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 September 29, 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 November 1, 1996 was 100.
Page 1 of 17
Exhibit List on Page 14 of 17
<PAGE>
JPS AUTOMOTIVE L.P.
JPS AUTOMOTIVE PRODUCTS CORP.
INDEX
Part I. Financial Information: Page
Item 1. Financial Statements
JPS Automotive L.P.
Condensed Consolidated Statements of Operations -
Thirteen and Thirty-Nine Week Periods Ended
September 29, 1996 and October 1, 1995 3
Condensed Consolidated Balance Sheets as of
September 29, 1996 and December 31, 1995 4
Condensed Consolidated Statements of Cash Flows -
Thirty-Nine Week Periods Ended September 29,
1996 and October 1, 1995 5
Notes to Condensed Consolidated Financial Statements 6
JPS Automotive Products Corp.
Balance Sheets as of September 29, 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 14
Exhibit List 14
Signatures 17
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
<TABLE>
<CAPTION>
13 Week Periods Ended 39 Week Periods Ended
September 29, October 1, September 29, October 1,
1996 1995 1996 1995
(thousands)
<S> <C> <C> <C> <C>
NET SALES $ 62,765 $ 69,439 $ 220,433 $ 237,232
COST OF GOODS SOLD 55,000 57,241 186,439 194,385
--------- --------- --------- ---------
GROSS PROFIT 7,765 12,198 33,994 42,847
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 5,645 6,067 16,814 17,121
--------- --------- --------- ---------
INCOME FROM OPERATIONS 2,120 6,131 17,180 25,726
INTEREST AND DEBT ISSUANCE EXPENSE 5,438 5,460 16,117 16,904
OTHER INCOME (EXPENSE), NET (114) 101 (129) 228
MINORITY INTEREST IN CONSOLIDATED
SUBSIDIARY 125 (121) (447) (424)
--------- --------- --------- ---------
INCOME (LOSS) BEFORE PROVISION
FOR INCOME TAXES (3,307) 651 487 8,626
PROVISION FOR INCOME TAXES 126 30 347 220
--------- --------- --------- ---------
NET INCOME (LOSS) $ (3,433) $ 621 $ 140 $ 8,406
========= ========= ========= =========
</TABLE>
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)
<TABLE>
<CAPTION>
September 29, December 31,
ASSETS 1996 1995
CURRENT ASSETS: (thousands)
<S> <C> <C>
Cash and cash equivalents $ 1,648 $ 2,840
Accounts receivable, net 42,546 37,824
Inventories 23,302 24,148
Other current assets 4,906 3,837
-------- --------
Total current assets 72,402 68,649
PROPERTY, PLANT AND EQUIPMENT, NET 114,757 120,245
COST IN EXCESS OF ASSETS ACQUIRED, NET 158,537 161,687
DEBT ISSUANCE COSTS, NET 6,348 7,228
OTHER ASSETS 1,741 2,141
-------- --------
TOTAL ASSETS $353,785 $359,950
======== ========
LIABILITIES AND PARTNERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 3,964 $ 1,464
Accounts payable 18,975 12,327
Accounts payable to related parties 2,445 8,707
Accrued interest 6,052 1,400
Other accrued liabilities 14,620 14,228
-------- --------
Total current liabilities 46,056 38,126
-------- --------
LONG-TERM DEBT 189,781 204,463
-------- --------
OTHER LIABILITIES 3,999 3,999
-------- --------
MINORITY INTEREST 7,694 7,247
-------- --------
COMMITMENTS AND CONTINGENCIES -- --
-------- --------
PARTNERS' EQUITY:
General partner 1,063 1,061
Limited partner 105,192 105,054
-------- --------
Total Partners' Equity 106,255 106,115
-------- --------
TOTAL LIABILITIES AND PARTNERS' EQUITY $353,785 $359,950
======== ========
</TABLE>
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>
39 Week Periods Ended
September 29, October 1,
1996 1995
(thousands)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 140 $ 8,406
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 11,287 9,667
Amortization of debt issuance costs 880 815
Other operating activities 258 (17)
Changes in operating assets and liabilities 2,336 (3,525)
-------- --------
Net cash provided by operating activities 14,901 15,346
-------- --------
INVESTING ACTIVITIES:
Capital expenditures (3,946) (13,710)
Other investing activities 37 (1,713)
-------- --------
Net cash used for investing activities (3,909) (15,423)
-------- --------
FINANCING ACTIVITIES:
Net repayments of revolving loans (11,710) (3,504)
Repayments of long-term debt (474) (628)
Other -- (46)
-------- --------
Net cash used for financing activities (12,184) (4,178)
-------- --------
NET DECREASE IN CASH AND
CASH EQUIVALENTS (1,192) (4,255)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 2,840 8,272
-------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 1,648 $ 4,017
======== ========
</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 September 29, 1996, the condensed consolidated
statements of operations for the thirteen and thirty-nine week periods ended
September 29, 1996 and October 1, 1995 and the condensed consolidated statements
of cash flows for the thirty-nine week periods ended September 29, 1996 and
October 1, 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 the 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.
