-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L4CVs18ybvtZyQjJs1fmB1PpJcWs51chv13vulyNmuQXv6rQfzKcl4boBm6ncL1L TTwEodMisFAgRCf9sNwIxg== 0000012614-96-000011.txt : 19960813 0000012614-96-000011.hdr.sgml : 19960813 ACCESSION NUMBER: 0000012614-96-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960812 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLESSINGS CORP CENTRAL INDEX KEY: 0000012614 STANDARD INDUSTRIAL CLASSIFICATION: UNSUPPORTED PLASTICS FILM & SHEET [3081] IRS NUMBER: 135566477 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04684 FILM NUMBER: 96607883 BUSINESS ADDRESS: STREET 1: 200 ENTERPRISE DRIVE CITY: NEWPORT NEWS STATE: VA ZIP: 23603 BUSINESS PHONE: 8048872100 MAIL ADDRESS: STREET 1: 200 ENTERPRISE DRIVE CITY: NEWPROT NEWS STATE: VA ZIP: 23603 FORMER COMPANY: FORMER CONFORMED NAME: ASSOCIATED BABY SERVICES INC DATE OF NAME CHANGE: 19720828 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1996 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission file number 1-4684 Blessings Corporation (Exact name of registrant as specified in its charter) Delaware 13-5566477 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 200 Enterprise Drive, Newport News, VA 23603 (Address of principal executive offices) (Zip Code) 804 887 2100 (Registrant's telephone number, including area code) None (Former name, former address and former fiscal year, if changed since last report) 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 (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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding as of August 1, 1996 Common stock, $.71 par value 10,168,504 BLESSINGS CORPORATION INDEX PAGE NUMBER PART I: FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Condensed Balance Sheets June 30, 1996 and December 30, 1995 1 Consolidated Condensed Statements of Earnings - three and six months ended June 30, 1996 and twelve and twenty-eight weeks ended July 15, 1995 2 Consolidated Condensed Statements of Cash Flows - three and six months ended June 30, 1996 and twelve and twenty-eight weeks ended July 15, 1995 3 Notes to Consolidated Condensed Financial Statements 4 Review by Independent Certified Public Accountants 8 Independent Accountants' Report 9 Letter in Lieu of Consent of Independent Public Accountants 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 PART II: OTHER INFORMATION Item 2. Changes in Securities 14 Item 4. Submission of Matters to A Vote by Security Holders 14 Item 6. Exhibits and Reports on Form 8-K 14 PART I. FINANCIAL INFORMATION BLESSINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS June 30, 1996 December 30, 1995* ----------------- ------------------ (Unaudited) (Audited) ASSETS Current Assets: Cash & cash equivalents $ 8,281,900 $ 3,316,900 Accounts receivable less allowance for doubtful accounts of $1,247,200 & $1,172,600 21,469,000 21,134,500 Inventories 12,171,000 9,439,100 Prepaid deferred taxes 878,200 878,200 Prepaid expenses 1,284,300 943,400 --------------- ------------ Total Current Assets 44,084,400 35,712,100 --------------- ------------ Property, plant and equipment less accumulated depreciation & amortization of $39,449,800 & $34,996,500 72,960,400 69,148,100 Goodwill net of accumulated amortization of $2,129,400 and $1,599,300 24,375,900 24,906,000 Deferred taxes 4,381,300 4,429,200 Other assets 1,922,500 1,898,800 --------------- ------------ Total Assets $147,724,500 $136,094,200 =============== ============ LIABILITIES & SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable and accrued expenses $ 14,961,700 $ 16,284,700 Income taxes payable 828,200 701,200 Current installments on long-term debt 3,508,500 7,477,500 --------------- ------------ Total Current Liabilities 19,298,400 24,463,400 --------------- ------------ Long-term debt 36,434,900 23,747,400 Deferred taxes on income 7,924,800 7,134,700 Deferred supplemental pension liability 2,055,800 1,769,700 Minority interest 9,415,900 8,094,600 Shareholders' Equity: Common stock 7,252,500 7,252,500 Additional paid in capital 6,012,900 6,174,900 Translation loss (5,998,900) (6,070,800) Retained earnings 65,901,900 64,678,300 --------------- ------------ 73,168,400 72,034,900 Common stock in treasury at cost (573,700) (1,150,500) --------------- ------------ Total Shareholders' Equity 72,594,700 70,884,400 --------------- ------------ Total Liabilities and Shareholders' Equity $147,724,500 $136,094,200 =============== ============ See Independent Accountants' Review Report and Notes to Consolidated Condensed Financial Statements. *The balance sheet at December 30, 1995 has been taken from audited Financial Statements at that date, and condensed.
BLESSINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (Unaudited) 3 Months Ended 12 Weeks Ended 6 Months Ended 28 Weeks Ended June 30, 1996 July 15, 1995 June 30, 1996 July 15, 1995 --------------- ------------- --------------- -------------- Continuing Operations: Net sales $36,253,400 $38,729,000 $75,786,700 $83,785,600 ------------ ----------- ------------ -------------- Cost of sales 26,355,000 27,375,400 52,692,600 58,315,800 Selling, general and administrative 6,888,900 5,824,100 13,489,200 12,737,800 Foreign exchange (gain) loss 122,700 (25,000) 165,300 2,937,700 Interest & dividends - net 651,900 584,900 1,373,700 1,216,800 ------------ ------------ ------------ -------------- Total costs and expenses 34,018,500 33,759,400 67,720,800 75,208,100 ------------ ------------ ------------ -------------- Earnings from operations before provision for taxes on income and minority interest 2,234,900 4,969,600 8,065,900 8,577,500 ------------ ------------ ------------ -------------- Taxes on income Current 617,100 2,341,300 2,745,900 3,904,900 Deferred 235,900 13,500 826,200 40,700 ------------ ------------ ------------- -------------- Total taxes 853,000 2,354,800 3,572,100 3,945,600 ------------ ------------ ------------- -------------- Minority interest in net income of subsidiary 366,300 818,700 1,241,500 914,600 ------------ ------------ ------------- -------------- Net earnings $ 1,015,600 $ 1,796,100 $ 3,252,300 $ 3,717,300 ============ ============ ============= ============== Average number of shares of common stock outstanding 10,164,637 10,164,954 10,152,196 10,188,174 ============ ============ ============= ============== Common stock outstanding at close of period 10,168,504 10,151,121 10,168,504 10,151,121 ============ ============ ============= ============== Net earnings per share $ .10 $ .17 $ .32 $ .36 ============ ============ ============= ============== Dividends per share $ .10 $ .10 $ .20 $ .20 ============ ============ ============= ============== See accompanying Notes to Consolidated Condensed Financial Statements.
BLESSINGS CORPORATION & SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS 3 Months Ended 12 Weeks Ended 6 Months Ended 28 Weeks Ended June 30, 1996 July 15, 1995 June 30, 1996 July 15, 1995 --------------- -------------- --------------- -------------- Cash flows from operating activities: Net earnings from operations $ 1,015,600 $ 1,796,100 $ 3,252,300 $ 3,717,300 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,213,700 1,944,800 4,516,400 4,318,300 Amortization - goodwill 265,000 265,100 530,100 530,100 Amortization - other 1,000 7,200 6,000 15,100 Minority interest in net income of con- solidated subsidiary 366,300 818,700 1,241,500 914,600 Provision for losses on accounts receivable 90,000 195,200 180,000 313,000 (Gain) loss on sale of assets (2,600) 2,300 (21,600) (3,600) Change in assets and liabilities: (Increase) decrease in accounts receivable (346,100) (2,873,300) (496,600) (578,600) (Increase) decrease in inventories (952,600) 1,125,100 (2,727,100) 1,515,300 (Increase) decrease in prepaid expenses (230,300) 516,200 (340,700) 862,400 Increase (decrease) in accounts payable & accrued expenses (2,053,000) (2,509,000) (1,351,100) (5,583,000) Increase (decrease) in taxes on income (820,300) (321,900) 493,200 17,400 Increase (decrease) in deferred taxes on income 72,300 335,000 628,700 362,200 (Increase) decrease in other assets 105,300 (449,100) (27,400) (656,800) Increase (decrease) in other liabilities (140,600) 12,200 129,800 5,700 ---------------- -------------- --------------- --------------- Net cash prov. (req.) by operating activities (416,300) 864,600 6,013,500 5,749,400 ---------------- -------------- --------------- --------------- Cash flows from investing activities: Proceeds from disposition of fixed assets 7,200 438,300 30,900 463,500 Capital expenditures (4,810,300) (2,976,400) (8,277,200) (5,837,400) ---------------- -------------- --------------- --------------- Net cash required by investing activities (4,803,100) (2,538,100) (8,246,300) (5,373,900) ---------------- -------------- --------------- --------------- Cash flows from financing activities: Short-term borrowings -- 4,400,000 2,078,200 4,400,000 Reduction of long-term debt (1,535,900) (2,072,400) (13,270,900) (5,015,000) Proceeds from issuance of long-term debt -- -- 20,000,000 -- Issuance of common stock under stock option plan -- -- -- 30,800 Issuance and acquisition