1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
- --- OF 1934 (NO FEE REQUIRED)
For the fiscal year ended January 3, 1998
OR
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 0-1790
RUSSELL CORPORATION
(Exact name of registrant as specified in its charter)
Alabama 63-0180720
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
755 Lee Street
Alexander City, Alabama 35011-0272
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (256) 500-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- ----------------------
Common Stock, $.01 par value New York Stock Exchange
Pacific 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, 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 Common Stock, par value $.01, held by non-
affiliates of the registrant, as of March 25, 1998, was approximately
$706,472,000.
As of March 25, 1998, there were 36,462,672 shares of Common Stock, $.01
par value outstanding (excluding treasury shares).
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Shareholders Report for the year ended January 3,
1998 are incorporated by reference into Parts II and IV.
Portions of the Proxy Statement for the Annual Meeting of Shareholders to
be held on April 22, 1998 are incorporated by reference into Part III.
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PART I
ITEM 1. Business
GENERAL
Russell Corporation (together with its subsidiaries, the "Company") is a
vertically integrated international manufacturer and marketer of activewear,
athletic uniforms, better knit shirts, licensed sports apparel, sports and
casual socks, and a line of yarn-dyed woven fabrics. The Company's manufacturing
operations include the entire process of converting raw fibers into finished
apparel and fabrics. Russell's products are marketed through four sales
divisions--Jerzees (formerly Knit Apparel), Athletic, International, and
Fabrics--as well as through Cross Creek Apparel, Inc. and DeSoto Mills, Inc.,
two wholly owned subsidiaries. Products are marketed to sporting goods dealers,
department and specialty stores, mass merchandisers, wholesale clubs, golf pro
shops, college bookstores, screen printers, distributors, mail-order houses, and
other apparel manufacturers. There was no material change in the nature of the
business conducted by Russell Corporation during 1997.
Of the Company's total revenues, more than ninety percent is derived from
the sale of completed apparel, with the balance from woven fabrics. During the
two previous fiscal years ending January 4, 1997 and December 30, 1995,
completed apparel accounted for more than ninety percent of total revenues.
Foreign and export sales for 1997 were 11.0%. In each of the immediately
preceding two years foreign and export sales were 10.5% and 9.8%, respectively.
One customer, Wal-Mart Stores, Inc. and affiliates, accounted for 18.8 percent
of total revenues in 1997, 17.1 percent in 1996 and 15.1 percent in 1995.
The Company produces athletic uniforms for most recognized sports
activities and for players of all ages and sizes. These products are marketed to
professional, collegiate, high school, and other teams as well as to
individuals. Knit apparel, such as T-shirts, fleece sweatshirts and sweatpants,
pullovers, jackets, and other similar knitted products, is produced for the
general consumer market. Knit product lines also include knit placket shirts,
turtlenecks and other golf apparel. The Company also produces sports and casual
socks including tube, quarter anklet and crew socks for men, women and children.
Woven fabrics are produced and sold to other apparel manufacturers for men's,
women's and children's wear.
The Company's principal manufacturing facilities are located in and around
Alexander City, Alabama. It also operates 38 additional plants in other
communities in Alabama, Florida, Georgia, North Carolina and Virginia. The
Company owns apparel assembly facilities in San Juan Del Rio, Mexico and
Chaloma, Honduras. Warehousing and shipping is conducted in Alexander City, Ft.
Payne and Montgomery, Alabama; Marianna and Miami, Florida; Mt. Airy, North
Carolina; and Columbus, Georgia. The primary manufacturing and distribution
facilities for the International Division are at Russell Corp. UK Limited,
located in and around Livingston, Scotland. The Company also maintains
warehouses in Mexico City and San Juan del Rio, Mexico, Sao Paulo, Brazil and
Melbourne, Australia.
