SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark one)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 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 0-15899
WELLMAN, INC.
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(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, Suite 302
Shrewsbury, New Jersey 07702
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(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (908) 542-7300
--------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ----------------------
Common Stock, New York Stock
$.001 par value Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 .
Indicate by check mark if disclosure of delinquent filers pursuant to Rule
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. []
<PAGE>
Aggregate market value of the voting stock held by nonaffiliates of the
registrant, computed on the basis of $23.375 per share (the closing price of
such stock on March 15, 1996 on the New York Stock Exchange): $773,007,931.
The number of shares of the registrant's Common Stock, $.001 par value, and
Class B Common Stock, $.001 par value, outstanding as of March 15, 1996 was
33,536,591 and -0-, respectively.
DOCUMENTS INCORPORATED BY REFERENCE
1. Proxy Statement for the 1996 Annual Meeting of Stockholders (to be
filed with the Securities and Exchange Commission on or before April 30, 1996)
is incorporated by reference in Part III hereof.
2
<PAGE>
PART I
Item 1. BUSINESS
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Wellman, Inc. (which, together with its subsidiaries, is herein referred to
as the "Company") was founded in 1927 and incorporated in Delaware in 1985.
The principal business of the Company is the manufacture and sale of polyester
products, including Fortrel(R) brand polyester textile fibers, polyester
fibers made from recycled raw materials and PermaClear(TM) PET (polyethylene
terephthalate) packaging resins.
RECENT DEVELOPMENTS
- -------------------
On February 20, 1996, the Company's Board of Directors approved plans to
construct a new PET packaging resin and polyester fiber production facility in
the United States. The facility, expected to cost $400-500 million and to
commence operation in phases beginning in late 1998, is designed to provide an
additional 700 million pounds of annual production capacity. See "Capital
Investment Program" and "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital
Resources."
On December 31, 1995, the Company acquired a PET packaging resins business
located in Emmen, the Netherlands from Akzo Nobel B.V. See note 2 to the
consolidated financial statements.
In August 1995, the Company sold substantially all of the operations of its
New England CRInc. subsidiary. The Company recorded a pretax loss on the sale
of $5.5 million, which decreased 1995 net earnings by approximately $3.4
million, or $0.10 per share. See note 3 to the consolidated financial
statements.
The polyester bonded batting and needle-punched fabric operations located
in Charlotte, NC and Commerce, CA were sold during the first quarter of 1996.
PRODUCTS AND MARKETS
- --------------------
In 1995, the Company revised its operating structure into three product
groups: the Fibers Group, which is comprised of the chemical-based polyester
textile fiber manufacturing operations; the Recycled Products Group (RPG),
primarily consisting of polyester fiber manufacturing operations in the United
States and Europe and their related recycling operations which procure and
process waste raw materials, as well as the nylon engineering resins and wool
businesses; and the Packaging Products Group (PPG), which includes the PET
packaging resins businesses in the United States and Europe, the PET sheet and
thermoformed packaging products business, and a PET bottle recycling
operation.
The following table presents the combined net sales (in millions) and
percentage of net sales of the Company by product group for the periods
indicated. For purposes of this data, intercompany transactions have been
eliminated and with respect to the European fiber operations, historical
exchange rates have been applied to the data for the periods indicated.
3
<PAGE>
<TABLE>
<CAPTION>
1995 1994(1) 1993(1)
-------------- -------------- --------------
Net % of Net % of Net % of
Sales Total Sales Total Sales Total
----- ----- ----- ----- ------ -----
<S> <C> <C> <C> <C> <C> <C>
Fibers Grp $ 483.9 43.6% $426.8 45.6% $397.5 47.2%
RPG 473.0 42.6 427.9 45.7 371.2 44.1
PPG 152.5 13.8 81.4 8.7 73.4 8.7
------- ------ ------ ------ ------ -----
TOTAL $1109.4 100.0% $936.1 100.0% $842.1 100.0%
======= ===== ====== ===== ====== =====
</TABLE>
- ---------------
(1) Sales restated to reflect the Company's new product groups.
Fibers Group
------------
The Fibers Group manufactures chemical-based polyester staple fibers and
polyester partially-oriented yarn (POY) for sale to the textile industry.
Staple, the primary product produced, is multi-strand fiber cut into short
lengths to simulate certain properties found in natural fibers, such as
cotton and wool, and/or to meet the end product needs of the Company's
customers. POY is a continuous polyester filament. Both products are
marketed under the Fortrel(R) brand.
Staple customers include integrated textile mills and yarn spinners which
process polyester staple into fabric and yarn for a variety of
applications, including apparel, home furnishings and industrial uses.
The Company manufactures polyester textile staple from two petrochemicals,
purified terephthalic acid (PTA) and monoethylene glycol (MEG), at its
Palmetto Plant in Darlington, SC. The stated annual fiber production
capacity of the Palmetto Plant is approximately 485 million pounds.
The Company purchases PTA under an exclusive supply contract with Amoco
Chemical Corporation, the primary domestic supplier, which renews annually
every December 31 unless cancelled by the Company. MEG is purchased under
an exclusive supply contract with Oxy Chem Inc. which expires December 31,
1997. The prices of PTA and MEG, which are typically set on a quarterly
basis, have fluctuated in the past and are likely to continue to do so in
the future.
POY is produced at the Company's Fayetteville, NC plant from fiber-grade
polyester resin manufactured from PTA and MEG at the Company's Palmetto
Plant. POY is sold to integrated textile mills and texturizers, which
further process it before making it into fabric for use in apparel, home
furnishings and industrial applications. The stated annual POY production
capacity of the Fayetteville Plant is 130 million pounds.
Recycled Products Group
-----------------------
The major product manufactured by the RPG is polyester staple fiber for use
as fiberfill (for pillows, comforters and furniture), and in carpets, rugs
and industrial uses. Domestically, these products are made from recycled
raw materials at facilities in Johnsonville and Marion, SC. The stated
annual fiber production capacities of the Johnsonville and Marion
Plants are approximately 260 and 30 million pounds, respectively.
4
<PAGE>
The Company utilizes two categories of recycled raw materials: producer
plant wastes and postconsumer PET soft drink bottles. Producer wastes
include off-quality or off-spec production, trim and other wastes generated
from fiber, resin or film manufacturing processes. A portion of
producer plant waste is purchased from manufacturers that compete with the
Company in the sale of fiber and resin. The Company obtains postconsumer
PET bottles primarily from deposit return and curbside recycling programs.
The Company's recycling operation in Johnsonville, SC is responsible for
the procurement of wastes, which it processes into usable raw materials for
the fibers and engineering resins businesses. As a result, this operation
is primarily an internal supplier. Stated annual capacity to recycle PET
bottles at the Johnsonville location is approximately 190 million pounds.
In Europe, the RPG manufactures polyester staple fiber from recycled raw
materials through Wellman International Limited (WIL), a wholly-owned
subsidiary based in Mullagh, Republic of Ireland. The stated annual fiber
production capacity of WIL is approximately 174 million pounds. WIL's
polyester fibers are used primarily in fiberfill, nonwovens and industrial
applications. WIL exports, primarily to the United Kingdom and continental
Europe, virtually all of its fiber production.
The majority of WIL's raw materials are producer wastes, some of which are
obtained from suppliers who compete with WIL in the fibers business in
Europe. Postconsumer PET bottles procured by WIL are processed
at the Company's 35 million pounds per year PET bottle recycling facility,
located in Spijk, the Netherlands.
Including domestic and European production, the Company believes it is the
world's largest producer of polyester staple fiber made from recycled
feedstocks and the world's largest postconsumer PET bottle recycler.
The RPG also produces nylon engineering resins, wool top and anhydrous
lanolin in Johnsonville, SC.
Packaging Products Group
------------------------
The PPG primarily manufactures amorphous and solid-stated PET packaging
resins at the Company's Palmetto Plant. Amorphous resin, which is
produced from PTA and MEG, is sold to external customers and used
internally for solid-stating (a process which upgrades the resin). Solid-
stated PET resin is primarily used in the manufacture of soft drink bottles
and other food and beverage packaging and is sold under the PermaClear(TM)
brand.
Through process improvements and a significant expansion in mid-1995,
production capacity for amorphous resin has reached approximately 300
million pounds per year, 220 million pounds of which is solid-stated. The
Company plans to add approximately 200 million pounds of solid-stated
production capacity in early 1997. See "Capital Investment Program."
On December 31, 1995, the Company acquired a solid-stated PET packaging
resin production facility in Emmen, the Netherlands (PET Resins-Europe).
The stated annual production capacity of this facility, where PTA & MEG are
also used as raw materials, is 100 million pounds. As part of the
transaction, the seller agreed to provide Wellman with solid-stated PET
resin under a multi-year supply arrangement, which begins with an initial
80 million pounds per year in 1996 and phases out over five years.
5
<PAGE>
Virtually all of the resin is sold to PET bottle and packaging
manufacturers in Europe. See note 2 to the consolidated financial
statements.
The PPG also manufactures PET sheet and thermoformed products from
chemical-based and recycled PET in Ripon, WI and operates a 50 million
pounds per year PET bottle recycling facility in Bridgeport, NJ.
Capital Investment Program
- --------------------------
The Company is currently engaged in a long-term capital investment program,
which began in 1993. The Company's combined 1993 and 1994 capital
expenditures totaled approximately $180 million, while 1995 expenditures were
approximately $105 million. Major capital projects included in the 1995
expenditures were the expansions of monomer, PET resin and solid-stating
capacity and equipment modernization at all of the Company's fiber plants.
Capital expenditures are expected to total approximately $700 million over
the next five years. These expenditures include the domestic solid-stated PET
resin expansion expected on-line in early 1997 and construction of a $400-500
million domestic PET resin and polyester staple fiber production facility,
expected to commence operation in phases beginning in late 1998. See "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources."
Sales and Marketing
- -------------------
Approximately 50 employees market the majority of the Company's products.
For sales outside the United States, the Company primarily utilizes
representatives or agents.
The Company's polyester fibers are also marketed through various
activities, such as advertising, sales promotion, market analysis, product
development and fashion forecasting, directed to its customers and to
organizations downstream from its customers. As part of this effort, the
Company's marketing personnel encourage downstream purchasers of apparel, home
furnishings and other products to specify to their suppliers the use of
Fortrel(R) brand polyester in their products.
The Company's sales are neither materially dependent upon a single customer
nor seasonal in nature. Fiber sales in the second half of the year can be
affected by changes in the traditional vacation periods of its customers. A
material portion of PET resins capacity is sold under long-term contracts
pursuant to which pricing can fluctuate.
The Company's markets have historically displayed price and volume
cyclicality. The prices of PTA and MEG are a primary determinant of product
prices. The polyester fiber markets are subject to changes in, among other
factors, polyester fiber and/or textile product imports, consumer preferences
and spending and retail sales patterns, all of which are driven by general
economic conditions. Consequently, a downturn in either the U.S. or global
economy or an increase in imports of textile or polyester fiber products could
adversely affect the Company's business. Polyester textile fiber demand also
may be influenced by the relative price of substitute fibers, most notably
cotton.
Competitors
- -----------
Each of the Company's major fiber markets is highly competitive. The
Company competes primarily on the basis of quality, service, brand identity
and price. Several competitors are substantially larger than the Company and
6
<PAGE>
have substantially greater economic resources. The Company's primary
competitors are E.I. DuPont de Nemours & Co. and the Hoechst Celanese Corp.
(HCC) subsidiary of Hoechst A.G. The Company believes it is currently the
second-largest producer of polyester staple and POY in the United States,
representing approximately 28% and 12%, respectively, of U.S. production
capacity for these products.
Primary competitors in the PET packaging resin business, which the Company
entered in 1994, are Eastman Chemical Co., Shell Chemical Co. and HCC. The
Company competes primarily on the basis of resin quality, service and price.
The Company's competitors are substantially larger than the Company and have
substantially greater economic resources.
Research and Development
- ------------------------
The Company has approximately 70 U.S. employees devoted to research,
development and technical service activities in the fibers, recycling and
resins businesses. The Company has entered into technology sharing
arrangements from time to time with various parties.
Foreign Activities
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The Company operates in international markets, primarily through WIL and
PET Resins-Europe. Since most of the sales are in different currencies,
changes in exchange rates may affect profit margins and sales levels of these
operations. In addition, fluctuations between currencies may also affect the
Company's reported financial results.
The Company's foreign businesses are subject to certain risks customarily
attendant to foreign operations and investments in foreign countries,
including restrictive action by local governments, limitations on repatriating
funds and changes in currency exchange rates. See note 13 to the consolidated
financial statements for additional information relating to the Company's
foreign activities.
Employees
- ---------
As of December 31, 1995, the Company employed a total of approximately
3,600 persons in the United States and Europe. At December 31, 1995, the
Amalgamated Clothing and Textile Workers Union (ACTWU) represented
approximately 1,210 employees at the Company's Johnsonville, SC operations.
Approximately 726 of these employees were members of ACTWU, whose contract
with the Company expires in July 1996. At the Company's Irish fiber
operation, approximately 350 out of 480 total employees were represented by
four unions at year-end 1995. The wage agreements with these unions each
expire on April 30, 1997. Employees at the PET Resins-Europe operation total
65, with 49 represented by 3 unions whose contracts expire at the end of 1997.
The Company believes relations with its employees are satisfactory.
Environmental Matters
- ---------------------
The Company's plants are subject to numerous existing and proposed laws and
regulations designed to protect the environment from wastes, emissions and
hazardous substances. The Company believes it is either in material
compliance with all currently applicable regulations or is operating in
accordance with the appropriate variances and compliance schedules or similar
arrangements. For additional information relating to environmental matters,
see "Item 7. Management's Discussion and Analysis of Financial Position and
Results of Operations - Environmental Matters" and note 8 to the consolidated
financial statements.
7
<PAGE>
Executive Officers of the Registrant
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The current executive officers of the Company are as follows:
Name and Age Position
- ------------ --------
Thomas M. Duff, 48 President, Chief Executive Officer and
Director
Clifford J. Christenson, 46 Executive Vice President, Chief Operating
Officer and Director
Keith R. Phillips, 41 Vice President, Chief Financial Officer and
Treasurer
C.W. Beckwith, 64 Vice President and Director
James P. Casey, 55 Vice President; President, Fibers Group
Paul D. Apostol, 50 Vice President, Packaging Products Group,
John R. Hobson, 55 Vice President, Recycled Products Group
Mark J. Rosenblum, 42 Vice President, Controller
Ernest G. Taylor, 45 Vice President, Administration
Mark H. Tashjian, 33 Vice President, Corporate Development
Officers are elected annually by the Board of Directors. Set forth below
is certain information with respect to the Company's executive officers.
Thomas M. Duff. Mr. Duff has been President and CEO of the Company since
its inception in 1985.
Clifford J. Christenson. Mr. Christenson has been Executive Vice President
since October 1993 and Chief Operating Officer since June 1995. Prior to
October 1993 he was Chief Financial Officer and Treasurer since he joined the
Company in 1985 and Vice President since 1986.
Keith R. Phillips. Mr. Phillips has been Vice President, Chief Financial
Officer and Treasurer since October 1993. Prior to joining the Company in
October 1993 he was a partner in Ernst & Young LLP. Mr. Phillips is a
certified public accountant.
C.W. Beckwith. Mr. Beckwith has been Vice President of Wellman since 1987.
