Carlisle Plastics Inc – ‘10-K/A’ for 12/31/95

As of:  Monday, 7/1/96   ·   For:  12/31/95   ·   Accession #:  846902-96-6   ·   File #:  1-10756

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Amendment to Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment to Annual Report                             5     33K 
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     1      5K 

10-K/A   —   Amendment to Annual Report

10-K/A
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  ANNUAL REPORT ON FORM 10-K/A

    SECURITIES AND EXCHANGE COMMISSION
     WASHINGTON, DC  20549
     _______________
     FORM 10-K/A

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(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 DECEMBER 31, 1995         

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[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
       THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from _______ to _______   
 _____________________

  Commission file number 1-10756
   CARLISLE PLASTICS, INC.
(Exact name of registrant as specified in its Charter)  

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          DELAWARE                               04-2891825            
(State or other jurisdiction of    (I.R.S. Employer Identification No.)
incorporation or organization)                                         
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1314 North Third Street, Phoenix, AZ             85004-1751
(Address of principal executive offices)         (Zip Code)

  Registrant's Telephone Number, Including Area Code: (602) 407-2100

Securities Registered Pursuant to Section 12(B) of The Act:                     

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                                           Name of each exchange 
       Title of each class                  on which registered  
       -------------------                 --------------------- 
                                                                 
CLASS A COMMON STOCK, $.01 PAR VALUE      NEW YORK STOCK EXCHANGE

Securities Registered Pursuant to Section 12(g) of The Act*:      
Senior Variable Rate Notes Due 1997       
10.25% Senior Notes Due 1997 Issued 1992      
10.25% Senior Notes Due 1997        
(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:    YES [X] NO [ ]                     

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K 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.  [X]                                               

State the aggregate market value of the voting stock held by non-affiliates     
of the registrant.  The aggregate market value shall be computed by reference   
to the price at which the stock was sold, or the average bid and asked prices   
of such stock, as a specified date within 60 days prior to the date of filing.  

    AS OF JANUARY 31, 1996 THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD
BY NON-AFFILIATES OF THE REGISTRANT WAS $31,106,770 BASED ON THE CLOSING MARKET 
VALUE OF THAT DAY.                                                              

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY     
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:    

   Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities      
Exchange Act of 1934 subsequent to the distribution of securities under a       
plan confirmed by a court.  Yes [   ]    No [   ]                               

AT JANUARY 31, 1996, 8,353,973 AND 9,500,312 SHARES OF CARLISLE       
PLASTICS, INC.  CLASS A COMMON STOCK AND CLASS B COMMON STOCK, RESPECTIVELY,    
WERE OUTSTANDING.                                                               

DOCUMENTS INCORPORATED BY REFERENCE                                             

Portions of the Proxy Statement for the Company's Annual Meeting of Shareholders
to be held April 23, 1996 are incorporated by reference into Part III of this   
Form 10-K, to the extent described in such Part III.                            

 *  The classes of securities set forth under the above heading have not
    been registered under Section 12(g) of the Act.  With respect to the
    securities, this Form 10-K is filed pursuant to Section 15(d) of the
    Act, because registration statements were filed under the Securities
Act of 1933 relating to such classes of securities.             

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CARLISLE PLASTICS, INC. AND SUBSIDIARIES
INDEX TO EXHIBITS   

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EXHIBIT                                                                         
  NO.     DESCRIPTION                                                           
-------   --------------------------------------------------------------------- 
                                                                                
