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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
Amendment No. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended January 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from ____________to __________
Commission File Number 0-6544
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BRUNO'S, INC.
(Debtor-in-Possession as of February 2, 1998)
(Exact name of registrant as specified in its charter)
ALABAMA 63-0411801
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 LAKESHORE PARKWAY, BIRMINGHAM, ALABAMA 35211
(Address of principal executive office) (zip code)
205-940-9400
(Registrant's telephone number including area code)
------------------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK
$.01 Par Value
The Registrant hereby files this Report on Form 10-K/A to amend its
Annual Report on Form 10-K for the fiscal year ended January 30, 1999 to
include the information required by Part III (Items 10, 11, 12 and 13) in lieu
of incorporation thereof by reference from the Registrant's definitive proxy
statement for its 1999 Annual Meeting of Shareholders.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
MEMBERS OF THE BOARD OF DIRECTORS
The Board of Directors of Bruno's, Inc. (the "Company") consists of
six members, four of whom are associated with Kohlberg Kravis Roberts & Co. L.
P. ("KKR") or its affiliates. SEE "OWNERSHIP OF COMPANY STOCK BY CERTAIN
HOLDERS." The following is a brief description of the business experience for
at least the past five years of the current members of the Board of Directors
of the Company:
JAMES A. DEMME, age 58, has been Chairman of the Board of Directors
and Chief Executive Officer of the Company since September 1997. He was elected
to the position of President of the Company in January 1998. Mr. Demme served
as Chairman, Chief Executive Officer and President of Homeland Stores, Inc., a
supermarket chain headquartered in Oklahoma City, Oklahoma, from November 1994
to September 1997 and as Executive Vice President of Retail Operations of
Scrivner Company, a major food wholesaler and retailer, from May 1991 to
September 1994.
PAUL E. RAETHER, age 52, has been a director of the Company since
August 1995. He is a member of the limited liability company which serves as
the general partner of KKR. Mr. Raether serves as a member of the Board of
Directors of IDEX Corporation, KSL Recreation Group, Inc., and Randall's Food
Markets, Inc.
JAMES H. GREENE, JR., age 48, has been a director of the Company since
August 1995. He is a member of the limited liability company which serves as
the general partner of KKR. Mr. Greene serves as a member of the Board of
Directors of Accuride Corporation, Owens-Illinois, Inc., Owens-Illinois Group,
Inc., Randall's Food Markets, Inc., and Safeway Inc.
RONALD G. BRUNO, age 47, has been a director of the Company since
1983. He served as Chairman of the Board of the Company from December 1991 to
August 1995, Chief Executive Officer of the Company from October 1990 to August
1995 and President of the Company from 1986 to 1994. Mr. Bruno is a member of
the Board of Directors of SouthTrust Bank, N.A., Books-A-Million, Inc., and
Russell Corp.
NILS P. BROUS, age 34, has been a director of the Company since August
1995. He has served as an Executive with KKR since November 1992. Prior to
November 1992, Mr. Brous was an Associate with Goldman, Sachs & Co. He is a
member of the Board of Directors of KinderCare Learning Centers, Inc. and
Randall's Food Markets, Inc.
ROBERT R. ONSTEAD, age 68, has been a director of the Company since
April 1998. He is a co-founder of Randall's Food Markets, Inc., a supermarket
chain headquartered in Houston, Texas. Mr. Onstead has served as Chairman of
the Board of Randall's Food Markets, Inc. for
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all 32 years of its existence. Affiliates of KKR own approximately 62% (on a
fully diluted basis) of the outstanding shares of capital stock of Randall's
Food Markets, Inc.
Directors are elected by the shareholders at each Annual Meeting of
Stockholders and hold office until the next Annual Meeting of Stockholders. The
Company's officers serve at the pleasure of the Board of Directors.
In 1995, Mr. Bruno agreed to serve as a member of the Board of
Directors of the Company through August 18, 1998 (subject to the customary
right of a director to resign). Mr. Bruno's agreement was contained in a
Stockholders Agreement executed in connection with the acquisition of
20,833,333 shares of the Company's Common Stock by affiliates of KKR on August
18, 1995. SEE "OWNERSHIP OF COMPANY STOCK BY CERTAIN HOLDERS." Even though Mr.
Bruno's agreement is no longer in effect, he has continued to serve as a member
of the Board of Directors of the Company.
EXECUTIVE OFFICERS
Certain information concerning the executive officers of the Company
is set forth in Part I of the Company's Annual Report on Form 10-K for the
fiscal year ended January 30, 1999 (the "Form 10-K Report") under the caption
"EXECUTIVE OFFICERS OF THE REGISTRANT." Such information is incorporated herein
by reference. Three of the persons who are identified as executive officers in
the Form 10-K Report were serving as executive officers of the Company when the
Company and its 11 subsidiaries each filed a petition for reorganization under
chapter 11 of title 11 of the United States Code (the "Bankruptcy Code"). See
Part I, Item 1 of the Form 10-K Report under the caption "PROCEEDINGS UNDER
CHAPTER 11 OF THE BANKRUPTCY CODE" and Part I, Item 3 of the Form 10-K Report
under the caption "LEGAL PROCEEDINGS." The existing executive officers who were
serving as executive officers when the Company filed its petition under the
Bankruptcy Code are James A. Demme, Walter M. Grant, and Laura Hayden. Mr.
