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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[FEE REQUIRED]
For the fiscal year ended Commission File
June 25, 1995 Number 1-10542
_________________________ ________________
UNIFI, INC.
_________________________________________________________________
(Exact name of Registrant as specified in its charter)
New York 11-2165495
________________________________ ____________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7201 West Friendly Avenue
Greensboro, North Carolina 27410
________________________________________ ___________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone no., including a/c: (910) 294-4410
___________________
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Class On Which Registered
___________________ _______________________
Common Stock, par value $.10 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No ____
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [ ]
Aggregate market value of the voting stock held by nonaffiliates of
the Registrant as of August 4, 1995: $1,520,298,446
Number of shares outstanding as of August 4, 1995: 66,807,005
Documents Incorporated By Reference
Portions of the Annual Report to shareholders of Unifi, Inc. for
the fiscal year ended June 25, 1995, are incorporated by reference
into Parts I and II hereof.
Portions of the definitive Proxy Statement for the Annual Meeting
of the shareholders of Unifi, Inc., to be held on October 19, 1995
are incorporated by reference into Part III.
Exhibits, Financial Statement Schedules and Reports on Form 8-K
index is located on pages IV-1 through IV-5.
PART I
Item 1. Business:
Unifi, Inc., a New York corporation formed in 1969, together
with its subsidiaries, hereinafter set forth, (the "Company" or
"Unifi"), is engaged predominantly in the business of processing
yarns by: texturing of synthetic filament polyester and nylon
fiber; and spinning of cotton and cotton blend fibers.
The Company's texturing operation mainly involves purchasing
partially oriented yarn (POY), which is either raw polyester or
nylon filament fiber, from chemical manufacturers and using high
speed machines to draw, heat and twist the POY to produce yarns
having various physical characteristics, depending upon its
ultimate end-use. The Company's spinning operation mainly involves
the spinning on either open-end or ring spindles of cotton, cotton
and undyed synthetic blends, and cotton and pre-dyed polyester
blends into yarns of different strengths and thickness.
The Company currently sells textured polyester yarns, nylon
yarns, dyed yarns, covered yarns, spun yarns made of cotton, cotton
and un-dyed synthetic blends, and cotton and pre-dyed polyester
blends domestically and internationally to weavers and knitters who
produce fabrics for the apparel, industrial, hosiery, home
furnishing, auto upholstery, activewear, and underwear markets.
The Company, internationally, has manufacturing facilities in
Letterkenny, County Donegal, Republic of Ireland, which texturizes
polyester, as well as producing its own polymer (POY).
SOURCES AND AVAILABILITY OF RAW MATERIALS:
A. POY. The primary suppliers of POY to the Company are E.
I. DuPont de Nemours and Company, Hoechst Celanese Corporation, and
Wellman Industries, with the majority of the Company's POY being
supplied by DuPont. Although the Company is heavily dependent upon
a limited number of suppliers, the Company has not had and does not
anticipate any material difficulty in obtaining its raw POY.
B. Cotton. The Company buys its cotton, which is a commodity
and is traded on established markets, from brokers such as Dunavant
Enterprises, HoHenBerg Brothers Co., Staple Cotton, and Stahel
(America). The Company has not had and does not anticipate any
material difficulty in obtaining cotton.
PATENTS AND LICENSES: The Company currently has several
patents and registered trademarks, including the following:
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DATE ISSUED OR
PATENT TITLE/DESCRIPTION PAT/APP. NO. APPLIED FOR
Dye Tube Spacer For Package 8/284,305 08/02/94
Dyeing
Method For Treatment of Yarn 5,387,263 12/16/93
in Package Form
Yarn Package Cover 080,654 06/18/93
Wallpaper Backing 1,317,705 (Canada) 05/18/93
Nylon/Lycra Composit Yarn 5,237,808 08/24/93
Polyester Substrate (Vinyl) 5,063,108 11/05/91
Polyester Substrate (Vinyl) 5,043,208 08/27/91
Continuous Multi-Filament 4,935,293 06/19/90
Polyester Substrate
Wallpaper Backing 4,925,726 05/15/90
Wallpaper Backing 4,874,019 10/17/89
Wallpaper Backing 325,028 07/26/89
(United Kingdom)
Friction Discs For False- 4,129,980 12/19/78
Twist Head
Apparatus for Restarting 4,125,229 11/14/78
a Broken Thread or Yarn
Strand During a Winding
Process
Safety Guard for the Blade 4,086,698 05/02/78
of Carton Openers
REGISTRATION/ DATE REGISTRATION
TRADEMARK NAME SERIAL NO. FILED
Sheertech 74/637666 02/22/95
Unifi 299,227 07/28/92
Quality Through Pride
(Stylized)
Unifi 261,913 04/02/92
Unifi (Stylized) 261,912 04/02/92
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Trifi 1,703,349 07/28/92
Mactex 1,511,013 11/01/88
Bi-Dye 1,105,160 06/19/84
The Company does not have any patents, trademarks, licenses,
or franchises which are material to its business as a whole.
