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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required]
For the fiscal year ended June 30, 1996
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or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required]
For the transition period from_________________________to__________________
Commission file Number 1-11806
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Ethan Allen Interiors Inc.; Ethan Allen Inc.; Ethan Allen Finance Corporation;
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Ethan Allen Manufacturing Corporation
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(Exact name of registrant as specified in its charter)
Delaware 06-1275288
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Ethan Allen Drive, Danbury, CT 06811
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 743-8000
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Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class On Which Registered
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Common Stock, $.01 par value New York Stock Exchange, Inc.
8-3/4% Senior Notes due 2001 New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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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.
[x]Yes [ ]No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of Common Stock, par value $.01 per share
held by non-affiliates (based upon the closing sale price on the New York
Stock Exchange) on August 28, 1996 was approximately $386,208,128. As of
August 28, 1996, there were 14,370,535 shares of Common Stock, par value
$.01 outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The definitive Proxy Statement for the 1996 Annual Shareholders Meeting
is incorporated by reference into Part III hereof.
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Item 14(a)(3) to the Form 10-K, filed on September 27, 1996, is hereby
amended to read in its entirety as follows:
PART IV
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Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
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(a) Listing of Documents
(3) The following Exhibits are filed as part of this report on Form
10-K:
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<CAPTION>
Exhibit
Number Exhibit
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<S> <C>
*2(a) Agreement and Plan of Merger, dated May 20, 1989 among the
Company, Green Mountain Acquisition Corporation ("Merger
Sub"), INTERCO Incorporated, Interco Subsidiary, Inc. and
Ethan Allen
*2(b) Restructuring Agreement, dated as March 1, 1991, among
Green Mountain Holding Corporation, Ethan Allen, Chemical
Bank, General Electric Capital Corporation, Smith Barney
Inc. and the stockholder's name on the signature page
thereof
*3(a) Restated Certificate of Incorporation for Green Mountain
Holding Corporation
*3(b) Restated and Amended By-Laws of Green Mountain Holding
Corporation
*3(c) Restated Certificate of Incorporation of the Company
*3(d) Amended and Restated By-laws of the Company
*3(e) Certificate of Designation relating to the New Convertible
Preferred Stock
*3(f) Certificate of Incorporation of Ethan Allen Finance
Corporation
*3(g) By-Laws of Ethan Allen Finance Corporation
*3(h) Certificate of Incorporation of Ethan Allen Manufacturing
Corporation
*3(i) By-Laws of Ethan Allen Manufacturing Corporation
*4(a) First Amendment to Management Non-Qualified Stock Option
Plan
*4(b) Second Amendment to Management Non-Qualified Stock Option
Plan
*4(c) 1992 Stock Option Plan
*4(d) Management Letter Agreement among the Management Investors
and the Company
*4(e) Management Warrant, issued by the Company to members of the
Management of Ethan Allen<PAGE>
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*4(f) Form of Dealer Letter Agreement among Dealer Investors and
the Company
*4(g) Form of Kathwari Warrant, dated June 28, 1989
*4(j) Form of Indenture relating to the Senior Notes
*4(j)-1 First Supplemental Indenture dated as of March 23, 1995
between Ethan Allen and the First National Bank of Boston for
$75,000,000 8-3/4% Senior Notes due 2007
*4(k) Credit Agreement among the Company, Ethan Allen and Bankers
Trust Company
*4(k)-1 Amended Credit Agreement among the Company, Ethan Allen and
Bankers Trust Company
*4(k)-2 110,000,000 Senior Secured Revolving Credit Facility dated
March 10, 1995 between Ethan Allen and Chase Manhattan Bank
*4(l) Catawba County Industrial Facilities Revenue Bond
*4(l)-1 Trust Indenture dated as of October 1, 1994 securing
$4,600,000 Industrial Development Revenue Refunding Bonds,
Ethan Allen Inc. Series 1994 of the Catawba County
Industrial Facilities and Pollution Control Financing Authority
*4(m) Lease for 2700 Sepulveda Boulevard, Torrance, California
*4(n) Amended and Restated Warrant Agreement, dated March 1,
1991, among Green Mountain Holding Corporation and First
Trust National Association
*4(o) Exchange Notes Warrant Transfer Agreement
*4(p) Warrant (Earned) to purchase shares of the Company's Common
Stock dated March 24, 1993
*4(q) Warrant (Earned-In) to purchase shares of the Company's
Common Stock, dated March 23, 1993
*4(r) Recapitalization Agreement among the Company, General
Electric Capital Corporation, Smith Barney Inc., Chemical
Fund Investments, Inc., Legend Capital Group, Inc., Legend
Capital International Ltd., Castle Harlan, Inc., M. Farooq
Kathwari, the Ethan Allen Retirement Program and other
stockholders named on the signature pages thereto, dated as
of March 24, 1993
*4(s) Preferred Stock and Common Stock Subscription Agreement,
dated March 24, 1993, among the Company, General Electric
Capital Corporation, and Smith Barney Inc.
*10(b) Employment Agreement, dated June 29, 1989, among Mr.
Kathwari, the Company and Ethan Allen
*10(c) Employment Agreement dated July 27, 1994 among Mr.
Kathwari, the Company and Ethan Allen
*10(d) Restated Directors Indemnification Agreement, dated March
1993, among the Company and Ethan Allen and their Directors
*10(e) Registration Rights Agreement, dated March 1993, by and
among Ethan Allen, General Electric Capital Corporation and
Smith Barney Inc.
