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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)
OF THE SECURITIES EXCHANGE ACT OF 1934 (fee OF THE SECURITIES EXCHANGE ACT OF 1934 (fee
[ X ] required) [ ] required)
- -------- -------
For the Fiscal Year Ended September 29, 1996
Commission File No. 1-6922
GUILFORD MILLS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-1995928
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) 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
Debentures due 2012 New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[ ]
Aggregate market value of the voting stock (which consists solely of shares of
common stock) held by non-affiliates of the Registrant at November 22, 1996 (a
total of 12,265,725 shares of common stock), computed by reference to the last
reported sale price ($25.75 the Registrant's common stock on the New York Stock
Exchange on such date: $315,842,419.
Number of shares of the Registrant's common stock outstanding as of November 22,
1996: 14,487,127
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Annual Report to Stockholders for the fiscal year ended
September 29, 1996 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 27, 1996 are incorporated by
reference into Part III of this report.
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 these finished knit fabrics for use in a broad range of apparel,
automotive, industrial and home fashions 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. The Company produces knitted lace fabrics for the apparel,
intimate apparel and home fashions markets. Lace fabrics are also cut and sewn
into finished home fashions products which are sold directly to retailers.
On August 18, 1994, the Company purchased 55% of the outstanding capital
stock of Grupo Ambar, S.A. de C.V. ("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 January 17, 1996, the Company acquired 100% of the outstanding capital
stock of Hofmann Laces, Ltd., Raschel Fashions Interknitting, Ltd., and Curtains
and Fabrics, Inc. (collectively "Hofmann Laces"). Hofmann Laces designs and
produces lace fabrics for the intimate apparel, apparel and home fashions
markets. It also cuts and sews lace fabrics into finished home fashions
products. It produces stretch knit fabrics for the apparel swimwear and intimate
apparel markets. For information regarding this acquisition, reference is made
to the Company's Form 8-K, filed with the commission on January 31, 1996, and
Form 8-K/A, filed with the Commission on April 1, 1996, and which are
incorporated herein by reference.
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 83 full-time U.S. employees, ten
employees of Guilford Europe Limited, a United Kingdom corporation and an
indirect wholly-owned subsidiary of the Company ("Guilford Europe"), and four
employees 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 1996, 1995 and 1994,
were approximately $13.4 million, $13.8 million, and $14.7 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 15% 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 maintains
credit insurance covering $13.0 million of certain outstanding accounts
receivable. 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 fashions products. For the fiscal
years ended September 29, 1996, October 1, 1995, and October 2, 1994, the
approximate percentage of the Company's worldwide sales attributable to each
category was as follows:
1996 1995 1994
----------- ------------ -----------
Apparel 41% 46% 51%
Automotive 41 43 38
Home Fashions 11 6 8
Other 7 5 3
----------- ------------ -----------
Total 100% 100% 100%
=========== ============ ===========
2
The Company experiences seasonal fluctuations in its sales of apparel
fabrics, with the highest sales occurring in the period from April to September.
Sales of fabrics for use in automotive and home fashions 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 September
29, 1996 (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.
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, San Francisco, Atlanta and Chicago. Hofmann Laces
maintains an office in Hong Kong. Export markets for U.S. manufacturers are
serviced by commission agents throughout the world. 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 1996, 1995 or 1994.
Export Sales
U.S. export sales, as a percentage of total worldwide sales of the Company,
were approximately 5% in fiscal 1996, 3% in fiscal 1995, and 4% in fiscal 1994.
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
1996, the Company purchased approximately 90% of such yarns and internally
produced the balance of nylon and polyester yarns. The Company purchases
substantially all of its nylon yarn from five domestic fiber producers and
purchases substantially all of its polyester yarn from seven domestic fiber
producers and two domestic texturizers. One domestic fiber producer supplied
substantially all of the acetate yarn. Lycra(R) is purchased from one domestic
producer. The Company also uses cotton as well as synthetic yarns in its
circular knit and lace operations. In fiscal 1996, 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 Home Fashions Business Unit and
Hofmann Laces have five major warp knit competitors and many 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 two major competitors and
numerous smaller competitors. The automotive business unit has three major
competitors and several smaller competitors. Guilford Europe competes with two
warp knitters in the United Kingdom and several in France. It also competes with
many producers of
3
circular knit and woven fabrics. Grupo Ambar competes with six
warp knitters in Mexico.
