UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 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 1-4438
O'SULLIVAN CORPORATION
--------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Virginia 54-0463029
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1944 Valley Avenue, P.O.Box 3510, Winchester, Virginia 22601
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(Address of Principal Executive Offices) (Zip Code)
(703) 667-6666
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(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 [ ]
At March 31, 1994 there were 16,484,891 shares of the registrant's
common stock outstanding.
PART I. FINANCIAL INFORMATION
O'SULLIVAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, December 31,
1994 1993
ASSETS ------------ ------------
Current Assets
Cash and cash equivalents $ 1,752,888 $ 3,099,636
Receivables 64,363,904 53,389,817
Inventories 46,657,453 42,514,692
Deferred income tax assets 2,076,524 2,076,524
Other current assets 1,134,896 1,879,516
------------ ------------
Total current assets $115,985,665 $102,960,185
------------ ------------
Property, Plant and Equipment $ 93,719,809 $ 93,847,484
------------ ------------
Intangibles $ 1,059,518 $ 1,017,266
------------ ------------
Other Assets $ 7,116,214 $ 7,050,771
------------ ------------
Total assets $217,881,206 $204,875,706
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term debt $ 15,909,245 $ 8,483,977
Current portion of long-term debt 71,548 3,584,142
Accounts payable 28,244,877 24,011,203
Accrued expenses 14,055,870 11,528,330
------------ ------------
Total current liabilities $ 58,281,540 $ 47,607,652
------------ ------------
Long-Term Debt $ 40,585,362 $ 39,565,448
------------ ------------
Other Long-Term Liabilities $ 1,726,791 $ 1,691,753
------------ ------------
Deferred Income Taxes $ 7,252,184 $ 7,257,490
------------ ------------
Commitments and Contingencies $ - - $ - -
------------ ------------
Shareholders' Equity
Common stock, par value $1.00 per share;
authorized 30,000,000 shares $ 16,484,891 $ 16,484,948
Additional paid-in capital 9,964,061 9,964,574
Retained earnings 83,982,018 82,524,869
Cumulative translation adjustments (276,345) (101,732)
Unrecognized pension costs, net of
deferred tax effect (119,296) (119,296)
------------ ------------
Total shareholders' equity $110,035,329 $108,753,363
------------ ------------
Total liabilities and
shareholders' equity $217,881,206 $204,875,706
============ ============
The accompanying notes are an integral part of the consolidated financial
statements.
O'SULLIVAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
For The Three Months Ended March 31,
-----------------------------------
1994 1993
----------- -----------
Net sales $85,809,044 $70,847,999
Cost of products sold 74,588,446 61,143,522
----------- -----------
Gross profit $11,220,598 $ 9,704,477
----------- -----------
Operating expenses
Selling and warehousing $ 3,709,554 $ 3,657,792
General and administrative 2,529,923 2,118,938
----------- -----------
$ 6,233,477 $ 5,776,730
----------- -----------
Income from operations $ 4,987,121 $ 3,927,747
----------- -----------
Other income (expense)
Interest expense (744,211) (432,093)
Other, net 107,119 65,330
----------- -----------
$ (637,092) $ (366,763)
----------- -----------
Income before income taxes $ 4,350,029 $ 3,560,984
Income taxes 1,738,964 1,270,698
----------- -----------
Net income $ 2,611,065 $ 2,290,286
=========== ===========
Net income per common share $ 0.16 $ 0.14
=========== ===========
Dividends per common share $ 0.07 $ 0.07
=========== ===========
Average common shares outstanding 16,484,920 16,485,198
=========== ===========
The accompanying notes are an integral part of the consolidated financial
statements.
