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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
|X| Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended JANUARY 29, 2000 or
|_| Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from __________ to
_________.
Commission File No. 0-17871
EAGLE FOOD CENTERS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-3548019
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
ROUTE 67 & KNOXVILLE ROAD, MILAN, ILLINOIS 61264
(Address of principal executive offices)
Registrant's telephone number including area code (309) 787-7700
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K |_| .
The aggregate market value of the voting stock held by non-affiliates of the
Registrant was $10,055,787 as of February 29, 2000, the last trading day on
NASDAQ prior to the filing of Chapter 11 Bankruptcy.
The number of shares of the Registrant's Common Stock, par value one cent
$(0.01) per share, outstanding on April 20, 2000 was 10,939,048.
1 of 72 Pages
Exhibit Index appears on page 70
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FISCAL YEAR ENDED JANUARY 29, 2000
FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
Item 1: Business 3
Item 2: Properties 11
Item 3: Legal Proceedings 12
Item 4: Submission of Matters to a Vote of Security Holders 12
Item 4a: Executive Officers of the Registrant 13
PART II
Item 5: Market for Registrant's Common Equity and Related
Shareholder Matters 15
Item 6: Selected Financial Data 16
Item 7: Management's Discussion and Analysis of
Financial Condition and Results of Operations 17
Item 7a: Quantitative and Qualitative Disclosure
About Market Risk 23
Item 8: Financial Statements and Supplementary Data 24
Item 9: Changes in and Disagreements with Accountants
on Accounting and Financial Disclosures 54
PART III
Item 10: Directors and Executive Officers of the Registrant 54
Item 11: Executive Compensation 56
Item 12: Security Ownership of Certain Beneficial
Owners and Management 65
Item 13: Certain Relationships and Related Transactions 66
PART IV
Item 14: Exhibits, Financial Statement Schedules
and Reports on Form 8-K 68
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PART I
ITEM 1: BUSINESS
GENERAL
Eagle Food Centers, Inc. (the "Company" or "Eagle"), is a Delaware Corporation.
Eagle is a leading regional supermarket chain operating 84 supermarkets as of
the 1999 fiscal year end in the Quad Cities area of Illinois and Iowa, northern,
central and eastern Illinois, eastern Iowa, and the Chicago/Fox River Valley and
northwestern Indiana area under the trade names "Eagle Country Market(R)" and
"BOGO's." Most Eagle supermarkets offer a full line of groceries, meats, fresh
produce, dairy products, delicatessen and bakery products, health and beauty
aids and other general merchandise, and in certain stores, prescription
medicine, video rental, floral service, in-store banks, dry cleaners and coffee
shops.
The Company's fiscal year ends on the Saturday closest to January 31st. Fiscal
1999, 1998, and 1997 were 52-week years ending January 29, 2000, January 30,
1999, and January 31, 1998, respectively.
Talon Insurance Company ("Talon"), formed in the State of Vermont in 1994 to
provide insurance for Eagle's workers' compensation and general liability
claims, is a wholly-owned subsidiary of Eagle Food Centers, Inc. Prior to the
formation of Talon, Eagle used paid loss and retro programs through external
insurance companies.
On February 29, 2000 (the "Petition Date"), the Company filed a voluntary
petition under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy
Code"). The petition was filed in the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court") under case number 00-01311 (the
"Bankruptcy Case"). The Company continues to manage its affairs and operate its
business as a debtor-in-possession while the Bankruptcy Case is pending. The
Bankruptcy Case, which is proceeding before the United States District Court for
the District of Delaware (the "Court"), was commenced in order to implement a
financial restructuring of the Company that had been negotiated with holders of
approximately 29% of the principal amount of the Company's Senior Notes due
April 15, 2000 (the "Senior Notes"). Reference is made to Item 7 "Management's
Discussion and Analysis of Financial Condition and Results of Operations", Note
B of the notes to the consolidated financial statements, and the Independent
Auditors' Report included herein.
DEBT RESTRUCTURING
As described above, on the Petition Date, the Company commenced the Bankruptcy
Case in the Bankruptcy Court. Since such date, the Company has been operating
its business as a debtor-in-possession under the Bankruptcy Code.
The Bankruptcy Case was commenced in order to implement a financial
restructuring of the Company, which includes reorganizing the Company's
operations and restructuring its Senior Notes. The critical terms of the Plan
were pre-negotiated with the Company's largest secured lender, Congress
Financial Corporation (Central) ("Congress"), and the largest identifiable
unsecured institutional holders. Prior to the filing, the Company had definitive
lock-up agreements from the largest institutional holders of its 8 5/8% Senior
Notes due April 15, 2000 representing approximately $29 million of the $100
million in Senior Notes. Pursuant to the lock-up agreements, the identified
institutional holders agreed to vote in favor of the plan of reorganization with
the Court. On March 10, 2000, the Company filed a plan of reorganization to
implement the financial restructuring, which plan was subsequently amended on
April 17, 2000 (as further amended or modified, the "Plan").
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The Plan contemplates the closing or sale of 20 underperforming locations,
which will reduce the number of operating stores from 84 for the fiscal year
ended January 29, 2000 to 64. The Company estimates that total sales will
decrease to approximately $800 million in fiscal 2000 as a result of the
decrease in stores. During fiscal 1999, the 20 underperforming stores had
sales of approximately $140 million and operating losses of approximately $3
million, excluding corporate allocations of overhead. As such, the Company
anticipates that the closing of the stores will have a favorable impact on
operating income, excluding the expenses related to the debt restructuring
and Bankruptcy Case, which is discussed below.
The Plan also provides, among other things, for replacement of the Senior Notes
with new notes (the "New Senior Notes") that have the following material terms
and conditions; (i) a maturity date of April 15, 2005, (ii) an interest rate of
11%, (iii) a $15 million repayment of outstanding principal by the Company upon
the effective date of the Plan, and (iv) the Company may, at its option and with
no prepayment penalty, redeem the New Senior Notes at any time at 100% of the
principal amount outstanding at the time of redemption. In addition, under the
Plan, the Company will give 15% of the fully-diluted common stock of the Company
to the holders of the Senior Notes, of which 10% will be returned to the Company
if the Company is sold or the debt is retired prior to October 15, 2001. If the
Company is sold or the debt is retired prior to October 15, 2002, 5% of the
common stock will be returned to the Company. None of the common stock will be
returned to the Company if the Company is not sold or the debt retired prior to
October 15, 2002.
On February 9, 2000, the Company entered into an amendment of the Revolving
Credit Facility (the "Revolver") with Congress which extended the terms of the
existing Revolver and provided the interim debtor-in-possession financing (the
"DIP Facility") if the Company became subject to a proceeding under Chapter 11
of Title 11 of the United States Code. The DIP financing was defined in the
amendment as financing with terms and conditions substantially identical to the
terms and conditions set forth in the Revolver, both of which to have a term
ending on April 15, 2002, per the amendment. As a result of the Bankruptcy Case,
the $2 million dollar balance on the Revolver as of the Petition Date became a
secured claim with an estimated recovery of 100% through the Bankruptcy Case per
the Plan.
On March 21, 2000, the Court entered a final order approving the DIP Facility
(see Item 7 - "Management's Discussion and Analysis of Financial Condition and
Results of Operations"). The DIP Facility is available to provide funds to the
Company for continuous operations and to meet ongoing financial commitments to
vendors and employees during the Bankruptcy Case. Congress has committed to
provide the financing for the Company after exiting from bankruptcy, and they
are in the process of negotiating the terms and conditions of this credit
facility (the "Exit Facility"). The Exit Facility is conditioned upon
confirmation and consummation of the Plan and the Company anticipates it will
have substantially the same terms and conditions as the Revolving Credit
Facility.
On March 1, 2000, the Court approved various "first day" requests including,
among other things, the payment of prepetition claims of employees, utilities,
reclamation claimants, critical trade vendors, and other key constituents. On
March 21, 2000, the Court authorized Eagle to pay all prepetition claims of its
remaining trade creditors.
On April 17, 2000, the Court approved the Company's Disclosure Statement (the
"Disclosure Statement") relating to the Plan. The Company has now mailed the
Disclosure Statement to all of its creditors and shareholders entitled to vote
on the Plan, and the Bankruptcy Court has scheduled a hearing on confirmation of
the Plan for May 17, 2000. Assuming the Plan is accepted by the classes of
creditors and shareholders entitled to vote on the Plan and the Bankruptcy Court
approves the Plan, the Company expects the Plan to become effective
approximately thirty days following the confirmation date. There is no assurance
that the Court will confirm the Plan on May 17, 2000 or that the Plan will
become effective thirty days thereafter.
4
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In accordance with the Bankruptcy Code, the Company may seek approval of the
Bankruptcy Court for the rejection of unexpired real estate leases. On March 21,
2000, the Bankruptcy Court approved a process by which unexpired real estate
leases may be rejected. Additionally, the Company is pursuing the assignment or
sublease of leases on stores that are closed or that will be closed in
connection with the Plan. However, if the leases on these stores cannot be
assigned or subleased, the Company plans to reject these leases through the
Bankruptcy Case. Under Bankruptcy Law, the Company's liability on claims
resulting from such rejections is capped at the greater of 15% of the remaining
lease payments (limited to three year's lease payments) or one year's lease
payments, to the landlord to reject the leases (the "Rejection Damages Cap").
Rejection of the leases, however, does not limit the Company's obligation with
respect to damages arising from the rejection of any corresponding subleases.
As of the 1999 fiscal year end, the Company had the following stores (including
one owned store) for which the leases either will, or may be, rejected through
the Bankruptcy Case or otherwise terminated subsequent to fiscal year end:
Description Stores
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Stores included in the closed store reserve:
Dark stores 10
Subleased stores 8
Stores closed and fully subleased 3
Stores open at January 29, 2000, to be closed
or sold in connection with the Plan 20
Stores with leases that have been assigned 11
--
Total 52
--
In the event the Company rejects the 17 remaining leases out of the 20 stores to
be closed (one store was owned and two stores were sold or terminated subsequent
to fiscal year end), the Company would expect to accrue approximately $9.1
million for lease rejection costs. In addition, the Company would reduce the
closed store reserve by approximately $2.7 million for nine of the 10 dark
stores (one store lease expired subsequent to fiscal year end) to reduce the
liability related to such stores to an amount equal to the estimated lease
rejection costs for the dark stores. The Company has not determined whether it
will reject the leases on subleased stores or stores for which leases have been
assigned.
In connection with the Company's rejection of leases, Lucky Stores, Inc.
("Lucky"), the assignor or sublessor of numerous leases to the Company
(including eight dark stores and 13 stores to be closed), has notified the
Company that it will assert an indemnification claim under a certain Transaction
Agreement dated as of October 9, 1987 based on the Company's rejection of the
leases related to eight of the dark stores equal to the full obligation under
such leases, totaling approximately $8.0 million (includes Rejection Damages Cap
and indemnification claim). Additionally, Lucky has advised the Company that it
will file similar claims in the event the Company rejects additional leases that
Lucky assigned or subleased to the Company. If the Company is not able to
assign, sublease, or otherwise terminate such leases, and thus rejects such
leases through the Bankruptcy Case, the aggregate remaining obligation under the
leases for the 13 stores to be closed for which damage claims for
indemnification may be made is approximately $9.7 million (includes Rejection
Damages Cap and indemnification claim). Although the Company disputes Lucky's
right to payment on its indemnification claim beyond the Rejection Damages Cap
and would not be required to pay both a landlord and Lucky the amount of the
Rejection Damages Cap, there can be no assurance that the Company will prevail
in any litigation regarding Lucky's indemnification claims in an amount in
excess of the Rejection Damages Cap.
5
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In connection with the Plan, the Company estimates that it will incur
approximately $1.6 million in charges related to employee termination benefits,
$0.3 million in gains on the sale or disposition of equipment and release of
capital lease obligations, and approximately $4.0 million for professional fees
related to the Plan and the Bankruptcy Case, including a payment of $1.3 million
to Jeffries and Company for financial advisory fees upon consummation of a
confirmed Plan.
The estimated costs are based on information presently available to the Company.
However, the actual costs could differ materially from the estimates.
Additionally, other costs may be incurred which cannot be presently estimated.
Of the 20 underperforming stores to be closed or sold, the Company sold one
store, including property and equipment and inventory, and assigned the lease
for proceeds of $1.9 million, assigned the lease and sold property and equipment
for proceeds of $0.4 million for one other store, and closed a total of 13
stores subsequent to year end.
STORE DEVELOPMENT AND EXPANSION
Eagle Country Markets represent the Company's full line supermarket format which
was introduced by management in 1991. Of the 83 Eagle Country Markets, 21 have
been opened as new stores and 62 have been remodeled or otherwise converted to
the Eagle Country Market format. In the new stores, extra space has been devoted
to expanded perishable departments, tying together produce, full-service
delicatessen, service bakery, service seafood and meat departments, and, in
certain stores, floral service, video rental departments, prescription medicine,
dry cleaners, coffee shops and in-store banks. All newly-built Eagle Country
Markets are designed to encourage shoppers to walk through the higher margin
"Power Aisle," which includes extensive perishable offerings. Eagle Country
Markets range in size from 16,500 to 67,500 square feet, with the majority of
the stores ranging from 30,000 to 60,000 square feet. The pricing strategy in
the Eagle Country Markets is to offer overall lower prices than comparable
supermarket competition. The Company also operates one BOGO's Food and Deals,
which uses a limited assortment format covering approximately 2,000
stock-keeping units of groceries, produce, meat, health and beauty aids, and
general merchandise.
Management intends to concentrate its future store development strategy around
the Eagle Country Market supermarket format. As part of its store development
program, management continuously reviews the performance of all its stores and
expects to implement a variety of strategies, including converting or modifying
certain store formats and selling, subleasing or otherwise closing
underperforming stores.
Management intends to focus the Company's new store development within existing
markets or new markets within a 300 mile radius of its headquarters and central
distribution facility in Milan, Illinois, where the utilization of existing
distribution, marketing and support systems is advantageous to its cost
structure. Within these markets, the Company expects to select sites for its
stores based on factors such as existing competition, demographic composition
and available locations.
The Company opened four new stores in fiscal 1999 and completed major remodels
on four stores. The Company plans to complete major remodels on five stores in
fiscal 2000. The Company closed five stores and sold four stores during fiscal
1999, and plans to close 19 stores and sell one store during fiscal 2000,
resulting in a chain of 64 stores.
The Company prefers to lease stores from local developers and pursues this
strategy wherever appropriate and cost-effective. The Company completed three
sale/leaseback transactions in fiscal 1999, six in fiscal 1998, and one in
fiscal 1997 in order to reduce the amount of capital committed to real estate.
As of year end, the Company owned nine of its stores, one of which was
classified in "Property held for resale", and leased 75 operating stores and 21
subleased or closed stores.
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The Company continues to seek opportunities for growth through the acquisition
of other supermarket retail companies or individual stores to achieve economies
of scale relating to office and distribution functions.
STORE OPERATIONS
The Company's geographic market is divided into six districts, each having a
District Manager who is responsible for approximately 14 stores. Districts and
stores operate with a certain degree of autonomy to take advantage of local
market and consumer needs. Districts and stores are responsible for store
operations, associate recruitment and development, community affairs and other
functions relating to local operations.
Store managers are given relatively broad discretion in tailoring merchandise
and services to the needs of customers in the particular community. Associate
involvement and participation has been encouraged through meetings with the
Chairman and Chief Executive Officer, district meetings and a store management
incentive bonus program for sales and earnings improvement.
COMPUTER AND INFORMATION SYSTEMS
In February, 1996 the Company outsourced its MIS function and signed a long-term
contract with EDS (formerly MCI Systemhouse, Inc.) to assume complete
responsibility for the Company's MIS organization. In connection with the
migration from mainframe to client/server technology, the Company renegotiated
this contract with an effective period from January 27, 1999 to December 31,
1999. The Company and EDS are currently operating under a month-to-month
agreement with the same terms as the expired contract. In the fourth quarter of
fiscal 1998, the Company accrued $2.9 million, which was paid in 12 equal
monthly installments in calendar 1999, for costs associated with the migration
from mainframe to client/server technology. The charge primarily related to
future lease costs relating to the mainframe, and various related software,
software licenses and contracting costs.
Eagle management uses technology as a means of enhancing productivity,
controlling costs, providing an easier shopping experience for customers and
learning more about shoppers' buying habits. Eagle has embraced client/server
technology and successfully completed the replacement of all mainframe-based
legacy systems with new, client/server systems during the 1999 fiscal year.
Eagle has been successful in implementing and integrating several new
client/server systems that will equip Eagle for processing into the next
century. These new systems, which support essential business functions, include:
o Warehouse and Distribution
o Purchasing and Inventory Control
o Pricing and Shelf Label Management
o Eagle Savers' Card Promotional Offers
o Financial Applications including General Ledger, Accounts Payable,
Accounts Receivable, Fixed Assets, Purchasing and Capital Projects
o Store Systems Controllers - Operating Systems and Supermarket
Applications
o Store Applications for Cash Management, DSD Receiving, and Time and
Attendance
o Payment Processing Systems (including debit, credit and check cashing)
Eagle expects to complete the implementation and integration of two additional
new client/server systems in 2000:
o Store Application for Labor Scheduling
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o Category Management/Retail Point-of-Sale Data Mining
The Company has converted to IBM 4690 generation software for its point-of-sale
systems. The Company is continuing to utilize a Unix processor together with
database marketing software to store and analyze customer-specific shopping data
for targeted marketing.
MERCHANDISING STRATEGY
Eagle's strategy is to strengthen its perception as a price leader compared to
other supermarket competitors and to strengthen its image as a high quality,
service-oriented supermarket chain and provider of high quality perishables. The
Company strives to offer its customers one-stop shopping convenience and price
value for all of their food and general merchandise shopping needs.
CUSTOMER SERVICE - Eagle delivers a wide variety of customer services. Most
stores provide customer services such as video rental, check cashing, film
processing, lottery ticket and money order sales, and UPS shipping. All stores
provide quick, friendly checkout service. Management intends as part of its
current strategy to further enhance customer service through additional training
of store associates, as well as incentive programs linked to customer
satisfaction ratings.
CORPORATE BRANDS (PRIVATE LABEL) - Corporate brand sales are an important
element in Eagle's merchandising plan. The Company became a member of the Topco
Associates, Inc. ("Topco") buying organization in 1994 and has engaged Daymon
Associates, Inc. as its "corporate brand" broker. Eagle has a strong penetration
in many categories with its Lady Lee brand. In 1995 the Company entered into an
agreement with Topco to carry World Classics premium corporate brand products
and in 1996 introduced the Valu Time label for the low price corporate brand
niche. The Company also utilizes the Home Best label provided by SuperValu for
selected general merchandise products.
SELECTION - A typical Eagle store carries over 23,000 items, including food,
general merchandise and specialty department items. The Company carries
nationally advertised brands and an extensive selection of top quality corporate
brand products. All stores carry a full line of dairy, frozen food, health and
beauty aids and selected general merchandise. In addition, most stores have
service delicatessens and bakeries and some stores provide additional specialty
departments such as ethnic food items, floral service, seafood service, beer,
wine, liquor, prescription medicine, dry cleaners, coffee shops and in-store
banking facilities.
PROMOTION - The Company's promotion and merchandising strategy focuses on its
image as a high-quality, service-oriented supermarket chain while reinforcing
its reputation for price leadership and high quality perishables. Eagle has
utilized the EAGLE SAVERS' CARD for several continuity promotions and for
electronic coupon discounts. Through its store personnel, the Company takes an
active interest in the communities in which it operates. The Company also
contributes funds, products and services to local charities and civic groups.
CONSUMER RESEARCH - The Company utilizes consumer research to track customer
attitudes and the market shares of the Company and its competitors. The Company
also has a continuous program of soliciting customer opinions in all of its
market areas through the use of in-store customer comment cards. This data
enables management to respond to changing consumer needs, direct advertising to
specific customer perceptions and evaluate store services and product offerings.
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ADVERTISING STRATEGY
The Company utilizes a broad range of print and broadcast advertising in the
markets it serves. In addition, the Company seeks co-op advertising
reimbursements from vendors. The additional co-op advertising has allowed the
Company to broaden its exposure in various media.
The Company does not have an in-house advertising department, but instead
utilizes Adplex, a national advertising firm, for various advertising and
promotional services. This allows the Company to take advantage of technological
advances in layout, desktop publishing and production more quickly than if the
Company had attempted to develop such technology internally.
PURCHASING AND DISTRIBUTION
The majority of the Company's stores are located within 200 miles from the
Company's central distribution facility in Milan, Illinois. This complex
includes the Company's executive offices, warehouse, areas used for receiving,
shipping and trailer storage, and a truck repair facility.
The Company supplies approximately 70% of its stores' inventory requirements
from its 935,332 square foot central distribution facility (which includes
approximately 189,072 square feet of refrigerated and freezer space). The
Company discontinued warehousing health and beauty care products during the
third quarter of fiscal year 1999 and currently purchases these products,
representing approximately 6% of the stores' inventory requirements, from a
wholesaler. The remaining 24% of the stores' inventory is delivered direct from
product vendors to the stores. The Company's purchasing and warehousing
functions are managed through its central merchandising system.
The Company's purchasing and distribution operations permit rapid turnover at
its central distribution facility, allowing its stores to offer consistently
fresh, high-quality dairy products, meats, produce, bakery items and frozen
foods. Also, centralized purchasing and distribution reduces the Company's cost
of merchandise and related transportation costs by allowing the Company to take
advantage of volume buying opportunities and manufacturers' promotional
discounts and allowances and by minimizing vendor distribution costs. The
Company engages in forward buying programs to take advantage of temporary price
discounts. Due to its proximity to Chicago and other major markets, the Company
is able to reduce transportation costs included in cost of goods sold by
"backhauling" merchandise to its Milan central distribution facility.
COMPETITION
The food retailing business is highly competitive. The Company is in direct
competition with national, regional and local chains as well as independent
supermarkets, warehouse stores, membership warehouse clubs, supercenters,
limited assortment stores, discount drug stores and convenience stores. The
Company also competes with local food stores, specialty food stores (including
bakeries, fish markets and butcher shops), restaurants and fast food chains. The
principal competitive factors include store location, price, service,
convenience, product quality and variety. The number and type of competitors
vary by location, and the Company's competitive position varies according to the
individual markets in which the Company does business. The Company's principal
competitors operate under the trade names of Cub, Dominicks, Hy-Vee, Jewel Osco,
Kmart, Kroger, Meijer, Shop-N-Save, Target and Wal-Mart (Supercenters and Sam's
Clubs). Management believes that the Company's principal competitive advantages
are its value perception, the attractive Eagle Country Market store format,
concentration in certain markets and expansion of service and product offerings.
The Company is at a competitive disadvantage to some of its competitors due to
having unionized associates.
Supercenters continue to open in trade areas served by the Company. Wal-Mart
Supercenters opened three stores in fiscal 1999, three in fiscal 1998 and six in
fiscal 1997. Meijer opened one store in fiscal 1999.
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Additional supercenter openings by Kmart, Wal-Mart, Target and Meijer are likely
in the next several years. Not only does this format add new grocery square
footage to the market, but it offers traditional grocery products at low prices
to attract customers to the location with the intent to draw them to the general
merchandise side of the store. These new competitors operate at a significant
cost advantage to supermarkets by using mostly part-time, non-union employees.
TRADEMARKS, TRADE NAMES AND LICENSES
The Company uses various trademarks and service marks in its business, the most
important of which are the "Eagle Country Market "(TM)"", "5-Star Meats(R)",
"Lady Lee(R)", "Eagle Savers' Card "(TM)"" and "Harvest Day(R)" trademarks, and
the "Eagle(R)" and "Eagle Country Market(R)" service marks. Each such trademark
is federally registered. Pursuant to a trademark license agreement (the
"Trademark License Agreement") entered into with the Company's former parent,
Lucky Stores, Inc., the Company has been granted the royalty-free use of the
"5-Star Meats(R)", "Lady Lee(R)" and "Harvest Day(R)" trademarks until July
2005. The Trademark License Agreement permits the Company to use the licensed
trademarks only in the states of Illinois, Indiana, Iowa, Michigan, Ohio,
Wisconsin, Kentucky and Minnesota. Lucky Stores, Inc. has agreed not to grant to
any other person the right to use such trademarks in the states of Illinois,
Indiana and Iowa during the period of the license to the Company.
ASSOCIATES AND LABOR RELATIONS
At the end of fiscal 1999, the Company had 6,087 associates, 349 of whom were
management and administrative associates and 5,738 of whom were hourly
associates. Of the Company's hourly associates, substantially all are
represented by 18 collective bargaining agreements with seven separate locals
which are associated with two international unions. Store associates are
represented by several locals of the United Food and Commercial Workers;
warehouse associates, warehouse drivers and office and clerical workers are
represented by Teamsters Local 371. Five contracts will expire during fiscal
2000, covering 22% of the Company's associates. The Company expects to negotiate
with the unions and to enter into new collective bargaining agreements. There
can be no assurance, however, that such agreements will be reached without a
work stoppage. A prolonged work stoppage affecting a substantial number of
stores could have a material adverse effect on results of the Company's
operations.
The Company values its associates and believes that its relationship with them
is good. Several associate relations programs have been introduced, including
measures that allow associates to participate in store-level decisions, an
associate stock purchase program, preferential discounts and a 401(k) savings
plan.
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ITEM 2: PROPERTIES
STORES
The Company operated 84 stores as of the fiscal year end, ranging in size from
16,500 to 67,500 square feet, with an average size of 39,088 square feet. Nine
of the Company's stores are owned in fee by the Company, one of which is
classified in "Property held for resale". The Company is the lessee for the
remaining 75 operating stores and 21 subleased or closed stores. The Company
sold and leased back three of its stores in fiscal 1999, six in fiscal 1998 and
one in fiscal 1997.