Demme also was serving as Chairman, Chief Executive Officer and President of
Homeland Stores, Inc. on May 14, 1995 when it filed a petition under chapter 11
of title 11 of the Bankruptcy Code.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who own
more than 10% of a registered class of the Company's equity securities, to file
with the Securities and Exchange Commission initial reports of ownership and
reports of changes in ownership of the Company's Common Stock and other equity
securities of the Company. Officers, directors and greater than 10%
stockholders are required by the regulations of the Securities and Exchange
Commission to furnish the Company with copies of all reports that they file
under Section 16(a). To the Company's knowledge, based solely on a review of
the copies of such reports furnished to the
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Company and written representations that no other reports were required, all
Section 16(a) filing requirements applicable to the Company's officers,
directors and greater than 10% beneficial owners were complied with by such
persons during the fiscal year ended January 30, 1999.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth the compensation paid or accrued during
the fiscal year ended February 1, 1997 (which is referred to in the table as
"Fiscal 1996"), the fiscal year ended January 31, 1998 (which is referred to in
the table as "Fiscal 1997"), and the fiscal year ended January 30, 1999 (which
is referred to in the table as "Fiscal 1998") for the Chairman of the Board and
Chief Executive Officer of the Company and the four most highly compensated
executive officers of the Company (other than the Chief Executive Officer) who
were serving as executive officers of the Company as of January 30, 1999 (the
"Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
---------
Annual Compensation Compensation Awards
----------------------------------- -------------------
Securities
Name and Other Annual Underlying All Other
Principal Position Year Salary ($) (1) Bonus($)(2) Compensation ($)(3) Stock Options (#) Compensation ($) (4)
------------------ ---- -------------- ----------- ------------------- ----------------- --------------------
<S> <C> <C> <C> <C> <C> <C>
James A. Demme (5) Fiscal 1998 $400,010 $ 500,000 -0- -0- $15,791
Chairman of the Board Fiscal 1997 $146,158 $1,200,000 $ 19,280 250,000 $42,997
and Chief Executive Officer
James J. Hagan (6) Fiscal 1998 $275,002 $ 206,252 -0- -0- $ 692
Former Executive Vice Fiscal 1997 $275,002 -0- -0- -0- $ 968
President and Chief Fiscal 1996 $206,251 $ 58,833 $ 79,511 66,667 $36,929
Financial Officer
Walter M. Grant Fiscal 1998 $240,006 $ 156,004 -0- -0- $ 5,592
Senior Vice President, Fiscal 1997 $240,006 -0- -0- -0- $ 3,968
General Counsel Fiscal 1996 $152,311 $ 43,447 $119,882 56,250 $56,453
and Secretary
John Butler (7) Fiscal 1998 $210,002 $ 123,175 -0- -0- $ 3,502
Former Senior Vice Fiscal 1997 $207,579 $ 18,174 $ 7,480 62,500 $49,618
President - Operations
Laura Hayden Fiscal 1998 $190,008 $ 95,004 -0- -0- $ 3,282
Senior Vice President - Fiscal 1997 $190,008 -0- $ 4,143 -0- $21,519
Human Resources Fiscal 1996 $109,613 $ 31,269 $ 59,400 46,875 $56,443
</TABLE>
(1) The amounts in this column reflect compensation for
services provided during a portion of Fiscal 1997 for Mr. Demme and Mr. Butler
and during a portion of Fiscal 1996 for Mr. Hagan, Mr. Grant, and Ms. Hayden.
The Named Executive Officers began employment
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with the Company on the following dates: May 6, 1996 for Mr. Hagan, June 17,
1996 for Mr. Grant, July 8,1996 for Ms. Hayden, February 6, 1997 for Mr.
Butler, and September 19, 1997 for Mr. Demme.
(2) The amounts listed in this column include retention bonuses
paid or accrued by the Company during Fiscal 1998 under the Bruno's, Inc.
Retention Plan. SEE "BRUNO'S, INC. RETENTION PLAN." The amounts listed in this
column also include signing bonuses paid by the Company during Fiscal 1997 to
each of Mr. Demme and Mr. Butler and a signing bonus paid by the Company during
Fiscal 1998 to Mr. Butler. SEE "EMPLOYMENT AGREEMENT WITH JAMES A. DEMME" AND
"EMPLOYMENT AGREEMENTS WITH OTHER NAMED EXECUTIVE OFFICERS."
(3) The amounts in this column include (i) the dollar value of
the difference between the price paid by Mr. Hagan, Mr. Grant and Ms. Hayden
for shares of the Company's Common Stock purchased from the Company during
Fiscal 1996 and the fair market value of such shares on the date of purchase,
(ii) amounts paid by the Company to reimburse Mr. Hagan, Mr. Grant and Ms.
Hayden for taxes on the difference between the price paid by them for shares of
the Company's Common Stock and the fair market value of such shares on the date
of purchase, and (iii) amounts paid by the Company to reimburse the Named
Executive Officers for taxes on the relocation expenses or allowances reported
in the column entitled "All Other Compensation." The amounts in this column do
not include the value of other perquisites and personal benefits provided by
the Company to the Named Executive Officers. The value of the perquisites and
benefits provided to each Named Executive Officer during Fiscal 1998, Fiscal
1997 and Fiscal 1996 did not exceed the lesser of $50,000 or 10% of such Named
Executive Officer's salary plus annual bonus.
(4) The amounts in this column include (i) relocation expenses
or allowances paid by the Company on behalf of each Named Executive Officer,
(ii) the dollar value of insurance premiums paid by the Company for term life
insurance policies providing death benefits to the beneficiaries of the Named
Executive Officers, and (iii) matching contributions made by the Company to the
Named Executive Officers under the Company's Retirement Savings Plan.
