<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
/x/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended July 24, 1999
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from______________ to ________________
Commission File Number 0-26602
-------
THE GRAND UNION COMPANY
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 22-1518276
- ----------------------------------------------------------------- -------------------------------------------------------------
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
201 Willowbrook Boulevard, Wayne, New Jersey 07470-0966
- ----------------------------------------------------------------- -------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
973-890-6000
-----------------------------------------------------------------
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 requirements
for the past 90 days.
Yes X No
-------- --------
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes X No
-------- --------
As of September 7, 1999, there were issued and outstanding 29,992,389 shares,
par value $0.01 per share, of the Registrant's common stock.
===============================================================================
-1-
<PAGE>
THE GRAND UNION COMPANY
Form 10-Q
For the 16 Weeks Ended July 24, 1999
INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION (Unaudited)
- ------------------------------------------
Item 1. Financial Statements. Page No.
- -----------------------------
<S> <C>
Consolidated Statement of Operations - 16 weeks ended July 24, 1999 (Successor Company)
and 16 weeks ended July 18, 1998 (Predecessor Company) 3
Consolidated Balance Sheet - July 24, 1999 and April 3, 1999 4
Consolidated Statement of Cash Flows - 16 weeks ended July 24, 1999 (Successor
Company) and 16 weeks ended July 18, 1998 (Predecessor Company) 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 8
- ----------------------------------------------------------------------------------------------
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 10
- --------------------------------------------------------------------
PART II - OTHER INFORMATION
- ---------------------------
Item 4. Submission of Matters to a Vote of Security Holders. 11
- -------------------------------------------------------------
Item 6. Exhibits and Reports on Form 8-K. 11
- ------------------------------------------
</TABLE>
All items which are not applicable or to which the answer is negative have been
omitted from this report.
-2-
<PAGE>
PART I - FINANCIAL INFORMATION
- ------------------------------
Item 1. Financial Statements.
- ------------------------------
THE GRAND UNION COMPANY
-----------------------
CONSOLIDATED STATEMENT OF OPERATIONS
-------------------------------------
(numbers in thousands, except per share data)
--------------------------------------------
(unaudited)
-----------
<TABLE>
<CAPTION>
Successor Predecessor
Company Company
----------------- -----------------
16 Weeks 16 Weeks
Ended Ended
July 24, July 18,
1999 1998
----------------- -----------------
<S> <C> <C>
Sales $ 687,268 $ 691,908
Cost of sales 480,484 486,723
----------------- -----------------
Gross profit 206,784 205,185
Operating and administrative expenses 173,297 177,212
Depreciation and amortization 16,229 17,768
Amortization of excess reorganization value 40,566 32,102
Unusual items - 4,509
Interest expense, net 12,801 32,459
----------------- -----------------
(Loss) before income taxes and extraordinary item (36,109) (58,865)
Income tax provision 1,671 -
----------------- -----------------
Net (loss) before extraordinary item (37,780) (58,865)
Extraordinary item - 1,739
----------------- -----------------
Net (loss) (37,780) (60,604)
Accrued dividends on preferred stock - 2,305
----------------- -----------------
Net (loss) applicable to common stock $ (37,780) $ (62,909)
================= =================
Basic and diluted net (loss) per common share $ (1.26)
-----------------
Weighted average number of shares outstanding 30,000,000
=================
</TABLE>
See accompanying notes to consolidated financial statements (unaudited).
