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UNITED STATES
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)
[X] OF THE SECURITIES EXCHANGE ACT OF 1934 [ ] OF THE SECURITIES EXCHANGE ACT OF 1934
(fee required) (fee required)
For the Fiscal Year Ended October 1, 1995
----------------
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 incorporation or organization) (I.R.S. Employer Identification No.)
4925 WEST MARKET STREET
GREENSBORO, NORTH CAROLINA 27407
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (910) 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
6% Convertible Subordinated New York Stock Exchange
Debentures due 2012
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 December 4, 1995 (a
total of 11,853,605 shares of common stock), computed by reference to the last
reported sale price ($21.75) of the Registrant's common stock on the New York
Stock Exchange on such date: $257,815,910.
Number of shares of the Registrant's common stock outstanding as of December
4, 1995: 14,108,721
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Annual Report to Stockholders for the fiscal year ended
October 1, 1995 are incorporated by reference into Parts I and II of this
report.
Certain portions of the Registrant's definitive proxy statement pursuant to
Regulation 14A of the Securities Exchange Act of 1934, as amended, which will
be filed with the Commission on or about December 29, 1995 are incorporated by
reference into Part III of this report.
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GUILFORD MILLS, INC.
PART I
ITEM 1. BUSINESS
GENERAL
Guilford Mills, Inc. (the "Company") is engaged primarily in the
business of producing, processing and selling warp knit fabrics. The Company
knits synthetic yarn, primarily nylon, acetate and polyester, on warp knitting
machinery into warp knit fabrics, which it then dyes and finishes. The Company
sells its finished fabrics for use in a broad range of apparel, automotive,
industrial and home furnishings products. The Company also designs, knits,
dyes, prints and finishes elastomeric and circular knit fabrics for sale
principally to swimwear, dress and sportswear manufacturers. Additionally, the
Company has introduced woven velour fabric capabilities in its expanding
automotive business.
On August 18, 1994, the Company purchased 55% of the outstanding
capital stock of Grupo Ambar, S.A. de C.V. and subsidiaries ("Grupo Ambar").
The acquisition increased the Company's ownership in Grupo Ambar to 75%. Grupo
Ambar is a leading manufacturer of knit textile fabrics in Mexico.
On November 7, 1995, the Company announced its preliminary intent to
acquire 100% of the stock of privately-owned Hofmann Laces, Ltd. and its
affiliates. Hofmann Laces designs and produces lace fabrics for the intimate
apparel, apparel and home furnishings markets. Its also produces stretch knit
fabrics for the apparel swimwear and intimate apparel markets. The transaction
is expected to close in January of 1996.
In 1993, the Company changed its fiscal year for financial reporting
purposes from a fiscal year ending on the Sunday nearest to June 30 to the
Sunday nearest to September 30. Accordingly, presentation of a transition
quarter beginning June 28, 1993 and ending September 26, 1993 is made.
The Company 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.
PRODUCT DEVELOPMENT
Working closely with the Company's customers, the Company's research
and development departments, consisting of 91 full-time U.S. employees, four
employees of Guilford Europe Limited, a United Kingdom corporation and an
indirect wholly-owned subsidiary of the Company ("Guilford Europe"), and one
employee of Grupo Ambar, 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 1995 and 1994,
the transition quarter ended September 26, 1993, and fiscal year 1993 were
approximately $13.8 million, $14.7 million, $3.1 million, and $15.8 million,
respectively.
The Company has numerous trademarks, trade names 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 primarily produces inventory based on customer orders and
significant amounts of inventory are not required to meet rapid delivery 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. Approximately 32% of domestic accounts receivable are factored in
order to avoid the credit risk on such accounts and to obtain larger credit
lines for many customers. The Company has the ability to borrow against such
receivables, although it has traditionally not done so as the related borrowing
terms are less favorable than other available sources of financing. The
Company generally takes advantage of discounts offered by vendors.