James P. Casey. Mr. Casey has been President of the Fibers Group since
October 1993. Prior to such time he was Vice President, Marketing since March
1991.
Paul D. Apostol. Mr. Apostol has been Vice President, Packaging Products
Group since July 1995. Prior to such time, he was Fice President,
Manufactured Products Group since March 1991.
John R. Hobson. Mr. Hobson has been Vice President, Recycled Products
Group since July 1995. Prior to such time, he served as Vice President of
various divisions from January 1992-July 1995. Prior to 1992, he was Director
of International Sales and (chemical) Raw Material Purchasing.
8
<PAGE>
Mark J. Rosenblum. Mr. Rosenblum has been Vice President, Controller since
September 1989 and Controller since he joined the Company in 1985. Mr.
Rosenblum is a certified public accountant.
Ernest G. Taylor. Mr. Taylor has been Vice President in charge of
Administration since January 1991.
Mark H. Tashjian. Mr. Tashjian has been Vice President, Corporate
Development since he joined the Company in August 1995. Prior to such time,
he was a partner with Trinity Associates, management consulting firm, since
1989.
Section 16 Compliance. Section 16(a) of the Securities Exchange Act of
1934 requires the Company's officers and directors, and persons who own more
than 10% of a registered class of the Company's equity securities (insiders),
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission (SEC). Insiders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file. Based solely on
review of the copies of such forms furnished to the Company, the Company
believes that during 1995 all Section 16(a) filing requirements applicable to
its insiders were complied with.
Item 2. Properties
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The location and general description of the principal manufacturing
properties owned by the Company are set forth in the table below:
Principal Square
Location Functions Footage
- -------- --------- -------
Johnsonville, SC Fiber, Engineering Resins 2,275,546
and Wool Manufacturing,
Recycling Operations
and Warehouse
Darlington, SC Fiber and Resin 1,018,000
(Palmetto) Manufacturing
and Warehouse
Mullagh, Ireland (1) Fiber Manufacturing 360,161
and Warehouse
Fayetteville, NC Fiber Manufacturing 331,913
and Warehouse
Emmen, the Netherlands Resin Manufacturing and 143,797
Warehouse
- --------------------
(1) WIL's credit facilities are secured by the assets of WIL.
The Company also has manufacturing, marketing and administrative facilities
in Marion, SC, Charlotte, NC, New York, NY, Ripon, WI, Bridgeport, NJ and
Spijk, the Netherlands. The corporate office is located in Shrewsbury, NJ.
Item 3. Legal Proceedings
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Not applicable.
9
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
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Not applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
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The Company's common stock is listed on the New York Stock Exchange (NYSE)
under the symbol WLM. The following table shows the high, low and closing
sales prices as reported by the NYSE and cash dividends paid per share of
common stock for the last two fiscal years.
<TABLE>
<CAPTION>
Year High Low Close Dividend
- ---- ---- --- ----- --------
1995
- ----
<S> <C> <C> <C> <C>
Fourth Quarter $27-1/4 $21-1/2 $22-3/4 $0.07
Third Quarter $29-1/2 $23-3/4 $24-1/2 $0.07
Second Quarter $28 $23-1/2 $27-3/8 $0.07
First Quarter $30 $24-3/8 $25-1/4 $0.06
1994
- ----
Fourth Quarter $34-3/8 $23-3/8 $28-1/4 $0.06
Third Quarter $34-5/8 $27-3/8 $34-1/8 $0.06
Second Quarter $29-1/8 $20 $27-7/8 $0.06
First Quarter $22-3/8 $17-1/8 $20-5/8 $0.05
</TABLE>
The Company had 1,120 holders of record and, to its knowledge,
approximately 30,000 beneficial owners of its common stock as of March 15,
1996.
See note 10 to the consolidated financial statements for information
regarding common stock rights associated with the common stock.
10
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Item 6. Selected Consolidated Financial Data
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<TABLE>
<CAPTION>
(In thousands, except Years Ended December 31,
per share data) 1995 1994 1993(2) 1992 1991
- -----------------------------------------------------------------------------------
Income Statement Data:
<S> <C> <C> <C> <C> <C>
Net sales . . . . . . . . . . . $1,109,398 $936,133 $842,064 $828,200 $805,664
Cost of sales . . . . . . . . . 886,817 724,874 679,182 639,664 623,546
--------- -------- -------- -------- --------
Gross profit. . . . . . . . . . 222,581 211,259 162,882 188,536 182,118
Selling, general and
administrative expenses. . . . 89,704 89,518 86,511 77,439 73,194
Interest expense, net . . . . . 11,666 13,741 15,736 23,012 29,387
Gain (loss) on divestitures . . (5,500) -- 12,386 -- --
--------- -------- -------- -------- --------
Earnings before income taxes and
cumulative effect of changes in
accounting principles. . . . . 115,711 108,000 73,021 88,085 79,537
Income taxes. . . . . . . . . . 41,657 43,200 32,567 35,801 32,954
--------- -------- -------- -------- --------
Earnings before cumulative effect of
changes in accounting principles 74,054 64,800 40,454 52,284 46,583
Cumulative effect of changes in
accounting principles, net of
income taxes . . . . . . . . . -- -- (9,010) -- --
--------- -------- -------- -------- --------
Net earnings. . . . . . . . . . $ 74,054 $ 64,800 $ 31,444 $ 52,284 $ 46,583
========= ======== ======== ======== ========
Earnings per common share:
Before cumulative effect of changes
in accounting principles . . $ 2.20 $ 1.94 $ 1.23 $ 1.60 $ 1.43
Cumulative effect of changes in
accounting principles, net of
income taxes . . . . . . . . -- -- (0.27) -- --
--------- -------- -------- -------- --------
Net earnings. . . . . . . . . $ 2.20 $ 1.94 $ 0.96 $ 1.60 $ 1.43
========= ======== ======== ======== ========
Average common shares . . . . . 33,699 33,417 32,857 32,728 32,632
Dividends (1) . . . . . . . . . $ 9,003 $ 7,593 $ 5,885 $ 3,895 $ 3,887
Pro forma amounts assuming the
effects of the changes in accounting
principles are applied retroactively:
Net earnings. . . . . . . . NA NA $ 40,454 $ 43,759 $ 46,583
Net earnings per share. . . NA NA $ 1.23 $ 1.34 $ 1.43
</TABLE>
<TABLE>
<CAPTION>
December 31,
1995 1994 1993 1992 1991
Balance Sheet Data: ----------------------------------------------
<S> <C> <C> <C> <C> <C>
Total assets. . . . . . . . $1,210,673 $1,044,462 $1,015,247 $996,583 $925,289
Total debt. . . . . . . . . $ 279,230 $ 256,531 $ 312,767 $324,548 $303,881
Stockholders' equity. . . . $ 650,346 $ 577,573 $ 506,506 $483,268 $438,440
</TABLE>
(1) Dividends paid were $0.27 per share in 1995, $0.23 per share in 1994,
$0.18 per share in 1993 and $0.12 per share in 1992 and 1991.
(2) 1993 net earnings reflect $15.9 million ($0.48 per share) of accounting
changes and unusual and nonrecurring items. See also "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Results of Operations - 1994 compared to 1993" and notes 1, 3
and 7 to the consolidated financial statements.
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<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
- ------- -----------------------------------------------------------------
OVERVIEW
The Company reported record net earnings in 1995 due to strong worldwide
polyester fiber markets during the first half of the year, significantly
increased profitability at WIL, the Company's Irish fiber subsidiary, and a
major expansion of PET packaging resin production capacity during the second
quarter. While net earnings were strong for the first nine months of the year
($1.94 per share), they decreased significantly during the fourth quarter
($0.26 per share) primarily due to the deterioration of U.S. polyester fiber
demand, which led to lower sales and production volumes and resultant higher
costs. Due to continued weak overall demand, especially for apparel, by year
end 1995 the Company had curtailed 10% of its total worldwide fiber production
capacity. See "Outlook" for additional discussion regarding expected 1996
operations.
RESULTS OF OPERATIONS - 1995 COMPARED TO 1994
Net sales for 1995 increased 18.5% to $1.1 billion from $936.1 million in
1994. Sales increased during 1995 for each of the Company's three product
groups: Fibers Group sales increased to $483.9 million from $426.8 million,
RPG sales increased to $473.0 million from $427.9 million and PPG sales
increased to $152.5 million from $81.4 million. Sales for the Fibers Group
increased due to higher polyester fiber selling prices which more than offset
slightly lower sales volumes. Sales for the RPG increased due to higher sales
at WIL resulting from increased polyester fiber selling prices which more than
offset slightly lower sales volumes. PPG sales increased in 1995 due to the
second quarter expansion of PET resin production capacity and, to a lesser
extent, higher selling prices.
Gross profit amounted to $222.6 million in 1995 versus $211.3 million in 1994.
The gross profit margin for 1995 was 20.1% compared to 22.6% for 1994. Gross
profit increased primarily due to increased gross profit at WIL, primarily due
to higher polyester fiber selling prices, and the aforementioned PET resin
expansion. Despite the increase in gross profit, gross profit margin declined
primarily because selling prices increased during the period while unit gross
profit remained relatively unchanged.
Selling, general and administrative (SG&A) expenses amounted to $89.7 million
in 1995, or 8.1% of sales, compared to $89.5 million in 1994, or 9.6% of
sales.
As a result of the foregoing, operating income increased to $132.9 million in
1995 versus $121.7 million in 1994.
Net interest expense for 1995 decreased to $11.7 million from $13.7 million
for 1994. Interest expense was favorably impacted by a decrease in average
outstanding borrowings and higher interest income, which were partially offset
by an increase in the average cost of variable rate borrowings.
For the year ended December 31, 1995, the Company recorded a pretax loss of
$5.5 million related to the sale of a subsidiary (resulting in a decrease in
net earnings of $3.4 million, or $0.10 per share). For additional information
regarding this loss, see note 3 to the consolidated financial statements.
The effective tax rate of 36% in 1995 versus 40% in 1994 reflects the positive
impact of strong Irish earnings since the Irish tax rate for manufacturing
operations is significantly lower than the federal and state tax rates and, to
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<PAGE>
a lesser extent, there was also the favorable effect of strong domestic
earnings which lessened the effect of nondeductible items as a relative
percentage.
As a result of the foregoing, net earnings for 1995 were $74.1 million, or
$2.20 per share, compared to $64.8 million, or $1.94 per share, in 1994.
OUTLOOK
The Company is experiencing difficult worldwide market conditions in its
polyester fiber and PET resin businesses. Fiber profit margins are expected
to be under pressure in 1996 due to lower sales and production volumes and
resultant higher unit costs. PET resin profit margins are also expected to be
under pressure due to increased competition and weakening European demand.
The PET resin expansion completed during the second quarter of 1995 and the
acquisition of a PET resin operation in the Netherlands in December 1995 are
expected to benefit the Company strategically and financially in 1996 and
beyond.
RESULTS OF OPERATIONS - 1994 COMPARED TO 1993
Net sales for 1994 increased 11.2% to $936.1 million from $842.1 million in
1993. Sales increased during 1994 for each of the Company's three product
groups: Fibers Group sales increased to $426.8 million from $397.5 million,
RPG sales increased to $427.9 million from $371.2 million and PPG sales
increased to $81.4 million from $73.4 million. Fibers Group and RPG sales
increased primarily due to higher polyester fiber sales volumes, resulting
from production improvements, the expansion of polyester yarn capacity during
the first quarter of 1994, strong product demand, and, to a lesser extent,
higher fiber selling prices. Sales for the PPG increased during 1994
primarily as a result of sales of higher-priced PET packaging resins.
Gross profit totalled $211.3 million in 1994 versus $162.9 million in 1993.
The gross profit margin for 1994 was 22.6% compared to 19.3% for 1993. Gross
profit in 1993 was adversely impacted by the $2.5 million effect of the change
in accounting for certain slow-moving and discontinued inventory discussed in
note 1 to the consolidated financial statements as well as unusual and
nonrecurring items aggregating $11.6 million, primarily related to inventory,
development of a prototype materials recovery facility and expenses associated
with the Company's ongoing capital investment program. Gross profit increased
primarily due to higher worldwide polyester fiber sales volumes, higher
selling prices during the latter part of the year and lower unit costs. Lower
unit costs primarily resulted from lower costs for certain recycled raw
materials, higher sales volumes and reduced spending. Gross profit also
improved as a result of increased sales of value-added PET packaging resins.
Selling, general and administrative expenses were $89.5 million in 1994, or
9.6% of sales, compared to $86.5 million in 1993, or 10.3% of sales.
Excluding certain unusual and nonrecurring items aggregating $2.9 million,
1993 expenses were 9.9% of sales.
As a result of the foregoing, operating income increased to $121.7 million in
1994 versus $76.4 million in 1993. Excluding the unusual and nonrecurring
items noted above, 1993 operating income was $94.9 million.
Net interest expense in 1994 decreased to $13.7 million from $15.7 million in
1993. Interest expense was favorably impacted by a decrease in outstanding
borrowings, partially offset by higher interest rates.
Results for 1993 reflect the gain from the sale of the Company's ownership
interest in Wellstar Holding, B.V. discussed in note 3 to the consolidated
financial statements.
13
<PAGE>
The effective tax rate of 40% in 1994 reflects the positive impact of strong
domestic and Irish earnings. The Irish tax rate for manufacturing operations
is significantly lower than the U.S. statutory rate. Income tax expense for
1993 was negatively affected by the maximum federal corporate income tax rate
increasing from 34% to 35%.
As a result of the foregoing, net earnings for 1994 were $64.8 million, or
$1.94 per share, compared to $31.4 million, or $0.96 per share, in 1993.
Excluding the unusual and nonrecurring items noted above and the cumulative
effect of changes in accounting principles discussed in note 1 to the
consolidated financial statements, net earnings for 1993 were $47.0 million,
or $1.44 per share.
ENVIRONMENTAL MATTERS
The Company's operations are subject to extensive laws and regulations
governing air emissions, wastewater discharges and solid and hazardous waste
management activities. The Company takes a proactive approach in addressing
the applicability of these laws and regulations as they relate to its
manufacturing operations and in proposing and implementing any remedial plans
that may be necessary. The Company has identified certain situations that
will require future capital and non-capital expenditures to maintain or
improve compliance with current environmental laws and regulations as well as
to support planned future expansion. The majority of the identified
situations are found at the Company's largest manufacturing facilities and
primarily deal with groundwater remediation, quality of air emissions and
wastewater treatment processes.
The Company's policy is to accrue environmental remediation costs when it
is both probable that a liability has been incurred and the amount can be
reasonably estimated. While it is often difficult to reasonably quantify
future environmental-related expenditures, the Company currently estimates its
future non-capital expenditures related to environmental matters to range
between $11.0 million and $26.5 million. In connection with these
expenditures, the Company has accrued $17.5 million at December 31, 1995
representing management's best estimate of probable non-capital environmental
expenditures. In addition, future capital expenditures aggregating $12.0
million to $23.5 million may be required related to environmental matters.
These non-capital and capital expenditures are estimated to be incurred over
the next 10 to 20 years. The Company believes that it is entitled to recover
a portion of these expenditures under indemnification and escrow agreements.
During 1995, costs associated with environmental remediation and ongoing
assessment were not significant. See notes 1 and 8 to the consolidated
financial statements. Additionally, the Company recorded preacquisition
environmental contingencies of $6.2 million relative to the acquisition
discussed in note 2 to the consolidated financial statements.
