FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[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 0-15899
WELLMAN, INC.
_______________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 04-1671740
___________________________________ ___________________
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1040 Broad Street, Shrewsbury, NJ 07702
(Address of principal executive offices)
(908) 542-7300
______________________________________________________
(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 _
As of May 6, 1994, there were 32,901,601 shares of the registrant's common
stock, $.001 par value, issued and outstanding.
WELLMAN, INC.
INDEX
Page No.
Part I - Financial Information
Item 1 - Financial Statements
Condensed Consolidated Statements of Income -
For the three months ended March 31, 1994 and 1993. . . . . 2
Condensed Consolidated Balance Sheets -
March 31, 1994 and December 31, 1993. . . . . . . . . . . . 3
Consolidated Statements of Stockholders Equity . . . . . . . . . 4
Condensed Consolidated Statements of Cash Flows -
For the three months ended March 31, 1994 and 1993. . . . . 5
Notes to Condensed Consolidated Financial
Statements. . . . . . . . . . . . . . . . . . . . . . . 6 - 7
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . 8 - 10
Part II - Other Information
Item 6 - Exhibits and Reports on Form 8-K . . . . . . . . . . . 11- 13
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
WELLMAN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
Three Months
Ended March 31,
1994 1993
Net sales $222,577 $207,968
Cost of sales 178,694 158,385
-------- --------
Gross profit 43,883 49,583
Selling, general and administrative
expenses 20,713 20,113
-------- --------
Operating income 23,170 29,470
Interest expense, net ( 3,704) ( 4,900)
Gain on sale of Wellstar (Note 6) -- 12,386
-------- --------
Earnings before income taxes 19,466 36,956
Provision for income taxes 8,176 15,152
-------- --------
Net earnings before cumulative effect of changes
in accounting principles 11,290 21,804
Cumulative effect of changes in accounting
principles, net of income taxes (Note 2) -- (9,010)
-------- --------
Net earnings $ 11,290 $ 12,794
======== ========
Earnings per common share:
Before cumulative effect of changes
in accounting principles $0.34 $0.66
Cumulative effect of changes in accounting
principles -- (0.27)
-------- --------
Net earnings per common share $0.34 $0.39
======== ========
Average common shares (Note 3) 33,013 32,825
See notes to condensed consolidated financial statements.
-2-
WELLMAN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 1994 AND DECEMBER 31, 1993
(In thousands of dollars)
ASSETS
1994 1993
Current assets:
Cash and cash equivalents $ 21,805 $ 18,751
Accounts receivable, less allowance
of $4,232 in 1993 and $4,044 in 1994 108,853 96,599
Inventories (Note 4) 115,288 133,391
Prepaid expenses and other current assets 5,651 4,995
--------- ---------
Total current assets 251,597 253,736
Property, plant and equipment, at cost:
Land, buildings and improvements 96,487 94,652
Machinery and equipment 503,434 489,516
--------- ---------
599,921 584,168
Less accumulated depreciation 174,100 163,627
--------- ---------
Net property, plant and equipment 425,821 420,541
Cost in excess of net assets acquired, net 307,219 309,395
Other assets, net 28,518 31,575
--------- ---------
$1,013,155 $1,015,247
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 44,281 $ 51,882
Accrued liabilities 22,823 26,763
Taxes on income 7,739 256
Deferred taxes on income 482 482
Current portion of long-term debt 18,618 18,594
--------- ---------
Total current liabilities 93,943 97,977
Long-term debt 283,588 294,173
Deferred taxes on income and other 116,736 116,591
--------- ---------
Total liabilities 494,267 508,741
Stockholders' equity:
Common stock, $.001 par value; 55,000,000
shares authorized, 32,780,018 shares issued and
outstanding in 1993, 32,881,529 in 1994 33 33
Paid-in capital 217,037 215,179
Foreign currency translation adjustments 972 96
Retained earnings 300,846 291,198
--------- ---------
Total stockholders' equity 518,888 506,506
--------- ---------
$1,013,155 $1,015,247
========= =========
See notes to condensed consolidated financial statements.
