<PAGE> UNITED STATES
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 October 19, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from N/A
Commission File No. 1-6068
RINI-REGO SUPERMARKETS, INC.
(Exact name of Registrant as specified in its charter)
Ohio 34-0222970
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5300 Richmond Road, Bedford Heights, Ohio 44146
(Address of principal executive offices)
Registrant's telephone number, including area code: (216) 292-7000
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 12, 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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Outstanding at
November 15, 1996
Class A Common Stock, No Par Value 3,536,577
<PAGE>
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
RINI-REGO SUPERMARKETS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands of dollars)
<TABLE>
<CAPTION>
10/19/96 6/29/96
------------ ------------
ASSETS (unaudited)
<S>
CURRENT ASSETS: <C> <C>
Cash and cash equivalents $ 3,471 $ 3,541
Trade accounts receivable, net 33,581 36,903
Inventories 78,210 72,406
Deferred income taxes 9,066 9,066
Prepaid expenses 2,490 4,613
------------ ------------
Total current assets 126,818 126,529
PROPERTY, EQUIPMENT AND
CAPITAL LEASES: 211,340 203,762
Less-Allowances for
depreciation, amortization
and loss on disposal of
fixed assets 84,559 79,762
------------ ------------
126,781 124,000
OTHER ASSETS:
Notes receivable 4,540 4,784
Deferred income taxes 4,947 4,947
Other 1,927 2,088
------------ ------------
Total other assets 11,414 11,819
------------ ------------
TOTAL ASSETS $ 265,013 $ 262,348
============ ============
</TABLE>
The accompanying Notes to Consolidated Condensed Financial
Statements are an integral part of these statements.
<PAGE>
<PAGE>
10/19/96 6/29/96
---------- ----------
(unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
<S>
CURRENT LIABILITIES: <C> <C>
Accounts payable $ 62,971 $ 59,433
Accrued expenses 39,705 41,790
Current portion of long-term liabilities 10,345 10,352
---------- ----------
Total current liabilities 113,021 111,575
LONG-TERM LIABILITIES:
Debt 31,170 32,514
Capital lease obligations 5,084 5,531
Self insurance reserves 12,814 12,595
---------- ----------
Total long-term liabilities 49,068 50,640
OTHER LIABILITIES 8,445 10,191
STOCKHOLDERS' EQUITY:
Class A Common Stock--7,182,587 and
7,174,787 shares outstanding at
10/19/96 and 6/29/96, respectively 72 72
Class B Common Stock--955,613 shares
outstanding 10 10
Paid-in capital 36,201 36,138
Retained earnings 58,196 53,722
---------- ----------
Total stockholders' equity 94,479 89,942
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 265,013 $ 262,348
========== ==========
</TABLE>
The accompanying Notes to Consolidated Condensed Financial
Statements are an integral part of these statements.
<PAGE>
<PAGE>
RINI-REGO SUPERMARKETS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In thousands of dollars, except share and per share data)
(unaudited)
<TABLE>
<CAPTION>
Sixteen Weeks Ended
10/19/96 10/21/95
------------ ------------
<S> <C> <C>
NET SALES $ 404,603 $ 377,387
COST OF GOODS SOLD 326,113 302,627
------------ ------------
Gross profit 78,490 74,760
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSE 68,923 67,742
------------ ------------
Operating income 9,567 7,018
INTEREST EXPENSE (1,451) (2,128)
INTEREST INCOME 154 402
------------ ------------
INCOME BEFORE INCOME TAXES 8,270 5,292
PROVISION FOR INCOME TAXES 3,308 2,170
------------ ------------
NET INCOME 4,962 3,122
LESS PREFERRED STOCK DIVIDENDS - 11
------------ ------------
NET INCOME FOR COMMON
STOCKHOLDERS $ 4,962 $ 3,111
============ ============
NET INCOME PER COMMON SHARE $ .61 $ .38
============ ============
DIVIDENDS PER COMMON SHARE $ .06 $ .05
============ ============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 8,132,584 8,081,650
============ ============
</TABLE>
The accompanying Notes to Consolidated Condensed Financial
Statements are an integral part of these statements.
<PAGE>
<PAGE>
RINI-REGO SUPERMARKETS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In thousands of dollars)
(unaudited)
<TABLE>
<CAPTION>
Sixteen Weeks Ended
10/19/96 10/21/95
------------ ------------
<S>
CASH FLOWS FROM
OPERATING ACTIVITIES: <C> <C>
Net income $ 4,962 $ 3,122
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and amortization 5,605 5,489
Changes in assets and
liabilities (70) (8,149)
------------ ------------
Net cash provided by
operating activities 10,497 462
CASH FLOWS FROM
INVESTING ACTIVITIES:
Purchases of fixed assets (8,372) (10,022)
Proceeds from sale of fixed
assets 89 31
------------ ------------
Net cash used for investing
activities (8,283) (9,991)
------------ ------------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Borrowings under revolving
lines of credit 30,160 257,783
Repayments of revolving lines
of credit (30,160) (248,345)
Additional borrowings - 1,573
Debt repayments (1,413) (1,191)
Repayments of capital lease
obligations (446) (443)
Stock options exercised 63 13
Common stock dividends (488) (404)
Preferred stock dividends - (11)
------------ ------------
Net cash (used for) provided by
financing activities (2,284) 8,975
------------ ------------
</TABLE>
<PAGE>
<PAGE>
Sixteen Weeks Ended
10/19/96 10/21/95
------------ ------------
<TABLE>
<CAPTION>
<S> <C> <C>
NET DECREASE IN CASH
AND CASH EQUIVALENTS ( 70) (554)
CASH AND CASH EQUIVALENTS, AT
BEGINNING OF PERIOD 3,541 4,075
------------ ------------
CASH AND CASH EQUIVALENTS, AT
END OF PERIOD $ 3,471 $ 3,521
============ ============
SUPPLEMENTAL DATA:
Interest Paid $ 667 $ 1,526
============ ============
Income Taxes Paid $ 710 $ 4,279
============ ============
</TABLE>
The accompanying Notes to Consolidated Condensed Financial
Statements are an integral part of these statements.
