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 (FEE REQUIRED)
For the fiscal year ended December 31, 1993
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 No. 1-5137
FIELDCREST CANNON, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 56-0586036
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
326 East Stadium Drive
EDEN, NC 27288
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number (910) 627-3000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class on which registered
Common Stock, $1 Par Value New York Stock Exchange
6% Convertible Subordinated
Debentures Due 2012 New York 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 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 was $239,582,429 as of March 1, 1994.
NUMBER OF SHARES OUTSTANDING AT MARCH 1, 1994
Common Stock 8,579,767
DOCUMENTS INCORPORATED BY REFERENCE
Part II incorporates information by reference from the annual report
to shareowners for the year ended December 31, 1993. Part III
incorporates information by reference from the proxy statement for the
annual meeting of shareowners to be held on May 16, 1994.
Total pages 156
Page 1
Exhibit Index page 17
PART I
Item 1. Business
General
The registrant was incorporated under the laws of Delaware in
1953. The registrant operates a single segment business in the
textile industry and is principally involved in the manufacture
and sale of home furnishing products.
On July 30, 1993 the registrant completed the sale of its carpet
and rug division to Mohawk Industries, Inc. for approximately $148
million. The sale resulted in an after-tax net income of $9.2
million. On November 24, 1993 a newly formed and wholly owned
subsidiary of the registrant completed a tender offer for all of
the outstanding shares of Amoskeag Company ("Amoskeag") for a cash
price of $40 per share, or an aggregate of approximately $141.9
million including certain costs. The acquisition has been
accounted for as a purchase by the Company of the net assets of
Amoskeag held for sale at their net realizable values and as the
purchase of treasury stock. Amoskeag owned 3,606,400 shares of
the registrant's common stock which has been assigned a cost of
$117.2 million after a preliminary allocation of $24.7 million to
the net assets of Amoskeag. The registrant is in the process of
selling all of the operating assets of Amoskeag, and the valuation
includes anticipated costs during a one year disposal period.
These assets are primarily the Bangor and Aroostook Railroad and
certain real estate properties.
The registrant and its consolidated subsidiaries design,
manufacture and market a broad range of household textile products
consisting of towels, sheets, blankets, comforters and bath rugs.
The registrant is vertically integrated in that it buys the basic
raw materials consisting principally of cotton and synthetic
fibers and manufactures a finished consumer product. These
products are marketed primarily by the Company's own sales and
marketing staff and distributed nationally to customers for
ultimate retail sale. Customers consist principally of department
stores, chain stores, mass merchants, specialty home furnishing
stores, catalog warehouse clubs and other retail outlets, and
institutional, government and contract accounts.
In 1993 nearly all of the registrant's total sales were comprised
of home furnishings products. Approximately 90% of the Company's
1993 net sales were from sales of products carrying the
registrant's principal brand names of "Fieldcrest," "Royal
Velvet," "Charisma," "St. Marys," "Cannon," "Monticello," and
"Royal Family,"; the remaining 10% were from sales of private
label products.
Page 2
Raw Materials
The registrant's basic raw materials are cotton and synthetic
fibers. These materials are generally available from a wide
variety of sources, and no significant shortage of such materials
is currently anticipated. The registrant uses significant
quantities of cotton which is subject to ongoing price
fluctuations. The registrant in the ordinary course of business
may arrange for purchase commitments with vendors for future
cotton requirements.
Patents and Licenses
The registrant holds various patents and licenses resulting from
company-sponsored research and development, and others are
obtained that are deemed advantageous to company operations. The
registrant is only partially dependent upon such patents and
licenses in certain product lines, and the loss of any
exclusiveness in these areas would not materially adversely affect
overall profitability.
Seasonality in the Company's Business
Primarily because the Company's retail customers have higher sales
in the second half of the calendar year, the Company also
experiences greater sales volume in the last three quarters of the
calendar year. It is likely that the Company's operating
performance in the first quarter of a given calendar year will be
less favorable than operating performance in the last three
quarters.