3.1     - Restated Certificate of Incorporation of Carlisle Plastics,           
          Inc. dated as of May 16, 1991 (incorporated by reference to Exhibit   
          3.1 to the Company's Annual Report on Form 10-K for the year ended    
          December 31, 1991 (hereinafter, the "1991 10-K")                      
3.2     - By-Laws of the Company (incorporated herein by reference to Exhibit   
          3.2 to the Registration Statement of Form S-1, Registration No.       
          33-27262, as filed with the Securities and Exchange Commission on     
          February 27, 1989 (hereinafter, the "1989 S-1")).                     
10.1(a) - The Securities Purchase Agreement, dated as of March 23, 1990,        
          between the Company and Kawajitsu Leasing (H.K.) Ltd. (incorporated   
          by reference to Exhibit 10.1(a) to the Registration Statement on Form 
          S-1, Registration No. 33-35966, as filed with the Securities and      
          Exchange Commission on October 30, 1990 (hereinafter, the             
          "1990 S-1")).                                                         
10.1(b) - The Securities Purchase Agreement, dated as of March 23, 1990 between 
          the Company and Showa Leasing America, Inc. (incorporated by reference
          to Exhibit 10.1(b) to the 1990 S- 1).                                 
10.2    - Securities Purchase Agreement, dated as of March 23, 1990, between    
          the Company and each purchaser of the 1997 Notes (incorporated by     
          reference to Exhibit 10.2 to the 1990 S-1).                           
10.3    - Indenture dated March 23, 1990, as supplemented by First Supplemental 
          Indenture dated as of October 9, 1990, relating to the Company's      
          Senior Variable Notes Due 1997 among the Company and the Bank of      
          Montreal Trust Company, as trustee (incorporated by reference to      
          Exhibits 4.2 and 4.3 to the 1990 S-1, respectively).                  
10.4    - Management Agreement dated as of September 1, 1995 between the        
          Company and Carlisle Plastics Management Corporation (incorporated    
          by reference to Exhibit 10.8 to the Company's Quarterly Report on     
          Form 10-Q for the quarter ended September 30, 1995).                  
10.5    - Restated 1991 Employee Incentive Plan (incorporated by reference to   
          Exhibit 4(a) to the Registration Statement on Form S-8, Registration  
          No. 3364890, as filed with the Securities and Exchange Commission on  
          June 24, 1993).                                                       
10.6    - Indenture relating to the Company's 10 1/4% Senior Notes Due 1997     
          among the Company  and United States Trust Company of New York, as    
          Trustee (a form of the Notes is contained as Exhibit A thereto)       
          (incorporated by reference to Exhibit 4.1 to the Registration         
          Statement on Form S-1, as amended, Registration No. 33-47627, as      
          filed with The Securities and Exchange Commission on May 1, 1992).    
10.7    - Credit Agreement dated as of March 9, 1994 by and among the Company,  
          as borrower, A&E Products (Far East) Ltd. ("Far East"), Plasticos     
          Bajacal S.A. de C.V. ("Plasticos"), Rhino-X Industries, Inc.          
          ("Rhino-X"), A&E Korea, Ltd. ("Korea"), American Western Corporation  
          ("American Western") and AWC Transportation Corporation ("AWCT"), as  
          co-obligors, and General Electric Capital Corporation ("GECC"), as    
          agent and lender, as amended by the First, Second, Third and Fourth   
          Amendments to Credit Agreement and Security Agreement dated as of     
          April 14, April 15, and October 25, 1994 and June 14, 1995,           
          respectively, by and among the same parties (incorporated by reference
          to Exhibits 10.14 to the Company's Quarterly Reports on Form 10-Q for 
          the quarters ended March 31, 1994 (hereinafter, the "March 1994       
          10-Q"), June 30, 1994 and September 30, 1994 (hereinafter the         
          "September 1994 10-Q") and Exhibit 10.12 of the Company's Quarterly   
          Report on Form 10-Q for the quarter ended June 30, 1995 (hereinafter, 
          the "June 1995 10-Q")) and the Fifth Amendment to the Credit          
          Agreement dated November 13, 1995 (filed herewith).                   
10.8    - Revolving Credit Note dated March 9, 1994 in the amount of $55,000,000
          issued by the borrowers under the Credit Agreement referenced in      
          Exhibit 10.7 to GECC (incorporated by reference to Exhibit 10.15 to   
          the March 1994 10-Q).                                                 

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EXHIBIT                                                                         
  NO.     DESCRIPTION                                                           
-------   --------------------------------------------------------------------- 
                                                                                
