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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended April 29, 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. 0-23671
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WEINER'S STORES, INC.
---------------------
(exact name of registrant as specified in its charter)
Delaware 76-0355003
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6005 Westview Drive, Houston, TX 77055
-------------------------------- -----
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (713) 688-1331
--------------
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 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 issuer's classes of
common stock as of the latest practicable date.
As of June 9, 2000, there were 18,509,710 shares of Weiner's Stores,
Inc. common stock, par value $.01 per share, outstanding.
<PAGE>
WEINER'S STORES, INC.
FORM 10-Q
QUARTER ENDED APRIL 29, 2000
Table of Contents
<TABLE>
Page No.
--------
PART I. FINANCIAL INFORMATION
<S> <C>
ITEM 1. Consolidated Financial Statements 3
Consolidated Statements of Operations 3
Consolidated Balance Sheets 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6-8
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8-10
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 10
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 11
ITEM 2. Changes in Securities and Use of Proceeds 11
ITEM 3. Defaults Upon Senior Securities 11
ITEM 4. Submission of Matters to a Vote of Security Holders 11
ITEM 5. Other Information 11
ITEM 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
EXHIBIT INDEX 13
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
WEINER'S STORES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Thirteen Weeks Thirteen Weeks
Ended Ended
April 29, 2000 May 1, 1999
------------------- -------------------
<S> <C> <C>
Total net sales $ 66,207,000 $ 69,602,000
Leased department revenues 215,000 -
------------------- -------------------
Net revenues 66,422,000 69,602,000
Cost of goods sold 42,355,000 45,180,000
------------------- -------------------
Gross margin 24,067,000 24,422,000
Selling, administrative and other operating costs 23,836,000 22,179,000
------------------- -------------------
Operating income 231,000 2,243,000
Interest expense (397,000) (210,000)
Interest income - -
------------------- -------------------
(Loss) Income before income taxes (166,000) 2,033,000
Income taxes - -
------------------- -------------------
(Loss) Income before
cumulative effect adjustment (166,000) 2,033,000
Cumulative effect adjustment,
net of tax (294,000) -
------------------- -------------------
Net (loss) income $ (460,000) $ 2,033,000
=================== ===================
(Loss) Income before cumulative effect
adjustment per share of common stock $ (0.01) $ 0.11
Cumulative effect of accounting change
Per share of common stock (0.01) -
------------------- -------------------
Net (loss) income per share of common stock $ (0.02) $ 0.11
=================== ===================
Weighted average number of shares of
Common stock outstanding 18,510,000 18,477,000
=================== ===================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
WEINER'S STORES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
April 29, January 29,
2000 2000
------------------ -----------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 3,365,000 $ 3,336,000
Receivables, net 1,465,000 1,100,000
Merchandise inventories, net 60,303,000 57,293,000
Prepaid expenses and other assets 3,057,000 3,287,000
------------------ -----------------
Total current assets 68,190,000 65,016,000
------------------ -----------------
Property and Equipment:
Land 259,000 258,000
Building - distribution center and office facility 1,996,000 1,996,000
Furniture, fixtures and leasehold improvements 28,349,000 26,759,000
------------------ -----------------
Total 30,604,000 29,013,000
Less accumulated depreciation and amortization (8,977,000) (7,967,000)
------------------ -----------------
Total property and equipment, net 21,627,000 21,046,000
------------------ -----------------
Excess Reorganization Value, less accumulated amortization of
$871,000 and $799,000, respectively 3,540,000 3,612,000
------------------ -----------------
$ 93,357,000 $ 89,674,000
================== =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Trade accounts payable $ 16,528,000 $ 21,592,000
Accrued expenses and other current liabilities 9,048,000 7,841,000
------------------ -----------------
Total current liabilities 25,576,000 29,433,000
------------------ -----------------
Deferred Taxes 397,000 397,000
Long-Term Debt 18,000,000 10,000,000
------------------ -----------------
Commitments and Contingencies - -
Stockholders' Equity:
Common stock, $.01 par value, 50,000,000 shares authorized,
19,000,000 shares issued 190,000 190,000
Additional paid-in capital 63,664,000 63,664,000
Accumulated deficit (14,470,000) (14,010,000)
Treasury stock, at cost,
490,290 and 523,170 shares, respectively - -
------------------ -----------------