The registrant carries normal inventory levels to meet delivery
requirements of customers, and customer returns of merchandise
shipped are not material. Payment terms on customer invoices are
generally 30 to 60 days.
Customers
The registrant's customers consist principally of department
stores, chain stores, specialty stores, mass merchants, warehouse
clubs, other retail outlets and institutional, government and
contract accounts. For the year ended December 31, 1993, the
Company's five largest customers accounted for approximately 35%
of net sales. Sales to one customer (Wal-Mart Stores and its
affiliates) represented 17.4% of total sales of the Company.
Although management of the Company believes that the Company's
relationship with Wal-Mart is excellent and the loss of this
customer is unlikely, the loss of Wal-Mart as a customer would
have a material adverse effect on the Company's business. No
other single customer accounted for more than 10% of net sales in
1993.
Page 3
Order Backlog
The registrant had normal unfilled order backlogs as of December
31, 1993 and 1992 amounting to approximately $87 million and $73
million, respectively. The majority of these unfilled orders are
shipped during the first quarter of the subsequent fiscal year.
The increase in unfilled orders in 1993 compared to 1992 is
believed to be primarily due to the timing of new orders.
Unfilled orders
have become less of an indicator of future sales as customers have
trended toward placing orders as stock is required. Many orders
are placed using electronic data interchange, and the Company has
filled such orders on a quick response basis.
Government Contracts
No material portion of the business is subject to renegotiation of
profits or termination of contracts or subcontracts at the
election of the Government.
Competition
The home furnishing textile industry continues to be highly
competitive. Among the registrant's competitors are a number of
domestic and foreign companies with significant financial
resources, experience, manufacturing capabilities and brand name
identity.
The registrant competes with numerous other domestic manufacturers
in each of its principal markets. The domestic towel, sheet,
blanket and bath rug markets are each comprised of three to five
principal manufacturers (including the registrant) and several
smaller domestic manufacturers.
The registrant's principal methods of competition are price,
design, service and product quality. The Company believes that
large, low-cost producers with established brand names, efficient
distribution networks and good customer service will profit in
this competitive environment. The Company's ability to operate
profitably in this environment will depend substantially on
continued market acceptance of the Company's products and the
Company's efforts to control costs and produce new and innovative
products in response to competitive pressures and changes in
consumer demand.
Environmental Controls
The registrant does not anticipate that compliance with federal,
state and local provisions that have been enacted or adopted
regulating the discharge of materials into the environment, or
otherwise relating to the protection of the environment, will have
a material effect upon the capital expenditures, earnings and
competitive position of the registrant and its subsidiaries.
Page 4
Employees
Total employment of the Company and its subsidiaries was 14,090 as
of December 31, 1993. Approximately 29% of the Company's hourly
employees are subject to collective bargaining agreements with the
Amalgamated Clothing and Textile Workers Union or the United
Textile Workers of America.
Foreign Sales
The registrant is not currently engaged in significant operations
in foreign countries. Approximately 5% of the registrant's
consolidated net sales were exported to foreign customers in 1993
compared to 6% in 1992.
Item 2. Properties
The registrant has 18 principal manufacturing plants, all located
in the United States; 13 are in North Carolina, 1 in South
Carolina, 1 in Georgia, 2 in Alabama and 1 in Virginia. In
addition, there are 18 warehousing and distribution centers located
in the manufacturing states, plus Texas and California. The
manufacturing/warehousing and distribution centers aggregate a
floor area of approximately 16,659,000 square feet. All of the
facilities are owned except: (1) 2 locations totaling approximately
618,000 square feet, which are financed with Industrial Revenue
Bonds; the properties are accounted for as "owned" but Development
Authority holds title to property which will pass to the registrant
upon retirement of Bonds; and (2) 1 location, totaling
approximately 124,000 square feet, where the machinery and
equipment is owned and the building is under a long-term lease.
