SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
Commission file numbers 33-75510-01; 1-12944
JPS AUTOMOTIVE L.P.
JPS AUTOMOTIVE PRODUCTS CORP.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3770905
Delaware 57-0993690
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
29 Stevens Street
Greenville, SC 29605
- ------------------------------- ----------------------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (864) 239-2320
Indicate by check mark whether the registrants (1) have 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
registrants were required to file such reports) and (2) have been subject to
such filing requirements for the past 90 days. YES X NO
--- ---
JPS Automotive Products Corp. meets the conditions set forth in General
Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with
the reduced disclosure format.
The number of shares outstanding of JPS Automotive Products Corp. common stock
as of May 1, 1996 was 100.
Page 1 of 16
Exhibit List on Page 13 of 16
<PAGE>
JPS AUTOMOTIVE L.P.
JPS AUTOMOTIVE PRODUCTS CORP.
INDEX
<TABLE>
<CAPTION>
Part I. Financial Information: Page
<S> <C>
Item 1. Financial Statements
JPS Automotive L.P.
Condensed Consolidated Statements of Operations
- Thirteen Week Periods Ended March 31, 1996 and April 2, 1995 3
Condensed Consolidated Balance Sheets as of March 31, 1996 and December 31, 1995 4
Condensed Consolidated Statements of Cash Flows
- Thirteen Week Periods Ended March 31, 1996 and April 2, 1995 5
Notes to Condensed Consolidated Financial Statements 6
JPS Automotive Products Corp.
Balance Sheets as of March 31, 1996 and December 31, 1995 8
Notes to Balance Sheets 9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 10
Part II. Other Information 13
Exhibit List 13
Signatures 16
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
13 Week Periods Ended
---------------------
March 31, April 2,
1996 1995
----------- -------
(thousands)
NET SALES $74,919 $87,624
COST OF GOODS SOLD 62,430 71,846
------- -------
GROSS PROFIT 12,489 15,778
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 5,367 5,670
------- -------
INCOME FROM OPERATIONS 7,122 10,108
INTEREST AND DEBT ISSUANCE EXPENSE 5,392 5,912
OTHER INCOME (EXPENSE), NET (7) 38
MINORITY INTEREST EXPENSE 302 185
-------- --------
INCOME BEFORE PROVISION FOR INCOME TAXES 1,421 4,049
PROVISION FOR INCOME TAXES 110 94
-------- --------
NET INCOME $ 1,311 $ 3,955
======= =======
The accompanying notes are an integral part of the condensed
consolidated financial statements.
3
<PAGE>
JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
March 31, December 31,
ASSETS 1996 1995
--------- ------------
CURRENT ASSETS: (thousands)
Cash and cash equivalents $ 3,624 $ 2,840
Accounts receivable, net 37,551 37,824
Inventories 24,823 24,148
Other current assets 4,751 3,837
-------- --------
Total current assets 70,749 68,649
PROPERTY, PLANT AND EQUIPMENT, NET 118,395 120,245
COST IN EXCESS OF ASSETS ACQUIRED, NET 160,637 161,687
DEBT ISSUANCE COSTS, NET 6,935 7,228
OTHER ASSETS 1,978 2,141
-------- --------
TOTAL ASSETS $358,694 $359,950
======== ========
LIABILITIES AND PARTNERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 2,297 $ 1,464
Accounts payable 11,186 12,327
Accounts payable to related parties 7,381 8,707
Accrued interest 5,890 1,400
Other accrued liabilities 12,960 14,228
-------- --------
Total current liabilities 39,714 38,126
-------- --------
LONG-TERM DEBT 200,006 204,463
-------- --------
OTHER LIABILITIES 3,999 3,999
-------- --------
MINORITY INTEREST 7,549 7,247
-------- --------
COMMITMENTS AND CONTINGENCIES - -
-------- --------
PARTNERS' EQUITY:
General partner 1,074 1,061
Limited partner 106,352 105,054
-------- --------
Total Partners' Equity 107,426 106,115
-------- --------
TOTAL LIABILITIES AND PARTNERS' EQUITY $358,694 $359,950
======== ========
The accompanying notes are an integral part of the condensed
consolidated financial statements.
