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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED APRIL 30, 1996
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-22502
NATIONAL PICTURE & FRAME COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 36-3832862
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1500 COMMERCE STREET, GREENWOOD, MS 38930
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (601) 453-6686
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SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS)
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 the 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. /X/
The aggregate market value of voting stock held by non-affiliates of the
registrant as of July 3, 1996 was approximately $23,449,000.
As of July 3, 1996, the Registrant had 4,961,249 shares of Common Stock
outstanding.
Documents Incorporated by Reference
Portions of the Registrant's Annual Report to stockholders for the fiscal
year ended April 30, 1996 are incorporated by reference in Part II and portions
of the Proxy Statement to be mailed to stockholders on or about July 26, 1996
for the Annual Meeting to be held on August 19, 1996 are incorporated by
reference in Part III.
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Exhibit Index on Sequentially Numbered Page Page 1 of
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PART I
ITEM 1. BUSINESS
GENERAL
The National Picture & Frame Company (the "Company") designs, manufactures
and markets a wide variety of picture frames, framed mirrors, framed art and
other items for home decor for sale primarily through major mass merchant
retailers. Principal customers of the Company in this retail channel include
discount stores such as Wal-Mart, Target, Caldor and K-Mart; warehouse clubs
such as Price/Costco and BJ's; variety stores such as Dollar General, Family
Dollar, Michael's and Fred's; and home centers such as Home Base, Builders'
Square, Lowes and Frank's Nursery. The Company's product lines currently include
over 1,200 stock-keeping units ("SKUs") and are offered in approximately 12,000
retail stores in North America. Sales of the Company's picture frames, which
include photo frames, portrait frames and document frames, accounted for
approximately 68% of the Company's net sales for fiscal 1996. On April 24, 1996,
the Company, through its subsidiary, acquired 100% of the outstanding common
stock of Universal Cork, Inc. ("Universal") for approximately $2.4 million.
Universal manufactures framed cork, dry erase and chalk boards as well as other
cork-based products.
BUSINESS STRATEGY
The Company's strategy is to be the leading supplier of photo frames, board
products and related home decor products to the major discount stores, warehouse
clubs, variety stores and home centers. The Company believes that the following
factors are of principal importance to its ability to successfully implement
this business strategy.
Overall Price/Value Product Strategy. The Company provides mass merchants
with quality products in styles similar in many cases to those found at higher
prices in department stores and specialty retailers. The Company has
traditionally utilized this approach and continues to sell basic document
frames, wood portrait frames, fashion photo frames, and, with the acquisition of
Universal, framed cork boards, dry erase boards and chalk boards, at prices
significantly below those for comparable-looking frames and board products found
in department stores and specialty retailers.
Focus on Mass Merchant Trade Channel. The Company focuses on sales to
discount stores such as Wal-Mart, Target and K-Mart; warehouse clubs such as
Price/Costco and BJ's; variety stores such as Dollar General, Family Dollar,
Fred's and Michael's; and home centers such as Home Base, Builders' Square,
Lowes and Frank's Nursery. Such mass merchants participate in one of the fastest
growing segments of the retailing industry. In addition, the Company believes
that it is one of a limited number of frame manufacturers with the manufacturing
capability to consistently fill the large orders for a variety of frames placed
by these mass merchants in a timely and efficient manner. By focusing on filling
such large orders, the Company makes relatively long production runs, thereby
reducing its costs of production by minimizing setup and retooling periods.
Focus on Product Introduction and Design. The Company's customers
continually demand new products and designs and the Company's ability to
introduce these new products and designs has been a significant factor in the
Company's success and growth. The Company's newest products include cork boards
and other cork products, dry erase boards and chalk boards. To broaden consumer
appeal for its products and the breadth of its product line, the Company
continuously expands styles, designs and colors. The Company's ability to
hot-stamp mylar foil and/or glue paper tape onto its plastic and wood frames to
create various decorative finishes offers a number of benefits, including the
ability to produce quickly new designs and styles by replacing the type of foil
or paper adhered to the frame. In addition, the Company has established
packaging and display methods which enhance the appeal and accessibility of its
products in high traffic areas, including corrugated pallet displays and endcap
displays.
