SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended:
March 31, 1996
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or
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from: to
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Commission file number: 33-64142
United States Leather, Inc.
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(Exact name of registrant as specified in its charter)
Wisconsin 13-3503310
- ---------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
1110 N. Old World Third Street, #400, Milwaukee, WI 53203
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 765-1040
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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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Shares Outstanding
Class at September 30, 1995
----------------- ------------------------
Common Stock, 100
$.01 par value
As of March 31, 1996, there was no public market for the Company's common stock.
UNITED STATES LEATHER, INC.
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INDEX
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PAGE
NUMBER
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PART I - FINANCIAL INFORMATION
Item 1 Financial Statements (Unaudited)
Consolidated Condensed Statements of Operations......................3
Consolidated Condensed Balance Sheets................................4
Consolidated Condensed Statements of Cash Flows......................5
Notes to Consolidated Condensed Financial Statements.................6
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations........................8
PART II - OTHER INFORMATION AND SIGNATURES
Item 6 Exhibits and Reports on Form 8-K......................................14
Signatures....................................................................15
2
PART I - FINANCIAL INFORMATION
------------------------------
ITEM I - Financial Statements
-----------------------------
UNITED STATES LEATHER, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Amounts in Thousands, Except Share and Per Share Data)
(Unaudited)
Three Months Ended
March 31,
--------------------
1996 1995
-------- --------
Net sales $ 79,072 $103,820
Cost of sales 67,706 87,784
-------- --------
Gross profit 11,366 16,036
Selling, general and administrative expenses 6,109 6,140
Amortization of intangible assets 915 794
-------- --------
Income from operations 4,342 9,102
Interest expense 4,318 4,496
-------- --------
Income before taxes and extraordinary item 24 4,606
Income tax provision 326 2,052
-------- --------
Net income (loss) before extraordinary item (302) 2,554
Extraordinary item, net of tax - 417
-------- --------
Net income (loss) available for Common Shares $ (302) $ 2,971
========= ========
Per Common Share Data:
Net income per Common Share $ (3,020) $ 29,710
========= ========
Weighted average Common Shares and dilutive
Common Share equivalents outstanding 100 100
========= ========
The accompanying notes are an integral part of these statements.
3
UNITED STATES LEATHER, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Amounts in Thousands, Except Share and Per Share Data)
(Unaudited)
As of As of
March 31, December 31,
Current Assets: 1996 1995
--------- -----------
Cash $ 3,298 $ 4,614
Accounts receivable, less allowances
of $4,177 and $3,924 43,807 44,603
Inventories 75,562 73,886
Prepaid expenses and other 1,441 1,441
Refundable income tax 572 572
-------- --------
Total current assets 124,680 125,116
Property, plant and equipment, net 47,204 48,124
Goodwill, net of amortization of
$22,909 and $22,115 104,074 104,868
Other 7,546 7,886
-------- --------
Total assets $283,504 $285,994
======== ========
Current Liabilities:
Current maturities of long-term debt $ 601 $ 175
Revolving credit facility 29,002 26,610
Payable to bank 4,685 5,025
Accounts payable 9,091 10,367
Accrued liabilities 9,371 13,003
Income taxes payable 1,085 312
Deferred income taxes 4,699 4,699
-------- --------
Total current liabilities 58,534 60,191
Long-term debt, less current maturities 130,514 130,145
Deferred income taxes 7,423 7,423
Other long-term liabilities 6,127 6,970
Stockholder's Equity:
Preferred Stock, $.01 par value -
5,000,000 shares authorized, no shares
issued - -
Common Shares:
Common Stock, voting, $.01 par value -
35,000,000 shares
authorized, 100 shares issued 1 1
Additional paid-in-capital 92,344 92,344
Cumulative translation adjustment (199) (192)
Accumulated deficit (11,240) (10,888)
-------- --------
Total Stockholder's equity 80,906 81,265
-------- --------
Total libilities and
stockholder's equity $283,504 $285,994
======== ========
The accompanying notes are an integral part of these balance sheets
4
UNITED STATES LEATHER, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Amounts in Thousands, Except Share and Per Share Data)