4
<PAGE>
JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
<TABLE>
<CAPTION>
13 Week Periods Ended
--------------------------
March 31, April 2,
1996 1995
-------- --------
(thousands)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 1,311 $ 3,955
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 3,904 3,543
Amortization of debt issuance costs 294 271
Other operating activities 28 1
Changes in operating assets and liabilities,
net of acquisitions 545 (6,899)
------- -------
Net cash provided by operating activities 6,082 871
------- -------
INVESTING ACTIVITIES:
Capital expenditures (1,674) (2,098)
Acquisitions, net of cash acquired - (1,140)
------- -------
Net cash used for investing activities (1,674) (3,238)
------- -------
FINANCING ACTIVITIES:
Proceeds from (repayments of) revolving loans (3,466) 296
Repayment of long-term debt (158) (230)
-------- -------
Net cash provided by (used for) financing activities (3,624) 66
------- -------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 784 (2,301)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 2,840 8,272
------- -------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 3,624 $ 5,971
======= =======
</TABLE>
The accompanying notes are an integral part of the condensed
consolidated financial statements.
5
<PAGE>
JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The condensed consolidated balance sheet as of December 31, 1995 has been
condensed from the audited balance sheet at that date. The condensed
consolidated balance sheet as of March 31, 1996 and the condensed consolidated
statements of operations and cash flows for the thirteen week periods ended
March 31, 1996 and April 2, 1995 have been prepared by JPS Automotive L.P. and
subsidiaries ("JPS Automotive") and have not been audited by JPS Automotive's
independent accountants. In the opinion of management of JPS Automotive, all
adjustments considered necessary for a fair presentation of the consolidated
financial position, results of operations and cash flows for those periods have
been included.
In October 1995, the Board of Directors of Foamex International Inc. ("Foamex
International") approved a plan to evaluate the potential reduction of long-term
debt with substantially all of the proceeds from the possible sale of the
automotive carpet, trim and/or textile businesses of JPS Automotive (which
together comprise substantially all of the assets of JPS Automotive). Foamex
International is continuing to evaluate the possible sale of these businesses;
however, no definitive commitment has been reached. There can be no assurance
that Foamex International will be able to successfully sell these businesses or
as to the price or terms of any sale. The consolidated financial statements of
JPS Automotive do not include any adjustments that might result from any sale.
Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted in accordance with the rules and regulations of
the Securities and Exchange Commission. These condensed consolidated financial
statements should be read in conjunction with JPS Automotive's 1995 consolidated
financial statements and notes thereto as set forth in JPS Automotive's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995.
2. INVENTORIES
The components of inventories consist of:
March 31, December 31,
1996 1995
----------- ------------
(thousands)
Raw materials and supplies $ 6,642 $ 7,168
Work-in-process 10,465 10,303
Finished goods 7,716 6,677
------- -------
Total $24,823 $24,148
======= =======
3. RELATED PARTY TRANSACTIONS
JPS Automotive has a supply agreement (the "Supply Agreement") with Foamex
International Inc. ("Foamex International"). Pursuant to the terms of the Supply
Agreement, at the option of JPS Automotive, Foamex International will purchase
certain raw materials which are necessary for the manufacture of JPS
Automotive's products, and resell such raw materials to JPS Automotive at a
price equal to net cost plus reasonable out of pocket expenses. Management
believes that the terms of the Supply Agreement are no less favorable to JPS
Automotive than those that could be obtained from an unaffiliated third party.
During the thirteen week periods ended March 31, 1996 and April 2, 1995, JPS
Automotive purchased approximately $22.4 million and $23.0 million,
respectively, of raw materials under the Supply Agreement. As of March 31, 1996
and December 31, 1995, JPS Automotive had accounts payable to Foamex
6
<PAGE>
JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
3. RELATED PARTY TRANSACTIONS (continued)
International of approximately $7.4 million and $8.7 million, respectively,
associated with the Supply Agreement.
