<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------------------------
FORM 10-K/A
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1994
or
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
----------------------------------------------------------
For the transition period from to
Commission File No. 1-9734
ONEITA INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 57-0351045
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
4130 Faber Place Drive, Suite 200 29405
Ashley Corporate Center (Zip Code)
Charleston, S.C.
Registrant s telephone number
including area code: (803) 529-5225
Securities registered pursuant to Section 12(b) of the
act:
Title of Class Name of Each Exchange
on which registered
Common Stock, $.25 par value New York Stock 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 report) 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 Item 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 amendment to this form 10-K:
The aggregate market value of the voting stock held by nonaffiliates
of the Registrant, as of November 30, 1994 was approximately $40,906,028.
The number of shares outstanding of each of the Registrant's classes
of common stock, as of November 30, 1994 was 6,960,821 shares.
Documents incorporated by reference: Part III - Registrant's
definitive proxy statement to be filed pursuant to Regulation 14-A of the
Securities Exchange Act of 1934.
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PART I
--------------------------------
Item One - Business
Oneita Industries, Inc. (the Company or Oneita ) manufactures and
markets high quality activewear and infantswear. Oneita s activewear
includes T-shirts and sweatshirts for screen printing sold under the Oneita
Power-T , Oneita Power/50 Plus and Oneita Power-Sweats brand names. The
Company estimates that it is the fourth largest manufacturer of imprinted
T-shirts in the United States. Oneita s infantswear includes layette and
playwear sold under brand names, including Soupcon , Oneita s Kids,
Health-tex Layette Collection and under private label. These products are
marketed to the imprinted sportswear industry through the Company's
Activewear Division and to major retailers through the Company s Retail
Division.
Since 1987, Oneita has achieved substantial growth by building a brand
name activewear and infantswear business with a high quality image. As a result
of realigning its product mix to concentrate on these higher margin products,
the Company's net sales of activewear increased from $37.4 million in 1987
to $156.1 million in 1992, $141.1 million in 1993 and $156.4 million in 1994
(a compound annual growth rate of approximately 22.7%) and net sales of
infantswear increased from $14.2 million in 1987 to $47.4 million in 1992,
$36.3 million in 1993 and $36.4 million in 1994 (a compound annual growth
rate of approximately 14.4%).
Oneita expanded its activewear products by introducing sweatshirts in
1991 under the Oneita Power-Sweats label. Sweatshirts accounted for
approximately $11.2 million of the activewear sales in 1993 and $17.7
million of the activewear sales for 1994. In infantswear, Oneita has focused
on developing a variety of brand name products, each targeted at specific
retail markets, including department stores, chain stores and mass
merchandisers.
PRODUCTS
Activewear. Oneita manufactures and markets T-shirts and sweatshirts
for the imprinted sportswear industry. Screen printing consists of imprinting
designs, patterns or letters ranging from simple lettering to complex color
patterns on apparel. Oneita's T-shirts, in management's opinion, are of high
quality because they are heavy in weight, have fuller cut specifications and
long-lasting construction features such as shoulder-to-shoulder taping and
a seamless tubular collar design.
Oneita introduced sweatshirts in 1991 to its activewear line under the
Oneita Power-Sweats label. The company sells sweatshirts to the same
customers to whom it sells T-shirts and believes that its ability to do so
may result in stronger relationships with such customers and the addition
of new customers for both T-shirts and sweatshirts. Historically, Oneita's
business has been seasonal with respect to T-shirt sales to the extent that
approximately 50% of annual T-shirt sales have been in the March through
July period. Sweatshirts provide a seasonal balance for Oneita since its
customers tend to stock higher levels of T-shirts in the spring and summer
months and higher levels of sweatshirts in the fall and winter months.
The Company sells activewear through in-house salespersons to
approximately 300 customers located throughout the United States, including
60 distributors and also to major screenprinters, which accounted for sales
of $104.1 million and $27.0 million respectively in 1993, and $128.3 million
and $22 million respectively in 1994. The Company also sells activewear to
distributors in Europe, Canada and the Pacific Rim. Such sales accounted
for approximately $5.7 million and $1.9 million of net sales in 1993 and
1994, respectively. The Company intends to expand its markets and
geographic distribution by, among other things, increasing sales in these
regions.
