<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
/X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (Fee Required) For the fiscal year ended December 31,
1994
/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required) For the transition period from
to
---------------- ---------------
Commission File Number 1-542
GROSSMAN'S INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 38-0524830
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
200 Union Street, Braintree, Massachusetts 02184
(Address of principal executive offices) (Zip Code)
(617) 848-0100
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Name of Exchange
Title of Class on Which Registered
<S> <C>
Common Stock, par value $0.01 per share The Nasdaq Stock Market
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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 the 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 nonaffiliates of the
registrant as of March 1, 1995 was $59,621,282.
The number of shares of the registrant's class of Common Stock ($.01 par value)
outstanding on March 1, 1995 was 25,782,176, exclusive of 355,171 shares held
as treasury shares.
Documents Incorporated By Reference
The Company's definitive Proxy Statement for its 1995 Annual Meeting of
Stockholders, to be filed with the Commission not later than 120 days after the
end of the fiscal year covered hereby, is incorporated by reference into Part
III of this Form 10-K to the extent set forth herein.
This amendment files Part IV, Item 14(d) and Exhibit 23.1.
<PAGE> 2
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(d). Separate financial statements of 50% owned unconsolidated foreign
joint venture.
<PAGE> 3
INDEPENDENT AUDIT REPORT
To the shareholders of Construcentro de America, S.A. de C.V.
We have audited the accompanying balance sheets of Construcentro de America,
S.A. de C.V. as of December 31, 1994 and 1993, and the related statements of
profit and loss, changes in stockholders' equity and changes in financial
position for the year ending December 31, 1994, and for the period April 28
through December 31, 1993. These financial statements are the responsiblity 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. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. 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, the financial statements referred to above present fairly, in
all material respects, the financial position of Construcentro de America, S.A.
de C.V. at December 31, 1994 and 1993, and the results of its operations and
its changes in stockholders' equity and financial position for the year ending
December 31, 1994 and for the period April 28 through December 31, 1993, in
accordance with accounting principles generally accepted in Mexico.
Mancera, S.C.
Ernst & Young
/s/ Roberto Rodriguez Castaneda
San Pedro Garza Garcia, N.L.
June 28, 1995
<PAGE> 4
CONSTRUCENTRO DE AMERICA, S.A. DE C.V.
Balance Sheet Statement
(Thousands of new pesos at December 1994 purchasing power)
<TABLE>
<CAPTION>
December 31
----------------------
1994 1993
------- ------
<S> <C> <C>
Current Assets:
Cash and short term
investments (note 2b) $ 1,588 $1,144
Receivables:
Miscellaneous receivables 1,485 113
Value added tax 1,057 82
Other receivables 391 37
------- ------
Total Receivables 2,933 232
------- ------
Inventories (notes 2c & 5) 15,512 -
------- ------
Total Current Assets 20,033 1,376
------- ------
Property and equipment, net 4,189 574
(note 2d &6)
Deferred charges, net 1,261 828
(note 2e) ------- ------
Total Assets $25,483 $2,778
======= ======
</TABLE>
<PAGE> 5
CONSTRUCENTRO DE AMERICA, S.A. DE C.V
Balance Sheet Statement
(Thousands of new pesos at December 1994 purchasing power)
<TABLE>
<CAPTION>
December 31
----------------------
1994 1993
------- --------
<S> <C> <C>
Liabilities and Equity
Current Liabilities:
Accounts payable $ 7,125 $ 98
Bank loans (note 7) 4,446 -
Grossman's Inc. (note 4) 835 380
Other liabilities 1,742 214
------- --------
Total Current Liabilities 14,148 692
Equity
Capital Stock 16,255 15,947
Unpaid Capital - (12,487)
Payments for future
increases of capital stock 417 -
Prior year loss (1,258) -
Current exercise net P&L (6,688) (1,258)
Excess/(deficit) in equity
actualization 2,609 (116)
------- --------
Total Equity 11,335 2,086
------- --------
Total Liablities and Equity $25,483 $ 2,778
======= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
CONSTRUCENTRO DE AMERICA, S.A. DE C.V.