of treasury stock - net (15,700) (658,400) 414,800 (591,900) Dividends paid (1,016,300) (1,020,700) (2,028,700) (2,041,300) ---------------- -------------- --------------- --------------- Net cash prov. (req.) by financing activities (2,567,900) 648,500 7,193,400 (3,217,400) ---------------- -------------- --------------- --------------- Effect of exchange rate changes on cash (9,000) 311,500 4,400 (1,104,100) ---------------- -------------- --------------- --------------- Net incr. (decr.) in cash and cash equivalents (7,796,300) (713,500) 4,965,000 (3,946,000) Cash and cash equivalents at beginning of period 16,078,200 3,743,300 3,316,900 6,975,800 ---------------- -------------- --------------- --------------- Cash and cash equivalents at end of period $ 8,281,900 3,029,800 $ 8,281,900 $ 3,029,800 ================ ============== =============== =============== See Independent Accountants' Review Report and Notes to Consolidated Condensed Financial Statements.
BLESSINGS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (See Independent Accountants' Report) 1. The consolidated condensed balance sheet as of June 30, 1996, the consolidated condensed statements of earnings for the three and six month periods ended June 30, 1996, and the twelve and twenty-eight week periods ended July 15, 1995, and the consolidated condensed statements of cash flows for the same periods then ended have been prepared by the company without audit. The consolidated financial statements include Nacional de Envases, S.A. de C.V. (NEPSA), the company's 60% owned Mexican subsidiary. In the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position, results of operations and cash flows at June 30, 1996, and for all periods presented have been made. The company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. For accounting policies, see Notes to Consolidated Financial Statements in the company's Annual Report to Shareholders for the fiscal year ended December 30, 1995. 2. Effective with the beginning of the current year, the company changed its accounting periods from four weeks to one month each with the fiscal year now being a calendar year. Accordingly, under the new calendar year, the company's quarters are each comprised of three calendar months of thirteen weeks each ending March 31, June 30, September 30, and December 31. Formerly, the company's first quarter was comprised of sixteen weeks, and the remaining three quarters were each comprised of twelve weeks. Therefore, the quarter ending July 15, 1995 consisted of twelve weeks compared to the quarter ending June 30, 1996 which is comprised of thirteen weeks. Year-to-date amounts in 1996 consist of six months or twenty-six weeks, while year-to-date amounts in 1995 consisted of twenty-eight weeks. Due to the relative similarity of the two periods in 1995 and 1996 last year's results were not recast. 3. The company translates foreign currency financial statements by translating balance sheet accounts at the current exchange rate and income statement accounts at the average exchange rate for the quarter. Translation gains and losses are recorded in shareholders' equity, and transaction gains and losses are reflected in income. 4. The results of operations for the six months ended June 30, 1996 are not necessarily indicative of the results to be expected for the full year. 5. Inventories June 30, 1996 December 30, 1995 ------------- ----------------- Raw Materials $ 8,147,900 $ 6,377,600 Finished Goods 4,023,100 3,061,500 ------------ ------------ $ 12,171,000 $ 9,439,100 ============ ============ Inventories are stated at the lower of cost or market. The cost of inventories is determined by the first-in, first-out method (FIFO). 6. Long-term debt: June 30, 1996 December 30, 1995 Long-term debt consists of the following: Georgia Loan $ -- $ 2,250,000 Virginia Loan -- 2,700,000 6.55% Note due 2002 10,000,000 -- 7.22% Note due 2008 10,000,000 -- NEPSA Credit Agreement 18,750,000 20,312,500 Revolving Credit -- 3,000,000 Mexico Bank Loans 1,193,400 2,962,400 ------------ ------------ $ 39,943,400 $ 31,224,900 Less installments due within one year 3,508,500 7,477,500 ------------ ------------ Due after one year $ 36,434,900 $ 23,747,400 ============ ============ For further details, see Note 6 of the Annual Report to Shareholders for the fiscal year ended December 30, 1995. 