SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
FORM 10-K
<TABLE>
<CAPTION>
(Mark One)
<S> <C>
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
</TABLE>
For the fiscal year ended DECEMBER 31, 1995
<TABLE>
<S> <C>
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
</TABLE>
For the transition period from _______ to _______
_____________________
Commission file number 1-10756
CARLISLE PLASTICS, INC.
(Exact name of registrant as specified in its Charter)
<TABLE>
<S> <C>
DELAWARE 04-2891825
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
<TABLE>
<S> <C>
1314 North Third Street, Phoenix, AZ 85004-1751
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's Telephone Number, Including Area Code: (602) 407-2100
Securities Registered Pursuant to Section 12(B) of The Act:
<TABLE>
<CAPTION>
Name of each exchange
Title of each class on which registered
------------------- ---------------------
<S> <C>
CLASS A COMMON STOCK, $.01 PAR VALUE NEW YORK STOCK EXCHANGE
</TABLE>
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.
<PAGE>
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 10K 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.
<PAGE>
PART I
ITEM 1. BUSINESS
GENERAL
Carlisle Plastics, Inc. (the "Company") is a leading producer of consumer and
industrial products made from plastics. The Company's products include trash
bags, flexible packaging, garment hangers and sheeting. The Company's trash
bag products include institutional lines, as well as the Company's own national
consumer brands. In the fourth quarter of 1995, the Company elected to exit
its private label grocery and plastic container businesses. Sales are primarily
in North America.
The following table sets forth the Company's major product categories as a
percentage of net sales for each of the three years ended December 31:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Hangers 33.0% 31.9% 26.6%
Consumer Bags 23.8 25.0 28.3
Sheeting 18.4 16.6 16.1
Packaging/Other 14.3 14.5 14.9
Institutional Bags 10.5 12.0 14.1
----- ----- -----
100.0% 100.0% 100.0%
===== ===== =====
</TABLE>
HISTORY
The Company was incorporated in Delaware in 1985 and adopted its present name
in February, 1989. In 1989, the Company acquired 79% ownership in Poly-Tech.
In 1990, the Company, through Poly Tech, purchased 100% of the outstanding
capital stock of American Western Corporation ("American Western"). In March
of 1995, PolyTech was merged into Carlisle Plastics, Inc.
In 1991, the Company completed an initial public offering (the "Class A Stock
Offering"). In conjunction with the Class A Stock Offering, the Company
converted all shares of the Company's outstanding common stock into shares of
Class B Common Stock; acquired the 21% minority interests in its directly owned
subsidiaries in exchange for shares of Class A Common Stock; and changed its
tax status from a "S" corporation to a "C" corporation.
In July 1991, the Company purchased a two-thirds interest in Rhino-X
Industries, Inc. ("Rhino-X"). On January 1, 1994 the Company purchased the
remaining one-third minority interest shares of its subsidiary Rhino-X.
PRODUCTS
The Company supplies plastic trash bags to three major markets; mass
merchandise, grocery chains, and institutional. The Company provides Ruffies(R),
a national brand consumer trash bag, for mass merchandise and other retail
stores. For institutional customers, such as food service distributors,
janitorial supply houses, restaurants, hotels and hospitals, the Company
provides heavy duty trash can liners.
In the consumer trash bag market, the Company competes primarily with two
advertised national brands. The Company has historically concentrated on mass
merchandisers as the primary market for its branded Ruffies(R) trash bags,
while the other major national brands are marketed primarily through food
retailers.
<PAGE>
Film-Gard(R), the Company's leading plastic sheeting product, is sold to
consumers and professional contractors through do-it yourself outlets, home
improvement centers and hardware stores. A wide range of Film-Gard(R) products
are sold for various uses, including painting, renovation, construction,
landscaping and agriculture. The Company's industrial packaging film is sold
through distributors and manufacturers for use as shrink wrap and other
packaging requirements.
Molded plastic garment hangers are sold by the Company to four markets: garment
manufacturers, national retailers, regional or local retailers, and mass
merchandisers. Garment manufacturers place their clothes on the Company's
hangers before shipping to retail outlets. The Company creates and sells
customized hanger designs to national retailers. Regional or local retailers
buy standard Company hanger lines for retail clothing display. The Company
also supplies mass merchandise stores with consumer plastic hangers for sale to
the general public.
The Company operates in a competitive marketplace where success is dependent
upon price, service and quality. The Company has positioned itself as a major
supplier of innovative plastic products to large, rapidly growing national
customers at the highest levels of value, service and quality.
RAW MATERIALS
The primary raw materials used by the Company in the manufacture of its
products are various plastic resins, primarily polyethylene. The Company's
financial performance is thus dependent to a substantial extent on the
polyethylene resin market. The primary plastic resins used by the Company are
produced from petrochemical intermediates derived from products of the natural
gas and crude oil refining processes, respectively. Because plastic resins are
commodity products, price is a significant factor in the selection of
suppliers. Consequently, the Company's sources for plastic resins tend to vary
from year to year. Shortages of plastic resins have been infrequent.
Natural gas and crude oil markets experience substantial cyclical price
fluctuations as well as other market disturbances, including shortages of
supply, the effect of OPEC policy and crises in the oil producing regions of
the world. The capacity, supply and demand for plastic resins and the
petrochemical intermediates from which they are produced are also subject to
cyclical and other market factors. Consequently, plastic resin prices may
fluctuate as a result of changes in natural gas and crude oil prices and the
capacity, supply and demand for resin and petrochemical intermediates from
which they are produced.
The Company uses in excess of 425 million pounds of plastic resins annually.
At this level, the Company is one of the largest purchasers of plastic resin in
the United States. Management believes that large volume purchases of plastic
resin result in lower unit raw material costs.
The Company may not always be able to pass through increases in the cost of its
raw materials to its customers in the form of price increases. To the extent
that increases in the cost of plastic resin cannot be passed on to its
customers, such increases may have an adverse impact on profit margins and the
overall profitability of the Company.
MAJOR CUSTOMERS
The Company has one customer (Wal*Mart) that accounts for approximately 10% of
its consolidated net sales for the year ended December 31, 1995 and 7% of its
consolidated sales for the years ended December 31, 1994 and 1993.
<PAGE>
EMPLOYEES
As of December 31, 1995, the Company employed approximately 2,500 (550 in
Mexico) full-time employees, of whom approximately 2,050 are in manufacturing
and approximately 450 are in administration and sales. Approximately 675 (550
in Mexico) and 175 of the Company's total work force are represented by labor
unions under contracts which are due to expire in 1996 and 1997, respectively.
The Company is currently in the early stages of re-negotiating the union
contracts which expire in 1996 and will renegotiate the union contract which
expires in 1997 in due course. The Company has historically enjoyed
satisfactory relations with both union and non-union employees.
SEASONALITY OF PORTIONS OF BUSINESS
Historically, the Company's results have been affected, in part, by the nature
of its customers' purchasing trends for various seasonal and promotional
programs. The first quarter is typically the least profitable quarter, and the
third quarter is the strongest due to demands for hangers during the holiday
season, lawn and leaf bags in the fall and strong promotional activity by major
mass merchandisers.
ENVIRONMENTAL AND SAFETY MATTERS
The Company routinely monitors environmental compliance at its manufacturing
facilities. The cost of such compliance has not been significant. The Company
is currently not subject to any environmental proceedings. During 1995, the
Company did not make any material capital expenditures for environmental
control facilities, nor does it anticipate any in the near future.
Actions by federal, state and local governments concerning environmental
matters could result in laws or regulations that could increase the cost of
producing the products manufactured by the Company or otherwise adversely
affect the demand for its products.
At present, environmental laws and regulations do not have a material adverse
effect upon the demand for the Company's products. The Company is aware,
however, that certain local governments have adopted ordinances prohibiting or
restricting the use or disposal of certain plastic products that are among the
types of products produced by the Company. If such prohibitions or restrictions
were widely adopted, such regulatory and environmental measures could have a
material adverse effect upon the Company. In addition, a decline in consumer
preferences for plastic products due to environmental considerations could have
a material adverse effect upon the Company.
Certain of the Company's operations are subject to federal, state and local
environmental laws and regulations that impose limitations on the discharge of
pollutants into the air and water and establish standards for the treatment,
storage and disposal of solid and hazardous wastes. While historically the
Company has not had to make significant capital expenditures for
environmental compliance, the Company cannot predict with any certainty its
future capital expenditures for environmental compliance because of continually
changing compliance standards and technology. The Company does not currently
have any insurance coverage for environmental liabilities and does not
anticipate obtaining such coverage in the future.
<PAGE>
ITEM 2. PROPERTIES
The Company utilizes approximately 598,000 square feet of leased space and
approximately 1,563,000 square feet of space owned by the Company.
The principal properties of the Company are as follows:
<TABLE>
<CAPTION>
Leased
Location Description of Property (sq. ft.) Owned
---------- ------------------------ --------- ---------
<S> <C> <C> <C>
Phoenix, Arizona Corporate and
Divisional Office 33,000
Corona, California Distribution Warehouse 7,000
San Francisco, California Distribution Warehouse 11,000
Santa Ana, California Distribution Warehouse 103,000
Portland, Maine Manufacturing 17,000
Jessup, Maryland Manufacturing 60,000
Los Pinos, Mexico Manufacturing 45,000
Tijuana, Mexico Manufacturing 37,000 100,000
Fairmont, Minnesota Manufacturing and
Distribution Warehouse 66,000
Minneapolis, Minnesota Manufacturing, Distribution
Warehouse and Divisional
Offices 189,000
North Bergen, New Jersey Distribution Warehouse 110,000
Wallington, New Jersey Manufacturing 10,000
Battleboro, North Carolina Manufacturing and
Distribution Warehouse 391,000
Forest City, North Carolina Manufacturing and
Distribution Warehouse 180,000
Thomasville, North Carolina Manufacturing and
Distribution Warehouse 145,000
Ringtown, Pennsylvania Manufacturing and
Distribution Warehouse 232,000
Sioux Falls, South Dakota Manufacturing and
Distribution Warehouse 221,000
Dallas, Texas Distribution Warehouse 20,000
Victoria, Texas Manufacturing and
Distribution Warehouse 184,000
</TABLE>
______________
The Company also leases properties in Hong Kong and Costa Rica.
ITEM 3. LEGAL PROCEEDINGS
The Company is subject to legal proceedings and claims which arise in the
ordinary course of its business. In the opinion ofma nagement, the amount of
ultimate liability with respect to these actions will not materially affect the
financial position, results of operations, or cash flows of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Company's Class A Common Stock has been listed on the New York Stock
Exchange under the trading symbol "CPA" since May 1991. The Company's Class B
Common Stock has restrictions on transfer and ownership; accordingly, no
trading market will develop for the Class B Common Stock and the Class B Common
Stock will not be listed or traded on any exchange or in any market.
PRICE RANGE OF CLASS A COMMON STOCK:
<TABLE>
<CAPTION>
1995 1994
------------------ ------------------
High Low High Low
------- ------- ------- -------
<S> <C> <C> <C> <C>
First Quarter $ 5-1/2 $ 4-1/8 $ 8-7/8 $ 6-5/8
Second Quarter 5-5/8 4-1/4 7-3/4 4-1/2
Third Quarter 5-3/8 4-1/4 5 3-7/8
Fourth Quarter 6-3/8 4-1/8 4-7/8 3-3/4
</TABLE>
The Company estimates that it had 8,600 beneficial owners of the Class A Common
Stock at December 31, 1995. The Company's Class B Common Stock was held by 7
record holders at December 31, 1995. Each share of Class A Common Stock is
entitled to one vote and each share of Class B Common Stock is entitled to
twenty votes. As of December 31, 1995, officers and directors of the Company
controlled 74.2% of the combined voting power of the two classes of stock.
The indentures for the Company's senior notes generally prohibit the Company
from paying dividends on its common stock (other than dividends on non-
convertible capital stock or certain other securities). See Notes to
Consolidated Financial Statements included herein.
<PAGE>
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
(In thousands, except per share amounts)
SELECTED HISTORICAL FINANCIAL DATA OF THE COMPANY:
<TABLE>
<CAPTION>
Years Ended December 31,
------------------------------------------------
1995 1994(a) 1993 1992 1991(a)
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Net Sales $426,272 $387,664 $360,895 $359,856 $343,637
Income (Loss) Before
Extraordinary Item and
Cumulative Effect of
Change in Accounting
Principle (b) $(26,093) $ 2,999 $ 5,832 $ (6,214) $ 5,393
Net Income (Loss) (c) $(26,093) $ 537 $ 7,184 $ (6,303) $ 1,817
Pro Forma Net Income (d) $ 4,505
Income (Loss) per Common
Share:
Income (Loss) Before
Extraordinary Item and
Change in Accounting
Principle $ (1.47) $ .17 $ .33 $ (.35)
Net Income (Loss) $ (1.47) $ .03 $ .41 $ (.36)
Pro Forma Income per
Common Share (d):
Income Before
Extraordinary Item $ .54
Net Income $ .30
Average Number of Common
and Common Equivalent
Shares Outstanding (e) 17,731 17,695 17,737 17,610 14,996
======== ======== ======== ======== ========
CONSOLIDATED BALANCE SHEET
DATA (End of Period):
Total Assets $294,439 $340,992 $325,848 $325,170 $304,596
Long Term Debt (f) $183,784 $198,277 $183,101 $198,994 $155,885
<FN>
- ---------------
(a)In May 1991, the Company acquired the remaining 21% of Poly Tech which was
not previously owned by the Company. In July 1991, the Company acquired
66.7% of the stock of Rhino-X and acquired the remaining 33.3% in January
1994. Results are included from the date of each respective purchase.
(b)In 1995, pretax income was reduced by $33.9 million for a restructuring
charge and $1.0 million related to pension plan termination. In 1992,
pretax income was reduced by $7.7 million for a new product introduction
and $4.3 million for a restructuring charge. In 1991, pretax income was
reduced by $3.4 million for a restructuring charge and the provision
for income taxes includes a $3.0 million non recurring deferred tax charge
to recognize tax effects of timing differences due to conversion of the
Company from an "S" corporation to a "C" corporation.