As a vertically integrated operation, the Company converts raw fibers into
finished apparel and fabrics utilizing company-owned spinning mills, knitting
and weaving operations, dyeing and finishing facilities, and cutting and sewing
operations. Generally, the Company produces most of the yarns, other than
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textured and filament yarns, used in the manufacturing process. As a result of
its integrated production process, all functions required to produce finished
apparel and fabrics can be performed by the Company without reliance upon
outside contractors. The Company did, however, obtain 13 percent of its products
for domestic consumption at offshore contractors, owned offshore operations, and
other vendors.
The Company benefits from flexibility in its production scheduling
capability, permitting it to shift product emphasis as markets improve, change
or temporarily decline for particular products. This ability to respond quickly
to market changes has enabled the Company to more effectively manage the
utilization of its manufacturing capacity.
The Company's revenue and income are subject to seasonal variations.
However, due to the time which may elapse between the placement of orders and
shipment of goods, prices may or may not immediately reflect changes in the
Company's cost of raw materials and other costs. Working capital needs may
change with the increase or decrease in inventories or accounts receivable as a
result of a variety of credit terms and time between production and shipments.
Production schedules are based upon current orders, the history of customer
orders, market research, and similar factors. The Company has no meaningful
backlog figures.
The Company does not hold any significant patents, franchises or
concessions. The Company's ability to manufacture and sell licensed apparel
products is dependent upon licenses held by the Company to utilize various
trademarks and tradenames on such apparel. These licenses are subject to
periodic renewal and negotiation and certain minimum payments.
MANUFACTURING
The Company has the capability of converting raw fibers into finished
products in major production complexes which are complemented by several
satellite production facilities in the same geographic areas. The Company
emphasizes the utilization of technological advances and devotes a major portion
of its capital expenditure program to keeping its manufacturing machinery and
equipment modern and efficient with the latest technology.
The total process includes spinning of yarn from cotton or blends of cotton
and man-made fibers such as polyester; fabrication of knit and woven fabrics;
dyeing, bleaching, and otherwise finishing those fabrics; and manufacturing
finished apparel in various cutting and sewing operations. These operations are
discussed below:
Yarn Manufacturing - The spinning of yarns, the process by which fibers of
raw cotton or blends of cotton and man-made fibers are converted into continuous
strands, is a key operation in the manufacturing process. Yarn uniformity and
strength are the principal characteristics which materially affect the
efficiency of subsequent manufacturing processes and the quality of the finished
fabrics or apparel. The Company manufactures a variety of yarn sizes for various
end uses.
The Company purchases synthetic fibers from one principal supplier. There
are approximately four major producers of such fibers in the United States. The
Company purchases cotton, primarily grown in the Southeastern region, from
various
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cotton farmers, gins and merchants. The Company purchases all of its
requirements of filament and textured yarns from other manufacturers. The
Company has experienced no material difficulty in purchasing adequate supplies,
and does not presently anticipate any difficulties in the future. The Company
has no long-term contracts for the supply of raw materials and is, therefore,
subject to market price fluctuations.
Fabrication - The yarns described above are converted by the Company into
cloth or fabrics through the processes of single knitting, supplemented by
smaller operations of weaving, double knitting and warp knitting. These
operations are conducted in three plant locations in Alexander City with
additional locations in Wetumpka, Alabama, and Mt. Airy and North Wilkesboro,
North Carolina. Additional knitting is done on a contract basis to support the
sock line. Similar fabrication facilities in Livingston, Scotland, service
Russell Corp. UK Limited.
Dyeing and Finishing - Fabrics described above are either used in the
production of the Company's own apparel or sold to others. These fabrics are
dyed and finished in company-owned facilities in Alexander City, Wetumpka,
Sylacauga and Ft. Payne, Alabama; Mt. Airy, North Carolina; and Livingston,
Scotland. Yarn-dyed fabrics are dyed in the yarn manufacturing stage. The dyeing
and finishing processes impart and affect the appearance, the hand (feel),
colorfastness, uniformity, shade, and stability (retention of shape and form) of
the fabric.
