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