The measurement of liability is based on an evaluation of currently
available facts with respect to each individual situation and takes into
consideration factors such as existing technology, presently enacted laws and
regulations and prior experience in remediation of contaminated sites. As
assessments and remediation progress at individual sites, these liabilities
are reviewed periodically and adjusted to reflect additional technical and
legal information which becomes available.
The Company believes it is either in material compliance with all currently
applicable regulations or is operating in accordance with the appropriate
variances and compliance schedules or similar arrangements.
Actual costs to be incurred for identified situations in future periods may
vary from the estimates, given inherent uncertainties in evaluating
14
<PAGE>
environmental exposures due to unknown conditions, changing government
regulations and legal standards regarding liability and evolving related
technologies. Subject to the imprecision in estimating future environmental
costs, the Company believes that compliance with current laws and regulations
will not require significant capital expenditures or have a material adverse
effect on its consolidated financial position or results of operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company generated cash from operations of $118.8 million in 1995
compared to $132.4 million in 1994. The decrease in cash from operations is
attributable to a net increase in working capital items (primarily
inventories) which was partially offset by increased net earnings and a net
increase in non-cash charges. The working capital ratio was approximately 2.5
to 1 and 3.1 to 1 at December 31, 1995 and 1994, respectively.
Net cash used in investing activities amounted to $151.0 million in 1995
compared to $69.5 million in 1994. Capital spending amounted to $104.7
million in 1995 and $74.3 million in 1994, reflecting the Company's ongoing
capital investment program. As discussed in note 2 to the consolidated
financial statements, the Company spent $64.2 million related to an
acquisition of a PET resins business in Europe. In 1995, proceeds from the
sale of a subsidiary amounted to $16.2 million.
Net cash provided by financing activities amounted to $14.5 million for
1995 versus net cash used in financing activities of $60.3 million for 1994.
In 1995, there were net borrowings (line of credit with bank and long-term
debt) of $22.6 million compared to net repayments of long-term debt of $56.8
million in 1994.
The Company is currently engaged in a long-term capital investment program
and estimates that capital expenditures could aggregate approximately $700
million over the next five years. The capital program includes construction
of the aforementioned domestic PET resin and polyester fiber production
facility. This facility is estimated to cost $400 - $500 million and is
expected to be operational in phases beginning in late 1998 through early
1999. Internally generated funds, the current bank facility and other credit
arrangements are expected to fund the construction.
The Company's long-term capital investment program includes approximately
$170 million in planned expenditures in 1996. The exact amount and timing of
the capital spending is difficult to predict since certain projects may extend
into 1997 or beyond depending upon equipment delivery and construction
schedules. Significant 1996 capital expenditures include expansion of PET
resin production capacity at the Palmetto Plant and design and construction of
the new production facility discussed in the preceding paragraph. See "Item
1. Business - Products and Markets" and "- Capital Investment Program".
The Company's financing agreements contain normal financial and restrictive
covenants. The most restrictive indebtedness covenant related to those
agreements permits a maximum leverage ratio of 55%, which would allow the
Company to incur additional debt approximating $515 million at December 31,
1995. Under the most restricted covenant, approximately $225 million of
retained earnings at December 31, 1995 is not restricted as to the payment of
dividends. The Company believes that the financial resources available to it,
including $255 million available at December 31, 1995 under its $330 million
revolving credit facility (the Facility), unused, short-term uncommitted lines
of credit aggregating $147 million and internally generated funds will be
sufficient to meet its foreseeable working capital, capital expenditure and
dividend payment requirements.
15
<PAGE>
During June 1995, the Company entered into forward interest rate swaps to
reduce (hedge) the impact of interest rate changes for variable rate
borrowings associated with planned capital expenditures over the next five
years. The agreements include an aggregate notional amount of $200 million at
December 31, 1995, forward starting dates ranging from June 1997 to May 1998
and maturity dates of at least 5 years thereafter. The Company will pay fixed
rates of interest ranging from 6.10% to 6.20%. At December 31, 1995, the
Company estimates it would have had to pay approximately $7.2 million to
terminate the agreements. A ten basis points change in the fixed rate paid by
the Company would increase or decrease the termination cost by approximately
$1.0 million at December 31, 1995.
In conjunction with the aforementioned European acquisition, the Company
entered into forward foreign currency contracts to exchange Dutch guilders for
U.S. dollars with an aggregate notional amount of $57.7 million at December
31, 1995 in order to reduce the related impact of foreign currency translation
adjustments. The Company has designated these contracts as a hedge of a net
investment in a foreign entity. The Company intends to renew these contracts
on a continuous basis. At December 31, 1995, the fair value of the contracts
(determined through readily available dealer quotes) approximated their
carrying amount.
Also in conjunction with the aforementioned acquisition, in January 1996 the
Company entered into forward foreign currency contracts with an aggregate
notional amount of $19.3 million in order to reduce (hedge) the impact of
foreign currency fluctuations relative to accounts receivable acquired that
are denominated in several other foreign currencies. The Company intends to
renew these contracts on a continuous basis.
WIL utilizes forward foreign currency contracts to hedge certain of its
accounts receivable and accounts payable denominated in other foreign
currencies. The notional amount of such contracts outstanding at December 31,
1995 and 1994 and the impact on earnings for contracts closed during 1995,
1994 and 1993 was immaterial.
NEW ACCOUNTING STANDARDS
The following summarizes a recently issued accounting standard that may
affect the Company. Note 1 to the consolidated financial statements provides
additional information regarding this new accounting standard.
During 1995, the Financial Accounting Standards Board (FASB) issued a new
accounting standard relative to long-lived assets, certain identifiable
intangibles and goodwill (if applicable) to be held and used as productive
assets or to be disposed of. The new standard provides more definitive
guidance for the recognition and measurement of impairment losses and is
effective for fiscal years beginning after December 15, 1995. The Company
does not anticipate the impact, if any, from implementation to be material.
16
<PAGE>
Item 8. Financial Statements and Supplementary Data
- ------ -------------------------------------------
WELLMAN, INC.
Index to Consolidated Financial Statements
and Consolidated Financial Statement Schedules
Consolidated Statements of Income for the years ended
December 31, 1995, 1994 and 1993 18
Consolidated Balance Sheets as of December 31, 1995 and 1994 19
Consolidated Statements of Stockholders' Equity for the years
ended December 31, 1995, 1994 and 1993 20
Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993 21
Notes to Consolidated Financial Statements 22
Report of Independent Auditors 35
Consolidated financial statement schedules for the years ended
December 31, 1995, 1994 and 1993:
II -- Valuation and qualifying accounts 36
All other schedules are omitted since the required information is not present
or is not present in amounts sufficient to require submission of the
schedules, or because the information required is included in the consolidated
financial statements and notes thereto.
17
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31,
------------------------
(In thousands, except per share data) 1995 1994 1993
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales. . . . . . . . . . . . . . . . . . $1,109,398 $936,133 $842,064
Cost of sales. . . . . . . . . . . . . . . . 886,817 724,874 679,182
---------- -------- --------
Gross profit . . . . . . . . . . . . . . . . 222,581 211,259 162,882
Selling, general and administrative expenses 89,704 89,518 86,511
---------- -------- --------
Operating income . . . . . . . . . . . . . . 132,877 121,741 76,371
Interest expense, net. . . . . . . . . . . . 11,666 13,741 15,736
Gain (loss) on divestitures. . . . . . . . . (5,500) -- 12,386
---------- -------- --------
Earnings before income taxes and cumulative
effect of changes in accounting principles 115,711 108,000 73,021
Income taxes . . . . . . . . . . . . . . . . 41,657 43,200 32,567
---------- -------- --------
Earnings before cumulative effect of changes
in accounting principles . . . . . . . . . 74,054 64,800 40,454
Cumulative effect of changes in accounting
principles, net of income taxes. . . . . . -- -- (9,010)
---------- -------- --------
Net earnings . . . . . . . . . . . . . . . . $ 74,054 $ 64,800 $ 31,444
========== ======== ========
Earnings per common share:
Before cumulative effect of changes
in accounting principles . . . . . . . . $ 2.20 $ 1.94 $ 1.23
Cumulative effect of changes
in accounting principles, net of income
taxes. . . . . . . . . . . . . . . . . . -- -- (0.27)
---------- -------- --------
Net earnings . . . . . . . . . . . . . . . $ 2.20 $ 1.94 $ 0.96
========== ======== ========
Average common shares. . . . . . . . . . . . 33,699 33,417 32,857
========== ======== ========
</TABLE>
See notes to consolidated financial statements.
18
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
December 31,
(In thousands, except share data) 1995 1994
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . $ 3,893 $ 21,556
Accounts receivable, less allowance of $5,335
in 1995 and $4,733 in 1994. . . . . . . . . . . . . 145,572 119,278
Inventories. . . . . . . . . . . . . . . . . . . . . 200,224 122,914
Prepaid expenses and other current assets. . . . . . 14,614 12,301
---------- ----------
Total current assets. . . . . . . . . . . . . . . 364,303 276,049
Property, plant and equipment, at cost:
Land, buildings and improvements . . . . . . . . . . 127,555 100,172
Machinery and equipment. . . . . . . . . . . . . . . 648,639 553,834
---------- ----------
776,194 654,006
Less accumulated depreciation. . . . . . . . . . . . 248,638 206,130
---------- ----------
Property, plant and equipment, net. . . . . . . . 527,556 447,876
Cost in excess of net assets acquired, net . . . . . . 295,062 301,030
Other assets, net. . . . . . . . . . . . . . . . . . . 23,752 19,507
---------- ----------
$1,210,673 $1,044,462
========== ==========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . $ 89,104 $ 53,647
Accrued liabilities. . . . . . . . . . . . . . . . . 50,368 34,294
Line of credit with bank . . . . . . . . . . . . . . 6,216 --
Current portion of long-term debt. . . . . . . . . . 147 200
---------- ----------
Total current liabilities . . . . . . . . . . . . 145,835 88,141
Long-term debt . . . . . . . . . . . . . . . . . . . . 272,867 256,331
Deferred income taxes and other liabilities. . . . . . 141,625 122,417
---------- ----------
Total liabilities . . . . . . . . . . . . . . . . 560,327 466,889
Stockholders' equity:
Common stock, $0.001 par value; 55,000,000 shares
authorized, 33,441,391 shares issued and outstanding
in 1995, 33,191,987 in 1994. . . . . . . . . . . . . 33 33
Class B common stock, $0.001 par value; 5,500,000
shares authorized; no shares issued . . . . . . . . -- --
Paid-in capital. . . . . . . . . . . . . . . . . . . 230,008 224,352
Foreign currency translation adjustments . . . . . . 6,849 4,783
Retained earnings. . . . . . . . . . . . . . . . . . 413,456 348,405
---------- ----------
Total stockholders' equity. . . . . . . . . . . . 650,346 577,573
---------- ----------
$1,210,673 $1,044,462
========== ==========
</TABLE>
See notes to consolidated financial statements.
19
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except per share data)
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 32,524 $33 $210,180 $7,416 $265,639 $483,268
Net earnings . . . 31,444 31,444
Cash dividends ($0.18
per share). . . . (5,885) (5,885)
Exercise of stock
options . . . . . 55 674 674
Issuance of common
stock to employee
benefit plans . . 200 4,065 4,065
Issuance of restricted
stock . . . . . . 1 26 26
Tax effect of exercise
of stock options. 234 234
Currency translation
adjustments . . . (7,320) (7,320)
------- --- -------- ------ -------- --------
Balance at
December 31, 1993 32,780 33 215,179 96 291,198 506,506
Net earnings . . . 64,800 64,800
Cash dividends ($0.23
per share). . . . (7,593) (7,593)
Exercise of stock
options . . . . . 235 4,047 4,047
Issuance of common
stock to employee
benefit plans . . 176 3,936 3,936
Issuance of restricted
stock . . . . . . 1 23 23
Tax effect of exercise
of stock options. 1,167 1,167
Currency translation
adjustments . . . 4,687 4,687
------- --- -------- ------ -------- --------
Balance at
December 31, 1994 33,192 33 224,352 4,783 348,405 577,573
Net earnings . . . 74,054 74,054
Cash dividends ($0.27
per share). . . . (9,003) (9,003)
Exercise of stock
options . . . . . 90 846 846
Issuance of common
stock to employee
benefit plans . . 158 4,190 4,190
Issuance of restricted
stock . . . . . . 1 34 34
Tax effect of exercise
of stock options. 586 586
Currency translation
adjustments . . . 2,066 2,066
------- --- -------- ------ -------- --------
Balance at
December 31, 1995 33,441 $33 $230,008 $6,849 $413,456 $650,346
======= === ======== ====== ======== ========
</TABLE>
See notes to consolidated financial statements.
20
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31,
(In thousands) 1995 1994 1993
Cash flows from operating activities: ---- ---- ----
<S> <C> <C> <C>
Net earnings. . . . . . . . . . . . . . . . $ 74,054 $ 64,800 $ 31,444
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation . . . . . . . . . . . . . . 53,522 45,201 41,609
Amortization . . . . . . . . . . . . . . 11,863 14,322 16,313
Deferred income taxes. . . . . . . . . . 9,435 5,878 (3,088)
Common stock issued for stock plans. . . 4,224 3,959 4,091
(Gain) loss on divestitures. . . . . . . 5,500 -- (12,386)
Cumulative effect of changes in
accounting principles . . . . . . . . . -- -- 9,010
Changes in assets and liabilities, net
of effects from businesses acquired and
divested and cumulative effect of changes
in accounting principles:
Accounts receivable . . . . . . . . . (11,474) (20,528) (9,815)
Inventories . . . . . . . . . . . . . (59,602) 12,439 14,760
Prepaid expenses and other current
assets . . . . . . . . . . . . . . . (7,200) (7,132) 2,582
Other assets. . . . . . . . . . . . . (727) 1,332 (2,464)
Accounts payable and accrued liabilities 35,444 7,031 (925)
Other liabilities . . . . . . . . . . (138) (984) 2,046
Other . . . . . . . . . . . . . . . . 3,860 6,079 1,441
-------- -------- --------
Net cash provided by operating activities 118,761 132,397 94,618
-------- -------- --------
Cash flows from investing activities:
Additions to property, plant and equipment. (104,696) (74,310) (105,689)
Decrease in restricted cash . . . . . . . . 1,680 4,779 19,242
Businesses acquired . . . . . . . . . . . . (64,249) -- (8,780)
Proceeds from divestitures. . . . . . . . . 16,230 -- 33,000
-------- -------- --------
Net cash used in investing activities . . (151,035) (69,531) (62,227)
-------- -------- --------
Cash flows from financing activities:
Borrowings under long-term debt . . . . . . 16,618 -- 17,454
Repayments of long-term debt. . . . . . . . (200) (56,791) (27,314)
Increase in line of credit with bank. . . . 6,216 -- --
Dividends paid on common stock. . . . . . . (9,003) (7,593) (5,885)
Exercise of stock options . . . . . . . . . 846 4,047 674
-------- -------- --------
Net cash provided by (used in) financing
activities. . . . . . . . . .. . . . . . 14,477 (60,337) (15,071)
-------- -------- --------
Effect of exchange rate changes on cash and
cash equivalents . . . . . . . . . . . . . . 134 276 (318)
-------- -------- --------
Increase (decrease) in cash and cash equivalents (17,663) 2,805 17,002
Cash and cash equivalents at beginning of year 21,556 18,751 1,749
-------- -------- --------
Cash and cash equivalents at end of year. . . $ 3,893 $ 21,556 $ 18,751
======== ======== ========
Supplemental cash flow data:
Cash paid during the year for:
Interest (net of amounts capitalized) . . $ 14,320 $ 15,115 $ 16,728
Income taxes. . . . . . . . . . . . . . . $ 35,263 $ 37,487 $ 33,874
</TABLE>
See notes to consolidated financial statements.
