<PAGE>   1

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                   FORM 10-K
(MARK ONE)

    [X]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
               THE SECURITIES EXCHANGE ACT OF 1934

               FOR THE FISCAL YEAR ENDED DECEMBER 30, 2000

                                       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. 0-23234
                          FULL LINE DISTRIBUTORS, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                         <C>
            GEORGIA                                    58-1724902
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                   Identification No.)

      1200 AIRPORT DRIVE,                                30107
      BALL GROUND, GEORGIA
(Address of principal executive                        (Zip Code)
             offices)
</TABLE>

        Issuer's telephone number, including area code:  (770) 479-1877

 Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act
                                    of 1934:

                        COMMON STOCK, WITHOUT PAR VALUE

 Securities Registered Pursuant to Section 12(g) of the Act Securities Exchange
                                  Act of 1934:

                                      NONE

    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.  [ ]

    The aggregate market value of the Common Stock of the registrant held by
nonaffiliates of the registrant (1,626,006 shares) on March 15, 2001 was
$1,525,194. For the purposes of this response, officers, directors and holders
of 5% or more of the registrant's common stock are considered the affiliates of
the registrant at that date.

    The number of shares outstanding of the registrant's Common Stock, without
par value, as of March 15, 2001: 4,222,501 shares.
                      DOCUMENTS INCORPORATED BY REFERENCE

    PORTIONS OF THE REGISTRANT'S DEFINITIVE PROXY STATEMENT FOR ITS ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD IN 2001 ARE INCORPORATED BY REFERENCE INTO
PART III OF THIS REPORT, WITH THE EXCEPTION OF INFORMATION REGARDING EXECUTIVE
OFFICERS REQUIRED UNDER ITEM 10 OF PART III, WHICH INFORMATION IS INCLUDED IN
PART I, ITEM 1.

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--------------------------------------------------------------------------------
<PAGE>   2

                                     PART I

ITEM 1.  BUSINESS

     Full Line Distributors, Inc. (the "Company"), which changed its name from
L.A. T Sportswear, Inc. on March 1, 2000, is a national distributor and
manufacturer of quality imprintable and decorable knitted sportswear. Through
its distribution operations, the Company is a national distributor of
undecorated garments for the imprinted sportswear industry, carrying a broad
product line, including basic t-shirts and sweatshirts, golf shirts, baseball
and golf caps, jackets, athletic jerseys and shorts, bags and aprons. The
Company carries the products and brands of nationally recognized manufacturers,
including Fruit of the Loom(R), Hanes(R), Jerzees(R) and Jonathan Corey(R), as
well as its own line of manufactured apparel. The Company targets the small
independent imprinter and decorator and seeks to provide that customer with a
broad product line, carried in-depth at multiple locations to ensure that the
customer's order is filled and received on a "just in time" basis. In 2000,
approximately 18% (vs. 17% in 1999 and 20% in 1998) of the Company's revenues
were sales of self-manufactured products. The Company designs and manufactures
decorable sportswear, primarily for the infant and toddler, youth, ladies and
corporate markets. The Company's manufactured products include basic t-shirts,
sweatshirts and one-piece rompers in infant and toddler wear, under the Rabbit
Skins(R) brand; cover-ups, tank tops, shorts and ladies and girls fashion
coordinates, under the L.A. T Sportswear(R) brand; men and boys spirit wear
under the L.A. T Sport(R) brand; and golf shirts, dress shirts and denim shirts
under the Woodbridge(TM) brand.

OPERATIONS

     The Company is a national distributor of decorable sportswear and
accessories. The imprinted sportswear industry is highly fragmented and includes
a wide variety of businesses such as screen printers, embroiderers, advertising
specialty companies, crafters, sporting goods and uniform companies. The
majority of the Company's distribution customers are small, independent
companies that lack the capitalization and space requirements to warehouse their
product needs, instead relying on distributors such as the Company to supply
their products. The Company believes that for these customers, breadth of
product line, immediate availability of product and superior customer service
are as important as price. For these reasons, the Company's distribution
operations are geared to breadth of product line, depth of inventory and prompt
order filling, as well as competitive pricing. The Company carries a wide
variety of specialty products from bags and aprons to golf shirts in over 300
colors and sizes ranging from extra-small to five-extra large.

  Products

     The Company's distribution philosophy is to provide its customers a broad
selection of imprintable sportswear, carried in depth in inventory, and
available to the customer within the most responsive time.

     At December 30, 2000, the Company's inventory included approximately 370
styles of products from 15 garment and accessories manufacturers. This inventory
included approximately 9,139 individual items (SKUs) including all color and
size variations. The Company's primary suppliers are Fruit of the Loom(R),
Hanes(R) and Jerzees(R) (t-shirts and sweatshirts), Print-Ons(R) and Jonathan
Corey(R) (golf shirts and sports shirts), Yupoong(R) (baseball and golf caps),
Rabbit Skins(R) (infant and toddler wear), L.A.T Sport(R) (men and boys spirit
wear), L.A. T Sportswear(R) (ladies and girls fashion wear), and Woodbridge(TM)
(corporate apparel). Product offerings are reviewed annually in connection with
the preparation of the Company's catalog, new and expanded lines are routinely
added and slow moving or discontinued products are deleted.

     The Company generally enters into non-exclusive oral distribution
agreements with the vendors of the products it distributes which are cancelable
by either party upon notice. Management believes that the current relationship
with its vendors is satisfactory.

                                        2
<PAGE>   3

  Distribution and Warehousing

     The Company operates six distribution centers located in the metropolitan
areas of Atlanta, Cleveland, Houston, Los Angeles, Miami and St. Louis. Each
distribution center is leased and ranges from approximately 41,000 to 59,000
square feet. Each facility is supervised by a location manager and includes a
support staff of office and warehouse personnel.

     The distribution centers offer same day shipping on all orders placed
before 4:00 p.m. local time, and 24-hour shipping on all other orders. A
customer order entered by a customer service representative on the centralized
inventory control computer system automatically generates a picking ticket in
the warehouse. Each customer order is then hand picked, checked and packed, and
the shipment staged in the warehouse for customer pick-up or shipment by UPS or
other carrier. In the event the order-entering distribution center is out of
stock on all or any portion of a customer's order, the order may be completed
for same day shipment from any of the Company's other distribution centers.

     The Company also has an on-line real time business to business internet
site at www.FullLine.com where customers can place orders, check inventory
availability, review current and previous orders, and track UPS shipments
twenty-four hours a day, seven days a week.

  Customers and Customer Service

     The Company's customers are predominantly small independent imprinters,
embroiderers, advertising specialty companies, crafters and sporting goods and
uniform companies which purchase their requirements on an as needed basis for
immediate delivery. At December 30, 2000, the Company had an active customer
list of over 25,000 customers (customers who had placed an order within the
preceding year). In 2000, the largest customer accounted for less than 2% of the
Company's $95.2 million in sales and the Company's ten largest customers
accounted for less than 8% of sales. By contrast, approximately 78% of sales
were to customers who purchased less than $100,000 worth of merchandise during
the year. All credit decisions are handled by the Company's centralized credit
staff at its Atlanta facility. For 2000, the Company experienced credit losses
of 0.9% of sales.

     The Company has a centralized customer service department located in
Atlanta. Customer service lines are answered Monday through Friday from 8:00
a.m. to 9:00 p.m., Eastern Time. Customer service representatives are required
to be familiar with the entire product line and able to answer customer
questions concerning the Company's product offerings. The Company utilizes a
comprehensive training program for new customer service representatives. Each
service representative spends time training in the warehouse, pulling customer
orders and learning the product lines. Trainees are provided with a training
manual which details each style with complete line sketches of each product
highlighting all features and detailing all colors and sizes, dimensions and
fabric content. The manual also outlines telephone and order entry procedures,
both computerized and manual, and provides tests to ensure that service
representatives are trained to the Company's standards.

  Marketing and Advertising

     The Company primarily markets its products through its catalog, trade
shows, major trade magazines, direct mail flyers, mass facsimiles and its
in-house and outside sales force. The Company produces and distributes
approximately 415,000 catalogs annually. Advertisements and flyers are designed
to educate the customer about the Company's business by highlighting its
multiple locations, extended operating hours, excellent service and product
availability.

     The Company exhibited at 10 industry trade shows in 2000. The participation
in these trade shows provides the Company with opportunities to display its
collection of imprintable apparel and solicit new customers. The Company's
in-house and outside sales staff sell to major screen printers, embroiderers,
advertising-specialty and uniform customers in the imprintable sportswear
industry.

                                        3
<PAGE>   4

  Manufacturing Operations

     The Company designs and manufactures its own lines of imprintable and
decorable sportswear for the infant and toddler, youth, ladies and corporate
markets for sale to mass merchants and specialty retailers and private label
garments for selected distributors, screen printers and retailers. The Company
manufactures product for market niches in the imprinted sportswear industry
where it has a competitive advantage by virtue of its ability to manufacture on
a shorter product run basis than fully integrated mills, and where innovative
product design or fabric introductions can differentiate it from its
competitors.