4. ENVIRONMENTAL MATTERS
JPS Automotive is subject to various federal, state and local environmental
laws and regulations governing, among other things, the discharge, storage,
handling and disposal of a variety of hazardous and non-hazardous substances and
wastes. JPS Automotive believes it is in substantial compliance with all
existing laws and regulations and has obtained or applied for the necessary
permits to conduct its business. To date, compliance with applicable
environmental laws has not had and, in conjunction with the indemnifications
from JPS Textile Group, Inc. ("JPS Textile") relating to the asset purchase
agreement associated with the acquisition of JPS Automotive, is not expected to
have a material adverse effect on JPS Automotive's financial position. Pursuant
to the terms of this asset purchase agreement, JPS Textile has agreed to
indemnify JPS Automotive against certain environmental liabilities as follows:
(i) one-half of the first $1.0 million of cost in excess of $2.0 million and
(ii) all cost in excess of $3.0 million.
Although not named as a potential responsible party for any environmental
contaminated sites, JPS Automotive has accrued environmental costs at March 31,
1996 of $2.3 million, $0.3 million of which is included in current liabilities.
In addition, as of March 31, 1996, JPS Automotive has a receivable of $0.5
million for indemnification of environmental liabilities from JPS Textile, the
former owner of JPS Automotive, which is included in noncurrent assets. JPS
Automotive believes that realization of the receivable established for
indemnification is probable.
Although it is possible that new information or future events could require
JPS Automotive to reassess its potential exposure relating to all pending
environmental matters, management believes that, based upon all currently
available information, the resolution of such environmental matters will not
have a material adverse effect on JPS Automotive's results of operations,
financial position, capital expenditures or competitive position. The
possibility exists, however, that new environmental legislation and/or
environmental regulations may be adopted, or other environmental conditions may
be found to exist, that may require expenditures not currently anticipated which
may be material.
7
<PAGE>
JPS AUTOMOTIVE PRODUCTS CORP.
(A Wholly-Owned Subsidiary of JPS Automotive L.P.)
BALANCE SHEETS (unaudited)
March 31, December 31,
ASSETS 1996 1995
--------- ---------
(thousands)
CASH $ 1 $ 1
========= ---------
LIABILITIES AND STOCKHOLDER'S EQUITY
COMMITMENTS AND CONTINGENCIES $ - $ -
--------- ---------
STOCKHOLDER'S EQUITY
Common stock, par value $0.01 per share;
10,000,000 shares authorized,
100 shares issued and outstanding - -
Additional paid-in capital 1 1
--------- ---------
TOTAL STOCKHOLDER'S EQUITY $ 1 $ 1
========= =========
The accompanying notes are an integral part of the balance sheets.
8
<PAGE>
JPS AUTOMOTIVE PRODUCTS CORP.
NOTES TO BALANCE SHEETS (unaudited)
1. COMMITMENTS AND CONTINGENCIES
JPS Automotive Products Corp. is a joint obligor (and co-registrant) with
JPS Automotive L.P. of $180.0 million of 11 1/8% senior notes due 2001 and $10.0
million of term loan borrowings under a credit agreement.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
JPS Automotive L.P. and its subsidiaries ("JPS Automotive") manufacture and
supply textiles and specialty textile products for passenger car and light truck
production in North America. The following discussion should be read in
conjunction with the condensed consolidated financial statements and related
notes thereto of JPS Automotive included in this report.
In October 1995, the Board of Directors of Foamex International Inc.
("Foamex International") approved a plan to evaluate the potential reduction of
long-term debt with substantially all of the proceeds from the possible sale of
the automotive carpet, trim and/or textile businesses of JPS Automotive (which
together comprise substantially all of the assets of JPS Automotive). Foamex
International is continuing to evaluate the possible sale of these businesses;
however, no definitive commitment has been reached. There can be no assurance
that Foamex International will be able to successfully sell these businesses or
as to the price or terms of any sale. The consolidated financial statements of
JPS Automotive do not include any adjustments that might result from any sale.
JPS Automotive's customers are predominantly automotive original equipment
manufacturers or other automotive suppliers. As such, the sales of a substantial
portion of JPS Automotive's products are directly related to the overall level
of passenger car and light truck production in North America. The automotive
industry is cyclical in nature and is subject to changes in economic conditions.
Consequently, a continued reduction in consumer demand for vehicles will have a
continued adverse impact on JPS Automotive.
13 Week Period Ended March 31, 1996 Compared to 13 Week Period Ended
April 2, 1995
Consolidated Results of Operations
Net sales for 1996 were $74.9 million as compared to $87.6 million in 1995.
