<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 15, 1994
----------------
Commission File Number 33-59438
--------
THE GRAND UNION COMPANY
---------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-1518276
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
201 Willowbrook Boulevard, Wayne, New Jersey 07470-0966
-------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
201-890-6000
------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X . No .
--- ---
As of November 29, 1994, there were issued and outstanding 801.5
shares of the registrant's common stock.
<PAGE>
The Grand Union Company's Quarterly Report on Form 10-Q for the 12 and
28 weeks ended October 15, 1994 is amended to reflect the following:
1. Certain amounts originally charged in the Statement of Operations
to operating and administrative expense in the 12 and 28 week periods
ended October 16, 1993 have been reclassified to cost of sales to conform
to the presentation included in the Company's Annual Report on Form 10-K
for the 52 weeks ended April 2, 1994.
2. Management's Discussion and Analysis has been modified to expand
the discussion relating to changes in gross profit and operating and
administrative expense for the 12 and 28 weeks ended October 16, 1993.
THE GRAND UNION COMPANY
INDEX
PAGE NO.
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PART I - FINANCIAL INFORMATION (UNAUDITED)
ITEM 1. FINANCIAL STATEMENTS.
Consolidated Statement of Operations - 12 and 28
weeks ended October 16, 1993 and October 15, 1994 3
Consolidated Balance Sheet - April 2, 1994 and
October 15, 1994 4
Consolidated Statement of Cash Flows - 28 weeks
ended October 16, 1993 and October 15, 1994 5
Notes to Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 8
PART II - OTHER INFORMATION 13
All items which are not applicable or to which the answer is
negative have been omitted from this report.
The financial statements and related notes of Grand Union have not
been separately presented herein since such financial statements
reflect the accounts of Grand Union Capital Corporation pushed
down to the accounts of Grand Union.
-2-
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
GRAND UNION CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
12 Weeks Ended 28 Weeks Ended
-------------------------- --------------------------
October 16, October 15, October 16, October 15,
1993(a) 1994 1993(a) 1994
---------- ----------- ----------- -----------
(in thousands)
<S> <C> <C> <C> <C>
Sales $559,769 $556,663 $1,320,867 $1,304,355
Cost of sales (400,155) (390,565) (946,151) (913,844)
-------- -------- ---------- ----------
Gross profit 159,614 166,098 374,716 390,511
Operating and administrative expense (116,401) (127,593) (281,379) (292,159)
Depreciation and amortization (17,780) (20,758) (41,084) (46,020)
Interest expense:
Debt:
Obligations requiring current cash interest (29,451) (31,724) (68,568) (72,690)
Obligations requiring no current cash interest (8,245) (9,559) (18,465) (21,590)
Capital lease obligations (3,190) (4,755) (7,672) (9,772)
Amortization of deferred financing fees (1,093) (1,174) (2,551) (2,727)
-------- -------- ---------- ----------
Loss before income taxes and cumulative effect of
accounting change (16,546) (29,465) (45,003) (54,447)
Income tax provision -- -- -- --
-------- -------- ---------- ----------
Loss before cumulative effect of accounting change (16,546) (29,465) (45,003) (54,447)
Cumulative effect of accounting change -- -- (30,308) --
-------- -------- ---------- ----------
Net loss (16,546) (29,465) (75,311) (54,447)
Accrued preferred stock dividends of
Grand Union Holdings Corporation (3,667) (6,411) (8,410) (11,704)
-------- -------- ---------- ----------
Net loss applicable to common stock $(20,213) $(35,876) $ (83,721) $ (66,151)
-------- -------- ---------- ----------
-------- -------- ---------- ----------
Other Data:
Earnings before LIFO provision, depreciation and
amortization, interest expense, income taxes and
cumulative effect of accounting change (EBITDA) $ 43,097 $ 38,730 $ 94,145 $ 98,877
-------- -------- ---------- ----------
-------- -------- ---------- ----------
</TABLE>
- -----------
(a) Reflects reclassification of certain amounts to conform to the presentation
included in the Annual Report on Form 10-K for the 52 weeks ended
April 2, 1994.
