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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)
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OF THE SECURITIES EXCHANGE ACT OF 1934 (fee OF THE SECURITIES EXCHANGE ACT OF 1934 (fee
X required) required)
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For the Fiscal Year Ended September 28, 1997
Commission File No. 1-6922
GUILFORD MILLS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-1995928
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
4925 WEST MARKET STREET 27407
GREENSBORO, NORTH CAROLINA (Zip Code)
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (336) 316-4000
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B)OF THE ACT:
Title of Each Class Name of Each Exchange on which
Registered
Common Stock, $.02 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[ ]
Aggregate market value of the voting stock (which consists solely of shares of
common stock) held by non-affiliates of the Registrant at December 4, 1997 (a
total of 21,937,025 shares of common stock), computed by reference to the last
reported sale price $27.625 the Registrant's common stock on the New York Stock
Exchange on such date: $606,010,316.
Number of shares of the Registrant's common stock outstanding as of December 4,
1997: 25,716,973
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Annual Report to Stockholders for the fiscal year ended
September 28, 1997 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, which will be filed with
the Commission on or about December 23, 1997, are incorporated by reference into
Part III of this report.
Certain portions of the Form 8-K/A Current Report pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, filed January 17, 1996, are
incorporated by reference into Part I of this report.
GUILFORD MILLS, INC.
PART I
ITEM 1. BUSINESS
GENERAL
Guilford Mills, Inc. (the "Company") is a fabric producer which processes
and sells warp knit, circular knit, flat woven and woven velour fabrics as well
as lace. The Company knits synthetic yarn, primarily nylon, polyester and
acetate, on warp knitting machinery, which it then dyes and finishes. The
Company sells these finished knit fabrics for use in a broad range of apparel,
automotive, industrial/specialty 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 produces flat wovens and woven velour fabrics for use
in automotive products. The Company knits 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 June 27, 1997, the Company acquired an additional 20% ownership interest
in Grupo Ambar, S.A. de C.V. ("Grupo Ambar"). The acquisition increased the
Company's ownership interest in Grupo Ambar to 95%. 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 and other 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 Securities and Exchange
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 77 full-time U.S. employees, 8 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 1997, 1996 and 1995,
were approximately $14.9 million, $14.5 million, and $13.4 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 to the
Company's customers or to assure a continuous allotment of goods from suppliers.
Customers are allowed to return goods for valid reasons and customer
accommodations are not significant. To minimize the credit risk on such accounts
and to obtain larger credit lines for many customers, the Company maintained
credit insurance covering $38.0 million of certain outstanding accounts
receivable as of September 28, 1997. In addition, approximately 14% of domestic
accounts receivable are factored. The Company has the ability to borrow against
such receivables, although it has traditionally not done so as the related
borrowing terms are less favorable than other available sources of financing.
The Company generally takes advantage of discounts offered by vendors.
MARKETING
The Company sells its fabrics for use in a broad range of apparel,
automotive, home fashions and specialty products. For the fiscal years ended
September 28, 1997, September 29, 1996 and October 1 1995, the percentage of the
Company's worldwide sales attributable to each category was as follows:
1997 1996 1995
----------- ------------ -----------
Apparel 39.2% 41.1% 44.7%
Automotive 36.7 40.6 43.0
Home Fashions 14.8 11.7 6.5
Specialty 9.3 6.6 5.8
=========== ============ ===========
Total 100.0% 100.0% 100.0%
=========== ============ ===========
2
The Company promotes its fabrics primarily through its sales force. This is
supplemented 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 the Company's U.S.
operations 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, Germany and Brazil and by
commission agents in most continental European Union countries. Grupo Ambar
services the Mexican market from its Mexico City administrative office.
Reference is made to Note 11 of the Consolidated Financial Statements in
the Company's Annual Report to Stockholders for the fiscal year ended September
28, 1997 (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 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, home fashions and specialty products
experience insignificant seasonal fluctuations.