Total stockholders' equity 49,384,000 49,844,000
------------------ -----------------
$ 93,357,000 $ 89,674,000
================== =================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
WEINER'S STORES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Thirteen Weeks Thirteen Weeks
Ended Ended
April 29, 2000 May 1, 1999
---------------------- ----------------------
<S> <C> <C>
Net cash used in operating activities $ (6,378,000) $ (9,506,000)
---------------------- ----------------------
Cash Flows from Investing Activities:
Capital expenditures (1,593,000) (1,415,000)
---------------------- ----------------------
Net cash used in investing activities (1,593,000) (1,415,000)
---------------------- ----------------------
Cash Flows from Financing Activities:
Net borrowings under bank line of credit 8,000,000 8,000,000
---------------------- ----------------------
Net cash provided by financing activities 8,000,000 8,000,000
---------------------- ----------------------
Net Increase (Decrease) in Cash 29,000 (2,921,000)
Cash, beginning of period 3,336,000 7,176,000
---------------------- ----------------------
Cash, end of period $ 3,365,000 $ 4,255,000
---------------------- ------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
WEINER'S STORES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Basis of Presentation
In the opinion of management, the accompanying unaudited financial
statements contain all adjustments (consisting of normal recurring adjustments)
which management considers necessary to present fairly the financial position of
Weiner's Stores, Inc. (the "Company") as of April 29, 2000, and the results of
its operations and its cash flows for each of the thirteen week periods ended
April 29, 2000 and May 1, 1999, respectively. The results of operations for the
thirteen week period ended April 29, 2000 may not be indicative of the results
for the entire year.
These financial statements should be read in conjunction with the
audited financial statements for the fiscal year ended January 29, 2000 and
related notes which are included in the Company's Annual Report to Stockholders
and incorporated by reference in the Company's annual report on Form 10-K for
the fiscal year ended January 29, 2000. Accordingly, significant accounting
policies and other disclosures necessary for complete financial statements in
conformity with generally accepted accounting principles have been omitted since
such items are reflected in the Company's audited financial statements and
related notes thereto.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain 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.
(2) Accrued Expenses
Accrued expenses consisted of the following:
April 29, 2000 January 29, 2000
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Payroll and related benefits $1,086,000 $1,706,000
Taxes other than income taxes 2,338,000 1,308,000
Rent and other related costs 1,627,000 1,943,000
Other 3,997,000 2,884,000
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Total $9,048,000 $7,841,000
========== ==========
(3) Long-Term Debt
At April 29, 2000, the Company had approximately $15,233,000 of
availability under its $40,000,000 working capital facility, after considering
outstanding letters of credit of approximately $2,178,000. The Company may
prepay amounts outstanding under the working capital facility without penalty.
As of April 29, 2000, the Company was in compliance with all covenants under its
revolving credit agreement.
(4) Leases
During the thirteen weeks ended April 29, 2000, the Company entered into
new leases for six stores and executed renewal options on several locations.
Future minimum rental payments have increased approximately $4,655,000 since
January 29, 2000, bringing the total future minimum rental payments under all
noncancelable operating leases with initial or remaining lease terms of one year
or more to approximately $51,281,000.
6
<PAGE>
Total rent expense for all operating leases was as follows:
Thirteen Thirteen
Weeks Ended Weeks Ended
April 29, 2000 May 1, 1999
------------------ ------------------
Minimum rentals $ 2,960,000 $ 2,674,000
Contingent rentals 121,000 167,000
------------------ ------------------
Total $ 3,081,000 $ 2,841,000
================== ==================
(5) Stock Based Awards
On March 24, 2000, under the 1999 Stock Plan, options to purchase
214,000 shares of common stock were granted to certain officers and key
employees at an exercise price of $0.31 per share, the fair market value on that
date. At April 29, 2000, there were vested options outstanding to purchase
733,333 shares of common stock at a weighted average per share exercise price of
$1.09.
(6) Income Taxes
The Company provides United States federal income taxes based on its
estimated annual effective tax rate for the fiscal year. No income tax provision
was recorded in either the first thirteen weeks of 2000 or of 1999. The
recognition of income tax benefits is affected by limitations on the Company's
ability to utilize net operating loss carryforwards.