(c)Net income was reduced $2,462, $234, $89 and $3,576 in 1994, 1993, 1992 and
1991, respectively, for extraordinary items related to the early
extinguishment of debt. Net income in 1993 was also increased by $1,586 for
the cumulative effect of an accounting principle change relating to income
taxes.
(d)Pro forma net income and income per common share include a provision for
income taxes as if the entire Company had been a "C" corporation for the
entire year.
(e)Share amounts in 1991 have been retroactively adjusted to reflect a 125.9-
for-1 stock split which occurred in May 1991.
(f)Includes junior subordinated notes due to stockholders and affiliates in the
aggregate amount of $7.0 million in 1991.
</TABLE>
<PAGE>
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth certain operating data as a percentage of net
sales for each of the three years ended December 31:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Net sales 100.0% 100.0% 100.0%
Gross profit 19.6 25.0 27.4
Operating expenses 14.6 17.9 17.9
Goodwill and other amortization .7 .8 .8
Pension termination expense .2 -- --
Restructuring 8.0 -- --
Total operating expenses 23.5 18.7 18.7
Operating income (loss) (3.9) 6.3 8.7
Interest expense 5.4 5.0 6.3
Other income (.2) -- (.1)
Income (loss) before extraordinary
item and change in accounting
principle (6.1) .8 1.6
Net income (loss) (6.1) .1 2.0
</TABLE>
1995 COMPARED WITH 1994
Net sales increased $38.6 million, or 10.0%, to $426.3 million in 1995
compared to $387.7 million in 1994. The net increase is primarily attributable
to increases in selling price.
Gross profit decreased 14.0% to $83.5 million, or 19.6% of net sales in 1995,
from $97.1 million, or 25.0% of net sales in 1994. The decrease in gross profit
is primarily attributable to plastic resin raw material cost increases through
the third quarter of 1995.
Operating expenses decreased $7.3 million to $62.1 million, or 10.5% in 1995
from $69.4 million in 1994. The 1995 decrease as compared to 1994 is primarily
attributable to decreases in freight, advertising and promotions, management
fees and administrative costs. The decreases in advertising and promotions,
and administrative costs are primarily the result of Company-wide strategic
cost reduction measures and the consolidation of our corporate offices in
Boston and our hanger divisional offices in North Carolina into Phoenix,
Arizona.
Operating income (loss) decreased $41.2 million to $(16.6) million in 1995 from
$24.6 million in 1994. The decrease in operating income is attributable to
lower gross margins, recording of a restructuring charge of $33.9 million and
realizing costs related to the termination of the Company's defined benefit
pension plan of $1.0 million, partially offset by reduced operating expenses.
During the fourth quarter of 1995, the Company's Board of Directors approved a
plan of restructuring relating to the exit of two unprofitable business units:
private label grocery and containers. Principal items included in the
charge are estimated contract termination costs, severance for workforce
reductions, losses on contracts and the write-off of assets including goodwill.
As of December 31, 1995 the Company had disposed of two container manufacturing
facilities and completed the majority of its workforce reductions. Management
estimates that the cash generated from the sale of assets will cover the
estimated cash requirements related to the restructuring.
<PAGE>
Sales related to the private label grocery and containers businesses for the
year ended December 31, 1995 totaled $25.6 and $30.1 million, respectively, and
operating losses, before restructuring charges, totaled $1.9 and $.9 million,
respectively.
Interest expense, including deferred financing and swap and corridor
amortization, increased 18.6% to $23.0 million in 1995 from $19.4 million in
1994. The increase in interest expense is attributable to the amortization of
swap and corridor termination costs and a higher overall average borrowings and
market rate of interest for the year.
The Company recorded a tax benefit of $12.6 million in 1995 compared to a tax
provision of $2.3 million in 1994 reflecting effective tax rates of 32.6% and
43.9% for the years ended 1995 and 1994, respectively. The decrease in the
effective tax rate is principally due to the amortization and write-off of
goodwill which is not deductible for tax purposes. Amortization related to
goodwill was $2.1 million for the years ended December 31, 1995 and 1994.
Goodwill written off through restructuring totaled $4.5 million in 1995.
Net income (loss) decreased to $(26.1) million in 1995 from $.5 million in
1994. The decrease in net income is related to decreased gross profit, the
recording of $33.9 million in restructuring charges and $1.0 million in
pension termination costs, partially offset by reduced operating expenses.
Net income for 1994 included an after-tax extraordinary charge of $2.5 million
related to the early extinguishment of debt.
1994 COMPARED WITH 1993
Net sales increased $26.8 million, or 7.4%, to $387.7 million in 1994 compared
to $360.9 million in 1993. The net growth was driven primarily by increased
hanger sales. Unit volume for the Company for 1994 increased 9% from 1993.
Gross profit decreased 1.9% to $97.1 million, or 25.0% of net sales in 1994,
from $98.9 million, or 27.4% of net sales in 1993. The decrease in gross profit
is primarily attributable to plastic resin raw material cost increases
affecting the third quarter of 1994. Gross profit in the fourth quarter was
restored to 26.7% due to sales price increases.
Operating expenses increased 7.5% in 1994 to $72.5 million from $67.4 million
in 1993, due to increases in freight, sales and marketing, and other
administrative costs. The increase in freight and sales and marketing is
attributable to increased unit volume. The increase in other administrative
costs is attributable to increased salaries and expenses related to the
relocation of our corporate offices from Boston and our hanger divisional
offices from North Carolina to Phoenix, Arizona. Operating expenses as a
percent of sales remained flat at 18.7%.
Interest expense, including amortization of deferred financing costs, decreased
13.9% to $19.4 million in 1994 from $22.5 million in 1993 due to the
refinancing of 13.75% fixed rate debt with lower rate variable rate debt.
The Company recorded a tax provision of $2.3 million in 1994, reflecting an
effective tax rate of 43.9%, compared to a provision of $3.5 million in 1993,
reflecting an effective tax rate of 37.2%. The increase in the effective tax
rate is due to the effect of goodwill amortization which is not deductible
for tax purposes and a lower pre-tax income for 1994. Amortization related to
goodwill was $2.1 million, or 39.5% of pretax income and $2.1 million, or
22.8% of pretax income for the years ending December 31, 1994 and 1993,
respectively.
Net income decreased to $.5 million in 1994 from $7.2 million in 1993. The
decrease in net income is attributable to the effect of decreased gross
margins, increased operating expenses, and the recording of an after-tax
extraordinary charge of $2.5 million related to early extinguishment of
debt. Net income in 1993 included after-tax extraordinary charge of $0.2
million and a $1.6 million benefit from the adoption of Statement of Financial
Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes."
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital decreased $20.4 million to $44.8 million at
December 31, 1995, compared to $65.2 million at December 31, 1994. The
decrease in working capital is attributable to decreases in accounts receivable
and inventories and an increase in current liabilities primarily as a result of
the restructuring.
For the year ended December 31, 1995, net cash provided by operations increased
$21.7 million to $24.8 million from $3.1 million for the year ended December
31, 1994. The net cash provided by operations for the year ended December 31,
1995 primarily represents non-cash charges for depreciation and amortization.
For the year ended December 31, 1994, the effect of such non-cash charges was
reduced by increases in inventories and accounts receivable due to the impact
of rising raw material costs and selling prices during the second half of 1994.
Net cash used for investing activities decreased $9.6 million to $12.7 million
for the year ended December 31, 1995. The Company continued to invest in
production facilities in order to improve manufacturing efficiency. In
addition, the Company received proceeds related to the sale of fixed assets of
$3.1 million in 1995. The fixed assets which were disposed of during the year
principally relate to assets of the private label grocery and container
businesses. The Company anticipates that capital expenditures for fiscal year
1996 will be less than the annual charge for depreciation.
Net cash provided (used) in financing activities decreased $18.7 million to
$(14.7) million for the year ended December 31, 1995 from $4.0 million for the
year ended December 31, 1994 and primarily represents debt reduction under the
Company's sale and leaseback agreement.
Management currently expects its cash on hand, funds from operations and
borrowings available under existing credit facilities to be sufficient to cover
operating requirements in 1996. In 1997 the Company has $136.0 million in
principal indebtedness which becomes due. Management of the Company believes
that adequate debt financing will be available to provide the cash necessary
for these payments.
ACCOUNTING PRONOUNCEMENTS
During 1995 the Financial Accounting Standards Board issued SFAS No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed of" and SFAS No. 123 "Accounting for Stock Based Compensation."
Management of the Company does not believe implementation of SFAS No. 121 will
have a significant impact on the financial statements. With regard to SFAS
No. 123, the Company has determined that it will not change to the fair value
method and will continue to use Accounting Principles Board Opinion No. 25 for
measurement and recognition of employee stock based transactions.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Item 14 beginning on page 11.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Not applicable.
<PAGE>
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth in the Company's 1996 Proxy Statement under the
caption "Election of Directors" is incorporated herein by reference. Each of
the executive officers of the Company is also a director of the Company; thus,
the required information regarding executive officers of the Company is included
in the 1996 Proxy Statement.
Item 11. EXECUTIVE COMPENSATION
The information set forth in the 1996 Proxy Statement under the caption
"Executive Compensation" is incorporated herein by reference, except that
information under the captions "Compensation Committee Report on Executive
Compensation" and "Stock Performance" are not so incorporated.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set forth in the 1996 Proxy Statement under the caption
"Security Ownership of Principal Shareholders and Management" is incorporated
herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth in the 1996 Proxy Statement under the caption
"Certain Transactions" is incorporated herein by reference.
<PAGE>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
(a) The following documents are filed as part of this report:
1. Consolidated Financial Statements
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
Independent Auditors' Report
Consolidated Balance Sheets at December 31, 1995 and 1994
Consolidated Statements of Operations for the years ended
December 31, 1995, 1994, and 1993
Consolidated Statements of Stockholders' Equity for the years
ended December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
2. Consolidated Financial Statement Schedules of Carlisle Plastics,
Inc. required to be filed by Item 8 and Paragraph (d) of
this Item 14
Schedule II--Valuation and Qualifying Accounts
Such schedule is included at page 30 of this report.
All other schedules for Carlisle Plastics, Inc. and Subsidiaries
have been omitted because they are inapplicable, not required,
or the information is included elsewhere in the consolidated
financial statements or notes thereto.
3. The Exhibits are listed in the Index of Exhibits required by
Item 601 of Regulation S-K at Item (c) below.
(b) No reports on Form 8-K were filed during the last quarter of the
period covered by this report.
(c) The Index to Exhibits and required Exhibits are included following
the Consolidated Financial Statement Schedules beginning at page
31 of this report.
(d) The Index to Consolidated Financial Statements and Consolidated
Financial Statement Schedules are included following the signatures
beginning at page 13 of this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CARLISLE PLASTICS, INC.
Dated: March 15, 1996
By /s/ Clifford A. Deupree
----------------------------
Clifford A. Deupree
President, Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ---------------------------- ------------------------------ --------------
<C> <S> <C>
/s/ William H. Binnie Chairman of the Board March 15, 1996
- ----------------------------
William H. Binnie
/s/ Clifford A. Deupree President, Chief Executive March 15, 1996
- ---------------------------- Officer
Clifford A. Deupree
/s/ Patrick J. O'Leary Chief Financial Officer, March 15, 1996
- ---------------------------- Secretary and Director
Patrick J. O'Leary (principal financial and
accounting officer)
/s/ Yehochai Schneider Director March 15, 1996
- ----------------------------
Yehochai Schneider
/s/ Clarence M. Schwerin III Director March 15, 1996
- ----------------------------
Clarence M. Schwerin III
/s/ Samuel H. Smith, Jr. Director March 15, 1996
- ----------------------------
Samuel H. Smith, Jr.
/s/ David E. Wilbur, Jr. Director March 15, 1996
- ----------------------------
David E. Wilbur, Jr.