-3-
WELLMAN, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
Currency
Common Stock Paid-in Translation Retained
Shares Amount Capital Adjustments Earnings Total
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1992 . . . . . . . . 32,523,650 $33 $210,180 $7,416 $265,639 $483,268
Exercise of stock options. . . . . . . . . . 54,748 674 674
Contribution of common stock to employee
stock ownership and benefit plans . . . . 200,286 4,065 4,065
Issuance of restricted stock . . . . . . . . 1,334 26 26
Tax effect of exercise of stock options. . . 234 234
Currency translation adjustments . . . . . . (7,320) (7,320)
Net earnings . . . . . . . . . . . . . . . . 31,444 31,444
Cash dividends . . . . . . . . . . . . . . . (5,885) (5,885)
---------- -- ------- ----- ------- -------
Balance at December 31, 1993 . . . . . . . . 32,780,018 $33 $215,179 $ 96 $291,198 $506,506
Exercise of stock options. . . . . . . . . . 7,500 106 106
Contribution of common stock to employee
stock ownership and benefit plans . . . . 94,011 1,752 1,752
Currency translation adjustments . . . . . . 876 876
Net earnings . . . . . . . . . . . . . . . . 11,290 11,290
Cash dividends . . . . . . . . . . . . . . . (1,642) (1,642)
---------- -- ------- ----- ------- -------
Balance at March 31, 1994. . . . . . . . . . 32,881,529 $33 $217,037 $ 972 $300,846 $518,888
========== == ======= ===== ======= =======
</TABLE>
See notes to consolidated financial statements.
-4-
WELLMAN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1994 AND 1993
(In thousands)
1994 1993
Cash flows from operating activities:
Net earnings $11,290 $12,794
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Cumulative effect of changes
in accounting principles (Note 2) 9,010
Depreciation 10,780 10,108
Amortization 3,410 3,735
Deferred taxes on income 449 (1,722)
Gain on sale of Wellstar -- (12,386)
Changes in assets and liabilities 5,196 ( 7,846)
------ ------
Net cash provided from operating activities 31,125 13,693
Cash flows from investing activities:
Additions to property, plant, and equipment (17,202) (15,056)
Sale of investment in Wellstar (Note 6) -- 33,000
Decrease in restricted cash 1,438 2,018
------ ------
Net cash provided by (used in) investing activities (15,764) 19,962
Cash flows from financing activities:
Repayments of long-term debt (10,694) (19,811)
Dividends paid on common stock ( 1,642) ( 977)
------ ------
Net cash used in financing activities (12,336) (20,788)
Effect of exchange rate changes on cash
and cash equivalents 29 ( 191)
------ ------
Increase in cash and cash equivalents 3,054 12,676
Cash and cash equivalents at beginning of period 18,751 1,749
------ ------
Cash and cash equivalents at end of period $21,805 $14,425
====== ======
Supplemental cash flow data:
Cash paid during the period for:
Interest expense $ 3,023 $ 3,132
Income taxes $ 587 $ 413
See notes to condensed consolidated financial statements.
-5-
WELLMAN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements are
subject to year-end audit and do not purport to be a complete presentation
inasmuch as all note disclosures required under generally accepted accounting
principles are not included. Reference is made to the Company's Form 10-K for
the year ended December 31, 1993, filed with the Securities and Exchange
Commission on March 24, 1994.
The results of operations for the three month periods are not necessarily
indicative of those for the full year.
In the opinion of management, the accompanying unaudited financial statements
include all adjustments, which consist only of normal recurring adjustments,
necessary to present fairly the financial position and the results of operations
for the periods indicated.
2. Accounting Change
Environmental Liabilities
During 1993, the Financial Accounting Standards Board's Emerging Issues Task
Force (EITF) issued EITF Abstract No. 93-5, "Accounting for Environmental
Liabilities" (EITF 93-5). The Company adopted the provisions of EITF 93-5 in
its 1993 Consolidated Financial Statements effective January 1, 1993.
EITF 93-5 provides that an environmental liability should be evaluated
independently from any potential claim for recovery (a two-event approach) and
that the loss arising from the recognition of an environmental liability should
be reduced only when a claim for recovery is probable of realization. Current
accounting standards provide a general presumption that disputed claims for
recovery are not probable of realization. Under practice prior to the issuance
of EITF 93-5, some companies, including the Company, offset reasonably possible
recoveries against probable losses. As a result of the issuance of EITF 93-5,
this accounting treatment is no longer permitted.
The cumulative effect as of January 1, 1993 of adopting the provisions of EITF
93-5 was a charge to net earnings for the three months ended March 31, 1993 of
$6,820,000 ($0.20 per share), net of the related income tax effect of
$4,180,000.