Profit and Loss Statement
(Thousands of new pesos at December 1994 purchasing power)
<TABLE>
<CAPTION>
Year Ended December 31
----------------------
1994 1993
------- -------
<S> <C> <C>
Sales $38,064 $ -
Cost of sales (note 2c) 29,847 -
------- -------
Gross margin 8,217 -
------- -------
Operating expenses 7,582 814
Administrative expenses 4,831 515
------- -------
Total expenses 12,413 1,329
------- -------
Operating loss
Financial costs (note 2a):
Interest expense/(gain), net 548 (71)
Exchange rate loss, net 469 -
Result on monetary position (202) -
------- -------
Total financial costs 815 (71)
------- -------
Loss before income tax, profit
sharing and special entry (5,011) (1,258)
------- -------
Special entry due to effects
of devaluation (note 3b) 1,677 -
Income tax (notes 2g & 9) - -
Profit sharing (notes 2g & 9) - -
------- -------
Net loss $(6,688) $(1,258)
======= =======
</TABLE>
The accompanying notes are an integral part of these finacial statements.
<PAGE> 7
CONSTRUCENTRO DE AMERICA, S.A. DE C.V.
Cash Flow Statement
(Thousands of new pesos at December 1994 purchasing power)
<TABLE>
<CAPTION>
December 31
-------------------------
1994 1993
-------- --------
<S> <C> <C>
Operating Activities:
Net Income (Loss) $ (6,688) $ (1,258)
Less adjustments to
reconcile net income
/(loss) to net cash
provided by
operating activities:
Depreciation 289 15
Amortization 138 4
Cost of fixed asset sale 62 -
-------- --------
(6,199) (1,239)
Elimination of the net result
on non-monetary assets
in inventories 2,725 -
Net cash (used for)
provided by:
Value added tax receivable (975) (82)
Other accounts receivable (1,726) (150)
Inventories (15,512) -
Vendors 7,027 478
Grossman's Inc. 455 -
Other accounts payable and
cumulated expenses 1,528 214
-------- --------
Cash used in the operation (12,677) (779)
-------- --------
Financing Activities:
Capital stock - 56
Stock increase 12,603 15,891
Subscribed stock, not paid - (12,487)
Advances for future
increases of stock 609 -
Bank loans 4,446 -
-------- --------
Net cash provided by
financing activities $ 17,658 $ 3,460
-------- --------
</TABLE>
<PAGE> 8
CONSTRUCENTRO DE AMERICA, S.A. DE C.V.
Cash Flow Statement
(Thousands of new pesos at December 1994 purchasing power)
(continued)
<TABLE>
<CAPTION>
December 31
-------------------------
1994 1993
------- -------
<S> <C> <C>
Investing Activities:
Property, plant and
equipment (3,984) (709)
Deferred charges (553) (828)
------- -------
Net cash used for
investing activites (4,537) (1,537)
------- -------
Net increase in cash
and cash equivalents 444 1,144
Cash and Cash equivalents
at beginning of period 1,144 -
------- -------
Cash and cash equivalents
at end of period $ 1,588 $ 1,144
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 9
CONSTRUCENTRO DE AMERICA, S.A. DE C.V.
Equity Statement
(Thousands of new pesos at December 1994 purchasing power)
<TABLE>
<CAPTION>
CONTRIBUTED CAPITAL
----------------------------------------------------
Common Subscribed Stock Advances for Future
Stock not Paid Increases
------- ---------------- -------------------
<S> <C> <C> <C>
Opening
balance $ 56 $ $
Stock increase
per Assembly
May 5, 1993 15,891 (12,487)
Net result
of monetary asset
Net income/
(loss)
------- -------- -----
Ending balance
at December
31, 1993 15,947 (12,487) -
Reclass of 1993
results
Payments of
subscribed stock 12,487 609
Stock increase
per agreement of
December 16, 1994 308 (192)
Net result
of monetary asset
Net income/
(loss)
------- -------- -----
Ending Balance
at December 31,
1994 $16,255 $ - $ 417
======= ======== =====
</TABLE>
<PAGE> 10
CONSTRUCENTRO DE AMERICA, S.A. DE C.V.
Equity Statement
(Thousands of new pesos at December 1994 purchasing power)
(continued)
<TABLE>
<CAPTION>
EARNED CAPITAL
------------------------------------------
Excess (deficit)
Prior Year Current Year in Actualization
Loss Net P & L of Equity Total
--------- --------- --------------- -----
<S> <C> <C> <C> <C>
Opening
balance $ $ $ $ 56
Stock increase
per Assembly
May 5, 1993 3,404
Net result
of monetary asset (116) (116)
Net income/
(loss) (1,258) (1,258)
------- ------- ------ -------
Ending balance
at December
31, 1993 (1,258) (116) 2,086
Reclass of 1993
results (1,258) 1,258 0
Payments of
subscribed stock 13,096
Stock increase
per agreement of
December 16, 1994 116
Net result
of monetary asset 2,725 2,725
Net income/
(loss) (6,688) (6,688)
------- ------- ------ -------
Ending Balance
at December 31,
1994 $(1,258) $(6,688) $2,609 $11,335
======= ======= ====== =======
</TABLE>
Notes to Financial Statements
<PAGE> 11
(Thousands of New Mexican Pesos
December 1994 Purchasing Power)
1. Company Activities
Construcentro de America, S.A. de C.V. (the "Company") was incorporated on
April 28, 1993. Its main activities are developing and operating cash and
carry stores selling building materials such as plumbing fittings, electrical
items, hardware, doors and windows, masonry and general do-it-yourself
products, and other items related to house building.