(5) Mr. Demme was elected Chairman of the Board and Chief
Executive Officer of the Company on September 19, 1997. SEE "EMPLOYMENT
AGREEMENT WITH JAMES A. DEMME."
(6) Mr. Hagan was elected to the position of Executive Vice
President and Chief Financial Officer of the Company on January 29, 1997. Prior
to January 29, 1997, Mr. Hagan served as Senior Vice President and Chief
Financial Officer of the Company. Mr. Hagan resigned his position with the
Company effective April 9, 1999.
(7) Mr. Butler was elected to the position of Senior Vice
President - Operations of the Company on February 6, 1997. Mr. Butler's
employment with the Company was terminated on January 31, 1999. The Company is
currently paying severance benefits to Mr. Butler. SEE "EMPLOYMENT AGREEMENTS
WITH OTHER NAMED EXECUTIVE OFFICERS."
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STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
No stock options or stock appreciation rights were granted by the
Company to the Named Executive Officers during the fiscal year ended January
30, 1999.
OPTION EXERCISES AND HOLDINGS
No stock options were exercised by the Named Executive Officers during
the fiscal year ended January 30, 1999. The following table contains
information with respect to unexercised options to purchase shares of the
Company's Common Stock held by the Named Executive Officers as of January 30,
1999:
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF SECURITIES UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS OPTIONS AT FISCAL
AT FISCAL YEAR END(#) YEAR END($) (1)
--------------------- ---------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
James A. Demme 25,000 200,000 -0- -0-
James J. Hagan 13,332 53,335 -0- -0-
Walter M. Grant 11,250 45,000 -0- -0-
John Butler 12,500 50,000 -0- -0-
Laura Hayden 9,375 37,500 -0- -0-
</TABLE>
(1) An option is "in-the-money" if the fair market value of the
Company's Common Stock exceeds the exercise price. None of the options held by
the Named Executive Officers were "in-the-money" on January 30, 1999. All of
the options held by the Named Executive Officers have an exercise price of
$12.00 per share. The fair market value of the Company's Common Stock on
January 30, 1999 was $1.08 per share based on trading in the over-the-counter
market. See Part II, Item 5 of the Form 10-K Report under the caption "MARKET
FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS."
COMPENSATION OF DIRECTORS
Members of the Board of Directors who are not employees of the Company
receive an annual retainer from the Company in the amount of $30,000. Directors
do not receive separate fees for attending meetings of the Board of Directors
or for serving on committees of the Board of Directors. Mr. Demme, who is an
employee of the Company, does not receive any additional compensation for
serving on the Board of Directors.
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On April 30, 1997, the Board of Directors adopted the Bruno's, Inc.
Directors' Deferred Compensation Plan (the "Deferred Compensation Plan"). On
May 26, 1998, the Board of Directors voted to suspend the Deferred Compensation
Plan effective as of May 3, 1998. During the period when it was in effect, the
Deferred Compensation Plan permitted non-employee directors to defer all or any
part of the fees that they received for serving on the Board of Directors.
Amounts deferred were credited, at the election of the director, to an unfunded
cash account (the "Cash Account") or to an account under which the director
would receive compensation in the form of shares of the Company's Common Stock
(the "Stock Account"). Amounts credited to the Cash Account accrued interest
based on the Company's average borrowing rate from time to time. Amounts
credited to the Stock Account were converted into the number of shares of the
Company's Common Stock which the amounts would have purchased based on the fair
market value of a share of the Company's Common Stock on the date the amounts
otherwise would have been paid. When an individual ceases to be a director of
the Company, all amounts credited under the Deferred Compensation Plan are paid
in one lump sum or in installments based on the election made by the director.
Amounts credited to a director's Stock Account will be paid, in the Company's
sole discretion, in the form of shares of the Company's Common Stock or in
cash, with the amount of cash to be determined by multiplying the number of
shares in the Stock Account by the then fair market value of a share of the
Company's Common Stock.
Three of the current members of the Board of Directors elected to
participate in the Deferred Compensation Plan for the period commencing on June
1, 1997. The participating directors were Messrs. Raether, Greene, and Brous.
All of such participating directors elected to have all of their fees for
serving on the Board of Directors credited to a Stock Account. For the period
from June 1, 1997 through May 3, 1998, the amounts credited to the Stock
Account of each participating director were converted into the equivalent of
10,212 shares of the Company's Common Stock.
As a result of the suspension of the Deferred Compensation Plan
effective as of May 3, 1998, all of the directors who were participating in the
Deferred Compensation Plan have received their fees for serving on the Board of
Directors in cash since May 3, 1998. The amounts previously credited to the
Stock Accounts of each participating director will continue to be held by the
Company and will be distributed to such participating director on the first day
of the year following such director's retirement or separation from the Board
of Directors.
EMPLOYMENT AGREEMENT WITH JAMES A. DEMME
On September 19, 1997, the Board of Directors of the Company elected
Mr. Demme to the position of Chairman of the Board and Chief Executive Officer
of the Company. In conjunction with his election, Mr. Demme entered into an
Employment Agreement with the Company dated as of September 19, 1997. Mr.
Demme's Employment Agreement was amended on January 31, 1998 and again on July
22, 1998. All references to Mr. Demme's Employment Agreement refer to his
Employment Agreement as so amended.