O'SULLIVAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended March 31,
------------------------------------
1994 1993
------------ ------------
Cash Flows From Operating Activities
Net income $ 2,611,065 $ 2,290,286
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 3,035,751 2,736,875
Provision for doubtful accounts 60,230 60,686
Deferred income taxes (5,306) (149,384)
Change in operating assets and
liabilities:
Receivables (11,131,132) (13,787,241)
Inventories (4,255,063) 240,943
Other current assets 526,098 17,405
Accounts payable 4,254,901 3,524,189
Accrued expenses 2,835,476 757,538
------------ ------------
Net cash (used in) operating activities $ (2,067,980) $ (4,343,513)
------------ ------------
Cash Flows From Investing Activities
Purchase of property, plant and equipment $ (2,917,921) $ (2,355,252)
Acquisition of intangible assets (150,000) (37,174)
Payments received from non-operating
notes receivable 80,278 177,375
Other, net (48,060) (168,515)
------------ ------------
Net cash (used in) investing activities $ (3,035,703) $ (2,383,566)
------------ ------------
Cash Flows From Financing Activities
Changes in short-term debt $ 7,425,268 $ 6,014,590
Net change in line of credit borrowings 1,000,000 (1,000,000)
Repayment of long-term debt (3,513,843) (82,000)
Purchase of common stock (570) (1,100)
Cash dividends paid (1,153,920) (1,153,945)
------------ ------------
Net cash provided by financing activities $ 3,756,935 $ 3,777,545
------------ ------------
Decrease in cash and cash equivalents $ (1,346,748) $ (2,949,534)
Cash and cash equivalents at
beginning of period 3,099,636 3,545,943
------------ ------------
Cash and cash equivalents at
end of period $ 1,752,888 $ 596,409
============ ============
The accompanying notes are in integral part of the consolidated financial
statements.
O'SULLIVAN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note A. Basis of Financial Statement Preparation
The accompanying unaudited consolidated financial statements
include the accounts of O'Sullivan Corporation and its wholly-
owned subsidiaries. All material intercompany accounts and
transactions have been eliminated in consolidation.
In the opinion of management of the Corporation, the unaudited
consolidated financial statements contain all material
adjustments necessary to fairly present the Corporation's
financial position as of March 31, 1994 and December 31, 1993 and
the results of its operations and cash flows for the three months
ended March 31, 1994 and 1993. Such adjustments consist only of
normal recurring items.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have not been included with these
statements. These statements should be read in conjunction with
the financial statements, notes and other disclosures thereto
included in the Corporation's 1993 Annual Report to Stockholders
and Form 10-K.
The results of operations for the three months ended March 31,
1994 are not necessarily indicative of the operating results for
the full year.
Note B. Receivables
Receivables at March 31, 1994 and December 31, 1993 include
accumulated work in process and amounts due from automotive
customers and suppliers for funds advanced by O'Sullivan
Corporation and its subsidiaries to support mold and tooling
activities. These amounts were $6,420,370 at March 31, 1994 and
$8,688,543 at December 31, 1993.
Receivables are presented net of an allowance for doubtful
accounts of $1,223,225 at March 31, 1994 and $1,133,793 at
December 31, 1993
Note C. Inventories
At March 31, 1994 and December 31, 1993 inventories were composed
of the following:
March 31, December 31,
1994 1993
------------ ------------
Finished goods $ 13,635,492 $ 12,878,160
Work in process 8,682,118 6,398,783
Raw materials 19,998,509 19,068,449
Supplies 4,341,334 4,169,300
------------ ------------
$ 46,657,453 $ 42,514,692
============ ============
Slow-moving inventories at March 31, 1994 and December 31, 1993
amounted to $447,325 and $640,539, respectively, less a reserve
at March 31, 1994 and December 31, 1993 of $306,320. Slow-moving
inventories is an estimate of inventory held in excess of one
year's requirements, based on historical sales volumes.