     Under its Rabbit Skins(R) label, the Company produces a full line of
activewear for infants and toddlers, including basic t-shirts and sweatshirts,
one-piece rompers, dresses and fashion coordinates. The Company's 2001 Rabbit
Skins(R) line consists of approximately 53 styles and 674 SKUs including all
color and size variations. Rabbit Skins(R) infant and toddler wear was the first
product line developed by the Company and the Company believes it is a major
manufacturer in this category of imprintable garments.

     In 2001, the Company introduced a new line under the label L.A. T Sport(R),
which focuses on men and boys athletic spirit wear. The line combines athletic
styles from both the L.A. T Sportswear(R) label and the L.A. T For Kids(R)
label, as well as a variety of new styles. The L.A. T Sport(R) line consists of
approximately 26 styles and 836 SKUs.

     The Company designs and manufactures a line of ladies and girls fashion
wear under the label L.A. T Sportswear(R). Offerings in this line consist of
shorts, fashion t-shirts and tops, and cover-ups. The line consists of
approximately 47 styles and 451 SKUs. The L.A. T Sportswear(R) line tends to be
more upscale and fashion oriented, avoiding the commodity-type garment
offerings. Although all L.A. T Sportswear(R) garments are sold as separates, the
Company makes available many products in the line as top/bottom coordinates.

     The Company also produces a line of corporate apparel under the
Woodbridge(TM) label. The Woodbridge(TM) line consists of 10 styles and 236 SKUs
that includes golf shirts, dress shirts and denim shirts.

     Product development and new product design are the primary responsibility
of the Company's merchandising department, with new product ideas and proposals
subject to review by the Company's marketing personnel and executive officers at
regularly scheduled meetings. The Company considers itself an innovator in new
product style development.

     Approximately half of the Company's products are manufactured at two
facilities in Georgia. Management believes that the manufacturing of some of its
products domestically permits it to have greater control over production,
enhances the quality of the finished product and facilitates greater
responsiveness to its customers' needs. Management also believes that the
Company's ability to accommodate orders in varying quantities while controlling
production costs and maintaining consistent quality provides it with a
competitive advantage. The other half of the Company's manufactured products are
sewn by off-shore contractors or imported as finished garments. Management
believes that utilizing off-shore labor for some of its manufacturing helps the
Company to remain competitive on price.

  Raw Materials and Supplies

     The primary raw materials used in the Company's manufacturing operations
are cotton and synthetic yarns which are purchased on a contractual basis
(usually 12 months in advance) from a small number of suppliers. The Company
also contracts for the conversion of its yarn to finished fabric, primarily
through a single knitting source and two contract finishing houses.
Approximately 10% of the Company's total fabric needs is purchased from a small
number of outside sources. The Company currently utilizes limited supply sources
on the theory that the loyalty and commitment generated by the long-standing
business relationship between supplier and customer outweigh the risk inherent
in dependency on limited sources of supply. At the same time, the Company
believes that alternative sources of supply, both for raw materials and
conversion services, are readily available at competitive prices and its
reliance on limited supply sources causes no significant risk to the business.

                                        4
<PAGE>   5

  Backlog

     As of December 30, 2000, the Company had a backlog of orders believed to be
firm of approximately $1,864,217 for products to be delivered during 2001. At
January 1, 2000, the backlog totaled $1,682,676.

  Competition

     Competition in the screen print garment distribution business is intense
and is based primarily on product line quality, availability and prompt delivery
of products, price, level of customer support and the ability to offer a wide
selection of products. Some of the Company's competitors have substantially
greater financial resources and larger staffs. Principal competitors include
national distributors such as Alpha Shirts, Broder Brothers and Staton
Wholesale.

     In some cases, the Company also competes with manufacturers that sell
directly to screen printers, sometimes at prices below those charged by the
Company for similar products. Most manufacturers, however, limit their direct
sales only to large resellers because of the costs associated with dealing with
a large number of small volume customers.

     The imprinted sportswear segment of the apparel industry includes several
companies that have substantially greater financial resources and manufacturing
capabilities than the Company. The Company believes that the primary competition
for its manufactured products comes from ten to fifteen companies in the infant,
toddler, youth and adult fashion markets. The Company competes in this aspect of
its business primarily based on price, product design, quality and
responsiveness to customer service needs.

EMPLOYEES

     At December 30, 2000, the Company employed approximately 386 full time
employees, of which 46 were salaried, 244 were paid on an hourly basis and 96
were paid on an incentive piece work basis. None of the Company's employees is
covered by a collective bargaining agreement and the Company believes that its
employee relations are satisfactory.

EXECUTIVE OFFICERS

     The executive officers of the Company are as follows:

<TABLE>
<CAPTION>
NAME                                        POSITION WITH COMPANY
----                                        ---------------------
<S>                                         <C>
Isador E. Mitzner.........................  Chairman of the Board and Chief Executive
                                            Officer
J. David Keller...........................  President and Secretary
Gina Watson-McElroy.......................  Executive Vice President -- Operations
</TABLE>

     Isador E. Mitzner, age 48, founded the Company, and has served as its
Chairman and Chief Executive Officer since its inception in 1978.

     J. David Keller, age 53, joined the Company in March 1981 and has served as
President of the manufacturing division since 1987. Mr. Keller has served as a
director of the Company since 1986, as President of the Company since October
1993, and as Secretary of the Company since March 1994. For three years prior to
joining the Company, Mr. Keller worked for Hanes Activewear as a sales
representative in the Southeast United States and the Caribbean.

     Gina Watson-McElroy, age 38, joined the Company in December 1991 and has
served as Executive Vice President-Operations since July 1998. Ms.
Watson-McElroy served as Merchandising Manager from December 1991 through June
1994, Vice President of Product Development from June 1994 through December
1995, and Vice President of Manufacturing Operations from December 1995 through
July 1998.

     The Company currently does not have a full-time Chief Financial Officer.
Until the Company appoints a full-time Chief Financial Officer, Mickie
Schneider, the Company's Controller, is serving as Acting Chief Financial
Officer.

                                        5
<PAGE>   6

TRADEMARKS

     The Company believes its trademarks have significant value and are
important to its marketing efforts. The Company has registered the trademarks
Rabbit Skins(R), L.A. T Sport(R) and L.A. T Sportswear(R) with the United States
Patent and Trademark office. The Company's policy is to pursue registration of
its marks whenever possible and to oppose vigorously any infringement of its
marks.

     The Company sells products under various trademarks and trade names used in
this Annual Report that are the property of owners other than the Company. The
following is a list of such trademarks and tradenames that are used in this
Annual Report: Fruit of the Loom(R); Hanes(R); Jerzees(R); Jonathan Corey(R);
Print-Ons(R); and Yupoong(R).

ITEM 2.  PROPERTIES

     The following table presents information as to the real properties and
facilities of the Company as of March 20, 2001:

<TABLE>
<CAPTION>
                                                                         SQUARE
FACILITY AND LOCATION                              PRIMARY UTILIZATION   FOOTAGE   NATURE OF OWNERSHIP
---------------------                              -------------------   -------   -------------------
<S>                                                <C>                   <C>       <C>
Ball Ground, Georgia.............................  Administration,       68,000    Owned
                                                   purchasing and
                                                   centralized
                                                   distribution
Ball Ground, Georgia.............................  Production            46,000    Owned
                                                   planning,
                                                   centralized cutting
                                                   and raw materials
                                                   warehousing
Roberta, Georgia.................................  Sewing                29,000    Leased through
                                                                                    January 2008
Atlanta, Georgia.................................  Administration and    70,000    Leased through
                                                   distribution                     December 2004
Cleveland, Ohio..................................  Distribution          49,700    Leased through
                                                                                    October 2001
Fullerton, California............................  Distribution          43,200    Leased through
                                                                                    November 2003
Houston, Texas...................................  Distribution          59,000    Leased through
                                                                                    December 2002
Miami, Florida...................................  Distribution          41,000    Leased through
                                                                                    December 2004
St. Louis, Missouri..............................  Distribution          44,200    Leased through
                                                                                    March 2003
</TABLE>

ITEM 3.  LEGAL PROCEEDINGS

     The Company is a party to various lawsuits in the ordinary course of doing
business. The Company intends to defend these matters vigorously. The outcome of
such lawsuits cannot presently be determined, but is not expected to have a
material impact on the Company's financial position or results of operations.
Accordingly, no provision for any loss that may result from such lawsuits has
been made in the accompanying financial statements.

                                        6
<PAGE>   7

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of security holders of the Company
during the fourth quarter ended December 30, 2000.

                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's Common Stock currently trades on the American Stock Exchange
under the symbol FLD. From January 25, 1994 through February 20, 1997, the
Common Stock traded on the NASDAQ National Market and from February 21, 1997
through February 7, 2000 on the OTC Bulletin Board under the symbol LATS. The
following table sets forth, by fiscal quarter, the high and low sales prices
(high and low bid prices with respect to the period during which the Company's
shares were quoted on the OTC Bulletin Board) of the Common Stock reported by
The Nasdaq Stock Market, the OTC Bulletin Board or the American Stock Exchange
during the most recent two fiscal years. Quotations from the OTC Bulletin Board
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not necessarily represent actual transactions.

