SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the period ended April 28, 1996
Commission File No. 0-12781
CULP, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-1001967
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or other organization)
101 S. Main St., High Point, North Carolina 27261-2686
(Address of principal executive offices) (zip code)
(910) 889-5161
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.05/Share
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to the filing requirements for
at least the past 90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation SK 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.[(Check Mark)]
As of July 11, 1996, 11,302,613 shares of common stock were outstanding.
The aggregate market value of the voting stock held by non-affiliates of the
registrant on that date was $95,546,810 based on the closing sales price of such
stock as quoted through the National Association of Securities Dealers, Inc.
Automated Quotation System (NASDAQ), assuming, for purposes of this report, that
all executive officers and directors of the registrant are affiliates.
DOCUMENTS INCORPORATED BY REFERENCE
Part II
Portions of the company's Annual Report to Shareholders for the fiscal year
ended April 28, 1996 are incorporated by reference into Items 5, 6, 7 and 8.
Part III
The company's Proxy Statement dated July 19, 1996 in connection with its
Annual Meeting of Shareholders to be held on September 17, 1996 is incorporated
by reference into Items 10, 11, 12 and 13.
Exhibits listed beginning on page 23
CULP, INC.
FORM 10-K REPORT
TABLE OF CONTENTS
Item No.
Page
PART I
1. Business
General Development.........................................4
Industry Segment............................................4
Products....................................................5
Manufacturing...............................................5
Product Design and Styling..................................6
Sales and Distribution......................................7
Sources and Availability of Raw Materials...................7
Patents, Trademarks and Licenses............................8
Customers...................................................8
Backlog.....................................................8
Competition.................................................8
Research and Development....................................9
Governmental Regulations....................................9
Employees...................................................9
Foreign and Domestic Operations
and International Sales....................................9
Seasonality................................................10
Inflation..................................................10
2. Properties......................................................11
3. Legal Proceedings...............................................12
4. Submission of Matters to a Vote of
Security Holders...............................................12
PART II
5. Market for the Registrant's Common Stock
and Related Stockholder Matters.................................12
6. Selected Financial Data.........................................12
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7. Management's Discussion and Analysis of
Financial Condition and Results of Operations ............12
8. Consolidated Financial Statements and Supplementary Data...13
9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure....................13
PART III
10. Directors and Executive Officers of the
Registrant................................................13
11. Executive Compensation ....................................13
12. Security Ownership of Certain
Beneficial Owners and Management..........................14
13. Certain Relationships and Related
Transactions..............................................14
PART IV
14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K ...................................15
Documents filed as part of this report.....................15
Exhibits...................................................16
Reports on Form 8-K .......................................21
Financial Statement Schedules .............................21
Signatures ................................................22
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PART I
ITEM 1. BUSINESS
GENERAL DEVELOPMENT
THE COMPANY. Culp, Inc. (the company) manufactures and markets upholstery
fabrics and mattress tickings primarily for use in the furniture, bedding and
institutional furnishings (contract) industries. The company's products are
marketed throughout the United States by its own sales staff and internationally
by a combination of a small internal sales staff and a network of outside sales
agents. The company ships directly to customers from its manufacturing
facilities. In addition, under its National Warehouse Program, the company
inventories popular patterns of its fabrics in its regional distribution
facilities for immediate delivery to customers. The company's executive offices
are located in High Point, North Carolina, and its ten (10) manufacturing
facilities are located in, or near, Burlington and Stokesdale, North Carolina,
Anderson and Pageland, South Carolina, West Hazleton, Pennsylvania, Rossville,
Georgia and St. Jerome, Canada. The company was organized as a North Carolina
corporation in 1972.
CAPITAL EXPENDITURES. During the year ended April 28, 1996, the company
spent approximately $14.4 million in capital expenditures. These included
planned expenditures of approximately $8.5 million relating to continued
expansion of vertical integration and yarn manufacturing, expansion of weaving
capacity, and additional hardware purchases in connection with upgrading the
company's information systems. The acquisition of Rayonese Textile Inc.
(completed in March of 1995) included a plan for $6 million of additional
capital expenditures to substantially increase jacquard weaving capacity at the
Rayonese plant, of which $2.5 million was incurred in fiscal 1996. Additionally,
during fiscal 1996, the company increased its capital spending plans by $3.4
million from the planned amount of $11.0 million in order to accelerate two
projects previously scheduled for fiscal 1997. These projects involve expanding
the company's production capacity for its jacquard and wet prints product lines.