Inventory Valuation
During 1993, the Company changed its method of applying the lower of cost or
market rule to certain slow-moving and discontinued waste raw material inventory
which is valued using the LIFO dollar value method. In prior years, the Company
used the aggregate method in applying the lower of cost or market rule to such
inventories and in 1993 changed to the item-by-item method.
The Company believes the new method of accounting is preferable because it
provides a better matching of costs and revenue and results in a more
conservative valuation of slow-moving and discontinued waste raw material
inventory.
The cumulative effect as of January 1, 1993 of this change in accounting is a
charge to net earnings for the three months ended March 31, 1993 of $2,190,000
($0.07 per share), net of the related income tax effect of $1,342,000.
-6-
WELLMAN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3. Earnings Per Common Share
Earnings per common share is based on the weighted average number of common
and common equivalent shares outstanding.
4. Inventories
Inventories consist of the following (in thousands):
March 31, December 31,
1994 1993
Finished and semi-finished goods $ 46,021 $ 53,083
Raw materials 61,545 72,723
Supplies 12,604 12,467
------- -------
120,170 138,273
Less adjustments of certain inventories
to a LIFO basis 4,882 4,882
------- -------
$115,288 $133,391
======= =======
5. Commitments and Contingencies
The Company's operations are subject to extensive and changing federal
and state environmental regulations governing air emissions, wastewater
discharges and solid and hazardous waste management activities. The Company's
policy is to accrue environmental and cleanup-related costs of a non-capital
nature when it is both probable that a liability has been incurred and the
amount can reasonably estimated. While it is often difficult to reasonably
quantify future environmental-related expenditures, the Company currently
estimates its non-capital expenditures related to environmental matters will
range between $13,000,000 and $25,000,000. Such expenditures are expected to
occur over a significant number of future years. In connection with these
expenditures, the Company has accrued $15,500,000 at March 31, 1994,
representing management's best estimate of probable non-capital environmental
expenditures. In addition, capital expenditures aggregating approximately
$10,000,000 to $15,000,000 may be required over the next several years related
to currently existing environmental matters.
6. Investments in unconsolidated partially-owned companies
In March 1993, the Company sold its ownership interest in Wellstar Holding
B.V. for a total consideration of $33,000,000. The transaction resulted in a
net gain, before applicable income taxes, of approximately $12,386,000. The
sale of Wellstar increased first quarter 1993 net earnings by approximately
$7,300,000, or $0.22 per share.
-7-
WELLMAN, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Accounting Changes
During 1993, the Company adopted the provisions of the Financial Accounting
Standards Board's Emerging Issues Task Force (EITF) Abstract No. 93-5. EITF
93-5 provides that an environmental liability should be evaluated independently
from any potential claim for recovery and that the loss arising from the
recognition of an environmental liability should be reduced only when a claim
for recovery is probable of realization. Current accounting standards provide
a general presumption that disputed claims for recovery are not probable of
realization. Under practice prior to the issuance of EITF 93-5, some companies,
including the Company, offset reasonably possible recoveries against probable
losses. As a result of the issuance of EITF 93-5, this accounting treatment is
no longer permitted.
The Company is obligated to remediate environmental problems which existed at
some of its manufacturing facilities prior to their acquisition by the Company.
The Company has escrow funds and indemnification agreements with the prior
owners of these facilities, which may result in reimbursement of a significant
portion of the environmental liabilities. However, as discussed above, the new
accounting standards generally permit companies to record only uncontested
claims for reimbursement of environmental liabilities. As of January 1, 1993,
the change in accounting for environmental liabilities resulted in an after-tax
cumulative effect charge of $6.8 million ($0.20 per share), net of the related
income tax effect of $4.2 million. See Note 2 to the Condensed Consolidated
Financial Statements.
During 1993, the Company changed its method of applying the lower of cost or
market rule to certain slow-moving and discontinued waste raw material inventory
which is valued using the last in-first out (LIFO) dollar value method. In
prior years, the Company used the aggregate method in applying the lower of cost
or market rule to such inventories and in 1993 changed to the item-by-item
method. The Company believes the new method of accounting is preferable because
it provides a better matching of costs and revenue and results in a more
conservative valuation of the slow-moving and discontinued waste raw material
inventory. As of January 1, 1993, the change in accounting for certain slow-
moving and discontinued inventory resulted in an after-tax cumulative effect
charge of $2.2 million ($0.07 per share), net of income tax effect of $1.3
million. See Note 2 to the Condensed Consolidated Financial Statements.
