================================================================= FORM 10-Q/A-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 29, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-9843 MORGAN PRODUCTS LTD. (Exact name of registrant as specified in its charter) DELAWARE 06-1095650 (State or other jurisdiction (I.R.S. Employer of incorporation or Identification No.) organization) 469 McLaws Circle, Williamsburg, Virginia 23185 (Address of principal executive offices, including zip code) (804) 564-1700 (Registrant's telephone number, including area code) ------------------------------------- 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 ( ) The number of shares outstanding of registrant's Common Stock, par value $.10 per share, at July 27, 1996 was 8,648,988; 2,386 shares are held in treasury. ================================================================= ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 10.3 Asset Purchase Agreement dated as of July 22, 1996 by and among Morgan Products Ltd., Tennessee Building Products, Inc., Titan Building Products, Inc., James Fishel, James Schulman and Tennessee Building Products, Inc. Signatures Pursuant to the requirements 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. MORGAN PRODUCTS LTD. Date: August 22, 1996 By /s/ Douglas H. MacMillan Douglas H. MacMillan Vice President, Secretary and Chief Financial Officer (For the Registrant and as Principal Finance Officer) EXHIBIT INDEX Exhibit No. Page No. 10.3 Asset Purchase Agreement dated as of July 22, 1996 by and among Morgan Products Ltd., Tennessee Building Products, Inc., Titan Building Products, Inc., James Fishel, James Schulman and Tennessee Building Products, Inc.