(7) New Accounting Pronouncements
The Staff of the Securities and Exchange Commission has issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
101"), effective for fiscal years beginning after December 15, 1999. The Company
has implemented all provisions of SAB 101, including the treatment of leased
department and layaway sales, effective for fiscal year 2000, beginning January
30, 2000. In relation to its adoption of SAB 101, the Company has recorded
during the first quarter of 2000 a cumulative effect adjustment for a change in
accounting in the amount of $294,000 and recognized additional gross revenues of
$851,000. These one-time adjustments were necessary to correctly account for
those layaways held as accounts receivable at the end of fiscal year 1999.
Proforma results of operations for the first quarter of 1999 have not been
provided as it is impracticable to determine such amounts.
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities," effective for fiscal years beginning after
June 15, 2000. The Company does not participate in the use of derivatives and
does not believe this pronouncement will impact its financial presentation.
(8) Earnings Per Share
Net income per share of common stock is computed based on the weighted
average number of shares of common stock and equivalent shares of common stock
outstanding during the period. The computation of weighted average shares of
common stock outstanding is as follows:
April 29, 2000 May 1, 1999
-------------- -----------
Weighted average number of shares of
common stock outstanding 18,509,710 18,476,830
Common stock equivalent - shares issuable
under the stock incentive plans -- --
---------- ----------
Weighted average shares of common stock
outstanding assuming full dilution 18,509,710 18,476,830
========== ==========
7
<PAGE>
As of April 29, 2000, the Company's common stock was not actively
traded. The Company has determined that none of its common stock had appreciated
beyond the underlying exercise price of the option based on the most recent
trading activity as of April 29, 2000 (resulting in no dilution for the earnings
per share computations).
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of Weiner's Stores, Inc. (the
"Company") contains forward-looking statements. The words "anticipate,"
"believe," "expect," "plan," "intend," "seek," "estimate," "project," "will,"
"could," "may" and similar expressions are intended to identify forward-looking
statements. These statements include, among others, information regarding future
operations, future capital expenditures and future cash flow. Such statements
reflect the Company's current views with respect to future events and financial
performance and involve risks and uncertainties, including, without limitation,
general economic and business conditions, changes in foreign, political, social
and economic conditions, regulatory initiatives and compliance with governmental
regulations, the ability of the Company and its competitors to predict fashion
trends and customer preferences and achieve further market penetration and
additional customers, consumer apparel buying patterns, adverse weather
conditions, inventory risks due to shifts in market demand, and various other
matters, many of which are beyond the Company's control. Should one or more of
these risks or uncertainties occur, or should underlying assumptions prove to be
incorrect, actual results may vary materially and adversely from those
anticipated, believed, estimated or otherwise indicated. Consequently, all of
the forward-looking statements made in this Report are qualified by these
cautionary statements and there can be no assurance that the actual results or
developments anticipated by the Company will be realized or, even if
substantially realized, that they will have the expected consequences to or
effect on the Company or its business or operations. The Company does not
undertake and expressly disclaims any obligation to publicly update or revise
any such forward-looking statements even if experience or future changes make it
clear that the projected results expressed or implied therein will not be
realized.
RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED APRIL 29, 2000 COMPARED TO THIRTEEN WEEKS ENDED MAY 1, 1999
Total net sales for the first quarter of 2000 decreased 4.8% to
$66,207,000 from $69,602,000 in the first quarter of 1999. The decrease is
primarily attributable to an 8.9% decrease in comparable store sales. Comparable
store sales were impacted by the Company's adoption of Staff Accounting Bulletin
No. 101, "Revenue Recognition in Financial Statements" ("SAB 101"). Prior to the
adoption of SAB 101, the Company recognized layaway sales at the time when the
items were placed in layaway by the customer. SAB 101 states that layaway sales
are to be recognized upon the delivery of the merchandise to the customer. Under
SAB 101, the Company has deferred from the first quarter of 2000 $1,666,000 in
layaway transactions until future periods. The Company also recognized in the
first quarter of 2000 an additional $851,000 in revenue related to those layaway
transactions held as accounts receivable at the end of fiscal year 1999. Had the
Company continued reporting layaway sales at the inception of the layaway, total
net sales for the first quarter of 2000 would have been $67,022,000, or a 3.7%
decrease from the first quarter 1999.
Leased department revenue in the first quarter of 2000 reflects the
revenues the Company received for the sales of designer fragrances and unbranded
shoes. The Company is currently testing a leased department for unbranded shoes
in eight stores. These leased departments were not in existence in the first
quarter of fiscal 1999.
