EXHIBIT INDEX APPEARS ON PAGE 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED COMMISSION FILE NUMBER AUGUST 31, 1997 I-5960 CONCORD FABRICS INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 13-5673758 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER) INCORPORATION OR ORGANIZATION) 1359 BROADWAY, NEW YORK, NEW YORK 10018 - --------------------------------- ---------------- (ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE) OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (212) 760-0300 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED - ---------------------------------- ------------------- CLASS A COMMON STOCK, PAR VALUE $.50 PER SHARE AMERICAN STOCK EXCHANGE CLASS B COMMON STOCK, PAR VALUE $.50 PER SHARE AMERICAN STOCK EXCHANGE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE 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. YES NO X --- --- AS OF NOVEMBER 11, 1997, 2,209,006 SHARES OF REGISTRANT'S CLASS A COMMON STOCK AND 1,456,101 SHARES OF REGISTRANT'S CLASS B COMMON STOCK WERE OUTSTANDING, AND THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF REGISTRANT WAS $4,480,034. DOCUMENTS INCORPORATED BY REFERENCE DEFINITIVE PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 13, 1998, FILED PURSUANT TO SECTION 14 OF THE SECURITIES EXCHANGE ACT OF 1934, INCORPORATED BY REFERENCE INTO PART III HEREOF. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a) (1) and (2) The following financial statements and schedules are filed as part of this Report. See Item 8 -- Index of Financial Statements and Schedules. (a) (3) Exhibits. *3.1 Delaware Certificate of Incorporation of the Registrant incorporated by reference from Appendix B to Registrant's Proxy Statement dated January 26, 1988. *3.2 Delaware bylaws of the Registrant incorporated by reference from Exhibit 3.2 to Registrant's Annual Report on Form 10-K for the year ended August 28, 1988. *4.1 Note Agreement between Registrant and John Hancock Mutual Life Insurance Company dated November 30, 1994 (the "Note Agreement"), incorporated by reference from exhibit 4.1 to Registrant's Report on Form 8-K dated December 15, 1994. *10.1 Employment Agreement dated August 27, 1992 between Registrant and George Gleitman incorporated by reference from exhibit 10.1 to Registrant's Annual Report on Form 10-K for the year ended August 30, 1992. *10.2 Employment Agreement dated as of March 2, 1994 between Registrant and Earl Kramer, incorporated by reference from exhibit 10.2 to Registrant's annual report on form 10-K for the year ended August 28, 1994. *10.3 Deferred Compensation Agreement dated June 14, 1977, as amended on February 5, 1986 between Registrant and Martin Wolfson incorporated by reference to exhibit 10.5 to Registrant's Annual Report on Form 10-K for the fiscal year ended August 31, 1986. *10.4 Lease Agreement dated August 1, 1994 between 1359 Broadway Associates and Concord Fabrics Inc., incorporated by reference from exhibit 10.4 to Registrant's Annual Report on form 10-K for the year ended August 29, 1994. *10.5 Lease Agreement dated October 1, 1994 between 1359 Broadway Associates and Concord Fabrics Inc., incorporated by reference from exhibit 10.5 to Registrant's Annual Report on form 10-K for the year ended August 28,1994. 22.1 Subsidiaries of the Registrant: Concord FSC Inc.and Trilogy Fabrics Inc. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Eisner & Lubin LLP. (b)* A report on Form 8-K was filed by Registrant on December 6,1996 and is incorporated by reference herein. - ------------------------ *Document is available at Public Reference Section of the Securities and Exchange Commission, Commission File No. 1-5960 . 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. Dated: December 23, 1997 CONCORD FABRICS INC. By: /s/ Earl Kramer --------------------- Earl Kramer President and Director Pursuant to the requirements of the Securities 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 TITLE DATE /s/ Earl Kramer Director, President December 23, 1997 - -------------------------------- (Principal Executive Earl Kramer Officer) /s/ Martin Wolfson Director, Senior Vice December 23, 1997 - ----------------------------- President, Treasurer Martin Wolfson (Principal Financial Officer) /s/ Jeffrey Cohen Controller (Principal December 23, 1997 - ------------------------------- Accounting Officer) Jeffrey Cohen /s/ Alvin Weinstein Director, Chairman of December 23, 1997 - ----------------------------- the Board Alvin Weinstein /s/ David Weinstein Director, President of December 23, 1997 - ---------------------------- Concord House Division David Weinstein _____________________ Director December 23, 1997 George Gleitman _____________________ Director December 23, 1997 Fred Heller /s/ Richard Solar Director December 23, 1997 - -------------------- Richard Solar EXHIBIT INDEX Item Description - ---- ----------- 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Eisner & Lubin LLP - --------