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 June 30, 1995
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
--------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1944 Valley Avenue, P.O.Box 3510, Winchester, Virginia 22601
--------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(540) 667-6666
--------------------------------------------------------------
(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 June 30, 1995 there were 16,510,562 shares of Common Stock, Par
Value $1, outstanding.
PART I. FINANCIAL INFORMATION
O'SULLIVAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30, December 31,
1995 1994
ASSETS ------------ ------------
Current Assets
Cash and cash equivalents $ 8,581,419 $ 9,701,801
Receivables 38,201,407 40,367,968
Inventories 38,631,098 32,475,205
Deferred income tax assets 2,724,211 2,642,523
Other current assets 2,748,888 3,485,292
------------ ------------
Total current assets $ 90,887,023 $ 88,672,789
------------ ------------
Property, Plant and Equipment $ 46,180,351 $ 44,605,639
------------ ------------
Intangibles $ 627,925 $ 751,609
------------ ------------
Other Assets $ 10,325,660 $ 10,498,851
------------ ------------
Total assets $148,020,959 $144,528,888
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt $ 45,988 $ 52,073
Accounts payable 15,661,813 16,729,891
Accrued expenses 12,776,311 13,941,121
------------ ------------
Total current liabilities $ 28,484,112 $ 30,723,085
------------ ------------
Long-Term Debt $ 1,764,470 $ 1,652,996
------------ ------------
Other Long-Term Liabilities $ 1,622,964 $ 2,006,974
------------ ------------
Deferred Income Taxes $ 3,588,392 $ 3,503,530
------------ ------------
Commitments and Contingencies $ - - $ - -
------------ ------------
Shareholders' Equity
Common stock, par value $1.00 per share;
authorized 30,000,000 shares $ 16,510,562 $ 16,484,831
Additional paid-in capital 10,183,867 9,963,516
Retained earnings 86,110,435 80,539,058
Cumulative translation adjustments (243,843) (345,102)
------------ ------------
Total shareholders' equity $112,561,021 $106,642,303
------------ ------------
Total liabilities and
shareholders' equity $148,020,959 $144,528,888
============ ============
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 June 30,
-----------------------------------
1995 1994
------------ ------------
Net sales $ 57,070,658 $ 57,027,493
Cost of products sold 45,790,346 45,520,832
------------ ------------
Gross profit $ 11,280,312 $ 11,506,661
------------ ------------
Operating expenses
Selling and warehousing $ 2,824,160 $ 3,306,769
General and administrative 1,797,530 1,740,077
Relocation charge 419,333 - -
------------ ------------
$ 5,041,023 $ 5,046,846
------------ ------------
Income from operations $ 6,239,289 $ 6,459,815
------------ ------------
Other income (expense)
Interest income $ 203,326 $ - -
Interest expense (41,570) (291,971)
Other, net 29,821 84,527
------------ ------------
$ 191,577 $ (207,444)
------------ ------------
Income from continuing
operations before income
taxes $ 6,430,866 $ 6,252,371
Income taxes 2,467,385 2,426,149
------------ ------------
Income from continuing operations $ 3,963,481 $ 3,826,222
Discontinued operations:
Income from discontinued
operations, net of taxes - - 1,072,996
------------ ------------
Net income $ 3,963,481 $ 4,899,218
============ ============
Net income per common share:
Income from continuing
operations $ 0.24 $ 0.23
Income from discontinued
operations - - 0.07
------------ ------------
Net income per common share $ 0.24 $ 0.30
============ ============
Dividends per common share $ 0.08 $ 0.07
============ ============
Average common shares outstanding 16,506,684 16,484,888
============ ============
The accompanying notes are an integral part of the consolidated financial
statements.