-3-
<PAGE>
THE GRAND UNION COMPANY
--------------------------
CONSOLIDATED BALANCE SHEET
---------------------------
(numbers in thousands, except par value)
----------------------------------------
(unaudited)
-----------
<TABLE>
<CAPTION>
July 24, April 3,
1999 1999
------------------ ------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and temporary investments $ 43,610 $ 57,414
Receivables 39,226 34,645
Inventories 160,638 152,217
Other current assets 7,675 7,644
------------------ ------------------
Total current assets 251,149 251,920
Property, net 328,517 327,881
Excess reorganization value, net 273,854 314,420
Beneficial leases, net 62,908 66,547
Deferred income taxes, net 112,758 114,429
Other assets 13,340 14,053
------------------ ------------------
Total assets $ 1,042,526 $ 1,089,250
================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ - $ -
Current portion of obligations under capital leases 5,455 6,303
Accounts payable and accrued liabilities 164,672 171,999
------------------ ------------------
Total current liabilities 170,127 178,302
Long-term debt 230,000 230,000
Obligations under capital leases 152,819 154,837
Adverse leases, net 72,733 74,322
Other noncurrent liabilities 147,010 144,172
------------------ ------------------
Total liabilities 772,689 781,633
------------------ ------------------
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value; 60,000,000 shares authorized,
30,000,000 shares issued and outstanding at July 24, 1999 and
April 3, 1999 300 300
Preferred stock, $1.00 par value; 10,000,000 shares authorized,
no shares issued and outstanding - -
Capital in excess of par value 384,800 384,800
Accumulated deficit (115,263) (77,483)
------------------ ------------------
Total stockholders' equity 269,837 307,617
------------------ ------------------
Total liabilities and stockholders' equity $ 1,042,526 $ 1,089,250
================== ==================
</TABLE>
See accompanying notes to consolidated financial statements (unaudited).
-4-
<PAGE>
THE GRAND UNION COMPANY
------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
(numbers in thousands)
---------------------
(unaudited)
----------
<TABLE>
<CAPTION>
Successor Predecessor
Company Company
----------------- -----------------
16 Weeks 16 Weeks
Ended Ended
July 24, July 18,
1999 1998
----------------- -----------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net (loss) $ (37,780) $ (60,604)
Adjustments to reconcile net (loss) to net cash provided by
operating activities before reorganization items paid:
Unusual items - (3,813)
Extraordinary item - 1,739
Depreciation and amortization 56,795 49,870
Net deferred income tax 1,671 -
Noncash interest 486 489
Net changes in assets and liabilities:
Receivables (4,581) (2,002)
Inventories (8,421) (4,855)
Other current assets (31) (676)
Other assets (193) (11)
Accounts payable and accrued liabilities (7,327) 31,087
Other noncurrent liabilities 2,838 2,856
----------------- -----------------
Net cash provided by operating activities before
reorganization items paid 3,457 14,080
Reorganization items paid - (500)
----------------- -----------------
Net cash provided by operating activities 3,457 13,580
----------------- -----------------
INVESTMENT ACTIVITIES:
Capital expenditures (14,925) (2,611)
Disposals of property 6 45
----------------- -----------------
Net cash (used for) investment activities (14,919) (2,566)
----------------- -----------------
FINANCING ACTIVITIES:
Proceeds from DIP facility - 108,000
Repayment of old bank debt - (104,144)
Obligations under capital leases discharged (2,342) (2,509)
Net repayment of long-term debt - (17,000)
----------------- -----------------
Net cash (used for) financing activities (2,342) (15,653)
----------------- -----------------
Net (decrease) in cash and temporary investments (13,804) (4,639)
Cash and temporary investments at beginning of year 57,414 44,745
----------------- -----------------
Cash and temporary investments at end of period $ 43,610 $ 40,106
================= =================
Supplemental disclosure of cash flow information:
Interest payments $ 13,216 $ 11,894
Accrued dividends - 2,305
</TABLE>
See accompanying notes to consolidated financial statements (unaudited).
