As filed with the Securities and Exchange Commission on June 12, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
Registration Statement
Under
The Securities Act Of 1933
BRUNO'S, INC.
(Exact name of registrant as specified in its charter)
Alabama
(State or other jurisdiction
of incorporation or organization)
63-0411801
(I.R.S. Employer Identification No.)
Bruno's, Inc.
800 Lakeshore Parkway
Birmingham, Alabama 35211
(205) 940-9400
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Ronald G. Bruno
Bruno's, Inc.
800 Lakeshore Parkway
Birmingham, Alabama 35211
(205) 940-9400
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
<TABLE><CAPTION>
State or other jurisdiction of I.R.S. employer
Name of Additional Registrants incorporation or organization identification number
<S> <C> <C>
A.F. Stores, Inc. Alabama 63-0967052
BR Air, Inc. Alabama Pending
Food Max of Georgia, Inc. Georgia Pending
Food Max of Mississippi, Inc Mississippi Pending
Food Max of Tennessee, Inc. Tennessee Pending
Georgia Sales Company Georgia 58-025212
Bruno's Food Stores, Inc. Georgia 58-0427100
PWS Holding Corporation Delaware 94-3029507
SSS Entreprises, Inc. Georgia 58-1418119
</TABLE>
With copies to:
Richard Cohn
Sirote & Permutt
2222 Arlington Avenue South
Birmingham, Alabama 35205
(205) 933-7111
Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, lease check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
<PAGE>
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
------------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
----------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
<TABLE><CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Aggregate Amount of
Securities Registered Per Unit or Offering Registration
to be Registered(1) (2)(3)(4) Share(2)(5) Price(2)(6) Fee(4)
<S> <C> <C> <C> <C>
Debt Securities . . . . . . . .
Debt Warrants . . . . . . . . .
Guarantees of Debt Securities .
Common Stock . . . . . . . . .
Common Stock Warrants . . . . .
Total . . . . . . . . . . $750,000,000 $750,000,000 $258,625
</TABLE>
(1) This Registration Statement also covers (i) Debt Securities and Common
Stock which may be issued upon exercise of Securities Warrants and (ii)
such indeterminate amount of securities as may be issued in exchange for,
or upon conversion of, as the case may be, the securities registered
hereunder. Any securities registered hereunder may be sold separately or
as units with other securities registered hereunder.
(2) Not specified as to each class of securities to be registered hereunder
pursuant to General Instruction II.D of Form S-3 under the Securities Act.
(3) If any Debt Securities are issued at an original issue discount, then such
greater principal amount as shall result in an aggregate initial offering
price of $750,000,000. In no event will the aggregate initial offering
price of Debt Securities and guarantees in respect thereof, Debt Warrants,
Common Stock and Common Stock Warrants issued under this Registration
Statement exceed $750,000,000, or the equivalent thereof in one or more
foreign currencies or composite currencies, including European Currency
Units.
(4) None of the amount to be registered or the registration fee is attributable
to the guarantees of the Debt Securities.
(5) The proposed maximum offering price per unit or share will be determined
from time to time by the Registrants in connection with, and at the time
of, the issuance by the Registrants of the securities registered hereunder.
(6) Estimated solely for the purpose of calculating the registration fee.
The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Subject to Completion, Dated June 12, 1995
PROSPECTUS
BRUNO'S, INC .
Debt Securities
Common Stock
Warrants
Bruno's, Inc. (the "Company") intends to issue from time to time in one or
more series its (i) unsecured debt securities, which may either be senior
(the "Senior Debt Securities") or subordinated (the "Subordinated Debt
Securities"; the Senior Debt Securities and the Subordinated Debt
Securities being referred to collectively as the "Debt Securities"), (ii)
warrants to purchase the Debt Securities (the "Debt Warrants"), (iii) shares of
common stock, par value $.01 per share (the "Common Stock"), and (iv) warrants
to purchase shares of Common Stock ("Common Stock Warrants"; the Debt Warrants
and Common Stock Warrants being referred to herein collectively as the
"Securities Warrants") having an aggregate initial public offering price not to
exceed $750,000,000 or the equivalent thereof in one or more foreign currencies
or composite currencies, including ECU, on terms to be determined at the time of
sale. The Debt Securities may be guaranteed by certain subsidiaries of the
Company. The Debt Securities, any guarantee of the Debt Securities, Common Stock
and Securities Warrants offered hereby (collectively, the "Offered Securities")
may be offered, separately or as units with other Offered Securities, in
separate series in amounts, at prices and on terms to be determined at the time
of sale and to be set forth in a supplement to this Prospectus (a "Prospectus
Supplement").
The specific terms of the Offered Securities in respect of which this
Prospectus is being delivered, such as, where applicable (i) in the case of Debt
Securities, the specific designation, aggregate principal amount, currency,
denomination, maturity, priority, interest rate (which may be variable or
fixed), terms of subordination, if any, time of payment of interest, terms for
optional redemption or repayment or for sinking fund payments, terms for
required offers to repurchase Debt Securities, terms for conversion into or
exchange for other Offered Securities, the designation of the Trustee acting
under the applicable Indenture, covenants and the initial public offering price;
(ii) in the case of Common Stock, the number of shares and the terms of the
offering and sale thereof; (iii) in the case of Securities Warrants, the
duration, offering price, exercise price and detachability thereof; and (iv) in
the case of all Offered Securities, whether such Offered Security will be
offered separately or as a unit with other Offered Securities, will be set forth
in the accompanying Prospectus Supplement. The Prospectus Supplement will also
contain information, where applicable, about certain United States Federal
income tax considerations relating to, any listing on a securities exchange and
any other special terms of, the Offered Securities covered by the Prospectus
Supplement.
The Offered Securities may be sold directly to purchasers or through
underwriters, dealers or agents. If any underwriters, dealers or agents are
involved in the sale of any Offered Securities, their names and any applicable
fee, commission or discount arrangements will be set forth in the Prospectus
Supplement. The principal amount or number of shares of Offered Securities, the
purchase price thereof and the net proceeds to the Company from sales of Offered
Securities will be set forth in the Prospectus Supplement. The net proceeds to
the Company of the sale of Offered Securities will be the purchase price of such
Offered Securities less attributable issuance expenses, including underwriters',
dealers' or agents' compensation arrangements. See "Plan of Distribution" for
indemnification arrangements for underwriters, dealers and agents.
This Prospectus may not be used to consummate sales of Offered Securities
unless accompanied by a Prospectus Supplement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is , 1995.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION
OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER
THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549 or at its regional offices located at 7 World Trade Center, Suite
1300, New York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.
The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Offered Securities. This Prospectus
does not contain all of the information set forth in the Registration Statement
and the exhibits and schedules thereto. For further information with respect to
the Company and the Offered Securities, reference is hereby made to the
Registration Statement and the exhibits and schedules filed therewith, which may
be obtained from the principal office of the Commission in Washington, D.C.,
upon the payment of fees prescribed by the Commission.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference: (i) Annual Report on Form 10-K for the fiscal
year ended July 2, 1994; (ii) Quarterly Reports on Form 10-Q for the fiscal
quarters ended September 24, 1994, December 31, 1994 and April 8, 1995; (iii)
Current Report on Form 8-K dated April 27, 1995, as amended by the Current
Report on Form 8-K/A dated May 30, 1995; (iv) Current Report on Form 8-K dated
May 18, 1995; and (v) Current Report on Form 8-K, dated June 12, 1995.
All reports and other documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and before the termination of the offering made hereby will be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein will be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document, which
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide, without charge to each person, including any
beneficial owner, to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of any or all of the documents incorporated
herein by reference (other than exhibits, unless such exhibits specifically are
incorporated by reference into such documents or this Prospectus). Requests for
such documents should be submitted in writing, addressed to Glenn J. Griffin,
Assistant Secretary, Bruno's, Inc., 800 Lakeshore Parkway, Birmingham, Alabama
35211.
THE COMPANY
The information set forth below is as of May 31, 1995 unless otherwise
indicated.
General
The Company was incorporated in 1959 under the laws of the State of Alabama,
is based in Birmingham, Alabama and is a leading regional supermarket retailer
operating in the southeastern United States. The Company operates a total of 252
supermarkets and combination food and drug stores, of which 124 are located in
Alabama, 86 in Georgia, 19 in Florida, 11 in Tennessee, 7 in Mississippi and 5
in South Carolina. The Company also operates nine liquor stores in Florida
adjacent to supermarkets operated by the Company.
The Company operates retail food supermarkets under various store formats.
The Company utilizes these different formats to vary its pricing strategy, store
size, product mix, and decor and design to best suit the demographic conditions
and competitive environment of each store location.
2
<PAGE>
The Company's major formats include:
Food World. The Company's 80 Food World stores are typically high volume
stores designed to appeal to all classes of customers. With a primary emphasis
on value, these stores offer everyday low pricing along with an extensive
variety of name-brand merchandise and expanded specialty departments. These
stores average 43,000 square feet in size and are promoted through television,
newspaper, and radio advertising.
FoodMax. The Company's 37 FoodMax stores are large, upscale warehouse stores
with an open design and expanded perishable departments. They average 50,000
square feet in size. These stores emphasize extensive variety, huge selection,
and low prices while achieving low overhead through reduced staffing. These
stores are promoted primarily through newspaper advertising and often feature
unadvertised in-store specials.
Bruno's. The Company's 17 Bruno's Food & Pharmacy stores, 4 Bruno's Finer
Foods stores, and 9 Bruno's stores are generally located in markets where
suburban shoppers appreciate one-stop shopping. With a special emphasis on
service, quality, and perishables, these upscale stores typically contain
expanded produce, bakery and delicatessen departments and also carry specialty
and gourmet foods generally not found in conventional supermarkets, the variety
of health and beauty care products normally found in large drug stores, and a
wide range of general merchandise items. Floral departments, pharmacies, and
in-store banks are also common in these stores. These stores average 50,000
square feet in size.