Customer Service. The Company works closely with its customers to be a
quick response supplier and to ensure shipment of its products in a timely and
efficient manner. To facilitate the processing of customer orders, the Company
uses an Electronic Data Interchange (EDI) order entry system which allows
customers
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to order products electronically, using computers and telephone lines to
transmit data. Unlike many of its competitors, the Company does not employ an
"in-the-field" work force to perform restocking and reordering functions for its
customers. This allows the Company to further reduce its overhead expenses.
Virtually all of the Company's products are manufactured in the United States.
Management believes this enhances the consumer appeal of its products in the
mass merchant trade channel and better enables it to introduce products on a
timely basis and to respond to short term delivery schedules. Members of the
Company's top management deal directly with all of the Company's key accounts.
Low Cost Production/Vertical Integration. The Company's average unit costs
of production have declined significantly in recent years as a result of
improvements in production efficiencies, volume discounts currently obtained for
raw materials, improved fixed overhead absorption and other economies of scale.
The Company is a vertically integrated picture frame manufacturer; the Company
extrudes most of the plastic molding used for its plastic frames and produces
much of its own wood molding for its wood frames. Management believes that this
results in a cost advantage over competitors who outsource all of their plastic
molding and wood molding. This integration, coupled with high volume production,
also enables the Company to reduce start up costs and time schedules and produce
quality frames at low cost. In addition, the Company is able to respond quickly
to changing fashions and special order requests. The Company's strategy is to
remain a low cost producer by improving production techniques, maintaining
efficient purchasing methods and designing specialized tooling. Management
believes that Universal is a low cost supplier in its field and will comprise
another core product group where Management believes it can compete with
attractive margins and fashion products as well as give the Company expanded
entry into the home improvement and hardware store channels of distribution.
SALES AND MARKETING
For fiscal year 1996, a majority of the Company's revenues were from sales
made by a nationwide network of 23 independent manufacturers' representative
organizations with the balance (consisting of revenues from sales to Wal-Mart
and Sam's Club) handled directly by the Company's executive officers. The
Company maintains direct relationships with all of its customers, including
those handled by independent manufacturers' organizations. The manufacturers'
representatives are paid solely on a commission basis, are not dedicated solely
to the Company and do not carry the Company's products exclusively. The Company
does not consider itself dependent on any specific manufacturers' representative
organization for any of its major customers. The five largest manufacturers'
representatives (in terms of Company sales) have sold the Company's products for
an average of 9 years.
The Company utilizes promotional programs consisting of corrugated pallet
displays, endcap displays, and other displays that can be set-up in high-volume,
high-traffic areas outside of the normal frame departments of the Company's
customers. These promotional displays have the added benefit that a retailer can
test the Company's products without modifying its existing shelf space
allocations. In many instances, promotional sales to certain retailers have led
to the allocation by those retailers of shelf space in their normal frame
departments for the Company's products. In addition, depending upon the needs of
the retailer, the Company often customizes the face paper shown in the picture
frames to the retailer's specifications.
Virtually all of the Company's products are manufactured in the United
States. By manufacturing its products in the United States, the Company is
better able to respond to market trends quickly and to provide timely delivery
of products to its customers. In addition, the Company believes that it benefits
from the goodwill American consumers tend to associate with American made
products. The Company prominently displays the "Made in U.S.A." mark on its
products and packages. The Company's products are marketed primarily on price
and quality and generally not under any trade name.
CUSTOMERS
The Company sells its products primarily through discount stores such as
Wal-Mart, Target and Caldor; warehouse clubs such as Price/Costco and BJ's;
variety stores such as Dollar General, Family Dollar, Fred's and Michael's; and
home centers such as Home Base, Builders' Square, Lowes and Frank's Nursery. The
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Company has over 300 active customers in the United States and Canada, and its
products are currently stocked in over 12,000 individual retail stores. In
fiscal year 1996, Wal-Mart accounted for approximately 38% of the Company's net
sales. Dollar General accounted for approximately 10% of the Company's net sales
in fiscal year 1996. Wal-Mart and Dollar General have been customers of the
Company for approximately 15 years. The loss of these customers or a significant
portion of their business could have a material adverse effect on the Company.