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The Employment Agreement with Mr. Demme provided that he would receive
a signing bonus of $1,200,000 as soon as practicable after commencement of his
employment with the Company. The Employment Agreement further provided that Mr.
Demme and the Company would enter into a Management Stockholder's Agreement
under which Mr. Demme would purchase the number of shares of Common Stock of
the Company having a current market value equal to $1,000,000. Accordingly, on
September 19, 1997, the Company and Mr. Demme entered into a Management
Stockholder's Agreement under which Mr. Demme purchased 200,000 shares of the
Company's Common Stock at a price of $5.00 per share or an aggregate price of
$1,000,000. In conjunction with the purchase of these shares, the Company made
a loan to Mr. Demme in the amount of $1,000,000 subject to the condition that
the loan would be prepaid in an amount equal to the after-tax proceeds of the
signing bonus paid to Mr. Demme. The after-tax proceeds of the signing bonus
were $625,354, and this amount was paid by Mr. Demme to the Company. Mr. Demme
executed a promissory note in favor of the Company in the original principal
amount of $374,646, which represents the difference between the aggregate
purchase price for the shares of the Company's Common Stock purchased by Mr.
Demme and the after-tax proceeds of Mr. Demme's signing bonus. SEE
"INDEBTEDNESS OF MANAGEMENT." In connection with his purchase of shares of the
Company's Common Stock, the Company granted to Mr. Demme the stock options
described above in the table entitled "FISCAL YEAR-END OPTION VALUES."
Mr. Demme's Employment Agreement provides that he is entitled to
receive an annual base salary of $400,000 and an annual performance bonus with a
target amount equal to not less than 50% of his base salary and a maximum amount
equal to 100% of his base salary. The performance bonus is based on the
satisfaction of performance criteria established by the Board of Directors of
the Company. The Employment Agreement also provided for the Company to pay Mr.
Demme's relocation expenses. The relocation payments made to or on behalf of Mr.
Demme during the fiscal years ended January 31, 1998 and January 30, 1999 are
reported above in the table entitled "SUMMARY COMPENSATION TABLE."
The term of the Employment Agreement for Mr. Demme will terminate on
January 31, 2000 but will be automatically renewed for two years on February 1,
2000 and on each successive anniversary thereof unless the Company notifies Mr.
Demme in writing within the 90-day period prior to expiration of the then term
of the Employment Agreement that the term will not be so renewed. The Company
has the right to terminate Mr. Demme's employment at any time and for any
reason. If Mr. Demme's employment is terminated by the Company without cause or
by Mr. Demme for "good reason," then Mr. Demme will be entitled to receive a
termination amount payable in 24 monthly installments equal to the remaining
base salary owed by the Company to Mr. Demme for the balance of the then term
of the Employment Agreement plus two times the sum of Mr. Demme's annual base
salary plus target bonus as in effect immediately prior to the event giving
rise to such termination. The amount paid to Mr. Demme will be reduced by the
base salary paid to Mr. Demme by a subsequent employer during the last 12
months of the 24-month severance period. Mr. Demme also will be entitled to
receive payment for accrued but unused vacation days and to continued coverage
for 24 months under any employee medical, disability and life insurance plans
in accordance with the terms of such plans. Mr. Demme may terminate his
employment for "good reason" in the event of (i) a material breach by the
Company of any provision of his
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Employment Agreement, including a material reduction by the Company in Mr.
Demme's duties, authority, support or responsibilities, (ii) a decision by the
Company requiring Mr. Demme to perform his duties and responsibilities for the
Company at a location other than Birmingham, Alabama, or (iii) a reduction by
the Company in Mr. Demme's base salary, other than a reduction that is part of
a general salary reduction program affecting at least 90% of the officers of
the Company and not exceeding 10% of Mr. Demme's base salary.
EMPLOYMENT AGREEMENTS WITH OTHER NAMED EXECUTIVE OFFICERS
In addition to the Employment Agreement with Mr. Demme, the Company
also entered into Employment Agreements with each of Messrs. Hagan, Grant, and
Butler and with Ms. Hayden. All of these Employment Agreements were amended on
January 31, 1998 and again on July 22, 1998. These Employment Agreements, as so
amended, are hereinafter referred to as the "Employment Agreements."
The Employment Agreements provide that the executive officer is
entitled to receive a base salary, which may be increased in the reasonable
discretion of the Company, and an annual bonus with a target amount equal to
50% of the executive officer's base salary and a maximum amount equal to 100%
of the executive officer's base salary. The initial base salaries specified in
the Employment Agreements are $275,000 for Mr. Hagan, $240,000 for Mr. Grant,
$210,000 for Mr. Butler, and $190,000 for Ms. Hayden.
The Employment Agreements provide that each executive officer would be
given the opportunity to purchase a specified number of shares of the Company's
Common Stock at a price of $12.00 per share and would be granted options to
purchase additional shares of the Company's Common Stock at an exercise price
of $12.00 per share. Pursuant to the Employment Agreements, the Company sold
25,000 shares of the Company's Common Stock to each of Mr. Hagan and Mr. Grant,
20,833 shares of the Company's Common Stock to Mr. Butler, and 15,625 shares of
the Company's Common Stock to Ms. Hayden. The Company also granted to the
executive officers the stock options described above in the table entitled
"FISCAL YEAR- END OPTION VALUES."