Sales operations commenced on May 6, 1994.
2. Significant Accounting Policies
The financial statements have been prepared in New Mexican Pesos (N$), each one
of which is equivalent to one thousand pre-January 1, 1993, pesos.
The financial statements at December 31, 1993, have been restructured to take
account of the effects of inflation at that time, and are only presented here
for the purposes of comparison with the financial statements at December 31,
1994. For this reason the 1993 figures differ from those originally presented.
a) Recognition of the Effects of Inflation.
The Company includes the effects of inflation in the financial information in
accordance with the provisions of the Accounting Principles Commission Bulletin
B-10 (recognition of the effects of inflation in financial information) and its
four amendments.
The provisions contained in the third amendment to Bulletin B-10, which came
into force in 1990, require in general terms that: 1) Amounts given on all
financial statements should be expressed in pesos of purchasing power at the
date of the general balance sheet of the last reported period, and 2) that the
amounts applied to restate shareholders' equity should be distributed
proportionally among the different capital accounts (see Note 8). In
consequence, the attached financial statements at December 31, 1994 and 1993,
and the amounts included in the corresponding notes, are expressed in pesos of
December 31, 1994 purchasing power.
<PAGE> 12
The following concepts were also established:
- - Gain (loss) on monetary position
This represents the result of holding monetary assets and liabilities which
lose purchasing power at their nominal value during inflationary periods. The
gain is calculated by applying factors derived from the National Consumer Price
Index (NCPI) to the average monthly net monetary position.
- - Comprehensive financing income (cost)
The comprehensive financing income (cost) includes interest received (paid),
gain (loss) on monetary position, and exchange gain (loss).
- - Gain (loss) from holding non-monetary assets
This represents the increase or decrease in the replacement value of
non-monetary assets above or below inflation, measured with reference to the
National Consumer Price Index.
b) Cash and temporary investments
Cash and temporary investments consist principally of short-term fixed-return
investments placed with banks and stock brokers, valued at market values.
c) Inventories and cost of sales
The Company records inventories and cost of sales using average replacement
costs. These do no exceed market value.
d) Plant, machinery and equipment.
Investment in plant, machinery and equipment is recorded at original cost.
This cost is then restated in accordance with the National Consumer Price Index
issued by the Bank of Mexico.
Depreciation is calculated by the straight-line method, applying the following
rates:
<TABLE>
<S> <C>
Leasehold improvements 5%
Transportation equipment 20%
Computing equipment 25%
Office equipment 10%
</TABLE>
a) Deferred charges
As described at Note 1, the Company began operations in the 1994 period.
Expenses incurred in the pre-operational period which were to produce a future
benefit on beginning operations have been recorded as pre-operational expenses.
<PAGE> 13
These expenses will be amortized over the ten years following the start of
operations.
Pre-operational expenses are recorded at original costs restated in accordance
with the National Consumer Price Index.
f) Severance payments.
In accordance with Mexican Federal Labor law, the Company is obliged to
compensate employees discharged under certain conditions. It has been the
custom to charge such compensation payments to income in the period in which
they become payable.
g) Income tax and employees' profit sharing
The Company follows the policy of determining provisions for income tax and
employees' profit sharing based on taxable income, allowing for the effect of
non-recurring and significant timing differences, which are deducted or
accumulated for tax purposes in different years from those in which they are
deducted or accumulated for accounting purposes.
h) Foreign currency transactions.
Foreign currency transactions are recorded at the exchange rate existing at the
date of the transaction. Assets and liabilities denominated in foreign
currencies are stated in Mexican currency at the exchange rate existing at the
balance sheet date. Differences arising from fluctuations in the exchange rate
between transaction and settlement date or date of valuation at the end of the
period are charged or credited to the period income.