See accompanying notes to consolidated financial statements (unaudited).
-3-
<PAGE>
GRAND UNION CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
April 2, October 15,
1994 1994
------- -----------
(in thousands)
<S> <C> <C>
ASSETS
Current assets:
Cash and temporary cash investments $44,294 $35,426
Receivables 37,072 22,817
Inventories 206,063 202,029
Other current assets 17,444 17,336
---------- ----------
Total current assets 304,873 277,608
Property, net 400,554 431,283
Goodwill, net 563,276 554,608
Beneficial leases, net 33,074 29,921
Deferred financing fees, net 48,721 46,444
Other assets 43,726 41,364
---------- ----------
$1,394,224 $1,381,228
---------- ----------
---------- ----------
LIABILITIES AND STOCKHOLDER'S DEFICIT
Current liabilities:
Current maturities of long-term debt $914 $918
Current portion of obligations under capital leases 7,099 7,001
Accounts payable and accrued liabilities 238,225 234,403
---------- ----------
Total current liabilities 246,238 242,322
---------- ----------
Long-term debt 1,404,089 1,434,204
---------- ----------
Obligations under capital leases 120,140 139,583
---------- ----------
Other noncurrent liabilities 113,810 109,876
---------- ----------
Commitments and contingencies
Redeemable stock of Grand Union Holdings
Corporation (liquidation preference
$157,016,000 in aggregate) 154,719 166,423
---------- ----------
Stockholder's deficit:
Common Stock, $.01 par value; authorized,
issued and outstanding 1,000 shares 1 1
Treasury Stock of Grand Union Holdings Corporation (156) (156)
Accumulated deficit (644,617) (711,025)
---------- ----------
Total Stockholder's deficit (644,772) (711,180)
---------- ----------
$1,394,224 $1,381,228
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements (unaudited).
-4-
<PAGE>
GRAND UNION CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
28 Weeks Ended
------------------------------
October 16, October 15,
1993 1994
----------- -----------
(in thousands)
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss ($75,311) ($54,447)
Adjustments to reconcile net loss to net cash
provided by (used for) operating activities:
Cumulative effect of accounting change 30,308 -
Depreciation and amortization 41,084 46,020
Noncash interest 18,465 21,590
Amortization of deferred financing fees 2,551 2,727
Net changes in assets and liabilities:
Receivables (6,534) 14,255
Inventories 22,276 4,034
Accounts payable and accrued liabilities (42,570) (3,822)
Other current assets 539 108
Other (13,362) (5,315)
--------- ---------
Net cash provided by (used for) operating activities (22,554) 25,150
--------- ---------
INVESTMENT ACTIVITIES:
Capital expenditures (24,890) (40,102)
Disposals of property 45 2,016
--------- ---------
Net cash used for investment activities (24,845) (38,086)
--------- ---------
FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt 27,011 9,000
Obligations under capital leases discharged (3,621) (4,461)
Retirement of long-term debt (275) (471)
Purchase of Grand Union Holdings Corporation common stock (156) -
--------- ---------
Net cash provided by financing activities 22,959 4,068
--------- ---------
Decrease in cash and temporary cash investments (24,440) (8,868)
Cash and temporary cash investments at beginning of period 69,651 44,294
--------- ---------
Cash and temporary cash investments at end of period $45,211 $35,426
--------- ---------
--------- ---------
Supplemental disclosure of cash flow information:
Cash paid for interest $71,376 $77,036
Capital lease obligations incurred 7,664 23,806
Accrued dividends on preferred stock of
Grand Union Holdings Corporation 8,410 11,704
</TABLE>
See accompanying notes to consolidated financial statements (unaudited).
-5-
<PAGE>
GRAND UNION CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - Basis of Accounting
The accompanying interim consolidated financial statements of
Grand Union Capital Corporation ("Capital" or the "Company"), have
not been audited by independent accountants. However, in the
opinion of management the results of operations include all
adjustments, which consist only of normal recurring adjustments,
necessary for a fair presentation of operating results for the
interim periods. These consolidated financial statements should
be read in conjunction with the consolidated financial statements
and related notes contained in the Company's Annual Report on Form
10-K for the fiscal year ended April 2, 1994. Operating results
for the periods presented are not necessarily indicative of the
results for the full fiscal year.
