ANNUAL REPORT ON FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
FORM 10-K/A
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(Mark One)
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
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For the fiscal year ended DECEMBER 31, 1995
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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For the transition period from _______ to _______
_____________________
Commission file number 1-10756
CARLISLE PLASTICS, INC.
(Exact name of registrant as specified in its Charter)
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DELAWARE 04-2891825
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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1314 North Third Street, Phoenix, AZ 85004-1751
(Address of principal executive offices) (Zip Code)
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Registrant's Telephone Number, Including Area Code: (602) 407-2100
Securities Registered Pursuant to Section 12(B) of The Act:
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Name of each exchange
Title of each class on which registered
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CLASS A COMMON STOCK, $.01 PAR VALUE NEW YORK STOCK EXCHANGE
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Securities Registered Pursuant to Section 12(g) of The Act*:
Senior Variable Rate Notes Due 1997
10.25% Senior Notes Due 1997 Issued 1992
10.25% Senior Notes Due 1997
(Title of Class)
===============================================================================
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to 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. [X]
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. The aggregate market value shall be computed by reference
to the price at which the stock was sold, or the average bid and asked prices
of such stock, as a specified date within 60 days prior to the date of filing.
AS OF JANUARY 31, 1996 THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD
BY NON-AFFILIATES OF THE REGISTRANT WAS $31,106,770 BASED ON THE CLOSING MARKET
VALUE OF THAT DAY.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court. Yes [ ] No [ ]
AT JANUARY 31, 1996, 8,353,973 AND 9,500,312 SHARES OF CARLISLE
PLASTICS, INC. CLASS A COMMON STOCK AND CLASS B COMMON STOCK, RESPECTIVELY,
WERE OUTSTANDING.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Company's Annual Meeting of Shareholders
to be held April 23, 1996 are incorporated by reference into Part III of this
Form 10-K, to the extent described in such Part III.
* The classes of securities set forth under the above heading have not
been registered under Section 12(g) of the Act. With respect to the
securities, this Form 10-K is filed pursuant to Section 15(d) of the
Act, because registration statements were filed under the Securities
Act of 1933 relating to such classes of securities.
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CARLISLE PLASTICS, INC. AND SUBSIDIARIES
INDEX TO EXHIBITS
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EXHIBIT
NO. DESCRIPTION
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3.1 - Restated Certificate of Incorporation of Carlisle Plastics,
Inc. dated as of May 16, 1991 (incorporated by reference to Exhibit
3.1 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1991 (hereinafter, the "1991 10-K")
3.2 - By-Laws of the Company (incorporated herein by reference to Exhibit
3.2 to the Registration Statement of Form S-1, Registration No.
33-27262, as filed with the Securities and Exchange Commission on
February 27, 1989 (hereinafter, the "1989 S-1")).
10.1(a) - The Securities Purchase Agreement, dated as of March 23, 1990,
between the Company and Kawajitsu Leasing (H.K.) Ltd. (incorporated
by reference to Exhibit 10.1(a) to the Registration Statement on Form
S-1, Registration No. 33-35966, as filed with the Securities and
Exchange Commission on October 30, 1990 (hereinafter, the
"1990 S-1")).
10.1(b) - The Securities Purchase Agreement, dated as of March 23, 1990 between
the Company and Showa Leasing America, Inc. (incorporated by reference
to Exhibit 10.1(b) to the 1990 S- 1).
10.2 - Securities Purchase Agreement, dated as of March 23, 1990, between
the Company and each purchaser of the 1997 Notes (incorporated by
reference to Exhibit 10.2 to the 1990 S-1).
10.3 - Indenture dated March 23, 1990, as supplemented by First Supplemental
Indenture dated as of October 9, 1990, relating to the Company's
Senior Variable Notes Due 1997 among the Company and the Bank of
Montreal Trust Company, as trustee (incorporated by reference to
Exhibits 4.2 and 4.3 to the 1990 S-1, respectively).
