<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 April 6, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
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
April 30, 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>
4/6/96 7/1/95
ASSETS ---------- ----------
<S> (unaudited)
CURRENT ASSETS: <C> <C>
Cash and cash equivalents $ 3,996 $ 4,075
Trade accounts receivable, net 40,026 38,272
Inventories 69,800 74,042
Deferred income taxes 10,022 10,022
Prepaid expenses 5,550 4,895
---------- ----------
Total current assets 129,394 131,306
PROPERTY, EQUIPMENT AND CAPITAL LEASES 197,328 185,826
Less-Allowances for depreciation, amorti-
zation and loss on disposal of fixed
assets 72,050 67,729
---------- ----------
125,278 118,097
OTHER ASSETS:
Notes receivable 4,997 10,868
Deferred income taxes 6,119 6,119
Other 1,946 2,071
---------- ----------
Total other assets 13,062 19,058
---------- ----------
TOTAL ASSETS $ 267,734 $ 268,461
========== ==========
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
4/6/96 7/1/95
---------- ----------
(unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
<S>
CURRENT LIABILITIES: <C> <C>
Accounts payable $ 49,892 $ 52,209
Accrued expenses 47,509 45,210
Current portion of long-term
liabilities 10,529 10,003
---------- ----------
Total current liabilities 107,930 107,422
LONG-TERM LIABILITIES:
Debt 45,426 55,749
Capital lease obligations 5,840 6,840
Self insurance reserves 12,272 11,845
---------- ----------
Total long-term liabilities 63,538 74,434
OTHER LIABILITIES 11,144 12,231
STOCKHOLDERS' EQUITY:
Class A Common Stock--7,156,887 shares 71 71
and 7,125,287 shares outstanding at
4/6/96 and 7/1/95, respectively
Class B Common Stock--955,613 shares 10 10
Paid-in capital 35,791 35,546
Retained earnings 49,250 38,747
---------- ----------
Total stockholders' equity 85,122 74,374
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 267,734 $ 268,461
========== ==========
</TABLE>
The accompanying Notes to Consolidated Condensed Financial
Statements are an integral part of these balance sheets.
<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>
40 Weeks Ended: 12 Weeks Ended:
4/6/96 4/8/95 4/6/96 4/8/95
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
NET SALES $ 984,857 $ 904,224 $ 305,758 $ 275,405
COST OF GOODS SOLD 793,190 726,073 247,673 220,564
---------- ---------- ---------- ----------
Gross profit 191,667 178,151 58,085 54,841
SELLING, GENERAL &
ADMINISTRATIVE EXPENSE 167,507 160,168 50,036 48,517
---------- ---------- ---------- ----------
Operating income 24,160 17,983 8,049 6,324
INTEREST EXPENSE (5,106) (5,901) (1,345) (1,811)
INTEREST INCOME 826 952 142 310
---------- ---------- ---------- ----------
INCOME BEFORE INCOME
TAXES 19,800 13,034 6,846 4,823
PROVISION FOR INCOME
TAXES 8,151 5,160 2,791 1,920
---------- ---------- ---------- ----------
NET INCOME 11,729 7,874 4,055 2,903
LESS PREFERRED STOCK
DIVIDENDS 11 108 - 36
---------- ---------- ---------- ----------
NET INCOME FOR COMMON
STOCKHOLDERS $ 11,718 $ 7,766 $ 4,055 $ 2,867
========== ========== ========== ==========
NET INCOME PER
COMMON SHARE $ 1.45 $ .96 $ .50 $ .35
========== ========== ========== ==========
DIVIDEND PER
COMMON SHARE $ .15 $ - $ .05 $ -
========== ========== ========== ==========
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING 8,088,996 8,080,900 8,101,560 8,080,900
========== ========== ========== ==========
</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>
40 Weeks Ended: 12 Weeks Ended:
4/6/96 4/8/95 4/6/96 4/8/95
-------- -------- -------- --------
<S>
CASH FLOWS FROM
OPERATING ACTIVITIES: <C> <C> <C> <C>
Net income $11,729 $ 7,874 $ 4,055 $ 2,903
Adjustments to
reconcile net income
to net cash provided
by operating
activities:
Depreciation & amort. 13,348 13,489 4,150 4,445
Changes in assets
and liabilities 7,725 12,231 (8,379) (1,088)
-------- -------- -------- --------
Net cash provided by
operating activities 32,802 33,594 (174) 6,260
-------- -------- -------- --------
CASH FLOWS FROM
INVESTING ACTIVITIES:
Purchases of fixed
assets (21,162) (22,487) (4,433) (6,538)
Proceeds from sales
of fixed assets 204 2,110 102 1,947
-------- -------- -------- --------
Net cash used for
investing activities (20,958) (20,377) (4,331) (4,591)
-------- -------- -------- --------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Borrowings under
revolving lines
of credit 614,085 501,017 188,219 152,800
Repayments of
revolving lines
of credit (624,474) (509,405) (182,379) (151,756)
Additional borrowings 5,093 1,425 - -
Debt repayments (4,572) (5,920) (424) (2,393)
</TABLE>
<PAGE>
<PAGE>
40 Weeks Ended: 12 Weeks Ended:
4/6/96 4/8/95 4/6/96 4/8/95
-------- -------- -------- --------
<TABLE>
<CAPTION>
<S>
Repayments of capital <C> <C> <C> <C>
lease obligations (1,074) (1,067) (331) (316)
Exercise of stock
options 245 - 134 -
Common stock
dividends (1,215) - (406) -
Preferred stock
dividends (11) (108) - (36)
-------- -------- -------- --------
Net cash used for
financing activities (11,923) (14,058) 4,813 (1,701)
-------- -------- -------- --------
</TABLE>
40 Weeks Ended: 12 Weeks Ended:
4/6/96 4/8/95 4/6/96 4/8/95
-------- -------- -------- --------
<TABLE>
<CAPTION>
<S>
NET INCREASE (DECREASE)
IN CASH AND CASH <C> <C> <C> <C>
EQUIVALENTS (79) (841) 308 (32)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 4,075 4,376 3,688 3,567
-------- -------- -------- --------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 3,996 $ 3,535 $ 3,996 $ 3,535
======== ======== ======== ========
SUPPLEMENTAL DATA:
Interest Paid $ 4,882 $ 5,785 $ 982 $ 1,570
======== ======== ======== ========
Income Taxes Paid $10,306 $ 4,595 $ 4,588 $ 2,113
======== ======== ======== ========
</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
APRIL 6, 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
twelve and forty weeks ended April 6, 1996 are not necessarily
indicative of the results to be expected for the entire fiscal year
ending June 29, 1996. 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>
4/6/96 7/2/95
---------- ----------
<S> <C> <C>
Preferred Stock $ 1,811 $ 1,811
Common Stock 1,403 1,403
Paid-in Capital 22,714 22,714
Retained Earnings 60,505 48,776
---------- ----------
$ 86,433 $ 74,704
========== ==========
</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 million and a term loan which currently has $7.1
million outstanding. Effective March 1, 1996, the Company
negotiated new interest rates for borrowings under the Facilities.
Interest accrues at either the Bank's Prime Lending Rate or LIBOR
plus 1.25% at the Company's option with fees and interest paid
monthly. The Facilities are secured by substantially all of the
Company's assets. Available unused borrowing capacity under the
Facilities at April 6, 1996 was approximately $42.9 million.<PAGE>
<PAGE>
(3) Changes in Equity:
Riser's Board of Directors unanimously approved the
redemption of its 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.
On September 8, 1995, December 8, 1995, and March 15, 1996,
Riser's Board of Directors declared regular quarterly dividends of
$.05 per share on each outstanding share of its Class A and Class
B Common Stock. The declaration and payment of dividends is
subject to the discretion of Riser's Board of Directors and there
are no assurances that dividends will be paid in the future. Riser
paid dividends on both classes of its Common Stock on October 10,
1995, January 9, 1996, and April 9, 1996 which totaled $1,448,049
of which $232,985 was paid to the Company.
Riser has a Stock Incentive 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 outstanding options are exercisable at option prices
ranging from $7.25 to $10.31 per share. Options for 31,600 shares
of Class A Common Stock were exercised at prices ranging from $7.31
to $10.31 per share during the first forty weeks of fiscal 1996.
