-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ndBGsq3KndTGQDIh006tV4o3CZ8y6ziDJs//5My/a/TF9x36haq+ie28jiJA6Vbu EUiClKLdh8YMTD13JCi4qA== 0000950109-95-000576.txt : 19950609 0000950109-95-000576.hdr.sgml : 19950609 ACCESSION NUMBER: 0000950109-95-000576 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941030 FILED AS OF DATE: 19950306 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORSTMANN & CO INC CENTRAL INDEX KEY: 0000798246 STANDARD INDUSTRIAL CLASSIFICATION: TEXTILE MILL PRODUCTS [2200] IRS NUMBER: 581651326 STATE OF INCORPORATION: GA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09474 FILM NUMBER: 95518855 BUSINESS ADDRESS: STREET 1: 1185 AVE OF AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2126426900 MAIL ADDRESS: STREET 1: 1185 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 10-K/A 1 FORM 10-K AMENDMENT #1 As filed with the Securities and Exchange Commission on March 6, 1995 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended October 30, 1994 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-9474 FORSTMANN & COMPANY, INC. ---------------------------------------------------------- (Exact name of registrant as specified in its charter) GEORGIA 58-1651326 - ------------------------------ ---------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1185 Avenue of the Americas, New York, N.Y. 10036 ------------------------------------------- ------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 642-6900 -------------- PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K ---------------------------------- (a) Documents filed as part of this Annual Report on Form 10-K: 1. Financial Statements. All financial statements required to be filed as part of this Annual Report on Form 10-K are filed under Item 8. A listing of such financial statements is set forth in Item 8, which listing is incorporated herein by reference. 2. Schedules. Schedules for the Fifty-Three Weeks Ended November 1, 1992 and the Fifty-Two Weeks Ended October 31, 1993 and October 30, 1994. SCHEDULE NUMBER -------- VIII. Valuation and Qualifying Accounts Schedules other than those listed above are omitted because (a) they are not required or are not applicable or (b) the required information is shown in the financial statements or notes related thereto. (b) No Current Report on Form 8-K was filed by the Company during the fourth quarter of its fiscal year ended October 30, 1994. (c) Exhibits [Exhibit 10.7 is the subject of a confidential treatment request and a portion thereof has been omitted pursuant to such request.] 3.1(a) Articles of Restatement setting forth the Amended and Restated Articles of Incorporation of the Company, as filed with the Secretary of State of Georgia on November 19, 1990 (Exhibit 3(i)1. to the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 1994). 3.1(b) Articles of Correction, as filed with the Secretary of State of Georgia on December 18, 1990 (Exhibit 3(i)2. to the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 1994). 3.1(c) Articles of Merger of Forstmann Georgia Corp. and the Company, as filed with the Secretary of State of Georgia on March 3, 1992 (Exhibit 3(i)3. to the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 1994). 3.1(d)* Articles of Amendment to the Articles of Incorporation of the Company, as filed with the Secretary of State of Georgia on April 5, 1994. 3.2(a) By-Laws of the Company (Exhibit 4.4 to the Company's Registration Statement (No. 33-55770) on Form S-8). 3.2(b) Amended and Restated By-Laws of the Company on March 30, 1994 (Exhibit 3(ii) to the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 1994). 4.1(a) Amended and Restated Indenture, dated as of November 19, 1990, relating to Senior Subordinated Notes due April 15, 1999 (Exhibit 2 to the Company's Current Report on Form 8-K dated November 19, 1990). 4.1(b) First Supplemental Indenture, dated as of November 29, 1990, relating to Senior Subordinated Notes due April 15, 1999 (Exhibit 3 to the Company's Current Report on Form 8-K dated November 19, 1990). 4.1(c) Second Supplemental Indenture, dated as of March 4, 1992, relating to Senior Subordinated Notes due April 15, 1999 (Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended February 2, 1992). 4.2 Form of 14-3/4% Senior Subordinated Note due April 15, 1999 (Exhibit A to Exhibit 4.1(a) hereof, as amended by Exhibits 4.1(b) and 4.1(c) hereof). 