3. Foreign currency transactions.
At December 31, 1994 and 1993, the Company's financial statements show the
following foreign currency assets and liabilities (thousands of U.S. Dollars):
<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Current assets $ 71 $ -
Current liabilities 1,375 112
------- -----
Net short position $(1,304) $(112)
======= =====
</TABLE>
a) Assets and liabilities denominated in dollars were converted to Mexican
pesos at the exchange rates existing on December 31, 1994 and 1993, that is: N$
4.94 and N$ 3.107, respectively.
<PAGE> 14
b) Due to the devaluation of the Mexican peso in December 1994, and the net
liabilities held at that time by Construcentro de America, S.A. de C.V., the
Company had an exchange loss of approximately N$ 1.677m, which is shown as a
special entry in the period results.
On April 28, 1995, the date of issuance of these financial statements, the
exchange rate was N$ 5.8983, showing a change from the exchange rate at
December 31, 1994.
A summary of foreign currency transactions, excluding machinery and equipment
imports for the period ending December 31, 1994, is given below (thousands of
U.S. Dollars):
Inventory purchases $6,531
4. Transactions with related parties
The Company's transactions with Grossman's Inc. were as follows (thousands of
U.S. Dollars):
<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Technical assistance $148 $124
Administrative services 41 -
---- ----
$189 $124
==== ====
</TABLE>
5. Inventories
This caption comprised the following (thousands of U.S. Dollars):
<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Merchandise inventory $2,262 $ -
Advances to suppliers 324 -
Revaluation in inventory 666 -
------ ------
3,241 -
Less: Estimated shrinkage 101 -
------ ------
$3,140 $ -
====== ======
</TABLE>
<PAGE> 15
6. Plant, machinery and equipment.
At December 31, 1994 and 1993, this category was made up as follows:
(Thousands of U.S. Dollars)
<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Leasehold improvements $327 $ 36
Office equipment 290 10
Fork lift equipment 100 -
Machinery and equipment 91 -
Computing equipment 72 15
Transportation equipment 35 27
Advances for fixed asset
acquisitions - 32
---- ----
915 119
Cumulative depreciation 67 3
---- ----
$848 $116
==== ====
</TABLE>
7. Bank loans
As at December 31, 1994, the Company held the following short-term bank loans:
<TABLE>
<CAPTION>
US$ Exchange N$
Bank Due Date Rate 000's Rate 000's
- ----- -------- ---- --------- -------- --------
<S> <C> <C> <C> <C> <C>
Banco Serfin,
S.A. February 27, 1995 8.5625% $500 4.94 N$ 2,470
Mercantil
Proburea, S.A. April 17, 1995 9.78% 400 4.94 1,976
- --- ---- -------
$900 N$ 4,446
==== =======
</TABLE>
<PAGE> 16
8. Stockholders' equity.
a) Capital stock
At December 31, 1994, shares of capital stock were as follows:
<TABLE>
<CAPTION>
Fixed Variable Total
----- -------- -----
<S> <C> <C> <C>
Series "A" 25,000 7,625,000 7,650,000
Series "B" 25,000 7,625,000 7,650,000
------ ---------- ----------
50,000 15,250,000 15,300,000
</TABLE>
The nominal value of each share is N$ 1.00 (one new peso).
Series "A" shares may only be subscribed by, be acquired by, or be property of
Mexican investors. Series "B" shares may be subscribed, acquired, or property
of Mexican and foreign investors.
b) Restrictions applying to the application of capital
According to current Mexican tax law, should the Company pay dividends when not
declaring a net taxable profit, it shall be liable for income tax at 34 percent
on the dividends paid from retained earnings or other capital reserves.
In accordance with the provisions of Mexican corporation law, 5 percent of the
period profit shall be added to the legal reserve, until such time as the legal
reserve reaches one fifth of the capital stock.
<PAGE> 17
c) Restatement of capital
The purpose of this restatement is to present shareholders' equity and period
profits or losses over a number of years in terms of present-day purchasing
power.
<TABLE>
<CAPTION>
1993
----------------------------------------
Add for
Original value Restatement Total
-------------- ----------- ---------
<S> <C> <C> <C>
Stockholders' equity:
Paid-in capital N$ 15,300 N$ 955 N$ 16,255
Additional paid-in capital 397 20 417
Retained earnings:
Cumulative losses (1,149) (109) (1,258)
Net period loss (6,483) (205) (6,688)
</TABLE>
<TABLE>
<CAPTION>
1994
----------------------------------------
Add for
Original value Restatement Total
-------------- ----------- ---------
<S> <C> <C> <C>
Stockholders' equity:
Paid-in capital N$ 15,300 N$ 647 N$ 15,947
Capital subscribed, not
paid-in (11,911) (576) (12,487)
Retained earnings:
Net period loss (1,149) (109) (1,258)
</TABLE>
9. Taxation
Income tax and employees' profit sharing calculations were made on a basis
which differs from the accounting profit, mainly due to the way the tax
authorities treat the difference between purchases and cost of sales.