<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 Statements of Income as a percentage of net sales:
<TABLE>
<CAPTION>
40 Weeks Ended: 12 Weeks Ended:
4/6/96 4/8/95 4/6/96 4/8/95
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales 100.00 100.00 100.00 100.00
Cost of goods sold 80.54 80.30 81.00 80.09
--------- -------- -------- --------
Gross profit 19.46 19.70 19.00 19.91
Selling, general &
administrative expense 17.01 17.71 16.36 17.62
--------- -------- -------- --------
Operating income 2.45 1.99 2.64 2.29
Interest expense (.52) (.65) (.44) (.65)
Interest income .09 .10 .04 .11
--------- -------- -------- --------
Income before income taxes 2.02 1.44 2.24 1.75
Income taxes .83 .57 .91 .70
--------- -------- -------- --------
Net income 1.19 .87 1.33 1.05
========= ======== ======== ========
</TABLE>
The Company's results of operations for the twelve and forty
weeks ended April 6, 1996 continue to reflect successful
implementation of strategic initiatives designed to improve
operating performance and counter competitive and economic
pressures. In general, 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 also been challenged by growing competition from non-
traditional sources, such as convenience stores and national mass
merchandising chains.
<PAGE>
<PAGE>
Net Sales
In the third quarter of fiscal 1996, net sales increased
11.02% to $305.8 million from $275.4 million in fiscal 1995.
Fiscal 1996 year-to-date sales increased 8.9% to $984.9 from $904.2
in fiscal 1995. This continues a trend of increased sales over the
prior year which began in the second quarter of fiscal 1994. This
trend is attributed to the favorable impact of strategic
initiatives to remodel and reposition Company-operated retail
stores, aggressive merchandising in Company-operated retail stores
which included the introduction of the Preferred Shoppers Club,
expansion of the Company's wholesale distribution territory, the
continuance of a strong economic climate in the Company's primary
market area and the timing of Easter holiday sales.
The Company's strategic initiatives to remodel and reposition
Company-operated retail stores have resulted in the consolidation
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>
1996 1995
--------- ---------
<S> <C> <C>
No. of Company-operated
retail stores:
Beginning of year 38 42
Opened -- --
Closed -- (3)
--------- ---------
End of third quarter 38 39
========= =========
Store Formats:
Rini-Rego Stop-N-Shop 33 34
Rini-Rego Marketplace 5 5
Square footage:
Total - end of quarter 1,841,600 1,852,300
Average store size
(38 stores) 48,463 47,816
</TABLE>
Sales in Company-operated retail stores increased over the
prior year 4.81% during the third quarter and 6.65% year-to-date.
Same store sales increases in the Company's 38 Rini-Rego stores of
5.79% in the third quarter and 8.85% year-to-date, more than offset
sales losses attributed to closed or about to be closed stores.
This continues a trend of same store sales increases which began in
the fourth quarter of fiscal 1994. This increase in same store
sales is the result of the Company's retail remodeling and<PAGE>
<PAGE>
repositioning programs, aggressive merchandising which included the
introduction of its Preferred Shoppers Club and a favorable
economic climate. Additionally, the third quarter was favorably
impacted by the fact that Easter holiday sales fell in the last
week of this year's third quarter. Last year; Easter holiday sales
fell in the first week of the fourth quarter. The timing of Easter
holiday sales accounted for approximately $2.1 million of increased
retail sales in the third quarter of fiscal 1996.
Company programs to remodel and reposition its core stores
have proven successful. The closing of certain non-core stores and
expansion and/or consolidation of certain other core stores have
yielded positive sales growth and improved operating leverage. The
Company completed one significant store remodeling project during
the third quarter of fiscal 1996. The Company also completed one
significant store remodeling project during the third quarter of
fiscal 1995. The Company completed four major remodeling projects
during fiscal 1995 which added approximately 27,500 square feet and
closed four stores representing approximately 116,100 square feet.
The Company anticipates completing a total of four significant
remodeling projects during fiscal 1996 which will add approximately
24,600 square feet to its core stores and has temporarily closed
one store during construction subsequent to the end of the third
quarter.
One of the important factors in the Company's program to
reposition its core stores was the development of the Marketplace
store format. The Marketplace stores are larger (approximately
65,000 square feet) and meet the consumer's basic grocery needs
while offering expanded product lines featuring high quality
perishable departments and a variety of full-service, consumer-
oriented departments. The Company currently has five Marketplace
stores, all of which have been open for one year or more. Due to
favorable consumer response and the continued strong operating
results of this format, the Company is currently constructing two
new Marketplace stores which will open in early fiscal 1997 and
replace existing stores. Additionally, the Company plans to
convert two other Rini-Rego stores to this format later in fiscal
1997.
The Company continued to enhance its market position by
aggressive merchandising campaigns promoted primarily through its
Preferred Shoppers Club. During the first quarter of fiscal 1995,
the Association of Stop-N-Shop Supermarkets, a northeast Ohio
advertising cooperative which includes all the Company-operated
retail stores, introduced a new target marketing campaign, the
Preferred Shoppers Club. This program, the first of its kind in
northeast Ohio, allows the Company to offer its customers greater
value and will enhance the Company's ability to track customer
purchasing habits and preferences. Participating shoppers receive
a card which entitles them to extra markdowns below weekly sales
<PAGE>
<PAGE>
prices. The success of this program has continued to increase
sales in Company-operated retail stores and proven to be a valuable
tool to counter competitive pressures.
The Company expects its trend of same store sales increases to
continue albeit at a lower rate. The Company anticipates same
store sales increases lower than those previously realized during
the last half of fiscal 1995 and the first forty weeks of fiscal
1996 due to the cycling of remodels from the prior year, a full
year of the Preferred Shoppers Club, competitive responses to the
Company's promotional campaigns and the timing of store remodeling
projects. The Company will continue its plans to remodel core
stores focusing on its Marketplace and traditional neighborhood
store formats, with area demographics dictating store format. The
Company will continue to aggressively merchandise through its
Preferred Shoppers Club to augment existing store sales.
Net sales to independently-operated retail stores through the
Company's distribution facilities increased 17.8% during both the
third quarter of fiscal 1996 and 11.4% year to date. 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. During the last twelve months, the Company began
distributing grocery and perishable products to independently-
operated stores in southeast Michigan (December 1994), increased
the number of Hills Department stores it serviced by approximately
10% and began servicing 102 Phar-Mor stores (May 1995).
As a percentage of net sales, gross profit declined from
19.91% in fiscal 1995 to 19.00% during the third quarter of fiscal
1996. Year-to-date, the gross profit percentage was 19.46% in
fiscal 1996 compared to 19.70% in fiscal 1995. The decrease during
the third quarter and year-to-date reflect a shift in the Company's
mix of sales from sales in Company-operated retail stores to sales
to independently-operated retail stores, which traditionally carry
a lower gross profit percentage. Sales in Company-operated retail
stores accounted for 48.98% of total Company sales during the third
quarter of fiscal 1996 compared to 51.90% in the third quarter of
fiscal 1995. Year-to-date sales in Company-operated retail stores
were 50.67% in fiscal 1996 and 51.75% in fiscal 1995. The
Company's provision for LIFO inventories was the same between
years.
Selling, general and administrative (SG&A) expense decreased
between years during both the third quarter, from 17.62% to 16.36%,
and year-to-date, from 17.71% to 17.01%. This decline reflects
the shift in sales mix to more sales to independently-operated
retail stores, which demand less associated SG&A expense. Company
programs to remodel and reposition Company-operated retail stores,
while yielding increased sales and gross profit opportunities, also
require increased SG&A expense, principally occupancy and
depreciation. During the third quarter and through the first forty<PAGE>
<PAGE>
weeks of fiscal 1996, the Company was able to better leverage this
increased SG&A expense against larger sales volumes. Additionally,
the Company continued to achieve productivity gains as a result of
its Total Quality Management initiatives and will continue to use
these as tools to maintain its SG&A costs as a percentage of net
sales.