Note D. Property, Plant and Equipment
At March 31, 1994 and December 31, 1993 property, plant and
equipment were composed of the following:
March 31, December 31,
1994 1993
------------ ------------
Land $ 2,071,142 $ 2,053,067
Buildings 49,133,293 49,134,149
Machinery and equipment 105,140,576 102,382,300
Transportation equipment 3,519,900 3,510,243
------------ ------------
$159,864,911 $157,079,759
Less accumulated
depreciation 66,145,102 63,232,275
------------ ------------
$ 93,719,809 $ 93,847,484
============ ============
Note E. Accrued Expenses
At March 31, 1994 and December 31, 1993 accrued expenses were
comprised of the following:
March 31, December 31,
1994 1993
------------ ------------
Accrued compensation $ 3,181,359 $ 3,748,107
Employee benefits 3,353,929 3,330,086
Dividends payable 1,153,868 1,153,497
Income taxes payable 646,542 - -
Other accrued expenses 5,720,172 3,296,640
------------ ------------
$ 14,055,870 $ 11,528,330
============ ============
Note F. Debt
Short-Term Debt
Short-term debt at March 31, 1994 consisted of a revolving credit
facility ("revolving loan") with a financial institution in the
amount not to exceed $15,000,000 which expires March 3, 1996 and
shall be automatically renewed for one year periods thereafter,
unless terminated by either party as provided for in the loan
agreement. The maximum principal amount at any time outstanding
of the revolving loan is equal to the "Borrowing Base" at such
time. At any date of determination thereof, the borrowing base
is an amount equal to the lesser of: (i) the revolving credit
facility amount; or (ii) the sum of: (a) 80% of the net amount of
eligible accounts receivable outstanding at such time; plus (b)
the lesser of (A) $5,500,000 during the period commencing on
November 1 in each year and ending on March 31 in the following
year, and $4,500,000 at all other times in each year or (B) the
sum of (x) the lesser of (1) 45% of the value of eligible
inventory at such date consisting of raw materials or (2) the
maximum inventory of raw materials, plus (y) the lesser of (1)
$100,000 or (2) 45% of the value of eligible inventory at such
date consisting of work-in-process inventory, plus (z) the lesser
of (1) 55% of the value of borrower's eligible inventory at such
date consisting of finished goods or (2) the maximum inventory
borrowing base value of such eligible inventory of finished
goods; minus (c) with respect to any letter of credit obligations
outstanding at such date, the sum of (A) the product of (1) the
face amount of any documentary letter of credit obligation, times
(2) 100% less the applicable percentage advance rate for the
eligible inventory whose purchase is being supported by the
documentary letter of credit obligation, plus (B) 100% of the
face amount of all other letter of credit obligations outstanding
at such date; minus (d) any amounts which lender may pay pursuant
to any of the loan documents for the account of borrower.
Interest is payable monthly at a fluctuating rate equal to prime
plus 1.25%, but at no time shall the rate be less than 6%. The
rate of March 31, 1994 was 7.5%. In addition, underutilization
and letter of credit fees are payable monthly. Total loan
availability at March 31, 1994 was $12,874,914. At March 31,
1994 $10,909,245 was borrowed on this note.
At March 31, 1994, short-term debt also consisted of an unsecured
note payable to Wachovia Bank-North Carolina in the amount of
$5,000,000. The note bears an interest rate of 4.04% and is
payable in full on April 1, 1994.
Short-term debt at December 31, 1993 consisted of a revolving
credit facility ("revolving loan") with a finance company in an
aggregate amount not to exceed $20,000,000 which was due to
expire November 24, 1994. The aggregate amount of the revolving
loan cannot exceed the lesser of (i) the Current Asset Base minus
the Letter of Credit Reserve and (ii) the Total Seasonal
Revolving Loan Facility of $20,000,000 during the period of
February 1 through July 31 of each year and the Total Permanent
Revolving Loan Facility of $11,000,000 during the period of
August 1 through January 31 of the succeeding calendar year. The
Current Asset Base equals 85% of the face amount of eligible
accounts receivable plus 55% of eligible inventory for Melnor
Inc. and its subsidiary. Eligible inventory cannot exceed
$6,500,000 between August 1 and January 31 of the succeeding
calendar year and $7,500,000 between February 1 and July 31 of
each year. The Letter of Credit Reserve equals the sum of 45% of
the face amount of letters of credit issued for purchase of
inventory and 100% of the face amount of all other letters of
credit outstanding. Interest is payable monthly at a fluctuating
rate equal to prime plus 1.5%. The rate at and December 31, 1993
was 7.5%. In addition, underutilization and letter of credit
fees are payable monthly. Total loan availability at December
31, 1993 amounted to $9,000,000. At and December 31, 1993
$8,843,977 was borrowed.