Supercenters. The Company's 8 Bruno's Supercenter, 6 FoodMax Supercenter,
and 2 Food World Supercenter stores emphasize fresh perishables with a unique
new store design. Best suited for densely populated areas, the supercenter's
large store format combines low prices with a host of one-stop shopping
conveniences such as banking, optical, and pharmacy services. These stores
average 59,000 square feet in size and are promoted primarily through newspaper
advertising.
Food Fair and Piggly Wiggly. The Company's 31 Food Fair stores and 54 Piggly
Wiggly stores are smaller, neighborhood stores with lower overhead costs. They
are designed for those rural areas that will not support the volume necessary
for a larger supermarket. Their competitive pricing is often reinforced with
weekly specials, primarily advertised through radio and newspaper advertising as
well as printed circulars available in the stores. These stores average 29,000
square feet in size.
The Company's stores sell groceries, produce, meat, poultry, dairy, bakery,
and deli products along with health and beauty care items and a variety of other
general merchandise typically carried by grocery supermarkets. Additionally,
many of the Company's stores have other specialty departments such as seafood
and floral.
The Company's stores are primarily serviced through the Company's
distribution centers in Birmingham, Alabama and Vidalia, Georgia. The
approximately 1,375,000 square foot Birmingham distribution center is adjacent
to the Company's headquarters and is located on a 200-acre site. The Company's
Vidalia distribution center is located on a 90-acre site. Distribution from
these locations is accomplished through a fleet of more than 150 tractors and
over 330 refrigerated or dry trailers. Certain high volume and perishable items
such as milk, bread, snack foods, beverages and tobacco products are supplied
directly to the stores from local distributors.
The Company has approximately 27,000 employees in its stores, warehousing,
and business offices.
The principal executive offices of the Company are located at 800 Lakeshore
Parkway, Birmingham, Alabama 35211, and its telephone number is (205) 940-9400.
3
<PAGE>
THE MERGER
The statements made under this heading relating to the Merger (as defined
below) are summaries of the agreements described therein, do not purport to be
complete and are qualified in their entirety by reference to such agreements,
which are incorporated herein by reference. See "Available Information."
Merger Agreement. The Company and Crimson Acquisition Corp., an Alabama
corporation and a subsidiary of BI Associates, L.P. (the "Partnership"), which
is a partnership organized by Kohlberg Kravis Roberts & Co. ("KKR"), entered
into an Agreement and Plan of Merger, dated as of April 20, 1995, and amended as
of May 18, 1995 (as amended, the "Merger Agreement"), pursuant to which Crimson
will be merged with and into the Company ("the Merger"), with the Company
continuing as the surviving corporation. Upon consummation of the Merger, each
share the Company's Common Stock outstanding immediately prior to the time the
Merger becomes effective (the "Effective Time of the Merger") (other than shares
of Common Stock held by the Company, the Partnership, Crimson, or any subsidiary
thereof, which will be cancelled and retired) will be converted at the election
of the holder into either (i) the right to receive $12.00 in cash from the
Company following the Merger or (ii) the right to retain that share of Common
Stock. Because the number of shares of Common Stock to be retained by existing
shareholders will be approximately 4,166,667 shares, the right to receive $12.00
in cash or to retain Common Stock will be subject to proration. Such number of
shares will represent approximately 16.67% of the Common Stock expected to be
outstanding after the Merger.
As a result of the Merger, the Partnership will hold 20,833,333 shares, or
approximately 83.33%, of the Common Stock expected to be outstanding after the
Merger, and 10,000,000 warrants (the "Warrants") to purchase up to an additional
10,000,000 shares of Common Stock in the aggregate at an exercise price of
$12.00 per share, subject to certain anti-dilution adjustments. Each Warrant
will be exercisable in whole or in part during the ten year period following the
Effective Time of the Merger and, upon exercise, may be exchanged, at the option
of the holder, for either (i) such number of shares of Common Stock for which
the Warrant is then exercisable upon payment by the holder to the Company of the
exercise price or (ii) that number of shares of Common Stock having a value
equal to the difference between the "fair market value" at the time of exercise
of such number of shares of Common Stock for which the Warrant is then
exercisable and the exercise price. If the Warrants were exercised in full by
the payment of the exercise price immediately after the Merger, the Partnership
would hold approximately 88% of the outstanding shares of Common Stock.
The Company will submit the Merger Agreement to its shareholders for
approval at a special meeting, which is expected to be held in August 1995. In
addition, the Company will submit to the shareholders for their consent (i) a
proposal to increase the Company's "bonded indebtedness" under Alabama law to
finance the conversion into cash of approximately 94.7% of the issued and
outstanding shares of Common Stock upon the consummation of the Merger, to
refinance the outstanding indebtedness of the Company and to provide for working
capital requirements and (ii) a proposal to amend and restate the Company's
Articles of Incorporation to, among other things, reduce the authorized shares
of Common Stock from 100,000,000 to 60,000,000. The affirmative vote of the
holders of two-thirds of the shares of Common Stock entitled to vote thereon is
required for approval and adoption of the Merger Agreement and the transactions
contemplated thereby. The affirmative vote of the holders of a majority of the
shares of Common Stock entitled to vote thereon is required for approval and
adoption of each of the increase in bonded indebtedness and the amended and
restated Articles of Incorporation. Pursuant to a Stockholders Agreement, dated
as of April 20, 1995 (the "Stockholders Agreement"), among Crimson and the
shareholders parties thereto (the "Shareholders"), holders of approximately 24%
of Common Stock have agreed, among other things and subject to certain
conditions, to vote in favor of the Merger Agreement.
In addition to the obtaining of shareholder approval, the respective
obligations of the Company and Crimson to effect the Merger are subject to the
satisfaction, at or prior to the consummation thereof, of certain conditions,
including, but not limited to, (i) the termination or expiration of the relevant
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, (ii) the absence of any judicial order or legal restraint preventing
the consummation of the Merger and (iii) the effectiveness of a registration
statement on Form S-4 used in connection with the Merger and the absence of any
stop order or proceeding seeking a stop order suspending such effectiveness.
The obligations of Crimson to effect the Merger are further subject to (i) the
receipt, in form and substance reasonably satisfactory to Crimson, of such
licenses (including beer, wine and/or liquor licenses), permits, consents,
approvals, authorizations, qualifications and orders of governmental authorities
and other third parties as are necessary in connection with the transactions
contemplated by the Merger Agreement, (ii) the absence of any pending or
threatened governmental suit, action or proceeding (or, with respect to any
person, any suit, action or proceeding which has a reasonable likelihood of
success) challenging any of the transactions contemplated in
4
<PAGE>
connection with the Merger, and (iii) the receipt of proceeds of financing on
terms satisfactory to Crimson in an amount sufficient to consummate the
transactions contemplated by the Merger Agreement, including, without
limitation, (a) the payment of the cash merger consideration, (b) the
refinancing of outstanding indebtedness of the Company, (c) the payment of
transaction fees associated with the Merger and the financing thereof and (d)
the provision of working capital needs of the Company following the Merger.
The Merger Agreement contains customary representations and warranties as
well as covenants which, among other things, provide that the Company will, up
to the Effective Time of the Merger, and will cause its subsidiaries to, act and
carry on their respective businesses in the usual, regular and ordinary course
of business consistent with past practice. In addition, the Company has agreed,
among other things and subject to certain exceptions, that it will not, and will
not permit any of its subsidiaries to, without the prior consent of Crimson, (i)
declare or pay any dividends on its capital stock (other than certain dividends
which have already been declared and paid); (ii) split or reclassify its capital
stock; (iii) acquire Common Stock; (iv) encumber its capital stock or that of
its subsidiaries; (v) acquire any new business; (vi) encumber or sell any of its
properties or assets; (vii) incur any indebtedness, except for short-term
borrowings and lease obligations; (viii) acquire any material assets or make any
capital expenditures; (ix) authorize a liquidation, merger or restructuring; (x)
except upon mutual agreement of the parties, enter into any collective
bargaining agreement; (xi) change any material accounting principle or (xii)
settle any litigation. The Company has also agreed, subject to certain
exceptions, that neither it nor any of its subsidiaries will adopt or amend any
employee benefit plan, grant any new or modified severance or termination
arrangement, effectuate any plant closing or mass layoff, make any tax election
or settle any tax liability.
The Merger Agreement provides that the Directors of Crimson at the Effective
Time of the Merger will be the Directors of the Company following the Effective
Time of the Merger. The Merger Agreement also provides that, for six years after
the Effective Time of the Merger, the Company will indemnify all present and
former directors and officers of the Company for acts or omissions occurring
prior to the Effective Time of the Merger and, subject to certain limitations,
maintain its current directors' and officers' insurance and indemnification
policy to the extent it provides coverage for events occurring prior to the
Effective Time of the Merger.
The Merger Agreement provides for termination thereof at any time prior to
the Effective Time of the Merger, whether before or after approval of the Merger
by the shareholders of the Company, (i) upon the mutual written consent of
Crimson and the Company, (ii) by Crimson or the Company, upon the taking of any
final and nonappealable action prohibiting the Merger by any federal, state or
local governmental authority, or if the Merger is not consummated on or before
October 31, 1995 and (iii) by Crimson, among other things, upon (a) the failure
to obtain Company shareholder approval, (b) the withdrawal, modification or
amendment of the Company's recommendation of the Merger and (c) the taking of
certain actions by the Company with respect to a third party transaction
proposal or the failure by the Company to take certain actions during the
pendency of such a proposal or in pursuance of the Merger Agreement.
If the Merger is consummated in accordance with the Merger Agreement, the
Company will pay KKR, on the closing date of the Merger, a fee of $15 million
in cash, and will also reimburse KKR for all of its expenses in connection with
the transactions contemplated by the Merger Agreement. If the Merger is not
consummated in accordance with the Merger Agreement, among other things and
subject to certain conditions, (i) the Company will reimburse KKR for all its
expenses contemplated by the Merger Agreement, up to an aggregate of $3 million,
or (ii) the Company will reimburse KKR for up to an aggregate of $12.5 million
of its expenses, and will pay KKR $30 million in addition to such reimbursement
if the Merger Agreement is terminated under certain circumstances generally
related to the presence of a third party transaction proposal or the acquisition
by a third party of Common Stock.