Interest expense declined $466,000 during the third quarter of
fiscal 1996 and $795,000 year-to-date. Average debt levels,
including capitalized leases, decreased 15.2% year-to-date. This
reduction in average debt levels is primarily the result of
increased net income, lower FIFO inventory levels and the repayment
of approximately $9 million of notes receivable from
independently-operated retail stores during the second quarter of
fiscal 1996. The Company's average interest rate under its bank
credit facilities decreased from approximately 8.45% last year to
approximately 8.28% this year, principally because of decreases in
the Bank's Prime Lending Rate and the Company's utilization of
LIBOR pricing.
The Company provided for income taxes at an effective tax rate
of 41.0% in fiscal 1996 compared to 39.6% in fiscal 1995. Taxes
were provided at the various statutory rates to which the Company
is subject. There were no significant differences between
financial reporting and taxable income. The increase in the
Company's effective tax rate reflects a higher effective federal
tax rate (35% in fiscal 1996 compared to 34% in fiscal 1995) and a
higher state income tax provision due to higher book income. The
Company provides for the franchise tax portion of its state income
tax provision as an operating expense.
CAPITAL RESOURCES AND LIQUIDITY
The Company's primary source of capital historically comes
from internally generated funds. During the first forty weeks of
fiscal 1996, debt levels decreased due to the increase in cash
generated by operations, cash received from the repayment of notes
by independently-operated retail stores and continued benefits from
programs initiated during fiscal 1995 to reduce the Company's
investment in distribution inventories and increase inventory
turns. Debt levels increased during the third quarter as a result
of increased accounts and notes receivable to support new business
and lower trade accounts payable due to the timing of payments.
Operating activities generated $32.8 million of cash in the
first forty weeks of fiscal 1996 compared to $33.6 million in
fiscal 1995. In adjusting net income to net cash provided by
operating activities for fiscal 1996, the major changes in assets
and liabilities include decreases of accounts and notes receivable
of $4.1 million (increase of $ .9 million in fiscal 1995), FIFO
inventories of $2.7 million (decrease of $ .1 million in fiscal
1995) and accounts payable of $2.3 million (increase of $4.2
million in fiscal 1995) and increases in accrued expenses and other<PAGE>
<PAGE>
liabilities of $1.6 million (increase of $8.2 million in fiscal
1995).
The decrease in trade accounts and notes receivable during
fiscal 1996 is due to the repayment of notes by two independent
retailers late in the second quarter of fiscal 1996. These notes,
which totaled approximately $9 million dollars, were partially
offset by increased accounts and notes receivable to support new
business. The decreases in FIFO inventories in both years reflect
seasonal declines and the continuation of Company programs to lower
distribution inventory levels. These programs, which have been
successful at increasing inventory turns, have also resulted in a
larger percentage of FIFO inventories being financed through trade
accounts payable. Trade accounts payable, as a percentage of FIFO
inventories, increased from 48.5% at the end of fiscal 1995 to
54.4% at the end of the third quarter of fiscal 1996. The $8.2
million increase in accrued expenses and other liabilities in
fiscal 1995 was a function of increased accruals under the
Company's incentive bonus program due to improved operating results
and the timing of certain tax payments.
Since cash provided by operating activities was utilized to
reduce borrowings under the Company's revolving lines of credit and
increased inventory turns resulted in a higher trade accounts
payable to FIFO inventory ratio, working capital decreased to $21.5
million from $23.9 million at the end of fiscal 1995. At the same
time, the Company's current ratio decreased from 1.22:1 at the end
of fiscal 1995 to 1.20:1 at the end of the third quarter of fiscal
1996. Lower borrowing levels under the Company's bank credit
facilities reduced the Company's long-term liabilities to equity
ratio from 1.00:1 at the end of fiscal 1995 to .75:1 at the end of
the third quarter of fiscal 1996. The Company has continued to
improve its ratio of liabilities to equity lowering it to 2.15:1 at
the end of the third quarter of fiscal 1996 from 2.61:1 at the end
of fiscal 1995.
Through the third quarter of fiscal 1996, the Company utilized
$21.2 million of cash flow for capital expenditures. This amount
is slightly lower than prior year levels and reflects the Company's
acquisition of its Aurora Road and Cash-N-Carry distribution
facilities, which had previously been leased, and lower retail
capital expenditure levels. The Company used $12.2 million of its
capital expenditures on retail remodeling projects ($18.5 million
last year), $7.8 million for distribution facilities and equipment
($2.1 million last year) and $1.2 million on data processing
systems upgrades ($1.9 million last year).
The Company anticipates that the level of capital expenditures
for fiscal 1996 will be slightly higher than the previous three
fiscal years principally because of the acquisition of previously
leased distribution facilities. Capital expenditure levels will be
maintained in the $30-35 million range over the next four fiscal
years until the Company has completed the remodeling or expansion<PAGE>
<PAGE>
of its core stores. The Company believes that cash flow from
operations and the unused portion of its bank credit facilities
($42.9 million at the end of the third quarter of fiscal 1996) will
adequately fund planned capital expenditures, 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.
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(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)
/s/ Charles A. Rini, Sr.
May 17, 1996 By: Charles A. Rini, Sr.
President and Director
/s/ Ronald W. Ocasek
May 17, 1996 By: Ronald W. Ocasek
Senior Vice President,
Chief Financial Officer
and Treasurer
<PAGE>
SUPPLEMENTAL RETIREMENT PLAN
OF
RISER FOODS, INC.
Preamble
This Plan is designed to enhance the earnings and growth of the
Participating Company. The Plan rewards selected key Employees
with retirement and survivor benefits. Such benefits are intended
to supplement retirement and survivor benefits from other sources.
By providing such supplemental benefits, the Plan enables the
Participating Company to attract superior key Employees, to
encourage them to make careers with the Participating Company, and
to give them additional incentive to make the Participating Company
more profitable.
ARTICLE I. REFERENCES, CONSTRUCTION AND DEFINITIONS
Unless otherwise indicated, all references to articles,
sections and subsections shall be to the Plan as set forth in this
document. The Plan and all rights thereunder shall be construed
and enforced in accordance with ERISA and, to the extent that state
law is applicable, the laws of the State of Ohio. The article
titles and the captions preceding sections and subsections have
been inserted solely as a matter of convenience and in no way
define or limit the scope or intent of any provision. When the
context so requires, the singular includes the plural. Whenever
used herein and capitalized, the following terms shall have the
respective meanings indicated unless the context plainly requires
otherwise.
l.1 Accrued SERP Benefit: The monthly amount determined by
multiplying the Participant's SERP Target Benefit times the
Participant's Vested Percentage.
l.2 Affiliate: The Company, any corporation with respect to
which the Company owns, directly or indirectly, 50 percent or more
of the corporation's outstanding capital stock, and any other
entity the Board designates an Affiliate.
l.3 Authorized Leave of Absence: Either (a) a leave of
absence authorized by the Participating Company provided that the
Employee returns within the period specified, or (b) an absence
required to be considered an Authorized leave of Absence by
applicable law.
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l.4 Beneficiary: The beneficiary or beneficiaries designated
by a Participant pursuant to Article VIII to receive the benefits,
if any, payable on behalf of the Participant under the Plan after
the death of such Participant, or, when there has been no such
designation or an invalid designation, the individual or entity, or
the individuals or entities, who will receive such amount.
1.5 Board: The Board of Directors of the Company.
1.6 Code: The Internal Revenue Code of l986, as now in effect
or as hereafter amended. All citations to sections of the Code are
to such sections as they may from time to time be amended or
renumbered.
1.7 Committee: The Committee provided for in Article VII and
responsible for administering the Plan.
l.8 Company: Riser Foods, Inc., a Delaware corporation, or
any entity which succeeds to its right and obligations with respect
to the Plan.
1.9 Deferred Retirement: Termination of Employment, other
than on account of death, after the date the Participant attains
Normal Retirement Age.
1.10 Disability Retirement: With respect to a Participant who
incurs a Termination of Employment on account of Total Disability,
the Participant shall be deemed to have taken Disability Retirement
upon the earlier of attaining Normal Retirement Age or satisfying
the age and Service requirements for Early Retirement, provided the
Participant's Total Disability continues until such Disability
Retirement.