The company's capital expenditure budget for fiscal 1997 is approximately $16.5
million. Capital expenditures are being funded by internally generated funds and
bank borrowings.
INDUSTRY SEGMENT
The company operates in one segment and is principally involved in the
designing, manufacturing and marketing of upholstery fabrics and mattress
ticking used in the home and commercial furnishings (contract) industry on a
world-wide basis.
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PRODUCTS
The company's products include principally upholstery fabrics and mattress
ticking. The company is expanding its production of home textile fabrics,
including fabrics used in comforters and bedspreads, but these products did not
constitute a material part of the company's business in fiscal 1996.
UPHOLSTERY FABRICS. The company derives the majority of its revenues from
the sale of upholstery fabrics primarily to the residential and commercial
(contract) furniture markets. Sales of upholstery fabrics were 81% of sales in
fiscal 1996, 83% in 1995 and 84% in 1994. The company has emphasized fabrics and
patterns that have broad appeal at promotional to medium prices, generally
ranging from $2.25 per yard to $7.00 per yard.
Principal types of upholstery fabrics sold include flat wovens (both
jacquard and dobby constructions) velvets (woven, tufted and flocks), and prints
(jacquards and dobby overprints).
MATTRESS TICKING. The company manufactures mattress ticking (fabric used
for covering mattresses and box springs) for sale to bedding manufacturers.
Sales of mattress ticking constituted 19% of sales in fiscal 1996, 17% in 1995
and 16% in 1994.
MANUFACTURING
GENERAL. The company manufactures substantially all of the products it
sells. Manufactured fabrics constituted approximately 99% of sales in fiscal
1996, 1995 and 1994.
CULP WEAVING. The Culp Weaving operation has two manufacturing plants. Its
largest facility, located in Graham, North Carolina, houses upholstery jacquard
weaving looms, ticking jacquard weaving looms, a package dye house and yarn
preparation equipment. The second Culp Weaving plant, located in Pageland, South
Carolina, manufactures flat woven dobby fabrics.
UPHOLSTERY PRINTS. The Upholstery Prints plant, near Burlington, North
Carolina, uses a heat-transfer printing process to print primarily flocked
upholstery fabrics and to print paper for heat-transfer upholstery fabrics and
mattress ticking. This plant also uses a wet printing process for velvet
fabrics. In addition, Upholstery Prints produces tufted velvets and operates
finishing ranges for back-coating and print preparation of fabric and several
surface-finishing lines for its tufted velvet fabrics. The plant also houses a
distribution facility which distributes upholstery fabrics to "direct ship"
customers and to the company's regional distribution facilities for fabrics from
the Upholstery Prints and Culp Woven Velvets facilities.
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CULP FINISHING. The Culp Finishing plant, located in Burlington, North
Carolina, contains finishing ranges for finishing woven upholstery fabrics. The
plant also houses significant distribution facilities, which handle distribution
of upholstery fabrics to "direct-ship" customers and to the company's regional
distribution facilities for the Culp Weaving facilities.
CULP WOVEN VELVETS. The Culp Woven Velvets plant, in Anderson, South
Carolina, contains weaving machines for the production of woven velvets. In
addition, the plant houses yarn preparation equipment, a finishing range and
surface finishing equipment.
CULP TICKING. The Culp Ticking plant, in Stokesdale, North Carolina,
produces mattress ticking. It utilizes both pigment and heat-transfer printing
methods to print ticking material. The plant contains a rotary screen print
operation, heat-transfer equipment and a finishing range. In addition, the plant
houses finished goods for distribution of mattress ticking.
ROSSVILLE. The Rossville plant, located in Rossville, Georgia, is part of
the Rossville/Chromatex business unit, which was acquired by the company in
November 1993. This facility contains yarn preparation equipment, dobby looms,
and finishing equipment, all of which are used to produce flat woven dobby
fabric. This plant also contains its own distribution and shipping facilities.
CHROMATEX. The Chromatex plant is located in West Hazleton, Pennsylvania,
and it comprises the remainder of the Rossville/Chromatex business unit. This
plant produces jacquard upholstery fabrics, and it contains all of the yarn
preparation equipment, looms, finishing equipment and distribution facilities
used by the Rossville/Chromatex business unit for woven jacquard fabrics.
RAYONESE. The Rayonese plant is owned by the company's subsidiary, Rayonese
Textile Inc., and is located in St. Jerome, Canada. Rayonese was acquired by the
company in March 1995. This plant produces comforter fabrics, upholstery fabrics
and mattress ticking and also contains yarn spinning equipment. The plant also
contains its own distribution facilities.
