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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 OF THE SECURITIES EXCHANGE ACT OF 1934
[X] [ ]
For the Fiscal Year Ended October 1, 2000 For the transition period from __________ to ___________
Commission File No. 1-6922
GUILFORD MILLS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-1995928
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4925 WEST MARKET STREET
GREENSBORO, NORTH CAROLINA 27407
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (336) 316-4000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of Each Class Name of Each Exchange on which Registered
- ------------------- -----------------------------------------
Common Stock, $.02 par value New York Stock Exchange
Preferred Stock Purchase Rights 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 twelve (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 (which consists solely of shares of
common stock) held by non-affiliates of the registrant at November 15, 2000 (a
total of 16,667,004 shares of common stock), computed by reference to the last
reported sale price ($1.875) of the Registrant's common stock on the New York
Stock Exchange on such date: $31,250,633.
Number of shares of the Registrant's common stock outstanding as of November 15,
2000: 19,194,295.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the annual report to stockholders for the fiscal year ended
October 1, 2000 are incorporated by reference into Parts I, II and IV of this
report.
Certain portions of the Registrant's definitive proxy statement pursuant to
Regulation 14A of the Securities Exchange Act of 1934, which will be filed with
the Commission on or about December 22, 2000, are incorporated by reference into
Part III of this report.
1
PART I
ITEM 1. BUSINESS
GENERAL
Guilford Mills, Inc. was incorporated under the laws of Delaware in August 1971,
and is the successor by merger to businesses previously conducted since 1946.
Guilford Mills, Inc. and its predecessors and subsidiaries are referred to as
the "Company", unless the context indicates otherwise.
Guilford Mills, Inc. produces fabrics using a broad range of technologies for a
variety of customers and markets. It is the largest warp knitter in the world
and a leader in technological advances in textiles. The Company has identified
four segments in which it operates: Automotive, Apparel, Home Fashions and
Other.
Fabrics produced in the Automotive segment are sold to original equipment
manufacturers (OEMs) and their suppliers. These fabrics are fabricated into
seats and headliners of passenger cars, sport utility vehicles, conversion vans
and light and heavy trucks. Automotive products utilize warp knit, circular
knit, flat woven, woven velour and printing technologies.
The Apparel segment fabrics and laces are used predominately in women's intimate
apparel, ready-to-wear and swimwear garments. Other uses include team sportswear
and linings. The Apparel segment utilizes warp and circular knit technology and
printing.
The Home Fashions segment produces fabrics for residential and office furniture,
mattress ticking, and window treatment applications, including lace. The Company
also designs, produces and distributes directly to retail a broad line of
products for the home including window curtains, sheets, comforters,
pillowcases, bedskirts and shower curtains.
The remainder of Guilford's fabrics are sold for use in a broad range of
industrial/specialty products and are included in the Other segment. The
Company's polyester fibers spinning operation is also included in this segment.
Reference is made to Note 17 of the Consolidated Financial Statements in the
Annual Report to Stockholders for the fiscal year ended October 1, 2000 (the
"Annual Report"), which note is incorporated herein by reference, for
information regarding revenue, profit and assets by segment.
PRODUCT DEVELOPMENT
Working closely with the Company's customers, the Company has research and
development departments in the U.S., U.K., and Mexico, consisting of
approximately 120 employees, that are primarily responsible for the creation of
new fabrics and styles. Sample warping and knitting machines are used to develop
new fabrics which can be placed into production after customer acceptance. Total
expenditures for research and development for fiscal years 2000, 1999 and 1998
were approximately $18.3 million, $17.2 million, and $19.6 million,
respectively.
The Company has numerous trademarks, trade names, patents and certain licensing
agreements which it uses in connection with the advertising and promotion of its
products. Management believes that the loss or expiration of such trademarks,
trade names and licensing agreements would not have a material adverse effect on
the Company's operations.
WORKING CAPITAL PRACTICES
The Company knits based on internal forecasts and generally dyes and finishes
based on customer orders and therefore, significant amounts of inventory are not
required to meet rapid delivery to the Company's customers or to assure a
continuous allotment of goods from suppliers. Customers are allowed to return
goods for valid reasons and customer accommodations are not significant. To
minimize the credit risk on such accounts and to obtain larger credit lines for
many customers, the Company maintains credit insurance covering $22.8 million of
certain outstanding accounts receivable as of October 1, 2000. In addition,
approximately 19% of accounts receivable are factored without recourse. The
Company has the ability to borrow against such receivables, although it has
traditionally not done so. The Company generally takes advantage of discounts
offered by vendors.
The Company experiences seasonal fluctuations in its sales in the Apparel
segment. Sales in the Automotive, Home Fashions and Other segments experience
insignificant seasonal fluctuations.
