<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                 FORM 10-K/A-1

     (Mark one)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE 
     ACT OF 1934 (Fee required)
     For the fiscal year ended December 31, 1995 or
                               -----------------

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES 
     EXCHANGE ACT OF 1934 (No fee required)
     For the transition period from_________________ to __________________

     Commission file number I-91
                            ----

                             INTERCO INCORPORATED
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

              Delaware                                       43-0337683
--------------------------------                         ------------------
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                          Identification No.)

101 South Hanley Road, St. Louis, Missouri                    63105
------------------------------------------            ---------------------
 (Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code      314/863-1100
                                                      ---------------------

          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                                      Name of each exchange on
           Title of each class                            which registered
           -------------------                        --------------------------
     Common Stock - $1.00 Stated Value                New York Stock Exchange


          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                                     None
--------------------------------------------------------------------------------
                               (Title of Class)

        Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months, 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 voting stock held by non-affiliates of
the registrant as of December 31, 1995, was approximately 140,924,800.

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

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

        Indicate the number of shares outstanding of each of the registrant's 
classes of common stock, as of the latest practicable date.

                   50,120,079 shares as of December 31, 1995

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of Definitive Proxy Statement for Annual Meeting
        of Stockholders on April 23, 1996...................      Part III

<PAGE>
 
Item 6. Selected Financial Data
------------------------------- 
<TABLE>   
<CAPTION>
                            YEAR ENDED       FIVE MONTHS ENDED(1)         YEAR ENDED DECEMBER 31,
                          ---------------  --------------------------- ------------------------------
                           FEBRUARY 29,     AUGUST 2,    |  DECEMBER 31,
                               1992            1992      |       1992       1993      1994       1995
                          ---------------  ------------  |  ------------ -------- ---------- ----------
                                        (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<S>                       <C>              <C>           |  <C>          <C>      <C>        <C>
SUMMARY OF OPERATIONS:                                   | 
 Net sales..............    $   819,359     $  356,705   |    $394,873   $980,532 $1,072,696 $1,073,889
 Gross profit...........        229,219         96,849   |     108,858    275,323    298,712    291,237
 Interest expense.......         88,310         29,689   |      16,358     38,621     37,886     33,845
 Earnings (loss) before                                  | 
  income tax expense                                     | 
  (benefit),                                             | 
  discontinued                                           | 
  operations,                                            | 
  extraordinary item and                                 | 
  cumulative effect of                                   | 
  accounting change.....        (39,087)       247,716   |      18,045     37,266     48,841     57,038
 Income tax expense                                      | 
  (benefit).............         (3,589)        (1,206)  |       6,807     15,924     20,908     22,815
 Net earnings (loss)                                     | 
  from continuing                                        | 
  operations............        (35,498)       248,922   |      11,238     21,342     27,933     34,223(4)
 Discontinued                                            | 
  operations............        (13,394)      (136,347)  |      10,088     24,026     10,339        --
 Extraordinary item.....            --       1,075,466   |         --         --         --      (5,815)
 Cumulative effect of                                    | 
  accounting change.....            --          (1,719)  |         --         --         --         --
                                                         | 
 Net earnings (loss)                                     | 
  applicable to                                          | 
  common stock..........    $   (48,892)    $1,186,322   |    $ 21,326   $ 45,368 $   38,272 $   28,408
                                                         | 
 Per share of common                                     | 
  stock--fully diluted:                                  | 
   Net earnings (loss)                                   | 
    from continuing                                      | 
    operations..........    $     (0.92)    $     6.42   |    $   0.23   $   0.41 $     0.54 $     0.65(4)
   Discontinued                                          | 
    operations..........          (0.34)         (3.52)  |        0.20       0.47       0.20        --
   Extraordinary item...            --           27.72   |         --         --         --       (0.11)
   Cumulative effect of                                  | 
    accounting change...            --           (0.04)  |         --         --         --         --
                                                         | 
 Net earnings (loss)                                     | 
  applicable to common                                   | 
  stock.................    $     (1.26)    $    30.58   |    $   0.43   $   0.88 $     0.74 $     0.54
                                                         | 
 Weighted average common                                 | 
  and common equivalent                                  | 
  shares outstanding--                                   | 
  fully diluted (in                                      | 
  thousands)............         38,731         38,796   |      50,000     51,397     51,506     52,317
Other Information                                        | 
  (continuing                                            | 
  operations):                                           | 
 Working capital........    $   426,852     $  261,357   |    $261,967   $271,588 $  308,323 $  455,036
 Property, plant and                                     | 
  equipment, net........        114,239(2)     189,039(2)|     186,046    191,581    181,393    306,406
 Capital expenditures...         20,099          7,041   |       8,850     30,197     21,108     35,616
 Total assets...........        800,840        893,012   |     870,115    858,163    881,735  1,291,739
 Long-term debt.........             --(3)     443,165   |     407,898    403,255    409,679    705,040
 Shareholders' equity                                    | 
  (deficit).............    $(1,186,522)    $  275,400   |    $293,114   $338,557 $  275,394 $  301,156
</TABLE>                                                 