The Company has a large number of customers. No customer accounted for 10%
or more of total net sales during fiscal 1997, 1996 or 1995.
The backlog of orders believed to be firm as of the end of the current and
preceding fiscal years is not deemed to be material for an understanding of the
Company's business as most orders are deliverable within a few months.
EXPORT SALES
U.S. export sales, as a percentage of total worldwide sales of the Company,
were approximately 5.5% in fiscal 1997, 5.0% in fiscal 1996 and 3.0% in fiscal
1995.
RAW MATERIALS
In the United States, Europe and Mexico, the Company's fabrics are
constructed primarily of synthetic yarns: nylon, polyester and spandex. In
fiscal 1997, the Company purchased approximately 90% of such yarns and
internally produced the balance of nylon and polyester yarns. The Company
purchases its nylon and polyester yarns from several domestic and foreign fiber
producers. Spandex is purchased substantially from one domestic producer. The
Company uses acetate, cotton and rayon to a lesser extent. One domestic fiber
producer supplied substantially all of the acetate yarn. In fiscal 1997, all
yarns were readily available and were purchased from numerous sources. 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. The foam backing used in
the automotive fabric lamination process is purchased from two suppliers in the
United States and three suppliers in Europe. In fiscal 1997, there was an
adequate supply of foam.
ENVIRONMENTAL MATTERS
The production processes, particularly dyeing and finishing operations,
involve the use and discharge of certain chemicals and dyes into the air and
sewage disposal systems. The Company installs pollution control devices as
necessary to meet existing and anticipated national, state and local pollution
control regulations. The Company, including 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 10 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 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 has five major warp knit competitors and
many other smaller competitors in the apparel and home fashions markets. 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 four major competitors and
numerous smaller competitors. In the automotive market, the Company 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 circular knit and flat woven fabrics. Grupo Ambar
competes primarily with four warp knitters in Mexico in the apparel markets and
one warp knitter in Mexico's automotive industry.
3
EMPLOYEES
As of December 4, 1997, the Company employed 6,571 full-time employees
worldwide. Approximately 1,463 employees (including 602 in Guilford Europe and
483 in Grupo Ambar) are represented by collective bargaining agreements.
SAFE HARBOR-FORWARD-LOOKING STATEMENTS
From time to time, the Company may publish forward-looking statements
relative to such matters as anticipated financial performance, business
prospects, technological developments, new products, research and development
activities and similar matters. The Private Securities Litigation Reform Act of
1995 provides a safe harbor for forward-looking statements.
All statements other than statements of historical fact included or
incorporated by reference, in this Form 10-K, including, without limitation the
statements under "Management's Discussion and Analysis of Financial Condition
and Results of Operations" are, or may be deemed to be, forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. Important factors that could cause actual results to
differ materially from those discussed in such forward-looking statements
include:
1. general economic factors including, but not limited to, changes in interest
rates, foreign currency translation rates, consumer confidence, housing
starts, trends in disposable income, changes in consumer demand for goods
produced, and cyclical or other downturns
2. the overall level of automotive production and the production of specific
car models
3. fashion trends
4. technological advances
5. cost and availability of raw materials, labor and other resources
6. domestic and foreign competition
7. domestic and foreign governmental regulations and trade policies
8. reliance on major customers
9. success of marketing, advertising and promotional campaigns
10. inability to achieve cost reductions through consolidation and
restructuring of acquired companies
ITEM 2. PROPERTIES
The Company currently maintains a total of 16 manufacturing and warehousing
facilities in North Carolina (seven 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. Hofmann Laces has
five retail stores in New York, one in Pennsylvania, and one in North Carolina,
all of which are leased. The Company's operations based in England include two
manufacturing facilities, one in Alfreton in Derbyshire and one in Sudbury in
Suffolk, each owned by the Company, and one leased warehousing facility. The
Company's operations based in Mexico include two manufacturing facilities and
two warehouses (leased) in Xalostoc, and five retail stores, four of which are
leased, in the Federal District and the state of Mexico. 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 10 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. During the first
quarter of the 1998 fiscal year, the Company agreed to pay $1,000,000 in
settlement of the action brought against Mr. Greenberg. Such settlement payment
will be made pursuant to the indemnification obligations under the By-Laws. Mr.