/s/ Grant M. Wilson Director March 15, 1996
- ----------------------------
Grant M. Wilson
</TABLE>
<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
Page
Reference in
Report on
Form 10-K
-------------
<S> <C>
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
Independent Auditors' Report 14
Consolidated Balance Sheets at December 31, 1995
and 1994 15
Consolidated Statements of Operations for the years
ended December 31, 1995, 1994 and 1993 16
Consolidated Statements of Stockholders' Equity for
the years ended December 31, 1995, 1994 and 1993 17
Consolidated Statements of Cash Flows for the
years ended December 31, 1995, 1994 and 1993 18
Notes to Consolidated Financial Statements 19 - 29
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
Consolidated Financial Statement Schedules:
Schedule II Valuation and Qualifying Accounts 30
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Carlisle Plastics, Inc.
We have audited the accompanying consolidated balance sheets of Carlisle
Plastics, Inc. and subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for each of the three years in the period ended December 31, 1995. Our
audits also included the financial statement schedules listed in the Index at
Item 14(a)2. These financial statements and financial statement schedules are
the responsibility of the Company's management. Our responsibility is to
express an opinion on the financial statements and financial statement
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Carlisle Plastics, Inc. and
subsidiaries as of December 31, 1995 and 1994, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1995 in conformity with generally accepted accounting principles.
Also, in our opinion, such financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a whole,
present fairly in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 16, 1996
<PAGE>
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
December 31,
1995 1994
--------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 1,842 $ 4,488
Receivables--net of allowances of
$3,311 in 1995 and $4,055 in 1994 49,171 55,789
Inventories 41,885 56,538
Deferred income taxes 6,054 2,074
Other current assets 5,782 5,534
--------- ---------
Total current assets 104,734 124,423
Property, plant and equipment--net 124,443 139,327
Goodwill--net 59,517 66,117
Other assets--net 5,745 11,125
--------- ---------
TOTAL ASSETS $ 294,439 $ 340,992
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 8,910 $ 9,563
Accounts payable 31,785 37,999
Other accrued liabilities 11,122 11,634
Restructuring accrual 8,086 --
--------- ---------
Total current liabilities 59,903 59,196
--------- ---------
Long-term debt--net of current portion 183,784 198,277
--------- ---------
Deferred income taxes 4,306 11,206
--------- ---------
Other noncurrent liabilities 1,580 2,053
--------- ---------
Commitments and contingencies (Notes 4, 7 and 9)
Stockholders' equity:
Preferred stock--par value $.01;
10,000,000 shares authorized,
no shares issued or outstanding
Class A common stock--par value $.01;
50,000,000 shares authorized,
8,353,973 and 8,193,733 issued and
outstanding in 1995 and 1994,
respectively 84 82
Class B common stock--par value $.01;
20,000,000 shares authorized,
9,500,312 and 9,510,552 issued and
outstanding in 1995 and 1994,
respectively 95 95
Additional paid-in capital 69,107 68,359
Retained earnings (deficit) (24,420) 1,724
--------- ---------
Total stockholders' equity 44,866 70,260
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 294,439 $ 340,992
========= =========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Year Ended December 31,
1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
Net sales $ 426,272 $ 387,664 $ 360,895
Cost of goods sold 342,775 290,586 261,987
--------- --------- ---------
Gross profit 83,497 97,078 98,908
Operating expenses 62,075 69,372 64,467
Goodwill and other amortization 3,113 3,108 2,970
Pension termination expense - net 951 -- --
Restructuring 33,935 -- --
--------- --------- ---------
Operating income (loss) (16,577) 24,598 31,471
Interest expense 23,038 19,419 22,549
Other income (876) (168) (369)
--------- --------- ---------
Income (loss) before provision
for income taxes, extraordinary
item and cumulative effect of change
in accounting principle (38,739) 5,347 9,291
Provision (benefit) for income taxes (12,646) 2,348 3,459
--------- --------- ---------
Income (loss) before extraordinary item
and cumulative effect of
change in accounting principle (26,093) 2,999 5,832
Extraordinary item - early retirement
of debt (net of income tax benefit
of $1,574 and $138 in 1994 and 1993,
respectively) -- (2,462) (234)
Cumulative effect of change in
accounting principle relating to
income taxes -- -- 1,586
--------- --------- ---------
Net income (loss) $ (26,093) $ 537 $ 7,184
========= ========= =========
Income (loss) per common share:
Before extraordinary item and
change in accounting principle $ (1.47) $ .17 $ .33
Extraordinary item -- (.14) (.01)
Change in accounting principle -- -- .09
--------- --------- ---------
Net income (loss) $ (1.47) $ .03 $ .41
========= ========= =========
Average number of common and common
equivalent shares outstanding 17,731 17,695 17,737
========= ========= =========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)
<TABLE>
<CAPTION>
Addition Retained
Common Stock Paid-In Earning
Class A Class B Capital (Deficit) Total
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Balance, January 1,1993 $ 76 $ 100 $ 67,861 $ (5,858) $ 62,179
Class B shares converted
to Class A shares 4 (4) -- -- --
Exercise of stock options -- -- 43 -- 43
Foreign currency translation
adjustment -- -- -- (140) (140)
Net income -- -- -- 7,184 7,184
-------- -------- -------- -------- --------
Balance, December 31, 1993 80 96 67,904 1,186 69,266
Class B shares converted
to Class A shares 1 (1) -- -- --
Exercise of stock options 1 -- 455 -- 456
Foreign currency translation
adjustment -- -- -- 1 1
Net income -- -- -- 537 537
-------- -------- -------- -------- --------
Balance, December 31, 1994 82 95 68,359 1,724 70,260
Exercise of stock options 2 -- 748 -- 750
Foreign currency translation
adjustment -- -- -- (51) (51)
Net loss -- -- -- (26,093) (26,093)
-------- -------- -------- -------- --------
Balance, December 31, 1995 $ 84 $ 95 $ 69,107 $(24,420) $ 44,866
======== ======== ======== ======== ========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (26,093) $ 537 $ 7,184
Adjustments to reconcile net income
(loss) to net cash flows from
operating activities:
Depreciation and amortization 23,541 21,546 19,402
Restructuring charge 33,935 -- --
Deferred income taxes (10,881) 788 1,263
Gain on sale of fixed assets (876) -- --
Bad debt expense 780 1,598 969
Write-off of deferred financing costs -- 1,331 122
Change in accounting principle -- -- (1,586)
Other (51) 1 (140)
Changes in assets and liabilities
after effect of restructuring:
Receivables 2,173 (10,617) (664)
Inventories 10,003 (13,506) (1,932)
Other current assets 357 (210) 1,513
Accounts payable (6,214) 3,890 132
Other accrued liabilities (2,637) (1,288) (5,064)
Other assets 717 (1,005) (1,705)
--------- --------- ---------
Net cash provided by operating activities 24,754 3,065 19,494
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and
equipment (15,813) (19,095) (15,274)
Proceeds from sale of fixed assets 3,104 -- --
Purchase of minority interest of subsidiary -- (3,221) --
Sale of assets of trucking subsidiary -- -- 1,500
--------- --------- ---------
Net cash used for investing activities (12,709) (22,316) (13,774)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of long-term debt -- 59,918 467
Repayments of long-term debt (14,568) (84,567) (6,241)
Net borrowings (repayments) under long-term
working capital lines of credit (696) 38,163 --
Interest rate contracts settled -- (7,805) 2,000
Deferred financing costs (177) (2,171) (277)
Issuance of common stock 750 456 43
Other -- -- 283
--------- --------- ---------
Net cash (used for) provided by
financing activities (14,691) 3,994 (3,725)
--------- --------- ---------
CASH AND EQUIVALENTS:
Net (decrease) increase (2,646) (15,257) 1,995
Balance, beginning of year 4,488 19,745 17,750
--------- --------- ---------
Balance, end of year $ 1,842 $ 4,488 $ 19,745
========= ========= =========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Interest paid $ 19,538 $ 20,511 $ 21,946
Income taxes paid $ 1,123 $ 730 $ 2,382
</TABLE>
See notes to consolidated financial statements.
<PAGE>
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share amounts)
1. BUSINESS ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
BUSINESS
Carlisle Plastics, Inc. (the "Company") is a leading producer of consumer and
industrial products made from plastics. The Company's products include trash
bags, packaging, garment hangers and sheeting used for home improvement,
construction and agriculture. The Company's trash bag products include
institutional lines, as well as the Company's own national consumer brands. In
the fourth quarter of 1995, the Company elected to exit its private label
grocery and plastic container businesses (Note 11). Sales are primarily in
North America.
BASIS OF CONSOLIDATION
The consolidated financial statements of the Company include the accounts of
American Western Corporation ("American Western"), Rhino-X Industries, Inc.
("Rhino-X"), Carlisle Plastics Funding Corporation ("CPFC"), A&E Products (Far
East) Ltd. ("Far East"), A&E -- Korea, Ltd. ("Korea"), A&E Philippines, Inc.,
Carlisle Costa Rica S.A., Carlisle Plastics Europe S.A., Carlisle Recycling de
Mexico, S.A. de C.V., and Plasticos Bajacal, S.A. de C.V. ("Plasticos").
Significant intercompany transactions have been eliminated in consolidation.
Certain amounts in the prior years' financial statements have been reclassified
to conform to the current year's presentation.
CASH EQUIVALENTS
Cash equivalents include highly liquid investments with an original maturity of
three months or less. The recorded amount approximates fair market value.
INVENTORIES
Inventories are stated at the lower of cost or market. Cost is principally
determined using the first-in, first-out (FIFO) method.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Depreciation is computed on
a straight-line basis over the estimated lives of the assets ranging from two
to fifty years. Amortization of property acquired under capital leases and
leasehold improvements is computed on a straight-line basis over the estimated
useful lives of the assets or the remaining term of the lease.
GOODWILL AND OTHER ASSETS
Goodwill arising from the excess purchase price over net assets of businesses
acquired is amortized using the straight-line method principally over forty
years. Accumulated amortization was $14,564 and $12,464 as of December 31,
1995 and 1994, respectively.
Included in other assets at December 31, 1995 and 1994 are $2,436 and $3,808
(net of accumulated amortization of $5,489 and $4,073), respectively, of
deferred financing costs which are being amortized using the interest method
over the term of the related debt.
<PAGE>
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share amounts)
REVENUE RECOGNITION
Revenues are generally recognized when products are shipped.
INCOME TAXES
The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
109, "Accounting for Income Taxes," effective January 1, 1993. The cumulative
effect of adopting SFAS No. 109 was to increase 1993 net income by $1,586 ($.09
per share). Deferred tax assets and liabilities are determined based on the
differences between the financial statement and the tax bases of assets and
liabilities using enacted tax rates.
INCOME (LOSS) PER COMMON SHARE
Income (loss) per common share is computed on the basis of the weighted average
number of common and common equivalent shares, consisting of the dilutive effect
of stock options outstanding.
ACCOUNTING PRONOUNCEMENTS
During 1995 the Financial Accounting Standards Board issued SFAS No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed of" and SFAS No. 123 "Accounting for Stock Based Compensation."
Management of the Company does not believe implementation of SFAS No. 121 will
have a significant impact on the financial statements. With regard to SFAS No.
123, the Company has determined that it will not change to the fair value
method and will continue to use Accounting Principles Board Opinion No. 25 for
measurement and recognition of employee stock based transactions.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles necessarily requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from these estimates.
2. INVENTORIES
Inventories consist of the following at December 31:
<TABLE>
<CAPTION>
1995 1994
-------- --------
<S> <C> <C>
Raw materials $ 12,553 $ 21,823
Finished goods 29,332 34,715
-------- --------
Total $ 41,885 $ 56,538
======== ========
</TABLE>
<PAGE>
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share amounts)
3. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following at December 31:
<TABLE>
<CAPTION>
1995 1994
--------- ---------
<S> <C> <C>
Land, buildings and improvements $ 48,455 $ 40,586
Fixtures, machinery and equipment 154,489 179,372
Property under capital leases 2,844 3,046
--------- ---------
Total 205,788 223,004
Less accumulated depreciation
and amortization (85,268) (84,606)
Construction-in-process 3,923 929
--------- ---------
Property, plant and equipment- net $ 124,443 $ 139,327
========= =========
</TABLE>
Accumulated depreciation and amortization includes $1,867 and $1,911 at
December 31, 1995 and 1994, respectively, relating to property under capital
leases.
4. LONG-TERM DEBT
Long-term debt consists of the following at December 31:
<TABLE>
<CAPTION>
1995 1994
--------- ---------
<S> <C> <C>
Senior notes, interest at 10.25%,
due 1997 $ 90,000 $ 90,000
Equipment sale and leaseback, interest
at LIBOR plus 2.65%, due in installments
through 1999 27,088 40,356
Accounts receivable securitization,
interest at the weighted average rate
of underlying issued commercial paper
(5.9% at December 31, 1995) plus 1.25%
to 2.0%, due 1999 35,367 38,163
Senior variable rate notes, interest at
LIBOR plus 4.0%, due 1997 19,100 19,100
Senior notes, interest at 10.25%, $15,000
principal due 1997, net of unamortized
discount 14,827 14,709
Capital expenditure loans, interest at
fixed rates of 8.09% to 9.16%, due in
installments through 1998 2,370 3,021
Revolving credit agreement, interest at
LIBOR plus 2.25% to 3.75%, due 1997 2,100 --
Capital lease obligation at implicit
interest rate of 15%, due in installments
through 1999 1,330 1,710
Other 512 781
--------- ---------
Subtotal 192,694 207,840
Less current portion 8,910 9,563
--------- ---------
Total $ 183,784 $ 198,277
========= =========
</TABLE>
LIBOR was 5.7% at December 31, 1995.