The Employment Agreements also provided for the Company to pay
relocation expenses or allowances for the executive officers and to pay a
signing bonus to Mr. Butler. Mr. Butler's signing bonus was $20,000 (net of
taxes and other required withholdings) and was paid in two equal installments
of $10,000 each (net of taxes and other required withholdings) on February 28,
1997 and February 28, 1998. The relocation payments and Mr. Butler's signing
bonus are reported above in the table entitled "SUMMARY COMPENSATION TABLE."
The term of the Employment Agreement for each executive officer will
terminate on January 31, 2000 but will be automatically renewed for two years
on February 1, 2000 and on each successive anniversary thereof unless the
Company notifies the executive officer in writing within the 90-day period
prior to the expiration of the then term of the Employment Agreement that the
term will not be so renewed. The Company has the right to terminate an
executive officer's employment at any time and for any reason. If an executive
officer's
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employment is terminated by the Company without cause or by the executive
officer for "good reason," then the executive officer is entitled to receive a
severance payment equal to the remaining base salary owed by the Company to the
executive officer for the balance of the then term of the Employment Agreement
plus 12 month's additional base salary plus target bonus as in effect
immediately prior to the event giving rise to such termination. The amount paid
to the executive officer will by reduced by the base salary paid to the
executive officer by a subsequent employer during the last six months of the
12-month severance period. The executive officer also will be entitled to
continued coverage for 12 months under any employee medical, disability and
life insurance plans in accordance with the terms of such plans. An executive
officer may terminate his or her employment for "good reason" in the event of
(i) a material breach by the Company of any provision of the Employment
Agreement, including a demotion by the Company in the executive officer's
position or the assignment to the executive officer of duties or
responsibilities which are materially inconsistent with the duties or
responsibilities contemplated by the Employment Agreement, (ii) a reduction by
the Company in the executive officer's base salary or bonus opportunity, other
than a reduction that is part of a general salary reduction program affecting
all senior executives of the Company and that does not exceed 10% of the
executive officer's base salary, or (iii) a change in the executive officer's
work location to a location other than Birmingham, Alabama.
Mr. Butler's employment with the Company was terminated on January 31,
1999. The Company is making severance payments to Mr. Butler in accordance with
the terms of his Employment Agreement. Mr. Butler has agreed that the Company
may withhold from such severance payments the amount necessary to repay Mr.
Butler's indebtedness to the Company. SEE "INDEBTEDNESS OF MANAGEMENT."
Mr. Hagan voluntarily terminated his employment with the Company
effective April 9, 1999. Mr. Hagan is not receiving severance payments under
his Employment Agreement.
BRUNO'S, INC. RETENTION PLAN
On January 30, 1998, the Compensation Committee of the Board of
Directors of the Company approved and adopted the Bruno's, Inc. Retention Plan
(the "Retention Plan"). The Retention Plan was ratified and approved by the
full Board of Directors on April 23, 1998. The Retention Plan is designed to
supplement temporarily the salaries of key employees of the Company in order to
maintain competitive compensation levels for such employees during their
continued employment with the Company. The Retention Plan will expire on
January 29, 2000, but the Compensation Committee of the Board of Directors may
extend the Retention Plan for an additional year in its sole discretion.
Participants in the Retention Plan are designated by the Compensation
Committee of the Board of Directors. There are currently 18 key employees
participating in the Retention Plan, including the Named Executive Officers
(except for Mr. Hagan and Mr. Butler who are no longer employed by the
Company). Each participant is entitled to receive an annual retention bonus in
an amount equal to a percentage of the participant's annual base salary, but
such percentage may not exceed 125% for any senior officer of the Company and
55% for any
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other key employee of the Company. The bonus percentages specified by the
Compensation Committee for the Named Executive Officers are 125% for Mr. Demme,
75% for Mr. Hagan, 65% for Mr. Grant, and 50% for Mr. Butler and Ms. Hayden.
Each participant who is employed by the Company for the first six months of a
fiscal year is entitled to receive 25% of his or her retention bonus for such
fiscal year. If such participant remains employed for the last six months of
the fiscal year, then such participant is entitled to receive the remaining 75%
of his or her retention bonus for such fiscal year. The bonuses paid or accrued
by the Company under the Retention Plan for the Named Executive Officers for
the fiscal year ended January 30, 1999 are reported above in the tabled
entitled "SUMMARY COMPENSATION TABLE."
The Retention Plan provides that a participant is entitled to receive
a pro rata portion of the full amount of his or her retention bonus for any
fiscal year, less any retention bonus already received for such fiscal year, if
the participant's employment is terminated by the Company without cause or by
the participant for "good reason." A participant may terminate his or her
employment for "good reason" upon the occurrence of any of the following events
with respect to such participant: (i) any reduction in the participant's base
salary or target bonus opportunity; (ii) any material reduction by the Company
of the participant's duties, authority, support or responsibilities (except in
connection with the participant's termination for cause, disability or
resignation for good reason); (iii) any change of more than 35 miles in the
participant's principal work location; or (iv) any reduction in the
participant's employee benefits other than changes approved in writing by the
Chief Executive Officer of the Company.