NOTE 2 - Debt and Redeemable Preferred Stock of Grand Union Holdings
Corporation
On September 15, 1994, the Company and the banks party to the
Bank Credit Agreement entered into an amendment which provided for
reductions in required levels of EBITDA and required cash interest
coverage ratios beginning in the fiscal quarter ending October 15,
1994, and provided that certain financial covenants would be
calculated excluding the impact of costs and expenses of up to
$1,000,000 incurred pursuant to the corporate reorganization and
overhead reduction program previously announced. The amendment
also provides for proceeds of up to $20,000,000 from the sale or
closure of certain stores, which if realized prior to such
amendment would have been subject to mandatory bank debt
repayment, to be redeployed to make capital expenditures.
The Company was in compliance with the terms of the Bank
Credit Agreement, as amended, as of October 15, 1994 and believes
it is in compliance as of the date hereof. Notwithstanding the
September 1994 amendment to the Bank Credit Agreement, the Company
anticipates that by the conclusion of the third quarter it will
require interim waivers from its bank lenders. In addition, cash
from operations after committed capital expenditures will not be
sufficient to fund cash interest payments due in early calendar
1995, and asset sales which can be arranged by the time such
interest payments are due are not likely to generate an amount of
net proceeds which, together with cash from operations, will be
adequate to fund such interest payments. The Company expects to
request necessary interim waivers and to negotiate modifications
of the covenants included in the Bank Credit Agreement in
connection with its discussion of a restructuring of its capital
structure. While there can be no assurance that a restructuring
can be accomplished, the Company intends to present a proposed
restructuring plan to the current holders of its indebtedness and
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<PAGE>
to initiate the restructuring process at the earliest practicable
date.
The dividend rate on the Grand Union Holdings Corporation
("Holdings") Series A cumulative exchangeable redeemable preferred
stock, the Series B cumulative redeemable convertible preferred
stock and the Series C cumulative redeemable convertible preferred
stock (collectively the "Preferred Stock") increases from 12% to
20% as of July 14, 1996. During the 12 weeks ended October 15,
1994, Holdings changed its estimate of the date on which the
Preferred Stock is expected to be redeemed from on or before the
date of the dividend step-up to an indeterminate date.
Accordingly, as of July 24, 1994, Holdings is accruing interest
recognizing a yield to redemption interest rate of 18.2% per annum
for the Series A preferred stock, 19.3% for the Series B preferred
stock and 18.3% for the Series C preferred stock. The effect of
this change was to increase accrued preferred stock dividends
approximately $2,319,000 for the 12 weeks ended October 15, 1994.
NOTE 3 - Store Dispositions
During the third and fourth quarters of the Company's current
fiscal year, the Company expects to sell or close up to 20 smaller
stores (including four stores which have been closed since October
15, 1994) located primarily in the Northern Region, which are
unprofitable or do not fit into the Company's long-term strategy.
These store dispositions are expected to result in an accounting
charge in the third quarter and to result in a reduction in sales
of up to $100 million per year.
NOTE 4 - Intangibles
The value of the Company's intangible assets may become
impaired as a result of the effects of a restructuring of the
capital structure of the Company. Until such time as a
restructuring plan is developed and negotiations with the
Company's lenders progress, the Company is unable to determine the
extent of such impairment, if any, and, therefore, has made no
adjustment to such carrying value as of October 15, 1994.
