UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934. FOR FISCAL YEAR ENDED DECEMBER 27, 2003.
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934. For the transition period from _______to______ .
Commission File No.: 0-22684
UNIVERSAL FOREST PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-1465835
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2801 E. BELTLINE, N.E., GRAND RAPIDS, MICHIGAN 49525
(Address of principal executive offices) (Zip Code)
(616) 364-6161
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class Name of each exchange on which registered
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
(Title of Class)
Indicate by checkmark 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 checkmark 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]
Indicate by checkmark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Act).
Yes: X No:
As of June 28, 2003, 17,738,188 shares of the registrant's common stock, no par
value, were outstanding. The aggregate market value of the common stock held by
non-affiliates of the registrant (i.e. excluding shares held by executive
officers, directors, and control persons as defined in Rule 405, 17 CFR 230.405)
on that date was $265,224,186 computed at the closing price of $20.64 on that
date.
As of February 1, 2004, 17,818,836 shares of the registrant's common stock, no
par value, were outstanding.
Documents incorporated by reference:
(1) Certain portions of the Company's Annual Report to Shareholders for the
fiscal year ended December 27, 2003 are incorporated by reference into
Part I and II of this Report.
(2) Certain portions of the Company's Proxy Statement for its 2004 Annual
Meeting of Shareholders are incorporated by reference into Part III of
this Report.
Exhibit Index located on page E-1.
Page 1 of 4
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Form 10-K Annual Report is to file a
corrected Exhibit 13 (Selected portions of the Company's Annual Report to
Shareholders for the fiscal year ended December 27, 2003). The printed
Consolidated Financial Statements delivered to shareholders as part of the
annual report were correct. However, the Form 10-K filed with the Securities and
Exchange Commission via EDGAR contained inadvertent errors in certain of the
Notes to Consolidated Financial Statements. The purpose of this Amendment No. 1
is to file a corrected Exhibit 13. The errors in the Notes to Consolidated
Financial Statements that were corrected are:
1. In the last sentence of the last paragraph of Note A, "consolidated
balance statements" has been corrected to read "consolidated financial
statements".
2. Corrections to include comparative 2002 information were made to Note C.
Goodwill and Other Intangible Assets.
3. Corrections were made to Note N. Commitments, Contingencies and
Guarantees.
4. Corrections were made to Note P. Quarterly Financial Information to
correct the net sales line of the table because certain information was
shifted over one column in the original filing.
2
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 amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: July 23, 2004 UNIVERSAL FOREST PRODUCTS, INC.
By: /s/ William G. Currie
-----------------------------------
William G. Currie, Vice Chairman of the Board
and Chief Executive Officer
and
/s/ Michael R. Cole
-----------------------------------
Michael R. Cole, Chief Financial Officer and
Treasurer
3
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on this 23rd day of July, 2004, by the following
persons on behalf of us and in the capacities indicated.
/s/ Peter F. Secchia* /s/ William G. Currie
---------------------------- ----------------------------
PETER F. SECCHIA, DIRECTOR WILLIAM G. CURRIE, DIRECTOR
/s/ Dan M. Dutton* /s/ John M. Engler*
---------------------------- ----------------------------
DAN M. DUTTON, DIRECTOR JOHN M. ENGLER, DIRECTOR
/s/ John W. Garside* /s/ Gary F. Goode*
---------------------------- ----------------------------
JOHN W. GARSIDE, DIRECTOR GARY F. GOODE, DIRECTOR
/s/ Philip M. Novell* /s/ Louis A. Smith*
---------------------------- ----------------------------
PHILIP M. NOVELL, DIRECTOR LOUIS A. SMITH, DIRECTOR
*By: /s/ Michael R. Cole
----------------------------
Michael R. Cole
Attorney-in-Fact
4
EXHIBIT INDEX
Exhibit # Description
3 Articles of Incorporation and Bylaws.
(a) Registrant's Articles of Incorporation were filed as Exhibit 3(a) to
a Registration Statement on Form S-1 (No. 33-69474) and the same is
incorporated herein by reference.
(b) Registrant's Bylaws were filed as Exhibit 3(b) to a Registration
Statement on Form S-1 (No. 33-69474) and the same is incorporated
herein by reference.
4 Instruments Defining the Rights of Security Holders.
(a) Specimen form of Stock Certificate for Common Stock was filed as
Exhibit 4(a) to a Registration Statement on Form S-1 (No. 33-69474)
and the same is incorporated herein by reference.
(b)(3) Series A, Senior Unsecured Note Agreement dated May 5, 1994, was
filed as Exhibit 4(b)(3) to a Form 10-Q Quarterly Report for the
quarter period ended March 26, 1994, and the same is incorporated
herein by reference.
(b)(4) First Amendment to Note Agreement dated November 13, 1998, relating
to Series A, Senior Unsecured Note Agreement dated May 5, 1994, was
filed as Exhibit 4(b)(4) to a Form 10-K Annual Report for the fiscal
year ended December 26, 1998.