1.11 Early Retirement: Termination of Employment, other than
on account of death, after attaining age 55 (but prior to attaining
Normal Retirement Age), completing l0 Years of Service, and
completing 5 years of participation in the Plan.
l.12 Effective Date: July l, l994.
l.13 Employee: A person who is a common law employee of the
Participating Company or an Affiliate.
l.14 ERISA: The Employee Retirement Income Security Act of
l974, as now in effect or as hereafter amended. All citations to
sections of ERISA are to such sections as they may from time to
time be amended or renumbered.
l.l5 Insurable Participant: A Participant to whom the
Committee has delivered a writing stating that the Participant is
an Insurable Participant for purposes of this Plan. The
determination of whether a Participant is an Insurable Participant
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shall be made by the Committee in the exercise of its sole and
absolute discretion; provided, however, that the Committee shall
designate a Participant as an Insurable Participant only if an
insurer acceptable to the Committee would, at premium rates
acceptable to the Committee, insure the life of the Participant.
The Committee shall make such determination as soon as practicable
after the Participant commences participation herein, and if the
Participant is an Insurable Participant, shall promptly notify the
Participant.
l.l6 Normal Retirement: Termination of Employment, other than
on account of death, on the date the Participant attains Normal
Retirement Age.
l.l7 Normal Retirement Age: Age 65.
l.18 Participant: As of any date, any individual who
commenced participation in the Plan as provided in Article II and
who is either (a) an Employee, (b) a former Employee who is
eligible for a benefit under the Plan, or (c) a former Employee who
employment terminated on account of Total Disability and who may
later become eligible for a benefit under the Plan.
l.19 Participating Company: The Company or an Affiliate
which, by action of its board of directors or equivalent governing
body and with the written consent of the Board, has adopted the
Plan; provided that the Board may, subject to the foregoing
proviso, waive the requirement that such board of directors or
equivalent governing body effect such adoption. By its adoption of
or participation in the Plan, a Participating Company shall be
deemed to appoint the Company its exclusive agent to exercise on
its behalf all of the power and authority conferred by the Plan
upon the Company and accept the delegation to the Committee of all
the power and authority conferred upon it by the Plan. The
authority of the Company to act as such agent shall continue until
the Plan is terminated as to the Participating Company. The term
"Participating Company" shall be construed as if the Plan
were solely the Plan of such Participating Company, unless the
context plainly requires otherwise.
l.20 Plan: The Supplemental Retirement Plan (SERP) of Riser
Foods, Inc. as contained herein and as it may be amended from time
to time hereafter.
l.21 Plan Administrator: The Committee.
l.22 Retirement: A Participant's Normal Retirement, Early
Retirement, Deferred Retirement or Disability Retirement. The term
"Retire" means the act of taking Retirement.
l.23 SERP Agreement: The agreement the Participating Company
and the Participant enter into pursuant to Article II.
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1.24 SERP Benefit: A Participant's SERP Benefit shall be
determined by multiplying the Participant's Accrued SERP Benefit,
as defined in Section 1.1, with his/her vested percentage as
defined in Section 1.33.
l.25 SERP Target Benefit: A monthly amount equal to the
dollar amount set forth in the Participant's SERP Agreement.
l.26 Service: Employment with the Company or any Affiliate at
the Participant's executive level as of the date of the
Participant's SERP Agreement; provided, however, that Service does
not include periods of employment with an Affiliate rendered prior
to the date the Affiliate became an Affiliate. Service may also
include any period of a Participant's prior employment by any
organization upon such terms and conditions as the Board may
approve. Notwithstanding any provision in the Plan to the
contrary, periods of Total Disability constitute Service.
l.27 Severance: Termination of Employment other than on
account of Retirement, death or Total Disability or discharge for
cause. With respect to a Participant whose employment with the
Participating Company or an Affiliate terminates on account of
Total Disability, Severance shall occur if and when the Total
Disability ceases prior to Disability Retirement and the
Participant does not return to the employment of the Participating
Company or an Affiliate. A "Severed Participant" is a Participant
who has incurred a Severance and who has not again become an
Employee.
1.28 Split-Dollar Benefit Agreement: The split-dollar
insurance benefit agreement between the Participating Company and
the Participant.
l.29 Surviving Spouse: The survivor of a deceased
Participant to whom such deceased Participant was legally married
(as determined by the Committee) immediately before the
Participant's death.
l.30 Termination of Employment: A termination of employment
with the Participating Company or an Affiliate as determined by the
Committee in accordance with reasonable standards and policies
adopted by the Committee; provided, however, that the transfer of
an Employee from employment by one Participating Company or an
Affiliate to employment by another Participating Company or
Affiliate shall not constitute a Termination of Employment; and
provided further that a Termination of Employment shall occur
on the earlier of (a) or (b) where:
(a) is the date as of which an Employee quits, is
discharged, terminates employment in connection with
incurring a Total Disability, Retires or dies, and
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<PAGE>
(b) is the first day of absence of an Employee who fails
to return to employment at the expiration of an
Authorized Leave of Absence.
l.31 Total Disability: A physical or mental condition under
which the Participant qualifies for disability benefits under the
long-term disability plan of the Participating Company; provided,
however, if the Participant is not covered by such plan, the
Participant shall be under a Total Disability if the Participant
would have qualified for disability benefits under the plan were
the Participant covered by the plan. If there is no such plan, the
Participant shall be under a Total Disability if, in the
determination of the Committee in the exercise of its sole and
absolute discretion based upon competent medical evidence, the
Participant's physical or mental condition totally and permanently
prevents the Participant from performing each of the material
duties of the Participant's regular occupation. "Totally Disabled"
means being under a Total Disability.
l.32 Vested Percentage: A Participant's Vested Percentage
shall be zero (0) until the Participant completes two (2) years of
Service (including any credit specifically provided in the
Participant's SERP Agreement). Thereafter, the Participant's
Vested Percentage shall increase by 12.50% for each year of Service
completed as of the Participant's Severance Date. The foregoing
notwithstanding, the Participant's Vested Percentage shall be 100%
if he is at least age 65 as of his Severance Date.
l.33 Years of Plan Participation: With respect to a
Participant, the number of periods of l2 consecutive months (no
month to be counted more than once) of Service completed while the
Participant is a Participant. Because periods of Total Disability
constitute Service, a Totally Disabled Participant continues to
accrue Years of Service during the period of Total Disability.
l.34 Years of Service: With respect to a Participant, the
number of periods of l2 consecutive months (no month to be counted
more than once) of Service. Because periods of Total Disability
constitute Service, a Totally Disabled Participant continues to
accrue Years of Service during the period of Total Disability.
ARTICLE II. ELIGIBILITY AND PARTICIPATION
2.1 Eligibility. An Employee (a) who is a member of the
Participating Company's "select group of management or highly
compensated employees", as defined in Sections 20l(2), 30l(a)(3)
and 40l(a) of ERISA, as amended, and (b) whom the Committee
designates, shall be eligible to become a Participant in the Plan.
<PAGE>
<PAGE>
2.2 Participation. An Employee who is eligible to become a
Participant shall become a Participant upon the execution and
delivery of a SERP Agreement substantially in the form attached
hereto as Exhibit A.
2.3 Duration of Participation. A Participant shall continue
to be a Participant until the later of the Participant's
Termination of Employment, the Participant's Severance, or the date
the Participant is no longer entitled to a benefit under this Plan.
ARTICLE III. RETIREMENT BENEFITS
3.l Normal Retirement Benefits.
(a) Eligibility. Upon a Participant's Normal Retirement the
Participating Company shall pay the Participant the "Normal
Retirement Benefit" described in this Section 3.l.
(b) Commencement and Duration. Payment of the Normal
Retirement Benefit shall begin in the first month following the
participant's Normal Retirement and shall continue in each month
thereafter until l80 payments are made or, if later, the
Participant's death.
(c) Amount. Each monthly payment of the Normal Retirement
Benefit shall equal the Participant's SERP Benefit.
3.2 Early Retirement Benefits.
(a) Eligibility. Upon a Participant's Early Retirement the
Participating Company shall pay the Participant the "Early
Retirement Benefit" described in subSection 3.2(c).
(b) Commencement and Duration. Payment of the Early
Retirement Benefit shall begin in the first month following the
Participant's Early Retirement and shall continue in each month
thereafter until l80 payments are made or, if later, the
Participant's death.
(c) Amount. Each monthly payment of the Early Retirement
Benefit shall equal the Participant's SERP Benefit reduced by .005
percent for each month by which payment begins before the first
month following the month in which the Participant will attain
Normal Retirement Age.