-5-
<PAGE>
THE GRAND UNION COMPANY
-----------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------
(unaudited)
-----------
NOTE 1 - Basis of Presentation
The accompanying interim consolidated financial statements of The Grand
Union Company (the "Company") include the accounts of the Company and its
subsidiaries, all of which are wholly owned. Upon emergence from its Chapter 11
proceedings on August 17, 1998 (the "Effective Date"), the Company adopted
fresh-start reporting in accordance with American Institute of Certified Public
Accountants Statement of Position 90-7, "Financial Reporting By Entities in
Reorganization Under The Bankruptcy Code" ("Fresh-Start Reporting"). In
connection with the adoption of Fresh-Start Reporting, a new entity has been
deemed created for financial reporting purposes. The periods presented prior to
the Effective Date have been designated "Predecessor Company" and the period
subsequent to the Effective Date has been designated "Successor Company". For
financial reporting purposes, the Company accounted for the consummation of its
plan of reorganization under Chapter 11 of the Bankruptcy Code (the "Plan of
Reorganization") effective August 15, 1998. In accordance with Fresh-Start
Reporting, the Company valued its assets and liabilities at fair values and
eliminated its accumulated deficit at the Effective Date. In the opinion of
management, the consolidated financial statements include all adjustments, which
consist only of normal recurring items, 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 53 weeks ended April 3, 1999.
Operating results for the periods presented are not necessarily indicative of
results for the full fiscal year.
Certain reclassifications have been made to prior year amounts to
conform to current period presentation.
NOTE 2 - Reorganization
On the Effective Date, the Company consummated the Plan of
Reorganization pursuant to the August 5, 1998 Confirmation Order of the United
States Bankruptcy Court for the District of New Jersey. Consummation of the Plan
of Reorganization has resulted in a capital restructuring of the Company,
whereby approximately $600 million in Old Senior Notes has been eliminated from
the Company's balance sheet, reducing annual interest expense by approximately
$72 million.
Consummation of the Plan of Reorganization resulted in (i) the issuance
of 30,000,000 shares of New Common Stock to the holders of the Company's Old
Senior Notes; (ii) the issuance of New Series 1, Series 2 and Series 3 Warrants
to the holders of the Company's Old Preferred Stock; (iii) the issuance of New
Series 1 Warrants to holders of the Company's Old Common Stock; and (iv)
cancellation of the Company's Old Senior Notes, Old Preferred Stock, Old Common
Stock, Old Series 1 and Series 2 Warrants and Old Stock Options. On October 1,
1998, the Company's new common stock began trading on the NASDAQ National Market
under the ticker symbol GUCO. Pursuant to the Plan of Reorganization, the number
of outstanding shares of New Common Stock was reduced to 29,992,389 as of August
17, 1999, because of unreturned Old Senior Notes.
On the Effective Date and in connection with the consummation of the
Plan of Reorganization, the Company entered into a $300 million credit agreement
(the "Credit Agreement") with UBS AG, Stamford Branch and Lehman Commercial
Paper Inc. as agents for a syndicate of lenders, which is secured by
substantially all of the assets of the Company and its subsidiaries and is
guaranteed by the Company's subsidiaries. Some of the proceeds of the Credit
Agreement were used to pay off the Company's obligation under its
debtor-in-possession credit agreement (the "DIP Facility"), which had provided
the Company operating liquidity during the Chapter 11 case.
NOTE 3 - Income Taxes
The Company recorded federal and state income tax provisions of $1.7
million during the 16 weeks ended July 24, 1999. The Company recorded no income
tax provision or benefit relating to net operating losses generated during the
16 weeks ended July 18, 1998 as they were offset by a valuation allowance.
-6-
<PAGE>
NOTE 4 - Net Loss Per Share
The net loss per share is computed in accordance with SFAS No. 128,
"Earnings Per Share." This statement requires that entities present, on the face
of the income statement for all periods reflected, basic and diluted per share
amounts. Basic earnings per share is computed using the weighted average number
of common shares outstanding for the period. Diluted earnings per share is
computed using the weighted average number of common shares outstanding for the
period adjusted for dilutive potential common shares. There were 30 million
weighted average shares outstanding for both basic and diluted earnings per
share for the 16 weeks ended July 24, 1999. All potential common shares were
excluded from the computation of the Company's diluted earnings per share
because the effect would have been anti-dilutive. Net loss per share data is not
meaningful for periods prior to August 15, 1998 due to the capital
restructuring.
-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 statements of operations and
other data (all dollars in millions).
