Item 1 under GENERAL).
B.B. WALKER COMPANY 2000 FORM 10-K
The manufacture of footwear is relatively labor-intensive and involves five primary operations: production of uppers; lasting the uppers to define the shape, form and size of the footwear; bottoming the footwear; finishing the footwear; and packaging the footwear. The Company produces boots and shoes with "cemented" or molded bottoms as well as boots and shoes with bottoms that are "welted" or stitched to the uppers.
The Company continues to explore manufacturing and product design innovations in order to utilize its production capacity in the most efficient manner, to produce high quality footwear, and to maintain a moderate price structure for its products. Management believes innovation in its manufacturing process, including innovation in product design and cost containment, is instrumental in the Company's long-term success.
SALES AND MARKETING
In July 2000, the sales department was reorganized in an effort to bolster sales and realign related administrative duties. The Company markets its products through a single sales force now directed by the Executive Vice- President - Sales and Marketing. Two regional sales managers are now accountable for planning the territory, budget, service, sales operations, and motivation of the sales staff. Territories are established by the regional sales managers using Metro Market Demographic and other statistical data. Salespersons are hired based on strengths and experience to sell and service within a territory, including development of the customer base. The Company's salespersons solicit orders within the territory to which they are assigned. Orders are submitted to the Company's credit department in Asheboro, North Carolina for acceptance or rejection based on the customer's credit history. To a lesser extent, the Company's products are also marketed by independent sales representatives, who are often engaged to develop new geographic markets for the Company. In addition, the Company developed a new website on the Internet ("BootBuy.com") in late fiscal 2000. While Internet sales did not make a significant impact during fiscal 2000, sales have increased each month since the website's inception and continued growth is expected.
The Company markets its products primarily to wholesale customers in the United States, but also provides footwear to customers in Canada, Japan and Europe. The Company has approximately 2,400 active accounts. The Company's salesmen are offered special incentives for opening new accounts. A majority of the customer base is made up of small retail chains and independent retail outlets, which have been adversely affected by the larger retail chains. One customer accounted for approximately 12% of net sales in 2000, 1999 and 1998. Historically, the largest ten customers account for less than 30% of net sales. The Company does not feel that a single customer or group of customers comprise a significant portion of operations or exert significant influence over the Company.
B.B. WALKER COMPANY 2000 Form 10-K
DISTRIBUTION
The Company's footwear is distributed nationally from its warehouse in Asheboro, North Carolina. The Company ships its finished goods with its own fleet of trucks and trailers leased from a third party carrier or uses a parcel delivery service and common carriers when cost effective or requested by the customer. The Company's trucks deliver goods to large customers, as well as to trucking terminals for subsequent delivery to customers by local or cartage carriers. On the back haul, the trucks generally pick up raw materials from suppliers for delivery to the Company's warehouse at its Asheboro facility.
COMPETITION
The Company operates in a highly competitive industry. Competition comes from numerous domestic manufacturers of footwear, as well as imports, particularly from China and Mexico. With the North American Free Trade Agreement ("NAFTA") and the General Agreement on Trade and Tariffs ("GATT"), foreign competition has easier access to the United States markets. The growth in footwear imports, particularly in the work/outdoor markets, has led the Company to increase its use of imports. Introduced by the Company in fiscal 1999, a line of work shoes manufactured in Mexico was offered during fiscal 2000. However, this source has been discontinued and will be replaced by a third party in Spain early in calendar 2001. At the same time, the Company will be outsourcing some of its western footwear to a manufacturer in China to meet competitive pricing (see previous discussion in Item 1 under GENERAL).
Many of the Company's competitors have greater financial, distribution, brand name recognition and marketing resources than the Company. The Company relies on product performance, styling, quality, timeliness of product delivery, and perceived product value to distinguish its products from the competition. The Company believes that, based on these factors, it maintains a strong competitive position in its current market niches. Additionally, with the use of an extensive cost accounting system, the Company maintains a tight control on the costs that go into the manufacture of its products. The Company believes this gives it the advantage of being a low cost producer and allows it to be competitive in the pricing of its products, which are medium priced in relation to the market. The Company anticipates that substantial competition will continue in the future and therefore continues to plan and develop strategies to enhance its competitive position.
