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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
AS AMENDED
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
$250
[ ] FOR THE FISCAL YEAR ENDED DECEMBER 30, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-6633
FOR BETTER LIVING, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 5-2598411
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13620 LINCOLN WAY, SUITE 380 95603
AUBURN, CA (Zip code)
(Address of principal
executive offices)
AREA CODE (916) 823-9600
(Registrant's telephone number, including area code)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NONE
(Title of Class)
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $.05 PAR VALUE
(Title of Class)
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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
----- -----
Indicate by check mark if 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 to this
Form 10-K. [ ]
The aggregate market value of voting stock held by nonaffiliates as of March
15, 1996 was $4,280,000.
Number of shares outstanding of each of the Registrant's classes of common
stock as of March 15, 1996:
COMMON STOCK, $.05 PAR VALUE--877,816 SHARES
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DOCUMENTS INCORPORATED BY REFERENCE
DOCUMENT IDENTIFICATION REFERENCE INCORPORATED
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Annual Report to Shareholders for the Fiscal Year Ended December 30, 1995 .. Parts I, II, and IV
Proxy Statement for Annual Meeting of Shareholders on May 8, 1996 .......... Part III
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FOR BETTER LIVING, INC.ANNUAL REPORT (FORM 10-K)
FOR THE FISCAL YEAR ENDED DECEMBER 30, 1995
PART I
ITEM 1. BUSINESS
The text appearing under the caption "Business" on page 13 of the
Registrant's Annual Report to Shareholders for the fiscal year ended December
30, 1995 is incorporated herein by reference in accordance with the provisions
of Rule 12b-23.
ITEM 2. PROPERTIES
The following tabulation summarizes the approximate building and land areas
of the principal properties of the Registrant's operations as of December 30,
1995:
SQUARE FT. SQUARE FT.
OF FLOOR ACRES OF OF FLOOR ACRES OF EXPIRATION
LINE OF BUSINESS LOCATION TYPE SPACE LAND SPACE LAND DATE
- --------------------- ----------------------- -------- ------------ ---------- ------------ ---------- ------------
Quikset Organization Irvine, CA Office 14,800 .8
Santa Ana, CA Plant 37,000 42.7 2034
Riverside, CA Plant 92,000 10.0 2003
Livermore, CA Plant 18,000 20.0 1999
San Diego, CA Plant 17,200 7.3 1996
Santa Paula, CA Plant 6,200 18.3 1997
Arlington, TX Plant 33,700
San Antonio, TX Plant 20,300 19.6
Katy, TX Plant 17,600 40.0
El Paso, TX Plant 24,000 20.0
Benton, AR Plant 12,100 15.6
Jonesboro, AR Plant 45,600 10.7 2002
Toccoa, GA Plant 17,100 12.8
Green Cove Springs, FL Plant 2,000 5.1
Magazine publications San Juan Capistrano, CA Office 16,400 1997
General office .......Auburn, CA Office 1,583 1998
All of the above facilities are in good operating condition and adequate for
current business requirements.
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND
RELATED STOCKHOLDER MATTERS
The text and tabular presentation appearing under the caption "Market for the
Registrant's Common Stock and Related Stockholder Matters" on page 14 of the
Registrant's Annual Report to Shareholders for the fiscal year ended December
30, 1995 is incorporated herein by reference in accordance with the provisions
of Rule 12b-23.
ITEM 6. SELECTED FINANCIAL DATA
The tabular presentation appearing under the caption "Selected Financial
Data" on page 15 of the Registrant's Annual Report to Shareholders for the
fiscal year ended December 30, 1995 is incorporated herein by reference in
accordance with the provisions of Rule 12b-23.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The text appearing under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" commencing on page 12 and ending
on page 13 of the Registrant's Annual Report to Shareholders for the fiscal year
ended December 30, 1995 is incorporated herein by reference in accordance with
the provisions of Rule 12b-23.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements and related Notes to Consolidated
Financial Statements and Independent Auditors' Report commencing on page 1 and
ending on page 11 of the Registrant's Annual Report to Shareholders for the
fiscal year ended December 30, 1995 are incorporated herein by reference in
accordance with the provisions of Rule 12b-23.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10-13.
The information required by these items will be included in a definitive
proxy statement pursuant to Regulation 14A filed with the Commission not later
than 120 days after the close of the fiscal year covered by this Report.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A)(1) Financial Statements:
Consolidated Balance Sheets as of December 30, 1995 and December 31, 1994 and
the related Consolidated Statements of Operations, Stockholders' Equity and Cash
Flows for each of the three fiscal years in the period ended December 30, 1995,
Notes to Consolidated Financial Statements and Independent Auditors' Report
commencing on page 1 and ending on page 11 of the Registrant's Annual Report to
Shareholders for the fiscal year ended December 30, 1995 are incorporated herein
by reference. With the exception of the pages referred to in the preceding
sentence and other information specifically incorporated by reference in this
Form 10-K, the Registrant's Annual Report to Shareholders for the fiscal year
ended December 31, 1994 is not deemed filed as a part of this Report.
