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, 1995
[ ] 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.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 38-0524830
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
45 Dan Road, Canton, Massachusetts 02021
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(Address of principal executive offices) (Zip Code)
(617) 830-4000
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Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Name of Exchange
Title of Class on Which Registered
--------------------------------------- ---------------------------
Common Stock, par value $0.01 per share The Nasdaq Stock Market
Securities registered pursuant to Section 12(g) of the Act:
None
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(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 27, 1996 was $46,471,919.
The number of shares of the registrant's class of Common Stock ($.01 par
value) outstanding on March 27, 1996 was 26,089,498, exclusive of 42,849
shares held as treasury shares.
Documents Incorporated By Reference
The Company's definitive Proxy Statement for its 1996 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>
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> 2
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, 1995 and 1994, and the related
statements of profit and loss, changes in stockholders' equity and changes
in financial position for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
Our examinations were conducted in accordance with generally accepted
auditing standards in the United States. These standards require that we
plan and perform our audit in such a way as to obtain reasonable assurance
that the financial statements are free from material misstatement and are
prepared in accordance with generally accepted accounting principles. Our
audit consisted of an examination, on a test basis, of the evidence to
support the amounts and disclosure in the financial statements. In
addition, it included assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statements 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, 1995 and 1994, the result of its
operations, the changes in its stockholders' equity and the changes in its
financial position for the years then ended in conformity with accounting
principles generally accepted in Mexico.
MANCERA, S.C.
Ernst & Young
/s/ Roberto Rodriguez Castaneda
San Pedro Garza Garcia, N.L.
May 17, 1996
<PAGE> 3
<TABLE>
CONSTRUCENTRO DE AMERICA, S.A. DE C.V.
Balance Sheet Statement
(Thousands of pesos at December 1995 purchasing power)
<CAPTION>
December 31,
-------------------
1995 1994
------- -------
<S> <C> <C>
Assets
Current Assets:
Cash and short term investments (note 2b) $ 2,208 $ 2,414
Receivables:
Miscellaneous receivables 169 2,257
Value added tax 790 1,606
Other receivables 815 594
-------- --------
Total receivables 1,774 4,457
Inventories (notes 2c & 5) 9,845 21,866
-------- --------
Total current assets 13,827 28,737
Property and equipment, net (note 2d & 6) 6,423 6,366
Deferred charges, net (note 2e) 1,760 1,915
-------- --------
Total Assets $22,010 $37,018
======== ========
Liabilities and Equity
Current liabilities:
Accounts payable $ 9,116 $10,827
Bank loans (note 7) 2,662 6,756
Grossman's Inc. (note 4) 2,638 1,274
Other liabilities 779 2,642
-------- --------
Total current liabilities 15,195 21,499
-------- --------
Payroll related liabilities 8 -
-------- --------
Total liabilities 15,203 21,499
-------- --------
Equity (note 8a, b, c)
Capital Stock 24,701 24,701
Subscribed stock, not paid - -
Advances for future increases of stock 5,435 634
Prior year losses (12,076) (1,912)
Current year net P&L (9,357) (10,164)
Excess/(deficit) in equity actualization (1,896) 2,260
-------- --------
Total equity 6,807 15,519
-------- --------
Total Liabilities and Equity $22,010 $37,018
======== ========
</TABLE>
<PAGE> 4
<TABLE>
CONSTRUCENTRO DE AMERICA, S.A. DE C.V.
Profit and Loss Statement
(Thousands of pesos at December 1995 purchasing power)
<CAPTION>
Year Ended December 31
------------------------
1995 1994
-------- ---------
<S> <C> <C>
Sales $62,595 $ 57,842
Cost of sales (note 2c) 53,098 45,355
-------- ---------
Gross margin 9,497 12,487
-------- ---------
Operating expenses 11,946 11,523
Administrative expenses 6,714 7,341
-------- ---------
Total expenses 18,660 18,864
-------- ---------
Operating loss (9,163) (6,377)
Financial costs (note 2a):
Interest expense/(gain), net 1,097 833
Exchange rate loss, net 3,692 712
Result on monetary position (4,595) (307)
-------- ---------
Total financial costs 194 1,238
-------- ---------
Loss before income tax, profit
sharing and special entry (9,357) (7,615)
-------- ---------
Special entry due to effects of
devaluation (note 3b) - (2,549)
Income tax (notes 2g & 9) - -
Profit sharing (notes 2g & 9) - -
-------- ---------
Net loss $(9,357) $(10,164)
======== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 5
<TABLE>
CONSTRUCENTRO DE AMERICA, S.A. DE C.V.