<PAGE>
<PAGE>
RINI-REGO SUPERMARKETS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
OCTOBER 19, 1996
(1) Basis of Presentation:
The accompanying unaudited consolidated condensed financial
statements have been prepared in accordance with the instructions
to Form 10-Q and therefore do not include all information and
footnotes necessary for a fair presentation of financial position,
results of operations and cash flows in conformity with generally
accepted accounting principles. The results of operations for the
sixteen weeks ended October 19, 1996 are not necessarily indicative
of the results for the fiscal year ending June 28, 1997. In the
opinion of management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments necessary
for a fair presentation of the financial position at the dates
indicated and of the results of operations for the interim periods
presented.
Rini-Rego Supermarkets, Inc. (RRS or the Company), formerly
known as Fisher Foods, Inc. (Fisher), is a subsidiary of Riser
Foods, Inc. (Riser). The accompanying financial statements of the
Company are presented on the "push down accounting" basis, for
financial reporting purposes only, with the equity section of the
accompanying balance sheet reflecting the equity of Riser. The
separate financial statements of the Company would reflect the
following stockholder equity amounts (in thousands):
<TABLE>
<CAPTION>
10/19/96 6/29/96
---------- ----------
<S> <C> <C>
Preferred Stock $ 1,811 $ 1,811
Common Stock 1,403 1,403
Paid-in Capital 22,714 22,714
Retained Earnings 70,333 65,371
---------- ----------
$ 96,261 $ 91,299
========== ==========
</TABLE>
(2) Debt:
The Company's bank credit facilities (the Facilities) provide
for revolving lines of credit and letters of credit up to an
aggregate of $67.0 million and a term loan which currently has $6.0
million outstanding. Available unused borrowing capacity under the
Facilities at October 19, 1996 was approximately $54.7 million.
<PAGE>
<PAGE>
(3) Changes in Equity:
Riser's Board of Directors unanimously approved the redemption
of the Company's Series A Preferred Stock on June 9,
1995. The outstanding shares of preferred stock were redeemed on
July 28, 1995 at a redemption price of $105 per share plus
accumulated dividends. Riser redeemed 18,044 shares at a total
redemption price of $1,894,620 plus accumulated dividends of
$11,007.
The declaration and payment of dividends is subject to the
discretion of Riser's Board of Directors, and there can be no
assurance that dividends will be paid in the future. Riser paid
dividends on its Common Stock totalling $581,390 (of which
$93,218 was paid to the Company) in 1997 and $481,757 (of which
$77,682 was paid to the Company) in 1996.
Riser has a Stock Incentive Plan (The Plan) which provides for
both qualified and non-qualified stock options, as well as stock
appreciation rights and restricted stock grants for employees,
officers and directors of Riser. Stock options must be issued at
not less than the fair value of the Class A Common Stock at the
date of grant and are exercisable for up to ten years from the date
of grant. The options outstanding under the plan are exercisable
at option prices ranging from $7.25 to $23.63 per share. Options
for 7,800 and 1,800 shares of Class A Common Stock were exercised
at prices ranging from $7.31 to $10.31 per share during the first
quarter of fiscal 1997 and 1996, respectively.
On August 19, 1996, Riser granted options to several key
employees to purchase 52,100 shares of Class A Common Stock (The
1997 Options) under the Plan. The exercise price of the 1997
options is $23.63 per share of Class A Common Stock, which
approximated fair market value at the date of grant. The 1997
Options are not exercisable until August 19, 1998 (except in
certain limited instances) and will expire on August 19, 2006 if
not exercised. The 1997 Options are non-qualified options for
Federal Income Tax purposes and the Company recorded no expense
associated with this grant.<PAGE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
The following table sets forth items from the Company's
Consolidated Condensed Statements of Income as a percentage of net
sales:
<TABLE>
<CAPTION> Sixteen Weeks Ended
10/19/96 10/21/95
----------- -----------
<S> <C> <C>
Net sales 100.00 100.00
Cost of goods sold 80.60 80.19
----------- -----------
Gross profit 19.40 19.81
Selling, general and
administrative expense 17.04 17.95
----------- -----------
Operating income 2.36 1.86
Interest expense (.36) (.56)
Interest income .04 .10
----------- -----------
Income before income taxes 2.04 1.40
Income taxes .81 .57
----------- -----------
Net income 1.23 .83
=========== ===========
</TABLE>
The results of operations for the sixteen-week quarter ended
October 19, 1996 continue to reflect successful implementation of
strategic initiatives designed to improve operating performance and
counter competitive and economic pressures. The food distribution
industry has encountered little or no top line price inflation
between years while operating costs, particularly labor and
occupancy, have contractually risen. Overall industry sales and
operating margins have been challenged by continued competition
from non-traditional sources, such as convenience stores and
national mass merchandising chains.
<PAGE>
<PAGE>
Net Sales
In the first quarter of fiscal 1997, net sales increased 7.21%
to $404.6 million from $377.4 million in fiscal 1996. This trend
of sales increases over those of the prior year is the result of
strategic initiatives to remodel, reposition and enlarge Company-
operated retail stores, aggressive merchandising in Company-
operated stores, expansion of the product lines offered to the
Company's independently-operated wholesale customers, sales to
new wholesale customers and a continued favorable economic climate
in the Company's primary market area.
The Company's strategic initiatives to remodel and reposition
Company-operated retail stores have resulted in the consolidation
and enlargement of certain Company-operated retail stores. The
following table details the number, format and square footage of
Company-operated retail stores between years:
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Beginning of year 37 38
Opened 2 --
Closed (2) --
----------- -----------
End of first quarter 37 38
=========== ===========
Store Formats:
Rini-Rego Stop-N-Shop 30 33
Rini-Rego Marketplace 7 5
Square footage:
Total - end of quarter 1,848,700 1,838,300
Average store size
(37 stores operating 49,965 47,905
in both years only)
</TABLE>
Sales in Company-operated retail stores increased 3.10% over
the prior year as same store sales increases of 2.44% and the
opening of two larger replacement stores more than offset sales
losses resulting from one less Company-operated retail store.