The Company has a large number of customers. No customer accounted for 10% or
more of total net sales during fiscal 2000, 1999 or 1998. The Company's net
sales reflect substantial direct and indirect sales to certain large automotive
original equipment manufacturers.
2
The backlog of orders believed to be firm as of the end of the current and
preceding fiscal years is not deemed to be material for an understanding of the
Company's business as most orders are deliverable within a few months.
EXPORT SALES
U.S. export sales, as a percentage of total worldwide sales of the Company, were
approximately 7.0% in fiscal 2000, 5.4% in fiscal 1999 and 5.4% in fiscal 1998.
RAW MATERIALS
Fabrics in all of the Company's segments are constructed primarily of synthetic
yarns: nylon and polyester. In fiscal 2000, the Company internally produced 20%
of the polyester yarns used. The Company purchases its nylon and the remaining
polyester yarns from several domestic and foreign fiber producers. The Company's
Apparel segment also uses spandex, acetate and cotton. A small amount of spandex
is used in the Home Fashions segment. Spandex and acetate are purchased
substantially from one domestic producer each. In fiscal 2000 all yarns were
readily available throughout the year and either were or could be purchased from
numerous sources. Management believes that an adequate supply of yarns is
available to meet the Company's requirements.
The chemicals and dyes used in the dyeing and finishing processes in all
segments are available in large quantities from various suppliers. The foam
backing used in the automotive fabric lamination process is purchased from two
suppliers in the United States and three suppliers in Europe. In fiscal 2000,
there was an adequate supply of foam.
ENVIRONMENTAL MATTERS
The production processes, particularly dyeing and finishing operations, involve
the use and discharge of certain chemicals and dyes into the air and sewage
disposal systems. The Company installs pollution control devices as necessary to
meet existing and anticipated national, state and local pollution control
regulations. The Company, including its foreign subsidiaries, does not
anticipate that compliance with national, state, local and other provisions
which have been enacted or adopted regulating the discharge of materials into
the environment, or otherwise relating to the protection of the environment,
will have a material adverse effect upon its capital expenditures, earnings or
competitive position.
Reference is made to Note 12 of the Consolidated Financial Statements in the
Annual Report, which note is incorporated herein by reference, for information
regarding certain other environmental matters.
COMPETITION
In all of the Company's segments, the principal methods of competition are
pricing, styling and design, customer service and quality. In retail home
fashions, distribution channels are an additional principal method of
competition. The weight of each competitive factor varies by product line. In
the past few years, the Apparel and Home Fashions segments have been most
significantly impacted by imports of garments, window curtains and sheeting.
In the United States, the Company has five major warp knit competitors and many
other smaller competitors in the Apparel and Home Fashions segments. The Company
also competes with some garment manufacturers that have warp knit equipment to
manufacture their own fabrics. Some of these companies are divisions of large,
well-capitalized companies while others are small manufacturers. There are four
major and numerous smaller circular knit competitors in the Apparel segment. In
the Automotive segment, the Company has three major domestic competitors and
several smaller competitors. Guilford's automotive subsidiary in Europe competes
with seven warp knitters in Europe. It also competes with many producers of
circular knit and flat woven fabrics. The Company's operations in Mexico compete
primarily with four warp knitters in the Apparel segment and one warp knitter in
the Automotive segment. None of the Company's competitors are deemed to be
dominant with respect to their markets.
EMPLOYEES
As of November 15, 2000, the Company employed 5,929 full-time employees
worldwide. Approximately 1,350 employees (including 440 in Europe and 538 in
Mexico) are represented by collective bargaining agreements.
SAFE HARBOR-FORWARD-LOOKING STATEMENTS
From time to time, the Company may publish forward-looking statements relative
to such matters as anticipated financial performance, business prospects,
technological developments, new products, research and development activities
and similar matters. The Private Securities Litigation Reform Act of 1995
provides a safe harbor for forward-looking statements.
3
All statements other than statements of historical fact included in or
incorporated by reference into this Form 10-K, including, without limitation the
statements under "Management's Discussion and Analysis of Financial Condition
and Results of Operations" are, or may be deemed to be, forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Important factors that could
cause actual results to differ materially from those discussed in such
forward-looking statements include:
1. general economic factors including, but not limited to, changes in interest
rates, foreign currency translation rates, consumer confidence, housing
starts, trends in disposable income, changes in consumer demand for goods
produced, and cyclical or other downturns
2. the overall level of automotive production and the production of specific
car models
3. fashion trends
4. information and technological advances
5. cost and availability of raw materials, labor and natural and other
resources
6. domestic and foreign competition
7. domestic and foreign governmental regulations and trade policies
8. reliance on major customers
9. success of marketing, advertising and promotional campaigns
10. inability to achieve cost reductions through consolidation and
restructuring or
11. inability to obtain financing on favorable terms or to obtain amendments or
waivers with respect to non-compliance with certain covenants in loan
agreements
ITEM 2. PROPERTIES
Set forth below is a listing of facilities owned and leased by the Company.