Stockholders Agreement. Pursuant to the Stockholders Agreement, holders of
approximately 24% of Common Stock have agreed, among other things and subject to
certain conditions, to vote in favor of the Merger Agreement and to refrain from
soliciting competing transaction proposals and from taking certain other
actions. Except for certain covenants which will survive the Effective Time of
the Merger, the covenants and agreements in the Stockholders Agreements
terminate on the first to occur of (a) the Effective Time of the Merger and (b)
the date the Merger Agreement is terminated in accordance with its terms.
Stock Option Agreement. Pursuant to a Stock Option Agreement, dated as of
April 20, 1995, as amended as of May 18, 1995 (the "Option Agreement"), between
the Company and Crimson, the Company has granted to Crimson an irrevocable
option, expiring upon the first to occur of the Effective Time of the Merger and
April 30, 1996, which may be exercised in whole or in part to purchase up to
15,541,570 newly issued shares of Common Stock at an exercise price of $12.00
per share
5
<PAGE>
in cash (the "Exercise Price"). The terms of the Option Agreement provide,
among other things, for upward adjustment of the Exercise Price in certain
circumstances. The number and kind of securities subject to the Option
Agreement and the Exercise Price are also subject to adjustments in the event of
certain changes in the number of issued and outstanding shares of Common Stock.
The Option Agreement also includes customary provisions relating to the
registration and listing of such option shares.
USE OF PROCEEDS
The Offered Securities may be offered by the Company from time to time as
determined by the Company. Unless otherwise indicated in the applicable
Prospectus Supplement, the net proceeds from the sale of the Offered Securities
will be added to the Company's funds and be used for general corporate purposes,
including development, acquisition or capital improvement of its stores and
operations. If the Merger is consummated, the Company may use a portion of the
net proceeds from one or more series of the Offered Securities to (i) pay
approximately $880 million of cash merger consideration, (ii) refinance $200
million of indebtedness, including accrued interest and fees relating thereto
and (iii) pay related fees and expenses. The indebtedness to be refinanced
consists of $100.0 million aggregate principal amount of 6.62% Series A Senior
Notes due 2003 and $100.0 million aggregate principal amount of 7.09% Series B
Senior Notes due 2008.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratios of earnings to fixed charges for
the Company and its consolidated subsidiaries for the periods indicated.
<TABLE><CAPTION>
June 30, June 29, June 27, July 3, July 2, April 9, April 8,
1990 1991 1992 1993 1994 1994 1995
(52 weeks) (52 weeks) (52 weeks) (53 weeks) (52 weeks) (40 weeks) (40 weeks)
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges . . 4.59 5.08 4.09 3.20 2.91 2.77 2.03
</TABLE>
For purposes of computing the ratio of earnings to fixed charges, "earnings"
consist of income before income taxes and extraordinary loss on extinguishment
of debt, plus fixed charges. "Fixed charges" consist of interest expense,
amortization of deferred financing costs and one-third of rental expense (the
portion deemed representative of the interest factor).
DESCRIPTION OF THE DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
being offered (the "Offered Debt Securities"), the extent, if any, to which such
general provisions may apply to the Offered Securities and any modifications of
or additions to the general terms of the Debt Securities applicable in the case
of the Offered Debt Securities will be described in the Prospectus Supplement
relating to such Debt Securities.
The Senior Debt Securities are to be issued under an indenture to be dated
as of a date prior to the first issuance of Senior Debt Securities, as
supplemented from time to time (the "Senior Indenture"), between the Company and
_____________ ("____________"), as Trustee, and the Subordinated Debt Securities
are to be issued under an indenture to be dated as of a date prior to the first
issuance of Subordinated Debt Securities, as supplemented from time to time (the
"Subordinated Indenture"), between the Company and _____________
("_____________"), as Trustee. The term "Trustee" as used herein shall refer to
either _____________ or _____________, as appropriate, for Senior Debt
Securities or Subordinated Debt Securities. The form of the Senior Indenture and
the form of the Subordinated Indenture (being referred to herein collectively as
the "Indentures" and individually as an "Indenture") are filed as exhibits to
the Registration Statement. The Indentures are subject to and governed by the
Trust Indenture Act of 1939, as amended (the "TIA"). The statements made under
this heading relating to the Debt Securities and the Indentures are summaries of
the provisions thereof, do not purport to be complete and are qualified in their
entirety by reference to the Indentures, including the definitions of certain
terms therein and in the TIA. Certain capitalized terms used below but not
defined herein have the meanings ascribed to them in the applicable Indenture.
The Debt Securities may be guaranteed by one or more of the Company's
subsidiaries (the "Subsidiary Guarantors").
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General
The Debt Securities will be direct, unsecured obligations of the Company.
The indebtedness represented by the Senior Debt Securities will rank equally
with all other unsecured and unsubordinated indebtedness of the Company. The
indebtedness represented by the Subordinated Debt Securities will be
subordinated in right of payment to the prior payment in full of the Senior
Indebtedness of the Company (including the Senior Debt Securities) as described
under "Subordination" below. The Indentures provide that the Debt Securities may
be issued without limit as to aggregate principal amount, in one or more series,
in each case as established from time to time in or pursuant to authority
granted by a resolution of the Board of Directors of the Company or as
established in one or more indentures supplemental to the Indenture. All Debt
Securities of one series need not be issued at the same time and, unless
otherwise provided, a series may be reopened, without the consent of the holders
of the Debt Securities of such series, for issuances of additional Debt
Securities of such series.
The Indentures provide that there may be more than one Trustee thereunder,
each with respect to one or more series of Debt Securities. Any Trustee under
the Indentures may resign or be removed with respect to one or more series of
Debt Securities, and a successor Trustee may be appointed to act with respect to
such series. In the event that two or more persons are acting as Trustee with
respect to different series of Debt Securities, each such Trustee shall be a
Trustee of a trust under the Indenture separate and apart from the trust
administered by any other Trustee, and, except as otherwise indicated herein,
any action described herein to be taken by the Trustee may be taken by each such
Trustee with respect to, and only with respect to, the one or more series of
Debt Securities for which it is Trustee under the applicable Indenture.
The accompanying Prospectus Supplement will set forth the terms of the
Offered Debt Securities, which may include the following:
(1) The title of the Offered Debt Securities and whether they are Senior
Debt Securities or Subordinated Debt Securities.
(2) The aggregate principal amount of the Offered Debt Securities and any
limit on the aggregate principal amount of the Offered Debt Securities of
such series.
(3) The percentage of the principal amount at which the Offered Debt
Securities will be issued and, if other than the principal amount thereof,
the portion of the principal amount thereof payable upon declaration of
acceleration of the maturity or upon redemption thereof or the method by
which such portion shall be determined.
(4) The date or dates on which or periods during which the Offered Debt
Securities may be issued, and the date or dates, or the method by which such
date or dates will be determined, on which the principal of (and premium, if
any, on) the Offered Debt Securities will be payable.
(5) The rate or rates (which may be variable or fixed) at which the
Offered Debt Securities will bear interest, if any, or the method by which
such rate or rates shall be determined, the date or dates from which such
interest, if any, shall accrue or the method by which such date or dates
shall be determined, the interest payment dates on which such interest will
be payable and the record dates, if any, for the interest payable on such
interest payment dates, and the notice, if any, to holders regarding the
determination of interest and the manner of giving such notice, the basis
upon which interest shall be calculated if other than that of a 360-day year
of twelve 30-day months and any conditions or contingencies as to the
payment of interest in cash or otherwise, if any.
(6) The place or places where the principal of (and premium, if any) and
interest on the Offered Debt Securities shall be payable; the extent to
which, or the manner in which, any interest payable on any Global Note (as
defined below) on an interest payment date will be paid, and the manner in
which any principal of, or premium, if any, on, any Global Note will be
paid.
(7) The obligation, if any, of the Company to redeem, repay, purchase or
offer to purchase the Offered Debt Securities pursuant to any mandatory
redemption, sinking fund or analogous provisions or upon other conditions or
at the option of the Holder thereof and the period or periods within which,
or the dates on which, the prices at which and terms and conditions upon
which the Offered Debt Securities shall be redeemed, repaid, purchased or
offered to be purchased, in whole or in part, pursuant to such obligation.
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(8) The right, if any, of the Company to redeem the Offered Debt
Securities at its option and the period or periods within which, or the date
or dates on which, the price or prices at which, and the terms and
conditions upon which Offered Debt Securities may be redeemed, if any, in
whole or in part, at the option of the Company or otherwise.
(9) If the coin or currency in which the Offered Debt Securities shall be
issuable is U.S. dollars, the denominations of the Offered Debt Securities
if other than denominations of $1,000 and any integral multiple thereof.
(10) Whether the Offered Debt Securities are to be issued as original
issue discount securities ("Discount Securities") and the amount of discount
at which such Offered Debt Securities may be issued and, if other than the
principal amount thereof, the portion of the principal amount of Offered
Debt Securities which shall be payable upon declaration of acceleration of
the Maturity thereof upon an Event of Default.
(11) Provisions, if any, for the defeasance or discharge of certain of the
Company's obligations with respect to the Offered Debt Securities.
(12) Whether the Offered Debt Securities are to be issued as registered
securities ("Registered Securities") or bearer securities ("Bearer
Securities") or both, and, if Bearer Securities are issued, whether any
interest coupons appertaining thereto ("Coupons") will be attached thereto,
whether such Bearer Securities may be exchanged for Registered Securities
and the circumstances under which, and the place or places at which, any
such exchanges, if permitted, may be made.