PRODUCT DESIGN AND STYLING
The company has a staff of designers that specializes in development of new
patterns for upholstery fabrics and mattress tickings. The company also
purchases some fabric designs from independent artists. The company believes
styling and design are key elements to its success and has increased
significantly the number of people and other resources dedicated to this area in
recent years. The company's design staff works closely with marketing personnel
to identify and respond to market trends.
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SALES AND DISTRIBUTION
UPHOLSTERY FABRICS. The company markets upholstery fabrics in the United
States through two primary methods: (i) a "direct-ship" operation from its
fabric-manufacturing facilities and (ii) a National Warehouse Program whereby
inventory is stocked in regional distribution facilities located in High Point,
North Carolina, Tupelo, Mississippi and Los Angeles, California. The
"direct-ship" program permits customers to arrange for direct shipments from the
company's manufacturing facilities. This method generally permits lower pricing,
but requires longer delivery times than the National Warehouse Program, which is
dependent upon maintenance of current pattern inventories. The company closely
monitors current demand in each distribution territory and believes it is
therefore able to respond quickly to the needs of customers. The company
receives higher prices for products sold through its National Warehouse Program
to compensate it for the cost of maintaining inventories and local distribution
facilities. In addition, the company markets contract upholstery fabric lines. A
small sales staff is responsible for sales and marketing of products for the
company's "direct ship" program.
RAYONESE. Rayonese has its own sales staff and distribution facilities
(both upholstery and ticking).
MATTRESS TICKING. The company distributes mattress ticking from its
facility in Stokesdale, North Carolina, and from the company's Los Angeles,
California warehouse.
INTERNATIONAL SALES. In addition to its U. S. operations, the company sells
and distributes upholstery fabrics and mattress ticking in many countries
abroad. International sales are handled both by the company's internal sales
staff and independent sales agents. The largest volume of international sales
during fiscal 1996 was to North America. In the year ended April 28, 1996,
international sales outside of the U.S., including sales to exporters, totaled
$77,397,000, or approximately 22% of the company's net sales.
International sales were $57,971,000, or approximately 19% of net sales, in
fiscal 1995 and $44,038,000, or approximately 18% of net sales, in fiscal 1994.
Additional information relating to international sales may be found in note
14 of the company's consolidated financial statements, included in the Annual
Report to Shareholders.
SOURCES AND AVAILABILITY OF RAW MATERIALS
The company purchases various types of primarily man-made yarns, greige
goods and fibers for the manufacture of upholstery fabrics and mattress ticking.
Future price levels of raw materials will depend upon supply and demand
conditions and general inflation. Generally, the company has not had significant
difficulty in obtaining raw materials.
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PATENTS, TRADEMARKS, AND LICENSES
The company believes that its patents, trademarks and licenses are not
material to its business.
CUSTOMERS
The company is not dependent upon a single customer or a group of
customers, the loss of which would have a materially adverse effect upon the
business of the company. No single customer accounted for more than 10% of the
company's net sales in fiscal 1996. The company sells upholstery fabrics
primarily to domestic upholstered furniture manufacturers, institutional
furnishings manufacturers and foreign distributors and manufacturers of
upholstered furniture. The company markets its mattress ticking principally to
bedding manufacturers. The company's domestic customers are distributed
throughout the nation; however, its greatest sales are in areas where there is a
heavy concentration of furniture manufacturing.
BACKLOG
Because a large portion of the company's customers have an opportunity to
cancel orders, it is difficult to predict the amount of the backlog that is
"firm." Many customers may cancel orders before goods are placed into
production, and some may cancel at a later time. In addition, the company
markets a significant portion of its sales through its National Warehouse
Program from in-stock order positions. On April 28, 1996, the portion of the
backlog with confirmed shipping dates prior to June 3, 1996 was $34,467,000.
COMPETITION
The upholstery fabrics market is highly fragmented and competitive and no
one firm dominates the United States market. The company believes its principal
upholstery fabrics competitors are the Burlington House Fabrics division of
Burlington Industries, Inc., Joan Fabrics Corporation, Malden Mills, Inc., the
Mastercraft Division of Collins & Aikman Company, Microfibers, Inc., and Quaker
Fabric Corporation.
The mattress ticking market is concentrated in a few relatively large
suppliers. The company believes its principal mattress ticking competitors are
Blumenthal Print Works, Inc., Burlington Industries, Inc., and Tietex, Inc.