3.3 Deferred Retirement Benefits.
(a) Eligibility. Upon a Participant's Deferred Retirement the
Participating Company shall pay the Participant the "Deferred
Retirement Benefit" described in this Section 3.3.
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<PAGE>
(b) Commencement and Duration. Payment of the Deferred
Retirement Benefit shall begin in the first month following the
Participant's Deferred Retirement and shall continue in each month
hereafter until l80 payments are made or, if later, the
Participant's death.
(c) Amount. Each monthly payment of the Deferred Retirement
Benefit shall equal the Participant's SERP Benefit.
3.4 Disability Retirement Benefits.
(a) Eligibility. Upon a Participant's Disability Retirement
and Participating Company shall pay the Participant the "Disability
Retirement Benefit" described in this Section 3.4.
(b) Commencement and Duration. Payment of the Disability
Retirement Benefit shall begin in the first month following the
Participant's Disability Retirement and shall continue in each
month thereafter until l80 payments are made or, if later, the
Participant's death.
(c) Amount. Each monthly payment of the Severance Benefit
shall equal the Participant's SERP Benefit.
3.5 Payments to Beneficiary.
(a) If a Participant otherwise then entitled to a Retirement
Benefit under this Article III dies before payment of the benefit
has begun, then payment of the Retirement Benefit shall be made to
such Participant's Beneficiary.
(b) If a Participant dies after the Participant has begun
receiving a Retirement Benefit under this Article III but prior to
complete payment of the benefit, then the monthly payments
remaining shall be made to such Participant's Beneficiary.
3.6 Reemployment. If a Retired Participant again becomes an
Employee, there shall be cancelled the Participant's Retirement
Benefit payments payable after the date of reemployment.
Notwithstanding any provision in the Plan to the contrary, the
amount of each monthly payment of the Participant's benefits under
this Plan based on the Participant's subsequent Retirement or
Termination of Service on account of death shall not be less than
the monthly payment of the cancelled Retirement Benefit.
ARTICLE IV. PRE-RETIREMENT DEATH BENEFIT
4.1 Eligibility. Upon the death of a Participant either (a)
while an Employee of the Participating Company or an Affiliate, or
(b) while Totally Disabled but prior to Disability Retirement, the
Participating Company shall pay the Participant's Beneficiary the
"Pre-Retirement Death Benefit" described in this Article IV.<PAGE>
<PAGE>
4.2 Commencement and Duration. Payment of the Pre-Retirement
Death Benefit for an Insurable Participant shall be paid as
provided in the Participant's Split-Dollar Benefit Agreement.
Payment of the Pre-Retirement Death Benefit for a Non-Insurable
Participant, i.e. a Participant who at the time of death has not
received written notification that he or she is an Insurable
Participant, shall begin in the first month following the month of
the Participant's death and shall continue in each month thereafter
until 180 payments are made.
4.3 Amount. The Pre-Retirement Death Benefit for an Insurable
Participant shall be that set forth in the Participant's Split-
Dollar Benefit Agreement. For a Non-Insurable Participant, each
monthly payment shall be that set forth in such Participant's SERP
Agreement.
ARTICLE V. SEVERANCE BENEFITS
5.1 Eligibility. After a Participant's Severance, the
Participating Company shall pay the Participant the "Severance
Benefit" described in this Article V.
5.2 Commencement and Duration. Payment of the Severance
Benefit shall begin the first month following the month in which
the Participant attains Normal Retirement Age and shall continue in
each month thereafter until 180 payments are made or, if later, the
Participant's death.
5.3 Amount. Each monthly payment of the Severance Benefit
shall equal the Participant's SERP Benefit.
5.4 Payments to Beneficiary.
(a) If a Participant entitled to Severance Benefit under this
Article V dies before payment of the benefit has begun, then
payment of the Severance Benefit shall be made to such
Participant's Beneficiary.
(b) If a Participant dies after the Participant has begun
receiving a Severance Benefit under this Article V but prior to
complete payment, then the monthly payments remaining shall be made
to such Participant's Beneficiary.
5.5 Reemployment. If a Severed Participant entitled to a
Severance Benefit again becomes an Employee, there shall be
cancelled the Participant's Severance Benefit and the Participant's
benefits under the Plan shall be based on the Participant's
subsequent Termination of Employment. If a Severed Participant not
entitled to a Severance Benefit again becomes an Employee, such
former Participant shall not commence participation in the Plan
unless the Committee, in the exercise of its discretion, notifies<PAGE>
<PAGE>
the former Participant in writing that the former Participant is
again eligible to participate in the Plan and the former
Participant enters into a new SERP Agreement pursuant to Article
II.
ARTICLE VI. CONDITIONS
6.1 Suicide. Notwithstanding any provision in this Plan to
the contrary, if any Participant dies as a result of suicide within
24 months of entering into the SERP Agreement, then, except as
provided in the Participant's Split-Dollar Benefit Agreement (or
for a Non-Insurable Participant in his SERP Agreement) the
Participant's benefits under the Plan shall be forfeited and no
benefit shall otherwise be paid to the Participant's Beneficiary.
6.2 Non-Competition. Notwithstanding any provision in this
Plan to the contrary, no benefit shall be paid to any Participant
or the Participant's Beneficiary under this Plan if the Participant
engages or becomes interested in any business which competes with
any aspect of the business conducted by the Participating Company
or an Affiliate. For this purpose, a business competes with the
business of the Participating Company or an Affiliate if it is in
the same or similar business as the Participating Company or an
Affiliate and does business in any area in which the Participating
Company or Affiliate does business or in any area in which the
Participating Company or Affiliate will begin doing business in the
foreseeable future, and a Participant shall be deemed to be engaged
in or to be interested in a business if the Participant is an
equity owner, employee, salesman, consultant, director, officer,
lender, investor, agent or affiliated with such a business in any
other capacity whatever. Passive ownership of less than three
percent (3%) of the capital stock of a publicly-traded corporation
shall not be deemed a competitive practice under this Section 6.2.
6.3 Faithful Performance. Anything to the contrary in this
Plan notwithstanding, no benefit shall be paid to any Participant
or the Participant's Beneficiary under this Plan if the
Participant defrauds the Participating Company or an Affiliate,
embezzles money or property of the Participating Company or an
Affiliate, or willfully discloses without authorization and to the
injury of the Participating Company or an Affiliate proprietary or
confidential information of the Participating Company or Affiliate.
ARTICLE VII. ADMINISTRATION OF THE PLAN
7.1 Powers and Duties of the Committee. The Committee shall
have general responsibility for the administration of the Plan
(including but not limited to complying with reporting and
disclosure requirements, and establishing and maintaining Plan
<PAGE>
<PAGE>
records). In the exercise of its sole and absolute discretion, the
Committee shall interpret the Plan's provisions and determine the
eligibility of individuals for benefits.
7.2 Agents. The Committee may engage such legal counsel,
certified public accountants and other advisers and service
providers, who may be advisers or service providers for the
Participating Company or an Affiliate, and made use of such agents
and clerical or other personnel, as it shall require or may deem
advisable for purposes of the Plan. The Committee may rely upon
the written opinion of any legal counsel or accountants engaged by
the Committee, and may delegate to any such agent or to any
subcommittee or member of the Committee its authority to perform
any act hereunder, including, without limitation, those matters
involving the exercise of discretion, provided that such delegation
shall be subject to revocation at any time at the discretion of the
Committee.
7.3 Reports to Board. The Committee shall report to the Board
or to a committee of the Board designated for that purpose, as
frequently as the Board or such committee shall specify, with
regard to the matters for which the Committee is responsible under
the Plan.
7.4 Structure of Committee. The Committee shall consist of
three or more members, each of whom shall be appointed by, shall
remain in office at the will of, and may be removed with or without
cause by, the Board. The initial members of the Committee shall be
the five (5) persons currently serving as Chairman and President,
and as the Executive Compensation Committee, of the Company. Any
member of the Committee may resign at any time. No member of the
Committee shall be entitled to act on or decide any matter relating
solely to such member or any of such member's rights or benefits
under the Plan. In the event the Committee is unable to act in any
matter by reason of the foregoing restriction, the Board shall act
on such matter. Except for employees of the Company who shall not
receive any special compensation for serving as a member of the
Committee, the members of the Committee shall receive compensation
for serving in the capacity as members of the Committee, and all
members shall be reimbursed for any reasonable expenses incurred in
connection therewith. Except as otherwise required by ERISA, no
bond or other security shall be required of the Committee or any
member thereof in any jurisdiction. Any member of the Committee,
any subcommittee or agent to whom the Committee delegates any
authority, and any other person or group of persons, may serve in
more than one fiduciary capacity with respect to the Plan.