<TABLE>
<CAPTION>
                                                              HIGH        LOW
                                                              ----        ---
<S>                                                           <C>         <C>
Fiscal Year Ended January 1, 2000:
  First Quarter ended April 3, 1999.........................   1 27/32     1 1/16
  Second Quarter ended July 3, 1999.........................   1 21/32     1 7/16
  Third Quarter ended October 2, 1999.......................   1 17/32     1 3/16
  Fourth Quarter ended January 1, 2000......................   1 7/16      1 3/16

Fiscal Year Ended December 30, 2000:
  First Quarter ended April 1, 2000.........................   1 3/4       1 3/16
  Second Quarter ended July 1, 2000.........................   1 3/4       1 1/8
  Third Quarter ended September 30, 2000....................   1 3/4       1 1/8
  Fourth Quarter ended December 30, 2000....................   1 1/16        11/16
</TABLE>

     As of March 20, 2001, the number of shareholders of record of the Company's
Common Stock was approximately 51 and the number of beneficial holders of the
Company's Common Stock was approximately 301. The Company has not declared or
paid any cash dividends on its Common Stock. The policy of the Board of
Directors of the Company is to retain earnings, if any, for the expansion and
development of the Company's business. Future dividend policy and the payment of
dividends, if any, will be determined by the Board of Directors in light of
circumstances then existing, including the Company's earnings, financial
condition, bank and other contractual restrictions and other factors deemed
relevant by the Board.

ITEM 6.  SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                   FISCAL YEAR(1)
                                                   -----------------------------------------------
                                                    2000      1999      1998      1997      1996
                                                   -------   -------   -------   -------   -------
                                                        (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                <C>       <C>       <C>       <C>       <C>
OPERATIONS STATEMENT DATA:
  Net sales......................................  $95,232   $94,672   $81,874   $72,608   $94,834
  Cost of goods sold.............................   78,504    78,813    68,570    60,732    79,136
                                                   -------   -------   -------   -------   -------
  Gross profit...................................   16,728    15,859    13,304    11,876    15,698
  Operating expenses.............................   13,715    13,008    10,784    11,038    16,147
  Restructuring charge...........................      136        --        --        --        --
                                                   -------   -------   -------   -------   -------
  Operating profit (loss)........................    2,877     2,851     2,520       838      (449)
</TABLE>

                                        7
<PAGE>   8

<TABLE>
<CAPTION>
                                                                   FISCAL YEAR(1)
                                                   -----------------------------------------------
                                                    2000      1999      1998      1997      1996
                                                   -------   -------   -------   -------   -------
                                                        (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                <C>       <C>       <C>       <C>       <C>
  Other income (expense):
     Interest expense............................   (1,296)   (1,115)   (1,125)   (1,582)   (2,047)
     Other income (expense)......................      107        35      (110)       19         4
                                                   -------   -------   -------   -------   -------
  Income (loss) before income tax................    1,688     1,771     1,285      (725)   (2,492)
  (Provision) benefit for income taxes(2)........     (644)      372       (76)      (21)     (172)
                                                   -------   -------   -------   -------   -------
  Net income (loss)..............................    1,044   $ 2,143   $ 1,209   $  (746)  $(2,664)
                                                   =======   =======   =======   =======   =======
  Net income (loss) per share:
     Basic.......................................  $  0.25   $  0.51   $  0.29   $ (0.18)  $ (0.63)
     Diluted(2)..................................  $  0.24   $  0.50   $  0.29   $ (0.18)  $ (0.63)
  Weighted average shares outstanding:
     Basic.......................................    4,212     4,200     4,200     4,200     4,200
     Diluted.....................................    4,275     4,286     4,214     4,200     4,200
BALANCE SHEET DATA (AT END OF YEAR):
  Working capital................................  $23,907   $25,169   $18,620   $18,282   $25,802
  Property, plant and equipment, net.............    3,382     3,803     3,201     3,749     4,315
  Total assets...................................   37,880    36,422    34,463    28,739    36,519
  Short-term borrowings..........................      178       164        30        23        22
  Long-term debt, net of current portion.........   12,364    15,108    10,162    11,732    18,929
  Stockholders' equity...........................   14,649    13,589    11,444    10,235    10,981
</TABLE>

---------------

(1) Prior to fiscal year 1998, the Company's year-end was the last Saturday in
    December. Beginning in fiscal year 1998, the Company modified its operating
    year to end on the Saturday closest to December 31st. Due to this change,
    fiscal 1998 contained 53 weeks; all other years presented contained 52
    weeks.
(2) Includes a tax benefit (principally from the reversal of net deferred tax
    asset's valuation allowance) of approximately $1.1 million ($0.25 per
    diluted share) for fiscal year 1999.

                                        8
<PAGE>   9

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The Private Securities Litigation Reform Act of 1995 provides a safe harbor
to encourage companies to provide prospective information so long as it is
identified as forward-looking and accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those discussed. Forward-looking statements contained
herein are related to the plans and objectives of management for the future
operations, economic performance, projections of revenues, income, earnings per
share, capital expenditures, dividends, capital structure, or other financial
items. In the following discussion and elsewhere in this report, statements
containing words such as "expect," "anticipate," "believe," "goal," "objective,"
or similar words are intended to identify forward-looking statements. The
Company undertakes no obligation to update such forward-looking statements, and
it wishes to identify important factors that could cause actual results to
differ materially from those projected in the forward-looking statements
contained in the following discussion and elsewhere in this report. The risks
and uncertainties that may affect the operations, performance, development, and
results of the Company's business include but are not limited to the following:
(1) heightened competition, particularly intensified price competition; (2)
general economic and business conditions which are less favorable than expected;
(3) unanticipated changes in industry trends; and (4) other risks detailed
herein and from time to time in the Company's other reports.

RESULTS OF OPERATIONS

     The following table sets forth, for the years indicated, the components of
the Company's statements of operations expressed as a percentage of net sales:

<TABLE>
<CAPTION>
                                                                    FISCAL YEAR
                                                              -----------------------
                                                              2000     1999     1998
                                                              -----    -----    -----
<S>                                                           <C>      <C>      <C>
Net sales...................................................  100.0%   100.0%   100.0%
Cost of goods sold..........................................   82.4     83.3     83.8
                                                              -----    -----    -----
Gross profit................................................   17.6     16.7     16.2
Operating expenses..........................................   14.5     13.7     13.1
                                                              -----    -----    -----
Operating profit............................................    3.1      3.0      3.1
Other expense:
  Interest expense..........................................   (1.4)    (1.2)    (1.4)
  Other, net................................................    0.1       --     (0.1)
                                                              -----    -----    -----
Income before income taxes..................................    1.8      1.8      1.6
(Provision) benefit for income taxes........................   (0.7)     0.4     (0.1)
                                                              -----    -----    -----
Net income..................................................    1.1%     2.2%     1.5%
                                                              =====    =====    =====
</TABLE>

  Comparison of 2000 to 1999

     The Company's net sales increased approximately $560,000, or 0.6%, to $95.2
million in 2000 from $94.7 million in 1999. The slight increase in net sales was
primarily attributable to an intensified sales effort and improved product
availability.

     The Company's gross profit increased approximately $869,000, or 5.5%, to
$16.7 million for 2000 from $15.9 million in 1999. The increase in gross profit
is attributable to the increase in net sales and to improved profit margins. As
a percentage of net sales, gross profit increased to 17.6% in 2000 from 16.7% in
1999. The increase in gross profit margin is due principally to improved
purchasing procedures on distribution products.

     Operating expenses increased approximately $843,000, or 6.5%, to $13.9
million in 2000 from $13.0 million in 1999. The increase in operating expenses
was primarily due to higher facility and selling costs, increased corporate
administrative and legal expenses, and costs associated with the June 30, 2000
Ball Ground sewing facility closure. As a percentage of net sales, operating
expenses increased to 14.5% in 2000 from 13.7% in 1999.

     As a result of the above factors, operating profit remained constant at
$2.9 million for 2000 and 1999.

                                        9
<PAGE>   10

     Interest expense increased to $1.3 million in 2000 from $1.1 million in
1999. The Company's borrowing rate with its bank was reduced from prime plus
 .25% or LIBOR plus 2.50% in 1999 to prime or LIBOR plus 2.25% in 2000. However,
the benefit of the reduced rate was offset by increases to the prime rate during
2000 and by increased borrowings under the Company's line of credit.

     As a result of the above factors, income before income taxes decreased
approximately $83,000, or 4.7% to $1.7 million in 2000 from $1.8 million in
1999. Income before income taxes as a percentage of net sales remained
relatively constant for 2000 and 1999.

     In 2000 the Company had an income tax provision of $644,000 compared to a
tax benefit of $372,000 in 1999. The 1999 income tax provision of approximately
$700,000 at statutory federal and state rates was favorably affected by a
reduction in the deferred tax valuation allowance (and certain other minor
offsetting matters) aggregating approximately $1.1 million, resulting in the
benefit of approximately $372,000. Both the benefit and provision were computed
based upon applying federal and state income tax rates to taxable income and
offsetting the provision or benefit with changes in valuation allowances
associated with deferred tax assets.

     As a result of the factors described above, net income decreased
approximately $1.1 million, or 51.3%, to $1.0 million in 2000 from $2.1 million
in 1999. Net income as a percentage of net sales decreased to 1.1% in 2000 from
2.2% in 1999.

