<PAGE>
As filed with the Securities and Exchange Commission on March 6, 1995
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended October 30, 1994
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 1-9474
FORSTMANN & COMPANY, INC.
----------------------------------------------------------
(Exact name of registrant as specified in its charter)
GEORGIA 58-1651326
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1185 Avenue of the Americas, New York, N.Y. 10036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 642-6900
--------------
<PAGE>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES, AND REPORTS ON FORM 8-K
----------------------------------
(a) Documents filed as part of this Annual Report on Form 10-K:
1. Financial Statements.
All financial statements required to be filed as part of this
Annual Report on Form 10-K are filed under Item 8. A listing of
such financial statements is set forth in Item 8, which listing
is incorporated herein by reference.
2. Schedules.
Schedules for the Fifty-Three Weeks Ended November 1, 1992 and
the Fifty-Two Weeks Ended October 31, 1993 and October 30, 1994.
SCHEDULE
NUMBER
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VIII. Valuation and Qualifying Accounts
Schedules other than those listed above are omitted because (a)
they are not required or are not applicable or (b) the required
information is shown in the financial statements or notes related
thereto.
(b) No Current Report on Form 8-K was filed by the Company during the fourth
quarter of its fiscal year ended October 30, 1994.
(c) Exhibits [Exhibit 10.7 is the subject of a confidential treatment request
and a portion thereof has been omitted pursuant to such request.]
3.1(a) Articles of Restatement setting forth the Amended and Restated
Articles of Incorporation of the Company, as filed with the
Secretary of State of Georgia on November 19, 1990 (Exhibit 3(i)1.
to the Company's Quarterly Report on Form 10-Q for the quarter
ended July 31, 1994).
3.1(b) Articles of Correction, as filed with the Secretary of State of
Georgia on December 18, 1990 (Exhibit 3(i)2. to the Company's
Quarterly Report on Form 10-Q for the quarter ended July 31, 1994).
3.1(c) Articles of Merger of Forstmann Georgia Corp. and the Company, as
filed with the Secretary of State of Georgia on March 3, 1992
(Exhibit 3(i)3. to the Company's Quarterly Report on Form 10-Q for
the quarter ended July 31, 1994).
3.1(d)* Articles of Amendment to the Articles of Incorporation of the
Company, as filed with the Secretary of State of Georgia on
April 5, 1994.
3.2(a) By-Laws of the Company (Exhibit 4.4 to the Company's Registration
Statement (No. 33-55770) on Form S-8).
3.2(b) Amended and Restated By-Laws of the Company on March 30, 1994
(Exhibit 3(ii) to the Company's Quarterly Report on Form 10-Q for
the quarter ended July 31, 1994).
4.1(a) Amended and Restated Indenture, dated as of November 19, 1990,
relating to Senior Subordinated Notes due April 15, 1999 (Exhibit 2
to the Company's Current Report on Form 8-K dated November 19,
1990).
4.1(b) First Supplemental Indenture, dated as of November 29, 1990,
relating to Senior Subordinated Notes due April 15, 1999 (Exhibit 3
to the Company's Current Report on Form 8-K dated November 19,
1990).
4.1(c) Second Supplemental Indenture, dated as of March 4, 1992, relating
to Senior Subordinated Notes due April 15, 1999 (Exhibit 4.3 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
February 2, 1992).
4.2 Form of 14-3/4% Senior Subordinated Note due April 15, 1999
(Exhibit A to Exhibit 4.1(a) hereof, as amended by Exhibits 4.1(b)
and 4.1(c) hereof).
<PAGE>
4.3 Form of Amended Senior Subordinated Note due April 15, 1999
(Exhibit B to Exhibit 4.1(a) hereof, as amended by Exhibits 4.1(b)
and 4.1(c) hereof).
4.4(a) Loan Agreement, dated as of October 30, 1992, between the Company
and General Electric Capital Corporation ("GECC"), as lender and
agent for the lenders named therein ("Loan Agreement") (Exhibit
4.4(a) to the Company's Annual Report on Form 10-K for the year
ended November 1, 1992).
4.4(b) Security Agreement, dated as of November 13, 1992, by the Company,
in favor of GECC, as lender and agent for the lenders named therein
(Exhibit 4.4(b) to the Company's Annual Report on Form 10-K for the
year ended November 1, 1992).
4.4(c) Form of Trademark Security Agreement, dated as of November 13,
1992, by the Company, in favor of GECC, as lender and agent for the
lenders named therein (Exhibit 4.4(c) to the Company's Annual
Report on Form 10-K for the year ended November 1, 1992).
