SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 29, 1995
Wellco Enterprises, Inc.
(Exact name of registrant as specified in its charter)
North Carolina 1-5555 56-0769274
(State or other
jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
150 Westwood Circle, Waynesville, North Carolina 28786
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 704-456-3545
Not applicable
(Former name or former address, if changed since last report)
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Item 1. Change in Control of Registrant.
On December 29, 1995, the Registrant repurchased 510,424 shares of its common
stock beneficially owned by Coronet Insurance Company (Coronet) and its
affiliates. This represented 57.69% of the total outstanding shares (884,806) of
the Registrant. After this repurchase, the Registrant has 374,382 total shares
outstanding. The largest owner of these remaining shares is Mr. J. T. Emerson
who has, for many years, owned a total of 139,712 shares, now representing
37.32% of the total outstanding. After this repurchase Coronet continues to hold
26,000 shares of the Registrant representing 6.94% of the total outstanding.
The 510,424 shares were purchased for a cash payment of $5,460,205 and 400,000
shares of the common stock of Alba-Waldensian, Inc. (Alba) owned by the
Registrant. These 400,000 shares represent 21.5% of the total outstanding shares
of Alba and were all of the Alba shares owned by the Registrant.
Funds for the $5,460,205 cash payment came from a $4,500,000 ninety-day loan
from First Union National Bank and existing monies of the Registrant. Monies
from the sale of equity securities owned by the Registrant will be used to repay
the bank loan.
The related Stock Repurchase Agreement provides that for a period of ten years
Coronet and its affiliates will not acquire direct or indirect beneficial
ownership of any of the Registrant's common stock exceeding 20% of the common
stock outstanding at any time. During this ten year period, Coronet has
appointed the Board of Directors of the Company as its attorney-in-fact and
proxy for voting all shares owned by Coronet.
Effective with the consummation of the Stock Repurchase Agreement, Registrant's
Directors Clyde Wm. Engle, Lee N. Mortenson and James M. Fawcett, Jr. resigned,
representing three of the Registrant's nine directorships. Mr. Mortenson and Mr.
Engle are affiliated with Coronet and Mr. Fawcett may be deemed to be affiliated
with Mr. Engle. The Registrant's Board is expected to take action to fill these
three vacant directorships, and it is expected that Mr. Emerson, an associate of
Mr. Emerson and David Lutz, Secretary/Treasurer of the Registrant, will be
appointed to fill these vacancies until the 1996 Annual Meeting of the
Registrant's shareholders to be held in November, 1996.
The 510,424 shares repurchased were pledged as security for a bank loan to
Coronet. With the consummation of this repurchase, this pledge is removed. The
Registrant is not aware of any pledge by any person of it's common stock which
may at a subsequent date result in a change in control of the Registrant.
Item 2. Disposition of Assets.
Item 1 of this Form 8-K gives certain information required by Item 2 relating to
an exchange of 400,000 shares of the common stock of Alba-Waldensian, Inc. owned
by the Registrant and a cash payment of $5,460,205 for 510,424 shares of the
Registrant's common stock.
The total price to be paid for the 510,424 shares ($10,346,753) was determined
by negotiation and confirmed by a fairness opinion of an investment banking
firm. The 400,000 shares of Alba were valued and applied against this price at
$4,886,548, resulting in the cash payment of $5,460,205. The market value of
Alba common stock at December 29, 1995 was $7.625 per share, with the total
market value of these shares being $3,050,000. In addition, the Stock Repurchase
Agreement provides for the possibility of additional cash payments, not to
exceed a maximum total of $1,531,272, payable only out of the cumulative net
income of the Registrant above $400,000 for the six fiscal year's of the
Registrant starting with the 1997 fiscal year which begins June 30, 1996.
The affiliates of Coronet, as identified by the Stock Repurchase Agreement, are:
Wellco Holdings Company; National Assurance Indemnity Company; Normandy
Insurance Agency; Sunstates Corporation; Wisconsin Real Estate Investment Fund;
Hickory Furniture Company; Telco Capital Corporation; RDIS Corporation; and
Clyde Wm. Engle.