Employees
As of November 22, 1996, the Company employed 6,517 full-time employees
worldwide. Approximately 1,270 employees (including 428 in Guilford Europe and
475 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 (three of which are leased, and one of which a
portion is subleased to an unrelated entity), one manufacturing facility in
Georgia, two manufacturing facilities in Pennsylvania, seven manufacturing
facilities and one leased warehousing facility in New York, and one warehousing
facility in Virginia (leased). Hofmann Laces has five retail stores in New York,
and one in Pennsylvania, all of which are 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. On February 20, 1996,
the Second Circuit Court of Appeals issued an order denying Mr. Greenberg's
petition for interlocutory appeal from a portion of an order previously issued
by the United States District Court of New York in this matter. Mr. Greenberg
continues to vigorously defend this matter.
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.
4
Item 4B. Executive Officers of the Registrant (as of November 22, 1996)
Name Age Office or Business Experience
Charles A. Hayes 61 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 52 Member of the Board of Directors (since 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 49 Member of the Board of Directors (since 1993); Senior Vice President, Chief Financial Officer and
Treasurer (since 1992); formerly Vice President and Controller with Varity Corporation (from 1989
to 1991) and formerly Vice President, Chief Financial Officer, Treasurer and holder of other
executive positions with Dayton Walther Corp. (from 1979 to 1989).
Alfred A. Greenblatt 47 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).
Phillip D. McCartney 54 Vice President/Technical Operations (since 1989); formerly holder of various executive positions
with FAB Industries, Inc. (from 1984 to 1989).
Byron McCutchen 49 Senior Vice President and President/Fibers Business Unit (since 1995); formerly Senior Vice
President for the Fibers Business Unit (from 1994 to 1995); formerly Worldwide Business
Manager-Dacron(R) Filament-E.I. Dupont Co. (from 1991 to 1994); and Specialty Business Manager-
Dacron(R)-E.I. Dupont Co.(from 1990 to 1991).
Richard E. Novak 53 Vice President/Human Resources (since 1996); formerly Principal of Nova Consulting Group (from
1994 to 1996) and Senior Vice President/Human Resources of Joseph Horne Company, Inc. (from 1987 to
1994).
No family relationships exist between any executive officers of the Company.
5
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 35 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 pages 20 and 21 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 13 through 19
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 27, 1996 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.
6
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 September 29, 1996 and October 1,
1995
Consolidated Statements of Income for the Years Ended September 29,
1996, October 1, 1995 and October 2, 1994
Consolidated Statements of Stockholders' Investment for the Years
Ended September 29, 1996, October 1, 1995 and October 2, 1994
Consolidated Statements of Cash Flows for the Years Ended September 29,
1996, October 2, 1995 and October 1, 1994
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 September 29, 1996, October 1, 1995 and October 2, 1994
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 November 14,
1996.
(4) (a) 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) (b) 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).
(4) (c) 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) (d) Appointment of Successor Rights Agent, dated January 28,
1994, between the Company and Wachovia Bank of North
Carolina, N.A. (incorporated by reference to Exhibit
(4)(e) to the Company's Annual Report of Form 10-K for the
fiscal year ended October 1, 1995 (the "1995 Annual
Report").
(4) (e) 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.
7
(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).
(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).
8
(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
(incorporated by reference to Exhibit (10)(y) to the 1995
Annual Report).
(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
(incorporated by reference to Exhibit (10)(z) to the 1995
Annual Report).
(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 (incorporated by reference to Exhibit (10) (b)(b)
to the 1995 Annual Report).
(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 (incorporated by reference to Exhibit (10)(c)(c)
to the 1995 Annual Report).
(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).
(10) (h)(h) Revolving Credit Agreement, dated September 26, 1995, by
and between the Company, as borrower, Gold Mills, Inc. as
Guarantor, and the banks listed therein (incorporated by
reference to Exhibit (10)(i)(i) to the 1995 Annual
Report).