Selected statistics on Eagle retail food stores are presented below:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
------------------------------------------------------------------
JANUARY 29, JANUARY 30, JANUARY 31,
2000 1999 1998
------------------- -------------------- -------------------
<S> <C> <C> <C>
Average total sq. ft. per store 39,088 38,942 37,756
Average total sq. ft. selling space per store 28,826 28,694 27,835
Stores beginning of year 89 90 92
Opened during year 4 3 1
Expansions/major remodels (1) 4 3 5
Closed during year 5 4 3
Sold during year 4 -- --
Stores end of year 84 89 90
Size of stores at end of year:
Less than 25,000 sq. ft 4 5 5
25,000 - 29,999 sq. ft 20 22 25
30,000 - 34,999 sq. ft 4 4 5
35,000 - 44,999 sq. ft 36 37 38
45,000 sq. ft. or greater 20 21 17
Type of stores:
Eagle Country Markets 83 88 76
Eagle Food Centers -- -- 13
BOGO's Food and Deals 1 1 1
</TABLE>
(1) A major remodeling project which costs $300,000 or more.
Eagle stores contain various specialty departments such as full service
delicatessen (82 stores), bakery (81 stores), floral (63 stores), video rentals
(42 stores), pharmacy (17 stores), seafood (23 stores), alcoholic beverages (76
stores), and in-store banks (17 stores).
Most of the leases for the stores contain renewal options for periods ranging
from five to 30 years. The Company is required to pay fixed rent and a
percentage (ranging from 0.75% to 1.5%) of its gross sales in excess of stated
minimum gross sales amounts under 75 of the leases, which includes 17 closed
stores. The Company has subleases on 11 former store locations and has ten
vacant former store properties with continuing rent obligations of which the
Company is attempting to dispose. For additional information on leased premises,
see Notes B and I in the notes to the consolidated financial statements included
elsewhere in this document.
11
<PAGE>
CENTRAL DISTRIBUTION AND BAKERY FACILITIES
The Company leases its central distribution facility under a lease expiring in
2007. The Company's central distribution facility contains a total of 935,332
square feet of space.
The Company operated a central bakery in a 49,000 square foot leased facility
located in Rock Island, Illinois, three miles from the central distribution
facility. The Company sold the bakery operations in fiscal 1998, realizing a
gain of $1.0 million on $1.6 million of proceeds.
For the most part, store fixtures and equipment, leasehold improvements and
transportation and office equipment are owned by the Company. The total cost of
the Company's ownership of property and equipment is shown in Note F of the
notes to the Company's consolidated financial statements.
ITEM 3: LEGAL PROCEEDINGS
BANKRUPTCY CASE
The Company commenced the Bankruptcy Case on February 29, 2000. Additional
information relating to the Bankruptcy Case is set forth in PART 1, ITEM 1 of
this Form 10-K report under the caption "DEBT RESTRUCTURING" and Note B of the
notes to the consolidated financial statements under the caption "Subsequent
Events-Reorganization Proceedings Under Chapter 11 of the Bankruptcy Code". Such
information is incorporated herein by reference.
OTHER CASES
During fiscal 1999, the Company reached a settlement in a lawsuit alleging
discrimination in employment which was filed against the Company in 1994 in the
United States District Court for the Central District of Illinois by two current
and one former associates individually and as representative of a class of all
individuals who are similarly situated. The settlement did not have a material
impact on financial results in the first quarter of 1999 since adequate
settlement costs were previously recorded. The Company denied all substantive
allegations of the Plaintiffs and of the class. The Company is subject to
various other unresolved legal actions which arise in the normal course of its
business. It is not possible to predict with certainty the outcome of these
unresolved legal actions or the range of the possible loss.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 1999.
12
<PAGE>
ITEM 4A: EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information with respect to the persons
who are executive officers of the Company:
<TABLE>
<CAPTION>
NAME AGE POSITION(S) HELD
---- --- ----------------
<S> <C> <C>
Robert J. Kelly 55 Chairman of the Board of Directors
Jeffrey L. Little 49 Chief Executive Officer and President
S. Patric Plumley 51 Senior Vice President - Chief Financial Officer and
Secretary
Byron O. Magafas 43 Vice President - Human Resources
Vincent J. Faulhaber 49 Vice President - Non Perishables
Frank Klun 52 Vice President - Support Services
Larry Sanford 56 Vice President - Real Estate and Store Development
</TABLE>
The business experience of each of the executive officers during the past five
years is as follows:
Mr. Kelly, who was named Chairman of the Board of Directors, Chief Executive
Officer and President on March 30, 1998, joined the Company as President and
Chief Executive Officer in May 1995. Prior to May 1995, Mr. Kelly was Executive
Vice President, Retailing for The Vons Companies Inc., and was employed by that
company since 1963. Mr. Kelly has 37 years of experience in the supermarket
industry.
Mr. Little was named Chief Executive Officer and President on January 31, 2000.
Prior to January 31, 2000 Mr. Little was Vice President, Marketing for Fleming
Companies and President of ABCO Foods (a division of Fleming), from January 1998
to January 2000. From August 1989 to December 1997, Mr. Little was with Haggen,
Inc. serving in various capacities as Senior Vice President Operations, Vice
President Sales/Marketing and Vice President Perishables. Mr. Little has 32
years of experience in the supermarket industry.
Mr. Plumley, who was named Senior Vice President - Chief Financial Officer and
Secretary on March 1, 1999, served the Company as Vice President - Chief
Financial Officer and Secretary from March 30, 1998 and Vice President and
Corporate Controller from September 15, 1997 until his promotions. Prior to
September 1997, Mr. Plumley served as Senior Vice President of American Stores'
Super Saver Division from 1994 to 1997, and Senior Vice President of Lucky
Stores, Inc. from 1990 to 1994. Mr. Plumley has 27 years of experience in the
supermarket industry.
Mr. Magafas joined the Company as Vice President - Human Resources in November
1997. Prior to November 1997, Mr. Magafas was Director of Human Resources for
the St. Louis Division of SuperValu Inc. from 1993 to 1997. For the period from
1986 to 1993, Mr. Magafas had been with Wetterau Incorporated, first as Labor
Relations Counsel and then as Director of Labor Relations. Mr. Magafas has 14
years of experience in the supermarket industry.
Mr. Faulhaber joined the Company December 7, 1998, as Vice President - Non
Perishables. Prior to joining the Company Mr. Faulhaber was Marketing Manager,
Vice President of Grocery Merchandising, Riverside Division, Penn Traffic
Company from February 1988 to December 1998. Mr. Faulhaber was General Manager,
Director of Operations and Merchandising, Giant Markets, Scranton from February
1986 to February 1988. He was also with Acme Markets for 18 years serving in
various capacities as Buyer, Merchandiser, Division Non-Perishable Merchandiser,
Store Set Coordinator, and Store Manager. Mr. Faulhaber has 32 years of
experience in the supermarket industry.
13
<PAGE>
Mr. Klun joined the Company as Vice President - Support Services in February
1998. Prior to February 1998, Mr. Klun was employed by Bruno's, Birmingham,
Alabama, as Assistant Distribution Manager. For the period from December 1968 to
December 1997, Mr. Klun held various positions with Jewel Food Stores, Chicago,
Illinois. Mr. Klun has over 32 years of experience in the supermarket industry.
Mr. Sanford joined the Company as Vice President - Real Estate and Store
Development on October 14, 1996. Prior to joining the Company, Mr. Sanford was
Director of Real Estate and Store Planning for Drug Emporium, Inc. from 1986 to
1996. From August 1961 to October 1986, Mr. Sanford was with SuperValu, Inc.
serving in various capacities, including Manager Real Estate and Store Planning.
Mr. Sanford has 34 years of experience in the supermarket industry.
The Company's directors are elected annually to serve until the next annual
meeting of shareholders and until their successors have been elected and
qualified. None of the directors or executive officers listed herein is related
to any other director or executive officer of the Company.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent 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 Common Stock and other equity securities of the Company. Officers,
directors and greater than ten-percent shareholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file. To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the two fiscal years ended January 29, 2000 all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten-percent beneficial owners were in compliance.
14
<PAGE>
PART II
ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The Company's common stock trades on the NASDAQ National Market System under the
symbol "EGLE". The stock began trading on July 27, 1989. The following table
sets forth, by fiscal quarter, the high and low sale prices reported by the
NASDAQ National Market System for the periods indicated. Trading of the
Company's common stock, now under the symbol "EGLEQ", was suspended subsequent
to the close of business on February 29, 2000 as a result of the Bankrupcy Case.
As of April 20, 2000, there were approximately 2,544 beneficial holders of
shares.
YEAR ENDED
JANUARY 29, 2000
---------------------------------
High Low
First Quarter $ 3 7/8 $ 2 5/16
Second Quarter 3 1/4 2 1/32
Third Quarter 2 13/16 1 3/16
Fourth Quarter 1 7/8 1 1/32
YEAR ENDED
JANUARY 30, 1999
---------------------------------
High Low
First Quarter $ 4 5/8 $ 3 3/4
Second Quarter 4 15/16 2 7/8
Third Quarter 3 3/8 1 7/8
Fourth Quarter 4 3/16 3
There were no dividends paid in fiscal 1999 or 1998. The indenture underlying
the Company's Senior Notes, the Revolving Credit Agreement, and the DIP facility
contain restrictions on the payment of dividends (See Note G of the notes to
the Company's consolidated financial statements). The Company does not intend to
pay dividends in the foreseeable future.
15
<PAGE>
ITEM 6: SELECTED FINANCIAL DATA
The following table represents selected financial data of the Company on a
consolidated basis for the five fiscal years ended January 29, 2000.
The selected historical financial data for the five fiscal years ended January
29, 2000 are derived from the audited consolidated financial statements of the
Company. The three fiscal years ended January 29, 2000 have been audited by
Deloitte & Touche LLP, independent auditors, and are included in this Form 10-K.
The selected financial data set forth below should be read in conjunction with
the Company's consolidated financial statements and related notes included
elsewhere in this document.
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
January 29, January 30, January 31, February 1, February 3,
2000 1999 1998 1997 1996
----------------- ---------------- ------------------ ------------------ ---------------
(Dollars in thousands, except per share data) (53 WEEKS)
Consolidated Operating Data:
<S> <C> <C> <C> <C> <C>
Sales $ 932,789 $ 943,805 $ 967,090 $ 1,014,889 $ 1,023,664
Gross margin 242,333 232,975 243,644 256,242 254,355
Selling, general and administrative
expenses 205,820 203,220 208,133 218,253 227,460
Store closing, asset revaluation and
lease termination(1) 8,367 2,925 -- 1,700 6,519
Depreciation and amortization 20,781 18,885 19,068 20,494 23,555
----------- ----------- ----------- ----------- -----------
Operating income (loss) 7,365 7,945 16,443 15,795 (3,179)
Interest expense 13,906 11,870 11,751 12,547 15,497
----------- ----------- ----------- ----------- -----------
Earnings (loss) before income
taxes & extraordinary charge (6,541) (3,925) 4,692 3,248 (18,676)
Income taxes (benefit) -- -- (400) -- (609)
Extraordinary charge(2) -- -- -- -- 625
----------- ----------- ----------- ----------- -----------
Net earnings (loss) $ (6,541) $ (3,925) $ 5,092 $ 3,248 $ (18,692)
=========== =========== =========== =========== ===========
Earnings (loss) per common
share - diluted $ (.60) $ (.36) $ .45 $ .29 $ (1.68)
CONSOLIDATED BALANCE
SHEET DATA (AT YEAR-END):
Total assets $ 260,416 $ 283,315 $ 257,619 $ 251,124 $ 261,218
Total debt (including capital leases) 144,735 138,770 116,147 109,297 117,123
Total shareholders' equity 21,978 28,386 32,237 26,688 23,921
</TABLE>
(1) Represents a charge of $1.7 million to provide for costs of closed stores,
$4.6 million for asset revaluations, and a $2.1 million goodwill write off
in fiscal 1999. Represents a $2.9 million charge related to future lease
costs for the mainframe, and various related software, software licenses
and contracting costs in connection with the migration from mainframe to
client/server technology in fiscal 1998. Represents a charge of $1.7
million to provide for costs of closed stores and asset revaluations in
fiscal 1996. Represents a charge of $6.5 million for asset revaluations in
fiscal 1995. See Notes C, E and I of the notes to the Company's
consolidated financial statements included elsewhere in this document.
(2) Represents a charge of $625,000 related to the refinancing of the Revolving
Credit Facility in fiscal 1995.
16
<PAGE>
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following table sets forth certain key operating statistics as a percentage
of sales for the periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
January 29, January 30, January 31, February 1, February 3,
2000 1999 1998 1997 1996
-------------- -------------- -------------- -------------- --------------
(53 WEEKS)
<S> <C> <C> <C> <C> <C>
Operations Statement Data:
Sales 100.00% 100.00% 100.00% 100.00% 100.00%
Gross margin 25.98 24.68 25.19 25.25 24.85
Selling, general and
administrative expenses 22.07 21.53 21.52 21.51 22.22
Store closing, asset revaluation
and lease termination 0.90 0.31 - 0.17 0.64
Depreciation and amortization
expenses 2.22 2.00 1.97 2.02 2.30
-------------- -------------- -------------- -------------- --------------
Operating income (loss) 0.79 0.84 1.70 1.56 (0.31)
Interest expense 1.49 1.26 1.22 1.24 1.51
-------------- -------------- -------------- -------------- --------------
Earnings (loss) before income
taxes & extraordinary charge (0.70) (0.42) 0.48 0.32 (1.83)
Income taxes (benefit) - - (0.04) - (0.06)
Extraordinary charge - - - - 0.06
-------------- -------------- -------------- -------------- --------------
Net earnings (loss) (0.70) (0.42) 0.52 0.32 (1.83)
============== ============== ============== ============== ==============
</TABLE>
BANKRUPTCY CASE
The Company commenced the Bankruptcy Case on February 29, 2000. Additional
information relating to the Bankruptcy Case is set forth in Liquidity and
Capital Resources in this section, PART 1, ITEM 1 of this Form 10-K report under
the caption "DEBT RESTRUCTURING," and Note B of the notes to the consolidated
financial statements under the caption "Subsequent Events - Reorganization
Proceedings Under Chapter 11 of the Bankruptcy Code". Such information is
incorporated herein by reference.
RESULTS OF OPERATIONS
SALES
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
JANUARY 29, JANUARY 30, JANUARY 31,
2000 1999 1998
------------------- --------------------- --------------------
<S> <C> <C> <C>
Sales $ 932,789 $ 943,805 $ 967,090
Percent Change (1.2)% (2.4)% (4.7)%
Same Store Change (3.3)% (2.3)% (5.2)%
</TABLE>
Sales for fiscal 1999 were $932.8 million, a decrease of $11.0 million or 1.2%
from fiscal 1998. Same store sales decreased 3.3% from fiscal 1998 to fiscal
1999. Same store sales decreases are attributed primarily to a
17
<PAGE>
continuation of competitive store openings during the year. The Company was
operating 84 stores as of the end of fiscal 1999 and 89 stores at the end of
fiscal 1998.
Sales for fiscal 1998 were $943.8 million, a decrease of $23.3 million or 2.4%
from fiscal 1997. Same store sales decreased 2.3% from fiscal 1997 to fiscal
1998. Same store sales decreases are attributed primarily to competitive store
openings during the year. The Company was operating 89 stores as of the end of
fiscal 1998 and 90 stores at the end of fiscal 1997.
GROSS MARGIN
Gross margin as a percentage of sales was 25.98% in fiscal 1999 compared to
24.68% in fiscal 1998 and 25.19% in fiscal 1997. Gross margin was $9.4 million
or 4.02% higher in fiscal 1999 than in fiscal 1998 due primarily to a decrease
of $7.4 million in promotional costs, an increase of $2.0 million in vendor
rebates and allowances, a favorable change in LIFO of $1.4 million, and better
buying practices, including the benefit of new systems installed in fiscal 1997
and 1998, partially offset by $2.7 million in volume-related decreases. The
decrease in gross margin in fiscal 1998 is primarily the result of
volume-related decreases of $5.9 million and a $4.8 million decrease primarily
due to increased promotional activity. Gross margin included a net benefit for
LIFO of $0.7 million (due primarily to the effect of layer liquidation benefits
of $0.9 million), or 0.08% of sales, in fiscal 1999; a charge of $0.7 million,
or 0.07% of sales in fiscal 1998; and a charge of $0.8 million, or 0.08% of
sales, in fiscal 1997.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses as a percentage of sales were
22.07% in fiscal 1999 compared to 21.53% in fiscal 1998 and 21.52% in fiscal
1997. Selling, general and administrative expenses were $2.6 million or 1.3%
higher in fiscal 1999 than 1998 due primarily to $3.8 million in increased
occupancy costs relating to newer stores, $2.6 million in contractual wage
increases and a $1.3 million increase in insurance expense due to a favorable
reduction in reserves in fiscal 1998 not repeated in fiscal 1999, partially
offset by a $2.9 million decrease in technology related costs and $1.5 million
for the elimination of balances relating to certain stores sold during fiscal
1999, including capital lease assets and related obligations and deferred gains.
Selling, general and administrative expenses were $4.9 million or 2.4% lower in
fiscal 1998 than fiscal 1997 primarily due to lower sales, increased associate
productivity, a $1.0 million gain on the sale of the bakery and a $2.1 million
temporary reduction in associate benefit costs (health and welfare), partially
offset by increased costs relating to strategic systems initiatives of $3.4
million.
PROVISION FOR STORE CLOSING, ASSET REVALUATION AND LEASE TERMINATION
During fiscal 1999, the Company added three stores to the reserve for which $1.7
million was provided for estimated future costs, including $0.9 million for
future lease costs and $0.8 million for asset revaluations. During fiscal 1998
the Company benefited $0.6 million from favorable lease terminations and changes
in estimates for six stores that were included in the reserve at January 31,
1998, and from $0.2 million in favorable changes in estimates for stores
remaining in the reserve at January 30, 1999. Additionally, during fiscal 1998,
the Company added two stores to the reserve for which $0.8 million was provided
for estimated future costs. During fiscal 1997, the costs to close three stores
of $0.6 million and provide for $1.9 million of estimated future costs on stores
to be closed was offset by $1.2 million of favorable lease terminations and $1.3
million of favorable changes in estimates on closed stores. (See Note E to the
Company's consolidated financial statements, "Reserve for Closed Stores").
During fiscal 1999, the Company also recognized a charge of $6.7 million for
asset revaluations. This charge represents $4.6 million in revaluations on
assets for underperforming stores and a $2.1 million write off of the entire
unamortized balance of goodwill (see Note C in the notes to the consolidated
financial statements).
18
<PAGE>
In the fourth quarter of fiscal 1998, the Company accrued $2.9 million, payable
in 12 equal monthly installments in calendar 1999, for costs associated with the
migration from mainframe to client/server technology. The charge primarily
relates to future lease costs relating to the mainframe, and various related
software, software licenses and contracting costs. Such charge is included in
the caption "Store closing, asset revaluation and lease termination" in the
consolidated statements of operations (see Note I in the notes to the
consolidated financial statements).
The Company closed five stores during fiscal 1999, four stores during fiscal
1998 and three stores during fiscal 1997.
DEPRECIATION AND AMORTIZATION EXPENSE
Depreciation and amortization expense as a percentage of sales was 2.22% in
fiscal 1999 compared to 2.00% in fiscal 1998 and 1.97% in fiscal 1997.
Depreciation and amortization expense was $1.9 million or 10.0% higher in fiscal
1999 than fiscal 1998 due to a $1.0 million increase in capital lease
depreciation and $0.9 million increase in amortization of software. The decrease
in depreciation and amortization expense in fiscal 1998 is primarily related to
a number of assets being fully depreciated in fiscal 1997 offset partially by
increased depreciation on capital lease assets and amortization of software
costs. There were three replacement stores and one new store opened in fiscal
1999, two replacement stores and one new store opened in fiscal 1998 and one new
store opened in fiscal 1997.
OPERATING INCOME
Operations for fiscal 1999 resulted in operating income of $7.4 million or
0.79% of sales compared to operating income of $7.9 million or 0.84% of sales
during fiscal 1998 and operating income of $16.4 million or 1.70% of sales in
fiscal 1997. Operating income decreased in fiscal 1999 due primarily to store
closing and asset revaluation charges partially offset by gross margin
increases. Operating income in fiscal 1998 decreased due primarily to gross
margin decreases, increased costs related to strategic systems initiatives and
the charge for costs associated with the migration from mainframe to
client/server technology, partially offset by the reduction in selling, general
and administrative costs.
INTEREST EXPENSE
Net interest expense increased to 1.49% of sales in fiscal 1999 compared to
1.26% of sales in fiscal 1998 and 1.22% of sales in fiscal 1997. Interest
expense increased in fiscal 1999 and 1998 due primarily to increased interest on
capital lease obligations.
NET EARNINGS (LOSS)
The Company recognized a net loss of $6.5 million or $0.60 per share on a
diluted basis for fiscal 1999 compared to a net loss of $3.9 million or $0.36
per share on a diluted basis for fiscal 1998 and net earnings for fiscal 1997 of
$5.1 million or $0.45 per share on a diluted basis. The weighted average common
shares outstanding were 10,935,887, 10,936,559, and 10,919,720 for fiscal years
1999, 1998 and 1997, respectively.
No tax benefit was recognized in fiscal 1999 or 1998 as the Company is in a net
operating loss carryforward position. The fiscal 1997 tax provision benefited
from the utilization of net operating loss carryforwards that were not
previously recognized. Valuation allowances have been established for the entire
amount of net deferred tax assets due to the uncertainty of future
recoverability (See Note J to the Company's consolidated financial statements).
19
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
As a result of the Company's inability to refinance its Senior Notes, due April
15, 2000, the Company filed the Bankruptcy Case on February 29, 2000. The
Company is currently operating its business and managing properties as a
debtor-in-possession pursuant to the Bankruptcy Code (see PART 1, ITEM 1 of this
Form 10-K report under the caption "DEBT RESTRUCTURING" and Note B of the notes
to the consolidated financial statements under the caption "Subsequent Events -
Reorganization Proceedings Under Chapter 11 of the Bankruptcy Code").
In connection with the Plan, the Company expects to make $15 million in
principal payments on the Senior Notes. In the event the Company rejects the 17
remaining leases out of the 20 stores to be closed (one store was owned and two
stores were sold or terminated subsequent to year end), the Company would expect
to make payments of approximately $9.1 million. In addition, the Company expects
to pay another $2.2 million for lease rejection payments on the dark stores.
In connection with the Plan, the Company estimates that it will incur
approximately $1.6 million in charges related to employee termination benefits
and $4.0 million for professional fees related to the Plan and the Bankruptcy
Case, including a payment of $1.3 million to Jeffries and Company for financial
advisory fees upon consummation of a confirmed Plan.
The Plan expenditures discussed above will be funded primarily from existing
cash, internally generated cash flows from operations, proceeds from the sale of
certain of the Company's assets, and short-term borrowings from the DIP Facility
and Exit Facility.
During fiscal 1999, the 20 underperforming stores had sales of approximately
$140 million and operating losses of approximately $3 million, excluding
corporate allocations of overhead. As such, the Company anticipates that the
closing of the stores will have a favorable impact on operating income,
excluding the expenses related to the debt restructuring and Bankruptcy Case,
which is discussed in PART 1, ITEM 1 of this Form 10-K report under the
caption "DEBT RESTRUCTURING" and Note B of the notes to the consolidated
financial statements under the caption "Subsequent Events - Reorganization
Proceedings Under Chapter 11 of the Bankruptcy Code".
Net cash flows from operating activities were $3.2 million in fiscal 1999
compared to $21.1 million in fiscal 1998 and $8.5 million in fiscal 1997. The
1999 decrease compared to 1998 is due primarily to a $21.4 million decrease in
accounts payable and accrued and other liabilities, compared to an increase of
$3.9 million in 1998. The 1998 increase compared to 1997 is due primarily to a
$9.1 million decrease in inventories, compared to an increase of $8.2 million in
1997. Working capital changes used $17.9 million of cash in fiscal 1999 compared
to fiscal 1998 providing $2.5 million of cash and fiscal 1997 using $18.4
million of cash.
Capital expenditures totaled $28.8 million in fiscal 1999, $39.7 million in
fiscal 1998 and $21.6 million in fiscal 1997, including $6.1 million, $19.2
million and $6.1 million invested in property held for resale in fiscal 1999,
1998, and 1997, respectively.
20
<PAGE>
The following table summarizes store development and planned reductions:
<TABLE>
<CAPTION>
PLANNED
FISCAL FISCAL FISCAL
2000 1999 1998
------------ ------------ ------------
<S> <C> <C> <C>
New stores 0 4 3
Store closings and sales 20 9 4
Expansions and major remodels 5 4 3
Store count, end of year 64 84 89
</TABLE>
The Company is planning capital expenditures of approximately $13.7 million in
fiscal 2000, which is expected to be funded primarily from internally generated
cash flows, sale/leaseback transactions and short-term borrowings from the DIP
Facility and Exit Facility.
The Company owned nine of its 84 stores as of January 29, 2000, one of which was
included in "Property held for resale", and leased the remainder. Three stores
were sold and leased back providing $18.5 million of proceeds during fiscal
1999, six stores were sold and leased back providing $31.0 million of proceeds
during fiscal 1998 and one store was sold and leased back providing $2.8 million
of proceeds during fiscal 1997. The Company sold four stores, including
property, equipment and inventory, during fiscal 1999 providing $11.9 million of
proceeds.