Cash Flow Statement
(Thousands of pesos at December 1995 purchasing power)
<CAPTION>
December 31,
------------------------
1995 1994
-------- ---------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $(9,357) $(10,164)
Less adjustments to reconcile net
income/(loss) to net cash provided
operating activities:
Depreciation 544 439
Amortization 153 210
Cost of fixed asset sale 128 93
-------- ---------
(8,532) (9,422)
Elimination of the net result on
non-monetary assets in inventories (4,156) 2,436
NET CASH (USED FOR)/PROVIDED BY:
Value added tax receivable 816 (1,482)
Miscellaneous receivables 2,088 -
Other accounts receivable (221) (2,623)
Inventories 12,021 (21,866)
Vendors (1,711) 10,678
Grossman's Inc. 1,364 691
Other accounts payable and
accumulated expenses (1,851) 2,322
-------- ---------
NET CASH USED BY OPERATIONS (182) (19,266)
-------- ---------
FINANCING ACTIVITIES:
Capital stock (opening) - 19,151
Stock increase - -
Subscribed stock, not paid - -
Advances for future increases of stock 4,801 926
Bank loans (4,094) 6,756
-------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 707 26,833
-------- ---------
INVESTING ACTIVITIES:
Property, plant and equipment (729) (6,053)
Deferred charges (2) (840)
-------- ---------
NET CASH USED FOR INVESTING ACTIVITIES (731) (6,893)
-------- ---------
Net increase in cash and cash equivalents (206) 674
Cash and cash equivalents at beginning of period 2,414 1,740
-------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,208 $ 2,414
======== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
<TABLE>
CONSTRUCENTRO DE AMERICA, S.A. DE C.V.
Equity Statement
(Thousands of pesos at December 1995 purchasing power)
<CAPTION>
CONTRIBUTED CAPITAL
---------------------------------------------------
Capital Subscribed Stock Advances for Future
Stock not Paid Increases of Stock
------- ---------------- -------------------
<S> <C> <C> <C>
Balance at December 31,
1993 $24,233 $(18,975) $ -
Reclass of 1993 results - - -
Payments of subscribed
stock - 18,975 926
Stock increase per
agreement of December
December 16, 1994 468 - (292)
Net result on
non-monetary assets - - -
Net income (loss) - - -
------- --------- -------
Ending balance at
December 31, 1994 24,701 - 634
Reclass of 1994 results - - -
Advance for future
increases of stock - - 4,801
Net result on
non-monetary assets - - -
Net income (loss) - - -
------- --------- ------
Ending balance at
December 31, 1995 $24,701 $ - $5,435
======= ========= ======
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 7
<TABLE>
CONSTRUCENTRO DE AMERICA, S.A. DE C.V.
Equity Statement
(Thousands of new pesos at December 1995 purchasing power)
<CAPTION>
EARNED CAPITAL
---------------------------------------------------
Excess (deficit)
Prior Year Current Year in equity
Losses net P&L actualization
---------- ------------ -------------------
<S> <C> <C> <C>
Balance at December 31, $ - $ (1,912) $ (176)
1993
Reclass of 1993 results (1,912) 1,912 -
Payments of subscribed
stock - - -
Stock increase per
agreement of
December 16, 1994 - - -
Net result on
non-monetary assets - - 2,436
Net income (loss) - (10,164) -
--------- --------- --------
Ending balance at
December 31, 1994 (1,912) (10,164) 2,260
Reclass of 1994 results (10,164) 10,164 -
Advance for future
increases of stock - - -
Net result on
non-monetary assets - - (4,156)
Net income (loss) - (9,357) -
--------- --------- --------
Ending balance at
December 31, 1995 $(12,076) $ (9,357) $(1,896)
========= ========= ========
</TABLE>
The accompany notes are an integral part of these financial statements.