Including the sales of the two replacement stores in fiscal 1997
and the stores they replaced in fiscal 1996, sales for the 37
stores servicing the same communities between years increased
4.54%. This continues a trend of same store sales increases which
<PAGE>
<PAGE>
began in the fourth quarter of fiscal 1994. The increase in same
store sales is attributed to the Company's retail remodeling and
repositioning programs, aggressive merchandising which included the
introduction of its Preferred Shoppers Club and a favorable
economic climate. The rate of same store sales increases has
slowed during the last three quarters as Company-operated retail
stores have cycled against prior year remodeling projects and the
timing of new store expansion projects fell late in the first
quarter of fiscal 1997.
The Company's retail remodeling and repositioning initiatives,
where certain non-core stores were closed and certain core stores
were remodeled, expanded or consolidated into larger retail
facilities, has proven successful, yielding continued sales growth
and improved operating leverage. Since the first quarter of 1994,
the Company has constructed or converted seven former Rini-Rego
Stop-N-Shop stores to its Marketplace format. The Marketplace
stores are larger, averaging approximately 65,000 square feet,
and meet the consumer's basic grocery needs while offering an
expanded product line, with emphasis on high quality perishable
departments and a variety of full service, consumer-oriented
departments.
Through the Association of Stop-N-Shop Supermarkets, a
northeast Ohio advertising cooperative which includes all
Company-operated retail stores, the Company offers its customers
the Preferred Shoppers Club. Participating shoppers receive a
Preferred Shoppers Club card which entitles them to extra discounts
below normal sales prices and other incentives. This program was
the first of its kind in northeast Ohio and allows the Company to
offer its customers greater value and will ultimately enhance the
Company's ability to meet customer purchasing requirements and
preferences. The success of this program has increased sales in
Company-operated retail stores and proven a valuable merchandising
tool to combat competitive pressures from both traditional and
non-traditional grocery retailers.
The Company's primary competitor introduced a frequent
shoppers card in March 1996. The introduction of the competitor's
card lessened the effect of the Company's Preferred Shoppers Card
somewhat but has not had a significant negative impact on sales in
Company-operated retail stores. However, the Company believes it
is still too early to assess the full impact of the competitor's
card program.
The Company expects its trend of same store sales increases to
continue at levels realized during the second half of fiscal 1996
and first quarter of fiscal 1997. The Company will continue its
plans to remodel core stores by focusing on Marketplace store
<PAGE>
<PAGE>
formats where demographics so dictate and continue to aggressively
merchandise through its Preferred Shoppers Club to augment existing
store sales.
Net sales to independently-operated retail stores through
Company distribution facilities increased 11.91% during the first
quarter of fiscal 1997. Sales to independently-operated retail
stores have benefited from strategic initiatives targeting the
expansion of the Company's primary wholesale distribution territory
and expansion of the Company's product lines. Sales to
independently-operated retail stores in the first quarter of fiscal
1997 increased principally because of expanded product offerings to
the 102 PharMor and 163 Hills stores serviced by the Company which
are primarily located in the eastern third of the United States.
As a percentage of net sales, gross profit decreased from
19.81% in the first quarter of fiscal 1996 to 19.40% in fiscal
1997. This decline in the gross profit as a percentage of net
sales is principally a function of shifting sales mix between
years. Sales to independently-operated retail stores carry a lower
gross profit percentage than sales in Company-operated retail
stores. As such, a shift in the mix of these sales impacts overall
gross profit percentages. Sales generated in Company-operated
retail stores as a percentage of total Company sales decreased from
51.4% in the first quarter of fiscal 1996 to 49.4% in the first
quarter of fiscal 1997. This decline mirrors the shift in the
gross profit percentage. The Company has been able to maintain
gross profit percentages on sales to independently-operated retail
stores and in Company-operated retail stores through improved
procurement systems, merchandising and effective inventory
management.
Selling, general and administrative (SG&A) expenses also
decreased as a percentage of net sales from 17.95% in fiscal 1996
to 17.04% in fiscal 1997. The major reasons for this decline are
the timing of recognizing expense related to the Company's annual
incentive compensation program, the shift in mix of business toward
sales to independently-operated retail stores, productivity gains
and better expense leverage.
Consistent with prior years, the Company has provided expense
under its annual incentive compensation program in the quarter in
which the incentive compensation was earned. During the first
quarter of fiscal 1997, the Company provided annual incentive
compensation expense at roughly 50.0% of that of the first quarter
of fiscal 1996. The difference in annual incentive compensation
expense was approximately $1.8 million between years. The
Company believes that by the end of the fiscal year, it will
provide annual incentive compensation expense at approximately the
same level as fiscal 1996.
<PAGE>
<PAGE>
The SG&A shift also reflects the above mentioned change in the
sales mix between years. Sales in Company-operated retail stores
require higher SG&A costs than sales to independently-operated
retail stores. Accordingly, the SG&A percentage decreased with the
mix change. The Company has also been able to improve productivity
through the implementation of Total Quality Management initiatives
and improve the leverage of certain fixed SG&A expenses over higher
sales volume.
Interest expense declined from $2.1 million in fiscal 1996 to
$1.5 million in fiscal 1997. This decrease is a function of lower
borrowing levels and lower effective interest rates under the
Company's bank credit facilities. Lower borrowing levels were the
result of programs to reduce the investment in distribution
inventories by increasing inventory turns and the Company's
increased cash flow from operations. The effective interest rate
recognized under the Company's bank credit facilities was 6.99% and
8.48% in the first quarters of 1997 and 1996, respectively. The
decrease in this rate was the result of negotiated interest rate
reductions and the Company's utilization of LIBOR pricing. The
Company currently borrows funds under its bank credit facilities at
either the bank's prime lending rate or 1.25% over LIBOR.