State insurance reserve requirements for funds held in escrow by third parties
to satisfy claim liabilities recorded for workers' compensation, automobile and
general liability costs were reduced by $3.8 million in fiscal 1998. These funds
were returned to Eagle from November 1, 1998 to October 31, 1999, primarily
through the elimination of funding requirements for workers' compensation and
general liability loss projections for this period.
The Company completed a three-year agreement in May of 1995 with Congress for
a $40 million Revolving Credit Facility. The Revolving Credit Facility is
secured by inventories located at the Company's central distribution facility
and stores and is intended to provide for the Company's short-term liquidity
needs and capital expenditures. On February 9, 2000, the Company entered into
an amendment of the Revolver with Congress which extended the terms of the
existing Revolver and provided the DIP Facility if the Company became subject
to a proceeding under Chapter 11 of Title 11 of the United States Code. The
DIP financing was defined in the amendment as financing with terms and
conditions substantially identical to the terms and conditions set forth in
the Revolver, both of which to have a term ending on April 15, 2002, per the
amendment. As a result of the Bankruptcy Case, the $2 million dollar balance
on the Revolver as of the Petition Date became a secured claim with an
estimated recovery of 100% through the Bankruptcy Case per the Plan.
On March 21, 2000, the Court entered a final order approving the DIP
Facility. The DIP Facility is available to provide funds to the Company for
continuous operations and to meet ongoing financial commitments to vendors
and employees during the Bankruptcy Case. Congress has committed to provide
the financing for the Company after exiting from bankruptcy, and they are in
the process of negotiating the terms and conditions of the Exit Facility. The
Exit Facility is conditioned upon confirmation and consummation of the Plan
and the Company anticipates it will have substantially the same terms and
conditions as the Revolving Credit Facility
21
<PAGE>
(see PART 1, ITEM 1 of this Form 10-K report under the caption "DEBT
RESTRUCTURING" and Note B of the notes to the consolidated financial statements
under the caption "Subsequent Events - Reorganization Proceedings Under Chapter
11 of the Bankruptcy Code").
At January 29, 2000, the Company had no borrowing against the Revolving Credit
Facility and no letters of credit outstanding, resulting in $38.4 million of
availability under the amended Credit Agreement. The availability under the
Amended Credit Agreement is expected to decrease by approximately $6.0 million
due to the elimination of inventory in the 20 underperforming stores to be
closed/sold, and the Company expects additional reductions relating to borrowing
for costs associated with the Plan as noted above.
The following table summarizes borrowing and interest information for the
Revolver:
<TABLE>
<CAPTION>
FISCAL 1999 FISCAL 1998 FISCAL 1997
JANUARY 29, JANUARY 30, JANUARY 31,
2000 1999 1998
---------------- ---------------- ----------------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Borrowed as of year-end $ - $ - $ 7.2
Letters of Credit as of year-end $ - $ - $ -
Maximum amount outstanding during year $ 6.4 $ 10.3 $ 13.8
Average amount outstanding during year $ 0.2 $ 0.9 $ 1.0
Weighted average interest rate 9.0 % 9.2 % 9.3 %
</TABLE>
Working capital and the current ratio were as follows:
<TABLE>
<CAPTION>
WORKING CURRENT
CAPITAL RATIO
----------------- -----------------
(DOLLARS IN MILLIONS)
<S> <C> <C>
January 29, 2000 $ (70.0) 0.61 to 1
January 30, 1999 $ 17.4 1.18 to 1
January 31, 1998 $ 13.4 1.14 to 1
</TABLE>
The Company was in compliance with all covenants at January 29, 2000, however
the Company filed bankruptcy on February 29, 2000 (see PART 1, ITEM 1 of this
Form 10-K report under the caption "DEBT RESTRUCTURING" and Note B of the notes
to the consolidated financial statements under the caption "Subsequent Events -
Reorganization Proceedings Under Chapter 11 of the Bankruptcy Code").
The Company reclassified its $100 million in Senior Notes, due April 15, 2000,
from Long-Term Debt to Current Liabilities, resulting in negative working
capital of $70.0 million at January 29, 2000.
Management believes that the Plan and the funds available from the DIP Facility
and Exit Facility, along with proceeds from sale of certain of the Company's
assets, cash on hand and cash provided by operations, will provide sufficient
liquidity to the Company.
INFLATION
Inflation has had only a minor effect on the operations of the Company and its
internal and external sources of liquidity and working capital.
22
<PAGE>
NEW ACCOUNTING STANDARDS
In June 1998 the Financial Accounting Standards Board issued SFAS No.133,
"Accounting for Derivative Instruments and Hedging Activities." This new
standard establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. It requires that an entity recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. This standard is effective
for the Company's 2001 fiscal year. The Company has not yet completed its
evaluation of this standard or its potential impact on the Company's reporting
requirements.
SAFE HARBOR STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
The statements under Management's Discussion and Analysis of Financial Condition
and Results of Operations and the other statements in this Form 10-K which are
not historical facts are forward looking statements. These forward looking
statements involve risks and uncertainties that could render them materially
different, including, but not limited to, the effect of economic conditions, the
impact of competitive stores and pricing, availability and costs of inventory,
the rate of technology change, the cost and uncertain outcomes of pending and
unforeseen litigation, the approval of the Plan by the Bankruptcy Court, the
ability of the Company to consummate the Plan on the terms specified in such
Plan and the timing of such consummation, the availability of capital, supply
constraints or difficulties, the effect of the Company's accounting policies,
the effect of regulatory, legal and other risks detailed in the Company's
Securities and Exchange Commission filings.
ITEM 7a: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company is exposed to certain market risks which are inherent in the
Company's financial instruments which arise from transactions entered into in
the normal course of business. Although the Company currently utilizes no
derivative financial instruments which expose the Company to significant market
risk, the Company is exposed to fair value risk due to changes in interest rates
with respect to its long-term debt borrowings.
The Company is subject to interest rate risk on its long-term fixed interest
rate debt borrowings. Borrowings on the Revolving Credit Facility do not give
rise to significant interest rate risk because of the floating interest rate
charged on such borrowings. The Company manages its exposure to interest rate
risk by utilizing a combination of fixed and floating rate borrowings.
The following describes information relating to the Company's instruments which
are subject to interest rate risk at January 29, 2000 (dollars in millions):
<TABLE>
<CAPTION>
Description Contract Terms Interest Rate Cost Fair Value
- ----------- -------------- ------------- ---- ----------
<S> <C> <C> <C> <C>
Senior Notes Due April 15, 2000 8 5/8% fixed $100 $73.0
</TABLE>
23
<PAGE>
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of
Eagle Food Centers, Inc.:
We have audited the accompanying consolidated balance sheets of Eagle Food
Centers, Inc. and subsidiaries as of January 29, 2000 and January 30, 1999, and
the related consolidated statements of operations, equity, and cash flows for
each of the three years in the period ended January 29, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Eagle Food Centers, Inc. and
subsidiaries as of January 29, 2000 and January 30, 1999 and the results of
their operations and their cash flows for each of the three years in the period
ended January 29, 2000 in conformity with accounting principles generally
accepted in the United States of America.
The accompanying consolidated financial statements for the year ended
January 29, 2000 have been prepared assuming that the Company will continue
as a going concern. As discussed in Note B to the consolidated financial
statements, the Company filed for Chapter 11 Bankruptcy on February 29, 2000
in order to reorganize the Company's operations and restructure the Company's
Senior Notes. The Company is uncertain about if or when it will emerge from
Chapter 11 Bankruptcy, which raises substantial doubt about the Company's
ability to continue as a going concern. Management's plans concerning this
matter are also discussed in Note B. The financial statements do not include
adjustments that might result from the outcome of this uncertainty.
The accompanying consolidated financial statements do not purport to reflect
or provide for the consequences of the bankruptcy proceedings. In particular,
such financial statements do not purport to show (a) as to assets, their
realizable value on a liquidation basis or their availability to satisfy
liabilities; (b) as to prepetition liabilities, the amounts that may be
allowed for claims or contingencies, or the status and priority thereof;
(c) as to stockholder accounts, the effect of any changes that may be made in
the capitalization of the Company; or (d) as to operations, the effect of any
changes that may be made in its business.
As discussed in Note C to the financial statements, the Company changed its
method of accounting for goodwill.
DELOITTE & TOUCHE LLP
Davenport, Iowa
April 14, 2000
24
<PAGE>
<TABLE>
<CAPTION>
EAGLE FOOD CENTERS, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- -------------------------------------------------------------------------------------------------------------------
JANUARY 29, JANUARY 30,
ASSETS 2000 1999
--------- ---------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 18,558 $ 11,775
Restricted assets 6,418 9,846
Accounts receivable, net of allowance for doubtful accounts
of $1.4 million in fiscal 1999 and $1.2 million in fiscal 1998 15,536 16,537
Income taxes receivable 25 926
Inventories, net of LIFO reserve of $9.6 million in fiscal 1999 and
$10.3 million in fiscal 1998 66,690 74,069
Prepaid expenses and other 780 1,392
--------- ---------
Total current assets 108,007 114,545
Property and equipment (net) 128,971 132,364
Other assets:
Deferred debt issuance costs (net) 104 585
Excess of cost over fair value of net assets acquired (net) -- 2,325
Property held for resale 8,016 20,025
Other 15,318 13,471
--------- ---------
Total other assets 23,438 36,406
--------- ---------
Total assets $ 260,416 $ 283,315
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 36,365 $ 47,434
Payroll and associate benefits 14,294 14,318
Accrued liabilities 15,026 25,353
Reserve for closed stores 3,088 1,302
Accrued taxes 8,155 7,795
Current portion of long term debt 101,128 991
--------- ---------
Total current liabilities 178,056 97,193
Long term debt:
Senior Notes -- 100,000
Capital lease obligations 42,879 37,779
Other 728 --
--------- ---------
Total long term debt 43,607 137,779
Other liabilities:
Reserve for closed stores 6,898 9,434
Other deferred liabilities 9,877 10,523
--------- ---------
Total other liabilities 16,775 19,957
Shareholders' equity:
Preferred stock, $.01 par value, 100,000 shares authorized -- --
Common stock, $.01 par value, 18,000,000 shares authorized,
11,500,000 shares issued 115 115
Capital in excess of par value 53,336 53,336
Common stock in treasury, at cost, 560,952 and 581,202 shares (2,228) (2,309)
Accumulated other comprehensive income 13 47
Other -- (140)
Retained earnings (deficit) (29,258) (22,663)
--------- ---------
Total shareholders' equity 21,978 28,386
--------- ---------
Total liabilities and shareholders' equity $ 260,416 $ 283,315
========= =========
</TABLE>
See notes to the consolidated financial statements.
25
<PAGE>
<TABLE>
<CAPTION>
EAGLE FOOD CENTERS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
- -------------------------------------------------------------------------------------------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED
JANUARY 29, JANUARY 30, JANUARY 31,
2000 1999 1998
------------------ ------------------- -------------------
<S> <C> <C> <C>
Sales $ 932,789 $ 943,805 $ 967,090
Cost of goods sold 690,456 710,830 723,446
------------ ------------ ------------
Gross margin 242,333 232,975 243,644
Operating expenses:
Selling, general and administrative 205,820 203,220 208,133
Store closing, asset revaluation and
lease termination 8,367 2,925 --
Depreciation and amortization 20,781 18,885 19,068
------------ ------------ ------------
Operating income 7,365 7,945 16,443
Interest expense 13,906 11,870 11,751
------------ ------------ ------------
Earnings (loss) before income taxes (6,541) (3,925) 4,692
Income taxes (benefit) -- -- (400)
------------ ------------ ------------
Net earnings (loss) $ (6,541) $ (3,925) $ 5,092
============ ============ ============
Weighted average common shares outstanding 10,935,887 10,936,559 10,919,720
Weighted average common and potential
common shares outstanding 10,995,917 11,084,569 11,364,496
Basic net earnings (loss) per common share:
Net earnings (loss) $ (0.60) $ (0.36) $ .47
============ ============ ============
Diluted net earnings (loss) per common share:
Net earnings (loss) $ (0.60) $ (0.36) $ .45
============ ============ ============
</TABLE>
See notes to the consolidated financial statements.
26
<PAGE>
<TABLE>
<CAPTION>
EAGLE FOOD CENTERS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(DOLLARS IN THOUSANDS)
- ------------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK
-------------------------------------------------------------------------------
CAPITAL IN TREASURY
PAR EXCESS OF -----------------------------
SHARES VALUE PAR VALUE SHARES DOLLARS
------------------ ----------- ---------------- ---------------- ------------
<S> <C> <C> <C> <C> <C>
BALANCE, FEBRUARY 1, 1997 11,500,000 $ 115 $ 53,336 633,361 $ (2,590)
Comprehensive income/(loss):
Net earnings
Pension liability adjustment (net of tax)
Change in unrealized gain/(loss)
on marketable securities
Total comprehensive income/(loss)
Purchase of treasury shares 12,953 (49)
Stock options exercised (93,187) 380
------------------ ----------- ---------------- ---------------- ------------
BALANCE, JANUARY 31, 1998 11,500,000 115 53,336 553,127 (2,259)
Comprehensive income/(loss):
Net loss
Pension liability adjustment (net of tax)
Change in unrealized gain/(loss)
on marketable securities
Total comprehensive income/(loss)
Purchase of treasury shares 50,200 (137)
Forgiveness of officer stock
sale receivable
Stock options exercised (22,125) 87
------------------ ----------- ---------------- ---------------- ------------
BALANCE, JANUARY 30, 1999 11,500,000 115 53,336 581,202 (2,309)
Comprehensive income/(loss):
Net loss
Pension liability adjustment (net of tax)
Change in unrealized gain/(loss)
on marketable securities
Total comprehensive income/(loss)
Forgiveness of officer stock
sale receivable
Stock options exercised (20,250) 81
------------------ ----------- ---------------- ---------------- ------------
BALANCE, JANUARY 29, 2000 11,500,000 $ 115 $ 53,336 560,952 $ (2,228)
================== =========== ================ ================ ============
</TABLE>
See notes to the Consolidated Financial Statements
<TABLE>
<CAPTION>
ACCUMULATED
RETAINED OTHER
EARNINGS COMPREHENSIVE TOTAL
OTHER (DEFICIT) INCOME/(LOSS) EQUITY
------------------ ----------- ------------------ --------------
<S> <C> <C> <C> <C>
BALANCE, FEBRUARY 1, 1997 $ (281) $ (23,725) $ (167) $ 26,688
Comprehensive income/(loss):
Net earnings 5,092
Pension liability adjustment (net of tax) 111
Change in unrealized gain/(loss)
on marketable securities 138
Total comprehensive income/(loss) 5,341
Purchase of treasury shares (49)
Stock options exercised (123) 257
------------------ ----------- ------------------ ---------------
BALANCE, JANUARY 31, 1998 (281) (18,756) 82 32,237
Comprehensive income/(loss):
Net loss (3,925)
Pension liability adjustment (net of tax) (141)
Change in unrealized gain/(loss)
on marketable securities 106
Total comprehensive income/(loss) (3,960)
Purchase of treasury shares (137)
Forgiveness of officer stock
sale receivable 141 141
Stock options exercised 18 105
------------------ ----------- ------------------ ---------------
BALANCE, JANUARY 30, 1999 (140) (22,663) 47 28,386
Comprehensive income/(loss):
Net loss (6,541)
Pension liability adjustment (net of tax) 176
Change in unrealized gain/(loss)
on marketable securities (210)
Total comprehensive income/(loss) (6,575)
Forgiveness of officer stock
sale receivable 140 140
Stock options exercised (54) 27
------------------ ----------- ------------------ ---------------
BALANCE, JANUARY 29, 2000 $ - $ (29,258) $ 13 $ 21,978
================== =========== ================== ===============
</TABLE>
See notes to the Consolidated Financial Statements
27
<PAGE>
<TABLE>
<CAPTION>
EAGLE FOOD CENTERS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
- ------------------------------------------------------------------------------------------------------------------------------------
YEARS ENDED
------------------------------------------------------
JANUARY 29, JANUARY 30, JANUARY 31,
2000 1999 1998
---------------- ----------------- ---------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss) $ (6,541) $ (3,925) $ 5,092
Adjustments to reconcile net earnings (loss) to
net cash flows from operating activities:
Depreciation and amortization 20,781 18,885 19,068
Store closing, asset revaluation and lease termination 8,367 2,925 --
LIFO (credit) charge (735) 685 775
Deferred charges and credits 707 893 1,358
(Gain) loss on disposal of assets (1,414) (910) 603
Changes in assets and liabilities:
Receivables and other assets (3,003) (8,015) (3,902)
Inventories 8,114 9,087 (8,221)
Accounts payable (11,069) 4,356 (746)
Accrued and other liabilities (10,348) (477) (3,216)
Principal payments on reserve for closed stores (1,632) (2,444) (2,275)
-------- -------- --------
Net cash flows from operating activities 3,227 21,060 8,536
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales (purchases) of marketable securities, net 3,218 609 (1,246)
Additions to property and equipment (22,710) (20,532) (15,560)
Additions to property held for resale (6,100) (19,150) (6,069)
Cash proceeds from sale/leasebacks or dispositions
of property and equipment 11,418 14,392 3,664
Cash proceeds from sale/leasebacks or dispositions
of property held for resale 18,903 18,450 2,041
-------- -------- --------
Net cash flows from investing activities 4,729 (6,231) (17,170)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Deferred financing costs -- (50) --
Principal payments of capital lease obligations (1,173) (772) (2,546)
Net revolving credit (repayment) borrowing -- (7,208) 7,208
Purchase of treasury stock -- (137) (49)
-------- -------- --------
Net cash flows from financing activities (1,173) (8,167) 4,613
-------- -------- --------
NET CHANGE IN CASH AND CASH EQUIVALENTS 6,783 6,662 (4,021)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 11,775 5,113 9,134
-------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 18,558 $ 11,775 $ 5,113
======== ======== ========
</TABLE>
See notes to the consolidated financial statements.
28
<PAGE>
EAGLE FOOD CENTERS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JANUARY 29, 2000, JANUARY 30, 1999, AND JANUARY 31, 1998
- --------------------------------------------------------------------------------
NOTE A - ORGANIZATION - Eagle Food Centers, Inc. (the "Company"), a Delaware
corporation, is engaged in the operation of retail food stores, with 84 stores
in the Quad Cities area of Illinois and Iowa, north, central and eastern
Illinois, eastern Iowa, and the Chicago/Fox River Valley and northwestern
Indiana area.
NOTE B - SUBSEQUENT EVENTS - REORGANIZATION PROCEEDINGS UNDER CHAPTER 11 OF
THE BANKRUPTCY CODE
On February 29, 2000 (the "Petition Date"), the Company filed a voluntary
petition under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy
Code"). The petition was filed in the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court") under case number 00-01311 (the
"Bankruptcy Case"). The Company continues to manage its affairs and operate its
business as a debtor-in-possession while the Bankruptcy Case is pending. The
Bankruptcy Case, which is proceeding before the United States District Court for
the District of Delaware (the "Court"), was commenced in order to implement a
financial restructuring of the Company that had been negotiated with holders of
approximately 29% of the principal amount of the Company's Senior Notes due
April 15, 2000 (the "Senior Notes").
The Bankruptcy Case was commenced in order to implement a financial
restructuring of the Company, which includes reorganizing the Company's
operations and restructuring its Senior Notes. The critical terms of the Plan
were pre-negotiated with the Company's largest secured lender, Congress
Financial Corporation (Central) ("Congress"), and the largest identifiable
unsecured institutional holders. Prior to the filing, the Company had definitive
lock-up agreements from the largest institutional holders of its 8 5/8% Senior
Notes due April 15, 2000 representing approximately $29 million of the $100
million in Senior Notes. Pursuant to the lock-up agreements, the identified
institutional holders agreed to vote in favor of the plan of reorganization with
the Court. On March 10, 2000, the Company filed a plan of reorganization to
implement the financial restructuring, which plan was subsequently amended on
April 17, 2000 (as further amended or modified, the "Plan")
The Plan contemplates the closing or sale of 20 underperforming locations, which
will reduce the number of operating stores from 84 for the year ended January
29, 2000 to 64. The Company estimates that total sales will decrease to
approximately $800 million in fiscal 2000 as a result of the decrease in stores.
During fiscal 1999, the 20 underperforming stores had sales of approximately
$140 million and operating losses of approximately $3 million, excluding
corporate allocations of overhead. As such, the Company anticipates that the
closing of the stores will have a favorable impact on operating income,
excluding the expenses related to the debt restructuring and Bankruptcy Case,
which is discussed below.
The Plan also provides, among other things, for replacement of the Senior Notes
with new notes (the "New Senior Notes") that have the following material terms
and conditions; (i) a maturity date of April 15, 2005, (ii) an interest rate of
11%, (iii) a $15 million repayment of outstanding principal by the Company upon
the effective date of the Plan, and (iv) the Company may, at its option and with
no prepayment penalty, redeem the New Senior Notes at any time at 100% of the
principal amount outstanding at the time of redemption. In addition, under the
Plan, the Company will give 15% of the fully-diluted common stock of the Company
to the holders of the Senior Notes, of which 10% will be returned to the Company
if the Company is sold or the debt is retired prior to October 15, 2001. If the
Company is sold or the debt is retired prior to October 15, 2002, 5% of the
common stock will be
29
<PAGE>
returned to the Company. None of the common stock will be returned to the
Company if the Company is not sold or the debt retired prior to October 15,
2002.
On February 9, 2000, the Company entered into an amendment of the Revolving
Credit Facility (the "Revolver") with Congress which extended the terms of the
existing Revolver and provided the interim debtor-in-possession financing (the
"DIP Facility") if the Company became subject to a proceeding under Chapter 11
of Title 11 of the United States Code. The DIP financing was defined in the
amendment as financing with terms and conditions substantially identical to the
terms and conditions set forth in the Revolver, both of which to have a term
ending on April 15, 2002, per the amendment. As a result of the Bankruptcy Case,
the $2 million dollar balance on the Revolver as of the Petition Date became a
secured claim with an estimated recovery of 100% through the Bankruptcy Case per
the Plan.
On March 21, 2000, the Court entered a final order approving the DIP Facility.
The DIP Facility is available to provide funds to the Company for continuous
operations and to meet ongoing financial commitments to vendors and employees
during the Bankruptcy Case. Congress has committed to provide the financing for
the Company after exiting from bankruptcy, and they are in the process of
negotiating the terms and conditions of this credit facility (the "Exit
Facility"). The Exit Facility is conditioned upon confirmation and consummation
of the Plan and the Company anticipates it will have substantially the same
terms and conditions as the Revolving Credit Facility.
On March 1, 2000, the Court approved various "first day" requests including,
among other things, the payment of prepetition claims of employees, utilities,
reclamation claimants, critical trade vendors, and other key constituents. On
March 21, 2000, the Court authorized Eagle to pay all prepetition claims of its
remaining trade creditors.
On April 17, 2000, the Court approved the Company's Disclosure Statement (the
"Disclosure Statement") relating to the Plan. The Company has now mailed the
Disclosure Statement to all of its creditors and shareholders entitled to vote
on the Plan, and the Bankruptcy Court has scheduled a hearing on confirmation of
the Plan for May 17, 2000. Assuming the Plan is accepted by the classes of
creditors and shareholders entitled to vote on the Plan and the Bankruptcy Court
approves the Plan, the Company expects the Plan to become effective
approximately thirty days following the confirmation date. There is no assurance
that the Court will confirm the Plan on May 17, 2000 or that the Plan will
become effective thirty days thereafter.
In accordance with the Bankruptcy Code, the Company may seek approval of the
Bankruptcy Court for the rejection of unexpired real estate leases. On March 21,
2000, the Bankruptcy Court approved a process by which unexpired real estate
leases may be rejected. Additionally, the Company is pursuing the assignment or
sublease of leases on stores that are closed or that will be closed in
connection with the Plan. However, if the leases on these stores cannot be
assigned or subleased, the Company plans to reject these leases through the
Bankruptcy Case. Under Bankruptcy Law, the Company's liability on claims
resulting from such rejections is capped at the greater of 15% of the remaining
lease payments (limited to three year's lease payments) or one year's lease
payments, to the landlord to reject the leases (the "Rejection Damages Cap").
Rejection of the leases, however, does not limit the Company's obligation with
respect to damages arising from the rejection of any corresponding subleases.
30
<PAGE>
As of the 1999 fiscal year end, the Company had the following stores (including
one owned store) for which the leases either will, or may be, rejected through
the Bankruptcy Case or otherwise terminated subsequent to fiscal year end:
DESCRIPTION STORES
----------- ------
Stores included in the closed store reserve:
Dark stores 10
Subleased stores 8
Stores closed and fully subleased 3
Stores open at January 29, 2000, to be closed
or sold in connection with the Plan 20
Stores with leases that have been assigned 11
--
Total 52
--
In the event the Company rejects the 17 remaining leases out of the 20 stores to
be closed (one store was owned and two stores were sold or terminated subsequent
to fiscal year end), the Company would expect to accrue approximately $9.1
million for lease rejection costs. In addition, the Company would reduce the
closed store reserve by approximately $2.7 million for nine of the 10 dark
stores (one store lease expired subsequent to fiscal year end) to reduce the
liability related to such stores to an amount equal to the estimated lease
rejection costs for the dark stores. The Company has not determined whether it
will reject the leases on subleased stores or stores for which leases have been
assigned.
In connection with the Company's rejection of leases, Lucky Stores, Inc.