MARKETING
The Company sells its warp knit and circular knit fabrics for use in a
broad range of apparel, automotive and home furnishings products. For the
fiscal years ended October 1, 1995, October 2, 1994, and June 27, 1993, the
approximate percentage of the Company's worldwide sales attributable to each
category was as follows:
Oct. 1, Oct. 2, June 27,
1995 1994 1993
------- ------- --------
Apparel 46% 51% 54%
Automotive 43 38 33
Home Furnishings 6 8 10
Other 5 3 3
--- --- ---
Total 100% 100% 100%
=== === ===
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The Company experiences seasonal fluctuations in its sales of apparel
fabrics, with the highest sales historically occurring in the period from
January to June; however, recent trends indicating the natural movement of the
sales, based upon the needs of the Company's customers, to the period from
April to September. Sales of fabrics for use in automotive and home
furnishings products experience insignificant seasonal fluctuations.
Reference is made to Note 12 of the Consolidated Financial Statements
in the Company's Annual Report to Stockholders for the fiscal year ended
October 1, 1995 (the "Annual Report"), which note is incorporated herein by
reference, for financial information relating to sales, income and assets of
Guilford Europe and Grupo Ambar for the last three fiscal years and the
transition quarter.
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.
The Company promotes its fabrics primarily by advertising in trade
publications, in conjunction with yarn producers, and to a lesser extent by
participating in trade shows.
In the United States, the Company has sales offices in New York City,
Los Angeles, Greensboro, Detroit and Chicago. Guilford Europe services the
United Kingdom market with its own marketing group from its Alfreton
administrative offices. Export markets are serviced by in-house personnel
based in the United Kingdom, Belgium and Germany and by commission agents in
most continental European Union countries. Grupo Ambar services its Mexican
market from its administrative office.
The Company has a large number of customers. No customer accounted
for 10% or more of total net sales during fiscal 1995, 1994, or the transition
quarter. One customer, Ford Motor Company, accounted for 13% of the total net
sales of the Company for fiscal 1993.
EXPORT SALES
U.S. export sales, as a percentage of total worldwide sales of the
Company, constituted approximately 3% of total sales in fiscal 1995, and 4% of
total sales in fiscal 1994, the transition quarter, and fiscal 1993.
RAW MATERIALS
In the United States, the Company's warp knit fabrics are constructed
primarily of synthetic yarns: acetate, nylon, polyester and lycra(R). In
fiscal 1995, the Company purchased approximately 80% of such yarns and
internally produced the balance of nylon and polyester yarns. The Company
purchases substantially all of its nylon yarn from three domestic fiber
producers and purchases substantially all of its polyester yarn from three
domestic fiber producers and one domestic texturizer. One domestic fiber
producer supplied substantially all of the acetate yarn. The Company also uses
cotton as well as synthetic yarns in its circular knit operations. In fiscal
1995, all such yarns were readily available and were purchased from numerous
sources.
Fabrics manufactured by Guilford Europe are made from nylon, acetate
and polyester synthetic yarns. The majority of its polyester yarn is purchased
from ten European suppliers, and the majority of its nylon and acetate yarn is
purchased from five European suppliers.
Fabrics manufactured by Grupo Ambar in Mexico are made from nylon,
lycra (R) and polyester synthetic yarn. The majority of its polyester yarn is
purchased from one Mexican, two Japanese and one American supplier. The
majority of its nylon and lycra(R) yarn is purchased from two Mexican
suppliers.
Except for certain specialty yarns, 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 are available in
large quantities from various suppliers.
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 Guilford Europe and
Grupo Ambar, 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 11 of the Consolidated Financial Statements
in the Annual Report, which note is incorporated herein by reference, for
information regarding certain other environmental matters.
COMPETITION
Historically, the textile industry has been both highly competitive
and cyclical in nature. The textile industry has also been characterized by
periods of strong demand, resulting in over-expansion of production facilities,
followed by periods of over-supply. For a number of years, the domestic U.S.
textile industry has been adversely affected by imports of garments comprised
of fabrics manufactured abroad. The principal methods of competition in the
textile industry are pricing, styling and design, customer service and quality.