MANUFACTURING AND SOURCING
The Company's frames are manufactured from plastic, wood and metal. The
Company extrudes its own molding for most of its plastic frames and purchases
some extruded plastic molding from domestic and overseas suppliers. Foil is
typically hot-stamped over plastic molding strips to create fashion looks such
as the Company's Floral and Marble Series. The molding is then cut and joined to
form a frame. While some wood molding is purchased from domestic and overseas
suppliers, the majority of wood molding used on the Company's frames is
manufactured by the Company. The wood frame manufacturing process begins with
feeding a strip of raw lumber through a saw that cuts the strip into molding.
This molding is generally sanded, stained and lacquered. Then, in the case of
many frames, a layer of paper and/or foil may be attached. The wood molding is
then cut and joined to form a frame. The Company purchases mylar-coated slit
steel for its metal frames. The steel is roll-formed, notched and joined to
create the metal frame.
After the frame is formed of plastic, wood, metal or cork, it is filled
with pre-cut glass, face paper, and backing. In some instances, a decorative
matting is added. Finally, the frames are boxed and shipped.
Framed cork, dry erase and chalk boards are manufactured using purchased
premitered pieces of channel molding which are assembled and joined around
sheets of laminated cork material, chalk boards or dry erase board, and then
packaged and shipped. The Company purchases the dry erase and chalk board
material from overseas suppliers; cork boards are manufactured by laminating a
piece of composition cork material (purchased from domestic importers or
overseas suppliers) onto a sheet of fiberboard, then die cut to size for use in
a framed product or sale as a finished product.
The major raw materials purchased by the Company are lumber, polystyrene,
pre-cut glass, pre-cut unframed mirrors, metal coils, cardboard and chipboard.
Most of the Company's raw materials are commodity items which are readily
available from a variety of sources. The Company uses multiple sources for its
raw materials with the exception of polystyrene, for which it has just-in-time
supply arrangements. Most raw materials are obtained from both domestic and
overseas sources. Since the acquisition of Universal, the Company also uses
composition cork, chalk board material, dry erase board material, fiberboard and
pre-mitered channel molding, most of which are purchased from overseas
suppliers. The Company has no long term supply arrangements for any of these raw
materials; Management believes the sources of supply to be adequate for each of
these materials. The Company has not experienced any unique problems obtaining
raw materials from its suppliers.
COMPETITION
The market for picture frames, framed mirrors and framed art is highly
competitive and the Company faces competition from a number of sources in each
of its product lines. There are no significant technological or manufacturing
barriers to entry in the frame businesses. Intercraft (a subsidiary of Newell
Co.) is the largest manufacturer of picture frames. Certain of the Company's
competitors are owned by large consumer products companies which may be able to
offer customers marketing programs tied to other products and certain
competitors may have greater financial resources than the Company. Competition
is based on price, quality, customer service and style. In addition, a number of
the Company's competitors produce their products offshore where labor rates can
be substantially lower than in the United States. The Company believes that its
low cost and high quality products, design capabilities, reputation for timely
delivery and quality customer service enable it to compete effectively.
Management believes the corkboard and other cork based product markets are
not dominated by any one large competitor. Universal has been able to compete
effectively with larger companies involved in similar
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businesses because of its position as a low cost producer. The Company's
acquisition of Universal will add another core product category which Management
believes will enhance the ability of each of the Company and Universal to
compete effectively in their respective markets.
EMPLOYEES
As of April 30, 1996, the Company had 611 full-time employees consisting of
13 sales and marketing employees, 18 in administration and 580 engaged in
manufacturing and assembling. During peak production seasons, the Company
employs approximately 699 employees for manufacture and assembly. Approximately
85% of the Company's employees are represented by the United Brotherhood of
Carpenters and Joiners of America. The Company believes that its relations with
its employees are good. The Company has never suffered a work stoppage or
slowdown.
ENVIRONMENTAL
The Company is subject to various federal, state and local environmental
laws and regulations relating to the handling and management of certain
chemicals used and generated in manufacturing frames. The Company believes that
its operations currently comply in all material respects with these laws and
regulations. Based on the annual costs incurred by the Company over the past
several years, management does not believe that compliance with these laws and
regulations will have a material adverse effect upon the Company's capital
expenditures, earnings or competitive position. The Company believes, however,
that it is reasonably likely that the trend towards stricter environmental
regulation will continue. Such changes in applicable environmental regulations
may require the Company to make additional capital expenditures which, while not
presently estimable with certainty, presently are not expected to have a
material adverse effect on the Company's results of operations or financial
position.
