-----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, Jeat0QcY/EFiC/THmpTp2edo5piEJXXkwE9z9dqVWKTN/2pg8mL7dKUdgCLRZyXg hkz8iWMZFbkWJcByoA46kQ== 0000812708-94-000009.txt : 19941111 0000812708-94-000009.hdr.sgml : 19941111 ACCESSION NUMBER: 0000812708-94-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940930 FILED AS OF DATE: 19941110 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLMAN INC CENTRAL INDEX KEY: 0000812708 STANDARD INDUSTRIAL CLASSIFICATION: 2820 IRS NUMBER: 041671740 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-10033 FILM NUMBER: 94558700 BUSINESS ADDRESS: STREET 1: 1040 BROAD ST STE 302 CITY: SHREWSBURY STATE: NJ ZIP: 07702 BUSINESS PHONE: 9085427300 10-Q 1 FORM 10-Q FOR 3RD QUARTER 1994 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1994 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 0-15899 WELLMAN, INC. (Exact name of registrant as specified in its charter) Delaware 04-1671740 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1040 Broad Street, Shrewsbury, NJ 07702 (Address of principal executive offices) (908) 542-7300 (Registrant's telephone number, including area code) 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 _ As of November 4, 1994, there were 33,169,804 shares of the registrant's common stock, $.001 par value, issued and outstanding and no shares of Class B common stock outstanding. WELLMAN, INC. INDEX Page No. PART I - FINANCIAL INFORMATION ITEM 1 - Financial Statements Condensed Consolidated Statements of Income - For the three and nine months ended September 30, 1994 and 1993 . 2 Condensed Consolidated Balance Sheets - September 30, 1994 and December 31, 1993. . . . . . . . . . . . . 3 Condensed Consolidated Statements of Stockholders' Equity. . . . . . . 4 Condensed Consolidated Statements of Cash Flows - For the nine months ended September 30, 1994 and 1993 . . . . . . 5 Notes to Condensed Consolidated Financial Statements . . . . . . . 6 - 8 ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . .9 - 11 PART II - OTHER INFORMATION ITEM 6 - Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . 12 - 13 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
WELLMAN, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) THREE MONTHS NINE MONTHS ENDED SEPTEMBER 30, ENDED SEPTEMBER 30, ------------------ ------------------ 1994 1993 1994 1993 -------- -------- -------- -------- Net sales $232,955 $210,151 $685,337 $632,124 Cost of sales 180,361 168,557 535,670 494,901 -------- -------- -------- -------- Gross profit 52,594 41,594 149,667 137,223 Selling, general and administrative expenses 20,629 21,282 63,180 61,820 -------- -------- -------- -------- Operating income 31,965 20,312 86,487 75,403 Interest expense, net 3,027 3,862 10,338 12,717 Gain on sale of Wellstar -- -- -- 12,386 -------- -------- -------- -------- Earnings before income taxes and cumulative effect of changes in accounting principles 28,938 16,450 76,149 75,072 Income taxes 11,621 9,394 31,450 33,430 -------- -------- -------- -------- Earnings before cumulative effect of changes in accounting principles 17,317 7,056 44,699 41,642 Cumulative effect of changes in accounting principles, net of income taxes -- -- -- (9,010) -------- -------- -------- -------- Net earnings $ 17,317 $ 7,056 $ 44,699 $ 32,632 ======== ======== ======== ======== Earnings per common share: Before cumulative effect of changes in accounting principles $ 0.52 $ 0.21 $ 1.34 $ 1.27 Cumulative effect of changes in accounting principles -- -- -- (0.27) -------- -------- -------- -------- Net earnings per common share $ 0.52 $ 0.21 $ 1.34 $ 1.00 ======== ======== ======== ======== Average common shares 33,535 32,923 33,331 32,861 ======== ======== ======== ========
See notes to condensed consolidated financial statements. 2
WELLMAN, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data) SEPTEMBER 30, DECEMBER 31, 1994 1993 ------------ ------------ ASSETS Current assets: Cash and cash equivalents $ 18,688 $ 18,751 Accounts receivable, less allowance of $4,172 in 1994 and $4,232 in 1993 116,846 96,599 Inventories 119,234 133,391 Prepaid expenses and other current assets 6,871 4,995 ------------ ------------ Total current assets 261,639 253,736 Property, plant and equipment, at cost: Land, buildings and improvements 100,605 94,652 Machinery and equipment 536,879 489,516 ------------ ------------ 637,484 584,168 Less accumulated depreciation 196,763 163,627 ------------ ------------ Property, plant and equipment, net 440,721 420,541 Cost in excess of net assets acquired, net 303,289 309,395 Other assets, net 22,869 31,575 ------------ ------------ $ 1,028,518 $ 1,015,247 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 44,482 $ 51,882 Accrued liabilities 30,190 27,019 Deferred income taxes 482 482 Current portion of long-term debt 20,115 18,594 ------------ ------------ Total current liabilities 95,269 97,977 Long-term debt 258,181 294,173 Deferred income taxes 81,888 82,067 Other liabilities 35,925 34,524 ------------ ------------ Total liabilities 471,263 508,741 Stockholders' equity: Common stock, $.001 par value; 55,000,000 shares authorized, 33,111,709 shares issued and outstanding in 1994 and 32,780,018 in 1993 33 33 Paid-in capital 221,553 215,179 Foreign currency translation adjustments 5,376 96 Retained earnings 330,293 291,198 ------------ ------------ Total stockholders' equity 557,255 506,506 ------------ ------------ $ 1,028,518 $ 1,015,247 ============ ============
