<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
-------------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
-------------- -----------
**********************************************
Commission file number 1-10756
------------
CARLISLE PLASTICS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its Charter)
DELAWARE 04-2891825
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
*********************************************
1314 NORTH THIRD STREET, PHOENIX, AZ 85004-1751
---------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
(602) 407-2100
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: YES X NO
----- -----
AT JUNE 30, 1995, 8,203,733 AND 9,500,552 SHARES OF CARLISLE PLASTICS, INC.
CLASS A COMMON STOCK AND CLASS B COMMON STOCK, RESPECTIVELY, WERE OUTSTANDING.
<PAGE> 2
CARLISLE PLASTICS, INC.
FORM 10-Q
QUARTER ENDED JUNE 30, 1995
INDEX
PART I - FINANCIAL INFORMATION:
<TABLE>
<CAPTION>
PAGE
<S> <C>
Item 1. Financial Statements.................................. 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations......... 8
PART II - OTHER INFORMATION:
Item 1. Legal Proceedings..................................... 10
Item 2. Changes in Securities................................. 10
Item 3. Defaults Upon Senior Securities....................... 10
Item 4. Submission of Matters to a Vote of Security Holders.... 10
Item 5. Other Information...................................... 10
Item 6. Exhibits and Reports on Form 8-K....................... 10
SIGNATURES........................................................... 11
INDEX TO EXHIBITS.................................................... 12
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(In thousands, except share (Unaudited)
and per share amounts) JUNE 30, DECEMBER 31,
1995 1994
----------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 1,979 $ 4,488
Receivables--net of allowances of $3,297
as of June 30, 1995 and $4,055 as of
December 31, 1994 61,690 55,789
Inventories 59,866 56,538
Other current assets 7,561 7,608
--------- ---------
Total current assets 131,096 124,423
--------- ---------
Property, plant and equipment--net of
accumulated depreciation of $95,117 as of
June 30, 1995 and $84,606 as of December
31, 1994 137,182 139,327
Goodwill--net 65,051 66,117
Other assets--net 9,624 11,125
--------- ---------
TOTAL ASSETS $ 342,953 $ 340,992
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 9,979 $ 9,563
Accounts payable 44,786 37,999
Accrued interest 877 960
Other accrued liabilities 7,206 10,674
--------- ---------
Total current liabilities 62,848 59,196
--------- ---------
Long-term debt--net of current portion 194,674 198,277
Deferred income taxes 11,392 11,206
Other non-current liabilities 1,825 2,053
Commitments and contingencies
Stockholders' equity:
Preferred stock--$.01 par value; 10,000,000 shares
authorized, no shares issued or outstanding
Class A common stock--$.01 par value; 50,000,000
shares authorized; 8,203,733 and 8,193,733
issued and outstanding as of June 30, 1995
and December 31, 1994, respectively 82 82
Class B common stock--$.01 par value; 20,000,000
shares authorized; 9,500,552 and 9,510,552
issued and outstanding as of June 30, 1995
and December 31, 1994, respectively 95 95
Additional paid-in capital 68,359 68,359
Retained earnings 3,678 1,724
--------- ---------
Total stockholders' equity 72,214 70,260
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 342,953 $ 340,992
========= =========
</TABLE>
See notes to unaudited condensed consolidated financial statements and
independent accountants' report.
<PAGE> 4
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
(Unaudited)
PERIODS ENDED JUNE 30,
THREE MONTHS SIX MONTHS
(In thousands, except per share amounts) 1995 1994 1995 1994
--------- -------- --------- ---------
<S> <C> <C> <C> <C>
Net sales $ 112,620 $ 95,002 $ 215,780 $ 181,094
Cost of goods sold 90,543 71,227 170,329 135,866
--------- -------- --------- ---------
Gross profit 22,077 23,775 45,451 45,228
Operating expenses 15,675 16,650 31,375 31,886
Goodwill and other amortization 788 773 1,565 1,517
--------- -------- --------- ---------
Operating income 5,614 6,352 12,511 11,825
Interest expense 5,810 4,395 11,617 9,942
Interest and other income (838) (33) (850) (134)
--------- -------- --------- ---------
Income before provision for income
taxes and extraordinary item 642 1,990 1,744 2,017
Income tax (benefit) provision (721) 836 (252) 847
--------- -------- --------- ---------
Income before extraordinary item 1,363 1,154 1,996 1,170
Extraordinary item (net of income tax
benefit of $1,574) - - - (2,462)
--------- -------- --------- ---------
Net income (loss) $ 1,363 $ 1,154 $ 1,996 $ (1,292)
========= ======== ========= =========
Earnings (loss) per common share:
Before extraordinary item $ .08 $ .07 $ .11 $ .07
Extraordinary item - - - (.14)
--------- -------- --------- ---------
Net income (loss) $ .08 $ .07 $ .11 $ (.07)
========= ======== ========= =========
Weighted average of common
and common equivalent shares 17,724 17,711 17,722 17,683
========= ======== ========= =========
</TABLE>
See notes to unaudited condensed consolidated financial statements and
independent accountants' report.
<PAGE> 5
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
(Unaudited)
SIX MONTHS ENDED JUNE 30,
(In thousands) 1995 1994
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,996 $ (1,292)
Adjustments to reconcile net income (loss) to
net cash flows from operating activities:
Depreciation and amortization 11,931 10,449
Deferred income taxes 201 (556)
Bad debt expense 464 83
Write-off of deferred financing costs - 1,331
Other (42) 8
Changes in assets and liabilities:
Receivables (6,365) (7,163)
Inventories (3,328) 131
Other current assets 358 (3,321)
Accounts payable 6,787 2,799
Other accrued liabilities (3,551) (4,972)
Other assets (533) (548)
--------- ---------
Net cash provided by (used for) operating activities 7,918 (3,051)
--------- ---------
CASH FLOWS USED FOR INVESTING ACTIVITIES:
Acquisition of property, plant and equipment--net (7,037) (12,153)
Purchase of minority interest of subsidiary - (3,221)
--------- ---------
Net cash used for investing activities (7,037) (15,374)
--------- ---------
CASH FLOWS USED FOR FINANCING ACTIVITIES:
Repayments of long-term debt (4,560) (80,479)
Issuance of long-term debt - 45,225
Borrowings under long-term accounts
receivable securitization 1,314 35,000
Borrowings under long-term line of credit - 2,000
Deferred financing costs (144) (1,390)
Exercise of stock options - 456
--------- ---------
Net cash (used for) provided by financing activities (3,390) 812
--------- ---------
CASH AND EQUIVALENTS:
Net decrease (2,509) (17,613)
BEGINNING OF PERIOD 4,488 19,745
--------- ---------
END OF PERIOD $ 1,979 $ 2,132
========= =========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Interest paid $ 9,960 $ 11,688
Income taxes paid $ 199 $ 543
</TABLE>
See notes to unaudited condensed consolidated financial statements and
independent accountants' report.
<PAGE> 6
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share amounts)
(Unaudited--See Independent Accountants' Report)
A. BASIS OF PRESENTATION
The condensed consolidated financial statements have been prepared by Carlisle
Plastics, Inc. (the "Company") pursuant to the rules and regulations of the
Securities and Exchange Commission. In the opinion of management, the
statements reflect the adjustments, which are of a normal recurring nature,
necessary to present fairly the Company's financial position as of June 30, 1995
and December 31, 1994 and the results of operations for the three months and six
months ended June 30, 1995 and 1994 and cash flows for the six months ended
June 30, 1995 and 1994. While the interim financial statements and accompanying
notes are unaudited, they have been reviewed by Deloitte & Touche LLP, the
Company's independent certified public accountants.
Results of operations are not necessarily indicative of the results expected for
the full year. Certain amounts in the prior period's financial statements have
been reclassified to conform to the current period's presentation.
These condensed consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes included in the Company's
Form 10-K for the year ended December 31, 1994.
B. INVENTORIES
Inventories consisted of the following at June 30, 1995 and December 31, 1994:
<TABLE>
<CAPTION>
(Unaudited)
June 30, December 31,
1995 1994
-------- --------
<S> <C> <C>
Raw materials $ 21,730 $ 21,823
Finished Goods 38,136 34,715
-------- --------
Total $ 59,866 $ 56,538
======== ========
</TABLE>
C. RELATED PARTY TRANSACTIONS
Management fees incurred with respect to services rendered by affiliates of a
major stockholder were $188 and $375 for the three and six months ended June 30,
1995, respectively and $375 and $750 for the three and six months ended June 30,
1994, respectively.
<PAGE> 7
INDEPENDENT ACCOUNTANTS' REPORT
Carlisle Plastics, Inc.