7.5 Adoption of Procedures of Committee. The Committee shall
establish its own procedures and the time and place for its
meetings, and provide for the keeping of minutes of all meetings.
A majority of the members of the Committee shall constitute a
quorum for the transaction of business at a meeting of the
Committee. Any action of the Committee may be taken upon the<PAGE>
<PAGE>
affirmative vote of a majority of the members of the Committee at
a meeting. The Committee may also act without meeting by unanimous
written consent.
7.6 Instructions for Payments. All requests of or directions
to the Participating Company for payment or disbursement shall be
signed by a member of the Committee or such other person or persons
as the Committee may from time to time designate in writing. This
person shall cause to be kept full and accurate accounts of
payments and disbursements under th Plan.
7.7 Claims for Benefits. All claims for benefits under the
Plan shall be submitted in writing to the Committee. Within a
reasonable period of time the Committee shall decide the claim by
majority vote in the exercise of its sole and absolute discretion.
Written notice of the decision on each such claim shall be
furnished within 90 days after receipt of the claim; provided that,
if special circumstances require an extension of time for
processing the claim, an additional 90 days from the end of the
initial period shall be allowed for processing the claim, in which
event the claimant shall be furnished with a written notice of the
extension prior to the termination of the initial 90-day period
indicating the special circumstance requiring an extension. If the
claim is wholly or partially denied, such written notice shall
set forth an explanation of the specific findings and conclusions
on which such denial is based. A claimant may review all pertinent
documents and may request a review by the Committee of such a
decision denying the claim. Such a request shall be made in
writing and filed with the Committee within 60 days after delivery
to said claimant of written notice of said decision. Such written
request for review shall contain all additional information which
the claimant wishes the Committee to consider. The Committee may
hold any hearing or conduct any independent investigation which it
deems necessary to render its decision, and the decision on review
shall be made as soon as possible after the Committee's receipt of
the request for review. Written notice of the decision on review
shall be furnished to the claimant within 60 days after receipt by
the Committee of a request for review, unless special circumstances
require an extension of time for processing, in which event an
additional 60 days shall be allowed for review and the claimant
shall be so notified in writing. Written notice of the decision on
review shall include specific reasons for such decision. For all
purposes under the Plan, such decisions on claims (where no review
is requested) and decisions on review (where review is requested)
shall be final, binding andconclusive on all interested parties as
to any matter of fact or interpretation relating to the Plan.
7.8 Hold Harmless. To the maximum extent permitted by law, no
member of the Committee shall be personally liable by reason of any
contract or other instrument executed by such member or on such
member's behalf in such member's capacity as a member of the
Committee nor for any mistake of judgment made in good faith, and
the Participating Company shall indemnify and hold harmless,<PAGE>
<PAGE>
directly from its own assets (including the proceeds of any
insurance policy the premiums of which are paid from the Company's
own assets), each member of the Committee and each other officer,
employee, or director of the Participating Company or an Affiliate
to whom any duty or power relating to the administration or
interpretation of the Plan against any cost or expense (including
counsel fees) or liability (including any sum paid in settlement of
a claim with the approval of the Participating Company) arising out
of any act or omission to act in connection with the Plan unless
arising out of such person's own fraud or bad faith.
7.9 Service of Process. The Secretary of the Participating
Company or such other person designated by the Board shall be the
agent for service of process under the Plan.
ARTICLE VIII. DESIGNATION OF BENEFICIARIES
8.1 Beneficiary Designation. Every Participant shall file
with the Committee a written designation (in substantially the form
attached hereto as Exhibit B) of one or more persons as the
Beneficiary who shall be entitled to receive the benefits, if any,
payable under the Plan after the Participate's death. A
Participant may from time to time revoke or change such Beneficiary
designation without the consent of any prior Beneficiary by filing
a new designation with the Committee. The last such designation
received by the Committee shall be controlling; provided, however,
that no designation, or change or revocation thereof, shall be
effective unless received by the Committee prior to the
Participant's death, and in no event shall it be effective as of
any date prior to such receipt. All decisions of the Committee
concerning the effectiveness of any Beneficiary designation, and
the identity of any Beneficiary, shall be final. If a Beneficiary
shall die after the death of the Participant and prior to receiving
the payment(s) that would have been made to such Beneficiary had
such Beneficiary's death not occurred, and no contingent
Beneficiary has been designated, then for the purpose of the Plan
the payment(s) that would have been received by such Beneficiary
shall be made to the Beneficiary's estate.
8.2 Failure to Designate Beneficiary. If no Beneficiary
designation is in effect at the time of a Participant's death, the
benefits, if any, payable under the Plan after the Participant's
death shall be made to the Participant's Surviving Spouse, if any,
or if the Participant has no Surviving Spouse, to the Participant's
estate. If the Committee is in doubt as to the right of any person
to receive such benefits, the Committee may direct the
Participating Company to withhold payment, without liability for
any interest thereon, until the rights thereto are determined, or
the Committee may direct the Participating Company to pay any such
amount into any court of appropriate jurisdiction and such payment
shall be a complete discharge of the liability of the Participating
Company therefor.<PAGE>
<PAGE>
ARTICLE IX. WITHDRAWAL OF PARTICIPATING COMPANY
9.1 Withdrawal of Participating Company. The Participating
Company (other than the Company) may withdraw from participation in
the Plan by giving the Board prior written notice approved by
resolution by its board of directors or similar governing body
specifying a withdrawal date, which shall be the last day of a
month at least 30 days subsequent to the date which notice is
received by the Board. The Participating Company shall withdraw
from participating in the Plan if and when it ceases to be either
a division of the Company or an Affiliate. The Board may require
the Participating Company to withdraw from the Plan, as of any
withdrawal date the Board specifies.
9.2 Effect of Withdrawal. The Participating Company's
withdrawal from the Plan shall not in any way reduce or otherwise
affect benefits accrued and vested as of the date of withdrawal.
With respect to former Employees, "accrued and vested benefits" are
benefits to which the former Employees are entitled under the
provisions of the Plan as the provisions existed immediately before
the withdrawal. With respect to Employees, "accrued and vested
benefits" are the benefits to which the Employees would be entitled
under the provisions of the Plan as the provisions existed
immediately before the withdrawal if their employment had
terminated (other than one account of death or Total Disability) on
the day before the withdrawal.
Withdrawal from the Plan by any Participating Company shall not
in any way affect any other Participating Company's participation
in the Plan.
ARTICLE X. AMENDMENT OR TERMINATION OF THE PLAN
10.1 Right to Amend or Terminate Plan.
(a) The Board reserves the right at any time to amend or
terminate the Plan, in whole or in part, and for any reason and
without the consent of any Participating Company, Participant, or
Beneficiary. Each Participating Company by its participation in
the Plan shall be deemed to have delegated this authority to the
Board. Upon a Change in Control of the Company, the provisions of
the Plan shall become forever fixed and unalterable, and any
attempt to amend or terminate the Plan after the Change in Control
shall be void and of no effect. "Change in Control" shall be the
occasion when the Company is no longer its own independent parent
entity.
(b) In no event shall an amendment or termination made prior
to a Change in Control, reduce or otherwise affect benefits accrued
and vested as of the date of the amendment or termination. With
respect to Participants who are former Employees when the<PAGE>
<PAGE>
amendment or termination takes effect, "accrued and vested
benefits" are benefits to which such Participants are entitled
under the provisions of the Plan as the provisions existed
immediately before the amendment or termination takes effect. With
respect to Participants who are Employees or under a Total
Disability when the amendment or termination takes effect, "accrued
and vested benefits" are the benefits to which the Employees would
be entitled under the provisions of the Plan as the provisions
existed immediately before the amendment or termination takes
effect if their employment had terminated (other than on
account of death or Total Disability) on the day before the
Amendment or termination.
