Item 1. Business.
The Rival Company, the registrant, together with its subsidiaries, is referred to herein as "Rival" or as the "Company". The Company's executive offices are located at 800 E. 101st Terrace, Kansas City, Missouri 64131, and its telephone number is (816) 943-4100. The Rival Company was incorporated in Delaware on April 7, 1986 for the purpose of acquiring Rival Manufacturing Company.
General
The Company is a leading designer, manufacturer and marketer of a variety of products including small kitchen and personal care appliances such as Crock Pot (REGISTERED TRADEMARK) slow cookers, can openers and massagers; products for the home environment including space heaters, air purifiers, humidifiers and fans; and home improvement and industrial products such as sump, well and utility pumps, household ventilation, door chimes, ceiling fans and industrial fans.
Since 1992, Rival's sales have grown from $163.5 million to $313.9 million largely as the result of six acquisitions that enabled Rival to expand its product line beyond kitchen appliances, its main products for over sixty years. As a consequence, Rival has begun selling to several new classes of customers, notably national hardware/home centers and industrial supply dealers, and has broadened its international presence.
Between April 1995 and April 1996, the Company made three acquisitions:
* Patton Electric Company ("Patton") which manufactures fans and space heaters for household and industrial use was acquired in April 1995. Prior to the acquisition, Patton's annual sales were approximately $40.0 million.
* Fasco Consumer Products, Inc. ("Fasco") which manufactures an assortment of products including household ventilation, ceiling fans, door chimes and heaters was acquired in January 1996. Fasco generates annual sales of approximately $40.0 million in the home center, building supply and industrial distribution channels.
* Bionaire, Inc. ("Bionaire") which assembles and sells air purifiers and humidifiers for household use was acquired in April, 1996. Bionaire has annual sales of approximately $57.0 million with retail distribution in the U.S., Canada and Europe.
These three businesses contributed $72.5 million to fiscal 1996 consolidated sales.
The Company distributes the Rival (REGISTERED TRADEMARK), Rival Select (TRADEMARK), Simer (REGISTERED TRADEMARK), Pollenex (REGISTERED TRADEMARK), Patton (REGISTERED TRADEMARK), Bionaire (REGISTERED TRADEMARK), Fasco (REGISTERED TRADEMARK) and White Mountain (REGISTERED TRADEMARK) product lines to substantially all major retail outlets in the U.S. and Canada, including such mass merchants as Kmart, Target and Wal-Mart; hardware/home centers such as Ace Hardware, Home Depot and Lowes; department stores, catalog showrooms and warehouse clubs. The Company also sells Patton commercial fans and Fasco building supply and home products to industrial and electrical dealers and distributors. The Company has focused its resources to provide its customers with superior service, product innovation and marketing support. To accomplish this, the Company has developed automated ordering, shipping, invoicing and data storage and retrieval systems that are linked to the retailers "point-of-sale" systems. These automated systems are supported by close coordination between the traffic, warehousing, sales support and finance departments of the retailer and the Company.
The Company believes that its highly integrated and cost effective manufacturing represents a competitive strength. The Company manufactures approximately 70% of the products it sells. Its manufacturing facilities, (eight in the U.S. and one in Canada) produce electric motors, molded plastic components, screw machine parts, stampings and stoneware. The Company believes that the ability to manufacture the majority of its products in North America is one of the Company's fundamental strengths. Manufacturing capability gives the Company flexibility, bargaining power with third party vendors, quality control, and quick response time. The ability to manufacture is also helpful in evaluating a prospective acquisition.
The Company believes it has significant opportunities for continued growth through the enhancement of existing product lines, new product development, and product line acquisitions. The Company believes that product line acquisitions will continue to be a significant factor in the future growth of the Company. The continuing consolidation within the retail sector, the increasing automation demands and the trend of major retailers to reduce the number of suppliers are expected to provide opportunities to acquire product lines with established positions and shelf space. The Company also believes that its relationships with major retailers and its existing broad product offering can enhance the shelf space of product lines which Rival may acquire. The Company believes that it has adequate access to financing and that its recent experience in making successful acquisitions will facilitate future acquisitions.
Products
The Company has broad retail distribution in each of the following product categories in which it competes:
Kitchen Kitchen Heating Motor-Driven Other Electric Water Appliances Appliances Appliances Products - - ---------- ---------- ---------- --------
Slow cookers Can openers Space heaters Sump, utility Indoor grills Blenders Simmering pot- and well pumps Steamers Hand mixers pourri cookers Showerheads Toasters Stand mixers Ice cream Water Hot pots Food processors freezers filtration and kettles Slicers Massagers Grinders Air purifiers Ice crushers Fans Humidifiers Irons Door chimes Household ventilation
The following table indicates the Company's net sales by product category for the periods presented:
Years ended June 30 ---------------------- (in millions) Product Category 1996 1995 1994 ---------------- ------ ------ ------ Kitchen heating appliances $116.4 $ 98.3 $ 96.3 Kitchen motor-driven appliances 34.7 39.0 38.5 Other electric appliances 128.7 63.1 49.4 Water products 34.1 31.3 45.0 ------ ------ ------ Total $313.9 $231.7 $229.2 ====== ====== ======
The market for the small electric appliances sold by the Company is mature and highly competitive. As a result, the Company anticipates that growth will continue to be achieved principally through a combination of the enhancement of previously existing product lines, new product introductions, expansion of the customer base for Simer, Fasco and Patton products and additional product line acquisitions.
Product Development