Cutting and Sewing - The Company's cutting and sewing operations are
currently located in 32 plants in the U.S., two plants in Scotland and plants in
Mexico and Honduras which serve its apparel marketing operations. The Company
employs an engineering staff to assist in the design and development of new
equipment to improve efficiencies and automate production facilities in the
cutting and sewing operations which historically have been characterized by high
labor costs.
The Company places a major emphasis upon maintaining sufficient modern
cutting and sewing equipment, thereby providing flexibility to accommodate
changing patterns, styles and designs of its apparel products.
MARKETING
Jerzees Division - Under the JERZEES(R) label and private labels, this
division designs and markets a wide variety of knitted apparel, including fleece
garments, such as sweatshirts, sweatpants and other fashion items, and
lightweight activewear, such as T-shirts, tank tops, and shorts for children and
adults.
The apparel is sold by a salaried, company-employed salesforce to
distributors, screen printers, mass merchants, craft chains, and other
specialized retail outlets. The Division maintains sales offices in Alexander
City, Alabama; New York, New York; Irving, Texas; and Irvine, California.
Athletic Division - This division produces and markets high-quality
teamwear and activewear through sporting goods dealers, specialty stores,
department stores, sporting goods chains, and major mail-order catalogues. Sales
are made by Company employees.
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The Company has a leading position as a supplier of team uniforms,
providing practice and game uniforms for both professional and amateur
participants of almost every major sport. RUSSELL ATHLETIC(R) is the "official"
supplier of team uniforms for Major League Baseball teams. The Company believes
it is the largest manufacturer of athletic uniforms in the United States.
The bulk of the activities previously conducted in the Licensed Products
Division were assumed by the Athletic Division during 1997. The Company sells
licensed sports activewear under various licenses granted by Major League
Baseball, the National Collegiate Athletic Association and most major colleges
and universities. Certain professional league licenses that did not meet the
Company's expectations have been terminated.
Activewear such as sweatshirts, sweatpants, T-shirts, tank tops, and shorts
are also sold under the RUSSELL ATHLETIC label. The Company merchandises the
RUSSELL ATHLETIC line in product categories such as NuBlend(R), HIGH COTTON(R)
and PRO COTTON(R).
The Company furnishes most of its own yarn and fabric used in this division
and also supplements its requirements with purchases from outside suppliers. The
uniforms are manufactured in a wide variety of styles, fabrics and colors, with
lettering and numerical arrangements available to customer specifications.
International Division - The International Division markets the JERZEES,
RUSSELL ATHLETIC and CROSS CREEK(R) brands throughout various countries outside
the United States and Canada. The Company's major international market is
Europe, where the Company engages in both manufacturing and marketing.
Russell's European production operations located in and around Livingston,
Scotland, include knitting, dyeing and finishing, cutting and sewing, and
distribution facilities. Russell has developed an international sales
infrastructure with offices in Madrid, Spain; Brussels, Belgium; Frankfurt,
Germany; Paris, France; Prague, Czech Republic; Prato, Italy; Hong Kong; Sao
Paulo, Brazil; Mexico City, Mexico; and Melbourne, Australia.
Fabrics Division - The Fabrics Division designs and markets quality woven
fabrics of cotton and blends of cotton and man-made fibers in a wide variety of
patterns, colors and constructions for sale primarily to other manufacturers of
apparel. Most of the woven fabrics are made with dyed yarns to produce fabrics
to meet customer specifications. Sales are made by the Company's own marketing
staff from its Alexander City, Atlanta, and New York sales offices and also by
commission sales representatives located in Dallas, Los Angeles, New York, and
Toronto.
Cross Creek Apparel, Inc. - Cross Creek designs and markets better knit
apparel including placket shirts, turtlenecks and other golf apparel. The CROSS
CREEK PRO COLLECTION(R), designed specifically for golfers, is sold in golf pro
shops and resort areas. The CROSS CREEK retail line is distributed through
department stores and men's specialty shops. The CROSS CREEK COUNTRY COTTONS(R)
and JERZEES lines of placket shirts are marketed through national distributors
to screen printers and embroiderers. The Company holds the exclusive license for
knitted outerwear for the PGA Tour line of golf apparel, which is sold in
department stores, golf shops and resorts. Cross Creek also manufactures private
label apparel for high-end catalogues and other retailers. In addition to
commission agents, Cross Creek maintains a company-employed sales force with
offices in Mt. Airy, North Carolina and New York, New York.