Greenberg, who vigorously denied all liability in this action, elected to settle
this matter in order to avoid the expense and inconvenience of further
litigation.
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 DECEMBER 4, 1997)
Name Age Office or Business Experience
Charles A. Hayes 62 Chairman of the Board and Chief Executive Officer (since
1976); President and Chief Operating Officer (from 1991 to 1995);
President (from 1968 to 1976) and Executive Vice President (from 1961 to
1968).
John A. Emrich 53 Member of the Board of Directors (since 1995); President and
Chief Operating Officer (since 1995); Senior Vice President and
President/Automotive Business Unit (from 1993 to 1995); Vice
President/Planning and Vice President/Operations for the Apparel and Home
Fashions Business Unit (from 1991 to 1993); Director of Operations with
FAB Industries, Inc. (from 1990 to 1991) and holder of various executive
positions with the Company (from 1985 to 1990).
Terrence E. Geremski 50 Member of the Board of Directors (since 1993); Executive
Vice President and Chief Financial Officer (since 1997), Senior Vice
President, Chief Financial Officer and Treasurer (from 1996 to 1997);
Vice President, Chief Financial Officer and Treasurer (from 1992 to
1996); Vice President and Controller with Varity Corporation (from 1989
to 1991) and Vice President, Chief Financial Officer, Treasurer and
holder of other executive positions with Dayton Walther Corp. (from 1979
to 1989).
Byron McCutchen 50 Senior Vice President and President/Fibers (since 1995);
Senior Vice President of Fibers (from 1994 to 1995); Worldwide Business
Manager-Dacron(R) Filament-E.I. Dupont Co. (from 1991 to 1994); and
Specialty Business Manager- Dacron(R)-E.I. Dupont Co.(from 1990 to 1991).
Mark E. Cook 38 Treasurer (since 1997); Director of Corporate Finance,
Worthington Industries, Inc. (from 1995 to 1997); Director of Corporate
Finance, Blount International, Inc. (from 1989 to 1995).
Nathan M. Dry 52 Vice President/Product Development and Research (since 1996);
President of Dyeing and Printing Lumberton, Inc. (from 1990 to 1996)
Phillip D. McCartney 55 Vice President/Technical Operations (since 1989);
formerly holder of various executive positions with FAB Industries, Inc.
(from 1984 to 1989).
Lewis R. Morrison, Jr. 56 Executive Vice President/Apparel Home Fashions (since
1997); Director, Packaging Resin, North American Hoechst Celanese
Corporation (from 1992 to 1997); Vice President of World Marketing
Engineering Plastics (from 1990 to 1992).
Richard E. Novak 54 Vice President/Human Resources (since 1996); Principal of
Nova Consulting Group (from 1994 to 1996); Senior Vice President/Human
Resources of Joseph Horne Company, Inc. (from 1987 to 1994).
Deborah Poole 42 Vice President/Information Systems (since 1997); Director of
Information Services (from 1992 to 1997)
Kim A. Thompson 39 Vice President/Corporate Controller (since 1997); Director
of Financial Reporting (from 1994 to 1997) and formerly holder of
executive positions with Collins and Aikman Corporation (from 1980 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 pages
are 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 23, 1997 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 28, 1997 and September 29,
1996
Consolidated Statements of Income for the Years Ended September 28,
1997, September 29, 1996 and October 1, 1995
Consolidated Statements of Stockholders' Investment for the Years Ended
September 28, 1997, September 29, 1996 and October 1, 1995
Consolidated Statements of Cash Flows for the Years Ended September 28,
1997, September 29, 1996 and October 1, 1995
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 28, 1997, September 29, 1996 and October 1, 1995
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.