10.4 - Management Agreement dated as of September 1, 1995 between the
Company and Carlisle Plastics Management Corporation (incorporated
by reference to Exhibit 10.8 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1995).
10.5 - Restated 1991 Employee Incentive Plan (incorporated by reference to
Exhibit 4(a) to the Registration Statement on Form S-8, Registration
No. 3364890, as filed with the Securities and Exchange Commission on
June 24, 1993).
10.6 - Indenture relating to the Company's 10 1/4% Senior Notes Due 1997
among the Company and United States Trust Company of New York, as
Trustee (a form of the Notes is contained as Exhibit A thereto)
(incorporated by reference to Exhibit 4.1 to the Registration
Statement on Form S-1, as amended, Registration No. 33-47627, as
filed with The Securities and Exchange Commission on May 1, 1992).
10.7 - Credit Agreement dated as of March 9, 1994 by and among the Company,
as borrower, A&E Products (Far East) Ltd. ("Far East"), Plasticos
Bajacal S.A. de C.V. ("Plasticos"), Rhino-X Industries, Inc.
("Rhino-X"), A&E Korea, Ltd. ("Korea"), American Western Corporation
("American Western") and AWC Transportation Corporation ("AWCT"), as
co-obligors, and General Electric Capital Corporation ("GECC"), as
agent and lender, as amended by the First, Second, Third and Fourth
Amendments to Credit Agreement and Security Agreement dated as of
April 14, April 15, and October 25, 1994 and June 14, 1995,
respectively, by and among the same parties (incorporated by reference
to Exhibits 10.14 to the Company's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1994 (hereinafter, the "March 1994
10-Q"), June 30, 1994 and September 30, 1994 (hereinafter the
"September 1994 10-Q") and Exhibit 10.12 of the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995 (hereinafter,
the "June 1995 10-Q")) and the Fifth Amendment to the Credit
Agreement dated November 13, 1995 (filed herewith).
10.8 - Revolving Credit Note dated March 9, 1994 in the amount of $55,000,000
issued by the borrowers under the Credit Agreement referenced in
Exhibit 10.7 to GECC (incorporated by reference to Exhibit 10.15 to
the March 1994 10-Q).
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EXHIBIT
NO. DESCRIPTION
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10.9 - Security Agreement dated as of March 9, 1994 by and among the
borrowers under the Credit Agreement referenced in Exhibit 10.7 and
GECC, as administrative agent, as amended by the First Amendment to
Credit Agreement and Security Agreement dated as of April 14, 1994
by and among the same parities (included in Exhibit 10.7).
10.10 - Asset Purchase Agreements dated March 9, 1994 by and between the
Company and American Western and Rhino-X (incorporated by reference
to Exhibit 10.17 to the March 1994 10-Q).
10.11 - Contract Manufacturing Agreements dated March 9, 1994 by and
between the Company and American Western and Rhino-X (incorporated
by reference to Exhibit 10.18 to the March 1994 10-Q).
10.12 - Subordination Agreement dated as of March 9, 1994 by and among
GECC, the Company, Far East, Plasticos, Rhino-X, Korea, American
Western and AWCT (incorporated by reference to Exhibit 10.19 to the
March 1994 10-Q).
10.13 - Equipment Lease Agreement dated as of April 4, 1994, as amended by
the First Amendment and Amendment No. 2 dated as of August 17 and
October 25, respectively, by and between the Company and GECC
(incorporated by reference to Exhibits 10.20 to the March 1994 10-Q
and the September 1994 10-Q) and amendments dated as of June 14,
November 13, December 1, and December 29, 1995 (filed herewith).
10.14 - Equipment Sublease Agreements dated as of April 4, 1994, as amended
by amendments dated as of August 17 and October 25, 1994, by and
between the Company and American Western and Rhino-X (incorporated
by reference to Exhibits 10.21 to the March 1994 10-Q and September
1994 10-Q) and amendments dated as of June 14 and November 13, 1995
(filed herewith).
10.15 - Bills of Sale dated April 4, 1994 by the Company, American Western
and Rhino-X (incorporated by reference to Exhibit 10.22 to the March
1994 10-Q).