21
<PAGE>
Notes to Consolidated Financial Statements
(In thousands, except share data)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Wellman, Inc. (the Company) is an international manufacturing company
operating primarily in the United States, Ireland and the Netherlands. The
Company's principal line of business is the manufacture of high-quality
polyester products, including Fortrel(R) brand polyester textile fibers,
polyester fibers made from recycled raw materials and PermaClear(TM) PET
(polyethylene terephthalate) packaging resin. Total polyester fiber sales
represented approximately 86% of the Company's 1995 sales. The principal
markets for polyester fibers are apparel, home furnishings, carpet and
industrial manufacturers in the United States and Europe. The principal
markets for PET resins products are United States and European-based
manufacturers of various types of plastic packaging products.
Basis of Presentation
The consolidated financial statements include the accounts of Wellman, Inc.
and all wholly owned subsidiaries. All material intercompany transactions
have been eliminated.
Certain 1994 and 1993 amounts have been reclassified to conform to the 1995
presentation.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Revenue Recognition
Sales to customers are recorded when goods are shipped.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined
using the last-in, first-out (LIFO) method for approximately $122,000 and
$67,000 of inventory at December 31, 1995 and 1994, respectively, and the
first-in, first-out (FIFO) method for the remainder.
Property, Plant and Equipment
Property, plant and equipment is carried at cost. Depreciation is provided
based on the estimated useful lives of the related assets and is computed on
the straight-line method. Estimated useful lives for buildings are 30 years
and generally 5 to 13 years for machinery and equipment.
Cost in Excess of Net Assets Acquired
Cost in excess of net assets acquired is amortized on the straight-line
method over periods ranging from 20 to 40 years. Accumulated amortization
amounted to approximately $55,054 and $47,369 at December 31, 1995 and 1994,
respectively.
22
<PAGE>
The carrying value of goodwill is reviewed if the facts and circumstances
suggest that it may be impaired. If this review indicates that goodwill will
not be recoverable, as determined based on the undiscounted cash flows of the
related acquired entity over the remaining amortization period, the Company's
carrying value of the goodwill will be reduced by the estimated shortfall of
cash flows.
Other Assets
Other assets are comprised of deferred charges related to certain of the
Company's debt agreements and other intangible assets that are amortized over
periods ranging from one to 20 years. Additionally, other assets include cash
restricted for use obtained from borrowings under economic development revenue
bonds in the amount of approximately $5,900 and $7,600 at December 31, 1995
and 1994, respectively (see note 6).
Income Taxes
Income taxes have been provided using the liability method. Under this
method, deferred tax assets and liabilities are determined based on
differences between financial reporting and tax bases of assets and
liabilities. Deferred income taxes resulting from such differences are
recorded based on the enacted tax rates that are currently expected to be in
effect when the differences are expected to reverse.
Environmental Expenditures
Environmental expenditures that relate to current operations are expensed
or capitalized as appropriate. Expenditures that relate to an existing
condition caused by past operations, and which do not contribute to current or
future revenue generation, are expensed. Liabilities are recorded when
environmental assessments and/or remedial efforts are probable and the costs
can be reasonably estimated.
Derivative Financial Instruments
The Company has limited involvement with derivative financial instruments
and does not use them for trading purposes. They are used as hedges to manage
well-defined interest rate (see note 6) and foreign currency risks (see notes
2 and 12). There is currently no accounting required for the forward interest
rate swaps due to the forward starting dates and designation as a hedge. The
gain or loss from forward foreign currency contracts related to the hedge of a
net investment in a foreign entity is accounted for as a component of foreign
currency translation adjustments. Discounts or premiums on forward contracts
(the difference between the current spot exchange rate and the forward
exchange rate at inception of the contract) are amortized to income over the
contract lives using the straight-line method. The gain or loss from forward
foreign currency contracts related to hedges of existing working capital
positions is recognized upon settlement of the related working capital asset
or liability.
Foreign Currency Translation
The financial statements of foreign entities have been translated into U.S.
dollar equivalents in accordance with the Financial Accounting Standards
Board's (FASB) Statement No. 52, "Foreign Currency Translation." Adjustments
resulting from the translation of the financial statements of foreign entities
are excluded from the determination of earnings and accumulated in a separate
component of stockholders' equity.
23
<PAGE>
Research and Development Costs
Research and development costs are expensed as incurred. Such costs were
approximately $16,900, $16,100 and $15,800 for 1995, 1994 and 1993,
respectively.
Stock Based Compensation
The Company grants stock options for a fixed number of shares to employees and
directors with an exercise price equal to or greater than the fair value of
the shares at the date of grant. The Company accounts for stock option grants
in accordance with APB Opinion No. 25, "Accounting for Stock Issued to
Employees," and, accordingly, recognizes no compensation expense for the stock
option grants.
Earnings Per Common Share
Earnings per common share is based on the average number of common and
common equivalent shares outstanding.
Cash and Cash Equivalents
The Company considers all short-term investments purchased with a maturity
of three months or less to be cash equivalents for purposes of the
consolidated statements of cash flows.
Accounting Changes
Environmental Liabilities
During 1993, the FASB'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 income of $6,820 ($0.20 per share), net of the
income tax effect of $4,180. Excluding the cumulative effect, the impact of
this change on 1993 net earnings and earnings per share was not material.
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 its current method of accounting is preferable because
it provides a better matching of costs and revenue and results in a more
24
<PAGE>
conservative valuation of slow-moving and discontinued waste raw material
inventory.
The cumulative effect as of January 1, 1993 of this change in accounting
was a charge to net earnings of $2,190 ($0.07 per share), net of the income
tax effect of $1,342. Excluding the cumulative effect, this change decreased
net earnings for 1993 by approximately $2,500 ($0.08 per share).
New Accounting Standards
During 1995, the FASB issued Statement No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
which requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. Statement 121 also addresses the accounting for long-lived
assets that are expected to be disposed of. This Statement is effective for
fiscal years beginning after December 15, 1995. The Company does not
anticipate the impact, if any, from implementation to be material.
2. ACQUISITION
On December 31, 1995, the Company acquired the Netherlands-based PET resins
business (the Business) of Akzo Nobel (Akzo) in a purchase accounting
transaction for a preliminary purchase price of approximately $76,900. In
accordance with the purchase agreement, the Company paid cash of approximately
$64,250 at closing for the Business which was funded with available cash and
domestic and foreign borrowings. The balance of the purchase price, if any,
will be paid upon the determination of certain purchase price adjustments, as
defined in the purchase agreement, including the verification of the Business'
working capital at December 31, 1995.
The preliminary allocation of the purchase price was based upon estimated
fair values at the date of acquisition and is subject to refinement upon
obtaining certain additional information including finalization of the
purchase price, environmental testing and actuarial calculations. The excess
of the purchase price over assets acquired (goodwill) will be amortized on a
straight-line basis over 30 years.
The acquisition had no impact on the Company's 1995 consolidated statement
of income due to the acquisition date. The proforma effects of the
acquisition for 1995 and 1994 have not been presented due to the immaterial
impact of operations of the Business.
In conjunction with the acquisition of the Business, the Company entered
into forward foreign currency contracts to exchange Dutch guilders for U.S.
dollars with an aggregate notional amount of $57,650 at December 31, 1995 in
order to reduce the related impact of foreign currency translation
adjustments. The Company has designated these contracts as a hedge of a net
investment in a foreign entity. The foreign borrowings and settlement
payment, if any, to Akzo are denominated in the functional currency of the
Business and create a natural hedge to be used to reduce the remaining effects
of translation adjustments. The Company intends to renew these contracts on a
continuous basis. At December 31, 1995, the fair value of the contracts
(determined through readily available dealer quotes) approximated their
carrying amount.
Also in conjunction with the acquisition of the Business, in January 1996
the Company entered into forward foreign currency contracts with an aggregate
notional amount of approximately $19,300 in order to reduce (hedge)
25
<PAGE>
the impact of foreign currency fluctuations relative to accounts receivable
acquired that are denominated in several other foreign currencies. The
Company intends to renew these contracts on a continuous basis.
3. DIVESTITURES
In August 1995, the Company sold substantially all of the businesses of its
New England CRInc. (CRInc.) subsidiary for approximately $16,230. The Company
recorded a pretax loss on the sale of $5,500, which decreased net earnings by
approximately $3,400, or $0.10 per share. The operating results for CRInc.
have not had a material impact on the Company's consolidated financial
statements.
In March 1993, the Company sold its 43.7% ownership interest in Wellstar
Holding, B.V. for $33,000. The transaction resulted in a pretax gain of
approximately $12,386, which increased net earnings by approximately $7,300,
or $0.22 per share.
4. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
December 31,
1995 1994
------ ------
<S> <C> <C>
Raw materials . . . . . . . . . . . $ 97,043 $ 61,680
Finished and semi-finished goods. . 113,778 51,362
Supplies. . . . . . . . . . . . . . 14,281 14,672
-------- --------
225,102 127,714
Less adjustments of certain
inventories to a LIFO basis . . . 24,878 4,800
-------- --------
$200,224 $122,914
======== ========
</TABLE>
5. ACCRUED LIABILITIES
Accrued liabilities consist of the following:
<TABLE>
<CAPTION>
December 31,
1995 1994
------ ------
<S> <C> <C>
Payroll and other compensation. . . $11,069 $11,242
Retirement plans. . . . . . . . . . 8,215 7,203
Property and other taxes. . . . . . 3,947 2,990
Interest. . . . . . . . . . . . . . 2,419 2,635
Other . . . . . . . . . . . . . . . 24,718 10,224
------- -------
$50,368 $34,294
======= =======
</TABLE>
6. BORROWING ARRANGEMENTS
The line of credit with bank of $6,216 at December 31, 1995 is comprised of
local borrowings by one of the Company's foreign subsidiaries with no stated
maturity date and a maximum line of $20,000 (U.S. dollar equivalent). At
December 31, 1995, the interest rate (variable based) for these borrowings was
4.75%.
26
<PAGE>
Long-term debt consists of the following:
<TABLE>
<CAPTION>
December 31,
1995 1994
------ ------
<S> <C> <C>
Revolving credit loan facility and competitive
bid loans . . . . . . . . . . . . . . . . . . . $ 88,000 $ 71,317
Serialized senior unsecured notes, 9.02% - 9.26%,
due 1997-1999 . . . . . . . . . . . . . . . . . 100,000 100,000
Economic development revenue bonds, at variable
interest rates, due 2010-2022 . . . . . . . . . 54,500 54,500
8.41% senior unsecured note, due 2000. . . . . . 30,000 30,000
Other. . . . . . . . . . . . . . . . . . . . . . 514 714
-------- --------
273,014 256,531
Less current portion . . . . . . . . . . . . . 147 200
-------- --------
$272,867 $256,331
======== ========
</TABLE>
On February 8, 1995, the Company entered into an unsecured $330,000
Revolving Credit Loan (the Facility) maturing in February 2000 that replaced a
reducing revolving loan facility. The terms of the Facility provide the
Company the ability to borrow under competitive bid loans (CBLs) which reduce
the availability under the Facility and bear interest at the offering bank's
prevailing interest rate. The Facility has no scheduled principal repayments
and any borrowings under non-CBLs bear interest, at the Company's option, at
(1) the higher of (a) the prime rate or (b) the federal funds rate plus 0.50%,
(2) the LIBOR rate plus applicable margin or (3) the CD rate plus applicable
margin. At December 31, 1995, the average interest rate on borrowings under
the Facility was approximately 5.97%.
During June 1995, the Company entered into forward interest rate swaps to
reduce (hedge) the impact of interest rate changes for variable rate
borrowings associated with planned capital expenditures over the next five
years. The agreements include an aggregate notional amount of $200,000 at
December 31, 1995, forward starting dates ranging from June 1997 to May 1998
and maturity dates of at least 5 years thereafter. The Company will pay fixed
rates of interest ranging from 6.10% to 6.20%. At December 31, 1995, the
Company estimates it would have had to pay approximately $7.2 million to
terminate the agreements.
The economic development revenue bonds (the Bonds) are tenderable by the
holders and are secured by letters of credit aggregating approximately $55,800
at December 31, 1995. The average interest rate on the Bonds at December 31,
1995 was approximately 4.57%.
The Company also has available, but unused, short-term uncommitted lines of
credit aggregating $147,000 at December 31, 1995.
The Bonds and borrowings under the Facility and CBLs are classified as
long-term in accordance with the Company's intention and ability to refinance
such obligations on a long-term basis.
The Company's financing agreements contain normal financial and restrictive
covenants. Under the most restrictive covenant, approximately $225,000 of
retained earnings at December 31, 1995 is not restricted as to the payment of
dividends.
Aggregate maturities of long-term debt for the next five years are as
follows: 1996 -- $147; 1997 -- $20,159; 1998 -- $40,193; 1999 -- $40,015; and
2000 -- $118,000.
27
<PAGE>
The carrying amounts of the Company's borrowings under its variable rate
credit agreements approximate their fair value. The fair values of the
Company's fixed rate credit agreements are estimated using discounted cash
flow analyses based on the Company's current incremental borrowing rates for
similar types of borrowing arrangements. The fair value of the Company's
fixed rate debt exceeded the carrying value by approximately $10,000 at
December 31, 1995. Prepayment of the fixed rate debt could result in
significant penalties.
During 1995, 1994 and 1993, the Company capitalized interest of $3,125,
$2,920 and $2,375, respectively, as part of the cost of capital projects under
construction. Interest expense (net) includes interest income of $2,563,
$2,000 and $1,630 for 1995, 1994 and 1993, respectively.
7. INCOME TAXES
For financial reporting purposes, earnings before income taxes and
cumulative effect of changes in accounting principles are as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1994 1993
------ ------ ------
<S> <C> <C> <C>
United States. . . . . . . . . . . . . $ 83,206 $ 89,073 $54,535
Foreign. . . . . . . . . . . . . . . . 32,505 18,927 18,486
-------- -------- -------
$115,711 $108,000 $73,021
======== ======== =======
</TABLE>
Significant components of income taxes before cumulative effect of changes in
accounting principles are as follows:
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1994 1993
------ ------ ------
<S> <C> <C> <C>
Current:
Federal. . . . . . . . . . . . . . . $ 24,900 $30,208 $30,310
State. . . . . . . . . . . . . . . . 3,847 5,129 4,357
Foreign. . . . . . . . . . . . . . . 3,475 1,985 988
-------- ------- -------
32,222 37,322 35,655
-------- ------- -------
Deferred:
Federal. . . . . . . . . . . . . . . 8,085 5,239 (2,566)
State. . . . . . . . . . . . . . . . 1,205 680 (522)
Foreign. . . . . . . . . . . . . . . 145 (41) --
-------- ------- -------
9,435 5,878 (3,088)
-------- ------- -------
$ 41,657 $43,200 $32,567
======== ======= =======
</TABLE>
As discussed in note 1, deferred income tax benefits relating to the
cumulative effect of changes in accounting principles in 1993 amounted to
$5,522.