We have reviewed the accompanying condensed consolidated balance sheet of
Carlisle Plastics, Inc. and subsidiaries (the Company) as of June 30, 1995 and
the related condensed consolidated statements of operations for the three-month
and six-month periods ended June 30, 1995 and 1994 and cash flows for the six-
month periods ended June 30, 1995 and 1994. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Carlisle Plastics, Inc. and
subsidiaries as of December 31, 1994, and the related consolidated statements of
operations, stockholders' equity, and cash flows for the year then ended (not
presented herein); and in our report dated February 2, 1995, we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying condensed consolidated balance
sheet as of December 31, 1994 is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.
DELOITTE & TOUCHE LLP
Phoenix, Arizona
July 19, 1995
<PAGE> 8
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
NET SALES
The Company's net sales for the three months ended June 30, 1995 increased 18.5%
to $112.6 million from $95.0 million for the three months ended June 30, 1994.
Net sales for the six months ended June 30, 1995 increased 19.2% to $215.8
million from $181.1 million for the six months ended June 30, 1994. The
increase in net sales for both periods is primarily attributable to increased
unit selling prices.
GROSS PROFIT
Gross profit for the three months ended June 30, 1995 decreased to $22.1 million
from $23.8 million for the three months ended June 30, 1994. Gross profit for
the six months ended June 30, 1995 increased to $45.5 million from $45.2 million
for the six months ended June 30, 1994. Gross profit as a percent of sales
decreased to 19.6% from 25.0% for the three month period and decreased to 21.1%
from 25.0% for the six month period. The decrease in gross profit as a
percentage of sales for both periods is primarily attributable to increases in
the cost of resin materials and product mix changes.
OPERATING EXPENSES
Operating expenses, exclusive of goodwill and other amortization, decreased 6%
to $15.7 million from $16.7 million for the three months ended June 30, 1995 and
1994, respectively. The decrease in operating expenses for the three month
period is attributable to decreases in freight, advertising and promotions, and
management fees partially offset by increased selling costs.
For the six month period ended June 30, 1995 operating expenses, exclusive of
goodwill and other amortization, decreased 2% to $31.4 million from $31.9
million for the comparable 1994 period.
INTEREST EXPENSE
Interest expense increased 32.2% to $5.8 million for the three months ended June
30, 1995 and 16.9% to $11.6 million for the six months ended June 30, 1995 from
$4.4 million and $9.9 million for the comparable three and six month periods in
1994, respectively. The increase in interest expense is primarily attributable
to an increase in the Company's average outstanding debt and amortization
related to an interest rate contract settlement. Cash paid for interest
decreased 15% from $11.7 million for the six months ended June 30, 1994 to $10.0
million for the six months ended June 30, 1995.
INTEREST AND OTHER INCOME
Interest and other income for the three and six months ended June 30, 1995 were
$.8 million and $.9 million, respectively, and include a $.8 million gain from
the sale of the Company's option to purchase a building.
<PAGE> 9
INCOME TAXES
The Company recorded a net tax benefit of $.7 million and $.3 million for the
three and six months ended June 30, 1995, respectively. The net tax benefit is
comprised of a $1.0 million benefit recorded due to the favorable settlement of
certain tax audits for 1991 and prior, partially offset by tax provisions of $.2
million and $.7 million for the three and six months ended June 30, 1995,
respectively, reflecting effective tax rates (exclusive of the $1.0 million tax
benefit) of 35.7% and 40.0% for the three and six month periods, respectively.
The provision for income taxes (exclusive of the $1.0 million tax benefit) is
based upon the estimated annual effective tax rate.
NET INCOME (LOSS)
Net income for the three months ended June 30, 1995 increased 18.1% to $1.4
million from $1.2 million for the three months ended June 30, 1994. Net income
for the six months ended June 30, 1995 increased to $2.0 million from a net loss
of $1.3 million for the six months ended June 30, 1994. The net loss for the
1994 six month period included a $2.5 million extraordinary charge due to the
early extinguishment of debt.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital as of June 30, 1995 increased $3.0 million to
$68.2 million from $65.2 million as of December 31, 1994. The increase in
working capital is primarily the net effect of increases in inventories,
accounts receivable and accounts payable as a result of increases in raw
material costs and selling prices.
For the six months ended June, 30 1995, net cash provided by operating
activities was $7.9 million compared to net cash used for operating activities
of $3.1 million for the comparable period in 1994. The increase in cash
provided by operations is attributable to increases in net income, non-cash
charges and accounts payable partially offset by an increase in inventories.
Net cash used for investing activities decreased $8.3 million to $7.0 million
for the six months ended June 30, 1995 from $15.4 million for the comparable
1994 period. The 1994 period includes the purchase of the remaining outstanding
minority interest of Rhino-X and the expansion of plant capacity for the
Company's high density product lines. The Company anticipates that capital
expenditures for fiscal year 1995 will be less than the annual charge for
depreciation.
Net cash used for financing activities was $3.4 million compared to net cash
provided by financing activities of $.8 for the six months ended June 30, 1995
and 1994, respectively. The 1995 use of cash primarily represents the aggregate
monthly principal reduction under the Company's equipment sale and leaseback
note payable. In 1994 the $10.0 million 1994 Notes and $68.5 million 13.75%
Notes were retired and replaced with a sale and leaseback note payable, accounts
receivable securitization agreement, and a revolving credit facility.
Available and outstanding borrowing under the Company's accounts receivable
securitization funding agreement at June 30, 1995 were $42.1 million and $39.5
million, respectively. At June 30, 1995 the Company's revolving inventory
credit facility had available borrowing of $25.0 million and no outstanding
borrowings. In addition, the Company executed and has available operating lease
facilities of $6.0 million and $1.5 million. Any unused portion of the
operating lease facility expires in May 1996.
Management currently expects its cash on hand, funds from operations and
borrowings available under existing credit facilities will be sufficient to
cover future operating requirements.
<PAGE> 10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings:
None.
Item 2. Changes in Securities:
None.
Item 3. Defaults Upon Senior Securities:
None.
Item 4. Submission of Matters to a Vote of Security Holders:
The Company held its annual meeting of shareholders on April 18, 1995.
The shareholders took the following actions: (i) The shareholders
elected eight directors to serve for a term ending in 1996 and until
their successors are duly elected and qualified. The shareholders
present in person or by proxy cast the following numbers of votes in
connection with the election of directors, resulting in the election of
all nominees:
<TABLE>
<CAPTION>
Votes Votes
For Withheld
----------- --------
<S> <C> <C>
Patrick J. O'Leary 153,340,540 84,313
David E. Wilbur, Jr. 153,340,389 83,354
Samuel H. Smith, Jr. 153,340,290 83,953
Clifford A. Deupree 153,339,930 83,703
Yehochai Schneider 153,339,251 84,992
Clarence M. Schwerin III 153,338,151 86,092
William H. Binnie 153,331,815 92,428
Grant M. Wilson 153,280,990 143,253
</TABLE>
(iii) The shareholders approved the selection of Deloitte & Touche LLP
as the Company's independent public accountants for 1995. 153,367,123
votes were cast for the resolution; 36,509 votes were cast against the
resolution; shares representing 20,611 votes abstained; and there were
no broker non-votes.
Item 5. Other Information:
None.
Item 6. Exhibits and Reports on Form 8-K:
The Index to Exhibits as set forth on page 12.
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARLISLE PLASTICS, INC.
Date August 14, 1995 /s/ Patrick J. O'Leary
---------------- --------------------------
Patrick J. O'Leary
Chief Financial Officer
(Principal Financial and
Accounting Officer) and
Director
<PAGE> 12
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
QUARTERLY PERIOD ENDED JUNE 30, 1995
INDEX TO EXHIBITS
10.12 Fourth Amendment to Credit Agreement dated June 14, 1995 by and among
the borrowers under the Credit Agreement referenced in Exhibit 10.12
of the 1994 Annual Report on Form 10-K and General Electric Capital
Corporation ("GECC"), as Agent and Lender.
10.18 Amendment No.3 to Equipment Lease Agreement dated as of June 14, 1995
by and between the Company and GECC.
10.23 Amendment No. 2 to the Receivables Funding and Servicing Agreement
dated June 14, 1995 by and among Carlisle Plastics Funding Corporation
("CPFC"), as Borrower, Redwood Receivables Corporation ("Redwood"), as
Lender, the Company, as Servicer, and GECC, as Operating Agent and
Collateral Agent.
10.28 Employment Agreement dated as of September 12, 1994 by and between the
Company and Patrick J. O'Leary.
10.29(a) Equipment Lease Agreement dated May 19, 1995 by and between the
Company and PHOENIXCOR, Inc. in the amount of $6,000,000.
10.29(b) Equipment Lease Agreement dated May 19, 1995 by and between the
Company and PHOENIXCOR, Inc. in the amount of $1,500,000.