(1) Effective December 31, 1992, the Company changed its fiscal year to end on
    December 31. The Company's adoption of fresh-start reporting required
    reporting calendar 1992 results in two 22 week periods.
 
(2) In connection with the adoption of fresh-start reporting, property, plant
    and equipment was adjusted to fair value resulting in an increase of
    approximately $77,500 as of August 2, 1992.

(3) Long-term debt (including debt pertaining to discontinued operations)
    totaling $1,055,132 was reclassified to liabilities subject to compromise as
    of February 29, 1992.

(4) Net earnings from continuing operations before gain on insurance settlement,
    net of income tax expense, and net earnings per common share from continuing
    operations before gain on insurance settlement, net of income tax expense,
    were $29,463 and $0.56, respectively.

                                       1
<PAGE>
 
            PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
   
     The following pro forma condensed consolidated statement of operations 
reflects the acquisition of Thomasville, which was consummated on December 29, 
1995, and the incurrence of indebtedness by the Company in connection therewith
and in connection with the refinancing of a portion of the Company's then-
existing indebtedness as of the beginning of the period presented.     

     Management believes that the assumptions used provide a reasonable basis on
which to present the pro forma condensed consolidated statement of operations.
The pro forma condensed consolidated statement of operations is presented for
informational purposes only and is not necessarily indicative of the combined
results of operations in the future or of what the combined results of
operations would have been if the foregoing transactions had actually been
consummated as of such date. In addition, the pro forma condensed consolidated
statement of operations does not give effect to profit improvement
opportunities, if any, which may be realized by the Company as a result of the
acquisition of Thomasville.

     The pro forma condensed consolidated statement of operations has been
prepared on the basis of assumptions described in the notes thereto and include
assumptions relating to the allocation of the consideration paid for the
Thomasville acquisition to its respective assets and liabilities based on
preliminary estimates of their respective fair values. The actual allocation of
such consideration may differ from that reflected in the pro forma condensed
consolidated statement of operations after valuations and other studies to be
performed pursuant to post-closing adjustments related to the acquisition have
been completed.