The difference between income taxes before cumulative effect of changes in
accounting principles and income taxes computed at the statutory income tax
rate is explained as follows:
28
<PAGE>
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1994 1993
---- ---- ----
<S> <C> <C> <C> <C> <C>
Computed at statutory rate. . . . . . . . 35.0% 35.0% 35.0%
State taxes, net of federal benefit . . . . 2.9 3.5 3.4
Differences in income tax rates between
the United States and foreign countries. . (6.3) (3.4) (1.8)
Amortization of cost in excess of net
assets acquired. . . . . . . . . . . . . . 2.7 2.9 4.1
Effect of tax rate change . . . . . . . . . -- -- 2.6
Other, net. . . . . . . . . . . . . . . . . 1.7 2.0 1.3
---- ---- ----
Effective tax rate. . . . . . . . . . . . . 36.0% 40.0% 44.6%
==== ==== ====
</TABLE>
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The tax effects of
these differences are as follows:
<TABLE>
<CAPTION>
December 31,
1995 1994
---- ----
<S> <C> <C>
Inventory . . . . . . . . . . . . . . . $ 6,580 $ 3,731
Depreciation. . . . . . . . . . . . . . 91,702 85,923
Foreign . . . . . . . . . . . . . . . . 4,364 4,117
Other . . . . . . . . . . . . . . . . . 9,503 4,445
-------- -------
Total deferred tax liabilities. . . . . 112,149 98,216
-------- -------
Pension . . . . . . . . . . . . . . . . 3,521 3,934
State deferred benefits . . . . . . . . 4,291 3,969
Long-term liabilities . . . . . . . . . 7,178 7,495
Other . . . . . . . . . . . . . . . . . 9,693 4,786
-------- -------
Total deferred tax assets . . . . . . . 24,683 20,184
-------- -------
Net deferred tax liabilities. . . . . . $ 87,466 $78,032
======== =======
</TABLE>
Deferred income taxes have not been provided for approximately $97,821 of
undistributed earnings of foreign entities which are considered to be
permanently reinvested. Upon repatriation of those earnings in the form of
dividends or otherwise, the Company would be subject to both U.S. income taxes
(subject to an adjustment for foreign taxes paid) and foreign withholding
taxes. Determination of the amount of unrecognized deferred U. S. income tax
liability is not practicable because of the complexities associated with its
hypothetical calculation.
8. ENVIRONMENTAL MATTERS
The Company's operations are subject to extensive laws and regulations
governing air emissions, wastewater discharges and solid and hazardous waste
management activities. As discussed in note 1, the Company's policy is to
accrue environmental remediation costs when it is both probable that a
liability has been incurred and the amount can be reasonably estimated. While
it is often difficult to reasonably quantify future environmental-related
expenditures, the Company currently estimates its future non-capital
expenditures related to environmental matters to range between approximately
$11,000 and $26,500. In connection with these expenditures, the Company has
29
<PAGE>
accrued approximately $17,500 at December 31, 1995 representing management's
best estimate of probable non-capital environmental expenditures. In
addition, future capital expenditures aggregating approximately $12,000 to
$23,500 may be required related to environmental matters. These non-capital
and capital expenditures are estimated to be incurred over the next 10 to 20
years. The Company believes that it is entitled to recover a portion of these
expenditures under indemnification and escrow agreements. Additionally, the
Company recorded preacquisition environmental contingencies of approximately
$6,200 relative to the acquisition discussed in note 2.
9. RETIREMENT PLANS
The Company has defined benefit and defined contribution pension plans that
cover substantially all employees. The Company also has an employee stock
ownership plan (the ESOP) covering substantially all domestic employees. The
defined contribution plan and the ESOP provide for Company contributions based
on the earnings of eligible employees. Expense related to the defined
contribution plan amounted to approximately $8,351, $7,840 and $7,553 for the
years ended December 31, 1995, 1994 and 1993, respectively. Expense related
to the ESOP amounted to approximately $2,253, $2,354 and $2,249 for the years
ended December 31, 1995, 1994 and 1993, respectively.
Benefits under the Wellman International Limited (WIL) defined benefit plan
are based on employees' compensation and length of service, while benefits
under defined benefit plans covering domestic employees are based on
employees' compensation and length of service or at stated amounts based on
length of service. The Company's policy is to fund amounts which are
actuarially determined to provide the plans with sufficient assets to meet
future benefit payment requirements. Assets of the plans are invested
primarily in equity securities and commingled trust funds. The pension costs
of the domestic and foreign defined benefit plans consist of the following:
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1994 1993
------ ------ ------
<S> <C> <C> <C>
Service cost. . . . . . . . . . . . . $ 646 $ (479) $ (370)
Interest cost on projected benefit
obligations. . . . . . . . . . . . . 4,659 3,938 4,336
Actual return on plan assets. . . . . (9,772) (621) (7,512)
Net amortization and deferral . . . . 5,356 (3,030) 4,621
------ ------ ------
$ 889 $ (192) $1,075
====== ====== ======
</TABLE>
The following table sets forth the funded status and amounts included in
the Company's consolidated balance sheets at December 31, 1995 and 1994 for
the domestic and foreign defined benefit pension plans:
<TABLE>
<CAPTION>
1995 1994
Actuarial present value of benefit obligations: ---- -----
<S> <C> <C>
Vested benefit obligations. . . . . . . . . . $47,191 $ 36,369
======= ========
Accumulated benefit obligations . . . . . . . $47,335 $ 36,571
======= ========
Projected benefit obligations . . . . . . . . $60,453 $ 53,622
Plan assets at fair market value. . . . . . . . 59,974 48,867
-------- --------
Funded status . . . . . . . . . . . . . . . . . (479) (4,755)
Unrecognized net (gain) loss. . . . . . . . . . (6,901) (2,815)
Unrecognized net asset at transition. . . . . . (79) (54)
Unrecognized prior service cost . . . . . . . . (1,169) (1,282)
-------- --------
Accrued pension costs . . . . . . . . . . . . . $(8,628) $ (8,906)
======== ========
</TABLE>
30
<PAGE>
Assumptions used in determining the projected benefit obligation as of
December 31 were as follows:
<TABLE>
<CAPTION>
1995 1994 1993
------ ------ ------
<S> <C> <C> <C>
Domestic plans
Discount rate 7.25% 8.25% 7.25%
Future compensation increase 4.25% 4.75% 4.5%
Rate of return on plan assets 9.0% 8.0% 8.0%
WIL
Discount rate 7.5% 9.0% 7.0%
Future compensation increase 5.0% 6.5% 5.0%
Rate of return on plan assets 7.5% 9.0% 7.0%
</TABLE>
10. STOCKHOLDERS' EQUITY
The Company has stock option plans (the Plans) which authorize the grant of
non-qualified stock options (NQSOs). The maximum number of common shares
authorized for grant under the Plans is 3,588,000. For substantially all
options granted in connection with the Plans, the option period extends for 11
years from the date of grant with the shares vesting at 20% per year over the
first five years. The option price for such options must be at least equal to
the fair market value of the Company's common stock at the date of grant.
Information regarding the NQSOs is as follows:
<TABLE>
<CAPTION>
Average
Price
Shares Per Share
------ ---------
<S> <C> <C>
Outstanding December 31, 1992. . . . . . . . . . 1,481,735 $19.92
Granted. . . . . . . . . . . . . . . . . . . . 361,000 17.38
Exercised. . . . . . . . . . . . . . . . . . . (54,748) 12.32
Cancelled. . . . . . . . . . . . . . . . . . . (5,590) 20.42
--------- ------
Outstanding December 31, 1993. . . . . . . . . . 1,782,397 19.63
Granted. . . . . . . . . . . . . . . . . . . . 400,900 29.25
Exercised. . . . . . . . . . . . . . . . . . . (235,116) 17.21
Cancelled. . . . . . . . . . . . . . . . . . . (80,550) 22.24
--------- ------
Outstanding December 31, 1994. . . . . . . . . . 1,867,631 21.89
Granted. . . . . . . . . . . . . . . . . . . . 428,000 22.75
Exercised. . . . . . . . . . . . . . . . . . . (89,597) 9.44
Cancelled. . . . . . . . . . . . . . . . . . . (57,560) 23.35
--------- ------
Outstanding December 31, 1995. . . . . . . . . . 2,148,474 $22.54
========= ======
</TABLE>
At December 31, 1995, options for 1,040,301 shares were exercisable and
671,924 shares were available for future option grants.
Approximately 740,000 common shares have been reserved for issuance in
connection with certain of the Company's employee benefit plans (see note 7).
On August 6, 1991, the Board of Directors declared a dividend of one common
stock purchase right (a Right) for each outstanding share of common stock.
Each Right, when exercisable, will entitle the registered holder to purchase
from the Company one share of common stock at an exercise price of $90 per
share (the Purchase Price), subject to certain adjustments. The Rights are
not represented by separate certificates and are only exercisable when a
person or group of affiliated or associated persons acquires or obtains the
right to acquire 20% or more of the Company's outstanding common shares (an
31
<PAGE>
Acquiring Person) or announces a tender or exchange offer that would result in
any person or group beneficially owning 20% or more of the Company's
outstanding common shares. In the event any person becomes an Acquiring
Person, the Rights would give holders the right to buy, for the Purchase
Price, common stock with a market value of twice the Purchase Price. The
Rights expire on August 5, 2001, unless extended by the Board of Directors or
redeemed earlier by the Company at a redemption price of $0.01 per Right.
Although the Rights should not interfere with a business combination
approved by the Board of Directors, they may cause substantial dilution to a
person or group that attempts to acquire the Company on terms not approved by
the Board, except pursuant to an offer conditioned on a substantial number of
Rights being acquired.
11. COMMITMENTS AND CONTINGENCIES
Approximate minimum rental commitments under noncancelable leases
(principally for buildings and equipment) during each of the next five years
and thereafter are as follows: 1996 -- $2,930; 1997 -- $2,746; 1998 --
$2,457; 1999 -- $1,008; 2000 -- $836; and thereafter -- $2,156.
Rent expense for cancelable and noncancelable operating leases was $5,778,
$6,548 and $6,295 for the years ended December 31, 1995, 1994 and 1993,
respectively.
See notes 6 and 8 for information related to outstanding letters of credit
and environmental matters, respectively.
The Company is involved in various claims and legal actions arising in the
ordinary course of business. In the opinion of management, the ultimate
disposition of the matters will not have a material adverse effect, if any, on
the Company's consolidated financial position or results of operations.
12. FINANCIAL INSTRUMENTS
WIL, the Company's Irish fiber subsidiary, utilizes forward foreign
currency contracts to hedge certain of its accounts receivable and accounts
payable denominated in other foreign currencies. The notional amount of such
contracts outstanding at December 31, 1995 and 1994 and the impact on earnings
for contracts closed during 1995, 1994 and 1993 was immaterial.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of foreign currency and
interest rate contracts described above and in notes 2 and 6 and temporary
cash investments and trade accounts receivable. The counterparties to the
off-balance sheet contractual arrangements are a diverse group of major
financial institutions with which the Company also has other financial
relationships. The Company is exposed to credit loss in the event of
nonperformance by these counterparties. However, the Company does not
anticipate nonperformance by the other parties, and no material loss would be
expected from nonperformance by any one of such counterparties. The Company
places its temporary cash investments with high credit quality financial
institutions. Concentration of credit risk with respect to trade accounts
receivable is managed by an in-house professional credit staff or is insured.
The Company performs periodic credit evaluations of its customers' financial
condition and generally does not require collateral.
32
<PAGE>
Fair Value of Financial Instruments
The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments.
Cash and cash equivalents, accounts receivable and accounts payable: The
carrying amounts reported in the consolidated balance sheets approximate their
fair value.
Borrowing arrangements: See note 6.
Forward interest rate swaps: The fair value of interest rate instruments are
the estimated amounts that the Company would receive or pay to terminate the
agreements at the reporting date, taking into account current interest rates
and the current creditworthiness of the counterparties.
Forward foreign currency contracts: The fair value of foreign currency
contracts are estimated by obtaining quotes from brokers.
The following table summarizes the carrying amounts and estimated fair values
of the Company's financial instruments at December 31, 1995 and 1994:
<TABLE>
<CAPTION>
1995 1994
---------------------- ----------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
-------- ----- -------- -----
<S> <C> <C> <C> <C>
Nonderivatives:
Cash and cash equivalents $ 3,893 $ 3,893 $ 21,556 $ 21,556
Accounts receivable 145,572 145,572 119,278 119,278
Accounts payable 89,104 89,104 53,647 53,647
Borrowing arrangements 279,230 289,230 256,531 259,031
Derivatives:
Forward interest rate swaps-
(receive) pay -- 7,200 N/A N/A
Forward foreign currency
contracts -- -- -- --
</TABLE>
13. BUSINESS SEGMENT AND GEOGRAPHIC AREAS
The Company operates in one business segment: principally the manufacture
and sale of polyester products, including Fortrel(R) brand polyester textile
fibers, polyester fibers made from recycled raw materials and PermaClear(TM)
PET packaging resins.
Net sales and operating income for the years ended December 31, 1995, 1994
and 1993 and identifiable assets at the end of each year, classified by the
major geographic areas in which the Company operates, are as follows:
<TABLE>
<CAPTION>
1995 1994 1993
------ ------ ------
Net sales
<S> <C> <C> <C>
U.S. . . . . . . . . . . . . . . . . $ 952,663 $ 824,034 $ 754,882
Europe . . . . . . . . . . . . . . . 156,735 112,099 87,182
---------- ---------- ----------
$1,109,398 $ 936,133 $ 842,064
========== ========== ==========
</TABLE>
33
<PAGE>
<TABLE>
<CAPTION>
Operating income
<S> <C> <C> <C>
U.S. . . . . . . . . . . . . . . . . $ 101,623 $ 103,909 $ 69,305
Europe . . . . . . . . . . . . . . . 31,254 17,832 7,066
---------- ---------- ----------
$ 132,877 $ 121,741 $ 76,371
========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Identifiable assets
<S> <C> <C> <C>
U.S. . . . . . . . . . . . . . . . . $1,011,952 $ 940,957 $ 927,330
Europe . . . . . . . . . . . . . . . 198,721 103,505 87,917
---------- ---------- ----------
$1,210,673 $1,044,462 $1,015,247
========== ========== ==========
</TABLE>
14. QUARTERLY FINANCIAL DATA (UNAUDITED)
Quarterly financial information for the years ended December 31, 1995 and
1994 is summarized as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
March 31, June 30, Sept. 30, Dec. 31, Total
Quarter ended 1995 1995(1) 1995 1995 1995
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net sales $276,066 $293,971 $274,586 $264,775 $1,109,398
Gross profit $62,072 $66,620 $57,759 $36,130 $222,581
Net earnings $22,736 $21,599 $21,134 $8,585 $74,054
Net earnings per
common share $0.67 $0.64 $0.63 $0.26 $2.20
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
March 31, June 30, Sept. 30, Dec. 31, Total
Quarter ended 1994 1994 1994 1994 1994
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net sales $222,577 $229,805 $232,955 $250,796 $936,133
Gross profit $43,883 $53,190 $52,594 $61,592 $211,259
Net earnings $11,290 $16,092 $17,317 $20,101 $64,800
Net earnings per
common share $0.34 $0.48 $0.52 $0.60 $1.94
</TABLE>
(1) Quarterly net earnings reflect a pretax loss of $5,500, which
decreased net earnings by approximately $3,400 ($0.10 per share), related
to the sale of CRInc.
