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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 30, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
--------------- --------------------
Commission file number 0-1790
RUSSELL CORPORATION
(Exact name of registrant as specified in its charter)
Alabama 63-0180720
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
755 Lee Street
Alexander City, Alabama 35011-0272
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (205) 329-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- ---------------------
Common Stock, $.01 par value New York Stock Exchange
Pacific 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, 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. [ ]
The aggregate market value of Common Stock, par value $.01, held by
non-affiliates of the registrant, as of March 22, 1996, was approximately
$787,525,448.
As of March 22, 1996, there were 38,942,173 shares of Common Stock,
$.01 par value outstanding (excluding treasury shares).
-Continued-
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Shareholders Report for the year ended December
30, 1995 are incorporated by reference into Parts II and IV.
Portions of the Proxy Statement for the Annual Meeting of Shareholders
to be held on April 24, 1996 are incorporated by reference into Part III.
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PART I
ITEM 1. Business
GENERAL
Russell Corporation (together with its subsidiaries, the "Company") is
a vertically integrated international manufacturer and marketer of activewear,
athletic uniforms, better knit shirts, licensed sports apparel, sports and
casual socks, and a comprehensive line of lightweight, yarn-dyed woven fabrics.
The Company's manufacturing operations include the entire process of converting
raw fibers into finished apparel and fabrics. Russell's products are marketed
through five sales divisions--Knit Apparel, Athletic, Licensed Products,
International, and Fabrics--as well as through Cross Creek Apparel, Inc. and
DeSoto Mills, Inc., two wholly owned subsidiaries. Products are marketed to
sporting goods dealers, department and specialty stores, mass merchandisers,
golf pro shops, college bookstores, screen printers, distributors, mail-order
houses, and other apparel manufacturers. There was no material change in the
nature of the business conducted by Russell Corporation during 1995.
Of the Company's total revenues, more than ninety percent are derived
from the sale of completed apparel, with the balance from woven fabrics.
During the two previous fiscal years ending December 31, 1994 and January 1,
1994, completed apparel accounted for more than ninety percent of total
revenues. Foreign and export sales for 1995 and each of the immediately
preceding two years were less than ten percent of total net sales. One
customer, Wal-Mart Stores, Inc., accounted for 15.1 percent of total revenues
in 1995, 13.1 percent in 1994 and 16.1 percent in 1993.
The Company produces athletic uniforms for most recognized sports
activities and for players of all ages and sizes. These products are marketed
to professional, collegiate, high school and other teams as well as to
individuals. Knit apparel, such as T-shirts, fleece sweatshirts and
sweatpants, pullovers, jackets, and other similar knitted products, is produced
for the general consumer market. Knit product lines also include knit placket
shirts, rugby-styled shirts and turtlenecks. The Company also produces sports
and casual socks including tube, quarter anklet and crew socks for men, women
and children. Woven fabrics are produced and sold to other apparel
manufacturers for men's, women's and children's wear.
The Company's principal manufacturing facilities are located in and
around Alexander City, Alabama. It also operates 32 additional plants in other
communities in Alabama, Florida, Georgia, North Carolina and Virginia.
Warehousing and shipping is conducted in Alexander City, Dothan and Montgomery,
Alabama; Marianna and Miami, Florida; Mt. Airy, North Carolina; Columbus,
Georgia; Chicago, Illinois; Sparks, Nevada; and Palisades Park, New Jersey.
The primary manufacturing and distribution facilities for Russell Corp. UK
Limited are located in and around Livingston, Scotland. The Company also
maintains warehouses in Mexico City, Mexico, San Juan del Rio, Mexico and
Melbourne, Australia. In 1996, the Company plans to begin apparel assembly in
a Company-operated facility in Honduras.
As a vertically integrated operation, the Company converts raw fibers
into finished apparel and fabrics utilizing company-owned spinning mills,
knitting and weaving equipment, dyeing and finishing facilities, and cutting
and sewing operations. Generally, the Company produces most of the yarns,
other than
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textured and filament yarns, used in the manufacturing process. As a result of
its integrated production process, substantially all functions required to
produce finished apparel and fabrics can be performed by the Company without
reliance upon outside contractors. The Company did, however, assemble 13
percent of the apparel at domestic and offshore contractors as well as rely on
outside suppliers for headwear and certain outerwear products.