<PAGE>
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share amounts)
Borrowings under the accounts receivable securitization agreement are limited
to the lesser of $45,000 or 85% of eligible accounts receivable, as defined by
the agreement, which expires in April 1999. Interest is payable daily based
upon the weighted average rate of the commercial paper, which is issued on the
secured receivables under the terms of the agreement, plus 1.25% to 2.0% based
upon borrowings. Outstanding borrowings under this agreement equalled the
amount available at December 31, 1995 of $35,367.
Borrowings under the revolving credit facility are limited to the lesser of
$25,000 or 50% of eligible inventories, as defined in the agreement, which
expires in March 1997 and is collateralized by the Company's inventories.
Interest is payable monthly at incremental rates of LIBOR plus 2.25% to 3.75%
based upon borrowings. Under this facility, the Company may also execute
letters of credit up to $9,000. The letters of credit accrue interest payable
monthly at incremental rates of 1.5% to 2.5%. Available and outstanding
borrowings under the terms of this facility at December 31, 1995 were $15,812
and $2,100, respectively. Issued and outstanding letters of credit were $2,065
at December 31, 1995.
The use of proceeds received by the Company under the revolving credit and the
accounts receivable securitization agreements are limited to funding working
capital requirements. In addition, an unused facility fee of .25% is charged
on any unused portion of the related agreements.
The sale and leaseback agreement requires monthly payments of variable
principal plus interest at LIBOR plus 2.65% and is collateralized by the
underlying equipment. The Company is also required to prepay principal semi-
annually in an amount equal to 40% of consolidated net income, limited to
$2,000 in each calendar year. The sale and leaseback agreement expires in April
1999. The net gain which was recorded in connection with the sale and
leaseback agreement of $2,369 has been deferred and is being amortized over
the term of the agreement.
The revolving credit, accounts receivable securitization and the sale and
leaseback agreements contain cross default covenants which require the Company
to meet certain financial tests. Such tests include the maintenance of minimum
net worth, operating cash flow, limitations on capital expenditures and the
payment of dividends. At December 31, 1995, the Company was in compliance with
the required covenants.
The Company has 10.25% Senior Notes with face amounts of $15,000 and $90,000
(together, the "10.25% Notes"). The 10.25% Notes require interest payments
semi-annually at a fixed rate of 10.25% and expire in June 1997. The 10.25%
Notes may be redeemed at the option of the Company, in whole or in part, at
102.56% of the face amount through June 14, 1996 and par thereafter.
The Senior Variable Rate Notes are due in 1997 (the "1997 Notes"), with
interest payable quarterly at LIBOR plus 4.0%. The 1997 Notes may be redeemed
at the option of the Company, in whole or in part, at par plus accrued
interest.
During 1994, the Company used available cash and proceeds received under the
sale and leaseback agreement to retire $10,000 in variable rate notes, and $300
of 5.7% Industrial Revenue Bonds. The Company also retired $68,525 and $5,000
of its 13.75% Notes in 1994 and 1993, respectively. As a result of the early
retirements of debt, the Company recorded extraordinary charges of $2,462 and
$234 (net of taxes of $1,574 and $138, respectively) in 1994 and 1993,
respectively.
<PAGE>
CARLISLE PLASTICS, INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share amounts)
As of December 31, 1995, the aggregate annual payments due on long-term debt
and the future minimum lease payments under capital lease obligations are as
follows:
<TABLE>
<CAPTION>
Capital Lease Other Long-Term
Obligations Debt Total
--------- --------- ---------
<S> <C> <C> <C>
Year ending December 31:
1996 $ 494 $ 8,597 $ 9,091
1997 519 135,958 136,477
1998 545 8,786 9,331
1999 139 38,023 38,162
--------- --------- ---------
Total minimum payments 1,697 191,364 193,061
Less amount representing interest 367 -- 367
--------- --------- ---------
Total $ 1,330 $ 191,364 $ 192,694
========= ========= =========
</TABLE>
Based upon available market information and borrowing rates currently available
to the Company for bank loans with similar terms and average maturities, the
fair value of long-term debt was approximately $193,400 and $206,900 at
December 31, 1995 and 1994, respectively.
5. EMPLOYEE BENEFIT PLANS
The Company maintained a noncontributory defined benefit pension plan which
covered certain employees. Benefits payable were determined based on
percentages of compensation for each year of service. During 1995, the Company
elected to terminate the defined benefit plan. Accordingly, accumulation of
benefits under the plan ceased effective March 31, 1995 and plan assets were
subsequently distributed.
Components of net pension expense for the years ended December 31 are as
follows:
<TABLE>
<CAPTION>
1995 1994 1993
------- ------- -------
<S> <C> <C> <C>
Service cost $ 84 $ 415 $ 355
Interest cost 429 402 374
Actual loss (return) on plan assets (368) 69 (543)
Deferred loss on plan assets (75) (538) --
Other - net (60) (60) 48
------- ------- -------
Net pension expense $ 10 $ 288 $ 234
======= ======= =======
</TABLE>
In addition to the net periodic pension expense in 1995, the Company recognized
a gain on plan curtailment of $112 and a loss on settlement of $1,063. Cash
contributions to the pension plan for the years ended December 31, 1995, 1994
and 1993 were $1,152, $0 and $122, respectively.
<PAGE>
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share amounts)
The Company also maintains defined contribution plans (the "Plans"). Full time
employees of the Company who are not members of collective bargaining units are
eligible to participate in the Plans after six months of employment. Under the
Plans, a participant may elect to reduce annual compensation by 1% to 16% and
have that amount contributed to the Plan by the Company on a pre-tax basis up
to the maximum allowable deferral per the Internal Revenue Code. The Company
matches employee contributions, for one of the Plans, at a rate of 50% of the
employee's contribution up to 6% of the employee's salary. Employee
contributions vest immediately, whereas employer contributions vest over three
years. During the years ended December 31, 1995, 1994 and 1993, the Company's
aggregate matching contributions were $424, $366 and $372, respectively.
6. INCOME TAXES
Significant components of the Company's net deferred tax asset (liability) are
comprised of the following as of December 31:
<TABLE>
<CAPTION>
1995 1994
------------------ ------------------
Non- Non-
Current Current Current Current
-------- -------- -------- --------
<S> <C> <C> <C> <C>
DEFERRED TAX ASSETS:
Accruals not currently deductible $ 6,224 $ -- $ 2,355 $ --
Operating loss carryforwards -- 11,024 -- 7,067
Alternative minimum tax credit
carryforwards -- 2,051 -- 2,601
Foreign tax credit carryforwards -- 445 -- --
Differences between book and
tax basis of property -- 507 -- 652
Other -- 335 -- 406
-------- -------- -------- --------
6,224 14,362 2,355 10,726
-------- -------- -------- --------
DEFERRED TAX LIABILITIES:
Differences between book and
tax basis of property -- (16,942) -- (19,302)
Deferred net loss on interest
rate contract settlement -- (1,707) -- (2,588)
Prepaid expenses (45) -- (88) --
Other (125) (19) (193) (42)
-------- -------- -------- --------
(170) (18,668) (281) (21,932)
-------- -------- -------- --------
Net deferred tax asset (liability) $ 6,054 $ (4,306) $ 2,074 $(11,206)
======== ======== ======== ========
</TABLE>
As of December 31, 1995, the Company had net operating loss carryforwards from
a purchased subsidiary which expire in the years 2006 through 2008 in the
amount of $9,862, which may be utilized to reduce consolidated taxable income
to the extent of taxable income generated by the purchased subsidiary. The
Company also had a consolidated net operating loss carryforward of $18,572 (of
which $11,286 expires in 2009 and $7,286 expires in 2010), alternative minimum
tax credits totaling $2,051, which have no expiration date, and foreign tax
credit carryforwards of $445, which expire through 1999.
The Company has not provided a valuation allowance against net deferred tax
assets because realization of the benefit is considered more likely than not.
<PAGE>
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share amounts)
The provision (benefit) for income taxes consists of the following for the
years ended December 31:
<TABLE>
<CAPTION>
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
Current:
Federal $ (2,107) $ (333) $ 1,723
Foreign 292 219 122
State 50 100 351
-------- -------- --------
Total current (1,765) (14) 2,196
-------- -------- --------
Deferred:
Federal (9,095) 2,233 903
State (1,786) 129 360
-------- -------- --------
Total deferred (10,881) 2,362 1,263
-------- -------- --------
Total $(12,646) $ 2,348 $ 3,459
======== ======== ========
</TABLE>
The provision (benefit) for income taxes differs from an amount computed at the
statutory tax rate as follows:
<TABLE>
<CAPTION>
1995 1994 1993
----- ----- -----
<S> <C> <C> <C>
Provision (benefit) using (35.0)% 35.0% 35.0%
statutory tax rate
Graduated tax rate 1.0 (1.0) (1.0)
Goodwill amortization 1.8 13.4 7.8
Goodwill written off in restructuring 4.0 -- --
State taxes, net of federal income
tax benefit (3.0) 2.8 5.1
Reversal of valuation allowance -- -- (3.6)
Settlement of certain tax audits (2.7) -- --
Other--net 1.3 (6.3) (6.1)
----- ----- -----
Provision (benefit) for income taxes (32.6)% 43.9% 37.2%
===== ===== =====
</TABLE>
7. RELATED PARTY TRANSACTIONS
NOTE RECEIVABLE
At December 31, 1995, the Company had a note receivable from an officer and
director of the Company, in the amount of $100, due August 1997. Interest is
payable annually at a rate of 6%, compounded monthly.
<PAGE>
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share amounts)
MANAGEMENT FEES
In September 1995, the Company renewed a one year Management Agreement with
Carlisle Plastics Management Corporation ("CPMC"), an affiliate of the Company.
Under the terms of the agreement, CPMC receives an annual management fee of
$750. Management fees paid by the Company to CPMC under the agreement were
$750, $1,250 and $1,500 for the years ended December 31, 1995, 1994 and 1993,
respectively.
The indentures for the 10.25% Notes require that management fees not exceed
2.0% of sales per year and that each affiliate execute a management fee
subordination agreement.
8. STOCKHOLDERS' EQUITY
The Company's Class B common stock is one-for-one convertible to Class A common
stock and has restrictions on transfers. Each share of Class A common stock is
entitled to one vote, and each share of Class B common stock is entitled to
twenty votes.
The Company maintains an incentive stock option plan (the "Incentive Plan") for
key salaried employees and directors. The term of an incentive stock option may
not exceed ten years. As of December 31, 1995, 1,880,000 shares of Class A
Common Stock were reserved for issuance under the Incentive Plan.
A summary of options granted under the Incentive Plan is as follows:
<TABLE>
<CAPTION>
Number of Shares Option Price Per Share
---------------- ----------------------
<S> <C> <C>
Outstanding at January 1, 1993 473,400 $5.00 - $9.50
Granted 395,400 $5.31 - $6.00
Cancelled or expired (68,500) $5.00 - $9.50
Exercised (8,650) $5.00
---------
Outstanding at December 31, 1993 791,650 $5.00 - $9.50
Granted 983,400 $4.00 - $7.44
Cancelled or expired (460,800) $5.00 - $7.66
Exercised (85,200) $5.00 - $6.00
---------
Outstanding at December 31, 1994 1,229,050 $4.00 - $9.50
Granted 196,000 $4.38 - $5.53
Cancelled or expired (93,400) $5.00 - $7.00
Exercised (150,000) $5.00
---------
Outstanding at December 31, 1995 1,181,650 $4.00 - $9.50
=========
Exercisable at December 31, 1995 278,950 $4.00 - $7.44
=========
</TABLE>
In 1992, a director and officer was granted non-qualified options, which are
not included in the above table, to purchase 400,000 shares of the Company's
Class A Common Stock at $4.00 per share (the fair market value of the shares at
the date of the agreement). At December 31, 1995, these options were fully
vested.
<PAGE>
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share amounts)
9. COMMITMENTS AND CONTINGENCIES
OPERATING LEASES
The Company leases various manufacturing facilities under noncancelable
operating leases with varying terms through 2002. The following is a schedule
of future minimum lease payments required under such operating leases:
<TABLE>
<S> <C>
1996 $ 4,542
1997 3,967
1998 3,689
1999 1,890
2000 431
Thereafter 431
--------
Total $ 14,950
========
</TABLE>
Rent expense under operating leases totaled $5,359, $5,955 and $4,476 for
1995, 1994 and 1993, respectively.
LITIGATION
The Company is subject to legal proceedings and claims which arise in the
ordinary course of its business. In the opinion of management, the amount of
ultimate liability with respect to these actions will not materially affect the
financial position, results of operations or cash flows of the Company.
10. CONCENTRATION OF CREDIT RISK
In December, 1994, the Company terminated an interest rate swap and corridor
for $6,300. The swap agreement and corridor matched the principal and due date
of the Company's 1992 10.25% Notes. The cost of the corridor ($1,500) and
termination of the related agreements has been deferred and is amortized as an
adjustment to interest expense over the remaining term of the 10.25% Notes.