27 Financial Data Schedule
<PAGE> 1
Exhibit 10.12
FOURTH AMENDMENT TO CREDIT AGREEMENT
This FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"),
dated as of June 14, 1995, is by and among CARLISLE PLASTICS, INC., a Delaware
corporation, as Borrower, A&E PRODUCTS (FAR EAST) LTD., a Hong Kong corporation,
PLASTICOS BAJACAL S.A. DE C.V., a Mexican corporation, RHINO-X INDUSTRIES, INC.,
a Delaware corporation, A&E KOREA, LTD., a Delaware corporation, and AMERICAN
WESTERN CORPORATION, a Delaware corporation, collectively as the Co-Obligors,
and GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation, as Agent and
as Lender.
RECITALS
A. The parties hereto are parties to that certain Credit
Agreement, dated as of March 9, 1994, as amended by that certain First Amendment
to Credit Agreement and Security Agreement, dated as of April 14, 1994, that
Second Amendment to Credit Agreement dated as of April 15, 1994 and that Third
Amendment to Credit Agreement dated as of October 25, 1994 (as amended,
restated, supplemented or otherwise modified from time to time, the "Credit
Agreement"), pursuant to which Lender has made and may hereafter make loans and
advances and other extensions of credit to Borrower;
B. Borrower and Co-Obligors desire, and Agent is willing, to
further amend certain provisions of the Credit Agreement, all on the terms and
conditions set forth in this Amendment; and
C. Each capitalized term used in this Amendment and not otherwise
defined in this Amendment shall have the meaning ascribed thereto in Schedule A
to the Credit Agreement; this Amendment shall constitute a Loan Document; these
Recitals shall be construed as part of this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the parties hereto agree as follows:
1. Amendment of the Credit Agreement.
1.1 Schedule 6.11 to the Credit Agreement is hereby amended by
deleting in its entirety clause (a) thereof and by substituting therefor the
following:
(a) Maximum Capital Expenditures. Borrower and its
Subsidiaries on a consolidated basis shall not make Capital
Expenditures during the following periods that exceed in the aggregate
the amounts set forth opposite each of such periods:
<PAGE> 2
<TABLE>
<CAPTION>
Aggregate Maximum
Period Covered Capital Expenditures
<S> <C>
January 1, 1994 through $ 19,400,000
December 31, 1994
January 1, 1995 through 16,000,000
December 31, 1995
January 1, 1996 through 12,000,000
December 31, 1996
January 1, 1997 through 12,000,000
December 31, 1997
</TABLE>
1.2 Schedule 11.10 to the Credit Agreement is hereby amended by
changing the address for notices to Borrower in clause (a) thereof to the
following:
Carlisle Plastics, Inc.
1314 North Third Street
Phoenix, Arizona 85004-1751
Attention: Patrick J. O'Leary
Telecopy No.: (602) 407-2177
2. Conditions to Effectiveness. This Amendment shall not become
effective, and Agent and Lenders shall have no obligation hereunder, until the
following conditions shall have been satisfied in full, in Agent's sole
discretion:
(a) Agent shall have received original counterparts of this
Amendment, duly executed by each party hereto; and
(b) on and as of the date hereof, the representations and warranties
of Borrower made pursuant to Section 3 hereof shall be true, accurate and
complete in all respects.
3. Representations and Warranties of Borrower. In order to induce
Agent and Lender to enter into this Amendment, Borrower hereby makes the
following representations and warranties, each of which shall survive the
execution and delivery of this Amendment:
(a) as of the date hereof, no Default or Event of Default has
occurred and is continuing and, after giving effect to this Amendment and
the transactions contemplated hereby, no Default or Event of Default shall
have occurred and be continuing;
(b) as of the date hereof and after giving effect to this Amendment
and the transactions contemplated hereby, the representations and
warranties of Borrower and each of the Co-Obligors contained in the Loan
<PAGE> 3
Documents are true, accurate and complete in all respects on and as of the
date hereof to the same extent as though made on and as of the date
hereof, except to the extent that any such representation or warranty
expressly relates to an earlier date; and
(c) the execution, delivery and performance by Borrower and each
of the Co-Obligors of this Amendment and each of the agreements,
schedules, exhibits, certificates, documents and other instruments
attached hereto, described herein or contemplated hereby to which such
Person is a party are within its corporate power and have been duly
authorized by all necessary corporate action on the part of such Person
(including, without limitation, resolution of the board of directors and,
as applicable, the stockholders, of such Person), and this Amendment and
such agreements, schedules, exhibits, certificates, documents and
instruments are the legal, valid and binding obligation of each such
Person enforceable against each such Person in accordance with their
respective terms, except as enforceability may be limited by bankruptcy,
insolvency or other similar laws affecting the rights of creditors
generally or by application of general principles of equity.
4. Reference to and Effect on the Credit Agreement.
4.1 Except as specifically amended above, the Credit Agreement and
each of the Schedules thereto shall remain in full force and effect and the
Credit Agreement (including Schedule 6.11, Financial Covenants and Schedule
11.10, Notice Addresses), as amended by this Amendment, is hereby ratified and
confirmed in all respects.
4.2 Except to the extent the Credit Agreement has been amended by
the terms hereof or as otherwise expressly provided herein, the execution,
delivery and effectiveness of this Amendment shall not operate as a waiver of
any right, power or remedy of Agent under the Credit Agreement or any of the
other Loan Documents, or constitute a waiver of any provision of the Credit
Agreement or any of the other Loan Documents.
4.3 Upon the effectiveness of this Amendment each reference in
(a) the Credit Agreement to "this Agreement," "hereunder," "hereof," or words of
similar import and (b) any other Loan Document to "the Credit Agreement," shall,
in each case, mean and be a reference to the Credit Agreement (including
Schedule 6.11, Financial Covenants and Schedule 11.10, Notice Addresses), as
amended hereby.
5. Miscellaneous.
5.1 Fees and Expenses. Borrower agrees to pay on demand all fees,
costs and expenses incurred by or otherwise due to Agent in connection with the
preparation, execution and delivery of this Amendment, together with all fees,
costs and expenses incurred by or otherwise due to Agent prior to the date
hereof which are payable by Borrower pursuant to the Credit Agreement.
5.2 Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
<PAGE> 4
5.3 Counterparts. This Amendment may be executed in any number of
separate counterparts, each of which shall collectively and separately
constitute one agreement.
5.4 GOVERNING LAW. IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AMENDMENT AND THE OBLIGATIONS
ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS AND DECISIONS OF THE STATE OF NEW YORK (WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES) APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH
STATE, ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
* * * *
<PAGE> 5
IN WITNESS WHEREOF, each party hereto has caused this Fourth Amendment to
be duly executed and delivered by its proper and duly authorized officer as of
the date first written above.
GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent and Lender
By: /s/ CATHARINE L. MIDKIFF
------------------------------
Catharine L. Midkiff
Vice President Commercial Finance
CARLISLE PLASTICS, INC.
By: /s/ CHERYL SAUTER
------------------------------
Cheryl Sauter
Treasurer
A&E PRODUCTS (FAR EAST) LTD.
By: /s/ PATRICK J. O'LEARY
------------------------------
Patrick J. O'Leary
Director
PLASTICOS BAJACAL S.A. DE C.V.
By: /s/ CLIFFORD A. DEUPREE
------------------------------
Clifford A. Deupree
Sole Administrator
RHINO-X INDUSTRIES, INC.
By: /s/ CHERYL SAUTER
------------------------------
Cheryl Sauter
Treasurer
A&E - KOREA, LTD.
By: /s/ PATRICK J. O'LEARY
------------------------------
Patrick J. O'Leary
VP, Secretary & CFO
AMERICAN WESTERN CORPORATION
By: /s/ CHERYL SAUTER
------------------------------
Cheryl Sauter
Treasurer
<PAGE> 1
Exhibit 10.18
AMENDMENT NO. 3 TO EQUIPMENT LEASE AGREEMENT
This Amendment No. 3 to Equipment Lease Agreement (this "Amendment")
is dated as of June 14, 1995, between Carlisle Plastics, Inc., ("Lessee") and
General Electric Capital Corporation, as agent for itself and certain
Participants ("Lessor").
Recitals
A. Lessee and Lessor are parties to an Equipment Lease Agreement
dated as of April 4, 1994 (as amended to date, the "Lease"). Unless otherwise
defined herein, capitalized terms shall have the meanings assigned to such terms
in the Lease.
B. Lessee and Lessor have agreed to amend the Maximum Capital
Expenditure covenant and the address for delivery of notices to Lessee in the
Lease as provided below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendment.