<PAGE> 8
Construcentro de America, S.A. de C.V.
Notes to Financial Statements
(Thousands of Mexican Pesos at
December 1995 Purchasing Power)
1. Company Activities
Construcentro de America, S.A. de C.V., 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 home building.
Sales operations commenced on May 6, 1994.
2. Significant Accounting Policies
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 reporting)
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, 1995 and 1994,
and the amounts included in the corresponding notes, are expressed in pesos of
December 31, 1995 purchasing power.
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, measure with reference to the NCPI.
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.
<PAGE> 9
c. Inventories and cost of sales
Up until December 31, 1994, inventories and cost of sales were revalued using
the specific cost method. From 1995 on, factors from the NCPI were used. The
effect of this change was not calculated, but is estimated to be
insignificant. The inventory values so determined do not exceed market
values.
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 NCPI issued by the Bank of
Mexico.
Depreciation is calculated by the straight-line method, applying the following
rates:
Leasehold improvements 5%
Transportation equipment 20%
Computing equipment 30%
Office equipment 10%
Machinery and Equipment 10%
e. 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. 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 NCPI.
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 transaction 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.
<PAGE> 10
3. Foreign currency transactions and balances.
<TABLE>
<CAPTION>
At December 31, 1995 and 1994, the Company's financial statements show the
following foreign currency assets and liabilities (thousands of U.S. dollars):
1995 1994
------ ------
<S> <C> <C>
Current assets $ 665 $2,238
Current liabilities 881 1,375
------ -------
Net short position $(216) $ 863
====== =======
</TABLE>
a. Assets and liabilities denominated in dollars were converted to Mexican
pesos at the exchange rates existing on December 31, 1995 and 1994, that
is: N$7.68 and N$4.94, respectively.
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 $2,549 (thousand) which
is shown as a special entry in the period results.
On May 17, 1996, the date of issuance of these financial statements, the
exchange rate was N$7.4179, showing a change from the exchange rate at
December 31, 1995.
<TABLE>
<CAPTION>
A summary of foreign currency transactions, excluding machinery and equipment
imports for the periods ending December 31, 1995 and 1994, is given below
(thousands of U.S. dollars):
1995 1994
------ ------
<S> <C> <C>
Inventory purchases $1,410 $6,531
</TABLE>
4. Transactions with related parties
<TABLE>
<CAPTION>
The Company's transactions with Grossman's, Inc. were as follows:
1995 1994
---- ----
<S> <C> <C>
Technical assistance $ 26 $669
Administrative services $578 $389
</TABLE>
5. Inventories
<TABLE>
<CAPTION>
This caption comprised the following:
1995 1994
------- -------
<S> <C> <C>
Merchandise inventory $ 8,930 $16,903
Advances to suppliers 1,032 2,430
Revaluation of inventory 205 3,284
------- -------
10,167 22,617
Less: Estimated shrinkage 322 751
------- -------
$ 9,845 $21,866
======= =======
</TABLE>
<PAGE> 11
6. Plant, machinery and equipment
<TABLE>
<CAPTION>
At December 31, 1995 and 1994, this category was made up as follows:
1995 1994
------ ------
<S> <C> <C>
Leasehold improvements $2,675 $2,457
Office equipment 2,199 2,179
Fork lift equipment 753 754
Machinery and equipment 940 681
Computing equipment 734 541
Transportation equipment 139 260
------ ------
Subtotal 7,440 6,872
Cumulative depreciation 1,017 508
------ ------
$6,423 $6,366
====== ======
</TABLE>
7. Bank loans
<TABLE>
As at December 31, 1995, the Company held the following short-term bank loans:
<CAPTION>
Exchange
Bank Due Date Rate US $ 000's Rate MP $ 000's
- ------------------------ -------- ------ ---------- -------- ----------
<S> <C> <C> <C> <C> <C>
Banco Serfin, S.A. 03/19/96 12.50% $140 7.6842 $1,097
Mercantil Probursa, S.A. 04/01/96 12.50% 206 7.6842 1,583
---- ------
$346 $2,662
==== ======
8. Stockholders' equity
a. Capital stock
At December 31, 1994, shares of capital stock were as follows:
Fixed Variable Total
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
====== ========== ==========
The nominal value of each share is MP $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 by, acquired by, or property of Mexican
and foreign investors.