Prior to this exchange, Coronet and its affiliates were the beneficial owners of
60.63% (536,424 shares) of the total outstanding stock of the registrant. In
addition, four of the Registrant's nine Directors (Clyde Wm.
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Engle, Lee N. Mortenson, James M. Fawcett, Jr. and William D. Schubert) may be
deemed to be affiliated with Coronet and its affiliates through equity
ownership, their position as officers and/or directors of Coronet and its
affiliates or through other relationships.
Item 7. Financial Statements and Exhibits.
(b) Pro Forma Financial Information:
On December 29, 1995, the Registrant repurchased 510,424 shares of its common
stock beneficially owned Coronet Insurance Company (Coronet) and its affiliates.
The 510,424 shares were purchased for a cash payment of $5,460,205 and 400,000
shares of the common stock of Alba-Waldensian, Inc. (Alba) owned by the
Registrant. Funds for the $5,460,205 cash payment came from a $4,500,000
ninety-day loan from First Union National Bank and existing monies of the
Registrant. Monies from the sale of equity securities owned by the Registrant
will be used to repay the bank loan. In addition, the Stock Repurchase Agreement
provides for the possibility of additional cash payments, not to exceed a
maximum total of $1,531,272, payable only out of the cumulative net income of
the Registrant above $400,000 for the six fiscal year's of the Registrant
starting with the 1997 fiscal year which begins June 30, 1996.
The following pro forma consolidated financial statements are filed with this
Form 8-K:
Consolidated Balance Sheet as of September 30, 1995 (page 5 of this Form 8-K-
This statement reflects the historical amounts and the pro forma adjustments to
reflect the repurchase of the Registrant's shares. Since the ninety-day loan
will be repaid from the sale of equity securities, the pro forma also reflects
the sale of these securities.
Consolidated Statement of Operations for the Fiscal Year Ended July 1, 1995
(page 6 of this Form 8-K)- This statement reflects the historical amounts and
the pro forma adjustments reflecting reduced interest, dividend and investment
income as if the purchase of the Registrant's shares and the sale of equity
securities had occurred at the beginning of this fiscal year. It also excludes
the equity in earnings of affiliate (Alba). The pro forma does not reflect a
nonrecurring charge and credit resulting from the transaction.
Consolidated Statement of Operations for the Fiscal Three Months Ended September
30, 1995 (page 7 of this Form 8-K)- This statement reflects the historical
amounts and the pro forma adjustments reflecting reduced interest, dividend and
investment income resulting from not having an investment in marketable
securities.
Excluded from the pro forma Consolidated Statements of Operations is a
nonrecurring net credit, estimated to be $395,000, after income taxes of
$203,000, that will be be included in the Registrant's Statements of Operations
within the twelve months succeeding the transaction. This credit will result
from the sale of marketable securities and the exchange of Alba shares for those
of the Registrant.
(b) Exhibits:
Exhibit 10-Material Contracts: Attached as Exhibit 10 is the Stock Repurchase
Agreement between the Registrant and The Coronet Group.
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Signature:
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 hereunto duly authorized.
January 12, 1995
Wellco Enterprises, Inc.
(Registrant)
/s/ David Lutz
By: David Lutz, Secretary/Treasurer
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INDEX TO PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
DESCRIPTION PAGE NO.
Pro Forma Consolidated Balance Sheet as of September 30, 1995 5
Pro Forma Consolidated Statements of Operations for the Fiscal Year
Ended July 1, 1995 6
Pro Forma Consolidated Statement of Operations for the Fiscal Three
Months Ended September 30, 1995 7
Exhibit 10-Stock Repurchase Agreement 8-14
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<TABLE>
<CAPTION>
WELLCO ENTERPRISES, INC.