(Unaudited)
For the three months ended
March 31,
------------------------
1996 1995
--------- ---------
Cash Flows from Operating Activities:
Net (loss) income $ (302) $ 2,971
Adjustments to reconcile net income to
net cash provided
by operating activities:
Depreciation and amortization 2,764 2,451
Extraordinary item - (417)
Noncash interest expense 359 366
Change in assets and liabilities,
net of effect of acquisition:
Accounts receivable 796 (2,821)
Inventories (1,676) 4,300
Prepaid expenses and other 1 113
Accounts payable (1,276) (3,926)
Accrued liabilities (3,632) (1,078)
Income taxes payable 773 1,605
Other long-term liabilities (54) (1,182)
-------- --------
Net cash provided by
operating activities (2,247) 2,382
-------- --------
Cash Flows from Investing Activities
Capital expenditures (928) (2,085)
Acquisition of A.R. Clarke & Co.,
Limited - (4,725)
Purchase of software license (116) -
-------- --------
Net cash used in investing
activities (1,044) (6,810)
-------- --------
Cash Flows from Financing Activities:
Payments of revolving credit
facility (23,626) (24,435)
Borrowings under revolving credit
facility 26,018 31,117
Net change in payable to bank (340) 522
Purchase of senior notes - (3,280)
Payment of long-term debt (20) (51)
Payment of common stock dividend (50) -
-------- --------
Net cash provided (used) by
financing activities 1,982 3,873
-------- --------
Effect of Exchange Rate Changes on Cash (7) (31)
-------- --------
Net increase in cash (1,316) (586)
Cash, beginning of period 4,614 4,216
-------- --------
Cash, end of period $ 3,298 $ 3,630
======== ========
Supplemental cash flow disclosures:
Interest paid $ 7,344 $ 7,561
Income taxes paid $ 717 $ 1,481
The accompanying notes are an integral part of these statements.
5
UNITED STATES LEATHER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
(1) BASIS OF PRESENTATION:
The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance with the rules and regulations of the Securities and
Exchange Commission. In the opinion of management, all required disclosures have
been presented and all necessary adjustments (consisting only of normal
recurring adjustments) have been included to fairly present the results of
operations, financial position and cash flows of United States Leather, Inc.
(the "Company"). These consolidated condensed financial statements should be
read in conjunction with the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995.
(2) NET INCOME PER COMMON SHARE:
Net income per Common Share is calculated by dividing net income available for
Common Shares by the weighted average of Common Shares and dilutive Common Share
equivalents outstanding during the period.
(3) INVENTORIES:
Inventories consist of the following:
March 31, December 31,
1996 1995
--------- ------------
At lower of cost, using the first-in, first-out (FIFO)
cost method or market:
Raw materials and supplies $17,207 $18,367
Work in process 33,148 32,549
Finished goods 31,053 29,716
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Total FIFO inventories 81,408 80,632
Difference between FIFO and LIFO cost
of inventories (5,846) (6,746)
------- -------
Total LIFO inventories $75,562 $73,886
======= =======
6
UNITED STATES LEATHER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONT'D)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
(4) REPURCHASE OF SENIOR NOTES
The Company repurchased Senior Notes with a face value of $4.0 million during
the first quarter of 1995, resulting in an extraordinary gain of approximately
$0.4 million, net of tax. The Company may repurchase additional Senior Notes
through privately negotiated open market purchases, to the extent it deems it
advantageous to do so.
(5) PURCHASE OF A.R. CLARKE & CO., LIMITED
On January 30, 1995, the Company purchased substantially all of the non-cash
assets of A.R. Clarke & Co., Limited of Toronto, Canada for approximately $4.9
million, plus the assumption of certain liabilities approximating $0.8 million.
This acquisition was accounted for under the purchase method of accounting.
There was not a material amount of goodwill arising out of the acquisition. The
purchase was financed through borrowings under the Revolving Credit Facility,
which was amended and restated in the first quarter of 1995 to accommodate the
acquisition.
(6) SUBSEQUENT EVENT - 1996 HOLDINGS RECAPITALIZATION
On April 9, 1996, a series of transactions were completed with the consent of
the Company which resulted in a change in the ultimate ownership of the Company
from U.S. Leather Holdings, Inc. ("Holdings") to Leather U.S., Inc. (the "New
Holding Company"). Holdings had been in default under its senior debentures (the
"Holdings Debentures") due to the noncompliance by Holdings of a financial
covenant contained in the Holdings Debentures as of December 31, 1995.