B.B. WALKER COMPANY 2000 Form 10-K
RAW MATERIAL AND FINISHED GOODS INVENTORIES
Each of the Company's footwear styles has different raw material requirements and is produced in numerous sizes and widths. The Company maintains its inventories of raw materials at both its Asheboro and Somerset facilities. To the extent practicable, the Company strives to support customers by maintaining the Company's most popular branded products in stock and by shipping products quickly to meet customer delivery requirements, with timely notification to customers of unavoidable delays in delivery. Because of the large number of variations in sizes and widths for each style, the Company continues to develop enhancements to its inventory control system and production planning process to ensure adequate stock levels are maintained and to minimize delivery time for out-of-stock items.
While the Company believes that its products are relatively insensitive to fashion trends, changes in consumer tastes do impact inventory levels. The Company's product development staff monitors the market and responds on a timely basis with new constructions and styles to prevent the buildup of inventory that is no longer in peak demand in the marketplace. In addition, the Company offers special incentive-based inventory reduction programs to turn over on-hand inventory of styles that are slow moving or that are being replaced with newer styles.
The Company's principal raw materials are leather, rubber and composition- based heels and soles, and fiber based items, such as insoles. The Company purchases its raw materials from numerous suppliers, the majority of which are domestic. The Company is not dependent on any one supplier for raw materials. While the Company expects that supplies of raw materials will continue to be readily available as needed for the Company's operations, the price of some of the components of its products, primarily leather, has exhibited volatility in the past, and some price volatility can be anticipated in future years. The supply of leather and other raw materials was adequate in fiscal 2000.
SEASONALITY
The Company experiences significant seasonal fluctuations in net sales because consumers purchase a large percentage of the Company's products from September through December. As a result, retail dealers of the Company's products generally request delivery of products from June through October for advance orders and from October through December for restocking orders. Accordingly, inventory levels are highest during June and July and accounts receivable levels are highest during October through December. Because of seasonal fluctuations, there can be no assurance that the results of any particular quarter will be indicative of results for the full year or for future years.
B.B. WALKER COMPANY 2000 Form 10-K
BACKLOG
Backlog records are maintained based on orders for pairs of footwear, rather than in terms of dollars. The backlog fluctuates on a seasonal basis, reaching higher levels in the spring and summer months when retailers buy for fall selling. At October 28, 2000, the backlog for orders believed to be firm was 25,843 pairs, as compared to 38,989 pairs as of October 30, 1999. One of the reasons for this backlog decrease is the general softness in the retail footwear environment, as evidenced by the 14.4% sales decrease from 1999 to 2000. The backlog at a particular time is affected by a number of factors, including seasonality and scheduled date of manufacture and delivery. Private label and export orders often have significant lead times. Therefore, a comparison of the Company's backlog from period to period may not be meaningful and may not be indicative of future sales.
Advance private label and export orders provide the Company with a stable work flow which complements orders for branded footwear. The Company attempts to ship orders for branded products from inventory as they are received. Thus, the backlog of branded products only reflects orders that were not immediately filled from inventory and does not accurately predict the mix of future sales. All orders at October 28, 2000 are expected to be filled during the current fiscal year.
INTELLECTUAL PROPERTY
The Company owns federal trademark registrations for many of its trademarks, including ABILENE[REGISTERED], SAGE[REGISTERED], GOLDEN RETRIEVER [REGISTERED], DURATUFF[REGISTERED], WALKER FOOTWEAR THAT WORKS[REGISTERED], SAFETY FIRST[REGISTERED], AIR RIDE[REGISTERED], COMFORT SYSTEM[REGISTERED], and EASY COMFORT SYSTEM[REGISTERED]. The Company's trademarks are valuable assets. Therefore, it is the policy of the Company to pursue registration of its trademarks whenever possible and to defend its trademarks from infringement. There are no patents, licenses, franchises or concessions that are material to the operations of the Company.
GOVERNMENTAL REGULATION
All of the Company's operations are subject to federal, state and local regulatory standards, primarily in the area of safety, health, employment and environmental standards. In general, the Company has experienced no difficulty in complying with these standards and believes that they have not had any material effect on its capital expenditures, earnings or competitive position.