  Comparison of 1999 to 1998

     The Company's net sales increased approximately $12.8 million, or 15.6%, to
$94.7 million in 1999 from $81.9 million in 1998. The increase in net sales was
primarily attributable to an intensified sales effort and improved product
availability.

     The Company's gross profit increased approximately $2.6 million, or 19.2%,
to $15.9 million for 1999 from $13.3 million in 1998. The increase in gross
profit is attributable to the increase in net sales and to increased gross
profit margins. As a percentage of net sales, gross profit margin increased to
16.7% in 1999 from 16.2% in 1998. The increase in gross profit margin is due
principally to increased margins on manufactured products and improved
purchasing procedures on distribution products.

     Operating expenses increased approximately $2.2 million, or 20.6%, to $13.0
million in 1999 from $10.8 million in 1998. The increase in operating expenses
was due primarily to increased selling costs associated with the national sales
program, increased distribution costs, and to costs associated with the purchase
of a new computer system which included training, data conversion costs and
other non-capitalized costs. As a percentage of net sales, operating expenses
increased to 13.7% in 1999 from 13.1% in 1998.

     As a result of the increase in net sales and gross profit, operating profit
increased approximately $331,000, or 13.1% to $2.9 million in 1999 from $2.5
million in 1998. As a percentage of net sales, operating profit was 3.0% and
3.1% in 1999 and 1998, respectively.

     Interest expense was $1.1 million in both 1999 and 1998. The Company's
borrowing rate with its bank was reduced from prime plus 1% in 1998 to prime
plus .25% or LIBOR plus 2.50% in 1999. However, the benefit of the reduced rate
was offset by increases to the prime rate during 1999 and by increased
borrowings under the Company's line of credit.

     As a result of the above factors, income before income taxes increased
approximately $486,000, or 37.8%, to $1.8 million in 1999 from $1.3 million in
1998. Income before income taxes as a percentage of net sales increased to 1.8%
in 1999 from 1.6% in 1998.

     In 1999 the Company had an income tax benefit of $372,000 compared to an
income tax expense of $76,000 in 1998. The 1999 income tax provision of
approximately $700,000 at statutory federal and state rates was favorably
affected by a reduction in the deferred tax valuation allowance (and certain
other minor offsetting matters) aggregating approximately $1.1 million. As
profitable operations have continued through fiscal 1999, the Company (in the
fourth quarter of fiscal 1999) reduced its deferred tax valuation allowance as
management believes that it is now more likely than not that most of the
Company's net deferred tax assets will be realized.

                                        10
<PAGE>   11

     As a result of the factors described above, net income increased
approximately $934,000, or 77.3%, to $2.1 million in 1999 from $1.2 million in
1998. Net income as a percentage of net sales increased to 2.2% in 1999 from
1.5% in 1998.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided by (used in) operating activities was $3.2 million,
$(4.1) million and $1.9 million in 2000, 1999 and 1998, respectively. In 2000,
cash provided by operating activities was primarily used to repay $2.6 million
of borrowings under the Company's credit facility with a bank.

     At December 30, 2000, the credit facility, as amended, (i) provided for
maximum borrowings of $17 million (subject to certain collateral restrictions
based on eligible receivables, inventory and fixed assets), (ii) expires on
April 30, 2002 and (iii) bore interest at the prime rate or LIBOR plus 2.25%
(subject to repricing annually). The facility is secured by substantially all
the Company's assets. As of March 20, 2001, the Company had borrowings totaling
$11.1 million outstanding under the credit facility and availability to borrow
$5.8 million.

     The Company's ability to fund its working capital and capital expenditure
requirements, make interest payments and meet its other cash requirements
depends, among other things, on internally generated funds and the continued
availability of and compliance with the terms of its credit facility. Management
believes that internally generated funds and funds available from the Company's
line of credit will be sufficient to meet the Company's capital requirements and
operating needs in fiscal 2001. However, if there is a significant reduction of
internally generated funds or the Company is unable to meet financial covenants
in the credit facility, the Company may require additional funds from outside
financing sources. In such event, there can be no assurance that the Company
will be able to obtain such funding as and when required or on acceptable terms.

EFFECTS OF INFLATION

     The Company does not believe inflation has materially impacted earnings
during the past three years. Substantial increases in costs could have a
significant impact on the Company and the industry. If operating expenses
increase, management believes it can recover increased costs by increasing
prices but there is no assurance of such.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company is exposed to market risks from changes in interest rates that
may impact our financial position. We have never used derivative instruments or
engaged in hedging activities.

     The Company's credit facility bears interest at the prime rate or LIBOR
plus 2.25%, subject to repricing annually. Accordingly, changes in the prime
rate or LIBOR, which are effected by changes in interest rates generally, will
offset the interest rate on and therefore the Company's costs under the credit
facility.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The following financial statements are filed with this report:

          Independent Auditors' Report

          Balance Sheets as of December 30, 2000 and January 1, 2000

          Statements of Operations for the years ended December 30, 2000,
     January 1, 2000, and January 2, 1999

          Statements of Stockholders' Equity for the years ended December 30,
     2000, January 1, 2000, and January 2, 1999

          Statements of Cash Flows for the years ended December 30, 2000,
     January 1, 2000, and January 2, 1999

                                        11
<PAGE>   12

                          INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
Full Line Distributors, Inc.:

     We have audited the accompanying balance sheets of Full Line Distributors,
Inc. (the "Company") as of December 30, 2000 and January 1, 2000 and the related
statements of operations, changes in stockholders' equity, and cash flows for
each of the three years in the period ended December 30, 2000. Our audits also
included the financial statement schedule listed in the Index at Item 14. These
financial statements and financial statement schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on the
financial statements and financial statement schedule based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company as of December 30, 2000 and
January 1, 2000 and the results of its operations and its cash flows for each of
the three years in the period ended December 30, 2000 in conformity with
accounting principles generally accepted in the United States of America. Also,
in our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, present fairly
in all material respects the information set forth therein.

DELOITTE & TOUCHE LLP

Atlanta, Georgia
January 31, 2001

                                        12
<PAGE>   13

                          FULL LINE DISTRIBUTORS, INC.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                              DECEMBER 30,   JANUARY 1,
                                                                  2000          2000
                                                              ------------   ----------
                                                                (IN THOUSANDS, EXCEPT
                                                                 SHARE INFORMATION)
<S>                                                           <C>            <C>
                                        ASSETS
Current Assets:
  Cash......................................................    $   404       $   233
  Accounts receivable, net of allowance for doubtful
     accounts of $1,334 and $1,517, respectively............      7,055         7,362
  Inventories -- Net........................................     25,050        23,202
  Other current assets......................................      1,864         1,693
                                                                -------       -------
          Total current assets..............................     34,373        32,490
Property, Plant and Equipment -- Net........................      3,382         3,803
Other Assets -- Net.........................................        125           129
                                                                -------       -------
                                                                $37,880       $36,422
                                                                =======       =======

                         LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable..........................................    $ 9,194       $ 6,090
  Current portion of long-term debt.........................        178           164
  Accrued expenses..........................................      1,094         1,067
                                                                -------       -------
          Total current liabilities.........................     10,466         7,321
Long-Term Debt..............................................     12,364        15,108
Other Long Term Liabilities.................................        401           404
Commitments and Contingencies (Notes 5, 9 & 10)
Stockholders' Equity:
  Preferred stock, 5,000,000 shares authorized; no shares
     issued common stock, no par value; 25,000,000 shares
     authorized; 4,222,501 and 4,202,501 shares issued and
     outstanding............................................     10,843        10,827
  Paid in capital...........................................      3,304         3,304
  Retained earnings (accumulated deficit)...................        502          (542)
                                                                -------       -------
          Total stockholders' equity........................     14,649        13,589
                                                                -------       -------
                                                                $37,880       $36,422
                                                                =======       =======
</TABLE>

                       See notes to financial statements.

                                        13
<PAGE>   14

                          FULL LINE DISTRIBUTORS, INC.

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                            YEAR ENDED
                                                              --------------------------------------
                                                              DECEMBER 30,   JANUARY 1,   JANUARY 2,
                                                                  2000          2000         1999
                                                               (52 WEEKS)    (52 WEEKS)   (53 WEEKS)
                                                              ------------   ----------   ----------
                                                              (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                           <C>            <C>          <C>
Net Sales...................................................    $95,232       $94,672      $81,874
Cost of Goods Sold..........................................     78,504        78,813       68,570
                                                                -------       -------      -------
     Gross Profit...........................................     16,728        15,859       13,304
Operating Expenses..........................................     13,851        13,008       10,784
                                                                -------       -------      -------
Operating Profit............................................      2,877         2,851        2,520
Other (Expenses) Income:
  Interest expense..........................................     (1,296)       (1,115)      (1,125)
  Other, net................................................        107            35         (110)
                                                                -------       -------      -------
          Total other expenses..............................     (1,189)       (1,080)      (1,235)
                                                                -------       -------      -------
Income Before Income Taxes..................................      1,688         1,771        1,285
(Provision) Benefit for Income Taxes........................       (644)          372          (76)
                                                                -------       -------      -------
Net Income..................................................    $ 1,044       $ 2,143      $ 1,209
                                                                =======       =======      =======
Net Income Per Share:
  Basic.....................................................    $  0.25       $  0.51      $  0.29
  Diluted...................................................    $  0.24       $  0.50      $  0.29
Weighted Average Shares Outstanding:
  Basic.....................................................      4,212         4,200        4,200
  Diluted...................................................      4,275         4,286        4,214
</TABLE>

                       See notes to financial statements.