PROPRIETARY RIGHTS
Prior to its acquisition of Universal, the Company did not own any patents,
registered trademarks or registered service marks. In connection with its
acquisition of Universal, the Company acquired three registered trademarks: (i)
"Accent Boards" which is used to designate a specific type of framing for a
series of boards, (ii) "Handi-Cork" which is used for a brand of composition
cork sheets and prepackaged rolls, and (iii) "Notesters" which is used for a
type of small board with a double writing surface which uses dry erase or wet
erase pens.
ITEM 2. PROPERTIES
The Company occupies 461,000 square feet of manufacturing, warehouse and
office space in its two facilities in Greenwood, Mississippi and approximately
42,690 square feet of manufacturing space in its two facilities in Maple
Heights, Ohio. The Greenwood, Mississippi facilities consist of a plastics/metal
plant and a woodworking plant adjoining the Company's corporate headquarters.
The Maple Heights, Ohio facilities consist of Universal's office, manufacturing,
warehouse and distribution facilities.
The woodworking facility is leased by the City of Greenwood from Leflore
County under a 99 year lease which expires in the year 2046. The City of
Greenwood subleases the site to the Company for $600 per year. The Company may
purchase the City's rights in this site (i.e., the remainder of the 99 year
lease from the County) for $10,000; however, if the Company does so, the site
will no longer be exempt from municipal property taxes.
The plastics and metal plant is owned by the City of Greenwood and leased
to the Company under a 20 year lease which expires in 2015 for $1,250 per year.
The Company may renew the lease on the present terms for two additional 20 year
periods and one 14 year period. In addition, the Company may purchase the
property for $17,500 at the end of the present term or during any renewal term;
however, that purchase would result in the loss of the present municipal
property tax exemption for this site.
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The Maple Heights, Ohio locations are each owned by Dunham Road Associates
Limited Partnership and leased to Universal. In conjunction with its acquisition
of Universal, the Company assumed two Universal operating leases covering real
property used by Universal in their Maple Heights, Ohio operations, which
operations are being relocated to Greenwood, Mississippi. These two leases
require aggregate annual rents of $128,000 in fiscal years 1997 through 1999 and
$60,000 in fiscal 2000. Management is currently negotiating a sub-lease, or
alternatively, an early release from these lease agreements.
ITEM 3. LEGAL PROCEEDINGS.
The Company is a defendant from time to time in lawsuits incidental to its
business. The Company believes that currently pending proceedings are of a
routine nature and will not, individually or in the aggregate, have a material
adverse effect upon the Company.
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 SECURITY HOLDER
MATTERS.
The information contained under the caption "Stock Listing and Price Range"
in the Company's Annual Report to Stockholders for the fiscal year ended April
30, 1996 (the "Annual Report") on page 28 is hereby incorporated by reference
and made a part of this report.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA.
The selected financial data for the Company as of and for the fiscal years
ended 1996, 1995 and 1994 and the nine month period ended April 30, 1993 and the
financial data for the Company's predecessor for the 3 month period ended July
31, 1992 and the fiscal year ended April 30, 1992 set forth in the Annual Report
on page 16 under the caption "Selected Consolidated Financial Data" is
incorporated by reference and made part of this Form 10-K report. The data set
forth therein should be read in conjunction with the Company's consolidated
financial statements and notes thereto included elsewhere in the Annual Report
and the remainder of the section in which such information is contained which is
entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations."
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information set forth in the Annual Report on pages 16 and 17 under the
caption "Management's Discussion and Analysis of Financial Condition and Results
of Operations" is incorporated by reference and made a part of this report. Such
information includes a discussion and analysis of the Company's financial
condition and results of operation addresses for the Company's fiscal years
1994, 1995 and 1996 and should be read in conjunction with the Company's
consolidated financial statements included elsewhere in the Annual Report. In
addition, as previously announced, the Company has retained Bowles Hollowell
Conner & Co. to serve as its financial advisor to assist the Company in a review
of alternatives to enhance shareholder value. The engagement of Bowles Hollowell
is not limited in scope, and a variety of alternatives have been or will be
considered, including a possible sale of the Company. No specific proposals are
currently under consideration by the Company.
ITEM 8. FINANCIAL STATEMENTS.