Competition for the company's products is based primarily on design,
quality, timing of delivery, service, and price. Some of the company's
competitors have greater resources than the company. Although U.S. statistics
for the upholstery fabric and mattress ticking markets are not generally
available, the company believes it is the largest supplier of upholstery fabrics
to the furniture trade and one of the three largest suppliers of mattress
ticking to the bedding trade. To date, the company has experienced no
significant competition from imports.
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RESEARCH AND DEVELOPMENT
The company's only material research and development is done in the product
design and styling area previously described in this report under the subheading
"Product Design and Styling".
GOVERNMENTAL REGULATIONS
The company is subject to various federal and state laws and regulations,
including the Occupational Safety and Health Act and federal and state
environmental laws. Rayonese is subject to similar laws and regulations in
Canada. The company is not aware of any material violation of such laws and
regulations. Continued compliance is not expected to have a material effect upon
capital expenditures, earnings or the competitive position of the company.
EMPLOYEES
At April 28, 1996 the company had 2,966 employees. A small portion
(approximately 15%) of the company's work force is represented by a union. This
includes all of the hourly employees at the Chromatex facility and all of the
hourly employees at the Rayonese facility. The company is not aware of any
attempt to organize any more of its employees and believes its employee
relations are good.
FOREIGN AND DOMESTIC OPERATIONS AND INTERNATIONAL SALES
Information concerning the company's U.S. operations and international
sales is included in this report under the subheading "Sales and Distribution".
Rayonese Textile Inc., which was acquired in March 1995, is located in St.
Jerome, Canada, and constitutes the company's only operation outside of the U.S.
During fiscal 1996, Rayonese had revenues of approximately $12,256,000, of which
$4,548,000 were intercompany shipments. This compares to the 56 days that the
company owned Rayonese during fiscal 1995, for which Rayonese had revenues of
approximately $2,272,000, of which $894,000 were intercompany shipments.
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SEASONALITY
The company's business is only slightly seasonal, with increased sales
during the second and fourth quarters of each year. This seasonality results
primarily from one-week closings of the company's manufacturing facilities, and
the facilities of most of its customers, during the first and third quarters for
the July 4th and Christmas holiday weeks.
INFLATION
The extent to which the company has been affected by inflation is discussed
in Item 7. Management's Discussion and Analysis of Financial Conditions and
Results of Operations under the caption "Inflation."
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ITEM 2. PROPERTIES
As of April 28, 1996, the company operated in ten (10) manufacturing
facilities, three (3) additional distribution facilities and a corporate
headquarters. One (l) of the manufacturing facilities, two (2) of the
distribution facilities and the corporate headquarters are leased from entities
related to the company or its shareholders and directors. The related party
leases are described in Item 13 of this report.
Following is a summary of the company's principal administrative,
manufacturing and distribution facilities as of April 28, 1996.
Principal Total Area Expiration
Location Use (Sq. Ft.) Date (l)
High Point, NC (2) Corporate 33,440 2015
headquarters
High Point, NC (2) Distribution 65,000 2003
Los Angeles, CA(4) Distribution 45,000 2002
Tupelo, MS (2) Distribution 35,000 2002
Burlington, NC (2) Manufacturing 242,000 2009
Anderson, SC (3) Manufacturing 99,000 N/A
Burlington, NC (3) Manufacturing 302,000 N/A
and distribution
Graham, NC (3) Manufacturing 341,000 N/A
Stokesdale, NC (3) Manufacturing 140,000 N/A
and distribution
Pageland, SC (3) Manufacturing 96,000 N/A
Rossville, GA (4) Manufacturing 396,000 2001
and distribution
W. Hazleton, PA (4) Manufacturing 100,000 2013
and distribution
W. Hazleton, PA (4) Manufacturing 110,000 2008
St. Jerome, Canada (3) Manufacturing 202,000 N/A
and distribution
(l) Includes all options to renew
(2) Leased from related party
(3) Owned by the company
(4) Leased from unrelated party
The company also leases showrooms in Tupelo, Mississippi and High Point, North
Carolina.
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The company believes its manufacturing and distribution facilities, and its
equipment, are generally in excellent condition, suitable and adequate for its
current operations. The company's productive capacity has expanded to meet
growing needs.
ITEM 3. LEGAL PROCEEDINGS
There are no legal proceedings to which the company, or its subsidiaries,
is a party or of which any of their property is the subject that are required to
be disclosed under this item.