The Company provided for income taxes at an effective tax rate
of 40.0% in the first quarter of fiscal 1997 compared to 41.0% in
the first quarter of fiscal 1996. Taxes were provided at the
various statutory rates to which the Company is subject and there
were no significant differences between financial reporting and
taxable income. The primary reason for the decrease in the
Company's effective tax rate is a lower state and local tax
provision reflecting the Company's present filing status. The
Company provides for the franchise tax portion of its state income
tax provision as an operating expense.
CAPITAL RESOURCES AND LIQUIDITY
During the first quarter of 1997 and all of fiscal 1996, debt
levels decreased due to increased net income, an increase in
distribution inventory turns and the resulting decrease in working
capital requirements and the repayment of notes by
independently-operated retailers.
Operating activities generated $10.5 million of cash in fiscal
1997 compared to $.5 million in fiscal 1996. In adjusting net
income to net cash provided by operating activities for fiscal
1997, the major changes in assets and liabilities include decreases
of accounts and notes receivable of $3.6 million (increase of $1.3
million in fiscal 1996), prepaid expenses of $2.1 million (decrease
of $.8 million in fiscal 1996), and accrued expenses and other
liabilities of $3.8 million (decrease of $3.8 million in fiscal
1996) and increases in inventory of $6.4 million (increase of $1.7
<PAGE>
<PAGE>
million in fiscal 1996) and accounts payable of $3.5 million
(decrease of $2.4 million in fiscal 1996).
The decrease in accounts and notes receivable and prepaids and
the increase in accrued expenses during the first quarter of fiscal
1997 are normal seasonal fluctuations. During the first quarter of
fiscal 1997, the Company increased seasonal inventory levels,
particularly turkeys, and turn inventory levels to meet
anticipated sales requirements. These increased inventory levels
were partially financed through trade accounts payable. Trade
accounts payable, as a percentage of FIFO inventories, decreased
from 74.6% at the end of fiscal 1996 to 73.2% at the end of the
first quarter of fiscal 1997. The decrease in accrued expenses and
other liabilities during the first quarter of 1997 is consistent
between years and the result of payments made for state and local
taxes and the Company's annual incentive compensation program.
As a result of the foregoing, working capital decreased to
$13.8 million from $15.0 million at the end of fiscal 1996. At the
same time, the Company's current ratio decreased from 1.13:1 at the
end of fiscal 1996 to 1.12:1 at the end of the first quarter of
fiscal 1997. Decreased borrowings under the bank's credit
facilities lowered the Company's long-term liabilities to equity
ratio from .56:1 at the end of fiscal 1996 to .52:1 at the end of
the first quarter of 1997. The Company's ratio of total
liabilities to equity decreased to 1.80:1 at the end of the first
quarter of 1997 from 1.92:1 at the end of fiscal 1996.
The Company utilized $8.4 million of first quarter cash flow
for capital expenditures. This amount is approximately $1.6 million
lower than last year's level and reflects the Company's investment
of $5.8 million ($3.5 million last year) in two new retail
locations and other retail remodeling projects, $1.7 million ($6.2
million last year) for distribution facilities and equipment and
$.9 million ($.3 million last year) on data processing systems
upgrades. Fiscal 1996 capital expenditures for distribution
facilities included the acquisition of the Company's Aurora Road
and Cash-N-Carry distribution facilities which had previously been
leased. The Aurora Road facility was subsequently sold prior to
the end of fiscal 1996.
The Company anticipates that the level of capital expenditures
for fiscal 1997 will be slightly higher than the previous three
fiscal years principally because of the acceleration of the
Company's remodeling programs and the expansion of its distribution
facilities. After fiscal 1997, capital expenditure levels will be
maintained in the $30-$35 million range over the next three fiscal
years until the Company has completed the remodeling or expansion
of its core stores. The Company believes that cash flow from
operations and the unused portion of the bank credit facilities
will adequately fund planned capital expenditures of approximately
<PAGE>
<PAGE>
$45 million in fiscal 1997, normal ongoing business activities and
scheduled debt principal repayments.
IMPACT OF INFLATION
Inflation increases the Company's major costs, inventory and
labor. Because of the high velocity of inventory turnover in the
food distribution industry and the Company's use of the LIFO
valuation method for a majority of its inventory, the impact of
inflation is normally reflected very quickly in the results of
operations. The food distribution industry has experienced
little or no food inflation over the last three years. Experience
indicates that highly competitive market condition may prevent the
Company from fully recovering inflation-driven costs through retail
pricing alone. The Company's provisions for LIFO inventories was
$616,000 in both years.
<PAGE>
<PAGE>
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.22 Amended and Restated 1996 Stock Incentive Plan
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
RINI-REGO SUPERMARKETS, INC.
(Registrant)
December 2, 1996 /s/ Charles A. Rini
By: Charles A. Rini
President and Director
December 2, 1996 /s/ Ronald W. Ocasek
By: Ronald W. Ocasek
Senior Vice President,
Chief Financial Officer and
Treasurer
<PAGE>
Exhibit #10.22
Amended and Restated 1996 Stock Incentive Plan
<PAGE>
<PAGE>
RISER FOODS, INC.
AMENDED AND RESTATED
1996 STOCK INCENTIVE PLAN
1. Definitions: As used herein, the following definitions shall
apply:
(a) "Plan" shall mean the Riser Foods, Inc. Amended and Restated
1996 Stock Incentive Plan.
(b) "Corporation" shall mean Riser Foods, Inc., a Delaware
corporation, or any successor thereof.
(c) "Committee" shall mean a committee meeting the standards of
Rule 16b-3 of the Rules and Regulations under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or any
similar successor rule, appointed by the Board of Directors of the
Corporation to administer and interpret the Plan.
(d) "Participant" shall mean any individual designated by the
Committee under Paragraph 6, for participation in the Plan.
(e) "Common Stock" shall mean the Class A, Common Stock, $.01 par
value, of Riser Foods, Inc.