The Company has an internal product development team dedicated to product line enhancements, and the introduction of new products. As part of this effort, the Company maintains its own engineering and development department to conduct research activities relating to the improvement of existing products and the development of new products. This department presently consists of over 50 people, including engineers, product designers, draftsmen and product managers. The Company also retains the services of outside engineering and design consultants from time to time. The
Company's expenditures for product engineering and development were $3.1 million, $2.5 million and $1.8 million for the years ended June 30, 1996, 1995 and 1994, respectively. Costs associated with changes to existing products and the development of new products are charged to operations as incurred. As a result of acquisitions, the Company has been able to significantly strengthen the engineering and development department without increasing the department's expenditures as a percent of the Company's net sales.
Internal product development is critical, not only for growth, but also to maintain existing market share. The Company regularly enhances existing products by adding new features and modernizing their design in order to maintain their visual appeal and competitiveness.
Acquisitions
For a number of years, the Company's growth strategy has included the selective acquisitions of modest sized product lines. The Company acquires a product line when it believes it can use either its manufacturing or distribution strengths to reduce costs or increase sales. The Company has had sufficient resources to more aggressively pursue this strategy since its initial public offering in June 1992. In fiscal 1993, the Company acquired the assets of Simer Pump, a $22 million assembler of sump, well and utility pumps and of Pollenex Corporation, a $28 million marketer of massagers, showerheads and air cleaners. In fiscal 1994, the Company acquired operating assets of White Mountain Freezer, Inc., a $3 million manufacturer of premium quality ice cream freezers. In 1995, the Company acquired Patton Electric Company, a $40 million manufacturer of space heaters and fans for household and industrial use. And in 1996, the Company acquired Fasco Consumer Products, Inc. which generates approximately $40 million in sales of household ventilation products, ceiling fans, door chimes and other household products to retailers and electrical wholesale distributors and it acquired Bionaire, Inc. with $57 million in sales of humidifiers and air purifiers to retailers.
The housewares industry includes hundreds of companies with limited product offerings and annual sales below $50 million. The fragmented nature of the industry together with the continuing retail consolidation and increasing automation requirements are expected to result in additional acquisition opportunities. The Company believes that given its strong financial condition, broad customer base, manufacturing expertise and recent acquisition experience, it is poised to capitalize on such opportunities. As such, product line acquisitions remain a key component of the Company's long term growth strategy.
Marketing
The vast majority of the Company's sales are to the retail trade. For this business, the Company directs its marketing efforts at the retailer. The Company's products are sold in all major channels of distribution including mass merchants, hardware/home centers, department stores, catalog showrooms, warehouse clubs, drug stores, military exchanges, mail order companies and premium companies. Rival's broad distribution to retailers throughout the U.S. and Canada was a key consideration in each of the six acquisitions consummated by the Company since 1992. Simer's, Patton's and Fasco's strong distribution in hardware/home centers in conjunction with the Rival and Pollenex product lines has provided the Company with the opportunity to combine the strengths of each of the sales organizations. The consolidated group can thus focus its combined efforts on the retail trade which provides the Company and its customers with efficiencies in distribution, warehousing, computer systems and sales and buying personnel. The Patton and Fasco acquisitions also provide the Company with a new class of customers, the industrial and electrical distributors.
The approximate breakdown of the Company's sales by class of customer is as follows:
Years ended June 30 ------------------- 	 Class of Customer 1996 1995 1994 ----------------- ---- ---- ---- Mass Merchant 47% 48% 49% Hardware/Home Center 17 17 20 Department Store 9 12 12 Catalog Showroom 5 8 7 Electrical and Industrial Distributor 10 2 -- Drug Store, Warehouse Clubs and Other 12 13 12 ---- ---- ---- 100% 100% 100% ==== ==== ====
The Company reaches its customers through its sales organization which consists of a combination of in-house sales managers, field sales associates and independent manufacturers' representative firms.
The Company's largest customer, Wal-Mart (including Sam's Wholesale Club), accounted for 26% of net sales in fiscal 1996, 28% of net sales in fiscal 1995 and 27% of net sales in fiscal 1994. The Company's next five largest customers in fiscal 1996 represented 18% of net sales. While the Company does not have long-term contractual relationships with any of its customers, it has been doing business with Wal-Mart and with its next five largest customers continuously for over ten years. The strategy of providing quality products at a promotional price is consistent
with the marketing strategy of mass merchants who often use promotions in the small appliance department to create consumer traffic in their stores.
The Company works closely with its retail customers in planning their marketing programs and promotions. The Company's advertising strategy is designed to supplement the marketing programs of its customers. Rather than stressing national advertising, the Company devotes approximately 80% of its advertising budget to more cost-effective cooperative advertising with retailers, such as circulars and inserts. The cooperative advertising provides identification of the Company's various brand names together with the name of the retailer.
Customer Service
The Company's major customers have developed programs of "Quick Response" to reduce inventory and related carrying costs and improve in-stock positions. These programs have continued to grow in importance as retailers have reduced their overall number of vendors in order to minimize freight, warehousing and vendor support costs, such as paperwork and personnel costs. In conjunction with the retailers' systems, the Company has developed automated ordering, shipping and invoicing systems and has been able to combine products sold under more than one of the Company's brand names to certain retailers to help minimize the retailers' support costs.