The Holders of the Holdings Debentures foreclosed, with Holdings consent, on
their security which was the stock of Holdings' direct subsidiary, United States
Leather Holdings, Inc. ("Sub-Holdings"), the immediate parent of the Company.
Such foreclosure resulted in the satisfaction and cancellation of the Holdings
Debentures. The covenant default, and the subsequent consensual foreclosure, did
not constitute a default or a change in control under the terms of the Company's
existing public or bank debt.
Such foreclosure resulted in the elimination of any ownership in the Company by
Bear Stearns Acquisition Corp. VII, the majority shareholder of Holdings, and
vested complete ultimate share ownership in the Company in affiliates of The
Equitable Life Assurance Society of the United States ("Equitable"), among
others. The nominees of Bear Stearns Acquisition Corp. VII have resigned from
the Board of Directors of the Company and have been replaced by nominees of the
New Holding Company.
7
Item 2 - Management's Discussion and Analysis
of Financial Condition and Results of Operations
RESULTS OF OPERATIONS
- ---------------------
The following table sets forth certain consolidated income statement data of the
Company as a percentage of net sales for the periods indicated.
Percentage of Net Sales
Three Months Ended March 31,
----------------------------
1996 1995
Net Sales 100.0% 100.0%
Cost of goods sold 85.6 84.6
----- -----
Gross Profit 14.4 15.4
Selling, general & administrative 7.7 5.9
Amortization of intangible assets 1.2 0.7
----- -----
Income from operations 5.5 8.8
Interest expense 5.5 4.4
----- -----
Income before taxes
and extraordinary item 0.0 4.4
Income tax provision 0.4 1.9
----- -----
Net income before extraordinary item (0.4) 2.5
Extraordinary item, net of tax - 0.4
----- -----
Net income (0.4%) 2.9%
===== =====
RESULTS OF OPERATIONS - THREE MONTH PERIOD
ENDED MARCH 31, 1996
The following table sets forth net sales and gross profit, and gross profit as a
percentage of net sales, for each of the Company's operating divisions for the
periods indicated.
Three Months Ended
-------------------------------------------------
March 31, 1996 March 31, 1995
----------------------- -----------------------
Net Gross Net Gross
Sales Profit % Sales Profit %
----- ------ ------ ------ ------ ------
Lackawanna $32.9 $ 4.5 13.7 $ 42.9 $ 6.2 14.5%
Pfister & Vogel 22.8 3.8 16.7 30.6 5.4 17.6
Gebhardt 15.7 2.2 14.0 20.4 3.7 18.1
A.R. Clarke 4.3 0.6 14.0 4.3 0.6 14.0
USL Trading 3.4 0.3 8.9 5.6 0.1 1.8
----- ----- ---- ------ ----- ----
Total $79.1 $11.4 14.4% $103.8 $16.0 15.4%
8
NET SALES
- ---------
The Company had first quarter 1996 sales of $79.1 million as compared to $103.8
million in the first quarter of 1995, a decrease of $24.7 million, or 23.8%.
Finished leather sales decreased from $91.7 million in the first quarter of 1995
to $70.9 million in the first quarter of 1996, a decrease of $20.8 million or
22.7%. This reduction was principally the result of an 18% reduction in the
square footage of finished leather sold as well as lower selling prices. While
the square footage of finished leather sold in the first quarter of 1996 was
substantially below the same period last year, the square footage of finished
leather sold in the first quarter of 1996 was flat as compared to the fourth
quarter of 1995 and increased 5% as compared to the third quarter of 1995. By-
product and other sales decreased to $8.2 million in the first quarter of 1996
from $12.1 million in the first quarter of 1995, primarily due to reduced
trading activity, lower selling prices and the reduced amount of by-product
material available due to lower finished leather sales. Sales of finished
leather accounted for 89.7% of the Company's net sales in the first quarter of
1996 as compared to 88.4% in the first quarter of 1995.
Lackawanna's sales decreased $10.0 million, or 23.4%, to $32.9 million in the
first quarter of 1996 as compared to $42.9 million in the first quarter of 1995,
due primarily to lower finished leather sales. Finished leather sales decreased
due to reduced shipments to the U.S. and European furniture industries as well
as lower average selling prices, partially offset by increased shipments to the
automotive industry. Based on recent performance, the Company is reviewing its
European furniture business strategy. Management believes that the severe
1995/1996 winter had a negative effect on first quarter furniture shipments.