4.4(d) Form of Deed to Secure Debt, Assignment of Leases and Rents,
Security Agreement and Fixture Filing, dated as of November 13,
1992, between the Company and GECC, as agent (Exhibit 4.4(d) to the
Company's Annual Report on Form 10-K for the year ended November 1,
1992).
4.4(e) First Amendment, dated as of November 13, 1992, to the Loan
Agreement (Exhibit 19.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended August 1, 1993).
4.4(f) Form of Promissory Note for the Loan Agreement (Exhibit 19.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
August 1, 1993).
4.4(g) Second Amendment, dated as of December 30, 1992, to the Loan
Agreement (Exhibit 19.3 to the Company's Quarterly Report on Form
10-Q for the quarter ended August 1, 1993).
4.4(h) Third Amendment, dated as of April 5, 1993, to the Loan Agreement
(Exhibit 19.5 to the Company's Quarterly Report on Form 10-Q for
the quarter ended August 1, 1993).
4.4(i) Consent and Waiver Letter, dated as of June 10, 1994, to the
Company from GECC (Exhibit 4.3 to the Company's Quarterly Report on
Form 10-Q for the quarter ended July 31, 1994).
4.4(j) Fourth Amendment, dated as of June 11, 1993, to the Loan Agreement
(Exhibit 19.6 to the Company's Quarterly Report on Form 10-Q for
the quarter ended August 1, 1993).
4.4(k) Fifth Amendment, dated as of August 2, 1992, to the Loan Agreement
(Exhibit 4.4(j) to the Company's Annual Report on Form 10-K for the
year ended October 31, 1993).
4.4(l) Sixth Amendment, dated as of October 29, 1993, to the Loan
Agreement (Exhibit 4.4(k) to the Company's Annual Report on Form
10-K for the year ended October 31, 1993).
4.4(m) Seventh Amendment, dated as of March 30, 1994, to the Loan
Agreement (Exhibit 4.9 to the Company's Quarterly Report on Form
10-Q for the quarter ended May 1, 1994).
4.4(n)* Eighth Amendment, dated as of August 29, 1994, to the Loan
Agreement.
4.4(o) Consent and Waiver Letter, dated as of September 12, 1994, to the
Company from GECC (Exhibit 4.6 to the Company's Quarterly Report on
Form 10-Q for the quarter ended July 31, 1994).
4.4(p)* Ninth Amendment, dated as of November 4, 1994, to the Loan
Agreement.
4.4(q)* Tenth Amendment, dated January 4, 1995, to the Loan Agreement.
4.4(r)* Eleventh Amendment, dated as of January 23, 1995, to the Loan
Agreement.
4.5(a) Loan and Security Agreement ("Loan and Security Agreement"), dated
December 27, 1991, between the Company and
<PAGE>
The CIT Group/Equipment Financing, Inc. ("CIT") (Exhibit 28.2 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
February 2, 1992).
4.5(b) Amendment, dated September 2, 1992, to the Loan and Security
Agreement (Exhibit 4.5(b) to the Company's Annual Report on Form
10-K for the year ended November 1, 1992).
4.5(c) Amendment, dated October 30, 1992, to the Loan and Security
Agreement (Exhibit 4.5(c) to the Company's Annual Report on Form
10-K for the year ended November 1, 1992).
4.5(d) Amendment, dated December 31, 1992, to the Loan and Security
Agreement (Exhibit 4.5(d) to Post-Effective Amendment No. 4 to the
Company's Registration Statement (No. 33-38520) on Form S-1).
4.5(e) Amendment, dated as of July 30, 1993, to the Loan and Security
Agreement (Exhibit 4.5(e) to Post-Effective Amendment No. 4 to the
Company's Registration Statement (No. 33-38520) on Form S-1).
4.5(f) Third Amendment to the Loan and Security Agreement, dated as of
June 13, 1994 (Exhibit 4.4 to the Company's Quarterly Report on
Form 10-Q for the quarter ended July 31, 1994.)
4.5(g) Fourth Amendment to the Loan and Security Agreement, dated as of
September 12, 1994 (Exhibit 4.5 to the Company's Quarterly Report
on Form 10-K for the quarter ended July 31, 1994).
4.5(h)* Fifth Amendment to the Loan and Security Agreement, dated as of
December 22, 1994.