Point of sales information is utilized to generate orders through an Electronic Data Interchange ("EDI") computer system. Additionally, the Company's distribution facilities in Clinton, Missouri, New Haven, Indiana, and Fayetteville, North Carolina incorporate state-of-the-art computer systems that provide information on shipping directly back to the customers' systems. The Company believes that its accommodation of its customers' "Quick-Response" programs has further solidified its position as a key supplier to its most important customers.
Manufacturing
The Company's nine plants, eight of which are in the U.S and one in Canada, manufacture and assemble approximately 70% of the products it sells. The Company's remaining products are produced, to its specifications, primarily in China. The Company's plants are highly integrated and produce electric motors, injection molded plastic components, screw machine parts, stampings and stoneware.
The ability to manufacture the majority of its products in North America is one of the Company's fundamental strengths. Manufacturing capability gives the Company flexibility, bargaining power with third party vendors, quality control, and quick response time when high demand for a product results in customers placing
reorders with short delivery dates.
The Company operates four manufacturing and assembly facilities in rural Missouri (Clinton, Sedalia, Sweet Springs and Warrensburg), near Kansas City, Missouri. A facility in Flowood, Mississippi produces the stoneware for the Company's Crock-Pot (REGISTERED TRADEMARK) slow cookers, Potpourri Crocks (REGISTERED TRADEMARK) and Crock Grills (REGISTERED TRADEMARK). Additionally, the Company operates two former Patton facilities in Indiana, a former Fasco facility in North Carolina and a Bionaire assembly operation in Lachine, Quebec. In the past five years, the Company has spent approximately $25 million to build a new distribution facility in Clinton, Missouri and to significantly upgrade manufacturing capabilities.
Seasonality
A significant percentage of the products sold by the Company are given as gifts and, as such, sell at larger volumes during the holiday season. Therefore, sales during the months of August through November are at a higher level than during the other months of the year. Additionally, the Company's working capital requirements, primarily inventories and receivables, peak during the fall. The Company meets these seasonal working capital needs through borrowings under its revolving credit facility. Five of the Company's product lines have sales with specific seasonal trends. These are space heaters and humidifiers which are sold primarily during the fall and winter, and ice cream freezers, pumps and fans which are sold primarily during the spring and summer.
Competition
The markets for the Company's products are mature and highly competitive. Competition is based upon price, access to retail shelf space, product enhancements, new product introductions, as well as marketing support and distribution systems. There has been a recent trend toward consolidation within the industry, most notably with the mergers of Sunbeam with Oster and Hamilton Beach with Proctor Silex, resulting in these companies, together with Black & Decker, each generating annual sales of small electric household appliances which are significantly higher than sales of the Company. Other significant competitors include Wayne Home Equipment, Masco, Nortek, Teledyne, Honeywell, Holmes, Duracraft, National Presto, Toastmaster, and West Bend. Smaller manufacturers compete with the Company on a limited product offering basis. A few European manufacturers, such as Braun, Group SEB and Moulinex have established niches in the small electric household appliance market, particularly in the high-end department store trade.
Trademarks and Patents
The Company considers its various trademarks to be a valuable tool in the marketing of its products. Of particular importance to the Company are the Rival (REGISTERED TRADEMARK), Rival Select (TRADEMARK), Simer (REGISTERED TRADEMARK), Pollenex (REGISTERED TRADEMARK), Patton (REGISTERED TRADEMARK), Bionaire (REGISTERED TRADEMARK), White Mountain (REGISTERED TRADEMARK) and the Crock-Pot (REGISTERED TRADEMARK) trademarks. In the course of its operations, the Company files patent applications covering various aspects of the items produced. While the Company's mechanical and design patents in the aggregate are considered to be of importance to the Company, the overall business is not dependent upon any single patent or group of patents.
Regulation
The Company is subject to federal, state and local regulations concerning the environment, occupational safety and health, and consumer products safety. The Company has not experienced significant difficulty in complying with such regulations and compliance has not had a material adverse effect on the Company's business. All of the Company's electric-powered products are listed by Underwriters Laboratories, Inc. or the Canadian Underwriters Laboratories, Inc., which are independent, not-for-profit corporations engaged in the testing of products for compliance with certain public safety standards.
Foreign Operations
The Company markets and distributes its products in Canada through its wholly-owned subsidiary, Rival Manufacturing Company of Canada Ltd ("Rival-Canada"). Net sales, operating income and identifiable assets of Rival-Canada are as follows:
Years ended June 30 ------------------------ 1996 1995 1994 ------ ------ ------ Net sales $6,944 $6,899 $6,968 Operating income (loss) 34 62 (363) Identifiable assets 3,282 2,612 2,449
As a result of the acquisition of Bionaire in April 1996, the Company now has a much stronger international presence. During calendar 1995, Bionaire had sales in Canada of approximately $15 million and produced an additional $10 million in international sales, primarily in Europe, through its wholly owned subsidiary in the Netherlands. Bionaire's contribution to the Company's business was not significant in fiscal 1996 and is not included in the above table.
Employees
The Company has approximately 2,500 full-time associates including 240 salaried personnel, except during August through November when employment will likely increase by approximately 10%. Approximately 420 hourly associates at the Flowood, Mississippi plant are represented by a labor organization under a collective bargaining agreement which expires in December 1998. Additionally, approximately 175 hourly associates at the Bionaire assembly facility in Montreal are represented by a labor organization under a collective bargaining agreement which expires in June 1999. The Company considers its labor relations to be excellent and has experienced no work stoppage or labor dispute during the past ten years.
Item 2.