("Lucky"), the assignor or sublessor of numerous leases to the Company
(including eight dark stores and 13 stores to be closed), has notified the
Company that it will assert an indemnification claim under a certain Transaction
Agreement dated as of October 9, 1987 based on the Company's rejection of the
leases related to eight of the dark stores equal to the full obligation under
such leases, totaling approximately $8.0 million (includes Rejection Damages Cap
and indemnification claim). Additionally, Lucky has advised the Company that it
will file similar claims in the event the Company rejects additional leases that
Lucky assigned or subleased to the Company. If the Company is not able to
assign, sublease, or otherwise terminate such leases, and thus rejects such
leases through the Bankruptcy Case, the aggregate remaining obligation under the
leases for the 13 stores to be closed for which damage claims for
indemnification may be made is approximately $9.7 million (includes Rejection
Damages Cap and indemnification claim). Although the Company disputes Lucky's
right to payment on its indemnification claim beyond the Rejection Damages Cap
and would not be required to pay both a landlord and Lucky the amount of the
Rejection Damages Cap, there can be no assurance that the Company will prevail
in any litigation regarding Lucky's indemnification claims in an amount in
excess of the Rejection Damages Cap.
In connection with the Plan, the Company estimates that it will incur
approximately $1.6 million in charges related to employee termination benefits,
$0.3 million in gains on the sale or disposition of equipment and release of
capital lease obligations, and approximately $4.0 million for professional fees
related to the Plan and the Bankruptcy Case, including a payment of $1.3 million
to Jeffries and Company for financial advisory fees upon consummation of a
confirmed Plan.
31
<PAGE>
The estimated costs are based on information presently available to the Company.
However, the actual costs could differ materially from the estimates.
Additionally, other costs may be incurred which cannot be presently estimated.
Of the 20 underperforming stores to be closed or sold, the Company sold one
store, including property and equipment and inventory. and assigned the lease
for proceeds of $1.9 million, assigned the lease and sold property and equipment
for proceeds of $0.4 million for one other store, and closed a total of 13
stores subsequent to year end.
The accompanying consolidated financial statements have been prepared on a going
concern basis of accounting and do not reflect any adjustments that might result
if the Company is unable to continue as a going concern. The ability of the
Company to continue as a going concern and appropriateness of using the going
concern basis is dependent upon, among other things, (i) confirmation of a plan
of reorganization under the Bankruptcy Code, (ii) the Company's ability to
achieve profitable operations after such confirmation, and (iii) the Company's
ability to generate sufficient cash from operations to meet its obligations.
Management believes that the actions included in the plan of reorganization and
the DIP Facility and Exit Facility, along with cash on hand and cash provided by
operations, will provide sufficient liquidity to allow the Company to continue
as a going concern; however, there can be no assurance that the sources of
liquidity will be available or sufficient to meet the Company's needs. The
consolidated financial statements do not include any adjustments relating to
recoverability and classification of recorded asset amounts or the amount and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FISCAL YEAR - The Company's fiscal year ends on the Saturday closest to January
31st. Fiscal 1999, 1998, and 1997 were 52-week years ending on January 29, 2000,
January 30, 1999, and January 31, 1998, respectively.
BASIS OF CONSOLIDATION - The consolidated financial statements include the
accounts of Eagle Food Centers, Inc. and all subsidiaries. All significant
intercompany transactions have been eliminated.
RISKS AND UNCERTAINTIES - The preparation of the Company's consolidated
financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
The Company is party to 18 collective bargaining agreements with seven local
unions representing 94% of the Company's associates. Five contracts will expire
during 2000, covering 22% of the Company's associates. The Company expects to
negotiate with the unions and to enter into new collective bargaining
agreements. There can be no assurance, however, that such agreements will be
reached without a work stoppage. A prolonged work stoppage affecting a
substantial number of stores could have a material adverse effect on results of
the company's operations.
CASH AND CASH EQUIVALENTS - The Company considers all highly liquid investments
with a maturity of three months or less at the time of purchase to be a cash
equivalent.
32
<PAGE>
RESTRICTED ASSETS - Restricted assets are comprised of marketable securities and
cash held in escrow by third parties. Marketable securities are restricted to
satisfy state insurance reserve requirements related to claim liabilities
recorded for workers' compensation, automobile and general liability costs; such
claim liability reserves are classified as current.
The Company has classified its entire holdings of marketable securities as
available for sale reflecting management's intention to hold such securities for
indefinite periods of time. Such securities are reported at fair value and the
difference between cost and fair value is reported as a separate component of
shareholders' equity until gains and losses are realized. Such amount is a
component in the "Accumulated other comprehensive income" caption of
shareholders' equity.
INVENTORIES - Inventories are valued at the lower of cost or market; cost is
determined by the last-in, first-out (LIFO) method for substantially all
inventories. The current cost of the inventories was greater than the LIFO value
by $9.6 million at January 29, 2000 and $10.3 million at January 30, 1999.
During fiscal 1999, inventory quantities were reduced, which resulted in a
liquidation of certain LIFO layers carried at lower costs which prevailed in
prior years. The effect of the layer liquidation for fiscal 1999 was to decrease
cost of goods sold by $0.9 million.
PROPERTY AND EQUIPMENT - Property and equipment are stated at cost less
accumulated depreciation and amortization. Depreciation is computed by using the
straight-line method over the estimated useful lives of buildings, fixtures and
equipment. Leasehold costs and improvements are amortized over their estimated
useful lives or the remaining original lease term, whichever is shorter.
Leasehold interests are generally amortized over the lease term plus expected
renewal periods or 25 years, whichever is shorter. Property acquired under
capital lease is amortized on a straight-line basis over the shorter of the
estimated useful life of the property or the original lease term.
LONG-LIVED ASSETS - The Company accounts for Long-Lived Assets in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of." Under SFAS No. 121, if the sum of the expected future undiscounted cash
flows is less than the carrying amount of the asset, an impairment loss is
recognized. The impairment is measured based on the estimated fair value of the
asset.
In determining whether an asset is impaired, assets are grouped at the lowest
level for which there are identifiable cash flows that are largely independent
of the cash flows of other groups of assets, which, for the Company, is
generally on a store by store basis. The Company continually monitors
under-performing stores and under-utilized facilities for an indication that the
carrying amount of assets may not be recoverable. Impairment charges are
included in the caption "Store closing, asset revaluation and lease termination"
of the consolidated statement of operations.
During the fiscal year ended January 29, 2000, the Company recognized impairment
losses of $4.6 million consisting of write-downs to estimated fair value of
fixtures and equipment, leasehold improvements, leasehold interest, capital
lease assets, and goodwill of underperforming stores.
The reductions to fair value were based on management's estimate of the amount
that could be realized from the sale of assets in a current transaction between
willing parties based on professional appraisals, offers, actual sale or
disposition of assets subsequent to year end and other indications of fair
value. Operating stores were evaluated by estimating future cash flows on an
undiscounted basis and identifying stores where such cash flows were less than
the carrying value of the store' assets, including goodwill where applicable.
The operations of such stores and estimates of future cash flows have been
adversely affected by the continuation of competitive store openings.
33
<PAGE>
DEBT ISSUANCE COSTS - Debt issuance costs, recorded net of accumulated
amortization of $3.1 million at January 29, 2000 and $3.3 million at January 30,
1999, are amortized over the terms of the related debt agreements.
EXCESS OF COST OVER FAIR VALUE OF NET ASSETS ACQUIRED ("GOODWILL") - During the
fourth quarter of fiscal 1999, the Company changed its method of measuring
impairment of enterprise level goodwill from an undiscounted cash flows method
to a market value method. A market value method compares the enterprise's net
book value to the value indicated by the market price of its equity securities;
if net book value exceeds the market capitalization, the excess carrying amount
of goodwill is written off. The Company believes that the market value method is
preferable since it provides a more current and realistic valuation than the
undiscounted cash flows method and more closely matches the Company's fair
value. In connection with the change in accounting policy with respect to the
measurement of goodwill impairment described above, the entire unamortized
goodwill balance of $2.1 million was written off during the fourth quarter of
fiscal 1999. Such charge is included in the caption "Store closing, asset
revaluation, and lease termination" of the consolidated statement of operations.
The Company compared the aggregate value of its outstanding common stock to book
value during the period from January 31, 1999 through February 29, 2000, the
date trading was suspended, due to the Bankruptcy Case. The market value of the
Company's common stock was not less than book value for any significant period
prior to September 2, 1999. The market value remained below book value from the
period of September 2, 1999 through February 29, 2000. The Company believes the
temporary decline in market value below book value was not other than temporary
until the fourth quarter of fiscal 1999. As market value was less than book
value reduced by goodwill for almost all of the approximately six month period
ending February 29, 2000, the entire amount of the unamortized goodwill is
considered impaired. Goodwill, recorded net of accumulated amortization of $0.9
million at January 30, 1999, was amortized using the straight-line method over
40 years.
PROPERTY HELD FOR RESALE - Property included in this classification represents
land acquired for future development and stores the Company is constructing or
has recently completed which the Company intends to finance through a
sale/leaseback transaction and is reported at the lower of cost or estimated
market value. These properties are expected to continue to be operated by the
Company, are not impaired and have not been written down below cost.
DEFERRED SOFTWARE COSTS - The Company classifies software for internal use as
Other Assets. Software costs are generally amortized over five years beginning
when the software is placed in service. Deferred software balances were $14.3
million and $12.1 million as of January 29, 2000 and January 30, 1999,
respectively; net of accumulated amortization of $6.4 million and $2.9 million,
respectively.
SELF-INSURANCE - The Company is primarily self-insured, through its captive
insurance subsidiary, for workers' compensation, automobile and general
liability costs. For the insurance year beginning November 1, 1997, the
automobile liability has been placed with an outside insurance company. The
self-insurance claim liability is determined actuarially based on claims filed
and an estimate of claims incurred but not yet reported. Self insurance claim
liabilities of $7.0 million as of January 29, 2000 and $6.6 million as of
January 30, 1999 are included in the "Accrued liabilities" caption of the
balance sheet.
STORE CLOSING, ASSET REVALUATION AND LEASE TERMINATION - In the event the
performance or utilization of underperforming stores and underutilized
facilities cannot be improved, management may decide to close, sell or otherwise
dispose of such stores or facilities. A charge for store closing and asset
revaluation is provided when management has reached the decision to close, sell
or otherwise dispose of such stores within one year and the costs can be
reasonably estimated. The charge for store closing arises primarily from (a) the
discounted value of future lease commitments in excess of the discounted value
of
34
<PAGE>
estimated sublease revenues, (b) store closing costs, (c) elimination of any
goodwill identified with such stores to be closed and (d) revaluing fixed assets
to estimated fair values when assets are impaired, or to net realizable value
for assets to be disposed of (see Long-Lived Assets above). Discount rates have
been determined at the time a store was added to the closed store reserve and
have not been changed to reflect subsequent changes in rates. The Company's
policy is to use a risk-free rate of return for a duration equal to the average
remaining lease term at the time the reserve was established. The discount rate
used for reserves established in fiscal 1999 and 1998 was 5.2% and 4.7%,
respectively.
The provision for store closing, asset revaluation and lease termination
includes the charges discussed above (also see Note E), asset impairment charges
for underperforming stores that are not being closed, sold or otherwise disposed
of (see LONG-LIVED ASSETS above), goodwill impairment charges (see EXCESS OF
COST OVER FAIR VALUE OF NET ASSETS ACQUIRED ("GOODWILL") above) and computer
lease termination charges discussed in Note I. The components of the provision
for the years ended January 29, 2000, January 30, 1999, and January 31, 1998
were as follows:
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
JANUARY 29, JANUARY 30, JANUARY 31,
2000 1999 1998
--------------- --------------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Provision for store closing and asset revaluation $1,664 $ -- $ --
Asset impairment charges for underperforming stores 4,571 -- --
Goodwill impairment charge 2,132 -- --
Computer lease termination charge -- 2,925 --
------ ------ --
Total $8,367 $2,925 $ --
====== ====== =====
</TABLE>
ADVERTISING EXPENSE - The Company's advertising costs, including radio and
television production costs, are expensed as incurred and included in the
"Selling, general and administrative" caption of the consolidated statement of
operations. The components of advertising expense are as follows:
<TABLE>
<CAPTION>
GROSS ADVERTISING CO-OP CREDITS NET ADVERTISING
-------------------------- --------------------------- -------------------------
DOLLARS % OF SALES DOLLARS % OF SALES DOLLARS % OF SALES
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Fiscal 1999 $ 14,862 1.6 % $ 14,594 1.6 % $268 -
Fiscal 1998 $ 17,520 1.8 % $ 15,488 1.6 % $2,032 0.2 %
Fiscal 1997 $ 16,054 1.7 % $ 13,525 1.4 % $2,529 0.3 %
</TABLE>
EARNINGS (LOSS) PER SHARE - Earnings (loss) per share ("EPS") are computed in
accordance with SFAS No. 128, "Earnings per Share". Basic EPS is computed by
dividing consolidated net earnings (loss) by the weighted average number of
common shares outstanding. Diluted EPS is computed by dividing consolidated net
earnings (loss) by the sum of the weighted average number of common shares
outstanding and the weighted average number of potential common shares
outstanding. Potential common shares consist solely of outstanding options under
the Company's stock option plans. All outstanding options were excluded from the
earnings (loss) per share calculation for 1999 and 1998
35
<PAGE>
because they were anti-dilutive. Outstanding options excluded from the
computation of potential common shares (option price exceeded the average market
price during the period) amounted to 39,975 options for 1997.
RECLASSIFICATIONS - Certain reclassifications were made to prior years' balances
to conform with current year presentation.
NEW ACCOUNTING STANDARDS - In June 1998 the Financial Accounting Standards Board
issued SFAS No.133, "Accounting for Derivative Instruments and Hedging
Activities". This new standard establishes accounting and reporting standards
for derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. It requires that an entity
recognize all derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. This standard is
effective for the Company's 2001 fiscal year. The Company has not yet completed
its evaluation of this standard or its potential impact on the Company's
reporting requirements.
NOTE D - CONSOLIDATED STATEMENTS OF CASH FLOWS
For purposes of the Consolidated Statements of Cash Flows, the Company considers
all highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.
SUPPLEMENTAL CASH FLOW INFORMATION:
<TABLE>
<CAPTION>
1999 1998 1997
--------------- --------------- ---------------
<S> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Cash paid for interest $ 13,514 $ 11,717 $ 11,132
Cash paid for income taxes 47 73 52
Non-cash additions to property and equipment 18,536 30,603 2,761
Non-cash additions to the capital lease liability 18,536 30,603 2,761
Non-cash reductions in property and equipment
in connection with sale of stores 11,928 -- --
Non-cash reductions in capital lease liability
in connection with sale of stores 12,524 -- --
Treasury stock issued 81 87 380
Non-cash transfer from property and equipment to
property held for resale -- -- 1,382
Non-cash transfer from closed store reserve to
property and equipment 763 676 --
Additions to property and equipment and debt 878 -- --
Unrealized gain (loss) on marketable securities (210) 106 138
</TABLE>
36
<PAGE>
NOTE E - RESERVE FOR CLOSED STORES
An analysis of activity in the reserve for closed stores for the years ended
January 29, 2000 and January 30, 1999, is as follows:
<TABLE>
<CAPTION>
JANUARY 29, JANUARY 30,
2000 1999
----------------- ----------------
(IN THOUSANDS)
<S> <C> <C>
Balance at beginning of year $ 10,736 $ 13,882
Payments, primarily rental payments, net of sublease rentals
of $1,313 in fiscal 1999 and $1,123 in fiscal 1998 (2,303) (1,450)
Lease termination payments -- (1,632)
Amount classified as a direct reduction of fixed assets (763) (676)
Interest cost 652 612
Provision for store closing and asset revaluation 1,664 --
-------- --------
Balance at end of year (including $3.1 million
and $1.3 million, respectively, classified as current) $ 9,986 $ 10,736
======== ========
</TABLE>
The analysis above does not include the closing of the 20 underperforming stores
in the Plan as the decision to close the stores was not made prior to January
29, 2000 (see Note B).
During fiscal 1999, the Company added three stores to the reserve for which $0.9
million is provided for estimated future costs and $0.8 million is provided to
write down fixed assets to estimated fair value. In addition, one store was
removed from the reserve due to a sale of assets and release of future
obligations. During fiscal 1998, the Company benefited $0.6 million from
favorable lease terminations and changes in estimates for six stores that were
included in the reserve at January 31, 1998, and from $0.2 million in favorable
changes in estimates for stores remaining in the reserve at January 30, 1999.
Additionally, during fiscal 1998, the Company added two stores to the reserve,
for which $0.8 million was provided for estimated future costs and write down of
fixed assets to estimated fair value.
During fiscal 1997, the Company benefited from $1.2 million of favorable lease
terminations for five stores that were included in the closed store reserve at
February 1, 1997, and from $1.3 million in favorable changes in estimates for
stores remaining in the reserve at January 31, 1998, based on current
negotiations with the landlord or potential sublessees. Additionally, during
fiscal 1997, the Company added six stores to the reserve, three of which were
closed during the year with charges of $0.6 million for lease terminations, and
three for which $1.9 million was provided for estimated future costs. The
charges for the six stores were offset by the favorable lease terminations and
changes in estimates.
The reserve at January 29, 2000, represents estimated future cash outflows
primarily related to the present value of net future rental payments. It is
management's opinion that the reserve will be adequate to cover continuing costs
for the existing closed stores.
37
<PAGE>
At the end of fiscal 1999, the reserve included estimated net future costs for
ten closed stores, plus sublease subsidies for eight other closed stores. At the
end of fiscal year 1998, the reserve included estimated net future costs for
five closed stores and two stores to be closed, plus sublease subsidies for nine
other closed stores.
A rollforward presentation of the number of stores in the closed store reserve
for fiscal years 1999 and 1998 is as follows:
<TABLE>
<CAPTION>
1999 1998
------------- -------------
<S> <C> <C>
Number of stores in reserve at beginning of year 16 20
Leases terminated/expired/removed from reserve . (1) (6)
Stores added to the closed store reserve 3 2
--- ---
Number of stores in reserve at end of year 18 16
=== ===
</TABLE>
38
<PAGE>
NOTE F - PROPERTY AND EQUIPMENT
The investment in property and equipment is as follows:
<TABLE>
<CAPTION>
JANUARY 29, JANUARY 30,
2000 1999
------------------ ------------------
(IN THOUSANDS)
<S> <C> <C>
Land $ 5,242 $ 7,315
Buildings 22,087 27,168
Leasehold costs and improvements 41,235 36,797
Fixtures and equipment 139,943 139,210
Leasehold interests 26,033 27,965
Property under capital lease 47,464 42,053
--------- ---------
Total 282,004 280,508
Less accumulated depreciation and amortization (153,033) (148,144)
--------- ---------
Property and equipment (net) $ 128,971 $ 132,364
========= =========
</TABLE>
The Company owned nine of its 84 stores, one of which was classified in
"Property held for resale", as of January 29, 2000 and leased the remainder.
Three stores were sold and leased back providing $18.5 million of proceeds
during fiscal 1999, six stores were sold and leased back providing $31.0 million
of proceeds during fiscal 1998 and one store was also sold and leased back
providing $2.8 million of proceeds during fiscal 1997. The leases on these ten
stores, of which all are recorded as capital leases, have 22-25 year terms with
up to six five-year renewal options. The gains on the sale of these properties
have been deferred and are amortized over the life of the original lease term.
The Company also sold four stores during fiscal 1999 providing $11.9 million of
proceeds, which included $1.1 million for inventory.
Property under capital leases primarily represents capital leases for land,
buildings and improvements. Amortization of the capital lease assets are
included in the caption "Depreciation and amortization" in the consolidated
statements of operations.
Depreciation and amortization are computed using the straight-line method over
the estimated useful lives of the assets. The useful lives of the various
classes of assets are as follows:
Buildings 10-25 years
Fixtures and Equipment 2-12 years
Leasehold Costs & Improvements 5-23 years
Leasehold interests 12-25 years
Property under capital lease Shorter of economic
life or lease term
39
<PAGE>
NOTE G - DEBT
Debt consists of the following:
JANUARY 29, JANUARY 30,
2000 1999
---------- -----------
(IN THOUSANDS)
8 5/8% Senior Notes $100,000 $100,000
Capital leases (Note I) 43,886 38,770
Other 849 --
-------- --------
144,735 138,770
Less current maturities 101,128 991
-------- --------
Total long-term debt $ 43,607 $137,779
======== ========
The Company's 8 5/8% Senior Notes are due April 15, 2000 (see Note B). The
indenture relating to the 8 5/8% Senior Notes contains provisions as well as
certain restrictions relating to certain asset dispositions, sale/leaseback
transactions, payment of dividends, repurchase of equity interests, incurrence
of additional indebtedness and liens, and certain other restricted payments.
The Company entered into a Credit Agreement with Congress on May 25, 1995. The
agreement is a $50 million facility which provides for revolving credit loans
and letters of credit. No more than an aggregate of $20 million of the total
commitment may be drawn by the Company as letters of credit. Total availability
under the Credit Agreement is based on percentages of allowable inventory up to
a maximum of $50 million. In April 1998, the Company extended the terms of the
Revolving Credit Facility to April 15, 2000. The terms of the amendment provide
total availability up to a maximum of $50 million, increases the capital
expenditure limit to $75 million per year, increases the permitted purchase
money security interests and purchase money mortgage amounts to a combined
maximum outstanding amount of $50 million, and provides for reductions in the
interest rate and fees. In February, 2000, the Company again extended the terms
of the Revolving Credit Facility to April 15, 2002 (see Note B). The February
2000 amendment eliminated the restriction on the sale of stores more than two
years old. The amended agreement is secured by a first priority security
interest in all inventories of the Company located in its stores and
distribution center in Milan, Illinois, which first priority lien is
contractually subordinated to the lien of SuperValu Holdings, Inc. in the amount
of $0.8 million. Loans made pursuant to the Credit Agreement bear interest at a
fluctuating interest rate based, at the Company's option, on a margin over the
base interest rate or a margin over the London Interbank Offered Rate multiplied
by the applicable reserve requirement (the adjusted LIBOR Rate). The Credit
Agreement has one financial covenant related to minimum net worth as defined by
the agreement. At January 29, 2000, the defined net worth of the Company
exceeded the minimum amount by approximately $38.1 million.
At January 29, 2000, the Company had no borrowing against the Revolving Credit
Facility and no letters of credit outstanding, resulting in $38.4 million of
availability under the amended Credit Agreement. The interest rate as of January
29, 2000 was 9.00%. At January 30, 1999, the Company had no borrowings against
the Revolving Credit Facility and had no letters of credit outstanding. The
interest rate as of January 30, 1999 was 8.25%.
40
<PAGE>
The Company was in compliance with all the covenants in its debt agreements at
January 29, 2000, however, the Company filed bankruptcy on February 29, 2000
(see Note B).
The Company reclassified its $100 million in Senior Notes, due April 15, 2000,
from Long-Term Debt to Current Liabilities.
NOTE H - TREASURY STOCK
The following summarizes the treasury stock activity for the three years in the
period ended January 29, 2000:
<TABLE>
<CAPTION>
SHARES DOLLARS AVERAGE
----------------- --------------- --------------
(DOLLARS IN THOUSANDS, EXCEPT SHARE INFORMATION)
<S> <C> <C> <C>
Outstanding February 1, 1997 633,361 $ 2,590 $ 4.09
Purchased 12,953 49 3.83
Issued 93,187 380 4.08
----------------- ---------------
Outstanding January 31, 1998 553,127 2,259 4.09
Purchased 50,200 137 2.73
Issued 22,125 87 3.95
----------------- ---------------
Outstanding January 30, 1999 581,202 2,309 3.97
Purchased - - -
Issued 20,250 81 3.97
----------------- ---------------
Outstanding January 29, 2000 560,952 $ 2,228 $ 3.97
================= ===============
</TABLE>
During fiscal 1995 the Company sold 125,000 shares of treasury stock to its
Chief Executive Officer Robert J. Kelly for $2.25 per share (market value at
date of sale) in exchange for a note receivable, which is recorded in the
"Other" caption of shareholders' equity and deducted from equity until the
remaining balance was forgiven in fiscal 1999. In accordance with Mr. Kelly's
employment agreement, $140,625 of the $281,250 note was forgiven in fiscal 1998
and the remainder was forgiven in fiscal 1999. The fiscal 1999 and 1998
forgiveness of the note was recorded as compensation expense and is included in
the caption "Selling, general and administrative" in the Company's consolidated
statements of operations.
The difference between the average share price of treasury stock and exercise of
stock options is charged/credited to retained earnings.
41
<PAGE>
NOTE I - LEASES AND LONG-TERM CONTRACTS
Seventy-five operating stores and 21 closed stores were leased at fiscal year
end, many of which have renewal options for periods ranging from five to 30
years. Some provide the option to acquire the property at certain times during
the initial lease term for approximately its estimated fair market value at that
time, and some require the Company to pay taxes, common area maintenance and
insurance on the leased property. The Company also leases its central
distribution facility under a lease expiring in 2007. Rent expense consists of:
<TABLE>
<CAPTION>
YEAR ENDED
-----------------------------------------------------
JANUARY 29, JANUARY 30, JANUARY 31,
2000 1999 1998
----------------- ----------------- ----------------
(IN THOUSANDS)
<S> <C> <C> <C>
Minimum rent under operating leases $ 16,798 $ 16,291 $ 15,981
Additional rent based on sales 110 109 82
Less rentals received on noncancelable subleases (372) (337) (246)
-------- -------- --------
$ 16,536 $ 16,063 $ 15,817
======== ======== ========
</TABLE>
Future minimum lease payments under operating and capital leases as of January
29, 2000, are as follows:
<TABLE>
<CAPTION>
OPERATING CAPITAL
LEASES LEASES
------------------ ----------------
(IN THOUSANDS)
<S> <C> <C>
2000 $ 16,040 $ 5,315
2001 15,304 5,315
2002 14,612 5,315
2003 13,718 5,254
2004 13,279 5,249
Thereafter 106,188 79,200
------------------ ----------------
Total minimum lease payments $ 179,141 105,648
==================
Less amount representing interest 61,762
----------------
Present value of minimum capital lease payments, including
$1,007 classified as current portion of long-term debt $ 43,886
================
</TABLE>
The operating and capital lease future minimum lease payments do not include
gross minimum commitments of $22.3 million for closed stores, the present value
of which (net of estimated sublease payments) is included in the consolidated
balance sheet caption "Reserve for closed stores."