(f) "Non-Qualified Option" shall mean an option to purchase Common
Stock of the Corporation which meets the requirements set forth in
the Plan but does not meet the definition of an incentive stock
option set forth in Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").
(g) "Incentive Option" shall mean an option to purchase Common
Stock of the Corporation which meets the requirements set forth in
the Plan and also meets the definition of an incentive stock option
set forth in Section 422 of the Code.
(h) "Stock appreciation right" shall mean a right to receive the
appreciation in value of a specified number of shares of the Common
Stock of the Corporation, as provided in Paragraph 12 hereof.
(i) "Restricted stock award" shall mean a grant of Common Stock of
the Corporation which is subject to restrictions against transfer,
forfeiture and such other terms and conditions determined by the
Committee, as provided in Paragraph 18 hereof.
(j) "Fair Market Value" of a share of the Corporation's Common
Stock on any date shall mean (i) if the Common Stock is traded on
an exchange, the mean of the high and low prices at which it is
quoted or traded on such date on the exchange on which it generally
has the greatest trading volume, or (ii) if the Common Stock is<PAGE>
<PAGE>
traded in the over-the-counter market, the mean between the
asked and the bid prices on such date as reported by NASDAQ.
(k) "Non-Employee Director" shall mean a Non-Employee Director as
defined in Rule 16b-3 promulgated under the Exchange Act.
2. Purpose of Plan: The purpose of the Plan is to provide key
employees (including officers and directors) of the Corporation and
its subsidiaries with an increased incentive to make significant
and extraordinary contributions to the long-term performance and
growth of the Corporation and its subsidiaries, to join the
interests of key employees with the interests of the shareholders
of the Corporation, and to facilitate attracting and retaining key
employees of exceptional ability. For purposes of the Plan, a
"subsidiary" shall mean a "subsidiary corporation" as defined in
Section 424(f) of the Code.
3. Administration: The Plan shall be administered by the
Committee; provided that if any member of the Committee is not a
Non-Employee Director, then the Board of Directors shall approve
the grant of any stock option, stock appreciation right or
restricted stock award that the Committee proposes to make
hereunder. The Committee shall determine, from those eligible to be
Participants under the Plan, the persons to be granted stock
options, stock appreciation rights and restricted stock, the amount
of stock or right to be optioned or granted to each such person,
and the terms and conditions of any stock options, stock
appreciation rights and restricted stock. Subject to the provisions
of the Plan, the Committee is authorized to interpret the Plan, to
promulgate, amend and rescind rules and regulations relating to the
Plan and to make all other determinations necessary or advisable
for its administration. Interpretation and construction of any
provision of the Plan by the Committee shall be final and
conclusive. Acts approved by a majority of the members present at
any meeting at which a quorum is present, or acts unanimously
approved in writing by the Committee, shall be the acts of the
Committee.
4. Indemnification of Committee Members: In addition to such
other rights of indemnification as they may have, the members of
the Committee shall be indemnified by the Corporation against the
reasonable expenses, including attorneys' fees, actually and
necessarily incurred in connection with the defense of any action,
suit or proceeding, or in connection with any appeal therein to
which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any
option, stock appreciation right or restricted stock granted
hereunder, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal
counsel selected by the Corporation) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in
2<PAGE>
<PAGE>
such action, suit or proceeding that such Committee member hasacted
in bad faith; provided, however, that within sixty (60)
days after receipt of notice of institution of any such action,
suit or proceeding a Committee member shall offer the Corporation
in writing the opportunity, at its own cost, to handle and defend
the same.
5. Maximum Number of Shares Subject to Plan: The maximum
number of shares with respect to which stock options or stock
appreciation rights may be granted or which may be awarded as
restricted stock under the Plan shall be 1,000,000 shares in the
aggregate (subject to adjustment as set forth below) of Common
Stock of the Corporation, which may consist in whole or in part of
the authorized and unissued or reacquired Common Stock of the
Corporation. The number of shares with respect to which a stock
appreciation right is granted, but not the number of shares which
the Corporation delivers or could deliver to a Participant upon
exercise of a stock appreciation right, shall be charged against
the aggregate number of shares remaining available under the Plan;
provided, however, that in the case of a stock appreciation right
granted in conjunction with a stock option under circumstances in
which the exercise of the stock appreciation right results in
termination of the stock option and vice versa, only the number of
shares subject to the stock option shall be charged against the
aggregate number of shares remaining available under the Plan. If
a stock option or stock appreciation right expires or terminates
for any reason (other than termination as a result of the exercise
of a related right) without having been fully exercised, or if
shares of restricted stock are forfeited, the number of shares with
respect to which the stock option or stock appreciation right were
not exercised at the time of its expiration or termination, and the
number of forfeited shares of restricted stock, shall again become
available for the grant of stock options or stock appreciation
rights or the award of restricted stock under the Plan.
The number of shares subject to each outstanding stock option
or stock appreciation right or restricted stock award, the option
price with respect to outstanding stock options, the grant value
with respect to outstanding stock appreciation rights, and the
aggregate number of shares remaining available under the Plan shall
be subject to such adjustment as the Committee, in its discretion,
deems appropriate to reflect such events as stock dividends, stock
splits, recapitalizations, mergers, consolidations or
reorganizations of or by the Corporation; provided, however, that
no fractional shares shall be issued pursuant to the Plan, no
rights may be granted under the Plan with respect to fractional
shares, and any fractional shares resulting from such adjustments
shall be eliminated from any outstanding stock option, stock
appreciation right, or restricted stock award.
6. Participants: The Committee shall determine and designate
from time to time, in its discretion, such key employees (including
3<PAGE>
<PAGE>
officers and directors) of the Corporation or any subsidiary
toreceive stock options, stock appreciation rights or restricted
stock, who in the judgment of the Committee are or will become
responsible for the direction and financial success of the
Corporation or any subsidiary.