34
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Board of Directors
Wellman, Inc.
We have audited the accompanying consolidated balance sheets of Wellman,
Inc. as of December 31, 1995 and 1994, and the related consolidated statements
of income, stockholders' equity and cash flows for each of the three years in
the period ended December 31, 1995. Our audits also included the financial
statement schedules listed in the Index at Item 8. These consolidated
financial statements and schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements and schedules based on our audits. We did not audit the
financial statements and schedules of a wholly owned subsidiary of the
Company, which statements reflect total assets constituting 9% in 1995 and 8%
in 1994 and total revenues constituting 14% in 1995, 12% in 1994 and 10% in
1993 of the related consolidated totals. Those financial statements and
schedules were audited by other auditors whose report has been furnished to
us, and our opinion, insofar as it relates to data included for such
wholly-owned subsidiary, is based solely on the report of other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management as well as evaluating the overall financial
statement presentation. We believe that our audits and the report of other
auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the report of other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Wellman, Inc. at
December 31, 1995 and 1994, and the consolidated results of its operations and
its cash flows for each of the three years in the period ended December 31,
1995, in conformity with generally accepted accounting principles. Also, in
our opinion, based on our audits and the report of other auditors, the related
financial statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly in all
material respects the information set forth therein.
As discussed in note 1 to the consolidated financial statements, in 1993
the Company changed its method of accounting for recoveries related to
environmental liabilities and its method of valuing certain inventories.
ERNST & YOUNG LLP
Charlotte, North Carolina
February 14, 1996
35
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 1995, 1994 and 1993
(In thousands)
Balance at Charged to Balance
Beginning Costs and at End
Description of Year Expenses Other Deductions of Year
----------- --------- -------- ----- ---------- -------
<S> <C> <C> <C> <S> <C> <S> <C>
Allowance for doubtful
accounts receivable:
Year ended
December 31, 1995 $4,733 $1,391 $1,301(a) $2,090(b) $ 5,335
====== ====== ====== ====== =======
Year ended
December 31, 1994 $4,232 $1,101 $ 155 (a) $ 755(b) $ 4,733
====== ====== ====== ====== =======
Year ended
December 31, 1993 $4,443 $ 702 $ (60)(a) $ 853(b) $ 4,232
====== ====== ====== ====== =======
</TABLE>
(a) Primarily foreign currency translation adjustments, except for 1995 which
includes a purchase accounting adjustment of approximately $1,250 related to
the acquisition discussed in note 2.
(b) Accounts written off.
36
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
- ------- ---------------------------------------------------------------
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
- -------- --------------------------------------------------
"Election of Directors" in the Company's Proxy Statement for the 1996
Annual Meeting of Stockholders to be filed with the Securities and Exchange
Commission on or before April 30, 1996 is hereby incorporated by reference
herein.
Item 11. Executive Compensation
- -------- ----------------------
"Compensation of Directors and Officers" in the Company's Proxy Statement
for the 1996 Annual Meeting of Stockholders to be filed with the Securities
and Exchange Commission on or before April 30, 1996 is hereby incorporated by
reference herein. Such incorporation by reference shall not be deemed to
specifically incorporate by reference the information referred to in Item
402(a)(8) of Regulation S-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- -------- --------------------------------------------------------------
"Introduction" and "Election of Directors" in the Company's Proxy Statement
for the 1996 Annual Meeting of Stockholders to be filed with the Securities
and Exchange Commission on or before April 30, 1996 is hereby incorporated by
reference herein.
Item 13. Certain Relationships and Related Transactions
- -------- ----------------------------------------------
"Compensation of Directors and Officers" in the Company's Proxy Statement
for the 1996 Annual Meeting of Stockholders to be filed with the Securities
and Exchange Commission on or before April 30, 1996 is hereby incorporated by
reference herein.
37
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
- -------- ----------------------------------------------------------------
(a) 1. Financial Statements
--------------------
The consolidated financial statements included in Item 8 are filed as
part of this annual report.
2. Financial Statement Schedules
-----------------------------
The consolidated financial statement schedules included in Item 8 are
filed as part of this annual report.
3. Exhibits
--------
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the registrant has
not filed herewith any instrument with respect to long-term debt
which does not exceed 10% of the total assets of the registrant and
its subsidiaries on a consolidated basis. The registrant hereby
agrees to furnish a copy of any such instrument to the Securities and
Exchange Commission upon request.
Exhibit Number Description
- -------------- -----------
3(a)(1) Restated Certificate of Incorporation (Exhibit 3.1 of the
Company's Registration Statement on Form S-1, File No.
33-13458, refiled as Exhibit 3(a)(1) of the Company's Form 10-K
for the year ended December 31, 1993, incorporated by reference
herein)
3(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, refiled as Exhibit
3(a)(2) of the Company's Form 10-K for the year ended December
31, 1993, incorporated by reference herein)
3(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, refiled as Exhibit
3(a)(3) of the Company's Form 10-K for the year ended December
31, 1993, incorporated by reference herein)
3(a)(4) Certificate of Amendment to Restated Certificate of
Incorporation (Exhibit 3(c)(4) of the Company's Form 10-K for
the year ended December 31, 1993 incorporated by reference
herein)
3(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(a) Loan Agreement dated February 8, 1995 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, 1994 incorporated by reference
herein)
38
<PAGE>
4(b) Credit Facilities dated July 1994 between WIL and Ulster
Investment Bank Limited, Ulster Bank Ltd. and Ulster Bank Group
Treasury Ltd. (Exhibit 4(b) of the Company's Form 10-K for the
year ended December 31, 1994 incorporated by reference herein)
4(c) Credit Facilities dated August 1994 between WIL and Bank of
Ireland Corp. Ltd. (Exhibit 4(c) of the Company's Form 10-K
for the year ended December 31, 1994 incorporated by reference
herein)
4(d) Registration Rights Agreement dated as of August 12, 1985 by
and among the Company, Thomas M. Duff, John L. Dings, Alex
Holder, Calvin Hughes, Frank McGuire and others (Exhibit 4.7 of
the Company's Registration Statement on Form S-1, File No.
33-13458, incorporated by reference herein)
4(e) 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(f) 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(g) 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)
4(h)(1) Rights Agreement dated as of August 6, 1991 between the Company
and First Chicago Trust Company of New York, as Rights Agent
(Exhibit 1 of the Company's Form 8-K dated as of August 6, 1991
incorporated by reference herein)
4(h)(2) Amendment to Rights Agreement dated February 26, 1996 between
the Company and Continental Stock Transfer and Trust Company
(Exhibit 4.1 of the Company's Form 8-K dated February 28, 1996
incorporated by reference herein)
4(i) 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(j) Note Purchase Agreement between the Company and Teachers
Insurance and Annuity Association of America 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(k) 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(l) 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)
39
<PAGE>
Executive Compensation Plans and Arrangements
---------------------------------------------
10(a) Wellman, Inc. 1985 Amended and Restated Incentive Stock Option
Plan (Exhibit 4 of the Company's Registration Statement on Form
S-8/S-3, File No. 33-54077, incorporated by reference herein)
10(b)(1) Employment Agreement dated as of January 1, 1990 between the
Company and Thomas M. Duff (Exhibit 10(b)(1) of the Company's
Form 10-K for the year ended December 31, 1994 incorporated by
reference herein)
10(b)(2) Second Amendment to Employment Agreement dated as of January 1,
1995 between the Company and Thomas M. Duff (Exhibit 10(b)(2)
of the Company's Form 10-K for the year ended December 31, 1994
incorporated by reference herein)
10(c) Employment Agreement dated as of December 1, 1994 between the
Company and Clifford J. Christenson (Exhibit 10(c) of the
Company's Form 10-K for the year ended December 31, 1994
incorporated by reference herein)
10(d) Service Agreement dated as of June 26, 1991 between Wellman
International Investments Limited and Charles William Beckwith
(Exhibit 10(g) of the Company's Form 10-K for the year ended
December 31, 1991 incorporated by reference herein)
10(e) Employment Agreement dated as of December 1, 1994 between the
Company and Keith R. Phillips (Exhibit 10(e) of the Company's
Form 10-K for the year ended December 31, 1994 incorporated by
reference herein)
10(f) Employment Agreement dated as of December 1, 1994 between the
Company and James P. Casey (Exhibit 10(f) of the Company's Form
10-K for the year ended December 31, 1994 incorporated by
reference herein)
10(g) Employment Agreement dated as of December 1, 1994 between the
Company and Paul D. Apostol (Exhibit 10(g) of the Company's
Form 10-K for the year ended December 31, 1994 incorporated by
reference herein)
10(h) Employment Agreement dated as of January 1, 1996 between the
Company and Mark Tashjian
10(i) Directors Stock Option Plan dated as of December 2, 1991
(Exhibit 4(a) of the Company's Registration Statement on Form
S-8, File No. 33-44822, incorporated by reference herein)
10(j) Management Incentive Compensation Plan (Exhibit 10(h) of the
Company's Form 10-K for the year ended December 31, 1993
incorporated by reference herein)
10(k) Summary of Executive Life Insurance Plan (Exhibit 10.22 of the
Company's Registration Statement on Form S-1, File No.
33-13458, incorporated by reference herein)
10(l) Description of Directors' Restricted Stock Plan (Exhibit 10(k)
of the Company's Form 10-K for the year ended December 31, 1994
incorporated by reference herein)
40
<PAGE>
10(m) Directors Deferred Compensation Plan (Exhibit 10(l) of the
Company's Form 10-K for the year ended December 31, 1994
incorporated by reference herein)
10(n) Amended and Restated Directors' Retirement Plan (Exhibit 10(m)
of the Company's Form 10-K for the year ended December 31, 1994
incorporated by reference herein)
10(o) Executive Retirement Restoration Plan (Exhibit 10(n) of the
Company's Form 10-K for the year ended December 31, 1994
incorporated by reference herein)
Other Material Agreements
-------------------------
10(p) Environmental Agreement dated as of August 8, 1985, by and
among the Company, Arthur O. Wellman, Jr., and Edward R. Sacks
(Exhibit 10.12 of the Company's Registration Statement on Form
S-1, File No. 33-13458, incorporated by reference herein)
10(q) Post-Closing Escrow Agreement dated August 12, 1985 by and
among the Company, Arthur O. Wellman, Jr., Edward R. Sacks and
certain other parties (Exhibit 10.2 of the Company's
Registration Statement on Form S-1, File No. 33-13458,
incorporated by reference herein)
10(r) Letter Agreement, relating to certain environmental matters,
dated August 17, 1987, by and among Fiber Industries, Inc.
(FI), Hoechst Celanese Corp. (HCC) and Celanese Fibers Inc.
(Celanese) (Exhibit 10.3 of FI's Registration Statement on Form
S-1, File No. 33-20626, incorporated herein by reference)
10(s) Trademark Assignment and License, dated January 28, 1988, by
and among FI, HCC and Celanese (Exhibit 10.14 of FI's
Registration Statement on Form S-1, File No. 33-20626,
incorporated herein by reference)
21 Subsidiaries
23(a) Consent of Ernst & Young LLP
23(b) Consent of KPMG
28(a) Report of KPMG
(b) Reports on Form 8-K
-------------------
None.
41
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on March 26,
1996.
WELLMAN, INC.
By /s/ Thomas M. Duff
------------------------------
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities indicated on March 26, 1996.
Signatures Title
---------- -----
/s/ Thomas M. Duff
- -------------------------- President, Chief Executive Officer and
Thomas M. Duff Director (Principal Executive Officer)
/s/ Keith R. Phillips
- -------------------------- Vice President, Chief Financial Officer and
Keith R. Phillips Treasurer (Principal Financial Officer)
/s/ Mark J. Rosenblum
- -------------------------- Vice President, Controller
Mark J. Rosenblum (Principal Accounting Officer)
/s/ James B. Baker
- -------------------------- Director
James B. Baker
/s/ C. William Beckwith Director
- --------------------------
C. William Beckwith
/s/ Clifford J. Christenson Director
- --------------------------
Clifford J. Christenson
/s/ Peter H. Conze Director
- --------------------------
Peter H. Conze
/s/ Allan R. Dragone Director
- --------------------------
Allan R. Dragone
/s/ Richard F. Heitmiller Director
- --------------------------
Richard F. Heitmiller
/s/ Jonathan M. Nelson Director
- -------------------------
Jonathan M. Nelson
/s/ James E. Rogers Director
- -------------------------
James E. Rogers
42
<PAGE>
- ------------------------- Director
Raymond C. Tower
/s/ Roger A. Vandenberg
- ------------------------- Director
Roger A. Vandenberg
43
EXHIBIT 10(h)
EMPLOYMENT AGREEMENT
AGREEMENT by and between WELLMAN, INC., a Delaware corporation (the
"Company"), and Mark Tashjian (the "Executive"), dated as of the 1st day of
January, 1996.
The Board of Directors of the Company (the "Board") has determined that it
is in the best interests of the Company and its shareholders to assure that
the Company will have the continued service and dedication of the Executive.
In addition, the Board believes it is imperative to diminish the inevitable
distraction of the Executive by virtue of the personal uncertainties and risks
created by a pending or threatened Change of Control and to encourage the
Executive's full attention and dedication to the Company currently and in
the event of any threatened or pending Change of Control, and to provide the
Executive with compensation and benefits arrangements currently and upon a
Change of Control which ensure that the compensation and benefits expectations
of the Executive will be satisfied and which are competitive with those of
other corporations. The Board of Directors also believes that the autonomy,
authority and responsibility possessed by the Executive is a significant
attribute of his employment and a Change of Control would be likely to
significantly diminish the attractiveness to Executive of employment by the
Company, and has determined to allow Executive to chose whether to continue in
the employ of the Company upon a Change of Control. Therefore, in order to
accomplish these objectives, the Board has caused the Company to enter into
this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Certain Definitions. (a) The "Effective Date" shall be the first date
during the "Employment Period" (as defined in Section 1(b)) on which a Change
of Control occurs. Anything in this Agreement to the contrary
notwithstanding, if the Executive's employment with the Company is terminated
or the Executive ceases to be an officer of the Company prior to the date on
which a Change of Control occurs, and it is reasonably demonstrated that such
termination of employment (1) was at the request of a third party who has
taken steps reasonably calculated to effect the Change of Control or (2)
otherwise arose in connection with or anticipation of the Change of Control,
then for all purposes of this Agreement the "Effective Date" shall mean the
date immediately prior to the date of such termination of employment.
(b) The "Employment Period" is the period commencing on the date hereof
and ending on the earlier of the third anniversary hereof or the Date of
Termination (as defined in Section 4(f); provided, however, that if the Date
of Termination has not yet occurred, commencing on the third anniversary
hereof and on each annual anniversary of such date (such date and each annual
anniversary thereof is hereinafter referred to as a "Renewal Date"), the
Employment Period will be extended so as to terminate three years from such
Renewal Date unless either party shall have delivered to the other a Notice of
Termination (as defined in Section 4(e)). Notwithstanding the foregoing,
unless the Employment Period has already terminated, the Employment Period
shall be automatically extended upon a Change of Control so as to terminate
three years from the Effective Date (such three year period of the Employment
Period being hereinafter referred to as the "Change of Control Employment
Period").