O'SULLIVAN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
For The Six Months Ended June 30,
-----------------------------------
1995 1994
------------ ------------
Net sales $112,122,849 $104,432,508
Cost of products sold 88,650,934 83,261,641
------------ ------------
Gross profit $ 23,471,915 $ 21,170,867
------------ ------------
Operating expenses
Selling and warehousing $ 5,736,738 $ 6,242,875
General and administrative 4,032,502 3,641,897
Relocation charge 706,867 - -
------------ ------------
$ 10,476,107 $ 9,884,772
------------ ------------
Income from operations $ 12,995,808 $ 11,286,095
------------ ------------
Other income (expense)
Interest income $ 485,323 $ 25,411
Interest expense (77,643) (487,557)
Other, net (85,048) 160,178
------------ ------------
$ 322,632 $ (301,968)
------------ ------------
Income from continuing
operations before income
taxes $ 13,318,440 $ 10,984,127
Income taxes 5,271,075 4,320,017
------------ ------------
Income from continuing operations $ 8,047,365 $ 6,664,110
Discontinued operations:
Income from discontinued
operations, net of taxes - - 846,173
------------ ------------
Net income $ 8,047,365 $ 7,510,283
============ ============
Net income per common share:
Income from continuing operations $ 0.49 $ 0.40
Income from discontinued operations - - 0.06
------------ ------------
Net income per common share $ 0.49 $ 0.46
============ ============
Dividends per common share $ 0.15 $ 0.14
============ ============
Average common shares outstanding 16,497,245 16,484,904
============ ============
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 Six Months Ended June 30,
---------------------------------
1995 1994
Cash Flows From Operating Activities ------------ ------------
Net income $ 8,047,365 $ 7,510,283
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 3,523,653 6,050,703
Provision for doubtful accounts 310,207 335,973
Interest accrual on zero coupon notes receivable (189,125) - -
Interest accrual on zero coupon notes payable 74,244 67,874
Change in operating assets and liabilities:
Receivables 1,856,354 (13,887,351)
Inventories (6,155,893) 2,442,701
Other current assets 736,404 (529,525)
Accounts payable (1,068,078) (1,949,899)
Accrued expenses (1,328,630) 4,232,224
------------ ------------
Net cash provided by operating activities $ 5,806,501 $ 4,272,983
------------ ------------
Cash Flows From Investing Activities
Purchase of property, plant and equipment $ (4,937,825) $ (5,770,130)
Acquisition of intangible assets - - (203,354)
Funds received upon redemption of
insurance contracts - - 236,135
Additions to deferred engineering costs - - (655,437)
Payments received from non-operating
notes receivable - - 161,956
Decrease in deposits 446,271 - -
Other, net (341,186) 423,183
------------ ------------
Net cash (used in) investing activities $ (4,832,740) $ (5,807,647)
------------ ------------
Cash Flows From Financing Activities
Changes in short-term debt $ - - $ 972,396
Net change in line of credit borrowings - - 6,000,000
Repayment of long-term debt (31,145) (3,519,907)
Purchase of common stock (903) (775)
Sale of common stock 246,985 - -
Cash dividends paid (2,309,080) (2,307,835)
------------ ------------
Net cash provided by (used in)
financing activities $ (2,094,143) $ 1,143,879
------------ ------------
Decrease in cash and cash equivalents $ (1,120,382) $ (390,785)
------------ ------------
Cash and cash equivalents at beginning of period $ 9,701,801 $ 3,099,636
Less cash and cash equivalents of
discontinued operations - - (280,075)
------------ ------------
Cash and cash equivalents of continuing
operations at beginning of period $ 9,701,801 $ 2,891,561
------------ ------------
Cash and cash equivalents at end of period $ 8,581,419 $ 2,428,776
============ ============
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 June 30, 1995 and December 31, 1994 and
the results of its operations and cash flows for the three and
six months ended June 30, 1995 and 1994. 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 1994 Annual Report to Stockholders
and Form 10-K.
The results of operations for the three and six months ended June
30, 1995 are not necessarily indicative of the operating results
for the full year.