If a participant's employment is terminated without cause or for "good
reason" in contemplation of, on or after a change in control of the Company,
the Retention Plan provides that the participant is entitled to receive an
amount equal to the retention bonuses that would have been payable (and have
not yet been paid) if the participant had remained employed throughout the term
of the Retention Plan. A termination of employment without cause or a
resignation for good reason within three months prior to a change in control of
the Company shall be treated as being in contemplation of such change in
control. Unless otherwise determined by a unanimous vote of the Continuing
Directors (as defined below) prior to any change in control, a "change in
control of the Company" shall mean and be deemed to have occurred if: (i) the
Board of Directors of the Company shall adopt a resolution of a plan of
liquidation with respect to the Company; (ii) at any time Continuing Directors
(as defined below) shall not constitute a majority of the Board of Directors of
the Company; or (iii) KKR and its affiliates shall at any time not own directly
or indirectly, beneficially and of record, a majority of the outstanding voting
stock of the Company. The term "Continuing Director" means, at any
determination date, an individual (i) who was a member of the Board of
Directors of the Company on January 28, 1998, (ii) who, at such determination
date, has been a member of the Board of Directors for at least the twelve
preceding months, (iii) who has been nominated to be a member of the Board of
Directors, directly or indirectly, by KKR or persons nominated by KKR, or (iv)
who has been nominated to be a member of the Board of Directors by a majority
of the other Continuing Directors then in office.
The Retention Plan cannot be amended or terminated except with respect
to a participant who has consented in writing to any such amendment or
termination. The
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<PAGE> 12
Compensation Committee of the Board of Directors is responsible for the
administration of the Retention Plan.
BRUNO'S, INC. SEVERANCE PLAN
On June 3, 1998, the Executive Committee of the Board of Directors of
the Company approved and adopted the Bruno's, Inc. Severance Plan (the
"Severance Plan"). The Severance Plan also was approved on June 3, 1998 by an
order of the United States Bankruptcy Court for the District of Delaware. The
Severance Plan covers key employees of the Company who work in the Company's
corporate office and distribution center, excluding employees who have entered
into an employment agreement with the Company. Approximately 120 key employees
of the Company are currently participating in the Severance Plan.
The Severance Plan is designed to assist the Company in its efforts to
retain the services of the participants in the Severance Plan by providing
financial protection to such participants in the event of the termination of
their employment as the result of a "change in control" of the Company. If a
participant's employment is terminated by the Company without cause or if the
participant resigns for "good reason" within three months preceding or within
12 months following a "change in control" of the Company, then such participant
will be entitled to receive severance pay equal to his or her monthly pay rate
in effect on the termination date multiplied by (i) 12 months if the
participant is a Senior Vice President or Vice President of the Company, (ii)
six months if the participant is a director-level employee of the Company, or
(iii) three months if the participant is a key employee other than a Senior
Vice President, Vice President, or director-level employee of the Company.
Participants who are terminated without cause or who resign for "good reason"
are also entitled to receive continued group medical and life insurance
benefits for the period during which they are entitled to receive severance
pay. The Severance Plan provides that the severance benefits to which a
terminated participant is entitled will be reduced by any remuneration received
or earned by the terminated participant from another employer following four
and one-half months after the participant's termination date.
A participant in the Severance Plan may terminate his or her
employment for "good reason" within three months preceding or within 12 months
following a "change in control" of the Company in the event of (i) any
reduction in his or her base salary, target bonus opportunity or, except for
changes applicable to all similarly situated employees, employee benefits, (ii)
any material change in duties, the result of which is that a substantial
portion of such changed duties is inconsistent with such participant's
education, experience or training, or (iii) any change in his or her principal
work location of more than the greater of 50 miles and the participant's
current distance traveled to his or her principal work location as of June 3,
1998. For purposes of the Severance Plan, a "change in control" of the Company
is defined to include (i) the approval by the Board of Directors of the Company
of a plan of
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<PAGE> 13
liquidation with respect to the Company, (ii) the sale or other divestiture of
all or substantially all of the assets of the Company, (iii) the acquisition by
any person or affiliated group of persons of the common stock of the Company
pursuant to a plan of reorganization or otherwise with the result that such
person or affiliated group owns directly or indirectly a majority of the
outstanding voting stock of the Company, except for the acquisition of a
majority of the outstanding voting stock of the Company in accordance with a
plan of reorganization of the Company by an entity that is a creditor of the
Company (other than a creditor engaged in the wholesale or retail sale or
distribution of groceries or other food products), or (iv) the appointment of a
trustee for the Company or the conversion of the Company's case under chapter
11 of title 11 of the Bankruptcy Code to a liquidation case under chapter 7 of
the Bankruptcy Code.
RETIREMENT SAVINGS PLAN
The Company maintains a profit sharing and retirement savings plan
pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended. To
be eligible to participate in the plan, an employee must be at least 21 years
old, must have at least one year of service with the Company, and must not be
eligible to participate in a union-sponsored or co-sponsored qualified
retirement plan.
Subject to certain limitations, participants in the plan are permitted
to make voluntary contributions to their accounts in the plan through payroll
deductions. The Company makes matching contributions with respect to the
voluntary contributions made by plan participants. Prior to April 1, 1997, the
Company made matching contributions on a dollar-for-dollar basis with respect
to a participant's contributions on the first two percent of his or her
compensation. The plan was amended effective April 1, 1997 to provide that the
Company will make matching contributions in the future in an amount equal to
50% of a participant's contributions on the first five percent of his or her
compensation.
The plan permits the Company to make discretionary profit sharing
contributions to the accounts of eligible participants in an amount determined
annually by the Board of Directors of the Company. The Company did not make
discretionary contributions to the plan during the fiscal years ended February
1, 1997, January 31, 1998, and January 30, 1999.