(c) "Change of Control". For the purpose of this Agreement, a "Change of
Control" shall mean:
(i) There shall have occurred a change in control which the Company
would be required to report in response to Item 1 of Form 8-K promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
1
<PAGE>
if such regulation is no longer in effect, any regulations promulgated by the
Securities and Exchange Commission pursuant to the Exchange Act which are
intended to serve similar purposes;
(ii) The acquisition, other than from the Company, by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either the then
outstanding shares of common stock of the Company (the "Outstanding Company
Common Stock") or the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the "Company Voting Securities"), provided, however, that any
acquisition by the Company or its subsidiaries, or any employee benefit plan
(or related trust) of the Company or its subsidiaries, or any corporation with
respect to which, following such acquisition, more than 50% of, respectively,
the then outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Company Voting Securities immediately
prior to such acquisition in substantially the same proportion as their
ownership, immediately prior to such acquisition, of the Outstanding Company
Common Stock and Company Voting Securities, as the case may be, shall not
constitute a Change of Control; or
(iii) Individuals who, as of January 1, 1994, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of
the Board, provided that any individual becoming a director subsequent to
January 1, 1994 whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to the
election of the Directors of the Company (as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act); or
(iv) Approval by the stockholders of the Company of (x) a
reorganization, merger or consolidation, in each case, with respect to which
all or substantially all of the individuals and entities who were the
respective beneficial owners of the Outstanding Company Common Stock and
Company Voting Securities immediately prior to such reorganization, merger or
consolidation do not, following such reorganization, merger or consolidation,
beneficially own, directly or indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election
of directors, as the case may be, of the corporation resulting from such
reorganization, merger or consolidation, or (y) a complete liquidation or
dissolution of the Company, or (z) the sale or other disposition of all or
substantially all of the assets of the Company.
(v) Anything in this Agreement to the contrary notwithstanding, if an
event that would, but for this paragraph, constitute a Change of Control
results from or arises out of a purchase or other acquisition of the Company,
directly or indirectly, by a corporation or other entity in which the
Executive has a direct or indirect equity interest, such event shall not
constitute a Change of Control; provided, however, that the limitation
contained in this sentence shall not apply to any direct or indirect equity
interest in a corporation or other entity (1) which equity interest is part of
a class of equity interests which are publicly traded on any securities
exchange or other market system, (2) received by the Executive, without the
Executive's concurrence or consent, as a result of a purchase or other
acquisition of the Company by such corporation or other entity, or (3)
received by the Executive, without the Executive's concurrence or consent, in
2
<PAGE>
connection with a purchase or other acquisition of the Company by such
corporation or other entity in respect of any stock options or performance
awards granted to the Executive by the Company.
2. Employment Period. The Company hereby agrees to continue the Executive
in its employ, and the Executive hereby agrees to remain in the employ of the
Company during the Employment Period, in each case subject to the terms and
conditions of this Agreement.
3. Terms of Employment. (a) Position and Duties. (i) During the
Employment Period, the Company agrees to employ the Executive as Executive
Vice President, or in such other capacity as the Company may designate,
provided that during the Change of Control Employment Period, (A) the
Executive's position (including status, offices, titles and reporting
requirements), authority, duties and responsibilities shall be at least
commensurate in all material respects with the most significant of those held,
exercised and assigned at any time during the 90-day period immediately
preceding the Effective Date and (B) the Executive's services shall be
performed at the location where the Executive was employed immediately
preceding the Effective Date or any office or location less than 35 miles from
such location and in no event shall Executive be required to travel outside
such location more often than 45 days in any calendar year.
(ii) During the Employment Period, and excluding any periods of
vacation and sick leave to which the Executive is entitled, the Executive
agrees to devote reasonable attention and time during normal business hours to
the business and affairs of the Company and to use the Executive's reasonable
best efforts to perform faithfully and efficiently such responsibilities.
During the Change of Control Employment Period it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate, civic or
charitable boards or committees, (B) deliver lectures, fulfill speaking
engagements or teach at educational institutions, and (C) manage personal
investments, so long as such activities do not significantly interfere with
the performance of the Executive's responsibilities as an employee of the
Company in accordance with this Agreement. It is expressly understood and
agreed that to the extent that any such activities have been conducted by the
Executive prior to the Effective Date, the continued conduct of such
activities (or the conduct of activities similar in nature and scope thereto)
subsequent to the Effective Date shall not thereafter be deemed to interfere
with the performance of the Executive's responsibilities to the Company.
(b) Compensation. (i) Base Salary. During the Employment Period, the
Executive shall receive an annual base salary ("Annual Base Salary") in an
amount determined annually by the Compensation Committee of the Board of
Directors of the Company. The Annual Base Salary shall be payable no less
frequently than monthly.
(ii) Management Incentive Compensation Plan. In addition to Annual
Base Salary, during each year of the Employment Period, the Executive shall be
designated as a participant in the Company's Management Incentive Compensation
Plan (the "Bonus Plan") and, subject to meeting the criteria of the Bonus
Plan, shall receive the bonus award provided for therein (the "Annual Award").
(iii) Annual Bonus. In addition to Annual Base Salary, the
Executive shall be awarded, for each fiscal year during the Change of Control
Employment Period, an annual bonus (the "Annual Bonus") in cash at least equal
to (x) the average annualized (for any fiscal year consisting of less than
twelve full months or with respect to which the Executive has been employed by
the Company for less than twelve full months) bonus (the "Recent Annual
Bonus") paid or payable to the Executive by the Company and its affiliated
companies in respect of the two fiscal years immediately preceding the fiscal
year in which the Effective Date occurs less (y) the Annual Award actually
paid to the Executive with respect to the current fiscal year under the Bonus
Plan. Each such Annual Bonus shall be paid not later than the end of the
third month of the fiscal year next following the fiscal year for which the
Annual Bonus is awarded, unless the Executive shall elect to defer the receipt
of such Annual Bonus.
3
<PAGE>
(iv) Incentive, Savings and Retirement Plans. In addition to Annual
Base Salary, the Annual Award and Annual Bonus payable as hereinabove
provided, the Executive shall be eligible to participate during the Employment
Period in all incentive, savings and retirement plans, practices, policies and
programs applicable to other peer executives of the Company and its affiliated
companies, but in no event shall such plans, practices, policies and programs
provide the Executive during the Change of Control Employment Period with
incentive, savings and retirement benefits opportunities, in each case, less
favorable, in the aggregate, than the most favorable of those provided by the
Company and its affiliated companies for the Executive under such plans,
practices, policies and programs as in effect at any time during the 90-day
period immediately preceding the Effective Date.
(v) Welfare Benefit Plans. During the Employment Period, the
Executive and/or the Executive's family, as the case may be, shall be eligible
for participation in and shall receive all benefits under welfare benefit
plans, practices, policies and programs provided by the Company and its
affiliated companies (including, without limitation, medical, prescription,
dental, disability, salary continuance, employee life, group life, accidental
death and travel accident insurance plans and programs) and applicable to
other peer executives of the Company and its affiliated companies, but in no
event shall such plans, practices, policies and programs provide benefits
during the Change of Control Employment Period which are less favorable, in
the aggregate, than the most favorable of such plans, practices, policies and
programs in effect at any time during the 90-day period immediately preceding
the Effective Date.
(vi) Expenses. During the Employment Period, the Executive shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred
by the Executive provided that during the Change of Control Employment Period
such reimbursement shall be in accordance with the most favorable policies,
practices and procedures of the Company and its affiliated companies in effect
at any time during the 90-day period immediately preceding the Effective Date
or, if more favorable to the Executive, as in effect at any time thereafter
with respect to other peer executives of the Company and its affiliated
companies.
(vii) Fringe Benefits. During the Change of Control Employment
Period, the Executive shall be entitled to fringe benefits in accordance with
the most favorable plans, practices, programs and policies of the Company and
its affiliated companies in effect at any time during the 90-day period
immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect at any time thereafter with respect to other peer
executives of the Company and its affiliated companies.
(viii) Office and Support Staff. During the Change of Control
Employment Period, the Executive shall be entitled to an office or offices of
a size and with furnishings and other appointments, and to exclusive personal
secretarial and other assistance, at least equal to the most favorable of the
foregoing provided to the Executive by the Company and its affiliated
companies at any time during the 90-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as provided at any time
thereafter with respect to other peer executives of the Company and its
affiliated companies.
(ix) Vacation. During the Change of Control Employment Period, the
Executive shall be entitled to paid vacation in accordance with the most
favorable plan, policies, programs and practices of the Company and its
affiliated companies as in effect at any time during the 90-day period
immediately preceding the Effective Date or, if more favorable to the
Executive, as provided at any time thereafter with respect to other peer
incentives of the Company and its affiliated companies.
(x) Perquisites. During the Employment Period the Company also will
furnish the Executive without cost to him, (i) a Company owned or leased
full-sized luxury automobile not more than three years old, and (ii) an annual
examination of the Executive by a physician selected in accordance with the
4
<PAGE>
Company's current policy, to the extent costs and expenses of the Executive to
be reimbursed are properly documented for federal income taxation purposes to
preserve any deduction for such reimbursement to which the Company may be
entitled.
4. Termination of Employment. (a) Prior to Effective Date. At any time
prior to the Effective Date, the Executive's employment may be terminated for
any reason, with or without cause, by the Company or by the Executive by
delivery of a Notice of Termination (as defined below) to the other party
hereto given in accordance with Section 11(b) of this Agreement.
(b) Death or Disability. The Executive's employment shall terminate
automatically upon the Executive's death during the Employment Period. If the
Company determines in good faith that the Disability of the Executive has
occurred during the Employment Period (pursuant to the definition of
"Disability" set forth below), it may give to the Executive written notice
in accordance with Section 11(b) of this Agreement of its intention to
terminate the Executive's employment. In such event, the Executive's
employment with the Company shall terminate effective on the 30th day after
receipt of such notice by the Executive (the "Disability Effective Date"),
provided that, within the 30 days after such receipt, the Executive shall not
have returned to full-time performance of the Executive's duties. For
purposes of this Agreement, "Disability" means the absence of the Executive
from the Executive's duties with the Company on a full-time basis for 180
consecutive business days as a result of incapacity due to mental or physical
illness which is determined to be total and permanent by a physician selected
by the Company or its insurers and acceptable to the Executive or the
Executive's legal representative (such agreement as to acceptability not to be
withheld unreasonably).
(c) Cause. The Company may terminate the Executive's employment during
the Change of Control Employment Period for "Cause". For purposes of this
Agreement, "Cause" means (i) an act or acts of personal dishonesty taken by
the Executive and intended to result in substantial personal enrichment of the
Executive at the expense of the Company, (ii) repeated violations by the
Executive of the Executive's obligations under Section 3(a) of this Agreement
which are demonstrably willful and deliberate on the Executive's part and
which are not remedied in a reasonable period of time after receipt of written
notice from the Company, or (iii) the conviction of the Executive of a felony
involving moral turpitude.
(d) Good Reason. The Executive's employment may be terminated by the
Executive during the Change of Control Employment Period for Good Reason. For
purposes of this Agreement, "Good Reason" means (i) a Change of Control and/or
(ii) if Executive shall elect to remain in the employ of the Company during
the Change of Control Employment Period, the occurrence of any one or more of
the following during the Change of Control Employment Period:
A. the assignment to the Executive of any duties inconsistent in
any respect with the Executive's position (including status, offices,
titles and reporting requirements), authority, duties or
responsibilities as contemplated by Section 3(a)(i)(A) of this
Agreement, or any other action by the Company which results in a
diminition in such position, authority, duties or responsibilities,
excluding for this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith and which is remedied by the
Company promptly after receipt of notice thereof given by the
Executive;
B. any failure by the Company to comply with any of the provisions
of Section 3(b) of this Agreement, other than an isolated,
insubstantial and inadvertent failure not occurring in bad faith and
which is remedied by the Company promptly after receipt of notice
thereof given by the Executive;
C. the Company's requiring the Executive to be based at any office
or location other than that described in Section 3(a)(i)(B) hereof;
5
<PAGE>
D. any purported termination by the Company of the Executive's
employment otherwise than as expressly permitted by this Agreement; or
E. any failure by the Company to comply with and satisfy Section
10(c) of this Agreement.
The Company acknowledges and agrees that a material inducement to Executive
in entering into this Agreement was the right of Executive to determine
whether to continue in the employ of the Company upon a Change of Control or
terminate such employment and receive the monetary payments and other benefits
provided for in Section 5(e).
(e) Notice of Termination. Any termination by the Company or by the
Executive shall be communicated by Notice of Termination to the other party
hereto given in accordance with Section 11(b) of this Agreement. For purposes
of this Agreement, a "Notice of Termination" means a written notice which (i)
if the Date of Termination (as defined below) is other than the date of
receipt of such notice, specifies the termination date (which date shall be
not more than thirty days after the giving of such notice), and (ii) if the
Date of Termination is on or after the Effective Date, indicates the specific
termination provision in this Agreement relied upon and sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under such provision. The failure
by the Executive to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Good Reason shall not waive any
right of the Executive hereunder or preclude the Executive from asserting such
fact or circumstance in enforcing the Executive's rights hereunder.
(f) Date of Termination. "Date of Termination" means the date of
receipt of the Notice of Termination or any later date specified therein, as
the case may be; provided, however, that (i) if the Executive's employment is
terminated by the Company other than for death or Disability, the Date of
Termination shall be the date on which the Company notifies the Executive of
such termination, and (ii) if the Executive's employment is terminated by
reason of death or Disability, the Date of Termination shall be the date of
death of the Executive or the Disability Effective Date, as the case may be.
5. Obligations of the Company upon Termination.
(a) Death. If the Executive's employment is terminated by reason of
the Executive's death during the Employment Period, this Agreement shall
terminate without further obligations to the Executive's legal representatives
under this Agreement, provided that if the Executive's death occurs during the
Change of Control Employment Period, the Company shall have the following
obligations: (i) the Executive's Annual Base Salary through the Date of
Termination to the extent not theretofore paid, (ii) the product of the
greater of the Annual Bonus paid or payable (and annualized for any fiscal
year consisting of less than twelve full months or for which the Executive has
been employed for less than twelve full months) to the Executive for the most
recently completed fiscal year during the Employment Period, if any, and the
Recent Annual Bonus (such greater amount hereafter referred to as the "Highest
Annual Bonus") and a fraction, the numerator of which is the number of days in
the current fiscal year through the Date of Termination, and the denominator
of which is 365 and (iii) any compensation previously deferred by the
Executive (together with any accrued interest thereon) and not yet paid by the
Company (the amounts described in paragraphs (i), (ii) and (iii) are hereafter
referred to as "Accrued Obligations"). All Accrued Obligations, as well as
any amounts (the "SERP Amounts") payable to the Executive pursuant to the
Wellman, Inc. Executive Restoration Plan (the "Plan"), shall be paid to the
Executive's estate or beneficiary, as applicable, in a lump sum in cash within
30 days of the Date of Termination. Anything in this Agreement to the
contrary notwithstanding, if the Executive's death occurs during the Change of
Control Employment Period, the Executive's family shall be entitled to receive
benefits at least equal to the most favorable benefits provided by the Company
and any of its affiliated companies to surviving families of peer executives
of the Company and such affiliated companies under such plans, programs,
6
<PAGE>
practices and policies relating to family death benefits, if any, as in effect
with respect to other peer executives and their families at any time during
the 90-day period immediately preceding the Effective Date or, if more
favorable to the Executive and/or the Executive's family, as in effect on the
date of the Executive's death with respect to other peer executives of the
Company and its affiliated companies and their families.