7. Written Agreement: Each stock option, stock appreciation
right and restricted stock award shall be evidenced by a written
agreement which shall contain such provisions as may be approved by
the Committee. Such agreements shall constitute binding contracts
between the Corporation and the Participant and every Participant,
upon acceptance of such agreement, shall be bound by the terms and
restrictions of the Plan and of the agreement. The terms of each
such agreement shall be in accordance with the Plan, but the
agreements may include such additional provisions and restrictions
determined by the Committee, provided that such additional
provisions and restrictions are not inconsistent with the terms of
the Plan.
8. Allotment of Shares: The Committee shall determine and fix
the number of shares of stock with respect to which each
Participant may be granted stock options and stock appreciation
rights and the number of shares of restricted stock which each
Participant may be awarded.
9. Stock Options: Subject to the terms of the Plan, the
Committee may grant to Participants either Incentive Options,
Non-Qualified Options or any combination thereof. Each option
granted under the Plan shall designate the number of shares covered
thereby, if any, with respect to which the option is an Incentive
Option, and the number of shares covered thereby, if any, with
respect to which the option is a Non-Qualified Option.
10. Stock Option Price: The Committee shall establish, at the
time any stock option is granted, the price per share for which the
shares covered by the option may be purchased; provided, however,
that if the option is an Incentive Option, such price shall not be
less than 100% of the fair market value of the shares on the date
on which the option is granted; provided, moreover, that with
respect to an Incentive Option granted to a Participant who at the
time of the grant owns (after applying the attribution rules of
Section 424(d) of the Code) more than 10% of the total combined
voting stock of the Corporation or of any parent corporation (as
defined in Section 424(e) of the Code) or subsidiary, the option
price shall not be less than 110% of the fair market value of the
stock subject to the Incentive Option on the date such option is
granted.
11. Payment of Stock Option Price: At the time of the exercise
in whole or in part of any stock option granted hereunder, payment
of the option price in full in cash or, with the consent of the
Committee, in Common Stock of the Corporation, shall be made by the
4<PAGE>
<PAGE>
Participant for all shares so purchased. No Participant shall have
any of the rights of a shareholder of the Corporation under any
stock option until the actual issuance of shares to said
Participant, and prior to such issuance no adjustment shall be made
for dividends, distributions or other rights in respect of such
shares, except as provided in Paragraph 5.
12. Stock Appreciation Rights: Subject to the terms of the
Plan, the Committee may grant stock appreciation rights to
Participants either in conjunction with, or independently of, any
stock options granted under the Plan. A stock appreciation right
granted in conjunction with a stock option may be an
alternative right wherein the exercise of the stock option
terminates the stock appreciation right to the extent of the number
of shares purchased upon exercise of the stock option and,
correspondingly, the exercise of the stock appreciation right
terminates the stock option to the extent of the number of shares
with respect to which the stock appreciation right is exercised.
Alternatively, a stock appreciation right granted in conjunction
with a stock option may be an additional right wherein both the
stock appreciation right and the stock option may be exercised;
provided, however, that a stock appreciation right may not be
granted in conjunction with an Incentive Option under circumstances
in which the exercise of the stock appreciation right affects the
right to exercise the Incentive Option or vice versa, unless the
stock appreciation right, by its terms, meets all of the following
requirements:
(a) The stock appreciation right will expire no later than the
Incentive Option;
(b) The stock appreciation right may be for no more than the
difference between the option price of the Incentive Option and the
fair market value of the shares subject to the Incentive Option at
the time the stock appreciation right is exercised;
(c) The stock appreciation right is transferable only when the
Incentive Option is transferable, and under the same conditions;
(d) The stock appreciation right may be exercised only when
the Incentive Option is eligible to be exercised; and
(e) The stock appreciation right may be exercised only when
the fair market value of the shares subject to the Incentive Option
exceeds the option price of the Incentive Option.
Upon exercise of a stock appreciation right, a Participant
shall be entitled to receive, without payment to the Corporation
(except for applicable withholding taxes), an amount equal to the
excess of (i) the then aggregate fair market value of the number of
shares with respect to which the Participant exercises the stock
5<PAGE>
<PAGE>
appreciation right, over (ii) the aggregate stock option price for
such number of shares (if the stock appreciation right is granted
in conjunction with a stock option) or the aggregate fair market
value of such number of shares at the time the stock appreciation
right was granted (if the stock appreciation right is granted
independently of any stock option). This amount shall be payable by
the Corporation, in the sole discretion of the Committee, in cash,
in shares of Common Stock of the Corporation or any combination
thereof.
13. Granting and Exercise of Stock Options and Stock
Appreciation Rights: Each stock option and stock appreciation right
granted hereunder shall be exercisable at any such time or times or
in any such installments as may be determined by the Committee at
the time of the grant; provided, however, that with respect to
Incentive Options, the aggregate fair market value (determined
as of the time of grant) of the stock with respect to which
incentive stock options are exercisable for the first time by any
one Participant during any calendar year under all plans maintained
by the Corporation (and any parent or subsidiary corporations of
the Corporation) shall not exceed $100,000; provided, moreover,
that no stock appreciation right or stock option granted in
conjunction therewith may be exercisable prior to the expiration of
six months from the date of grant unless the Participant dies or
becomes disabled prior thereto; provided, moreover, that if a
Participant who is granted a stock appreciation right is a person
who is regularly required to report his ownership and changes in
ownership of Common Stock of the Corporation to the Securities and
Exchange Commission and is subject to short-swing profit liability
under the provisions of Section 16(b) of the Exchange Act, then any
election to exercise as well as any actual exercise of his stock
appreciation right shall be made only during the period beginning
on the third business day and ending on the twelfth business day
following the release for publication by the Corporation of
quarterly or annual summary statements of sales and earnings.
A Participant may exercise a stock option or stock
appreciation right, if then exercisable, in whole or in part by
delivery to the Corporation of written notice of the exercise, in
such form as the Committee may prescribe, accompanied, in the case
of a stock option, by full payment for the shares with respect to
which the stock option is exercised. Except as provided in
Paragraph 17, stock options and stock appreciation rights granted
to a Participant may be exercised only while the Participant is an
employee of the Corporation or a subsidiary.
