SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1996 Commission file number 1-4881
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AVON PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
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EXHIBITS
(a)3. Exhibits
Exhibit
Number Description
- ------- -----------
3.1 Restated Certificate of Incorporation of Avon, filed with the Secretary
of State of the State of New York on May 13, 1996 (incorporated by
reference to Exhibit 3.1 to Avon's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996).
3.2 By-laws of Avon, as restated, effective June 6, 1996 (incorporated by
reference to Exhibit 3.2 to Avon's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996).
4.1 Instrument defining the rights of holders of Avon's preferred share
purchase rights to purchase Avon's Series A Junior Participating
Preferred Stock (reference is made to Article IIIA of the restated
Certificate of Incorporation of Avon, filed with the Secretary of State
of New York State on August 12, 1988 and included as Exhibit 3.1 to the
1993 Annual Report on Form 10-K).
4.2 Rights Agreement, dated as of March 30, 1988 (the "Rights Agreement"),
between Avon and First Chicago Trust Company of New York (as successor
to Morgan Shareholder Services Trust Company) (incorporated by
reference to Exhibit 1 to Avon's Registration Statement on Form 8-A,
filed April 7, 1988 and refiled under Form SE as of December 31, 1996).
4.3 Amendment, dated as of January 3, 1989, to the Rights Agreement
(incorporated by reference to Exhibit 3 to Avon's Amendment No. 1 on
Form 8, filed January 4, 1989, amending its Registration Statement on
Form 8-A, filed April 7, 1988 and refiled under Form SE as of December
31, 1996).
4.4 Second Amendment, dated as of April 5, 1990, to the Rights Agreement
(incorporated by reference to Exhibit 4(c) to Avon's Current Report on
Form 8-K, dated April 5, 1990 and refiled under Form SE as of December
31, 1996).
4.5 Third Amendment, dated as of May 10, 1990, to the Rights Agreement
(incorporated by reference to Exhibit 4(d) to Avon's Current Report on
Form 8-K, dated May 10, 1990 and refiled under Form SE as of December
31, 1996).
4.6 Amended and Restated Revolving Credit and Competitive Advance Facility
Agreement, dated as of August 8, 1996, among Avon, Avon Capital
Corporation and a group of banks and other lenders (incorporated by
reference to Exhibit 4.1 to Avon's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1996).
10.1* Avon Products, Inc. 1993 Stock Incentive Plan, approved by stockholders
on May 6, 1993 (incorporated by reference to Exhibit 10.2 to Avon's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1993).
10.2* Form of Stock Option Agreement to the Avon Products, Inc. 1993 Stock
Incentive Plan (incorporated by reference to Exhibit 10.2 to Avon's
Annual Report on Form 10-K for the year ended December 31, 1993).
10.3* Avon Products, Inc. 1994 Long-Term Incentive Plan, effective as of
January 1, 1994 (incorporated by reference to Exhibit 10.3 to Avon's
Annual Report on Form 10-K for the year ended December 31, 1993).
10.4* Avon Products, Inc. 1970 Stock Option Incentive Plan, as amended and
restated through May 4, 1989 (incorporated by reference to Exhibit 4.6
to Avon's Registration Statement on Form S-8, Registration No.
33-28653, filed May 18, 1989).
10.5* First Amendment, dated as of November 5, 1992, to the Avon Products,
Inc. 1970 Stock Option Incentive Plan as amended and restated through
May 4, 1989 (incorporated by reference to Exhibit 10.1 to Avon's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1993).
10.6* Supplemental Executive Retirement Plan and Supplemental Life Plan of
Avon Products, Inc., as amended and restated as of September 1, 1994
(incorporated by reference to Exhibit 10.6 to Avon's Annual Report on
Form 10-K for the year ended December 31, 1994).
10.7* Benefit Restoration Pension Plan of Avon Products, Inc., effective as
of January 1, 1994 (incorporated by reference to Exhibit 10.7 to Avon's
Annual Report on Form 10-K for the year ended December 31, 1994).
10.8* Trust Agreement, amended and restated as of March 2, 1990, between Avon
and Chase Manhattan Bank, N.A. (incorporated by reference to Exhibit
10.2 to Avon's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1990 and refiled under Form SE for the year ended December
31, 1996).
10.9* First Amendment, dated as of January 30, 1992, to the Trust Agreement,
dated as of March 2, 1990, by and between Avon and Chase Manhattan
Bank, N.A. (incorporated by reference to Exhibit 10.2 to Avon's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1993).