On February 1, 1996, the Company entered into a ten-year contract for
outsourcing its information system function with EDS (formerly MCI Systemhouse,
Inc.). In connection with the migration from mainframe to client/server
technology, the Company renegotiated this contract with an effective period from
January 27, 1999 to December 31, 1999. The Company and EDS are currently
operating under a
42
<PAGE>
month-to-month agreement with the same terms as the expired contract. In the
fourth quarter of fiscal 1998, the Company accrued $2.9 million, which was paid
in 12 equal installments in calendar 1999, for costs associated with the
migration from mainframe to client/server technology. The charge is primarily
for future lease costs relating to the mainframe, and various software, software
licenses and contracting costs. Such charge is included in the caption "Store
closing, asset revaluation and lease termination" in the consolidated statements
of operations.
NOTE J - INCOME TAXES
The following summarizes significant components of the provision for income
taxes:
<TABLE>
<CAPTION>
YEAR ENDED
-----------------------------------------------
JANUARY 29, JANUARY 30, JANUARY 31,
2000 1999 1998
------------- ------------- --------------
<S> <C> <C> <C>
(IN THOUSANDS)
Income taxes (benefit):
Federal $ - $ - $ (400)
State - - -
------------- ------------- --------------
$ - $ - $ (400)
============= ============= ==============
Income taxes (benefit) consists of the following:
Current:
Federal $ - $ - $ (400)
State - - -
------------- ------------- --------------
$ - $ - $ (400)
============= ============= ==============
Deferred:
Federal $ - $ - $ -
State - - -
------------- ------------- --------------
$ - $ - $ -
============= ============= ==============
</TABLE>
43
<PAGE>
The differences between income taxes (benefit) at the statutory Federal income
tax rate and income taxes (benefit) reported in the consolidated statements of
operations are as follows:
<TABLE>
<CAPTION>
YEAR ENDED
----------------------------------------------------
JANUARY 29, JANUARY 30, JANUARY 31,
2000 1999 1998
--------------- -------------- -------------
(IN THOUSANDS)
<S> <C> <C> <C>
Income taxes (benefit) at statutory Federal
tax rate of 35% $ (2,289) $ (1,374) $ 1,642
Surtax exemption 65 39 (47)
State income taxes, net of Federal benefit (207) (196) 368
Valuation allowance 2,905 1,573 (2,576)
Other (474) (42) 213
--------------- -------------- -------------
Total $ - $ - $ (400)
=============== ============== =============
</TABLE>
Deferred tax assets and liabilities arise because of differences between the
financial accounting bases for assets and liabilities and their respective tax
bases. Deferred income tax assets and liabilities are comprised of the following
significant temporary differences:
<TABLE>
<CAPTION>
JANUARY 29, JANUARY 30,
2000 1999
----------------- -----------------
(IN THOUSANDS)
<S> <C> <C>
Deferred Tax Assets:
Store closing $ 4,447 $ 4,565
Accrued reserves 2,330 1,857
Deferred revenues 1,846 2,032
Associate benefits 966 1,441
Tax credit and net operating loss carryforwards 19,175 13,224
Valuation allowance (14,001) (11,096)
-------- --------
Total $ 14,763 $ 12,023
======== ========
Deferred Tax Liabilities:
Depreciation $ 11,332 $ 9,541
Other, net 3,431 2,482
-------- --------
Total $ 14,763 $ 12,023
======== ========
Net deferred tax asset $ -- $ --
======== ========
</TABLE>
Valuation allowances have been established for the entire amount of the net
deferred tax assets as of January 29, 2000 and January 30, 1999, due to the
uncertainty of future recoverability.
44
<PAGE>
The tax benefit of tax credit carryforwards available, in thousands of dollars,
primarily related to the alternative minimum tax and net operating loss
carryforwards totaled $19,175, with expiration dates as follows: 2000 - $11,
2001 - $62, 2002 - $83, 2003 - $85, 2004 - $85, 2005 - $58, 2006 - $99, 2007 -
$158, 2008 - $101, 2009 - $693, 2010 - $5,794, 2011 - $755, 2012 - $84, 2018 -
$5,424 and unlimited - $5,683.
NOTE K - ASSOCIATE BENEFIT PLANS
RETIREMENT PLANS
Substantially all associates of the Company are covered by trusteed,
non-contributory retirement plans of the Company or by various multi-employer
retirement plans under collective bargaining agreements.
In fiscal 1998, the Company adopted SFAS No 132, "Employers' Disclosures about
Pensions and Other Postretirement Benefits." The Statement does not change the
measurement or recognition of those plans. It does revise and standardize the
disclosure requirements.The Company's defined benefit plans covering salaried
and hourly associates provide benefits that are based on associates'
compensation during years of service. The Company's policy is to fund no less
than the minimum required under the Employee Retirement Income Security Act of
1974. During the years ended January 29, 2000, January 30, 1999, and January 31,
1998, pension costs under the plans totaled $714,000, $701,000, and $713,000,
respectively.
Net periodic pension cost under the Milan Office and Non-Foods Warehouse
Retirement Plan ("Milan Plan") and the Eagle Food Centers, Inc. Associate
Pension Plan ("Eagle Plan") includes the following benefit and cost components
for the years ended January 29, 2000, January 30, 1999, and January 31, 1998.
<TABLE>
<CAPTION>
YEAR ENDED
--------------------------------------------------
JANUARY 29, JANUARY 30, JANUARY 31,
2000 1999 1998
-------------- -------------- --------------
(IN THOUSANDS)
<S> <C> <C> <C>
Service cost $ 624 $ 551 $ 504
Interest cost 863 776 722
Expected return on plan assets (809) (663) (549)
Amortization of prior service cost 36 37 36
----- ----- -----
Net periodic pension cost $ 714 $ 701 $ 713
===== ===== =====
</TABLE>
The amounts included within other comprehensive income arising from a change in
the additional minimum pension liability, net of tax, are income of $176,000 at
December 31, 1999, a loss of $141,000 at December 31, 1998 and income of
$111,000 at December 31, 1997.
45
<PAGE>
The accumulated benefit obligation, changes in projected benefit obligation and
plan assets, the funded status and amounts recognized in the Company's
consolidated balance sheets for the Milan Plan and Eagle Plan, as of the
measurement dates of December 31, 1999 and 1998, are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
(IN THOUSANDS) 1999 1998
------------ ------------
<S> <C> <C>
ACCUMULATED BENEFIT OBLIGATION $ 11,836 $ 11,520
======== ========
CHANGE IN PROJECTED BENEFIT OBLIGATION
Balance at January 1 $ 12,458 $ 10,679
Service cost 624 551
Interest cost 863 776
Actuarial (gain) loss (766) 856
Benefits paid (462) (404)
-------- --------
Balance at December 31 $ 12,717 $ 12,458
======== ========
CHANGE IN PLAN ASSETS AT FAIR VALUE
Balance at January 1 $ 9,998 $ 8,756
Actual return on plan assets 1,083 757
Company contributions 362 889
Benefits paid (462) (404)
-------- --------
Balance at December 31 $ 10,981 $ 9,998
======== ========
RECONCILIATION OF FUNDED STATUS TO AMOUNTS
RECOGNIZED IN FINANCIAL STATEMENTS
Funded status at December 31 $ (1,736) $ (2,460)
Unrecognized loss 87 621
Unrecognized prior service cost 204 239
-------- --------
Recognized accrued cost $ (1,445) $ (1,600)
======== ========
AMOUNTS RECOGNIZED IN THE FINANCIAL STATEMENTS
AT DECEMBER 31
Prepaid Benefit Cost $ 24 $ --
Accrued benefit liability (1,469) (2,100)
Intangible asset -- 211
Accumulated other comprehensive income before income tax -- 289
-------- --------
Net amount recognized $ (1,445) $ (1,600)
======== ========
</TABLE>
Plan assets are held in a trust and include corporate and U.S. government debt
securities and common stocks.
46
<PAGE>
Actuarial assumptions used to develop net periodic pension cost for the fiscal
years 1999, 1998, and 1997 were as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------- -------------
<S> <C> <C> <C>
Discount rate 7.5 % 7.0 % 7.5 %
Expected long term rate of return on assets 8.5 % 8.5 % 8.0 %
Rate of increase in compensation levels 4.0 % 4.0 % 4.0 %
</TABLE>
The Company also participates in various multi-employer plans. The plans provide
for defined benefits to substantially all unionized workers. Amounts charged to
pension cost and contributed to the plans for the years ended January 29, 2000,
January 30, 1999, and January 31, 1998, totaled $6.6 million, $6.8 million, and
$4.3 million, respectively. During 1997 the Company received the benefit of a
pension contribution moratorium from one union local covering seven months for a
total reduction in costs of $2.1 million. Under the provisions of the
Multi-employer Pension Plan Amendments Act of 1980, the Company would be
required to continue contributions to a multi-employer pension fund to the
extent of its portion of the plan's unfunded vested liability if it
substantially or totally withdraws from such plans. Management does not intend
to terminate operations that would subject the Company to such liability.
INCENTIVE COMPENSATION PLANS
The Company has incentive compensation plans for store management and certain
other management personnel. Incentive plans included approximately 237
associates. Provisions for payments to be made under the plans are based
primarily on achievement of sales and earnings in excess of specific performance
targets.
Non-qualified stock option plans were ratified by stockholders and implemented
in 1990 and 1995 for key management associates. Stock options have a ten year
life beginning at the grant date. Options granted under the 1990 plan were
generally vested at 12 months following the grant date. For the options granted
under the 1995 Stock Option Plan vesting provisions generally provide for 1/3 of
the shares vesting at each of the first three anniversaries following the date
of the grant. Certain specific employment agreements provide for different
vesting schedules. As of January 29, 2000, there were 808,313 options available
for future grants. On January 31, 2000 the Company granted Mr. Little, the new
President and Chief Executive Officer the option to purchase up to 600,000
shares of stock of the Company reducing shares available for future grants to
208,313. The Company recognized $60,875 of compensation expense during fiscal
year 1998 as the result of an extension of an exercise period which resulted in
re-measurement. The Company recognized no compensation expense for fiscal years
1999 or 1997 because the exercise price was at or above the market value at the
date of grant.
47
<PAGE>
The following table sets forth the stock option activity for the three years in
the period ended January 29, 2000:
<TABLE>
<CAPTION>
WEIGHTED
OPTION AVERAGE
SHARES PRICE EXERCISE
SUBJECT RANGE PRICE OF
TO OPTION PER SHARE OPTIONS
------------------- ---------------------- -------------
<S> <C> <C> <C>
Outstanding February 1, 1997 1,244,550 $1.50 - $10.00 $3.35
Granted 332,500 $4.00 - $5.00 $4.11
Exercised 93,187 $1.50 - $3.375 $2.77
Forfeited 116,650 $1.50 - $10.00 $3.96
-------------------
Outstanding January 31, 1998 1,367,213 $1.50 - $10.00 $3.52
Granted 70,000 $2.25 - $4.0625 $3.38
Exercised 22,125 $1.50 - $3.375 $1.90
Forfeited 209,238 $1.50 - $10.00 $3.73
-------------------
Outstanding January 30, 1999 1,205,850 $1.50 - $10.00 $3.50
Granted 115,500 $1.25 - $3.625 $2.42
Exercised 20,250 $1.50 $1.50
Forfeited 56,400 $1.50 - $10.00 $3.55
-------------------
Outstanding January 29, 2000 1,244,700 $1.25 - $10.00 $3.43
===================
</TABLE>
Stock options exercisable are as follows:
WEIGHTED
AVERAGE
OPTIONS EXERCISE
EXERCISABLE PRICE
------------------- -------------
January 31, 1998 734,413 $3.27
January 30, 1999 912,684 $3.50
January 29, 2000 975,700 $3.48
48
<PAGE>
The following table summarizes stock option information on outstanding and
exercisable shares as of January 29, 2000:
<TABLE>
<CAPTION>
Weighted
Weighted Average Weighted
Range of Average Remaining Average
Exercise Options Exercise Contractual Options Exercise
Prices Outstanding Price Life Exercisable Price
- ------------------- ----------------- -------------- ------------------ ---------------- ------------
(YEARS)
<S> <C> <C> <C> <C> <C>
$1.25 - $1.50 165,875 $ 1.45 6.83 125,875 $1.50
$2.25-$4.00 787,675 $ 3.27 6.18 592,425 $3.20
$4.0625-$5.00 260,000 $ 4.51 5.82 226,250 $4.52
$8.50-$10.00 31,150 $ 9.23 1.02 31,150 $9.23
------- -------
Total 1,244,700 975,700
========== =======
</TABLE>
NOTE L - STOCK BASED COMPENSATION
The Company accounts for stock option grants and awards under its stock based
compensation plans in accordance with Accounting Principles Board Opinion No.
25. If compensation cost for stock option grants and awards had been determined
based on fair value at the grant dates for fiscal 1999, 1998 and 1997 consistent
with the method prescribed by SFAS No. 123, "Accounting for Stock Based
Compensation", the Company's net earnings (loss) and net earnings (loss) per
share would have been adjusted to the pro forma amounts indicated below:
<TABLE>
<CAPTION>
1999 1998 1997
---------------- ---------------- ---------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Net earnings (loss): As reported $ (6,541) $ (3,925) $ 5,092
Pro Forma $ (6,667) $ (4,029) $ 4,474
Basic net earnings (loss) per share: As reported $ (0.60) $ (0.36) $ .47
Pro Forma $ (0.61) $ (0.37) $ .41
Diluted net earnings (loss) per share: As reported $ (0.60) $ (0.36) $ .45
Pro Forma $ (0.61) $ (0.37) $ .39
</TABLE>
The Company's calculations were made using the Black-Scholes option pricing
model with the following weighted average assumptions: five years expected
option life; stock volatility of 58% to 62% in 1999, 59% to 60% in 1998, and 61%
to 64% in 1997; risk-free interest rate of 6.66% in 1999, 4.7% in 1998, and 5.5%
in 1997; and no dividends during the expected term. Based on this model, the
weighted average fair values of stock options awarded were $1.37, $1.86, and
$2.32 for fiscal years 1999, 1998 and 1997, respectively. During the initial
phase-in period, as required by SFAS No. 123, the proforma amounts were
determined based on stock option grants and awards in fiscal 1999, 1998, and
1997 only. The pro forma amounts for compensation cost may not be indicative of
the effects on net earnings (loss) and net earnings (loss) per share for future
years.
49
<PAGE>
NOTE M - FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts and fair values of the Company's financial instruments as
of January 29, 2000 and January 30, 1999 are as follows:
<TABLE>
<CAPTION>
JANUARY 29, 2000 JANUARY 30, 1999
-------------------------------- ---------------------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
--------------- --------------- --------------- ---------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 18,558 $ 18,558 $ 11,775 $ 11,775
Marketable securities 6,418 6,418 9,846 9,846
Senior Notes 100,000 73,000 100,000 99,472
</TABLE>
The fair value of cash and cash equivalents approximated its carrying value due
to the short-term nature of these instruments. The fair value of marketable
securities and the Senior Notes is based on quoted market prices.
The amortized cost, gross unrealized gains and losses, and estimated fair values
of the Company's marketable securities at January 29, 2000 and January 30, 1999,
are as follows:
<TABLE>
<CAPTION>
JANUARY 29, 2000
-----------------------------------------------------------------
UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
-------------- -------------- ------------ --------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Money market mutual fund, due
within one year $ 582 $ - $ - $ 582
U.S. Treasury notes 5,082 5 86 5,001
Equity securities 740 175 80 835
-------------- -------------- ------------ --------------
Total marketable securities $ 6,404 $ 180 $ 166 $ 6,418
============== ============== ============ ==============
</TABLE>
50
<PAGE>
<TABLE>
<CAPTION>
JANUARY 30, 1999
-----------------------------------------------------------------
UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
-------------- -------------- ------------ --------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Money market mutual fund, due
within one year $ 5,845 $ - $ - $ 5,845
U.S. Treasury notes 2,992 78 - 3,070
Equity securities 785 198 52 931
-------------- -------------- ------------ --------------
Total marketable securities $ 9,622 $ 276 $ 52 $ 9,846
============== ============== ============ ==============
</TABLE>
The maturity of the U.S. Treasury Notes as of January 29, 2000 is as follows:
FAIR
COST VALUE
--------------- ---------------
(IN THOUSANDS)
Within one year $ 998 $ 999
1 - 5 years 4,084 4,002
------ ------
Total U.S. Treasury notes $5,082 $5,001
====== ======
NOTE N - LITIGATION
BANKRUPTCY CASE
The Company commenced the Bankruptcy Case on February 29, 2000. Additional
information relating to the Bankruptcy Case is set forth in Note B of the notes
to the consolidated financial statements under the caption "Subsequent Events -
Reorganization Proceedings Under Chapter 11 of the Bankruptcy Code."
OTHER CASES
During fiscal 1999, the Company reached a settlement in a lawsuit alleging
discrimination in employment which was filed against the Company in 1994 in the
United States District Court for the Central District of Illinois by two current
and one former associates individually and as representative of a class of all
individuals who are similarly situated. The settlement did not have a material
impact on financial results in the first quarter of 1999 since adequate
settlement costs were previously recorded. The Company denied all substantive
allegations of the Plaintiffs and of the class. The Company is subject to
various other unresolved legal actions which arise in the normal course of its
business. It is not possible to predict with certainty the outcome of these
unresolved legal actions or the range of the possible loss.
51
<PAGE>
NOTE O - EARNINGS (LOSS) PER SHARE
Earnings (loss) per share disclosures (net of tax) for the three years in the
period ended January 29, 2000 are as follows:
<TABLE>
<CAPTION>
WTD. AVE.
EARNINGS SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
---------------- ----------------- ----------------
(IN THOUSANDS EXCEPT PER SHARE DATA)
YEAR ENDED JANUARY 29, 2000:
<S> <C> <C> <C>
Basic net loss per share:
Net loss available to common shareholders $(6,541) 10,936 $ (0.60)
======= ========
Effect of dilutive securities - Stock options --
-------
Diluted net loss per share:
Net loss available to common shareholders $(6,541) 10,936 $ (0.60)
======= ======= ========
YEAR ENDED JANUARY 30, 1999:
Basic net loss per share:
Net loss available to common shareholders $(3,925) 10,936 $ (0.36)
======= ========
Effect of dilutive securities - Stock options --
-------
Diluted net loss per share:
Net loss available to common shareholders $(3,925) 10,936 $ (0.36)
======= ======= ========
YEAR ENDED JANUARY 31, 1998:
Basic net earnings per share:
Net earnings available to common shareholders $ 5,092 10,920 $ .47
======= ========
Effect of dilutive securities - Stock options 444
-------
Diluted net earnings per share:
Net earnings available to common shareholders $ 5,092 11,364 $ .45
======= ======= ========
</TABLE>
52
<PAGE>
NOTE P - QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
NET
EARNINGS
NET (LOSS)
GROSS EARNINGS PER SHARE -
SALES MARGIN (LOSS) DILUTED
------------------- ----------------- ---------------- --------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
1999
<S> <C> <C> <C> <C>
Quarter: First $ 230,744 $ 59,382 $ (1,528)(3) $ (.14)(3)
Second 234,434 60,933 684 .06
Third 226,554 58,691 (679) (.06)
Fourth 241,057 63,327 (5,018)(3) (.46)(3)
-------- ------- ------- -----
$ 932,789 $242,333 $(6,541) $ (.60)
========== ========= ========= =======
1998
Quarter: First $ 231,568 $ 57,724 $ 124 $ .01
Second 234,530 59,670 914 .08
Third 226,515 58,050 387 .04
Fourth 251,192 57,531 (5,350)(2) (.49)(2)
-------- ------- ------- -----
$ 943,805 $232,975 $(3,925) $ (.36)
========== ========= ========= =======
1997
Quarter: First $ 239,937 $ 61,987 $ 1,788 $ .16
Second 245,383 62,664 1,378 .12
Third 234,200 58,047 (463)(1) (.04)(1)
Fourth 247,570 60,946 2,389 .21
-------- ------- ------ ---
$ 967,090 $243,644 $ 5,092 $ .45
========== ========= ======== =====
</TABLE>
(1) Net loss attributable to lower gross margin dollars resulting from lower
sales volume and increased promotional activity, partially offset by
lower operating costs.
(2) Net loss attributable to decreased margins primarily due to increased
promotional activity and costs related to the Company's strategic systems
initiatives, including costs to migrate from mainframe to client/server
technology of $2.9 million.
(3) Net loss attributable to a $1.7 million store closing and asset
revaluation charge in the first quarter of fiscal 1999 and a $6.7 million
asset revaluations charge in the fourth quarter of fiscal 1999.
53
<PAGE>
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
There have been no disagreements on accounting principles or practices or
financial statement disclosures between the Company and its independent
certified public accountants during the two fiscal years ended January 29, 2000.
PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Certain information concerning the Company's executive officers is included in
Item 4(a) of Part I of this report. The Board of Directors currently consists of
six members as follows:
NAME AGE POSITION(S) HELD
- ---- --- ----------------
Robert J. Kelly 55 Chairman of the Board
Peter B. Foreman 64 Director
Steven M. Friedman 45 Director
Alain M. Oberrotman 49 Director
Jerry I. Reitman 62 Director
William J. Snyder 57 Director
The business experience of each of the directors during the past five years is
as follows:
Mr. Kelly joined the Company as President and Chief Executive Officer in May
1995 and became a director in June 1995. On March 30, 1998, Mr. Kelly was named
Chairman of the Board of Directors for the Company. Prior to May 1995, Mr. Kelly
was Executive Vice President, Retailing for The Vons Companies, Inc. and was
employed by that Company since 1963. Mr. Kelly has 37 years of experience in the
supermarket industry.
Mr. Foreman is President of Sirius Corporation, a private investment management
firm. Prior to 1993, Mr. Foreman was a Principal at Harris Associate L.P. since
1976. Mr. Foreman has been a director of the Company since June 1989.
Mr. Friedman is a General Partner of Eos Partners, L.P., a private investment
firm, a position he has held since January 1994. Mr. Friedman has served as a
director of the Company since November 1987 and was a General Partner of Odyssey
Partners from April 1988 until December 1993.
Mr. Oberrotman is currently self employed in merchant banking and consulting and
previously was a Principal with Odyssey Partners L.P. from October 1992 to May
1997. Prior to that he was a Principal of Hambro International Equity Partners,
a venture capital firm, from September 1990 to October 1992. Mr. Oberrotman
became a director of the Company in June 1996.
Mr. Reitman is Vice Chairman, Partner of the Callahan Group, a full service
management consulting company in Chicago, Illinois, a lecturer at Northwestern
University, author, and an advisor to Senior Management on direct marketing,
integrated communications, and strategic positioning. Previously, Mr. Reitman
was Executive Vice President, International for Ogilvy and Mather Direct and was
Executive
54
<PAGE>
Vice President of Worldwide Direct Marketing for the Leo Burnett Agency. Mr.
Reitman became a director of the Company in December 1998.
Mr. Snyder is a senior shareholder in the law firm of Snyder, Schwarz, Park &
Nelson P.C., Rock Island, Illinois where he has been employed since March 1983.
Mr. Snyder and the firm have performed legal services in the past for the
Company and the Company expects such services to continue in the future. Mr.
Snyder has been a director of the Company since June 1989.
The directors of the Company are elected annually to serve until the next annual
meeting of shareholders and until their successors have been elected and
qualified. None of the directors or executive officers listed herein is related
to any other director or executive officer.
COMPENSATION OF DIRECTORS
The non-employee directors of the Company receive an annual retainer of $15,000
and fees of $750 for each board meeting and $500 for each committee meeting
attended plus reimbursement of travel expenses. Mr. Snyder does not receive fees
as director, but does receive legal fees for his services as a board and
committee member.
Mr. Oberrotman was paid $121,619 in fiscal 1999 for services rendered as a self
employed consultant in merchant banking in connection with the restructuring of
the Senior Notes of the Company. The Board has determined that the fees paid for
services rendered by Mr. Oberrotman were fair and competitive.
LIMITATION OF LIABILITY OF DIRECTORS
As permitted by the Delaware General Corporation Law, the Certificate of
Incorporation of the Company provides that a director of the Company will not be
personally liable to the Company or its shareholders for monetary damages for
breach of the fiduciary duty of care as a director, including breaches which
constitute gross negligence. By its terms and in accordance with the Delaware
General Corporation Law, this provision does not eliminate or limit the
liability of a director of the Company (i) for breach of the duty of loyalty to
the Company or its shareholders by the director, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law (relating
to unlawful payment of dividends or unlawful stock repurchase or redemption), or
(iv) for any transaction from which the director derived an improper personal
benefit.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the directors of
the Company and executive officers, and persons who own more than ten percent of
a registered class of the equity securities of the Company, to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Officers, directors and greater than ten-percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. To the knowledge of the Company, based solely on review of the copies
of such reports furnished to the Company and written representations that no
other reports were required, during the two fiscal years ended January 29, 2000,
all Section 16(a) filing requirements applicable to its officers, directors, and
greater than ten-percent beneficial owners were in compliance.