See notes to condensed consolidated financial statements. 3
WELLMAN, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In thousands, except share data) COMMON STOCK CURRENCY ------------------ PAID-IN TRANSLATION RETAINED SHARES AMOUNT CAPITAL ADJUSTMENTS EARNINGS TOTAL ---------- ------ --------- ----------- --------- --------- Balance at December 31, 1992 32,523,650 $ 33 $ 210,180 $ 7,416 $ 265,639 $ 483,268 Net earnings 31,444 31,444 Cash dividends ($0.18 per share) (5,885) (5,885) Exercise of stock options 54,748 674 674 Contribution of common stock to employee stock ownership and benefit plans 200,286 4,065 4,065 Issuance of restricted stock 1,334 26 26 Tax effect of exercise of stock options 234 234 Currency translation adjustments (7,320) (7,320) ---------- ------ --------- ----------- --------- --------- Balance at December 31, 1993 32,780,018 $ 33 $ 215,179 $ 96 $ 291,198 $ 506,506 Net earnings 44,699 44,699 Cash dividends ($0.17 per share) (5,604) (5,604) Exercise of stock options 177,854 3,106 3,106 Contribution of common stock to employee stock ownership and benefit plans 153,170 3,246 3,246 Issuance of restricted stock 667 22 22 Currency translation adjustments 5,280 5,280 ---------- ------ --------- ----------- --------- --------- Balance at September 30, 1994 33,111,709 $ 33 $ 221,553 $ 5,376 $ 330,293 $ 557,255 ========== ====== ========= =========== ========= =========
See notes to condensed consolidated financial statements. 4
WELLMAN, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993 (In thousands) 1994 1993 --------- --------- Cash flows from operating activities: Net earnings $ 44,699 $ 32,632 Adjustments to reconcile net earnings to net cash provided by operating activities: Cumulative effect of changes in accounting principles -- 9,010 Depreciation 33,127 30,546 Amortization 10,260 11,296 Deferred income taxes (345) 2,245 Gain on sale of Wellstar -- (12,386) Changes in assets and liabilities 1,684 (18,392) --------- --------- Net cash provided by operating activities 89,425 54,951 --------- --------- Cash flows from investing activities: Businesses acquired -- (8,780) Additions to property, plant and equipment (53,704) (74,998) Proceeds from sale of Wellstar -- 33,000 Decrease in restricted cash 4,561 13,362 --------- --------- Net cash used in investing activities (49,143) (37,416) --------- --------- Cash flows from financing activities: Net repayments of long-term debt (34,957) (1,163) Dividends paid on common stock (5,604) (4,247) --------- --------- Net cash used in financing activities (40,561) (5,410) --------- --------- Effect of exchange rate changes on cash and cash equivalents 216 (316) --------- --------- Increase (decrease) in cash and cash equivalents (63) 11,809 Cash and cash equivalents at beginning of period 18,751 1,749 --------- --------- Cash and cash equivalents at end of period $ 18,688 $ 13,558 ========= ========= Supplemental cash flow data: Cash paid during the period for: Interest expense $ 11,915 $ 12,629 Income taxes $ 30,739 $ 27,767
See notes to condensed consolidated financial statements. 5 WELLMAN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Information for the three and nine months ended September 30, 1994 and 1993 is unaudited) (In thousands, except per share data) 1. BASIS OF PRESENTATION The results of operations for the three and nine month periods are not necessarily indicative of those for the full year. In the opinion of management, the accompanying unaudited condensed consolidated financial statements are presented on a basis consistent with the audited statements, and all adjustments, which consist only of normal recurring adjustments necessary to present fairly the financial position and the results of operations for the periods indicated, have been reflected. 