Overall, the square footage of finished leather declined by 23.4%. Management
expects the reduced Lackawanna shipment levels to continue at least through a
portion of the next quarter.
Pfister & Vogel's sales decreased $7.8 million, or 25.5%, to $22.8 million in
the first quarter of 1996 as compared to $30.6 million in the first quarter of
1995. This decrease was the result of both lower finished leather sales and
lower by-product sales. Finished leather sales decreased by $6.1 million in the
first quarter of 1996 as compared to the same period last year, due to a
decrease in square footage sold of 15.1% and lower average sales prices. By-
products sales were $1.7 million below a year ago due to lower sales prices on
splits and reduced finished leather volumes.
A.L. Gebhardt's sales decreased $4.7 million, or 23.1%, to $15.7 million in the
first quarter of 1996, as compared to $20.4 million in the first quarter of
1995, due primarily to lower finished leather sales. Finished leather sales
decreased by $4.3 million in the first quarter of 1996 as compared to the same
period last year, due primarily to a 14.8% decrease in square footage sold and
reduced average sales prices. Lower hide prices were partially behind the
reduced average selling prices.
A.R. Clarke had net sales of $4.3 million during the first quarter of 1996 as
compared to $4.3 million during the first quarter of 1995 (note: A.R. Clarke was
acquired as of January 30, 1995).
The USL Trading division recorded net sales of $3.4 million in the first quarter
of 1996, which was a decrease of $2.2 million over the first quarter of 1995.
Over the near term, the Company expects similar levels of trading sales.
9
GROSS PROFIT
- ------------
The Company's gross profit in the first quarter of 1996 was $11.4 million as
compared to $16.0 million in the first quarter of 1995, a decrease of $4.6
million or 28.8%. The decrease was principally the result of reduced unit
finished leather sales volume, increased unit manufacturing conversion costs and
lower selling prices, partially offset by reduced hide prices. The increased
unit manufacturing conversion costs were in part the result of the reduction in
finished leather units. The average price of domestic hide purchase commitments
made during the first quarter of 1996 was approximately 24% lower that the
average price of such commitments made during the first quarter of 1995. As a
result of the downward trend in hide prices the LIFO revaluation in the first
quarter of 1995 resulted in a $0.9 million credit to operations, as compared to
a $0.6 million charge to operations during the first quarter of 1995. As a
percentage of sales, the gross profit margin percentage decreased from 15.4% in
the first quarter of 1995 to 14.4% in the first quarter of 1996.
Lackawanna's gross profit decreased by $1.7 million or 27.5%, in the first
quarter of 1996 as compared to the first quarter of 1995 due to the reduced
sales volume and increased unit manufacturing conversion costs, partially offset
by reduced hide prices. As a percentage of sales, Lackawanna's gross profit
margin declined from 14.5% in the first quarter of 1995 to 13.7% in the first
quarter of 1996. Pfister & Vogel's gross profit decreased by $1.6 million, or
29.7%, and its gross margin declined from 17.6% in the first quarter of 1995 to
16.7% in the first quarter of 1996. This decline was principally the result of
reduced finished leather sales, increased unit conversion costs and lower sales
prices. Gebhardt's gross profit decreased from $3.7 million in the first quarter
of 1995 to $2.2 million in the first quarter of 1996, a decrease of 40.6%. This
decline was principally the result of reduced finished leather sales, lower
average sales prices and increased unit manufacturing conversion costs.
Gebhardt's gross profit margin decreased from 18.1% in the first quarter of 1995
to 14.0% in the first quarter of 1996. A.R. Clarke's gross profit increased
slightly during the first quarter of 1996.
The increased unit manufacturing conversion costs at the various United States
Leather, Inc. divisions, in the first quarter of 1996 as compared to the same
period last year, were in part the result of the reduction in the square footage
of finished leather produced.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
- --------------------------------------------
Selling, general and administrative expenses were unchanged at $6.1 million in
both the first quarter of 1996 and the first quarter of 1995.