(2) Financial Statement Schedules:
Independent Auditors' Report on Schedule II Valuation and Qualifying Accounts
for the Fiscal Years Ended December 30, 1995, December 31, 1994 and December 25,
1993. Financial statements and schedules not listed above are omitted because of
the absence of the conditions under which they are required or because the
information, if material, is set forth in the consolidated financial statements
or the notes thereto.
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(3) The following Exhibits are filed as part of this Report: The numbers
refer to the Exhibit Table of Item 601 of Regulation S-K.
3.1 Certificate of Incorporation of the Registrant as Amended October 17, 1994.
3.2 By-Laws of the Registrant, as Amended May 7, 1991.
10.1 Performance Recognition Plan, dated December 25, 1993.(1)
10.2 Performance Share Plan, as Amended May 9, 1990.(1)
10.3 Executive Deferred Compensation Plan. Incorporated by reference to Exhibit 10.2 of
the Registrant's Form 10-K for the year ended December 26, 1987.(1)
10.4 Incentive Bonus Compensation Plan, as Amended September 1980.(1)
10.5 Salary Continuation Plan. Incorporated by reference to Exhibit 5.4.1 of the
Registrant's Form 10-K for the year ended June 30, 1975.(1)
10.6 Loan and Security Agreement, Guarantees and Promissory Notes for loan from The CIT
Group/Equipment Financing, Inc. Incorporated by reference to Exhibit 10 of the
Registrant's Form 10-Q for the period ended March 26, 1994.
10.7 Loan and Security Agreement and Guarantees from the CIT Group/Credit Finance, Inc.
Incorporated by reference to Exhibit 10.2P of the Registrant's Form 10Q-A for the
period ended July 1, 1995.
13 Annual Report to Shareholders for the Fiscal Year Ended December 30, 1995 (parts
not incorporated by reference are furnished for information purposes only and are
not filed herewith).
21 Subsidiaries of the Registrant.
27 Financial Data Schedule
(1) Designates management contracts or compensatory plan arrangements
required to be filed pursuant to Item 14(c) of Form 10-K.
(b) No reports on Form 8-K were filed during the three months ended
December 30, 1995.
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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.
FOR BETTER LIVING, INC.
(Registrant)
Date: April 29, 1996 By: KARL M. STOCKBRIDGE
--------------------- --------------------------------------
Karl M. Stockbridge
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Capacity Date
--------------------- --------------------------------------------- -----------------
RICHARD G. FABIAN Chairman of the Board April 29, 1996
----------------------- (Principal Executive Officer and Director)
Richard G. Fabian
F.G. FABIAN Chairman Emeritus and Director April 29, 1996
-----------------------
F.G. Fabian
WILLIAM S. FARMER Director April 29, 1996
-----------------------
William S. Farmer
DANNA LEWIS-GORDON Director April 29, 1996
-----------------------
Danna Lewis-Gordon
KARL M. STOCKBRIDGE Director April 29, 1996
-----------------------
Karl M. Stockbridge
PETER F. SULLIVAN Director April 29, 1996
-----------------------
Peter F. Sullivan
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INDEPENDENT AUDITORS' REPORT ON SCHEDULE
To the Stockholders and Board of Directors of
For Better Living, Inc.:
We have audited the consolidated financial statements of For Better Living,
Inc. and subsidiaries as of December 30, 1995 and December 31, 1994, and for
each of the three fiscal years in the period ended December 30, 1995, and have
issued our report thereon dated March 15, 1996; such financial statements and
report are included in your 1995 Annual Report to Shareholders and are
incorporated herein by reference. Our audits also included the consolidated
financial statement schedule of For Better Living, Inc. and subsidiaries, listed
in Item 14. This financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, such consolidated financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set forth
therein.
Deloitte & Touche LLP
Costa Mesa, California
March 15, 1996
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SCHEDULE II
FOR BETTER LIVING, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 30, 1995, DECEMBER 31, 1994 AND DECEMBER 25, 1993
(IN THOUSANDS)
1995 1994 1993
------- ------- -------
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Balance at beginning of fiscal year .....................$ 841 $ 570 $ 838
Provision charged to income ............................. 230 424 159
Uncollectible receivables written off, net of recoveries (324) (153) (427)
------- ------- -------
Balance at end of fiscal year ...........................$ 747 $ 841 $ 570
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