                                       2
<PAGE>
 
<TABLE> 
<CAPTION> 
                                                                    Year Ended December 31, 1995
                                                    -----------------------------------------------------------
                                                             Historical               Thomasville Acquisition
                                                    ----------------------------    ---------------------------
                                                        The                          Pro Forma
                                                      Company        Thomasville    Adjustments       Pro Forma
                                                    ----------       -----------    -----------       ---------
                                                            (Dollars in thousands, except per share data)
<S>                                                 <C>              <C>            <C>               <C> 
Net sales......................................     $1,073,889         $550,227       $    --         $1,624,116
Costs and expenses:
  Cost of operations...........................        760,393          428,497          1,252 (a)     1,190,142
  Selling, general and administrative
    expenses...................................        198,321           70,661          3,600 (b)
                                                                                        (1,159)(c)       271,423
  Restructuring charges........................            --               404           (404)(d)           --
  Depreciation and amortization................         36,104(k)        12,557           (257)(e)
                                                                                         2,644 (f) 
                                                                                         1,005 (g)        52,053(k)
                                                    ----------         --------       --------        ----------
Earnings from operations.......................         79,071           38,108         (6,681)          110,498
Interest expense...............................         33,845           12,919         12,927 (h)        59,691
Other income, net:
  Gain on insurance settlement.................          7,882              --             --              7,882
  Other........................................          3,930            2,049         (1,876)(i)         4,103
                                                    ----------         --------       --------        ----------
Earnings before income tax expense.............         57,038           27,238        (21,484)           62,792
Income tax expense.............................         22,815           10,773         (8,218)(j)        25,370
                                                    ----------         --------       --------        ----------
Net earnings from continuing operations........     $   34,223         $ 16,465       $(13,266)       $   37,422
                                                    ==========         ========       ========        ==========
Net earnings from continuing operations before
  gain on insurance settlement net of income
  tax expense..................................     $   29,463                                        $   32,662
                                                    ==========                                        ==========
Net earnings per common share from
  continuing operations (fully diluted)........     $     0.65(k)                                     $     0.72(k)
                                                    ==========                                        ==========
Net earnings per common share from
  continuing operations before gain on 
  insurance settlement, net of income tax
  expense (fully diluted)......................     $     0.56(k)                                     $     0.62(k)
                                                    ==========                                        ==========
Weighted average common and common
  equivalent shares outstanding (in thousands)
  (fully diluted)..............................         52,317                                            52,317
</TABLE>
--------------------
(a)  Adjusted to reflect cost of sales based upon first-in, first-out method of
     accounting for inventory from the last-in, first-out method used by
     Thomasville in 1995. 

(b)  Adjusted to reflect the estimated pension expense to the Company associated
     with the formation of the new Thomasville pension plan.

(c)  Adjusted to reflect the reversal of expenses incurred by Thomasville for
     certain of its employee benefit plans, which were discontinued at the time
     of the acquisition by the Company.

(d)  Adjusted to reflect the reversal of Thomasville's nonrecurring
     restructuring charge of $404 in 1995 prior to the acquisition by the
     Company. 

(e)  Adjusted to reverse the amortization of Thomasville's historical excess of
     cost over net assets acquired for the period prior to the acquisition of
     Thomasville by the Company.

(f)  Adjusted to reflect the amortization of the excess of cost over net assets
     of Thomasville acquired by the Company.

(g)  Adjusted to reflect increased depreciation expense to the Company resulting
     from recording property, plant and equipment of Thomasville at estimated
     fair value.

(h)  Adjusted to reflect increased interest expense to the Company related to
     borrowings under the Secured Credit Agreement and Receivables
     Securitization Facility in connection with the acquisition of Thomasville.

(i)  Adjusted to reflect reduction in interest income of the Company
     attributable to cash used by the Company to finance the Thomasville
     acquisition. 

(j)  Adjusted to record the income tax effect of all adjustments at a combined 
     statutory rate of 38.25%.

(k)  Includes $15,992 related to the 1992 asset revaluation. This item resulted
     in a reduction of $12,470 in net earnings from continuing operations and a
     reduction of $0.24 per share (fully diluted) in net earnings per common
     share. 
                                       3
<PAGE>
 
   
    
Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K
--------------------------------------------------------------------------
 
(a)  List of documents filed as part of this report:

     1.  Financial Statements:

         Consolidated balance sheets, December 31, 1994 and 1995.