(a) Section (a) of Exhibit G-1 to the Lease is hereby amended by
deleting the following in its entirety:
January 1, 1995, through December 31, 1995 $11,000,000
and substituting the following in lieu therefor:
January 1, 1995, through December 31,1995 $16,000,000
(b) The address for delivery of notices to Lessee set forth on the
signature page of the Lease in hereby amended to read as follows:
1314 North Third Street
Phoenix, Arizona 85004
Attn: Chief Financial Officer
2. Closing condition. This Amendment shall be effective upon the
receipt by Lessee and Lessor of executed counterparts of this Amendment or of
telecopied confirmation of the execution and mailing of this Amendment.
3. Counterparts. This Amendment may be executed by the parties
hereto in several counterparts, each of which taken together shall constitute
one and the same agreement.
<PAGE> 2
4. Ratification. Except as expressly amended hereby, all of the
representations, warranties, provisions, covenants, terms and conditions of the
Lease shall remain unaltered and in full force and effect as amended hereby.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Amendment to be
duly executed as of the day and year first set forth above.
GENERAL ELECTRIC CAPITAL CORPORATION,
AS AGENT FOR ITSELF AND CERTAIN
PARTICIPANTS
By: /s/ P. WALSH
-------------------------
P. Walsh
Its: VP - Underwriting
CARLISLE PLASTICS, INC.
By: /s/ CHERYL SAUTER
-------------------------
Cheryl Sauter
Its: Treasurer
<PAGE> 1
Exhibit 10.23
AMENDMENT NO.2
TO
RECEIVABLES FUNDING AND SERVICING AGREEMENT
AMENDMENT NO. 2, dated as of June 14, 1995 ("Amendment No. 2") to the
Receivables Funding and Servicing Agreement, dated as of April 14, 1994 as
amended by Amendment No. 1 thereto dated as of October 25, 1994 (the "Original
Funding Agreement") by and among CARLISLE PLASTICS FUNDING CORPORATION, a
Delaware corporation ("Borrower"), REDWOOD RECEIVABLES CORPORATION, a Delaware
corporation, as Lender (as such, together with its successors and assigns, the
"Lender"), GENERAL ELECTRIC CAPITAL CORPORATION, in its capacity as operating
agent (as such, together with its successors and assigns, the "Operating Agent")
and in its capacity as Collateral Agent for the Liquidity Agent, the Liquidity
Lenders, the Letter of Credit Agent, the Letter of Credit Providers and the CP
Holders (as such, together with its successors and assigns, the "Collateral
Agent") and CARLISLE PLASTICS, INC., a Delaware corporation (as such, together
with its successors and assigns, the "Parent"), as servicer (as such, together
with its successors and permitted assigns, the "Servicer"). Capitalized terms
used and not defined herein shall have the meanings specified in the Original
Funding Agreement.
The Borrower, the Lender, the Operating Agent, the Collateral Agent
and the Parent agree as follows:
1. The Borrower represents and warrants as follows:
(a) The Borrower has the corporate power, authority and legal
right to execute, deliver and perform the Original Funding Agreement, as amended
hereby, and to borrow the Funding Loans thereunder. The Borrower has taken all
necessary corporate action to authorize the borrowing of Loans on the terms and
conditions of the Original Funding Agreement, as amended hereby, and the
execution, delivery and performance of this Amendment No. 2. No consent,
license, permit, approval or authorization of, exemption by, notice or report to
or registration, filing or declaration with any Governmental Authority is
required for the execution, delivery and performance by the Borrower of the
Original Funding Agreement, as amended hereby, which has not been obtained,
made, given or accomplished. The Original Funding Agreement, as amended hereby,
and the Note have each been executed and delivered by a duly authorized officer
of the Borrower and each constitutes a legal, valid and binding agreement or
obligation of the Borrower enforceable against the Borrower in accordance with
its terms.
(b) The execution, delivery and performance by the Borrower of
the Original Funding Agreement, as amended hereby, will not violate (i) any
provision of any existing law or regulation applicable to the Borrower, (ii) any
provision of any order, judgment, award or decree of any court, arbitrator or
governmental authority applicable to the Borrower, (iii) the Certificate of
Incorporation or By-Laws of the Borrower, or (iv) any mortgage, indenture,
lease, contract or other agreement, instrument or undertaking to which the
<PAGE> 2
Borrower is a party or by which the Borrower or any of its assets may be bound,
and will not, except as otherwise provided in any Redwood Program Document,
result in or require the creation or imposition of any Adverse Claim on any of
its property, assets or revenues pursuant to the provisions of any such
mortgage, indenture, lease, contract or other agreement, instrument or
undertaking.
2. Schedule 9 of the Original Funding Agreement is hereby
amended as attached hereto.
3. The miscellaneous provisions under ARTICLE XIV of the
Original Funding Agreement, together with the definitions of all terms used
therein, and all other sections of the Original Funding Agreement to which
such sections refer are hereby incorporated by reference as if the provisions
thereof were set forth in full herein, except that (a) the terms "Original
Funding Agreement" and "Agreement" shall be deemed to refer to the Original
Funding Agreement, as amended hereby; (b) the terms "this Original Funding
Agreement" and "this Agreement" shall be deemed to refer to the Original Funding
Agreement as amended hereby; and (c) the terms "hereunder", "hereby" and
"hereto" shall be deemed to refer to the Original Funding Agreement as amended
hereby.
4. The Original Funding Agreement, as amended hereby, shall be
deemed to be amended hereby to the extent necessary, if any, to give effect to
this Amendment No. 2. Except as so amended hereby, the Original Funding
Agreement shall remain in full force and effect in accordance with their
respective terms. Except as amended hereby, all provisions, terms and
conditions, covenants, and representations and warranties of the Original
Funding Agreement shall remain in full force and effect in accordance with its
terms. The execution and delivery of this Amendment No. 2 by the Lender, the
Collateral Agent and the Operating Agent shall not waive or be deemed to waive
any default which has occurred or which may be occurring in respect of the
Original Funding Agreement.
IN WITNESS WHEREOF, each of the parties hereto have caused this
Amendment No. 2 to the Receivables Funding and Servicing Agreement to be duly
executed on the date first above written.
CARLISLE PLASTICS FUNDING
CORPORATION, as Borrower
By: /s/ CHERYL SAUTER
------------------------------
Name: Cheryl Sauter
Title: Treasurer & Secretary
<PAGE> 3
REDWOOD RECEIVABLES
CORPORATION, as Lender
By: /s/ LOUIS M. NATALE
-----------------------------
Name: Louis M. Natale
Title: Assistant Secretary
CARLISLE PLASTICS, INC., as Servicer
By: /s/ CHERYL SAUTER
------------------------------
Name: Cheryl Sauter
Title: Treasurer
GENERAL ELECTRIC CAPITAL CORPORATION, as
Operating Agent and Collateral Agent
By: /s/ CATHARINE L. MIDKIFF
-----------------------------
Name: Catharine Midkiff
Title: V.P. Commercial Finance
<PAGE> 4
Schedule 9 of the Original Funding Agreement is amended by deleting
subparagraph (a) of Paragraph 1 of said Schedule 9 in its entirety and
substituting therefor the following:
(a) Maximum Capital Expenditures. The Servicer and its Subsidiaries on a
consolidated basis shall not make Capital Expenditures during the following
periods that exceed in the aggregate the amounts set forth opposite each of
such periods:
<TABLE>
<CAPTION>
Aggregate Maximum
Period Covered Capital Expenditures
<S> <C>
January 1, 1994 through $ 19,400,000
December 31, 1994
January 1, 1995 through $ 16,000,000
December 31, 1995
January 1, 1996 through $ 12,000,000
December 31, 1996
January 1, 1997 through $ 12,000,000
December 31, 1997
</TABLE>
<PAGE> 1
Exhibit 10.28
EMPLOYMENT AGREEMENT
This Agreement is made as of September 12, 1994 (the "Effective Date") between
CARLISLE PLASTICS, INC. a Delaware corporation ("Carlisle") and Patrick J.
O'Leary ("O'Leary").
WHEREAS, Carlisle considers the establishment and maintenance of a sound
and vital management to be essential to protecting and enhancing the best
interest of Carlisle and its shareholders; and
WHEREAS, O'Leary is expected to make a significant contribution to the
profitability, growth and financial strength of Carlisle as its Chief Financial
Officer; and
WHEREAS, Carlisle, as a publicly held corporation, recognizes that the
possibility of a change of control may exist and that such possibility, and the
uncertainty and questions which it may raise among management, may result in
the departure or distraction of the performance of O'Leary's duties to the
detriment of Carlisle and its shareholders; and
WHEREAS, O'Leary is willing to continue his employment with Carlisle upon
the understanding that Carlisle will provide income security if O'Leary's
employment is terminated under certain terms and conditions;
WHEREAS, it is in the best interests of Carlisle and its stockholders to
employ O'Leary and to reinforce and encourage his continued attention and
dedication to his assigned duties without distraction and to ensure his
continued availability to Carlisle in the event of a Change in Control; and
WHEREAS, it is further in Carlisle's best interests to receive certain
assurances from O'Leary regarding Carlisle's confidentiality and competition
concerns;
THEREFORE, in consideration of the foregoing and of change in control
protection, continued employment and other benefits hereunder, as well as other
mutual covenants and obligations hereinafter set forth, Carlisle and O'Leary
agree as follows:
1. Employment. Carlisle agrees to continue to employ O'Leary as Chief
Financial Officer of Carlisle under the terms, conditions and benefits set
forth herein and O'Leary accepts continued employment with Carlisle on said
terms, conditions and benefits.