On August 28, 1996, Foamex International Inc. ("Foamex International")
entered into an agreement to sell its partnership interests in JPS Automotive to
a subsidiary of Collins & Aikman Corporation for $220.0 million, subject to
final adjustments, which includes the assumption of JPS Automotive's long-term
debt. Foamex International expects the sale of JPS Automotive to be consummated
prior to December 29, 1996. The condensed consolidated financial statements of
JPS Automotive do not include any adjustments that would result from the 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:
September 29, December 31,
1996 1995
(thousands)
Raw materials and supplies $ 6,805 $ 7,168
Work-in-process 10,974 10,303
Finished goods 5,523 6,677
------- -------
Total $23,302 $24,148
======= =======
3. RELATED PARTY TRANSACTIONS
JPS Automotive has a supply agreement (the "Supply Agreement") with 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 September
29, 1996 and October 1, 1995, JPS Automotive purchased approximately $17.8
million and $19.9 million, respectively, of raw materials under the under the
Supply Agreement. During the thirty-nine week periods ended September 29, 1996
and October 1, 1995, JPS Automotive purchased approximately $64.9 million
6
<PAGE>
JPS AUTOMOTIVE L.P. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
3. RELATED PARTY TRANSACTIONS (continued)
and $67.0 million, respectively, of raw materials under the Supply Agreement. As
of September 29, 1996 and December 31, 1995, JPS Automotive had accounts payable
to Foamex International of approximately $2.4 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 the 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.
JPS Automotive has accrued environmental costs at September 29, 1996 of
approximately $2.2 million, $0.2 million of which is included in current
liabilities. In addition, as of September 29, 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)
<TABLE>
<CAPTION>
September 29, December 31,
ASSETS 1996 1995
(thousands)
<S> <C> <C>
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
===== =====
</TABLE>
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.
On August 28, 1996, Foamex International Inc. ("Foamex International")
entered into an agreement to sell its partnership interests in JPS Automotive to
a subsidiary of Collins & Aikman Corporation for $220.0 million, subject to
final adjustments, which includes the assumption of JPS Automotive's long-term
debt. Foamex International expects the sale of JPS Automotive to be consummated
prior to December 29, 1996. The condensed consolidated financial statements of
JPS Automotive do not include any adjustments that would result from the 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.
Also, JPS Automotive has recently been affected by labor strikes in the
automotive industry and could be materially affected by any future labor strikes
in the automotive industry.
13 Week Period Ended September 29, 1996 Compared to 13 Week Period Ended
October 1, 1995
Consolidated Results of Operations
Net sales for 1996 were $62.8 million as compared to $69.4 million in 1995.
The $6.6 million or 9.5% decrease in net sales was primarily due to the
expiration of certain automobile programs, including the ZJ program with
Chrysler and the delayed or slow start up of replacement and new automobile
programs.
Gross profit as a percentage of net sales decreased to 12.4% for 1996 from
17.6% in 1995 primarily due to competitive price pressures and under utilization
of manufacturing capacities as a result of reduced net sales volume.
Selling, general and administrative expenses decreased to $5.6 million for
1996 from $6.1 million in 1995, however, increased to 9.0% of net sales for 1996
compared to 8.7% of net sales in 1995 primarily due to a reduction in variable
costs associated with the reduction in net sales.
Interest and debt issuance expense was consistent at $5.4 million for 1996 as
compared to $5.5 million in 1995 primarily due to a reduction in revolving
credit borrowings during 1996 offset by a favorable interest rate swap benefit
of $0.4 million in 1995.
Net income (loss) decreased to a $3.4 million loss for 1996 from $0.6 million
of income in 1995 primarily due to the reasons cited above.
39 Week Period Ended September 29, 1996 Compared to 39 Week Period Ended
October 1, 1995
Consolidated Results of Operations
Net sales for 1996 were $220.4 million as compared to $237.2 million in 1995.
The $16.8 million or 7.1% decrease in net sales was primarily due to (i) the
expiration of certain automobile programs, including the ZJ program with
Chrysler, (ii) the delayed or slow start up of replacement and new automobile
programs and (iii) the General Motors Corp. parts supplier labor strike during
the first quarter of 1996.