Note B. Discontinued Operations
On December 2, 1994, the Corporation sold certain specified
assets of the Corporation's Gulfstream Division to Automotive
Industries Holding, Inc. The assets sold consisted primarily of
property, plant and equipment, inventories and the capital stock
of Capitol Plastics of Ohio, Inc., a subsidiary of O'Sullivan
Corporation. In addition, certain specified liabilities,
consisting primarily of employee compensation payables were
assumed by Automotive Industries Holdings, Inc. The Corporation
received $46, 537,017 in cash and $4,000,000 in an unsecured note
receivable for the net assets sold.
Net income from the discontinued operations of the Gulfstream
Division for the three and six months ended June 30, 1994 is
shown separately in the accompanying income statements. The
income tax expense applicable to the three and six months ended
June 30, 1994 was $702,002 and $547,098, respectively.
Net sales of the Gulfstream Division were $44,426,220 for the
quarter ended June 30, 1994 and $82,830,249 for the six months
ended June 30, 1994. These amounts are not included in the net
sales in the accompanying income statements for the three and six
months ended June 30, 1994.
Note C. Receivables
Receivables are presented net of an allowance for doubtful
accounts of $1,355,129 at June 30, 1995 and $884,467 at December
31, 1994. Receivable balances for automotive related business
were $12,476,915 at June 30, 1995 and $9,507,357 at December 31,
1994.
Note D. Inventories
At June 30, 1995 and December 31, 1994 inventories were composed
of the following:
June 30, December 31,
1995 1994
------------ ------------
Finished goods $ 10,947,726 $ 8,848,411
Work in process 8,643,407 7,581,465
Raw materials 15,304,632 13,163,840
Supplies 3,735,333 2,881,489
------------ ------------
$ 38,631,098 $ 32,475,205
============ ============
Slow-moving inventories at June 30, 1995 amounted to $1,756,697
less a reserve of $259,213. At December 31, 1994 slow-moving
inventories amounted to $1,044,138 less a reserve of $329,906.
Slow-moving inventories is an estimate of inventory held in
excess of fifteen month's requirements, based on historical sales
volumes.
Note E. Property, Plant and Equipment
At June 30, 1995 and December 31, 1994 property, plant and
equipment were composed of the following:
June 30, December 31,
1995 1994
------------ ------------
Land $ 1,262,441 $ 1,243,761
Buildings 24,584,057 23,980,895
Machinery and equipment 65,841,483 61,457,280
Transportation equipment 3,491,451 3,533,039
------------ ------------
$ 95,179,432 $ 94,214,975
Less accumulated
depreciation 48,999,081 45,609,336
------------ ------------
$ 46,180,351 $ 44,605,639
============ ============
Note F. Accrued Expenses
At June 30, 1995 and December 31, 1994 accrued expenses were
comprised of the following:
June 30, December 31,
1995 1994
------------ ------------
Accrued compensation $ 2,206,367 $ 2,367,513
Employee benefits 2,294,450 1,989,047
Dividends payable 1,317,434 1,153,614
Contingency reserve for
discontinued operations 2,399,659 5,543,042
Other accrued expenses 4,558,401 2,887,905
------------ ------------
$ 12,776,311 $ 13,941,121
============ ============
Note G. Debt
Short-Term Debt
Melnor Inc., a subsidiary of the Corporation, had short-term debt
at December 31, 1994 consisting of a revolving credit facility
("revolving loan") with a financial institution in an aggregate
amount not to exceed $15,000,000 that would have expired March 3,
1996, and would have been automatically renewed for one year periods
thereafter, unless terminated by either party. Termination
occurs (180) days after notification. The loan was
collateralized by substantially all assets of Melnor Inc. and the
maximum principal amount outstanding at any one time was based on
a formula using the carrying values of eligible accounts
receivable and inventory. Interest was payable monthly at a
fluctuating rate equal to prime plus 1.25%, but at no time would
the rate be less than 6%. The rate at December 31, 1994 was
9.75%. The loan agreement also provided for certain financial
covenants, all of which were waived by the lender. In December,
1994, the loan was paid off and the lender was given notice that
Melnor Inc. intended to terminate the loan.