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DeSoto Mills, Inc. - DeSoto Mills is a manufacturer of popularly priced
socks for men, women and children. DeSoto Mills produces and sells sports and
casual socks under the brand names of JERZEES and RUSSELL ATHLETIC. Socks are
also sold to private label customers. Sales are made through a company-employed
sales force principally to discount retailers and the wholesale club markets.
COMPETITION
The textile-apparel industry is keenly competitive, and the Company has
many domestic and foreign competitors, both large textile-apparel companies and
smaller concerns. While the sales of a number of manufacturers are substantially
greater than those of the Company, no single manufacturer dominates the
industry.
EMPLOYEES
As of January 3, 1998, the Company had 17,759 employees. The Company has
never had a strike or work stoppage and considers its relationship with its
employees to be good.
REGULATION
The Company is subject to federal, state, and local laws and regulations
affecting its business, including those promulgated under the Occupational
Safety and Health Act (OSHA), the Consumer Product Safety Act (CPSA), the
Flammable Fabrics Act, the Textile Fiber Product Identification Act, and the
rules and regulations of the Consumer Products Safety Commission (CPSC). The
Company believes that it is in substantial compliance with all applicable
governmental regulations under these statutes. The Company believes it has
complied with all known current environmental requirements and expects no major
additional expenditures in this area in the foreseeable future.
FORWARD-LOOKING INFORMATION
With the exception of historical information, the matters and statements
discussed, made or incorporated by reference in this Annual Report on Form 10-K
constitute forward-looking statements and are discussed, made or incorporated by
reference, as the case may be, pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Wherever possible, the Company
has identified these "forward-looking" statements (as defined in Section 21E of
the Securities and Exchange Act of 1934) by words such as "anticipates,"
"believes," "estimates," "expects" and similar phrases. In addition, the Company
and its representatives may from time to time make other oral or written
statements that are also forward-looking statements.
Some forward-looking statements concern anticipated sales levels, cost
estimates and resulting earnings that are not necessarily indicative of
subsequent periods due to the mix of future orders, at once orders and product
mix changes, which may vary significantly from year to year or quarter to
quarter. These forward-looking statements are based upon assumptions the Company
believes are reasonable; however, such statements are subject to risks and
uncertainties which
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could cause the Company's actual results, performance and achievements to differ
materially from those expressed in, or implied or contemplated by, these
statements. These risks and uncertainties include, but are not limited to, the
overall level of consumer spending for apparel; the financial strength of the
retail industry; actions by competitors that may impact the Company's business
(including in particular changes in pricing); the existence of excess capacity
in the Company's industry; changes in prices of raw materials used in the
Company's manufacturing processes; the ability of the Company to reduce cost in
more labor-intensive segments of the manufacturing process; the success of
planned advertising, marketing and promotional campaigns and international
activities; changes in customer relationships; the impact of economic changes in
the markets where the Company competes, such as changes in interest rates,
currency exchange rates, inflation rates, recession, and other external economic
and political factors over which the Company has no control; and other risks and
uncertainties discussed or indicated in other documents filed by the Company
with the Securities and Exchange Commission from time to time. The Company
assumes no obligation to update publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.
ITEM 2. Properties
The Company's principal executive offices, manufacturing plants and
research facilities are located in Alexander City, Alabama, with additional
plants in Alabama, Florida, Georgia, North Carolina, Virginia, Mexico, Honduras,
and Scotland. The Company has no material mortgages on any of its real property
or manufacturing machinery except for capitalized lease obligations (see Note 2
of Notes to Consolidated Financial Statements), and believes that all of its
properties are well maintained and suitable for its operations and are currently
fully utilized for such purposes.