<TABLE>
<CAPTION>
Successor Predecessor
Company Company
----------------- ------------------
16 Weeks 16 Weeks
Ended Ended
July 24, July 18,
1999 1998
----------------- ------------------
<S> <C> <C>
Sales $ 687.3 $ 691.9
Gross profit 206.8 205.2
Operating and administrative expenses 173.3 177.2
Depreciation and amortization 16.2 17.8
Amortization of excess reorganization value 40.6 32.1
Unusual items - 4.5
Interest expense, net 12.8 32.5
Income tax provision 1.7 -
Net (loss) before extraordinary item (37.8) (58.9)
Extraordinary item - 1.7
Net (loss) (37.8) (60.6)
Net (loss) applicable to common stock (37.8) (62.9)
Sales percentage (decrease) (0.7)% (2.3)%
Gross profit as a percentage of sales 30.1% 29.7%
Operating and administrative expenses as a percentage of
sales 25.2% 25.6%
</TABLE>
Sales for the 16 weeks ended July 24, 1999 (the "Fiscal 2000 First
Quarter") decreased $4.6 million, or 0.7%, compared to the 16 week period ended
July 18, 1998 (the "Fiscal 1999 First Quarter"). Same store sales including
replacement stores were negatively influenced by the inclusion of the Easter
holiday in the Fiscal 1999 First Quarter. Due to the timing of the Easter
Holiday in calendar 1999, there was no Easter selling period in the Fiscal 2000
First Quarter. Adjusting the Fiscal 1999 First Quarter sales to exclude the
Easter holiday effect, comparable store sales for the Fiscal 2000 First Quarter
increased approximately 0.83%. The Company continues to invest in marketing and
promotional programs to drive sales and compete effectively. The capital
expenditure program has also favorably impacted sales. During the Fiscal 2000
First Quarter, the Company opened four Hot Dot stores and closed two stores.
Gross profit, as a percentage of sales, increased to 30.1% for the
Fiscal 2000 First Quarter from 29.7% for the Fiscal 1999 First Quarter. This
increase is primarily the result of improved allowance and promotional income,
product mix and the marketing programs instituted by the Company.
Operating and administrative expenses, as a percentage of sales,
decreased to 25.2% from 25.6% for the Fiscal 2000 First Quarter as compared to
the Fiscal 1999 First Quarter as the Company continues to aggressively identify
and take action on opportunities that reduce expenses in all areas of the
business without affecting customer service.
Depreciation and amortization decreased in the Fiscal 2000 First
Quarter to $16.2 million compared to $17.8 million in the Fiscal 1999 First
Quarter due primarily to assets which have fully depreciated and the historical
deferral of capital expenditures.
Interest expense for the Fiscal 2000 First Quarter decreased to $12.8
million from $32.5 million compared to the Fiscal 1999 First Quarter. This
decrease primarily reflects the effect of the Company's reduced debt burden.
The Company recorded an income tax provision of $1.7 million during the
Fiscal 2000 First Quarter and no net income tax benefit or provision for the
Fiscal 1999 First Quarter. The tax benefit that related to the potential use of
operating loss carryforwards was fully offset by a valuation allowance during
the Fiscal 1999 First Quarter.
-8-
<PAGE>
Liquidity and Capital Resources
On the Effective Date and in connection with the consummation of the
Plan of Reorganization, the Company entered into the Credit Agreement. The
Credit Agreement is comprised of: (i) a $230 million Term Loan and (ii) a $70
million Revolving Credit Facility. The Term Loan and Revolving Credit Facility
will mature on August 17, 2003. The proceeds of the Credit Agreement were used
to refinance the obligations under the DIP Facility and supplemental term loan
claims under the credit agreement that was in existence before the Chapter 11
case. The excess will be used for working capital and capital expenditures. Up
to $50 million of the Revolving Credit Facility is available for the issuance of
letters of credit. As of July 24, 1999, the Company had no borrowings and an
aggregate of $31.4 million of letters of credit issued and outstanding under the
Revolving Credit Facility.