The financial statements of the Company and the independent auditors report
thereon for the years ended April 30, 1996, April 30, 1995 and April 30, 1994
set forth in the Annual Report on pages 18 through 27 are incorporated herein by
reference and made a part of this Form 10-K report.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
DIRECTORS
Information with respect to directors of the Company is incorporated herein
by reference to the information under the caption "Election of
Directors -- Nominees for Election as Directors" in the Company's Proxy
Statement for the 1996 Annual Meeting of Stockholders (the "Proxy Statement").
EXECUTIVE OFFICERS
JESSE C. LUXTON AGE: 53
Mr. Luxton has been with the Company for 20 years. He has spent the past
nine years as the Company's President and Chief Executive Officer and prior to
that as General Manager and Vice President of Sales and Marketing.
M. WESLEY JORDAN, JR. AGE: 47
Mr. Jordan is the Company's chief financial officer. Mr. Jordon joined the
Company as Vice President of Finance on May 8, 1995. Prior to joining the
Company, he was the Senior Vice President of Finance and Administration for the
Georgia Lottery Corporation for approximately one year. Prior to the Georgia
Lottery Corporation, Mr. Jordan was a partner with the accounting firm of
Coopers & Lybrand. Mr. Jordan is a Certified Public Accountant in the States of
Georgia and Texas.
BILLY D. MOORE AGE: 55
Mr. Moore has worked with the Company for over 22 years in various
manufacturing positions. He has served as Vice President of Operations and
General Manager since 1989. Prior to joining the Company, Mr. Moore held several
manufacturing positions with Baldwin Piano Company.
RICHARD A. BEATTIE AGE: 44
Mr. Beattie has been with the Company for the past ten years in various
sales and marketing positions. He has held his most recent position as Vice
President of Sales and Marketing for the past five years. Prior to joining the
Company, Mr. Beattie worked with Jack Shine & Associates, a manufacturer's
representative organization, for eight years.
ROBERT T. LITTLEJOHN AGE: 51
Mr. Littlejohn has been with the Company as Controller for the past 14
years. Prior to joining the company, Mr. Littlejohn worked in several accounting
functions with various companies. He is a Certified Public Accountant in the
State of Mississippi.
ITEM 11. EXECUTIVE COMPENSATION.
Information with respect to executive compensation is incorporated herein
by reference to the information under the caption "Executive Compensation" in
the Company's Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information with respect to security ownership of certain beneficial owners
and management is incorporated herein by reference to the information under the
caption "Security Ownership" in the Company's Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information with respect to certain relationships and related transactions
is incorporated herein by reference to the information under the caption
"Certain Transactions" in the Company's Proxy Statement.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of the Annual Report and
incorporated herein:
1. Financial Statements:
Consolidated Balance Sheets of the Company at April 30, 1996 and April
30, 1995
Consolidated Statements of Income of the Company for the years ended
April 30, 1996, April 30, 1995 and April 30, 1994
Consolidated Statements of Changes in Redeemable Preferred Stock,
Common Stock and other Stockholders' Equity of the Company for the
years ended April 30, 1996, April 30, 1995 and April 30, 1994
Consolidated Statement of Cash Flow of the Company for the years ended
April 30, 1996, April 30, 1995 and April 30, 1994
Notes to Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors
2. Financial Statement Schedule:
Consolidated Financial Statement Schedule of the Company for the years
ended April 30, 1996, April 30, 1995 and April 1994.
II. Valuation and Qualifying Accounts
All other financial statement schedules have been omitted because they
are inapplicable or the required information is included or incorporated
by reference elsewhere herein.
3. Exhibits:
2.1 Stock Purchase Agreement dated as of April 24, 1996 by and among
Universal Cork, Inc., the Stockholders of Universal Cork, Inc. and NPF
Company.
3.1 Form of Certificate of Incorporation (incorporated by reference from
Exhibit 3.1 of the Company's Registration Statement on Form S-1,
Registration No. 33-67354 (the "Registration Statement")).
3.2 Form of By-Laws (incorporated by reference from Exhibit 3.2 of the
Registration Statement).
4.1 Form of certificate representing shares of Common Stock, $0.01 par value
per share (incorporated by reference from Section 4.1 of the
Registration Statement).
4.2 Registration Agreement among the Company and certain stockholders dated
July 31, 1992 (incorporated by reference from Section 10.1 of the
Registration Statement (the "Registration Agreement")).