(13) Whether provisions for payment of additional amounts or tax
redemptions shall apply and, if such provisions shall apply, such
provisions; and, if any of the Offered Debt Securities are to be issued as
Bearer Securities, the applicable procedures and certificates relating to
the exchange of temporary Global Notes for definitive Bearer Securities.
(14) If other than U.S. dollars, the currency, currencies or currency
units (the term "currency" as used herein will include currency units,
including European Currency Units ("ECU"), in which the Offered Debt
Securities shall be denominated or in which payment of the principal of (and
premium, if any) and interest on the Offered Debt Securities may be made,
and particular provisions applicable thereto.
(15) If the principal of (and premium, if any) or interest on the Offered
Debt Securities are to be payable, at the election of the Company or a
Holder thereof, in a currency other than that in which the Debt Securities
are denominated or payable without such election, in addition to or in lieu
of the applicable provisions of the Indentures, the period or periods within
which and the terms and conditions upon which, such election may be made and
the time and the manner of determining the exchange rate or rates between
the currency or currencies in which the Offered Debt Securities are
denominated or payable without such election and the currency or currencies
in which the Offered Debt Securities are to be paid if such election is
made.
(16) The date as of which any Offered Debt Securities shall be dated.
(17) If the amount of payments of principal of (and premium, if any) or
interest on the Offered Debt Securities may be determined with reference to
an index, including, but not limited to, an index based on a currency or
currencies other than that in which the Offered Debt Securities are
denominated or payable, or any other type of index, the manner in which such
amounts shall be determined.
(18) If the Offered Debt Securities are denominated or payable in a foreign
currency, any other terms concerning the payment of principal of (and
premium, if any) or any interest on the Offered Debt Securities (including
the currency or currencies of payment thereof).
(19) Any addition to, or modification or deletion of, any Events of
Default, covenants or terms of the subordination provided for in the
applicable Indenture with respect to the Offered Debt Securities.
(20) If any of the Offered Debt Securities are to be issued as Bearer
Securities, (x) whether interest in respect of any portion of a temporary
Debt Security in global form payable in respect of any interest payment date
prior to the exchange of such temporary Offered Debt Security for definitive
Offered Debt Securities shall be paid to any clearing organization with
respect to the portion of such temporary Offered Debt Security held for its
account and, in such event, the terms and conditions (including any
certification requirements) upon which any such interest payment received by
a clearing organization will be credited to the persons entitled to interest
payable on such interest payment date, (y) the terms upon which interests in
such temporary Offered Debt Security in global form may be exchanged for
interests in a permanent Global Note or for definitive Offered Debt
Securities and the terms upon which interests in a permanent
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Global Note, if any, may be exchanged for definitive Offered Debt Securities
and (z) the cities and publications designated for the purposes of giving
notices to holders arc published.
(21) Whether the Offered Debt Securities shall be issued in whole or in
part in the form of one or more Global Notes and, in such case, the
depositary or any common depositary for such Global Notes; and if the
Offered Debt Securities are issuable only as Registered Securities, the
manner in which and the circumstances under which Global Notes representing
Offered Debt Securities may be exchanged for Registered Securities in
definitive form.
(22) The designation, if any, of any depositaries, trustees (other than
the applicable Trustee), paying agents, authenticating agents, security
registrars (other than the Trustee) or other agents with respect to the
Offered Debt Securities.
(23) If the Offered Debt Securities are to be issuable in definitive form
only upon receipt of certain certificates or other documents or upon
satisfaction of certain conditions, the form and terms of such certificates,
documents or conditions.
(24) Whether the Offered Debt Securities will be convertible into shares
of Common Stock and, if so, the terms and conditions, which may be in
addition to or in lieu of the provisions contained in the Indentures, upon
which such Offered Debt Securities will be so convertible, including the
conversion price and the conversion period.
(25) The portion of the principal amount of the Offered Debt Securities
which will be payable upon declaration of acceleration of the maturity
thereof, if other than the principal amount thereof.
(26) The terms of any Securities Warrants being offered with the Offered
Debt Securities.
(27) Any other terms of the Offered Debt Securities not specified in the
Indenture under which such Offered Debt Securities are to be issued.
Each Indenture provides that the aggregate principal amount of Debt
Securities that may be issued thereunder is unlimited. The Debt Securities may
be issued in one or more series thereunder, in each case as authorized from time
to time by the Board of Directors of the Company, or any committee thereof or
any duly authorized officer.
In the event that Discount Securities are issued, the Federal income tax
consequences and other special considerations applicable to such Discount
Securities will be described in the Prospectus Supplement relating thereto.
The general provisions of the Indentures do not contain any provisions that
would limit the ability of the Company or its Subsidiaries to incur indebtedness
or that would afford holders of Debt Securities protection in the event of a
highly leveraged or similar transaction involving the Company or its
Subsidiaries. Reference is made to the accompanying Prospectus Supplement for
information with respect to any deletions from, modifications of or additions,
if any, to the Events of Default of the Company described below that are
applicable to the Offered Debt Securities or any covenants or other provisions
providing event risk or similar protection.
All of the Debt Securities of a series need not be issued at the same time,
and may vary as to interest rate, maturity and other provisions and unless
otherwise provided, a series may be reopened for issuance of additional Debt
Securities of such series.
The Debt Securities of certain series may be issued under the Indentures
upon the exercise of Securities Warrants issued with other Debt Securities or
upon exchange or conversion of exchangeable or convertible Debt Securities. The
specific terms of any such Securities Warrants, the specific terms of exchange
or conversion of any such Debt Securities and the specific terms of the Debt
Securities issuable upon the exercise of any such Securities Warrants or upon
any such exchange or conversion will be described in the Prospectus Supplement
relating to any Debt Securities issued with Securities Warrants or any such
exchangeable or convertible Debt Securities.
Denominations, Registration and Transfer
Unless specified in the Prospectus Supplement, the Debt Securities of any
series shall be issuable only as Registered Securities in denominations of
$1,000 and any integral multiple thereof and shall be payable only in U.S.
dollars. The Indentures also provide that Debt Securities of a series may be
issuable in global form. See "Book-Entry Debt Securities."
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Unless otherwise indicated in the Prospectus Supplement, Bearer Securities
(other than in global form) will have Coupons attached.
Registered Securities of any series will be exchangeable for other
Registered Securities of the same series of like aggregate principal amount and
of like Stated Maturity and with like terms and conditions. If so specified in
the Prospectus Supplement, at the option of the Holder thereof, to the extent
permitted by law, any Bearer Security of any series which by its terms is
registrable as to principal and interest may be exchanged for a Registered
Security of such series of like aggregate principal amount and of a like Stated
Maturity and with like terms and conditions, upon surrender of such Bearer
Security at the corporate trust office of the applicable Trustee or at any other
office or agency of the Company designated for the purpose of making any such
exchanges. Subject to certain exceptions, any Bearer Security issued with
Coupons surrendered for exchange must be surrendered with all unmatured Coupons
and any matured Coupons in default attached thereto.
Notwithstanding the foregoing, the exchange of Bearer Securities for
Registered Securities will be subject to the provisions of United States income
tax laws and regulations applicable to Debt Securities in effect at the time of
such exchange.
Except as otherwise specified in the Prospectus Supplement, in no event may
Registered Securities, including Registered Securities received in exchange for
Bearer Securities, be exchanged for Bearer Securities.
Upon surrender for registration of transfer of any Registered Security of
any series at the office or agency of the Company maintained for such purpose,
the Company shall deliver, in the name of the designated transferee, one or more
new Registered Securities of the same series of like aggregate principal amount
of such denominations as are authorized for Registered Securities of such series
and of a like Stated Maturity and with like terms and conditions. No service
charge will be made for any transfer or exchange of Debt Securities, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Company shall not be required (i) to register, transfer or exchange Debt
Securities of any series during a period beginning at the opening of business 15
days before the day of the transmission of a notice of redemption of Debt
Securities of such series selected for redemption and ending at the close of
business on the day of such transmission, or (ii) to register, transfer or
exchange any Debt Security so selected for redemption in whole or in part,
except the unredeemed portion of any Debt Security being redeemed in part.
Events of Default
Under the Indentures, "Event of Default" with respect to the Debt Securities
of any series means any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law, pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body): (1) default in the payment of any interest upon any Debt Security or any
payment with respect to the Coupons, if any, of such series when it becomes due
and payable. and continuance of such default for a period of 30 days; (2)
default in the payment of the principal of (and premium, if any, on) any Debt
Security of such series at its Maturity; (3) default in the deposit of any
sinking fund payment, when and as due by the terms of a Debt Security of such
series; (4) default in the performance, or breach of any covenant or warranty in
the applicable Indenture (other than a covenant or warranty a default in whose
performance or whose breach is elsewhere specifically dealt with or which
expressly has been included in the applicable Indenture solely for the benefit
of Debt Securities of a series other than such series), and continuance of such
default or breach for a period of 60 days after there has been given to the
Company by the applicable Trustee or to the Company and the applicable Trustee
by the holders of at least 25% in principal amount of the outstanding Debt
Securities of such series, a written notice specifying such default or breach
and requiring it to be remedied; (5) certain events of bankruptcy, insolvency or
reorganization with respect to the Company; or (6) any other Event of Default
provided with respect to Debt Securities of that series.
Each Indenture requires the Company to file with the applicable Trustee,
annually, an officers' certificate as to the Company's compliance with all
conditions and covenants under the applicable Indenture. Each Indenture provides
that the applicable Trustee may withhold notice to the holders of a series of
Debt Securities of any default (except payment defaults on such Debt Securities)
if it considers such withholding to be in the interest of the holders of such
series of Debt Securities to do so.