<PAGE> 12
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, or on the effects resulting from reductions in capital.
In accordance with the provision 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.
c. Restatement of capital
</TABLE>
<TABLE>
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. As at December 31, 1995 and 1994, the capital is made up as follows:
<CAPTION>
1995
------------------------------------
Original Add for
Value Restatement Total
-------- ----------- --------
<S> <C> <C> <C>
Stockholders' equity
Paid-in-capital $15,300 $ 9,401 $ 24,701
Capital subscribed, not paid-in 4,346 1,089 5,435
Retained earnings:
Cumulative losses (7,632) (4,444) (12,076)
Net period loss (8,422) (935) (9,357)
</TABLE>
<TABLE>
<CAPTION>
1994
------------------------------------
Original Add for
Value Restatement Total
-------- ----------- --------
<S> <C> <C> <C>
Stockholders' equity
Paid-in-capital $15,300 $ 9,401 $ 24,701
Capital subscribed, not paid-in 397 237 634
Retained earnings:
Cumulative losses (1,149) (763) (1,912)
Net period loss (6,483) (3,681) (10,164)
</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, and the
effects of inflation in determining the taxable profit.
No provision was made for income tax or employees' profit sharing, as a pre-
tax loss was recorded.
Asset tax is payable at 1.8 percent on the net average value of the majority
of assets less certain liabilities. This rate applies as from 1995. The
amount payable is that by which the calculated tax exceeds income tax payable
in the period. Should asset tax be calculated to be payable for the fiscal
year, any amounts by which income tax exceeded calculated asset tax for the
three previous fiscal years may be credited to the amount payable.
<PAGE> 13
Additionally, any amounts of asset tax paid which exceed income tax may be
refunded upon application, or may be credited to income tax payable, after
adjustment for inflation, up to the amount by which income tax exceeds asset
tax in any of the ten subsequent fiscal years. However, the Company was not
liable for asset tax in 1995 as it was still deemed to be in the first years
of operations.
<TABLE>
At December 31, 1995, the Company showed a fiscal loss:
<CAPTION>
Period Historical value Last year for writing off
------ ---------------- -------------------------
<S> <C> <C>
1993 $ 1,514 2003
1994 15,370 2004
1995 18,989 2005
-------
$35,873
=======
</TABLE>
Pre-tax losses may be written off against profits obtained in future years,
according to current tax legislation.
<PAGE> 14
* 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.
*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.
<PAGE> 15
*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.
*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.
<PAGE> 16
*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.
*4(c)-5 Form of Waiver dated December 21, 1988 of certain provisions
of Section 5.11 to 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(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 as Exhibit 4(o)-1 to the Company's Form 10-K for the
year ended December 31, 1994 (File No. 1-542), is
incorporated herein by reference.
<PAGE> 17
*4(o)-2 Third Amendment, dated as of March 15, 1995, to the Loan and
Security Agreement between Grossman's Inc. and BankAmerica
Business Credit, Inc., dated December 15, 1993, filed as
Exhibit 4(o)-2 to the Company's Form 10-Q for the quarter
ended September 30, 1995 (File No. 1-542), is incorporated
herein by reference.
*4(o)-3 Fourth Amendment, dated as of July 27, 1995, to the Loan and
Security Agreement between Grossman's Inc. and BankAmerica
Business Credit, Inc., dated December 15, 1993, filed as
Exhibit 4(o)-3 to the Company's Form 10-Q for the quarter
ended September 30, 1995 (File No. 1-542), is incorporated
herein by reference.
*4(o)-4 Fifth Amendment, dated as of October 26, 1995, to the Loan
and Security Agreement between Grossman's Inc. and
BankAmerica Business Credit, Inc., dated December 15, 1993,
filed as Exhibit 4(o)-4 to the Company's Form 10-Q for the
quarter ended September 30, 1995 (File No. 1-542), is
incorporated herein by reference.
*4(o)-5 Sixth Amendment, dated as of November 29, 1995, to the Loan
and Security Agreement between Grossman's Inc. and
BankAmerica Business Credit, Inc., dated December 15, 1993,
filed as Exhibit 4(o)-5 to the Company's Form 8-K, dated
January 12, 1996, (File No. 1-542), is incorporated herein
by reference.
