UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) [x] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [Fee Required] For the fiscal year ended June 30, 1996 -------------------------------------------------- or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [Fee Required] For the transition period from_________________________to__________________ Commission file Number 1-11806 ----------------------------------------------------- Ethan Allen Interiors Inc.; Ethan Allen Inc.; Ethan Allen Finance Corporation; - ------------------------------------------------------------------------------ Ethan Allen Manufacturing Corporation ------------------------------------- (Exact name of registrant as specified in its charter) Delaware 06-1275288 - -------------------------------------- -------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Ethan Allen Drive, Danbury, CT 06811 - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (203) 743-8000 ---------------------------- Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class On Which Registered ---------------------------- ---------------------------- Common Stock, $.01 par value New York Stock Exchange, Inc. 8-3/4% Senior Notes due 2001 New York Stock Exchange, Inc. Securities registered pursuant to Section 12(g) of the Act: None - ------------------------------------------------------------------------------- (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [x]Yes [ ]No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of Common Stock, par value $.01 per share held by non-affiliates (based upon the closing sale price on the New York Stock Exchange) on August 28, 1996 was approximately $386,208,128. As of August 28, 1996, there were 14,370,535 shares of Common Stock, par value $.01 outstanding. DOCUMENTS INCORPORATED BY REFERENCE The definitive Proxy Statement for the 1996 Annual Shareholders Meeting is incorporated by reference into Part III hereof. Item 14(a)(3) to the Form 10-K, filed on September 27, 1996, is hereby amended to read in its entirety as follows: PART IV ------- Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K - -------- ---------------------------------------------------------------- (a) Listing of Documents (3) The following Exhibits are filed as part of this report on Form 10-K:
Exhibit Number Exhibit ------- -------- *2(a) Agreement and Plan of Merger, dated May 20, 1989 among the Company, Green Mountain Acquisition Corporation ("Merger Sub"), INTERCO Incorporated, Interco Subsidiary, Inc. and Ethan Allen *2(b) Restructuring Agreement, dated as March 1, 1991, among Green Mountain Holding Corporation, Ethan Allen, Chemical Bank, General Electric Capital Corporation, Smith Barney Inc. and the stockholder's name on the signature page thereof *3(a) Restated Certificate of Incorporation for Green Mountain Holding Corporation *3(b) Restated and Amended By-Laws of Green Mountain Holding Corporation *3(c) Restated Certificate of Incorporation of the Company *3(d) Amended and Restated By-laws of the Company *3(e) Certificate of Designation relating to the New Convertible Preferred Stock *3(f) Certificate of Incorporation of Ethan Allen Finance Corporation *3(g) By-Laws of Ethan Allen Finance Corporation *3(h) Certificate of Incorporation of Ethan Allen Manufacturing Corporation *3(i) By-Laws of Ethan Allen Manufacturing Corporation *4(a) First Amendment to Management Non-Qualified Stock Option Plan *4(b) Second Amendment to Management Non-Qualified Stock Option Plan *4(c) 1992 Stock Option Plan *4(d) Management Letter Agreement among the Management Investors and the Company *4(e) Management Warrant, issued by the Company to members of the *4(f) Form of Dealer Letter Agreement among Dealer Investors and the Company *4(g) Form of Kathwari Warrant, dated June 28, 1989 *4(j) Form of Indenture relating to the Senior Notes *4(j)-1 First Supplemental Indenture dated as of March 23, 1995 between Ethan Allen and the First National Bank of Boston for $75,000,000 8-3/4% Senior Notes due 2007 *4(k) Credit Agreement among the Company, Ethan Allen and Bankers Trust Company *4(k)-1 Amended Credit Agreement among the Company, Ethan