10.9    - Security Agreement dated as of March 9, 1994 by and among the         
          borrowers under the Credit Agreement referenced in Exhibit 10.7 and   
          GECC, as administrative agent, as amended by the First Amendment to   
          Credit Agreement and Security Agreement dated as of April 14, 1994    
          by and among the same parities (included in Exhibit 10.7).            
10.10   - Asset Purchase Agreements dated March 9, 1994 by and between the      
          Company and American Western and Rhino-X (incorporated by reference   
          to Exhibit 10.17 to the March 1994 10-Q).                             
10.11   - Contract Manufacturing Agreements dated March 9, 1994 by and          
          between the Company and American Western and Rhino-X (incorporated    
          by reference to Exhibit 10.18 to the March 1994 10-Q).                
10.12   - Subordination Agreement dated as of March 9, 1994 by and among        
          GECC, the Company, Far East, Plasticos, Rhino-X, Korea, American      
          Western and AWCT (incorporated by reference to Exhibit 10.19 to the   
          March 1994 10-Q).                                                     
10.13   - Equipment Lease Agreement dated as of April 4, 1994, as amended by    
          the First Amendment and Amendment No. 2 dated as of August 17 and     
          October 25, respectively, by and between the Company and GECC         
          (incorporated by reference to Exhibits 10.20 to the March 1994 10-Q   
          and the September 1994 10-Q) and amendments dated as of June 14,      
          November 13, December 1, and December 29, 1995 (filed herewith).      
10.14   - Equipment Sublease Agreements dated as of April 4, 1994, as amended   
          by amendments dated as of August 17 and October 25, 1994, by and      
          between the Company and American Western and Rhino-X (incorporated    
          by reference to Exhibits 10.21 to the March 1994 10-Q and September   
          1994 10-Q) and amendments dated as of June 14 and November 13, 1995   
          (filed herewith).                                                     
10.15   - Bills of Sale dated April 4, 1994 by the Company, American Western    
          and Rhino-X (incorporated by reference to Exhibit 10.22 to the March  
          1994 10-Q).                                                           
10.16   - Subordination Agreement dated as of April 4, 1994 by and among GECC,  
          the Company, Far East, Plasticos, Rhino-X, Korea, American Western    
          and AWCT (incorporated by reference to Exhibit 10.23 to the March     
          1994 10-Q).                                                           
10.17   - Subsidiary Guarantees dated as of April 4, 1994 by American Western   
          and Rhino-X in favor of GECC (incorporated by reference to Exhibit    
          10.24 to the March 1994 10-Q).                                        
10.18   - Receivables Funding and Servicing Agreement dated as of April 14,     
          1994, as amended by Amendment No. 1 and Amendment No. 2 dated as of   
          October 25, 1994 and June 14, 1995, respectively, by and among        
          Carlisle Plastics Funding Corporation ("CPFC"), as Borrower, Redwood  
          Receivables Corporation ("Redwood"), as Lender, the Company, as       
          Servicer, and GECC, as Operating Agent and Collateral Agent           
          (incorporated by reference to Exhibits 10.25 to the March 1994 10-Q   
          and September 1994 10-Q and Exhibit 10.23 to the June 1995 10-Q) and  
          Amendment No. 3 dated as of November 13, 1995 (filed herewith).       
10.19   - Note dated October 25, 1994 in the amount of $45,000,000 issued by    
          CPFC to Redwood pursuant to the Receivables Funding and Servicing     
          Agreement referenced in Exhibit 10.18 (incorporated by reference to   
          Exhibit 10.26 to the September 1994 10-Q).                            
10.20   - Receivables Sale Agreement dated as of April 14, 1994, as amended     
          by Amendment No. 1 dated as of October 25, 1994, by and between the   
          Company and CPFC (incorporated by reference to Exhibits 10.27 to the  
          March 1994 10-Q and September 1994 10-Q).                             
10.21   - Note dated October 25, 1994 in the amount of $45,000,000 issued by    
          the Company to CPFC pursuant to the Receivables Sale Agreement        
          referenced in Exhibit 10.20 (incorporated by reference to Exhibit     
          10.28 to the September 1994 10-Q).                                    
10.22   - Employment Agreement dated September 12, 1994 by and between the      
          Company and Clifford A. Deupree (incorporated by reference to Exhibit 
          10.27 to the 1994 S-4).                                               

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EXHIBIT                                                                         
  NO.     DESCRIPTION                                                           
-------   --------------------------------------------------------------------- 
                                                                                
10.23   - Employment Agreement dated September 12, 1994 by and between the      
          Company and Patrick J. O'Leary (incorporated by reference to Exhibit  
          10.28 to the June 1995 10-Q).                                         
10.24   - Equipment Lease Agreements dated May 19, 1995 by and between the      
          Company and PHOENIXCOR, Inc. in the amount of $6,000,000 and          
          $1,500,000 (incorporated by reference to Exhibits 10.29(a) and        
          10.29(b) to the June 1995 10-Q).                                      
11      - Statement re: Computation of Per Share Earnings.                      
18      - Letter re: Change in Accounting Principles (incorporated by reference 
          to Exhibit 18 of the 1989 S-1).                                       
21      - Subsidiaries of the Company.                                          
23      - Consent of Deloitte & Touche LLP.                                     
27      - Financial Data Schedule.                                              


10-K/A
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SIGNATURES                                                                      

Pursuant to the requirements 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.                                          

CARLISLE PLASTICS, INC. 

Date  June 28, 1996                /s/ PATRICK J. O'LEARY                       
-----------------            -------------------------              
        Patrick J. O'Leary
             Chief Financial Officer
              (Principal Financial and
            Accounting Office) and
Director  

Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘10-K/A’ Filing		Date		First		Last			Other Filings
Filed on:		7/1/96
		6/28/96		5
		4/23/96		1					DEF 14A
		1/31/96		1
For Period End:		12/31/95		1					10-K
		12/29/95		3
		11/13/95		2		3
		9/30/95		2					10-Q
		9/1/95		2
		6/30/95		2					10-Q
		6/14/95		2		3
		5/19/95		4
		10/25/94		2		3
		9/30/94		2					10-Q
		9/12/94		3		4
		6/30/94		2					10-Q,  11-K
		4/14/94		3
		4/4/94		3
		3/31/94		2					10-Q
		3/9/94		2		3
		6/24/93		2
		5/1/92		2
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