Based upon an industry marketing study, the Company estimates that the
T-shirt market exceeds $1.6 billion in sales annually and believes it is the
fourth largest manufacturer of imprinted T-shirts in the United States. The
market for T-shirts for the screen printing industry is very competitive and
is based upon quality, service, price, availability of product and name
recognition. Oneita s primary competitors, Fruit of the Loom, Inc., Russell
Corporation and Hanes (a subsidiary of Sara Lee Corporation) are larger, have
substantially greater resources and account for a majority of the T-shirt
market. Oneita believes that it competes favorably in quality, price,
customer service and availability of product. However, if the dominant T-shirt
manufacturers increase their manufacturing capacity substantially or reduce
prices, Oneita s sales may be adversely affected. Oneita s ability to compete
may be adversely affected by an increase in yarn prices since, unlike certain
of its competitors, Oneita does not spin its own yarn. Oneita believes that
foreign competition does not have a material effect on the sale of activewear.
During 1993,Oneita and certain of its competitors announced T-shirt price
decreases. Oneita s announced net price decreases aggregated approximately
4% over 1993. In July 1994, Oneita and other competitors announced T-shirt
price increases of approximately 4% over existing prices.
<PAGE> 3
During 1994, Oneita expanded its Power/50 Plus line (a premium T-shirt
comprised of 60% cotton and 40% polyester), enhanced its PFD T-shirt
collection (an all-cotton shirt that is re-dyed by customers) and also
introduced a new T-shirt, the Power Rib-T.
Infantswear. Historically, Oneita manufactured and sold private label
cotton and cotton blend layette and playwear for infants and toddlers.
Layette is apparel for newborns, and playwear is apparel for infants and
toddlers up to 35 months. In 1986, Oneita began to manufacture and market
higher priced infantswear under its own brand name, Soupcon. In 1988, Oneita
introduced toddlerswear. In 1993 and 1994, net sales of infantswear and
toddlerswear under the Company s own brand names accounted for approximately
57% and 38%, respectively, of its total infantswear sales.
Oneita has an exclusive license agreement with Health-tex, Inc. to
manufacture and market the Health-tex lines of layette products in the United
States and its territories. This license agreement has been renewed through
September 1997 with three three-year extension options remaining. Oneita also
has a license agreement to manufacture and market a layette line under the
Mother Goose & Company trademark. This license agreement expires on March
30, 1997, subject to two three-year renewals, and requires certain minimum
royalty payments. Pursuant to this license agreement, Oneita provides a layette
line to Kmart, a leading retailer.
Oneita sells its private label infantswear and its Health-tex products
to substantially all of the major department store chains and its Soupcon
products to higher priced department and specialty stores. ONEITA S KIDS
products are sold primarily to chain stores and moderately priced retailers.
Oneita has redirected its infantswear sales efforts by de-emphasizing
small orders and higher priced playwear and concentrating on sales of
layette and basic infantswear to larger customers, including mass
merchandisers. The Company markets infantswear primarily through in-house
salespeople. Oneita also displays its products at infantswear trade shows
and advertises in trade magazines to maintain and improve brand name
recognition.
The infantswear market is highly competitive and consists of companies,
including William H. Carter, Gerber Products Company and Oshkosh B Gosh, Inc.
which are larger and have substantially greater market share and resources
than the Company. The Company believes that it competes favorably with other
manufacturers of private label products as well as with other manufacturers
of high quality brand name infantswear on the basis of quality, service,
price and availability of product.