CUSTOMERS: The Company in fiscal year ended June 25, 1995,
sold textured and spun yarns to approximately 1,000 customers, one
customer's purchases were approximately 11% of the net sales during
said period, the ten largest customers accounted for approximately
32% of the total sales and the Company does not believe that it is
dependent on any one customer.
BACKLOG: The Company, other than in connection with certain
foreign sales and for textured yarns that are package dyed
according to customers' specifications, does not manufacture to
order. The Company's products can be used in many ways and can be
thought of in terms of a commodity subject to the laws of supply
and demand and, therefore, does not have what is considered a
backlog of orders. In addition, the Company does not consider its
products to be seasonal ones.
COMPETITIVE CONDITIONS: The textile industry in which the
Company currently operates is keenly competitive. The Company
processes and sells high-volume commodity products, pricing is
highly competitive with product quality and customer service being
essential for differentiating the competitors within the industry.
Product quality insures manufacturing efficiencies for the
customer. The Company's polyester and nylon yarns, dyed yarns,
covered yarns and cotton and cotton blend yarns compete with a
number of other domestic producers of such yarns. In the sale of
polyester filament yarns major competitors are Atlas Yarn Company,
Inc., Burlington Industries, Inc. and Milliken & Company, in the
sale of nylon yarns, dyed yarns, and covered yarns major
competitors are Glen Raven Mills, Inc., Jefferson Mills, Inc.,
Spanco Yarns, Inc., Regal Manufacturing Company and Spectrum Dyed
Yarns, Inc., and in the sale of cotton and cotton blend yarns major
competitors are Parkdale Mills, Inc., Avondale Mills, Inc.,
Harriett & Henderson, Mayo Yarns, Inc. and TNS Mills, Inc.
RESEARCH AND DEVELOPMENT: The estimated amount spent during
each of the last three fiscal years on Company-sponsored and
Customer-sponsored research and development activities is
considered immaterial.
COMPLIANCE WITH CERTAIN GOVERNMENT REGULATIONS: Management of
the Company believes that the operation of the Company's production
facilities and the disposal of waste materials are substantially in
compliance with applicable laws and regulations.
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EMPLOYEES: The number of employees of the Company is
approximately 6,000 full-time employees.
FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC INTERNATIONAL
OPERATIONS AND EXPORT SALES: The information included under the
heading "Business Segments and Foreign Operations" on page 23 of
the Annual Report of the Company to the Shareholders for the fiscal
year ended June 25, 1995, is incorporated herein by reference.
ITEM 2. DESCRIPTION OF PROPERTY:
The following table sets forth the location and general
character of the principal plants and other physical properties
(properties) of the Company, which contain approximately 6,805,627
sq. ft. of floor space. All properties are well maintained and in
good operating condition.