All voluntary contributions made by plan participants and all matching
contributions made by the Company are fully vested at all times. Any
discretionary contributions made by the Company are vested after a plan
participant has completed five years of service with the Company or upon the
participant's death, disability or normal retirement. A participant is entitled
to receive a distribution of his vested account in the plan 90 days after the
participant's termination of employment with the Company, except that immediate
distributions are available if the termination of employment occurs as a result
of retirement, disability or death. Payments generally are made in the form of
a lump sum.
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<PAGE> 14
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
OWNERSHIP OF COMPANY STOCK BY CERTAIN HOLDERS
On August 18, 1995, Crimson Acquisition Corp. was merged into and with
the Company (the "Merger"). Since the date of the Merger, Crimson Associates,
L.P. and KKR Partners, II, L.P. (the "Partnerships") have owned 20,833,333
shares of the Company's Common Stock. The shares owned by the Partnerships
represent approximately 81.7% of the outstanding shares of Common Stock as of
May 15, 1999. The Partnerships also own warrants under which they have the
right to purchase an additional 10,000,000 shares of Common Stock at an
exercise price of $12.00 per share, subject to adjustment (the "Warrants"). The
Partnerships were organized by KKR.
The following table sets forth, as of the close of business on May 15,
1999, information as to those stockholders (other than the executive officers
and directors of the Company) known to the Company to be the beneficial owners
of more than 5% of the outstanding shares of the Company's Common Stock:
<TABLE>
<CAPTION>
COMMON STOCK PERCENTAGE OF
BENEFICIALLY OWNED COMMON STOCK
NAME AND ADDRESS ON MAY 15, 1999 OUTSTANDING
---------------- --------------- -----------
<S> <C> <C>
KKR Associates, L.P. (1) 30,833,333 (2) 86.8% (3)
9 West 57th Street
New York, NY 10019
</TABLE>
(1) The shares of Common Stock shown as owned by KKR Associates
are owned of record by the Partnerships. KKR Associates is the sole general
partner of the Partnerships and possesses the sole voting and investment power
of the Partnerships. Messrs. Raether and Greene (both whom are members of the
Board of Directors of the Company) are general partners of KKR Associates. The
other general partners of KKR Associates are Henry R. Kravis, George R.
Roberts, Robert I. MacDonnell, Michael W. Michelson, Michael T. Tokarz, Perry
Golkin, Clifton S. Robbins, Scott M. Stuart and Edward A. Gilhuly. Mr. Brous,
who is a member of the Board of Directors of the Company, is a limited partner
of KKR Associates. Messrs. Kravis and Roberts are former members of the Board
of Directors of the Company. They resigned their positions as directors of the
Company on January 7, 1999.
(2) This amount includes 10,000,000 shares of Common Stock
subject to purchase within the next 60 days pursuant to exercise of the
Warrants.
(3) For purposes of computing the percentage of outstanding
shares held by KKR Associates, the shares which KKR Associates has the right to
acquire upon exercise of the Warrant are deemed to be outstanding, but the
shares that the executive officers and directors
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<PAGE> 15
of the Company have the right to acquire within the next 60 days pursuant to
the exercise of stock options (as shown in the following table) are not deemed
to be outstanding.
OWNERSHIP OF COMPANY STOCK BY DIRECTORS AND OFFICERS
The members of the Company's Board of Directors, the Named Executive
Officers and all directors and executive officers of the Company as a group
have beneficial ownership of the number of shares of the Company's Common Stock
indicated in the following table and its footnotes. Unless otherwise indicated
in the footnotes, each such individual has sole voting and investment power
with respect to the shares set forth in the table.
<TABLE>
<CAPTION>
COMMON STOCK BENEFICIALLY PERCENTAGE OF COMMON
NAME OWNED ON MAY 15, 1999 STOCK OUTSTANDING (1)
- ---- --------------------- ---------------------
<S> <C> <C>
James A. Demme........................... 225,000 *
Paul E. Raether.......................... 30,833,333 (2) 86.8%
James H. Greene, Jr...................... 30,833,333 (2) 86.8%
Ronald G. Bruno.......................... 75,033 (3) *
Nils P. Brous............................ -0- *
Robert R. Onstead........................ -0- *
James J. Hagan........................... 45,000 (4) *
Walter M. Grant.......................... 41,875 (4) *
John Butler.............................. 20,833 *
Laura Hayden............................. 29,687 (4) *
All Executive Officers and Directors as
a group (14 persons)..................... 31,286,761 (5) 87.9%
</TABLE>
- -------------------
*Holdings do not exceed 1% of the total outstanding shares of Common
Stock.
(1) For the purposes of this table, a person or group of
persons is deemed to have "beneficial ownership" of any shares which such
person has the right to acquire within the next 60 days. For purposes of
computing the percentage of outstanding shares held by each person or group of
persons within the next 60 days, any shares which such person or group of
persons has the right to acquire within the next 60 days are deemed to be
outstanding but are not deemed to be outstanding for the purpose of computing
the percentage ownership of any other person.
(2) This amount includes 20,833,333 shares owned of record by
the Partnerships. Messrs. Raether and Greene are general partners of KKR
Associates, which is the sole general partner of each of the Partnerships.
Under regulations adopted by the Securities and Exchange Commission, Messrs.
Raether and Greene, along with the other general partners of KKR Associates,
may be deemed to share beneficial ownership of the shares beneficially owned by
KKR Associates, but they disclaim any such beneficial ownership. This amount
also includes 10,000,000 shares of Common Stock subject to purchase within the
next 60 days pursuant to exercise of the Warrants.