2. ACCOUNTING CHANGES Environmental Liabilities During 1993, the Financial Accounting Standards Board's Emerging Issues Task Force (EITF) issued EITF Abstract No. 93-5, "Accounting for Environmental Liabilities" (EITF 93-5). The Company adopted the provisions of EITF 93-5 effective January 1, 1993. EITF 93-5 provides that an environmental liability should be evaluated independently from any potential claim for recovery (a two-event approach) and that the loss arising from the recognition of an environmental liability should be reduced only when a claim for recovery is probable of realization. Current accounting standards provide a general presumption that disputed claims for recovery are not probable of realization. Under practice prior to the issuance of EITF 93-5, some companies, including the Company, offset reasonably possible recoveries against probable losses. As a result of the issuance of EITF 93-5, this accounting treatment is no longer permitted. The cumulative effect as of January 1, 1993 of adopting the provisions of EITF 93-5 was a charge to net earnings of $6,820 ($0.20 per share), net of the related income tax effect of $4,180. Inventory Valuation During 1993, the Company changed its method of applying the lower of cost or market rule to certain slow-moving and discontinued waste raw material inventory which is valued using the LIFO dollar value method. In prior years, the Company used the aggregate method in applying the lower of cost or market rule to such inventories and in 1993 changed to the item-by-item method. The Company believes the new method of accounting is preferable because it provides a better matching of costs and revenue and results in a more conservative valuation of slow-moving and discontinued waste raw material inventory. The cumulative effect as of January 1, 1993 of this change in accounting was a charge to net earnings of $2,190 ($0.07 per share), net of the related income tax effect of $1,342. 6 WELLMAN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Information for the three and nine months ended September 30, 1994 and 1993 is unaudited) (In thousands, except per share data) 3. EARNINGS PER COMMON SHARE Earnings per common share is based on the average number of common and common equivalent shares outstanding. 4. INVENTORIES Inventories consist of the following:
September 30, December 31, 1994 1993 --------- --------- Finished and semi-finished goods $ 60,031 $ 53,083 Raw materials 46,634 72,723 Supplies 13,619 12,467 --------- --------- 120,284 138,273 Less adjustments of certain inventories to a LIFO basis 1,050 4,882 --------- --------- $ 119,234 $ 133,391 ========= =========
5. COMMITMENTS AND CONTINGENCIES The Company's operations are subject to extensive and changing federal and state environmental regulations governing air emissions, wastewater discharges and solid and hazardous waste management activities. The Company's policy is to accrue environmental and cleanup-related costs of a non-capital nature when it is both probable that a liability has been incurred and the amount can reasonably be estimated. While it is often difficult to reasonably quantify future environmental-related expenditures, the Company currently estimates its non-capital expenditures related to environmental matters will range between $13,000 and $27,000. Such expenditures are expected to occur over a significant number of future years. In connection with these expenditures, the Company has accrued $17,800 at September 30, 1994, representing management's best estimate of probable non-capital environmental expenditures. In addition, capital expenditures aggregating approximately $13,000 to $18,000 may be required over the next several years related to currently existing environmental matters. The Company is obligated to remediate environmental problems which existed at some of its manufacturing facilities prior to their acquisition by the Company. The Company has escrow funds and indemnification agreements with the prior owners of these facilities, which may result in reimbursement of a significant portion of the environmental liabilities. However, as discussed in note 2, current accounting standards generally permit companies to record only uncontested claims for reimbursement of environmental liabilities. 7 WELLMAN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Information for the three and nine months ended September 30, 1994 and 1993 is unaudited) (In thousands, except per share data) 6. INVESTMENT IN UNCONSOLIDATED PARTIALLY-OWNED COMPANY In March 1993, the Company sold its 43.7% ownership interest in Wellstar Holding, B.V. for $33,000. The transaction resulted in a gain, before applicable income taxes, of approximately $12,386. The sale of Wellstar increased net earnings by approximately $7,300, or $0.22 per share. 