Item 2. Properties
Square Location Feet Present Use -------- ------- ----------- Kansas City, Missouri 32,000 General Offices Sedalia, Missouri 224,000 Manufacturing & assembly Clinton, Missouri 164,000 Manufacturing & assembly 279,000 Warehousing & distribution Sweet Springs, Missouri 125,000 Manufacturing, assembly & warehousing Warrensburg, Missouri 68,000 Manufacturing & assembly Flowood, Mississippi 142,000 Manufacturing New Haven, Indiana 302,000 Manufacturing & Distribution Peru, Indiana 172,000 Assembly & warehousing Fayetteville, North Carolina 282,500 Manufacturing & assembly 60,000 Warehousing & distribution Lachine, Quebec 128,000 Assembly, warehousing and distribution
The Company owns the Clinton, Sweet Springs, Flowood, New Haven, Peru and Fayetteville plants and 157,000 square feet of the Sedalia plant. The Warrensburg plant and 67,000 square feet of the Sedalia plant are occupied under long-term leases which give the Company the option to purchase the relevant property at a nominal cost. The general offices are occupied under a lease through 2005. The Lachine, Quebec facility is leased through June 2000 with renewal options.
Item 3.

Item 3. Legal Proceedings.
The Company is party to various product liability lawsuits relating to its products and incidental to its business. The Company believes that many of the personal injury and damage claims brought against it arise from the misuse or misapplication of the Company's products and rarely involve manufacturing defects. In
such cases, the Company vigorously defends against such actions. Historically, product liability awards have rarely exceeded the Company's individual per occurrence self-insured retention. There can be no assurance, however, that the Company's future product liability experience will be consistent with its past experience. The Company believes that the ultimate conclusion of the various pending claims and lawsuits of the Company will not have a material adverse affect on the consolidated financial statements of the Company.
Item 4.