MANUFACTURING
The Company s historical strategy has been to increase cost efficiencies
through operating its facilities at maximum capacity and, from time to time,
using outside contractors to meet customer demand surges. In addition, the
Company has an on-going program to upgrade its manufacturing equipment and
add technologically advanced manufacturing equipment. Since 1989, the Company
has added approximately $46 million of machinery and technologically advanced
equipment. This program is intended to result in higher production levels
and increased manufacturing efficiencies. In November 1994 the Company
announced a $16,000,000 capital expenditure program that calls for expansion
of its textile manufacturing facilities, including knitting, bleaching and
dyeing.
The Company s manufacturing operations consist of knitting, bleaching
and dyeing, cutting and sewing and packaging. The Company s operations begin
with raw yarns. The yarn is then knit into three basic fabric constructions
(jersey, rib and interlock) from which the Company produces its products. The
knitted fabric is attached in lots for bleaching or scoured for dyeing in a
variety of both pressure and atmospheric vessels for color, consistency and
quality. The fabric is then brought to finishing. The finishing operation sets
the width and length and pre-shrinks the fabric. The finished fabric lots
are then transported to a cutting operation which cuts specific garment parts
such as sleeves, collars, cuffs and bodies for sewing. The cut parts are then
sewn together in an assembly line. Various sewing threads, stitches, trims
and colors are mixed and matched for desired styling. The finished garments
are inspected, folded and packaged. Quality assurance systems are utilized
in checking raw materials, in-process controls and finished products.
In fiscal 1993, in connection with its restructuring program, the
Company closed three manufacturing facilities. The Company s nine remaining
manufacturing facilities are located in South Carolina, North Carolina,
Alabama, Jamaica and Mexico. The facilities in Jamaica and Mexico are
provided with cut fabric for T-shirts and are used for sewing operations.
In 1994, approximately 40% of the Company s T-shirts were sewn in Jamaica and
Mexico.
In December 1994, the Company announced the consolidation of Activewear
distribution from five warehouse locations in South Carolina to one warehouse
in Atlanta, Georgia. The consolidation, as well as new state of the art
material handling equipment, is expected to reduce the costs of transporting
goods to and from our sewing facilities, reduce the cost of transportation for
our customers and reduce lead times.
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SALES TO MAJOR CUSTOMERS
Net sales to the Company's ten largest customers for the year ended
September 30, 1994 accounted for approximately 52% of the Company s total
sales for such period. Two customers, SanMar Corporation and California
Shirt Sales Inc., distributors of Activewear for screen printing, accounted
for approximately 16% and 11%, respectively, of total net sales for 1994. Net
sales to the Company s five largest activewear customers for 1994 accounted
for approximately 40% of the Company s total net sales. Net sales to the
Company s five largest infantswear customers for 1994 accounted for
approximately 10% of the Company's total net sales.
EFFECT OF IMPORTS
Current United States quotas and tariffs restrict the number and
increase the cost of apparel items foreign producers can export to the United
States. Foreign competitors, whose chief competitive advantage is low labor
cost, tend to focus on items with high labor content, such as higher priced
sportswear. Oneita's products are not as labor intensive as such other
manufactured apparel and, the Company believes, are less sensitive to
foreign competition.
In November 1993, the United States Congress approved the North
American Free Trade Agreement ("NAFTA"), which will eliminate barriers to
imports between the United States, Canada and Mexico over a ten (10) year
period. In December 1993, the Uruguay round of negotiations under the
auspices of the General Agreement on Tariffs and Trade("GATT") was concluded.
Recently ratified by Congress, GATT will require that quotas on apparel and
textile products are to be phased out over a ten (10) year period and
tariffs on such products are to be reduced by approximately 11% over a ten
(10) year period. The Company is unable to determine at this time what effect,
if any, changes resulting from NAFTA and GATT may have on its business,
operations or financial condition.
RAW MATERIALS
The principal raw materials used in the Company's products are cotton
yarn and blend yarns. The bulk of this yarn is obtained from multiple
suppliers within a 300-mile radius of the Company s fabric knitting plant. The
prices of cotton yarn fluctuate from time to time. The Company has entered
into supply contracts for cotton yarn, generally at fixed prices with various
expiration dates through December 1995. As these contracts expire, the
Company will be required to purchase cotton yarn at the current market
prices which may be higher than current contract prices.
