SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] Annual Report pursuant to section 13 or 15 (d) of the Securities
Exchange Act for the fiscal year ended December 31, 1996; or
[ ] Transition report pursuant to section 13 or 15 (d) of the
Securities Act of 1934 for the transition period from _________
to ____________.
Commission file number: 0-19658
TUESDAY MORNING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-2398532
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
14621 INWOOD ROAD 75244
DALLAS, TEXAS (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code:
(972) 387-3562
Securities registered pursuant to Section 12 (b) of the Act:
NONE
Securities registered pursuant to Secton 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
Indicate by check mark whether the registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the proceding 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
------- -------
Indicate by check mark if the disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K 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 of this Form 10-K....( ).
The aggregate market value of the voting stock held by non-affiliates of
the registrant on January 31, 1997 was $143,465,663.
Number of shares of common stock of the registrant outstanding on January
31, 1997 was 7,909,136.
The following documents are incorporated by reference into the part of this
annual report on Form 10-K as indicated:
Portions of 1996 Annual Report to Shareholders - Parts II and IV.
Portions of Definitive Proxy Statement for Annual Meeting of
Shareholders to be held on May 13, 1997 - Part III.
The registrant Form 10-K previously filed on March 31, 1997 is hereby amended in
the following respects:
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
The exhibit index to the registrant's Form 10-K previously filed on
March 31, 1997 is hereby amended as set forth on the "Exhibit Index" included
herein.
(a) (iii) Exhibits:
See "Exhibit Index" included herein.
1
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.
TUESDAY MORNING CORPORATION
(Registrant)
Date: April 1, 1997 /s/ Mark E. Jarvis
------------------------------------------
Mark E. Jarvis, Senior Vice President
2
TUESDAY MORNING CORPORATION
Index to Exhibits
Exhibit Page
Number Description Number
- ------ ----------- ------
3(a) Certificate of Incorporation of the registrant (1)
3(b) Bylaws of the registrant (1)
10(a) Incentive Stock Option Plan (2)
10(d) Credit Agreement between the registrant, certain
of its affiliates and BankAmerica Business Credit (3)
10(f) Employee Stock Purchase Plan (4)
10(g) Loan Agreement dated June 20, 1995, between
registrant and Compass Bank-Dallas (5)
13(a) 1996 Annual Report to Stockholders (7)
21 Subsidiaries of the registrant (6)
23(a) Consent of KPMG Peat Marwick LLP (6)
- ---------------------
(1) Filed as an Exhibit to Registration Statement No incorporated herein by
reference. 33-42508 on Form S-4 and
(2) Filed as an Exhibit to Report on Form 10-K for 1991 and incorporated
herein by reference. the year ended December 31,
(3) Filed as an Exhibit to Report on Form 10-K for 1994 and incorporated
herein by reference. the year ended December 31,
(4) Filed as an Exhibit to Registration Statement No. incorporated herein by
reference. 33-68126 on Form S-8 and
(5) Filed as an Exhibit to Report on Form 10-K for 1995 and incorporated
herein by reference. the year ended December 31,
(6) Previously filed.
(7) Filed herewith.
E-1