In September 1993, the Company received $2,000 from the termination of an
interest rate swap agreement which it had entered into in June 1993. This gain
has been deferred and is being amortized through June 1997, the original term
of the swap agreement.
For the years ended December 31, 1995, 1994 and 1993, the Company recorded as
an increase (reduction) to interest expense $2,127, ($350) and ($751) relating
to the interest rate agreements.
The Company had accounts receivable from a single customer of $5,912 and $4,055
at December 31, 1995 and 1994, respectively. Sales to this customer represented
10%, 7% and 7% of total sales for the three years ended December 31, 1995.
This customer has a history of timely payments to the Company, and the Company
believes it has no unusual exposure to credit risk at December 31, 1995.
<PAGE>
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except share and per share amounts)
11. RESTRUCTURING CHARGE
During the fourth quarter of 1995, the Company recorded a $33,935 charge for
restructuring relating to the exit of two unprofitable business units: private
label grocery and containers. Principal items included in the charge are
estimated contract termination costs, severance for workforce reductions,
losses on contracts and the write-off of certain assets including goodwill.
Sales related to the private label grocery and containers businesses for the
year ended December 31, 1995 totaled $25,555 and $30,107, respectively, and
operating losses before restructuring charges totaled $1,942 and $920,
respectively. Management estimates that the cash generated from the sale of
assets will cover the estimated cash requirements related to the restructuring.
The balance of the restructuring liability as of December 31, 1995 was $8,086.
The majority of these liabilities should be paid or settled during 1996.
12. MINORITY INTEREST PURCHASE
On January 1, 1994 the Company purchased the remaining onethird minority
interest shares of its subsidiary Rhino-X at a purchase price of $3.2 million.
<PAGE>
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(In thousands, except per share amounts)
13. UNAUDITED SELECTED QUARTERLY FINANCIAL DATA
<TABLE>
<CAPTION>
Year Ended December 31, 1995
Quarters
------------------------------------------
First Second Third Fourth(a)
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net Sales $ 103,160 $ 112,620 $ 112,417 $ 98,075
Gross Profit 23,374 22,077 20,586 17,460
Net (Loss) Income 633 1,363 (1,079) (27,010)
Net (Loss) Income per share $ .04 $ .08 $ (.06) $ (1.53)
<FN>
- ---------------
(a) The fourth quarter included a $33,935 charge for restructuring and a
$951 loss on termination and settlement of the Company's defined benefit
pension plan.
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31, 1994
Quarters
------------------------------------------
First Second Third Fourth
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net Sales $ 86,092 $ 95,002 $ 104,258 $ 102,312
Gross Profit 21,453 23,775 24,485 27,365
Income Before Extraordinary
Item 16 1,154 122 1,707
Net (Loss) Income (2,446) 1,154 122 1,707
Income Per Share:
Income Before
Extraordinary Item $ .00 $ .07 $ .01 $ .10
Net (Loss) Income (.14) .07 .01 .10
</TABLE>
<PAGE>
SCHEDULE II
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
<TABLE>
<CAPTION>
Balance at Charged to Deductions Balance
Beginning Costs and From at End
of year Expense Reserves(a) of Year
-------- -------- -------- --------
<S> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1993:
Allowance for doubtful accounts $ 2,600 $ 969 $ 544 $ 3,025
YEAR ENDED DECEMBER 31, 1994:
Allowance for doubtful accounts $ 3,025 $ 1,598 $ 568 $ 4,055
YEAR ENDED DECEMBER 31, 1995:
Allowance for doubtful accounts $ 4,055 $ 780 $ 1,524 $ 3,311
<FN>
- ---------------
(a) Accounts determined to be uncollectible and charged against reserve, net of
collections on accounts previously charged against reserve.
</TABLE>
<PAGE>
CARLISLE PLASTICS, INC. AND SUBSIDIARIES
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- ---------------------------------------------------------------------
<S> <C><C> <C>
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).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- ---------------------------------------------------------------------
<S> <C><C> <C>
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).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- ---------------------------------------------------------------------
<S> <C><C> <C>
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.
</TABLE>
EXHIBIT 10.7
FIFTH AMENDMENT TO CREDIT AGREEMENT
This FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Fifth Amendment"),
executed as of November 13, 1995 and effective as of September 30, 1995, is by
and among CARLISLE PLASTICS, INC., a Delaware corporation, as Borrower (the
"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
(the "Co-Obligors"), and GENERAL ELECTRIC CAPITAL CORPORATION, a New York
corporation, as Agent and as Lender (the "Agent").
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 certain
Second Amendment to Credit Agreement dated as of April 15, 1994, that certain
Third Amendment to Credit Agreement dated as of October 25, 1994 and that
certain Fourth Amendment to Credit Agreement dated as of June 14, 1995 (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; and
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 Fifth Amendment. These Recitals shall be
construed as part of this Fifth Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. DEFINED TERMS; LOAN DOCUMENT. Each capitalized term used in
this Fifth Amendment and not otherwise defined in this Fifth Amendment shall
have the meaning ascribed thereto in SCHEDULE A to the Credit Agreement. This
Fifth Amendment shall constitute a Loan Document.
2. AMENDMENT OF THE CREDIT AGREEMENT. SCHEDULE 6.11 to the Credit
Agreement is hereby amended by deleting in its entirety clause (b) thereof and
by substituting therefor the following:
<PAGE>
"(b) MINIMUM NET WORTH. Borrower and its Subsidiaries on a
consolidated basis shall have, as at each of the dates set forth below
(and shall maintain at all times during the period from and including such
date through but excluding the next date immediately succeeding such
date), Net Worth equal to or greater than the amount set forth opposite
such date:
<TABLE>
<CAPTION>
DATE MINIMUM NET WORTH
---- -----------------
<S> <C>
June 30, 1994 The higher of $66,000,000 or
Equity as of April 30, 1994
September 30, 1994 The higher of $66,000,000 or
Equity as of April 30, 1994
December 31, 1994 $68,000,000
March 31, 1995 $69,400,000
June 30, 1995 $71,300,000
September 30, 1995 $70,000,000
December 31, 1995 $74,100,000
June 30, 1996 $76,000,000
December 31, 1996 $81,100,000"
</TABLE>
3. CONDITIONS TO EFFECTIVENESS. This Fifth 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 Fifth
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 4 hereof shall be true, accurate and
complete in all respects.
<PAGE>
4. REPRESENTATIONS AND WARRANTIES OF BORROWER. In order to induce
Agent and Lender to enter into this Fifth Amendment, Borrower hereby makes the
following representations and warranties, each of which shall survive the
execution and delivery of this Fifth Amendment:
(a) as of the date hereof, no Default or Event of Default has
occurred and is continuing and, after giving effect to this Fifth
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 Fifth
Amendment and the transactions contemplated hereby, the representations
and warranties of Borrower and each of the Co-Obligors contained in the
Loan 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 Fifth 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, resolutions of the board of directors and,
as applicable, the stockholders, of such Person), and this Fifth 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.
5. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.
5.1 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),
as amended by this Fifth Amendment, is hereby ratified and confirmed in
all respects.
5.2 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 Fifth 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.
<PAGE>
5.3 Upon the effectiveness of this Fifth 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), as
amended hereby.
6. MISCELLANEOUS.
6.1 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 Fifth
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.
6.2 HEADINGS. Section headings in this Fifth Amendment are
included herein for convenience of reference only and shall not constitute
a part of this Fifth Amendment for any other purpose.
6.3. COUNTERPARTS. This Fifth Amendment may be executed in any
number of separate counterparts, each of which shall collectively and
separately constitute one agreement.
6.4 GOVERNING LAW. IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS FIFTH 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, AND ANY APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA.
* * * *
<PAGE>
IN WITNESS WHEREOF, each party hereto has caused this Fifth Amendment
to be duly executed and delivered by its proper and duly authorized officer.
This Fifth Amendment is executed as of November 13, 1995 but shall be deemed
effective as of September 30, 1995.
GENERAL ELECTRIC CAPITAL CORPORATION,
a New York corporation,
as Agent and Lender
By: /s/ Thomas E. Johnstone
-------------------------
Name: Thomas E. Johnstone
Title: Vice President-Commercial Finance Inc.
CARLISLE PLASTICS, INC.,
a Delaware corporation
By: /s/ Patrick J. O'Leary
--------------------------
Name: Patrick J. O'Leary
Title: Chief Financial Officer
A&E PRODUCTS (FAR EAST) LTD.,
a Hong Kong corporation
By: /s/ Patrick J. O'Leary
-------------------------
Name: Patrick J. O'Leary
Title: Director
PLASTICOS BAJACAL S.A. DE C.V.,
a Mexican corporation
By: /s/ Clifford A. Deupree
-------------------------
Name: Clifford A. Deupree
Title: Sole Administrator
<PAGE>
RHINO-X INDUSTRIES, INC.,
a Delaware corporation
By: /s/ Patrick J. O'Leary
-------------------------
Name: Patrick J. O'Leary
Title: Vice President, Secretary and Chief Financial Officer
A&E-KOREA, LTD.,
a Delaware corporation
By: /s/ Patrick J. O'Leary
-------------------------
Name: Patrick J. O'Leary
Title: Vice President, Secretary and Chief Financial Officer
AMERICAN WESTERN CORPORATION,
a Delaware corporation
By: /s/ Patrick J. O'Leary
-------------------------
Name: Patrick J. O'Leary
Title: Vice President, Secretary and Chief Financial Officer
Exhibit 10.13(a)
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 is 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.
<PAGE>
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.
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/ Patrick Walsh
-------------------------
Name: Patrick Walsh
Title: Vice President - Underwriting
CARLISLE PLASTICS, INC.
By: /s/ Cheryl J. Sauter
-------------------------
Name: Cheryl J. Sauter
Title: Treasurer
EXHIBIT 10.13(b)
AMENDMENT NO. 4 TO EQUIPMENT LEASE AGREEMENT
This Amendment No. 4 to Equipment Lease Agreement (this "Amendment")
executed as of November 13, 1995 and effective as of September 30, 1995 is by
and between Carlisle Plastics, Inc., a Delaware corporation ("Lessee"), and
General Electric Capital Corporation, a New York 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 by that certain First Amendment to
Equipment Lease Agreement dated as of August 17, 1994, that certain Amendment
No. 2 to Equipment Lease Agreement dated as of October 25, 1994, and that
certain Amendment No. 3 to Equipment Lease Agreement dated as of June 14,
1995 (as the same may be hereafter amended, restated, supplemental or
otherwise modified from time to time, the "Lease").
B. In order to change certain financial covenants of Lessee, Lessee
and Lessor have agreed to further amend the Lease in the manner set forth
herein.
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. DEFINED TERMS. Capitalized terms used herein and not otherwise
defined shall have their meaning as defined in Exhibit B to the Lease.
2. AMENDMENTS TO LEASE.
2.1 SECTION (b) OF EXHIBIT G-1. Exhibit G-1 to the Lease is
hereby amended by deleting in its entirety clause (b) thereof and by
substituting therefor the following:
"(b) Minimum Net Worth. Lessee and its subsidiaries on a
Consolidated basis shall have, as at each of the dates set forth
below (and shall maintain at all times during the period from and
including such date through but excluding the next date immediately
succeeding such date), Net Worth equal to or greater than the
amount set forth opposite such date:
<PAGE)
<TABLE>
<CAPTION>
DATE MINIMUM NET WORTH
---- -----------------
<S> <C>
June 30, 1994 The higher of $66,000,000 or
Equity as of April 30, 1994
September 30, 1994 The higher of $66,000,000 or
Equity as of April 30, 1994
December 31, 1994 $68,000,000
March 31, 1995 $69,400,000
June 30, 1995 $71,300,000
September 30, 1995 $70,000,000
December 31, 1995 $74,100,000
June 30, 199 $76,000,000
December 31, 1996 $81,100,000
June 30, 1997 $85,800,000
December 31, 1997 $92,200,000
June 30, 1998 $95,600,000
December 31, 1998 $103,300,000"
</TABLE>
3. OBLIGATIONS UNDER LEASE. Notwithstanding anything to the
contrary contained herein or in any agreement, document or instrument
executed in connection herewith, Lessee hereby acknowledges and agrees that
Lessee shall remain fully liable for any obligations of Lessee with respect
to the Terminated Equipment arising or accruing prior to the date hereof and
in respect of acts, omissions or events occurring, relating to or arising in
connection with the Terminated Equipment prior to the termination of the
Lease with respect thereto, regardless of when the same may be asserted.
4. CONDITIONS TO EFFECTIVENESS. This Amendment shall not become
effective, and Lessor shall have no obligation hereunder, until the following
conditions shall have been satisfied in full, in Lessor's sole discretion.
(a) Lessor shall have received original counterparts of this
Amendment, duly executed by each party hereto; and
<PAGE>
(b) on and as of the date hereof, the representations and
warranties of Lessee made pursuant to Section 5 hereof shall be true,
accurate and complete in all respects.