-7-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
The following table sets forth certain statement of
operations data:
<TABLE>
<CAPTION>
12 Weeks Ended 28 Weeks Ended
-------------------------- --------------------------
October 16, October 15, October 16, October 15,
1993 1994 1993 1994
----------- ----------- ----------- -----------
(dollars in millions)
<S> <C> <C> <C> <C>
Sales $ 559.8 $ 556.7 $1,320.9 $1,304.4
Gross profit 159.6 166.1 374.7 390.5
Operating and administrative expense 116.4 127.6 281.4 292.2
Depreciation and amortization 17.8 20.8 41.1 46.0
Interest expense 42.0 47.2 97.3 106.8
Cumulative effect of accounting change - - 30.3 -
Net loss 16.5 29.5 75.3 54.4
EBITDA 43.1 38.7 94.1 98.9
LIFO provision (0.1) 0.2 0.8 0.5
Sales percentage decrease 3.8% 0.6% 4.2% 1.3%
Gross profit as a percentage of sales 28.5 29.8 28.4 29.9
Operating and administrative expense
as a percentage of sales 20.8 22.9 21.3 22.4
EBITDA as a percentage of sales 7.7 7.0 7.1 7.6
</TABLE>
Sales for the 12 and 28 weeks ended October 15, 1994
decreased $3.1 million and $16.5 million, or 0.6% and 1.3%, as
compared to the 12 and 28 weeks ended October 16, 1993,
respectively. The sales decreases for the 12 and 28 weeks ended
October 15, 1994 resulted from the continuing effect of workforce
reductions by several major employers in the Company's Northern
Region, competitive store openings in the Mid-Hudson Valley and
Albany metropolitan area of New York State and the Company's
increased emphasis on value-oriented products in the Northern
Region, partially offset by sales increases from stores which have
been newly built or renovated as part of the Company's capital
expenditure program. Sales comparisons between the 28 weeks ended
October 15, 1994 and the 28 weeks ended October 16, 1993 are also
affected by the timing of Easter (the first quarter of the current
fiscal year did not include the holiday shopping period preceding
Easter, while the first quarter of the prior fiscal year included
the pre-holiday week) and by the effect of the work stoppage
experienced during the first quarter of the prior fiscal year.
Existing store sales, influenced by the same factors mentioned
above, decreased 3.6% and 4.7% for the 12 and 28 weeks ended
October 15, 1994, respectively.
The increase in gross profit, as a percentage of sales, for
the 12 and 28 weeks ended October 15, 1994 resulted from lower
-8-
<PAGE>
product procurement costs, the effect of changes in the recording and
deducting of advertising and promotional income allowances made in the
the 12 weeks ended October 16, 1993, and from increases in the sales
mix of higher margin general merchandise, bakery and private label
products.
The increase in operating and administrative expense, as a
percentage of sales, for the 12 and 28 weeks ended October 15,
1994 resulted primarily from increases, as a percentage of sales,
in store labor and fringe benefits, utilities, insurance (during the
12 weeks ended October 16, 1993, Grand Union reduced self insurance
reserves by $3.8 million), and occupancy costs. On July 26, 1994, the
Company announced a corporate reorganization and overhead reduction
program to consolidate several key functions and reduce overhead
expense by approximately $5 million annually. Savings from this
program are being invested in the Company's operations. The cost of
this program, principally consisting of severance costs, was
approximately $0.6 million and $1.0 million in the 12 and 28 weeks
ended October 15, 1994, respectively. Substantially all costs
expected to be incurred in connection with this corporate
reorganization and overhead reduction program had been incurred as
of the end of the second quarter.
Depreciation and amortization increased $3.0 million and $4.9
million for the 12 and 28 weeks ended October 15, 1994,
respectively, as a result of the Company's capital expenditure
program.
Interest expense increased $5.2 million and $9.5 million for
the 12 and 28 weeks ended October 15, 1994, respectively,
primarily due to the increased level of debt outstanding.
During the 28 weeks ended October 16, 1993 the Company
recorded a $30.3 million charge as the cumulative effect of an
accounting change relating to the adoption of Statement of
Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions". This charge
represents the portion of future retiree benefit costs related to
service already rendered by both active and retired employees up
to the date of adoption.
EBITDA (earnings before LIFO provision, depreciation and
amortization, interest expense, income taxes and cumulative effect
of accounting change) was $38.7 million or 7.0% of sales and $98.9
million or 7.6% of sales for the 12 and 28 weeks ended October 15,
1994, respectively. EBITDA in future periods will be affected by
the marketing program recently introduced in the Northern Region,
the reduction in the Company's forward buy inventory and other
factors.