4.6(a) Indenture, dated as of April 5, 1993, between the Company and
Shawmut Bank Connecticut, National Association ("Shawmut"), as
trustee, relating to the Senior Secured Floating Rate Notes
("Senior Secured Notes") (Exhibit 4.6(a) to Post-Effective Amend-
ment No. 4 to the Company's Registration Statement (No. 33-38520)
on Form S-1).
4.6(b) Form of Senior Secured Note due October 30, 1997 (Exhibit 4.6(b) to
Post-Effective Amendment No. 4 to the Company's Registration
Statement (No. 33-38520) on Form S-1).
4.6(c) Form of Deed to Secure Debt, Assignments of Leases and Rents,
Security Agreements and Fixture Filings, dated as of April 5, 1993,
between the Company and Shawmut, as trustee (Exhibit 4.6(c) to
Post-Effective Amendment No. 4 to the Company's Registration
Statement (No. 33-38520) on Form S-1).
4.6(d) Security Agreement, dated as of April 5, 1993, between the Company
and Shawmut, as trustee (Exhibit 4.6(d) to Post-Effective Amendment
No. 4 to the Company's Registration Statement (No. 33-38520) on
Form S-1).
4.6(e) Form of Trademark Security Agreement, dated as of April 5, 1993,
between the Company and Shawmut, as trustee (Exhibit 4.6(e) to
Post-Effective Amendment No. 4 to the Company's Registration
Statement (No. 33-38520) on Form S-1).
4.6(f) Form of Patent Security Agreement, dated as of April 5, 1993,
between the Company and Shawmut, as trustee (Exhibit 19.4 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
August 1, 1993).
4.6(g) Amended and Restated Indenture, dated as of March 30, 1994, between
the Company and Shawmut Bank of Connecticut, National Association,
as trustee, relating to the Senior Secured Notes (Exhibit 4.1 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
May 1, 1994).
4.6(h) Form of Original Senior Secured Note (incorporated herein by
reference to Exhibit 4.6(g)).
4.6(i) Form of Additional Senior Secured Note (incorporated herein by
reference to Exhibit 4.6(g).
4.6(j) Form of First Amendment to Deed to Secure Debt, Assignments of
Leases and Rents, Security Agreements and Fixture Filings, dated as
of March 30, 1994, between the Company and Shawmut Bank
Connecticut, National Association, as trustee (Exhibit 4.4 to the
Company's Quarterly Report on Form 10-Q for the quarter ended May
1, 1994).
4.6(k) First Amendment to Pledge and Security Agreement, dated as of March
30, 1994 between the Company and Shawmut Bank Connecticut, National
Association, as trustee (Exhibit 4.5 to the Company's Quarterly
Report on Form 10-Q for the quarter ended May 1, 1994).
<PAGE>
4.6(l) First Amendment to Trademark Security Agreement (foreign), dated as
of March 30, 1994, between the Company and Shawmut Bank
Connecticut, National Association, as trustee (Exhibit 4.6 to the
Company's Quarterly Report on Form 10-Q for the quarter ended May
1, 1994).
4.6(m) First Amendment to Trademark Security Agreement (U.S.), dated as of
March 30, 1994, between the Company and Shawmut Bank Connecticut,
National Association, as trustee (Exhibit 4.7 to the Company's
Quarterly Report on Form 10-Q for the quarter ended May 1, 1994).
4.6(n) First Amendment to Patent Security Agreement, dated as of March 30,
1994, between the Company and Shawmut Bank Connecticut, National
Association, as trustee (Exhibit 4.8 to the Company's Quarterly
Report on Form 10-Q for the quarter ended May 1, 1994).
4.6(o)* Supplemental Indenture, dated as of January 23, 1995, between the
Company and Shawmut Bank Connecticut, National Association, as
trustee, relating to the Senior Secured Notes.
10.1(a) J. P. Stevens & Co., Inc. Trademark Assignments to the Company,
effective December 28, 1985, dated January 29, 1986 (Exhibit 10(h)
to the Company's Registration Statement (No. 33-27296) on Form
S-1).
10.1(b) Lease, dated July 21, 1986, between the Company and 1185 Avenue of
the Americas Associates ("1185 Associates") (Exhibit 10(t) to the
Company's Registration Statement (No. 33-27296) on Form S-1).
10.1(c) Lease Modification Agreement, dated December 5, 1991, between the
Company and 1185 Associates (Exhibit 10.7 to the Company's
Registration Statement (No. 33-44417) on Form S-1).
10.1(d) Consent to Lease Modification Agreement, dated May 11, 1992,
between the Company and 1185 Associates (Exhibit 10.2(c) to the
Company's Annual Report on Form 10-K for the year ended November 1,
1992).