4.3 Form of Amended Senior Subordinated Note due April 15, 1999 (Exhibit B to Exhibit 4.1(a) hereof, as amended by Exhibits 4.1(b) and 4.1(c) hereof). 4.4(a) Loan Agreement, dated as of October 30, 1992, between the Company and General Electric Capital Corporation ("GECC"), as lender and agent for the lenders named therein ("Loan Agreement") (Exhibit 4.4(a) to the Company's Annual Report on Form 10-K for the year ended November 1, 1992). 4.4(b) Security Agreement, dated as of November 13, 1992, by the Company, in favor of GECC, as lender and agent for the lenders named therein (Exhibit 4.4(b) to the Company's Annual Report on Form 10-K for the year ended November 1, 1992). 4.4(c) Form of Trademark Security Agreement, dated as of November 13, 1992, by the Company, in favor of GECC, as lender and agent for the lenders named therein (Exhibit 4.4(c) to the Company's Annual Report on Form 10-K for the year ended November 1, 1992). 4.4(d) Form of Deed to Secure Debt, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of November 13, 1992, between the Company and GECC, as agent (Exhibit 4.4(d) to the Company's Annual Report on Form 10-K for the year ended November 1, 1992). 4.4(e) First Amendment, dated as of November 13, 1992, to the Loan Agreement (Exhibit 19.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended August 1, 1993). 4.4(f) Form of Promissory Note for the Loan Agreement (Exhibit 19.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended August 1, 1993). 4.4(g) Second Amendment, dated as of December 30, 1992, to the Loan Agreement (Exhibit 19.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended August 1, 1993). 4.4(h) Third Amendment, dated as of April 5, 1993, to the Loan Agreement (Exhibit 19.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended August 1, 1993). 4.4(i) Consent and Waiver Letter, dated as of June 10, 1994, to the Company from GECC (Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 1994). 4.4(j) Fourth Amendment, dated as of June 11, 1993, to the Loan Agreement (Exhibit 19.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended August 1, 1993). 4.4(k) Fifth Amendment, dated as of August 2, 1992, to the Loan Agreement (Exhibit 4.4(j) to the Company's Annual Report on Form 10-K for the year ended October 31, 1993). 4.4(l) Sixth Amendment, dated as of October 29, 1993, to the Loan Agreement (Exhibit 4.4(k) to the Company's Annual Report on Form 10-K for the year ended October 31, 1993). 4.4(m) Seventh Amendment, dated as of March 30, 1994, to the Loan Agreement (Exhibit 4.9 to the Company's Quarterly Report on Form 10-Q for the quarter ended May 1, 1994). 4.4(n)* Eighth Amendment, dated as of August 29, 1994, to the Loan Agreement. 4.4(o) Consent and Waiver Letter, dated as of September 12, 1994, to the Company from GECC (Exhibit 4.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 1994). 4.4(p)* Ninth Amendment, dated as of November 4, 1994, to the Loan Agreement. 4.4(q)* Tenth Amendment, dated January 4, 1995, to the Loan Agreement. 4.4(r)* Eleventh Amendment, dated as of January 23, 1995, to the Loan Agreement. 4.5(a) Loan and Security Agreement ("Loan and Security Agreement"), dated December 27, 1991, between the Company and The CIT Group/Equipment Financing, Inc. ("CIT") (Exhibit 28.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended February 2, 1992). 4.5(b) Amendment, dated September 2, 1992, to the Loan and Security Agreement (Exhibit 4.5(b) to the Company's Annual Report on Form 10-K for the year ended November 1, 1992). 4.5(c) Amendment, dated October 30, 1992, to the Loan and Security Agreement (Exhibit 4.5(c) to the Company's Annual Report on Form 10-K for the year ended November 1, 1992). 4.5(d) Amendment, dated December 31, 1992, to the Loan and Security Agreement (Exhibit 4.5(d) to Post-Effective Amendment No. 4 to the Company's Registration Statement (No. 33-38520) on Form S-1). 4.5(e) Amendment, dated as of July 30, 1993, to the Loan and Security Agreement (Exhibit 4.5(e) to Post-Effective Amendment No. 4 to the Company's Registration Statement (No. 33-38520) on Form S-1). 4.5(f) Third Amendment to the Loan and Security Agreement, dated as of June 13, 1994 (Exhibit 4.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 1994.) 4.5(g) Fourth Amendment to the Loan and Security Agreement, dated as of September 12, 1994 (Exhibit 4.5 to the Company's Quarterly Report on Form 10-K for the quarter ended July 31, 1994). 4.5(h)* Fifth Amendment to the Loan and Security Agreement, dated as of December 22, 1994. 