Long-Term Debt
March 31, December 31,
1995 1994
----------- -----------
Unsecured non-interest bearing
promissory note payable to Melnor
Industries, Inc., discounted at
9.0% due on November 24, 1996. The
principal amount of the note is
$1,622,791. $ 1,423,605 $ 1,360,945
Non-interest bearing obligation
payable to Melnor Industries, Inc.
discounted at 9.0%. Payment is
contingent upon Melnor Industries,
Inc. satisfying its obligations
March 31, December 31,
1995 1994
----------- -----------
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. 264,216 252,632
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 $11,521. 4,839 7,754
Capital lease obligations 117,798 83,738
---------- -----------
$ 1,810,458 $ 1,705,069
Less current maturities 45,988 52,073
---------- -----------
$ 1,764,470 $ 1,652,996
========== ===========
Note H. Supplemental Cash Flow Information
Supplemental Disclosure of Cash Flow Information
For the Six Months Ended June 30,
---------------------------------
1995 1994
---------- ----------
Cash payments for interest,
net of interest capitalized $ 185 $1,385,677
========== ==========
Cash payment for income taxes $4,462,617 $4,457,918
========== ==========
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations (Second Quarter, 1995 versus Second Quarter, 1994)
Consolidated Operating Results
O'Sullivan Corporation consolidated net sales from continuing operations
for the second quarter of 1995 were $57.1 million compared to $57.0 million
for the second quarter of 1994. Consolidated net income from continuing
operations was $4.0 million for the second quarter of 1995 and $3.8 million
for the second quarter of 1994, an increase of 3.6%.
Plastics Products Segment Operating Results
Net sales for the Plastics Products segment were $44.0 million for the
second quarter of 1995 and $40.1 million for the second quarter of 1994.
The 1995 sales represent an increase of $3.9 million (9.7%). Approximately
two-thirds of the sales increase was from non-automotive products. Of the
total sales increase, approximately 65% is the result of unit volume
increases. The remaining increase is the result of price increases
implemented during the past twelve months. Competitive pressures in the
markets in which this segment operates continue to preclude virtually any
unit price increases except as pass-throughs of raw material price
increases.
The gross margin for this segment showed a slight improvement over the
second quarter of 1994 (21.0% versus 20.0%). The improvement was primarily
a result of lower labor and variable manufacturing costs as a percent of
sales.
Selling expenses for the second quarter of 1995 were $1.3 million,
representing 3.0% of net sales. Selling expenses for the second quarter of
1994 were $1.5 million, representing 3.8% of net sales for the segment.
The reduction in selling expenses both in amount and as a percentage of net
sales is primarily a result of consolidations within the selling area which
reduced compensation and commission costs and a reduction in transportation
costs allocated to this area.
General and administrative expenses for the second quarter of 1995 were
$1.3 million as compared to $1.2 million for the second quarter of 1994.
As a percent of net sales these expenses were 3.0% for 1995 and 3.0% for
1994.
Other income of this segment showed an increase over the second quarter of
1994 of $45 thousand. Interest income increased by approximately $203
thousand due to the investment of funds received from the sale of the
Gulfstream Division. This increase was offset by reduced revenues from
other miscellaneous income categories.
Consumer Products Segment Operating Results
Net sales were $13.0 million for the Consumer Products segment for the
second quarter of 1995. Net sales for the second quarter of 1994 were
$16.9 million. The net sales for 1995 represents a decrease of $3.9 million
(22.8%). Unfavorable weather conditions caused sales to fall considerably
below budgeted levels for the period.
This segment suffered a marked decline in its gross margin for the second
quarter of 1995 (15.6%) as compared to the second quarter of 1994 (20.4%).