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<PAGE> 16
(3) This amount includes 37,510 shares owned directly by Mr.
Bruno, 176 shares owned by Mr. Bruno's wife, 1,325 shares held by Mr. Bruno as
a Trustee for his minor son, 19,248 shares held by Mr. Bruno as co-trustee for
various family members, and 16,774 shares held by Mr. Bruno as executor for an
estate.
(4) These amounts include shares subject to purchase within
the next 60 days pursuant to the exercise of stock options as follows: Mr.
Demme, 25,000 shares; Mr. Hagan, 20,000 shares; Mr. Grant, 16,875 shares; and
Ms. Hayden, 14,062 shares.
(5) The number of shares shown for directors and executive
officers as a group includes an aggregate of 10,061,937 shares which are
subject to purchase by members of the group within the next 60 days pursuant to
the exercise of stock options and pursuant to the exercise of the Warrants.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
CERTAIN RELATIONSHIPS BETWEEN THE COMPANY AND ITS OFFICERS AND DIRECTORS
The Partnerships hold an aggregate of 20,833,333 shares of the
Company's Common Stock as well as the Warrants. These shares of Common Stock
and the Warrants were acquired pursuant to the Merger. The Warrants are
exercisable at a price of $12.00 per share, subject to adjustment. The general
partner of the Partnerships is KKR Associates, a New York limited partnership.
KKR Associates has sole voting and investment power with respect to the shares
of the Company's Common Stock held by the Partnerships. Messrs. Raether and
Greene are general partners of KKR Associates. The other general partners of
KKR Associates are Henry R. Kravis, George R. Roberts, Robert I. MacDonnell,
Michael W. Michelson, Michael T. Tokarz, Perry Golkin, Clifton S. Robbins,
Scott M. Stuart and Edward A. Gilhuly. Mr. Brous is a limited partner of KKR
Associates. Messrs. Kravis and Roberts are former members of the Board of
Directors of the Company. They resigned their positions as directors of the
Company on January 7, 1999.
The Partnerships have the right, under certain circumstances and
subject to certain conditions, to require the Company to register under the
Securities Act of 1933, as amended, the shares of Common Stock and the Warrants
held by them. The Partnerships have both demand and "piggyback" registration
rights. Under the agreements providing for registration rights, the Company
will pay all expenses in connection with any such registration. The
Partnerships have informed the Company that they have no present intention of
exercising their registration rights.
KKR, which is an affiliate of KKR Associates, may receive investment
banking fees for services rendered to the Company in connection with certain
transactions. During the fiscal year ended January 30, 1999, the Company did
not pay any fees to KKR for management, consulting and financial services
provided by KKR to the Company. Messrs. Raether and
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<PAGE> 17
Greene are members of the limited liability company which serves as the general
partner of KKR, and Mr. Brous is an executive of KKR.
INDEBTEDNESS OF MANAGEMENT
The Company made loans to certain of the Named Executive Officers in
connection with their purchase of shares of the Company's Common Stock. Each
loan bears interest at the applicable federal rate as determined under the
Internal Revenue Code of 1986, as amended, at the time the loan was made. The
table below shows the outstanding amounts due under these loans as of May 15,
1999:
<TABLE>
<CAPTION>
NAME AND TITLE AMOUNT OF INDEBTEDNESS APPLICABLE
OF EXECUTIVE OFFICER TO COMPANY INTEREST RATE
-------------------- ---------- -------------
<S> <C> <C>
James A. Demme $406,157 6.14%
Chairman of the Board and
Chief Executive Officer
John Butler $ 98,760 6.39%
Former Senior Vice President -
Operations
Laura Hayden $102,136 6.53%
Senior Vice President - Human Resources
</TABLE>
Each loan is secured by the shares of the Company's Common Stock held
by the Named Executive Officer to whom the loan was made. Prior to June 30,
1998, interest on the loans was due on June 30 and December 31 of each year. On
June 16, 1998, the Company and each of the Named Executive Officers to whom a
loan was made entered into an amendment to the promissory note evidencing such
loan. The amendment provides that accrued but unpaid interest will be added to
the principal amount of the promissory note on June 30 and December 31 of each
year, beginning with the interest payment due on June 30, 1998. The principal
amount of the loan made to each Named Executive Officer, together with accrued
but unpaid interest thereon, is due upon the earliest to occur of (i) one year
following the termination of the Named Executive Officer's employment with the
Company without cause or for "good reason," (ii) immediately upon the
termination of the Named Executive Officer's employment with the Company for
cause or without "good reason," (iii) the disposition by the Named Executive
Officer of all or any part of the shares of the Company's Common Stock
purchased by the Named Executive Officer from the Company with the proceeds of
the loan, or (iv) seven years from the date on which the loan was made.
Mr. Butler's employment with the Company was terminated on January 31,
1999. The Company and Mr. Butler agreed that the Company will withhold from the
severance payments otherwise due to Mr. Butler the amount necessary to repay
Mr. Butler's indebtedness to the Company in full. The Company is withholding
$5,321.98 from each of the 26 bi-weekly severance payments to which Mr. Butler
is entitled. This amount includes both principal and interest. The outstanding
amount owed by Mr. Butler to the Company was reduced from $133,884 as of
January 31, 1999 to $98,760 as of May 15, 1999.
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<PAGE> 18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Bruno's, Inc. has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BRUNO'S, INC.
(Registrant)
By /s/ James A. Demme
-------------------------------------
James A. Demme
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Dated: May 28, 1999
17