Other raw materials, such as chemicals, dyes and packaging materials,
are purchased on the open market. The sources and availability of these
materials are believed to be adequate to meet present needs.
BACKLOG
The Company s backlog of unfilled orders was approximately $52 million
at September 30, 1994, compared with approximately $43 million at September
30, 1993. The amount of unfilled orders at a particular time is affected
by a number of factors, including the scheduling of manufacturing and
product shipping, which in some instances is dependent on the desires of the
customer. Accordingly, the amount of unfilled orders may not be indicative
of eventual actual shipments. The Company expects to ship substantially all
of its September 30, 1994 backlog of unfilled orders by September 30, 1995.
TRADEMARKS AND LICENSES
The Company has registered the Oneita Power-T, Oneita Power/50 Plus,
Soupcon , ONEITA'S KIDS , Oneita Power-Sweats trademarks and certain other
trademarks. The expiration dates of these trademarks range from July 2006 to
December 2008. The loss of certain of these trademarks would have a material
adverse effect upon the Companys business.
<PAGE> 5
EMPLOYEES
As of September 30, 1994, the Company had approximately 3,400 full time
employees, including 3,140 in manufacturing, 60 in marketing and sales and
200 in general management and administration.
Approximately 600 of the Company s manufacturing employees are covered
by a collective bargaining agreement with the Amalgamated Clothing and Textile
Workers Union which expires in October 1995. The Company considers its
employee relations to be satisfactory.
EXECUTIVE OFFICERS OF THE REGISTRANT
As of September 30, 1994, the executive officers of the Company were as
follows:
Served as
Officer
Name Age Since Positions and Offices
-----------------------------------------------------------
Robert M. Gintel 66 1993 Chairman of the Board
Albert Fried, Jr. 64 1994 Vice Chairman of the
Board
Herbert J. Fleming 48 1984 President
Joe E. Brinson 46 1989 Executive Vice
President-Operations
James L. Ford 54 1994 Executive Vice
President-Finance and
Chief Financial
Officer
J. Roger Holland 54 1994 Executive Vic President
-Sales and Marketing
Mary-beth Boughton 52 1992 Vice President-
Merchandising-Retail
James O. Bowers 46 1987 Vice President-
Strategic Planning
William H. Boyd 47 1986 Vice President-
Administration and
Treasurer
David W. Holtz 47 1988 Vice President-Retail
Sales
E. Franklin Impson,
Jr. 36 1994 Vice President and
Controller
William K. King 35 1994 Vice President-Chief
Information Officer
Jackie S. Powers 58 1988 Vice President-
Activewear Sales
Edward I. Kramer 60 1986 Secretary
<PAGE> 6
PART IV
Item Fourteen - Exhibits, Financial Statement Schedules
and Reports on Form 10-K
(a) Financial Statements:
See Index to Consolidated Financial Statements and Schedules at
page F-1.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed by Registrant in the last quarter
of the year covered by this report.
(c) Exhibits:
3.1 Certificate of Incorporation (Exhibit 3(a) of Form S-1
Registration Statement No. 33-16972)
3.2 By-Laws as amended (Exhibit 3.1 of Form 10-Q for the quarter
ended March 31, 1994)
4.1 Factoring Agreement dated April 1, 1979, as amended, between
Registrant and a lending institution (Exhibit 4(b) of Form S-1
Registration Statement No. 33-16972)
10.1 Stock Option Plan (Exhibit 10(a) of Form S-1 Registration
Statement No. 33-16972)
10.2 1989 Non-Qualified Stock Option Plan (Exhibit 10.2 of Annual
Report on Form 10-K for the year ended September 30, 1990)
10.3 Lease Agreement dated as of October 1, 1987, between the
Registrant and Instrument Systems Corporation (Exhibit 10(d) of Form
S-1 Registration Statement No. 33-16972)