The Company benefits from flexibility in its production scheduling
capability, permitting it to shift product emphasis as markets improve, change
or temporarily decline for particular products. This ability to respond
quickly to market changes has enabled the Company to more effectively manage
the utilization of its manufacturing capacity.
The Company's revenue and income are subject to minor seasonal
variations. However, due to the time which may elapse between the placement of
orders and shipment of goods, prices may or may not immediately reflect changes
in the Company's cost of raw materials and other costs. Working capital needs
may change with the increase or decrease in inventories or accounts receivable
as a result of a variety of credit terms and time between production and
shipments. Production schedules are based upon current orders, the history of
customer orders, market research, and similar factors. The Company has no
meaningful backlog figures.
The Company does not hold any significant patents, franchises or
concessions. The Company's ability to manufacture and sell licensed apparel
products is dependent upon licenses held by the Company to utilize various
trademarks and tradenames on such apparel. These licenses are subject to
periodic renewal and negotiation and certain minimum payments.
MANUFACTURING
The Company has the capability of converting raw fibers into finished
products in major production complexes which are complemented by several
satellite production facilities in the same geographic areas. The Company
emphasizes the utilization of technological advances and devotes a major
portion of its capital expenditure program to keeping its manufacturing
machinery and equipment modern and efficient.
The total process includes spinning of yarn from cotton and blends of
cotton and man-made fibers such as polyester; fabrication of knit and woven
fabrics; dyeing, bleaching, and otherwise finishing those fabrics; and
manufacturing finished apparel in various cutting and sewing operations. These
operations are discussed below:
Yarn Manufacturing - The spinning of yarns, the process by which
fibers of raw cotton and blends of cotton and man-made fibers are converted
into continuous strands, is a key operation in the manufacturing process. Yarn
uniformity and strength are the principal characteristics which materially
affect the efficiency of subsequent manufacturing processes and the quality of
the finished fabrics or apparel. The Company manufactures a variety of yarn
sizes for various end uses.
The Company purchases synthetic fibers from one principal supplier.
There are approximately four major producers of such fibers in the United
States. The Company purchases cotton, primarily grown in the Southeastern
region, from various
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cotton merchants. The Company also purchases all of its requirements of
filament and textured yarns from other manufacturers. The Company has
experienced no material difficulty in purchasing adequate supplies, and does
not presently anticipate any difficulties in the future. The Company has no
long-term contracts for the supply of raw materials and is, therefore, subject
to market price fluctuations.
Fabrication - The yarns described above are converted by the Company
into cloth or fabrics through the processes of single knitting, supplemented by
smaller operations of weaving, double knitting and warp knitting. These
operations are conducted in four plant locations in Alexander City and
Prattville, Alabama. Fabrication facilities for Cross Creek are located in Mt.
Airy and North Wilkesboro, North Carolina. Additional knitting is done on a
contract basis to support the sock line. Similar fabrication facilities in
Livingston, Scotland, service Russell Corp. UK Limited.
Dyeing and Finishing - Fabrics described above are either used in the
production of the Company's own apparel or sold to others. These fabrics are
dyed and finished in company-owned facilities in Alexander City, Sylacauga and
Ft. Payne, Alabama; Mt. Airy, North Carolina; and Livingston, Scotland.
Yarn-dyed fabrics are dyed in the yarn manufacturing stage. The dyeing and
finishing processes impart and affect the appearance, the hand (feel),
colorfastness, uniformity, shade, and stability (retention of shape and form)
of the fabric.
Cutting and Sewing - The Company's cutting and sewing operations are
currently located in 33 plants in the U.S. and two plants in Scotland which
serve its apparel marketing operations. The Company employs an engineering
staff to assist in the design and development of new equipment to improve
efficiencies and automate production facilities in the cutting and sewing
operations which historically have been characterized by high labor costs.
The Company places a major emphasis upon maintaining sufficient modern
cutting and sewing equipment, thereby providing flexibility to accommodate
changing patterns, styles and designs of its apparel products.
MARKETING
Knit Apparel Division - Under the JERZEES label and private labels,
this division designs and markets a wide variety of knitted apparel, including
fleece sportswear, such as sweatshirts, sweatpants and other fashion items, and
lightweight sportswear, such as T-shirts, tank tops, and shorts for children
and adults. The Company signed an exclusive licensing agreement in 1993 to
introduce a line of women's and girls' activewear under the chic(R) brand name
in the United States and in 1995 extended that agreement to include H.I.S.(R)
which is a supplemental license for men's sportswear.