Allen and Bankers Trust Company *4(k)-2 110,000,000 Senior Secured Revolving Credit Facility dated March 10, 1995 between Ethan Allen and Chase Manhattan Bank *4(l) Catawba County Industrial Facilities Revenue Bond *4(l)-1 Trust Indenture dated as of October 1, 1994 securing $4,600,000 Industrial Development Revenue Refunding Bonds, Ethan Allen Inc. Series 1994 of the Catawba County Industrial Facilities and Pollution Control Financing Authority *4(m) Lease for 2700 Sepulveda Boulevard, Torrance, California *4(n) Amended and Restated Warrant Agreement, dated March 1, 1991, among Green Mountain Holding Corporation and First Trust National Association *4(o) Exchange Notes Warrant Transfer Agreement *4(p) Warrant (Earned) to purchase shares of the Company's Common Stock dated March 24, 1993 *4(q) Warrant (Earned-In) to purchase shares of the Company's Common Stock, dated March 23, 1993 *4(r) Recapitalization Agreement among the Company, General Electric Capital Corporation, Smith Barney Inc., Chemical Fund Investments, Inc., Legend Capital Group, Inc., Legend Capital International Ltd., Castle Harlan, Inc., M. Farooq Kathwari, the Ethan Allen Retirement Program and other stockholders named on the signature pages thereto, dated as of March 24, 1993 *4(s) Preferred Stock and Common Stock Subscription Agreement, dated March 24, 1993, among the Company, General Electric Capital Corporation, and Smith Barney Inc. *10(b) Employment Agreement, dated June 29, 1989, among Mr. Kathwari, the Company and Ethan Allen *10(c) Employment Agreement dated July 27, 1994 among Mr. Kathwari, the Company and Ethan Allen *10(d) Restated Directors Indemnification Agreement, dated March 1993, among the Company and Ethan Allen and their Directors *10(e) Registration Rights Agreement, dated March 1993, by and among Ethan Allen, General Electric Capital Corporation and Smith Barney Inc. *10(f) Form of management Bonus Plan, dated October 30, 1991 *10(g) Ethan Allen Profit Sharing and 401(k) Retirement Plan *10(h) General Electric Capital Corporation Credit Card Agreement 11 Statement Regarding Computation of Per Share Earnings *21 List of wholly-owned subsidiaries of the Company *23(a) Consent of KPMG Peat Marwick LLP. 27 Financial Data Schedule _____________________ * Incorporated by reference to the exhibits filed with the Registration Statement on Form S-1 of the Company and Ethan Allen Inc. filed with the Securities and Exchange Commission on March 16, 1993 (Commission File No. 33-57216) and the exhibits filed with the Annual Report on Form 10-K of the Company and Ethan Allen Inc. filed with the Securities and Exchange Commission of September 24, 1993 (Commission File No. 1-11806) and the Registration Statement on Form S-3 of the Company, Ethan Allen, Ethan Allen Manufacturing Corporation, Ethan Allen Finance Corporation and Andover Wood Products Inc. filed with the Securities and Exchange Commission on October 23, 1994 (Commission File No. 33-85578-01) and all supplements thereto.
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. ETHAN ALLEN INTERIORS INC. (Registrant) By /s/ M. Farooq Kathwari ------------------------ Chairman, Chief Executive Officer and Director ETHAN ALLEN INC. (Registrant) By /s/ M. Farooq Kathwari ------------------------- Chairman, Chief Executive Officer and Director 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 date indicated. /s/ M. Farooq Kathwari Chairman, Chief Executive - ---------------------------- Officer and Director (M. Farooq Kathwari) /s/ Clinton A. Clark Director - ---------------------------- (Clinton A. Clark) /s/ Kristin Gamble Director - ---------------------------- (Kristin Gamble) /s/ Steven A. Galef Director - ---------------------------- (Steven A. Galef) /s/ Horace McDonell Director - ---------------------------- (Horace McDonell) /s/ Edward H. Meyer Director - ---------------------------- (Edward H. Meyer) /s/ William W. Sprague Director - ----------------------------- (William W. Sprague) /s/ Edward P. Schade Vice President & - ----------------------------- Treasurer (Edward P. Schade) /s/ Gerardo Burdo Corporate Controller - ------------------------------ (Gerardo Burdo)