Approximate
Location Of Area
Facility (Square Feet) How Held Type of Operation
Yadkinville, NC 1,831,000 Owned Texturizing of POY, ware-
housing and office space
Greensboro, NC 65,000 Leased (1) Executive offices
Staunton, VA 424,000 Owned Texturizing of POY, ware-
housing and office space
Letterkenny, 488,000 Owned Production of filament
County Donegal, polyester fiber, texturiz-
Ireland ing facility, warehousing
and office space
Archdale, NC 122,000 Owned (2) Production of covered
Plant No. 7 yarns and associated
warehousing
301 N. Hwy St. 126,673 Owned (2) Production of covered
Madison, NC yarns and associated
Plant No. 14 warehousing
Piedmont Street 504,000 Owned (2) Texturizing of nylon
Madison, NC and polyester, and associ-
Plant No. 6 ated warehousing
200 S Ayersville Rd. 79,000 Owned (2) Transportational
Madison, NC Terminal
Madison, NC 31,000 Owned Nylon Warehouse
Decatur Warehouse
I-4
Ayersville Road 314,000 Owned (2) Plant 1 - Texturizing
Mayodan, NC of nylon, associated ware-
Plant 1 housing and office space
Ayersville Road 213,000 Owned (2) Plant 5 - Production
Mayodan, NC of covered yarns and asso-
Plant 5 ciated warehousing
Cardwell Road 130,000 Owned (2) Dyeing facility
Mayodan, NC
Plant No. 15
Mayodan, NC 150,000 Owned Central Distribution
CDC Center
Vance Street Ext. 485,000 Owned (2) Plants 2 & 4 - Textur-
Reidsville, NC izing of polyester, dyeing
Plants 2 & 4 and associated warehousing
SR 770 East 230,000 Owned (2) Texturizing of nylon,
Stoneville, NC production of covered
Plant No. 8 yarn and associated
warehousing
Fort Payne, AL 20,000 Owned (2) Distribution Center
Distribution Center and Office Space
State Road 1366 151,000 Owned (3) Spun Cotton Yarn Pro-
Booneville, NC duction and office space
Plant No. 1
Oakland Avenue 211,000 Owned (3) Spun Cotton Yarn Pro-
Eden, NC duction and office space
Plant No. 2
Oakland Avenue 195,000 Owned (3) Spun Cotton Yarn Pro-
Eden, NC duction and office space
Plant No. 3
U.S. Route 311 214,000 Owned (3) Spun Cotton Yarn Pro-
Walnut Cove, NC duction and office space
Plant No. 4
400 West Franklin St. 172,000 Owned (3) Spun Cotton Yarn Pro-
Mt. Pleasant, NC duction and office space
Plant No. 6
420 Elliot 114,600 Owned (4) Spun Cotton Yarn Pro-
Edenton, NC duction and office space
Edenton Plant
I-5
2000 Boone Trail Road 137,850 Owned (4) Spun Cotton Yarn Pro-
Sanford, NC duction and office space
Pioneer Spinning Plant
2000 Boone Trail Road 77,520 Owned (4) Spun Cotton Yarn Pro-
Sanford, NC duction and office space
Pioneer Yarn Plant
1901 Boone Trail Road 245,200 Owned (4) Spun Cotton Yarn Pro-
Sanford, NC duction and office space
Pioneer Cotton Plant
9480 Neuville Avenue 11,200 Owned Nylon Covered Yarn and
Hickory, NC Cotton Warehouse
600 River Road 63,584 Owned Spun Cotton Yarn Pro-
Rockingham, NC duction and office space
The Company leases sales offices and apartments in New York
City and Coleshill, England, and has a representative office in
Tokyo, Japan.
(1) This property consists of a building containing approximately
65,000 square feet which is being used by the Company as its
executive offices and is located on a tract of land containing
approximately 8.99 acres and is known as 7201 West Friendly Avenue,
Greensboro, North Carolina. This property is leased by Unifi, Inc.
from NationsBank, Trustee under the Unifi, Inc. Profit Sharing Plan
and Trust, and Wachovia Bank & Trust Company, N.A., Independent
Trustee. In September, 1991, the Company exercised its option to
extend the term of the lease on this property for five (5) years,
through March 13, 1997. Reference is made to a copy of the lease
agreement attached to the Registrant's Annual Report on Form 10-K
as Exhibit (10d) for the year ended June 28, 1987 and which is by
reference incorporated herein.
(2) Acquired pursuant to the merger of Macfield into Unifi on
August 8, 1991.
(3) Acquired pursuant to the Reverse Triangular Merger with Unifi
Spun Yarns, Inc. (formerly Vintage Yarns, Inc.) ("USY") on April
23, 1993.
(4) Acquired pursuant to the Triangular Merger of the Pioneer
Corporations into USY on August 18, 1993.
The information included under "Leases, Commitments and
Concentrations of Credit Risks" on page 23 of the Annual Report to
Shareholders for fiscal year ended June 25, 1995, is incorporated
herein by reference.
I-6
ITEM 3. LEGAL PROCEEDINGS:
The Company is not currently involved in any litigation which
is considered material, as that term is used in Item 103 of the
Regulations S-K.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
No matters were submitted to a vote of security holders during
the fourth quarter for the fiscal year ended June 25, 1995.
I-7
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
(a)(c) PRICE RANGE OF COMMON STOCK AND DIVIDENDS PAID.
The information included under the heading "Market and
Dividend Information (Unaudited)" on page 27 of the Annual Report
of Unifi, Inc. to its shareholders for the year ended June 25,
1995, is incorporated herein by reference.