The apparel is sold by a salaried, company-employed salesforce to
distributors, screen printers, mass merchants, craft chains and other
specialized retail outlets. The Division maintains sales offices in Alexander
City, Alabama; New York, New York; Irving, Texas; and Irvine, California.
Athletic Division - RUSSELL ATHLETIC produces and markets high-quality
teamwear and knit activewear through distribution partners including sporting
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goods dealers, specialty stores, department stores, sporting goods chains, and
major mail-order catalogues. Sales are made by Company employees.
The Company has a dominant position as a supplier of team uniforms,
providing practice and game uniforms for both professional and amateur
participants of almost every major sport. Russell is the "official" supplier
of team uniforms for Major League Baseball teams. The Company believes it is
the largest manufacturer of athletic uniforms in the United States.
Activewear such as sweatshirts, sweatpants, T-shirts, tank tops, and
shorts are also sold under the RUSSELL ATHLETIC label. The Company
merchandises the RUSSELL ATHLETIC line in product categories such as NuBlend,
HIGH COTTON, and PRO COTTON.
The Company furnishes most of its own yarn and fabric used in this
division and also supplements its requirements with purchases from outside
suppliers. The uniforms are manufactured in a wide variety of styles, fabrics
and colors, with lettering and numerical arrangements available to customer
specifications.
Licensed Products Division - The Company is a leading factor in the
licensed sports apparel market, selling its products under licenses granted by
Major League Baseball, the National Football League, the National Basketball
Association, the National Hockey League, the National Collegiate Athletic
Association, the 1996 Olympics,the PGA Tour and most major colleges and
universities. Products include various headwear, activewear and outerwear
items. The Company has the exclusive rights to market authentic game jerseys
under Major League Baseball Properties' Authentic Diamond Collection.
These products are sold through commission sales representatives and a
company-employed salesforce to retailers across the nation. Distribution
channels include specialty athleticwear stores, department stores, licensed
product specialty stores, full-line sporting goods stores, college bookstores,
concessionaires, and souvenir and gift stores.
The Licensed Products Division was formed in 1994 to coordinate the
Company's domestic licensed products business, including The Game, the licensed
products of Russell Athletic and the Chalk Line family of brands. As part of
this effort, The Game Inc. subsidiary was merged into Russell Corporation
effective December 31, 1994.
International Division - The International Division markets the
JERZEES, RUSSELL ATHLETIC and CROSS CREEK brands throughout various countries
outside the United States. It also handles the Company's licensed products
efforts outside the U.S. and Canada. The Company's major international market
is Europe with both manufacturing and marketing.
Russell's European production operations include knitting, dyeing and
finishing, cutting and sewing, and distribution facilities in and around
Livingston, Scotland. Russell has developed an international sales
infrastructure with offices in Alicante, Spain; Brussels, Belgium; Frankfurt,
Germany; Paris, France; Prague, Czech Republic; Prato, Italy; Hong Kong; Sao
Paulo, Brazil; and Melbourne, Australia.
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Fabrics Division - The Fabrics Division designs and markets quality
woven fabrics of cotton and blends of cotton and man-made fibers in a wide
variety of patterns, colors and constructions for sale primarily to other
manufacturers of apparel. Most of the woven fabrics are made with dyed yarns to
produce fabrics to meet customer specifications. Sales are made by the
Company's own marketing staff from its Alexander City, Atlanta, and New York
sales offices and also by commission sales representatives located in Dallas,
New York and Toronto.
Cross Creek Apparel, Inc. - Cross Creek designs and markets better
knit apparel including placket shirts, turtlenecks and rugbys. The CROSS CREEK
PRO COLLECTION, designed specifically for golfers, is sold in golf pro shops
and resort areas. The CROSS CREEK retail line is distributed through
department stores and men's specialty shops. The CROSS CREEK COUNTRY COTTONS
and JERZEES lines of placket shirts are marketed through national distributors
to screen printers and embroiderers. CROSS CREEK also manufactures private
label apparel for high-end catalogues and other retailers. In addition to
commission agents, Cross Creek maintains a company-employed sales force with
offices in Mt. Airy, North Carolina and New York, New York.