7. Shareholders' Equity During the six months ended June 30, 1996, shareholders' equity increased as follows: Net earnings $ 3,252,300 Dividends declared (2,028,700) Issuance of common stock under stock option plan -- Issuance and acquisition of treasury stock - net 414,800 Translation loss 71,900 ------------ Total increase in shareholders' equity $ 1,710,300 8. Interest and Dividends - Net 3 Months Ended 12 Weeks Ended June 30, 1996 July 15, 1995 -------------- -------------- Interest expense $ 913,200 $ 789,100 Interest income (250,900) (204,200) Dividend income (10,400) -- Total interest and ---------- ---------- dividends - net $ 651,900 $ 584,900 ========== ========== 6 Months Ended 28 Weeks Ended June 30, 1996 July 15, 1995 -------------- -------------- Interest expense $1,901,300 $1,600,500 Interest income (511,600) (383,700) Dividend income (16,000) -- Total interest and ---------- ---------- dividends - net $1,373,700 $1,216,800 ========== ========== 9. During the three and six month periods ending June 30, 1996, the effective tax rate was 38.2% and 44.3% respectively compared to 47.4% and 46.0% respectively during the twelve and twenty-eight week periods ending July 15, 1995. Income taxes have been computed based on the estimated annual effective tax rate. 10. The purchase of NEPSA on July 5, 1994, resulted in $26,505,300 of goodwill. This amount will be amortized on a straight-line basis over its estimated life of 25 years. 11. Cash payments for interest and income taxes were: 3 Months Ended 12 Weeks Ended June 30, 1996 July 15, 1995 -------------- -------------- Interest $ 549,300 $ 762,200 Income tax $3,315,000 $2,261,200 6 Months Ended 28 Weeks Ended June 30, 1996 July 15, 1995 -------------- -------------- Interest $1,284,900 $1,631,100 Income tax $4,259,200 $3,619,200 REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT The Consolidated Condensed Financial Statements as of June 30, 1996 and for the three and six month periods then ended have been reviewed prior to filing by Deloitte & Touche LLP, Independent Certified Public Accountants, in accordance with established professional standards and procedures for such a review. The report of Deloitte & Touche LLP commenting upon their review is included as Part I - Exhibit 1. Independent Accountants' Report To the Board of Directors Blessings Corporation Newport News, Virginia We have reviewed the accompanying consolidated condensed balance sheet of Blessings Corporation and subsidiaries as of June 30, 1996, and the related consolidated condensed statements of earnings and cash flows for the three and six months ended June 30, 1996 and the twelve and twenty-eight weeks July 15, 1995. These financial statements are the responsibility of the Corporation's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to such consolidated condensed financial statements for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of Blessings Corporation and subsidiaries as of December 30, 1995, and the related consolidated statements of earnings, shareholders' equity, and cash flows for the year then ended (not presented herein) and in our report dated February 20, 1996, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated condensed balance sheet as of December 30, 1995 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which is has been derived. Deloitte & Touche LLP Richmond, Virginia July 26, 1996 July 26, 1996 Board of Directors Blessings Corporation Newport News, Virginia We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim financial information of Blessings Corporation and subsidiaries for three and six months ended June 30, 1996 and the twelve and twenty-eight weeks July 15, 1995, as indicated in our report dated July 26, 1996; because we did not perform an audit, we expressed no opinion on that information. We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, is incorporated by reference in the Registration Statement (Post-Effective Amendment Number 11 to Form S-8 on Form S-3). We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. Deloitte & Touche, LLP Richmond, Virginia