Cost of goods sold for the first quarter of 2000 decreased to
$42,355,000 from $45,180,000 in the first quarter of 1999. As a percentage of
revenues, cost of goods sold for the first quarter of 2000 decreased to 63.8%
from 64.9% in the first quarter of 1999. The decreases are primarily
attributable to the sales declines discussed above. Gross margin in the first
quarter of 2000 increased as a percentage of revenues to 36.2% from 35.1% in the
first quarter of 1999. This increase is primarily attributable to higher initial
markup and lower promotional markdowns.
8
<PAGE>
Selling, administrative and other operating costs increased to
$23,836,000 in the first quarter of 2000 compared to $22,179,000 in the first
quarter of 1999. The increase is primarily attributable to increased advertising
and rent expense relating to new stores. As a percentage of revenues, selling,
administrative and other operating costs in the first quarter of 2000 increased
to 35.9% from 31.9% in the first quarter of 1999. This increase is primarily
attributable to the decrease in sales and increase in expenses associated with
new stores as discussed above.
Operating income decreased to $231,000 in the first quarter of 2000
from $2,243,000 in the first quarter of 1999. The Company is focusing on its
inventory mix and evaluating overall expense control initiatives to attempt to
enhance operating results for fiscal 2000.
The Company provides United States federal income taxes based on its
estimated annual effective tax rate for the fiscal year. No income tax provision
was recorded in either the first quarter of 2000 or the first quarter of 1999.
The recognition of income tax benefits is affected by limitations on the
Company's ability to utilize net operating loss carryforwards.
The Company recorded interest expense of $397,000 in the first quarter
of 2000 compared to $210,000 in the first quarter of 1999. Interest expense has
increased due to the increase in borrowings under the Revolving Credit Agreement
referred to below and increases in interest rates thereunder.
The Company recorded a cumulative effect adjustment for a change in
accounting of $294,000 in the first quarter of 2000 due to the adoption of SAB
101. The change reflects a restatement for those layaways held as accounts
receivable at the end of fiscal year 1999.
The Company's net loss for the first quarter of 2000 was $460,000, or
$0.02 per share of common stock, compared to a net income of $2,033,000 or $0.11
per share of common stock for the first quarter of 1999.
LIQUIDITY AND CAPITAL RESOURCES
Cash from Operations and Working Capital
The Company's cash used in operations was $6,378,000 during the
thirteen weeks ended April 29, 2000, compared to cash used in operations of
$9,506,000 during the thirteen weeks ended May 1, 1999. The decrease in cash
used in operations is primarily attributable to the Company's efforts to control
inventory levels. The Company's primary source of liquidity has been borrowings
under the Revolving Credit Agreement, dated August 26, 1997, as amended, among
the Company and The CIT Group/Business Credit, Inc., as agent and the lenders
thereunder (the "Revolving Credit Agreement").
Revolving Credit Agreement
The Company's Revolving Credit Agreement provides a $40,000,000 working
capital facility, including a $15,000,000 sub-facility for the issuance of
letters of credit. The Revolving Credit Agreement is secured by substantially
all of the Company's assets. The Revolving Credit Agreement provides that
proceeds may be used solely to fund working capital in the ordinary course of
business and for other general corporate purposes. Borrowings under the
Revolving Credit Agreement bear interest at the reference rate thereunder plus
0.5% or, at the option of the Company, the Eurodollar Rate thereunder plus 2.5%.
Under the terms of the Revolving Credit Agreement, capital expenditures are
limited to $8,500,000 in each of fiscal years 2000, 2001 and 2002 and to
$5,000,000 for the period commencing February 2, 2002 and ending August 30,
2003. The Revolving Credit Agreement further stipulates certain borrowing
limitations based on the Company's inventory levels and requires that the
Company comply with certain financial covenants. The Revolving Credit Agreement
also restricts future liens and indebtedness, sales of assets and dividend
payments. The expiration date of the Revolving Credit Agreement is August 30,
2003. As of April 29, 2000, the Company was in compliance with all covenants
under the Revolving Credit Agreement.
9
<PAGE>
At April 29, 2000, the Company had approximately $15,233,000 of
availability under the Revolving Credit Agreement, after considering borrowings
and outstanding letters of credit. At April 29, 2000, the aggregate amount of
outstanding letters of credit thereunder was approximately $2,178,000. The
Company may prepay amounts outstanding under the Revolving Credit Agreement
without penalty.