PROFORMA CONSOLIDATED BALANCE SHEET
IN THOUSANDS
AS OF SEPTEMBER 30, 1995
Historical
September 30, Pro Forma
1995 Adjustments Pro Forma
<S> <C> <C> <C>
CURRENT ASSETS:
Cash ................................................................ $ 2,346 $ (310)(A) $ 2,036
Marketable securities, current ...................................... 996 (996)(B) 0
Receivables ......................................................... 3,615 3,615
Inventories ......................................................... 3,916 3,916
Deferred taxes and prepaid expenses ................................. 389 389
------- ------
Total Current Assets ................................................ 11,262 9,956
Marketable securities, non-current .................................. 4,251 (4,251)(B) 0
Investment in affiliate ............................................. 5,407 (5,407)(C) 0
Property, plant and equipment, net .................................. 1,214 1,214
Intangible assets .................................................. 870 870
------ ------
Total assets ........................................................ 23,004 12,040
CURRENT LIABILITIES:
Short-term borrowing from bank ...................................... 20 20
Accounts payable .................................................... 1,827 1,827
Accrued liabilities ................................................. 1,210 538 (D) 1,748
------ ------ ------
Total Current Liabilities ........................................... 3,057 3,595
Note payable ........................................................ 521 (E) 521
Other long-term liabilities ......................................... 2,035 (748)(F) 1,287
Stockholders'Equity:
Common stock ..................................................... 885 (510)(G) 375
Other stockholders equity ........................................ 17,027 (10,765)(G) 6,262
------ -----
Total Stockholders' Equity ....................................... 17,912 6,637
Total liabilities and stockholders' equity .......................... $23,004 $12,040
======= =======
</TABLE>
(A) Net reduction in cash from purchase of Registrant's stock, net of cash from
sale of marketable securities.
(B) Sale of marketable securities.
(C) Shares of affiliate paid as part of purchase of Registrant's stock.
(D) Increase in income tax liability.
(E) Note payable arising from increase in purchase price based, on estimated
future profits.
(F) Net reduction in deferred taxes from sale of marketable securities and
exchange of shares in affiliate.
(G) Net reduction in stockholders equity.
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<TABLE>
<CAPTION>
WELLCO ENTERPRISES, INC.
PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS
IN THOUSANDS EXCEPT FOR SHARES AND PER SHARE
FISCAL YEAR ENDED JULY 1, 1995
Historical
July 1, Pro Forma
1995 Adjustments Pro Forma
<S> <C> <C> <C>
Revenues ...................................................... $ 18,003 $ 18,003
Costs and expenses ............................................ 17,324 17,324
Dividend and interest income .................................. 446 (426)(A) 20
Net investment income ......................................... 18 (18)(A) 0
Income before equity in
earnings of affiliate ...................................... 1,143 699
Interest expense .............................................. 89 (B) 89
Equity in earnings of affiliate ............................... 69 (69)(C) 0
Income before income taxes .................................... 1,212 610
Provision for income taxes .................................... 243 (103)(D) 140
Net income .................................................... $ 969 $ 470
Weighted average number
of shares outstanding ...................................... 884,806 (510,424) 374,382
Net income per share .......................................... $ 1.10 $ 1.26
</TABLE>
BASIS OF ADJUSTMENTS:
The sale of marketable securities to pay for the purchase of the Registrant's
common stock will reduce its funds available for earning interest, dividends and
investment income. In addition, the registrant will not be recording its equity
in the earnings and profits of its affiliate whose common shares were exchanged
as part of the total consideration for the Registrant's common stock. This pro
forma assumes that the reduced available funds occurred at the start of this
fiscal year and that its investment in affiliate did not exist during the year.
The pro forma does not reflect a nonrecurring charge and credit resulting from
the transaction.
(A) Lower income from interest, dividends and investments.
(B) Imputed interest on note payable arising from increase in purchase price,
based on estimated future profits.
(C) Assumes investment in affiliate did not exist.
(D) Lower tax provision on lower income.
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<TABLE>
<CAPTION>
WELLCO ENTERPRISES, INC.
PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS
IN THOUSANDS EXCEPT FOR SHARES AND PER SHARE
FISCAL THREE MONTHS ENDED SEPTEMBER 30, 1995
Historical
September 30, Pro Forma
1995 Adjustments Pro Forma
<S> <C> <C> <C>
Revenues ..................................................... $ 4,378 $ 4,378
Costs and expenses ........................................... 4,423 4,423
Dividend and interest income ................................. 88 (83)(A) 5
Net investment income ........................................ 18 (18)(A) 0
Interest expense ............................................. 17 (B) 17
Income (loss) before equity in
earnings of affiliate ..................................... 61 (57)
Equity in earnings of affiliate .............................. (122) 122 (C) 0
Loss before income taxes .................................... (61) (57)
Provision for income taxes ................................... 10 (3)(D) 7
Net loss ..................................................... $(71) $(64)
Weighted average number
of shares outstanding ..................................... 884,806 -510,424 374,382
Net loss per share ........................................... $(0.08) $(0.17)
</TABLE>
BASIS OF ADJUSTMENTS:
The sale of marketable securities to pay for the purchase of the Registrant's
common stock will reduce its funds available for earning interest, dividends and
investment income. In addition, the registrant will not be recording its equity
in the earnings and profits (losses) of its affiliate whose common shares were
exchanged as part of the total consideration for the Registrant's common stock.
This pro forma assumes that the reduced available funds occurred at the start of
this period and that its investment in affiliate did not exist during the fiscal
period.
(A) Lower income from interest, dividends and investments.
(B) Imputed interest on note payable arising from increase in purchase price,
based on estimated future profits.
(C) Assumes investment in affiliate did not exist.
(D) Lower tax provision on lower income.
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EXHIBIT 10
STATE OF NORTH CAROLINA
COUNTY OF HAYWOOD
STOCK REPURCHASE AGREEMENT
THIS STOCK REPURCHASE AGREEMENT is made and entered into this 29th day
of December, 1995, by and between WELLCO ENTERPRISES, INC., a North Carolina
corporation with its principal office and place of business at 150 Westwood
Circle, Waynesville, North Carolina, and hereinafter referred to as the
"Company"; and CLYDE Wm. ENGLE, hereinafter referred to individually as "Engle";
and the undersigned corporate signators to this Agreement, hereinafter referred
to collectively as "The Coronet Group".
W I T N E S S E T H :
WHEREAS, The Coronet Group are stockholders of the Company and as of the
date of this Agreement collectively beneficially own a total of 535,424 shares
of the Company's presently outstanding 884,806 shares of common stock; and
WHEREAS, the Company is authorized to repurchase said shares held by The
Coronet Group pursuant to the provisions of N.C.G.S. Section 55-6-31(a); and
WHEREAS, the Company has received from Interstate/Johnson Lane, Inc., of
Charlotte, North Carolina an opinion that the entering into of this transaction
is fair from a financial point of view to the common shareholders of the
Company, and has given notification of this transaction to the American Stock
Exchange as required by the rules and regulations of said Exchange; and
WHEREAS, the Board of Directors of Company has determined that the
repurchase of 510,424 shares of the Company's stock from The Coronet Group in
accordance with the terms of this Agreement is in the best interest of the
Company and its common shareholders; and
WHEREAS, The Coronet Group are willing to sell said 510,424 shares of the
Company's stock in accordance with the terms of this Agreement;
WHEREAS, the corporate signators to this Agreement from The Engle Group are
as follows:
(i) WELLCO HOLDINGS COMPANY, a Illinois corporation, which beneficially
owns the Company's stock which is the subject of this Agreement;
(ii) RDIS Corporation, a Delaware corporation, of which Engle owns more
than 50% of its outstanding stock and itself is the parent corporation of
SUNSTATES CORPORATION;
(iii) SUNSTATES CORPORATION, a Delaware corporation, which is the parent
corporation of NORMANDY INSURANCE AGENCY, INC., an Illinois insurance
corporation;