The decline was due to increased rework costs of purchased components,
increases in raw material prices, excess freight costs to insure timely
delivery of products from off-shore sources and higher than anticipated
import duties.
Selling expenses for this segment of $1.5 million represented 11.7% of net
sales for the second quarter of 1995 as compared to $1.8 million
representing 10.7% of net sales for the second quarter of 1994. The
reduction in expense was primarily related to lower sales commissions and
advertising costs.
General and administrative expenses for the segment for the second quarter
of 1995 were $502 thousand compared to $521 for the second quarter of 1994.
During the second quarter of 1995 the segment recorded an expense of $419
thousand in connection with the relocation of US operations.
Interest expense associated with this segment was $42 thousand for the
second quarter of 1995 and $292 thousand for the second quarter of 1994.
The reduction in expense can be attributed to the utilization of funds
received from the sale of the Corporation's Gulfstream Division to pay back
funds borrowed under several credit arrangements available to this segment.
Income Taxes
Income tax expense for continuing operations was $2.5 million for the
second quarter of 1995 and $2.4 million for the second quarter of 1994.
The increase in income tax expense is related to higher taxable income
levels for the period. The effective tax rate for both years was basically
the same. (38.4% for 1995 and 38.8% for 1994).
Results of Operations (Six Months Ended June 30, 1995 versus
Six Months Ended June 30, 1994)
Consolidated Operating Results
O'Sullivan Corporation consolidated net sales from continuing operations
for the six months ended June 30, 1995 were $112.1 million compared to
$104.4 million for the first six months of 1994, an increase of 7.4%.
Consolidated net income from continuing operations was $8.0 million for the
first six months of 1995 and $7.5 million for the six months ended June 30,
1994, an increase of 7.2%.
Plastics Products Segment Operating Results
Net sales for the Plastics Products segment were $85.7 million for the
first six months of 1995 and $74.9 million for the first six months of
1994. The 1995 sales represent an increase of $10.8 million (14.4%).
Approximately 60% of the sales increase was from non-automotive products.
Of the total sales increase, approximately 45% is the result of unit volume
increases. The remaining increase is the result of price increases
implemented during the past twelve months. As described in the second
quarter analysis, competitive pressures in the markets in which this
segment operates continue to preclude virtually any unit price increases
except as pass-throughs of raw material price increases.
The gross margin for this segment showed a slight improvement over the
first six months of 1994 (20.8% versus 19.8%) due to lower labor and
variable manufacturing costs as a percent of sales.
Selling expenses for this period of 1995 were $2.6 million, representing
3.1% of net sales. Selling expenses for the first six months of 1994 were
$2.9 million, representing 3.8% of net sales for the segment. The
reduction in selling expenses both in amount and as a percentage of net
sales is primarily a result of consolidations within the selling area which
reduced compensation and commission costs and a reduction in transportation
costs allocated to this area.
General and administrative expenses for the first six months of 1995 were
$3.0 million as compared to $2.6 million for the first six months of 1994.
As a percent of net sales these expenses were 3.5% for 1995 and 3.4% for
1994. In conjunction with the disposal of the Corporation's Gulfstream
Division in December of 1994, management has identified several areas of
general and administrative expenses which it believes will be reduced,
particularly as a percent of net sales, during this year.
Other income of this segment showed an increase over the first six months
of 1994 of $119 thousand. Interest income increased by approximately $460
thousand due to the investment of funds received from the sale of the
Gulfstream Division. This increase was offset by income reductions in
other miscellaneous income categories.
Consumer Products Segment Operating Results
Net sales were $26.5 million for the Consumer Products segment for the six
months ended June 30, 1995. Net sales for the first six months of 1994
were $29.6 million. The net sales for 1995 represents a decrease of $3.1
million (10.5%). Unfavorable weather conditions in the second quarter and
production delays by suppliers during the first quarter of 1995 served to
reduce sales substantially below expected levels for the first six months
of 1995.