5. REPRESENTATIONS AND WARRANTIES OF LESSEE. In order to induce
Lessor to enter into this Amendment, Lessee 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 Potential Default has
occurred and is continuing under the Lease and, after giving effect to
this Amendment and the transactions contemplated hereby, no Default or
Potential Default shall have occurred and be continuing under the Lease;
(b) as of the date hereof and after giving effect to this
Amendment and the transactions contemplated hereby, the representations
and warranties of Lessee contained in the Lease Document 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 Lessee 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,
resolutions 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.
6. REFERENCE TO AND EFFECT ON THE LEASE.
6.1 This Amendment shall be effective upon (i) the receipt by
Lessee and Lessor of executed counterparts hereof or of telecopied
confirmation of the execution and mailing of this Amendment, and the
satisfaction, in the opinion of Lessor, of all conditions to the
termination contained or referred to herein. On or after the effective
date hereof, each reference in the Lease to "this Lease," "hereunder,"
"hereof," "herein," or words of like import and each reference to the
Lease in each document executed in connection therewith shall mean and
be a reference to the Lease as amended hereby.
<PAGE>
6.2 All of the terms, conditions and covenants of the Lease
and the other documents executed in connection therewith shall remain
unaltered and in full force and effect and shall be binding upon Lessee
in all respects and are hereby ratified and confirmed.
6.3 Except as specifically amended hereby, the execution,
delivery and effectiveness of this Amendment shall not operate as a
waiver of (a) any right, power or remedy of Lessor under the Lease or
any of the documents executed in connection therewith, or (b) any
Default or Potential Default under the Lease.
7. COSTS AND EXPENSES. Lessee agrees to pay on demand all
reasonable and documented costs and expenses of Lessor in connection with the
preparation, execution and delivery of this Amendment and the transactions
contemplated hereby, including the reasonable fees and out-of-pocket expenses
of counsel for Lessor with respect thereto.
8. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE
OF NEW YORK.
9. EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.
10. 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.
<PAGE>
IN WITNESS WHEREOF, Lessee and Lessor have caused this Amendment to
be duly executed. This Amendment is executed as of November 13, 1995 but
shall be deemed effective as of September 30, 1995.
GENERAL ELECTRIC CAPITAL CORPORATION,
a New York corporation,
as Agent for itself and certain Participants
By: /s/ James R. Newman
-------------------------
Name: James R. Newman
Title: Credit Manager
CARLISLE PLASTICS, INC.,
a Delaware corporation
By: /s/ Patrick J. O'Leary
-------------------------
Name: Patrick J. O'Leary
Title: Chief Financial Officer
EXHIBIT 10.13(c)
AMENDMENT NO. 5 TO EQUIPMENT LEASE AGREEMENT
This Amendment No. 5 to Equipment Lease Agreement (this "Amendment"),
executed as of December 1, 1995 and effective as of the Payment Date (as
defined in the Lease) on November 4, 1995, is by and between Carlisle Plastics,
Inc., a Delaware corporation ("Lessee"), and General Electric Capital
Corporation, a New York 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 by that certain First Amendment to
Equipment Lease Agreement dated as of August 17, 1994, that certain Amendment
No. 2 to Equipment Lease Agreement dated as of October 25, 1994, that certain
Amendment No. 3 to Equipment Lease Agreement dated as of June 14, 1995 and
that certain Amendment No. 4 to Equipment Lease Agreement executed as of
November 13, 1995 and effective as of September 30, 1995 (as the same may
be hereafter amended, restated, supplemented or otherwise modified from time
to time, the "Lease").
B. In order to reflect the termination of the Lease with respect
to certain items of Equipment (the "Terminated Equipment"), Lessee and
Lessor have agreed to further amend the Lease in the manner set forth
herein.
NOW THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. DEFINED TERMS. Capitalized terms used herein and not otherwise
defined shall have their meaning as defined in Exhibit B to the Lease.
2. AMENDMENTS TO LEASE.
2.1 SECTION 21 OF LEASE. Section 21 of the Lease is hereby
amended by deleting the second sentence thereof in its entirety and by
substituting therefor the following:
"The Fixed Purchase Price of the Equipment shall
be an amount equal to (i) $800,448, less (ii) an amount
determined by multiplying $800,448 by a fraction, the
numerator of which shall be equal to the sum of (A) the
Total Funding Amount of all items of Equipment theretofore
purchased by Lessee under Sections 20(a), (b) or (c) hereof,
the purchase price of which has been paid to Lessor, (B) the
<PAGE>
Total Funding Amount of all items of Equipment as to which a
Total Loss has occurred and Lessee has paid Lessor the
Stipulated Loss Value thereof, and (C) the Total Funding
Amount of all items of Equipment as to which Lessor
shall have given its express written consent to the
early termination of this Lease with respect thereto, the
purchase price of which has been paid to Lessor, and
the denominator of which shall be the original Total
Funding Amount of all Equipment subject to this Lease
on the Lease Commencement Date, together with all rent
and other sums then due on such date, plus all taxes
and charges upon sale and all other expenses incurred by
Lessor in connection with such sale".
2.2 EQUIPMENT SCHEDULE NO. 1. Equipment Schedule
No. 1 dated as of April 4, 1994 is deleted in its entirety and
Equipment Schedule No. 2 executed as of December 1, 1995 and
effective as of November 4, 1995 and attached hereto as EXHIBIT A
is substituted in lieu thereof. Prior to the execution and delivery
of this Amendment, Lessee shall have paid (i) $591,406.64 to Lessor
in payment for the equipment listed on EXHIBIT B-1 hereto (this
payment is comprised of $585,551.13, representing the Termination
Value of such equipment, plus $5,855.51, representing a one percent
(1%) early termination fee) and (ii) $729,287 to Lessor in payment
for the equipment listed on Exhibit B-2 hereto (representing the
Termination Value of such equipment).
3. OBLIGATIONS UNDER LEASE. Notwithstanding anything to
the contrary contained herein or in any agreement, document or instrument
executed in connection herewith, Lessee hereby acknowledges and agrees that
Lessee shall remain fully liable for any obligations of Lessee with respect
to the Terminated Equipment arising or accruing prior to the date hereof
and in respect of acts, omissions or events occurring, relating to or arising
in connection with the Terminated Equipment prior to the termination of the
Lease with respect thereto, regardless of when the same may be asserted.
4. CONDITIONS TO EFFECTIVENESS. This Amendment shall not
become effective, and Lessor shall have no obligation hereunder, until the
following conditions shall have been satisfied in full, in Lessor's sole
discretion:
(a) Lessor 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 Lessee made pursuant to SECTION 5 hereof
shall be true, accurate and complete in all respects.
<PAGE>
5. REPRESENTATIONS AND WARRANTIES OF LESSEE. In order to
induce Lessor to enter into this Amendment, Lessee 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 Potential
Default has occurred and is continuing under the Lease and,
after giving effect to this Amendment and the transactions
contemplated hereby, no Default or Potential Default shall have
occurred and be continuing under the Lease;
(b) as of the date hereof and after giving effect to
this Amendment and the transactions contemplated hereby, the
representations and warranties of Lessee contained in the
Lease 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 Lessee
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, resolutions 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.
6. REFERENCE TO AND EFFECT ON THE LEASE.
6.1 This Amendment shall be effective upon (i) the
receipt by Lessee and Lessor of executed counterparts hereof
or of telecopied confirmation of the execution and mailing of
this Amendment, and the satisfaction, in the opinion of
Lessor, of all conditions to the termination contained or
referred to herein. On or after the effective date hereof,
each reference in the Lease to "this Lease," "hereunder,"
"hereof," "herein," or words of like import and each reference
to the Lease in each document executed in connection therewith
shall mean and be a reference to the Lease as amended hereby.
<PAGE>
6.2 All of the terms, conditions and covenants of
the Lease and the other documents executed in connection
therewith shall remain unaltered and in full force and effect
and shall be binding upon Lessee in all respects and are
hereby ratified and confirmed.
6.3 Except as specifically amended hereby, the
execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of (a) any right, power or
remedy of Lessor under the Lease or any of the documents
executed in connection therewith, or (b) any Default or
Potential Default under the Lease.
7. COSTS AND EXPENSES. Lessee agrees to pay on demand
all reasonable and documented costs and expenses of Lessor in connection
with the preparation, execution and delivery of this Amendment and the
transactions contemplated hereby, including the reasonable fees and out-of-
pocket expenses of counsel for Lessor with respect thereto.
8. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE
STATE OF NEW YORK.
9. EXECUTION IN COUNTERPARTS. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same
agreement.
10. 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.
<PAGE>
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,
a New York corporation,
as Agent for itself and certain
Participants
By: /s/ James R. Newman
-------------------------
Name: James R. Newman
Title: Credit Manager
CARLISLE PLASTICS, INC.
By: /s/ Cheryl J. Sauter
-------------------------
Name: Cheryl J. Sauter
Title: Treasurer
EXHIBIT 10.13(d)
AMENDMENT NO. 6 TO EQUIPMENT LEASE AGREEMENT
This Amendment No. 6 to Equipment Lease Agreement (this "Amendment"),
executed as of December 29, 1995 and effective as of the Payment Date (as
defined in the Lease) on December 4, 1995, is by and between Carlisle Plastics,
Inc., a Delaware corporation ("Lessee"), and General Electric Capital
Corporation, a New York 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 by that certain First Amendment to
Equipment Lease Agreement dated as of August 17, 1994, that certain Amendment
No. 2 to Equipment Lease Agreement dated as of October 25, 1994, that certain
Amendment No. 3 to Equipment Lease Agreement dated as of June 14, 1995, that
certain Amendment No. 4 to Equipment Lease Agreement executed as of
November 13, 1995 and effective as of September 30, 1995 and that certain
Amendment No. 5 to Equipment Lease Agreement executed as of December 1,
1995 and effective as of November 4, 1995 (as the same may be hereafter
amended, restated, supplemented or otherwise modified from time to time, the
"Lease").
B. In order to reflect the termination of the Lease with respect
to certain items of Equipment (the "Terminated Equipment"), Lessee and
Lessor have agreed to further amend the Lease in the manner set forth
herein.
NOW THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. DEFINED TERMS. Capitalized terms used herein and not otherwise
defined shall have their meaning as defined in Exhibit B to the Lease.
2. AMENDMENTS TO LEASE.
2.1 SECTION 20 OF LEASE. Section 20 of the Lease is hereby
amended by deleting the subsection (a) thereof in its entirety and by
substituting therefor the following:
"(a) Notwithstanding any provision in this Lease to the
contrary, if no Default shall have occurred and be continuing,
Lessee shall have the option, exercisable by written notice
delivered not less than 90 days prior to the proposed purchase
date (unless Lessor shall consent to written notice being delivered
<PAGE>
at some later date), on any two Payment Dates in a calendar year
(unless Lessor shall consent to purchases on more than two Payment
Dates in a calendar year), to purchase any item of Equipment that
has become technologically obsolete for Lessee's purposes at a
purchase price equal to the sum of (i) the Termination Value of
such Equipment, plus (ii) if the Option to Convert has been exercised,
the Make Whole Premium, if any, plus (iii) in the case of any
termination prior to one year after the Lease Commencement Date,
an additional amount equal to 1% of the Termination Value of such
Equipment (such amount, the "Termination Premium") in payment of
Lessor's administrative expenses, provided that (A) no Termination
Premium shall be payable in the event that the purchase is caused
by a change in control of Lessee's voting stock; and (B) the
Termination Premium shall be equal to 0.5% of the Termination
Value of such Equipment if the purchase price is paid from the
proceeds of any offering of Lessee's equity securities that is
registered under the Securities Act of 1933, as amended, plus (iv)
all rent and other sums then due on such date, plus (v) all taxes
and charges upon sale and all expenses incurred by Lessor in
connection with such sale; provided, that after giving effect to
any such purchase the Total Funding Amount of all Equipment purchased
under this Section 20(a) shall not exceed 25% of the cumulative
original Total Funding Amount of all items of Equipment subject
to this Lease".
2.2 EQUIPMENT SCHEDULE NO. 2. Equipment Schedule No. 2
dated as of November 4, 1995 is deleted in its entirety and Equipment
Schedule No. 3 executed as of December 29, 1995 and effective as of
December 4, 1995 and attached hereto as Exhibit A is substituted in
lieu thereof.
3. OBLIGATIONS UNDER LEASE. Notwithstanding anything to the
contrary contained herein or in any agreement, document or instrument executed
in connection herewith, Lessee hereby acknowledges and agrees that Lessee
shall remain fully liable for any obligations of Lessee with respect to the
Terminated Equipment arising or accruing prior to the date hereof and in
respect of acts, omissions or events occurring, relating to or arising in
connection with the Terminated Equipment prior to the termination of the Lease
with respect thereto, regardless of when the same may be asserted.
4. CONDITIONS TO EFFECTIVENESS. This Amendment shall not become
effective, and Lessor shall have no obligation hereunder, until the following
conditions shall have been satisfied in full, in Lessor's sole discretion:
(a) Lessor shall have received original counterparts of this
Amendment, duly executed by each party hereto;
<PAGE>
(b) on and as of the date hereof, the representations and
warranties of Lessee made pursuant to SECTION 5 hereof shall be true,
accurate and complete in all respects.