(3) (b) By-Laws of the Company, as amended through February 6, 1997 (incorporated by
reference to Exhibit (3) to the Quarterly Report on Form 10-Q for the fiscal quarter
ended March 30, 1997 (the "3/30/97 10-Q")).
(4) (a) 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) (b) 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) (c) 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) (d) The Company has additional long-term debt instruments 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)* First Amendment, dated September 1, 1993, to the Guilford Mills, Inc.
Non-Qualified Profit-Sharing Plan
(10)(c)* Second Amendment, dated November 1, 1996, to the Guilford Mills, Inc.
Non-Qualified Profit-Sharing Plan
(10)(d)* Guilford Mills, Inc. 1991 Stock Option Plan (the "1991 Plan") (incorporated by
reference to Exhibit 28 (a) to the Company's Registration statement on Form S-8
(Registration No. 33-47109) filed with the SEC on April 10, 1992 (the "Form S-8")).
(10)(e)* Amendments to the 1991 Plan (incorporated by reference to Exhibit (10) (a) to the
3/30/97 10-Q).
(10)(f)* Form of Stock Option Contract for key employees in the 1991 Plan (relating to
incentive stock options) (incorporated by reference to Exhibit 28 (b) to the Form
S-8).
(10)(g)* Form of Stock Option Contract for Director participants in the 1991 Plan
(incorporated by reference to Exhibit 28 (d) to the Form S-8).
(10)(h)* Form of Stock Option Contract between the Company and certain of its officers
pursuant to the 1991 Plan (incorporated by reference to Exhibit (10) (b) to the
Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 1997 (the
"6/29/97 10-Q")).
(10)(i) Form of Stock Option Contract between the Company and certain of its key
employees pursuant to the 1991 Plan (incorporated by reference to Exhibit (10) (c) to
the 6/29/97 10-Q).
(10)(j)* Guilford Mills, Inc. 1989 Restricted Stock Plan (the "Restricted Plan")
(incorporated by reference to Exhibit 10 (b) (2) to the 1990 Annual Report).
(10)(k)* Amendment to 1989 Restricted Stock Plan (incorporated by reference to Exhibit
(10) (g) to the Annual Report on Form 10-K for the fiscal year ended October 2, 1994
(the "1994 Annual Report").
(10)(l)* Amendment to the Resticted Plan (incorporated by reference to Exhibit (10) (b) to
the 3/30/97 10-Q).
(10)(m)* Restricted Stock Agreement, dated February 12, 1996, between the Company and John
A. Emrich pursuant to the Restricted Plan.
(10)(n)* First Amendment to Restricted Stock Agreement, dated October 9, 1996, between the
Company and John A. Emrich pursuant to the Restricted Plan.
(10)(o)* Form of Restricted Stock Agreement between the Company and certain of its
officers pursuant to the Restricted Plan (incorporated by reference to Exhibit (10)
(a) to the 6/29/97 10-Q).
(10)(p)* Amended and Restated Phantom Stock Agreement between the Company and Charles A.
Hayes dated September 21, 1994 (incorporated by reference to Exhibit (10) (m) to the
1994 Annual Report).
(10)(q)* 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)(r)* 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)(s)* 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)(t)* Guilford Mills, Inc. Excess Benefit Plan (incorporated by reference to Exhibit
(10) (a) to the Quarterly Report on Form 10-Q for the fiscal quarter ended December
29, 1996 ("12/29/96 10-Q")
8
(10)(u)* Guilford Mills, Inc. Trust for Non-Qualified Plans (incorporated by reference to
Exhibit (10) (b) to the 12/29/96 10-Q).
(10)(v)* Guilford Mills, Inc. Senior Managers' Life Insurance Plan and related Plan
Agreement (incorporated by reference to Exhibit (10) (r) to the Annual Report on Form
10-K for the fiscal year ended June 28, 1992 ("1992 Annual Report")).
(10)(w)* Guilford Mills, Inc. Senior Managers' Pre-Retirement Life Insurance Agreement
(incorporated by reference to Exhibit (10) (s) to the 1992 Annual Report).