10.2 Notice. Notice of any amendment or termination of th Plan
shall be given by the Board or the Committee, whichever adopts the
amendment, to the other and all Participating Companies.
ARTICLE XI. ADDITIONAL PROVISIONS
11.1 No Right to Continued Employment. Nothing contained in
the Plan shall give any Employee the right to be retained in the
employment of the Participating Company of Affiliate or affect the
right of any such employer to dismiss any Employee. The adoption
and maintenance of the Plan shall not constitute a contract between
any Participating Company and Employee or consideration for, or an
inducement to or condition of, the employment of any Employee.
11.2 Payment on Behalf of Payee. If the Committee shall find
that any person to whom any amount is payable under the Plan is
unable to care for such person's affairs because of illness or
accident, or is a minor, or has died, then any payment due such
person or such person's estate (unless a prior claim therefor has
been made by a duly appointed legal representative) may, if the
Committee so elects, be paid to such person's spouse, a child, a
relative, an institution maintaining or having custody of such
person, or any other person deemed by the Committee to be a proper
recipient on behalf of such person otherwise entitled to payment.
Any such payment shall be a complete discharge of the liability of
the Plan and the Participating Company therefor.
11.3 Nonalienation. No interest, expectancy, benefit, payment,
claim or right of any Participant or Beneficiary under the Plan
shall be (a) subject in any manner to any claims of any creditor of
the Participant or Beneficiary, (b) subject to the debts,
contracts, liabilities or torts of the Participant or Beneficiary
or (c) subject to alienation by anticipation, sale, transfer,
assignment, bankruptcy, pledge, attachment, charge or encumbrance
of any kind. If any person shall attempt to take any action
contrary to this Section, such action shall be null and void and of
no effect, and the Committee and of the Participating Company shall
disregard such action and shall not in any manner be bound thereby<PAGE>
<PAGE>
and shall suffer no liability on account of its disregard thereof.
if the Participant, Beneficiary, or any other beneficiary hereunder
shall become bankrupt or attempt to anticipate, alienate, sell,
assign, pledge, encumber, or charge any right hereunder, then such
right or benefit shall, in the discretion of the Committee, cease
and terminate, and in such event, the Committee may hold or apply
the same or any part thereof for the benefit of the Participant or
Beneficiary or the spouse, children, or other dependents of the
Participant or Beneficiary, or any of them, in such manner and in
such amounts and proportions as the Committee may deem proper.
11.4 Missing Payee. If the Committee cannot ascertain the
whereabouts of any person to whom a payment is due under the Plan,
and if, after five years from the date such payment is due, a
notice of such payment due is mailed to the last known address of
such person, as shown on the records of the Committee or the
Company, and within three months after such mailing such person has
not made written claim therefor, the Committee, if it so elects,
after receiving advice from counsel to the Plan, may direct that
such payment and all remaining payments otherwise due to such
person be cancelled on the records of the Plan and the amount
thereof forfeited, and upon such cancellation, the Participating
Company shall have no further liability therefor, except that, in
the event such person later notifies the Committee of such person's
whereabouts and requests the payment or payments due to such
person under the Plan, the amounts otherwise due but unpaid shall
be paid to such person without interest for late payment.
11.5 Required Information. Each Participant shall file with
the Committee such pertinent information concerning himself or
herself, such Participant's Beneficiary, or such other person as
the Committee may specify, and no Participant, Beneficiary, or
other person shall have any rights or be entitled to any benefits
under the Plan unless such information is filed by or with respect
to the Participant.
11.6 No Trust or Funding Created. The obligations of the
participating Company to make payments hereunder shall constitute
a liability of the Participating Company to a Participant or
Beneficiary, as the case may be. Such payments shall be made from
the general funds of the Participating Company, and the
Participating Company shall not be required to establish or
maintain any special or separate fund, or purchase or acquire life
insurance on a Participant's life, or otherwise to segregate assets
to assure that such payment shall be made, and neither a
Participant nor a Beneficiary shall have any interest in any
particular asset of the Participating Company by reason of its
obligations hereunder. Nothing contained in the Plan shall create
or be construed as creating a trust of any kind or any other
fiduciary relationship between the Participating Company and a
Participant or any other person. The rights and claims of a
Participant or a Beneficiary to a benefit provided hereunder shall
have no greater or higher status than the rights and claims of any<PAGE>
<PAGE>
other general, unsecured creditor of the Participating Company.
11.7 Binding Effect. Obligations incurred by the Participating
Company pursuant to this Plan shall be binding upon and inure to
the benefit of the Participating Company, its successors and
assigns, and the Participant and the Participant's Beneficiary.
11.8 Merger or Consolidation. In the event of a merger or a
consolidation by the Participating Company with another
corporation, or the acquisition of substantially all of the
assets or outstanding stock of the Participating Company by another
corporation, then and in such event the obligations and
responsibilities of the Participating Company under this Plan
shall be assumed by any such successor or acquiring corporation,
and all of the rights, privileges and benefits of the Participants
and Beneficiaries hereunder shall continue.
11.9 Entire Plan. This document, any written amendments
hereto, the SERP Agreements and the Split-Dollar Benefit Agreements
contain all the terms and provisions of the Plan and shall
constitute the entire Plan, any other alleged terms or provisions
being of no effect.
IN WITNESS WHEREOF, the Company has caused this Plan to be
executed as of this 1st day of July, 1994.
RISER FOODS, INC.
By:
Charles A. Rini, President
ATTEST:
Thomas A. Rego, Secretary
<PAGE>
<PAGE>
EXHIBIT A
SERP AGREEMENT
THIS SERP AGREEMENT is made as of this day of
, 1995 by and
between Riser Foods, Inc. (the "Employer") and
, an employee of the
Employer (the "Participant").
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Employer has adopted the
Supplemental Retirement Plan of Riser Foods, Inc. (the "Plan") for
the purpose of providing additional incentives to a select group of
highly compensated or management employees of the Employer; and
WHEREAS, the Participant has been selected for participation
in the Plan;
WHEREAS, this Agreement is made to evidence the Participant's
participation in the Plan and to set forth certain bases for
determining the Participant's benefits under the Plan.
NOW, THEREFORE, the Employer and the Participant hereby agree
as follows:
1. Incorporation of Plan. The Plan (and all its
provisions), as it now exists and as it may be amended hereafter,
is incorporated herein and made a part of this Agreement.
2. Definitions. When used herein, terms that are defined in
the Plan shall have the meanings given them in the Plan unless a
different meaning is clearly required by the context.
3. No Interest Created. Neither the Participant, the
Participant's Beneficiary, nor any other person claiming under the
Participant shall have any interest in any assets of the
Employer, including policies of insurance. The Participant and
such Beneficiary shall have only the right to receive benefits
under and subject to the terms and provisions of the Plan and this
Agreement.
4. SERP Target Benefit. The Participant's SERP Target
Benefit is $ .
[5. Pre-Reitrement Death Benefit. The Participant is a
Non-Insurable Participant and, pursuant to Section 4.1 of the Plan,
the Participant's Pre-Retirement Death Benefits are those set forth
on the attached Schedule 5.]<PAGE>
<PAGE>
6. Years of Service. As of the date of this Agreement, the
Participant has Years of Service.
7. Non-Competition. As provided in the Plan, the Employer
shall have no obligation to pay any benefits to or on behalf of the
Participant if the Participant is in violation of the provisions or
spirit of Section 6.2 of the Plan or the Participant otherwise
associates with or becomes interested in a business which competes
with the Employer or an Affiliate.
8. Faithful Performance. As provided in the Plan, the
Employer shall have no obligation to pay any benefits to or on
behalf of the Participant if the Participant defrauds the
Employer or an Affiliate, embezzles money or property of the
Employer or an Affiliate, or willfully discloses without
authorization and to the injury of the Employer or an Affiliate
proprietary or confidential information.
9. Suicide. As provided in the Plan, except as provided in
the Participant's Split-Dollar Benefit Agreements (or if Section 5
is applicable with respect to a Non-Issuable Participant, then
except as provided in said Participant's SERP Agreement), the
Employer shall have no obligation to pay any benefits on behalf of
the Participant if the Participant commits suicide with 12 months
of the date of this Agreement.