Cash interest payments totaled approximately $13.2 million for the
Fiscal 2000 First Quarter and are expected to be approximately $48 million for
the fiscal year ending April 1, 2000 ("Fiscal 2000"). Capital expenditures
totaled $14.9 million for the Fiscal 2000 First Quarter and are expected to be
approximately $100 million for Fiscal 2000.
Year 2000 Compliance Disclosure
In May 1998, the Company established a Year 2000 Task Force (the "Task
Force") to address the issues that may occur as a result of the two-digit year
change associated with the new millennium. The Task Force consists of a
chairman, plus three staff members. The Task Force works in conjunction with the
Information Technology Department ("IT"), the Company's Chief Information
Officer, outside information technology and process consultants, outside counsel
and the Company's Executive Committee, which is comprised of all of the
Company's executive officers. The Task Force believes it has identified all
computer-based systems and applications, including embedded systems, used by the
Company in its operations. The Task Force has categorized these systems and
applications according to the end-user department within the Company, based upon
how critical the function is to the Company's operations. The Task Force has
implemented the modifications or replacements necessary to achieve compliance;
conducted tests to verify that the modified systems are operational and
compliant; and once completed, reinstated the compliant systems into the normal
operations of the Company. The systems and applications with the greatest level
of importance to the Company's operations were assessed and modified or replaced
in priority order. Management estimates that virtually all internally developed
systems and applications are currently Year 2000 ("Y2K") compatible. The Company
believes that virtually all critical systems and applications are Y2K compliant.
The Task Force also examined the Company's relationships with certain
key outside vendors and others with whom the Company has significant business
relationships to determine, to the extent practical, the degree of such outside
parties' Y2K compliance. The Task Force distributed Y2K compliance
questionnaires to vendors and suppliers who do business with the Company and has
analyzed the responses. Particular attention has been focused on C&S, which
supplies the majority of inventory for resale to the Company's stores. The Task
Force, senior management, members of IT and outside counsel have met with C&S to
understand their Y2K compliance efforts and continue monitoring their progress.
The Task Force has contracted testing procedures with vendors to determine Y2K
compliance. Management is of the opinion that the Company's continued
relationship with C&S is the only material vendor relationship that could
significantly impact the Company's operations in the event of Y2K noncompliance
and does not believe that any other particular third party's failure to be Y2K
compliant would have a material adverse effect on the Company.
The Task Force has established and implemented a Y2K contingency plan,
which includes possible Y2K events and provides for viable alternatives to
ensure that the Company's core business operations are able to continue in the
event of a Y2K-related business interruption. This plan sets forth alternatives
related to product procurement, system failures, utility outages and
infrastructure. Additionally, secondary processes and procedures have been
developed in the event that these issues arise.
Since the inception of the Task Force through July 24, 1999, the
Company has expended approximately $3.4 million to address Y2K compliance
issues. The Company estimates that it will incur additional expenses of $0.5 -
3.4 million, for a total of approximately $3.9 - 6.8 million, to address and
resolve Y2K compliance issues, which includes the estimated costs of all
modifications, testing and consultants' fees.
Management believes that should the Company or C&S have a Y2K-related
systems failure, the most significant impact would likely be the temporary
inability, with respect to individual stores or a group of stores, to conduct
operations due to a power failure, to distribute inventory in a timely fashion,
to receive certain products from vendors or to electronically process customer
sales at store level. The Company does not anticipate that any such temporary
impact would be material to the Company's liquidity or the Company's results of
operations.