- ------------------------------------- ------------------------------- ---------------------------------- --------------------------
FACILITY LOCATION SEGMENT(S) LEASED/OWNED
- ------------------------------------- ------------------------------- ---------------------------------- --------------------------
- ------------------------------------- ------------------------------- ---------------------------------- --------------------------
Sales Offices, Design Studios California (2) Apparel Leased
- ------------------------------------- ------------------------------- ---------------------------------- --------------------------
Illinois (1) Apparel, Other Leased
- ------------------------------------- ------------------------------- ---------------------------------- --------------------------
Michigan (1) Automotive Leased
- ------------------------------------- ------------------------------- ---------------------------------- --------------------------
New York (2) Apparel, Home Fashions, Other Leased
- ------------------------------------- ------------------------------- ---------------------------------- --------------------------
North Carolina (1) Apparel, Home Fashions, Other Owned
- ------------------------------------- ------------------------------- ---------------------------------- --------------------------
China (1) Apparel Leased
- ------------------------------------- ------------------------------- ---------------------------------- --------------------------
Germany (1) Automotive Leased
- ------------------------------------- ------------------------------- ---------------------------------- --------------------------
Spain (1) Automotive Leased
- ------------------------------------- ------------------------------- ---------------------------------- --------------------------
Manufacturing New York (5) Apparel, Home Fashions Owned (4), Leased (1)
- ------------------------------------- ------------------------------- ---------------------------------- --------------------------
North Carolina (8) Apparel, Automotive, Home Owned (6), Leased (2)
Fashions, Other
- ------------------------------------- ------------------------------- ---------------------------------- --------------------------
Pennsylvania (2) Apparel, Home Fashions, Other Owned
- ------------------------------------- ------------------------------- ---------------------------------- --------------------------
Brazil (1) Automotive Leased
- ------------------------------------- ------------------------------- ---------------------------------- --------------------------
Mexico (1) Apparel, Automotive, Home Owned
Fashions, Other
- ------------------------------------- ------------------------------- ---------------------------------- --------------------------
Portugal (1) Automotive Leased
- ------------------------------------- ------------------------------- ---------------------------------- --------------------------
United Kingdom (3) Automotive Owned
- ------------------------------------- ------------------------------- ---------------------------------- --------------------------
Outlet Stores New York (3) Home Fashions Leased
- ------------------------------------- ------------------------------- ---------------------------------- --------------------------
North Carolina (1) Home Fashions Leased
- ------------------------------------- ------------------------------- ---------------------------------- --------------------------
Warehouses New York (1) Apparel Leased
- ------------------------------------- ------------------------------- ---------------------------------- --------------------------
North Carolina (5) Apparel, Automotive, Home Leased
Fashions, Other
- ------------------------------------- ------------------------------- ---------------------------------- --------------------------
Mexico(5) Apparel, Automotive, Home Owned (2), Leased (3)
Fashions, Other
- ------------------------------------- ------------------------------- ---------------------------------- --------------------------
United Kingdom (1) Automotive Leased
- ------------------------------------- ------------------------------- ---------------------------------- --------------------------
Management believes the facilities and manufacturing equipment are in good
condition, well maintained, suitable and adequate for present production, based
on the Company's recently-announced restructuring actions. Reference is made to
Note 3 of the Consolidated Financial Statements in the Annual Report, which note
is incorporated herein by reference, for information regarding the restructuring
actions. Many of the Company's manufacturing facilities are utilized by more
than one segment. Utilization of the facilities fluctuates from time to time due
to the seasonal nature of operations and market conditions. The Company defines
full utilization primarily as five day, three shift production. On that basis,
the manufacturing facilities are generally utilized approximately 80%. Fibers
spinning operates on a continuous seven days per week. Cut-and-sew operations in
home fashions were running five days, one to two shifts depending on the
product.