Gross profit as a percentage of net sales decreased to 15.4% for 1996 from
18.1% in 1995 primarily due to competitive price pressures and under utilization
of manufacturing capacities as a result of the reduced net sales volume.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Selling, general and administrative expenses decreased to $16.8 million for
1996 from $17.1 million in 1995, however, increased to 7.6% of net sales for
1996 compared to 7.2% of net sales in 1995 primarily due to a reduction in
variable costs associated with the reduction in net sales.
Interest and debt issuance expense decreased to $16.1 million for 1996 from
$16.9 million in 1995 primarily due to favorable results from the interest rate
swap agreement.
Net income decreased to $0.1 million for 1996 from $8.4 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
Agreement") and such noncompliance was not cured by JPS Automotive or waived by
the lenders. As of September 29, 1996, JPS Automotive was in compliance with the
covenants and expects to be in compliance for the foreseeable future.
Consummation of the sale by Foamex International of its partnership interests
in JPS Automotive may constitute a default under the JPS Automotive Credit
Agreement and the credit agreement of Cramerton Automotive Products L.P. (the
"Cramerton Credit Agreement"), a subsidiary of JPS Automotive ("Cramerton").
Such transaction will also provide the holders of the $180.0 million 11 1/8%
senior notes due 2001 of JPS Automotive (the "Senior Notes") with the right to
require JPS Automotive to repurchase such Senior Notes at 101% of their
principal amount. JPS Automotive has been informed by the prospective purchaser
that it currently intends, upon consummation of the sale, to refinance the JPS
Automotive Credit Agreement and the Cramerton Credit Agreement and to obtain
financing to satisfy its obligations to the holders of the Senior Notes.
Liquidity
Cash and cash equivalents decreased $1.2 million during 1996 to $1.6 million
at September 29, 1996 from $2.8 million at December 31, 1995 primarily due to
the use of cash for capital expenditures and debt repayments offset by cash
provided by operating activities. Working capital decreased $4.2 million during
1996 to $26.3 million at September 29, 1996 from $30.5 million at December 31,
1995 primarily as a result of the decrease in operating results.
Cash Flow from Operating Activities
Cash flow provided by operating activities was $14.9 million and $15.3
million for the 1996 and 1995 periods, respectively. Cash flow provided by
operating activities decreased for 1996 as compared to 1995 primarily due to
reduced operating results offset by a reduction in the use of cash and cash
equivalents by the operating assets and liabilities.
Cash Flow from Investing Activities
During 1996, JPS Automotive spent approximately $3.9 million on capital
expenditures.
Cash Flow from Financing Activities
As of September 29, 1996, there were no revolving loan borrowings outstanding
under the JPS Automotive Credit Agreement with unused availability of
approximately $25.0 million.
Cramerton finances its operations through a $15.0 million revolving line of
credit, which is recourse only to Cramerton, and which expires in April 1998.
Borrowings under the Cramerton Credit Agreement were $2.6 million at September
29, 1996. Availability under this revolving line of credit is subject to a
borrowing base calculation and unused availability under this line of credit was
$12.4 million as of September 29, 1996.
11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Interest Rate Swap Agreement
JPS Automotive had an interest rate swap agreement for a notional amount of
$150.0 million for five years which was terminated in September 1996 for a
termination fee of $0.1 million. JPS Automotive made 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 variable rate payments based on
LIBOR, capped at 8.5% per annum, on a $150.0 million notional amount for the six
months ended in December 1995 and June 1996 in exchange for fixed payments at a
rate of 6.89% per annum by the swap partner payable semiannually in arrears.
During the thirteen weeks ended September 29, 1996 there was no effect from the
swap agreement. During the thirteen week period ended October 1, 1995, the
effect of the interest rate swap described above was a favorable adjustment to
interest expense of $0.4 million. During the thirty-nine weeks ended September
29, 1996 and October 1, 1995, the effect of the interest rate swap described
above was a favorable adjustment to interest expense of $0.8 million and $0.6
million, respectively.
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 September 29, 1996 is $2.2 million, $0.2 million of which
is included in current liabilities. In addition, as of September 29, 1996, JPS
Automotive has a receivable of $0.5 million for indemnification of environmental
liabilities from JPS Textile Group Inc. 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 and in JPS Automotive's Quarterly Reports on
Form 10-Q for the fiscal quarters ended March 31, 1996 and June 30,
1996.
The information from Note 4 of the condensed consolidated financial
statements of JPS Automotive L.P. and subsidiaries as of September 29,
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 JPS Automotive Products Corp.
("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.
