10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Mark one)

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2001

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 number 0-15899

WELLMAN, INC. (Exact name of registrant as specified in its charter)
Delaware          State or other jurisdiction of incorporation or organization)	04-1671740             (I.R.S. Employer Identification No.)
595 Shrewsbury Avenue Shrewsbury, New Jersey	07702
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (732) 212-3300

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-------

As of November 7, 2001, there were 31,832,928 shares of the registrant's Class A common stock, $.001 par value, outstanding and no shares of Class B common stock outstanding.

PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits.

4(a)(5)	Fourth Amendment to Loan Agreement dated September 15, 2000, by and between the Company and Fleet National Bank, as administrative agent, and certain other financial institutions
18	Preferability letter from Ernst & Young LLP regarding change in accounting method.

(b) Reports on Form 8-K.

None.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

    Dated November 14, 2001 WELLMAN, INC. By /s/ Keith R. Phillips________________________ Chief Financial Officer and Vice President (Principal Financial Officer)

    Dated November 14, 2001   By /s/ Mark J. Rosenblum_______________________ Chief Accounting Officer, Vice President and Controller (Principal Accounting Officer)

EX-4

FOURTH AMENDMENT TO LOAN AGREEMENT

This Fourth Amendment to Loan Agreement ("Amendment") is entered into as of September 26, 2001 by and between Wellman, Inc., a Delaware corporation (the "Borrower"); the financial institutions now or hereafter party to the Loan Agreement and signing this Amendment (defined below) (the "Banks") and Fleet National Bank, a national banking association, as agent for the Banks ("Agent").

The Borrower, the Agent and the Banks hereby mutually agree as follows:

RECITALS:

WHEREAS, the Borrower, the Agent, the Banks, Bank of America, N.A., as syndication agent, First Union National Bank, as documentation agent and The Chase Manhattan Bank and Wachovia Bank, N.A. as senior managing agents are parties to that certain Loan Agreement dated as of September 28, 1999 pursuant to which the Banks made available up to $325,000,000 in a 4-Year Loan and up to $125,000,000 in a 364-Day Loan to the Borrower, as amended on April 28, 2000 and September 15, 2000 which, inter alia, reduced the 4-Year Commitment to $275,000,000 and as further amended as of September 27, 2000 (the "Loan Agreement"); and

WHEREAS, the Borrower has requested the Agent and the Banks to amend the Loan Agreement to renew the 364-Day Commitment.

WHEREAS, capitalized terms used herein and not expressly defined herein shall have the respective meanings assigned thereto in the Loan Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby mutually agree that the Loan Agreement is amended, effective as of the date first set forth above, in the following respects:

1. Section 1.01 of the Loan Agreement is amended, effective as of September 26, 2001 as follows:

1. The definition of "364-Day Repayment Date" is amended by changing the date "... September 26, 2001..." therein to "...September 25, 2002...".

2. The Borrower hereby restates all of the representations, warranties and covenants of the Borrower set forth in the Loan Agreement, as amended hereby, to the same extent as if fully set forth herein and the Borrower hereby certifies that all such representations and warranties are true and accurate as of the date hereof, except to the extent any such representation and warranty relates solely to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date and that no Default or Event of Default exists.

3. The provisions of this Amendment are subject to the receipt by the Agent, in form and substance acceptable to the Agent of the following, all of which shall be due to the Agent prior to the effectiveness of this Amendment except where otherwise indicated:

(a) This Amendment, duly executed on behalf of the Borrower and the Guarantors by an officer of the Borrower and each of the Guarantors so authorized.

(b) Certificates from the Secretary of the Borrower certifying as to the resolutions of the Board of Directors of the Borrower authorizing and approving this Amendment and certifying as to the names and signatures of each officer of the Borrower authorized to execute and deliver this Amendment and/or such other documents on behalf of the Borrower. The Agent and the Banks may rely on such Secretary's certificate until the Agent shall receive a further certificate of the Borrower canceling or amending the signatures of the officers named in such further certificate.

4. The Borrower further acknowledges and agrees that as of the date hereof there does not exist (i) any offset or defense against payment or performance of any of the Indebtedness and Obligations of the Borrower under or in connection with any of the Loan Agreement, Notes and Related Documents, or (ii) any claim or cause of action by Borrower or any of the Guarantors against the Agent or any of the Banks with respect to the transactions described therein.