The registrant owns corporate administrative buildings in Eden,
North Carolina, which contain approximately 96,000 square feet.
The Company also owns one vacant office building in Eden which
contains approximately 48,000 square feet and is currently for
sale. The principal marketing headquarters for the bed and bath
division and certain executive offices (totaling approximately
64,000 square feet) are located in New York City under long-term
leases.
All other properties owned or controlled by the registrant
aggregate approximately 537,000 square feet and are used for
miscellaneous support services or for sales and marketing.
Plants and equipment of the registrant are considered to be in
excellent condition; substantial capital expenditures for new
plants, modernization and improvements have been made in recent
years. The plants generally operate on either a three shift basis
for a five-day week or a four shift basis for a seven-day week
during 50 weeks a year except during periods of curtailment. In
the opinion of the registrant, all plants and properties are
adequately covered by insurance.
Page 5
Item 3. Legal Proceedings
The registrant is involved in various claims and lawsuits
incidental to its business. In the opinion of the registrant based
in part on the advice of legal counsel, however, the outcome of
these suits will not have a material effect on the registrant's
financial position.
Item 4. Submission of Matters to a Vote of Security Holders
(a). The Company solicitated written consents of stockholders in
lieu of a special meeting on November 4, 1993.
(b). Not applicable.
(c). Holders of Common Stock (one vote per share) and Class B
Common Stock (ten votes per share) voted through written
consent on the following matters, each as described in detail
in the Registrant's consent statement dated November 4, 1993.
I. Amend the Registrant's Certificate of Incorporation to
authorize 10,000,000 shares of undesignated preferred
stock:
Votes (thousands)
Common Stock Class B Common Stock
For 1,313 36,116
Against 1,436 12
Abstain 18 1
II. Authorize the issuance of up to 1,800,000 shares of
preferred stock of the Registrant:
Votes (thousands)
Common Stock Class B Common Stock
For 2,018 36,116
Against 732 12
Abstain 18 1
Page 6
Identification of Executive Officers of the Registrant
Date from
Which Officers
Age at Have Served in
Name 3/31/94 Positions Held Present Capacities
James M. Fitzgibbons 59 Chairman of the Board Chairman of the Board and
and Chief Executive Chief Executive Officer: 1990
Officer and Director Director: 1985
Charles G. Horn 54 President and Chief Chief Operating Officer: 1990
Operating Officer and President: 1987
Director Director: 1988
Chris L. Kametches 58 Senior Vice President Senior Vice President: 1990
Robert B. Dale 47 Vice President Vice President: 1989
Robert E. Dellinger 49 Vice President Vice President: 1989
M. Kenneth Doss 54 Vice President Vice President: 1988
and Secretary General Counsel: 1985
Secretary: 1986
Osborne L. Raines 53 Vice President Vice President: 1985
Thomas R. Staab 51 Vice President and Vice President: 1992
Chief Financial Officer Chief Financial Officer: 1994
Lawrence L. Mann 58 Treasurer Treasurer: 1979
Clifford D. Paulsen 50 Controller Controller: 1992
None of the executive officers are related by blood, marriage or adoption to
any other executive officer of the registrant or any director or executive
officer of a parent, subsidiary, or affiliate of the registrant. With the
exception of Mr. Fitzgibbons each executive officer has been employed by the
registrant for more than five years. Prior to becoming Chief Executive
Officer and Chairman of the Board of Directors of the registrant on October
15, 1990, Mr. Fitzgibbons was President of Amoskeag Company and was
previously an executive officer of Amoskeag Company for more than five years.
Page 7
PART II
Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters
Incorporated by reference from the market and dividend data section of
the 1993 Annual Report to Shareowners, page 14.
Item 6. Selected Financial Data
Selected financial and statistical data for the years 1989 to 1993
appearing under the captions "Net sales", "Income (loss) from
continuing operations", "Per share of common stock", "Total assets"
and "Long-term obligations" are incorporated by reference from the
1993 Annual Report to Shareowners, page 32.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Incorporated by reference from the 1993 Annual Report to Shareowners,
pages 11 through 14.