The weight of each competitive factor varies with the product line involved.
In the United States, the Company's apparel business unit has three
major warp knit competitors and as many as 12 other smaller competitors. The
Company also competes with some apparel 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. In circular knits, the Company has three major competitors and
numerous smaller competitors. The automotive business unit has four major
competitors and several
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smaller competitors. Guilford Europe competes with two warp knitters in the
United Kingdom and several in France. It also competes with many producers of
circular knit and woven fabrics. Grupo Ambar competes with six warp knitters
in Mexico.
EMPLOYEES
As of December 4, 1995, the Company employed 5,335 full-time employees
worldwide. Approximately 1,287 employees (including 463 in Guilford Europe and
457 in Mexico) are represented by collective bargaining agreements.
ITEM 2. PROPERTIES
The Company currently maintains a total of 12 manufacturing and
warehousing facilities in North Carolina (four of which are leased, including
one with an option to purchase, and one of which a portion is subleased to an
unrelated entity), one manufacturing facility in Georgia, two manufacturing
facilities in Pennsylvania and one warehousing facility in Virginia (leased).
The Company's foreign operations based in England include two manufacturing and
warehousing facilities, one in Alfreton in Derbyshire and one in Sudbury in
Suffolk, each owned by the Company, and those based in Mexico include one
manufacturing facility and two warehouses (leased) in Xalostoc, and five retail
stores, four of which are leased, in the Federal District. Management believes
the facilities and manufacturing equipment are in good condition, well
maintained, suitable and adequate for present production. Utilization of the
facilities fluctuates from time to time due to the seasonal nature of
operations and market conditions.
ITEM 3. LEGAL PROCEEDINGS
Reference is made to Note 11 of the Consolidated Financial Statements
in the Annual Report, which note is incorporated herein by reference, for
information regarding certain environmental matters.
On or about August 10, 1993, Skylon Corporation commenced an action in
the United States District Court for the Southern District of New York against
the Company and George Greenberg, the former president and a current director
of the Company. Plaintiff alleged that it was fraudulently induced into
entering into various agreements with the Company. Plaintiff sought an
aggregate of $31.75 million in compensatory and punitive damages. In the
fourth quarter of the 1994 fiscal year, the District Court in this action
granted the Company's summary judgment motion dismissing all of the plaintiff's
claims against the Company. The court denied such motion with respect to Mr.
Greenberg, but Mr. Greenberg has moved to reargue such motion. As a matter of
law, in appropriate circumstances, the Company has an obligation to indemnify
Mr. Greenberg as to any liability he may have in this matter.
On October 12, 1995, the court denied Mr. Greenberg's motion to
reargue, but granted permission for certification for interlocutory appeal to
the Second Circuit Court of Appeals on a narrow issue which, if decided in Mr.
Greenberg's favor, would be dispositive of the case. On October 23, 1995, Mr.
Greenberg petitioned the Second Circuit for permission to appeal. The matter
is currently under consideration.
Except as indicated above, the Company is not a party to any material
pending legal proceedings, other than ordinary routine litigation incidental to
its business. Although the final outcome of these legal matters cannot be
determined, based on the facts presently known, it is management's opinion that
the final resolution of these matters will not have a material adverse effect
on the Company's financial position or future results of operations.
ITEM 4A. 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.
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ITEM 4B. EXECUTIVE OFFICERS OF THE REGISTRANT (AS OF DECEMBER 4, 1995)
Name Age Office or Business Experience
- ---- --- -----------------------------
Charles A. Hayes 60 Chairman of the Board and Chief Executive Officer (since 1976); President and
Chief Operating Officer (from 1991 to 1995); formerly President (from 1968 to
1976) and Executive Vice President (from 1961 to 1968).
John A. Emrich 51 Elected to Board of Directors in 1995; President and Chief Operating Officer
(since 1995); formerly Senior Vice President and President/Automotive Business
Unit (from 1993 to 1995); formerly 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).