10.4 Employment Agreement between the Registrant and Herbert J.
Fleming, as amended (Exhibit 10.2 of Current Report on Form 8-K dated
January 1, 1994)
10.5 Employment Agreement between Registrant and J.Roger Holland
(Exhibit 10.4 of Form 10-Q for the quarter ended March 31, 1994)
10.6 Variable Amount of Grid Note Agreement dated March 31, 1994,
between Registrant and First Union National Bank of South Carolina
(Exhibit 10.1 of Form 10-Q for the quarter ended March 31, 1994)
10.7 Promissory Note dated September 30, 1994, between Registrant
and National Westminster Bank, USA
10.8 Single Payment Note dated February 28, 1994, between Registrant
and Trust Company Bank (Exhibit 10.3 of Form 10-Q for the quarter
ended March 31, 1994)
10.9 Equipment Lease Agreement dated as of May 16, 1988, between
Registrant and NEMLC Leasing Associates No. 3 (Exhibit 10(k) of
Form S-1 Registration Statement No. 33-22488) amended as of December
1, 1988, and May 19, 1989 (Exhibit 10.11 of Annual Report on Form 10-K
for the year ended September 30, 1990)
10.10 Note Agreement dated as of December 20, 1988, between Registrant
and an institutional lender (Exhibit 10.10 of Annual Report on Form
10-K for the year ended September 30, 1988)
10.11 License Agreement dated October 24, 1988, between Registrant
and Health-tex, Inc. (Exhibit 10(k) of Form S-1 Registration
Statement No. 33-30810)
10.12 Letter of Credit Agreement dated as of October 1, 1989, between
the Registrant and Trust Company Bank (Exhibit 10.12 of Annual
Report on Form 10-K for the year ended September 30, 1989)
10.13 Lease Agreement dated as of October 1, 1989, between the
Registrant and the Industrial Development Board of the City of Fayette,
Alabama (Exhibit 10.13 of the Annual Report on Form 10-K for the year
ended September 30, 1989)
10.14 Guaranty Agreement dated as of October 1, 1989, between the
Registrant and Trust Company Bank (Exhibit 10.14 of Annual Report
on Form 10-K for the year ended September 30, 1989)
10.15 Form of Indemnification Agreement between Registrant and its
officers and directors (Exhibit 28 to Current Report on Form 8-K
dated July 30, 1991)
10.16 License Agreement dated as of February 1, 1991, between
Registrant and Henson Associates, Inc. (Exhibit 10.18 of Form S-2
Registration Statement No. 33-46119)
10.17 Loan Agreement dated as of March 26, 1993, between Registrant and
National Westminster Bank, USA and Trust Company Bank (Exhibit 10.18
of Annual Report on Form 10-K for the year ended September 30, 1993)
10.18 Amendment to Loan Agreement dated March 26, 1993 between
Registrant and National Westminster Bank and Trust Company (Exhibit
10.6 of Form 10-Q for the quarter ended March 31, 1994)
10.19 License Agreement dated as of August 31, 1993, between Registrant
and Kessler Marketing Group, Inc. (Exhibit 10.19 of Annual Report on
Form 10-K for the year ended September 30, 1993)
10.20 Modification to Management Services Contract dated February 5,
1993 (Exhibit 28 to Current Report on Form 8-K dated January 1, 1993)
10.21 Registration Rights Letter Agreement between Gintel & Co. Limited
Partnership (Exhibit 10 to Current Report on Form 8-K dated October
6, 1993)
<PAGE> 7
10.22 Letter Agreement dated October 5, 1993, between Gintel & Co.
Limited Partnership and Instrument Systems Corporation (Exhibit 2 to
Current Report on Form 8-K dated October 6, 1993)
10.23 Amendment to Lease Agreement dated as of October 1, 1987, between
Registrant and Instrument Systems Corporation (Exhibit 10.24 of Annual
Report on Form 10-K for the year ended September 30, 1993)
11 Computation of Earnings Per Share
18 Letter re change in accounting principles
22 The following lists the Company s significant subsidiaries, all
of which are wholly-owned by the Company. The names of certain
subsidiaries which do not, when considered in the aggregate, constitute
a significant subsidiary have been omitted.