ITEM 4. SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of shareholders during the fourth
quarter ended April 28, 1996.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON
STOCK AND RELATED STOCKHOLDER MATTERS
Information with respect to the market for the company's common stock and
related shareholder matters is included in the company's Annual Report to
Shareholders for the year ended April 28, 1996, in the Consolidated Statements
of Shareholders' Equity (dividend information), in the Selected Quarterly Data
under the caption "Stock Data," in the Selected Annual Data under the caption
"Stock Data," and on the back cover page, in the Corporate Directory, under the
caption "Stock Listing," which information is herein incorporated by reference.
ITEM 6. SELECTED FINANCIAL DATA
This information is included in the company's above referenced Annual
Report to Shareholders, under the caption "Selected Annual Data," and is herein
incorporated by reference.
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 is included in the company's above referenced Annual Report to
Shareholders under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations", and is herein incorporated by
reference.
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ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA
The consolidated financial statements and supplementary data are included
in the company's above referenced Annual Report to Shareholders, and are herein
incorporated by reference. Item 14 of this report contains specific page number
references to the consolidated financial statements and supplementary data
included in the Annual Report.
EXCEPT FOR SUCH PORTIONS OF THE COMPANY'S ANNUAL REPORT TO
SHAREHOLDERS FOR THE YEAR ENDED APRIL 28, 1996 THAT ARE EXPRESSLY
INCORPORATED BY REFERENCE INTO THIS REPORT, SUCH REPORT IS NOT TO
BE DEEMED FILED AS PART OF THIS FILING.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
During the two years ended April 28, 1996 and any subsequent interim
periods, there were no changes of accountants and/or disagreements on any
matters of accounting principles or practices or financial statement
disclosures.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to executive officers and directors of the company
is included in the company's definitive Proxy Statement to be filed on or about
July 19, 1996 pursuant to Regulation 14A of the Securities and Exchange
Commission, under the caption "Nominees, Directors and Executive Officers" and
"Reports Of Securities Ownership", which information is herein incorporated by
reference.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to executive compensation is included in the
company's definitive Proxy Statement to be filed on or about July 19, 1996
pursuant to Regulation 14A of the Securities and Exchange Commission, under the
caption "Executive Compensation", which information is herein incorporated by
reference.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Information with respect to the security ownership of certain beneficial
owners and management is included in the company's definitive Proxy Statement to
be filed on or about July 19, 1996, pursuant to Regulation 14A of the Securities
and Exchange Commission, under the caption "Voting Securities", which
information is herein incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to certain relationships and related transactions
is included in the company's definitive Proxy Statement to be filed on or about
July 19, 1996, pursuant to Regulation 14A of the Securities and Exchange
Commission, under the subcaption "Certain Relationships and Related
Transactions", which information is herein incorporated by reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
a) Documents Filed as Part of this Report:
1. Consolidated Financial Statements
The following consolidated financial statements of Culp, Inc. from the
company's Annual Report to Shareholders for the year ended April 28, 1996, are
incorporated by reference into this report.
Page of Annual
Report to
Shareholders
Item [Exhibit 13(a)]
Balance sheets - April 28, 1996 and......................10
April 30, 1995
Statements of Income -
for the years ended April 28, 1996,
April 30, 1995 and May 1, 1994 .........................11
Statements of Shareholders' Equity -
for the years ended April 28, 1996,
April 30, 1995 and May 1, 1994 .........................12
Statements of Cash Flows -
for the years ended April 28, 1996,
April 30, 1995 and May 1, 1994 .........................13
Notes to Financial Statements ...........................14
Report of independent auditors for the years
ended April 28, 1996, April 30, 1995
and May 1, 1994.........................................21
2. Financial Statement Schedules
All financial statement schedules are omitted because they are not
applicable, or not
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required, or because the required information is included in the consolidated
financial statements or notes thereto.
With the exception of portions expressly incorporated by reference into
this report in Items 5, 6, 7 and 8, the company's Annual Report to Shareholders
for the year ended April 28, 1996 is not to be deemed filed as a part of this
report.
3. Exhibits
The following exhibits are attached at the end of this report, or
incorporated by reference herein. Management contracts, compensatory plans, and
arrangements are marked with an asterisk (*).
(a) The following exhibits are filed as part of this report or incorporated by
reference.
3(i) Articles of Incorporation of the company, as amended, were filed as
Exhibit 3(i) to the company's Form 10-Q for the quarter ended January
29, 1995, filed March 15, 1995, and are incorporated herein by
reference.