(c) prior to the execution and delivery of this Amendment, Lessee
shall have paid to Lessor a total of $2,830,517.95, calculated as the sum
of (i) $2,646,482.22 in payment to Lessor for the equipment listed on
EXHIBIT B-1 hereto (representing the Termination Value of such equipment),
plus (ii) $196,777.78 in payment to Lessor for the equipment listed on
EXHIBIT B-2 hereto (representing the Termination Value of such equipment),
minus (iii) $12,742.05 which is credited to Lessee in refund of an
overpayment by Lessee in connection with a previous purchase of equipment.
5. REPRESENTATIONS AND WARRANTIES OF LESSEE. In order to induce
Lessor to enter into this Amendment, Lessee 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 Potential Default has
occurred and is continuing under the Lease and, after giving effect to
this Amendment and the transactions contemplated hereby, no Default or
Potential Default shall have occurred and be continuing under the Lease;
(b) as of the date hereof and after giving effect to this
Amendment and the transactions contemplated hereby, the representations
and warranties of Lessee contained in the Lease 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 Lessee 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,
resolutions 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.
<PAGE>
6. REFERENCE TO AND EFFECT ON THE LEASE.
6.1 This Amendment shall be effective upon (i) the receipt
by Lessee and Lessor of executed counterparts hereof or of telecopied
confirmation of the execution and mailing of this Amendment, and the
satisfaction, in the opinion of Lessor, of all conditions to the
termination contained or referred to herein. On or after the effective
date hereof, each reference in the Lease to "this Lease," "hereunder,"
"hereof," "herein," or words of like import and each reference to the
Lease in each document executed in connection therewith shall mean and
be a reference to the Lease as amended hereby.
6.2 All of the terms, conditions and covenants of the Lease
and the other documents executed in connection therewith shall remain
unaltered and in full force and effect and shall be binding upon Lessee
in all respects and are hereby ratified and confirmed.
6.3 Except as specifically amended hereby, the execution,
delivery and effectiveness of this Amendment shall not operate as a
waiver of (a) any right, power or remedy of Lessor under the Lease or
any of the documents executed in connection therewith, or (b) any
Default or Potential Default under the Lease.
7. COSTS AND EXPENSES. Lessee agrees to pay on demand all
reasonable and documented costs and expenses of Lessor in connection with the
preparation, execution and delivery of this Amendment and the transactions
contemplated hereby, including the reasonable fees and out-of-pocket expenses
of counsel for Lessor with respect thereto.
8. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE
STATE OF NEW YORK.
9. EXECUTION IN COUNTERPARTS. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.
10. 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.
<PAGE>
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,
a New York corporation,
as Agent for itself and certain Participants
By: /s/ James R. Newman
-------------------------
Name: James R. Newman
Title: Credit Manager
CARLISLE PLASTICS, INC.
By: /s/ Cheryl J. Sauter
-------------------------
Name: Cheryl J. Sauter
Title: Treasurer
EXHIBIT 10.14(a)
AMENDMENT NO. 3 TO EQUIPMENT SUBLEASE AGREEMENT
This Amendment No. 3 to Equipment Sublease Agreement (this
"Amendment") is dated as of June 14, 1995, between Carlisle Plastics, Inc.,
("Sublessor") and American Western Corporation ("Sublessee").
RECITALS
--------
A. Sublessee and Sublessor are parties to an Equipment Sublease
Agreement dated as of April 4, 1994 (as amended to date, the "Sublease").
Unless otherwise defined herein, capitalized terms shall have the meanings
assigned to such terms in the Sublease.
B. Sublessee and Sublessor have agreed to amend the Maximum
Capital Expenditure covenant and the address for delivery of notices to
Sublessor in the Sublease 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 Sublease 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 Sublessor set forth on
the signature page of the Lease is 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 Sublessee and Sublessor of executed counterparts of this Amendment
or of telecopied confirmation of the execution and mailing of this Amendment.
<PAGE>
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.
4. Ratification. Except as expressly amended hereby, all of the
representations, warranties, provisions, covenants, terms and conditions of
the Sublease shall remain unaltered and in full force and effect as amended
hereby.
IN WITNESS WHEREOF, Sublessee and Sublessor have caused this
Amendment to be duly executed as of the day and year first set forth above.
CARLISLE PLASTICS, INC.
By: /s/ Cheryl J. Sauter
-------------------------
Name: Cheryl J. Sauter
Title: Treasurer
AMERICAN WESTERN CORPORATION
By: /s/ Cheryl J. Sauter
-------------------------
Name: Cheryl J. Sauter
Title: Treasurer
EXHIBIT 10.14(b)
AMENDMENT NO. 3 TO EQUIPMENT SUBLEASE AGREEMENT
This Amendment No. 3 to Equipment Sublease Agreement (this
"Amendment") is dated as of June 14, 1995, between Carlisle Plastics, Inc.,
("Sublessor") and Rhino-X Industries, Inc. ("Sublessee").
RECITALS
--------
A. Sublessee and Sublessor are parties to an Equipment Sublease
Agreement dated as of April 4, 1994 (as amended to date, the "Sublease").
Unless otherwise defined herein, capitalized terms shall have the meanings
assigned to such terms in the Sublease.
B. Sublessee and Sublessor have agreed to amend the Maximum
Capital Expenditure covenant and the address for delivery of notices to
Sublessor in the Sublease 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 Sublease 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 Sublessor set forth on
the signature page of the Lease is 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 Sublessee and Sublessor of executed counterparts of this Amendment
or of telecopied confirmation of the execution and mailing of this Amendment.
<PAGE>
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.
4. Ratification. Except as expressly amended hereby, all of the
representations, warranties, provisions, covenants, terms and conditions of
the Sublease shall remain unaltered and in full force and effect as amended
hereby.
IN WITNESS WHEREOF, Sublessee and Sublessor have caused this
Amendment to be duly executed as of the day and year first set forth above.
CARLISLE PLASTICS, INC.
By: /s/ Cheryl J. Sauter
-------------------------
Name: Cheryl J. Sauter
Title: Treasurer
RHINO-X INDUSTRIES, INC.
By: /s/ Cheryl J. Sauter
-------------------------
Name: Cheryl J. Sauter
Title: Treasurer
EXHIBIT 10.14(c)
AMENDMENT NO. 4 TO EQUIPMENT SUBLEASE AGREEMENT
(AWC)
This Amendment No. 4 to Equipment Sublease Agreement (this
"Amendment") executed as of November 13, 1995 and effective as of September 30,
1995 is by and between Carlisle Plastics, Inc., a Delaware corporation
("Sublessor"), and American Western Corporation, a Delaware corporation
("Sublessee").
RECITALS
--------
A. General Electric Capital Corporation, as Agent for itself and
certain Participants ("Lessor"), and Sublessor are parties to that certain
Equipment Lease Agreement dated as of April 4, 1994, as amended by that certain
First Amendment to Equipment Lease Agreement dated as of August 17, 1994, that
certain Amendment No. 2 to Equipment Lease Agreement dated as of October 25,
1994, that certain Amendment No. 3 to Equipment Lease Agreement dated as of
June 14, 1995 and that certain Amendment No. 4 to Equipment Lease Agreement
executed as of November 13, 1995 and effective as of September 30, 1995 (as the
same may be amended, restated, supplemented or otherwise modified and in effect
from time to time, the "Lease") whereby Lessor agreed to lease to Sublessor,
and Sublessor agreed to lease from Lessor, the equipment described in Equipment
Schedule No. 1 thereto (as the same may be amended, restated, supplemented or
otherwise modified and in effect from time to time, the "Lease Equipment
Schedule");
B. Sublessor and Sublessee are parties to that certain Equipment
Sublease Agreement dated as of April 4, 1994, as amended by that certain First
Amendment to Equipment Sublease Agreement dated as of August 17, 1994, that
certain Amendment No. 2 to Equipment Sublease Agreement dated as of October 25,
1994 and that certain Amendment No. 3 to Equipment Sublease Agreement dated as
of June 14, 1995 (as the same may be amended, restated, supplemented or
otherwise modified and in effect from time to time, the "Sublease") whereby
Sublessor agreed to lease to Sublessee, and Sublessee agreed to lease from
Sublessor, certain items of equipment described on Exhibit A thereto (the
"Sublease Equipment"), which Sublease Equipment was comprised of equipment
leased by Sublessor from Sublessee pursuant to the Lease;
<PAGE>
C. Lessor and Sublessor are parties to that certain Consent to
Sublease dated April 4, 1994 (as the same may be amended, restated,
supplemented or otherwise modified and in effect from time to time, the
"Consent") pursuant to which Lessor consented to the sublease of the Sublease
Equipment by Sublessor to Sublessee;
D. In order to change certain financial covenants Sublessee and
Sublessor have agreed to further amend the Lease in the manner set forth
herein.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. DEFINED TERMS. Capitalized terms used herein and not otherwise
defined shall have their meaning as defined in Exhibit B to the Sublease.
2. AMENDMENT TO SECTION (b) OF EXHIBIT G-1 TO THE SUBLEASE.
Exhibit G-1 to the Sublease is hereby amended by deleting in its entirety
clause (b) thereof and by substituting therefor the following:
"(b) Minimum Net Worth. Lessee and its subsidiaries on a
Consolidated basis shall have, as at each of the dates set forth below
(and shall maintain at all times during the period from and including such
date through but excluding the next date immediately succeeding such
date), Net Worth equal to or greater than the amount set forth opposite
such date:
<TABLE>
<CAPTION>
DATE MINIMUM NET WORTH
---- -----------------
<S> <C>
June 30, 1994 The higher of $66,000,000 or
Equity as of April 30, 1994
September 30, 1994 The higher of $66,000,000 or
Equity as of April 30, 1994
December 31, 1994 $68,000,000
March 31, 1995 $69,400,000
June 30, 1995 $71,300,000
September 30, 1995 $70,000,000
December 31, 1995 $74,100,000
June 30, 1996 $76,000,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
December 31, 1996 $81,100,000
June 30, 1997 $85,800,000
December 31, 1997 $92,200,000
June 30, 1998 $95,600,000
December 31, 1998 $103,300,000"
</TABLE>
3. CONDITIONS TO EFFECTIVENESS. This Amendment shall not become
effective until the following conditions shall have been satisfied in full,
in Lessor's sole discretion:
(a) Lessor 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 Sublessor and Sublessee made pursuant to Section 4 hereof
shall be true, accurate and complete in all respects.
4. REPRESENTATIONS AND WARRANTIES OF SUBLESSOR AND SUBLESSEE.
Sublessor and Sublessee make 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 Potential Default has
occurred and is continuing under the Sublease or the Lease and, after
giving effect to this Amendment and the transactions contemplated
hereby, no Default or Potential Default shall have occurred and be
continuing under the Sublease or the Lease;
(b) as of the date hereof and after giving effect to this
Amendment and the transactions contemplated hereby, the representations
and warranties of Sublessor and Sublessee contained in the Lease 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 Sublessor and
Sublessee 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
<PAGE>
are within its corporate power and have been duly authorized by all
necessary corporate action on the part of such Person (including, without
limitation, resolutions 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.
5. REFERENCE TO AND EFFECT ON THE LEASE.
5.1 This Amendment shall be effective upon (i) the receipt
by Lessor of executed counterparts hereof or of telecopied confirmation
of the execution and mailing of this Amendment, and the satisfaction,
in the opinion of Sublessee, of all conditions to the termination
contained or referred to herein. On or after the effective date hereof,
each reference in the Sublease to "this Sublease," "hereunder," "hereof,"
"herein," or words of like import and each reference to the Sublease in
each document executed in connection therewith shall mean and be a
reference to the Sublease as amended hereby.
5.2 All of the terms, conditions and covenants of the
Sublease and the other documents executed in connection therewith shall
remain unaltered and in full force and effect and shall be binding upon
Sublessee in all respects and are hereby ratified and confirmed.
5.3 Except as specifically amended hereby, the execution,
delivery and effectiveness of this Amendment shall not operate as a
waiver of (a) any right, power or remedy of Lessor under the Lease or the
Sublease or any of the documents executed in connection therewith, or (b)
any Default or Potential Default under the Lease or the Sublease.
6. COSTS AND EXPENSES. Sublessor agrees to pay on demand all
reasonable and documented costs and expenses of Lessor in connection with the
preparation, execution and delivery of this Amendment and the transactions
contemplated hereby, including the reasonable fees and out-of-pocket expenses
of counsel for Lessor with respect thereto.
7. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK.
<PAGE>
8. EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
9. RATIFICATION. Except as expressly amended hereby, all of the
representations, warranties, provisions, covenants, terms and conditions of the
Sublease and the Lease shall remain unaltered and in full force and effect as
amended hereby.
IN WITNESS WHEREOF, Sublessor and Sublessee have caused this
Amendment to be duly executed. This Amendment is executed as of November 13,
1995 but shall be deemed effective as of September 30, 1995.