INTEREST EXPENSE
- ----------------
Interest expense during the first quarter of 1996 was $4.3 million as compared
to $4.5 million in the first quarter of 1995, a decrease of $0.2 million. The
decrease was principally the result of reduced average borrowings.
10
INCOME BEFORE PROVISION FOR INCOME TAXES
- ----------------------------------------
The Company's income before provision for income taxes was approximately twenty-
four thousand dollars in the first quarter of 1996 as compared to income of $4.6
million in the first quarter of 1995. This decrease was principally the result
of lower sales volume and lower gross margins.
INCOME TAX PROVISION
- --------------------
The Company's tax provision was $0.3 million for the first quarter of 1996 as
compared with $2.1 million for the first quarter of 1995. After adjusting income
before provision for income taxes and extraordinary items for non-deductible
amortization of goodwill, the effective tax rate was 40% during the first
quarter of 1996 as compared to 38% for the first quarter of 1995.
NET INCOME BEFORE EXTRAORDINARY ITEM
- ------------------------------------
Due to the factors described above the Company had a net loss of $0.3 million in
the first quarter of 1995, as compared to net income before extraordinary gain
of $2.6 million in the first quarter of 1995.
EXTRAORDINARY ITEM
- ------------------
The Company had an extraordinary gain of $0.4 million in the first quarter of
1995 related to the repurchase of its 10.25% senior notes due 2003 having a face
value of $4.0 million.
NET INCOME
- ----------
Due to the factors described above the Company had a net loss of $0.3 million in
the first quarter of 1995 as compared to net income of $3.0 million in the first
quarter of 1995
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
During the first three months of 1996 the Company's operations generated
earnings before interest, taxes, depreciation and amortization of $7.1 million
and its interest expense was $4.3 million as compared to $11.6 million and $4.5
million respectively for the first three months of 1995,
Net cash used by operations was $3.0 million during the first three months of
1996 as compared to $2.4 million of cash provided during the same period in
1995. The difference of $5.4 million was primarily due to reduced earnings, as
well as an increase in inventories in the first quarter of 1996 as compared to a
reduction in inventories during the first quarter of 1995.
Capital expenditures totaled $0.9 million in the first three months of 1996, a
decrease of $1.2 million as compared to the same period in 1995. This difference
is primarily attributable to the timing of 1996 capital expenditures.
11
The Company repurchased Senior Notes with a face value of $4 million during the
first quarter of 1995, which resulted in an extraordinary gain of approximately
$0.4 million, net of tax. The Company may repurchase additional Senior Notes
through privately negotiated open market purchases, to the extent it deems it
advantageous to do so.
On January 30, 1995, the Company purchased substantially all of the non-cash
assets of A.R. Clarke & Co., Limited of Toronto, Canada for approximately $4.9
million in cash, plus the assumption of certain liabilities approximating $0.8
million. This acquisition was accounted for under the purchase method of
accounting. There was not a material amount of goodwill arising out of the
acquisition. The purchase was financed through borrowings under the Revolving
Credit Facility, which was amended and restated in the first quarter of 1995 to
accommodate the acquisition.
In accordance with the Debenture Exchange Agreement between Holdings and the
holders of the Holdings Debentures, the Company made no payments of cash
dividends on its common stock during the first quarter of either 1996 or 1995
other than for reimbursement of fifty thousand dollars of expenses as permitted
under the Revolving Credit Agreement. Since the Debentures and the related
Debenture Exchange Agreement were extinguished on April 9, 1996, and as a result
of the 1996 Holdings recapitalization, the Company has no obligation to pay
further dividends on its common stock.
At March 31, 1996, the Company's outstanding indebtedness was $160.1 million,
comprised primarily of $130.0 million principal amount of Senior Notes and
borrowings under the Revolving Credit Facility. The notes mature in July, 2003,
at which time $130.0 million becomes due. The Revolving Credit Facility is a
$65.0 million facility maturing in 1997. At March 31, 1996 the Company had
approximately $34.0 million available under the Revolving Credit Facility, after
deducting outstanding borrowings and letters of credit issued thereunder.
As a result of covenants modifications made effective as of December 31, 1995,
the Company was in compliance with all financial covenants in the Revolving
Credit Facility as of March 31, 1996. While the Company is in compliance with
all of the Revolving Credit financial covenants at the end of the first quarter,
it is likely that it will need additional covenant modifications during 1996,
and it has initiated discussions with its lenders in this regard. Although no
assurance can be given, the Company believes it will be able to obtain
additional modifications if it is necessary to do so.