3(ii) Restated and Amended Bylaws of the company, as amended, were filed as
Exhibit 3(b) to the company's Form 10-K for the year ended April 28,
1991, filed July 25,1991, and are incorporated herein by reference.
4(a) Form of Common Stock Certificate of the company was filed as Exhibit
4(a) to Amendment No. 1 to the company's registration statement No.
2-85174, filed on August 30, 1983, and is incorporated herein by
reference.
10(a) Loan Agreement dated December 1, 1988 with Chesterfield County, South
Carolina relating to Series 1988 Industrial Revenue Bonds in the
principal amount of $3,377,000 and related Letter of Credit and
Reimbursement Agreement dated December 1, 1988 with First Union
National Bank of North Carolina were filed as Exhibit 10(n) to the
company's Form 10-K for the year ended April 29, 1989, and are
incorporated herein by reference.
10(b) Loan Agreement dated November 1, 1988 with the Alamance County
Industrial Facilities and Pollution Control Financing Authority
relating to Series A and B Industrial Revenue Refunding Bonds in the
principal amount of $7,900,000, and related Letter of Credit and
Reimbursement Agreement dated November 1, 1988 with First Union
National Bank of North Carolina were filed as exhibit 10(o) to the
company's Form 10-K
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for the year ended April 29, 1990, and are incorporated herein by
reference.
10(c) Loan Agreement dated January, 1990 with the Guilford County Industrial
Facilities and Pollution Control Financing Authority, North Carolina,
relating to Series 1989 Industrial Revenue Bonds in the principal
amount of $4,500,000; and related Letter of Credit and Reimbursement
Agreement dated January 5, 1990 with First Union National Bank of North
Carolina was filed as Exhibit 10(d) to the company's Form 10-K for the
year ended April 19, 1990, filed on July 15, 1990, and is incorporated
herein by reference.
10(d) Loan Agreement dated as of December 1, 1993 between Anderson County,
South Carolina and the company relating to $6,580,000 Anderson County,
South Carolina Industrial Revenue Bonds (Culp, Inc. Project) Series
1993, and related Letter of Credit and Reimbursement Agreement dated as
of December 1, 1993 by and between the company and First Union National
Bank of North Carolina were filed as Exhibit 10(o) to the Company's
Form 10-Q for the quarter ended January 30, 1994, filed March 16, 1994,
and is incorporated herein by reference.
10(e) Severance Protection Agreement, dated September 21, 1989, was filed as
Exhibit 10(f) to the company's Form 10-K for the year ended April 29,
1990, filed on July 25 1990, and is incorporated herein by
reference.(*)
10(f) Lease Agreement, dated January 19, 1990, with Phillips Interests, Inc.
was filed as Exhibit 10(g) to the company's Form 10-K for the year
ended April 29, 1990, filed on July 25, 1990, and is incorporated
herein by reference.
10(g) Management Incentive Plan of the company, dated August 1986 and amended
July 1989, filed as Exhibit 10(o) to the company's Form 10-K for the
year ended May 3, 1992, filed on August 4, 1992, and is incorporated
herein by reference. (*)
10(h) Lease Agreement, dated September 6, 1988, with Partnership 74 was filed
as Exhibit 10(h) to the company's Form 10-K for the year ended April
28, 1991, filed on July 25, 1990, and is incorporated herein by
reference.
10(i) Amendment and Restatement of the Employees's Retirement Builder
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Plan of the company dated May 1, 1981 with amendments dated January
1, 1990 and January 8, 1990 were filed as Exhibit 10(p) to the
company's Form 10-K for the year ended May 3, 1992, filed on August
4, 1992, and is incorporated herein by reference. (*)
10(j) First Amendment of Lease Agreement dated July 27, 1992 with Partnership
74 Associates was filed as Exhibit 10(n) to the company's Form 10-K
for the year ended May 2, 1993, filed on July 29, 1993, and is
incorporated herein by reference.
10(k) Second Amendment of Lease Agreement dated April 16, 1993, with
Partnership 52 Associates was filed as Exhibit 10(1) to the company's
Form 10-K for the year ended May 2, 1993, filed on July 29, 1993, and
is incorporated herein by reference.
10(l) 1993 Stock Option Plan was filed as Exhibit 10(o) to the company's Form
10-K for the year ended May 2, 1993, filed on July 29, 1993, and is
incorporated herein by reference. (*)
10(m) First Amendment to Loan Agreement dated as of December 1, 1993 by and
between The Guilford County Industrial Facilities and Pollution Control
Financing Authority and the company was filed as Exhibit 10(p) to the
company's Form 10-Q, filed on March 15, 1994, and is incorporated
herein by reference.