(b) Approximate Number of Equity Security Holders:
TITLE OF CLASS NUMBER OF RECORD HOLDERS
(AS OF AUGUST 4, 1995)
Common Stock, $.10 par value 1,364
(c) CASH DIVIDEND POLICY. In April 1990, the Board of
Directors of the Company adopted a resolution that it intended to
pay a cash dividend in quarterly installments equal to
approximately thirty percent (30%) of the earnings after taxes of
the Company for the previous year, payable as hereafter declared by
the Board of Directors. Prior to this action by the Board of
Directors, the Company had since 1978 followed a policy of
retaining earnings for working capital, acquisitions, capital
expansion and modernization of existing facilities. The Company
paid a quarterly dividend of $.10 per share on its common stock for
each quarter of the 1995 fiscal year. The Board of Directors in
July 1995, declared a cash dividend in the amount of $.13 per share
on each issued and outstanding share of the common stock of the
Company, payable on August 11, 1995, to shareholders of record at
the close of business on August 4, 1995.
(d) 6% CONVERTIBLE SUBORDINATED NOTES DUE MARCH 15, 2002.
The information contained under the heading "Long-Term Debt",
regarding the Convertible Subordinated Notes, on page 21 of the
Annual Report of Unifi, Inc. to its shareholders for the year ended
June 25, 1995, is incorporated herein by reference. For additional
information regarding the 6% Convertible Subordinated Notes Due
2002 reference is made to Exhibit (4b) of this Form 10-K.
ITEM 6. SELECTED FINANCIAL DATA:
The financial data for the five fiscal years included under
the heading "Summary of Selected Financial Data" on page 26 of the
Annual Report of Unifi, Inc. to its shareholders for the year ended
June 25, 1995, is incorporated herein by reference.
II-1
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS:
The information included under the heading "Management's
Review and Analysis of Operations and Financial Position" on pages
24 and 25 of the Annual Report of Unifi, Inc. to its shareholders
for the year ended June 25, 1995, is incorporated herein by
reference.
SUBSEQUENT EVENTS:
On September 18, 1995, the Company announced restructuring
plans to further reduce the Company's cost structure and improve
productivity through the consolidation of certain manufacturing
operations and the disposition of underutilized assets. The
restructuring plan is focused on the consolidation of production
facilities acquired via mergers during the preceding four years and
reflects the Company's continued efforts to streamline operations.
As part of the restructuring action, the Company will close its
spun cotton manufacturing facilities in Edenton and Mount Pleasant,
North Carolina with the majority of the manufacturing production
being transferred to other facilities. Approximately 275 jobs,
primarily wage-level positions, will be affected.
The estimated cost of restructuring will result in a first
quarter fiscal 1996 non-recurring charge to earnings of $23.8
million or an after-tax charge to earnings of $14.9 million ($.22
per share). The significant components of the non-recurring charge
include $2.4 million of severance and other employee-related costs
from the termination of employees and a $21.4 million write-down to
estimated fair value less the cost of disposal of underutilized
assets and consolidated facilities to be disposed. Costs associated
with the relocation of equipment or personnel will be expensed as
incurred.
The Company anticipates that all signficant aspects of the
consolidation of spun yarn facilities would be accomplished within
a one year period. However, the ultimate disposal of the equipment
and facilities may take longer due to current market conditions and
the physical locations of the properties.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:
The consolidated financial statements and notes beginning on
page 15 and ending on page 23 and the information included under
the heading "Quarterly Results (Unaudited)" on page 26 of the
Annual Report of Unifi, Inc. to its shareholders for the year ended
June 25, 1995, are incorporated herein by reference.
II-2
ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE:
The Company has not changed accountants nor are there any
disagreements with its accountants, Ernst & Young LLP, on
accounting and financial disclosure that should be reported
pursuant to Item 304 of the Regulation S-K.
II-3
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT AND
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT:
(a) DIRECTORS OF REGISTRANT: The information included under
the headings "Election of Directors", "Vote Required", "Security
Holding of Directors, Nominees, And Executive Officers", "Directors
Compensation", and "Committees of The Board of Directors",
beginning on page 2 and ending on page 6 of the definitive Proxy
Statement filed with the Commission since the close of the
Registrant's fiscal year ended June 25, 1995, and within 120 days
after the close of said fiscal year, are incorporated herein by
reference.