4
ITEM 3. LEGAL PROCEEDINGS
Reference is made to Note 12 of the Consolidated Financial Statements in the
Annual Report, which note is incorporated herein by reference, for information
regarding legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the Company's
fourth quarter of fiscal 2000.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Reference is made to the information set forth on page 39 in the section
entitled "Common Stock Market Prices and Dividends" in the Annual Report, filed
as Exhibit 13 to this report, which page is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
(In thousands except per share data) 2000 1999 1998 1997 1996
---- ---- ---- ---- ----
RESULTS OF OPERATIONS
---------------------
Net sales $814,226 $856,838 $894,534 $894,709 $830,320
(Loss) income before extraordinary item (20,974) 10,230 33,146 43,238 33,978
Net (loss) income (20,974) 10,230 30,206 43,238 33,978
PER SHARE DATA (1)
---------------
Basic:
(Loss) income before extraordinary item (1.11) 0.47 1.32 1.92 1.59
Net (loss) income (1.11) 0.47 1.20 1.92 1.59
5
Diluted:
(Loss) income before extraordinary item (1.11) 0.47 1.30 1.78 1.47
Net (loss) income (1.11) 0.47 1.19 1.78 1.47
Cash dividends 0.33 0.44 0.44 0.42 0.40
BALANCE SHEET DATA
------------------
Working capital 213,110 127,660 211,278 213,974 177,658
Total assets 724,212 753,431 794,500 729,796 728,830
Long-term debt 262,845 146,137 176,872 134,560 209,435
Stockholders' investment 309,772 340,945 385,177 408,896 298,059
(1) All share data has been restated to reflect the effect of a three-for-two
stock split effected in May 1997 in the form of a 50% stock dividend.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Reference is made to the information set forth on pages 13 through 20 in the
section entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in the Annual Report, which pages are incorporated
herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Reference is made to the information set forth on page 19 in the section
entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Annual Report, which page is incorporated herein
by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to information set forth on pages 21 through 38 of the Annual
Report, which pages are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information to be included under the captions "Directors and Nominees" and
"Additional Information" contained in the section entitled "ELECTION OF
DIRECTORS", and under the caption "Section 16(a) Beneficial Ownership Reporting
Compliance", all as set forth in the Company's definitive proxy statement, which
will be filed with the Commission on or about December 22, 2000 pursuant to
Regulation 14A under the Securities Exchange Act of 1934 (the "Proxy
Statement"), is incorporated herein by reference.
EXECUTIVE OFFICERS OF THE REGISTRANT (AS OF DECEMBER 13, 2000)
Name Age Office or Business Experience
- ---- --- -----------------------------
Charles A. Hayes 65 Chairman of the Board (since 1976); Chief
Executive Officer (from 1976 to 1999);
President and Chief Operating Officer (from
1991 to 1995)
John A. Emrich 56 Member of the Board of Directors (since
1995); President and Chief Executive
Officer (since 2000); President and Chief
Operating Officer (from 1995 to 1999);
Senior Vice President and
President/Automotive Business Unit (from
1993 to 1995); Vice President/Planning and
Vice President/Operations for the Apparel
and Home Fashions Business Unit (from 1991
to 1993); Director of Operations with FAB
Industries, Inc. (from 1990 to 1991) and
holder of various executive positions with
the Company (from 1985 to 1990).
6
Don A. Alexander 40 Vice President/Technology (since 1999);
Director of Research, Institute of Textile
Technology (from 1987 to 1999); formerly
holder of various technical and managerial
positions with Milliken & Company (from
1985 to 1987).
Mark E. Cook 41 Treasurer (since 1997); Director of
Corporate Finance, Worthington Industries,
Inc. (from 1995 to 1997); Director of
Corporate Finance, Blount International,
Inc. (from 1989 to 1995).
Nathan M. Dry 55 Vice President (since 1999); Vice
President/Product Development and Research
(from 1997 to 1999); President of Dyeing
and Printing Lumberton, Inc. (from 1990 to
1996).
Robert A. Emken, Jr. 37 General Counsel and Secretary (since 1999);
Associate Counsel (from 1991 to 1999);
Associate, Womble Carlyle Sandridge & Rice,
PLLC (from 1988 to 1991).
Byron J. McCutchen 53 Senior Vice President and President/Fibers
(since 1995) and President /Industrial,
Medical and Specialty (since 2000); Senior
Vice President of Fibers (from 1994 to
1995); Worldwide Business
Manager-Dacron(R)Filament-E.I. DuPont Co.
(from 1991 to 1994); and Specialty Business
Manager- Dacron(R)-E.I. DuPont Co. (from
1990 to 1991).
Richard E. Novak 57 Vice President/Human Resources (since
1996); Principal of Nova Consulting Group
(from 1994 to 1996); Senior Vice
President/Human Resources of Joseph Horne
Company, Inc. (from 1987 to 1994).
Richard J. Redpath 61 Vice President/Engineering (since 1999);
Principal of The Evans Group (from 1997 to
1998); Director of Engineering, Binney &
Smith (from 1994-1997); Director of
Engineering of Worldwide Johnson & Johnson
(from 1988 to 1994).