Item 4. Submission of Matters to be a Vote of Security Holders.
None.
PART II
Item 5.

Item 5. Market for the registrant's common equity and related stockholder matters.
Incorporated herein by reference from the information provided under the caption "Common Stock Price Range" in the Company's Annual Report to Stockholders for the fiscal year ended June 30, 1996, page 32.
Item 6.

Item 6. Selected financial data.
Incorporated herein by reference from the Company's Annual Report to Stockholders for the fiscal year ended June 30, 1996, page 14.
Item 7.

Item 7. Management's discussion and analysis of financial condition and results of operations.
Incorporated herein by reference from the Company's Annual Report to Stockholders for the fiscal year ended June 30, 1996, pages 15-19.
Item 8.

Item 8. Financial statements and supplementary data. 	 Incorporated herein by reference from the Company's Annual Report to Stockholders for the fiscal year ended June, 30, 1996, pages 20-31.
Item 9.

Item 9. Changes in and disagreements with accountants on accounting and financial disclosure.
None.
PART III
Item 10.

Item 10. Directors and executive officers of the registrant.
Item 11.

Item 11. Executive compensation.
Item 12.

Item 12. Security ownership of certain beneficial owners and management.
Item 13.

Item 13. Certain relationships and related transactions.
Information incorporated into Items 10, 11, 12 and 13 above by reference from the information included under the captions entitled "Nominees for Election," "Executive Officers," "Executive Compensation," "Security Ownership of Certain Beneficial Owners and Management" and "Related Party Transaction" in the Company's definitive proxy statement to be filed with the Commission pursuant to Regulation 14A with respect to its 1996 Annual Meeting of Stockholders.
PART IV
Item 14.