Three months ended March 31, 1994 compared to the three months ended
March 31, 1993
Net sales for the three months ended March 31, 1994 were $222.6 million
compared to $208.0 million for the three months ended March 31, 1993. Sales at
the Company's domestic Fibers Division increased as a result of higher sales
volumes which more than offset lower fiber selling prices. At Wellman
International Limited (WIL), Wellman's Irish subsidiary, sales in U.S. dollars
increased due to an increase in sales volumes which was slightly offset by the
unfavorable impact of the decrease in value of the Irish punt against the U.S.
dollar. Sales at the Manufactured Products Group(MPG) increased in the first
quarter of 1994 compared to the first quarter of 1993 due to increased direct
wool sales activities at the Wool Division and increased sales volumes at the
Engineering Resins Division which was slightly offset by lower sales at
Creative Forming, Inc. (CFI).
-8-
WELLMAN, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Gross profit for the three months ended March 31, 1994 was $43.9 million, or
approximately 19.7% of sales, compared to $49.6 million, or approximately 23.8%
of sales for the three months ended March 31, 1993. Gross profit at the
Company's fiber businesses decreased due to lower fiber selling prices, which
more than offset higher sales volumes and lower unit costs. Lower unit costs
were the result of decreased spending and lower raw material purchase costs at
the Company's waste-based fiber businesses. Gross profit at the MPG decreased
due primarily to lower gross profit at CFI which more than offset higher gross
profit at the Wool Division.
Selling, general and administrative expenses were $20.7 million, or
approximately 9.3% of sales for the three months ended March 31, 1994, compared
to $20.1 million, or approximately 9.7% of sales for the three months ended
March 31, 1993.
As a result of the foregoing, operating income was $23.2 million for the three
months ended March 31, 1994 compared to $29.5 million for the same period of
1993.
Net interest expense for the three months ended March 31, 1994 was $3.7
million compared to $4.9 million for the three months ended March 31, 1993. The
decline was primarily the result of the decrease in the Company's weighted
average interest rate on outstanding borrowings and to a lesser extent a
decrease in outstanding borrowings.
In the first quarter of 1993, the Company sold its ownership interest in
Wellstar for $33.0 million, resulting in a pre-tax gain of $12.4 million.
The sale increased first quarter 1993 net earnings by $7.3 million, or
approximately $.22 per share.
As a result of the foregoing, net earnings in the first quarter of 1994 were
$11.3 million, or $.34 per share, compared to $12.8 million, or $.39 per share,
for the first quarter of 1993. As discussed above, net earnings for the three
months ended March 31, 1993 were adversely affected by after-tax charges of $9.0
million due to cumulative effect of changes in accounting principles.
Outlook
In the first quarter of 1994, demand for Wellman's domestic polyester fibers
remained strong, while sales prices, which declined significantly during 1993,
began to stabilize. Certain favorable market developments, including modest
declines in polyester fiber imports and upward pressure on chemical feedstocks,
also began to emerge. As a result, Wellman has begun to implement price
increases on certain domestic polyester staple products during the second
quarter of 1994. Although such price increases, if maintained, may help recover
profits lost when selling prices declined last year, the Company believes
chemical feedstock costs may also increase in the second half of 1994.
Liquidity and Capital Resources
The Company generated cash from operations of $31.1 million for the three
months ended March 31, 1994 compared to $13.7 million for the three months
ended March 31, 1993. The increase in cash from operations was primarily the
result of a reduction of inventories which was slightly offset by increases in
other working capital requirements.
-9-
WELLMAN, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Net cash used in investing activities amounted to $15.8 million in the first
three months of 1994, compared to net cash provided by investing activities of
$20.0 million in the first three months of 1993. Investing activities in 1993
included $33.0 million of proceeds from the sale of Wellstar. Capital spending
amounted to $17.2 million in 1994 compared to $15.1 million in 1993.
Net cash used in financing activities amounted to $12.3 million for the first
three months of 1994 compared to $20.8 million for the first three months of
1993. A portion of the proceeds from the sale of Wellstar was used to repay
debt during the 1993 period.
The Company's financing arrangements contain normal financial and restrictive
covenants, including restrictions on the payment of dividends and requirements
with respect to working capital, net worth, and debt to capitalization.