Christopher J. Richard 44 Senior Vice President (since 1999); Vice
President (from 1998-1999) and
President/U.S. Automotive (since 1997);
Vice President of Sales and Marketing,
Garden State Tanning (from 1994 to 1997);
holder of various executive positions with
Collins & Aikman Corporation (from 1983 to
1994).
Kim A. Thompson 42 Vice President and Chief Financial Officer
(since 2000); Vice President/Corporate
Controller (from 1997 to 2000); Director of
Financial Reporting (from 1994 to 1997);
holder of various executive positions with
Collins and Aikman Corporation (from 1980
to 1994).
No family relationships exist between any executive officers of the Company.
ITEM 11. EXECUTIVE COMPENSATION
The information to be included in the section "EXECUTIVE COMPENSATION" in the
Proxy Statement is incorporated herein by reference.
7
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information to be included in the section "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT" in the Proxy Statement is incorporated herein
by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information to be included in the section "CERTAIN TRANSACTIONS" in the
Proxy Statement is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) DOCUMENTS FILED AS A PART OF THIS REPORT:
1. FINANCIAL STATEMENTS (reference is made to pages 21 through 38 of the
Annual Report, which pages are incorporated herein by reference):
Report of Independent Public Accountants
Consolidated Balance Sheets as of October 1, 2000 and October 3, 1999
Consolidated Statements of Operations for the Years Ended October 1,
2000, October 3, 1999 and September 27, 1998
Consolidated Statements of Stockholders' Investment for the Years Ended
October 1, 2000, October 3, 1999 and September 27, 1998
Consolidated Statements of Cash Flows for the Years Ended October 1,
2000, October 3, 1999 and September 27, 1998
Notes to Consolidated Financial Statements
Statement of Management's Responsibility
2. FINANCIAL STATEMENT SCHEDULE:
Schedule II - Analysis of Valuation and Qualifying Accounts for the
Years Ended October 1, 2000, October 3, 1999 and September 27, 1998
8
3. EXHIBITS:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
(3) (a) Restated Certificate of Incorporation of the Company,
dated June 8, 1999 (incorporated by reference to Exhibit 3
to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended July 4, 1999 (the "7/4/99 10-Q")).
(3) (b) Certificate of Correction of the Restated Certificate of
Incorporation of the Company (incorporated by reference to
Exhibit (3) to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended July 2, 2000 (the "7/2/00
10-Q")).
(3) (c) By-Laws of the Company, as amended through January 1, 2000
(incorporated by reference to Exhibit (3) to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
January 2, 2000 (the "1/2/00 10-Q")).
(4) (a) Rights Agreement dated as of July 26, 2000 between the
Company and American Stock Transfer & Trust Company, as
Rights Agent (incorporated by reference to Exhibit 1 to
the Company's Current Report on Form 8-K filed with the
SEC on August 9, 2000).
(4) (b) Certificate of Amendment to the Designation of Series A
Junior Participating Preferred Stock of Guilford Mills,
Inc.
(4) (c) Form of Amended and Restated Note Agreement, dated
November 6, 2000, entered into by and between Guilford
Mills, Inc. and each of the purchasers named in the
purchasers' schedule thereto (incorporated by reference to
Exhibit 4.1 to the Company' Current Report on Form 8-K
filed with the SEC on November 15, 2000 (the "11/16/00
8-K")).
(10) (a)* Guilford Mills, Inc. Non-Qualified Profit Sharing Plan for
Certain of its Executive Officers and Key Employees,
effective July 1, 1989 (incorporated by reference to
Exhibit (10) (a) (7) to the Company's Annual Report on
Form 10-K for the fiscal year ended July 1, 1990 (the
"1990 Annual Report")).
(10) (b)* First Amendment, dated September 1, 1993, to the Guilford
Mills, Inc. Non-Qualified Profit-Sharing Plan
(incorporated by reference to Exhibit (10)(b) to the
Company's Annual Report on Form 10-K for the fiscal year
ended September 28, 1997 (the "1997 Annual Report")).
(10) (c)* Second Amendment, dated November 1, 1996, to the Guilford
Mills, Inc. Non-Qualified Profit-Sharing Plan
(incorporated by reference to Exhibit (10)(c) to the 1997
Annual Report).
(10) (d)* Guilford Mills, Inc. 1991 Stock Option Plan (the "1991
Plan") (incorporated by reference to Exhibit 28 (a) to the
Company's Registration statement on Form S-8 (Registration
No. 33-47109) filed with the SEC on April 10, 1992 (the
"Form S-8")).