Item 14. Exhibits, financial statement schedules and reports on Form 8-K.
a) The financial statements and schedules listed in the accompanying index to consolidated financial statements and financial statement schedules on page 13 are filed as part of this report.
b) The exhibits listed in the accompanying index to exhibits are filed as part of this report.
THE RIVAL COMPANY AND SUBSIDIARIES
Index to Consolidated Financial Statements
and Financial Statement Schedules
INDEX
Page Reference ------------------------ Annual Report to Form 10-K Stockholders --------- ------------
Independent Auditors' Report 31
Financial Statements:
Consolidated Balance Sheets--June 30, 1996 and 1995 20
Consolidated Statements of Earnings-- Years Ended June 30, 1996, 1995, and 1994 21
Consolidated Statements of Stockholders' Equity--Years Ended June 30, 1996, 1995, and 1994 22
Consolidated Statements of Cash Flows-- Years Ended June 30, 1996, 1995 and 1994 23
Notes to Consolidated Financial Statements 24-31
Financial Statement Schedule:
Independent Auditors' Report on Financial Statement Schedule and Consent 14
Schedule VII - Valuation and Qualifying Accounts 15
INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULE AND CONSENT
The Board of Directors The Rival Company:
The audits referred to in our report dated August 2, 1996 included the related financial statement schedule as of June 30, 1996 and for each of the years in the three-year period ended June 30, 1996, included in the 1996 annual report on Form 10-K. This financial statement schedule is the responsibility of The Rival Company's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits. In our opinion such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We consent to incorporation by reference in the registration statement (No. 33-69392) on Form S-8 of The Rival Company of the above report and our report dated August 2, 1996 relating to the consolidated balance sheets of The Rival Company and subsidiaries as of June 30, 1996 and 1995, and the related consolidated statements of earnings, stockholders' equity and cash flows for each of the years in the three-year period ended June 30, 1996, which report is incorporated by reference in the June 30, 1996 annual report on Form 10-K of The Rival Company.
Kansas City, Missouri /s/ KPMG Peat Marwick, LLP -------------------------- September 9, 1996 KPMG Peat Marwick, LLP
SCHEDULE VII
THE RIVAL COMPANY AND SUBSIDIARIES ______________
VALUATION AND QUALIFYING ACCOUNTS (amounts in thousands)
Additions Additions Beginning Charged to from Deductions Ending Balance Expense Acquisitions (A) Balance ------- ------- ------------ ----- -------
Allowance for collection loss and discounts:
Year ended 6-30-96 $1,909 $ 463 $ 547 $ 134 $2,785
Year ended 6-30-95 $1,693 $ 356 $ 351 $ 491 $1,909
Year ended 6-30-94 $1,752 $ 685 -- $ 744 $1,693
(A): Write-off of accounts and changes in discount allowances.
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.
THE RIVAL COMPANY
By: /s/ Thomas K. Manning ------------------------------- Chief Executive Officer September 9, 1996
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 and on the dates indicated below.
Signature Title Date - - --------- ----- ----
/s/ Thomas K. Manning - - ------------------------- Thomas K. Manning Chairman of the Board of September 9, 1996 Directors, Chief Executive Officer (Principal Executive Officer)
/s/ William L. Yager - - ------------------------- William L. Yager President, Chief Operating September 9, 1996 Officer and Director (Principal Financial Officer)
/s/ Stanley D. Biggs - - ------------------------- Stanley D. Biggs Vice President, Chief Financial September 9, 1996 Officer (Principal Accounting Officer)
/s/ William S. Endres 	 - - ------------------------- William S. Endres Sr. V.P. Sales and Marketing September 9, 1996 and Director
/s/ Darrel M. Sanders 	 - - ------------------------- Darrel M. Sanders Sr. V.P. Operations and September 9, 1996 Director
/s/ Jack J. Culberg - - ------------------------- Jack J. Culberg Director September 9, 1996
/s/ Todd Goodwin - - ------------------------- Todd Goodwin Director September 9, 1996
/s/ John E. Grimm, III - - ------------------------- John E. Grimm, III Director September 9, 1996
/s/ Lanny R. Julian - - ------------------------- Lanny R. Julian Director September 9, 1996
/s/ Noel Thomas Patton - - ------------------------- Noel Thomas Patton Director September 9, 1996
/s/ Beatrice B. Smith - - ------------------------- Beatrice B. Smith Director September 9, 1996
INDEX TO EXHIBITS
Sequentially Exhibit Numbered Number Exhibit Page - - ------ ------- ----