B.B. WALKER COMPANY 2000 Form 10-K
EMPLOYEES
The Company and its subsidiary employed 305 persons as of October 28, 2000, 141 at the Asheboro, North Carolina facility and 164 at the Somerset, Pennsylvania facility. Of these individuals, 218 were engaged in manufacturing and 87 in administrative, sales, and transportation functions. Substantially all of the Company's employees were employed on a full-time basis. None of the Company's employees are covered by collective bargaining agreements and the Company believes its relations with its employees are good.
FORWARD-LOOKING STATEMENTS
The foregoing discussion contains some forward-looking statements about the Company's financial condition and results of operations, which are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking state- ments, which reflect management's judgment only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events and circumstances that arise after the date hereof.
Factors that might cause actual results to differ materially from these forward-looking statements include (1) the effects of general economic conditions, (2) the impact of competitive products and pricing in the footwear industry, (3) failure to achieve anticipated sales results, (4) management's ability to accurately predict the effect of cost reductions, (5) management's ability to secure the necessary financing arrangements to meet its working capital and capital expenditure requirements and (6) failure to enter into a contract for the remaining 10 10 acres of the Asheboro, North Carolina property and if entered into, the consummation of the transaction provided for therein.
ITEM 2.
ITEM 2. PROPERTIES
As of October 28, 2000, the Company and its subsidiary utilized an aggregate of approximately 355,000 square feet of floorspace in various facilities, all of which are in service and are adequate for the operations performed. Substantially all of the Company's property, including its facilities and inventories, are insured on a replacement value basis. On November 8, 2000 (subsequent to fiscal year ended October 28, 2000), the Company sold approxi- mately 15 acres of its real property in Asheboro, North Carolina (see previous discussion in Item 1 under GENERAL).
B.B. WALKER COMPANY 2000 Form 10-K
The Company and its subsidiary, Bender Shoe Company, operate manufacturing and warehousing facilities as follows:
Asheboro, North Carolina - This location on 414 East Dixie Drive, Asheboro, North Carolina contains the manufacturing facility for footwear with cement construction, as well as the administrative offices of the Company. The Company uses 281,857 square feet of space in one building on approximately 25 acres of land. The premises are used for manufacturing, shipping, warehousing, administration, and a retail outlet store. Paved parking and truck loading areas are maintained. Subsequent to fiscal year ended October 28, 2000, the Company sold approximately 15 acres of its real property in Asheboro, North Carolina on November 8, 2000 for a cash purchase price of $2,500,000, which purchase price was determined by arms-length negotiations of the parties (see previous discussion in Item 1 under GENERAL). The sale included a building on this property in Asheboro, NC, which houses manufacturing operations, warehousing, corporate offices and a retail store of the Company. Concurrent with the sale of this property, the Company signed a five-year lease agreement with the buyer to rent approximately 164,000 square feet of the 289,000 square foot facility for $20,500 per month. Notice of an intention to terminate the lease by the Company prior to the expiration of the initial term or any renewal term must be made in writing 90 days prior to the Company's vacating the premises. At the expiration of the lease term on November 7, 2005, the Company shall have the option to extend this lease on a month-to-month basis with a 90 day notice to vacate.
Somerset, Pennsylvania - The Company's subsidiary, Bender Shoe Company, moved to a larger facility in Somerset in August, 1994. The facility provides approximately 68,000 square feet of space on 3.8 acres of land. The facility is used primarily for the manufacture of footwear with welt construction plus raw material storage. A small portion of the space is used as administrative offices. The Company owns the facility which is subject to existing liens in favor of First National Bank and Trust Company in Asheboro, NC, the Pennsylvania Industrial Development Authority, the Pennsylvania Economic Revitalization Fund and Mellon Bank, N.A.
The Company also operates factory outlet retail stores in Asheboro, North Carolina and Lancaster, Pennsylvania. The Asheboro retail store is located at the Company's Asheboro manufacturing facility. The Company leases the retail store space in Lancaster, PA.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
(a) From time to time, the Company is a defendant in legal actions involving claims arising in the normal course of business. In management's opinion, after consultation with counsel and a review of the facts, the liabilities, if any, resulting from such legal proceedings currently pending will not have a material effect on the Company's financial position or results of operations.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
B.B. WALKER COMPANY 2000 Form 10-K
EXECUTIVE OFFICERS OF THE COMPANY
The names, ages and positions of the executive officers of the Company as of October 28, 2000 are listed below along with their business experience during at least the past five years. Officers are elected annually by the Board of Directors at the Annual Meeting of the Board of Directors convened immediately following the Annual Meeting of the Shareholders. Executive officers serve until the next annual meeting of the Directors and until their successors are elected and qualified.