5. Upon and after the date of this Amendment all references to the Loan Agreement in the Loan Agreement or in any Related Document shall mean the Loan Agreement as amended by this Amendment. Except as expressly provided in this Amendment, the execution and delivery of this Amendment does not and will not amend, modify or supplement any provision of, or constitute a consent to or a waiver of any non-compliance with any provisions of the Loan Agreement, and the Loan Agreement shall remain in full force and effect as amended by this Amendment.

6. The parties hereto agree to execute and deliver such other instruments, and take such other action, as may be reasonably necessary to effectuate this Amendment.

7. This Amendment shall be construed according to and governed by the laws of the State of New York without regard to its conflicts of laws rules. If any provision of this Amendment is adjudicated to be invalid, illegal or unenforceable, in whole or in part, it will be deemed omitted to that extent and all other provisions of this Amendment will remain in full force and effect. This Amendment shall be binding upon and inure to the benefit of the parties and their respective legal representatives, successors and assigns. This Amendment may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same Amendment. Delivery of a signed counterpart of a signature page to this Amendment by telecopier shall be as effective as delivery of a manually signed counterpart of this Amendment. Upon completion of delivery of signed counterparts of this Amendment by the parties hereto, this Ame ndment shall be deemed to comply with Section 9.06 of the Loan Agreement.

[SIGNATURES APPEAR ON THE FOLLOWING PAGES]

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed on its behalf as of the date first set forth above.

FLEET NATIONAL BANK, as Agent and a Lender

By:

Name: John P. O'Loughlin
Title: Director

AGREED TO:

WELLMAN, INC., as Borrower

By:

Name: Keith Phillips
Title: Chief Financial Officer

LENDERS:

BANK OF AMERICA, N.A., as a Bank
and as Syndication Agent

By:

Name:

Title:

FIRST UNION NATIONAL BANK, as a
Bank and as Documentation Agent

By:

Name:

Title:

WACHOVIA BANK, N.A., as a Bank and as a Senior Managing Agent

By:

Name: Robert Wilson
Title: Vice President

THE CHASE MANHATTAN BANK, as a
Bank and as a Senior Managing Agent

By:

Name: Lawrence Palumbo, Jr.
Title: Vice President

THE NORTHERN TRUST COMPANY, as a
Bank

By:

Name: Melissa A. Whitson
Title: Vice President

THE GOVERNOR & COMPANY OF THE
BANK OF IRELAND, as a Bank

By:

Name: Niamh O'Gorman,
Title: Manager

Name: Tony O'Donovan,
Assistant Manager

MELLON BANK, N.A. , as a Bank

By:

Name: David N. Smith
Title: Vice President

BANCA MONTE DEI PASCHI DI SIENA
S.P.A., as a Bank

By:

Name:

Title:

THE BANK OF NOVA SCOTIA, as a Bank

By:

Name: Brian S. Allen
Title: Managing Director

KBC BANK N.V., as a Bank

By:

Name: Robert M. Surdam, Jr.

Title: Vice President

Name: Jean-Pierre Diels
Title: First Vice President

NATIONAL CITY BANK, as a Bank

By:

Name: Tara M. Handforth
Title: Assistant Vice President

CONSENT BY GUARANTORS

The undersigned Guarantors hereby consent to the foregoing Amendment.

PRINCE, INC., as Guarantor

By:

Name: Audrey Goodman
Title: Assistant Treasurer

WELLMAN OF MISSISSIPPI, INC., as
Guarantor

By:

Name: Audrey Goodman
Title: Assistant Treasurer

FIBER INDUSTRIES, INC., as Guarantor

By:

Name: Audrey Goodman
Title: Assistant Treasurer

EX-18

Exhibit 18

October 24, 2001


Board of Directors
Wellman, Inc.
595 Shrewsbury Avenue
Shrewsbury, New Jersey 07702

Dear Sirs:

Note 2 of Notes to the Condensed Consolidated Financial Statements of Wellman, Inc. (the Company) included in its Form 10-Q for the quarter ended September 30, 2001 describes a change in the method of accounting for inventory from the last-in, first-out (LIFO) method to the first-in, first-out (FIFO) method. There are no authoritative criteria for determining a 'preferable' inventory cost-flow method based on the particular circumstances; however, we conclude that such change in the method of accounting is to an acceptable alternative method which, based on your business judgment to make this change and for the stated reasons, is preferable in your circumstances. We have not conducted an audit in accordance with generally accepted auditing standards of any financial statements of the Company as of any date or for any period subsequent to December 31, 2000, and therefore we do not express any opinion on any financial statements of Wellman, Inc. subsequent to that date.

Very truly yours,

/s/ Ernst & Young LLP