Successive stock options and stock appreciation rights may be
granted to the same Participant, whether or not the stock option(s)
and stock appreciation right(s) previously granted to such
Participant remain unexercised. A Participant may exercise a stock
option or a stock appreciation right (if granted in conjunction
with a stock option or independently of any stock option), if then
6<PAGE>
<PAGE>
exercisable, notwithstanding that stock options and stock
appreciation rights previously granted to such Participant remain
unexercised.
14. Non-Transferability of Stock Options and Stock
Appreciation Rights:
(a) No Incentive Option or stock appreciation right
granted in conjunction with an Incentive Option shall be
transferable by the Participant other than by will or the laws of
descent and distribution, and each Incentive Option or stock
appreciation right granted in conjunction with an Incentive
Option shall be exercisable during the Participant's lifetime only
by the Participant.
(b) A person that receives Non-Qualified Options or stock
appreciation rights granted in conjunction with Non-Qualified
Options under this Plan or such person's beneficiary shall have the
power or right to sell, exchange, pledge, transfer, assign or
otherwise encumber or dispose of such person's or beneficiary's
Non-Qualified Options and related stock appreciation rights
received under this Plan only as follows: (i) to the spouse or any
children or grandchildren of such Participant under this Plan; (ii)
as a charitable contribution or gift to or for the use of any
person or entity described in Section 170(c) of the Code; (iii) to
any "Controlled Entity," as defined below; or (iv) by will or the
laws of intestate succession. "Controlled Entity" shall mean any
trust, partnership, limited liability company or other entity in
which a Participant acts as trustee, managing partner, managing
member or otherwise controls; provided that, to the extent any
grant of a stock option or stock appreciation right received under
this Plan is awarded to a spouse pursuant to any divorce
proceeding, such interest shall be deemed to be terminated and
forfeited notwithstanding any vesting provisions or other terms
herein or in the agreement evidencing such grant.
15. Term of Stock Options and Stock Appreciation Rights: If
not sooner terminated, each stock option and stock appreciation
right granted hereunder shall expire not more than ten (l0) years
from the date of the granting thereof; provided, however, that with
respect to an Incentive Option or a related stock appreciation
right granted to a Participant who, at the time of the grant, owns
(after applying the attribution rules of Section 425(d) of the
Code) more than l0% of the total combined voting stock of all
classes of stock of the Corporation or of any parent or subsidiary,
such option and stock appreciation right shall expire not more than
five (5) years after the date of granting thereof.
16. Continuation of Employment: The Committee may require, in
its discretion, that any Participant under the Plan to whom a stock
option or stock appreciation right shall be granted shall agree in
writing as a condition of the granting of such stock option or
7<PAGE>
<PAGE>
stock appreciation right to remain in the employ of the Corporation
or a subsidiary for a designated minimum period from the date of
the granting of such stock option or stock appreciation right as
shall be fixed by the Committee.
17. Termination of Employment: If the employment of a
Participant by the Corporation or a subsidiary shall be terminated,
the Committee may, in its discretion, permit the exercise of stock
options and stock appreciation rights granted to such Participant
for a period not to exceed one year following such termination of
employment; provided, however, that no Incentive Option or related
stock appreciation right may be exercised after three months
following a Participant's termination of employment, unless such
termination of employment is due to the Participant's death or
permanent disability, in which event the Incentive Option and
related stock appreciation right may be permitted to be exercised
for up to one year following the Participant's termination of
employment for such reason. In no event, however, shall a stock
option or stock appreciation right be exercisable subsequent to its
expiration date and, furthermore, a stock option or stock
appreciation right may only be exercised after termination of a
Participant's employment to the extent exercisable on the date of
termination of employment.
18. Restricted Stock Awards: Subject to the terms of the Plan,
the Committee may grant shares of restricted stock to Participants.
All shares of restricted stock granted to Participants under the
Plan shall be subject to the following terms and conditions (and to
such other terms and conditions prescribed by the Committee):
(a) At the time of each award of restricted shares, the
Committee shall establish for the shares a restricted period. Such
restricted period may differ among Participants and may have
different expiration dates with respect to portions of shares
covered by the same award.
(b) Shares of restricted stock awarded to Participants may
not be sold, assigned, transferred, pledged, hypothecated or
otherwise encumbered during the restricted period applicable to
such shares. Except for such restrictions on transfer, a
Participant shall have all of the rights of a stockholder in
respect of restricted shares awarded to him including, but not
limited to, the right to receive dividends on, and the right to
vote, the shares.
(c) If a Participant ceases to be employed by the
Corporation or a subsidiary for any reason other than death or
permanent disability, all shares theretofore awarded to the
Participant which are still subject to the restrictions imposed by
Paragraph 18(b) shall upon such termination of employment be
forfeited and transferred back to the Corporation, without payment
8<PAGE>
<PAGE>
of any consideration by the Corporation; provided, however, that in
the event such employment is terminated by action of the
Corporation or a subsidiary without cause or by agreement between
the Corporation or a subsidiary and the Participant, the Committee
may, in its discretion, release some or all of the shares from the
restrictions.
(d) If a Participant ceases to be employed by the
Corporation or a subsidiary by reason of death or permanent
disability, the restrictions imposed by Paragraph 18 shall lapse
with respect to shares then subject to such restrictions, unless
otherwise determined by the Committee.
(e) Stock certificates shall be issued in respect of
shares of restricted stock awarded hereunder and shall be
registered in the name of the Participant. Such certificates shall
be deposited with the Corporation or its designee, together with a
stock power endorsed in blank, and, in the discretion of the
Committee a legend shall be placed upon such certificates
reflecting that the shares represented thereby are subject to
restrictions against transfer and forfeiture.