4.3 Amendment No. 1 to the Registration Agreement, dated October 13, 1993
(incorporated by reference from Exhibit 4.3 of the Company's 1994 Report
on Form 10-K (the "1994 10-K")).
10.1 National Picture & Frame Company Amended and Restated Long Term
Incentive Plan (incorporated by reference from Exhibit 10.1 of the
Company's 1995 Report on Form 10-K (the "1995 10-K")).
10.2 Employment Agreement, dated as of April 30, 1993 by and between the
Company and Jesse Luxton (incorporated by reference from Exhibit 10.29
of the Registration Statement).
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10.3 Employment Agreement, dated as of April 30, 1993 by and between the
Company and Richard Beattie (incorporated by reference from Exhibit
10.30 of the Registration Statement).
10.4 Employment Agreement, dated as of April 30, 1993 by and between the
Company and Billy Moore (incorporated by reference from Exhibit 10.31 of
the Registration Statement).
10.5 Employment Agreement, dated as of April 30, 1993 by and between the
Company and Robert Littlejohn (incorporated by reference from Exhibit
10.32 of the Registration Statement).
10.6 National Picture & Frame Co. Employee Retirement Plan (incorporated by
reference from Exhibit 10.33 of the Registration Statement).
10.7 National Picture & Frame Company Employee Stock Discount Purchase Plan
(incorporated by reference from Exhibit 10.7 of the 1995 10-K).
10.8 Articles of Agreement between the Company the Southern Council of
Industrial Workers and United Brotherhood of Carpenters and Joiners of
America (incorporated by reference from Exhibit 10.7 of the 1994 10-K).
10.9 National Picture & Frame Company Non-Employee Director Stock Option
Plan.
10.10 Loan Agreement dated as of February 16, 1996 by and among the Company,
NPF Company and Deposit Guaranty National Bank.**
10.11 Loan Agreement dated as of February 16, 1996, by and among the Company,
NPF Company and NationsBank of Tennessee, N.A.**
10.12 Consulting Agreement dated as of April 24, 1996 by and between NPF
Company and G. Harold Goodwin.
10.13 Consulting Agreement dated as of April 24, 1996 by and between NPF
Company and Cynthia S. Goodwin.
13.1 Annual Report to Security Holders.
21.1 Subsidiaries of the Company.
23.1 Consent of Ernst & Young LLP for incorporation by reference into other
1993 Act.
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** To be filed by Amendment.
(b) The Company filed a Current Report on Form 8-K on May 16, 1996 with the
SEC describing the acquisition by NPF Company of Universal Cork, Inc. on April
24, 1996.
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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 on July 29, 1996.
NATIONAL PICTURE & FRAME COMPANY
By /s/ Jesse C. Luxton
------------------------------------
Jesse C. Luxton, President
and Chief Executive 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 in the capacities indicated on July 29, 1996.
SIGNATURE CAPACITY
- - ----------------------------------------------- -----------------------------------------
/s/ Jesse C. Luxton Chief Executive Officer, President and
- - ----------------------------------------------- Director (Principal Executive Officer)
Jesse C. Luxton
/s/ M. Wesley Jordan, Jr. Chief Financial Officer (Principal
- - ----------------------------------------------- Financial Officer and Principal
M. Wesley Jordan, Jr. Accounting Officer)
/s/ Daniel J. Hennessy Chairman of the Board
- - -----------------------------------------------
Daniel J. Hennessy
/s/ Peter B. Foreman Director
- - -----------------------------------------------
Peter B. Foreman
/s/ Arthur L. Goeschel Director
- - -----------------------------------------------
Arthur L. Goeschel
/s/ John F. Levy Director
- - -----------------------------------------------
John F. Levy
/s/ Jon S. Vesely Director
- - -----------------------------------------------
Jon S. Vesely
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INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE(+)
- - ------- ------------------------------------------------------------------------ ------------
2.1 Stock Purchase Agreement dated as of April 24, 1996 by and among
Universal Cork, Inc., the stockholders of Universal Cork, Inc. and NPF
Company.................................................................
3.1 Form of Certificate of Incorporation (incorporated by reference from
Exhibit 3.1 of the Company's Registration Statement on Form S-1,
Registration No. 33-67354 (the "Registration Statement"))...............
3.2 Form of By-Laws (incorporated by reference from Exhibit 3.2 of the
Registration Statement).................................................