2. Term. The term of O'Leary's employment shall continue until terminated
pursuant to paragraphs 6, 7, or 8 herein.
<PAGE> 2
3. Duties. In his position as Chief Financial Officer, O'Leary will continue
to faithfully and diligently exercise overall financial responsibility of
Carlisle and perform such responsibilities as may be assigned to him from time
to time by the Board of Directors of Carlisle (the "Board"); devote his full
time, energy and skill to Carlisle's business, as is reasonably necessary to
execute fully his duties hereunder, except for vacations, absences made
necessary because of illness, and service on other corporate, civic, or
charitable boards or committees not significantly interfering with his duties
hereunder; and promote Carlisle's best interests. The principal place of
employment and the location of O'Leary's principal office and normal place of
work shall be in the Phoenix, Arizona metropolitan area. O'Leary will be
expected to travel to other locations, as necessary, in the performance of his
duties during the term of this Agreement. O'Leary shall not engage in any
other business activity inconsistent with this duties and obligations
hereunder, whether personal or for gain, profit or pecuniary advantage.
4. Compensation. For all services rendered by O'Leary, Carlisle shall pay
O'Leary a base annual salary of $250,000, payable at such times as salaried
employees of Carlisle are customarily paid. The Board shall, from time to time
during O'Leary's employment, review his annual salary in connection with
possible increases, giving consideration to inflation factors, performance of
O'Leary and Carlisle, salaries paid for positions of similar responsibility for
other companies, and other relevant factors, and shall provide for such
increase when deemed appropriate. O'Leary shall in addition be eligible to
receive annual executive incentive bonuses up to 100% of O'Leary's annual base
salary, which are given solely at the discretion of the Board acting through
its Compensation Committee, commensurate with the performance of Carlisle and
O'Leary's contribution as Chief Financial Officer of Carlisle in furthering the
strategic goals and objectives of the Company. Up to 25% of such bonus may be
payable in stock of the Company. In the event of termination of this Agreement
by Carlisle without Good Cause, as defined in paragraph 7 herein, or by O'Leary
for Good Reason, as defined in paragraph 6 herein, the Board shall, in its sole
discretion, in good faith determine and cause to be paid the proportionate
amount of any bonus earned by O'Leary through the date of termination, provided
however that such determination shall be final and binding.
5. Benefits. O'Leary shall be entitled to an annual paid vacation of up to
six (6) weeks per year, which may not be carried over beyond the end of any
fiscal year, and such insurance, 401(k) program and other benefits described in
Carlisle's employee manual, as are available to all salaried employees of
Carlisle, subject to any limitations on such benefits to officers, directors,
or highly paid employees in order that such benefit programs qualify under
federal or state law for favored tax or other treatment. Such benefit programs
may be changed from time to time by the Board. O'Leary shall also be entitled
to reimbursement of his reasonable and necessary expenses incurred in
connection with the performance of his duties hereunder.
<PAGE> 3
6. Termination by O'Leary. O'Leary may resign his employment with Carlisle
effective upon 15 days' advance written notice to the Board. If O'Leary
resigns under this paragraph, the Board retains the right to terminate his
employment, effective upon written notice to O'Leary , at anytime during the 15-
day notice period, provided, however, that base salary and the employer portion
of his health insurance premiums will continue to be paid by Carlisle for the
duration of the 15-day notice period. In connection with his termination,
O'Leary will receive any accrued unused vacation pay to which he is entitled.
O'Leary may also terminate his employment with Carlisle at any time for
Good Reason, effective immediately upon written notice to the Board. Good
Reason shall exist if Carlisle has materially breached any of the terms of this
Agreement or if O'Leary is assigned duties which are materially inconsistent
with his position, duties, responsibilities and status as Chief Financial
Officer of Carlisle. If O'Leary terminates his employment for Good Reason, he
is entitled to Salary Continuation for 12 months following his resignation
date. Salary Continuation will be computed at the annual rate of $250,000 (or
such higher salary as then may be in effect) and will be payable to O'Leary on
the same schedule and in the same amount as the payment of salary prior to
termination of his employment, until such time as the full Salary Continuation
obligation shall be discharged, as provided in this paragraph 6. During the
period when Salary Continuation is payable to O'Leary, Carlisle will also
continue to provide to O'Leary all medical and health benefits provided to its
other senior executives. O'Leary shall also receive any accrued unused
vacation pay to which he is entitled. Receipt of Salary Continuation is
subject to O'Leary's compliance with his obligations under paragraphs 9 and 10
of this Agreement.
Payment of the employer portion of O'Leary's group health insurance
premiums under this paragraph and under paragraphs 7 and 8 herein shall cease
as of the date O'Leary is covered under another group health plan if such
coverage occurs prior to termination of any salary continuation periods set
forth in said paragraphs.
7. Termination by Carlisle. Carlisle shall have the right to terminate
O'Leary's employment in any of the following ways:
a. If O'Leary dies during the term, his employment under this Agreement
shall thereupon terminate, except that Carlisle shall pay to the legal
representative of O'Leary's estate all compensation due hereunder up to the
date of his death, including salary and any other compensation, prorated
through the last day of the month during which his death has occurred.
b. Carlisle, by written notice to O'Leary, may terminate O'Leary's
employment under this Agreement if he becomes physically or mentally disabled
during the term so that he shall not be able to perform, for a period of 120
consecutive days, with reasonable accommodation, substantially the usual duties
assigned to him hereunder ("Disability"). In such event, Carlisle shall pay to
O'Leary all compensation due hereunder up to the date of such termination,
including salary and any other compensation (prorated through the last day of
the month during which such termination has occurred).
<PAGE> 4
c. Carlisle, by written notice to O'Leary, may terminate his employment
for Good Cause, as defined below. In the event of termination under this
subparagraph 7.c., O'Leary shall be paid his salary and any other compensation
hereunder, prorated up to the date of termination.
"Good Cause" for the purpose of this Agreement shall mean one or more
of the following: (i) willful and premeditated failure or refusal of O'Leary
to render services to Carlisle in accordance with his obligations under
paragraph 3; (ii) the commission by O'Leary of an act of fraud or embezzlement
against Carlisle; (iii) the commission of any other willful or reckless act
which injures Carlisle in a substantial or material way (it being understood
that mere negligence in performance of duties is not Good Cause under this
Agreement); or (iv) the commission of a substantial act of moral turpitude by
O'Leary which is deemed by Carlisle's Board to have a material adverse effect
on Carlisle.
Termination for Good Cause shall only be made by a decision of the full
Board (excluding O'Leary) after providing O'Leary a full hearing before the
Board after ten (10) days advance written notice of the meeting, which states
that among its purposes is consideration of terminating O'Leary's employment
for Good Cause. O'Leary shall have the right to appear at such meeting and to
have counsel, other advisers and witnesses attend the same.
d. In addition, Carlisle may, by written notice to O'Leary, terminate
his employment without Good Cause, in which event O'Leary will be paid his
salary and any other compensation up to the date of termination (prorated
through the last day of the month during which O'Leary has been terminated) on
the date of such termination. O'Leary is also entitled to receive Salary
Continuation for 12 months from his termination date. Salary Continuation will
be computed at the annual rate of $250,000 (or such higher salary as then may
be in effect) and will be payable to O'Leary on the same schedule and in the
same amount as the payment of salary prior to termination of his employment,
until such time as the full Salary Continuation obligation shall be discharged,
as provided in this paragraph 6. During the period when Salary Continuation is
payable to O'Leary, Carlisle will also continue to provide to O'Leary all
medical and health benefits provided to its other senior executives. O'Leary
shall also receive any accrued unused vacation pay to which he is entitled.
Receipt of Salary Continuation is subject to O'Leary's compliance with his
obligations under paragraphs 9 and 10 of this Agreement.
8. Termination Following a Change in Control.
a. Definition. Change in Control shall mean a change in control which
would be required to be reported in response to Item 1 of Form 8-K promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
whether or not Carlisle is then subject to such reporting requirement
including, without limitation, if:
<PAGE> 5
i. any "person (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act) becomes a "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of Carlisle
representing 50% or more of the combined voting power of Carlisle's then
outstanding securities. For purposes of this subparagraph, a person becomes a
beneficial owner as of the date on which an option to purchase Carlisle
securities is granted to such person; or
ii. there ceases to be a majority of the Board of Directors
comprised of: (A) individuals who on the date hereof constituted the Board of
Carlisle, and (B) any new director who subsequently was elected or nominated
for election by a majority of the directors who held such office immediately
prior to a Change in Control.