9
10 (i)(i)* Employment Agreement, dated January 17, 1996, by and among
Hofmann Laces, Ltd., Raschel Fashion Interknitting, Ltd.,
Curtains and Fabrics, Inc. and Bruno Hofmann (incorporated
by reference to Exhibit 2.1(a) to the Company's Current
Report on Form 8-K, dated January 31, 1996 (the "1996
8-K").
10 (j)(j) Stock Purchase Agreement, dated January 12, 1996, by and
between Guilford Mills, Inc. and Bruno Hofmann and
Amendment No. 1 thereto, dated January 17, 1996
(incorporated by reference to Exhibit 2.1 to the 1996
8-K).
(13) Annual Report to Stockholders of the Company for the
fiscal year ended September 29, 1996 (only those portions
of such report incorporated by reference to the Annual
Report on Form 10-K are filed herewith).
(21) Subsidiaries of the Registrant.
(23) Consent of Independent Public Accountants.
(27) Financial Data Schedule
*Items denoted with an asterisk represent management contracts or compensatory
plans or arrangements.
(b) Reports on Form 8-K
Not Applicable.
10
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
Senior Vice President, Chief Financial
Officer and Treasurer
Dated: December 19, 1996
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
/s/ Charles A. Hayes Executive Officer) December 19, 1996
- ----------------------------------
Charles A. Hayes
/s/ Maurice Fishman Vice Chairman of the Board of Directors December 19, 1996
- -----------------------------------
Maurice Fishman
/s/ George Greenberg Vice Chairman of the Board of Directors December 19, 1996
- -----------------------------------
George Greenberg
Director; Senior Vice President, Chief
Financial Officer and Treasurer (Principal
/s/ Terrence E. Geremski Financial and Accounting Officer) December 19, 1996
- -----------------------------------
Terrence E. Geremski
Director; President and Chief Operating
/s/ John A. Emrich Officer December 19, 1996
- -----------------------------------
John A. Emrich
/s/ Jacobo Zaidenweber Director December 19, 1996
- -----------------------------------
Jacobo Zaidenweber
/s/ Tomokazu Adachi Director December 19, 1996
- -----------------------------------
Tomokazu Adachi
/s/ Donald B. Dixon Director December 19, 1996
- -----------------------------------
Donald B. Dixon
/s/ Stephen C. Hassenfelt Director December 19, 1996
- -----------------------------------
Stephen C. Hassenfelt
11
SIGNATURE TITLE DATE
/s/ Sherry R. Jacobs Director December 19, 1996
- -----------------------------------
Sherry R. Jacobs
/s/ Stig A. Kry Director December 19, 1996
- -----------------------------------
Stig A. Kry
/s/ Paul G. Gillease Director December 19, 1996
- -----------------------------------
Paul G. Gillease
12
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 September 29, 1996, October 1, 1995 and October 2, 1994.............. F-2
13
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 14, 1996. 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 14, 1996.
F-1
Guilford Mills, Inc.
SCHEDULE II
Analysis of Valuation and Qualifying
Accounts For the Years Ended September 29, 1996, October 1,
1995 and October 2, 1994
(In Thousands)
Additions
Balance Charged to Balance
Beginning Cost and End
of Period Expenses Deductions Other of Period
------------ -------------- -------------- -------- -------------
(1) (2)
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
============ ============ ============= ========= ============
For the Year Ended September 29, 1996
Reserve deducted from assets to
which it applies -
Allowance for doubtful
accounts............................ $8,867 $245 $(9) $ 384 $9,487
============ ============ ============= ========= ============
(1) Deductions are for the purpose for which the reserve was created.
(2) Other amounts represent the effect of exchange rate fluctuations and the purchase of a business.
(3) See Notes to Consolidated Financial Statements.
F-2
Exhibit Index
(3)(b) By-Laws of the Company as amended through November 14, 1996.
(13) Annual Report to Stockholders of the Company for the fiscal year
ended September 29, 1996 (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