During the 12 weeks ended October 15, 1994, the Company
commenced a new marketing program in certain of its Northern
Region markets. The program includes both lower everyday prices
and stronger feature programs. The Company believes it must
continue and extend these investments in its store operations.
Although these investments adversely affect gross profit in
periods in which they are made, and there is no assurance that
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<PAGE>
they will succeed in improving gross profit over the long term,
the Company believes that they are necessary in order to preserve
and expand the Company's sales base.
Due to the Company's reduced operating cash flow, the Company
has reduced its investment in forward buy inventory. This
reduction of the Company's forward buy inventory adversely
affected the Company's gross profit during the second quarter and
will continue to adversely affect the Company's gross profit in
future periods until its investment in forward buy inventory can
be restored.
LIQUIDITY AND CAPITAL RESOURCES
Resources used to finance significant expenditures for the 28
weeks ended October 16, 1993 and October 15, 1994 are reflected in
the following table:
<TABLE>
<CAPTION>
28 Weeks Ended
------------------------
October 16, October 15,
1993 1994
----------- -----------
(in millions)
<S> <C> <C>
Resources used for:
Capital expenditures $24.9 $40.1
Debt and capital lease repayments 3.9 4.9
Purchase of Grand Union Holdings
Corporation common stock 0.1 -
----- -----
$28.9 $45.0
----- -----
----- -----
Financed by:
Operating activities, including cash
and temporary cash investments $1.9 $34.0
Debt incurred 27.0 9.0
Property disposals - 2.0
----- -----
$28.9 $45.0
----- -----
----- -----
</TABLE>
During the 28 weeks ended October 15, 1994, funds for capital
expenditures and debt repayments were principally obtained from
cash provided by operating activities and from $9 million borrowed
on the revolving credit facility. During the 28 weeks ended
October 16, 1993, funds for capital expenditures and debt
repayments were principally obtained from additional borrowings on
the revolving credit facility. Debt repayments for the 28 weeks
ended October 15, 1994 and October 16, 1993 consisted of scheduled
repayments of capital leases and various mortgages.
On September 15, 1994, the Company and the banks party to the
Bank Credit Agreement entered into an amendment which provided for
reductions in required levels of EBITDA and required cash interest
coverage ratios beginning in the fiscal quarter ending October 15,
1994, and which provided that certain financial covenants would be
calculated excluding the impact of costs and expenses of up to
$1.0 million incurred pursuant to the corporate reorganization and
-10-
<PAGE>
overhead reduction program previously announced. The amendment
also provides for proceeds of up to $20.0 million from the sale or
closure of certain stores, which if realized prior to such
amendment would have been subject to mandatory bank debt
repayments, to be redeployed to make capital expenditures.
At October 15, 1994, there was $34.0 million of borrowings
outstanding under the Company's $100.0 million revolving credit
facility and $24.4 million was available for additional borrowings
or letters of credit.
Notwithstanding the September 1994 amendment to the Bank
Credit Agreement, the Company anticipates that by the conclusion
of the third quarter it will require interim waivers from its bank
lenders. In addition, cash from operations after committed
capital expenditures will not be sufficient to fund cash interest
payments due in early calendar 1995, and asset sales which can be
arranged by the time such interest payments are due are not likely
to generate an amount of net proceeds which, together with cash
from operations, will be adequate to fund such interest payments.
The Company expects to request necessary interim waivers and to
negotiate modifications of the covenants included in the Bank
Credit Agreement in connection with its discussion of a
restructuring of its capital structure.
On November 28, 1994, the Company engaged Goldman, Sachs &
Co. and BT Securities Corporation to assist the Company in
developing a capital restructuring plan. While there can be no
assurance that a restructuring can be accomplished, the Company
intends to present a proposed restructuring plan to the current
holders of its indebtedness and to initiate the restructuring
process at the earliest practicable date. The costs associated
with the restructuring, including advisory, accounting and legal
fees, will reduce EBITDA and increase net loss during the
remainder of the Company's current fiscal year and during the
fiscal year ended March 30, 1996.