DeSoto Mills, Inc. - DeSoto Mills, Inc., is a finisher/manufacturer of
popularly priced socks for men, women and children. DeSoto Mills produces and
sells sports and casual socks under the brand names of JERZEES, DeSoto Player's
Club, Athletic Club, Performance Club, and Player's Performance. Socks are
also sold to private label customers and under licensing agreements such as
Beverly Hills Polo Club and Hytest. Sales are made through a Company-employed
sales force principally to the wholesale club market and to discount retailers.
DeSoto Mills, Inc. was acquired March 29, 1994 in a stock transaction
valued at approximately $10,000,000. DeSoto Mills, Inc. is operated as a
wholly owned subsidiary of Russell Corporation.
COMPETITION
The textile-apparel industry is keenly competitive, and the Company
has many domestic and foreign competitors, both large textile-apparel companies
and smaller concerns. While the sales of a number of manufacturers are
substantially greater than those of the Company, no single manufacturer
dominates the industry.
EMPLOYEES
As of December 30, 1995, the Company had 17,766 employees. The
Company has never had a strike or work stoppage and considers its relationship
with its employees to be good.
REGULATION
The Company is subject to federal, state, and local laws and
regulations affecting its business, including those promulgated under the
Occupational Safety
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and Health Act (OSHA), the Consumer Product Safety Act (CPSA), the Flammable
Fabrics Act, the Textile Fiber Product Identification Act, and the rules and
regulations of the Consumer Products Safety Commission (CPSC). The Company
believes that it is in substantial compliance with all applicable governmental
regulations under these statutes. The Company has complied with all known
current environmental requirements and expects no major additional expenditures
in this area in the foreseeable future.
ITEM 2. Properties
The Company's principal executive offices, manufacturing plants and
research facilities are located in Alexander City, Alabama, with additional
plants in Alabama, Florida, Georgia, Nevada, North Carolina, Virginia and (in
and around) Livingston, Scotland. The Company has no material mortgages on any
of its real property or manufacturing machinery except for capitalized lease
obligations (see Note 4 of Notes to Consolidated Financial Statements), and
believes that all of its properties are well maintained and suitable for its
operations and are currently fully utilized for such purposes.
The Company utilizes an aggregate of approximately 10,988,400 square
feet of manufacturing, warehousing and office facilities. The following table
summarizes the approximate areas of such facilities:
Approximate
Primary Use Square Feet
----------- -----------
Spinning 1,555,500
Knitting and Weaving 842,400
Dyeing and Finishing 705,000
Cutting and Sewing 2,146,100
Warehousing and Shipping 4,480,000
Retail/Outlet Stores 143,400
Executive Offices, Maintenance Shops
and Research and Development 596,700
Scotland 468,900
Mexico 50,400
All presently utilized facilities in the U.S. are owned, except the
Montgomery and Greenville, Alabama, sewing plants; Columbus, Georgia and
Sparks, Nevada distribution facilities; several regional warehouses; the
regional sales offices; and the majority of the outlet/retail store locations
(see Notes 4 and 11 of Notes to Consolidated Financial Statements).
ITEM 3. Legal Proceedings
The Company is a party to various lawsuits arising out of the conduct
of its business, none of which, if adversely determined, would have a material
adverse affect upon the Company.
ITEM 4. Submission of Matters to a Vote of Security Holders
None
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EXECUTIVE OFFICERS OF THE COMPANY
"Election of Directors" on pages one through four of the Proxy
Statement for the Annual Meeting of Shareholders to be held April 24, 1996 is
incorporated herein by reference.
Additional executive officers who are not directors are as follows:
Officer
Name Age Since Position
---- --- ------- --------
Fred O. Braswell III 40 1992 Vice President-External Affairs
Steve R. Forehand 40 1987 Secretary
Thomas R. Johnson, Jr. 53 1989 Executive Vice President-Manufacturing
W. J. Spires, Jr. 50 1988 President - Cross Creek Apparel, Inc.
JT Taunton, Jr. 53 1983 Executive Vice President-Sales and Marketing
Larry E. Workman 52 1987 Controller
Mr. Braswell, employed by the Company in 1992, was Director of the
Alabama Development Office from 1990 until 1992. Prior to 1990, he was
Director of the Alabama Department of Economic and Community Affairs.