55
<PAGE>
ITEM 11: EXECUTIVE COMPENSATION
The Summary Compensation Table below shows compensation information for the
Chief Executive Officer of the Company and the four other most highly
compensated executive officers who were serving at the end of the last fiscal
year whose total annual salary and bonus exceeded $100,000 for the fiscal years
indicated. Mr. Jeffrey Little became Chief Executive Officer and President after
the end of fiscal year 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------------- ------------
SECURITIES
NAME AND FISCAL OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS (#) COMPENSATION
------------------ ---- -------- -------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert J. Kelly, 1999 $369,513 $225,957 (1) 0 $278,132 (9)
Chairman of the Board, 1998 360,500 500,000 (6) (1) 0 354,147 (7)
Chief Executive Officer, 1997 350,000 214,317 (1) 0 33,643 (2)
President
S. Patric Plumley, 1999 $155,421 $95,999 (1) 15,000 $7,272 (10)
Senior Vice President, 1998 117,162 0 (1) 10,000 49,481 (8)
Chief Financial Officer, 1997 30,769 (3) 14,052 (1) 15,000 14,963 (4)
Secretary
Byron O. Magafas, 1999 $124,790 $45,785 (1) 0 $8,198 (10)
Vice President, 1998 116,686 0 (1) 10,000 17,857 (8)
Human Resources 1997 28,750 (3) 10,253 (1) 15,000 13,000 (4)
Vincent J. Faulhaber, Jr., 1999 $109,999 $40,359 (1) 15,000 $9,947 (10)
Vice President, 1998 16,923 (5) 0 (1) 10,000 5,000 (4)
Non Perishables 1997 0 0 0 0 0
Frank A. Klun, 1999 $102,500 $37,983 (1) 10,000 $46,420 (10)
Vice President, 1998 96,000 (5) 0 (1) 15,000 7,059 (4)
Support Systems 1997 0 0 0 0 0
</TABLE>
Notes:
(1) Received other annual compensation consisting of perquisites and personal
benefits valued at less than the lesser of ten percent of total annual salary
and bonus or $50,000.
(2) Amount represents the full dollar value of premiums paid by the Company on
compensatory split-dollar executive life insurance policies and a 401(k)
matching contribution paid by the Company for Mr. Kelly.
(3) Mr. Plumley and Mr. Magafas began working for the Company in September and
November, respectively, in Fiscal Year 1997.
56
<PAGE>
(4) Mr. Plumley received a signing bonus of $10,000 plus temporary living
expenses of $3,000 and taxable moving expenses of $1,963. Mr. Magafas received a
signing bonus of $10,000 plus temporary living expenses of $3,000. Mr. Faulhaber
received temporary living expenses of $5,000 and Mr. Klun received temporary
living expenses of $3,000, non-taxable moving expenses of $182 and a 401(k)
matching amount of $3,877.
(5) Mr. Klun and Mr. Faulhaber began working for the Company in February and
December, respectively, in Fiscal Year 1998.
(6) Mr. Kelly received a signing bonus of $500,000 at his contract extension
date of April 12, 1998.
(7) Mr. Kelly received a taxable reimbursement for moving expenses of $96,425,
full dollar value of premiums paid by the Company on compensatory split-dollar
executive life insurance policies of $4,048, debt forgiveness of $248,673,
including taxes, for a note given to the Company regarding the purchase of stock
and a 401(k) matching amount of $5,000.
(8) Mr. Plumley received taxable moving expenses of $35,914, non-taxable moving
expenses of $8,567 and a 401(k) matching amount of $5,000. Mr. Magafas received
taxable moving expenses of $6,697, non-taxable moving expenses of $6,160 and a
401(k) matching amount of $5,000.
(9) Mr. Kelly received full dollar value of premiums paid by the Company on a
compensatory split-dollar executive life insurance policy of $14,073, full
dollar value of premiums paid by the Company on Executive Term Life policy of
$10,386, debt forgiveness of $248,673, including taxes, for a note given to the
Company regarding the purchase of stock and a 401(k) matching amount of $5,000.
(10) Mr. Plumley, Mr. Magafas and Mr. Klun each received a 401(k) matching
amount of $5,000. Mr. Faulhaber and Mr. Klun received taxable moving expenses of
$1,197 and $21,600, respectively and non-taxable moving expenses of $6,808 and
$12,301, respectively. Mr. Plumley, Mr. Magafas, Mr. Faulhaber and Mr. Klun each
received full dollar value of premiums paid by the Company on Executive Term
Life policies of $2,272, $3,198, $1,942, and $7,519 respectively.
OPTIONS/SAR GRANTS IN FISCAL YEAR 1999
As part of individual employment agreements, options were granted to S. Patric
Plumley, Senior Vice President and Chief Financial Officer, Vincent J.
Faulhaber, Jr., Vice President, Non Perishables, and Frank A. Klun, Vice
President, Support Systems. No other named Executive Officer was granted stock
options in fiscal year 1999.
57
<PAGE>
OPTION GRANTS IN FISCAL YEAR 1999
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------
POTENTIAL
REALIZABLE
NUMBER OF PERCENT OF VALUE AT
SECURITIES TOTAL OPTIONS ASSUMED
UNDERLYING GRANTED TO EXERCISE OR ANNUAL RENTS OF
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION OPTION TERM (5)
NAME GRANTED (#) FISCAL YEAR ($/SH)(4) DATE 5% 10%
---- ----------- ----------- ---------- ---------- ---- ---
<S> <C> <C> <C> <C> <C> <C>
S. Patric Plumley (1) 15,000 22.90% 2.9375 4-1-2009 27,711 70,224
Vincent J. Faulhaber, Jr. (2) 15,000 22.90% 1.2500 12-7-2009 11,792 29,883
Frank A. Klun (3) 10,000 12.27% 3.6880 2-2-2009 23,194 58,777
</TABLE>
Notes:
(1) Options were granted for a term of ten years on April 1, 1999. One-fourth
of the options become exercisable on each of the first four anniversaries
of the grant date.
(2) Options were granted for a term of ten years on December 7, 1999.
One-fourth of the options become exercisable on each of the first four
anniversaries of the grant date.
(3) Options were granted for a term of ten years on February 2, 1999.
One-fourth of the options become exercisable on each of the first four
anniversaries of the grant date.
(4) Represents the market price of the common stock of the Company at the
closing date of the grant.
(5) Caution is recommended in interpreting the financial significance of these
figures. The amounts under the columns labeled "5%" and "10%" are included
pursuant to certain rules promulgated by the Securities and Exchange
Commission and are not intended to forecast future appreciation, if any, in
the price of the common stock of the Company. These amounts are based on
the assumption that the named executive holds the options granted for the
full term of the options and that the market price of the underlying
security appreciates in value from the date of the grant to the end of the
option term at the annualized rates of 5% and 10%, respectively, compounded
annually over the term of the options. The actual value of the options will
vary in accordance with the market price of the common stock of the
Company.
AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR END OPTION/SAR VALUES
The following table shows information regarding the values of certain
unexercised options owned by the named executive officers at the end of the last
completed fiscal year. No options or stock appreciation rights were exercised
during the fiscal year. No stock appreciation rights were granted during fiscal
1999 or were outstanding at the end of fiscal 1999.
58
<PAGE>
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END
OPTION/SAR VALUES
TABLE
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED OPTIONS AT JANUARY 29, 2000 AT JANUARY 29, 2000 (1)
ON VALUE ------------------------------------ ------------------------------------
EXERCISE REALIZED EXERCISABLE (#) NONEXERCISABLE (#) EXERCISABLE ($) NONEXERCISABLE ($)
-------- -------- --------------- ------------------ --------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Kelly 0 0 600,000 0 0 0
S. Patric Plumley 0 0 10,000 30,000 0 0
Byron O. Magafas 0 0 10,000 15,000 0 0
Vincent J. Faulhaber, Jr. 0 0 2,500 22,500 0 0
Frank A. Klun 0 0 3,750 21,250 0 0
</TABLE>
Notes:
(1) Market value of underlying securities at January 29, 2000 ($1.094) minus the
base price.
COMPENSATION COMMITTEE REPORT
The Compensation Committee for fiscal 1999 was composed of two non-employee
members from the Board of Directors. The members were Mr. Reitman and Mr.
Friedman. Mr. Kelly attended meetings as a non-voting member. The Committee
establishes objectives for the executive compensation program and reviews and
approves all salary and other remuneration for the executive officers of the
Company. The objectives of the executive compensation program are to:
1. Promote the attainment of Company goals by emphasizing a greater
portion of compensation subject to performance goals.
2. Attract and retain qualified talent.
3. Enhance shareholder value by providing opportunities for equity
ownership through performance-based programs.
The executive officer compensation program is comprised of salary, cash
incentive compensation and other benefits, including pension and medical
benefits which are available to other employees of the Company.
BASE SALARY
There is no formal Compensation Committee policy regarding the determination of
salaries; however, consideration is given to several factors, including
individual work experience, performance, and comparable salaries within the
retail food industry.
ANNUAL INCENTIVE BONUSES
Annual bonus potentials depend upon job levels and are set at a stated percent
of the base compensation. Bonuses are paid based on an allocation formula
primarily derived from performance against budgeted sales and earnings targets.
The corporate plan paid out above target amounts in 1999 and 1997 based on the
financial results for each year. The corporate plan did not provide a bonus
payout for 1998.
LONG-TERM INCENTIVE
The Committee intends to utilize stock options as the vehicle to provide a
long-term focus. Stock options were issued at the beginning of fiscal year 1997
and again at the beginning of fiscal year 1999.
59
<PAGE>
CHIEF EXECUTIVE OFFICER COMPENSATION
On December 15, 1999, the Company and Robert Kelly entered into a contract
pursuant to which the Company agreed to extend his employment through December
31, 2001 and Mr. Kelly agreed to continue as Chairman of the Board of Directors.
Prior to December 15, 1999, Mr. Kelly's Employment Contract provided for a base
salary of $360,500. Mr. Kelly's current Employment Agreement provides for a base
salary of $350,000 per year during the agreed upon period of transition of
duties to the new Chief Executive Officer. After the transition period the
agreement provides Mr. Kelly with $190,000 per year as Chairman of the Board of
Directors and for services provided in the ongoing operation of the Company
through December 31, 2001.
Also, through fiscal 1999, Mr. Kelly was eligible to receive bonus compensation
in, an amount determined by the Board of Directors based upon mutually
acceptable performance targets, of 50% of the base salary with a maximum
potential of 100% should the Company exceed budgeted expectations. The bonus
compensation for Mr. Kelly was:
$214,317 in 1997, $0 in 1998 and $225,957 in 1999.
Mr. Kelly purchased 125,000 shares of common stock of the Company at the time of
his original employment by delivering to the Company a promissory note with the
purchase price of the shares based upon the closing sale price of the common
stock of the Company on the business day immediately preceding the date of the
Employment Contract. Under the April 12, 1998 amendment to his Employment
Contract, the foregoing loan (and interest) was forgiven in 50% increments for
each year of service completed by Mr. Kelly, commencing as of December 31, 1997.
The company also provided Mr. Kelly with a tax gross up of the loan forgiveness.
Mr. Kelly has an option to purchase 200,000 shares of stock of the Company at
$2.50 per share, 200,000 shares at $3.50 per share and 200,000 shares at $4.50
per share.
Under the recent amendments to his Employment Contract, Mr. Kelly will also be
entitled (1) in the event of a Change of Control of the Company occurring within
two years of termination of his employment for any reason other than cause, to
an extended exercise period for each group of options, based on a one year
extension for each completed year of service from December 31, 1997 (up to a
maximum exercise period of the ten year expiration period as provided for under
the stock incentive plans of the Company), and (2) upon termination of his
employment for any reason other than cause, extended payment by the Company of
all premiums associated with the split dollar life insurance policy in effect
for Mr. Kelly, for a period equal to each year of service from December 31,
1997. The recent amendments to the Employment Contract of Mr. Kelly also subject
Mr. Kelly to a one year non-competition restriction following the termination of
his employment, prohibiting Mr. Kelly from engaging in any supermarket business
conducted in the service area of the Company.
As of January 31, 2000, the Company retained Mr. Jeffrey Little as its President
and Chief Executive Officer. The Company and Mr. Little entered into an
Employment Contract with an initial term of three years ending January 31, 2003.
The Employment Contract provides for a base salary at the rate of $325,000 per
year. In addition, the Company paid a signing bonus of $100,000 at the
commencement of his employment. Also, Mr. Little will be eligible to receive
bonus compensation, in an amount determined by the Board of Directors based upon
mutually acceptable performance targets, of 50% of the base salary, with a
maximum potential of 100% should the Company exceed budgeted expectations. In
the event the Company terminates Mr. Little's Employment other than for "cause,"
Mr. Little will receive a payment in a lump sum equal to eighteen (18) months of
compensation, continued health and dental insurance coverage for a period of
eighteen (18) months, any accrued by unused vacation pay, and professional
outplacement services up to the sum of $20,000.
60
<PAGE>
The Company has also granted Mr. Little the option to purchase up to 600,000
shares of stock of the Company. Under the terms of his option, up to 200,000
shares may be purchased by Mr. Little on or after the first anniversary date of
his employment at $1.26 per share, up to an additional 200,000 shares may be
purchased on or after the second anniversary of his employment at $2.26 per
share and the final 200,000 shares may be purchased on or after the third
anniversary of the employment of Mr. Little at $3.26 per share. This option
becomes immediately exercisable in the event of the termination of employment of
Mr. Little by reason of his death or permanent disability, by the Company for
any reason other than "cause" (as defined in the Employment Agreement), or by
Mr. Little for "good reason" (as defined in the Employment Agreement). Mr.
Little received relocation and temporary housing expenses and is entitled to
regular Company benefits and four weeks of vacation per year.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER INFORMATION
The Compensation Committee is comprised exclusively of directors who are not and
have never been Company employees. No Company executive officer serves on the
Compensation Committee or as a director of another company for which any member
of the Compensation Committee serves as a director or executive officer.
SUMMARY OF COMPENSATION PLANS
RETIREMENT PLAN
The Company maintains a tax-qualified defined benefit pension plan covering both
salaried and non-union hourly employees. The benefit formula under such plan is
the sum of 1% of annual compensation for each year up to the Social Security
Wage Base for that year and 1.33% of annual compensation over the Social
Security Wage Base with a minimum benefit of $360 per year multiplied by years
of credited service. There is full vesting of benefits after five years of
service. All contributions are made by the Company. Effective October 1, 1990,
the pension plans were amended to provide for voluntary early retirement at age
55. Assuming continued employment with the Company until retirement at age 65,
the estimated annual benefits payable beginning at age 65 to the executive
officers are as follows: Mr. Kelly--$29,269; Mr. Little--$31,279; Mr.
Plumley--$32,331; Mr. Magafas--$47,200; Mr. Faulhaber--$32,927; Mr.
Klun--$28,105. Mr. Kelly currently has plans to retire December 31, 2001, in
which case his estimated annual benefits payable beginning at age 65 would be
$13,436.
STOCK INCENTIVE PLAN
The Company has a Stock Incentive Plan which was ratified by the shareholders at
the 1995 Annual Shareholders Meeting. The Plan provides the Compensation
Committee with the discretion to make grants until June 20, 2005 to all salaried
employees of the Company who are not in a bargaining unit, in the form of
Non-qualified Stock Options, Incentive Stock Options, Stock Appreciation Rights,
Limited Stock Appreciation Rights and Restricted Stock. Grants of Stock
Appreciation Rights, Limited Stock Appreciation Rights and Restricted Stock are
intended to be confined to key employees in special situations. The Plan
originally authorized two million shares of common stock. There were 808,313
options available as of January 29, 2000 for future grants. On January 31, 2000
the Company granted Mr. Little, the new President and Chief Executive Officer
the option to purchase up to 600,000 shares of stock of the Company reducing
shares available for future grants to 208,313.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
Robert J. Kelly, Chairman of the Board of Directors, has an employment contract
which is described above.
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<PAGE>
Jeffrey L. Little, President and Chief Executive Officer, has an employment
contract which is described above.
The Company has an Employment Agreement effective as of September 15, 1997 with
S. Patric Plumley, Senior Vice President - Chief Financial Officer and Secretary
of the Company. Under the terms of this Agreement, Mr. Plumley received a
signing bonus of $10,000 and a base salary of $80,000. The $80,000 salary was
increased as of March 30,1998 to $120,000 upon his promotion to Vice President
and Chief Financial Officer and increased to $156,990 as of March 1, 1999 upon
the promotion of Mr. Plumley to Senior Vice President and Chief Financial
Officer. The base salary was increased to $180,000 effective February 5, 2000.
In addition, Mr. Plumley is entitled to participate in the Eagle Bonus Plan at
the Senior Vice President targeted norm of 50% of average annual salary with a
maximum potential of 100% should the Company exceed budgeted expectations. The
Company also awarded Mr. Plumley stock options for 15,000 shares at the closing
price on his date of employment with 25% of the shares to vest at each of the
first four anniversary dates of the grant and the options to be exercised within
ten years of award or within 30 days following termination of employment. Mr.
Plumley received options on an additional 10,000 shares on the first anniversary
of his employment with a price equal to the closing price on that day and a
vesting schedule similar to the original award of options. Mr. Plumley also
received options on an additional 15,000 shares on April 1, 1999 at a price
equal to the closing price on that day and a vesting schedule similar to the
original award of options. Mr. Plumley received relocation and temporary housing
expenses and is entitled to regular Company benefits and four weeks of vacation
per year. In addition, Mr. Plumley has entered into a Change in Control
Agreement with the Company dated August 21, 1999 which provides eighteen months
of salary, continued health and dental insurance for eighteen months, as well as
outplacement assistance if his employment is terminated due to a change of
control (defined below).
The Company has an Employment Agreement effective as of November 3, 1997 with
Byron O. Magafas, Vice President Human Resources of the Company. Under the terms
of this Agreement, Mr. Magafas received a signing bonus of $10,000 and a base
salary of $115,000. The base salary was increased to $124,789 effective February
1, 1999. The base salary was increased to $126,200 effective February 5, 2000.
In addition, Mr. Magafas is entitled to participate in the Eagle Bonus Plan at
the Administrative Vice President targeted norm of 30% of average annual salary
with a maximum potential of 60% should the Company exceed budgeted expectations.
The Company also awarded Mr. Magafas stock options for 15,000 shares at the
closing price on his date of employment with 25% of the shares to vest at each
of the first four anniversary dates of the grant and the options to be exercised
within ten years of award or within 30 days following termination of employment.
Mr. Magafas received options on an additional 10,000 shares on the first
anniversary of his employment with a price equal to the closing price on that
day and a vesting schedule similar to the original award of options. Mr. Magafas
also received relocation and temporary housing expenses and is entitled to
regular Company benefits and four weeks of vacation per year. In addition, Mr.
Magafas has entered into a Change in Control Agreement with the Company dated
August 20, 1999 which provides twelve months of salary, continued health and
dental insurance for twelve months, as well as outplacement assistance if his
employment is terminated due to a change of control (defined below).
The Company has an Employment Agreement effective as of December 7, 1998 with
Vincent J. Faulhaber, Jr., Vice President, Non Perishables of the Company. Under
the terms of this Agreement, Mr. Faulhaber received a base salary of $110,000.
The base salary was increased to $112,300 effective February 5, 2000. In
addition, Mr. Faulhaber is entitled to participate in the Eagle Bonus Plan at
the Administrative Vice President targeted norm of 30% of average annual salary
with a maximum potential of 60% should the Company exceed budgeted expectations.
The Company also awarded Mr. Faulhaber stock options for 10,000 shares at the
closing price on his date of employment with 25% of the shares to vest at each
of the first four anniversary dates of the grant and the options to be exercised
within ten years
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<PAGE>
of award or within 30 days following termination of employment. Mr. Faulhaber
received options on an additional 15,000 shares on the first anniversary of his
employment with a price equal to the closing price on that day and a vesting
schedule similar to the original award of options. Mr. Faulhaber also received
relocation and temporary housing expenses and is entitled to regular Company
benefits and four weeks of vacation per year. In addition, Mr. Faulhaber has
entered into a Change in Control Agreement with the Company dated August 23,
1999 which provides twelve months of salary, continued health and dental
insurance for twelve months, as well as outplacement assistance if his
employment is terminated due to a change of control (defined below).
The Company has an Employment Agreement effective as of February 2, 1998 with
Frank A. Klun, Vice President, Support Systems of the Company. Under the terms
of this Agreement, Mr. Klun received a base salary of $95,000. The base salary
was increased to $107,646 effective February 5, 2000. In addition, Mr. Klun is
entitled to participate in the Eagle Bonus Plan at the Administrative Vice
President targeted norm of 30% of average annual salary with a maximum potential
of 60% should the Company exceed budgeted expectations. The Company also awarded
Mr. Klun stock options for 15,000 shares at the closing price on his date of
employment with 25% of the shares to vest at each of the first four anniversary
dates of the grant and the options to be exercised within ten years of award or
within 30 days following termination of employment. Mr. Klun received options on
an additional 10,000 shares on the first anniversary of his employment with a
price equal to the closing price on that day and a vesting schedule similar to
the original award of options. Mr. Klun also received relocation and temporary
housing expenses and is entitled to regular Company benefits and three weeks of
vacation for 1998 and beginning in 1999 four weeks of vacation per year. In
addition, Mr. Klun has entered into a Change in Control Agreement with the
Company dated August 21, 1999 which provides twelve months of salary, continued
health and dental insurance for twelve months, as well as outplacement
assistance if his employment is terminated due to a change of control (defined
below).
In order to protect all of the rights of the participant in the event of a
Change in Control of the Company, the 1995 Stock Incentive Plan provides for the
immediate vesting of all outstanding awards upon the occurrence of such an
event. A Change in Control of the Company is deemed to occur if: (i) any person
or entity (with the exception of Odyssey Partners) acquires 50% or more of the
voting securities of the Company; (ii) the shareholders approve a plan of
complete liquidation, an agreement for sale or disposition of substantially all
of the assets of the Company, or a materially dilutive merger or consolidation
of the Company; or (iii) the Board of Directors agrees by a two-thirds vote that
a Change in Control has occurred or is about to occur and within six months
actually does occur. However, no Change in Control would be deemed to occur with
respect to any Plan participant who is a material equity participant of the
purchasing group that consummates a Change in Control.
RETENTION AGREEMENT
The Company has entered into a Retention Agreement with certain key employees in
the event that the Company commences a voluntary case under Chapter 11 of the
United States Bankruptcy Code. The agreement provides a bonus for continuing
services provided that the employee is still employed by the Company six months
after consummation of a plan of reorganization in the Chapter 11 Case. The
Company did commence Chapter 11 on February 29, 2000.
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<PAGE>
PERFORMANCE GRAPH
Shown below is a line graph comparing a five-year cumulative total shareholder
return for the Company, the S&P Retail Stores (Food) and the Russell 2000.
Eagle Food Centers S&P 500 Retail Russell 2000
01/1995 100 100 100
01/1996 130.77 126.46 129.94
01/1997 246.15 148.27 154.47
01/1998 249.97 202.76 188.22
01/1999 215.38 275.93 188.74
01/2000 67.32 160.63 222.15
Note: Companies comprising the S&P Retail Stores (Food) Index include:
Albertson's, Inc., Great Atlantic & Pacific Tea Co., Kroger Co., Safeway, Inc.
and Winn-Dixie Stores, Inc.K. Certain information concerning the Company's
executive officers is included in Item 4(a) of Part I of this report.
COMPENSATION OF DIRECTORS
Information with respect to the compensation of directors is included in ITEM 10
above.
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<PAGE>
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial
ownership of shares of Common Stock by (a) each person or group that is known to
the Company to be the beneficial owner of more than 5% of the outstanding
shares, (b) each director and named executive officer of the Company, and (c)
all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
OF BENEFICIAL OF
NAMES OF BENEFICIAL OWNERS OWNERSHIP (1) CLASS(2)
- --------------------------- ----------------- --------
<S> <C> <C>
Odyssey Partners, L.P. (3) (7) 4,211,730 38.50%
Robert J. Kelly (5) 725,000 6.63%
Dimensional Fund Advisors Inc. (4) 751,800 6.87%
Jerome Levy Foundation (9) 632,136 5.78%
Steven M. Friedman (7) (8) 227,345 2.08%
Peter B. Foreman 151,022 1.38%
The Friedman Family Foundation (8) 40,000 *
S. Patric Plumley (10) 10,000 *
Byron O. Magafas (10) 10,000 *
Frank A. Klun (11) 3,750 *
Vincent J. Faulhaber, Jr. (12) 2,500 *
William J. Snyder (6) 1,000 *
Alain M. Oberrotman 0 *
Jerry I. Reitman 0 *
Directors and Executive Officers as a group (11
persons) including certain of the persons listed above. 1,185,617 10.84%
</TABLE>
Notes:
*Owns less than 1% of the total outstanding Common Stock of the Company.
1) Unless otherwise noted, each person has sole investment and voting power
with respect to the shares indicated.
2) 10,939,048 shares of Common Stock were outstanding on January 29, 2000.
3) The business office address of Odyssey Partners L. P. is 280 Park Avenue,
West Tower, 21st Floor, New York, NY 10017.
4) Dimensional Fund Advisors Inc. (Dimensional), a registered investment
adviser, is deemed to have beneficial ownership of 751,800 shares of
Eagle Food Centers, Inc. stock as of December 31, 1999, all of which
shares are held in portfolios of DFA Investment Dimensions Group Inc., a
registered open-end investment company, or in series of the DFA
Investment Company, a Delaware business trust, or the DFA Group Trust and
DFA Participation Group Trust, investment vehicles for qualified employee
benefit plans, all of which Dimensional Fund Advisors Inc. serves as
investment manager. Dimensional disclaims beneficial ownership of all
such shares. The business
65
<PAGE>
office address of Dimensional Fund Advisors Inc. is 1299 Ocean Avenue,
11th Floor, Santa Monica, CA 90401.
5) Mr. Kelly purchased 125,000 shares of Common Stock of the Company at the
time of the execution of his Employment Agreement. The beneficial
ownership includes 600,000 shares which are exercisable under a stock
option awarded in fiscal 1995.