Name of Subsidiary Jurisdiction of
Incorporation
Oneita-Kinston Corp. North Carolina
Strathleven Limited Jamaica
Oneita Mexicana S.A.
de C.V. Chihuaha, Mexico
23 Consent of Arthur Andersen LLP*
28 Additional Exhibit
-------------------------
* Filed herewith
The following undertakings are incorporated into the Company s Registration
Statements on Form S-8 (Registration Statement No. 33-30575 and 33-34778) and
Form S-3 (Registration Statement No. 33-70524).
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the registration
statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1993;
(ii) To reflect in the prospectus any fact or events arising
after the effective date of the registration statement (or
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant s annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of any employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(i) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE> 8
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on the 20th day of
March, 1995.
Oneita Industries, Inc.
By:/s/ Herbert J. Fleming
-------------------------
Herbert J. Fleming
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed on March 20, 1995 by the following persons in the
capacities indicated:
Signatures Title
/s/ Robert M. Gintel Chairman of the Board
----------------------
Robert M. Gintel
/s/ Albert Fried, Jr. Vice Chairman of the Board
----------------------
Albert Fried, Jr.
/s/ Herbert J. Fleming
---------------------- President and Director
Herbert J. Fleming (Principal Executive
Officer)
/s/ James L. Ford
---------------------- Executive Vice President of
James L. Ford Finance
(Principal Financial and
Accounting Officer)
/s/ Meyer A. Gross Director
----------------------
Meyer A. Gross
Director
----------------------
John G. Hudson
Director
----------------------
H. Varnell Moore
Director
----------------------
Lewis Rubin
<PAGE> 9
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
ONEITA INDUSTRIES, INC.
-----------------------
Form 10K/A
-----------------------
E X H I B I T I N D E X
--------------------------
Exhibit
Number Exhibit Description
3.1 Certificate of Incorporation (Exhibit 3(a) of Form S-1 Registration
Statement No. 33-16972)
3.2 By-Laws as amended (Exhibit 3.1 of Form 10-Q for the quarter ended
March 31, 1994)
4.1 Factoring Agreement dated April 1, 1979, as amended, between
Registrant and a lending institution Exhibit 4(b) of Form S-1
Registration Statement No. 33-16972)
10.1 Stock Option Plan (Exhibit 10(a) of Form S-1 Registration Statement
No. 33-16972)
10.2 1989 Non-Qualified Stock Option Plan (Exhibit 10.2 of Annual Report
on Form 10-K for the year ended September 30, 1990)
10.3 Lease Agreement dated as of October 1, 1987, between the Registrant
and Instrument Systems Corporation (Exhibit 10(d) of Form S-1
Registration Statement No. 33-16972)
10.4 Employment Agreement between the Registrant and Herbert J. Fleming,
as amended (Exhibit 10.2 of Current Report on Form 8-K dated January
1, 1994)
10.5 Employment Agreement between Registrant and J. Roger Holland (Exhibit
10.4 of Form 10-Q for the quarter ended March 31, 1994)
10.6 Variable Amount of Grid Note Agreement dated March 31, 1994, between
Registrant and First Union National Bank of South Carolina (Exhibit
10.1 of Form 10-Q for the quarter ended March 31, 1994)
10.7 Promissory Note dated September 30, 1994, between Registrant and
National Westminster Bank, USA
10.8 Single Payment Note dated February 28, 1994, between Registrant and
Trust Company Bank (Exhibit 10.3 of Form 10-Q for the quarter ended
March 31, 1994)
10.9 Equipment Lease Agreement dated as of May 16, 1988, between
Registrant and NEMLC Leasing Associates No. 3 (Exhibit 10(k) of Form
S-1 Registration Statement No. 33-22488) amended as of December 1,
1988, and May 19, 1989 (Exhibit 10.11 of Annual Report on Form 10-K