Terrence E. Geremski 48 Member of the Board of Directors (since 1993); Vice President, Chief Financial
Officer and Treasurer (since 1992); formerly Vice President and Controller with
Varity Corporation (from 1989 to 1991) and Vice President, Chief Financial
Officer, Treasurer and holder of other executive positions with Dayton Walther
Corp. (from 1979 to 1989).
Alfred A. Greenblatt 46 Senior Vice President (since 1989) and President/Apparel and Home Fashions
Business Unit (since 1991); formerly President/Fashion Apparel Fabrics Business
Unit (from 1989 to 1991) and holder of various executive positions (from 1984
to 1989).
John N. Goldsworthy 47 Vice President (since 1991) and Chief Executive Officer of Guilford Europe
(from 1990 to 1995); formerly Financial Director of Guilford Europe (from 1981
to 1990).
William R. Houser 52 Vice President/Human Resources (since 1994); formerly Vice President/Human
Resources of Baxter Diagnostics (from 1991 to 1994) and holder of other
executive positions with Baxter Healthcare, Inc. (from 1977 to 1991).
Phillip D. McCartney 53 Vice President/Technical Operations (since 1989); formerly holder of various
executive positions with FAB Industries, Inc. (from 1984 to 1989).
Byron McCutchen 48 Senior Vice President and President/Fibers Business Unit (since 1995);
formaly Senior Vice President for the Fibers Business Unit (from 1994 to 1995);
formally Worldwide Business Manager-Dacron(R) Filament-E.I. Dupont Co. (from
1991-1994);Specialty Business Manager- Dacron(R)-E.I. Dupont Co.(from 1990-
1991
No family relationships exist between any executive officers of the Company.
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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 21 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
Reference is made to the information set forth on page 13 in the
section entitled "Selected Financial Data" in the Annual Report, which page is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Reference is made to the information set forth on pages 14 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to information set forth on pages 22 through 34 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" in the Company's definitive proxy statement, which will
be filed with the Commission on or about December 29, 1995 pursuant to
Regulation 14A under the Securities Exchange Act of 1934 (the "Proxy
Statement"), is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information to be included in the section "EXECUTIVE COMPENSATION"
in the Proxy Statement is incorporated herein by reference.
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.
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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 22 through 34
of the Annual Report, which pages are incorporated herein by
reference):
Consolidated Balance Sheets as of October 1, 1995, October 2,
1994, and September 26, 1993
Consolidated Statements of Income for the Years Ended October
1, 1995 and October 2, 1994, the Transition Quarter from June
28, 1993 to September 26, 1993, and the Year Ended June 27,
1993
Consolidated Statements of Stockholders' Investment for the
Years Ended October 1, 1995 and October 2, 1994, the
Transition Quarter from June 28, 1993 to September 26, 1993,
and the Year Ended June 27, 1993
Consolidated Statements of Cash Flows for the Years Ended
October 1, 1995 and October 2, 1994, the Transition Quarter
from June 28, 1993 to September 26, 1993, and the Year Ended
June 27, 1993
Notes to Consolidated Financial Statements
Statement of Management's Responsibility
Report of Independent Public Accountants
2. FINANCIAL STATEMENT SCHEDULE:
Schedule II - Analysis of Valuation and Qualifying Accounts
for the Years Ended October 1, 1995 and October 2, 1994, the
Transition Quarter from June 28, 1993 to September 26, 1993,
and the Year Ended June 27, 1993
3. EXHIBITS:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
(3) (a) Restated Certificate of Incorporation of the Company, as amended through January 14, 1988 (incorporated
by reference to Exhibit 3 (a) (1) to the Company's Annual Report on Form 10-K for the fiscal year ended
July 3, 1988 (the "1988 Annual Report")).
(3) (b) By-Laws of the Company, as amended through August 19, 1993 (incorporated by reference to Exhibit (3)
(b) to the Company's Annual Report on Form 10-K for the fiscal year ended June 27, 1993 (the "1993
Annual Report")).