2 (a) Agreement of Sale, dated September 11, 1992 between the Rival Company and the Marley Company, relative to the acquisition by the Company of specified assets of Simer Pump (incorporated by reference to Exhibit 2 to Registrant's Form 8-K dated as of September 15, 1992). (b) Purchase Agreement by and between The Rival Company and Pollenex Corporation dated April 30, 1993 (incorporated by reference to Exhibit 1 to Registrant's Form 8-K dated as of April 30, 1993). (c) Purchase Agreement by and among Rival Acquisition Company, The Rival Company and Patton Electric Company, Inc., Giant Lion Trading, Ltd. and Noel Thomas Patton and Eve M. Patton dated April 21, 1995 (incorporated by reference to Exhibit 1 to Registrant's Form 8-K dated as of April 21, 1995). (d) Stock Purchase Agreement between H.S. Investments, Inc. as seller, and The Rival Company, as buyer as of December 29, 1995 (incorporated by reference to Exhibit 2 to Form 8-K dated as of January 2, 1996). (e) Offer to purchase all of the Common Shares of Bionaire Inc. (Offering Circular) dated March 5, 1995 (incorporated by reference to Exhibit 1 to Form 8-K dated as of April 2, 1996). 3 (a) Restated Certificate of Incorporation of The Rival Company, a Delaware corporation (the "Company") (incorporated by reference to Exhibit 3(a) to Registrant's Form 10-K for the year ended June 30, 1992). (b) Bylaws of the Company (incorporated by reference to Exhibit 3(b) to Registrant's Form 10-Q for the quarter ended December 31, 1994). 4 (a) Form of Certificate representing shares of Common Stock, par value $.01 per share (incorporated by reference to Exhibit 4(a) to Registrant's Registration Statement on Form S-1, Registration Number 33-46794 dated June 2, 1992 ("Registrant's S-1")). (b) Form of Certificate of Ownership and Merger of The Rival Company into Rival Manufacturing Company (incorporated by reference to Registrant's S-1). 10(a) Note Purchase Agreement for $50,000,000 Senior Unsecured Notes dated as of July 23, 1993 between the Company and the Purchasers listed therein (incorporated by reference to Registrant's Form 10-K for the year ended June 30, 1993). (b) Note Purchase Agreement for $50,000,000 Senior Unsecured Notes dated as of April 15, 1996 between the Company and The Purchasers listed therein (incorporated by reference to Registrant's Form 10-Q for the quarter ended March 31, 1996). (c) Credit Agreement for a $75,000,000 Revolving Credit Facility dated as of April 15, 1996 between the Company, the banks listed therein and, NationsBank of Texas, N.A. as agent (incorporated by reference to Registrant's Form 10-Q for the quarter ending March 31, 1996).
(d) ** The Company's 1986 Stock Option Plan, as amended and restated (incorporated by reference to Exhibit 10(a) to Registrant's S-1). (e) ** The Company's 1994 Stock Option Plan (incorporated by reference to Exhibit A to Registrant's Proxy Statement, dated September 23, 1994 for its 1994 Annual Meeting of Shareholders). (f) ** Rival Secular Trust Agreement (incorporated by reference to Exhibit 10(e) to Registrant's S-1). (g) ** Employment Agreements, dated as of February 1, 1989 between the Company and Thomas K. Manning, William S. Endres, Darrel Sanders and William L. Yager (incorporated by reference to Registrant's Form 10-K for the year ended June 30, 1993). (h) * Employment Agreement dated as of March 1, 1996 between the Company and Richard M. Bertelli. (i) * Description of The Rival Company, Management Incentive ** Compensation Plan. 11 * Statement regarding computation of earnings per share of the Company. 13 * Annual Report to Stockholders for fiscal year ended June 30, 1996 (except for those pages which are specifically incorporated herein by reference, the Company's Annual Report is not to be deemed filed as part of this report.) 21 * List of subsidiaries of the Company. 23 * Independent auditors' consent
- - -------------------
* Filed herewith
** Management contract or compensation plan arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
__________________
The above exhibits may be obtained by Shareholders upon written request to the Office of the Secretary, 800 E. 101st Terrace, Kansas City, Missouri 64131.


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.
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.
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.
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.
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.
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.
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."
ITEM 2.

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.
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.

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.

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.

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.

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.

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.
ITEM 8.

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.

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.

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.

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.
ITEM 12.

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.

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.
PART IV
ITEM 14.

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
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
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
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
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.
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.
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)
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.
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