No provision was made for income tax or employees' profit sharing, as a pre-tax
loss was recorded.
<PAGE> 18
Asset tax is payable at 2 percent on the net average value of the majority of
assets. The amount payable is that by which the calculated tax exceeds income
tax payable. Any amounts of asset tax paid may be credited to the amount by
which income tax exceeds tax in the ten subsequent fiscal years. However, the
Company was not assessable for asset tax in 1994 as this was the first year of
operations.
At December 31, 1994, the Company showed a fiscal loss:
<TABLE>
<CAPTION>
Historical Last year for
Period Value writing off
------ ---------- -------------
<S> <C> <C>
1993 N$ 1,514 2003
1994 15,370 2004
---------
16,884
=========
</TABLE>
Pre-tax losses may be written off against profits obtained in future years,
according to current tax legislation.
<PAGE> 19
* Exhibits previously filed under cover of Form 10-K
Exhibit
Number
*2(e) Final Decree and Order Closing Cases, dated October
2, 1987, of the United States Bankruptcy Court for
the Southern District of Florida, filed as Exhibit
2(e) to the Company's Form 10-Q for the quarter ended
September 30, 1987, is incorporated herein by
reference.
*2(f) Asset Purchase Agreement between GNW Partners, L.P.
and Grossman's Inc., dated June 28, 1989, without
exhibits, filed as Exhibit 2(f) to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1989 (File 1-542), is incorporated
herein by reference.
*2(g) Asset Purchase Agreement between Harcros Lumber &
Building Supplies Inc. and Grossman's Inc., dated
August 14, 1989, without exhibits, filed as Exhibit
2(a) to the Company's Form 8-K, dated September 12,
1989, is incorporated herein by reference.
*3(a) Restated Certificate of Incorporation of the Company,
as in effect November 19, 1986, filed as Exhibit 3(a)
to the Company's Form 8-K, dated November 19, 1986
(File No. 1-542), is incorporated herein by
reference.
*3(a)-1 Resolutions adopted by the Company's Board of
Directors on December 15, 1987, modifying and
extending restrictions on acquisition of Common Stock
under Article Ninth of Company's Restated
Certificate of Incorporation, filed as Exhibit 3(a)-1
to the Company's Form 8-K, dated December 15, 1987
(File 1-542), is incorporated herein by reference.
*3(a)-2 Notice to Stockholders of modification and extension
of restrictions on acquisition of Common Stock
pursuant to Article Ninth of Company's Restated
Certificate of Incorporation, filed as Exhibit 3(a)-2
to the Company's Form 8-K, dated December 15, 1987
(File 1-542), is incorporated herein by reference.
<PAGE> 20
*3(a)-3 Certificate of Designation Relating to Certain
Restrictions on the Acquisition of Common Stock
pursuant to Article Ninth of the Company's Restated
Certificate of Incorporation, filed as Exhibit 3(1)-2
to the Company's Form 8-K dated November 19, 1986
(File No. 1-542), is incorporated herein by
reference.
*3(a)-4 Resolutions adopted by the Company's Board of
Directors on October 23, 1990 extending restrictions
on acquisition of Common Stock under Article Ninth of
Company's Restated Certificate of Incorporation,
filed as Exhibit 3(a)-4 to the Company's Annual
Report on Form 10-K for the year ended December 31,
1990 (File No. 1-542), is incorporated herein by
reference.
*3(a)-5 Notice to Stockholders of extension of restrictions
on acquisition of Common Stock pursuant to Article
Ninth of the Company's Restated Certificate of
Incorporation, filed as Exhibit 3(a)-5 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1990 (File No. 1-542), is
incorporated herein by reference.
*3(a)-6 Certificate of Designation Relating to Certain
Restrictions on the Acquisition of Common Stock
pursuant to Article Ninth of the Company's Restated
Certificate of Incorporation, filed as Exhibit 3(a)-6
to the Company's Annual Report on Form 10-K for the
year ended December 31, 1990 (File No. 1-542), is
incorporated herein by reference.
*3(a)-7 Notice to Stockholders of extension of restrictions
on acquisition of Common Stock pursuant to Article
Ninth of the Company's Restated Certificate of
Incorporation, is incorporated herein by reference.