(10)(x)* 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)(y)* 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)(z)* 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)(a)(a)* 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)(b)(b) 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)(c)(c) 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)(d)(d) 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)(e)(e) 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)(f)(f) Fourth Amendment dated May 23, 1997, to Stockholders' Agreement, dated as of
April 30, 1991, by and among the Company, Charles A. Hayes and Maurice Fishman
(incorporated by reference to Exhibit (10)(e) to the 6/29/97 10-Q).
(10)(g)(g) 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)(h)(h) 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)(i)(i) 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)(j)(j) Third Amendment dated May 23, 1997, to Stockholders' Agreement, dated as of
June 22, 1990, by and among the Company, Charles A. Hayes, Maurice Fishman and George
Greenberg (incorporated by reference to Exhibit (10)(d) to the 6/29/97 10-Q).
(10)(k)(k)* Summary of Short Term Incentive Plan.
9
(10)(l)(l)* 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)(m)(m)* 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)(n)(n)* 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)(o)(o) 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).
10 (p)(p)* 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 (q)(q) 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 28,
1997 (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
Executive Vice President and
Chief Financial Officer
Dated: December 22, 1997
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 22, 1997
- ---------------------------------------------
Charles A. Hayes
Director; President and Chief Operating
/s/ John A. Emrich Officer December 22, 1997
- ---------------------------------------------
John A. Emrich
Director; Executive Vice President and Chief
Financial Officer (Principal Financial and
/s/ Terrence E. Geremski Accounting Officer) December 22, 1997
- ---------------------------------------------
Terrence E. Geremski
Vice Chairman of the Board of Directors
/s/ George Greenberg December 22, 1997
- ---------------------------------------------
George Greenberg
Vice Chairman of the Board of Directors
/s/ Maurice Fishman December 22, 1997
- ---------------------------------------------
Maurice Fishman
Director December 22, 1997
- ---------------------------------------------
Tomokazu Adachi
/s/ Donald B. Dixon Director December 22, 1997
- ---------------------------------------------
Donald B. Dixon
/s/ Paul G. Gillease Director December 22, 1997
- ---------------------------------------------
Paul G. Gillease
/s/ Stephen C. Hassenfelt Director December 22, 1997
- ---------------------------------------------
Stephen C. Hassenfelt
11
SIGNATURE TITLE DATE
------------ ------- ------
/s/ Bruno Hofmann Director December 22, 1997
- ---------------------------------------------
Bruno Hofmann
/s/ Sherry R. Jacobs Director December 22, 1997
- ---------------------------------------------
Sherry R. Jacobs
/s/ Stig A. Kry Director December 22, 1997
- ---------------------------------------------
Stig A. Kry
/s/ Grant M. Wilson Director December 22, 1997
- ---------------------------------------------
Grant M. Wilson
Director December 22, 1997
- ---------------------------------------------
Jacob Zaidenweber
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 28, 1997, September 29, 1996 and October 1, 1995.......... 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 11, 1997. 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 11, 1997.
F-1
GUILFORD MILLS, INC.
SCHEDULE II
ANALYSIS OF VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended September 28, 1997, September 29, 1996 and October 1, 1995
(In Thousands)
Additions
Balance Charged to Balance End
Beginning Cost and of Period
of Period Expenses Deductions Other
------------ -------------- -------------- -------- -------------
(1) (2)
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
========== ============ ============= ========= ============
For the Year Ended September 28, 1997:
Reserve deducted from assets to
which it applies -
Allowance for doubtful
accounts.............................. $9,487 $2,579 $(3,303) $42 $8,805
========== ============ ============= ========= ============
(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
(10) (m)* Form of Restricted Stock Agreement between the
Company and certain of its officers pursuant to the
Restricted Plan (incorporated by reference to Exhibit (10)
(a) to the 6/29/97 10-Q).
(10) (n)* 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) (k)(k)* 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).
(13) Annual Report to Stockholders of the Company for the
fiscal year ended September 28, 1997 (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