Mr. Forehand, employed by the Company in 1985 as Director of Taxes,
served as Assistant Secretary from 1987 to 1988. Prior to joining the Company,
he was engaged in the private practice of law.
Mr. Johnson, employed by the Company since 1989, most recently served
as Vice President, Greige Manufacturing. Prior to joining Russell, he served
as Operations Manager for Eden Yarns, Inc. from 1987 to 1989 and as a Plant
Manager for Avondale Mills from 1984 to 1987. Prior to that, Mr. Johnson was
employed by Chicopee, a division of Johnson & Johnson.
Mr. Spires, employed by the Company in 1969, was elected President,
Cross Creek Apparel, Inc. in 1993. Prior to that, he served from 1988 to 1993
as Vice President, Services, where he directed the Company's Distribution,
Transportation and Information Services activities. Prior to 1988, Mr. Spires
held several management positions with Russell in both sales and operations.
Mr. Taunton, employed by the Company since 1973, most recently served
as President of the Fabrics Division from 1988 to 1993. Prior to that, he
served as Vice President, Operations and as Operations Manager for the Fabrics
Division.
Mr. Workman, employed by the Company since 1969 as an accountant,
served as Manager of Cost Accounting from 1970 to 1987.
All executive officers and all other officers of the Company are
elected by the Board of Directors and serve at the pleasure of the Board of
Directors.
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PART II
ITEM 5. Market for the Registrant's Common Stock and Related Security
Holder Matters
"Dividend and Market Information" on page 33 and in Note 4 to
Consolidated Financial Statements on page 28 of the Annual Shareholders Report
for the year ended December 30, 1995 are incorporated herein by reference.
The approximate number of holders of the Company's common stock at
March 11, 1996 was 12,300.
ITEM 6. Selected Financial Data
"Financial Review" on pages 18 and 19 of the Annual Shareholders
Report for the year ended December 30, 1995 is incorporated herein by
reference.
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" on page 20 of the Annual Shareholders Report for the
year ended December 30, 1995 is incorporated herein by reference.
ITEM 8. Financial Statements and Supplementary Data
The following consolidated financial statements of the registrant and
its subsidiaries, included in the Annual Shareholders Report for the year ended
December 30, 1995 are incorporated herein by reference:
... Consolidated balance sheets - December 30, 1995 and
December 31, 1994
... Consolidated statements of income - Years ended December 30,
1995, December 31, 1994 and January 1, 1994
... Consolidated statements of cash flows - Years ended
December 30, 1995, December 31, 1994 and January 1, 1994
... Consolidated statements of stockholders' equity - Years ended
December 30, 1995, December 31, 1994 and January 1, 1994
... Notes to consolidated financial statements - Years ended
December 30, 1995, December 31, 1994 and January 1, 1994
... Report of Independent Auditors
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
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PART III
ITEM 10. Directors and Executive Officers of the Registrant
"Election of Directors" on pages one through four and "Principal
Shareholders" on pages 13 and 14 of the Proxy Statement for the Annual Meeting
of Shareholders to be held April 24, 1996 is incorporated herein by reference.
"Executive Officers of the Company" on page I-7 of this report is
incorporated herein by reference.
Other significant employees are as follows:
Officer
Name Age Since Position
---- --- ------- --------
Fletcher D. Adamson 61 1987 Vice President-Research
William P. Dickson, Jr. 55 1974 Vice President-Human Resources
J. Franklin Foy 60 1982 Vice President-Dyeing and Finishing
John E. Frechette 56 1991 Vice President-International
Jerry W. Green 52 1990 Vice President-Apparel Operations
K. Roger Holliday 37 1988 President-Licensed Products Division
Joseph P. Irwin 38 1994 President-Knit Apparel Division
D.W. Wachtel 57 1991 President-Athletic Division
Mr. Adamson, employed by the Company since 1955, was Director, Machine
Research and Development from 1969 to 1987. He began his career in the cutting
operation for the Athletic Division and was a Supervisor in the division's
sewing operations from 1960 to 1969.
Mr. Dickson, employed by the Company in 1974, was previously
Industrial Relations Manager for the Bibb Company.
Mr. Foy, employed by the Company since 1959, was Operating Vice
President, Dyeing and Finishing prior to 1982.