13
<PAGE>
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.
4.9(g) - Third Amendment to JPS Automotive Credit Agreement, dated as of
February 27, 1996.
4.10(h) - Fourth Amendment to JPS Automotive Credit Agreement, dated as of
June 19, 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 - Revised Confirmation of Interest Rate Swap Termination, dated
September 25, 1996, by and between JPS Automotive and Citibank, N.A.
10.4(f) - Savings, Investment and Profit Sharing Plan of JPS Automotive L.P.
dated October 6, 1994.
10.5(f) - First Amendment to the Savings, Investment and Profit Sharing Plan
of JPS Automotive L.P. dated July 26, 1995.
10.6(g) - Hourly Employees' Pension Plan of JPS Automotive Products Corp.
10.7(g) - Retirement Pension Plan for Employees of JPS Automotive L.P.
10.8(i) - Employment Agreement, dated as of July 22, 1994, by and among Foamex
International, JPS Automotive, and Jerry Burns.
10.9(e) - Employment Agreement, dated as of August 4, 1994, by and among
Foamex International, JPS Automotive, and Robert Sparks.
10.10(g) - Employment Agreement dated as of September 1, 1995, by and between
JPS Automotive and Dean Gaskins.
10.11(a) - Services Agreement, by and between JPS Automotive and Foamex
International.
10.12(a) - Dunean Reciprocal Easement Agreement, by and between JPS Automotive
and C&I.
10.13(a) - Supply Agreement, by and among Foamex International and certain of
its affiliates and JPS Automotive.
10.14(a) - Tax Sharing Agreement, by and among JPS Automotive and its partners.
10.15(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.
10.16(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.
10.17(g) - Third Amendment to Financing Agreement, dated December 12, 1995, by
and between Nationsbank of North Carolina, N.A. and Cramerton.
10.18(h) - Fourth Amendment to Financing Agreement, dated June 14, 1996, by and
between Nationsbank of North Carolina, N.A. and Cramerton.
10.19(a) - Amended and Restated Agreement of Limited Partnership of Cramerton,
dated as of December 2, 1991.
10.20(d) - First Amendment to Amended and Restated Agreement of Limited
Partnership of Cramerton, dated as of June 28, 1994.
10.21(d) - Second Amendment to Amended and Restated Agreement of Limited
Partnership of Cramerton, dated as of October 5, 1994.
10.22(a) - Stockholders' Agreement, dated as of December 2, 1991, by and among
Cramerton Management Corp., JPS Group, and Seiren Co., Ltd. (the
"Stockholders' Agreement").
10.23(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.
14
<PAGE>
(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.
(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.
(h) 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
June 30, 1996.
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:
Form 8-K reporting an event that occurred on August 28, 1996
(execution of JPS Automotive Agreement).
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: November 11, 1996 By: /s/ M. Dale Anderson
-----------------------------------
M. Dale Anderson
Chief Financial Officer and
Chief Accounting Officer
JPS AUTOMOTIVE PRODUCTS CORP.
Date: November 11, 1996 By: /s/ M. Dale Anderson
-----------------------------------
M. Dale Anderson
Vice President - Finance and
Chief Financial Officer and
Chief Accounting Officer
16
REVISED CONFIRMATION OF INTEREST RATE SWAP TERMINATION
Date: September 25, 1996
To: JPS Automotive Products Corporation and JPS Automotive L.P., jointly
and severally ("JPS Automotive")
Attn: George Karpinski
Fax No.: 610-859-3032
From: Citibank N.A., New York ("Citibank")
Fax No.: 416-841-7432
This will confirm our agreement to terminate the following transaction as of
September 24, 1996. The confirmation amended, restates and supersedes any prior
confirmation for this transaction.
Our transaction reference number: 94G72/94B97
Original Maturity Date June 30, 1999
Notional Amount: USD 150,000,000
A termination payment of USD 125,000 is due to Citibank on September 28, 1996.
Our payment instructions:
For the account of: Citibank, N.A., New York
ABA No. 021000089
DDA 00167679
Financial Futures
Reference No. 94G72/94B97
Upon receipt of the termination payment, all obligations of both parties with
respect to this transaction will be terminated.
Please confirm that the terms set forth herein reflect our agreement by signing
and returning this confirmation via fax (416-841-7432) at your earliest
opportunity.
Thank you,
Citibank, N.A., New York
Signed: /s/ Adam Kulick
Accepted and confirmed as of the date first written:
JPS Automotive Products Corporation and JPS Automotive L.P.,
jointly and severally
Signed: /s/ M. Dale Anderson
Title: Chief Financial Officer
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<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-29-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-29-1996
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