Item 8. Consolidated Financial Statements and Supplementary Data
Consolidated financial statements and supplementary data of the
registrant are incorporated by reference from the 1993 Annual Report
to Shareowners, pages 15 through 31.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosures
None.
Page 8
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons
of the Registrant
Information regarding the Directors is incorporated herein by
reference from the registrant's proxy statement for the annual meeting
of shareowners to be held on May 16, 1994, pages 2 and 3.
For information regarding the Executive Officers of the registrant,
see Part I at page 7.
Item 11. Executive Compensation
Incorporated herein by reference from sections of the registrant's
proxy statement for the annual meeting of shareowners to be held on
May 16, 1994 entitled Compensation of Directors at page 7 and
Executive Compensation, pages 7 through 10.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
Incorporated herein by reference from the Security Ownership section
of the registrant's proxy statement for the annual meeting of
shareowners to be held on May 16, 1994, pages 4 through 6.
Item 13. Certain Relationships and Related Transactions
Incorporated herein by reference from the registrant's proxy statement
for the annual meeting of shareowners to be held May 16, 1994, pages 7
and 8, Executive Compensation.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K
(a) 1.
and 2. Financial statements and financial statement schedules
The financial statements and schedules listed in the
accompanying index to financial statements are filed as part of
this annual report.
3. Exhibits
The exhibits listed as applicable on the accompanying Exhibit
Index at page 17 are filed as part of this annual report.
Exhibit numbers (10)1. through (10)12. represent management
contracts or compensatory plans or arrangements required to be
filed as an exhibit by Item 601 of Regulation S-K.
(b) Reports on Form 8-K
None.
Page 9
FIELDCREST CANNON, INC.
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
(Item 14(a) 1 & 2)
Page Numbers of the
Annual report to
Shareowners
Consolidated statement of financial position at 18
December 31, 1993 and 1992
Consolidated statement of income and retained earnings 17
for each of the three years in the period ended
December 31, 1993
Consolidated statement of cash flows for each of the 19
three years in the period ended December 31, 1993
Notes to consolidated financial statements 20-30
Report of independent auditors 31
Page Numbers to this
Form 10-K
Schedules for each of the three years in the period
ended December 31, 1993:
V - Consolidated plant and equipment 11
VI - Consolidated accumulated depreciation of 12
plant and equipment
IX - Short-term borrowings 13
X - Supplementary income statement information 14
All other schedules are omitted because the required
information is not applicable or is not present in amounts sufficient
to require submission of the schedule, or because the information
required is included in the financial statements and notes thereto.
The consolidated financial statements listed in the above
index which are included in the Annual Report to Shareowners of
Fieldcrest Cannon, Inc. for the year ended December 31, 1993 are
hereby incorporated by reference. With exception of the pages
listed in the above index and the Items referred to in Part II, Items
5, 6, 7 and 8, the 1993 Annual Report to Shareowners is not to be
deemed filed as part of this report.
Page 10
FIELDCREST CANNON, INC.
SCHEDULE V - CONSOLIDATED PLANT AND EQUIPMENT
(In Thousands)
Balance at Balance at
Beginning of Additions Retirements Close of
Classification Year at Cost or Sales Year
Year Ended December 31, 1993:
Land $ 8,408 $ 76 $ (2,506) $ 5,978
Buildings 230,491 3,299 (52,381) 181,409
Equipment 447,274 11,558 (92,499) 366,333
Plant Additions in Process 11,931 9,882 (3,106) 18,707
Total $698,104 $24,815 $(150,492) (1) $572,427
Year Ended December 31, 1992:
Land $ 8,408 $ 24 $ (24) $ 8,408
Buildings 225,861 8,779 (4,149) 230,491
Equipment 434,723 23,547 (10,996) 447,274
Plant Additions in Process 19,199 (7,268) - 11,931
Total $688,191 $25,082 $(15,169) $698,104
Year Ended December 31, 1991:
Land $ 8,555 $ 54 $ (201) $ 8,408
Buildings 224,923 6,031 (5,093) 225,861
Equipment 402,670 38,140 (6,087) 434,723
Plant Additions in Process 19,429 (230) - 19,199
Total $655,577 $43,995 $(11,381) $688,191
(1) In 1993 the Company sold its carpet and rug operations.