O'Leary agrees that, subject to the terms and conditions of this
Agreement, in the event of a Change in Control of Carlisle occurring after the
date hereof, O'Leary will remain in the employ of Carlisle of a period of 30
days from the occurrence of such Change in Control.
b. Applicability. In the event of a Change of Control, O'Leary shall be
entitled to receive the benefits set forth in subparagraph f below if his
employment terminates within 36 months of such Change in Control for any reason
other than death, Good Cause, retirement or resignation other than for Good
Reason. Notwithstanding anything herein to the contrary, O'Leary may
voluntarily terminate his employment for any reason during the period
commencing on the 31st day following a Change of Control and ending on the
360th day following the Change in Control, and such termination shall be deemed
"Good Reason" for all purposes of this Agreement. O'Leary shall, in return for
the benefits provided under this subparagraph f, sign a severance agreement
with Carlisle, in which he agrees to release any and all claims and causes
which he might have against Carlisle and in which he affirms and acknowledges
his obligations under paragraphs 9 and 10 of this Agreement.
c. Notice of Termination. Any purported termination of employment shall
be communicated by written Notice of Termination to the other party hereto in
accordance with paragraph 20 hereunder. For purposes of this Agreement, a
"Notice of Termination" shall mean a notice which indicates the specific
termination provision in this Agreement relied upon and which sets forth the
facts and circumstances claimed to provide a basis for termination of O'Leary's
employment.
d. Date of Termination. For purposes of this Agreement, "Date of
Termination" shall mean:
i. O'Leary's employment is terminated for Disability, as defined in
paragraph 7.b. hereunder, 30 days after Notice of Termination is given
(provided that O'Leary shall not have returned to the full-time performance of
O'Leary's duties during such 30-day period); and
<PAGE> 6
ii. O'Leary's employment is terminated pursuant to a provision
contained in paragraph 6 or 7 herein or for any other reason (other than
Disability), the date specified in the Notice of Termination, consistent with
the provisions in said paragraphs.
e. Dispute of Termination. If, within ten days after any Notice of
Termination is given, the party receiving such Notice of Termination notifies
the other party that a dispute exists concerning the termination, the Date of
Termination shall be the date on which the dispute is finally determined,
either by mutual written agreement of the parties, or by a final judgement,
order or decree of a court of competent jurisdiction (which is not appealable
or the time for appeal therefrom having expired and not appeal having been
perfected); provided, that the Date of Termination shall be extended by a
notice of dispute only if such notice is given in good faith and the party
giving such notice pursues the resolution of such dispute with reasonable
diligence. Notwithstanding the pendency of any such dispute, Carlisle shall
continue to pay O'Leary full compensation in effect when the notice giving rise
to the dispute was given (including, but not limited to, base salary) and
continue O'Leary as a participant in all compensation, benefit and insurance
plans in which O'Leary was participating when the notice giving rise to the
dispute was given, until the dispute is finally resolved in accordance with
this subsection. Amounts paid under this subsection are in addition to all
other amounts due under this Agreement and shall not be offset against or
reduce any other amounts under this Agreement.
f. Compensation Upon Termination. Following a Change in Control, as
defined in subparagraph 8.a. above, to the extent provided in subparagraph 8.b.
above, O'Leary shall be entitled to the following benefits in lieu of any
benefits which would otherwise be available to him upon termination under
paragraphs 6 or 7 hereunder:
i. Carlisle shall pay O'Leary through the Date of Termination
O'Leary's base salary at the rate in effect at the time the Notice of
Termination is given and any other form or type of other compensation otherwise
payable for such period, including an executive incentive bonus, commensurate
with his performance and the performance of Carlisle.
ii. In lieu of any further salary payments for periods subsequent to
the Date of Termination, Carlisle shall pay a severance payment (the "Severance
Payment") equal to 24 months of O'Leary's Compensation as defined below based
on the average monthly Compensation paid to O'Leary during the 12 month period
ending immediately prior to the Date of Termination (without given effect to
any reduction in such Compensation which would constitute a breach of this
Agreement). For purposes of this subparagraph, Compensation shall mean and
include every type and form of compensation paid to O'Leary by Carlisle (or any
corporation ("Affiliate") affiliated with Carlisle within the meaning of
Section 1504 of the Internal Revenue Code of 1986, as may be amended from time
to time (the "Code") ) and included in O'Leary's gross income for federal
income tax purposes, but excluding compensation income recognized as a result
of the exercise of stock options or sale of the stock so acquired. All of
O'Leary's contributions to any qualified plan pursuant to Section 401(k) of the
Code or any flexible benefit plan pursuant to Section 125 of the Code shall be
deemed to be included in gross income for federal tax purposes for purposes of
<PAGE> 7
this subparagraph. The Severance Payment shall be made in a single lump sum
within 60 days after the Date of Termination.
iii. For the period of time after the Date of Termination on which
the Severance Payment is based in accordance with paragraph (ii) above (two
years), Carlisle shall arrange to provide, at its sole expense, O'Leary with
life, disability and health insurance benefits substantially similar to those
which O'Leary is receiving or entitled to receive immediately prior to the
Notice of Termination. The cost of providing such benefits shall be in
addition to (and shall not reduce) the Severance Payment. Benefits otherwise
receivable by O'Leary pursuant to this paragraph (iii) shall be reduced to the
extent comparable benefits are actually received by O'Leary during such period
from any third party, any such benefits actually received by O'Leary shall be
reported to Carlisle.
iv. Carlisle shall also pay to O'Leary all legal fees and expenses
incurred by O'Leary as a result of such termination (including all such fees
and expenses, if any, incurred in contesting or disputing any such termination
or in seeking to obtain or enforce any right or benefit provided by this
paragraph).
v. The Severance Payment shall be reduced and offset by the amount
of any other payment received or to be received by O'Leary in connection with
his termination of employment pursuant to any policies of Carlisle.
vi. If a determination is made by legislation, regulations, rulings
directed to Carlisle or O'Leary, or court decision that the aggregate amount of
any payment made to O'Leary hereunder, or pursuant to any plan, program or
policy of Carlisle in connection with, on account of, or as a result of, a
Change of Control constitutes "excess parachute payments" as defined in Section
280G of the code subject to the excise tax provisions of Section 4999 of the
Code, or any successor sections thereof, O'Leary shall be entitled to receive
from Carlisle, in addition to any other amounts payable hereunder, an amount
which shall be equal to such excise tax, plus, on a net after-tax basis, an
amount equal to the aggregate amount of any interest, penalties, fines or
additions to any tax, including income tax, which are imposed in connection
with the imposition of such excise tax. Such amount shall be payable to
O'Leary as soon as may be practicable after such final determination is made.
O'Leary and Carlisle shall mutually and reasonable determine whether or not
such determination has occurred or whether any appeal to such determination
should be made.
vii. O'Leary shall be entitled to receive all benefits payable to
O'Leary under the Carlisle Plastics, Inc. 401(k) Plan and Trust or any
successor of such Plan and Trust and any other plan or agreement relating to
retirement benefits.
<PAGE> 8
viii. O'Leary shall not be required to mitigate the amount of any
payment provided for in this paragraph 8 by seeking other employment or
otherwise, nor shall the amount of any payment or benefit provided for in this
paragraph 8 be reduced by any compensation earned by O'Leary as the result of
employment by another employer or by retirement benefits after the Date of
Termination, or otherwise except as specifically provided in the paragraph 8.
ix. In order to assure the performance of Carlisle or its successor
of its obligations under this paragraph, Carlisle may deposit in trust an
amount equal to the maximum payment that will be due O'Leary under the terms
hereof. Under a written trust instrument, the Trustee shall be instructed to
pay to O'Leary (or O'Leary's legal representative, as the case may be) the
amount to which O'Leary shall be entitled under the terms hereof, and the
balance, if any, of the trust no so paid or reserved for payment shall be
repaid to Carlisle. If Carlisle deposits funds in trust, payment shall be made
no later than the occurrence of a Change in Control. If and to the extent
there are not amounts in trust sufficient to pay O'Leary under this Agreement,
Carlisle shall remain liable for any and all payments due to O'Leary. In
accordance with the terms of such trust, at all times during the term of this
Agreement, O'Leary shall have no rights, other than as an unsecured general
creditor of Carlisle, to any amounts held in trust and all trust assets shall
be general assets of Carlisle and subject to the claims or creditors of
Carlisle. Failure of Carlisle to establish or fully fund such trust shall not
be deemed a revocation or termination of this Agreement by Carlisle.
g. Stock Options. O'Leary shall, immediately upon a Change in Control,
vest in all stock options which have been granted to him and he shall be
entitled to exercise all rights and to receive all benefits accruing to him
under any and all Carlisle stock purchase and stock option plans or programs,
including the Restated Carlisle Plastics, Inc. 1991 Employee Incentive Plan, or
any successor to any such plan or program, which shall be in addition to an not
reduced by any other amounts payable to O'Leary under this paragraph 8.