(iv) NORMANDY INSURANCE AGENCY, INC., a Illinois corporation, which is the
parent corporation of CORONET INSURANCE COMPANY, an Illinois corporation;
(v) CORONET INSURANCE COMPANY, an Illinois insurance corporation, which is
the parent corporation of WELLCO HOLDINGS COMPANY, an Illinois corporation;
(vi) TELCO CAPITAL CORPORATION, a Delaware corporation, which owns a
majority of the equity interest in HICKORY FURNITURE COMPANY, a Delaware
corporation; and
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(vii) HICKORY FURNITURE COMPANY, a Delaware corporation, which owns a
majority of the equity interest in WISCONSIN REAL ESTATE INVESTMENT TRUST, a
Wisconsin business trust;
Attached hereto as Exhibit "A" are the respective direct beneficial
owners of the Company's stock which is the subject of this Agreement and which
will receive the payments to be made by the Company under this Agreement. By
signing of this Agreement, each of these named owners agree that all the
consideration paid by the Company will be to LaSalle National Bank as payment to
each of them;
NOW THEREFORE, the Company and The Coronet Group (by their respective
corporate signatures hereinafter affixed enter into this Agreement) and subject
to the following terms and conditions, hereby agree as follows:
1. The Company hereby repurchases from The Coronet Group and The
Coronet Group hereby sells to the Company, FIVE HUNDRED TEN THOUSAND FOUR
HUNDRED AND TWENTY FOUR (510,424) shares of the Company's stock currently owned
by The Coronet Group at a purchase price of $10,346,753.00 ($20.2709 per share),
payment to be made by a cash payment of $5,460,205.00 and transfer by Company of
the Company's 400,000 shares of the outstanding common stock of Alba-Waldensian,
Inc., a Delaware corporation, at an agreed upon price of $4,886,548.00
(consisting of the Company's initial cash cost of $4,250,000, the cost of
acquisition of $224,786, a return on this investment of $357,983, and the
cumulative accounting loss recorded by the Company of its equity share of the
losses of Alba through September 30, 1995 of $53,779), to the respective owners
of the Company's stock purchased hereunder as reflected on Exhibit "A" hereto.
Payment of the above cash, transfer of the 400,000 shares of the common stock of
Alba Waldensian, Inc. and transfer of the 510,424 shares of the Company's stock
will be made simultaneously and on December 29, 1995 or the earliest possible
date thereafter.
2. In addition to the cash purchase price for said 510,424 shares
provided for in Paragraph 1 above, the Company shall further be obligated to pay
the respective owners of stock owned by The Coronet Group and sold to the
Company hereunder, or their respective heirs, successors or assigns, an
additional amount not to exceed $1,531,272.00 but payable only from sixty (60%)
percent of the cumulative after-tax profits of the Company as determined by the
annual audited consolidated financial statements of the Company in excess of
$400,000.00 for each of the six (6) fiscal years of the Company commencing with
the fiscal year starting June 30, 1996. Such payment shall be made by the
Company within ten (10) days after the receipt by the Company of its audited
financial statement for its fiscal year ending June 28, 1997, and the subsequent
five (5) fiscal years, until the selling shareholders have collectively been
paid a maximum total of $1,531,272.00. Said audited financial statement shall be
furnished to the Company by the Company's then-regularly engaged independent
auditors. The Company shall have the right at any time to prepay the principal
of any unpaid balance of the maximum $1,531,272.00, in whole or in part, at its
discounted present value applying a SEVEN (7.0%) PERCENT discount factor per
annum from its execution date to the prepayment date and assuming a total payout
period of six (6) years from June 30, 1996. Said obligation shall be unsecured
and subordinate to all financial obligations of the Company for money borrowed,
whether now or hereafter secured or unsecured and no payments on said obligation
may be made if there then exists any default in the terms of any such secured or
unsecured financial obligations of the Company and said obligation shall be
subordinate to such other secured or unsecured financial obligations. The
Company will expeditiously prepare a Contingent Note containing the above
provisions.