Depreciation is provided on a straight-line basis on estimated useful lives;
buildings - 15 to 33 years; equipment - 5 to 15 years.
Page 11
FIELDCREST CANNON, INC.
SCHEDULE VI - CONSOLIDATED ACCUMULATED DEPRECIATION
OF PLANT AND EQUIPMENT
(In Thousands)
Balance at Additions Balance at
Beginning of Charged Retirements Close of
Classification Year to Income or Sales Year
Year Ended December 31, 1993:
Buildings $ 95,170 $ 8,945 $(20,183) $ 83,932
Equipment 230,502 25,093 (61,377) 194,218
Total $325,672 $34,038 $(81,560) (1) $278,150
Year Ended December 31, 1992:
Buildings $ 88,206 $ 9,115 $ (2,151) $ 95,170
Equipment 211,799 27,901 (9,198) 230,502
Total $300,005 $37,016 $(11,349) $325,672
Year Ended December 31, 1991:
Buildings $ 81,871 $ 9,015 $(2,680) $ 88,206
Equipment 190,104 27,136 (5,441) 211,799
Total $271,975 $36,151 $(8,121) $300,005
(1) In 1993 the Company sold its carpet and rug operations.
Page 12
FIELDCREST CANNON, INC.
SCHEDULE IX - SHORT-TERM BORROWINGS
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(In Thousands)
Maximum
amount Average Weighted
outstanding at amount average
Balance at any month-end outstanding interest
end of during the during the rate during
period period period (2) the period (2)
(1)
Notes payable to lenders :
1993 $ -0- $174,550 $32,804 6.12%
1992 $ 14,056 $175,638 $57,312 6.46%
1991 $165,564 $165,564 $36,654 8.54%
(1) Notes payable represent seasonal borrowing requirements during the year
under the Company's revolving credit facility and during 1993 and 1992
bank borrowings to finance the purchase of raw cotton and wool. The
revolving credit facility is also utilized for long-term financing.
Effective May 6, 1992, the Company obtained a new revolving credit
facility which allowed the Company to borrow up to $235 million through
January 3, 1996. The Company elected to reduce the facility to $150
million from $235 million in November 1993 because of reduced borrowing
requirements. The new facility replaced a $235 million bank term debt
agreement that would have matured December 31, 1992. Accordingly,
borrowings under the revolving credit facility were classified as long-
term debt in 1993 and 1992 and as short-term debt in 1991. Interest
rates on the revolving term debt were, at the Company's option, at the
prime rate fixed by The First National Bank of Boston plus 1%, or at a
Euromarket-based rate plus 2.5%. The average interest rate on the
revolving term debt was 6.3% on December 31, 1993.
(2) The average amount outstanding during the period was computed by
averaging the month-end balances during the year. The weighted average
interest rate was computed by dividing the interest expense by the
average daily amount outstanding.
Page 13
FIELDCREST CANNON, INC.
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
YEARS ENDED DECEMBER 31, 1993, 1992 and 1991
(In Thousands)
Charged to Costs and Expenses
1993 1992 1991
Advertising Costs $16,547 $17,652 $17,625
Maintenance and repairs $20,892 $19,555 $16,890
Depreciation and amortization of
intangible assets, preoperating
costs and similar deferrals (1) (1) (1)
Taxes, other than payroll and
income taxes (1) (1) (1)
Royalties (1) (1) (1)
(1) Less than 1% of total sales
Page 14
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.