(b) IDENTIFICATION OF EXECUTIVE OFFICERS:
CHAIRMAN OF THE BOARD OF DIRECTORS
G. ALLEN MEBANE Mr. Mebane is 66 and has been an Executive
Officer and member of the Board of Directors of the Company since
1971, and served as President and Chief Executive Officer of the
Company, relinquishing these positions in 1980 and 1985,
respectively. He was the Chairman of the Board of Directors for
many years, Chairman of the Executive Committee since 1974, and was
elected as one of the three members of the Office of Chairman on
August 8, 1991. On October 22, 1992, Mr. Mebane was again elected
as Chairman of the Board of Directors.
VICE CHAIRMAN OF THE BOARD OF DIRECTORS
WILLIAM J. ARMFIELD, IV Mr. Armfield is 60 and was President
of Macfield, Inc. from 1970 until August 8, 1991, when Macfield
merged with and into Unifi. He has been a Director of Unifi and
was elected as one of the three members of the Office of Chairman
on August 8, 1991. On October 22, 1992, Mr. Armfield was elected
as Vice Chairman of the Board of Directors. He is a member of the
Executive Committee.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
WILLIAM T. KRETZER Mr. Kretzer is 49 and served as a Vice
President or Executive Vice President from 1971 until 1985. He has
been the President and Chief Executive Officer since 1985. He has
been a member of the Board of Directors since 1985 and is a member
of the Executive Committee.
EXECUTIVE VICE PRESIDENTS
JERRY W. ELLER Mr. Eller is 55 and has been a Vice President
or Executive Vice President since 1975. He has been a member of
the Board of Directors since 1985 and is a member of the Executive
Committee.
III-1
ROBERT A. WARD Mr. Ward is 55 and has been a Vice President
or Executive Vice President since 1974. He has been a member of
the Board of Directors since its inception in 1971 and is a member
of the Executive Committee.
G. ALFRED WEBSTER Mr. Webster is 47 and has been a Vice
President or Executive Vice President since 1979. He has been a
member of the Board of Directors since 1986 and is a member of the
Executive Committee.
SENIOR VICE PRESIDENTS
GEORGE R. PERKINS, JR. Mr. Perkins is 55 and was the President
and a Director of Pioneer Yarn Mills, Inc., Pioneer Spinning, Inc.
and Pioneer Cotton Mill, Inc. since each was founded in 1988, 1991,
and 1993, respectively, and of Edenton Cotton Mills, Inc., since
its acquisition in 1989 (Pioneer Corporations) until August 18,
1993, when the Pioneer Corporations merged with and into USY. He
has been a Director of Unifi since August 18, 1993, was President
and Chief Executive Officer of USY from August 19, 1993, until
December 26, 1994 when USY merged into Unifi, and a Senior Vice
President of Unifi since October 21, 1993.
KENNETH L. HUGGINS Mr. Huggins is 51, had been an employee of
Macfield since 1970 and, at the time of the merger, was serving as
a Vice President of Macfield, Inc. and President of Macfield's Dyed
Yarn Division. He was a Director of Macfield from 1989 until Aug-
ust 8, 1991, when Macfield, Inc. merged into and with Unifi, Inc.
He is Senior Vice President and also Assistant to the President.
RAYMOND W. MAYNARD Mr. Maynard is 52 and had been a Vice
President of the Company since June 27, 1971, and a Senior Vice
President since October 22, 1992.
These officers were elected by the Board of Directors of the
Registrant at the Annual Meeting of the Board of Directors held on
October 20, 1994. Each officer was elected to serve until the next
Annual Meeting of the Board of Directors or until his successor was
elected and qualified.
(c) FAMILY RELATIONSHIP: Mr. Mebane, Chairman of the Board,
and Mr. C. Clifford Frazier, Jr., the Secretary of the Registrant,
are first cousins. Except for this relationship, there is no
family relation between any of the Officers.
(d) COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT: Based
solely upon the review of the Form 3's and 4's and amendments
thereto, furnished to the Company during the most recent fiscal
year, no Form 3's or Form 4's were filed late by a director,
officer, or beneficial owner of more than ten percent of any class
of equity securities of the Company. The Company received written
representation from reporting persons that Form 5's were not
required.
III-2
ITEM 11. EXECUTIVE COMPENSATION:
The information set forth under the headings "Compensation And
Option Committees Interlocks And Insider Participation In
Compensation Decisions", "Executive Officers and Their
Compensation", "Employment And Termination Agreements", "Options
Granted", "Option Exercises and Option/SAR Values", and
"Performance Graph-Shareholder Return on Common Stock" and the
Report of The Compensation And Stock Option Committees on Executive
Compensation beginning on page 6 and ending on page 11 of the
Company's definitive Proxy Statement filed with the Commission
since the close of the Registrant's fiscal year ended June 25,
1995, and within 120 days after the close of said fiscal year, are
incorporated herein by reference.