10(n) First Amendment to Loan Agreement dated as of December 16, 1993 by and
between The Alamance County Industrial Facilities and Pollution Control
Financing Authority and the company was filed as Exhibit 10(q) to the
company's Form 10-Q, filed on March 15, 1994, and is incorporated
herein by reference.
10(o) First Amendment to Loan Agreement dated as of December 16, 1993 by and
between Chesterfield County, South Carolina and the company was filed
as Exhibit 10(r) to the company's Form 10-Q, filed on March 15, 1994,
and is incorporated herein by reference.
10(p) Amendment to Lease dated as of November 4, 1994, by and between the
company and RDC, Inc. was filed as Exhibit 10(w) to the company's Form
10-Q, for the quarter ended January 29, 1995, filed on March 15, 1995,
and is incorporated herein by reference.
10(q) Amendment to Lease Agreement dated as of December 14, 1994, by and
between the company and Rossville Investments, Inc. (formerly
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known as A & E Leasing, Inc.) was filed as Exhibit 10(y) to the
company's Form 10-Q, for the quarter ended January 29, 1995, filed on
March 15, 1995, and is incorporated herein by reference.
10(r) Interest Rate Swap Agreement between company and First Union National
Bank of North Carolina dated April 17, 1995, was filed as Exhibit
10(aa) to the company's Form 10-K for the year ended April 30, 1995,
filed on July 26, 1995, and is incorporated herein by reference.
10(s) Performance-Based Stock Option Plan, dated June 21, 1994, was filed as
Exhibit 10(bb) to the company's Form 10-K for the year ended April 30,
1995, filed on July 26, 1995, and is incorporated herein by
reference.(*)
10(t) Interest Rate Swap Agreement between company and First Union National
Bank of North Carolina, dated May 31, 1995 was filed as exhibit 10(w)
to the company's Form 10-Q for the quarter ended July 30, 1995, filed
on September 12, 1995, and is incorporated herein by reference.
10(u) Interest Rate Swap Agreement between company and First Union National
Bank of North Carolina, dated July 7, 1995 was filed as exhibit 10(x)
to the company's Form 10-Q for the quarter ended July 30, 1995, filed
on September 12, 1995, and is incorporated herein by reference.
10(v) Second Amendment of Lease Agreement dated June 15, 1994 with
Partnership 74 Associates was filed as Exhibit 10(v) to the company's
Form 10-Q for the quarter ended October 29, 1995, filed on December 12,
1995, and is incorporated herein by reference.
10(w) Lease Agreement dated November 1, 1993 by and between the company and
Chromatex, Inc. was filed as Exhibit 10(w) to the company's Form 10-Q
for the quarter ended October 29, 1995, filed on December 12, 1995, and
is incorporated herein by reference.
10(x) Lease Agreement dated November 1, 1993 by and between the company and
Chromatex Properties, Inc. was filed as Exhibit 10(x) to the company's
Form 10-Q for the quarter ended October 29, 1995, filed on December 12,
1995, and is incorporated herein by reference.
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10(y) Amendment to Lease Agreement dated May 1, 1994 by and between the
company and Chromatex Properties, Inc. was filed as Exhibit 10(y) to
the company's Form 10-Q for the quarter ended October 29, 1995, filed
on December 12, 1995, and is incorporated herein by reference.
10(z) Canada-Quebec Subsidiary Agreement on Industrial Development (1991),
dated January 4, 1995, was filed as Exhibit 10(z) to the company's Form
10-Q for the quarter ended October 29, 1995, filed on December 12,
1995, and is incorporated herein by reference.
10(aa) Loan Agreement between Chesterfield County, South Carolina and the
company dated as of April 1, 1996 relating to Tax Exempt Adjustable
Mode Industrial Development Bonds (Culp, Inc. Project) Series 1996 in
the aggregate principal amount of $6,000,000.
10(bb) 1996 Amended and Restated Credit Agreement dated as of April 1, 1996 by
and among the company, First Union National Bank of North Carolina and
Wachovia Bank of North Carolina, N.A.
13(a) Copy of the company's 1996 Annual Report to Shareholders, for the
year ended April 28, 1996, furnished for information only except with
respect to those portions incorporated by reference into this report.
22 List of subsidiaries of the company.
24(a) Consent of Independent Public Auditors in connection with the
registration statements of Culp, Inc. on Form S-8 (File Nos. 33-13310,
33-37027, 33-80206 and 33-62843), dated March 20, 1987, September
18, 1990, June 13, 1994, and September 21, 1995.