(10) (e)* Amendment to the 1991 Plan (incorporated by reference to
Exhibit (10) (a) to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended March 30, 1997 (the
"3/30/97 10-Q")).
(10) (f)* Amendment to the 1991 Plan (incorporated by reference to
Exhibit (10)(f) to the Company's Annual Report on Form
10-K for the fiscal year ended September 27, 1998).
(10) (g)* Amendment to the 1991 Plan (incorporated by reference to
Exhibit (10)(d) to the 7/4/99 10-Q).
(10) (h)* Amendment to the 1991 Plan (incorporated by reference to
Exhibit (10) to the 1/2/00 10-Q).
(10) (i)* Form of Stock Option Contract for key employees in the
1991 Plan (relating to incentive stock options)
(incorporated by reference to Exhibit 28 (b) to the Form
S-8).
(10) (j)* Form of Stock Option Contract for Director participants in
the 1991 Plan (incorporated by reference to Exhibit 28 (d)
to the Form S-8).
(10) (k)* Form of Stock Option Contract between the Company and
certain of its officers pursuant to the 1991 Plan
(incorporated by reference to Exhibit (10) (b) to the
Quarterly Report on Form 10-Q for the fiscal quarter ended
June 29, 1997 (the "6/29/97 10-Q")).
9
(10) (l)* Guilford Mills, Inc. 1989 Restricted Stock Plan (the
"Restricted Plan") (incorporated by reference to Exhibit
10 (b) (2) to the 1990 Annual Report).
(10) (m)* Amendment to the Restricted Plan (incorporated by
reference to Exhibit (10) (g) to the Annual Report on Form
10-K for the fiscal year ended October 2, 1994 (the "1994
Annual Report")).
(10) (n)* Amendment to the Restricted Plan (incorporated by
reference to Exhibit (10) (b) to the 3/30/97 10-Q).
(10) (o)* Form of Restricted Stock Agreement between the
Company and certain of its officers pursuant to the
Restricted Plan (incorporated by reference to Exhibit (10)
(a) to the 6/29/97 10-Q).
(10) (p)* Amended and Restated Phantom Stock Agreement between
the Company and Charles A. Hayes dated September 21, 1994
(incorporated by reference to Exhibit (10) (m) to the 1994
Annual Report).
(10) (q)* Guilford Mills, Inc. Non-Employee Director Stock Plan
(incorporated by reference to Exhibit (10) (b) to the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 2, 2000).
(10) (r)* Form of Executive Retirement and Death Benefit Agreements
between the Company and certain of its executive officers
and key employees (incorporated by reference to Exhibit
(10) (d) (1) to the 1990 Annual Report).
(10) (s)* Form of Pension and Death Benefit Agreement between the
Company and certain of its executive officers and key
employees (incorporated by reference to Exhibit (10) (d)
(2) to the 1990 Annual Report).
(10) (t)* Form of Deferred Compensation Agreement between the
Company and certain of its officers and key employees
(incorporated by reference to Exhibit (10) (d) (3) to the
1990 Annual Report).
(10) (u)* Guilford Mills, Inc. Excess Benefit Plan (incorporated by
reference to Exhibit (10) (a) to the Quarterly Report on
Form 10-Q for the fiscal quarter ended December 29, 1996
("12/29/96 10-Q")).
(10) (v)* Guilford Mills, Inc. Trust for Non-Qualified Plans
(incorporated by reference to Exhibit (10) (b) to the
12/29/96 10-Q).
(10) (w)* Guilford Mills, Inc. Senior Managers' Life Insurance Plan
and related Plan Agreement (incorporated by reference to
Exhibit (10) (r) to the Annual Report on Form 10-K for the
fiscal year ended June 28, 1992 ("1992 Annual Report")).
(10) (x)* Guilford Mills, Inc. Senior Managers' Pre-Retirement Life
Insurance Agreement (incorporated by reference to Exhibit
(10) (s) to the 1992 Annual Report).
(10) (y)* Guilford Mills, Inc. Senior Managers' Supplemental
Retirement Plan and related Plan Agreement (incorporated
by reference to Exhibit (10) (t) to the 1992 Annual
Report).
(10) (z)* Form of Severance Agreement between the Company and
certain of its officers (incorporated by reference to
Exhibit (10) (b) to the 7/2/00 10-Q).
(10) (a)(a)* Form of Severance Agreement between the Company and
certain of its employees (incorporated by reference to
Exhibit (10) (c) to the 7/2/00 10-Q).
(10) (b)(b)* Severance Agreement dated September 27, 2000 between the
Company and Terrence E. Geremski.
