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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 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]
For the fiscal year ended January 4, 1997
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 25, 1997, was approximately
$998,369,643.
As of March 25, 1997, there were 37,726,751 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 January
4, 1997 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 23, 1997 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--Jerzees (formerly 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 1996.
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 30, 1995 and December 31, 1994,
completed apparel accounted for more than ninety percent of total revenues.
Foreign and export sales for 1996 were 10.5%. In each of the immediately
preceding two years foreign and export sales were 9.8% and 8.5%, respectively.
One customer, Wal-Mart Stores, Inc. and affiliates, accounted for 17.1 percent
of total revenues in 1996, 15.1 percent in 1995 and 13.1 percent in 1994.
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,
turtlenecks and other golf apparel. 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 37 additional plants in other
communities in Alabama, Florida, Georgia, North Carolina and Virginia. The
Company owns apparel assembly facilities in San Juan Del Rio, Mexico and
Chaloma, Honduras. Warehousing and shipping is conducted in Alexander City, Ft.
Payne and Montgomery, Alabama; Marianna and Miami, Florida; Mt. Airy, North
Carolina; and Columbus, Georgia. 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 and San Juan del
Rio, Mexico and Melbourne, Australia.
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, 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 16 percent of the
apparel at domestic and offshore contractors, including headwear and certain
activewear and outerwear products sourced from outside suppliers.
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 or 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 or 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 three plant locations in Alexander City with
additional locations in Wetumpka, Alabama and 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, Wetumpka,
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., two plants in Scotland, and plants
in Mexico and Honduras 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
Jerzees Division - Under the JERZEES(R) label and private labels, this
division designs and markets a wide variety of knitted apparel, including fleece
garments, such as sweatshirts, sweatpants and other fashion items, and
lightweight activewear, 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.
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Athletic Division - This division produces and markets high-quality
teamwear and activewear through sporting goods dealers, specialty stores,
department stores, sporting goods chains, and major mail-order catalogues. Sales
are made by Company employees.
The Company has a leading position as a supplier of team uniforms,
providing practice and game uniforms for both professional and amateur
participants of almost every major sport. RUSSELL ATHLETIC(R) 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(R), HIGH
COTTON(R), and PRO COTTON(R).
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, National Hockey League, the National Collegiate Athletic
Association, the PGA Tour(R) 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 stores, department 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(R), the
licensed products of RUSSELL ATHLETIC and the CHALK LINE(R) 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(R) brands throughout various countries
outside the United States and Canada. The Company's major international market
is Europe, where the Company engages in 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 Madrid, 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, Los Angeles, New
York, and Toronto.
Cross Creek Apparel, Inc. - Cross Creek designs and markets better knit
apparel including placket shirts, turtlenecks and other golf apparel. The CROSS
CREEK PRO COLLECTION(R), 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(R)
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(R), ATHLETIC CLUB(R), PERFORMANCE CLUB(R), and PLAYER'S PERFORMANCE(R).
Socks are also sold to private label customers and under various licensing
agreements. Sales are made through a Company-employed sales force principally
to discount retailers and the wholesale club market.
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 January 4, 1997, the Company had 17,843 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, North Carolina, Virginia, Mexico, Honduras,
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 3 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 11,097,300 square
feet of manufacturing, warehousing and office facilities. The following table
summarizes the approximate areas of such facilities:
Approximate
Primary Use Square Feet
----------- -----------
Spinning 1,536,000
Knitting and Weaving 998,000
Dyeing and Finishing 963,700
Cutting and Sewing 2,213,600
Warehousing and Shipping 3,814,000
Retail/Outlet Stores 147,500
Executive Offices, Maintenance
Shops and Research and
Development 756,000
Scotland 493,800
Mexico 70,400
Honduras 104,300
All presently utilized facilities in the U.S. are owned, except the
Montgomery and Greenville, Alabama, sewing plants; the regional sales offices;
and the majority of the outlet/retail store locations (see Notes 3 and 10 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 effect 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 23, 1997 is
incorporated herein by reference.
Additional executive officers who are not directors are as follows:
Officer
Name Age Since Position
---- --- ----- --------
Fred O. Braswell III 41 1992 Vice President-External
Affairs
Steve R. Forehand 41 1987 Secretary
K. Roger Holliday 38 1988 Treasurer
Thomas R. Johnson, Jr. 54 1989 Executive Vice President-
Manufacturing
W. J. Spires, Jr. 51 1988 President-Cross Creek
Apparel, Inc.
JT Taunton, Jr. 54 1983 Executive Vice President-
Sales and Marketing
Steven S. Williams 37 1996 Asst. Controller,
Asst. Treasurer
Larry E. Workman 53 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. Holliday, employed by the Company since 1986, was named Treasurer
in 1996. He served as President of the Licensed Products Division from 1994 to
1996, President of the Knit Apparel Division from 1991 until 1994 and Assistant
Treasurer from 1988 to 1991.
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.
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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. Williams, employed by the Company as a cost accountant, served as
Manager, General Accounting from 1986 to 1996.
Mr. Workman, employed by the Company since 1969 as an accountant,
served as Manager, 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 37 and in Note 3 to
Consolidated Financial Statements on page 32 of the Annual Shareholders Report
for the year ended January 4, 1997 are incorporated herein by reference.
The approximate number of holders of the Company's common stock at
March 25, 1997 was 12,300.