Executive Officer (Age) Position and Office ----------------------- ------------------- Kent T. Anderson (58) Chairman (1992), President (1984) and Chief Executive Officer (1986) (1)
French P. Humphries (60) Executive Vice President - Sales and Marketing (2000) (2)
Carey M. Durham (49) Vice President / Chief Financial Officer (1998) (3)
(1) Officer is also a director of the Company.
(2) As of July 2000, officer was named Executive Vice President - Sales and Marketing and directs the Company's sales, marketing, and merchandising efforts. From 1995 to 2000, he served as Executive Vice President. From 1992 to 1995, he served as Vice President - Marketing. Prior to 1992, he was General Manager of the Western Division, a position he held since 1977.
(3) Served in this position since October 1, 1998. His responsibilities include directing the Company's finance and accounting functions. On December 10, 2000, resigned as Vice President/Chief Financial Officer effective January 31, 2001. A Certified Public Accountant, he was in executive financial management in the home furnishings industry (1995-98) and injection-molded plastics manufacturing (1989-95) prior to joining the Company.
PART II
ITEM 5.
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this Item is found under the heading "Stock Prices" on page 41 of the Annual Report to Shareholders (included as Exhibit 13 to this filing) for the year ended October 28, 2000 and is incorporated herein by reference. The Company had 1,169 shareholders of record at January 22, 2001.
B.B. WALKER COMPANY 2000 Form 10-K
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is reported on page 28 of the Annual Report to Shareholders (included as Exhibit 13 to this filing) under the heading "Selected Financial Data" and is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The information required by this Item is on pages 29 through 37 of the Annual Report to Shareholders (included as Exhibit 13 to this filing) under the heading "Management's Discussion and Analysis of Results of Operations and Financial Condition" and is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is reported on pages 1 through 38 of the Annual Report to Shareholders (included as Exhibit 13 to this filing) and is incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Certain information required by Part III has been omitted under Item G of the General Instructions for Form 10-K, Rule 12-b-23, as the Company files with the Securities and Exchange Commission a definitive proxy statement pursuant to Regulation 14A not later than 120 days after the end of its fiscal year. Only those sections of the Proxy Statement which specifically address the items set forth herein are incorporated by reference.
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Information concerning the Company's directors required by this Item is incorporated herein by reference to the Company's Proxy Statement.
Information concerning the Company's executive officers required by this Item is incorporated herein by reference to Part I of this Form 10-K on Page 11, under the caption "Executive Officers of the Company".
B.B. WALKER COMPANY 2000 Form 10-K
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference to the Company's Proxy Statement.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated herein by reference to the Company's Proxy Statement.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated herein by reference to the Company's Proxy Statement.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A) The following documents are filed as part of this Form 10-K:
(1) Financial Statements - The following consolidated financial statements of the Company are incorporated herein by reference to pages 4 through 27 of the Annual Report to Shareholders:
(a) Consolidated Statements of Income (Loss) for the fiscal years ended October 28, 2000, October 30, 1999, and October 31, 1998.
(b) Consolidated Balance Sheets at October 28, 2000 and October 30, 1999.
(c) Consolidated Statements of Cash Flows for the fiscal years ended October 28, 2000, October 30, 1999, and October 31, 1998.
(d) Consolidated Statements of Shareholders' Equity for the fiscal years ended October 28, 2000, October 30, 1999, and October 31, 1998.
(e) Notes to Consolidated Financial Statements
(f) Report of Independent Accountants
B.B. WALKER COMPANY 2000 Form 10-K
(2) Financial Statement Schedule - The following supplementary consolidated financial statement schedule of the Company is filed as part of this Form 10-K and should be read in conjunction with the Annual Report to Shareholders:
Schedule Page -------- ---- II Valuation and Qualifying Accounts
The reports of the Company's independent public accountants with respect to the above described financial statements and financial statement schedules appear on page 27 of the Annual Report to Shareholders and on page of this report, respectively, and are incorporated herein by reference.