The Company utilizes an aggregate of approximately 10,869,000 square feet
of manufacturing, warehousing and office facilities. The following table
summarizes the approximate areas of such facilities:
Approximate
Primary Use Square Feet
----------- -----------
Spinning 1,536,000
Knitting and Weaving 998,000
Dyeing and Finishing 1,001,000
Cutting and Sewing 2,345,000
Warehousing and Shipping 3,536,000
Retail/Outlet Stores 133,000
Executive Offices, Maintenance
Shops and Research and
Development 732,000
Scotland 405,000
Mexico 79,000
Honduras 104,000
All presently utilized facilities in the U.S. are owned, except the
sewing plants located in Slocomb, Alabama and downtown Columbia, Alabama; the
regional sales offices; and the majority of the outlet/retail store locations
(see Notes 2 and 9 of Notes to Consolidated Financial Statements).
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ITEM 3. Legal Proceedings
The Company is a party to various lawsuits arising out of the conduct of
its business, none of which, if adversely determined, would have a material
adverse effect upon the Company.
ITEM 4. Submission of Matters to a Vote of Security Holders
None
EXECUTIVE OFFICERS OF THE COMPANY
"Election of Directors" on pages one through four of the Proxy
Statement for the Annual Meeting of Shareholders to be held April 22, 1998 is
incorporated herein by reference.
Additional executive officers who are not directors are as follows:
Officer
Name Age Since Position
---- --- -------- --------
Fred O. Braswell III 42 1992 Vice President-External
Affairs
Steve R. Forehand 42 1987 Secretary
K. Roger Holliday 39 1988 Treasurer
Thomas R. Johnson, Jr. 55 1989 Executive Vice President-
Manufacturing
W. J. Spires, Jr. 52 1988 President - Cross Creek
Apparel, Inc.
JT Taunton, Jr. 55 1983 Executive Vice President-
Sales and Marketing
Steven S. Williams 38 1996 Asst. Controller,
Asst. Treasurer
Larry E. Workman 54 1987 Controller
Mr. Braswell, employed by the Company in 1992, was Director of the Alabama
Development Office from 1990 until 1992. Prior to 1990, he was Director of the
Alabama Department of Economic and Community Affairs.
Mr. Forehand, employed by the Company in 1985 as Director of Taxes, served
as Assistant Secretary from 1987 to 1988. Prior to joining the Company, he was
engaged in the private practice of law.
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Mr. Holliday, employed by the Company since 1986, was named Treasurer in
1996. He served as President of the Licensed Products Division from 1994 to
1996, President of the Knit Apparel Division from 1991 until 1994 and Assistant
Treasurer from 1988 to 1991.
Mr. Johnson, employed by the Company since 1989, most recently served as
Vice President, Greige Manufacturing. Prior to joining Russell, he served as
Operations Manager for Eden Yarns, Inc. from 1987 to 1989 and as a Plant Manager
for Avondale Mills from 1984 to 1987. Prior to that, Mr. Johnson was employed by
Chicopee, a division of Johnson & Johnson.
Mr. Spires, employed by the Company in 1969, was elected President, Cross
Creek Apparel, Inc. in 1993. Prior to that, he served from 1988 to 1993 as Vice
President, Services, where he directed the Company's Distribution,
Transportation and Information Services activities. Prior to 1988, Mr. Spires
held several management positions with Russell in both sales and operations.
Mr. Taunton, employed by the Company since 1973, most recently served as
President of the Fabrics Division from 1988 to 1993. Prior to that, he served as
Vice President, Operations and as Operations Manager for the Fabrics Division.
Mr. Williams, employed by the Company since 1986 as a cost accountant,
served as Manager, General Accounting from 1986 to 1996.
Mr. Workman, employed by the Company since 1969 as an accountant, served as
Manager, Cost Accounting from 1970 to 1987.
All executive officers and all other officers of the Company are elected by
the Board of Directors and serve at the pleasure of the Board of Directors.