(4) (a) Promissory Note, dated September 4, 1986, issued by the Company to The Chase Manhattan Bank (National
Association) (incorporated by reference to Exhibit 4(i) to the Company's Annual Report on Form 10-K for
the fiscal year ended June 29, 1986 (the "1986 Annual Report").
(4) (b) Indenture, dated as of March 15, 1987, between the Company and First Union National Bank of North
Carolina, as Trustee (incorporated by reference to Exhibit 4(a) to the Company's Registration Statement
on Form S-3 (Registration No. 33-12612) filed with the SEC on March 13, 1987).
(4) (c) The Note Agreement, dated January 29, 1993, by and among the Company and the purchasers named in the
purchasers' schedule attached thereto (incorporated by reference to Exhibit 4 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended December 27, 1992).
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(4) (d) Rights Agreement dated as of August 23, 1990 between the Company and The First National Bank of Boston,
as Rights Agent (incorporated by reference to Exhibit 1 to the Company's Current Report on Form 8-K
filed with the SEC on September 7, 1990).
(4) (e) Appointment of Successor Rights Agent, dated January 28, 1994, between the Company and Wachovia Bank of
North Carolina, N.A.
(4) (f) The Company has an additional long-term debt instrument which, pursuant to Item 601 (b)(4)(iii) of
Regulation S-K, will be furnished to the Securities and Exchange Commission upon request.
(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)* Amended and Restated Incentive Stock Option Plan-1981 (incorporated by reference to Exhibit (10) (d) to
the Company's Annual Report on Form 10-K for the fiscal year ended June 28, 1987 (the "1987 Annual
Report")).
(10) (c)* Guilford Mills, Inc. 1991 Stock Option 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) (d)* Form of Stock Option Contract for key employees in the 1991 Stock Option Plan (relating to incentive
stock options) (incorporated by reference to Exhibit 28 (b) to the Form S-8).
(10) (e)* Form of Stock Option Contract for Director participants in the 1991 Stock Option Plan (incorporated by
reference to Exhibit 28 (d) to the Form S-8).
(10) (f)* Guilford Mills, Inc. 1989 Restricted Stock Plan (incorporated by reference to Exhibit 10 (b) (2) to the
1990 Annual Report).
(10) (g)* Amendment to 1989 Restricted Stock Plan (incorporated by reference to Exhibit (10) (g) to the 1994
Annual Report).
(10) (h)* Form of Restricted Stock Agreement between the Company and certain of its officers and key employees
pursuant to the 1989 Restricted Stock Plan (incorporated by reference to Exhibit 10 (j) to the
Company's Annual Report on Form 10-K for the fiscal year ended June 28, 1992 (the "1992 Annual
Report")).
(10) (i)* Form of Amendment to Restricted Stock Agreement between the Company and certain of its officers and key
employees pursuant to the 1989 Restricted Stock Plan (incorporated by reference to Exhibit (10) (k) to
the 1992 Annual Report).
(10) (j)* Form of Second Amendment to Restricted Stock Agreement between the Company and certain of its officers
and key employees pursuant to the 1989 Restricted Stock Plan (incorporated by reference to Exhibit (10)
(j) to the 1994 Annual Report).
(10) (k)* Form of Third Amendment to Restricted Stock Agreement between the Company and certain of its officers
and key employees pursuant to the 1989 Restricted Stock Plan (incorporated by reference to Exhibit (10)
(k) to the 1994 Annual Report).
(10) (l)* Form of Fourth Amendment to Restricted Stock Agreement between the Company and certain of its officers
and key employees pursuant to the 1989 Restricted Stock Plan (incorporated by reference to Exhibit (10)
(l) to the 1994 Annual Report).
(10) (m)* 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) (n)* 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).
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(10) (o)* 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) (p)* 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) (q)* Guilford Mills, Inc. Senior Managers' Life Insurance Plan and related Plan Agreement (incorporated by
reference to Exhibit (10) (r) to the 1992 Annual Report).
(10) (r)* Guilford Mills, Inc. Senior Managers' Pre-Retirement Life Insurance Agreement (incorporated by
reference to Exhibit (10) (s) to the 1992 Annual Report).