10.10* Second Amendment, dated as of June 12, 1992 to the Trust Agreement,
dated as of March 2, 1990, by and between Avon and Chase Manhattan
Bank, N.A. (incorporated by reference to Exhibit 10.3 to Avon's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1993).
10.11* Third Amendment, dated as of November 5, 1992, to the Trust Agreement,
dated as of March 2, 1990, by and between Avon and Chase Manhattan
Bank, N.A. (incorporated by reference to Exhibit 10.4 to Avon's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1993).
10.12* The Avon Products, Inc. Deferred Compensation Plan, as amended and
restated as of January 1, 1996.
10.13* Trust Agreement, dated as of April 21, 1995, between Avon and Chemical
Bank, amending and restating the Trust Agreement as of August 3, 1989
between Avon and Manufacturers Hanover Trust Company (incorporated by
reference to Exhibit 10.14 to Avon's Annual Report on Form 10-K for the
year ended December 31, 1995).
10.14* Instrument of Amendment, effective as of April 1, 1990, amending
various employee benefit plans and agreements as stipulated in the
Instrument of Amendment (incorporated by reference to Exhibit 10.3 to
Avon's Quarterly Report on Form 10-Q for the quarter ended March 31,
1990 and refiled under Form SE as of December 31, 1996).
10.15* Employment Agreement, dated as of November 1, 1995, between Avon and
James E. Preston (incorporated by reference to Exhibit 10.16 to Avon's
Annual Report on Form 10-K for the year ended December 31, 1995).
10.16* Stock Option Agreement between Avon and James E. Preston dated
October 30, 1995 (incorporated by reference to Exhibit 10.17 to Avon's
Annual Report on Form 10-K for the year ended December 31, 1995).
10.17* Employment Agreement, dated as of September 1, 1994, between Avon and
Edward J. Robinson (incorporated by reference to Exhibit 10.1 to
Avon's Quarterly Report on Form 10-Q for the quarter ended September
30, 1994).
10.18* Restricted Stock Agreement, effective as of November 4, 1993, granted
by Avon to Edward J. Robinson (incorporated by reference to Exhibit
10.21 to Avon's Annual Report on Form 10-K for the year ended December
31, 1993).
10.19* Form of Employment Agreement, dated as of September 1, 1994, between
Avon and certain senior officers (incorporated by reference to Exhibit
10.2 to Avon's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994).
10.20* Avon Products, Inc. Directors' Retirement Plan, effective as of
January 1, 1988 (incorporated by reference to Exhibit 10.22 to Avon's
Annual Report on Form 10-K for the year ended December 31, 1991 and
refiled under Form SE for the year ended December 31, 1996).
10.21* First Amendment, dated as of November 5, 1992, to the Avon Products,
Inc. Directors' Retirement Plan (incorporated by reference to Exhibit
10.6 to Avon's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1993).
10.22* Trust Agreement, dated as of December 31, 1991, between Avon and
Manufacturers Hanover Trust Company (incorporated by reference to
Exhibit 10.23 to Avon's Annual Report on Form 10-K for the year ended
December 31, 1991 and refiled under Form SE for the year ended December
31, 1996).
10.23* First Amendment, dated as of November 5, 1992, to the Trust Agreement
dated as of December 31, 1991, by and between Avon and Manufacturers
Hanover Trust Company (incorporated by reference to Exhibit 10.7 to
Avon's Quarterly Report on Form 10-Q for the quarter ended March 31,
1993).
11.1 Statement re computation of primary income per share.
11.2 Statement re computation of fully diluted income per share.
13 Portions of the Annual Report to Shareholders for the year ended
December 31, 1996 incorporated by reference in response to Items 1,5
through 8 in this filing.
21 Subsidiaries of the registrant.
23 Consent of Coopers & Lybrand L.L.P. (set forth on page S-2 of this
Annual Report on Form 10-K).
24 Power of Attorney
27 Financial Data Schedule
99 Financial statements for the Avon Products, Inc. Employees' Savings and
Stock Ownership Plan and the Avon Mirabella/Lomalinda Employees' Savings
Plan for the year ended December 31, 1996 will be filed by amendment.
* The Exhibits identified above and in the Exhibit Index with an asterisk
(*) are management contracts or compensatory plans or arrangements.