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SUMMARY: The following tables set forth for the period indicated 1) the amounts and percentages which certain items reflected in the financial data bear to net sales of the Company and 2) the percentage increase (decrease) of such items as compared to the indicated prior period: Relationship to Net Sales Percent Period Ended Increase/(Decrease) ___________________________________________________________________________ ___________________ 3 Months Ended 12 Weeks Ended June 30, 1996 Percent July 15, 1995 Percent 1996/1995 ------------- ------- -------------- ------- --------- Net Sales $36,253,400 100.0 $38,729,000 100.0 (6.4) Cost of sales 26,355,000 72.7 27,375,400 70.7 (3.7) ------------- -------- ------------ ------- Gross margin 9,898,400 27.3 11,353,600 29.3 (12.8) Other costs and expenses 7,663,500 21.1 6,384,000 16.5 20.0 ------------- -------- ------------ ------- Earnings from operations before taxes on income and minority interest 2,234,900 6.2 4,969,600 12.8 (55.0) Taxes on income 853,000 2.4 2,354,800 6.1 (63.8) ------------- -------- ------------ ------- Minority interest in net income of subsidiary 366,300 1.0 818,700 2.1 (55.3) ------------- -------- ------------ ------- Net earnings $ 1,015,600 2.8 $ 1,796,100 4.6 (43.5) ============= ======== ============ ======= ======
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Relationship to Net Sales Percent Period Ended Increase/(Decrease ______________________________________________________________________________ __________________ 6 Months Ended 28 Weeks Ended June 30, 1996 Percent July 15, 1995 Percent 1996/1995 -------------- ------- -------------- ------- --------- Net Sales $75,786,700 100.0 $83,785,600 100.0 (9.5) Cost of sales 52,692,600 69.5 58,315,800 69.6 (9.6) ----------- ------- ----------- ------ Gross margin 23,094,100 30.5 25,469,800 30.4 (9.3) Other costs and expenses 15,028,200 19.8 16,892,300 20.2 (11.0) ----------- ------- ----------- ------- Earnings from operations before taxes on income and minority interest 8,065,900 10.6 8,577,500 10.2 (6.0) Taxes on income 3,572,100 4.7 3,945,600 4.7 (9.5) ----------- ------- ----------- ------- Minority interest in net income of subsidiary 1,241,500 1.6 914,600 1.1 35.7 ----------- ------- ----------- ------- Net earnings $ 3,252,300 4.3 $ 3,717,300 4.4 (12.5) =========== ======= =========== ======= ======
RESULTS OF OPERATIONS: Net Sales: Net sales for the second quarter ended June 30,1996 decreased 6.4% from the second quarter 1995 as a result of lower sales volume in the company's 60% owned Mexican subsidiary Nacional de Envases de Plasticos, S.A. de C.V. (NEPSA). While domestic demand has remained relatively constant with last year's results, NEPSA continues to be adversely affected by a sluggish Mexican economy. At the same time, lower raw material costs have resulted in lower sales prices, thus lowering net sales dollars. Operating Costs and Expenses: Gross margin was down compared to the same quarter last year as the company responded to competitive pressures in the healthcare industry to protect market share. In addition, the gross margin was negatively impacted by decreased sales of higher margin printed products in Mexico. The company is actively addressing these issues by securing new customers in new markets and focusing on total cost productivity. Other costs and expenses were higher in the second quarter of 1996 compared to the second quarter of 1995 in both dollars and as a percentage of sales due primarily to an additional week's expenses reflected in 1996 and lower net sales. See Notes to Consolidated Condensed Financial Statements, Note 2 on page 4. Taxes on Income: The effective tax rate for the first half of 1996 was 44.3% compared to 46.0% for the first half of last year. The decrease was primarily the result of a lower effective tax rate due to an increase in the availability of tax credits in Mexico. Liquidity and Capital Resources: As of June 30, 1996, the company had working capital of $24,786,000 compared to $11,248,700 at year-end, an increase of $13,537,300. The ratio of current assets to current liabilities at the end of the quarter was 2.3 to 1 and at year-end was 1.5 to 1. The increase in working capital was the result of the company entering into two $10,000,000 long-term notes in connection with a Note Purchase Agreement closed on February 2, 1996 with a major insurance company. Part of the proceeds were used to repay existing debt leaving approximately $12,500,000 to be used to finance major capital projects. The company was not utilizing any of its $25 million revolving credit line or $10 million short-term credit at the end of the quarter. PART II. OTHER INFORMATION Item 2. CHANGES IN SECURITIES Long-term debt agreements contain various restrictive covenants limiting the incurrence of additional indebtedness, mergers and acquisitions. The agreements also include quarterly tests relating to the maintenance of net worth and cash flow. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) Blessings Corporation's annual meeting of security holders was held on May 21, 1996. (b) Proxies were solicited by Blessings' management pursuant to Regulation 14 under the Securities Exchange Act of 1934. There was no solicitation in opposition to management's eleven (11) nominees for directors as listed in the proxy statement and all such nominees were elected. (c) The shareholders voted 8,321,647 in the affirmative, 354,907 in the negative and 735,190 abstained to adopt the 1995 Non-Employee Directors Stock Option Plan. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: Exhibit Number 2 Stock Purchase Agreement by and Among Manuel Villarreal Castaneda, et al, as Sellers, and Blessings Corporation, as Purchaser, dated June 30, 1994; filed with the Commission as an Exhibit to Form 8-K filed July 8, 1994, such Exhibit is incorporated herein by reference. 3(i) Certificate of Incorporation of Blessings Corporation with all Amendments through Amendment dated December 15, 1994; filed with the commission as an Exhibit to Form 10K for the year ended December 31, 1994, such Exhibit is incorporated herein by reference. 3(ii) Bylaws of Blessings Corporation as amended through July 8, 1993; filed with the Commission as an Exhibit to Form S-8 Registration Statement filed October 15, 1993, such Exhibit is incorporated herein by reference. 4 Not applicable 10(a) Blessings Corporation Cost Recovery Supplemental Retirement Income Plan; filed with the commission as an Exhibit to Form 10K for the year ended December 31, 1994, such Exhibit is incorporated herein by reference. 10(b) Blessings Corporation 1991 Stock Option Plan; filed with the Commission as an Exhibit to Form S-8 Registration Statement filed July 15, 1991, such Exhibit is incorporated herein by reference. 10(c) Blessings Corporation 1993 Incentive Plan; filed with the Commission as an Exhibit to Form S-8 Registration Statement filed October 15, 1993, such Exhibit is incorporated herein by reference. 10(d) 1993 Restricted Stock Plan for Non-Employee and Certain Other Directors of Blessings Corporation; filed with the Commission as an Exhibit to Form S-8 Registration Statement filed October 17, 1994, such Exhibit is incorporated herein by reference. 10(e) Blessings Corporation 1993 Restricted Stock Plan for Key Employee; filed with the Commission as an Exhibit to Form S-8 Registration Statement filed October 17, 1994, such Exhibit is incorporated herein by reference. 10(f) Term Loan Agreement dated August 18, 1994, between Chase Manhattan Bank, N.A. and First Fidelity Bank, N.A., New Jersey; filed with the commission as an Exhibit to Form 10K for the year ended December 31, 1994, such Exhibit is incorporated herein by reference. 10(g) Revolving Credit Agreement dated October 16, 1995, between Wachovia Bank of Georgia, N.A. and First Fidelity Bank, N.A., New Jersey; filed with the commission as an Exhibit to Form 10K for the year ended December 30, 1995, such Exhibit is incorporated herein by reference. 10(i)NotePurchase Agreement dated February 2, 1996, between Principal Mutual Life Insurance Company, filed with the commission as an Exhibit to Form 10Q for the quarter ended March 31, 1996, such Exhibit is incorporated herein by reference. 11 Not required - explanation of earnings per share computation is contained in Notes to Consolidated Financial Statements. 15 A report by Independent Certified Public Accountants filed in Part I. 18 Not applicable 19 Not applicable 22 Not applicable 23 Not (b) Reports on Form 8-K: There were no reports on Form 8-K for the three months ended June 30, 1996. S I G N A T U R E S Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this to be signed on its behalf by the undersigned thereunto duly authorized. DATED: August 12, 1996 /s/Wayne A. Durboraw Wayne A. Durboraw, Controller DATED: August 12, 1996 /s/James P. Luke James P. Luke, Executive Vice President (Principal Financial Officer) EX-27 2
5 3-MOS DEC-31-1996 JUN-30-1996 8,281,900 0 22,716,200 1,247,200 12,171,000 44,084,400 112,410,200 39,449,800 147,724,500 19,298,400 36,434,900 0 0 7,252,500 65,342,200 147,724,500 36,253,400 36,253,400 26,355,000 34,018,500 7,663,500 1,247,200 913,200 2,234,900 853,000 1,015,600 0 0 0 1,015,600 .10 .10
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