10.1(e) Lease Modification Agreement, dated May 11, 1992, between the
Company and 1185 Associates (Exhibit 10.1(d) to the Company's
Annual Report on Form 10-K for the year ended November 1, 1992).
10.2(a) Amended Note Registration Rights Agreement, dated as of November
19, 1990, among the Company and the parties thereto (Exhibit 10.4
to the Company's Registration Statement (No. 33-38520) on Form
S-1).
10.2(b) Common Stock Registration Rights Agreement, dated as of November
19, 1990, among the Company, Columbia Savings & Loan Association,
CSL Investments, Executive Life Insurance Company and the parties
thereto (Exhibit 10.5 to the Company's Registration Statement (No.
33-38520) on Form S-1).
10.2(c) Preferred Stock Registration Rights Agreement, dated as of November
19, 1990, between the Company and Executive Life Insurance Company
(Exhibit 10.6 to the Company's Registration Statement
(No. 33-38520) on Form S-1).
10.2(d)*Common Stock Registration Rights Agreement, dated as of September
9, 1994, between the Company and Resolution Trust Corporation as
receiver for Columbia Savings & Loan Association, F.A.
10.3(a)*Common Stock Incentive Plan as amended as of March 30, 1994.
10.3(b) Form of Incentive Stock Option Agreement (Exhibit 4.2(a) to the
Company's Registration Statement (No. 33-55770) on Form S-8).
10.3(c) Alternative Form of Incentive Stock Option Agreement (Exhibit
4.2(b) to the Company's Registration Statement (No. 33-55770) on
Form S-8).
10.4(a) Form of Equity Referenced Deferred Incentive Award Agreement
("ERA") (Exhibit 10.13 to the Company's Registration Statement
(No.33-44417) on Form S-1).
10.4(b)*Amendment, dated February 10, 1994, to the ERA Agreement, dated
February 26, 1992.
10.5(a) Form of Change in Control Agreement (Exhibit 10.6 to the Company's
Annual Report on Form 10-K for the year ended November 1, 1992).
10.5(b) Employment Agreement dated December 16, 1993 between the Company
and Christopher L. Schaller. (Exhibit 10.5(b)
<PAGE>
to the Company's Annual Report on Form 10-K for the year ended
October 31, 1993).
10.5(c) Form of Employment Agreement for Executive Vice Presidents.
(Exhibit 10.5(c) to the Company's Annual Report on Form 10-K for
the year ended October 31, 1993).
10.6(a) Supplemental Retirement Benefit Plan (Exhibit 10.7 to the Company's
Annual Report on Form 10-K for the year ended November 1, 1992).
10.6(b) Trust Agreement, dated December 30, 1993, of the Supplemental
Retirement Benefit Plan Trust. (Exhibit 10.6(b) to the Company's
Annual Report on Form 10-K for the year ended October 31, 1993).
10.7** Management Incentive Plan - Fiscal Year 1995. [Subject of a
confidential treatment request.]
10.8 Non-Qualified Salaried Employees' Savings, Investment and Profit
Sharing Plan (Exhibit 10.9 to the Company's Annual Report on Form
10-K for the year ended November 1, 1992).
10.9(a)* Form of Indemnity Agreement, effective as of February 7, 1994,
between the Company and its corporate officers.
10.9(b)* Form of Indemnity Agreement, effective as of February 7, 1994,
between the Company and its directors.
10.10(a)*License Agreement, dated July 1, 1992, between Campagia Tessile
S.p.A. ("licensor") and the Company.
10.10(b)*Guarantee Agreement, dated July 1, 1992, between the Licensor and
the Company.
10.10(c)*Italian Fabrics Purchase Agreement, dated July 1, 1992, between the
Licensor and the Company.
10.10(d)*Liquidated Damages Agreement, dated July 1, 1992, between the
Licensor and the Company.
10.10(e)*Use of the mark "Carpini" Agreement, dated July 1, 1992, between
the Licensor and the Company.
10.10(f)*Consultancy/Sales Fee Agreement, dated July 1, 1992, between
Woolverton Limited ("Consultant") and the Company.
10.10(g)*Guarantee Agreement, dated July 1, 1992, between the Consultant and
the Company.
10.10(h)*Consultation for Purchase of Italian Fabrics Agreement, dated
July 1, 1992, between the Consultant and the Company.
10.10(i)*Liquidated Damages Agreement, dated July 1, 1992, between the
Consultant and the Company.
10.10(j)*Renegotiation of Sales Fee Arrangements for Non-Registration of
Marks, dated July 1, 1992, between the Consultant and the Company.