3. The Coronet Group hereby warrant, acknowledge and represent to the
Company that the report of beneficial ownership of the Company's stock held by
The Coronet Group as reported in SEC Form 4 for the month of November, 1995
attached hereto as Exhibit "B" and filed with the United States Securities and
Exchange Commission and the Company, is and remains true and correct and that
the identity and respective stock holdings of the Company's stock of the Coronet
Insurance Company subsidiaries not named in Exhibit "B" are as stated in Exhibit
"A" hereto.
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4. The Coronet Group hereby warrants and represents to the Company that
The Coronet Group is acquiring said shares of Alba Waldensian, Inc. for its own
account, for the purpose of investment only and not for the purpose of or with a
view to the sale or other disposition thereof within the meaning of the
Securities Act of 1933, as amended (the "Act"), except as may be permitted by
such Act and the rules and regulations promulgated under such Act. The Coronet
Group acknowledges that said shares are not registered with the SEC or with any
regulatory agencies charged with the administration of state securities laws.
The Coronet Group acknowledges that a legend to such effect will be placed on
certificates representing the shares. As a condition to said purchase and sale
transaction, the Company hereby relinquishes and transfers to The Coronet Group
all rights and obligations of the Company and The Coronet Group hereby
relinquishes and transfers to the Company all rights and obligations of The
Coronet Group arising under December 29, 1994 Stock Purchase Agreement between
the Company and Coronet Insurance Company relating to said 400,000 shares of
Alba-Waldensian, Inc. stock which were subject of said Stock Purchase Agreement.
Accordingly, upon transfer of said Alba-Waldensian shares said Stock Purchase
Agreement shall become null and void and no longer of any force and effect by or
against the Company and The Coronet Group.
5. The Coronet Group hereby irrevocably agree that neither they nor any
person, firm or corporation with which they are associated (as defined by
applicable rules and regulations of the United States Securities and Exchange
Commission) will acquire direct or indirect beneficial ownership of any of the
Company's common stock exceeding 20% of the common stock outstanding at any time
for a period of ten (10) years after the consummation of this Agreement. The
Coronet Group hereby irrevocably designate the Board of Directors of the Company
as their attorney-in-fact and proxy for this ten (10) year period after
consummation of this purchase transaction as to the voting rights attendant to
all shares of the Company's stock now or hereafter owned by The Coronet Group at
any annual or special meeting of the Company's stockholders as to any and all
matters which may properly come before the Company's stockholders for vote at
all of said meetings.
6. Clyde Wm. Engle further hereby irrevocably agrees to resign as a
Director of the Company effective with said consummation of this repurchase
transaction as above provided.
7. The Coronet Group hereby undertake to timely file with the
Securities and Exchange Commission all filings required by them as the result of
consummation of this Agreement and particularly SEC Form 4 and Form 13-D.
8. The Coronet Group warrants and represents to the Company that each
of the corporate members of The Engle Group which are signators to this
Agreement and the individual signators signing on their respective behalfs have
full corporate, statutory and regulatory authority to execute and consummate
this Agreement and that the Company's stock to be sold to the Company pursuant
to this Agreement will be at closing hereunder free of any liens or contractual
obligations of them or any of them that would preclude or in any manner restrict
or limit the sale of the Company's stock pursuant to this Agreement.
9. Attached hereto as Exhibit "C" is a schedule of all the Company's
stock acquired by The Coronet Group acquired by them after June 30, 1995 and the
respective purchase price for said stock so acquired. The Coronet Group hereby
acknowledge that they are respectively liable to the Company for any profit
realized by them based upon the selling price of $20.2709 per share provided for
under Paragraph 1 of this Agreement and the purchase price for said stock as
reported on said Exhibit "C". The Coronet Group as reported on said Exhibit "C"
shall pay to the Company upon the Company's purchase of the stock hereby
repurchased by the Company the profit realized pursuant to Section 16(d) of the
Securities Exchange Act of 1934, on or before January 31, 1996.