Melnor Inc. and its subsidiary have established lock box accounts
to which all account debtors shall directly remit all payments on
accounts and in which Melnor Inc. and its subsidiary will
immediately deposit all cash payments made for inventory or other
cash payments constituting proceeds of collateral. For as long
as no default or event of default exists, Melnor Inc.'s
subsidiary, Melnor Canada Ltd. shall be permitted to receive all
payments or other remittances of its accounts and other proceeds
of its collateral deposited in the lock box account. If a
default or event of default exists, the lender may direct that
all payments or other remittances deposited in the Melnor Canada
Ltd. lock box be remitted to the lender. All amounts held or
deposited in or payments made to the Melnor Inc. lock box
account, and all funds deposited in the Melnor Canada Ltd. lock
box account, after being directed by lender are the sole and
exclusive property of the lender and shall be applied to the loan
balance. Any amounts contained in the lock box accounts or
otherwise received by the lender in excess of the loan obligation
then due and payable shall be the property of Melnor Inc. and its
subsidiary and shall promptly be paid over by the lender. The
loan is collateralized by substantially all assets of Melnor Inc.
and its subsidiary. The loan security agreement provides, among
other things, for certain reporting and collateral requirements
and for certain financial covenants in regard to Melnor Inc. and
its subsidiary, such as maintenance of a certain level of net
worth; current ratio; earnings; and cash flow coverage. Negative
covenants provide, among other things, limitations on
encumbrances, indebtedness, merger or other acquisition, disposal
of property, compensation plans, dividend or other distributions
and lease obligations.
Long-Term Debt
7.05% Senior Notes dated May 27,
1993, payable to various insurance
companies. The notes bear an
interest rate of 7.05% payable
semiannually on the first day of
May and November, commencing
November 1, 1993. Interest is due
on any overdue principal, premium
amount and interest installment at
the rate of 8.05% per annum until
paid. Principal payments of the
lesser of (a) $5,000,000 or (b) the
principal amounts of the notes then
outstanding are due on May 1 of
each year, commencing May 1, 1996,
and ending May 1, 1999. Prepayment
of the notes may be done at any
time prior to the scheduled payment
dates with a prepayment premium.
The entire remaining principal
amount of the notes shall become
due and payable on May 1, 2000.
The note agreement provides, among
other things, for certain financial
March 31, December 31,
1994 1993
------------ ------------
covenants in regard to the
Corporation, such as consolidated
net worth requirements, interest
charge coverage ratios and
limitations on liens and additional
debt. Negative covenants provide
for, among other things,
limitations on indebtedness;
mergers, consolidations and sale of
assets; and dividends and other
distributions. The Corporation is
in compliance with
these covenants. $ 25,000,000 $ 25,000,000
Line of credit notes payable to
First Union National Bank of
Virginia. The Corporation has a
$25,000,000 unsecured line of
credit to support general corporate
activities. Borrowings against the
line of credit are at or below
prevailing prime interest rates,
(4.6% at March 31, 1994 and 6.0% at
December 31, 1993). The line of
credit matures June 22, 1995. 14,000,000 13,000,000
7.5% promissory note payable from
Melnor Inc. to a finance company
due in monthly payments of $41,000
plus interest at a fluctuating rate
equal to 1.5% per annum in excess
of the prime rate (7.5% at December
31, 1993) with the outstanding
balance payable in full on November
24, 1994, collateralized by all
assets of Melnor Inc. and its
subsidiary. The loan was provided
under the same security agreement
as the revolving loan as of
December 31, 1993 described in the
Short-Term Debt section and was
subject to the same covenants and
items as the revolving loan. - - 508,000
7.0% senior subordinated note
payable from Melnor Inc. to an
insurance company due November 24,
1994 with interest payable at the
prime rate plus 1.0% (7.0% at
December 31, 1993) on November 24,
1993, May 24, 1994 and November 24,
1994. Interest payments were
guaranteed by O'Sullivan
Corporation. The note purchase
March 31, December 31,
1994 1993
------------ ------------
agreement provided, among other
things, restrictions on
indebtedness and liens, capital
expenditures and various financial
covenants. - - 2,695,000
7.0% senior subordinated note
payable from Melnor Inc. to an
affiliate of Melnor Industries,
Inc. due December 24, 1994 with
interest payable at the prime rate
plus 1.0% (7.0% at December 31,
1993) on June 24, 1994 and December
24, 1994. Interest payments were
guaranteed by O'Sullivan
Corporation. - - 305,000
Unsecured non-interest bearing
promissory note payable from Melnor
Inc. to Melnor Industries, Inc.