10.16 - Subordination Agreement dated as of April 4, 1994 by and among GECC,
the Company, Far East, Plasticos, Rhino-X, Korea, American Western
and AWCT (incorporated by reference to Exhibit 10.23 to the March
1994 10-Q).
10.17 - Subsidiary Guarantees dated as of April 4, 1994 by American Western
and Rhino-X in favor of GECC (incorporated by reference to Exhibit
10.24 to the March 1994 10-Q).
10.18 - Receivables Funding and Servicing Agreement dated as of April 14,
1994, as amended by Amendment No. 1 and Amendment No. 2 dated as of
October 25, 1994 and June 14, 1995, respectively, 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
(incorporated by reference to Exhibits 10.25 to the March 1994 10-Q
and September 1994 10-Q and Exhibit 10.23 to the June 1995 10-Q) and
Amendment No. 3 dated as of November 13, 1995 (filed herewith).
10.19 - Note dated October 25, 1994 in the amount of $45,000,000 issued by
CPFC to Redwood pursuant to the Receivables Funding and Servicing
Agreement referenced in Exhibit 10.18 (incorporated by reference to
Exhibit 10.26 to the September 1994 10-Q).
10.20 - Receivables Sale Agreement dated as of April 14, 1994, as amended
by Amendment No. 1 dated as of October 25, 1994, by and between the
Company and CPFC (incorporated by reference to Exhibits 10.27 to the
March 1994 10-Q and September 1994 10-Q).
10.21 - Note dated October 25, 1994 in the amount of $45,000,000 issued by
the Company to CPFC pursuant to the Receivables Sale Agreement
referenced in Exhibit 10.20 (incorporated by reference to Exhibit
10.28 to the September 1994 10-Q).
10.22 - Employment Agreement dated September 12, 1994 by and between the
Company and Clifford A. Deupree (incorporated by reference to Exhibit
10.27 to the 1994 S-4).
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EXHIBIT
NO. DESCRIPTION
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10.23 - Employment Agreement dated September 12, 1994 by and between the
Company and Patrick J. O'Leary (incorporated by reference to Exhibit
10.28 to the June 1995 10-Q).
10.24 - Equipment Lease Agreements dated May 19, 1995 by and between the
Company and PHOENIXCOR, Inc. in the amount of $6,000,000 and
$1,500,000 (incorporated by reference to Exhibits 10.29(a) and
10.29(b) to the June 1995 10-Q).
11 - Statement re: Computation of Per Share Earnings.
18 - Letter re: Change in Accounting Principles (incorporated by reference
to Exhibit 18 of the 1989 S-1).
21 - Subsidiaries of the Company.
23 - Consent of Deloitte & Touche LLP.
27 - Financial Data Schedule.
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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 June 28, 1996 /s/ PATRICK J. O'LEARY
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Patrick J. O'Leary
Chief Financial Officer
(Principal Financial and
Accounting Office) and
Director
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<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
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<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<EXCHANGE-RATE> 1
<CASH> 1,842
<SECURITIES> 0
<RECEIVABLES> 52,482
<ALLOWANCES> 3,311
<INVENTORY> 41,885
<CURRENT-ASSETS> 104,734
<PP&E> 209,711
<DEPRECIATION> 85,268
<TOTAL-ASSETS> 294,439
<CURRENT-LIABILITIES> 59,903
<BONDS> 183,784
<COMMON> 179
0
0
<OTHER-SE> 44,687
<TOTAL-LIABILITY-AND-EQUITY> 294,439
<SALES> 426,272
<TOTAL-REVENUES> 426,272
<CGS> 342,775
<TOTAL-COSTS> 342,775
<OTHER-EXPENSES> 98,418
<LOSS-PROVISION> 780
<INTEREST-EXPENSE> 23,038
<INCOME-PRETAX> (38,739)
<INCOME-TAX> (12,646)
<INCOME-CONTINUING> (26,093)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (26,093)
<EPS-PRIMARY> (1.47)
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