-9-
<PAGE>
Special Note Concerning Forward-Looking Statements
Except for historical information, some matters discussed herein may be
considered "forward-looking statements" within the meaning of federal securities
law. Such forward-looking statements are subject to risks, uncertainties and
other factors that could cause actual results to differ materially from future
results expressed or implied by such forward-looking statements. Potential risks
and uncertainties include, but are not limited to, the competitive environment
in which the Company operates, the ability of the Company to maintain and
improve its gross sales and margins, the liquidity of the Company on a cash flow
basis (including the Company's ability to comply with the financial covenants of
its Credit Agreement and to fund the Company's capital expenditure program), the
Company's ability to complete its capital expenditures on a timely basis, the
success of operating initiatives, the viability of the Company's strategic plan,
Y2K compliance issues, regional weather conditions, and the general economic
conditions in the geographic areas in which the Company operates. For additional
information about the Company and its operating and financial condition, please
see the Company's most recent Annual Report on Form 10-K for the year ended
April 3, 1999, as filed with the Securities and Exchange Commission on July 2,
1999.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
- --------------------------------------------------------------------
Quantitative and Qualitative Disclosures about Market Risk represents the
risk of loss that may impact the consolidated financial position, results of
operations or cash flows of the Company due to adverse changes in financial
rates. The Company is exposed to market risk in the area of interest rates. This
exposure is directly related to its Term Loan and Revolving Credit borrowings
under the Credit Agreement. Based on the present outlook for interest rates, the
Company does not have a material exposure to market risk associated with the
Term Loan and Revolving Credit borrowings.
-10-
<PAGE>
PART II - OTHER INFORMATION
- ---------------------------
Item 4. Submission of Matters to a Vote of Security Holders.
- -------------------------------------------------------------
The Company's Annual Meeting of Stockholders was held on August 19,
1999.
(a) J. Wayne Harris, Jack W. Partridge, Jr., Gary M. Philbin, Martin Bernstein,
Thomas R. Cochill, Joseph Colonnetta, Jacob W. Doft, David M. Green, Joseph
V. Lash, Anthony Petrillo and Scott Tepper were elected directors of the
Company at the meeting.
Votes cast in favor of and withheld from voting with respect to the
election of each nominee for director were as follows:
<TABLE>
<CAPTION>
Director Votes For Votes Withheld
-------- --------- --------------
<S> <C> <C>
J. Wayne Harris 28,297,487 40,295
Jack W. Partridge, Jr. 28,297,487 40,295
Gary M. Philbin 28,297,487 40,295
Martin Bernstein 28,297,487 40,295
Thomas R. Cochill 28,297,487 40,295
Joseph P. Colonnetta 28,297,487 40,295
Jacob W. Doft 28,297,487 40,295
David M. Green 28,297,487 40,295
Joseph V. Lash 28,297,487 40,295
Anthony Petrillo 28,297,487 40,295
Scott Tepper 28,297,487 40,295
</TABLE>
There were no abstentions or broker non-votes with respect to any
of the directors.
(b) The appointment of PricewaterhouseCoopers LLP as independent accountants of
the Company for the fiscal year ending April 1, 2000 was ratified, with
28,299,762 votes in favor, 31,318 votes against and 6,702 votes abstaining.
Item 6. Exhibits and Reports on Form 8-K.
- ------------------------------------------
(a) Exhibits
Exhibit Number
--------------
27.1 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the 16 weeks ended July 24, 1999.
-11-
<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)
/s/ Jeffrey P. Freimark
------------------------
Jeffrey P. Freimark,
Executive Vice President
Chief Financial Officer
Date: September 7, 1999
-12-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated financial statements and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> APR-01-2000
<PERIOD-END> JUL-24-1999
<CASH> 43,610
<SECURITIES> 0
<RECEIVABLES> 39,226
<ALLOWANCES> 0
<INVENTORY> 160,638
<CURRENT-ASSETS> 251,149
<PP&E> 909,469
<DEPRECIATION> 518,044
<TOTAL-ASSETS> 1,042,526
<CURRENT-LIABILITIES> 170,127
<BONDS> 0
0
0
<COMMON> 300
<OTHER-SE> 269,537
<TOTAL-LIABILITY-AND-EQUITY> 1,042,526
<SALES> 687,268
<TOTAL-REVENUES> 687,268
<CGS> 480,484
<TOTAL-COSTS> 480,484
<OTHER-EXPENSES> 230,092
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,801
<INCOME-PRETAX> (36,109)
<INCOME-TAX> 1,671
<INCOME-CONTINUING> (37,780)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (37,780)
<EPS-BASIC> (1.26)
<EPS-DILUTED> 0
</TABLE>