All other financial statements and schedules not listed have been omitted since the required information is included in the consolidated financial statements or the notes thereto or is not applicable or required.
(B) No reports on Form 8-K were filed by the Company during the last quarter of fiscal year ended October 28, 2000, but subsequent to fiscal 2000, Form 8-K was filed by the Company on November 21, 2000.
(C) A listing of exhibits is incorporated herein by reference to the Index to Exhibits on pages through.
B.B. WALKER COMPANY 2000 Form 10-K
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
B.B. WALKER COMPANY (Registrant)
By: DOROTHY W. CRAVEN --------------------- Dorothy W. Craven Date: February 9, 2001 Corporate Secretary ----------------
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated and on the date indicated.
Signature Title --------- -----
Principal Executive Officer:
KENT T. ANDERSON 2/09/2001 Chairman of the Board, Chief Executive - ------------------ --------- Officer and President Kent T. Anderson Date
Principal Financial and Accounting Officer:
JOYCE C. WALKER 2/09/2001 Chief Accountant - ------------------ --------- Joyce W. Walker Date
BOARD OF DIRECTORS
KENT T. ANDERSON 2/09/2001 EDNA A. WALKER 2/09/2001 - ------------------ --------- ---------------- --------- Kent T. Anderson Date Edna A. Walker Date Chairman
ROBERT L. DONNELL, JR. 2/09/2001 MICHAEL C. MILLER 2/09/2001 - ------------------------ --------- ------------------- --------- Robert L. Donnell, Jr. Date Michael C. Miller Date
JAMES P. McDERMOTT 2/09/2001 GEORGE M. BALL 2/09/2001 - -------------------- --------- ---------------- --------- James P. McDermott Date George M. Ball Date
B.B. WALKER COMPANY 2000 Form 10-K
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE ---------------------------------
To the Board of Directors and Shareholders of B.B. Walker Company
Our audits of the consolidated financial statements referred to in our report dated December 27, 2000 appearing on page 27 of the 2000 Annual Report to Shareholders of B.B. Walker Company (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 14(A)(2) of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
PRICEWATERHOUSECOOPERS LLP - -------------------------- PricewaterhouseCoopers LLP Greensboro, North Carolina December 27, 2000, except for Note 15 for which the date is February 9, 2001.
B.B. Walker Company 2000 Form 10-K
B.B. WALKER COMPANY Schedule II ----------- VALUATION AND QUALIFYING ACCOUNTS
Balance at Charged to Charged to Beginning Costs and Other Balance at Description of Year Expenses Accounts Deductions End of Year ----------- ---------- ---------- ----------- ---------- ----------
Allowance for Doubtful Accounts:
October 28, 2000 $ 525,000 304,000 - 334,000 $ 495,000 ========== ========== =========== ========= =========== October 30, 1999 $ 557,000 199,000 - 231,000 $ 525,000 ========== ========== =========== ========= =========== October 31, 1998 $ 503,000 453,000 - 399,000 $ 557,000 ========== ========== ========== ========== ===========
B.B. WALKER COMPANY 2000 Form 10-K
INDEX TO EXHIBITS
Page Number or Exhibit Incorporation By Number Description Reference To - ------- ----------- ------------
(3) Articles of Incorporation and By-Laws
(3)(a) Articles of Amendment to Articles of Exhibit D to Form 10-K Incorporation and Restated Charter of for the fiscal year B.B. Walker Company dated November 28, 1979, ended November 3, 1979 filed with the Secretary of State in Raleigh, NC
(3)(b) Articles of Amendment to Articles of Exhibit A to Form 10-Q Incorporation dated March 24, 1980, filed for the six month with the Secretary of State in Raleigh, NC period ended May 3,
(3)(c) Articles of Merger of Lyon & Shaw, Inc. Exhibit (3) (c) to into Registrant dated January 21, 1987 the Form 10-K for the fiscal year ended November 1, 1986
(3)(d) Copy of the revised By-Laws of B.B. Walker Exhibit (3)(d) to the Company as amended January 7, 1992 Form 10-K for the fiscal year ended November 2, 1991
(3)(e) Articles of Merger of Walker Shoe Company Exhibit (3)(g) to the into B.B. Walker Company dated June 29, 1987 Form 10-K for the fiscal year ended October 31, 1987
(3)(f) Articles of Amendment to Articles of Exhibit (3)(f) to the Incorporation dated November 16, 1988, filed Form 10-K for the with the Secretary of State in Raleigh, NC fiscal year ended October 30, 1988
(3)(g) Articles of Amendment to Articles of Exhibit (3)(g) to the Incorporation dated March 30, 1994, filed Form 10-K for the with the Secretary of State in Raleigh, NC fiscal year ended October 29, 1994
(4) The Registrant, B.B. Walker Company, by signing Exhibit (4) to Form this report, agrees to furnish the Securities 10-K for the fiscal and Exchange Commission upon its request a copy year ended November of any instrument which defines the rights of 2, 1985 holders of long-term debt of the Registrant and its subsidiary for which consolidated or unconsolidated financial statements are required to be filed and which authorizes a total amount of securities not in excess of 10% of the total assets of the Registrant and its subsidiary on a consolidated basis.