The $12.7 million or 14.5% decrease in net sales was primarily due to (i)
reduced production of automobile and light truck builds in 1996 as compared to
1995 and (ii) the General Motors Corp. parts supplier labor strike during the
first quarter of 1996 which is estimated to have decreased net sales by
approximately $4.0 million.
Gross profit as a percentage of net sales decreased to 16.7% for 1996 from
18.0% in 1995 primarily due to under utilization of manufacturing capacities as
a result of the reduced net sales volume.
Selling, general and administrative expenses decreased to $5.4 million for
1996 from $5.7 million in 1995; however, increased as a percentage of net sales
to 7.2% for 1996 from 6.5% in 1995. These changes were primarily due to the
reduction in net sales volume.
Interest and debt issuance expense decreased to $5.4 million for 1996 from
$5.9 million in 1995 primarily due to favorable results from the interest rate
swap agreement.
Net income decreased to $1.3 million for 1996 from $4.0 million in 1995
primarily due to the reasons cited above.
Liquidity and Capital Resources
JPS Automotive's operating cash requirements consist principally of working
capital requirements, scheduled payments of principal and interest on its
outstanding indebtedness and capital expenditures. JPS Automotive believes that
cash flow from operating activities, cash on hand and periodic borrowings under
the credit facilities, if necessary, will be adequate to meet operating cash
requirements. JPS Automotive's ability to meet its cash requirements could be
impaired if JPS Automotive were to fail to comply with any of the covenants
contained in the JPS Automotive credit agreement ("JPS Automotive Credit
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Agreement") and such noncompliance was not cured by JPS Automotive or waived by
the lenders. As of March 31, 1996, JPS Automotive was in compliance with the
covenants and expects to be in compliance for the foreseeable future.
Liquidity
Cash and cash equivalents increased $0.8 million during 1996 to $3.6
million at March 31, 1996 from $2.8 million at December 31, 1995 primarily due
to a reduction in the use of cash and cash equivalents by the operating assets
and liabilities offset by reduced operating results. Working capital increased
$0.5 million during 1996 to $31.0 million at March 31, 1996 from $30.5 million
at December 31, 1995.
Cash Flow from Operating Activities
Cash flow provided by operating activities was $6.1 million and $0.9
million for the 1996 and 1995 periods, respectively. Cash flow provided by
operating activities increased in 1996 as compared to 1995 primarily due to a
reduction in the use of cash and cash equivalents by the operating assets and
liabilities offset by reduced operating results.
Cash Flow from Investing Activities
During 1996, JPS Automotive spent approximately $1.7 million on capital
expenditures and expects to maintain spending for capital expenditures at this
level for the foreseeable future.
During the 1995 period, JPS Automotive made payments of approximately $1.1
million in partial settlement of certain matters contained in the asset purchase
agreement in connection with the acquisition of the assets of the automotive
products and industrial fabrics divisions of JPS Textile Group, Inc. ("JPS
Textile") in June 1994.
Cash Flow from Financing Activities
As of March 31, 1996, there were $0.9 million of revolving loan borrowings
outstanding under the JPS Automotive Credit Agreement with unused availability
of approximately $24.1 million.
Cramerton Automotive Products L.P. ("Cramerton") finances its operations
through a $15.0 million revolving line of credit, which is recourse only to
Cramerton, and which expires in April 1997. Availability under this revolving
line of credit is subject to a borrowing base calculation and unused
availability under this line of credit was $5.0 million as of March 31, 1996.
Interest Rate Swap Agreement
In June 1994, as amended in May 1995, JPS Automotive entered into an
interest rate swap agreement for a notional amount of $150.0 million for five
years. Under this swap agreement, JPS Automotive has paid fixed payments at
6.04% on a notional amount of $90.0 million and 7.00% on a notional amount of
$60.0 million for the six months ended June 1995 and is obligated to make
variable rate payments based on LIBOR, capped at 8.5% per annum, on a $150.0
million notional amount for the remainder of the agreement in exchange for fixed
payments at a rate of 6.89% per annum by the swap partner payable semiannually
in arrears. The swap partner has the ability to terminate the swap agreement in
December 1998. Interest expense will be subject to fluctuations in LIBOR. JPS
Automotive is exposed to credit loss in the event of nonperformance by the swap
partner; however, the occurrence of this event is not anticipated. During 1996,
the effect of the interest rate swap described above was a favorable adjustment
11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
to interest expense of $0.4 million. During 1995, the interest rate swap
increased interest expense by $0.1 million.