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PART II
ITEM 5. Market for the Registrant's Common
Stock and Related Security Holder Matters
"Dividend and Market Information" on page 33 and in Note two to
Consolidated Financial Statements on page 27 of the Annual Shareholders Report
for the year ended January 3, 1998 are incorporated herein by reference.
The approximate number of holders of the Company's common stock at March
10, 1998 was 10,100.
ITEM 6. Selected Financial Data
"Ten Year Selected Financial Data" on pages 18 and 19 of the Annual
Shareholders Report for the year ended January 3, 1998 is incorporated herein by
reference with respect to fiscal years 1997, 1996, 1995, 1994 and 1993.
ITEM 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 20 and 21 of the Annual Shareholders Report for the year
ended January 3, 1998 is incorporated herein by reference.
ITEM 8. Financial Statements and Supplementary Data
The following consolidated financial statements of the registrant and its
subsidiaries, included in the Annual Shareholders Report for the year ended
January 3, 1998 are incorporated herein by reference:
... Consolidated Balance Sheets - January 3, 1998 and January 4, 1997
... Consolidated Statements of Income - Years ended January 3, 1998,
January 4, 1997 and December 30, 1995
... Consolidated Statements of Cash Flows - Years ended January 3, 1998,
January 4, 1997 and December 30, 1995
... Consolidated Statements of Stockholders' Equity - Years ended
January 3, 1998, January 4, 1997 and December 30, 1995
... Notes to Consolidated Financial Statements - Years ended
January 3, 1998, January 4, 1997 and December 30, 1995
... Report of Independent Auditors
ITEM 9. Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure
None
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PART III
ITEM 10. Directors and Executive Officers of the Registrant
"Election of Directors" on pages one through four and "Principal
Shareholders" on pages 21 and 22 of the Proxy Statement for the Annual Meeting
of Shareholders to be held April 22, 1998 is incorporated herein by reference.
"Executive Officers of the Company" on page I-7 of this report is
incorporated herein by reference.
Other significant employees are as follows:
Officer
Name Age Since Position
---- --- ------- --------
Fletcher D. Adamson 63 1987 Vice President-Research
William P. Dickson, Jr. 57 1974 Vice President-Human Resources
J. Franklin Foy 62 1982 Vice President-Dyeing and Finishing
John E. Frechette 58 1991 Vice President-International
Joseph P. Irwin 40 1994 President-Jerzees Division
D.W. Wachtel 59 1991 President-Athletic Division
Mr. Adamson, employed by the Company since 1955, was Director, Machine
Research and Development from 1969 to 1987. He began his career in the cutting
operation for the Athletic Division and was a Supervisor in the division's
sewing operations from 1960 to 1969.
Mr. Dickson, employed by the Company in 1974, was previously Industrial
Relations Manager for the Bibb Company.
Mr. Foy, employed by the Company since 1959, was Operating Vice President,
Dyeing and Finishing prior to 1982.
Mr. Frechette, employed by the Company in 1991, operated J.F. & Associates
from 1986 to 1991. J.F. & Associates provided general management and marketing
consulting with focus on the apparel industry. Prior to 1986, he was employed by
Levi Strauss & Company for 15 years, most recently, as Vice President and
General Manager of the Jeans Division U.S.A.
Mr. Irwin, employed by the Company in 1980, was named President of the Knit
Apparel Division (now the Jerzees Division) in 1994. Prior to that he served in
various capacities in the Knit Apparel Division including, Vice President, Sales
from 1993 to 1994; Vice President, Retail/Private Label from 1991 to 1993; and
Vice President, Operations from 1990 to 1991. From 1988 until 1990, he served as
Sales Manager for the Knit Apparel Division.
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Mr. Wachtel, employed by the Company in 1976, was promoted to President of
the Athletic Division in 1991. He formed the Mid-South Regional Office in 1980
and formed the Mid-Southeast Sales Office in 1986. He was General Manager of
Russell Athletic, Inc. in Snellville, Georgia from 1989 to 1990 and Vice
President, Sales in the Athletic Division from 1990 to 1991.