4.6(a) Indenture, dated as of April 5, 1993, between the Company and Shawmut Bank Connecticut, National Association ("Shawmut"), as trustee, relating to the Senior Secured Floating Rate Notes ("Senior Secured Notes") (Exhibit 4.6(a) to Post-Effective Amend- ment No. 4 to the Company's Registration Statement (No. 33-38520) on Form S-1). 4.6(b) Form of Senior Secured Note due October 30, 1997 (Exhibit 4.6(b) to Post-Effective Amendment No. 4 to the Company's Registration Statement (No. 33-38520) on Form S-1). 4.6(c) Form of Deed to Secure Debt, Assignments of Leases and Rents, Security Agreements and Fixture Filings, dated as of April 5, 1993, between the Company and Shawmut, as trustee (Exhibit 4.6(c) to Post-Effective Amendment No. 4 to the Company's Registration Statement (No. 33-38520) on Form S-1). 4.6(d) Security Agreement, dated as of April 5, 1993, between the Company and Shawmut, as trustee (Exhibit 4.6(d) to Post-Effective Amendment No. 4 to the Company's Registration Statement (No. 33-38520) on Form S-1). 4.6(e) Form of Trademark Security Agreement, dated as of April 5, 1993, between the Company and Shawmut, as trustee (Exhibit 4.6(e) to Post-Effective Amendment No. 4 to the Company's Registration Statement (No. 33-38520) on Form S-1). 4.6(f) Form of Patent Security Agreement, dated as of April 5, 1993, between the Company and Shawmut, as trustee (Exhibit 19.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended August 1, 1993). 4.6(g) Amended and Restated Indenture, dated as of March 30, 1994, between the Company and Shawmut Bank of Connecticut, National Association, as trustee, relating to the Senior Secured Notes (Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended May 1, 1994). 4.6(h) Form of Original Senior Secured Note (incorporated herein by reference to Exhibit 4.6(g)). 4.6(i) Form of Additional Senior Secured Note (incorporated herein by reference to Exhibit 4.6(g). 4.6(j) Form of First Amendment to Deed to Secure Debt, Assignments of Leases and Rents, Security Agreements and Fixture Filings, dated as of March 30, 1994, between the Company and Shawmut Bank Connecticut, National Association, as trustee (Exhibit 4.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended May 1, 1994). 4.6(k) First Amendment to Pledge and Security Agreement, dated as of March 30, 1994 between the Company and Shawmut Bank Connecticut, National Association, as trustee (Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended May 1, 1994). 4.6(l) First Amendment to Trademark Security Agreement (foreign), dated as of March 30, 1994, between the Company and Shawmut Bank Connecticut, National Association, as trustee (Exhibit 4.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended May 1, 1994). 4.6(m) First Amendment to Trademark Security Agreement (U.S.), dated as of March 30, 1994, between the Company and Shawmut Bank Connecticut, National Association, as trustee (Exhibit 4.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended May 1, 1994). 4.6(n) First Amendment to Patent Security Agreement, dated as of March 30, 1994, between the Company and Shawmut Bank Connecticut, National Association, as trustee (Exhibit 4.8 to the Company's Quarterly Report on Form 10-Q for the quarter ended May 1, 1994). 4.6(o)* Supplemental Indenture, dated as of January 23, 1995, between the Company and Shawmut Bank Connecticut, National Association, as trustee, relating to the Senior Secured Notes. 10.1(a) J. P. Stevens & Co., Inc. Trademark Assignments to the Company, effective December 28, 1985, dated January 29, 1986 (Exhibit 10(h) to the Company's Registration Statement (No. 33-27296) on Form S-1). 10.1(b) Lease, dated July 21, 1986, between the Company and 1185 Avenue of the Americas Associates ("1185 Associates") (Exhibit 10(t) to the Company's Registration Statement (No. 33-27296) on Form S-1). 10.1(c) Lease Modification Agreement, dated December 5, 1991, between the Company and 1185 Associates (Exhibit 10.7 to the Company's Registration Statement (No. 33-44417) on Form S-1). 10.1(d) Consent to Lease Modification Agreement, dated May 11, 1992, between the Company and 1185 Associates (Exhibit 10.2(c) to the Company's Annual Report on Form 10-K for the year ended November 1, 1992). 10.1(e) Lease Modification Agreement, dated May 11, 1992, between the Company and 1185 Associates (Exhibit 10.1(d) to the Company's Annual Report on Form 10-K for the year ended November 1, 1992). 