(b) Disability. If the Executive's employment is terminated by
reason of the Executive's Disability during the Employment Period, this
Agreement shall terminate without further obligations to the Executive, other
than for Accrued Obligations. All Accrued Obligations, and all SERP Amounts
if the Disability Effective Date occurs during the Change of Control
Employment Period, shall be paid to the Executive in a lump sum in cash within
30 days of the Date of Termination. Anything in this Agreement to the
contrary notwithstanding, if the Disability Effective Date occurs during the
Change of Control Employment Period, the Executive shall be entitled after the
Disability Effective Date to receive disability and other benefits at least
equal to the most favorable of those provided by the Company and its
affiliated companies to disabled executives and/or their families in
accordance with such plans, programs, practices and policies relating to
disability, if any, as in effect with respect to other peer executives and
their families at any time during the 90-day period immediately preceding the
Effective Date or, if more favorable to the Executive and/or the Executive's
family, as in effect at any time thereafter with respect to other peer
executives of the Company and its affiliated companies and their families.
(c) Termination during Change of Control Employment Period for Cause
or Other than for Good Reason. If the Executive's employment shall be
terminated for Cause during the Change of Control Employment Period, this
Agreement shall terminate without further obligations to the Executive other
than the obligation to pay to the Executive the Annual Base Salary through the
Date of Termination plus the amount of any compensation previously deferred by
the Executive, in each case to the extent theretofore unpaid. If the
Executive terminates employment during the Change of Control Employment Period
other than for Good Reason, this Agreement shall terminate without further
obligations to the Executive, other than for Accrued Obligations. In such
case, all Accrued Obligations and all SERP Amounts shall be paid to the
Executive in a lump sum in cash within 30 days of the Date of Termination.
(d) Termination Other than for Death or Disability Prior to the
Effective Date. If the Executive's employment shall be terminated during the
Employment Period but prior to the Effective Date, this Agreement shall
terminate without further obligations to the Executive, other than for Accrued
Obligations. In such case, all Accrued Obligations shall be paid to the
executive in a lump sum in cash within 30 days of the Date of Termination.
(e) Termination During Change of Control Employment Period for Good
Reason. If the Executive shall terminate his employment during the Change of
Control Employment Period for Good Reason or if the Company shall terminate
the Executive's employment during the Change of Control Employment Period
other than for Cause or Disability:
(i) the Company shall pay to the Executive in a lump sum in cash
within 30 days after the Date of Termination all Accrued Obligations
and all SERP Amounts, provided that notwithstanding the terms of the
Plan, 100% of the Company Contribution Credit Account (as defined
therein) shall be deemed vested;
(ii) the Company shall pay to the Executive as severance pay
within 30 days after the Date of Termination an amount equal to the
product of (x) 3 and (y) the sum of (i) Annual Base Salary and (ii) the
Highest Annual Bonus; and
(iii) from the Date of Termination through the end of the Change
of Control Employment Period, or such longer period as any plan,
program, practice or policy may provide, the Company shall continue
benefits to the Executive and/or the Executive's family at least equal
to those which would have been provided to them in accordance with the
7
<PAGE>
plans, programs, practices and policies described in Section 3(b)(v) of
this Agreement if the Executive's employment had not been terminated in
accordance with the most favorable plans, practices, programs or
policies of the Company and its affiliated companies applicable to
other peer executives and their families during the 90-day period
immediately preceding the Effective Date, or, if more favorable to the
Executive, as in effect at any time thereafter with respect to other
peer executives of the Company and its affiliated companies and their
families. For purposes of determining eligibility of the Executive for
retiree benefits pursuant to such plans, practices, programs and
policies, the Executive shall be considered to have remained employed
until the end of the Change of Control Employment Period and to have
retired on the last day of such period.
6. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any benefit,
bonus, incentive or other plans, programs, policies or practices provided by
the Company or any of its affiliated companies and for which the Executive may
qualify, nor shall anything herein limit or otherwise affect such rights as
the Executive may have under any other agreements with the Company or any of
its affiliated companies. Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan, policy, practice or
program of the Company or any of its affiliated companies at or subsequent to
the Date of Termination shall be payable in accordance with such plan, policy,
practice or program except as explicitly modified by this Agreement.
7. Full Settlement. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others. In no event shall the Executive be obligated to seek
other employment or take any other action by way of mitigation of the amounts
payable to the Executive under any of the provisions of this Agreement and
amounts payable to Executive from any other employment or source shall not
reduce the amounts payable to Executive hereunder. The Company agrees to pay,
to the full extent permitted by law, all legal fees and expenses which the
Executive may reasonably incur as a result of any contest (regardless of the
outcome thereof) by the Company or others of the validity or enforceability
of, or liability under, any provision of this Agreement or any guarantee of
performance thereof (including as a result of any contest by the Executive
about the amount of any payment pursuant to Section 8 of this Agreement), plus
in each case interest at the applicable Federal rate provided for in Section
7872(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code").
8. Certain Additional Payments by the Company.
(a) Anything in this Agreement to the contrary notwithstanding, in the
event it shall be determined that any payment or distribution by the Company
to or for the benefit of the Executive, whether paid or payable or distributed
or distributable pursuant to the terms of this Agreement or otherwise (a
"Payment"), would be subject to the excise tax imposed by Section 4999 of the
Code or any interest or penalties are incurred by the Executive with respect
to such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the "Excise Tax"), then
the Executive shall be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that after payment by the Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes and Excise Tax imposed upon
the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments.
(b) Subject to the provisions of Section 8(c), all determinations
required to be made under this Section 8, including whether a Gross-Up Payment
is required and the amount of such Gross-Up Payment, shall be made by Ernst &
Young (the "Accounting Firm") which shall provide detailed supporting
calculations both to the Company and the Executive within fifteen business
8
<PAGE>
days of the Date of Termination, if applicable, or such earlier time as is
requested by the Company. All fees and expenses of the Accounting Firm shall
be borne solely by the Company. The initial Gross-Up Payment, if any, as
determined pursuant to this Section 8(b), shall be paid to the Executive
within five days of the receipt of the Accounting Firm's determination. If
the Accounting Firm determines that no Excise Tax is payable by the Executive,
it shall furnish the Executive with an opinion that failure to report the
Excise Tax on the Executive's applicable federal income tax return would not
result in the imposition of a negligence or similar penalty. Any
determination by the Accounting Firm shall be binding upon the Company and the
Executive. As a result of the uncertainty in the application of Section 4999
of the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Gross-Up Payments which will not have been made
by the Company should have been made ("Underpayment"), consistent with the
calculations required to be made hereunder. In the event that the Company
exhausts its remedies pursuant to Section 8(c) and the Executive thereafter is
required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit of
the Executive.
(c) The Executive shall notify the Company in writing of any claim by
the Internal Revenue Service that, if successful, would require the payment by
the Company of the Gross-Up Payment. Such notification shall be given as soon
as practicable but not later than twenty business days after the Executive
knows of such claim and shall apprise the Company of the nature of such claim
and the date on which such claim is requested to be paid. The Executive shall
not pay such claim prior to the expiration of the 30-day period following the
date on which it gives such notice to the Company (or such shorter period
ending on the date that any payment of taxes with respect to such claim is
due). If the Company notifies the Executive in writing prior to the
expiration of such period that it desires to contest such claim, the Executive
shall:
(i) give the Company any information reasonably requested by the
Company relating to such claim;
(ii) take such action in connection with contesting such claim as
the Company shall reasonably request in writing from time to time,
including, without limitation, accepting legal representation with
respect to such claim by an attorney reasonably selected by the Company;
(iii) cooperate with the Company in good faith in order effectively
to contest such claim;
(iv) permit the Company to participate in any proceedings relating
to such claim;
provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax, including interest and
penalties with respect thereto, imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions
of this Section 8(c), the Company shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or forgo any
and all administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and may, at its sole option, either
direct the Executive to pay the tax claimed and sue for a refund or contest
the claim in any permissible manner, and the Executive agrees to prosecute
such contest to a determination before any administrative tribunal, in a court
of initial jurisdiction and in one or more appellate courts, as the Company
shall determine; provided, however, that if the Company directs the Executive
to pay such claim and sue for a refund, the Company shall advance the amount
of such payment to the Executive, on an interest-free basis, and shall
indemnify and hold the Executive harmless, on an after-tax basis, from any
Excise Tax or income tax, including interest or penalties with respect
9
<PAGE>
thereto, imposed with respect to such advance or with respect to any imputed
income with respect to such advance; and further provided that any extension
of the statute of limitations relating to payment of taxes for the taxable
year of the Executive with respect to which such contested amount is claimed
to be due is limited solely to such contested amount. Furthermore, the
Company's control of the contest shall be limited to issues with respect to
which a Gross-Up Payment would be payable hereunder and the Executive shall be
entitled to settle or contest, as the case may be, any other issue raised by
the Internal Revenue Service or any other taxing authority.
(d) If, after the receipt by the Executive of an amount advanced by the
Company pursuant to Section 8(c), the Executive becomes entitled to receive
any refund with respect to such claim, the Executive shall (subject to the
Company's complying with the requirements of Section 8(c)) promptly pay to the
Company the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto). If, after the receipt by the
Executive of an amount advanced by the Company pursuant to Section 8(c), a
determination is made that the Executive shall not be entitled to any refund
with respect to such claim and the Company does not notify the Executive in
writing of its intent to contest such denial of refund prior to the expiration
of 30 days after such determination, then such advance shall be forgiven and
shall not be required to be repaid and the amount of such advance shall
offset, to the extent thereof, the amount of Gross-Up Payment required to be
paid.
9. Confidential Information. The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its
affiliated companies, and their respective businesses, which shall have been
obtained by the Executive during the Executive's employment by the Company or
any of its affiliated companies and which shall not be or become public
knowledge (other than by acts by the Executive or representatives of the
Executive in violation of this Agreement). After termination of the
Executive's employment with the Company, the Executive shall not, without the
prior written consent of the Company, communicate or divulge any such
information, knowledge or data to anyone other than the Company and those
designated by it. In no event shall an asserted violation of the provisions
of this Section 9 constitute a basis for deferring or withholding any amounts
otherwise payable to the Executive under this Agreement during or with respect
to the Change of Control Employment Period.
10. Successors. (a) This Agreement is personal to the Executive and
without the prior written consent of the Company shall not be assignable by
the Executive otherwise than by will or the laws of descent and distribution.
This Agreement shall inure to the benefit of and be enforceable by the
Executive's legal representatives.
(b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.
(c) The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all
of the business and/or assets of the Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
As used in this Agreement, "Company" shall mean the Company as hereinbefore
defined and any successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of law, or
otherwise.
11. Miscellaneous. (a) This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware, without reference to
principles of conflict of laws. The captions of this Agreement are not part
of the provisions hereof and shall have no force or effect. This Agreement
may not be amended or modified otherwise than by a written agreement executed
by the parties hereto or their respective successors and legal
representatives.
10
<PAGE>
(b) All notices and other communications hereunder shall be in writing
and shall be given by hand delivery to the other party, or by Federal Express,
Express Mail or other overnight courier service, or by registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive:
Mark Tashjian
176 West 86 Street, Apt. 4A
New York, New York 10024
If to the Company:
The Compensation Committee
of the Board of Directors of Wellman, Inc.
c/o Wellman, Inc.
1040 Broad Street
Shrewsbury, NJ 07702
with a copy to:
David K. Duffell, Esq.
c/o Edwards & Angell
2700 Hospital Trust Tower
Providence, RI 02903
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
(c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
(d) The Company may withhold from any amounts payable under this
Agreement such Federal, state or local taxes as shall be required to be
withheld pursuant to any applicable law or regulation.
(e) The Executive's failure to insist upon strict compliance with any
provision hereof shall not be deemed to be a waiver of such provision or any
other provision thereof.
(f) This Agreement contains the entire understanding of the Company and
the Executive with respect to the subject matter hereof.
IN WITNESS WHEREOF, the Executive has hereunto set his hand and, pursuant
to the authorization from its Board of Directors, the Company has caused these
presents to be executed in its name on its behalf, all as of the day and year
first above written.
--------------------------------
Mark Tashjian
WELLMAN, INC.
By
Thomas M. Duff
President
11
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statements
(Form S-8, Nos. 33-17196, 33-44822, 33-44877, 33-44876, 33-22459, 33-38491,
33-54075, 33-54079, 33-54077 and Form S-3, No. 33-36001) pertaining to
various stock option and employee savings plans of Wellman, Inc. of our
report dated February 14, 1996, with respect to the consolidated financial
statements and financial statement schedules included in this Annual Report
(Form 10-K) of Wellman, Inc.
Ernst & Young LLP
Charlotte, North Carolina
March 25, 1996
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statements
(Form S-8, Nos. 33-17196, 33-44822, 33-44877, 33-44876, 33-22459, 33-38491,
33-54075, 33-54079, 33-54077 and Form S-3, No. 33-36001) pertaining to
various stock option and employee savings plans of Wellman, Inc. of our
report dated 18 January 1996, with respect to the consolidated financial
statements of Wellman International Limited and subsidiary at 31 December
1995 and 1994, and for each of the three years in the period ended 31
December 1995, included in this Annual Report (Form 10-K) of Wellman, Inc.
KPMG
Chartered Accountants
Registered Auditors
Dublin, Ireland
25 March 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
ART. 5 FDS for fiscal year 10-K
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 3,893
<SECURITIES> 0
<RECEIVABLES> 150,907
<ALLOWANCES> 5,335
<INVENTORY> 200,224
<CURRENT-ASSETS> 364,303
<PP&E> 776,194
<DEPRECIATION> 248,638
<TOTAL-ASSETS> 1,210,673
<CURRENT-LIABILITIES> 145,835
<BONDS> 272,867
<COMMON> 33
0
0
<OTHER-SE> 650,313
<TOTAL-LIABILITY-AND-EQUITY> 1,210,673
<SALES> 1,109,398
<TOTAL-REVENUES> 1,109,398
<CGS> 886,817
<TOTAL-COSTS> 886,817
<OTHER-EXPENSES> 95,204
<LOSS-PROVISION> 1,391
<INTEREST-EXPENSE> 11,666
<INCOME-PRETAX> 115,711
<INCOME-TAX> 41,657
<INCOME-CONTINUING> 74,054
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 74,054
<EPS-PRIMARY> 2.20
<EPS-DILUTED> 2.20
</TABLE>
EXHIBIT 28(a)
REPORT OF INDEPENDENT AUDITORS TO THE MEMBERS OF WELLMAN INTERNATIONAL LIMITED
- ------------------------------------------------------------------------------
We have audited the accompanying consolidated balance sheets of Wellman
International Limited and subsidiary at 31 December 1995 and 1994, and the
related consolidated profit and loss accounts, retained earnings, and changes
in financial position for each of the three years in the period ended 31
December 1995, all expressed in Irish pounds (not presented separately
herewith). These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above, expressed in Irish
pounds, present fairly, in all material respects, the consolidated financial
position of Wellman International Limited and subsidiary at 31 December 1995
and 1994, and the consolidated results of operations and changes in financial
position for each of the three years in the period ended 31 December 1995 in
conformity with accounting principles generally accepted in the United States
of America.
KPMG
Chartered Accountants
Registered Auditors
Dublin, Ireland
18 January 1996