(4)(a) Certificate of Common Capital Stock of B.B. Exhibit (N) to Form Walker Company 10-K for the fiscal year ended October 28, 1978
(4)(b) Unsecured Promissory Note of B.B. Walker Exhibit (B) to Form Company with flexible rate minimum interest 10-K for the fiscal provisions year ended November 1, 1980
Page Number or Exhibit Incorporation By Number Description Reference To - ------- ----------- ------------
(4)(c)(1) Credit Agreement dated August 15, 1995 Exhibit (4)(c)(1) to between Mellon Bank, N.A., Philadelphia, PA, Form 10-Q for the as Lender and B.B. Walker Company, Asheboro, third quarter ended NC, the Registrant, as Borrower. The twenty- July 29, 1995 one supporting schedules have been omitted being detailed forms, lists and support for specific provisions set out in the agreement.
(4)(c)(2) Revolving Credit Note dated August 15, 1995 Exhibit (4)(c)(2) to in the amount of $20 million; signed by the Form 10-Q for the Registrant and in favor of Mellon Bank, N.A., third quarter ended Philadelphia, PA July 29, 1995
(4)(c)(3) Term Loan Note dated August 15, 1995 in the Exhibit (4)(c)(3) to amount of $3 million; signed by the Form 10-Q for the Registrant and in favor of Mellon Bank, third quarter ended N.A., Philadelphia, PA July 29, 1995
(4)(c)(4) Letter dated February 6, 1996 acknowledging Exhibit (4)(c)(4) to Mellon Bank's agreement to amend financial Form 10-Q for the covenants of the Revolving Credit Agreement first quarter ended effective as of October 28, 1995 and February 3, 1996 thereafter
(4)(c)(5) First Amendment to the Credit Agreement Exhibit (4)(c)(5) to dated April 15, 1996 between B.B. Walker Form 10-Q for the and Mellon Bank, N.A. second quarter ended May 4, 1996
(4)(c)(6) Second Amendment to the Credit Agreement Exhibit (4)(c)(6) to dated October 18, 1996 between B.B. Walker Form 10-K for the and Mellon Bank, N.A. fiscal year ended November 2, 1996
(4)(c)(7) Third Amendment to the Credit Agreement Exhibit (4)(c)(7) to dated November 14, 1996 between B.B. Walker Form 10-K for the and Mellon Bank, N.A. fiscal year ended November 2, 1996
(4)(c)(8) Fourth Amendment to the Credit Agreement Exhibit (4)(c)(8) to dated April 15, 1997 between B.B. Walker Form 10-Q for the and Mellon Bank, N.A. second quarter ended May 3, 1997
(4)(c)(9) Fifth Amendment to the Credit Agreement Exhibit (4)(c)(9) to dated July 8, 1998 between B.B. Walker Form 10-Q for the and Mellon Bank, N.A. third quarter ended August 1, 1998
F - 4
Page Number of Exhibit Incorporation By Number Description Reference To - ------- ----------- ------------
(4)(c)(10)Separate Agreement with Mellon Bank Exhibit (4)(c)(10) to Regarding Calculation of Financial Form 10-Q for the Covenants, dated September 10, 1998 third quarter ended August 1, 1998
(4)(c)(11)Sixth Amendment to the Credit Agreement Exhibit (4)(c)(11) to dated December 29, 1998 between B.B. Walker Form 10-K for the and Mellon Bank, N.A. fiscal year ended October 31, 1998
(4)(c)(12)Separate Agreement with Mellon Bank Exhibit (4)(c)(12) to Regarding Calculation of Financial Form 10-K for the Covenants, dated December 30, 1998 fiscal year ended October 31, 1998
(4)(c)(13)Seventh Amendment to the Credit Agreement Exhibit (4)(c)(13) to dated June 30, 1999 between B.B. Walker Form 10-K for the and Mellon Bank, N.A. third quarter ended July 31, 1999