The Company's capital investment program includes approximately $90.0 million
in planned capital expenditures in 1994. The exact amount and timing of the
capital spending is difficult to predict, however, as certain projects may
extend into 1995 or beyond depending upon equipment delivery and construction
schedules. Wellman completed the expansions of polyester yarn production and
PET sheet extrusion capacity and the start-up of a new solid-stating unit to
produce PET bottle resin in the first quarter of 1994. The 1994 capital plan
includes expansion of monomer and PET resin production capacity and continued
equipment upgrades at the Company's domestic fiber operations.
The Company believes that the financial resources available to it, including
approximately $66.0 million available at March 31, 1994 under its $176.8 million
bank credit facility, approximately $10.9 million of restricted cash resulting
from the issuance of economic development revenue bonds (included in "Other
assets, net" in the Company's balance sheet and earmarked to recycling-related
capital expenditures) and internally generated funds, will be sufficient to meet
its foreseeable working capital, capital expenditure and dividend payment
requirements.
-10-
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
4 (a)(1) Restated Certificate of Incorporation (Exhibit 3.1 of the
Company's Registration Statement on Form S-1, File No.
33-13458, incorporated by reference herein)
4 (a)(2) Certificate of Amendment to Restated Certificate of
Incorporation (Exhibit 3(a)(2) of the Company's
Registration Statement on Form S-4, File No. 33-31043,
incorporated by reference herein)
4 (a)(3) Certificate of Amendment to Restated Certificate of
Incorporation (Exhibit 28 of the Company's Registration
Statement on Form S-8, File No. 33-38491, incorporated by
reference herein)
4 (a)(4) Certificate of Amendment to Restated Certificate of
Incorporation (Exhibit 3 (a)(4) of the Company's Form 10-K
for the year ended December 31, 1993, incorporated by
reference herein)
4 (b) By-Laws, as amended (Exhibit 3(b) of the Company's Form
10-K for the year ended December 31, 1993 incorporated by
reference herein)
4 (c) Loan Agreement dated December 7, 1990 by and between the
Company and Fleet National Bank, as agent, and certain
other financial institutions (Exhibit 4(a) of the Company's
Form 10-K for the year ended December 31, 1990 incorporated
by reference herein)
4 (d) Note and Stock Purchase Agreement dated July 31, 1985,
among the Company, the Prudential Insurance Company of
America ("Prudential") and Teachers Insurance and Annuity
Association of America ("Teachers") (Exhibit 4.6 of the
Company's Registration Statement on Form S-1, File No.
33-23988, incorporated by reference herein)
4 (e) Letter Agreement dated June 10, 1987 between the Company
and Teachers (Exhibit 19.2 of the Company's Form 10-Q for
the quarter ended June 30, 1987 incorporated by reference
herein)
4 (f) Letter Agreement dated October 2, 1989 between the Company
and Teachers (Exhibit 4(c) of the Company's Form 8-K for
the event dated November 1, 1989 incorporated by reference
herein)
4 (g) Letter Agreement dated June 10, 1987 between the Company
and Prudential (Exhibit 19.3 of the Company's Form 10-Q for
the quarter ended June 30, 1987 incorporated by reference
herein)
4 (h) Letter Agreement dated October 2, 1989 between the Company
and Prudential (Exhibit 4(d) of the Company's Form 8-K for
the event dated November 1, 1989 incorporated by reference
herein)
-11-
Item 6. Exhibits and Reports on Form 8-K (con't)
(a) Exhibits (con't)
4 (i) Letter Agreement dated March 20, 1990 between the Company
and Prudential (Exhibit 4(g) of the Company's Form 10-K for
the year ended December 31, 1991 incorporated by reference
herein)
4 (j) Letter Agreement dated March 20, 1990 between the Company
and Teachers (Exhibit 4(h) of the Company's Form 10-K for
the year ended December 31, 1991 incorporated by reference
herein)
4 (k) Letter Agreement dated December 7, 1990 between the Company
and Prudential (Exhibit 4(i) of the Company's Form 10-K for
the year ended December 31, 1991 incorporated by reference
herein)
4 (l) Letter Agreement dated December 7, 1990 between the Company
and Teachers (Exhibit 4(j) of the Company's Form 10-K for