9. Confidential Information. All knowledge and information not already
available to the public which O'Leary may acquire or has acquired with respect
to product development, improvements, modifications, discoveries, designs,
methods, systems, computer software, programs, codes and documentation,
research, designs, formulas, instructions, methods, inventions, trade secrets,
services or other private or confidential matters of Carlisle (such as those
concerning sales, costs, profits, organizations, customer lists, pricing
methods, etc.) or of any third party which Carlisle is obligated to keep
confidential, shall be regarded by O'Leary as strictly confidential and shall
not be used by O'Leary directly or indirectly or disclosed to any persons,
corporations or firms. All of the foregoing knowledge and information are
collectively termed "Confidential Information" herein. O'Leary's obligations
under this paragraph will not apply to any information which (a) is or becomes
known to the general public under circumstances involving no breach by O'Leary
of the terms of this paragraph, (b) is generally disclosed to third parties by
Carlisle as a continuing practice without restriction on such third parties,
(c) is approved for release by written authorization of Carlisle's Board, or
(d) O'Leary is obligated by law to disclose.
<PAGE> 9
10. Non-Competition. During the term of O'Leary's employment by Carlisle and,
if O'Leary's employment with Carlisle is terminated for any reason other than
as provided in paragraph 7.d., for a period of twenty-four (24) months
thereafter, O'Leary shall not directly or indirectly engage in, enter into or
participate in the business of Carlisle or in any business or commercial
activity which does or is reasonably likely to compete with or adversely affect
the Business or products of Carlisle, either as an individual for O'Leary's own
account, as a partner or a joint venturer, or as an officer, director,
consultant or holder of more than five percent (5%) of the entity interest in,
any other person, firm, partnership or corporation, or an employee, agent or
salesman for any person. In addition, during such period O'Leary shall not:
avail himself of any advantages or acquaintances he has made with any person
who has, within the twelve (12) month period ended on the date of termination
of his employment, been a customer of Carlisle or its affiliates, and which
would, directly or indirectly, materially divert business from or materially
and adversely affect the Business of Carlisle; interfere with the contractual
relations between Carlisle and any of its employees.
For purposes of this Agreement, the "Business of Carlisle" or Business" means
and includes the business of the manufacture, production and distribution of
plastic garment hangers, trash bags, sheeting, bottles and any other products
currently offered or currently under development by Carlisle during two (2)
years prior to the date of termination of O'Leary's employment.
Inasmuch as the activities of Carlisle are conducted on a North American basis,
the restrictions of this paragraph 10 shall apply throughout the United States,
Canada, and Mexico.
11. Remedies. O'Leary acknowledges that the restrictions set forth in
paragraphs 9 and 10 hereof are reasonably necessary to protect legitimate
business interests of Carlisle.
12. Severability. The parties intend that the covenants and agreements
contained herein shall be deemed to be a series of separate covenants and
agreements, one for each and every state of the United States and political
subdivision outside the United States where the business described is
conducted. If, in any judicial proceeding, a court shall refuse to enforce any
of the separate covenants deemed included in such action, then such enforceable
covenants shall be deemed eliminated for the provisions of this Agreement for
the purpose of such proceeding to the extent necessary to permit the remaining
covenants to be enforced in such proceeding. Further, in the event that any
provision is held to be overbroad as written, such provision shall be deemed
amended to narrow its application to the extent necessary to make the provision
enforceable according to applicable law and enforced as amended.
<PAGE> 10
13. Binding Effect.
a. Carlisle 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 Carlisle to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that Carlisle would be
required to perform it if no such succession had taken place. Failure of
Carlisle to obtain such assumption and agreement prior to the effectiveness of
any such succession shall be a breach of this Agreement and shall entitle
O'Leary to compensation from Carlisle in the same amount and on the same terms
as he would be entitled hereunder if he terminated his employment for Good
Reason following a Change of Control, except that for purposes of implementing
the foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination.
b. The Agreement shall inure to the benefit of and be enforceable by
O'Leary's personal or legal representatives, successors, heirs, and designated
beneficiaries. If O'Leary should die while any amount would still be payable
to O'Leary hereunder if O'Leary had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to O'Leary's designated beneficiaries, or, if there is no such
designated beneficiary, to O'Leary's estate.
14. Entire Agreement. From and after the date of this Agreement the terms and
provisions of this Agreement constitute the entire agreement between the
parties and this Agreement supersedes any previous oral or written
communications, representations, or agreements with respect to any subject,
including the subject matter of compensation, bonus, participation and profit
sharing and termination compensation.
15. Waiver and Interpretation. The waiver by either party of a breach of any
provision of this Employment Agreement by the other party shall not operate or
be construed as a waiver of any subsequent breach by the breaching party. No
waiver shall be valid unless in writing and signed by the party providing such
waiver. If any provision of this Agreement is held by any court to be
unenforceable, then such provision shall be deemed to be eliminated from the
Agreement to permit enforceability of the remaining provisions. If any
provision is held to be overbroad, such provision shall be amended to narrow
its application to the extent necessary for enforceability.
16. Application Law. All questions pertaining to the validity, construction,
execution and performance of this Agreement shall be construed and governed in
accordance with the laws of the Commonwealth of Massachusetts. The parties
consent to the person jurisdiction of the Commonwealth of Massachusetts, waive
any argument that such a forum is not convenient, and agree that any litigation
relating to this Agreement shall be venued in Boston, Massachusetts.
17. Tax Withholding. Carlisle may withhold from any payment of benefits under
this Agreement (and forward to the appropriate taxing authority) any taxes
required to be withheld under applicable law.
<PAGE> 11
18. Notice. Any notice required or desired to be given under this Employment
Agreement shall be deemed given if in writing sent by certified mail to his
residence in the case of O'Leary, or to its principal office in the case of
Carlisle.
IN WITNESS WHEREOF, the parties have executed this Employment Agreement as
of the date and year first set forth above.
CARLISLE PLASTICS, INC.
By /s/ WILLIAM H. BINNIE
-------------------------
William H. Binnie
Chairman of the Board
/s/ PATRICK J. O'LEARY
-------------------------
Patrick J. O'Leary
<PAGE> 1
Exhibit 10.29(a)
May 12, 1995
Mr. Patrick J. O'Leary
Chief Financial Officer
Carlisle Plastics, Inc.
1314 North Third Street
Phoenix, Arizona 85004-1751
Dear Patrick:
Phoenixcor, Inc. is pleased to submit the following Lease Proposal for your
consideration and acceptance. This conditional proposal is subject to formal
credit approval, documentation and satisfaction of all other specified
provisions in form and substance acceptable to the Lessor, or its assigns.
LESSOR: Phoenixcor, Inc., or its assigns
LESSEE: Carlisle Plastics, Inc.
GUARANTORS: None
EQUIPMENT: Various Injection Molding equipment and Blown Film Lines
with an Approximate combined cost of $5,000,000.00
EQUIPMENT COST: $6,000,000.00
LOCATION: Various, to be determined
LEASE TERM: 60 Months
ADVANCE RENTALS: The Lessee will make their first payment in advance to the
Lessor. Such advance rental will be due upon acceptance of
the equipment.
MONTHLY RENTAL: $108,031.00
Rental payments will float during the term of the Lease
based on a spread of 300 basis points over the average of
30 DAY LIBOR. On a monthly basis, Phoenixcor will determine
the one (1) month average of LIBOR as published by the
Telerate Access Service Index. At the time of this proposal
the one (1) month average of LIBOR was 6.062%.
AMORTIZATION RATE: 9.062% (assuming a 20% Purchase Option is exercised)
On an annual basis, Phoenixcor will determine the
appropriate monthly interest rate and bill the Lessor for
additional interest charges or in the event that the
interest rate was lower than the amortization rate,
Phoenixcor will reduce the Lessee's principal balance by
such amount.
<PAGE> 2
END OF LEASE OPTIONS: At Lease expiration, the Lessee shall have the option to
purchase all the Equipment but not less than all, for its then Fair Market
Value not to be less than 20% of the Financed Amount or renew the Lease for an
additional 12 months at a rental of $100,000.00 plus interest at the then 30
day LIBOR Rate plus 300 basis points.
OTHER CONDITIONS: Lessor to mirror financial covenants between Carlisle
Plastics, Inc. and General Electric Capital Corporation. Lessor agrees to
amend or waive covenants if and to the extent that General Electric Capital
Corporation amends or waives covenants.