For additional information regarding executive compensation
reference is made to Exhibits (10i), (10j), and (10k) of this Form
10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT:
Security ownership of certain beneficial owners and management
is the same as reported under the heading "Information Relating to
Principal Security Holders" on page 2 of the definitive Proxy
Statement and under the heading "Security Holding of Directors,
Nominees and Executive Officers" beginning on page 4 and ending on
page 5 of the definitive Proxy Statement filed with the Commission
pursuant to Regulation 14(a) within 120 days after the close of the
fiscal year ended June 25, 1995, which are hereby incorporated by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:
The information included under the heading "Compensation And
Option Committees Interlocks And Insider Participation In
Compensation Decisions", on page 6 of the definitive Proxy
Statement filed with the Commission since the close of the
Registrant's fiscal year ended June 25, 1995, and within 120 days
after the close of said fiscal year, is incorporated herein by
reference.
III-3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities and Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
UNIFI, INC.
September 20, 1995 BY: ROBERT A. WARD
-----------------------------------
Robert A. Ward, Executive Vice
President - Finance and
Administration
September 20, 1995 BY: WILLIAM T. KRETZER
-----------------------------------
William T. Kretzer, President
(Chief Executive Officer)
September 20, 1995 BY: WILLIS C. MOORE
-----------------------------------
Willis C. Moore, Vice President
(Principal Financial and Accounting
Officer)
Pursuant to the requirements of the Securities and 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:
September 20, 1995 Chairman G. ALLEN MEBANE
-------------------------
and Director G. Allen Mebane
September 20, 1995 Vice Chairman WILLIAM J. ARMFIELD, IV
-------------------------
and Director William J. Armfield, IV
September 20, 1995 President, Chief WILLIAM T. KRETZER
-------------------------
Executive Officer William T. Kretzer
and Director
September 20, 1995 Executive Vice ROBERT A. WARD
-------------------------
President and Robert A. Ward
Director
September 20, 1995 Executive Vice JERRY W. ELLER
-------------------------
President and Jerry W. Eller
Director
September 20, 1995 Executive Vice G. ALFRED WEBSTER
-------------------------
President and G. Alfred Webster
Director
September 20, 1995 Director CHARLES R. CARTER
-------------------------
Charles R. Carter
September __, 1995 Director _________________________
Kenneth G. Langone
September 20, 1995 Director GEORGE R. PERKINS
-------------------------
George R. Perkins
September 20, 1995 Director DONALD F. ORR
-------------------------
Donald F. Orr
September __, 1995 Director _________________________
Timotheus R. Pohl
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
(a) 1. Financial Statements
The following financial statements and report of
independent auditors included in the Annual Report of
Unifi, Inc. to its shareholders for the year ended June
25, 1995, are incorporated herein by reference. With the
exception of the aforementioned information and the
information incorporated by reference in Items 1, 2, 5,
6, 7 and 8 herein, the 1995 Annual Report to shareholders
is not deemed to be filed as part of this report.
Annual
Report
Pages
Consolidated Balance Sheets at June 25, 1995
and June 26, 1994 15
Consolidated Statements of Income for the
Years Ended June 25, 1995, June 26, 1994,
and June 27, 1993 16
Consolidated Statements of Changes in
Shareholders' Equity for the Years Ended
June 25, 1995, June 26, 1994 and June 27,
1993 17
Consolidated Statements of Cash Flows for
the Years Ended June 25, 1995, June 26,
1994 and June 27, 1993 18
Notes to Consolidated Financial Statements 19-23
Report of Independent Auditors 14
(a) 2. Financial Statement Schedules
Form 10-K
Pages
Schedules for the three years ended June 25,
1995:
II - Valuation and Qualifying Accounts IV - 6
IV-1
Schedules other than those above are omitted because they are
not required, are not applicable, or the required information is
given in the consolidated financial statements or notes thereto.
Individual financial statements of the Registrant have been
omitted because it is primarily an operating company and all
subsidiaries included in the consolidated financial statements
being filed, in the aggregate, do not have minority equity interest
and/or indebtedness to any person other than the Registrant or its
consolidated subsidiaries in amounts which together exceed 5% of
the total assets as shown by the most recent year end consolidated
balance sheet.