(10) (c)(c) Stockholders' Agreement, dated as of April 30, 1991 by and
among the Company, Maurice Fishman and Charles A. Hayes
(the "1991 Stockholders' Agreement") (incorporated by
reference to Exhibit (10) (e) to the Company's Annual
Report on Form 10-K for the fiscal year ended June 30,
1991).
(10) (d)(d) Amendment, dated June 29, 1994, to the 1991 Stockholders'
Agreement (incorporated by reference to Exhibit (10) (y)
to the 1994 Annual Report).
10
(10) (e)(e) Second Amendment, dated January 1, 1995, to the 1991
Stockholders' Agreement, (incorporated by reference to
Exhibit (10)(y) to the Company's Annual Report on Form
10-K for the fiscal year ended October 1, 1995 (the "1995
Annual Report")).
(10) (f)(f) Third Amendment, dated June 22, 1995, to the 1991
Stockholders' Agreement (incorporated by reference to
Exhibit (10)(z) to the 1995 Annual Report).
(10) (g)(g) Fourth Amendment, dated May 23, 1997, to the 1991
Stockholders' Agreement (incorporated by reference to
Exhibit (10)(e) to the 6/29/97 10-Q).
(10) (h)(h) Fifth Amendment, dated June 22, 1999, to the 1991
Stockholders' Agreement (incorporated by reference to
Exhibit (10)(b) to the 7/4/99 10-Q).
(10) (i)(i) Sixth Amendment, dated December 12, 2000, to the 1991
Stockholders' Agreement.
(10) (j)(j) Stockholders' Agreement, dated as of June 22, 1990, by and
among the Company, Charles A. Hayes, George Greenberg and
Maurice Fishman (the "1990 Stockholders' Agreement")
(incorporated by reference to Exhibit (10) (f) to the 1990
Annual Report).
(10) (k)(k) Amendment, dated January 1, 1995, to the 1990
Stockholders' Agreement (incorporated by reference to
Exhibit (10) (b)(b) to the 1995 Annual Report).
(10) (l)(l) Second Amendment, dated June 22, 1995, to the 1990
Stockholders' Agreement (incorporated by reference to
Exhibit (10)(c)(c) to the 1995 Annual Report).
(10) (m)(m) Third Amendment, dated May 23, 1997, to the 1990
Stockholders' Agreement (incorporated by reference to
Exhibit (10)(d) to the 6/29/97 10-Q).
(10) (n)(n) Fourth Amendment, dated June 22, 1999, to the 1990
Stockholders' Agreement (incorporated by reference to
Exhibit (10)(c) to the 7/4/99 10-Q).
(10) (o)(o)* Summary of Short Term Incentive Plan (incorporated by
reference to Exhibit (10) (f)(f) to the 1997 Annual
Report).
(10) (p)(p)* Management Compensation Trust Agreement between
the Company and North Carolina Trust Company dated July 1,
1991 (incorporated by reference to Exhibit (10) (y) to the
1992 Annual Report).
(10) (q)(q)* Amendment to the Management Compensation Trust Agreement
between the Company and North Carolina Trust Company dated
April 1, 1992 (incorporated by reference to Exhibit (10)
(z) to the 1992 Annual Report).
(10) (r)(r)* Second Amendment to the Management Compensation Trust
Agreement between the Company and North Carolina Trust
Company dated July 1, 1992 (incorporated by reference to
Exhibit (10) (a) (a) to the 1992 Annual Report).
(10) (s)(s) Revolving Credit Agreement, dated May 26, 2000, among the
Company and the banks listed therein (incorporated by
reference to Exhibit (10) (a) to the 7/2/00 10-Q).
(10) (t)(t) First Amendment to Revolving Credit Agreement, dated
November 6, 2000, among the Company and the banks listed
therein (incorporated by reference to Exhibit 10.1 to the
11/16/00 8-K).
(10) (u)(u)* Amended and Restated Employment Agreement, dated February
25, 1998, by and among Raschel Fashion Interknitting,
Ltd., Hofmann Laces, Ltd., Curtains and Fabrics, Inc. and
Bruno Hofmann (incorporated by reference to Exhibit (10)
(a) to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 29, 1998).
(10) (v)(v) Stock Purchase Agreement, dated August 6, 1999, between
Victor Posner and Guilford Mills, Inc. (incorporated by
reference to Exhibit (10) (u)(u) to the Company's Annual
Report on Form 10-K for the fiscal year ended October 3,
1999).
11
(13) Annual Report to Stockholders of the Company for the
fiscal year ended October 1, 2000 (only those portions of
such report incorporated by reference to the Annual Report
on Form 10-K are filed herewith).
(21) Subsidiaries of the Registrant.