Environmental Matters
JPS Automotive is subject to extensive and changing environmental laws and
regulations. Expenditures to date in connection with JPS Automotive's compliance
with such laws and regulations did not have a material adverse effect on
earnings, capital expenditures, or competitive position. The liability for
environmental costs at March 31, 1996 is $2.3 million, $0.3 million of which is
included in current liabilities. In addition, as of March 31, 1996, JPS
Automotive has a receivable of $0.5 million for indemnification of environmental
liabilities from JPS Textile which is included in noncurrent assets. JPS
Automotive believes that realization of the receivable established for
indemnification is probable.
Although it is possible that new information or future events could require
JPS Automotive to reassess its potential exposure relating to all pending
environmental matters, management believes that, based upon all currently
available information, the resolution of such environmental matters will not
have a material adverse effect on JPS Automotive's earnings, financial position,
capital expenditures or competitive position. The possibility exists, however,
that new environmental legislation and/or environmental regulations may be
adopted, or other environmental conditions may be found to exist, that may
require expenditures not currently anticipated which may be material.
Inflation and Other Matters
Although JPS Automotive is subject to the effects of changing prices, the
impact of inflation has not been a significant factor in the results of
operations for the periods presented. In some circumstances, market conditions
or customer expectations may prevent JPS Automotive from increasing the prices
of its products to offset the inflationary pressures that may increase its costs
in the future.
12
<PAGE>
PART II: OTHER INFORMATION
Item 1. Legal Proceedings.
Reference is made to the description of the legal proceedings contained
in the JPS Automotive's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
The information from Note 4 of the condensed consolidated financial
statements of JPS Automotive L.P. and subsidiaries as of March 31, 1996
(unaudited) is incorporated by reference.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote Of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3.1(a) - Certificate of Incorporation of Products Corp.
3.2(a) - By-laws of Products Corp.
3.3(a) - Certificate of Limited Partnership of JPS Automotive.
3.4(e) - First Amended and Restated Agreement of Limited Partnership of
JPS Automotive, dated as of June 27, 1994
3.5(a) - Certificate of Incorporation of JPSGP.
3.6(a) - By-laws of JPSGP.
4.1(b) - Senior Note, dated June 28, 1994, in the aggregate principal
amount of $87,943,103.14 due July 1, 2006, executed by FJPS to
Foamex L.P.
4.2(d) - Pledge Agreement, dated as of June 28, 1994, among FJPS in
favor of Foamex L.P. to secure its obligations under its senior
note due 2006.
4.3(d) - Pledge Agreement, dated as of June 28, 1994, made by JPS
Automotive in favor of Foamex L.P. to secure FJPS's obligations
under its Senior Note due 2006.
4.4(a) - Indenture, between Products Corp. and Shawmut Connecticut, as
Trustee, relating to $180,000,000 principal amount of 111/8%
senior notes due 2001, including form of the JPS Automotive
Senior Note.
4.5(c) - First Supplemental Indenture, dated as of October 5, 1994, by
and among Products Corp., JPS Automotive, and Shawmut
Connecticut, as Trustee, relating to the JPS Automotive Senior
Notes.
4.6(c) - Amended and Restated Credit Agreement, dated October 5, 1994,
by and among, Products Corp., JPS Automotive, JPSGP, the
institutions party thereto as Lenders, the institutions party
thereto as Issuing Banks, and Citibank, N.A. and The Bank of
Nova Scotia.
4.7(d) - First Amendment to JPS Automotive Credit Agreement, dated as of
November 11, 1994.
4.8(d) - Second Amendment to JPS Automotive Credit Agreement, dated as
of February 8, 1995.
13
<PAGE>
4.9(g) - Third Amendment to JPS Automotive Credit Agreement, dated as of
February 27, 1996.
10.1(a) - Swap Agreement, dated as of June 30, 1994, by and between JPS
Automotive and Citibank, N.A.
10.2(f) - Revised Swap Transaction Letter Agreement, dated May 11, 1995,
among Products Corp., JPS Automotive, and Citibank N.A.
10.3(f) - Savings, Investment and Profit Sharing Plan of JPS Automotive
L.P. dated October 6, 1994.