*3(a)-8 Certificate of Designation Relating to Certain
Restrictions on the Acquisition of Common Stock
pursuant to Article Ninth of the Company's Restated
Certificate of Incorporation, is incorporated herein
by reference.
<PAGE> 21
*3(b) By-Laws of the Company, as in effect November 19,
1986, filed as Exhibit 3(b) to the Company's Form
8-K, dated November 19, 1986 (File No. 1-542), is
incorporated herein by reference.
*3(b)-1 Copy of the amendments to the Grossman's Inc. By-Laws
as adopted by the Board of Directors of Grossman's
Inc. on December 15, 1987, filed as Exhibit 3(b)-1 to
the Company's Form 8-K, dated December 15, 1987 (File
1-542), is incorporated herein by reference.
*4(c) Indenture, dated January 1, 1986, from the Company to
United States Trust Company of New York, as Trustee,
with respect to the Company's 14% Debentures due
1996, filed as Exhibit 4(c) to the Company's Form
8-K, dated November 19, 1986 (File No. 1-542), is
incorporated herein by reference.
*4(c)-1 First Supplemental Indenture, dated January 1, 1987,
to Indenture, dated January 1, 1986 (Exhibit 4(c)
above), for the Company's 14% Debentures due 1996,
filed as Exhibit 4(h) to the Company's Registration
Statement on Form S-1, No. 33-15107, is incorporated
herein by reference.
*4(c)-2 Second Supplemental Indenture, dated March 15, 1987,
to Indenture, dated January 1, 1986, for the
Company's 14% Debentures due 1996 (Exhibit 4(c)
above), filed as Exhibit 4(j) to the Company's
Registration Statement on Form S-1, No. 33-15107, is
incorporated herein by reference.
*4(c)-3 Third Supplemental Indenture, dated June 15, 1987, to
Indenture, dated January 1, 1986, for the Company's
14% Debentures due 1996 (Exhibit 4(c) above), filed
as Exhibit 4(c)-3 to the Company's Form 8-K, dated
July 15, 1988 (File No. 1-542), is incorporated
herein by reference.
*4(c)-4 Fourth Supplemental Indenture, dated June 15, 1987,
to Indenture, dated January 1, 1986, for the
Company's 14% Debentures due 1996 (Exhibit 4(c)
above), filed as Exhibit 4(c)-4 to the Company's Form
8-K, dated July 15, 1988 (File No. 1-542), is
incorporated herein by reference.
<PAGE> 22
*4(c)-5 Form of Waiver dated December 21, 1988 of certain
provisions of Section 5.11 to the Indenture, dated
January 1, 1986, for the Company's 14% Debentures due
1996 (Exhibit 4(c) above), filed as Exhibit 4(c)-5 to
the Company's Form 8-K, dated December 13, 1988, is
incorporated herein by reference.
*4(c)-6 Fifth Supplemental Indenture, dated September 30,
1989, to Indenture, dated January 1, 1986, for the
Company's 14% Debentures due 1996 (Exhibit 4(c)
above), filed as Exhibit 4(c)-6 to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1989 (File No. 1-542), is incorporated
herein by reference.
*4(c)-7 Sixth Supplemental Indenture, dated March 1, 1990, to
Indenture, dated January 1, 1986, for the Company's
14% Debentures due 1996 (Exhibit 4(c) above), filed
as Exhibit 4(c)-7 to the Company's Form 10-Q for the
quarter ended June 30, 1990, is incorporated herein
by reference.
*4(c)-8 Seventh Supplemental Indenture, dated May 17, 1991,
to Indenture, dated January 1, 1986, for the
Company's 14% Debentures due 1996 (Exhibit 4(c)
above), filed as Exhibit 4(c)-8 to the Company's Form
10-K for the year ended December 31, 1991 (File No.
1-542), is incorporated herein by reference.
*4(e)-1 Amended and Restated Registration Rights and Transfer
Restriction Agreement, dated April 30, 1987, among
the Company; the Common Holders, Debt Holders,
Offering Committee and Custodian named therein; and
Herzog, Heine Geduld Inc., filed as Exhibit 4(e)-1 to
the Company's Registration Statement on Form S-1, No.
33-15107, is incorporated herein by reference.
*4(m) Term Loan and Security Agreement without Exhibits and
Installment Note, dated October 15, 1991, between
Grossman's Inc. and Sanwa Business Credit
Corporation, filed as Exhibit 4(m) to the Company's
Form 10-Q for the quarter ended September 30, 1991,
is incorporated herein by reference.