(a) 3. Exhibits
(2a-1) Form of Agreement and Plan of Merger, dated as of
May 24, 1991, by and between Unifi, Inc. and
Macfield, Inc., including exhibits, filed as Exhibit
2.1 to Unifi, Inc.'s Registration Statement on Form
S-4 (Registration No. 33-40828), which is
incorporated herein by reference.
(2a-2) Form 8-K, filed by Unifi, Inc. in relation to the
confirmation of the merger of Macfield, Inc. with
and into Unifi, Inc. and related exhibits, filed
with the Securities and Exchange Commission on
August 8, 1991, which is incorporated herein by
reference.
(2a-3) Form of Agreement and Reverse Triangular Merger,
dated February 10, 1993, by and between Unifi, Inc.
and Vintage Yarns, Inc., filed as Exhibit 2.1 to
Unifi, Inc.'s Registration Statement on Form S-4
(Registration No. 33-58282), which is incorporated
herein by reference.
(2a-4) Form 8-K, filed by Unifi, Inc. in relation to the
confirmation of the Reverse Triangular Merger,
where Vintage Yarns, Inc. became a wholly-owned
subsidiary of Unifi, and related exhibits, filed
with the Securities and Exchange Commission on May
10, 1993, which is incorporated herein by
reference.
(2a-5) Form of Agreement and Plan of Triangular Merger,
dated July 15, 1993, by and between Unifi, Inc. and
Pioneer Yarn Mills, Inc., Pioneer Spinning, Inc.,
Edenton Cotton Mills, Inc., and Pioneer Cotton
Mill, Inc., (the "Pioneer Corporations"), filed as
Exhibit 2.1 to Unifi, Inc's Registrations Statement
on Form S-4 (Registration No. 33-65454), which is
incorporated herein by reference.
IV-2
(2a-6) Form 8-K, filed by Unifi, Inc. for the purpose of
reporting the Pioneer Corporations' Interim
Combined Financial Statements (Unaudited) and
Unifi, Inc.'s, and the Pioneer Corporations'
Proforma Combined Interim Financial Information
(Unaudited), and related exhibits, filed with the
Securities and Exchange Commission on September 2,
1993, which is incorporated herein by reference.
(2a-7) Form 8-K, filed by Unifi, Inc. for the purpose of
reporting the Pioneer Corporations' merger with and
into USY, and related exhibits filed with the
Securities and Exchange Commission on November 5,
1993, which is incorporated herein by reference.
(3a) Restated Certificate of Incorporation of Unifi,
Inc., dated July 21, 1994, (filed as Exhibit (3a)
with the Company's Form 10-K for the Fiscal Year
ended June 26, 1994), which is incorporated herein
by reference.
(3b) Restated By-Laws of Unifi, Inc., effective July 21,
1994, (filed as Exhibit (3b) with the Company's
Form 10-K for the Fiscal Year ended June 26, 1994),
which is incorporated herein by reference.
(4a) Specimen Certificate of Unifi, Inc.'s common stock,
filed as Exhibit 4(a) to the Registration Statement
on Form S-1, (Registration No. 2-45405), which is
incorporated herein by reference.
(4b) Unifi, Inc.'s Registration Statement for the 6%
Convertible Subordinated Notes Due 2002, filed on
Form S-3, (Registration No. 33-45946), which is
incorporated herein by reference.
(10a) *Unifi, Inc. 1982 Incentive Stock Option Plan, as
amended, filed as Exhibit 28.2 to the Registration
Statement on Form S-8, (Registration No. 33-23201),
which is incorporated herein by reference.
(10b) *Unifi, Inc. 1987 Non-Qualified Stock Option Plan,
as amended, filed as Exhibit 28.3 to the
Registration Statement on Form S-8, (Registration
No. 33-23201), which is incorporated herein by
reference.
IV-3
(10c) *Unifi, Inc. 1992 Incentive Stock Option Plan,
effective July 16, 1992, (filed as Exhibit (10c)
with the Company's Form 10-K for the Fiscal year
ended June 27, 1993), and included as Exhibit 99.2
to the Registration Statement on Form S-8
(Registration No. 33-53799), which are incorporated
herein by reference.
(10d) *Unifi, Inc.'s Registration Statement for selling
Shareholders, who are Directors and Officers of the
Company, who acquired the shares as stock bonuses
from the Company, filed on Form S-3 (Registration
No. 33-23201), which is incorporated herein by
reference.