                                        14
<PAGE>   15

                          FULL LINE DISTRIBUTORS, INC.

                 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                        COMMON STOCK
                                                      ----------------   PAID-IN     RETAINED EARNINGS
                                                      SHARES   AMOUNT    CAPITAL   (ACCUMULATED DEFICIT)
                                                      ------   -------   -------   ---------------------
                                                                        (IN THOUSANDS)
<S>                                                   <C>      <C>       <C>       <C>
Balance -- December 27, 1997........................  4,200    $10,825   $3,304           $(3,894)
  Net income........................................                                        1,209
                                                      -----    -------   ------           -------
Balance -- January 2, 1999..........................  4,200     10,825    3,304            (2,685)
  Net income........................................                                        2,143
  Exercise of stock options.........................      3          2
                                                      -----    -------   ------           -------
Balance -- January 1, 2000..........................  4,203     10,827    3,304              (542)
  Net Income........................................                                        1,044
  Exercise of stock options.........................     20         16
                                                      -----    -------   ------           -------
Balance -- December 30, 2000........................  4,223    $10,843   $3,304           $   502
                                                      =====    =======   ======           =======
</TABLE>

                       See notes to financial statements.

                                        15
<PAGE>   16

                          FULL LINE DISTRIBUTORS, INC.

                            STATEMENTS OF CASH FLOW

<TABLE>
<CAPTION>
                                                                            YEAR ENDED
                                                              --------------------------------------
                                                              DECEMBER 30,   JANUARY 1,   JANUARY 2,
                                                                  2000          2000         1999
                                                               (52 WEEKS)    (52 WEEKS)   (53 WEEKS)
                                                              ------------   ----------   ----------
                                                                          (IN THOUSANDS)
<S>                                                           <C>            <C>          <C>
Operating Activities:
  Net income................................................     $1,044        $2,143       $1,209
  Adjustments to reconcile net income to net cash provided
     by (used in) operating activities:
  Depreciation and amortization.............................        579           584          646
  Provision for doubtful accounts receivable................        376           443          368
  Loss on disposal of fixed assets..........................         24             9          113
  Changes in assets and liabilities providing (using) cash:
     Accounts receivable....................................        (69)       (1,690)        (960)
     Inventories............................................     (1,848)          463       (5,336)
     Accounts payable.......................................      3,105        (5,557)       6,123
     Accrued expenses.......................................        131           258           81
     Other..................................................       (146)         (750)        (366)
                                                                 ------        ------       ------
          Net cash provided by (used in) operating
            activities......................................      3,196        (4,097)       1,878
Investing Activities:
  Purchase of property, plant and equipment.................       (314)       (1,160)        (108)
  Proceeds from sale of property, plant and equipment.......          3             1           23
                                                                 ------        ------       ------
          Net cash used in investing activities.............       (311)       (1,159)         (85)
Financing Activities:
  (Repayments) borrowings under line of credit, net.........     (2,577)        4,745       (1,540)
  Proceeds from long term borrowings........................                      417
  Repayments of long term borrowings........................       (153)          (82)         (23)
  Proceeds from stock option exercise.......................         16             2
                                                                 ------        ------       ------
          Net cash (used in) provided by financing
            activities......................................     (2,714)        5,082       (1,563)
                                                                 ------        ------       ------
Net Increase (Decrease) in Cash.............................        171          (174)         230
  Cash:
     Beginning of year......................................        233           407          177
                                                                 ------        ------       ------
     End of year............................................     $  404        $  233       $  407
                                                                 ======        ======       ======
Supplemental Information:
  Cash paid during the year for:
     Interest...............................................     $1,296        $1,119       $1,158
                                                                 ======        ======       ======
     Income taxes...........................................     $  659        $  973       $   91
                                                                 ======        ======       ======
</TABLE>

                       See notes to financial statements.

                                        16
<PAGE>   17

                          FULL LINE DISTRIBUTORS, INC.

                         NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Full Line Distributors, Inc. (The "Company") distributes and manufactures
sportswear principally for the imprinted garment industry. The Company
self-manufactures certain of its products and also purchases merchandise from
national sportswear manufacturers for distribution currently through six
distribution facilities across the United States. The Company's customers are
principally domestic retailers in the imprintable and decorable sportswear
industry. Accordingly, the Company operates in one business segment.

     Prior to 1998, the Company's fiscal year ended on the last Saturday in
December. The years ended December 30, 2000 (fiscal 2000) and January 1, 2000
(fiscal 1999) contained approximately 52 weeks. The Company modified its
operating year in 1998 to end on the Saturday closest to December 31. Due to the
change, the year ended January 2,1999 (fiscal 1998) contained 53 weeks.

     Use of Estimates.  The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

     Inventories.  Inventories are stated at the lower of cost (first-in
first-out method) or market net of a reserve for markdowns and obsolescence.

     Revenue Recognition.  Staff Accounting Bulletin No. ("SAB") 101, "Revenue
Recognition in Financial Statements" provides guidance on the recognition,
presentation and disclosure of revenue in financial statements filed with the
SEC. SAB 101, as amended by SAB 101A and 101B, was effective beginning in the
fourth quarter of fiscal year 2000. Management assessed the impact of the
adoption of SAB 101 on the Company's 2000 financial position and results of
operations and determined the affect to not be material. The Company recognizes
revenue from product sales when shipped to the customer. At this point
persuasive evidence of a sale arrangement exists, and the Company's price to the
buyer is fixed and determinable and collectibility of the associated receivable
is reasonably assured.

     Property, Plant and Equipment.  Property, plant and equipment are stated at
cost and are depreciated principally using the straight-line method over the
estimated asset lives. Buildings and improvements are depreciated over 40 years,
while machinery and equipment and furniture and fixtures are depreciated over
periods ranging principally from five to ten years.

     The Company periodically evaluates assets for possible impairment when
events or changes in circumstances indicate that the carrying amount of these
assets may not be recoverable. In the event of a possible impairment, an
evaluation of recoverability is performed. Such evaluation would compare the
estimated future undiscounted cash flows associated with the asset to the
asset's carrying amount to determine if a write down to fair market value is
required. Assets held for sale are carried at the lower of carrying amount or
fair value, less estimated costs to sell such assets. The Company discontinues
depreciation of assets held for sale at the time the decision to sell the assets
is made.

     Income Taxes.  Deferred income tax assets and liabilities are computed
annually for differences between the financial statement and tax bases of assets
and liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount expected
to be realized. The provision for income taxes is the tax payable or refundable
for the period plus or minus the change during the period in deferred tax assets
and liabilities.

     Basic and Diluted Net Income Per Share.  Basic and diluted net income per
share is calculated by dividing net income by the respective weighted average
shares outstanding. In fiscal year 2000, 1999 and 1998

                                        17
<PAGE>   18

diluted net income per share includes the dilutive effect of 63,000, 86,000 and
14,000 options to purchase common stock, respectively.

     Fair Value of Financial Instruments.  The Company's line of credit and long
term debt bears interest at variable rates. As a result, the carrying value of
the Company's financial instruments approximate their fair values.

     Accounting for Derivative Instruments and Hedging Activities.  In June 1998
the Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards No. ("SFAS") 133, "Accounting for Derivative Instruments
and Hedging Activities," SFAS 133, as amended by SFAS 138 establishes accounting
and reporting standards for derivative instruments including certain derivative
instruments embedded in other contracts, and for hedging activities. SFAS 133
requires companies to recognize all derivatives as either assets or liabilities
in the balance sheet measured at fair value. The Company adopted SFAS 133 on
December 31, 2000. The adoption SFAS 133 had no impact on the Company's
financial position or results of operations because the Company has no
derivatives.

2. INVENTORIES

<TABLE>
<CAPTION>
                                                              DECEMBER 30,   JANUARY 1,
                                                                  2000          2000
                                                              ------------   ----------
                                                                   (IN THOUSANDS)
<S>                                                           <C>            <C>
Raw materials...............................................    $   764       $   823
Work-in-process.............................................        462           506
Finished goods..............................................     25,122        23,351
Reserves (markdowns and obsolescence).......................     (1,298)       (1,478)
                                                                -------       -------
                                                                $25,050       $23,202
                                                                =======       =======
</TABLE>

     The Company is obligated to purchase certain raw materials over a
twelve-month period through December 31, 2001. The remaining purchase obligation
under this contract is approximately $2.2 million at December 30, 2000.