Mr. Frechette, employed by the Company in 1991, operated J.F. &
Associates from 1986 to 1991. J.F. & Associates provided general management
and marketing consulting with focus on the apparel industry. Prior to 1986, he
was employed by Levi Strauss & Company for 15 years, most recently, as Vice
President and General Manager of the Jeans Division U.S.A.
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Mr. Green, employed by the Company since 1969, has held various
management positions in the apparel operations of the Company. Most recently,
he served as Operating Vice President, Apparel Manufacturing from 1986 to 1990.
Mr. Holliday, employed by the Company since 1986, was named President
of the Licensed Products Division in 1994. He served as President of the Knit
Apparel Division from 1991 until 1994 and Assistant Treasurer from 1988 to 1991.
Mr. Irwin, employed by the Company in 1980, was named President of the
Knit Apparel Division in 1994. Prior to that he served in various capacities
in the Knit Apparel Division including, Vice President, Sales from 1993 to
1994; Vice President, Retail/Private Label from 1991 to 1993; and Vice
President, Operations from 1990 to 1991. From 1988 until 1990, he served as
Sales Manager for the Knit Division.
Mr. Wachtel, employed by the Company in 1976, was promoted to
President of the Athletic Division in 1991. He formed the Mid-South Regional
Office in 1980 and formed the Mid-Southeast Sales Office in 1986. He was
General Manager of Russell Athletic, Inc. in Snellville, Georgia from 1989 to
1990 and Vice President, Sales in the Athletic Division from 1990 to 1991.
"Compliance with Section 16(a) of the Securities Exchange Act of 1934"
on page 15 of the Proxy Statement for the Annual Meeting of Shareholders to be
held April 24, 1996 is incorporated herein by reference.
ITEM 11. Executive Compensation
"Executive Compensation" on pages 4 through 12 of the Proxy Statement
for the Annual Meeting of Shareholders to be held April 24, 1996 is
incorporated herein by reference.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
(a) "Principal Shareholders" on pages 13 and 14 of the Proxy
Statement for the Annual Meeting of Shareholders to be held April 24, 1996 is
incorporated herein by reference.
(b) Information concerning security ownership of management set
forth in the Proxy Statement for the Annual Meeting of Shareholders to be held
April 24, 1996 under the captions "Security Ownership of Management" on page
14 is incorporated herein by reference.
(c) There are no arrangements known to the registrant the
operation of which may at a subsequent date result in a change in control of
the registrant.
ITEM 13. Certain Relationships and Related Transactions
"Transactions with Management and Others" on page 15 of the Proxy
Statement for the Annual Meeting of Shareholders to be held April 24, 1996 is
incorporated herein by reference.
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PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a) List of Documents filed as part of this Report:
(1) Financial Statements
All financial statements of the registrant as
set forth under Item 8 of this Report on Form 10-K
(2) Financial Statement Schedule
Schedule Page
Number Description Number
-------- ----------- ------
II Valuation and Qualifying
Accounts IV-4
All other financial statements and schedules not listed have
been omitted since the required information is included in the
consolidated financial statements or the notes thereto, or is not
applicable or required.
(3) Exhibits (numbered in accordance with Item 601 of
Regulation S-K)
Page Number or
Exhibit Incorporation
Numbers Description by Reference to
------- ----------- ---------------
(3a) Restated Articles of IV-7
Incorporation
(3b) Certificate of Adoption IV-8
of Resolutions by Board
of Directors of Russell
Corporation dated
October 25, 1989
(3c) Bylaws IV-9
(4) Rights Agreement dated Exhibit 1 to Form 8-A dated
October 25, 1989 between October 30, 1989
the Company and First Registration Statement
Alabama Bank, Montgomery, No. 1-5822
Alabama
(10a) Form of Deferred IV-10
Compensation Agreement
with certain officers
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Page Number or
Exhibit Incorporation
Numbers Description by Reference to
------- ----------- ---------------
(10b) Fuel supply contract Exhibit 13(c) to
with Russell Lands, Registration Statement
Incorporated dated No. 2-33943
May 21, 1975
(10c) 1978 Stock Option Plan Exhibit 1 to
Registration Statement
No. 2-64496
(10d) October 28, 1981 Amendment IV-11
to Stock Option Plans
January 2, 1988
(10e) 1987 Stock Option Plan Exhibit 1 to
Registration Statement
No. 33-24898
(10f) 1993 Executive Long-Term Exhibit 4(c) to
Incentive Plan Registration Statement
No. 33-69679
(11) Computations of Earnings IV-12
per Common Share
(13) 1995 Annual Report to IV-13
Shareholders
(21) List of Significant IV-14
Subsidiaries
(23) Consent of Ernst & Young LLP, IV-15
Independent Auditors
(27) Financial Data Schedule
(99) Proxy Statement for April 24, 1996 IV-16
(b) Reports on Form 8-K
No reports on form 8-K were filed during the fourth quarter of
the year ended December 30, 1995.