(4)(c)(14)Eighth Amendment to the Credit Agreement Exhibit (4)(c)(14) to dated December 30, 1999 between B.B. Walker Form 10-K for the and Mellon Bank, N.A. fiscal year ended October 30, 1999
(4)(c)(15)Ninth Amendment to the Credit Agreement Exhibit (4)(c)(15) to dated January 26, 2000 between B.B. Walker Form 10-K for the and Mellon Bank, N.A. fiscal year ended October 30, 1999
(4)(c)(16)Tenth Amendment to the Credit Agreement Exhibit (4)(c)(16) to dated June 23, 2000 between B.B. Walker Form 10-Q for the and Mellon Bank, N.A. third quarter ended July 29, 2000
(4)(c)(17)Forbearance Agreement Regarding Credit Exhibit (4)(c)(17) to Agreement between B.B. Walker and Mellon Form 10-K for the Bank, N.A. dated September 29, 2000 fiscal year ended October 28, 2000
(4)(c)(18)Forbearance Agreement Regarding Credit Exhibit (4)(c)(18) to Agreement between B.B. Walker and Mellon Form 10-K for the Bank, N.A. dated October 30, 2000 fiscal year ended October 28, 2000
(10)(a) B.B. Walker Company Nonqualified Deferred Exhibit (10) to Compensation Plan as amended, adopted Form 10-K for the June 7, 1983 fiscal year ended October 29, 1983
(10)(d) 1987 Incentive Stock Option Plan effective Exhibit (10)(d) to February 11, 1987 Form 10-K for the fiscal year ended October 29, 1988
F - 5
Page Number or Exhibit Incorporation By Number Description Reference To - ------ ----------- ------------
(10)(e) 1995 Incentive Stock Option Plan for Key Filed with the 1994 Employees and Non-Employee Directors Proxy Statement effective March 20, 1995 mailed to to shareholders on February 27, 1995
(10)(f)(1) Employment Agreement between B.B. Walker Exhibit (10)(f)(1) to Company and Kent T. Anderson, President Form 10-Q for the and Chief Executive Officer, dated October nine months ended 2, 1989 July 28, 1990
(10)(f)(2) First Amendment to Employment Agreement Exhibit (10)(f)(2) to between B.B. Walker Company and Kent T. Form 10-Q for the Anderson, President and Chief Executive nine months ended Officer, dated July 6, 1990 July 28, 1990
(10)(g) Contract for Purchase and Sale of Real Exhibit (10)(g) to Property Located in Asheboro, North Form 10-K for the Carolina, between B.B. Walker Company fiscal year ended and H. William Hull, Jr., dated October 31, 1998 January 28, 1999
(10)(h) Agreement for Purchase and Sale of Real Exhibit (10)(h) to Property located in Asheboro, North Form 10-K for the Carolina, between B.B. Walker Company fiscal year ended and MART Acquisition, Inc. October 30, 1999 dated February 4, 2000
(10)(i) Offer to Purchase and Contract Real Exhibit (99) of Property located in Asheboro, North Form 8-K filed Carolina, between B.B. Walker Company November 21, 2000 and Schwarz Properties, LLC, dated November 8, 2000
(11) Computation of earnings per share amounts are explained in Note 1 to the Consolidated Financial Statements in the Annual Report to Shareholders for the fiscal year ended October 28, 2000, which is Exhibit 13 to this filing
(13) Annual Report to Shareholders for the fiscal Filed herewith as year ending October 28, 2000 Exhibit (13)
(22) Subsidiaries of the Registrant Filed herewith as Exhibit (22)
(27) Summary Financial Information Schedule Filed herewith as Exhibit (27)