25(a) Power of Attorney of Andrew W. Adams, dated June 14, 1996
25(b) Power of Attorney of Judith C. Walker, dated June 16, 1996.
25(c) Power of Attorney of Howard L. Dunn, Jr., dated June 16, 1996.
25(d) Power of Attorney of Baxter P. Freeze, dated June 18, 1996.
25(e) Power of Attorney of Earl M. Honeycutt, dated June 16, 1996.
25(f) Power of Attorney of Patrick H. Norton, dated June 17, 1996.
25(g) Power of Attorney of Earl N. Phillips, Jr., dated June 17, 1996.
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25(h) Power of Attorney of Bland W. Worley, dated June 18, 1996.
27 Financial Data Schedule
b) Reports on Form 8-K:
The company filed the following report on Form 8-K during the quarter ended
April 28, 1996:
(l) Form 8-K dated February 9, 1996, included under Item 5, Other
Events, disclosure of the company's press release for quarterly
earnings and Financial Information Release relating to financial
information for the quarter ended January 28, 1996.
c) Exhibits:
The exhibits to this Form 10-K are filed at the end of this Form 10-K
immediately preceded by an index. A list of the exhibits begins on page 23-under
the subheading "Exhibits Index".
d) Financial Statement Schedules:
See Item 14(a)(2)
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SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, CULP, INC. has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 25th day of July, 1996.
CULP, INC.
By: /s/ Robert G. Culp, III
Robert G. Culp, III
(Chairman and Chief Executive Officer)
By: /s/ Franklin N. Saxon
Franklin N. Saxon
(Vice President and Chief
Financial and Accounting 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 and in the capacities indicated on the 25th day of July, 1996.
/s/ Robert G. Culp, III /s/ Franklin N. Saxon
Robert G. Culp, III Franklin N. Saxon
(Chairman of the (Director)
Board of Directors)
/s/ Earl N. Phillips, Jr.* /s/ Judith C. Walker *
Earl N. Phillips, Jr. Judith C. Walker
(Director) (Director)
/s/ Howard L. Dunn, Jr.* /s/ Baxter P. Freeze *
Howard L. Dunn, Jr. Baxter P. Freeze
(Director) (Director)
/s/ Andrew W. Adams* /s/ Patrick H. Norton*
Andrew W. Adams Patrick H. Norton
(Director) (Director)
/s/ Earl M. Honeycutt* /s/ Bland W. Worley*
Earl M. Honeycutt Bland W. Worley
(Director) (Director)
* By Franklin N. Saxon, Attorney-in-Fact, pursuant to Powers of Attorney filed
with the Securities and Exchange Commission.
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EXHIBITS INDEX
Exhibit No. Exhibit
10(aa) Loan Agreement between Chesterfield County, South Carolina and the
company dated as of April 1, 1996 relating to Tax Exempt Adjustable
Mode Industrial Development Bonds (Culp, Inc. Project) Series 1996
in the aggregate principal amount of $6,000,000.
10(bb) 1996 Amended and Restated Credit Agreement dated as of April 1,
1996 by and among the company, First Union National Bank of North
Carolina and Wachovia Bank of North Carolina, N.A.
13(a) Copy of the company's 1996 Annual Report to Shareholders, for the
year ended April 28, 1996, furnished for information only except
with respect to those portions incorporated by reference into this
report.
22 List of subsidiaries of the company.
24(a) Consent of Independent Public Auditors in connection with the
registration statements of Culp, Inc. on Form S-8 (File Nos.
33-13310, 33-37027, 33-80206 and 33-62843), dated March 20, 1987,
September 18, 1990, June 13, 1994 and September 21, 1995.
25(a) Power of Attorney of Andrew W. Adams, dated June 14, 1996
25(b) Power of Attorney of Judith C.Walker, dated June 16, 1996.
25(c) Power of Attorney of Howard L. Dunn, Jr., dated June 16, 1996.
25(d) Power of Attorney of Baxter P. Freeze, dated June 18, 1996.
25(e) Power of Attorney of Earl M. Honeycutt, dated June 16, 1996.
25(f) Power of Attorney of Patrick H. Norton, dated June 17, 1996.
25(g) Power of Attorney of Earl N. Phillips, Jr., dated June 17, 1996.
25(h) Power of Attorney of Bland W. Worley, dated June 18, 1996.
27 Financial Data Schedule
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