discounted at 9.0% due on November
24, 1996. 1,272,069 1,243,747
Non-interest bearing obligation
payable to Melnor Industries, Inc.,
discounted at 9.0%. Payment is
contingent upon Melnor Industries,
Inc. satisfying its obligation
under the New Jersey Environmental
Cleanup Responsibility Act and the
release by the State of the escrow
fund of $300,000 established to
fund environmental cleanup
activities. 236,201 230,966
Notes payable from Melnor Inc. to
equipment finance companies due in
monthly payments totaling $906
including interest at rates from
11.7% to 15.5%. The notes are
secured by equipment with a book
value of $17,964. 14,832 17,052
Capital lease obligations 133,808 149,825
------------ ------------
$ 40,656,910 $ 43,149,590
Less current maturities 71,548 3,584,142
------------ ------------
$ 40,585,362 $ 39,565,448
============ ============
Note G. Supplemental Cash Flow Information
Supplemental Disclosure of Cash Flow Information
For the Three Months Ended March 31,
------------------------------------
1994 1993
---------- ----------
Cash payments for interest
net of interest capitalized $ 267,120 $ 325,177
========== ==========
Cash payment for income taxes $ 403,441 $1,518,281
========== ==========
O'SULLIVAN CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
O'Sullivan Corporation currently operates in two principal business
segments. The primary activity of the Company is the manufacture of
calendered and molded plastics products for the automotive and speciality
plastics manufacturing industries. This activity includes designing,
engineering, compounding, laminating, printing, painting, and assembling a
variety of plastics products for sale to manufacturers and distributors.
On April 1, 1993, the Company aquired Capitol Plastics of Ohio, Inc.
Capitol Plastics is a custom injection molding manufacturing operation with
one plant located in Bowling Green, Ohio. Capitol Plastics of Ohio, Inc.,
which is a wholly-owned subsidiary of O'Sullivan Corporation, is part of
the plastics products operations segment of the Company. On November 24,
1992, O'Sullivan Corporation acquired substantially all of the assets of
Melnor Industries, Inc. and its wholly-owned Canadian subsidiary Melnor
Manufacturing LTD. With this acquisition, O'Sullivan Corporation entered
the consumer products manufacturing, marketing and distribution business
which represents its second business operations segment. The new Company,
which is a wholly-owned subsidiary of O'Sullivan Corporation, is now called
Melnor Inc. and has as its wholly-owned subsidiary, Melnor Canada LTD. The
principal source of income for the Company is from sales of those products
produced by each business segment to manufacturers, distributors and retail
outlets.
Consolidated sales revenue increased 21.1% to $85.8 million for the
quarter ended March 31, 1994 compared to $70.8 million for the same period
last year. Sales increases experienced during the first quarter of 1994
were the results of increased volume in the plastics products segment of
the Company's operations. Capitol Plastics of Ohio, Inc. which is part of
the plastics products business segment accounted for 54.9% of the total
increase in sales volume as this business unit was acquired by the Company
on April 1, 1993. In the consumer products segment of the Company sales
volume decreased 4.3% for the quarter ended March 31, 1994 compared to the
same period last year as the prolonged winter weather delayed customer
releases for lawn and garden watering products. Core business sales,
discounting the effects of Melnor and Capitol Plastics, increased $7.3
million or 12.8% for the quarter ended March 31, 1994 compared to the same
period last year. Sales of automotive products produced by the Company
accounted for the majority of core volume sales increases as domestic
automobile and truck sales were up due to increased consumer demand.
Consolidated net income increased 14.0% to $2.6 million for the quarter
ended March 31, 1994, compared to $2.3 million for the same period last
year. Although sales revenue increased 21.1%, net income did not increase
at the same rate, primarily due to an unfavorable increase in the Corporate
tax rate compared to the same period last year and increased cost of
products sold in the plastics products business segment. Costs of products
sold represented 88.8% of each sales dollar in the plastics products
business segment for the quarter ended March 31, 1994, compared to 88.1%
for the same period last year. During the first quarter of 1994, costs of
products sold increased due to unfavorable material and labor utilization
associated with products produced by the Huron, Ohio and Winchester,
Virginia injection molding facilities which experienced significantly
increased demand while simultaneously launching new manufacturing programs
for their automotive customers.