6) The profit sharing plan of Snyder, Schwarz, Park & Nelson P.C., the law
firm of which Mr. Snyder is a member, owns 1,000 shares of Common Stock.
7) Odyssey Partners L.P., a private investment partnership in liquidation,
owns 4,211,730 shares, which may be deemed to be beneficially owned by
each of Messrs. Stephen Berger, Leon Levy, Jack Nash, Joshua Nash and
Brian Wruble, who collectively constitute all of the general partners of
Odyssey Partners, L.P. Includes 227,345 shares of Common Stock in which
Steven M. Friedman, a director of the Company and former general partner
of Odyssey Partners, L.P., has an economic interest. Odyssey Partners,
L.P. retains sole voting power over the shares owned by Odyssey Partners,
L.P. in which Mr. Friedman has an interest. Does not include shares of
Common Stock owned by The Friedman Family Foundation, or The Jerome Levy
Foundation (see footnotes (9) and (10) below) or 461,201 shares of Common
Stock owned by The Nash Family Foundation, a charitable foundation, as to
which Messrs. Nash may be deemed to have beneficial ownership.
8) Represents 40,000 shares of Common Stock owned by The Friedman Family
Foundation, a charitable foundation, as to which Steven M. Friedman may
be deemed to have beneficial ownership. Does not include 227,345 shares
owned by Odyssey Partners, L.P. in which Mr. Friedman has an economic
interest.
9) Represents 632,136 shares of Common Stock owned by The Jerome Levy
Foundation, a charitable foundation, as to which Leon Levy may be deemed
to have beneficial ownership. Does not include 4,211,730 shares owned by
Odyssey Partners, L.P., as to which Mr. Levy may be deemed to have
beneficial ownership by virtue of being a general partner of Odyssey
Partners, L.P.
10) The beneficial ownership represents the exercisable portion of 25,000
shares under a stock option award of 15,000 shares in fiscal 1997 and
10,000 shares in fiscal 1998. A total of 10,000 shares have vested as of
January 29, 2000.
11) The beneficial ownership represents the exercisable portion of 15,000
shares under a stock option award in fiscal 1998. A total of 3,750 shares
have vested as of January 29, 2000.
12) The beneficial ownership represents the exercisable portion of 10,000
shares under a stock option award in fiscal 1998. A total of 2,500 shares
have vested as of January 29, 2000.
OWNERSHIP OF PRINCIPAL SHAREHOLDERS
Odyssey Partners, L.P., Beneficial Owners and Company Directors and Officers
currently hold, have the right to vote or have the right to acquire through the
exercise of options, shares of Common Stock of the Company representing 54.09%
of shares that would be outstanding upon the exercise of such options. As long
as Odyssey Partners, L.P., Beneficial Owners and Company Directors and Officers
own a majority of the outstanding voting stock of the Company, they will be
able, acting together as a group, to elect the entire Board of Directors of the
Company and to approve any action requiring shareholder approval.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Snyder, Schwarz, Park & Nelson P.C., the law firm of which Mr. Snyder, a
director of the Company, is a member, serves as counsel to the Company. The
Company paid that law firm $279,055, $380,446, and $310,117 for services
rendered in fiscal 1999, 1998, and 1997, respectively. These amounts include
66
<PAGE>
remuneration for the services of Mr. Snyder as a director of the Company. The
Board has determined that the fees paid for services rendered from Snyder,
Schwarz, Park & Nelson P.C., were fair and competitive.
67
<PAGE>
PART IV
ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 10-K
PAGE
----
(a) The following documents are filed as a part of this report:
1. Financial Statements:
- Independent Auditors' Report 24
- Consolidated Balance Sheets as of January 29, 2000 25
and January 30, 1999
- Consolidated Statements of Operations for the years 26
ended January 29, 2000, January 30, 1999, and
January 31, 1998
- Consolidated Statements of Equity for the years ended 27
January 29, 2000, 27 January 30, 1999, and January
31, 1998
- Consolidated Statements of Cash Flows for the years 28
ended January 29, 2000, January 30, 1999, and January
31, 1998
- Notes to the Consolidated Financial Statements 29
2. Financial Statement Schedules:
All schedules are omitted because they are not applicable or not
required, or because the information required therein is included in
the consolidated financial statements or the notes thereto.
3. Exhibits - see Exhibit Index on page 70.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the fourth quarter of fiscal
1999.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
EAGLE FOOD CENTERS, INC.
By: /s/ ROBERT J. KELLY
--------------------
Robert J. Kelly
Chairman of the Board
DATED: April 28, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ ROBERT J. KELLY Chairman of the Board April 28, 2000
- ------------------- (Principal Executive Officer)
Robert J. Kelly
/s/ JEFFREY L. LITTLE Chief Executive Officer and President April 28, 2000
- ---------------------
Jeffrey L. Little
/s/ S. PATRIC PLUMLEY Senior Vice President-Chief Financial April 28, 2000
- --------------------- Officer and Secretary
S. Patric Plumley (Principal Financial and Accounting Officer)
/s/ PETER B. FOREMAN Director April 28, 2000
- --------------------
Peter B. Foreman
/s/ STEVEN M. FRIEDMAN Director April 28, 2000
- ----------------------
Steven M. Friedman
/s/ ALAIN M. OBERROTMAN Director April 28, 2000
- -----------------------
Alain Oberrotman
/s/ JERRY I. REITMAN Director April 28, 2000
- --------------------
Jerry I. Reitman
/s/ WILLIAM J. SNYDER Director April 28, 2000
- ---------------------
William J. Snyder
</TABLE>
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<PAGE>
EXHIBIT NO. DESCRIPTION
-----------
3.1-- Certificate of Incorporation of the Company (filed as
Exhibit 3.1 to the Registration Statement on Form S-1 No.
33-29404 and incorporated herein by reference).
3.2-- By-laws of the Company (filed as Exhibit 3.2 to the
Registration Statement on Form S-1 No. 33-29404 and
incorporated herein by reference).
4.1-- Form of Note (filed as Exhibit 4.3 to the Registration
Statement on Form S-1 No. 33-59454 and incorporated herein
by reference).
4.2-- Form of Indenture, dated as of April 26, 1993, between the
Company and First Trust National Association, as trustee
(filed as Exhibit 4.4 to the Registration Statement on Form
S-1 No. 33-59454 and incorporated herein by reference).
10.1-- Transaction Agreement, dated as of October 9, 1987, between
EFC and Lucky Stores, Inc. (filed as Exhibit 10.8 to the
Registration Statement on Form S-1 No. 33-20450 and
incorporated herein by reference).
10.2-- Assignment and Assumption Agreement, dated November 10,
1987, among EFC, Lucky Stores, Inc. and Pasquale V. Petitti
regarding the Deferred Compensation Agreement (filed as
Exhibit 10.11 of the Registration Statement on Form S-1 No.
33-20450 and incorporated herein by reference).
10.3-- Trademark License Agreement, dated November 10, 1987,
between Lucky Stores, Inc. and EFC (filed as Exhibit 10.19
to the Registration Statement on Form S-1 No. 33-20450 and
incorporated herein by reference).
10.4-- Letter Agreement, dated June 10, 1988, between the Company's
predecessor and Lucky Stores, Inc. amending the Trademark
License Agreement (filed as Exhibit 10.20 to the Company's
Annual Report on Form 10-K for the year ended January 28,
1989 (the "1988 10-K") and incorporated herein by
reference).
10.5-- Management Information Services Agreement, dated November
10, 1987, between Lucky Stores, Inc. and the Company's
predecessor (filed as Exhibit 10.20 to the Registration
Statement on Form S-1 No. 33-20450 and incorporated herein
by reference).
10.6-- Letter Agreement, dated June 10, 1988, between the Company's
predecessor and Lucky Stores, Inc. amending the Management
Information Services Agreement (filed as Exhibit 10.22 to
the Company's Annual Report on Form 10-K for the year ended
January 28, 1989 and incorporated herein by reference).
10.7-- Non-Competition Agreement, dated November 10, 1987, between
the Company's predecessor and Lucky Stores, Inc. (filed as
Exhibit 10.21 to the Registration Statement on Form S-1 No.
33-20450 and incorporated herein by reference).
10.9-- Letter Agreement, dated April 28, 1988, among American
Stores Company, the Company's predecessor and Odyssey
Partners (filed as Exhibit 10.29 to the Registration
Statement on Form S-1 No. 33-20450 and incorporated herein
by reference).
10.10-- Eagle Food Centers, Inc. Stock Incentive Plan, adopted in
June 1990 (filed as Exhibit 19 to the Company's Annual
Report on Form 10-K for the year ended February 1, 1992 and
incorporated herein by reference).
70
<PAGE>
10.11-- Loan and Security Agreement, dated as of May 22, 1995, among
the Company, as borrower, and the lender party thereto,
Congress Financial Corporation (Central) (filed as Exhibit
16 to the Company's Form 10-Q for the quarter ended April
29, 1995 and incorporated herein by reference).
10.12-- First Amendment to the Loan and Security Agreement dated
August 21, 1995 (filed as Exhibit 17 to the Company's Form
10-Q for the quarter ended July 29, 1995 and incorporated
herein by reference).
10.13-- 1995 Stock Incentive Plan as approved on June 21, 1995
(filed as Exhibit 18 to the Company's Form 10-Q for the
quarter ended July 29, 1995 and incorporated herein by
reference).
10.14-- Employment agreement dated May 10, 1995 between the Company
and Robert J. Kelly, its President and Chief Executive
Officer (filed as Exhibit 19 to the Company's Form 10-Q for
the quarter ended July 29, 1995 and incorporated herein by
reference).
10.15-- Agreement between the Company, Lucky Stores, Inc., The
Midland Grocery Company and Roundy's Inc. to terminate the
Westville warehouse lease (filed as Exhibit 22 to the
Company's Annual Report on Form 10-K for the year ended
February 3, 1996 and incorporated herein by reference).
10.16-- Employment Agreement dated April 12, 1998 between the
Company and Robert J. Kelly, Chairman of the Board,
President and Chief Executive Officer (filed as Exhibit 23
to the Company's Annual Report on Form 10-K for the year
ended January 31, 1998 and incorporated herein by
reference).
10.17-- Amended Loan and Security Agreement, dated April 1, 1998,
between the Company, as borrower, and the lender party
thereto, Congress Financial Corporation (Central) (filed as
Exhibit 24 to the Company's Annual Report on Form 10-K for
the year ended January 31, 1998 and incorporated herein by
reference).
10.18-- Employment Agreement dated September 15, 1997 between the
Company and S. Patric Plumley, its Senior Vice
President-Chief Financial Officer and Secretary (filed as
Exhibit 24 to the Company's Annual Report on Form 10-K for
the year ended January 31, 1998 and incorporated herein by
reference).
10.19-- Employment Agreement dated October 7, 1997, between the
Company and Byron O. Magafas, its Vice President of Human
Resources (filed as Exhibit 26 to the Company's Annual
Report on Form 10-K for the year ended January 30, 1999 and
incorporated herein by reference).
10.20-- Amended Employment Agreement dated May 10, 1998 between the
Company and Robert J. Kelly, Chairman of the Board,
President and Chief Executive Officer (filed as Exhibit 27
to the Company's Annual Report on Form 10-K for the year
ended January 30, 1999 and incorporated herein by
reference).
71
<PAGE>
10.21--* Employment Contract dated December 13, 1999 between the
Company and Jeff Little, its Chief Executive Officer and
President effective Janaury 30, 2000.
10.22--* Amended Loan and Security Agreement, dated February 9, 2000,
between the Company, as borrower, and the lender party
thereto, Congress Financial Corporation (Central).
10.23-- Congress Financial Debtor-in-Possession Credit Facility
dated March 1, 2000 (filed as Exhibit 99.1 to the Form 8-K
dated February 29, 2000 and incorporated herein by
reference).
10.24-- Form of Noteholder agreements to vote for Plan of
Reorganization (filed as Exhibit 99.2 to the Form 8-K dated
February 29, 2000 and incorporated herein by reference).
18.1--* Preferability Letter from Deloitte and Touche dated April
14, 2000.
12.1-- Computation of Ratio of Earnings to Fixed Charges (filed as
Exhibit 12.1 to the Registration Statement on Form S-1 No.
33-59454 and incorporated herein by reference).
21--* Subsidiaries of the Registrant.
27--* Financial Data Schedule (for SEC use only).
*Filed herewith.
72
<PAGE>
Exhibit 10.21
EMPLOYMENT CONTRACT
AGREEMENT made as of the 13th day of December, 1999 between EAGLE FOOD
CENTERS, INC., a Delaware corporation with principal offices presently located
at Route 67 and Knoxville Road, Milan, Illinois 61264 (hereinafter referred to
as the "Corporation"), and JEFF LITTLE, presently residing at 8031 East Sutton
Drive, Scottsdale, Arizona (hereinafter referred to as "Employee").
WITNESSETH:
WHEREAS, the Corporation desires that Employee shall be employed by the
Corporation as its President and Chief Executive Officer, and Employee is
desirous of such employment, upon the terms and conditions set forth in this
Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafter contained, the parties hereto hereby agree as follows:
1. Employment. The Corporation shall employ Employee, and Employee shall
serve the Corporation, as its President and Chief Executive Officer of the
Corporation, upon the terms and conditions hereinafter set forth.
2. Term. The employment of Employee by the Corporation hereunder shall
commence as of the date hereof and, unless sooner terminated pursuant to
Paragraphs 9 through 11 hereof, shall continue for a period of three years (the
"Term"); provided, however, that if Employee does not arrive at the
Corporation's offices and commence his employment hereunder on or before January
31, 2000, this Agreement shall be null and void.
3. Office; Duties; Extent of Services.
(a) During the Term, Employee shall serve as President and Chief
Executive Officer of the Corporation, faithfully and to the best of his
ability, under the direction and supervision of the Board of Directors of the
Corporation (the " Board of Directors") and the Chairman of the Board of the
Corporation (the "Chairman of the Board"). Employee shall transmit or shall
cause to be transmitted necessary instructions and advice to all subordinate
officers of the Corporation and its subsidiary companies and all other proper
persons. Employee also shall perform such other duties and services and shall
exercise such other powers for the Corporation and for any of its subsidiary
companies, including, but not limited to, acting as an officer and/or director
of any such subsidiary companies, as from time to time may be assigned to him by
the Board of Directors and Chairman of the Board, and shall enter into such
supplemental agreement or agreements with any such subsidiary company or
subsidiary companies with respect thereto (containing terms which are not
inconsistent with the provisions hereof) as may be requested by the Board of
Directors or the Chairman of the Board, all without further compensation other
than that for which provision is made in this Agreement.
<PAGE>
b) Employee agrees that he shall devote his best efforts,
energies and skills to the discharge of his duties and responsibilities
hereunder. To this end, Employee agrees that he shall devote his full business
time and attention to the business and affairs of the Corporation and he shall
not, without the prior written approval of the Chairman of the Board or the
Board of Directors, directly or indirectly, engage or participate in, or become
an officer or director of, or become employed by, or render advisory or other
services in connection with, any other business enterprise.
4. Salary and Bonus Arrangements.
(a) During the Term, the Corporation shall pay to Employee a
salary for his services at the rate of $325,000 per annum (the "Base Salary"),
payable in accordance with the normal payroll practices and procedures of the
Corporation. Annual salary adjustments (cost of living adjustments or otherwise)
shall be in accordance with the terms and conditions of the Corporation's
compensation plan. The Employee shall, upon reporting to work to commence his
work duties, receive a signing bonus in the amount of $100,000.00 provided,
however, that if Employee's employment hereunder is terminated within six (6)
months after the date hereof by the Corporation for "cause" (as hereinafter
defined) or by Employee for any reason other than "Good Reason" (as hereinafter
defined), such $100,000.00 bonus payment shall be returned to the Corporation.
(b) During the Term, Employee shall be eligible to receive
bonus compensation at the end of each fiscal year of the Corporation in an
amount to be determined by the Board of Directors in its sole discretion. The
Corporation and Employee shall use reasonable efforts to agree on mutually
acceptable performance targets for such bonus compensation. Bonus compensation
shall be at a targeted rate of 50% of the Base Salary during any year of
Employee's employment hereunder and may be up to 100% of the Base Salary. Payout
of the bonus compensation shall be in accordance with the terms and conditions
of the Corporation's compensation plan.
(c) In the event the Corporation shall terminate Employee's
employment hereunder other than for "cause" pursuant to paragraph 11(a) herein,
Employee shall receive payment in a lump sum equal to eighteen (18) months of
compensation based upon Employee's base salary upon the date of termination of
his employment, regardless of term. Normal deductions and withholdings shall be
deducted from such payment. In addition, Employee shall receive:
(i) Continued health and dental insurance coverage at the same
benefit levels as at the time of termination of employment, for a
period of eighteen (18) months or until Employee is gainfully
employed by a new employer offering such benefits.
<PAGE>
(ii) Any accrued but unused vacation pay.
(iii) Professional outplacement services and assistance to
provided and paid for by the Corporation up to the sum of $20,000.
To the extent such assistance is not utilized, Employee shall be
entitled to a lump sum payment of the unused portion of such sum.
5. Stock Option.
(a) The Corporation hereby grants Employee an option (the "Option")
to purchase up to 600,000 shares of Common Stock. The Option will be a stock
option that does not qualify as an "incentive stock option" under Section 422(b)
of the Internal Revenue Code of 1986, as amended (i.e., a non-qualified stock
option).
(b) Except as otherwise provided in this Agreement, the Option shall
be exercisable, on a cumulative basis, at the times and prices as follows:
(i) up to 200,000 of the total shares subject to the Option may be
purchased by Employee on or after the first anniversary of
Employee's start date at the price defined in paragraph 5(b)(iv)
herein;
(ii) up to an additional 200,000 shares of the total shares subject to
the Option may be purchased by Employee on or after the second
anniversary of Employee's start date at the price defined in
paragraph 5(b)(iv) herein plus one dollar; and
(iii) the balance of the total number of shares subject to the Option may
be purchased by Employee on or after the third anniversary of
Employee's start date at the price defined in paragraph 5(b)(iv)
plus two dollars.
(iv) Option price shall be defined as the calculated average closing
price for the last thirty (30) days of trading prior to Employee's
start date.
Subject to earlier termination as described below, the Option shall expire
at the end of the Term.
Except as provided in the immediately following sentence, if the
employment of the Employee with the Corporation shall terminate by reason of
Employee's death, permanent disability (as defined herein), by the Corporation
for any other reason than for "cause" (as defined herein), the Option shall
immediately become exercisable by Employee (or Employee's legal representative,
beneficiary or estate, as the case may be), for any and all of such number of
shares subject to the Option, at any time up to and including six (6) months
after the effective date of such termination of employment. If the employment of
Employee with Corporation shall terminate for any reason other than that
provided in the immediately preceding sentence, including, without limitation,
termination by the Corporation for "cause" (as described herein) or termination
by Employee for any reason other than Good Reason, the Option shall terminate
and become null and void, as of the effective date of such termination.
<PAGE>
In the event of a Change in Control (as defined below), the Option shall
immediately become exercisable for any or all of such number of shares subject
to the Option. For purposes of this Agreement, a "Change in Control" means the
occurrence of any of the following events: (i) any person or entity (with the
exception of Odyssey Partners, L.P., or any successors, subsidiary or affiliate
thereof) acquires 50% or more of the voting securities of the Corporation; (ii)
the shareholders approve a plan of complete liquidation, an agreement for sale
or disposition of substantially all of the Corporation's assets (other than to
Odyssey Partners, L.P., or any successors, subsidiary or affiliate thereof), or
materially dilutive merger or consolidation of the Corporation; or (iii) the
Board of Directors agrees by a two-thirds vote that Change in Control has
occurred or is about to occur and within six months actually does occur.
However, for purposes hereof, no Change in Control would be deemed to occur with
respect to any employee who is a material equity participant of the purchasing
group that consummates a Change in Control.
(c) Subject to the limitations on exercise provided in the
Agreement, the Option shall be exercised by Employee as to all or part of the
shares covered thereby by giving written notice of exercise to the Corporation,
specifying the number of shares to be purchased (unless the number purchased is
the total balance for which the Option is then exercisable; provided, however,
that in no event shall the Option be exercised for a fraction of a share or for
less than 100 shares) and specifying a business day not more than 10 days from
the date such notice is given for the payment of the purchase price against
delivery of the shares being purchased. On the date specified in the notice of
exercise the Corporation shall deliver such shares to Employee and Employee
shall deliver to the Corporation immediately available finds in an amount equal
to the aggregate purchase price for such shares.
(d) If the Corporation (1) pays a stock dividend on its Common
Stock, (2) subdivides its outstanding shares of Common Stock into a greater
number of shares, (3) combines its outstanding shares into a smaller number of
shares, or (4) issues by reclassification of its Common Stock any shares of its
capital stock, then the number and kind of shares into which the Option granted
to Employee under Paragraph 5(a) hereof is exercisable shall be adjusted so that
Employee upon exercise of the Option shall be entitled to receive the kind and
number of shares of the Corporation that Employee would have owned or have been
entitled to receive after the happening of any of the events described above had
the Option been exercised immediately prior to the happening of such event or
any record date with respect hereto. The exercise price for the Option shall be
adjusted by the inverse of any such adjustment to the number of shares into
which the Option is exercisable. An adjustment made pursuant to this paragraph
(d) shall become effective on the date of the dividend payment, subdivision,
combination or issuance retroactive to the record date with respect thereto, if
any, for such event. The adjustment to the number of shares into which the
Option is exercisable described in this paragraph (d) shall be made each time
any event listed in clauses (1) through (4) of this paragraph (d) occurs.
<PAGE>
6. Expenses Other than Relocation Expenses. It is contemplated that, in
connection with his employment hereunder, Employee may be required to incur
reasonable and necessary travel, business entertainment and other business
expenses. The Corporation agrees to pay, or reimburse Employee for, all
reasonable and necessary travel, business entertainment and other business
expenses incurred or expended by him incident to the performance of his duties
and responsibilities hereunder, upon submission by Employee to the Chairman of
the Board (or his designee or designees) of vouchers or expense statements
satisfactorily evidencing such expenses.
7. Relocation and Relocation Expenses.
(a) Employee agrees to move to a new residence within one hour
commuting distance of Milan, Illinois (the "Principal Office City"), not later
than July 31, 2000 in accordance with the provisions of this Paragraph 7.
Employee agrees to place his Arizona residence for sale on the housing market
with a registered broker on or before December 31. 1999. If the Corporation
changes the location of its Principal Office City during the Term, then
concurrently with such change Employee agrees to move to a new residence within
one hour commuting distance of such new Principal Office City. Such a concurrent
move will be expensed in accordance with paragraphs 7(b), (c), (d) and (e)
herein.
(b) The Corporation agrees to pay, or reimburse Employee (i) for all
reasonable and necessary moving expenses incurred by Employee in moving
(including any such expenses incurred in connection with moving his immediate
family) from Employee's present residence to a new residence within one hour
commuting distance of the Principal Office City not later than six (6) months
from Employee's date of hire, including, but not limited to, bills of any
movers, telephone, television, electrician, plumber, locksmith charges, and tips
and gratuities, upon submission by Employee to the Chairman of the Board (or his
designee or designees) of vouchers or expense statements satisfactorily
evidencing such expenses, and (ii) for any income tax liability incurred by the
Executive in any calendar year as a result of the reimbursement provided for in
this subsection (b). The parties agree that the accountants for the Corporation
shall calculate the amount of gross-up payments due to the Executive and that
the Executive shall cooperate fully with such accountants in providing evidence
of his applicable tax rate and related matters. The reimbursement payment
provided for in this Section (4) shall be made to the Executive within 30 days
of the presentation of satisfactory documentation.
(c) The Corporation shall reimburse Employee for reasonable
temporary living expenses incurred by Employee for a period not to exceed six
(6) months from date of hire, upon submission by Employee to the Chairman of the
Board (or his designee or designees) of vouchers or expense statements
satisfactorily evidencing such expenses.
(d) The Corporation shall reimburse Employee for the reasonable
costs
<PAGE>
of househunting trips for Employee and his spouse upon submission by Employee to
the Chairman of the Board (or his designee or designees) of vouchers or expense
statements satisfactorily evidencing such expenses.
(e) If Employee elects to do so, the Corporation will arrange and
pay all reasonable fees and out of pocket expenses for a firm to enter into a
home repurchase program (the "relocation firm") with Employee for the sale of
Employee's present residence. The relocation firm will make an offer to purchase
Employee's present residence based on the average of two independent market
appraisals from firms which are selected by mutual agreement of the relocation
firm and Employee
(i) Employee shall have not less than 30 days within which he may
accept or reject such offer.
(ii) If the relocation firm's offer is not accepted by Employee
within the period set forth in paragraph 7(e)(i), Employee
shall be free to sell his residence upon whatever terms and
conditions as he desires.
8. Employee Benefits; Vacations. Employee shall be entitled to
participate in any and all life insurance, medical insurance, disability
insurance, directors' and officers' liability insurance and any other employee
benefit plan or plans which may be generally made available during the Term to
senior level executives of the Corporation to the extent that Employee qualifies
under the eligibility provisions of any such plan or plans and as such plans may
be amended. Employee shall be entitled to vacations (taken consecutively or in
segments), aggregating four (4) weeks in each twelve month period of the Term,
in accordance with the Corporation's vacation policy, to be taken at times
consistent with the effective discharge of Employee's duties.