(10e) Unifi Spun Yarns, Inc.'s 1992 Employee Stock Option
Plan filed as Exhibit 99.3 to the Registration
Statement on Form S-8 (Registration No. 33-53799),
which is incorporated herein by reference.
(10f) Lease Agreement, dated March 2, 1987, between
NationsBank, Trustee under the Unifi, Inc. Profit
Sharing Plan and Trust, Wachovia Bank and Trust
Co., N.A., Independent Fiduciary, and Unifi, Inc.,
(filed as Exhibit (10d) with the Company's Form
10-K for the fiscal year ended June 28, 1987),
which is incorporated herein by reference.
(10g) Factoring Contract and Security Agreement and a
Letter Amendment thereto, all dated as of May 25,
1994, by and between Unifi, Inc. and the CIT
Group/DCC, Inc., (filed as Exhibit (10g) with the
Company's Form 10-K for the Fiscal Year ended June
26, 1994), which are incorporated herein by
reference.
(10h) Factoring Contract and Security Agreement, dated as
of May 2, 1988, between Macfield, Inc. and First
Factors Corp., and first amendment thereto, dated
September 28, 1990, (both filed as Exhibit (10g)
with the Company's Form 10-K for the fiscal year
ended June 30, 1991), and Second Amendment to the
Factoring Contract and Security Agreement, dated
March 1, 1992, (filed as Exhibit (10g) with the
Company's Form 10-K for the Fiscal Year Ended June
28, 1992), and Letter Agreement dated August 31,
1993 and Amendment To Factoring Contract and
Security Agreement, dated January 5, 1994, (filed
as Exhibit (10h) with the Company's Form 10-K for
the Fiscal Year ended June 26, 1994), which are
incorporated herein by reference.
IV-4
(10i) *Employment Agreement between Unifi, Inc. and G.
Allen Mebane, dated July 19, 1990, (filed as
Exhibit (10h) with the Company's Form 10-K for the
fiscal year ended June 30, 1991), which is
incorporated herein by reference.
(10j) *Employment Agreement between Unifi, Inc. and
William T. Kretzer, dated July 19, 1990, (filed as
Exhibit (10i) with the Company's Form 10-K for the
fiscal year ended June 30, 1991), and Amendment to
Employment Agreement between Unifi, Inc. and
William T. Kretzer, dated October 22, 1992 (filed
as Exhibit (10j) with the Company's Form 10-K for
fiscal year ended June 27, 1993), which are
incorporated herein by reference.
(10k) *Severance Compensation Agreement between Unifi,
Inc. and William T. Kretzer, dated July 20, 1993,
expiring on July 19, 1996 (similar agreements were
signed with G. Allen Mebane, William J. Armfield,
IV, Robert A. Ward, Jerry W. Eller and G. Alfred
Webster), (filed as Exhibit (10k) for the fiscal
year ended July 27, 1993), which is incorporated
herein by reference.
(11) Computation of Earnings per share.
(13a) Portions of Unifi, Inc.'s 1995 Annual Report to
Shareholders which are incorporated herein by
reference, as a part of this Form 10-K for fiscal
year ended June 25, 1995, filed herewith.
(13b-1) Report of Independent Auditors/Ernst & Young LLP -
on the Consolidated Financial Statements of Unifi,
Inc. as of June 25, 1995 and each of the two years
in the period ended June 25, 1995.
(21) Subsidiaries of Unifi, Inc.
(23) Consent of Ernst & Young LLP
(27) Financial Data Schedules
(b) Reports on Form 8-K
(i) No Form 8-K's were filed.
* NOTE: These Exhibits are management contracts or compensatory
plans or arrangements required to be filed as an exhibit to this
Form 10-K pursuant to Item 14(c) of this report.
IV-5
UNIFI, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
_________________ ______________ ________________________ ____________ ____________
Balance at Charged to Charged to Balance at
Beginning of Costs and Other End of
Description Period Expenses Accounts Deductions Period
_________________ ______________ ________________________ ____________ ____________
Allowance for doubtful accounts:
Year ended June 25, 1995 $4,302 $5,524 $ - $ (3,374) $ 6,452
Year ended June 26, 1994 3,675 4,626 25 (4,024) 4,302
Year ended June 27, 1993 5,196 745 - (2,266) 3,675
Unrealized (gains)/losses on certain investments:
Year ended June 25, 1995 $1,445 $ - $(3,280) $ - $ (1,835)
Year ended June 26, 1994 1,488 - (43) - 1,445
Year ended June 27, 1993 - - 1,488 - 1,488
IV-6