for the year ended September 30, 1990)
<PAGE> 9
10.10 Note Agreement dated as of December 20, 1988, between Registrant
and an institutional lender (Exhibit 10.10 of Annual Report on Form
10-K for the year ended September 30, 1988)
10.11 License Agreement dated October 24, 1988, between Registrant and
Health-tex, Inc. (Exhibit 10(k) of Form S-1 Registration Statement
No. 33-30810)
10.12 Letter of Credit Agreement dated as of October 1, 1989, between the
Registrant and Trust Company Bank (Exhibit 10.12 of Annual Report on
Form 10-K for the year ended September 30, 1989)
10.13 Lease Agreement dated as of October 1, 1989, between the Registrant
and the Industrial Development Board of the City of Fayette, Alabama
(Exhibit 10.13 of the Annual Report on Form 10-K for the year ended
September 30, 1989)
10.14 Guaranty Agreement dated as of October 1, 1989, between the
Registrant and Trust Company Bank (Exhibit 10.14 of Annual Report
on Form 10-K for the year ended September 30, 1989)
10.15 Form of Indemnification Agreement between Registrant and its
officers and directors (Exhibit 28 to Current Report on Form 8-K dated
July 30, 1991)
10.16 License Agreement dated as of February 1, 1991, between Registrant
and Henson Associates, Inc. (Exhibit 10.18 of Form S-2 Registration
Statement No. 33-46119)
10.17 Loan Agreement dated as of March 26, 1993, between Registrant and
National Westminster Bank, USA and Trust Company Bank (Exhibit 10.18
of Annual Report on Form 10-K for the year ended September 30, 1993)
10.18 Amendment to Loan Agreement dated March 26, 1993 between Registrant
and National Westminster Bank and Trust Company (Exhibit 10.6 of Form
10-Q for the quarter ended March 31, 1994)
10.19 License Agreement dated as of August 31, 1993, between Registrant
and Kessler Marketing Group, Inc. (Exhibit 10.19 of Annual Report on
Form 10-K for the year ended September 30, 1993)
10.20 Modification to Management Services Contract dated February 5, 1993
(Exhibit 28 to Current Report on Form 8-K dated January 1, 1993)
10.21 Registration Rights Letter Agreement between Gintel & Co. Limited
Partnership (Exhibit 10 to Current Report on Form 8-K dated October
6, 1993)
10.22 Letter Agreement dated October 5, 1993, between Gintel & Co. Limited
Partnership and Instrument Systems Corporation (Exhibit 2 to Current
Report on Form 8-K dated October 6, 1993)
10.23 Amendment to Lease Agreement dated as of October 1, 1987, between
Registrant and Instrument Systems Corporation (Exhibit 10.24 of
Annual Report on Form 10-K for the year ended September 30, 1993)
11 Computation of Earnings Per Share
18 Letter re change in accounting principles
22 The following lists the Company s significant subsidiaries, all of
which are wholly-owned by the Company. The names of certain
subsidiaries which do not, when considered in the aggregate,
constitute a significant subsidiary have been omitted.
Name of Subsidiary Jurisdiction of
Incorporation
Oneita-Kinston Corp. North Carolina
Strathleven Limited Jamaica
Oneita Mexicana S.A.
de C.V. Chihuaha, Mexico
23 Consent of Arthur Andersen LLP*
28 Additional Exhibit
--------------------
* Filed herewith
<PAGE> 10
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report, dated November 11, 1994, included in Oneita Industries, Inc.,'s
Form 10K/A for the year ended September 30, 1994, and to the incorporation
by reference of our report into the Company's previously filed Registration
Statements on Form S-8 (Registration No. 33-30576, 33-34778, 33-62970 and
33-75834) and Amendment No. 2 to Form S-3 Registration Statement
(Registration No. 33-88600) and Post-Effective Amendment No. 3 to Form S-3
Registration Statement (Registration No. 33-70524), and to all references
to our Firm included in these Registration Statements.
/s/ Arthur Andersen LLP
Columbia, South Carolina
March 20, 1995.