*4(n) First Amendment, dated December 14, 1993, to Term
Loan and Security Agreement between Grossman's Inc.
and Sanwa Business Credit Corporation, dated October
15, 1991, is incorporated herein by reference.
<PAGE> 23
*4(n)-1 Second Amendment, dated October 30, 1994, to Term
Loan and Security Agreement between Grossman's Inc.
and Sanwa Business Credit Corporation, dated October
15, 1991, filed as Exhibit 4(n)-1 to the Company's
Form 10-Q for the quarter ended September 30, 1994
(File No. 1-542), is incorporated herein by
reference.
*4(n)-2 Third Amendment, dated January 31, 1995, to Term Loan
and Security Agreement between Grossman's Inc. and
Sanwa Business Credit Corporation, dated October 15,
1991 (without exhibit), filed herewith.
*4(o) Loan and Security Agreement between Grossman's Inc.
and BankAmerica Business Credit, Inc. dated December
15, 1993 (without exhibits), filed as Exhibit 4(o) to
the Company's Form 10-K for the year ended December
31, 1993 (File No. 1-542), is incorporated herein by
reference.
*4(o)-1 Waiver and Second Amendment, dated as of July 11,
1994, to the Loan and Security Agreement between
Grossman's Inc. and BankAmerica Business Credit,
Inc., dated December 15, 1993, filed herewith.
*10(iii)(g)-2 Separation Agreement, dated November 28, 1994,
between Grossman's Inc. and Thomas R. Schwarz, filed
herewith.
*10(iii)(h)-2 Employment Agreement, dated December 1, 1994 between
Grossman's Inc and Sydney L. Katz, filed herewith.
*10(iii)(k) Amended and Restated Employment Agreement, dated July
1, 1991, between Grossman's Inc. and Robert L.
Flowers, filed as Exhibit 10(iii)(k) to the Company's
Annual Report on Form 10-K for year ended December
31, 1991 (File No. 1-542), is incorporated herein by
reference.
*10(iii)(k)-1 Amendment No. 1, dated September 26, 1994, to Amended
and Restated Employment Agreement dated as of July 1,
1991, between Grossman's Inc. and Robert L. Flowers,
filed as Exhibit 10(iii)(k)-1 to the Company Form
10-Q for the quarter ended September 30, 1994 (File
No. 1-542), is incorporated herein by reference.
<PAGE> 24
*10(iii)(l) Amended and Restated Employment Agreement, dated July
1, 1991, between Grossman's Inc. and Richard E. Kent,
filed as Exhibit 10(iii)(l) to the Company's Annual
Report on Form 10-K for the year ended December 31,
1993 (File No. 1-542), is incorporated herein by
reference.
*10(iii)(l)-1 Amendment No. 1, dated September 26, 1994, to Amended
and Restated Employment Agreement dated as of July 1,
1991, between Grossman's Inc. and Richard E. Kent,
filed as Exhibit 10(iii)(l)-1 to the Company's Form
10-Q for the quarter ended September 30, 1994 (File
No. 1-542), is incorporated herein by reference.
*10(iii)(m)-1 Severance Agreement, dated August 22, 1994, between
Grossman's Inc. and Alan T. Kane, filed herewith.
*10(iii)(n) Employment Agreement, dated June 8, 1992, between
Grossman's Inc. and David Krawczyk, filed herewith.
*10(iii)(n)-1 Amendment No. 1, dated September 26, 1994, to
Employment Agreement dated as of June 8, 1992,
between Grossman's Inc. and David Krawczyk, filed
herewith.
*10(iii)(o) Employment Agreement, dated November 23, 1994,
between Grossman's Inc. and Robert K. Swanson, filed
herewith.
*10(b) Restated and Amended Grossman's Inc./Evans Asset
Holding Company General Pension Plan, filed as
Exhibit 10(b) to the Company's Annual Report on Form
10-K for the year ended December 31, 1986 (File No.
1-542), is incorporated herein by reference.
*10(c) Agreement Re General Pension Plan, dated November 18,
1986, among Evans Products Company, Grossman's Inc.,
Evans Financial Corp., Evans Transportation Company
and Evans Asset Holding Company, filed as Exhibit
10(c) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1986 (File No. 1-542), is
incorporated herein by reference.
<PAGE> 25
*10(c)-1 Agreement Re Spin-off of General Pension Plan, dated
January 1, 1987, among the Company, Evans Asset
Holding Company, Evans Financial Corp. and Evans
Transportation Company, filed as Exhibit 10(c)-1 to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1987 (File No. 1-542), is
incorporated herein by reference.