(23) Consent of Independent Public Accountants.
(27) Financial Data Schedule.
*Items denoted with an asterisk represent management contracts or compensatory
plans or arrangements.
(B) REPORTS ON FORM 8-K
Current Report on Form 8-K, filed with the Securities and Exchange Commission on
August 9, 2000, reporting the adoption of the Company's stockholders' rights
plan
12
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.
GUILFORD MILLS, INC.
By: /s/ Kim A. Thompson
--------------------
Kim A. Thompson
Vice President and Chief
Financial Officer
Dated: December 22, 2000
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/ Charles A. Hayes Chairman of the Board of Directors December 22, 2000
- ----------------------------------------------
Charles A. Hayes
Director; President and Chief Executive
Officer
/s/ John A. Emrich (Principal Executive Officer) December 22, 2000
- ----------------------------------------------
John A. Emrich
Vice President and Chief Financial Officer
/s/ Kim A. Thompson (Principal Financial and Accounting Officer) December 22, 2000
- ----------------------------------------------
Kim A. Thompson
/s/ George Greenberg Vice Chairman of the Board of Directors December 22, 2000
- ----------------------------------------------
George Greenberg
/s/ Tomokazu Adachi Director December 22, 2000
- ----------------------------------------------
Tomokazu Adachi
/s/ Donald B. Dixon Director December 22, 2000
- ----------------------------------------------
Donald B. Dixon
- ---------------------------------------------- Director December 22, 2000
Terrence E. Geremski
/s/ Paul G. Gillease Director December 22, 2000
- ----------------------------------------------
Paul G. Gillease
/s/ Stephen C. Hassenfelt Director December 22, 2000
- ----------------------------------------------
Stephen C. Hassenfelt
13
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Bruno Hofmann Director December 22, 2000
- ----------------------------------------------
Bruno Hofmann
/s/ Sherry R. Jacobs Director December 22, 2000
- ----------------------------------------------
Sherry R. Jacobs
/s/ Stig A. Kry Director December 22, 2000
- ----------------------------------------------
Stig A. Kry
/s/ Grant M. Wilson Director December 22, 2000
- ----------------------------------------------
Grant M. Wilson
Director December 22, 2000
- ----------------------------------------------
Jacobo Zaidenweber
14
INDEX TO FORM 10-K SCHEDULE
Report of Independent Public Accountants.................................. F-1
Schedule II - Analysis of Valuation and Qualifying Accounts for the Years
Ended October 1, 2000, October 3, 1999 and September 27, 1998............. F-2
15
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Stockholders and Board of Directors of Guilford Mills, Inc.:
We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements included in the Guilford
Mills, Inc. Annual Report to Stockholders incorporated by reference in this Form
10-K, and have issued our report thereon dated November 10, 2000. Our audits
were made for the purpose of forming an opinion on those statements taken as a
whole. The schedule on page F-2 is the responsibility of the Company's
management and is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic financial statements.
This schedule has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
/s/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP
Greensboro, North Carolina,
November 10, 2000.
F-1
GUILFORD MILLS, INC.
SCHEDULE II
ANALYSIS OF VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended October 1, 2000, October 3, 1999 and September 27, 1998
(In Thousands)
Additions
Balance Charged to
Beginning Cost and Balance End
of Period Expenses Deductions Other of Period
--------- -------- ---------- ----- ---------
(1) (2)
For the Year Ended September 27, 1998:
Reserve deducted from assets to
which it applies -
Allowance for doubtful
accounts..................... $ 9,488 $ 2,578 $ (2,564) $ (52) $ 9,450
========== ============ ============= ========= ============
Restructuring reserve............ $ -- $2,962 $ (286) $ -- $ 2,676
========== ============ ============= ========= ============
For the Year Ended October 3, 1999:
Reserve deducted from assets to
which it applies -
Allowance for doubtful
accounts..................... $ 9,450 $ 15,344 $ (7,442) $ 41 $ 17,393
========== ============ ============= ========= ============
Restructuring reserve............ $ 2,676 $ -- $ (2,676) $ -- $ --
========== ============ ============= ========= ============
For the Year Ended October 1, 2000:
Reserve deducted from assets to
which it applies -
Allowance for doubtful
accounts..................... $ 17,393 $ 18,136 $ (24,396) $ (53) $ 11,080
========== ============ ============= ========= ============
Restructuring reserve............ $ -- $ 9,742 $ (474) $ -- $ 9,268
========== ============ ============= ========= ============
(1) Deductions are for the purpose for which the reserve was created. Fiscal
1999 includes reversal of $470 of excess reserve into income.
(2) Other amounts represent the effect of exchange rate fluctuations.
F-2