10. Entirement Agreement. This Agreement contains the entire
agreement and understanding of the Employer and the Participant
with respect to the matters contained herein and supersedes and
replaces all prior agreements and understandings, written or oral,
with respect thereto.
IN WITNESS WHEREOF, the parties have executed this Agreement in
duplicate originals on the date and year first above written.
"COMPANY"
By:
President
"PARTICIPANT"
Name<PAGE>
<PAGE>
EXHIBIT B
BENEFICIARY DESIGNATION
TO: Administrative Committee of Supplemental Retirement Plan
(SERP") of Riser Foods, Inc.
FROM: Name:
Address:
Social Security No.:
I, a Participant in the SERP, hereby name the following person
or persons, entity or entities (herein called "Designated
Beneficiary(ies)") to receive such amounts, if any, that are
payable under the SERP after may death (herein called "Survivor
Benefits"):
Social
Name and Relationship Address Security No.
1.
2.
3.
4.
<PAGE>
<PAGE>
If my Survivor Benefits, if any, are to be paid to more than
one Designated Beneficiary, I understand that such Survivor
Benefits shall be divided equally between or among such Designated
Beneficiaries.
If any Designated Beneficiary(ies) named above is (are) not in
existence at my death or dies before all Survivors Benefits have
been paid to such Designated Beneficiary(ies), then I name the
following Contingent Designated Beneficiary(ies) to receive the
benefit that such Designated Beneficiary would have received:
Social
Name and Relationship Address Security No.
Contingent Beneficiary to Designated Beneficiary No. :
Contingent Beneficiary to Designated Beneficiary No. :
Contingent Beneficiary to Designated Beneficiary No. :
Contingent Beneficiary to Designated Beneficiary No. :
I understand that if a Designated Beneficiary dies before I do
and there is no Contingent Designated Beneficiary names to take
such Designated Beneficiary's share, then the Survivor Benefits
will be paid to my surviving spouse, if any, and if not to my
estate.<PAGE>
<PAGE>
I further understand that if a Designated Beneficiary dies
after I do but before all Survivor Benefit payments have been made
to such Designated Beneficiary and there is no contingent
Designated Beneficiary named to take such Designated Beneficiary's
share, then the remaining payments will be made to the Designated
Beneficiary's estate. If a Contingent Designated Beneficiary dies
before all Survivor Benefits have been made to such beneficiary,
then the remaining payments shall be made to such Contingent
Beneficiary's estate.
I understand that this Beneficiary Designation Form shall
remain in effect until revoked by me in writing or until superseded
by my execution and delivery of a substitute Beneficiary
Designation Form. I understand that no such revocation or
substitute Beneficiary Designation Form will be effective until it
is actually received by the Committee.
I understand that Survivor Benefit payments will have federal
and state tax consequences and that such consequences may depend on
the identify of the beneficiary of such payments (for example,
whether the Beneficiary is my spouse); and I acknowledge that I
have been advised to consult an independent, professional tax
advisor before completing this Beneficiary Designation Form.
Participant's Signature
Date:
<PAGE>
<PAGE>
SUPPLEMENTAL RETIREMENT PLAN (SERP)
OF
RISER FOODS, INC.
F:\CLIENTS\6064\681\82.PAM<PAGE>
<PAGE>
SUPPLEMENTAL RETIREMENT PLAN
OF
RISER FOODS, INC.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
Preamble
<S> <C> <C> <C>
ARTICLE I. REFERENCES, CONSTRUCTION AND DEFINITIONS
1.1 Accrual Fraction 1
l.2 Accrued SERP Benefit 1
l.3 Affiliate 1
1.4 Authorized Leave of Absence 1
1.5 Beneficiary 2
l.6 Board 2
l.7 Code 2
l.8 Committee 2
l.9 Company 2
l.l0 Deferred Retirement 2
1.11 Disability Retirement 2
l.l2 Early Retirement 2
l.l3 Effective Date 2
l.l4 Employee 2
l.l5 ERISA 2
l.l6 Insurable Participant 3
l.l7 Normal Retirement 3
l.l8 Normal Retirement Age 3
l.19 Participant 3
l.20 Participating Company 3
l.21 Plan 3
l.22 Plan Administrator 3
l.23 Retirement 3
l.24 SERP Agreement 4
l.25 SERP Target Benefit 4
l.26 Service 4
l.27 Severance 4
l.28 Split-Dollar Benefit Agreement 4
l.29 Surviving Spouse 4
l.30 Termination of Employment 4
l.31 Total Disability 5
l.32 Vested Percentage 5
l.33 Years of Plan participating 5
l.34 Years of Service 5
ARTICLE II. ELIGIBILITY AND PARTICIPATION
2.1 Eligibility 5
2.2 Participation 5
2.3 Duration of Participation 6
/TABLE
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ARTICLE III. RETIREMENT BENEFITS 6
3.1 Normal Retirement Benefits 6
3.2 Early Retirement Benefits 6
3.3 Deferred Retirement Benefits 6
3.4 Disability Retirement Benefits 7
3.5 Payments to Beneficiary 7
3.6 Reemployment 7
ARTICLE IV. PRE-RETIREMENT DEATH BENEFIT
4.l Eligibility 7
4.2 Commencement and Duration 7
4.3 Amount 8
ARTICLE V. SEVERANCE BENEFITS
5.l Eligibility 8
5.2 Commencement and Duration 8
5.3 Amount 8
5.4 Payments to Beneficiary 8
5.5 Reemployment 8
ARTICLE VI. CONDITIONS
6.l Suicide 9
6.2 Noncompetition 9
6.3 Faithful Performance 9
ARTICLE VII. ADMINISTRATION OF THE PLAN
7.1 Powers and Duties of the Committee9
7.2 Agents 9
7.3 Reports to Board 10
7.4 Structure of Committee 10
7.5 Adoption of Procedures of Committee10
7.6 Instructions for Payment 10
7.7 Claims for Benefits 10
7.8 Hold Harmless 11
7.9 Service of Process 11
ARTICLE VIII. DESIGNATION OF BENEFICIARIES
8.l Beneficiary Designation 12
8.2 Failure to Designate Beneficiary12
ARTICLE IX. WITHDRAWAL OF PARTICIPATING COMPANY
9.l Withdrawal of Participating Company12
9.2 Effect of Withdrawal 12
/TABLE
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ARTICLE X. AMENDMENT OR TERMINATION OF THE PLAN
l0.l Right to Amend or Terminate Plan13
l0.2 Notice 13
ARTICLE XI. GENERAL PROVISIONS AND LIMITATIONS
ll.l No Right to Continued Employment14
ll.2 Payment on Behalf of Payee 14
ll.3 Nonalienation 14
ll.4 Missing Payee 14
ll.5 Required Information 15
ll.6 No Trust or Funding Created 15
ll.7 Binding Effect 15
ll.8 Merger or Consolidation 15
ll.9 Entire Plan 16
</TABLE>
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 Consolidated Condensed Financial
Statements for the third quarter ended April 6, 1996 and is qualified in its
entirety by reference to such 10-Q for the third quarter ended April 6, 1996.
</LEGEND>
<CIK> 0000037180
<NAME> RINI-REGO SUPERMARKETS, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> QTR-3
<FISCAL-YEAR-END> JUN-29-1996
<PERIOD-START> JUL-02-1995
<PERIOD-END> APR-06-1996
<CASH> 3,996
<SECURITIES> 0
<RECEIVABLES> 40,026
<ALLOWANCES> 0
<INVENTORY> 69,800
<CURRENT-ASSETS> 129,394
<PP&E> 197,328
<DEPRECIATION> 72,050
<TOTAL-ASSETS> 267,734
<CURRENT-LIABILITIES> 107,930
<BONDS> 0
<COMMON> 81
0
0
<OTHER-SE> 85,041
<TOTAL-LIABILITY-AND-EQUITY> 267,734
<SALES> 984,857
<TOTAL-REVENUES> 984,857
<CGS> 793,190
<TOTAL-COSTS> 793,190
<OTHER-EXPENSES> 167,507
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,106
<INCOME-PRETAX> 19,880
<INCOME-TAX> 8,151
<INCOME-CONTINUING> 11,729
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,729
<EPS-PRIMARY> 1.45
<EPS-DILUTED> 1.45
</TABLE>