The Company believes that it is in compliance with the terms
of its Bank Credit Agreement, as amended, and its other debt
agreements as of the date hereof, and that it will remain in
compliance with the terms of its debt agreements until at least
January 15, 1995, by which date the Company intends to have
proposed a restructuring plan. The Company anticipates that it
will have been able to obtain required interim waivers from its
bank lenders prior to January 15, 1995.
The Company expects that, assuming that vendors and suppliers
continue to extend normal credit terms, it will have sufficient
liquidity to meet its obligations to trade creditors in accordance
with its usual prompt payment schedule throughout the time it
takes to complete the restructuring process.
-11-
<PAGE>
During the 28 weeks ended October 15, 1994, the Company
opened four replacement stores and completed the remodeling of six
stores. Capital expenditures, including capitalized leases other
than real estate leases, for the year ending April 1, 1995 are
expected to be approximately $60 million. The Company's capital
expenditures during the current fiscal year have been financed
through funds generated from operations, borrowings under the
revolving credit facility and equipment leases. Prior to the
completion of the restructuring, in order to improve liquidity,
the Company's capital expenditure program will be curtailed. An
extended curtailment of the Company's capital expenditure program
would adversely affect the Company's long-term profitability and
competitive position.
During the third and fourth quarters of the Company's current
fiscal year, the Company expects to sell or close up to 20 smaller
stores (including four stores which have been closed since October
15, 1994), located primarily in the Northern Region, which are
unprofitable or do not fit into the Company's long-term strategy.
These store dispositions are expected to result in an accounting
charge in the third quarter and to result in a reduction in sales
of up to $100 million per year.
-12-
<PAGE>
PART II-OTHER INFORMATION
ITEM 6.
(a) Exhibits
EXHIBIT NUMBER
10.8G Seventh Amendment dated as of
September 15, 1994 to the Credit
Agreement dated as of July 14, 1992
among The Grand Union Company, Grand
Union Capital Corporation ("Capital"),
Grand Union Holdings Corporation
("Holdings"), the lending institutions
party thereto, Bankers Trust Company,
as Agent, and Midlantic National Bank,
as Co-Agent, filed as Exhibit No. 10.8
to the Registration Statement on Form
S-1 of Capital and Holdings
(Registration No. 33-50496),
incorporated by reference to Exhibit
No. 10.8G to Holdings' Report on Form
10-Q dated November 29, 1994.
27 Financial Data Schedule
-13-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
THE GRAND UNION COMPANY
(Registrant)
Date: December 14, 1994 /s/ Kenneth R. Baum
----------------- ---------------------
Kenneth R. Baum
Senior Vice President,
Chief Financial Officer
and Secretary (Principal
Financial Officer and
Principal Accounting Officer)
-14-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S INTERIM CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> QTR-2
<FISCAL-YEAR-END> APR-01-1995
<PERIOD-START> APR-03-1994
<PERIOD-END> OCT-15-1994
<CASH> 35,426
<SECURITIES> 0
<RECEIVABLES> 22,817
<ALLOWANCES> 0
<INVENTORY> 202,029
<CURRENT-ASSETS> 277,608
<PP&E> 431,283
<DEPRECIATION> 46,020
<TOTAL-ASSETS> 1,381,228
<CURRENT-LIABILITIES> 242,322
<BONDS> 1,434,204
<COMMON> 9,407
0
157,016
<OTHER-SE> (711,180)
<TOTAL-LIABILITY-AND-EQUITY> 1,381,228
<SALES> 1,304,355
<TOTAL-REVENUES> 1,304,355
<CGS> 913,844
<TOTAL-COSTS> 913,844
<OTHER-EXPENSES> 292,159
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 106,779
<INCOME-PRETAX> (54,447)
<INCOME-TAX> 0
<INCOME-CONTINUING> (54,447)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (54,447)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