the year ended December 31, 1991 incorporated by reference
herein)
4 (m) Amendment Agreement dated February 27, 1992 between the
Company and Prudential (Exhibit 4(k) of the Company's Form
10-K for the year ended December 31, 1991 incorporated by
reference herein)
4 (n) Amendment Agreement dated February 27, 1992 between the
Company and Teachers (Exhibit 4(l) of the Company's Form
10-K for the year ended December 31, 1991 incorporated by
reference herein)
4 (o) Facilities dated December 19, 1991 between WIL and Ulster
Investment Bank Limited (Exhibit 4(m) of the Company's Form
10-Q for the quarter ended June 30, 1992 incorporated by
reference herein)
4 (p) Registration Rights Agreement dated as of August 12, 1985
by and among the Company, Teachers, Prudential,
Narragansett First Fund, Thomas M. Duff, John L. Dings,
Alex Holder, Calvin Hughes, and Frank McGuire (Exhibit 4.7
of the Company's Registration Statement on Form S-1, File
No. 33-13458, incorporated by reference herein)
4 (q) Loan Agreement between South Carolina Jobs - Economic
Development Authority (the "Authority") and the Company
dated as of December 1, 1990 (Exhibit 4(n) of the Company's
Form 10-K for the year ended December 31, 1990 incorporated
by reference herein)
4 (r) First Supplemental Loan Agreement between the Authority and
the Company dated as of April 1, 1991 (Exhibit 4(a) of the
Company's Form 10-Q for the quarter ended June 30, 1991
incorporated by reference herein)
4 (s) Note Purchase Agreement dated as of June 14, 1991 between
the Company and the Purchasers named in Schedule I thereto
(Exhibit 4(b) of the Company's Form 10-Q for the quarter
ended June 30, 1991 incorporated by reference herein)
-12-
Item 6. Exhibits and Reports on Form 8-K (con't)
(a) Exhibits (con't)
4 (t) Rights Agreement dated as of August 6, 1991 between the
Company and First Chicago Trust Company of New York, as
Rights Agent (Exhibit 1 to the Company's Form 8-K dated as
of August 6, 1991 incorporated by reference herein)
4 (u) Loan Agreement between the Authority and the Company, dated
as of June 1, 1992 (Exhibit 4(u) of the Company's Form 10-Q
for the quarter ended June 30, 1992 incorporated by
reference herein)
4 (v) Note Purchase Agreement between the Company and Teachers
dated July 28, 1992 (Exhibit 4 (v) of the Company's Form
10-Q for the quarter ended June 30, 1992 incorporated by
reference herein)
4 (w) Loan Agreement between the Authority and the Company, dated
as of December 1, 1992 (Exhibit 4 (w) of the Company's Form
10-K for the year ended December 31, 1992 incorporated by
reference herein)
4 (x) Promissory Note dated May 15, 1992 of the Company to the
City of Florence, SC (Exhibit 4 (x) of the Company's Form
10-K for the year ended December 31, 1992 incorporated by
reference herein)
4 (y) Loan note participations with the Sumitomo Bank, Limited,
dated July 27, 1992, Buliner Handels-und Frankfurter Bank
dated June 15, 1992, Banco di Napoli dated September 14,
1992, Istituto Bancario San Paolo di Torino S.p.A. dated
January 4, 1992, Chemical Bank New Jersey, National
Association dated January 26, 1993, Continental Bank N.A.
dated November 26, 1991 (Exhibit 4 (y) of the Company's
Form 10-K for the year ended December 31, 1992 incorporated
by reference herein)
4 (z) Promissory Note dated August 9, 1993 of the Company to
First Fidelity Bank, National Bank (Exhibit 4 (z) of the
Company's Form 10-Q for the quarter ended September 30,
1993, incorporated by reference herein)
4 (aa) Commercial Purpose Loan Note dated August 11, 1993 to
Chemical Bank, New Jersey, National Association (Exhibit 4
(y) of the Company's Form 10-K for the year ended December
31, 1993, incorporated by reference herein)
4 (bb) Promissory Note dated June 18, 1993 of the Company to Fleet
National Bank (Exhibit 4 (z) of the Company's Form 10-K for
the year ended December 31, 1993, incorporated by reference
herein)
(b) Reports on Form 8-K
None
-13-
SIGNATURES
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.
WELLMAN, INC.
Dated May 12, 1994 By /s/ Keith R. Phillips
Keith R. Phillips
Vice President, Chief Financial
Officer, Treasurer (Principal
Financial Officer)
Dated May 12, 1994 By /s/ Mark J. Rosenblum
Mark J. Rosenblum
Vice President-Controller
(Principal Accounting Officer)
-14-