3. PROPERTY, PLANT AND EQUIPMENT

<TABLE>
<CAPTION>
                                                              DECEMBER 30,   JANUARY 1,
                                                                  2000          2000
                                                              ------------   ----------
                                                                   (IN THOUSANDS)
<S>                                                           <C>            <C>
Land........................................................     $  140        $  140
Buildings and improvements..................................      2,635         2,608
Machinery and equipment.....................................      3,784         4,128
Furniture and fixtures......................................        357           358
Construction in process.....................................         15
                                                                 ------        ------
                                                                  6,931         7,234
Less accumulated depreciation...............................      3,549         3,431
                                                                 ------        ------
                                                                 $3,382        $3,803
                                                                 ======        ======
</TABLE>

4. LINE OF CREDIT AND LONG-TERM DEBT

  Line of Credit

     The Company maintains a credit facility with a bank. At December 30, 2000,
the credit facility, as amended, (i) provides for a revolving credit facility
with maximum borrowings of $17.0 million (subject to certain collateral
restrictions based on eligible receivables, inventories and fixed assets), (ii)
expires on April 30, 2002 and (iii) bears interest at the prime rate or LIBOR
plus 2.25% (subject to repricing annually). The facility is secured by
substantially all the Company's assets. Under the credit facility the Company
had borrowings totaling $11.7 million and availability to borrow $2.7 million as
of December 30, 2000, compared to borrowings totaling $14.3 million and
availability to borrow $736,000 as of January 1, 2000.

                                        18
<PAGE>   19

  Long Term Debt

     The Company has a mortgage note payable, which matures November 1, 2007 and
bears interest at prime plus 2.0%. The interest rate at December 30, 2000 was
11.5%.

     A summary of long-term debt is as follows:

<TABLE>
<CAPTION>
                                                              DECEMBER 30,   JANUARY 1,
                                                                  2000          2000
                                                              ------------   ----------
                                                                   (IN THOUSANDS)
<S>                                                           <C>            <C>
Notes payable...............................................      $604          $627
Capital lease obligation (Note 5)...........................       233           363
                                                                  ----          ----
                                                                   837           990
Less amounts due within one year............................       178           164
                                                                  ----          ----
                                                                  $659          $826
                                                                  ====          ====
</TABLE>

     Maturities of long-term debt (exclusive of the credit facility and capital
lease obligation -- see Note 5) at December 30, 2000 are as follows (in
thousands):

<TABLE>
<S>                                                           <C>
Fiscal Year
2001........................................................  $ 35
2002........................................................    38
2003........................................................    42
2004........................................................    46
2005........................................................    51
Thereafter..................................................   392
                                                              ----
                                                              $604
                                                              ====
</TABLE>

5. COMMITMENTS AND CONTINGENCIES

     The Company leases a plant facility and certain of its distribution
facilities under noncancellable operating leases expiring through December 2004.
The Company can, at its option, renew most of these leases at the then fair
rental value. The Company also leases various other equipment under a capital
lease. The net book value of assets under the capital lease at December 30, 2000
was $342,000.

     The present value of net minimum lease payments under the capital lease and
future minimum lease payments under noncancellable operating leases at December
30, 2000 are as follows (in thousands):

<TABLE>
<CAPTION>
                                                            CAPITAL LEASE   OPERATING LEASES
                                                            -------------   ----------------
<S>                                                         <C>             <C>
Fiscal Year
2001......................................................      $143             $1,126
2002......................................................        90              1,009
2003......................................................                          658
2004......................................................                          421
                                                                ----             ------
                                                                $233             $3,214
                                                                ====             ======
</TABLE>

     Rent expense was $1,319,000, $1,201,000, and $1,191,000 for fiscal 2000,
1999 and 1998, respectively.

     The Company is a party to various lawsuits in the ordinary course of doing
business. The Company intends to defend these matters vigorously. The outcome of
such lawsuits cannot presently be determined, but is not expected to have a
material impact on the Company's financial position or results of operations.
Accordingly, no provision for any loss that may result from such lawsuits has
been made in the accompanying financial statements.

                                        19
<PAGE>   20

6. RESTRUCTURING

     During the second quarter of 2000, the Company closed its sewing facility
located in Ball Ground, Georgia. Closure costs included in operating expenses in
the accompanying statement of operations consist of $29,000 of paid severance
costs for 39 employees, impairment charges of $101,160 to record equipment at
its net realizable value and other costs of $5,670 which were paid through
December 30, 2000. The equipment is held for sale at December 30, 2000 and its
adjusted basis of $32,631 is included in the other current assets in the
accompanying balance sheet. The Company had no restructuring accrual outstanding
at December 30, 2000.

7. INCOME TAXES

     The provision (benefit) for income taxes includes the following (in
thousands):

<TABLE>
<CAPTION>
                                                                  FISCAL YEAR
                                                              -------------------
                                                              2000   1999    1998
                                                              ----   -----   ----
<S>                                                           <C>    <C>     <C>
Current:
  Federal...................................................  $611   $ 536   $44
  State.....................................................    43      43    32
                                                              ----   -----   ---
                                                               654     579    76
Deferred:
  Federal...................................................   (63)   (769)
  State.....................................................    53    (182)
                                                              ----   -----   ---
                                                               (10)   (951)
                                                              ----   -----   ---
Total provision.............................................  $644   $(372)  $76
                                                              ====   =====   ===
</TABLE>

     The provision (benefit) for income taxes differs from amounts computed by
applying the federal statutory rate to income before income taxes as follows (in
thousands):

<TABLE>
<CAPTION>
                                                                   FISCAL YEAR
                                                              ----------------------
                                                              2000    1999     1998
                                                              ----   -------   -----
<S>                                                           <C>    <C>       <C>
Provision at federal statutory rate.........................  $574   $   602   $ 437
State taxes, net of federal benefit.........................    64        86      72
Change in valuation allowance...............................          (1,265)   (458)
Other.......................................................     6       205      25
                                                              ----   -------   -----
                                                              $644   $  (372)  $  76
                                                              ====   =======   =====
</TABLE>

     The tax effects of temporary differences at December 30, 2000 and January
1, 2000 are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                ASSETS (LIABILITIES)
                                                              -------------------------
                                                              DECEMBER 30,   JANUARY 1,
                                                                  2000          2000
                                                              ------------   ----------
<S>                                                           <C>            <C>
Accounts receivable.........................................     $  461        $  604
Inventory...................................................        711           740
Other.......................................................        244            76
                                                                 ------        ------
  Current deferred tax asset................................     $1,416        $1,420
                                                                 ======        ======
Depreciation................................................     $ (374)       $ (439)
Deferred compensation.......................................        169           169
Net operating loss carryforwards............................                       51
Valuation allowance.........................................       (169)         (169)
                                                                 ------        ------
  Long-term deferred tax liability..........................     $ (374)       $ (388)
                                                                 ======        ======
</TABLE>

                                        20
<PAGE>   21

     As a result of operating losses in fiscal 1995 through 1997, the Company
established valuation allowances for all of its net deferred tax assets due to
the uncertainty of their realization. As the Company experienced profitable
operations during 1998 and 1999, the valuation allowance was reduced by
approximately $1.1 million in the fourth quarter of 1999 as management believed
that it was more likely than not that most of the Company's net deferred tax
assets would be realized. The remaining valuation allowance at December 30, 2000
and January 1, 2000 is being maintained for certain deferred tax assets whose
realization remains uncertain.

8. EMPLOYEE AND OUTSIDE DIRECTOR INCENTIVE PLANS

     In 1992, the Company's Chairman granted an option to an officer of the
Company to purchase 97,500 shares of the Company's common stock owned by the
Chairman for $1.21 per share. The officer resigned in early 1995. During March
1995 and April 1996, the Chairman purchased option rights covering 33,000 and
45,000 shares under this option agreement for approximately $150,000 and
$54,800, respectively. As a result, 19,500 shares remain outstanding under this
option agreement. The remaining option is currently exercisable and expires on
March 1, 2002.

     The Company has established the Full Line Distributors, Inc. 1993 Employee
Incentive Plan (the "Incentive Plan"). Awards under this plan may be represented
by (i) incentive or nonqualified stock options, (ii) stock appreciation rights,
(iii) restricted stock, or (iv) performance awards of stock, cash or a
combination of stock and cash. Stock options granted under the Incentive Plan
are nontransferable, have an exercise price of not less than 100% of the fair
market value of the stock on the date of the grant, and may have a term of no
longer than ten years. The Company has reserved 475,000 shares of common stock
for issuance under the Incentive Plan. As of December 30, 2000 and January 1,
2000, 185,150 and 202,350 options, respectively, to acquire shares (which vest
over one to four years) were outstanding under this plan.

     During 1994, the Company approved an Outside Directors Incentive Plan and
reserved 40,000 shares for plan issuances. Awards under this plan may be
represented by (i) nonqualified stock options, (ii) stock appreciation rights,
(iii) restricted stock, or (iv) performance awards of stock, cash or a
combination of stock and cash. Stock options granted under the Outside Directors
Incentive Plan are nontransferable, have an exercise price of not less than 100%
of the fair market value of the stock on the date of the grant, and may have a
term of no longer than ten years. As of December 30, 2000 and January 1, 2000,
26,000 options to acquire shares (which vest over three to four years) were
outstanding under this plan.