"Compliance with Section 16(a) of the Securities Exchange Act of 1934" on
page 23 of the Proxy Statement for the Annual Meeting of Shareholders to be held
April 22, 1998 is incorporated herein by reference.
ITEM 11. Executive Compensation
"Executive Compensation" on pages 11 through 20 of the Proxy Statement for
the Annual Meeting of Shareholders to be held April 22, 1998 is incorporated
herein by reference.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
(a) "Principal Shareholders" on pages 21 and 22 of the Proxy Statement for
the Annual Meeting of Shareholders to be held April 22, 1998 is incorporated
herein by reference.
(b) Information concerning security ownership of management set forth in
the Proxy Statement for the Annual Meeting of Shareholders to be held April 22,
1998 under the captions "Security Ownership of Management" on page 22 is
incorporated herein by reference.
(c) There are no arrangements known to the registrant the operation of
which may at a subsequent date result in a change in control of the registrant.
ITEM 13. Certain Relationships and Related Transactions
"Transactions with Management and Others" on page 23 of the Proxy Statement
for the Annual Meeting of Shareholders to be held April 22, 1998 is incorporated
herein by reference.
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PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) List of Documents filed as part of this Report:
(1) Financial Statements
All financial statements of the registrant as set forth under
Item 8 of this Report on Form 10-K
(2) Financial Statement Schedule
Schedule Page
Number Description Number
-------- ----------- ------
II Valuation and Qualifying IV-4
Accounts
All other financial statements and schedules not listed have been
omitted since the required information is included in the consolidated
financial statements or the notes thereto, or is not applicable or
required.
(3) Exhibits (numbered in accordance with Item 601 of Regulation S-K)
Page Number or
Exhibit Incorporation
Numbers Description by Reference to
------- ----------- ---------------
(3a) Restated Articles of Exhibit (3a) to
Incorporation Annual Report
on Form 10-K
for year ended
December 30,
1995
(3b) Certificate of Adoption Exhibit (3b) to
of Resolutions by Board Annual Report
of Directors of Russell on Form 10-K
Corporation dated for year ended
October 25, 1989 December 30,
1995
(3c) Bylaws Exhibit (3c) to
Annual Report
on Form 10-K
for year ended
December 30,
1995
(4a) Rights Agreement dated Exhibit 1 to
October 25, 1989 between Form 8-A dated
the Company and First October 30,
Alabama Bank, Montgomery, 1989 Registra-
Alabama tion Statement
No. 1-5822
(4b) Acceptance of Appointment IV-7
as Successor Rights Agent
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Page Number or
Exhibit Incorporation
Numbers Description by Reference to
------- ----------- ---------------
(10a) Form of Deferred Exhibit (10a) to
Compensation Agreement Annual Report on
with certain officers Form 10-K for
year ended
December 30,
1995
(10b) Fuel supply contract Exhibit 13(c)
with Russell Lands, to Registration
Incorporated dated Statement
May 21, 1975 No. 2-33943
(10c) 1978 Stock Option Plan Exhibit 1 to
Registration
Statement
No. 2-64496
(10d) October 28, 1981 Exhibit (10d) to
Amendment to Stock Annual Report on
Option Plans Form 10-K for
year ended
December 30,
1995
(10e) 1987 Stock Option Plan Exhibit 1 to
Registration
Statement
No. 33-24898
(10f) 1993 Executive Long-Term Exhibit 4(c) to
Incentive Plan Registration
Statement
No. 33-69679
(10g) 1996 Amendment to the 1993 IV-8
Executive Long-Term
Incentive Plan
(11) Computations of Earnings IV-9
per Common Share
(13) 1997 Annual Report to IV-10
Shareholders
(21) List of Significant IV-11
Subsidiaries
(23) Consent of Ernst & Young LLP, IV-12
Independent Auditors
(27.1) Restated Financial Data Schedule
(for SEC use only)
(27.2) Restated Financial Data Schedule
(for SEC use only)
(27.3) Restated Financial Data Schedule
(for SEC use only)
(27.4) Financial Data Schedule
(for SEC use only)
(27.5) Restated Financial Data Schedule
(for SEC use only)
(27.6) Restated Financial Data Schedule
(for SEC use only)
(27.7) Restated Financial Data Schedule
(for SEC use only)
(27.8) Restated Financial Data Schedule
(for SEC use only)
(27.9) Restated Financial Data Schedule
(for SEC use only)
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(b) Reports on Form 8-K
No reports on form 8-K were filed during the fourth quarter of the year
ended January 3, 1998.