FIELDCREST CANNON, INC.
March 2, 1994 By:
Charles G. Horn, President and
Chief Operating Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report signed below by the following persons on behalf of the registrant and
in the capacities on the dates indicated.
March 2, 1994
James M. Fitzgibbons
Chairman of the Board of Directors and Chief
Executive Officer (Principal Executive Officer)
March 2, 1994
Charles G. Horn, President and
Chief Operating Officer and Director
March 2, 1994
M. Kenneth Doss
Vice President and Secretary
March 2, 1994
Thomas R. Staab
Vice President and Chief Financial Officer
(Principal Financial Officer)
March 2, 1994
Clifford D. Paulsen
Controller (Principal Accounting Officer)
March 2, 1994
Tom H. Barrett
Director
March 2, 1994
C. R. Charbonnier
Director
Page 15
March 2, 1994
William E. Ford
Director
March 2, 1994
John C. Harned
Director
March 2, 1994
S. Roger Horchow
Director
March 2, 1994
W. Duke Kimbrell
Director
March 2, 1994
C. J. Kjorlien
Director
Page 16
EXHIBIT INDEX TO
ANNUAL REPORT ON FORM 10-K FOR
FIELDCREST CANNON, INC.
FOR THE YEAR ENDED DECEMBER 31, 1993
Page Number
Exhibit or Incorporation
Number Description by Reference to
(3) 1. Restated Certificate of Incorporation, Exhibit 3-1 to the
as amended to date. Registrant's Registration
Statement on Form S-3
filed on February 18,
1994.
2. Amended and Restated By-Laws of the Registrant Exhibit 3-1 to Report on
as amended to November 24, 1993. Form 8-K Filed on
December 9, 1993.
(4) 1. Rights Agreement, dated as of November 24, 1993, Exhibit 1 to the
between the Registrant and The First National Registrant's Registration
Bank of Boston, which includes as Exhibit A the Statement on Form 8-A
Form of Rights Certificate of Designations, as filed December 3, 1993.
Exhibit B the Form of Rights Certificate, and as
Exhibit C the Summary of Rights to Purchase
Preferred Stock.
2. Indenture dated as of March 15, 1987, relating to Exhibit 4.9 to the
the Registrant's 6% Convertible Subordinated Registrant's Registration
Debentures Due 2012 between the Registrant and Statement on Form S-3
Wachovia Bank and Trust Company, N.A., (No. 33-12436) filed on
including the form of debenture. March 6, 1987.
3. Indenture dated as of June 1, 1992, relating to Exhibit 4.7 of
the Senior Subordinated Debentures Due 2004, Amendment No. 1 to the
between the Registrant and First Union National Registrant's Registration
Bank, as Trustee, including the form of Statement on Form S-3
debenture. (No. 33-47348) filed on
June 3, 1992.
4. Amended and Restated Revolving Credit 19 - 106
Agreement dated as of March 10, 1994 by and
among the Registrant, The First National Bank of
Boston as agent, Continental Bank N.A., Philadelphia
National Bank, and First Union National Bank of
North Carolina, as lead managers, and certain lenders.
The registrant, by signing this Report, agrees to
furnish the Securities and Exchange Commission
upon its request a copy of any instrument which
defines the rights of holders of long-term debt of the
Registrant and all of its subsidiaries for which
consolidated or unconsolidated financial statements
are required to be filed, and which authorizes a total
amount of securities not in excess of 10% of the
total assets of the Registrant and its subsidiaries on
a consolidated basis.
Page 17
Page Number
Exhibit or Incorporation
Number Description by Reference to
(10) 1. Amended and Restated Director Stock Option Exhibit A to the
Plan of the Registrant approved by the Registrant's proxy
stockholders of the Corporation on April 28, statement for the annual
1992. meeting of shareowners
held on April 28, 1992.