CARLISLE PLASTICS, INC.,
a Delaware corporation,
By: /s/ Patrick J. O'Leary
-------------------------
Name: Patrick J. O'Leary
Title: Chief Financial Officer
AMERICAN WESTERN CORPORATION,
a Delaware corporation
By: /s/ Patrick J. O'Leary
-------------------------
Name: Patrick J. O'Leary
Title: Vice President, Secretary and Chief Financial Officer
EXHIBIT 10.14(d)
AMENDMENT NO. 4 TO EQUIPMENT SUBLEASE AGREEMENT (RHINO-X)
This Amendment No. 4 to Equipment Sublease Agreement (this "Amendment")
executed as of November 13, 1995 and effective as of September 30, 1995 is by
and between Carlisle Plastics, Inc., a Delaware corporation ("Sublessor"), and
Rhino-X Industries, Inc., a Delaware corporation ("Sublessee").
RECITALS
--------
A. General Electric Capital Corporation, as Agent for itself and
certain Participants ("Lessor"), and Sublessor are parties to that certain
Equipment Lease Agreement dated as of April 4, 1994, as amended by that certain
First Amendment to Equipment Lease Agreement dated as of August 17, 1994, that
certain Amendment No. 2 to Equipment Lease Agreement dated as of October 25,
1994, that certain Amendment No. 3 to Equipment Lease Agreement dated as of
June 14, 1995 and that certain Amendment No. 4 to Equipment Lease Agreement
executed as of November 13, 1995 and effective as of September 30, 1995 (as the
same may be amended, restated, supplemented or otherwise modified and in effect
from time to time, the "Lease") whereby Lessor agreed to lease to Sublessor,
and Sublessor agreed to lease from Lessor, the equipment described in Equipment
Schedule No. 1 thereto (as the same may be amended, restated, supplemented or
otherwise modified and in effect from time to time, the "Lease Equipment
Schedule");
B. Sublessor and Sublessee are parties to that certain Equipment
Sublease Agreement dated as of April 4, 1994, as amended by that certain First
Amendment to Equipment Sublease Agreement dated as of May 23, 1994, that
certain Second Amendment to Equipment Sublease Agreement dated as of August 17,
1994, that certain Amendment No. 2 to Equipment Sublease Agreement dated as of
October 25, 1994 and that certain Amendment No. 3 to Equipment Sublease
Agreement dated as of June 14, 1995 (as the same may be amended, restated,
supplemented or otherwise modified and in effect from time to time, the
"Sublease") whereby Sublessor agreed to lease to Sublessee, and Sublessee
agreed to lease from Sublessor, certain items of equipment described on Exhibit
A thereto (the "Sublease Equipment"), which Sublease Equipment was comprised of
equipment leased by Sublessor from Sublessee pursuant to the Lease;
C. Lessor and Sublessor are parties to that certain Consent to
Sublease dated April 4, 1994 (as the same may be amended, restated,
supplemented or otherwise modified and in effect from time to time, the
<PAGE>
"Consent") pursuant to which Lessor consented to the sublease of the Sublease
Equipment by Sublessor to Sublessee;
D. In order to change certain financial covenants Sublessee and
Sublessor have agreed to further amend the Lease in the manner set forth herein.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. DEFINED TERMS. Capitalized terms used herein and not otherwise
defined shall have their meaning as defined in Exhibit B to the Sublease.
2. AMENDMENT TO SECTION (b) OF EXHIBIT G-1 TO THE SUBLEASE. Exhibit
G-1 to the Sublease is hereby amended by deleting in its entirety clause (b)
thereof and by substituting therefor the following:
"(b) MINIMUM NET WORTH. Lessee and its subsidiaries on a
Consolidated basis shall have, as at each of the dates set forth below
(and shall maintain at all times during the period from and including such
date through but excluding the next date immediately succeeding such
date), Net Worth equal to or greater than the amount set forth opposite
such date:
<TABLE>
<CAPTION>
DATE MINIMUM NET WORTH
---- -----------------
<S> <C>
June 30, 1994 The higher of $66,000,000 or
Equity as of April 30, 1994
September 30, 1994 The higher of $66,000,000 or
Equity as of April 30, 1994
December 31, 1994 $68,000,000
March 31, 1995 $69,400,000
June 30, 1995 $71,300,000
September 30, 1995 $70,000,000
December 31, 1995 $74,100,000
June 30, 1996 $76,000,000
December 31, 1996 $81,100,000
</TABLE>
<PAGE>
<TABLE>
<S> <C>
June 30, 1997 $85,800,000
December 31, 1997 $92,200,000
June 30, 1998 $95,600,000
December 31, 1998 $103,300,000"
</TABLE>
3. CONDITIONS TO EFFECTIVENESS. This Amendment shall not
become effective until the following conditions shall have been satisfied
in full, in Lessor's sole discretion:
(a) Lessor 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 Sublessor and Sublessee made pursuant to Section 4 hereof
shall be true, accurate and complete in all respects.
4. REPRESENTATIONS AND WARRANTIES OF SUBLESSOR AND SUBLESSEE.
Sublessor and Sublessee make 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 Potential Default has
occurred and is continuing under the Sublease or the Lease and, after
giving effect to this Amendment and the transactions contemplated hereby,
no Default or Potential Default shall have occurred and be continuing
under the Sublease or the Lease;
(b) as of the date hereof and after giving effect to this Amendment
and the transactions contemplated hereby, the representations and
warranties of Sublessor and Sublessee contained in the Lease 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 Sublessor and
Sublessee 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,
<PAGE>
resolutions 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.
5. REFERENCE TO AND EFFECT ON THE LEASE.
5.1 This Amendment shall be effective upon (i) the receipt by
Lessor of executed counterparts hereof or of telecopied confirmation of
the execution and mailing of this Amendment, and the satisfaction, in the
opinion of Sublessee, of all conditions to the termination contained or
referred to herein. On or after the effective date hereof, each reference
in the Sublease to "this Sublease," "hereunder," "hereof," "herein," or
words of like import and each reference to the Sublease in each document
executed in connection therewith shall mean and be a reference to the
Sublease as amended hereby.
5.2 All of the terms, conditions and covenants of the Sublease
and the other documents executed in connection therewith shall remain
unaltered and in full force and effect and shall be binding upon Sublessee
in all respects and are hereby ratified and confirmed.
5.3 Except as specifically amended hereby, the execution,
delivery and effectiveness of this Amendment shall not operate as a waiver
of (a) any right, power or remedy of Lessor under the Lease or the
Sublease or any of the documents executed in connection therewith, or
(b) any Default or Potential Default under the Lease or the Sublease.
6. COSTS AND EXPENSES. Sublessor agrees to pay on demand all
reasonable and documented costs and expenses of Lessor in connection with the
preparation, execution and delivery of this Amendment and the transactions
contemplated hereby, including the reasonable fees and out-of-pocket expenses
of counsel for Lessor with respect thereto.
7. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK.
8. EXECUTION IN COUNTERPARTS. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
<PAGE>
9. RATIFICATION. Except as expressly amended hereby, all of the
representations, warranties, provisions, covenants, terms and conditions of
the Sublease and the Lease shall remain unaltered and in full force and effect
as amended hereby.
IN WITNESS WHEREOF, Sublessor and Sublessee have caused this
Amendment to be duly executed. This Amendment is executed as of November 13,
1995 but shall be deemed effective as of September 30, 1995.
CARLISLE PLASTICS, INC.,
a Delaware corporation,
By: /s/ Patrick J. O'Leary
-------------------------
Name: Patrick J. O'Leary
Title: Chief Financial Officer
RHINO-X INDUSTRIES, INC.,
a Delaware corporation
By: /s/ Patrick J. O'Leary
-------------------------
Name: Patrick J. O'Leary
Title: Vice President, Secretary and Chief Financial Officer
EXHIBIT 10.18
AMENDMENT NO. 3
TO
RECEIVABLES FUNDING AND SERVICING AGREEMENT
This AMENDMENT NO. 3, executed as of November 13, 1995 and effective
as of September 30, 1995 ("Amendment No. 3") 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 and by Amendment No. 2 thereto dated as of
June 14, 1995 (the "Original Funding Agreement"), is 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. 3. 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.
<PAGE>
(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 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. 3. 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. 3 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.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto have caused this
Amendment No. 3 to be duly executed and delivered by its proper and duly
authorized officer. This Amendment No. 3 is executed as of November 13, 1995
but shall be deemed effective as of September 30, 1995.
CARLISLE PLASTICS FUNDING CORPORATION,
as Borrower
By: /s/ Patrick J. O'Leary
-------------------------
Name: Patrick J. O'Leary
Title: Chief Financial Officer
REDWOOD RECEIVABLES CORPORATION,
as Lender
By: /s/ Catharine L. Midkiff
-------------------------
Name: Catharine L. Midkiff
Title: Assistant Secretary
CARLISLE PLASTICS, INC.,
as Servicer
By: /s/ Patrick J. O'Leary
-------------------------
Name: Patrick J. O'Leary
Title: Chief Financial Officer
GENERAL ELECTRIC CAPITAL CORPORATION,
as Operating Agent and Collateral Agent
By: /s/ Thomas E. Johnstone
-------------------------
Name: Thomas E. Johnstone
Title: Vice President - Commercial Finance
<PAGE>
EXHIBIT TO
AMENDMENT NO. 3 TO RECEIVABLES
FUNDING AND SERVICING AGREEMENT
Schedule 9 of the Original Funding Agreement is amended by deleting
subparagraph (b) of Paragraph 1 of said Schedule 9 in its entirety and
substituting therefor the following:
(b) MINIMUM NET WORTH. The Servicer and its Subsidiaries on a
consolidated basis shall have, as at each of the dates set forth below (and
shall maintain at all times during the period from and including such date
through but excluding the next date immediately succeeding such date), Net
Worth equal to or greater than the amount set forth opposite such date:
<TABLE>
<CAPTION>
DATE MINIMUM NET WORTH
---- -----------------
<S> <C>
June 30, 1994 The higher of $66,000,000 or
Equity as of April 30, 1994
September 30, 1994 The higher of $66,000,000 or
Equity as of April 30, 1994
December 31, 1994 $68,000,000
March 31, 1995 $69,400,000
June 30, 1995 $71,300,000
September 30, 1995 $70,000,000
December 31, 1995 $74,100,000
June 30, 1996 $76,000,000
December 31, 1996 $81,100,000
</TABLE>
* * * *
EXHIBIT 11
<TABLE>
COMPUTATION OF PER SHARE EARNINGS
(In thousands, except share and per share amounts)
<CAPTION>
Year Ended December 31,
------------------------------------
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
INCOME:
Income (loss) before provision for
income taxes, extraordinary item
and cumulative effect of
change in accounting principle $ (38,739) $ 5,347 $ 9,291
Income tax provision (benefit) (12,646) 2,348 3,459
---------- ---------- ----------
Income (loss) before extraordinary
item and cumulative effect of
change in accounting principle $ (26,093) $ 2,999 $ 5,832
Extraordinary item -- (2,462) (234)
Cumulative effect of change in
accounting principle -- -- 1,586
---------- ---------- ----------
Net income (loss) $ (26,093) $ 537 $ 7,184
========== ========== ==========
SHARES:
Weighted average number of common
shares outstanding 17,731,041 17,691,971 17,616,901
Common share equivalents
from the assumed exercise
of stock options (1) -- 3,030 120,421
---------- ---------- ----------
17,731,041 17,695,001 17,737,322
========== ========== ==========
EARNINGS PER SHARE:
Income (loss) before extraordinary
item and change in
accounting principle $ (1.47) $ .17 $ .33
accounting principle
Extraordinary item -- (.14) (.01)
Change in accounting principle -- -- .09
---------- ---------- ----------
Net income (loss) $ (1.47) $ .03 $ .41
========== ========== ==========
<FN>
- ---------------
(1) Common share equivalents are computed by the "treasury stock" method.
Share amounts represent the dilutive effect of outstanding stock options
which have an option price below the closing market price for the period
presented.
</TABLE>
EXHIBIT 21
<TABLE>
SUBSIDIARIES
SUBSIDIARIES OF CARLISLE PLASTICS, INC.
<CAPTION>
Name Jurisdiction of Incorporation
-------- -----------------------------
<S> <C>
American Western Corporation Delaware
Rhino-X Industries, Inc. Delaware
Carlisle Plastics Funding Corporation Delaware
A&E Products (Far East) Ltd. Hong Kong
A&E -- Korea, Ltd. Delaware
A & E Philippines Philippines
Carlisle Costa Rica S.A. Costa Rica
Carlisle Plastics Europe S.A. Greece
Carlisle Recycling de Mexico, S.A. de C.V. Mexico
Plasticos Bajacal S.A. de C.V. Mexico
</TABLE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
33-47006, 33-64890 and 33-65000 of Carlisle Plastics, Inc. on Form S-8 and
Registration Statement No. 33-56825 on Form S-4 of our report dated
February 16, 1996, appearing in this Annual Report on Form 10-K of Carlisle
Plastics, Inc. for the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
Phoenix, Arizona
March 15, 1996
[ARTICLE] 5
[MULTIPLIER] 1,000
[CURRENCY] U.S. DOLLARS
<TABLE>
<S> <C>
[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
[PREFERRED-MANDATORY] 0
[PREFERRED] 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)
[EPS-DILUTED] (1.47)
</TABLE>