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*10(f) Form of management Bonus Plan, dated October 30, 1991
*10(g) Ethan Allen Profit Sharing and 401(k) Retirement Plan
*10(h) General Electric Capital Corporation Credit Card Agreement
11 Statement Regarding Computation of Per Share Earnings
*21 List of wholly-owned subsidiaries of the Company
*23(a) Consent of KPMG Peat Marwick LLP.
27 Financial Data Schedule
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* Incorporated by reference to the exhibits filed with the
Registration Statement on Form S-1 of the Company and Ethan Allen
Inc. filed with the Securities and Exchange Commission on March 16,
1993 (Commission File No. 33-57216) and the exhibits filed with the
Annual Report on Form 10-K of the Company and Ethan Allen Inc.
filed with the Securities and Exchange Commission of September 24,
1993 (Commission File No. 1-11806) and the Registration Statement
on Form S-3 of the Company, Ethan Allen, Ethan Allen Manufacturing
Corporation, Ethan Allen Finance Corporation and Andover Wood
Products Inc. filed with the Securities and Exchange Commission on
October 23, 1994 (Commission File No. 33-85578-01) and all
supplements thereto.
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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.
ETHAN ALLEN INTERIORS INC.
(Registrant)
By /s/ M. Farooq Kathwari
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Chairman, Chief Executive Officer
and Director
ETHAN ALLEN INC.
(Registrant)
By /s/ M. Farooq Kathwari
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Chairman, Chief Executive Officer
and Director
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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 date indicated.
/s/ M. Farooq Kathwari Chairman, Chief Executive
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(M. Farooq Kathwari)
/s/ Clinton A. Clark Director
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(Clinton A. Clark)
/s/ Kristin Gamble Director
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(Kristin Gamble)
/s/ Steven A. Galef Director
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(Steven A. Galef)
/s/ Horace McDonell Director
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(Horace McDonell)
/s/ Edward H. Meyer Director
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(Edward H. Meyer)
/s/ William W. Sprague Director
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(William W. Sprague)
/s/ Edward P. Schade Vice President &
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(Edward P. Schade)
/s/ Gerardo Burdo Corporate Controller
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(Gerardo Burdo)
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE 1996 CONSOLIDATED FINANCIAL STATEMENTS OF ETHAN ALLEN INTERIORS,
INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> JUN-30-1996
<CASH> 9,078
<SECURITIES> 0
<RECEIVABLES> 33,984<F4>
<ALLOWANCES> 0
<INVENTORY> 107,224
<CURRENT-ASSETS> 168,282<F5>
<PP&E> 238,979
<DEPRECIATION> 79,345
<TOTAL-ASSETS> 395,981<F6>
<CURRENT-LIABILITIES> 59,135<F7>
<BONDS> 82,681<F8>
0
0<F9>
<COMMON> 146<F10>
<OTHER-SE> 220,147<F11>
<TOTAL-LIABILITY-AND-EQUITY> 220,293
<SALES> 509,776
<TOTAL-REVENUES> 509,776<F12>
<CGS> 304,650
<TOTAL-COSTS> 304,650
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,616<F13>
<INCOME-PRETAX> 46,990
<INCOME-TAX> 18,845
<INCOME-CONTINUING> 28,145
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 28,145
<EPS-PRIMARY> 1.93<F14>
<EPS-DILUTED> 1.93<F15>
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<FN>
<F4>Figure for receivables is net of allowances for doubtful
accounts of $2,564.
<F5>Includes prepaid expenses of $7,377.
<F6>Includes goodwill of $9,373 (net of amortization).
<F7>Includes current portion of long-term debt of $2,498 as of June 30, 1996.
<F8>Includes long-term debt of $79,929 (net of the current portion of long-
term debt) and capitalized leases of $2,752 (net of the current portion of
capitalized leases). As of June 30, 1996 outstanding long-term debt of Ethan
Allen on a consolidated basis consisted of (i) revolving credit facility of
$7,000, (ii) 8.75% senior notes of $62,000, (iii) 9.75% mortgage note of
$1,591 (net of current portion), (iv) industrial revenue bonds of $8,455 (net
of current portion) and (v) other of $883 (net of current portion). For a
description of the terms of Ethan Allen's long-term debt, see Footnote 8 to
Ethan Allen's fiscal 1996 Consolidated Financial Statements.
<F9>As of June 30, 1996, Ethan Allen had no shares of preferred stock
outstanding.
<F10>As of June 30, 1996, Ethan Allen had 14,568,731 shares of common stock,
$.01 par value per share, issued. For a description of Ethan Allen's common
stock as of June 30, 1996, see Ethan Allen's fiscal 1996 Consolidated
Statement of Stockholders' Equity and Footnote 10 of Ethan Allen's fiscal
1996 Consolidated Financial Statements.
<F11>Consists of $254,971 of additional paid in capital, $(29,402) of retained
earnings, ($51) of notes receivable from officers and employees and ($5,371)
of treasury stock.
<F12>In fiscal 1996, Ethan Allen's revenues were derived from sales generated
by its wholesale and retail operations.
<F13>Consists of $8,882 of interest expense and $734 of amortization of
deferred costs during fiscal 1996.
<F14>Earnings per share for fiscal 1996 were $1.93. For information on Ethan
Allen's earnings per share for fiscal 1996, see Ethan Allen's 1996
Consolidated Financial Statements.
<F15>Earnings per share on a fully diluted basis were $1.93.
</FN>
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