2. Stock Option Agreement between the Registrant Exhibit 4.1 to the
and James M. Fitzgibbons dated as of September Registrant's Registration
11, 1991. Statement on Form S-8
filed on December 23,
1991.
3. Employee Retention Agreement between Registrant Exhibit 10.2 to Report
and James M. Fitzgibbons effective as of on Form 10-Q for the
July 9, 1993. quarter ended September
30, 1993.
4. Employment Agreement between the Registrant Exhibit 10-2 to Report
and Charles G. Horn dated as of January 1, on Form 10-K for fiscal
1988. year ending December
31, 1988.
5. Instrument of Amendment dated October 23, Exhibit 10-3 to Report
1989, between the Registrant and Charles G. on Form 10-K for fiscal
Horn, amending Exhibit 10-4 above. year ending December
31, 1989.
6. Instrument of Amendment dated July 23, 1993 by Exhibit 10.1 to Report
and between the Registrant and Charles G. Horn, on Form 10-Q for the
amending the employment agreement between the quarter ended September
Registrant and Charles G. Horn dated as of 30, 1993.
January 1, 1988.
7. Employee Retention Agreement between the Exhibit 10.4 to Report
Registrant and Chris L. Kametches effective on Form 10-Q for the
as of July 9, 1993. quarter ended September
30, 1993.
8. Instrument of Amendment dated July 29, 1993 Exhibit 10.5 to Report
between the Registrant and Chris L. Kametches, on Form 10-Q for the
amending Exhibit 10.7 above. quarter ended September
30, 1993.
9. Employee Retention Agreement between the 107 - 128
Registrant and Robert E. Dellinger effective
as of July 9, 1993.
10. Instrument of Amendment dated July 29, 1993 129
between the Registrant and Robert E. Dellinger,
amending Exhibit 10.9 above.
11. Form of Employee Retention Agreement between Exhibit 10.6 to Report
the Registrant and other executive officers of on Form 10-Q for the
the Registrant effective as of July 9, 1993. quarter ended September
30, 1993.
12. Form of Instrument of Amendment dated July 29, Exhibit 10.7 to Report
1993 between the Registrant and other executive on Form 10-Q for the
officers of the Registrant, amending Exhibit 10.11 quarter ended September
above. 30, 1993.
(11) Computation of Primary and Fully Diluted Net Income 130 - 132
(Loss) per Share.
(13) 1993 Annual Report to Shareowners. 133 - 154
(21) Subsidiaries of the Registrant. 155
(23) Consent of independent auditors. 156
Page 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, thereunto duly authorized.
FIELDCREST CANNON, INC.
March 3, 1993 By: /s/ Charles G. Horn
Charles G. Horn, President and
Chief Operating Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report signed below by the following persons on behalf of the registrant and
in the capacities on the dates indicated.
/s/ James M. Fitzgibbons March 2, 1994
James M. Fitzgibbons
Chairman of the Board of Directors and Chief
Executive Officer (Principal Executive Officer)
/s/ Charles G. Horn March 2, 1994
Charles G. Horn, President and
Chief Operating Officer and Director
/s/ M. Kenneth Doss March 2, 1994
M. Kenneth Doss
Vice President and Secretary
/s/ Thomas R. Staab March 2, 1994
Thomas R. Staab
Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Clifford D. Paulsen March 2, 1994
Clifford D. Paulsen
Controller (Principal Accounting Officer)
/s/ Tom H. Barrett March 2, 1994
Tom H. Barrett
Director
/s/ C. R. Charbonnier March 2, 1994
C. R. Charbonnier
Director
Page 15
/s/ William E. Ford March 2, 1994
William E. Ford
Director
/s/ John C. Harned March 2, 1994
John C. Harned
Director
/s/ S. Roger Horchow March 2, 1994
S. Roger Horchow
Director
/s/ W. Duke Kimbrell March 2, 1994
W. Duke Kimbrell
Director
/s/ C. J. Kjorlien March 2, 1994
C. J. Kjorlien
Director
Page 16