10. This Agreement shall be interpreted under applicable laws of the
State of North Carolina and the United States of America. All notices to be
given hereunder shall be mailed (with facsimile copies thereof) as follows:
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To The Coronet Group: To the Company:
c/o Sunstates Corporation Mr. Horace Auberry
4600 Marriott Dr. Chairman, Board of Directors
Raleigh, NC 27612 Wellco Enterprises, Inc.
Post Office Box 188
Waynesville, NC 28786
Fax No: 919-781-5619 Fax No: (704) 456-3547
This Agreement has been executed and entered into by the Chairman of the Board
of the Company upon authorization duly given to them by the Board of Directors
of the Company at a Special Meeting thereof held on December 29, 1995, and by
the undersigned corporate members of The Coronet Group.
BY AUTHORIZED OFFICER SIGNATURE
WELLCO ENTERPRISES, INC. Chairman of the Board of
Directors
THE CORONET GROUP:
WELLCO HOLDINGS
COMPANY
NATIONAL ASSURANCE
INDEMNITY COMPANY
CORONET INSURANCE
COMPANY
NORMANDY INSURANCE
AGENCY
SUNSTATES CORPORATION
WISCONSIN REAL ESTATE
INVESTMENT FUND
HICKORY FURNITURE
COMPANY
TELCO CAPITAL
CORPORATION
RDIS CORPORATION
CLYDE WM. ENGLE,
individually and as a Director
of the Company
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EXHIBIT A
STOCK REPURCHASE AGREEMENT ENTERED INTO ON DECEMBER 29, 1995
BETWEEN WELLCO ENTERPRISES, INC. AND THE CORONET GROUP
DIRECT BENEFICIAL OWNERS OF THE COMPANY'S STOCK SUBJECT TO THIS AGREEMENT
Wellco Holdings Company
National Assurance Indemnity Company
Coronet Insurance Company
Normandy Insurance Agency
Sunstates Corporation
Wisconsin Real Estate Investment Fund
Hickory Furniture Company
Telco Capital Corporation
RDIS Corporation
Clyde Wm. Engle
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EXHIBIT B
STOCK REPURCHASE AGREEMENT ENTERED INTO ON DECEMBER 29, 1995
BETWEEN WELLCO ENTERPRISES, INC. AND THE CORONET GROUP
SECURITIES AND EXCHANGE COMMISSION FORM 4 OF THE CORONET GROUP FOR NOVEMBER,
1995
The attached eight pages are a true and exact copy of the Securities and
Exchange Commission Form 4 for The Coronet Group.
(These eight pages are not reproduced in this Exhibit B to Exhibit 10 of this
Form 8-K. They show beneficial ownership by: Sunstates Corporation, Coronet
Insurance Company, Normandy Insurance Agency, Inc., Wisconsin Real Est. Invest.
Trust, Hickory Furniture Company, Telco Capital Corporation, RDIS Corporation,
and Clyde Wm. Engle in 535,424 shares of the common stock of Wellco Enterprise,
Inc.)
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EXHIBIT C
STOCK REPURCHASE AGREEMENT ENTERED INTO ON DECEMBER 29, 1995
BETWEEN WELLCO ENTERPRISES, INC. AND THE CORONET GROUP
SCHEDULE OF ALL THE COMPANY'S STOCK ACQUIRED BY THE
CORONET GROUP ON OR AFTER JUNE 30, 1995
DATE BOUGHT SHARES COST PER SHARE
July 6, 1995 1,000 $15.885
July 19, 1995 1,000 $16.285
July 19, 1995 100 $15.810
July 19, 1995 900 $15.935
September 18, 1995 1,000 $16.410
September 21, 1995 824 $16.450
September 26, 1995 400 $16.450
October 11, 1995 2,000 $16.190
October 13, 1995 1,000 $16.410
October 17, 1995 1,000 $16.410
November 16, 1995 1,000 $16.290
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