         Consolidated statements of operations for each of the years in the
         three-year period ended December 31, 1995.

         Consolidated statement of cash flows for each of the years in the 
         three-year period ended December 31, 1995.

         Consolidated statement of shareholders' equity for each of the years in
         the three-year period ended December 31, 1995.

         Notes to consolidated financial statements.

         Independent Auditors' Report

     2.  Financial Statement Schedules:

         Valuation and qualifying accounts (Schedule II).

     All other schedules are omitted as the required information is presented in
     the consolidated financial statements or related notes or are not
     applicable.

                                       4
<PAGE>
 
     3.  Exhibits:

         3(a)  Restated Certificate of Incorporation of the Company, as amended
               (Incorporated by reference to Exhibit 4(a) to INTERCO
               INCORPORATED's Quarterly Report on Form 10-Q for the quarter
               ended on March 31, 1993.)

         3(b)  By-Laws of the Company revised and amended to May 5, 1993.
               (Incorporated by reference to Exhibit 4(b) to INTERCO
               INCORPORATED's Quarterly Report on Form 10-Q for the quarter
               ended on March 31, 1993.)

         4(a)  Credit Agreement, dated as of November 17, 1994, as amended and 
               restated as of December 29, 1995, among the Company, Broyhill
               Furniture Industries, Inc., The Lane Company, Incorporated,
               Thomasville Furniture Industries, Inc., Various Banks, Credit
               Lyonnais New York Branch, as Documentation Agent, Nationsbank,
               N.A., as Syndication Agent and Bankers Trust Company, as
               Administration Agent. (Incorporated by reference to Exhibit 99(a)
               to INTERCO INCORPORATED's Current Report on Form 8-K, dated
               January 12, 1996.)

         4(b)  Purchase and Contribution Agreement, dated as of November 15,
               1994, as amended and restated as of December 29, 1995 among The
               Lane Company, Incorporated, Action Industries, Inc., Broyhill
               Furniture Industries, Inc. and Thomasville Furniture Industries
               as Sellers and Interco Receivables Corp. as Purchaser.
         
         4(c)  Receivables Purchase Agreement, dated as of November 15, 1994, as
               amended and restated as of December 29, 1995, among Interco
               Receivables Corp. as the Seller and Atlantic Asset Securitization
               Corp. as an Investor and Credit Lyonnais New York Branch as 
               the Agent. (Incorporated by reference to Exhibit 99(b) to 
               INTERCO INCORPORATED's Current Report on Form 8-K, dated January
               12, 1996.)

         4(d)  Warrant Agreement, dated as of August 3, 1992, between the
               Company and Society National Bank, as Warrant Agent.
               (Incorporated by reference to Exhibit 4.5 to INTERCO
               INCORPORATED's Current Report on Form 8-K, dated August 18,
               1992.)

         4(e)  Agreement to furnish upon request of the Commission copies of
               other instruments defining the rights of holders of long-term
               debt of the Company and its subsidiaries which debt does not
               exceed 10% of the total assets of the Company and its
               subsidiaries on a consolidated basis. (Incorporated by reference
               to Exhibit 4(c) to INTERCO INCORPORATED's Annual Report on Form
               10-K for the year ended February 28, 1981.)

                                       5
<PAGE>
 
         10(a) INTERCO INCORPORATED's 1992 Stock Option Plan. (Incorporated by
               reference to Exhibit 10(b) to INTERCO INCORPORATED's Annual
               Report on Form 10-K for the year ended December 31, 1992.)

         10(b) Form of Indemnification Agreement between the Company and Richard
               B. Loynd, Donald E. Lasater and Lee M. Liberman. (Incorporated by
               reference to Exhibit 10(h) to INTERCO INCORPORATED's Annual
               Report on Form 10-K for the year ended February 29, 1988.)

         10(c) Consulting Agreement, dated as of September 23, 1992, between the
               Company and Apollo Advisors, L.P. as amended on February 20, 
               1995.