11.1* Computation of per share earnings.
23.1* Consent of Deloitte & Touche LLP.
* Previously filed.
** Filed herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: March 6, 1995 By:/s/ William B. Towne
--------------------------------
William B. Towne
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer
<PAGE>
EXHIBIT INDEX
TO FORM 10-K/A
AMENDMENT NO. 1
Exhibit Page
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10.7 Management Incentive Plan - Fiscal Year 1995 7
[A portion of Exhibit 10.7 has been redacted pursuant to a request for
confidential treatment pursuant to Rule 24b-2.]
<PAGE>
Exhibit 10.7
FORSTMANN & COMPANY, INC.
INCENTIVE COMPENSATION
FISCAL 1995
MANAGEMENT INCENTIVE PLAN
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Participation
- -------------
Participation in the Management Incentive Plan is determined annually based
upon the recommendations of management and approval by the Board of Directors.
The levels of participation are as follows: Group I which is made up of
executive management (President, Executive Vice Presidents, and Vice
Presidents), Group II which is made up of middle managerial positions (to
include Directors, Plant Managers, and others), and Group III which is made up
of other managers in the company (Superintendents, Department Managers, and
others). Participants are notified of their selection and are provided a copy of
all necessary information. The Board has the right to exclude an otherwise
eligible participant from receiving an award under the plan.
Incentive Award Opportunities
- -----------------------------
Each participant will be informed of the amount of his/her target incentive.
The level of target incentive is expressed as a percent of earned base salary
and is based on the position level (Group I, Group II, or Group III). The actual
award is determined at the end of the Plan year, based upon results achieved
during the year. The award opportunities range from the target incentive amount
for "on target" performance, up to an established maximum percentage of earned
base salary for the achievement of maximum results, down to a minimum of no
award.
The Group I "on target" incentive is 25% (of base salary) with a maximum
potential of 50%, and a minimum of 10% if an incentive is earned.
The Group II "on target" incentive is 15% (of base salary) with a maximum
potential of 30%, and a minimum of 6% if an incentive is earned.
The Group III "on target" incentive is 10% (of base salary) with a maximum
potential of 20%, and a minimum of 4% if an incentive is earned.
<PAGE>
Exhibit 10.7
Page 2
Basis of Incentive Awards
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The participants in the Management Incentive Plan earn incentive bonuses based
upon the achievement of Company goals established at the beginning of each
fiscal year. These goals reflect key financial ratios which are approved by the
Board of Directors. Adjustments may be made during the year if Company goals are
affected by conditions outside the control of management or by non-recurring or
abnormal items. A partial list of efforts which may enhance payouts under the
plan would include:
Maximizing sales volume
Improving margins on sales
Inventory Turns
Reducing operating costs in the plants
Reducing selling, general and administrative expense
Conditions Affecting Payment of Awards
- --------------------------------------
The granting of all individual awards is subject to the review and approval of
the board.
For any participant entering the Plan after the beginning of the Plan year,
any award may be prorated directly in proportion to length of service and
earnings during the Plan year.
If a participant is placed on a paid or unpaid leave of absence, he/she may
receive an incentive award up to the maximum allowable amount computed on a
monthly prorated basis covering the period of active employment during the plan
year.
If a participant's employment with the Company terminates (either voluntarily
or involuntarily) during the Plan year, there will be no payment of an incentive
award. If, however, the employment with the Company terminates (either
voluntarily or involuntarily) AFTER the close of the Plan year, the participant
-----
may be entitled to receive their earned incentive award payment.
If a participant retires, dies, or becomes totally disabled during the Plan
year, they may be eligible to receive an incentive award payment based on
performance, prorated on a monthly basis in proportion to length of active
service during the plan year.
<PAGE>
Exhibit 10.7
Page 3
Receipt of Incentive Award
- --------------------------
Incentive Award payments may be made during the quarter following the fiscal
-------
year end (October 31).
Company Objectives - 1995
- -------------------------
<TABLE>
<CAPTION>
Incentive Plan - FY 1995
($MILLIONS)
INDICATORS 1994 MIN MID MAX WEIGHT
<S> <C> <C> <C> <C> <C>
EARNINGS 3.3 * * * 25%
after Taxes
EBITDA 36.9 * * * 25%
AVG. INVENTORY 85.2 * * * 25%
AVERAGE DEBT 165.2 * * * 25%
</TABLE>
* Redacted pursuant to a request for confidential treatment pursuant to
Rule 24b-2.