Gross profits margins for the six months ended June 30, 1995 and 1994 were
substantially the same.
Selling expenses for this segment of $3.1 million represented 11.7% of net
sales for the first six months of 1995 as compared to $3.4 million
representing 11.4% of net sales for the six months ended June 30, 1994.
Lower selling commissions due to reduced sales levels and lower advertising
outlays were the major reasons for lowered selling costs compared to 1994.
General and administrative expenses for the segment for the six months
ended June 30 were $1.1 million for both 1995 and 1994.
The segment recorded an expense of $707 thousand during the six months
ended June 30, 1995 in connection with the relocation of US operations.
The segment expects to incur a total cost of approximately $850 thousand in
connection with the relocation.
Interest expense associated with this segment was $78 thousand for the
first six months of 1995 and $487 thousand for the six months ended June
30, 1994. The reduction in expense can be attributed to the utilization of
funds received from the sale of the Corporation's Gulfstream Division to
pay back funds borrowed under several credit arrangements available to this
segment.
Income Taxes
Income tax expense for continuing operations was $5.3 million for the six
months ended June 30, 1995 and $4.3 million for the first six months of
1994. The increase in income tax expense is related to higher taxable
income levels for the period. The effective tax rate for both years was
basically the same. (39.6% for 1995 and 39.3% for 1994).
Liquidity and Capital Resources
Cash flows for the six months ended June 30, 1995 resulted in a net
decrease in cash and cash equivalents of $1.1 million. The primary reason
for the decrease are increases in inventories since December 31, 1994.
The Plastics Products segment has increased certain elements of its
inventories to enhance machine utilization and to meet requirements for the
launch of certain automotive-related programs. The Consumer Products
segment has experienced increased inventory levels caused primarily by the
significant reductions in customer demand due to weather-related problems
through June 30, 1995.
Net cash provided by operating activities was $5.8 million for the first
six months of 1995. For the first six months of 1994 net cash provided by
operating activities was $4.3 million.
Capital outlay was $4.9 million for the six months ended June 30, 1995.
Current capital expenditures are primarily to provide additional capacity
and modernize present equipment to produce products for which orders
currently exist. Management estimates that total capital outlay for 1995
will be between $8 and $11 million.
Total corporate debt was $1.8 million at June 30, 1995 and $55.1 million at
June 30, 1994. The reduction was accomplished through improved
profitability and the use of funds received from the sale of the
Corporation's Gulfstream Division. The Corporation still has in place a
$35 million line of credit to provide capital to finance capital outlay
and/or acquisitions.
Management believes that net cash flow from operating activities, along
with available financing capabilities will be adequate to meet the
Corporation's funding requirements for 1995.
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 Corporation.)
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 Corporation.)
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 Corporation.)
27 Article 5 of Regulation S-X, Financial Data Schedule for the
second quarter Form 10-Q.
99.1 The O'Sullivan Corporation 1995 Stock Option Plan filed as
exhibit 99.1 to the Corporation's Form S-8 registration
statement (Registration Number 033-58895) filed with the
Commission on April 28, 1995 and incorporated herein by
reference.
99.2 The O'Sullivan Corporation 1995 Outside Directors Stock
Option Plan filed as exhibit 99.2 to the Corporation's Form S-
8 registration statement (Registration Number 033-58895)
filed with the Commission on April 28, 1995 and incorporated
herein by reference.
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 June 30, 1995.
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/ James T. Holland
---------------------------
James T. Holland
President and Chief Operating
Officer
/s/ C. Bryant Nickerson
---------------------------
C. Bryant Nickerson
Secretary, Treasurer and
Chief Financial Officer
July 31, 1995
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<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 8,581,419
<SECURITIES> 0
<RECEIVABLES> 39,556,536
<ALLOWANCES> (1,355,129)
<INVENTORY> 38,631,098
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0
0
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</TABLE>