The Company believes that its cash flow provided from operations and borrowings
available under the Revolving Credit Facility will be sufficient to meet its
working capital needs, anticipated capital expenditures and acquisitions,
dividend requirements and debt service requirements over the next twelve months.
SUBSEQUENT EVENT - 1996 HOLDINGS RECAPITALIZATION
On April 9, 1996, a series of transactions were completed with the consent of
the Company which resulted in a change in the ultimate ownership of the Company
from U.S. Leather Holdings, Inc. ("Holdings") to Leather U.S., Inc. (the "New
Holding Company"). Holdings had been in default under its senior debentures (the
"Holdings Debentures") due to the noncompliance by Holdings of a financial
covenant contained in the Holdings Debentures as of December 31, 1995.
12
The Holders of the Holdings Debentures foreclosed, with Holdings consent, on
their security which was the stock of Holdings' direct subsidiary, United States
Leather Holdings, Inc. ("Sub-Holdings"), the immediate parent of the Company.
Such foreclosure resulted in the satisfaction and cancellation of the Holdings
Debentures. The convenient default, and the subsequent consensual foreclosure,
did not constitute a default or a change in control under the terms of the
Company's existing public or bank debt.
Such foreclosure resulted in the elimination of any ownership in the Company by
Bear Stearns Acquisition Corp. VII, the majority shareholder of Holdings, and
vested complete ultimate share ownership in the Company in affiliates of The
Equitable Life Assurance Society of the United States ("Equitable"), among
others. The nominees of Bear Stearns Acquisition Corp. VII have resigned from
the Board of Directors of the Company and have been replaced by nominees of the
New Holding Company.
OTHER MATTERS
A new 24 month labor agreement was negotiated covering approximately 100 A.R.
Clarke employees, effective February 1, 1996, with an expiration of January 31,
1998. The Company is continuing negotiations with the national union
representing its' Pfister and Vogel employees. Although no assurance can be
given, the Company does not anticipate any work stoppages as a result of these
negotiations. The Company continues to believe its relations with its employees
are good.
13
PART II - OTHER INFORMATION
---------------------------
Item 6 - Exhibits and Reports on Form 8-K
- ------ --------------------------------
(a) Exhibits:
The following exhibits which were filed as part of the 8-K dated April
9, 1996 as filed with the Securities and Exchange Commission on April
24, 1996 are incorporated herein by reference:
Exhibit Exhibit
Number Title
- ------ -----
10.13 Renunciation, Acknowledgment and Confirmation of Foreclosure dated
April 9, 1996, by and among U.S. Leather Holdings, Inc., the
lenders signatories hereto, Leather U.S., Inc. and State Street
Bank and Trust Company of Connecticut, National Association.
10.14 Notice of Foreclosure Under (S)9-505 dated April 9, 1996, by and
among U.S. Leather Holdings, Inc. and State Street Bank and Trust
Company of Connecticut, National Association.
10.15 Indemnity Agreement dated April 9, 1996, made by United States
Leather, Inc. in favor of U.S. Leather Holdings, Inc. and its
direct and indirect shareholders and affiliates, and their
respective officers, directors, shareholders, agents, attorneys
and employees.
10.16 Tripartite Agreement dated as of April 9, 1996, by and among
Leather, U.S. Inc., United States Leather Holdings, Inc. and
United States Leather, Inc.
10.17 Letter Agreement dated April 9, 1996, by and among U.S. Leather
Holdings, Inc., The Equitable Life Assurance Society of the United
States, and its affiliates, and Mellon Bank, N.A., as Trustee for
First Plaza Group Trust.
20 Press Release dated April 10, 1996.
(b) Reports on Form 8-K: Form 8-K dated as of April 9, 1996 as filed with the
Securities and Exchange Commission on April 24, 1996 which is incorporated
herein by reference.
14
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.
United States Leather, Inc.
------------------------------------------
(Registrant)
Date: May 9, 1996
------------------------------------------
Robert A. Hale
Chief Financial Officer
(Signing on behalf of the Registrant
and as Chief Financial Officer)
15