*10(c)-2 Letter, dated December 30, 1987, documenting certain
understandings reached among the Company, Grossman's
Inc. Retirement Plan, Evans Asset Holding Company and
Evans Asset Holding Company/Grossman's Inc. General
Pension Plan, regarding the proper interpretation of
the Agreement Re Spin-off of General Pension Plan
(Exhibit 10(c)-1 above), filed as Exhibit 10(c)-2 to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1987 (File No. 1-542), is
incorporated herein by reference.
*10(c)-8 Grossman's Inc. Restated Retirement Plan, dated
February 15, 1995, filed herewith.
*10(d) Claim Allocation Agreement, dated November 19, 1986,
by and between Evans Asset Holding Company, EFC
Mortgage Trust and Grossman's Inc., filed as Exhibit
10(d) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1986 (File No. 1-542), is
incorporated herein by reference.
*10(e) EPC Asset Transfer Agreement, dated November 19,
1986, among Evans Products Company, Evans Asset
Holding Company, EPC Properties Company, Minneapolis
Electric Steel Castings Company, Racine Steel
Castings Company, RSC Properties Company, Duluth
Steel Castings Company, Aberdeen Forest Products
Company and Evans Engineered Products Company, filed
as Exhibit 10(e) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1986 (File
No. 1-542), is incorporated herein by reference.
*10(f) EFC Asset Transfer Agreement, dated November 19,
1986, among Evans Financial Corp. and EFC Mortgage
Trust, filed as Exhibit 10(f) to the Company's Annual
Report on Form 10-K for the year ended December 31,
1986 (File No. 1-542), is incorporated herein by
reference.
<PAGE> 26
*10(g) Assumption Agreement, dated November 19, 1986, among
Evans Asset Holding Company, EFC Mortgage Trust,
Evans Products Company, Evans Financial Corp. and
Bank of America National Trust and Savings
Association, as agent, filed as Exhibit 10(g) to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1986 (File No. 1-542), is
incorporated herein by reference.
*10(h) Grossman's Inc. 1986 Nonqualified Stock Option Plan,
filed as Exhibit A to the Company's Proxy Statement
for the 1987 Annual Meeting of Stockholders, dated
September 28, 1987, is incorporated herein by
reference.
*10(h)-1 Amendment, dated December 11, 1990, to 1986
Nonqualified Stock Option Plan, filed as Exhibit
10(h)-1 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1990 (File No.
1-542), is incorporated herein by reference.
*10(h)-2 Amendment, dated January 28, 1992, to 1986
Nonqualified Stock Option Plan, filed as Exhibit
10(h)-2 to the Company's Form 10-Q for the quarter
ended March 31, 1992 (File No. 1-542), is
incorporated herein by reference.
*10(i)-3 Grossman's Inc. Restated Executive Severance Plan,
dated December 14, 1994, filed herewith.
*10(m)-1 Grossman's Inc. Supplemental Executive Retirement
Plan, dated January 1, 1992, filed as Exhibit 10(m)-1
to the Company's Annual Report on Form 10-K for the
year ended December 31, 1991 (File No. 1-542), is
incorporated herein by reference.
*10(n)-5 Grossman's Inc. Restated Savings and Profit Sharing
Plan, dated February 15, 1995, filed herewith.
*10(o) Grossman's Inc. 1993 Key Employee Stock Option Plan,
dated April 27, 1993, filed as Exhibit 10(o) to the
Company's Form 10-K for the year ended December 31,
1993 (File No. 1-542) is incorporated herein by
reference.
*11(a) Statement re computation of earnings per share, filed
herewith.
<PAGE> 27
*22 Subsidiaries of the Company, filed as Exhibit 22 to
the Company's Annual Report on Form 10-Q for the
quarter ended September 30, 1991 (File No. 1-542), is
incorporated herein by reference.
*23 Consent of Ernst & Young LLP, Independent Auditors,
filed herewith.
23.1 Consent of Ernst & Young LLP, Independent Auditors,
filed herewith.
<PAGE> 28
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.
Grossman's Inc.
---------------------
Company
Date: June 29, 1995 /s/ Steven L. Shapiro
---------------------
Steven L. Shapiro
Controller
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statements (Forms S-8) pertaining to stock option plans of Grossman's
Inc. of our report dated April 28, 1995 with respect to the financial
statements of Construcentro de America, S.A. de C.V. included in the
Annual Report (Form 10-K) of Grossman's Inc. for the year ended
December 31, 1994.
Ernst & Young LLP
Boston, Massachusetts
June 29, 1995