INSURANCE: During the term of the Lease, the Lessee, at its own expense will
provide liability and all risk physical damage insurance including loss by
burglary, theft and malicious mischief, for full replacement value of the
equipment, naming Phoenixcor as Loss Payee and Additional Insured.
DEPOSIT: Upon acceptance of this proposal, Lessee shall pay Phoenixcor a
non-interest bearing Deposit in the amount of $60,000.00. This Deposit in will
be returned to Lessee (i) in the event Phoenixcor does not approve this
transaction, or (ii) upon the Lease closing, which includes receipt of all
properly executed documentation, net of the documentation fee; or (iii) in the
event that Phoenixcor and Lessee fail to agree upon the structure and
documentation of this transaction; or (iv) upon Phoenixcor's termination of
this transaction because of a materially adverse change in Lessee's financial
condition. If this transaction is not fully closed by the Purchase Cut-Off
date for any other reason, then Phoenixcor shall retain the Deposit as
liquidated damages.
MATERIAL CHANGES: In the event that the actual equipment differs in any
material respect from the preliminary list or Phoenixcor's reasonable
assumptions with respect thereto, or in the event that there shall be a
materially adverse change in Lessee's financial condition prior to funding,
Phoenixcor shall have the right and the option to terminate its obligations
hereunder without incurring any liability to Lessee.
PROGRESS PAYMENTS: Lessor agrees to make progress payments to the vendors on
the Lessee's behalf based upon the payment terms as outlined in the vendor's
Purchase Agreement. The rate for any interim funding will be the current Prime
rate published in the eastern edition of the Wall Street Journal plus 1.50%.
The interest accrued on interim funding will be repayable monthly in arrears.
EXPENSES: Phoenixcor contemplates using standard documentation and intends to
use in-house counsel. Lessee will pay Phoenixcor a $6,000.00 non-refundable
documentation fee to cover administrative expenses in processing this
transaction.
PURCHASE CUT-OFF DATE: Phoenixcor's obligation to fund under any commitment
which may arise if approved, terminates on May 12, 1996 with regard to any
Equipment not delivered to and payment not authorized by Lessee.
PROPOSAL EXPIRATION: This proposal expires on May 19, 1995 if not accepted by
Lessee.
You may indicate your acceptance of this proposal by executing this letter and
returning it with the required proposal fee equal to $60,000.00 and the
required financial information.
<PAGE> 3
Lessee acknowledges that this Letter contains the entire Lease proposal
(superseding all previous representations and agreements, either oral or
written) and that there are no promises, agreements or understandings outside
of this letter. Lessee further acknowledges that this proposal is not to be
construed as a commitment by Phoenixcor and that any commitment is subject to
Phoenixcor's review and written approval.
We appreciate the opportunity to submit this proposal, if you have any
questions or require further information, please feel free to contact us.
Very truly yours,
/s/ SAMUEL H. SMITH III
------------------------------
Samuel H. Smith III
Senior Vice President
Division Manager
The above transaction is Accepted and Agreed to:
By: /s/ PATRICK J. O'LEARY
----------------------------
Patrick J. O'Leary
Title: Chief Financial Officer
Date: 5/19/95
<PAGE> 1
Exhibit 10.29(b)
May 12, 1995
Mr. Patrick J. O'Leary
Chief Financial Officer
Carlisle Plastics, Inc.
1314 North Third Street
Phoenix, Arizona 85004-1751
Dear Patrick:
Phoenixcor, Inc. is pleased to submit the following Lease Proposal for your
consideration and acceptance. This conditional proposal is subject to formal
credit approval, documentation and satisfaction of all other specified
provisions in form and substance acceptable to the Lessor, or its assigns.
LESSOR: Phoenixcor, Inc., or its assigns
LESSEE: Carlisle Plastics, Inc.
GUARANTORS: None
EQUIPMENT: Various molds, tools and auxiliary equipment with an
approximate combined cost of $1,500,000.00
EQUIPMENT COST: $1,500,000.00
LOCATION: Various, to be determined
LEASE TERM: 60 Months
ADVANCE RENTALS: The Lessee will make their first payment in advance to the
Lessor. Such advance rental will be due upon acceptance of
the equipment.
MONTHLY RENTAL: $27,207.00
Rental payments will float during the term of the Lease
based on a spread of 325 basis points over the average of
30 day LIBOR. On a monthly basis, Phoenixcor will determine
the one (1) month average of LIBOR as published by the
Telerate Access Service Index. At the time of this proposal
the one (1) month average of LIBOR was 6.062%.
AMORTIZATION RATE: 9.31% (assuming a 20% Purchase Option is exercised)
On an annual basis, Phoenixcor will determine the
appropriate monthly interest rate and bill the Lessor for
additional interest charges or in the event that the
interest rate was lower than the amortization rate,
Phoenixcor will reduce the Lessee's principal balance by
such amount.
<PAGE> 2
END OF LEASE OPTIONS: At Lease expiration, the Lessee shall have the option to
purchase all the Equipment but not less than all, for its then Fair Market
Value not to be less than 20% of the Financed Amount or renew the Lease for an
additional 12 months at a rental of $25,000.00 plus interest at the then 30 day
LIBOR Rate plus 325 basis points.
OTHER CONDITIONS: Lessor to mirror financial covenants between Carlisle
Plastics, Inc. and General Electric Capital Corporation. Lessor agrees to
amend or waive covenants if and to the extent that General Electric Capital
Corporation amends or waives covenants.
INSURANCE: During the term of the Lease, the Lessee, at its own expense will
provide liability and all risk physical damage insurance including loss by
burglary, theft and malicious mischief, for full replacement value of the
equipment, naming Phoenixcor as Loss Payee and Additional Insured.
DEPOSIT: Upon acceptance of this proposal, Lessee shall pay Phoenixcor a
non-interest bearing Deposit in the amount of $15,000.00. This Deposit in will
be returned to Lessee (i) in the event Phoenixcor does not approve this
transaction, or (ii) upon the Lease closing, which includes receipt of all
properly executed documentation, net of the documentation fee; or (iii) in the
event that Phoenixcor and Lessee fail to agree upon the structure and
documentation of this transaction; or (iv) upon Phoenixcor's termination of
this transaction because of a materially adverse change in Lessee's financial
condition. If this transaction is not fully closed by the Purchase Cut-Off
date for any other reason, then Phoenixcor shall retain the Deposit as
liquidated damages.
MATERIAL CHANGES: In the event that the actual equipment differs in any
material respect from the preliminary list or Phoenixcor's reasonable
assumptions with respect thereto, or in the event that there shall be a
materially adverse change in Lessee's financial condition prior to funding,
Phoenixcor shall have the right and the option to terminate its obligations
hereunder without incurring any liability to Lessee.
PROGRESS PAYMENTS: Lessor agrees to make progress payments to the vendors on
the Lessee's behalf based upon the payment terms as outlined in the vendor's
Purchase Agreement. The rate for any interim funding will be the current Prime
rate published in the eastern edition of the Wall Street Journal plus 1.50%.
The interest accrued on interim funding will be repayable monthly in arrears.
EXPENSES: Phoenixcor contemplates using standard documentation and intends to
use in-house counsel. Lessee will pay Phoenixcor a $1,500.00 non-refundable
documentation fee to cover administrative expenses in processing this
transaction.
PURCHASE CUT-OFF DATE: Phoenixcor's obligation to fund under any commitment
which may arise if approved, terminates on May 12, 1996 with regard to any
Equipment not delivered to and payment not authorized by Lessee.
PROPOSAL EXPIRATION: This proposal expires on May 19, 1995 if not accepted by
Lessee.
You may indicate your acceptance of this proposal by executing this letter and
returning it with the required proposal fee equal to $15,000.00 and the
required financial information.
<PAGE> 3
Lessee acknowledges that this Letter contains the entire Lease proposal
(superseding all previous representations and agreements, either oral or
written) and that there are no promises, agreements or understandings outside
of this letter. Lessee further acknowledges that this proposal is not to be
construed as a commitment by Phoenixcor and that any commitment is subject to
Phoenixcor's review and written approval.
We appreciate the opportunity to submit this proposal, if you have any
questions or require further information, please feel free to contact us.
Very truly yours,
/s/ Samuel H. Smith III
----------------------------
Samuel H. Smith III
Senior Vice President
Division Manager
The above transaction is Accepted and Agreed to:
By: /s/ Patrick J. O'Leary
----------------------------
Patrick J. O'Leary
Title: Chief Financial Officer
Date: 5/19/95
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<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 1979
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<RECEIVABLES> 64987
<ALLOWANCES> 3297
<INVENTORY> 59866
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<PP&E> 232299
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0
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<OTHER-SE> 72037
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