If an Event of Default with respect to Debt Securities of any series at the
time outstanding occurs and is continuing, then in every case the applicable
Trustee or the holders of not less than 25% in principal amount of the
outstanding Debt
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Securities of such series may declare the principal amount (or, if any Debt
Securities of such series are Discount Securities, such portion of the principal
amount of such Discount Securities as may be specified in the terms of such
Discount Securities) of the Debt Securities of such series to be due and payable
immediately, by a notice in writing to the Company (and to the applicable
Trustee if given by holders), and upon any such declaration such principal
amount (or specified amount), plus accrued and unpaid interest (and premium, if
any) shall become immediately due and payable. Upon payment of such amount in
the currency in which such Debt Securities are denominated (except as otherwise
provided in the applicable Indenture or specified in the Prospectus Supplement),
all obligations of the Company in respect of the payment of principal of the
Debt Securities of such series shall terminate.
Subject to the provisions of each Indenture relating to the duties of the
applicable Trustee, in case an Event of Default with respect to Debt Securities
of a particular series shall occur and be continuing, the applicable Trustee
shall be under no obligation to exercise any of its rights or powers under such
Indenture at the request, order or direction of any of the holders of Debt
Securities of that series, unless such holders shall have offered to the
applicable Trustee reasonable indemnity against the expenses and liabilities
which might be incurred by it in compliance with such request. Subject to such
provisions for the indemnification of the applicable Trustee, the holders of a
majority in principal amount of the outstanding Debt Securities of such series
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the applicable Trustee under such
Indenture, or exercising any trust or power conferred on the applicable Trustee
with respect to the Debt Securities of that series.
At any time after such a declaration of acceleration with respect to Debt
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the applicable Trustee as provided
in the Indentures, the holders of a majority in principal amount of the
outstanding Debt Securities of such series, by written notice to the Company and
the applicable Trustee, may rescind and annul such declaration and its
consequences, subject to any terms or conditions specified in the applicable
Prospectus Supplement.
Merger or Consolidation
Each Indenture provides that the Company may not consolidate with or merge
with or into or wind up into (whether or not the Company is the surviving
corporation) or sell, assign, convey, transfer or lease its properties and
assets substantially as an entirety to any Person, unless (1) the corporation
formed by such consolidation or into which the Company is merged or the Person
which acquires by conveyance or transfer, or which leases, the properties and
assets of the Company substantially as an entirety (the "successor corporation")
is a corporation organized and existing under the laws of the United States or
any State or territory thereof or the District of Columbia and expressly assumes
by a supplemented indenture the due and punctual payment of the principal of
(and premium, if any) and interest on all the Debt Securities and Coupons, if
any, issued under the applicable Indenture and the performance of every covenant
in the applicable Indenture on the part of the Company to be performed or
observed; (2) immediately after giving effect to such transaction, no Event of
Default under the applicable Indenture, and no event which, after notice or
lapse of time, or both, would become such an Event of Default, shall have
happened and be continuing; (3) the Company has delivered to the applicable
Trustee an officers' certificate and an opinion of counsel each stating that
such consolidation, merger, conveyance, transfer or lease and such supplemental
indenture comply with the applicable Indenture provisions and that all
conditions precedent therein provided for relating to such transaction have been
complied with and (4) such other conditions as may be specified in the
applicable Prospectus Supplement.
Modification or Waiver
Without prior notice to or consent of any holders, the Company, the
Subsidiary Guarantors, if any, and the applicable Trustee, at any time and from
time to time, may modify the applicable Indenture for any of the following
purposes: (1) to evidence the succession of another corporation to the rights of
the Company or any Subsidiary Guarantor and the assumption by such successor of
the covenants and obligations of the Company or such Subsidiary Guarantors, as
the case may be, in the applicable Indenture and in the Debt Securities and
Coupons, if any, issued thereunder in accordance with the terms of the
applicable Indenture; (2) to add to the covenants of the Company for the benefit
of the holders of all or any series of Debt Securities and the Coupons, if any,
appertaining thereto (and if such covenants are to be for the benefit of less
than all series, stating that such covenants are expressly being included solely
for the benefit of such series), or to surrender any right or power conferred in
the applicable Indenture upon the Company; (3) to add any additional Events of
Default (and if such Events of Default are to be applicable to less than all
series, stating that such Events of Default are expressly being included
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solely to be applicable to such series); (4) to add or change any of the
provisions of the applicable Indenture to such extent as shall be necessary to
permit or facilitate the issuance thereunder of Debt Securities of any series in
bearer form, registrable or not registrable, and with or without Coupons, to
permit Bearer Securities to be issued in exchange for Registered Securities, to
permit Bearer Securities to be issued in exchange for Bearer Securities of other
authorized denominations or to permit the issuance of Debt Securities of any
series in uncertificated form, provided that any such action shall not adversely
affect the interests of the holders of Debt Securities of any series or any
related Coupons in any material respect; (5) to change or eliminate any of the
provisions of the applicable Indenture, provided that any such change or
elimination will become effective only when there is no outstanding Debt
Security issued thereunder or Coupon of any series created prior to such
modification which is entitled to the benefit of such provision and as to which
such modification would apply; (6) to secure the Debt Securities issued
thereunder or to provide that any of the Company's or any Subsidiary Guarantor's
obligations under the Debt Securities or the applicable Indenture shall be
guaranteed; (7) to supplement any of the provisions of the applicable Indenture
to such extent as is necessary to permit or facilitate the defeasance and
discharge of any series of Debt Securities, provided that any such action will
not adversely affect the interests of the holders of Debt Securities of such
series or any other series of Debt Securities issued under such Indenture or any
related Coupons in any material respect; (8) to establish the form or terms of
Debt Securities and Coupons, if any, as permitted by the applicable Indenture;
(9) to evidence and provide for the acceptance of appointment thereunder by a
successor Trustee with respect to one or more series of Debt Securities and to
add to or change any of the provisions of the applicable Indenture as is
necessary to provide for or facilitate the administration of the trusts
thereunder by more than one Trustee; or (10) to cure any ambiguity, to correct
or supplement any provision in the applicable Indenture which may be defective
or inconsistent with any other provision therein, to eliminate any conflict
between the terms of the applicable Indenture and the Debt Securities issued
thereunder and the TIA or to make any other provisions with respect to matters
or questions arising under the applicable Indenture which will not be
inconsistent with any provision of the applicable Indenture; provided such other
provisions shall not adversely affect the interests of the holders of
outstanding Debt Securities or Coupons, if any, of any series created thereunder
prior to such modification in any material respect.
With the written consent of the holders of not less than a majority in
principal amount of the outstanding Debt Securities of each series affected by
such modification voting separately, the Company, each applicable Subsidiary
Guarantor and the applicable Trustee may modify the applicable Indenture for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the applicable Indenture or of modifying in any manner the
rights of the holders of Debt Securities and Coupons, if any, under the
applicable Indenture; provided, however, that such modifications may not
conflict with the required provisions of the TIA and will be made in the manner
specified in the applicable Prospectus Supplement.
A modification which changes or eliminates any covenant or other provision
of the applicable Indenture with respect to one or more particular series of
Debt Securities and Coupons, if any, or which modifies the rights of the holders
of Debt Securities and Coupons of such series with respect to such covenant or
other provision, shall be deemed not to affect the rights under the applicable
Indenture of the holders of Debt Securities and Coupons, if any, of any other
series.
Each of the Indentures provides that the holders of a majority in aggregate
principal amount of the then outstanding Debt Securities of any series by notice
to the relevant Trustee may on behalf of the holders of the Debt Securities of
such series waive any Default or Event of Default and its consequences under the
applicable Indenture except a continuing Default or Event of Default in the
payment of interest on, premium, if any, or the principal of, any such Debt
Security held by a non-consenting holder.
Subordination
Upon any distribution of assets of the Company upon the dissolution, winding
up, liquidation or reorganization of the Company, the payment of the principal
of (and premium, if any) and interest on the Subordinated Debt Securities will
be subordinated to the extent provided in the Subordinated Indenture or as
described in the applicable Prospectus Supplement in right of payment to the
prior payment in full of all Senior Indebtedness, including Senior Debt
Securities, but the obligation of the Company to make payment of principal (and
premium, if any) or interest on the Subordinated Debt Securities will not
otherwise be affected. No payment on account of principal (and premium, if any)
or interest may be made on the Subordinated Debt Securities at any time when
there is a default in the payment of principal (and premium, if any), interest
or certain other obligations on Senior Indebtedness. In addition, the Prospectus
Supplement for each series of Subordinated Debt Securities may provide that
payments on account of principal (any premium, if any) or interest in respect of
such Subordinated Debt
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Securities may be delayed or not paid under the circumstances and for the
periods specified in such Prospectus Supplement. In the event that,
notwithstanding the foregoing, any payment by the Company described in the
foregoing sentence is received by the Trustee under the Subordinated Indenture
or the holders of any of the Subordinated Debt Securities before all Senior
Indebtedness is paid in full, such payment or distribution shall be paid over to
the holders of such Senior Indebtedness or on their behalf for application to
the payment of all such Senior Indebtedness remaining unpaid until all such
Senior Indebtedness shall have been paid in full, after giving effect to any
concurrent payment or distribution to the holders of such Senior Indebtedness.
Subject to payment in full of Senior Indebtedness, the holders of the
Subordinated Debt Securities will be subrogated to the rights of the holders of
the Senior Indebtedness to the extent of payments made to the holders of such
Senior Indebtedness out of the distributive share of the Subordinated Debt
Securities.
By reason of such subordination, in the event of a distribution of assets
upon insolvency, certain general creditors of the Company may recover more,
ratably, than holders of the Subordinated Debt Securities. The Subordinated
Indenture provides that the subordination provisions thereof shall not apply to
money and securities held in trust pursuant to the satisfaction and discharge
and the legal defeasance provisions of the Subordinated Indenture.
Any guarantees of Subordinated Debt Securities will be subordinated in right
of payment to Senior Indebtedness of such Subsidiary Guarantor on terms
substantially similar to the subordination of the obligations of the Company
under the Subordinated Debt Securities to Senior Indebtedness of the Company.
If this Prospectus is being delivered in connection with the offering of a
series of Subordinated Debt Securities, the accompanying Prospectus Supplement
or the information incorporated by reference therein will set forth the
approximate amount of Senior Indebtedness outstanding as of a recent date.