Consolidated operating expenses increased 7.9% for the quarter ended
March 31, 1994 to $6.2 million compared to $5.8 million for the same period
last year. Capitol Plastics of Ohio, Inc. which was acquired April 1, 1993
accounted for 78.0% of the total increase. Selling and warehousing
expenses increased 1.3% to $3.64 million compared to $3.60 million in 1993.
Capitol Plastics of Ohio, Inc. accounted for all of this increase as sales
expenses for previously owned business operations actually decreased 4.2%.
Selling and warehousing expenses represented 4.2% and 5.1% of each sales
dollar for the periods ended March 31, 1994 and 1993, respectively.
General and administrative expenses increased 19.4% to $2.5 million
compared to $2.1 million in 1993. Capitol Plastics of Ohio, Inc. accounted
for 36.0% of the total increase. General and administrative expenses
represented 2.9% and 3.0% of each sales dollar, respectively for the
quarters ended March 31, 1994 and 1993.
Non-operating expenses increased $270 thousand during the quarter ended
March 31, 1994 compared to the same period last year primarily due to the
increased interest expense on the Company's short and long-term debt
obligations.
Total consolidated debt increased $4.9 million during the quarter ended
March 31, 1994 compared to December 31, 1993. As of March 31, 1994 the
consumer products segment, Melnor Inc. had short and long-term debt
obligations totaling $12.4 million representing 22.0% of the total debt of
the Company. During the first quarter of 1994 the Company successfully
completed negotiations with a financial institution for the debt
restructuring of Melnor Inc. The new debt structure consists of a
revolving credit facility substantially the same as before with standard
negative operating covenants. This debt is secured by the assets of Melnor
Inc. and does not represent any liability to the parent company.
Currently, the Company is renegotiating its $25.0 million unsecured line of
credit with its principal bank, First Union National Bank of Virginia. The
current line of credit has a maturity date of June 22, 1995. The Company
expects to complete the negotiations for this line of credit before the end
of the second quarter of 1994. With the current debt structure and lines
of credit that are available, the Company believes that working capital
requirements for the short and long-term are adequately provided for.
The Company's financial position and liquidity continue to remain
strong at March 31, 1994 with shareholder's equity at 50.5% of total
assets. Current assets compared to current liabilities were 2.0 to 1.0.
Total debt to equity of the Company was 51.4% and net worth was $110.0
million, up 5.0% from the same period last year.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 O'Sullivan Corporation Amended and Restated Articles of
Incorporation, including the Articles of Amendment, dated
April 30, 1985, filed with the State Corporation Commission
of Virginia on May 6, 1985, adopted by stockholders of
O'Sullivan Corporation at the annual meeting held April 30,
1985. (Incorporated by reference to the March 31,1985,
Quarterly Report on Form 10-Q of the Company.)
3.2 O'Sullivan Corporation Bylaws as amended to January 29, 1985.
(Incorporated by reference to the March 31, 1985, Quarterly
Report on Form 10-Q of the Company.)
3.3 O'Sullivan Corporation Amended and Restated Articles of
Incorporation dated April 25, 1989, filed with the State
Corporation Commission of Virginia on May 5, 1989, adopted by
stockholders of O'Sullivan Corporation at the annual meeting
held April 25, 1989. (Incorporated by reference to the March
31, 1989 Quarterly Report on Form 10-Q of the Company.)
99.3 1985 Incentive Stock Option Plan, Amended and Restated as of
July 27, 1993, (Incorporated by reference to the Annual
Report on Form 10-K for the year ended December 31, 1993.)
(b) Reports on Form 8-K - No reports on Form 8-K were filed during the
quarter ended March 31, 1994.
S I G N A T U R E S
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.
O'SULLIVAN CORPORATION
/s/ Anthony A. Barone
---------------------------
Anthony A. Barone
Vice President, Secretary
and Chief Financial Officer
/s/ C. Bryant Nickerson
---------------------------
C. Bryant Nickerson
Treasurer and
Chief Accounting Officer
May 10, 1994