8 WELLMAN, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 1994 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1993 Net sales for the three months ended September 30, 1994 were $233.0 million compared to $210.2 million for the three months ended September 30, 1993. Sales for the Company's domestic Fibers Division increased primarily as a result of higher polyester sales volumes and, to a lesser extent, higher selling prices for waste-based products. Higher volumes were primarily the result of the expansion of polyester yarn capacity that was completed during the first quarter of 1994. At Wellman International Limited (WIL), Wellman's Irish subsidiary, sales increased due to increased volume resulting from strong demand and production efficiencies and, to a lesser extent, higher selling prices. Sales for the Manufactured Products Group (MPG) increased in the third quarter of 1994 compared to the third quarter of 1993 due to sales of higher priced bottle resin by the Polymer Products Division and stronger product demand for wool sales in 1994 compared to 1993. At New England CRInc (CRInc), sales increased due to significantly higher commodity prices and increased volumes at the division's material recovery facilities. Gross profit for the three months ended September 30, 1994 was $52.6 million, or approximately 22.6% of sales, compared to $41.6 million, or approximately 19.8% of sales, for the three months ended September 30, 1993. Gross profit for the Company's fiber businesses increased primarily due to higher sales volumes and, to a lesser extent, higher selling prices for waste- based products and lower costs. Lower costs were the result of reduced spending and lower raw material purchase costs primarily at the Company's waste-based fiber businesses. At WIL, gross profit increased primarily as a result of the aforementioned increased sales. Gross profit for the MPG increased due to higher gross profit for the Polymer Products Division resulting from the sale of bottle resin. Selling, general and administrative expenses were $20.6 million, or approximately 8.9% of sales, for the three months ended September 30, 1994, compared to $21.3 million, or approximately 10.1% of sales, for the three months ended September 30, 1993. As a result of the foregoing, operating income was $32.0 million for the three months ended September 30, 1994 compared to $20.3 million for the same period of 1993. Net interest expense for the three months ended September 30, 1994 was $3.0 million compared to $3.9 million for the three months ended September 30, 1993. Interest expense was favorably impacted by a decrease in outstanding borrowings while being partially offset by increasing interest rates. During the third quarter of 1993, the maximum corporate income tax rate increased from 34% to 35% resulting in an increase in income taxes of $2.7 million for the quarter, which had a negative impact on net earnings of approximately $0.08 per share. As a result of the foregoing, net earnings for the third quarter of 1994 were $17.3 million, or $0.52 per share, compared to $7.1 million, or $0.21 per share, for the third quarter of 1993. 9 NINE MONTHS ENDED SEPTEMBER 30, 1994 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1993 Net sales for the nine months ended September 30, 1994 were $685.3 million compared to $632.1 million for the nine months ended September 30, 1993. Sales for the Company's domestic Fibers Division increased due to higher polyester sales volumes, which more than offset lower polyester selling prices. Higher domestic volumes were the result of continued strong product demand, reduced finished goods inventories and the aforementioned expansion of polyester yarn capacity. At WIL, sales increased primarily due to an increase in volumes. Sales for the MPG increased in the first nine months of 1994 compared to the first nine months of 1993 due to stronger product demand for wool sales in 1994 compared to 1993 and increased sales of engineering resins products. Gross profit for the nine months ended September 30, 1994 was $149.7 million, or approximately 21.8% of sales, compared to $137.2 million, or approximately 21.7% of sales, for the nine months ended September 30, 1993. Gross profit for the Company's fibers businesses increased due to the aforementioned increased sales volumes and, to a lesser extent, lower costs, which offset lower selling prices. At WIL, gross profit increased due to higher sales volumes. Gross profit for the MPG increased due to higher gross profits for the Polymer Products Division and the Wool Division, which more than offset a decline in gross profit at Creative Forming, Inc. Selling, general and administrative expenses amounted to $63.2 million, or approximately 9.2% of sales, for the first nine months of 1994 compared to $61.8 million, or approximately 9.8% of sales, for the first nine months of 1993. As a result of the foregoing, operating income was $86.5 million for the first nine months of 1994, compared to $75.4 million for the first nine months of 1993. Net interest expense was $10.3 million in the first nine months of 1994 compared to $12.7 million in the first nine months of 1993. Interest expense was favorably impacted by a reduction in outstanding borrowings while being partially offset by rising interest rates for borrowings during the period. During the third quarter of 1993, the maximum corporate income tax rate increased from 34% to 35% resulting in an increase in income taxes of $2.7 million for the nine months ended September 30, 1993, which had a negative impact on net earnings of approximately $0.08 per share. The impact of the cumulative effect of changes in accounting principles and the gain on sale of Wellstar are discussed in notes 2 and 6, respectively, to the condensed consolidated financial statements. As a result of the foregoing, net earnings in the first nine months of 1994 were $44.7 million, or $1.34 per share, compared to $32.6 million, or $1.00 per share, for the first nine months of 1993. 10 OUTLOOK Strong worldwide demand, increasing chemical feedstock costs and higher- priced cotton continue to put upward pressure on polyester fiber selling prices. As a result, in September 1994, Wellman initiated additional price increases on domestic polyester fibers, which may help reduce the impact of significant increases in chemical feedstock costs expected in the fourth quarter of 1994. Approximately 58% of Wellman's annual worldwide fiber production is derived from chemical feedstocks. The remainder is manufactured from recycled raw materials. In June 1994 Wellman announced plans to increase capacity at its polyester fiber and PET bottle resin businesses as part of a $500 million, five-year capital investment program. The Company's program includes process improvements and capacity expansion at certain facilities in the U.S. and in Ireland. LIQUIDITY AND CAPITAL RESOURCES The Company generated cash from operations of $89.4 million for the nine months ended September 30, 1994 compared to $55.0 million for the nine months ended September 30, 1993. The increase in cash from operations was primarily the result of an increase in net earnings and a reduction of inventories. Net cash used in investing activities amounted to $49.1 million in the first nine months of 1994, compared to $37.4 million in the first nine months of 1993. In 1993, investing activities included $33.0 million of proceeds from the sale of Wellstar. Capital spending amounted to $53.7 million in 1994 compared to $75.0 million in 1993. Net cash used in financing activities amounted to $40.6 million for the first nine months of 1994 compared to $5.4 million for the first nine months of 1993 reflecting higher net repayments of long-term debt. The Company's financing arrangements contain normal financial and restrictive covenants, including restrictions on the payment of dividends and requirements with respect to working capital, net worth, and the ratio of debt to capitalization. The Company's capital investment program includes approximately $80.0 million in planned capital expenditures in 1994. (See "Outlook" section for future capital expenditure plans.) The exact amount and timing of the capital spending is difficult to predict, however, as certain projects may extend into 1995 and beyond depending upon equipment delivery and construction schedules. Wellman completed the expansion of polyester yarn production capacity and the start-up of a new solid-stating unit to produce PET bottle resin in the first quarter of 1994. The 1994 capital plan includes funds for the expansion of monomer and PET resin production capacity and continued equipment upgrades at the Company's domestic fiber operations. The Company believes that the financial resources available to it, including approximately $72.0 million available at September 30, 1994 under its $145.0 million bank credit facility, approximately $7.8 million of restricted cash resulting from the issuance of economic development revenue bonds (included in "Other assets, net" in the Company's condensed consolidated balance sheet and earmarked for recycling-related capital expenditures) and internally generated funds will be sufficient to meet its foreseeable working capital, capital expenditure and dividend payment requirements. 