"Senior Indebtedness" with respect to any series of Subordinated Debt Securities
shall have the meaning specified in the applicable Prospectus Supplement for
such series.
Discharge, Legal Defeasance and Covenant Defeasance
The applicable Indenture with respect to the Debt Securities of any series
may be discharged, subject to certain terms and conditions as specified in the
applicable Prospectus Supplement when either (A) all Debt Securities and the
Coupons, if any, of such series have been delivered to the applicable Trustee
for cancellation, (B) all Debt Securities and the Coupons, if any, of such
series not theretofore delivered to the applicable Trustee for cancellation (i)
have become due and payable, (ii) will become due and payable at their Stated
Maturity within one year or (iii) are to be called for redemption within one
year or (C) certain events or conditions occur as specified in the applicable
Prospectus Supplement. In addition, each series of Debt Securities may provide
additional terms or conditions for the discharge or defeasance of some or all of
the obligations of the Company or any Subsidiary Guarantor, in each case as may
be specified in the applicable Prospectus Supplement.
If provision is made for the defeasance of Debt Securities of a series, and
if the Debt Securities of such series are Registered Securities and denominated
and payable only in U.S. dollars, then the provisions of each Indenture relating
to defeasance shall be applicable except as otherwise specified in the
Prospectus Supplement for Debt Securities of such series. Defeasance provisions,
if any, for Debt Securities denominated in a foreign currency or currencies or
for Bearer Securities may be specified in the Prospectus Supplement.
At the Company's option, either (a) the Company shall be deemed to have been
discharged from its obligations with respect to Debt Securities of any series
("legal defeasance option") or (b) the Company shall cease to be under any
obligation to comply with certain provisions of the applicable Indenture with
respect to the certain covenants, if any, specified in the applicable Prospectus
Supplement with respect to Debt Securities of any series ("covenant defeasance
option") at any time after the conditions set forth in the applicable Prospectus
Supplement have been satisfied.
Payment and Paying Agents
If Debt Securities of a series are issuable only as Registered Securities,
the Company will maintain in each Place of Payment for such series an office or
agency where Debt Securities of that series may be presented or surrendered for
payment, where Debt Securities of that series may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Debt Securities of that series and the applicable
Indenture may be served.
If Debt Securities of a series are issuable as Bearer Securities, the
Company will maintain or cause to be maintained (A) in the Borough of Manhattan,
The City and State of New York, an office or agency where any Registered
Securities of that series may be presented or surrendered for payment, where any
Registered Securities of that series may be surrendered
13
<PAGE>
for registration of transfer, where Debt Securities of that series may be
surrendered for exchange or redemption and where notices and demands to or upon
the Company in respect of the Debt Securities of that series and the applicable
Indenture may be served and where Bearer Securities of that series and related
Coupons may be presented or surrendered for payment in the circumstances
described in the following paragraph (and not otherwise), (B) subject to any
laws or registration applicable thereto, in a Place of Payment for that series
which is located outside the United States, an office or agency where Debt
Securities of that series and related Coupons may be presented and surrendered
for payment (including payment of any additional amounts payable on Debt
Securities of that series, if so provided in such series; provided, however,
that if the Debt Securities of that series are listed on The Stock Exchange of
the United Kingdom and the Republic of Ireland, the Luxembourg Stock Exchange or
any other stock exchange located outside the United States and such stock
exchange shall so require, the Company will maintain a Paying Agent for the Debt
Securities of that series in London, Luxembourg or any other required city
located outside the United States, as the case may be, so long as the Debt
Securities of that series are listed on such exchange, and (C) subject to any
laws or regulations applicable thereto, in a Place of Payment for that series
located outside the United States an office or agency where any Registered
Securities of that series may be surrendered for registration of transfer, where
Debt Securities of that series may be surrendered for exchange or redemption and
where notices and demands to or upon the Company in respect of the Debt
Securities of that series and the applicable Indenture may be served. The
Company will give prompt written notice to the applicable Trustee of the
locations, and any change in the locations, of such offices or agencies. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the applicable Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
corporate trust office of the applicable Trustee, except that Bearer Securities
of that series and the related coupons may be presented and surrendered for
payment at the offices specified in the applicable Debt Security and the Company
has appointed the applicable Trustee (or in the case of Bearer Securities may
appoint such other agent as may be specified in the applicable Prospectus
Supplement) as its agent to receive all presentations, surrenders, notices and
demands.
No payment of principal, premium or interest on Bearer Securities shall be
made at any office or agency of the Company in the United States or by check
mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, that, if
the Debt Securities of a series are denominated and payable in U.S. dollars,
payment of principal of and any premium and interest on Debt Securities of such
series, if specified in the applicable Prospectus Supplement, shall be made at
the office of the Company's Paying Agent in the Borough of Manhattan, the City
and State of New York, if (but only if) payment in U.S. dollars of the full
amount of such principal, premium, interest or additional amounts, as the case
may be, at all offices or agencies outside the United States maintained for the
purpose by the Company in accordance with the applicable Indenture is illegal or
effectively precluded by exchange controls or other similar restrictions.
Book-Entry Debt Securities
The Debt Securities of a series may be issued in whole or in part in global
form that will be deposited with, or on behalf of, a depositary identified in
the Prospectus Supplement. Global Notes may be issued in either registered or
bearer form and in either temporary or permanent form (each a "Global Note").
Conversion Rights
The terms and conditions, if any, upon which Debt Securities being offered
are convertible into Common Stock will be set forth in the Prospectus Supplement
relating thereto. Such terms will include the conversion price, the conversion
period, provisions as to whether conversion will be at the option of the Holder
or the Company, the events requiring an adjustment of the conversion price and
provisions affecting conversion in the event of the redemption of such Debt
Securities.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 100,000,000 shares
of Common Stock, par value $.01 per share, of which 78,097,741 were outstanding
as of April 8, 1995. The Company is not authorized to issue preferred stock.
Upon the consummation of the Merger, the authorized capital stock of the Company
will consist of 60,000,000 shares of Common Stock, par value $.01 per share, of
which 25,000,000 shares of Common Stock will be outstanding and 10,000,000
shares of Common Stock will be reserved for issuance upon the exercise of the
Warrants. Although the Common Stock is currently traded on the Nasdaq National
Market, the Company anticipates that it will seek to have the Common Stock
delisted.
14
<PAGE>
Voting Rights. The holders of the Common Stock are entitled to one vote per
share on all matters submitted for action by the shareholders. There is no
provision for cumulative voting with respect to the election of directors.
Accordingly, the holders of more than 50% of the shares of Common Stock can, if
they choose to do so, elect all of the directors. In such event, the holders of
the remaining shares will not be able to elect any directors.
Dividend Rights. All shares of Common Stock are entitled to share equally in
such dividends as the Board of Directors may declare from sources legally
available therefor.
Liquidation Rights. Upon liquidation or dissolution of the Company, whether
voluntary or involuntary, all shares of Common Stock are entitled to share
equally in the assets available for distribution to shareholders after payment
of all prior obligations of the Company.
Other Matters. The holders of the Common Stock have no preemptive rights.
All outstanding shares of Common Stock are, and the Common Stock offered hereby
will be, fully paid and non-assessable.
DESCRIPTION OF SECURITIES WARRANTS
The Company may issue Securities Warrants for the purchase of Debt
Securities or Common Stock. Securities Warrants may be issued independently or
together with Debt Securities or Common Stock offered by any Prospectus
Supplement and may be attached to or separate from any such Offered Securities.
Each series of Securities Warrants will be issued under a separate warrant
agreement (a "Securities Warrant Agreement") to be entered into between the
Company and a bank or trust company, as warrant agent (the "Securities Warrant
Agent"), all as set forth in the Prospectus Supplement relating to the
particular issue of Securities Warrants. The Securities Warrant Agent will act
solely as an agent of the Company in connection with the Securities Warrants and
will not assume any obligation or relationship of agency or trust for or with
any holders of Securities Warrants or beneficial owners of Securities Warrants.
The following summary of certain provisions of the Securities Warrants does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to, all provisions of the Securities Warrant Agreements.
Reference is made to the Prospectus Supplement relating to the particular
issue of Securities Warrants offered thereby for the terms of such Securities
Warrants, including, where applicable: (i) the designation, aggregate principal
amount, currencies, denominations, and terms of the series of Debt Securities
purchasable upon exercise of Debt Warrants and the price at which such Debt
Securities may be purchased upon such exercise; (ii) the number of shares of
Common Stock purchasable upon the exercise of Common Stock Warrants and the
price at which such number of shares of Common Stock may be purchased upon such
exercise; (iii) the date on which the right to exercise such Securities Warrants
shall commence and the date on which such right shall expire (the "Expiration
Date"); (iv) United States Federal income tax consequences applicable to such
Securities Warrants; and (v) any other terms of such Securities Warrants. Common
Stock Warrants will be offered and exercisable for U.S. dollars only. Securities
Warrants will be issued in registered form only. The exercise price for
Securities Warrants will be subject to adjustment in accordance with the
applicable Prospectus Supplement.
Each Securities Warrant will entitle the holder thereof to purchase such
principal amount of Debt Securities or such number of shares of Common Stock at
such exercise price as shall in each case be set forth in, or calculable from,
the Prospectus Supplement relating to the Securities Warrants, which exercise
price may be subject to adjustment upon the occurrence of certain events as set
forth in such Prospectus Supplement. After the close of business on the
Expiration Date (or such later date to which such Expiration Date may be
extended by the Company), unexercised Securities Warrants will become void. The
place or places where, and the manner in which, Securities Warrants may be
exercised shall be specified in the Prospectus Supplement relating to such
Securities Warrants.