10.4(f) - First Amendment to the Savings, Investment and Profit Sharing
Plan of JPS Automotive L.P. dated July 26, 1995.
10.5(g) - Hourly Employees' Pension Plan of JPS Automotive Products Corp.
10.6(g) - Retirement Pension Plan for Employees of JPS Automotive L.P.
10.7(i) - Employment Agreement, dated as of July 22, 1994, by and among
Foamex International, JPS Automotive, and Jerry Burns.
10.8(e) - Employment Agreement, dated as of August 4, 1994, by and
among Foamex International, JPS Automotive, and Robert Sparks.
10.9(g) - Employment Agreement dated as of September 1, 1995, by and
between JPS Automotive and Dean Gaskins.
10.10(a) - Services Agreement, by and between JPS Automotive and Foamex
International.
10.11(a) - Dunean Reciprocal Easement Agreement, by and between JPS
Automotive and C&I.
10.12(a) - Supply Agreement, by and among Foamex International and certain
of its affiliates and JPS Automotive.
10.13(a) - Tax Sharing Agreement, by and among JPS Automotive and its
partners.
10.14(a) - Financing Agreement, dated as June 4, 1993, by and between
Nationsbank of North Carolina, N.A. and Cramerton, as amended
by the First Amendment and Correction of Financing Agreement,
dated as of April 28, 1994.
10.15(e) - Second Amendment and Correction of Financing Agreement, dated
as of December 28, 1994, by and between Nationsbank of North
Carolina, N.A. and Cramerton.
10.16(g) - Third Amendment to Financing Agreement, dated December 12,
1995, by and between Nationsbank of North Carolina, N.A. and
Cramerton.
10.17(a) - Amended and Restated Agreement of Limited Partnership of
Cramerton, dated as of December 2, 1991.
10.18(d) - First Amendment to Amended and Restated Agreement of Limited
Partnership of Cramerton, dated as of June 28, 1994.
10.19(d) - Second Amendment to Amended and Restated Agreement of Limited
Partnership of Cramerton, dated as of October 5, 1994.
10.20(a) - Stockholders' Agreement, dated as of December 2, 1991, by and
among Cramerton Management Corp., JPS Group, and Seiren Co.,
Ltd. (the "Stockholders' Agreement").
10.21(d) - First Amendment to Stockholders' Agreement, dated as of June
28, 1994.
(a) Incorporated herein by reference to the Exhibit to Products Corp.'s
Registration Statement on Form S-1, Registration No. 33-75510.
(b) Incorporated herein by reference to the Exhibit to the Registration
Statement of FJPS, FJCC, and Foamex International on Form S-4, Registration
No. 33-82028.
(c) Incorporated herein by reference to the Exhibit to the quarterly report on
Form 10-Q of JPS Automotive and Products Corp. for the fiscal quarter ended
October 2, 1994.
(d) Incorporated herein by reference to the Exhibit to the Form 10-K of Foamex
International for fiscal 1994.
(e) Incorporated herein by reference to the Exhibit to the Form 10-K of JPS
Automotive for fiscal 1994.
14
<PAGE>
(f) Incorporated herein by reference to the Exhibit to the quarterly report on
Form 10-Q of JPS Automotive and Products Corp. for the fiscal quarter ended
July 2, 1995.
(g) Incorporated herein by reference to the Exhibit to the Form 10-K of JPS
Automotive for fiscal 1995.
Certain instruments defining the rights of security holders have been
excluded herefrom in accordance with Item 601(b)(4)(iii) of Regulation S-K. The
registrant hereby agrees to furnish a copy of any such instrument to the
Commission upon request.
(b) Products Corp. and/or JPS Automotive filed the following Current
Reports on Form 8-K:
None.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
JPS AUTOMOTIVE L.P.
By: JPSGP INC.
GENERAL PARTNER
Date: May 9, 1996 By: /s/ M. Dale Anderson
---------------------
M. Dale Anderson
Chief Financial Officer and
Chief Accounting Officer
JPS AUTOMOTIVE PRODUCTS CORP.
Date: May 9, 1996 By: /s/ M. Dale Anderson
---------------------
M. Dale Anderson
Vice President - Finance and
Chief Financial Officer and
Chief Accounting Officer
16
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLAR
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-29-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
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0
0
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</TABLE>