The Company believes that its internally generated cash flow, together
with borrowings under the Revolving Credit Agreement, will be adequate to
finance the Company's operating requirements, debt repayments and capital needs
during the foreseeable future. Any material shortfalls in operating cash flow
could require the Company to seek alternative sources of financing or to reduce
capital expenditures.
Capital Expenditures
The Company's capital expenditures are expected to be approximately
$6,000,000 in fiscal 2000, primarily for the opening of new stores, remodeling
of existing stores and enhancements of the management information systems. The
Company expects to fund these capital expenditures from cash flows from
operations and borrowings under the Revolving Credit Agreement.
NEW ACCOUNTING DEVELOPMENTS
The Staff of the Securities and Exchange Commission has issued SAB 101,
effective for fiscal years beginning after December 15, 1999. The Company has
implemented all provisions of SAB 101, including the treatment of leased
department and layaway sales, effective for fiscal year 2000, beginning January
30, 2000. In relation to its adoption of SAB 101, the Company has recorded
during the first quarter of 2000 a cumulative effect adjustment for a change in
accounting in the amount of $294,000 and recognized additional gross revenues of
$851,000. These one-time adjustments were necessary to correctly account for
those layaways held as accounts receivable at the end of fiscal year 1999.
Proforma results of operations for the first quarter of 1999 have not been
provided as it is impracticable to determine such amounts.
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities," effective for fiscal years beginning after
June 15, 2000. The Company does not participate in the use of derivatives and
does not believe this pronouncement will impact its financial presentation.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
10
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is party to ordinary routine litigation, arbitration and
proceedings incidental to its business, the disposition of which is not expected
to have a material adverse effect on the Company's business or financial
condition.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
No. Description
--- -----------
3.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
registration statement on Form 10 filed April 14, 1998)
3.2 Restated Bylaws of the Company (incorporated by reference to
Exhibit 3.2 to the Company's registration statement on Form 10
filed April 14, 1998)
10.1 Employment Agreement, dated as of February 1, 2000, between
the Company and Raymond J. Miller (incorporated by reference
to Exhibit 10.7 to the Company's annual report on Form 10-K
for the fiscal year ended January 29, 2000)
10.2 Employment Agreement, dated as of February 1, 2000, between
the Company and Joseph J. Kassa (incorporated by reference to
Exhibit 10.8 to the Company's annual report on Form 10-K for
the fiscal year ended January 29, 2000)
10.3 Employment Agreement, dated as of February 1, 2000, between
the Company and James L. Berens (incorporated by reference to
Exhibit 10.9 to the Company's annual report on Form 10-K for
the fiscal year ended January 29, 2000)
10.4 Fourth Amendment, dated February 24, 2000, to the Revolving
Credit Agreement, dated August 26, 1997, among the Company,
the lenders party thereto and The CIT Group/Business Credit,
Inc., as Agent, as amended (filed herewith)
27.1 Financial Data Schedule (filed herewith)
(b) The Company did not file any reports on Form 8-K during the first
quarter of 2000.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
WEINER'S STORES, INC.
June 12, 2000 By: /s/ Raymond J. Miller
------------- ---------------------
(Date) Raymond J. Miller
Executive Vice President, Chief Operating Officer,
Chief Financial Officer and Secretary
12
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
3.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
registration statement on Form 10 filed April 14, 1998)
3.2 Restated Bylaws of the Company (incorporated by reference to
Exhibit 3.2 to the Company's registration statement on Form 10
filed April 14, 1998)
10.1 Employment Agreement, dated as of February 1, 2000, between
the Company and Raymond J. Miller (incorporated by reference
to Exhibit 10.7 to the Company's annual report on Form 10-K
for the fiscal year ended January 29, 2000)
10.2 Employment Agreement, dated as of February 1, 2000, between
the Company and Joseph J. Kassa (incorporated by reference to
Exhibit 10.8 to the Company's annual report on Form 10-K for
the fiscal year ended January 29, 2000)
10.3 Employment Agreement, dated as of February 1, 2000, between
the Company and James L. Berens (incorporated by reference to
Exhibit 10.9 to the Company's annual report on Form 10-K for
the fiscal year ended January 29, 2000)
10.4 Fourth Amendment, dated February 24, 2000, to the Revolving
Credit Agreement, dated August 26, 1997, among the Company,
the lenders party thereto and The CIT Group/Business Credit,
Inc., as Agent, as amended (filed herewith)
27.1 Financial Data Schedule (filed herewith)
13
