SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDING JANUARY 2, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file numbers 333-42411 and 333-42411-01__________
Glenoit Corporation
(Exact name of registrant as specified in its charter)
Delaware 13-3862561
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
Glenoit Asset Corporation
(Exact name of registrant as specified in its charter)
Delaware 51-0343206
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
111 West 40th Street
New York, New York 10018
Telephone: (212) 391-3915
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: NONE
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 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regular 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. [ ]
None of the voting securities of Glenoit Corporation or Glenoit Asset
Corporation is held by non-affiliates.
As of January 2, 1999, there were 1,000 shares of Glenoit Corporation common
stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
<PAGE>
GLENOIT CORPORATION
Amendment No. 1 on Form 10-K/A
to the
Annual Report on Form 10-K
for the fiscal year ended January 2, 1999
This Amendment No. 1 on Form 10-K/A (this "Amendment") is being filed by Glenoit
Corporation and Glenoit Asset Corporation (together the "Company") to amend Item
12 of the Company's Annual Report on Form 10-K for the year ended January 2,
1999 filed on April 1, 1999. This Amendment is to correctly reflect the
ownership of shares held by Soannes Investments Corp. and, pursuant to Rule
12b-15 of the SEC Rules, the complete text of Item 12, as amended, is set forth
herein.
<PAGE>
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Holdings owns 100% of the Company's common stock. The following table sets
forth, as of January 2, 1999, certain information with respect to each class of
Holdings Common Stock (as defined) beneficially owned by each director of the
Company, all officers and directors of the Company as a group, and each person
known to the Company to own beneficially more than 5% of Holdings Common Stock
of any such class. Unless otherwise noted, the individuals have sole voting and
investment power. As described under "Description of Capital Stock and
Indebtedness of Holdings," certain classes of Holdings Common Stock are
convertible into other classes of Holdings Common Stock. Except as noted in the
footnotes to the table, the information in the table assumes no such conversion.
<TABLE>
<CAPTION>
Class A Class B Class C Class D Class E
------- ------- ------- ------- -------
Name and Address Shares % Shares % Shares % Shares % Shares %
----------------- ------ -- ------ -- ------ -- ------ -- ------- --
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Citicorp Venture Capital, Ltd....... 5,607 43.2% 16,901 78.5% -- -- -- -- -- --
399 Park Avenue
New York, New York 10043
Soannes Investments Corp............ 1,826 14.1 -- * -- -- -- -- --
c/o Gratch Jacobs & Brozman
950 Third Avenue
New York, New York 10022
Isaac Schapira(a)................... -- -- -- 3,579 100% -- -- -- --
c/o Gratch Jacobs & Brozman
950 Third Avenue
New York, New York 10022
Thomas J. O'Gorman.................. 3,112 24.0 -- -- -- -- -- -- -- --
111 West 40th Street
New York, New York 10018
The Equitable Life Assurance
Society of the 2,412(b) 15.7 -- -- -- -- -- -- 2,412(b) 100%
United States.....................
c/o Alliance Corporate Finance
Group Incorporated
1345 Avenue of the Americas
New York, New York 10105
Banque Nationale de Paris........... 1,715(c) 11.7 1,715(c) 7.3 -- -- -- -- -- --
499 Park Avenue
New York, New York 10022-1245
CCT Partners II, L.P.(d)............ 997 7.7 3,005 13.8 -- -- -- -- -- --
399 Park Avenue
New York, New York 10043
Saleem Muqaddam(e).................. 55 * 167 * -- -- -- -- -- --
c/o Citicorp Venture Capital, Ltd.
399 Park Avenue
New York, New York 10043
Joseph Silvestri(e)................. 1 * 3 * -- -- -- -- -- --
c/o Citicorp Venture Capital, Ltd.
399 Park Avenue
New York, New York 10043
John Mowbray O'Mara................. 42 -- 125 -- -- -- 20 100 -- --
623 Lake Avenue
Greenwich, Connecticut 06830
All officers and directors as a
group(e) 4,067 31.3 295 1.4 3,579 100 20 100 -- --
(7 persons).......................
</TABLE>
* Represents less than 1%
(a) Includes shares held by Stirling Investment Holdings, Inc., a British
Virgin Islands corporation (the "Seller"). Under Rule 13d-3 under the
Exchange Act, Mr. Schapira is deemed to beneficially own shares held by the
Seller.
(b) Includes a warrant to purchase 2,412 shares of Class A or Class E Stock
with an exercise price of $0.01 per share and an expiration date of
December 14, 2003.
(c) Includes a warrant to purchase 1,715 shares of Class A or Class B Stock
with an exercise price of $0.01 per share and an expiration date of
December 14, 2003.
(d) CCT Partners II, L.P. is a Delaware limited partnership, the limited
partners of which are employees of CVC.
(e) Does not include shares held by CVC or CCT Partners II, L.P. that may be
deemed to be beneficially owned by Messrs. Muqaddam and Silvestri. Messrs.
Muqaddam and Silvestri disclaim beneficial ownership of shares held by CVC
and CCT Partners II, L.P. Includes shares owned by Mr. Sears, Mr. Levine
and Mr. Kennedy not reflected above.
Certain stockholders of the Company have entered into the Stockholders
Agreement, which contains certain agreements relating to the composition of the
board of directors of Holdings and its subsidiaries. See "Certain Relationships
and Related Transactions--Stockholders Agreement."
<PAGE>
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.
Dated: May 25, 1999
GLENOIT CORPORATION
By /S/ LESTER D. SEARS
-----------------------------------
Lester D. Sears
Executive Vice President and
Chief Financial Officer
(On behalf of the Registrant and as
Principal Financial
And Accounting Officer)
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.
Dated: May 25, 1999
GLENOIT CORPORATION
By /S/ LESTER D. SEARS
-----------------------------------
Lester D. Sears
Executive Vice President and
Chief Financial Officer
(On behalf of the Registrant and as
Principal Financial
And Accounting Officer)