(f) At the expiration of the restricted period
applicable to the shares, the Corporation shall deliver to the
Participant or the legal representative of the Participant's estate
the stock certificates deposited with it or its designee and as to
which the restricted period has expired. If a legend has been
placed on such certificates, the Corporation shall cause such
certificates to be reissued without the legend. In the case of
events such as stock dividends, stock splits, recapitalizations,
mergers, consolidations or reorganizations of or by the
Corporation, any stock, securities or other property which a
Participant receives or is entitled to receive by reason of his
ownership of restricted shares shall, unless otherwise determined
by the Committee, be subject to the same restrictions applicable to
the restricted shares and shall be deposited with the Corporation
or its designee.
19. Investment Purpose: If the Committee in its discretion
determines that as a matter of law such procedure is or may be
desirable, it may require a Participant, upon any acquisition of
stock hereunder (whether by reason of the exercise of stock options
or stock appreciation rights or the award of restricted shares), to
execute and deliver to the Corporation a written statement, in form
satisfactory to the Committee, representing and warranting that the
Participant's acquisition of shares of stock shall be for such
person's own account, for investment and not with a view to the
resale or distribution thereof and that any subsequent offer for
sale or sale of any such shares shall be made either pursuant to
(a) a Registration Statement on an appropriate form under the
Securities Act of 1933, as amended (the "Securities Act"), which
Registration Statement has become effective and is current with
9<PAGE>
<PAGE>
respect to the shares being offered and sold, or (b) a specific
exemption from the registration requirements of the Securities Act,
but in claiming such exemption the Participant shall, prior to any
offer for sale or sale of such shares, obtain a favorable written
opinion from counsel for or approved by the Corporation as to the
availability of such exemption. The Corporation may endorse an
appropriate legend referring to the foregoing restriction upon the
certificate or certificates representing any shares issued or
transferred to the Participant.
20. Rights to Continued Employment: Nothing contained in
the Plan or in any stock option, stock appreciation right or
restricted stock granted or awarded pursuant to the Plan, nor any
action taken by the Committee hereunder, shall confer upon any
Participant any right or entitlement with respect to continuation
of employment by the Corporation or a subsidiary nor interfere in
any way with the right of the Corporation or a subsidiary to
terminate such person's employment at any time.
21. Withholding Payments: If upon the exercise of a
Non-Qualified Option or stock appreciation right, or upon the award
of restricted stock or the expiration of restrictions applicable to
restricted stock, or upon a disqualifying disposition (within the
meaning of Section 422 of the Code) of shares acquired upon
exercise of an Incentive Option, there shall be payable by
the Corporation or a subsidiary any amount for income tax
withholding, either the Corporation shall appropriately reduce the
amount of stock or cash to be paid to the Participant or the
Participant shall pay such amount to the Corporation or subsidiary
to reimburse it for such income tax withholding.
22. Effectiveness of Plan: The Plan shall be effective on
the date the Board of Directors of the Corporation adopts the Plan,
provided that the shareholders of the Corporation ratify the Plan
within twelve (12) months of its adoption by the Board of
Directors. Stock options, stock appreciation rights and
restricted stock may be granted or awarded prior to shareholder
ratification of the Plan, but each such stock option, stock
appreciation right or restricted stock grant or award shall be
subject to the shareholder ratification of the Plan. No stock
option or stock appreciation right may be exercised prior to
shareholder ratification, and any restricted stock awarded is
subject to forfeiture if such shareholder ratification is not
obtained.
23. Termination, Duration and Amendments of Plan: The Plan
may be abandoned or terminated at any time by the Board of
Directors of the Corporation. Unless sooner terminated, the Plan
shall terminate on the date ten years after its adoption by the
Board of Directors, and no stock options, stock appreciation rights
or restricted stock may be granted or awarded thereafter. The
termination of the Plan shall not affect the validity of any
10<PAGE>
<PAGE>
stock option, stock appreciation rights or restricted stock
outstanding on the date of termination.
For purposes of conforming to any changes in applicable
law or governmental regulations, or for any other lawful purpose,
the Board of Directors shall have the right, with or without
approval of the shareholders of the Corporation, to amend or revise
the terms of the Plan at any time; provided, however, that no such
amendment or revision shall (i) increase the maximum number of
shares in the aggregate which are subject to the Plan (subject,
however, to the provisions of Paragraph 5), change the class of
persons eligible to be Participants under the Plan or materially
increase the benefits accruing to Participants under the Plan,
without approval or ratification of the shareholders of the
Corporation; or (ii) change the stock option price (except
as contemplated by Paragraph 5) or alter or impair any stock
option, stock appreciation right, or restricted stock which shall
have been previously granted or awarded under the Plan, without the
consent of the holder thereof.
As adopted by the Board of Directors on October 9, 1996.
11
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Rini-Rego Supermarkets, Inc,. Consolidated Condensed Balance Sheet, Consolidated
Condensed Statement of Income, and Notes to the Consolidated Condensed Financial
Statement for the first quarter ended 10/19/96 and is qualified in its entirety
by reference to such Form 10-Q for the first quarter ended 10/19/96.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> QTR-1
<FISCAL-YEAR-END> JUN-28-1997
<PERIOD-END> OCT-19-1996
<CASH> 3471
<SECURITIES> 0
<RECEIVABLES> 36391
<ALLOWANCES> 2810
<INVENTORY> 78210
<CURRENT-ASSETS> 126818
<PP&E> 211340
<DEPRECIATION> 84559
<TOTAL-ASSETS> 265013
<CURRENT-LIABILITIES> 113021
<BONDS> 0
<COMMON> 82
0
0
<OTHER-SE> 94397
<TOTAL-LIABILITY-AND-EQUITY> 265013
<SALES> 404603
<TOTAL-REVENUES> 404603
<CGS> 326113
<TOTAL-COSTS> 326113
<OTHER-EXPENSES> 68923
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1451
<INCOME-PRETAX> 8270
<INCOME-TAX> 3308
<INCOME-CONTINUING> 4962
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4962
<EPS-PRIMARY> .61
<EPS-DILUTED> .61
</TABLE>