9. Permanent Disability. In the event of the permanent disability
(as hereinafter defined) of Employee during the Term hereunder, the Corporation
shall have the right, upon written notice to Employee, to terminate his
employment hereunder, effective upon the giving of such notice. Upon such
termination, the salary to which Employee would be otherwise entitled pursuant
to Paragraph 4(a) hereof shall continue to be paid to Employee through the end
of the month in which such termination occurs and Employee shall also be
entitled to any bonus awarded to him under Paragraph 4(b) hereof but remaining
unpaid as of the date of the termination. Executive shall also be entitled to
exercise the Option to the extent not then exercised in accordance with
Paragraphs 5(b) and 5 (c) hereof; provided, however, that notwithstanding any
such termination of Employee's employment hereunder due to the permanent
disability of Employee, Employee shall be entitled to receive the Base Salary
through the date which is eighteen months after the date of such termination.
Employee shall accept such payments in full discharge and release of the
Corporation of and from any further obligations under this Agreement, but
Employee shall continue to have the obligations provided for in Paragraph 12
hereof. For purposes of this Paragraph 9, "permanent disability" shall be
defined as (a) "permanent disability" within the meaning of the disability
insurance policy or policies then maintained by the Corporation for the benefit
of employees of the Corporation, or (b) if no such policy shall then be in
effect, or
<PAGE>
if more than one such policy shall then be in effect in which the term
"permanent disability" shall be assigned different definitions, then "permanent
disability" shall be defined for purposes hereof to mean any physical or mental
disability or incapacity which renders Employee incapable of fully performing
the services required of him in accordance with his obligations under Paragraph
3 hereof for a period of 120 consecutive days or for shorter periods aggregating
120 days during any twelve-month period.
10. Death. In the event of the death of Employee during the Term,
the salary to which Employee would be otherwise entitled pursuant to Paragraph
4(a) hereof shall continue to be paid through the end of the month in which
death occurs to the last beneficiary designated by Employee by written notice to
the Corporation, or, failing such designation, to his estate and such
beneficiary or estate shall also be entitled to all accrued and unpaid bonus
compensation owing to Employee under Paragraph 4(b) hereof and to exercise the
Option to the extent not then exercised in accordance with Paragraphs 5(b) and
5(c) hereof; provided, however, that notwithstanding any termination of
Employee's employment hereunder due to Employee's death, such beneficiary or
estate shall be entitled to receive the Base Salary through the date which is
eighteen months after the date of such termination. Employee shall have the
right to name, from time to time, any one person as beneficiary hereunder or,
with the consent of the Chairman of the Board, he may make other forms of
designation of beneficiary or beneficiaries. Employee's designated beneficiary
or beneficiaries or personal representative, as the case may be, shall accept
the payments provided for in this Paragraph 10 in full discharge and release of
the Corporation of and from any further obligations under this Agreement.
11. Termination.
(a) Employee's employment hereunder may be terminated by the
Corporation for "cause" at any time if Employee shall commit any of the
following "Acts of Default":
(i) Employee shall have refused to perform any of his obligations
set forth herein in any material respect or Employee shall
have taken any action which causes material harm to the
Corporation or its operations, and Employee shall have failed
to cure such failure or action within five (5) days after
receiving written notice thereof from the Board of Directors
or the Chairman of the Board;
(ii) Employee shall have committed an act of fraud, theft or
dishonesty against, or shall breach fiduciary obligation to,
the Corporation and/or any of its subsidiary companies; or
<PAGE>
(iii) Employee shall be convicted of (or plead nolo contendere to)
any felony or any misdemeanor (whether or not involving the
Corporation and/or any of its subsidiary companies) involving
moral turpitude or which might, in the opinion of the Board of
Directors, cause embarrassment to the Corporation and/or any
of its subsidiary companies.
In the event the Corporation elects to terminate the employment of Employee for
"cause" pursuant to this Paragraph 11(a), the Chairman of the Board shall send
written notice to Employee terminating such employment and describing the action
of Employee constituting the Act of Default, and thereupon the Corporation shall
have no further obligations under this Agreement, with the exception of the
obligation to pay Employee, promptly after such termination, any accrued or
unpaid salary earned by Employee through and including the effective date of
such termination and any accrued and unpaid bonus compensation owing to Employee
pursuant to Paragraph 4(b) hereof, but Employee shall continue to have the
obligations provided for in Paragraph 12 hereof Nothing contained in this
Paragraph 11 shall constitute a waiver or release by the Corporation of any
rights or claims it may have against Employee for actions or omissions which may
give rise to an event causing termination of this Agreement pursuant to this
Paragraph 11(a).
(b) Employee may terminate his employment hereunder for Good
Reason. For purposes of this Agreement "Good Reason" shall mean any assignment
to Employee of any material duties other than those contemplated by Paragraph 3
hereof; provided, however, that Employee first delivers written notice thereof
to the Chairman of the Board and the Corporation shall have failed to cure such
non-permitted assignment or limitation within thirty (30) days after receipt of
such written notice. Any termination by Employee pursuant to this Paragraph
11(b) shall be communicated by written Notice of Termination to the Chairman of
the Board. For purposes of this Agreement, a "Notice of Termination" shall mean
a notice which shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Employee's
employment under the provision so indicated. In the event of any termination of
Employee's employment hereunder pursuant to this Paragraph 11(b), Employee shall
be entitled to the Base Salary through the date which is eighteen months after
the date of such termination, and Employee shall also be entitled to all bonus
awarded to him under Paragraph 4(b) hereof, but remaining unpaid as of the date
of such termination . Executive shall also be entitled to exercise the Option to
the extent not then exercised in accordance with Paragraphs 5(b) and 5 (c)
hereof. In the event of any termination of employment by Employee for Good
Reason, Employee shall have no further obligations under this Agreement other
than the obligations provided for in Section 12 hereof.
<PAGE>
12. Restrictive Covenants and Confidentiality Injunctive Relief.
(a) Employee agrees, as a condition to the performance by the
Corporation of its obligations hereunder, particularly its obligations under
Paragraph 4 hereof, that during the Term and during the further period of one
(1) year after the termination of such employment, for any reason, Employee
shall not, without prior written approval of the Chairman of the Board, directly
or indirectly through any other individual or entity:
(i) solicit, raid, entice or induce any individual or entity
that presently is or at any time during the Term shall be, or who
has indicated an interest in becoming, a supplier of the
Corporation, and/or any of its subsidiary companies, to become a
supplier of any other individual or entity, and Employee shall not
approach any such individual or entity for such purpose or authorize
or knowingly approve the taking of such actions by any other
individual or entity; or
(ii) solicit, raid, entice or induce an individual who
presently is or at any time during the Term shall be an employee of
or consultant to the Corporation and/or any of its subsidiary
companies, to leave such employment or consulting position or
positions or to become employed by or become a consultant to any
other individual or entity, and Employee shall not approach any such
employee or consultant for such purpose or authorize or knowingly
approve the taking of such actions by any other individual or
entity.
(b) Recognizing and acknowledging that confidential
information may exist, from time to time, with respect to the business and/or
activities of the Corporation and/or its subsidiary companies, and that the
knowledge, information and relationships with suppliers and agents, including,
but not limited to, supplier lists and/or other such lists, and that the
knowledge of the Corporation's and/or its subsidiary companies' business
methods, systems, plans and policies and other confidential information which he
has heretofore and shall hereafter establish, receive or obtain as an employee
of the Corporation and/or its subsidiary companies or otherwise, are valuable
and unique assets of the respective businesses of the Corporation and its
subsidiary companies, Employee agrees that during and at all times after the
Term he shall not (otherwise than pursuant to his duties hereunder), without the
prior written approval of the Chairman of the Board, disclose any such knowledge
or information pertaining to the Corporation and/or any of its subsidiary
companies, their business, activities, personnel or policies, to any individual
or entity, for any reason or purpose whatsoever, or use for his own benefit or
for the benefit of any other individual or entity, any such knowledge or
information. The provisions of this Paragraph 12(b) shall not apply to
information which is or shall become generally known to the public or the trade
(except by reason of Employee's breach of his obligations hereunder),
information which is or shall become available in trade or other publications
and information which Employee is required to
<PAGE>
disclose by order of, or subpoena issued by, a court of competent jurisdiction
or other governmental authority (but only to the extent specifically ordered by
such court or other governmental authority); provided, however, that promptly
upon receipt of such subpoena or order requiring disclosure Employee shall give
the Corporation written notice of the circumstances under which Employee is so
required to make disclosure of such information, as well as the intended
disclosure of such information, so that the Corporation has the opportunity to
seek a protective order or follow such other course or courses of action as the
Corporation, in its sole discretion, may deem appropriate.
(c) The provisions of this Paragraph 12 shall survive the
termination of Employee's employment hereunder, irrespective of the reason
thereof.
(d) Employee recognizes and acknowledges that the services to
be rendered by him are of a special, unique and extraordinary character and, in
connection with such services, he will have access to confidential information
vital to the Corporation's and/or it subsidiary companies' businesses. By reason
of this, Employee consents and agrees that if he violates any of the provisions
of this Agreement with respect to diversion of the Corporation's and/or its
subsidiary companies' suppliers or employees, or confidentiality, the
Corporation and its subsidiary companies would sustain irreparable harm, and,
therefore, in addition to any other remedies which the Corporation may have
under this Agreement or otherwise, the Corporation and/or its subsidiary
companies shall be entitled to apply to any court of competent jurisdiction for
an injunction restraining Employee from committing or continuing any such
violation or violations of this Agreement, and Employee shall not object to any
such application or applications made in good faith. Nothing in this Agreement
shall be construed as prohibiting the Corporation and/or its subsidiary
companies from pursuing any other remedy or remedies, including, without
limitation, recovery of damages.
13. Transactions Offered to the Corporation; Proprietary Materials.
During the term of his employment hereunder, Employee agrees to bring to the
attention of the Board of Directors of the Chairman of the Board, all proposals,
business opportunities or investments of whatever nature, in areas in which the
Corporation and/or any of its subsidiary companies is active or may be
interested in becoming active, which are created or devised by Employee or come
to the attention of Employee and which might reasonably be expected to be of
interest to the Corporation and/or any of its subsidiary companies. Without
limiting the generality of the foregoing, Employee acknowledges and agrees that
memoranda, notes, records and other documents made or compiled by Employee or
made available to Employee during the term of this Agreement concerning the
business and/or activities of the Corporation and/or any of its subsidiary
companies shall be the Corporation's property and shall be delivered by Employee
to the Chairman of the Board upon termination of this Agreement or at any other
time at the request of the Board of Directors or the Chairman of the Board.
14. Deductions and Withholding. Employee agrees that the Corporation
shall withhold from any and all payments paid or payable to Employee, or on
<PAGE>
Employee's behalf, pursuant to this Agreement, an amount equal to any taxes
required by any governmental regulatory authority to be withheld or otherwise
deducted and paid by the Corporation in respect of such payments. In connection
with the exercise of the Option, the Corporation may require the Employee to
reimburse the Corporation for any such withholding tax liability in respect of
the issuance of shares upon such exercise. In lieu thereof, the Corporation
shall have the right to withhold the amount of such taxes from any other sums
due or to become due from the exercise of any such option. The Corporation may,
in its discretion, hold the stock certificate to which Employee is entitled upon
exercise of the Option as security for the payment of such withholding tax
liability, until cash sufficient to pay that liability has been accumulated. In
addition, the Corporation shall be authorized, without the prior written consent
of Employee, to effect any such withholding upon exercise of the Option by
retention of shares issuable upon such exercise having a fair market value at
the date of exercise which is equal to the amount to be withheld; provided,
however, that the Corporation shall not be authorized to effect such withholding
without the prior written consent of Employee if such withholding would subject
Employee to liability under Section 16(b) of the Securities Exchange Act of
1934, as amended.
15. Prior Agreements. This Agreement cancels and supersedes any and
all prior agreements and understandings between the parties hereto respecting
the employment of Employee by the Corporation.
16. Representations and Warranties of the Parties.
(a) Employee (x) represents and warrants to the Corporation
that (i) he is not under any obligation, restriction or limitation, contractual
or otherwise, to any other individual or entity which would prohibit or impede
him from performing his duties and responsibilities hereunder, and that he is
free to enter into and perform the terms and provisions of this Agreement, (ii)
he does not have any impairment which would interfere with his ability to
perform the essential functions of his job, and (iii) Common Stock purchased or
acquired hereunder will be purchased or acquired for his own account, for
investment only and not with a view to the resale or distribution thereof in
violation of any federal or state securities laws, and (y) agrees that any
subsequent resale or distribution of any such Common Stock shall be made only
pursuant to either (A) an effective registration statement under the Securities
Act of 1933, as amended, covering such Common Stock and under applicable state
securities laws or (B) specific exemptions from the registration requirements of
the Securities Act of 1933, as amended, and any applicable state securities
laws. In the event that Employee exercises the Option, in connection therewith
Employee shall deliver to the Corporation a written statement to the effect set
forth in clauses (x) (iii) and (y) above.
(b) This Agreement has been duly authorized by all necessary
corporate action on the part of the Corporation and has been duly executed and
delivered on behalf and in the name of the Corporation by the Chairman of the
Board.
<PAGE>
17. Effectiveness. This Agreement shall become effective when, and
only when, the Corporation shall have received (i) counterparts of this
Agreement signed by the Corporation and Employee, and (ii) a copy of a
physician's report, dated a recent date, as to the health of Employee, in form
and substance satisfactory to the Corporation.
18. Waiver. Waiver by either party hereto of any breach or default
by the other party of any of the terms and provisions of this Agreement shall
not operate as a waiver of any other breach or default, whether similar to or
different from the breach or default waived.
19. Notices. All notices required to be given under this Agreement
shall be in writing and sent by registered mail or certified mail, postage
prepaid, return receipt requested. Such notices shall be deemed to have been
validly served, given or delivered three (3) business days after deposit in the
United States mail addressed to the party or parties to be notified at the
following addresses:
If to the Corporation:
Chairman of the Board of Directors
Eagle Food Centers, Inc.
Route 67 and Knoxville Road
Milan, Illinois 61264
with a copy to:
Byron 0. Magafas
Eagle Food Centers, Inc.
Route 67 and Knoxville Road
Milan, Illinois 61264
If to Employee:
_____________________________
_____________________________
_____________________________
_____________________________
Either party may change the address to which notices,
requests, demands and other communications hereunder shall be sent by sending
written notice of such change of address to the other party in the manner above
stated.
20. Assignability and Binding Effect. This Agreement shall inure the
benefit of and shall be binding upon the heirs, executors, administrators,
successors and legal representatives of Employee, and shall inure to the benefit
of and be binding upon the Corporation and its successors and assigns. The
obligations of Employee may
<PAGE>
not be delegated and, except as expressly provided in Paragraph 9 above relating
to the designation of beneficiaries, Employee may not assign, transfer, pledge,
encumber, hypothecate or otherwise dispose of this Agreement, or any of his
rights hereunder, without the prior written consent of the Corporation, and any
such attempted assignment, transfer, pledge, encumbrance, hypothecation or other
disposition without such consent shall be null and void without effect. This
Agreement may be assigned by the Corporation, in its sole discretion, to any one
or more of its subsidiary companies or to another individual or entity in
connection with the merger or consolidation of the Corporation with another
corporation, partnership or other business enterprise or the sale of all or
substantially all of the assets and business of the Corporation to another
individual or entity.
21. Complete Understanding; Amendments, Etc. This Agreement
constitutes the complete understanding and entire agreement between the parties
hereto with respect to the employment of Employee hereunder, and no statement,
representation, warranty or covenant has been made by either party with respect
thereto except as expressly set forth herein. This Agreement shall not be
altered, modified, amended or terminated (other than in accordance with the
provisions hereof) except by written instrument signed by the party against whom
enforcement may be sought.
22. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Illinois.
23. Pargraph Headings. The paragraph headings contained in this
Agreement are for reference purposes only and shall not limit, define or affect
in any way the meaning or interpretation of this Agreement or any portion or
portions thereof.
24. Separability. In case any one or more of the provisions of this
Agreement shall be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected thereby.
25. Attorneys' Fees. Each party hereto agrees that if the other
party shall prevail in any action or proceeding arising hereunder or in
connection herewith, such other party shall be entitled to reimbursement of
reasonable attorneys' fees and disbursements related to such action or
proceeding.
IN WITNESS WHEREOF, the parties hereto have entered in to this
Agreement and duly set their hands on the day and year first above written.
EAGLE FOOD CENTERS, INC.
By: /s/ Robert J. Kelly /s/ Jeff Little
-------------------------------- ----------------------------------------
Robert J. Kelly Jeff Little
Chairman and Chief Executive
Officer
<PAGE>
Exhibit 10.22
AMENDMENT NO.3 TO LOAN AND SECURITY AGREEMENT
This AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT (this
"Amendment") dated as of February 9, 2000 by and between Congress Financial
Corporation (Central) ("Lender") and Eagle Food Centers, Inc. ("Borrower").
RECITALS:
WHEREAS, Lender and Borrower are parties to that certain Loan and
Security Agreement dated as of May 25, 1995; as the same has been amended, (the
"Loan Agreement"; capitalized terms used and not defined herein shall have the
meanings assigned to them in the Loan Agreement as amended hereby);
WHEREAS, the Borrower has requested that Lender consent to a third
amendment to the Loan agreement as more fully described herein; and
WHEREAS, Lender has granted its consent to such amendment upon the
terms and conditions contained herein.
NOW, THEREFORE, in consideration of the premises contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Amendment. Immediately upon the satisfaction of each of the
conditions precedent set forth in Section 2 of this Amendment:
1.1. Section 9.7 of the Loan Agreement is hereby amended by amending
and restating clause (iv)(x) set forth in the parenthetical in 9.7(b) to read in
its entirety as follows:
"(x) which relates solely to any store."
1.2. Section 9.8 of the Loan Agreement is hereby amended by amending
and restating the dollar amount set forth in Section 9.8(e) to read
"$75,000,000."
1.3. Section 9.13 of the Loan Agreement is amended by adding the
following at the end of the categories designated as "Period" and "Maximum
Amount":
Borrower's fiscal year 2001 $75,000,000 or such greater
and each fiscal year thereafter amount as agreed to by Lender in
writing prior to the the first
day of such fiscal year"
1.4. Section 12.1(a) of the Loan Agreement is amended by modifying
the date set forth in the first sentence thereof to read "April 15, 2002".
<PAGE>
Section 2. Conditions to Effectiveness of Amendment. This Amendment shall be
effective as of the date first above written and the following conditions
precedent shall have been satisfied at or prior to such date:
2.1. Documents.
(a) Amendment. The Lender shall have received a duly executed
counterpart of this Amendment from Borrower.
(b) Participation Consents. Each Person which has acquired a
participation interest in any or all of Lender's rights under the Loan Agreement
shall have executed and delivered to Lender an Acknowledgment and Consent, in
form and substance satisfactory to Lender, with respect to the applicable
participation agreement.
2.2. Certified Resolutions, etc. Lender shall have received a
certificate, in form and substance satisfactory to the Lender, of the secretary
or assistant secretary of the Borrower dated the effective date of this
Amendment (the "Effective Date'), certifying (i) the resolutions of its Board of
Directors approving and authorizing the execution, delivery and performance by
it of this Amendment and the continued effectiveness thereof, (ii) that there
have been no changes in its certificate of incorporation or by-laws since May
25, 1995, or if there have been changes in its certificate of incorporation or
by-laws since May 25, 1995, certifying its certificate of incorporation and/or
by-laws, as the case may be, as in effect on the Effective Date and (iii)
specimen signatures of its officers authorized to sign this Amendment.
2.3. Consents, Licenses, Approval, etc. All consents, licenses and
approvals, if any, required in connection with the execution, delivery and
performance by the Borrower of this Amendment or the Loan Agreement, as amended
by this Amendment, or the validity or enforceability thereof, or in connection
with any of the transactions effected pursuant to this Amendment or the Loan
Agreement, as amended by this Amendment, shall be in full force and effect.
2.4. No Injunction. No law or regulation shall have been adopted, no
order, judgment or decree of any governmental authority shall have been issued,
and no litigation shall be pending or threatened, which in the reasonable
judgment of Lender would enjoin, prohibit or restrain, or impose or result in
the imposition of any material adverse condition upon, the execution, delivery
or performance by the borrower of this Amendment or the Loan Agreement, as
amended by this Amendment.
2.5. Fees. The Borrower shall have paid the Lender the fees set
forth in that certain letter agreement dated the date hereof between the
Borrower and the Lender.
2
<PAGE>
Section 3. Representations and Warranties. In order to induce Lender to enter
into this Amendment, Borrower represents and warrants to Lender, upon the
effectiveness of this Amendment, which representations and warranties shall
survive the execution and delivery of this Amendment that:
3.1. No Default; etc. No Event of Default and no event or condition
which, merely with notice or the passage of time or both, would constitute an
Event of Default, has occurred and is continuing after giving effect to this
Amendment or would result from the execution or delivery of this Amendment or
the consummation of the transactions contemplated hereby.
3.2. Corporate Power and Authority; Authorization. Borrower has the
corporate power and authority to execute and deliver this Amendment and to carry
out the terms and provisions of the Loan Agreement, as amended by this
Amendment, and the execution and delivery by Borrower of this Amendment and the
Loan Agreement, as amended by this Amendment, and the performance by the
Borrower of its obligations hereunder and thereunder have been duly authorized
by all requisite corporate action by Borrower.
3.3. Execution and Delivery. Borrower has duly executed and
delivered this Amendment.
3.4. Enforceability. This Amendment and the Loan Agreement, as
amended by this Amendment, constitute the legal, valid and binding obligations
of Borrower, enforceable against Borrower in accordance with their respective
terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' right generally, and by general principles of equity.
3.5. Representations and Warranties. All of the representations and
warranties contained in the Loan Agreement and in the other Financing Agreements
(other than those which speak expressly only as of a different date) are true
and correct as of the date hereof after giving effect to this Amendment and the
transactions contemplated hereby.
3
<PAGE>
Section 4. Miscellaneous.
4.1. Effect; Ratification. The amendments set forth herein are effective
solely for the purposes set forth herein and shall be limited precisely as
written, and shall not be deemed to (i) be a consent to any amendment, waiver or
modification of any other term or condition of the Loan Agreement or of any
other Financing Agreement or (ii) prejudice any right or rights that Lender may
now have or may have in the future under or in connection with the Loan
Agreement or any other Financing Agreement. Each reference in the Loan Agreement
to "this Agreement", "herein", "hereof" and words of like import and each
reference in the other Financing Agreements to the "Loan Agreement" shall mean
the Loan Agreement as amended hereby. This Amendment shall be construed in
connection with and as part of the Loan Agreement and all terms, conditions,
representations, warranties, covenants and agreements set forth in the Loan
Agreement and each other Financing Agreement, except as herein amended or
waived, are hereby ratified and confirmed and shall remain in full force and
effect.
4.2. Counterparts. This Amendment may be executed in any number of
counterparts, each such counterpart constituting an original but all together
one and the same instrument.
4.3. Governing Law. This Amendment shall be governed by, and construed and
interpreted in accordance with, the internal laws of the State of Illinois.
[Signature page follows]
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first above written.
CONGRESS FINANCIAL CORPORATION
(CENTRAL)
By: /s/ Steven Linderman
------------------------------------
Name: Steven Linderman
Title First Vice President
EAGLE FOOD CENTERS, NC.
By: /s/ Robert J. Kelly
-------------------------------------
Name: Robert J. Kelly
Title Chairman
5
<PAGE>
Exhibit 18.1
April 14, 2000
To the Board of Directors and Shareholders of
Eagle Food Centers, Inc.:
Dear Directors and Shareholders:
We have audited the accompanying consolidated balance sheets of Eagle Food
Centers, Inc. and subsidiaries (the "Company") as of January 29, 2000 and
January 30, 1999, and the related consolidated statements of operations,
equity, and cash flows for each of the three years in the period ended
January 29, 2000, included in your Annual Report on Form 10-K to the
Securities and Exchange Commission and have issued our report thereon dated
April 14, 2000, which expresses an unqualified opinion and includes an
explanatory paragraph concerning the Company's ability to continue as a going
concern as a result of the Chapter 11 Bankruptcy proceedings. Our opinion
also includes an explanatory paragraph for the change in the method the
Company uses to assess the carrying value of goodwill from an undiscounted
cash flows approach to a market value approach. Note C to such consolidated
financial statements contains a description of your adoption during the year
ended January 29, 2000 of the change in the method the Company uses to assess
the carrying value of enterprise level goodwill under Accounting Principles
Board Opinion No. 17, Intangible Assets, from an undiscounted cash flows
approach to a market value approach. In our judgment, such change is to an
alternative accounting principle that is preferable under the circumstances.
Yours truly,
DELOITTE & TOUCHE LLP
Davenport, Iowa
<PAGE>
Exhibit 21
EAGLE FOOD CENTERS, INC.
SUBSIDIARIES
Eagle Pharmacy Co.
Milan Distributing Co.
Eagle Country Markets, Inc.
BOGO'S, Inc.
Talon Insurance Company, Inc.
73
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JAN-29-2000
<PERIOD-END> JAN-29-2000
<CASH> 18,558,000
<SECURITIES> 6,418,000
<RECEIVABLES> 16,961,000
<ALLOWANCES> 1,400,000
<INVENTORY> 66,690,000
<CURRENT-ASSETS> 108,007,000
<PP&E> 282,004,000
<DEPRECIATION> 153,033,000
<TOTAL-ASSETS> 260,416,000
<CURRENT-LIABILITIES> 178,056,000
<BONDS> 100,000,000
0
0
<COMMON> 115,000
<OTHER-SE> 21,863,000
<TOTAL-LIABILITY-AND-EQUITY> 260,416,000
<SALES> 932,789,000
<TOTAL-REVENUES> 932,789,000
<CGS> 690,456,000
<TOTAL-COSTS> 690,456,000
<OTHER-EXPENSES> 234,968,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,906,000
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,541,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,541,000)
<EPS-BASIC> (0.60)
<EPS-DILUTED> (0.60)
</TABLE>