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For the purpose of complying with the amendments to the rules
governing Form S-8 (effective July 13, 1990) under the Securities Act of 1933,
the undersigned registrant hereby undertakes as follows, which undertaking
shall be incorporated by reference into the undertakings contained in Part II
of the registrant's registration statements on Form S-8 numbers 2-64496 and
33-24898:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that, in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
RUSSELL CORPORATION AND SUBSIDIARIES
- ----------------------------------------------------------------------------------------------------------------------------
BALANCE AT ADDITIONS BALANCE
BEGINNING CHARGED TO COSTS AT END
DESCRIPTION OF PERIOD AND EXPENSES ACQUISITION DEDUCTIONS OF PERIOD
- ----------------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 30, 1995
Allowance for doubtful accounts $ 8,115,122 $ 4,407,505 $ -0- $ 4,198,033 (1) $ 8,324,594
Reserve for discounts and returns 2,342,719 9,105,828 -0- 9,436,573 (2) 2,011,974
----------- ----------- ---------- ----------- -----------
TOTALS $10,457,841 $13,513,333 $ -0- $13,634,606 $10,336,568
=========== =========== ========== =========== ===========
YEAR ENDED DECEMBER 31, 1994
Allowance for doubtful accounts $ 8,487,284 $ 3,978,303 $ 40,000 $ 4,390,465 (1) $ 8,115,122
Reserve for discounts and returns 2,634,399 17,713,714 -0- 18,005,394 (2) 2,342,719
----------- ----------- ---------- ----------- -----------
TOTALS $11,121,683 $21,692,017 $ 40,000 $22,395,859 $10,457,841
=========== =========== ========== =========== ===========
YEAR ENDED JANUARY 1, 1994
Allowance for doubtful accounts $ 5,579,113 $ 7,852,497 $ 779,198 $ 5,723,524 (1) $ 8,487,284
Reserve for discounts and returns 2,548,190 14,912,255 170,274 14,996,320 (2) 2,634,399
----------- ----------- ---------- ----------- -----------
TOTALS $ 8,127,303 $22,764,752 $ 949,472 $20,719,844 $11,121,683
=========== =========== ========== =========== ===========
(1) Uncollectible accounts written off, net of recoveries.
(2) Discounts and returns allowed customers during the year.
17
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, thereunder duly authorized.
RUSSELL CORPORATION
(Registrant)
Date 3/22/96 By /s/ John C. Adams
------- --------------------------------------
John C. Adams
Chairman, President and CEO
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report is signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ John C. Adams Chairman, President and CEO 3/22/96
------------------------ -------
John C. Adams Date
/s/ James D. Nabors Executive Vice President and 3/22/96
------------------------ Chief Financial Officer, and -------
James D. Nabors Director (Principal Financial Date
Officer)
/s/ Herschel M. Bloom Director 3/22/96
------------------------ -------
Herschel M. Bloom Date
Director
------------------------ -------
Ronald G. Bruno Date
Director
------------------------ -------
Glenn Ireland II Date
Director
------------------------ -------
Crawford T. Johnson III Date
IV-5
18
Director
------------------------ -------
Timothy A. Lewis Date
/s/ C. V. Nalley III Director 3/22/96
------------------------ -------
C. V. Nalley III Date
/s/ Benjamin Russell Director 3/22/96
------------------------ -------
Benjamin Russell Date
/s/ John R. Thomas Director 3/22/96
------------------------ -------
John R. Thomas Date
/s/ John A. White Director 3/22/96
------------------------ -------
John A. White Date
/s/ Larry E. Workman Controller 3/22/96
------------------------ (Principal Accounting Officer -------
Larry E. Workman Date
IV-6