10 Material Contracts.
(a)(2) Redemption Agreement with Peter F. Secchia, dated January 2, 2002,
was filed as Exhibit 10(a)(2) to a Form 10-K, Annual Report for the
year ended December 29, 2001 and the same is incorporated herein by
reference.
(a)(3) Consulting Agreement with Peter F. Secchia, dated December 31, 2002,
and Assignment dated January 1, 2003 was filed as Exhibit 10(a)(3)
to a Form 10-K, Annual Report for the year ended December 28, 2002
and the same is incorporated herein by reference.
(a)(4) Nondisclosure and Non-Compete Agreement with Peter F. Secchia, dated
December 31, 2002 was filed as Exhibit 10(a)(4) to a Form 10-K,
Annual Report for the year ended December 28, 2002 and the same is
incorporated herein by reference.
(a)(5) Conditional Share Grant Agreement with William G. Currie dated April
17, 2002 was filed as Exhibit 10(a)(5) to a Form 10-K, Annual Report
for the year ended December 28, 2002 and the same is incorporated
herein by reference.
(b) Form of Indemnity Agreement entered into between the Registrant and
each of its directors was filed as Exhibit 10(b) to a Registration
Statement on Form S-1 (No. 33-69474) and the same is incorporated
herein by reference.
(c)(2) Lease guarantee, dated March 10, 1978, given by Registrant on behalf
of Universal Restaurants, Inc. to Jackson Properties was filed as
Exhibit 10(c)(2) to a Registration Statement on Form S-1 (No.
33-69474) and the same is incorporated herein by reference.
(e)(1) Form of Executive Stock Option Agreement was filed as Exhibit
10(e)(1) to a Registration Statement on Form S-1 (No. 33-69474) and
the same is incorporated herein by reference.
(e)(2) Form of Officers' Stock Option Agreement was filed as Exhibit
10(e)(2) to a Registration Statement on Form S-1 (No. 33-69474) and
the same is incorporated herein by reference.
(f) Salaried Employee Bonus Plan was filed as Exhibit 10(f) to a
Registration Statement on Form S-1 (No. 33-69474) and the same is
incorporated herein by reference.
(i)(1) Revolving Credit Agreement dated November 13, 1998 was filed as
Exhibit 10(i)(1) to a Form 10-K Annual Report for the year ended
December 26, 1998, and the same is incorporated herein by reference.
(i)(2) Series 2002-A, Revolving Credit Agreement dated November 25, 2002
was filed as Exhibit 10(i)(2) to a Form 10-K Annual Report for the
year ended December 28, 2002.
(i)(3) First Amendment dated September 18, 2003 relating to Series 2002-A,
Revolving Credit Agreement dated November 25, 2002 was filed as
Exhibit 10(i)(3) to a Form 10-Q Quarterly Report for the quarter
ended September 27, 2003.
(j)(1) Series 1998-A, Senior Note Agreement dated December 21, 1998 was
filed as Exhibit 10(j)(1) to a Form 10-K Annual Report for the year
ended December 26, 1998, and the same is incorporated herein by
reference.
(j)(2) Series 2002-A, Senior Note Agreement dated December 18, 2002 was
filed as Exhibit 10(j)(2) to a Form 10-K Annual Report for the year
ended December 28, 2002.
(k)(1) Program for Accounts Receivable Transfer ("PARTS") Agreement dated
September 22, 2003 was filed as Exhibit 10(k)(1) to a Form 10-Q
Quarterly Report for the quarter ended September 27, 2003.
(k)(2) Deposit Account Control Agreement dated September 22, 2003,
completed pursuant to the PARTS Agreement, was filed as Exhibit
10(k)(2) to a Form 10-Q, Quarterly Report for the quarter ended
September 27, 2003.
13 Selected portions of the Company's Annual Report to Shareholders for the
fiscal year ended December 27, 2003.
16 Letter from Arthur Andersen LLP regarding change in certifying accountant
is incorporated by reference from Exhibit 16 of Registrant's current
report on Form 8-K dated May 21, 2002.
21* Subsidiaries of the Registrant.
23 Consents of Experts and Counsel.
(a) Consent of Ernst & Young LLP.
(b) Information Concerning Consent of Arthur Andersen LLP.
31 Certifications.
(a) Certificate of the Chief Executive Officer of Universal Forest
Products, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 (18 U.S.C. 1350).
(b) Certificate of the Chief Financial Officer of Universal Forest
Products, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 (18 U.S.C. 1350).
32 Certifications.
(a) Certificate of the Chief Executive Officer of Universal Forest
Products, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (18 U.S.C. 1350).
(b) Certificate of the Chief Financial Officer of Universal Forest
Products, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (18 U.S.C. 1350).
-------------------
* Previously filed