11 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 4 (a)(1) Restated Certificate of Incorporation (Exhibit 3.1 of the Company's Registration Statement on Form S-1, File No. 33-13458, incorporated by reference herein) 4 (a)(2) Certificate of Amendment to Restated Certificate of Incorporation (Exhibit 3(a)(2) of the Company's Registration Statement on Form S-4, File No. 33-31043, incorporated by reference herein) 4 (a)(3) Certificate of Amendment to Restated Certificate of Incorporation (Exhibit 28 of the Company's Registration Statement on Form S-8, File No. 33-38491, incorporated by reference herein) 4 (b) By-Laws, as amended (Exhibit 3(b) of the Company's Form 10-K for the year ended December 31, 1989 incorporated by reference herein) 4 (c) Loan Agreement dated December 7, 1990 by and between the Company and Fleet National Bank, as agent, and certain other financial institutions (Exhibit 4(a) of the Company's Form 10-K for the year ended December 31, 1990 incorporated by reference herein) 4 (d) Facilities dated December 19, 1991 between WIL and Ulster Investment Bank Limited (Exhibit 4(m) of the Company's Form 10-Q for the quarter ended June 30, 1992 incorporated by reference herein) 4 (e) Registration Rights Agreement dated as of August 12, 1985 by and among the Company, Teachers Insurance and Annuity Association of America ("Teachers"), Prudential Insurance Company of America, Narragansett First Fund, Thomas M. Duff, John L. Dings, Alex Holder, Calvin Hughes, and Frank McGuire (Exhibit 4.7 of the Company's Registration Statement on Form S-1, File No. 33-13458, incorporated by reference herein) 4(f) Loan Agreement between South Carolina Jobs - Economic Development Authority (the "Authority") and the Company dated as of December 1, 1990 (Exhibit 4(n) of the Company's Form 10-K for the year ended December 31, 1990 incorporated by reference herein) 4 (g) First Supplemental Loan Agreement between the Authority and the Company dated as of April 1, 1991 (Exhibit 4(a) of the Company's Form 10-Q for the quarter ended June 30, 1991 incorporated by reference herein) 4 (h) Note Purchase Agreement dated as of June 14, 1991 between the Company and the Purchasers named in Schedule I thereto (Exhibit 4(b) of the Company's Form 10-Q for the quarter ended June 30, 1991 incorporated by reference herein) 12 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K, Continued 4 (i) Rights Agreement dated as of August 6, 1991 between the Company and First Chicago Trust Company of New York, as Rights Agent (Exhibit 1 to the Company's Form 8-K dated as of August 6, 1991 incorporated by reference herein) 4 (j) Loan Agreement between the Authority and the Company dated as of June 1, 1992 (Exhibit 4(u) of the Company's Form 10-Q for the quarter ended June 30, 1992 incorporated by reference herein) 4 (k) Note Purchase Agreement between the Company and Teachers dated July 28, 1992 (Exhibit 4 (v) of the Company's Form 10-Q for the quarter ended June 30, 1992 incorporated by reference herein) 4 (l) Loan Agreement between the Authority and the Company dated as of December 1, 1992 (Exhibit 4 (w) of the Company's Form 10-K for the year ended December 31, 1992 incorporated by reference herein) 4 (m) Promissory Note dated May 15, 1992 of the Company to the City of Florence, SC (Exhibit 4 (x) of the Company's Form 10-K for the year ended December 31, 1992 incorporated by reference herein) 4 (n)(1) Loan note participations with the Sumitomo Bank, Limited, dated July 27, 1992, Istituto Bancario San Paolo di Torino S.p.A. dated January 4, 1992 (Exhibit 4(y) of the Company's Form 10-K for the year ended December 31, 1992 incorporated by reference herein) 4 (n)(2) Loan note participations with the Banco di Napoli dated February 17, 1994, First Fedility Bank, N.A. dated June 13, 1994, Chemical Bank New Jersey, National Association dated June 13, 1994, Midlantic National Bank dated March 15, 1994 (Exhibit 4(y)(2) of the Company's Form 10-Q for the quarter ended June 30, 1994 incorporated by reference herein) 4 (o) Promissory Note dated June 18, 1993 of the Company to Fleet National Bank (Exhibit 4(z) of the Company's Form 10-K for the year ended December 31, 1993 incorporated by reference herein) 4 (p) Promissory Note dated May 13, 1994 to Fleet National Bank (Exhibit 4(aa) of the Company's Form 10-Q for the quarter ended June 30, 1994 incorporated by reference herein) 27 Financial Data Schedule (b) Reports on Form 8-K None 13 SIGNATURES Pursuant to the requirements 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. WELLMAN, INC. Dated November 10, 1994 By /s/ Keith R. Phillips --------------- ------------------------ Keith R. Phillips Vice President, Chief Financial Officer, Treasurer (Principal Financial Officer) Dated November 10, 1994 By /s/ Mark J. Rosenblum --------------- ------------------------ Mark J. Rosenblum Vice President-Controller (Principal Accounting Officer) 14 EX-27 2 ART.5 FDS FOR 3RD QUARTER 10-Q
5 1,000 9-MOS DEC-31-1994 SEP-30-1994 18,688 0 121,018 4,172 119,234 261,639 637,484 196,763 1,028,518 95,269 258,181 33 0 0 557,222 1,028,518 685,337 685,337 535,670 535,670 63,180 0 10,338 76,149 31,450 44,699 0 0 0 44,699 1.34 1.34
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