Prior to the exercise of any Securities Warrants to purchase Debt Securities
or Common Stock, holders of such Securities Warrants will not have any of the
rights of holders of the Debt Securities or Common Stock, as the case may be,
purchasable upon such exercise, including the right to receive payments of
principal of, premium, if any, or interest, if any, in the Debt Securities
purchasable upon such exercise or to enforce covenants in the applicable
Indenture, or to receive payments of dividends, if any, on the Common Stock
purchasable upon such exercise, or to exercise any applicable right to vote.
15
<PAGE>
PLAN OF DISTRIBUTION
The Company may sell the Offered Securities to which this Prospectus relates
to or for resale to the public through one or more underwriters, acting alone or
in underwriting syndicates led by one or more managing underwriters, and also
may sell such Offered Securities directly to other purchasers or dealers or
through agents.
The distribution of Offered Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed from
time to time, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, or at negotiated prices. Each Prospectus
Supplement will describe the method of distribution of the Offered Securities.
In connection with the sale of Offered Securities, such underwriters,
dealers, and agents may receive compensation from the Company, or from
purchasers of Offered Securities for whom they may act as agents, in the form of
discounts, concessions, or commissions. Underwriters, dealers, and agents that
participate in the distribution of Offered Securities and, in certain cases,
direct purchasers from the Company, may be deemed to be "underwriters" and any
discounts or commissions received by them and any profit on the resale of
Offered Securities by them may be deemed to be underwriting discounts and
commissions under the Securities Act. Any such underwriters, dealers, or agents
will be identified and any such compensation will be described in the applicable
Prospectus Supplement.
Under agreements which may be entered into by the Company, underwriters,
dealers, and agents who participate in the distribution of Offered Securities
may be entitled to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act. The place and time of delivery
for Offered Debt Securities in respect of which this Prospectus is delivered
will be set forth in the applicable Prospectus Supplement.
LEGAL MATTERS
The validity of the Offered Securities will be passed upon for the Company
by Sirote & Permutt, P.C., Birmingham, Alabama, and for any underwriters by
counsel to be specified in the accompanying Prospectus Supplement. As of May 25,
1995, lawyers of Sirote & Permutt, P.C. who have participated in the preparation
of the Registration Statement of which this Prospectus is a part and/or serve
as members of the Board of Directors of the Company beneficially own 49,915
shares of Common Stock of the Company individually or in various fiduciary
capacities. Although other members of the firm may also own securities of the
Company, no inquiry as to this has been made. As to matters of New York law,
Sirote & Permutt, P.C. will rely on the opinion of Simpson Thacher & Bartlett
(a partnership which includes professional corporations), New York, New York.
INDEPENDENT PUBLIC ACCOUNTANTS
The consolidated financial statements of the Company as of July 2, 1994 and
July 3, 1993 and for each of the three years in the period ended July 2, 1994,
incorporated by reference in the Company's Annual Report on Form 10-K for the
year ended July 2, 1994 have been audited by Arthur Andersen LLP, independent
public accountants as indicated in their report with respect thereto and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon the authority of said firm as
experts in giving said reports.
16
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution:
The estimated expenses in connection with the distribution are as follows:
<TABLE><CAPTION>
---------------------------
Amount to be Paid
<S> <C>
Securities and Exchange Commission Registration Fee . . . . . . . . . . . . . . . . $ 258,625
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . *
Printing and Engraving . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
Trustee Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
---------
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ *
=========
</TABLE>
* To be filed by amendment.
Item 15. Indemnification of Directors and Officers.
Section 12 of Article II of the By-Laws of the Company provides that the
Company shall indemnify every officer or director against expenses reasonably
incurred by him in connection with any action, suit or proceeding to which he is
a party by reason of his being or having been a director or officer of the
Company or, at the Company's request, an officer or director of any corporation
of which the Company is a shareholder or creditor, except in the event such
officer or director is adjudged in such action, suit or proceeding to be liable
for negligence or misconduct. In the event of a settlement, the Company shall
indemnify such officer or director in connection with matters covered by the
settlement where the Company is advised by counsel that the officer or director
did not commit a breach of duty.
Sections 10-2B-8.51 and -8.56 of the Alabama Business Corporation Act (the
"ABCA"), allow indemnification by a corporation, under certain circumstances, of
any person who was or is a party (or is threatened to be made a party) to any
threatened, pending or completed claim, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise; provided, that such person acted in good faith
and in a manner he reasonably believed to be, in the case of conduct in his or
her official capacity with the corporation, in its best interests, and, in all
other cases, in or not opposed to its best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. A corporation also has the power under Section 10-2B-8.57 of the
ABCA to purchase and maintain indemnity insurance against such threatened,
pending or completed claim, action, suit or proceeding on behalf of any person
who is or was a director, officer, employee or agent of the corporation, or who
is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise.
II-1
<PAGE>
Item 16. Exhibits
Set forth below is a list of the exhibits included as part of this
Registration Statement:
<TABLE><CAPTION>
Exhibit
Number Description
- --------- --------------------------------------------------------------------------------------------------
<S> <C>
**1 Form of Underwriting Agreement between the Company and the Underwriters.
2.1 Agreement and Plan of Merger dated as of April 20, 1995 between Crimson Acquisition Corp. and
Bruno's, Inc., as amended on May 18, 1995 (incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K dated April 27, 1995 and Exhibit 10.1 to the Current Report on Form
8-KA dated May 30, 1995).
*4.1 Form of Indenture with respect to the Senior Debt Securities.
*4.2 Form of Indenture with respect to the Subordinated Debt Securities.
*4.3 Form of Senior Debt Note (included in Exhibit 4.1).
*4.4 Form of Subordinated Debt Note (included in Exhibit 4.2).
*4.5 Form of Subsidiary Guarantee with respect to Debt Securities (included in Exhibits 4.1 and 4.2).
*4.6 Form of Warrant Agreement for Debt Securities.
*4.7 Form of Warrant Certificate for Debt Securities.
*4.8 Form of Warrant Agreement for Common Stock.
*4.9 Form of Warrant Certificate for Common Stock.
4.10 Note Purchase Agreement dated as of September 1, 1993, between Bruno's, Inc. and the Various
Purchasers Listed on Annex 1, incorporated by reference to Exhibit 10(r) to the Company's Annual
Report on Form 10-K, dated September 29, 1993.
*5.1 Opinion of Sirote & Permutt, P.C.
*5.2 Opinion of Simpson Thacher & Bartlett.
*12 Computation of Earnings to Fixed Charges.
23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Sirote & Permutt, P.C. (included in Exhibit 5.1).
*23.3 Consent of Simpson Thacher & Bartlett (included in Exhibit 5.2).
24 Powers of Attorney (included in the signature pages to this Registration Statement)
*25.1 Form T-1 (Statement of Eligibility of Senior Debt Trustee).
*25.2 Form T-1 (Statement of Eligibility of Subordinated Debt Trustee).
</TABLE>
* To be filed by amendment or incorporated by reference in connection with the
offering of Offered Securities.
** To be filed by a report on Form 8-K pursuant to Regulation S-K, Item 601(b).
Item 17. Undertakings
Each undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
II-2
<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities and Exchange
Act of 1934) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the foregoing provisions, or otherwise, the Registrants
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrants of expenses incurred or paid by a director, officer or controlling
person thereof in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrants will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, on this 12th day of
June 1995.
BRUNO'S, INC.
By /s/ RONALD G. BRUNO
-----------------------
Ronald G. Bruno
Chief Executive Officer and
Chairman of the Board
II-4
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Ronald G. Bruno and Glenn J. Griffin, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as such person might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE><CAPTION>
Signature Title Date
----------------------------------- ---------------------------------------------------------- ----------------
<S> <C> <C>
Chairman Emeritus of the Board of Directors
-----------------------------------
Joseph S. Bruno
/s/ RONALD G. BRUNO Chairman of the Board of Directors and Chief Executive June 12, 1995
-----------------------------------
Ronald G. Bruno Officer (Principal Executive Officer)
/s/ PAUL F. GARRISON President, Chief Operating Officer and Director June 12, 1995
-----------------------------------
Paul F. Garrison
/s/ GLENN J. GRIFFIN Executive Vice President, Chief Financial Officer, June 12, 1995
-----------------------------------
Glenn J. Griffin Treasurer, Assistant Secretary and Director (Principal
Financial and Accounting Officer)
/s/ KENNETH J. BRUNO Executive Vice President and Director June 12, 1995
-----------------------------------
Kenneth J. Bruno
Director
-----------------------------------
Judy M. Merritt
/s/ RICHARD COHN Director June 12, 1995
-----------------------------------
Richard Cohn
/s/ BENNY M. LA RUSSA, JR. Director June 12, 1995
-----------------------------------
Benny M. La Russa, Jr.
/s/ J. MASON DAVIS JR. Director June 12, 1995
-----------------------------------
J. Mason Davis Jr.
Director
-----------------------------------
Bart Starr
</TABLE>
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, on this 12th day of
June 1995.
A.F. STORES, INC.
By /s/ RONALD G. BRUNO
-----------------------
Ronald G. Bruno
President and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Ronald G. Bruno and Glenn J. Griffin and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as such person might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE><CAPTION>
Signature Title Date
----------------------------------- ---------------------------------------------------------- ----------------
<S> <C> <C>
/s/ RONALD G. BRUNO Chairman of the Board of Directors and President June 12, 1995
-----------------------------------
Ronald G. Bruno (Principal Executive Officer)
/s/ GLENN J. GRIFFIN Treasurer, Secretary and Director (Principal Financial and June 12, 1995
-----------------------------------
Glenn J. Griffin Accounting Officer)
/s/ KENNETH J. BRUNO Vice President and Director June 12, 1995
-----------------------------------
Kenneth J. Bruno
</TABLE>
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, on this 12th day of
June 1995.
BR AIR, INC.