4.1 Form of certificate representing shares of Common Stock, $0.01 par value
per share (incorporated by reference from Section 4.1 of the
Registration Statement).................................................
4.2 Registration Agreement among the Company and certain stockholders dated
July 31, 1992 (incorporated by reference from Section 10.1 of the
Registration Statement (the "Registration Agreement"))..................
4.3 Amendment No. 1 to the Registration Agreement, dated October 13, 1993
(incorporated by reference from Exhibit 4.3 of the Company's 1994 Report
on Form 10-K (the "1994 10-K")..........................................
10.1 National Picture & Frame Company Amended and restated Long Term
Incentive Plan (incorporated by reference from Exhibit 10.1 of the
Company's 1995 Report on Form 10-K (the "1995 10-K"))...................
10.2 Employment Agreement, dated as of April 30, 1993 by and between the
Company and Jesse Luxton (incorporated by reference from Exhibit 10.29
of the Registration Statement)*.........................................
10.3 Employment Agreement, dated as of April 30, 1993 by and between the
Company and Richard Beattie (incorporated by reference from Exhibit
10.30 of the Registration Statement)*...................................
10.4 Employment Agreement, dated as of April 30, 1993 by and between the
Company and Billy Moore (incorporated by reference from Exhibit 10.31 of
the Registration Statement)*............................................
10.5 Employment Agreement, dated as of April 30, 1993 by and between the
Company and Robert Littlejohn (incorporated by reference from Exhibit
10.32 of the Registration Statement)*...................................
10.6 National Picture & Frame Co. Employee Retirement Plan (incorporated by
reference from Exhibit 10.33 of the Registration Statement)*............
10.7 National Picture & Frame Company Employee Stock Discount Purchase Plan
(incorporated by reference from Exhibit 10.7 of the 1995 10-K)..........
10.8 Articles of Agreement between the Company, the Southern Council of
Industrial Workers and United Brotherhood of Carpenters and Joiners of
America (incorporated by reference from Exhibit 10.7 of the 1994
10-K)...................................................................
10.9 National Picture & Frame Company Non-Employee Director Stock Option
Plan*...................................................................
10.10 Loan Agreement dated as of February 16, 1996 by and among the Company,
NPF Company and Deposit Guaranty National Bank..........................
10.11 Loan Agreement dated as of February 16, 1996, among the Company, NPF
Company and NationsBank of Tennessee, N.A...............................
10.12 Consulting Agreement dated as of April 24, 1996 by and between NPF
Company and G. Harold Goodwin*..........................................
12
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE(+)
- - ------- ------------------------------------------------------------------------ ------------
10.13 Consulting Agreement dated as of April 24, 1996 by and between NPF
Company and Cynthia S. Goodwin*.........................................
13.1 Annual Report to Security Holders.......................................
21.1 Subsidiaries of the Company.............................................
23.1 Consent of E&Y for incorporation by reference into other 1993 Act.......
27.1 Financial Data Schedule.................................................
- - ---------------
+ This information appears only in the manually signed original of Annual
Report on 10-K, filed with the Securities and Exchange Commission.
* Management contract or compensatory plan or arrangement.
INDEX TO FINANCIAL STATEMENT SCHEDULE
PAGE
----
Schedule of the Company for the years ended April 30, 1995 and April 30, 1994 and for
the nine months ended April 1993 and of the Predecessor for the three months ended
July 31, 1993.......................................................................
II. Valuation and Qualifying Accounts................................................. 31
All other financial statement schedules have been omitted because they are
inapplicable or information is included or incorporated by reference elsewhere
herein.
13
NATIONAL PICTURE & FRAME COMPANY
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED APRIL 30, 1996, 1995 AND 1994
(IN THOUSANDS)
CHARGED
BALANCE AT TO COST WRITE-OFF BALANCE AT
BEGINNING AND OF END OF
OF PERIOD EXPENSE ACCOUNTS PERIOD
----------- -------- ----------- -----------
Year ended April 30, 1996:
Allowance for doubtful accounts................ $ 161 $ 50 $ 19 $ 192
===== ==== ===== =====
Year ended April 30, 1995:
Allowance for doubtful accounts................ $ 145 $180 $ 164 $ 161
===== ==== ===== =====
Year ended April 30, 1994:
Allowance for doubtful accounts................ $ 140 $140 $ 135 $ 145
===== ==== ===== =====