ITEM 6. Selected Financial Data
"Financial Review" on pages 22 and 23 of the Annual Shareholders Report
for the year ended January 4, 1997 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 24 of the Annual Shareholders Report for the year
ended January 4, 1997 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
January 4, 1997 are incorporated herein by reference:
... Consolidated balance sheets - January 4, 1997 and December 30, 1995
... Consolidated statements of income - Years ended January 4, 1997,
December 30, 1995 and December 31, 1994
... Consolidated statements of cash flows - Years ended January 4,
1997, December 30, 1995 and December 31, 1994
... Consolidated statements of stockholders' equity - Years ended
January 4, 1997, December 30, 1995 and December 31, 1994
... Notes to consolidated financial statements - Years ended January 4,
1997, December 30, 1995 and December 31, 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 20 and 21 of the Proxy Statement for the Annual Meeting
of Shareholders to be held April 23, 1997 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 62 1987 Vice President-Research
William P. Dickson, Jr. 56 1974 Vice President-
Human Resources
J. Franklin Foy 61 1982 Vice President-
Dyeing and Finishing
John E. Frechette 57 1991 Vice President-
International
Joseph P. Irwin 39 1994 President-Jerzees Division
D.W. Wachtel 58 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.
Mr. Irwin, employed by the Company in 1980, was named President of the
Knit Apparel Division (now the Jerzees 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 Apparel Division.
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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 22 of the Proxy Statement for the Annual Meeting of Shareholders to be
held April 23, 1997 is incorporated herein by reference.
ITEM 11. Executive Compensation
"Executive Compensation" on pages 10 through 19 of the Proxy Statement
for the Annual Meeting of Shareholders to be held April 23, 1997 is incorporated
herein by reference.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
(a) "Principal Shareholders" on pages 20 and 21 of the Proxy Statement
for the Annual Meeting of Shareholders to be held April 23, 1997 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
23, 1997 under the captions "Security Ownership of Management" on page 21 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 22 of the Proxy
Statement for the Annual Meeting of Shareholders to be held April 23, 1997 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 Exhibit (3a) to
Incorporation Annual Report
on Form 10-K
for year ended
December 30, 1995
(3b) Certificate of Adoption Exhibit (3b) to
of Resolutions by Board Annual Report
of Directors of Russell on Form 10-K
Corporation dated for year ended
October 25, 1989 December 30, 1995
(3c) Bylaws Exhibit (3c) to
Annual Report
on Form 10-K
for year ended
December 30, 1995
(4) Rights Agreement dated Exhibit 1 to
October 25, 1989 between Form 8-A dated
the Company and First October 30, 1989
Alabama Bank, Montgomery, Registration
Alabama Statement No. 1-5822
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Page Number or
Exhibit Incorporation
Numbers Description by Reference to
------- ----------- ---------------
(10a) Form of Deferred Exhibit (10a) to
Compensation Agreement Annual Report on
with certain officers Form 10-K for
year ended
December 30, 1995
(10b) Fuel supply contract Exhibit 13(c)
with Russell Lands, to Registration
Incorporated dated Statement
May 21, 1975 No. 2-33943
(10c) 1978 Stock Option Plan Exhibit 1 to
Registration
Statement
No. 2-64496
(10d) October 28, 1981 Exhibit (10d) to
Amendment to Stock Annual Report on
Option Plans Form 10-K for
year ended
December 30, 1995
(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-7
per Common Share
(13) 1996 Annual Report to IV-8
Shareholders
(21) List of Significant IV-9
Subsidiaries
(23) Consent of Ernst & Young LLP, IV-10
Independent Auditors
(27) Financial Data Schedule (for SEC
use only)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter of
the year ended January 4, 1997.
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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
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BALANCE AT ADDITIONS BALANCE
BEGINNING CHARGED TO COSTS AT END
DESCRIPTION OF PERIOD AND EXPENSES ACQUISITION DEDUCTIONS OF PERIOD
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YEAR ENDED JANUARY 4, 1997
Allowance for doubtful accounts $ 8,324,594 $ 5,021,777 $ -0- $ 4,699,638 (1) $ 8,646,733
Reserve for discounts and returns 2,011,974 6,775,460 -0- 7,223,998 (2) 1,563,436
----------- ----------- -------- ----------- -----------
TOTALS $10,336,568 $11,797,237 $ -0- $11,923,636 $10,210,169
=========== =========== ======== =========== ===========
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
=========== =========== ======== =========== ===========
(1) Uncollectible accounts written off, net of recoveries.
(2) Discounts and returns allowed customers during the year.
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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 3/28/97 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 3/28/97
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John C. Adams Date
Executive Vice President and
Chief Financial Officer, and
Director (Principal Financial
/S/ James D. Nabors Officer) 3/28/97
- - ------------------------------ -------
James D. Nabors Date
/S/ Herschel M. Bloom Director 3/28/97
- - ------------------------------ -------
Herschel M. Bloom Date
/S/ Ronald G. Bruno Director 3/28/97
- - ------------------------------ -------
Ronald G. Bruno Date
Director
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Crawford T. Johnson III Date
/S/ Timothy A. Lewis Director 3/28/97
- - ------------------------------ -------
Timothy A. Lewis Date
IV-5
19
Director
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C. V. Nalley III Date
/S/ Benjamin Russell Director 3/28/97
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Benjamin Russell Date
/S/ John R. Thomas Director 3/28/97
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John R. Thomas Date
Director
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John A. White Date
/S/ Larry E. Workman Controller 3/28/97
- - ------------------------------ (Principal Accounting Officer) -------
Larry E. Workman Date
IV-6