For the purpose of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned registrant hereby undertakes as follows, which undertaking shall be
incorporated by reference into the undertakings contained in Part II of the
registrant's registration statements on Form S-8 numbers 2-64496 and 33-24898:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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17
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
RUSSELL CORPORATION AND SUBSIDIARIES
- ---------------------------------------------------------------------------------------------------------------------
BALANCE AT ADDITIONS BALANCE
BEGINNING CHARGED TO COSTS AT END
DESCRIPTION OF PERIOD AND EXPENSES ACQUISITION DEDUCTIONS OF PERIOD
- ---------------------------------------------------------------------------------------------------------------------
YEAR ENDED JANUARY 3, 1998
Allowance for doubtful accounts $ 8,646,733 $ 3,494,827 $ -0- $ 4,791,123(1) $ 7,350,437
Reserve for discounts and returns 1,563,436 10,068,224 -0- 8,449,066(2) 3,182,594
----------- ----------- ---------- ----------- -----------
TOTALS $10,210,169 $13,563,051 -0- $13,240,189 $10,533,031
=========== =========== ========== =========== ===========
YEAR ENDED JANUARY 4, 1997
Allowance for doubtful accounts $ 8,324,594 $ 5,021,777 $ -0- $ 4,699,638(1) $ 8,646,733
Reserve for discounts and returns 2,011,974 6,775,460 -0- 7,223,998(2) 1,563,436
----------- ----------- ---------- ----------- -----------
TOTALS $10,336,568 $11,797,237 $ -0- $11,923,636 $10,210,169
=========== =========== ========== =========== ===========
YEAR ENDED DECEMBER 30, 1995
Allowance for doubtful accounts $ 8,115,122 $ 4,407,505 $ -0- $ 4,198,033(1) $ 8,324,594
Reserve for discounts and returns 2,342,719 9,105,828 -0- 9,436,573(2) 2,011,974
----------- ----------- ---------- ----------- -----------
TOTALS $10,457,841 $13,513,333 $ -0- $13,634,606 $10,336,568
=========== =========== ========== =========== ===========
(1) Uncollectible accounts written off, net of recoveries.
(2) Discounts and returns allowed customers during the year.
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18
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, thereunder duly authorized.
RUSSELL CORPORATION
(Registrant)
Date 3/27/98 By /S/ John C. Adams
------- ---------------------------------
John C. Adams
Chairman, President and CEO
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report is signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
/S/ John C. Adams Chairman, President and CEO 3/27/98
------------------------------ -------
John C. Adams Date
/S/ James D. Nabors Executive Vice President and 3/27/98
------------------------------ Chief Financial Officer, and -------
James D. Nabors Director (Principal Financial Date
Officer)
Director
------------------------------ -------
Herschel M. Bloom Date
/S/ Ronald G. Bruno Director 3/27/98
------------------------------ -------
Ronald G. Bruno Date
/S/ Timothy A. Lewis Director 3/27/98
------------------------------ -------
Timothy A. Lewis Date
Director
------------------------------ -------
C.V. Nalley III Date
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/S/ Margaret M. Porter 3/27/98
------------------------------ -------
Margaret M. Porter Date
/S/ Benjamin Russell Director 3/27/98
------------------------------ -------
Benjamin Russell Date
/S/ John R. Thomas Director 3/27/98
------------------------------ -------
John R. Thomas Date
Director
------------------------------ -------
John A. White Date
/S/ Larry E. Workman Controller 3/27/98
------------------------------ (Principal Accounting Officer) -------
Larry E. Workman Date
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