     During 1998, the Company granted its Chief Executive Officer a
non-qualified stock option (not included in the Incentive Plan) to purchase
125,000 shares of the Company's common stock at $1.0625 per share representing
the fair market value of the stock on the date of grant. The option vests
ratably through May 2001 and expires in May 2008. As of December 30, 2000,
83,333 of the shares under the option are currently exercisable and the option
remains outstanding.

     Activity for all stock options issued by the Company is as follows:

<TABLE>
<CAPTION>
                                                 2000                 1999                  1998
                                          ------------------   -------------------   ------------------
                                                    WEIGHTED              WEIGHTED             WEIGHTED
                                                    AVERAGE               AVERAGE              AVERAGE
                                                    EXERCISE              EXERCISE             EXERCISE
                                          SHARES     PRICE      SHARES     PRICE     SHARES     PRICE
                                          -------   --------   --------   --------   -------   --------
<S>                                       <C>       <C>        <C>        <C>        <C>       <C>
Options outstanding, beginning of
  year..................................  353,350    $1.38      290,550    $1.38      94,800    $2.32
  Grants................................   15,000     1.63      178,500     1.95     201,000     0.99
  Forfeitures...........................  (12,200)    3.42     (113,200)    2.30      (5,250)    3.39
  Exercised.............................  (20,000)     .78       (2,500)     .75
                                          -------              --------              -------
Options outstanding, end of year........  336,150    $1.35      353,350    $1.38     290,550    $1.38
                                          =======              ========              =======
Options exercisable, end of year........  192,608    $1.46      126,017    $1.89      53,050    $3.29
                                          =======              ========              =======
</TABLE>

     The Company applies Accounting Principle Board Opinion 25 and related
interpretations in accounting for stock options. Accordingly, no compensation
costs have been recognized for these grants. Had compensa-

                                        21
<PAGE>   22

tion cost for the Company's grants been determined based on the fair value at
the grant dates consistent with the method of FASB Statement 123, "Accounting
for Stock-Based Compensation," the Company's net income and net income per share
for the years ended December 30, 2000, January 1, 2000, and January 2, 1999
would have changed to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                    FISCAL YEAR
                                                              ------------------------
                                                               2000     1999     1998
                                                              ------   ------   ------
<S>                                                           <C>      <C>      <C>
Net income (in thousands):
  As reported...............................................  $1,044   $2,143   $1,209
                                                              ======   ======   ======
  Pro forma.................................................  $  989   $2,051   $  889
                                                              ======   ======   ======
Basic net income per share:
  As reported...............................................  $ 0.25   $ 0.51   $ 0.29
                                                              ======   ======   ======
  Pro forma.................................................  $ 0.23   $ 0.49   $ 0.21
                                                              ======   ======   ======
Diluted net income per share:
  As reported...............................................  $ 0.24   $ 0.50   $ 0.29
                                                              ======   ======   ======
  Pro forma.................................................  $ 0.23   $ 0.48   $ 0.21
                                                              ======   ======   ======
</TABLE>

     The fair value of each option grant has been estimated on the date of grant
using the Black-Scholes option-pricing model with the following weighted average
assumptions for grants in 2000, 1999 and 1998: (i) a weighted average risk-free
interest rate of 6.6% (2000) and 5.6% (1999 and 1998), (ii) expected lives of
five to ten years, (iii) expected volatility of approximately 65% (2000), 51%
(1999) and 77% (1998) and (iv) no expected dividends. The weighted average fair
value of options granted was $1.09, $.76 and $.80 for fiscal years 2000, 1999
and 1998, respectively.

     The following table summarizes information about stock options outstanding
at December 30, 2000:

                              OPTIONS OUTSTANDING

<TABLE>
<CAPTION>
                                                                            AVERAGE
EXERCISE                                                      NUMBER OF    REMAINING      OPTIONS
PRICE                                                          OPTIONS    LIFE(YEARS)   EXERCISABLE
--------                                                      ---------   -----------   -----------
<S>                                                           <C>         <C>           <C>
$10.0000....................................................    10,400        3.1          10,400
$1.4375.....................................................    37,500        8.6           9,375
$1.3750.....................................................     1,000        8.7             250
$1.3750.....................................................     5,000        8.9           1,250
$1.3400.....................................................     5,000        8.1           1,250
$1.3125.....................................................    10,000        8.7           2,500
$1.1250.....................................................    20,000        8.0           5,000
$1.0625.....................................................   125,000        7.3          83,333
$0.8750.....................................................    56,000        7.6          28,000
$0.7500.....................................................    51,250        5.7          51,250
$1.6250.....................................................    15,000        9.2
                                                               -------                    -------
                                                               336,150                    192,608
                                                               =======                    =======
</TABLE>

9. RELATED PARTY TRANSACTIONS

     The Company purchases certain merchandise for its distribution business
from businesses affiliated with a former director and current stockholder of the
Company. These purchases aggregated $438,000, $8,529,000 and $9,414,000 during
fiscal 2000, 1999 and 1998, respectively. There were no amounts due to these
businesses as of December 30, 2000. The amount due as of January 1, 2000 to
these businesses was $1,553,900. The Company recorded $26,400 and $31,000 in
sales to these businesses during fiscal 2000 and 1999, respectively.

                                        22
<PAGE>   23

     A business owned by one of the Company's stockholders received commissions
of approximately $4,000, $19,000 and $94,000 on the Company's purchases of
certain merchandise for its distribution business during fiscal 2000, 1999 and
1998, respectively. These commissions generally average 4% of dollar purchases.

10. 401(K) RETIREMENT PLAN

     The Company sponsors a 401(k) Plan (the "Plan"). Substantially all
employees are eligible for participation in the Plan after completing one year
of service. Participants may defer and contribute to the Plan from 1% to 15% of
their salary with certain limitations on highly compensated individuals. The
Company matches 50% of the first 5% of the participants contributions. The
participant's contributions vest 100% immediately, while the Company's
contributions vest over six years. Company contributions were $95,530, $77,739
and $73,129 for fiscal 2000, 1999 and 1998, respectively.

11. QUARTERLY DATA (UNAUDITED)

     Summarized quarterly financial information:

<TABLE>
<CAPTION>
FISCAL 2000                                             APRIL 1,   JULY 1,   SEPTEMBER 30,   DECEMBER 30,
QUARTER ENDED:                                            2000      2000         2000            2000
--------------                                          --------   -------   -------------   ------------
<S>                                                     <C>        <C>       <C>             <C>
Total Revenue.........................................   21,769    26,736       25,092          21,635
Gross Profit..........................................    4,066     4,643        4,009           4,010
Operating Income......................................      749     1,072          860             196(1)
Net Income............................................      258       446          340               0
  Net income per share:
     Basic............................................     0.06      0.11         0.08            0.00
     Diluted..........................................     0.06      0.10         0.08            0.00
<CAPTION>
FISCAL 1999                                             APRIL 3,   JULY 3,    OCTOBER 2,      JANUARY 1,
QUARTER ENDED:                                            1999      1999         1999            2000
--------------                                          --------   -------   -------------   ------------
<S>                                                     <C>        <C>       <C>             <C>
Total Revenue.........................................   20,455    27,277       25,988          20,952
Gross Profit..........................................    3,589     4,401        4,020           3,849
Operating Income......................................      560     1,009          870             412
Net Income............................................      197       449          462           1,035(2)
  Net income per share:
     Basic............................................     0.05      0.11         0.11            0.24
     Diluted..........................................     0.05      0.10         0.11            0.24
</TABLE>

---------------

(1) Includes $163,000 of bad debt expense on doubtful accounts receivable and an
    expense of disposal of inventory, totaling $342,000.
(2) Includes $287,000 of bad debt expense on doubtful accounts receivable.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     There has been no occurrence requiring a response to this item.

                                    PART III

     Except as to information with respect to executive officers which is
contained in a separate heading under Item 1 to this Form 10-K, the information
required by Part III of Form 10-K is, pursuant to General Instruction G(3) of
Form 10-K, incorporated by reference from the Company's definitive proxy
statement to be filed pursuant to Regulation 14A for the Company's Annual
Meeting of Stockholders to be held in 2001 (the "Proxy Statement"). The Company
will, within 120 days of the end of its fiscal year, file with the Securities
and Exchange Commission a definitive proxy statement pursuant to Regulation 14A.

                                        23
<PAGE>   24

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information concerning directors and executive officers of the
Registrant is set forth in the Proxy Statement under the headings "Election of
Directors" and "Compliance with Section 16(a) of the Securities Exchange Act of
1934," which information is incorporated herein by reference. The name, age and
position of each executive officer of the Company is set forth under the heading
"Executive Officers" in Item 1 of this Report.

ITEM 11.  EXECUTIVE COMPENSATION

     The information concerning executive compensation is set forth in the Proxy
Statement under the heading "Executive Compensation," which information is
incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information concerning security ownership of certain beneficial owners
and management is set forth in the Proxy Statement under the heading "Security
Ownership of Certain Beneficial Owners and Management," which information is
incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information concerning certain relationships and related transactions
is set forth in the Proxy Statement under the headings "Certain Transactions"
and "Compensation Committee Interlocks and Insider Participation," which
information is incorporated herein by reference.

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a)(1). Financial Statements and Independent Auditors' Report.