(10) (s)* 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) (t)* Form of Severance Agreement between the Company and certain of its officers and employees (incorporated
by reference to Exhibit (10) (u) to the 1992 Annual Report).
(10) (u)* Form of Amendment to Severance Agreement between the Company and certain of its officers and employees
(incorporated by reference to Exhibit (10) (v) to the 1994 Annual Report).
(10) (v)* Form of Second Amendment to Severance Agreement between the Company and certain of its officers and
employees (incorporated by reference to Exhibit (10) (w) to the 1994 Annual Report).
(10) (w) Stockholders' Agreement, dated as of April 30, 1991 by and among the Company, Maurice Fishman and
Charles A. Hayes (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) (x) Amendment, dated June 29, 1994, to Stockholders' Agreement, dated as of April 30, 1991, by and among
the Company, Maurice Fishman and Charles A. Hayes (incorporated by reference to Exhibit (10) (y) to the
1994 Annual Report).
10 (y) Second Amendment dated January 1, 1995, to Stockholders' Agreement, dated as of April 30, 1991, by and
among the Company, Maurice Fishman and Charles A. Hayes
10 (z) Third Amendment dated June 22, 1995, to Stockholders' Agreement, dated as of April 30, 1991, by and
among the Company, Maurice Fishman and Charles A. Hayes
10 (a)(a) Stockholders' Agreement, dated as of June 22, 1990, by and among the Company, Charles A. Hayes, George
Greenberg and Maurice Fishman (incorporated by reference to Exhibit 10 (f) to the 1990 Annual Report).
10 (b)(b) Amendment dated January 1, 1995, to Stockholders' Agreement, dated as of June 22, 1990, by and among
the Company, Charles A. Hayes, George Greenberg and Maurice Fishman.
10 (c)(c) Second Amendment dated June 22, 1995, to Stockholders' Agreement, dated as of June 22, 1990, by and
among the Company, Charles A. Hayes, George Greenberg and Maurice Fishman.
(10) (d) (d)* Short Term Incentive Compensation Plan for Key Managers (incorporated by reference to Exhibit (10) (x)
to the 1992 Annual Report).
(10) (e) (e)* 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) (f) (f)* 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) (g) (g)* 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).
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(10) (h) (h) Credit Agreement dated as of May 14, 1993 between the Company and Wachovia Bank of North Carolina, N.A.
(incorporated by reference to Exhibit (10) (y) to the 1993 Annual Report).
10 (i)(i) Revolving Credit Facility by and between the Company, as borrower, Gold Mills, Inc. as Guarantor, and
the banks listed therein.
(13) Annual Report to Stockholders of the Company for the fiscal year ended October 1, 1995 (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 (for SEC use only)
*Items denoted with an asterisk represent management contracts or compensatory plans or arrangements.
(B) REPORTS ON FORM 8-K
Not Applicable.
10
11
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/ Terrence E. Geremski
------------------------
Terrence E. Geremski
Vice President, Chief Financial
Officer and Treasurer
Dated: December 29, 1995
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
--------- ----- ----
Chairman of the Board of Directors
and Chief Executive Officer (Principal December 29, 1995
/s/ Charles A. Hayes Executive Officer)
--------------------------------------
Charles A. Hayes
/s/ Maurice Fishman Vice Chairman of the Board of Directors December 29, 1995
--------------------------------------
Maurice Fishman
/s/ George Greenberg Vice Chairman of the Board of Directors December 29, 1995
--------------------------------------
George Greenberg
Director; Vice President, Chief Financial
Officer and Treasurer (Principal December 29, 1995
/s/ Terrence E. Geremski Financial and Accounting Officer)
--------------------------------------
Terrence E. Geremski
Director; President and Chief Operating
/s/ John A. Emrich Officer December 29, 1995
--------------------------------------
John A. Emrich
/s/ Jacobo Zaidenweber Director December 29, 1995
--------------------------------------
Jacobo Zaidenweber
/s/ Tomokazu Adachi Director December 29, 1995
--------------------------------------
Tomokazu Adachi
/s/ Donald B. Dixon Director December 29, 1995
--------------------------------------
Donald B. Dixon
/s/ Stephen C. Hassenfelt Director December 29, 1995
--------------------------------------
Stephen C. Hassenfelt
11
12
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Sherry R. Jacobs Director December 29, 1995
--------------------------------------
Sherry R. Jacobs
/s/ Stig A. Kry Director December 29, 1995
--------------------------------------
Stig A. Kry
/s/ Paul G. Gillease Director December 29, 1995
--------------------------------------
Paul G. Gillease
12
13
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, 1995 and October 2, 1994, the Transition Quarter from June 28, 1993 to
September 26, 1993, and the Year Ended June 27, 1993. . . . . . . . . . . . . . . . . . . . F-2
13
14
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of Guilford Mills, Inc.:
We have audited in accordance with generally accepted auditing
standards, the financial statements included in the Guilford Mills, Inc. Annual
Report to the Stockholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated November 15, 1995. Our audit was 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.