*4(o)-6 Seventh Amendment, dated as of December 29, 1995, to the
Loan and Security Agreement between Grossman's Inc. and
BankAmerica Business Credit, Inc., dated December 15, 1993,
filed as Exhibit 4(o)-6 to the Company's Form 8-K, dated
January 12, 1996, (File No. 1-542), is incorporated herein
by reference.
*10(iii)(h)-2 Employment Agreement, dated December 1, 1994 between
Grossman's Inc and Sydney L. Katz, filed as Exhibit
10(iii)(h)-2 to the Company's Form 10-K for the year ended
December 31, 1994 (File No. 1-542), is incorporated herein
by reference.
*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> 18
*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)(n) Employment Agreement, dated June 8, 1992, between Grossman's
Inc. and David Krawczyk, filed as Exhibit 10(iii)(n) to the
Company's Form 10-K for the year ended December 31, 1994
(File No. 1-542), is incorporated herein by reference.
*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 as Exhibit 10(iii)(n)-1 to the
Company's Form 10-K for the year ended December 31, 1994
(File No. 1-542), is incorporated herein by reference.
*10(iii)(o) Employment Agreement, dated November 23, 1994, between
Grossman's Inc. and Robert K. Swanson, filed as Exhibit
10(iii)(o) to the Company's Form 10-K for the year ended
December 31, 1994 (File No. 1-542), is incorporated herein
by reference.
*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.
*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.
<PAGE> 19
*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 as Exhibit 10(c)-8 to the Company's Form 10-K
for the year ended December 31, 1994 (File No. 1-542), is
incorporated herein by reference.
*10(c)-9 Grossman's Inc. ERISA Excess Plan, as amended and restated,
effective October 26, 1995, filed herewith.
*10(c)-10 Grossman's Inc. Supplemental ERISA Excess Plan, effective
January 1, 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.
*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.
<PAGE> 20
*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(h)-3 Amendment, dated July 29, 1992, to 1986 Nonqualified Stock
Option Plan and certain Stock Option Agreements outstanding
thereunder, filed herewith.
*10(i)-3 Grossman's Inc. Restated Executive Severance Plan, dated
December 14, 1994, filed as Exhibit 10(i)-3 to the Company's
Form 10-K for the year ended December 31, 1994 (File No.
1-542), is incorporated herein by reference.
*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 as Exhibit 10(n)-5 to the
Company's Form 10-K for the year ended December 31, 1994
(File No. 1-542), is incorporated herein by reference.
*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.
*10(p) Grossman's Inc. 1995 Directors' Stock and Option Plan, filed
as Exhibit 10(p) to the Company's Form 10-Q for the quarter
ended June 30, 1995 (File No. 1-542), is incorporated herein
by reference.
*10(q) Grossman's Inc. 1995 Restricted Stock Plan, filed as Exhibit
10(q) to the Company's Form 10-Q for the quarter ended June
30, 1995 (File No. 1-542), is incorporated herein by
reference.
*10(r) Agreement for Purchase of Real Estate by and Between
Grossman's Inc. and buyer, dated May 14, 1993, First
Amendment to Agreement for Purchase of Real Estate, dated
September 2, 1993, Second Amendment to Agreement for
Purchase of Real Estate, dated September 29, 1993, Third
Amendment to Agreement for Purchase of Real Estate, dated
June 20, 1995 and Fourth Amendment for Purchase of Real
Estate, dated June 22, 1995, filed as Exhibit 10(r) to the
Company's Form 8-K, filed June 23, 1995 (File No. 1-542), is
incorporated herein by reference.
<PAGE> 21
*11(a) Statement re computation of earnings per share, filed
herewith.
*22 Subsidiaries of the Company, filed as Exhibit 22 to the
Company's Annual Report on Form 10-K (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> 22
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 27, 1996 By /s/ Steven L. Shapiro
---------------------
Steven L. Shapiro
Vice President - Controller
(Principal Accounting Officer)
<PAGE> 23
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 May 17, 1996 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, 1995.
ERNST & YOUNG LLP
Boston, Massachusetts
June 27, 1996