By /s/ RONALD G. BRUNO
-----------------------
Ronald G. Bruno
President and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Ronald G. Bruno and Glenn J. Griffin, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as such person might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE><CAPTION>
Signature Title Date
----------------------------------- ---------------------------------------------------------- ----------------
<S> <C> <C>
/s/ RONALD G. BRUNO Chairman of the Board of Directors and President June 12, 1995
----------------------------------
Ronald G. Bruno (Principal Executive Officer)
/s/ GLENN J. GRIFFIN Treasurer, Secretary and Director (Principal Financial and June 12, 1995
-----------------------------------
Glenn J. Griffin Accounting Officer)
/s/ KENNETH J. BRUNO Vice President and Director June 12, 1995
-----------------------------------
Kenneth J. Bruno
</TABLE>
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Birmingham,
State of Alabama, on this 12th day of June 1995.
FOOD MAX OF GEORGIA, INC.
By /s/ RONALD G. BRUNO
-----------------------
Ronald G. Bruno
President and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Ronald G. Bruno and Glenn J.
Griffin and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such
person and in such person's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully and to all intents and
purposes as such person might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE><CAPTION>
Signature Title Date
----------------------------------- ---------------------------------------------------------- ----------------
<S> <C> <C>
/s/ RONALD G. BRUNO Chairman of the Board of Directors and President June 12, 1995
-----------------------------------
Ronald G. Bruno (Principal Executive Officer)
/s/ GLENN J. GRIFFIN Treasurer, Secretary and Director (Principal Financial and June 12, 1995
-----------------------------------
Glenn J. Griffin Accounting Officer)
/s/ KENNETH J. BRUNO Vice President and Director June 12, 1995
-----------------------------------
Kenneth J. Bruno
</TABLE>
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Birmingham,
State of Alabama, on this 12th day of June 1995.
FOOD MAX OF MISSISSIPPI, INC.
By /s/ RONALD G. BRUNO
-----------------------
Ronald G. Bruno
President and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Ronald G. Bruno and Glenn J.
Griffin, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such
person and in such person's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully and to all intents and
purposes as such person might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE><CAPTION>
Signature Title Date
----------------------------------- ---------------------------------------------------------- ----------------
<S> <C> <C>
/s/ RONALD G. BRUNO Chairman of the Board of Directors and President June 12, 1995
-----------------------------------
Ronald G. Bruno (Principal Executive Officer)
/s/ GLENN J. GRIFFIN Treasurer, Secretary and Director (Principal Financial and June 12, 1995
-----------------------------------
Glenn J. Griffin Accounting Officer)
/s/ KENNETH J. BRUNO Vice President and Director June 12, 1995
-----------------------------------
Kenneth J. Bruno
</TABLE>
II-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Birmingham,
State of Alabama, on this 12th day of June 1995.
FOOD MAX OF TENNESSEE, INC.
By /s/ RONALD G. BRUNO
-----------------------
Ronald G. Bruno
President and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Ronald G. Bruno and Glenn J.
Griffin, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such
person and in such person's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully and to all intents and
purposes as such person might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE><CAPTION>
Signature Title Date
----------------------------------- ---------------------------------------------------------- ----------------
<S> <C> <C>
/s/ RONALD G. BRUNO Chairman of the Board of Directors and President June 12, 1995
-----------------------------------
Ronald G. Bruno (Principal Executive Officer)
/s/ GLENN J. GRIFFIN Treasurer, Secretary and Director (Principal Financial and June 12, 1995
-----------------------------------
Glenn J. Griffin Accounting Officer)
/s/ KENNETH J. BRUNO Vice President and Director June 12, 1995
-----------------------------------
Kenneth J. Bruno
</TABLE>
II-10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Birmingham,
State of Alabama, on this 12th day of June 1995.
GEORGIA SALES COMPANY
By /s/ KENNETH J. BRUNO
-----------------------
Kenneth J. Bruno
President and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Ronald G. Bruno and Glenn J.
Griffin, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such
person and in such person's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully and to all intents and
purposes as such person might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE><CAPTION>
Signature Title Date
----------------------------------- ---------------------------------------------------------- ----------------
<S> <C> <C>
/s/ RONALD G. BRUNO Chairman of the Board of Directors June 12, 1995
-----------------------------------
Ronald G. Bruno
/s/ KENNETH J. BRUNO President and Director (Principal Executive Officer) June 12, 1995
-----------------------------------
Kenneth J. Bruno
/s/ GLENN J. GRIFFIN Treasurer and Secretary (Principal Financial and June 12, 1995
-----------------------------------
Glenn J. Griffin Accounting Officer)
/s/ PAUL F. GARRISON Director June 12, 1995
-----------------------------------
Paul F. Garrison
</TABLE>
II-11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Birmingham,
State of Alabama, on this 12th day of June 1995.
BRUNO'S FOOD STORES, INC.
By /s/ KENNETH J. BRUNO
-----------------------
Kenneth J. Bruno
President and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Ronald G. Bruno and Glenn J.
Griffin, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such
person and in such person's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully and to all intents and
purposes as such person might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE><CAPTION>
Signature Title Date
----------------------------------- ---------------------------------------------------------- ----------------
<S> <C> <C>
/s/ RONALD G. BRUNO Chairman of the Board of Directors June 12, 1995
-----------------------------------
Ronald G. Bruno
/s/ KENNETH J. BRUNO President and Director (Principal Executive Officer) June 12, 1995
-----------------------------------
Kenneth J. Bruno
/s/ GLENN J. GRIFFIN Treasurer and Secretary (Principal Financial and June 12, 1995
-----------------------------------
Glenn J. Griffin Accounting Officer)
/s/ PAUL F. GARRISON Director June 12, 1995
-----------------------------------
Paul F. Garrison
</TABLE>
II-12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Birmingham,
State of Alabama, on this 12th day of June 1995.
PWS HOLDING CORPORATION
By /s/ KENNETH J. BRUNO
-----------------------
Kenneth J. Bruno
President and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Ronald G. Bruno and Glenn J.
Griffin, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such
person and in such person's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully and to all intents and
purposes as such person might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE><CAPTION>
Signature Title Date
----------------------------------- ---------------------------------------------------------- ----------------
<S> <C> <C>
/s/ RONALD G. BRUNO Chairman of the Board of Directors June 12, 1995
-----------------------------------
Ronald G. Bruno
/s/ KENNETH J. BRUNO President and Director (Principal Executive Officer) June 12, 1995
-----------------------------------
Kenneth J. Bruno
/s/ GLENN J. GRIFFIN Treasurer and Secretary (Principal Financial and June 12, 1995
-----------------------------------
Glenn J. Griffin Accounting Officer)
/s/ PAUL F. GARRISON Director June 12, 1995
-----------------------------------
Paul F. Garrison
</TABLE>
II-13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Birmingham,
State of Alabama, on this 12th day of June 1995.
SSS ENTERPRISES, INC.
By /s/ KENNETH J. BRUNO
-----------------------
Kenneth J. Bruno
President and
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Ronald G. Bruno and Glenn J.
Griffin, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such
person and in such person's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully and to all intents and
purposes as such person might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE><CAPTION>
Signature Title Date
----------------------------------- ---------------------------------------------------------- ----------------
<S> <C> <C>
/s/ RONALD G. BRUNO Chairman of the Board of Directors June 12, 1995
-----------------------------------
Ronald G. Bruno
/s/ KENNETH J. BRUNO President and Director (Principal Executive Officer) June 12, 1995
-----------------------------------
Kenneth J. Bruno
/s/ GLENN J. GRIFFIN Treasurer and Secretary (Principal Financial and June 12, 1995
-----------------------------------
Glenn J. Griffin Accounting Officer)
/s/ PAUL F. GARRISON Director June 12, 1995
-----------------------------------
Paul F. Garrison
</TABLE>
II-14
<PAGE>
EXHIBIT INDEX
<TABLE><CAPTION>
Exhibit
Number Description
- --------- --------------------------------------------------------------------------------------------------
<S> <C>
**1 Form of Underwriting Agreement between the Company and the Underwriters.
2.1 Agreement and Plan of Merger dated as of April 20, 1995 between Crimson Acquisition Corp. and
Bruno's, Inc., as amended on May 18, 1995 (incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K dated April 27, 1995 and Exhibit 10.1 to the Current Report on Form
8-KA dated May 30, 1995).
*4.1 Form of Indenture with respect to the Senior Debt Securities.
*4.2 Form of Indenture with respect to the Subordinated Debt Securities.
*4.3 Form of Senior Debt Note (included in Exhibit 4.1).
*4.4 Form of Subordinated Debt Note (included in Exhibit 4.2).
*4.5 Form of Subsidiary Guarantee with respect to Debt Securities (included in Exhibits 4.1 and 4.2).
*4.6 Form of Warrant Agreement for Debt Securities.
*4.7 Form of Warrant Certificate for Debt Securities.
*4.8 Form of Warrant Agreement for Common Stock.
*4.9 Form of Warrant Certificate for Common Stock.
4.10 Note Purchase Agreement dated as of September 1, 1993, between Bruno's, Inc. and the Various
Purchasers Listed on Annex 1, incorporated by reference to Exhibit 10(r) to the Company's Annual
Report on Form 10-K, dated September 29, 1993.
*5.1 Opinion of Sirote & Permutt, P.C.
*5.2 Opinion of Simpson Thacher & Bartlett.
*12 Computation of Earnings to Fixed Charges.
23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Sirote & Permutt, P.C. (included in Exhibit 5.1).
*23.3 Consent of Simpson Thacher & Bartlett (included in Exhibit 5.2).
24 Powers of Attorney (included in the signature pages to this Registration Statement)
*25.1 Form T-1 (Statement of Eligibility of Senior Debt Trustee).
*25.2 Form T-1 (Statement of Eligibility of Subordinated Debt Trustee).
</TABLE>
* To be filed by amendment or incorporated by reference in connection with the
offering of Offered Securities.
** To be filed by a report on Form 8-K pursuant to Regulation S-K, Item 601(b).
II-15
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of
our reports dated July 29, 1994 included or incorporated by
reference in Bruno's, Inc. Form 10-K for the fiscal year
ended July 2, 1994 and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
Birmingham, Alabama
June 9, 1995