ARTHUR ANDERSEN LLP
Greensboro, North Carolina,
November 15, 1995.
F-1
15
GUILFORD MILLS, INC.
SCHEDULE II
ANALYSIS OF VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended October 1, 1995 and October 2, 1994, the Transition Quarter
from June 28, 1993 to September 26,
1993, and the Year Ended June 27, 1993
(In Thousands)
Additions
Balance Charged to Balance
Beginning Cost and End of
of Period Expenses Deductions Other Period
---------- -------- ---------- ----- ------
(1) (2)
For the Year Ended June 27, 1993:
Reserve deducted from assets
to which it applies -
Allowance for doubtful
accounts . . . . . . . . . . . . . . $5,764 $2,994 $ (21) $(159) $8,578
====== ====== ======= ===== ======
For the Transition Quarter Ended
September 26, 1993:
Reserve deducted from assets
to which it applies -
Allowance for doubtful
accounts . . . . . . . . . . . . . . $8,578 $ -- $ (1) $(171) $8,748
====== ====== ======= ===== ======
For the Year Ended October 2, 1994:
Reserve deducted from assets
to which it applies -
Allowance for doubtful
accounts . . . . . . . . . . . . . . $8,748 $1,334 $(1,719) $ 182 $8,545
====== ====== ======= ===== ======
For the Year Ended October 1, 1995:
Reserve deducted from assets
to which it applies -
Allowance for doubtful
accounts . . . . . . . . . . . . . . $8,545 $3,186 $(2,645) $(219) $8,867
====== ====== ======= ===== ======
(1) Deductions are for the purpose for which the reserve was created.
(2) Other amounts represent the effect of exchange rate fluctuations.
(3) See Notes to Consolidated Financial Statements.
F-2
16
Exhibit Index
(4) (e) Appointment of Successor Rights Agent, dated January 28,
1994, between the Company and Wachovia Bank of North
Carolina, N.A.
10 (y) Second Amendment dated January 1, 1995, to Stockholders'
Agreement, dated as of April 30, 1991, by and among the
Company, Maurice Fishman and Charles A. Hayes
10 (z) Third Amendment dated June 22, 1995, to Stockholders'
Agreement, dated as of April 30, 1991, by and among the
Company, Maurice Fishman and Charles A. Hayes
10 (b)(b) Amendment dated January 1, 1995, to Stockholders'
Agreement, dated as of June 22, 1990, by and among the
Company, Charles A. Hayes, George Greenberg and Maurice
Fishman.
10 (c)(c) Second Amendment dated June 22, 1995, to Stockholders'
Agreement, dated as of June 22, 1990, by and among the
Company, Charles A. Hayes, George Greenberg and Maurice
Fishman.
10 (i)(i) Revolving Credit Facility by and between the Company, as
borrower, Gold Mills, Inc. as Guarantor, and the banks
listed therein.
(13) Annual Report to Stockholders of the Company for the
fiscal year ended October 1, 1995 (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 (for SEC use only)