         10(d) Registration Rights Agreement, dated as of August 3, 1992,
               between the Company and Apollo Interco Partners, L.P.
               (Incorporated by reference to Exhibit 10(g) to INTERCO
               INCORPORATED's Annual Report on Form 10-K for the year ended
               December 31, 1992.)

         10(e) Written description of bonus plan for management personnel of the
               Lane Company, Incorporated.

         10(f) Retirement Plan for directors. (Incorporated by reference to
               Exhibit 10(g) to INTERCO INCORPORATED's Annual Report on Form 
               10-K for the year ended December 31, 1994.)

         10(g) INTERCO Corporate Executive Incentive Plan. (Incorporated by
               reference to Exhibit 10(h) to INTERCO INCORPORATED's Annual
               Report on Form 10-K for the year ended December 31, 1994.)

         10(h) Broyhill Furniture Industries, Inc. Executive Incentive Plan.
               (Incorporated by reference to Exhibit 10(i) to INTERCO
               INCORPORATED's Annual Report on Form 10-K for the year ended
               December 31, 1994.)

         11    Statement regarding computation of per share earnings.    

         21    List of Subsidiaries of the Company.
      
         23    Consent of KPMG Peat Marwick LLP.     

         27    Financial Data Schedule

         99(a) Distribution and Services Agreement, dated November 17, 1994,
               between the Company and Converse Inc. (Incorporated by reference
               to Exhibit 99(a) to INTERCO INCORPORATED's Annual Report on Form
               8-K, dated December 2, 1994.)

         99(b) Tax Sharing Agreement, dated November 17, 1994, between the
               Company and Converse Inc. (Incorporated by reference to Exhibit
               99(b) to INTERCO INCORPORATED's Annual Report on Form 8-K, dated
               December 2, 1994.

         99(c) Distribution and Services Agreement, dated November 17, 1994,
               among the Company, The Florsheim Shoe Company and certain of its
               subsidiaries. (Incorporated by reference to Exhibit 99(c) to
               INTERCO INCORPORATED's Annual Report on Form 8-K, dated December
               2, 1994.

         99(d) INTERCO/Florsheim Tax Sharing Agreement, dated November 17, 1994,
               among the Company, The Florsheim Shoe Company and certain of its
               subsidiaries. (Incorporated by reference to Exhibit 99(d) to
               INTERCO INCORPORATED's Annual Report on Form 8-K, dated December
               2, 1994.)
   
         99(e) Amendment to Tax Sharing Agreement, dated as of February 21, 
               1996, between the Company and Converse Inc.*     

   
     * Filed herewith     
      
(b)  Reports on Form 8-K.

     A Form 8-K was filed on November 27, 1995, reporting the signing of an
     agreement to acquire Thomasville Furniture Industries, Inc., a Form 8-K
     was filed on January 12, 1996, as amended by Form 8-K/A-1 filed on January
     16, 1996 and Form 8-K/A-2 filed on February 1, 1996, reporting the
     acquisition of Thomasville Furniture Industries, Inc., summarizing the
     Company's amended credit agreements and filing the agreements as exhibits
     thereto and a Form 8-K was filed on January 31, 1996 reporting information
     in the Company's press releases dated January 30, 1996.

           SHAREHOLDERS REQUESTING COPIES OF EXHIBITS TO FORM 10-K 
           WILL BE SUPPLIED ANY OR ALL SUCH EXHIBITS AT A CHARGE OF 
           TEN CENTS PER PAGE.

                                       6
<PAGE>
 
                                  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.

                                                INTERCO INCORPORATED
                                             -------------------------
                                                    (Registrant)
                                                
                                             By /s/ Lynn Chipperfield 
                                                ----------------------
                                                    Lynn Chipperfield
                                                     Vice President
                                                     and Secretary     
   
Date:  February 22, 1996     
   
    

                                       7