10.2(a) Amended Note Registration Rights Agreement, dated as of November 19, 1990, among the Company and the parties thereto (Exhibit 10.4 to the Company's Registration Statement (No. 33-38520) on Form S-1). 10.2(b) Common Stock Registration Rights Agreement, dated as of November 19, 1990, among the Company, Columbia Savings & Loan Association, CSL Investments, Executive Life Insurance Company and the parties thereto (Exhibit 10.5 to the Company's Registration Statement (No. 33-38520) on Form S-1). 10.2(c) Preferred Stock Registration Rights Agreement, dated as of November 19, 1990, between the Company and Executive Life Insurance Company (Exhibit 10.6 to the Company's Registration Statement (No. 33-38520) on Form S-1). 10.2(d)*Common Stock Registration Rights Agreement, dated as of September 9, 1994, between the Company and Resolution Trust Corporation as receiver for Columbia Savings & Loan Association, F.A. 10.3(a)*Common Stock Incentive Plan as amended as of March 30, 1994. 10.3(b) Form of Incentive Stock Option Agreement (Exhibit 4.2(a) to the Company's Registration Statement (No. 33-55770) on Form S-8). 10.3(c) Alternative Form of Incentive Stock Option Agreement (Exhibit 4.2(b) to the Company's Registration Statement (No. 33-55770) on Form S-8). 10.4(a) Form of Equity Referenced Deferred Incentive Award Agreement ("ERA") (Exhibit 10.13 to the Company's Registration Statement (No.33-44417) on Form S-1). 10.4(b)*Amendment, dated February 10, 1994, to the ERA Agreement, dated February 26, 1992. 10.5(a) Form of Change in Control Agreement (Exhibit 10.6 to the Company's Annual Report on Form 10-K for the year ended November 1, 1992). 10.5(b) Employment Agreement dated December 16, 1993 between the Company and Christopher L. Schaller. (Exhibit 10.5(b) to the Company's Annual Report on Form 10-K for the year ended October 31, 1993). 10.5(c) Form of Employment Agreement for Executive Vice Presidents. (Exhibit 10.5(c) to the Company's Annual Report on Form 10-K for the year ended October 31, 1993). 10.6(a) Supplemental Retirement Benefit Plan (Exhibit 10.7 to the Company's Annual Report on Form 10-K for the year ended November 1, 1992). 10.6(b) Trust Agreement, dated December 30, 1993, of the Supplemental Retirement Benefit Plan Trust. (Exhibit 10.6(b) to the Company's Annual Report on Form 10-K for the year ended October 31, 1993). 10.7** Management Incentive Plan - Fiscal Year 1995. [Subject of a confidential treatment request.] 10.8 Non-Qualified Salaried Employees' Savings, Investment and Profit Sharing Plan (Exhibit 10.9 to the Company's Annual Report on Form 10-K for the year ended November 1, 1992). 10.9(a)* Form of Indemnity Agreement, effective as of February 7, 1994, between the Company and its corporate officers. 10.9(b)* Form of Indemnity Agreement, effective as of February 7, 1994, between the Company and its directors. 10.10(a)*License Agreement, dated July 1, 1992, between Campagia Tessile S.p.A. ("licensor") and the Company. 10.10(b)*Guarantee Agreement, dated July 1, 1992, between the Licensor and the Company. 10.10(c)*Italian Fabrics Purchase Agreement, dated July 1, 1992, between the Licensor and the Company. 10.10(d)*Liquidated Damages Agreement, dated July 1, 1992, between the Licensor and the Company. 10.10(e)*Use of the mark "Carpini" Agreement, dated July 1, 1992, between the Licensor and the Company. 10.10(f)*Consultancy/Sales Fee Agreement, dated July 1, 1992, between Woolverton Limited ("Consultant") and the Company. 10.10(g)*Guarantee Agreement, dated July 1, 1992, between the Consultant and the Company. 10.10(h)*Consultation for Purchase of Italian Fabrics Agreement, dated July 1, 1992, between the Consultant and the Company. 10.10(i)*Liquidated Damages Agreement, dated July 1, 1992, between the Consultant and the Company. 10.10(j)*Renegotiation of Sales Fee Arrangements for Non-Registration of Marks, dated July 1, 1992, between the Consultant and the Company. 11.1* Computation of per share earnings. 23.1* Consent of Deloitte & Touche LLP. * Previously filed. ** Filed herewith. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 6, 1995 By:/s/ William B. Towne -------------------------------- William B. Towne Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer EXHIBIT INDEX TO FORM 10-K/A AMENDMENT NO. 1 Exhibit Page - ------- ---- 10.7 Management Incentive Plan - Fiscal Year 1995 7 [A portion of Exhibit 10.7 has been redacted pursuant to a request for confidential treatment pursuant to Rule 24b-2.] EX-10.7 2 MANAGEMENT INCENTIVE PLAN Exhibit 10.7 FORSTMANN & COMPANY, INC. INCENTIVE COMPENSATION FISCAL 1995 MANAGEMENT INCENTIVE PLAN - ------------------------- Participation - ------------- Participation in the Management Incentive Plan is determined annually based upon the recommendations of management and approval by the Board of Directors. The levels of participation are as follows: Group I which is made up of executive management (President, Executive Vice Presidents, and Vice Presidents), Group II which is made up of middle managerial positions (to include Directors, Plant Managers, and others), and Group III which is made up of other managers in the company (Superintendents, Department Managers, and others). Participants are notified of their selection and are provided a copy of all necessary information. The Board has the right to exclude an otherwise eligible participant from receiving an award under the plan. Incentive Award Opportunities - ----------------------------- Each participant will be informed of the amount of his/her target incentive. The level of target incentive is expressed as a percent of earned base salary and is based on the position level (Group I, Group II, or Group III). The actual award is determined at the end of the Plan year, based upon results achieved during the year. The award opportunities range from the target incentive amount for "on target" performance, up to an established maximum percentage of earned base salary for the achievement of maximum results, down to a minimum of no award. The Group I "on target" incentive is 25% (of base salary) with a maximum potential of 50%, and a minimum of 10% if an incentive is earned. The Group II "on target" incentive is 15% (of base salary) with a maximum potential of 30%, and a minimum of 6% if an incentive is earned. The Group III "on target" incentive is 10% (of base salary) with a maximum potential of 20%, and a minimum of 4% if an incentive is earned. Exhibit 10.7 Page 2 Basis of Incentive Awards - ------------------------- The participants in the Management Incentive Plan earn incentive bonuses based upon the achievement of Company goals established at the beginning of each fiscal year. These goals reflect key financial ratios which are approved by the Board of Directors. Adjustments may be made during the year if Company goals are affected by conditions outside the control of management or by non-recurring or abnormal items. A partial list of efforts which may enhance payouts under the plan would include: Maximizing sales volume Improving margins on sales Inventory Turns Reducing operating costs in the plants Reducing selling, general and administrative expense Conditions Affecting Payment of Awards - -------------------------------------- The granting of all individual awards is subject to the review and approval of the board. For any participant entering the Plan after the beginning of the Plan year, any award may be prorated directly in proportion to length of service and earnings during the Plan year. If a participant is placed on a paid or unpaid leave of absence, he/she may receive an incentive award up to the maximum allowable amount computed on a monthly prorated basis covering the period of active employment during the plan year. If a participant's employment with the Company terminates (either voluntarily or involuntarily) during the Plan year, there will be no payment of an incentive award. If, however, the employment with the Company terminates (either voluntarily or involuntarily) AFTER the close of the Plan year, the participant ----- may be entitled to receive their earned incentive award payment. If a participant retires, dies, or becomes totally disabled during the Plan year, they may be eligible to receive an incentive award payment based on performance, prorated on a monthly basis in proportion to length of active service during the plan year. Exhibit 10.7 Page 3 Receipt of Incentive Award - -------------------------- Incentive Award payments may be made during the quarter following the fiscal ------- year end (October 31). Company Objectives - 1995 - -------------------------
Incentive Plan - FY 1995 ($MILLIONS) INDICATORS 1994 MIN MID MAX WEIGHT EARNINGS 3.3 * * * 25% after Taxes EBITDA 36.9 * * * 25% AVG. INVENTORY 85.2 * * * 25% AVERAGE DEBT 165.2 * * * 25%
* Redacted pursuant to a request for confidential treatment pursuant to Rule 24b-2. -----END PRIVACY-ENHANCED MESSAGE-----