     The following financial statements and independent auditors' report are
included in Item 8 of this Report:

          Independent Auditors' Report

          Balance Sheets as of December 30, 2000 and January 1, 2000

          Statements of Operations for fiscal years ended December 30, 2000,
     January 1, 2000 and January 2, 1999

          Statements of Cash Flows for fiscal years ended December 30, 2000,
     January 1, 2000 and January 2, 1999

          Statements of Stockholders' Equity for fiscal years ended December 30,
     2000, January 1, 2000 and January 2, 1999

          Notes to Financial Statements

     (2). Financial Statement Schedules.

     Schedule I -- Valuation and qualifying accounts.

     (3). Exhibits.

     The exhibits listed below are filed with or incorporated by reference into
this Report. The exhibits which are denominated with an asterisk (*) were
previously filed as part of, and are hereby incorporated by reference from
either (i) the Company's Registration Statement on Form S-1, Registration Number
33-60452, declared effective by the Securities and Exchange Commission on
January 25, 1994 (the "S-1"); (ii) the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994 (the "1994 10-K"); (iii) the Company's
Quarterly Report on Form 10-Q for the quarter ended March 30, 1996 (the "3/30/96
10-Q");

                                        24
<PAGE>   25

(iv) the Company's Annual Report on Form 10-K for the fiscal year ended December
28, 1996 (the "1996 10-K"); (v) The Company's Annual Report on Form 10-K for the
fiscal year ended December 27, 1997 (the "1997 10-K"); (vi) the Company's
Quarterly Report on Form 10-Q for the quarter ended October 2, 1999 (the
"10/2/99 10-Q") or (vii) the Company's Annual Report on Form 10-K for the fiscal
year ended January 1, 2000 (the "1999 10-K"). Unless otherwise indicated, the
exhibit number corresponds to the exhibit number in the referenced document.

<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER          DESCRIPTION OF EXHIBIT
 -------         ----------------------
<C>         <C>  <S>
3(i)         --  Form of Amended and Restated Articles of Incorporation of
                 the Company (included in Exhibit 2) (S-1)*
3(i).1       --  Articles of Amendment to The Articles of Incorporation
                 effecting name change (1999 10-K)*
3(ii)        --  Form of Amended and Restated Bylaws of the Company (S-1)*
   4         --  Specimen Certificate of Common Stock (S-1)*
  10.1       --  1993 Employee Incentive Plan (S-1)*
  10.2       --  Lease agreement dated March 8, 2000 between the Company and
                 Central Paper Stock (1999 10-K)*
  10.3       --  Lease agreement dated February 7, 2000 between the Company
                 and TCW Realty Fund VA Holding Company, a California
                 corporation, and TCW Realty Fund VB, a California limited
                 partnership, as tenants in common (1999 10-K)*
  10.15.1    --  Lease Agreement dated February 1, 1998 between the Company
                 and The Development Authority of Crawford County. (1997
                 10-K)*
  10.15.2    --  Lease Agreement dated March 6, 2001 between the Company and
                 The Development Authority of Crawford County.
  10.16.1    --  Relocation and Modification Agreement dated November 25,
                 1997 between the Company and Security Capital Industrial
                 Trust. (1997 10-K)*
  10.28.1    --  Lease Extension, dated June 21, 1999, between the Company
                 and Sunbeam Properties, Inc. (10/2/99 10-Q)*
  10.30      --  Outside Directors Incentive Plan (1994 10-K)*
  10.32.1    --  Second Amendment to Lease Agreement, dated July 15, 1999,
                 between the Company and 1998 Augustus Partners, L.P.
                 (10/2/99 10-Q)*
  10.32.2    --  Third Amendment to Lease Agreement, dated November 16, 1999,
                 between the Company and 1998 Augustus Partners, L.P.
  10.32.3    --  Fourth Amendment to Lease Agreement, dated December 21,
                 2000, between the Company and 1998 Augustus Partners, L.P.
  10.36.1    --  First Amendment to Lease dated February 16, 2000 between the
                 Company and The Joseph Naiman Insurance Trust (1999 10-K)*
  10.40      --  Loan and Security Agreement, dated April 29, 1996, by and
                 among the Company, Mellon Bank, N.A., as Agent, and Mellon
                 Bank, N.A., as Lender (3/30/96 10-Q)*
  10.40.1    --  First Amendment to Loan and Security Agreement, dated
                 November 11, 1996, by and between the Company and Mellon
                 Bank, N.A. (1996 10-K)*
  10.40.2    --  Second Amendment to Loan and Security Agreement, dated March
                 21, 1997, by and between the Company and Mellon Bank, N.A.
                 (1996 10-K)*
  10.40.3    --  Amendment to reduce line of credit dated November 28, 1997,
                 by and between the Company and Mellon Bank, N.A. (1997
                 10-K)*
  10.40.4    --  Third Amendment to Loan and Security Agreement, dated March
                 26, 1998 by and between the Company and Mellon Bank, N.A.
                 (1997 10-K)*
</TABLE>

                                        25
<PAGE>   26

<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER          DESCRIPTION OF EXHIBIT
 -------         ----------------------
<C>         <C>  <S>
  10.40.5    --  Fourth Amendment to Loan and Security Agreement, dated April
                 20, 1999, by and between the Company and Mellon Bank, N.A.
                 (10/2/99 10-Q)*
  10.40.6    --  Fifth Amendment to Loan and Security Agreement, dated July
                 28, 1999, by and between the Company and Mellon Bank, N.A.
                 (10/2/99 10-Q)*
  23.1       --  Consent of Deloitte & Touche LLP
</TABLE>

     (b) Reports on Form 8-K.

     No reports on Form 8-K were filed during the fourth quarter ended December
30, 2000.

                                        26
<PAGE>   27

                                   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.

                                          FULL LINE DISTRIBUTORS, INC.

<TABLE>
<S>                                                       <C>
Dated: March 26, 2001                                                    By: /s/ ISADOR E. MITZNER
                                                            ----------------------------------------------------
                                                                             Isador E. Mitzner
                                                             Chairman of the Board and Chief Executive Officer
                                                                       (principal executive officer)

Dated: March 26, 2001                                                     By: /s/ MICKIE SCHNEIDER
                                                            ----------------------------------------------------
                                                                              Mickie Schneider
                                                                       Acting Chief Financial Officer
                                                                (principal financial and accounting officer)
</TABLE>

     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 dates indicated:

<TABLE>
<S>                                                       <C>

Dated: March 26, 2001                                                    By: /s/ ISADOR E. MITZNER
                                                            ----------------------------------------------------
                                                                             Isador E. Mitzner
                                                             Chairman of the Board and Chief Executive Officer

Dated: March 26, 2001                                                     By: /s/ J. DAVID KELLER
                                                            ----------------------------------------------------
                                                                              J. David Keller
                                                                     President, Secretary and Director

Dated: March 26, 2001                                                   By: /s/ KENNETH L. BERNHARDT
                                                            ----------------------------------------------------
                                                                            Kenneth L. Bernhardt
                                                                                  Director

Dated: March 26, 2001                                                     By: /s/ IRWIN LOWENSTEIN
                                                            ----------------------------------------------------
                                                                              Irwin Lowenstein
                                                                                  Director
</TABLE>

                                        27
<PAGE>   28

SCHEDULE I -- VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
                                                            ADDITIONS
                                             BALANCE AT     CHARGED TO
                                            BEGINNING OF    COSTS AND                    BALANCE AT END
DESCRIPTION                                     YEAR         EXPENSES      DEDUCTIONS       OF YEAR
-----------                                 ------------   ------------   ------------   --------------
<S>                                         <C>            <C>            <C>            <C>
Year Ended January 2, 1999
  Allowance for Doubtful Accounts.........  1,308,239.08     392,259.00     363,418.46    1,337,079.62
  Inventory Reserve.......................  1,340,334.03     710,492.00     542,543.57    1,508,282.46
          Total...........................  2,648,573.11   1,102,751.00     905,962.03    2,845,362.08

Year Ended January 1, 2000
  Allowance for Doubtful Accounts.........  1,337,079.62     518,480.00     338,517.04    1,517,042.58
  Inventory Reserve.......................  1,508,282.46     595,974.04     626,003.19    1,478,253.31
          Total...........................  2,845,362.08   1,114,454.04     964,520.23    2,995,295.89

Year Ended December 30, 2000
  Allowance for Doubtful Accounts.........  1,517,042.58     704,463.76     887,188.04    1,334,318.30
  Inventory Reserve.......................  1,478,253.31     195,997.00     376,277.40    1,297,972.91
          Total...........................  2,995,295.89     900,460.76   1,263,465.44    2,632,291.21
</TABLE>

                                        28
<PAGE>   29

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                DESCRIPTION
-------                               -----------
<C>      <C>  <S>
   23.1  --   Consent of Deloitte & Touche LLP
10.15.2  --   Lease Agreement dated March 6, 2001 between the Company and
              The Development Authority of Crawford County.
10.32.2  --   Third Amendment to Lease Agreement, dated November 16, 1999,
              between the Company and 1998 Augustus Partners, L.P.
10.32.3  --   Fourth Amendment to Lease Agreement, dated December 21,
              2000, between the Company and 1998 Augustus Partners, L.P.
</TABLE>