<PAGE> 1
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 MAY 1, 1999 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _____ to _____
Commission File Number 0-7264
PAUL HARRIS STORES, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-0907402
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6003 GUION RD., INDIANAPOLIS, IN 46254
(Address of principal executive offices) (Zip Code)
(317) 293-3900
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
-----
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes X No
-----
As of June 2 1999, 10,817,314 common shares were outstanding.
<PAGE> 2
INDEX
PAUL HARRIS STORES, INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Item 1. Financial Statements Page #
<S> <C>
Consolidated Balance Sheets - May 1, 1999,
January 30, 1999 and May 2, 1998 3
Consolidated Statements of Income -- For the thirteen
weeks ended May 1, 1999 and May 2, 1998 4
Consolidated Statements of Cash Flows -- For the thirteen
weeks ended May 1, 1999 and May 2, 1998 5
Consolidated Statements of Shareholders' Equity -- For the
thirteen weeks ended May 1, 1999 and May 2, 1998 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosure About Market Risk 13
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 14
</TABLE>
2
<PAGE> 3
PAUL HARRIS STORES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
May 1, January 30, May 2,
1999 1999 1998
----------- ----------- ----------
(unaudited) (unaudited)
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 3,709 $ 7,429 $ 17,995
Merchandise inventories 38,956 34,638 28,531
Construction allowances receivable 2,550 4,977 1,957
Other receivables 837 902 248
Prepaid expenses 1,306 1,381 1,496
Deferred income taxes -- -- 90
--------- ------- ------
Total current assets 47,358 49,327 50,317
--------- ------- ------
Property, fixtures and equipment
Land, building and improvements 6,026 6,013 5,895
Store fixtures and equipment 38,662 38,229 27,900
Leasehold improvements and other 32,287 27,981 21,692
--------- ------- ------
76,975 72,223 55,487
Less: accumulated depreciation and amortization (23,349) (21,611) (17,823)
--------- ------- ------
Property, fixtures and equipment, net 53,626 50,612 37,664
Deferred income taxes -- -- 827
Other assets 4,798 746 765
--------- ------- ------
Total assets $ 105,782 100,685 89,573
========= ======= ======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 9,974 $ 15,082 9,118
Compensation and related taxes 2,038 1,245 1,702
Income taxes payable -- -- 766
Deferred income taxes 1,235 1,235 --
Other accrued expenses 5,846 5,114 5,211
Current maturities of long-term debt 1,780 120 1,890
--------- ------- ---------
Total current liabilities 20,873 22,796 18,687
--------- ------- ---------
Long-term debt 7,150 1,690 --
Deferred income taxes 2,862 2,577 --
Other non-current liabilities 3,638 3,121 3,248
Shareholders' equity
Preferred stock (no par value)
Authorized 1,000,000 shares; none issued
Common stock (no par value)
Authorized 20,000,000 shares; issued
11,299,000, 11,299,000 and 11,262,000 respectively 17,793 17,793 17,387
Additional paid-in capital 14,011 14,011 13,933
Unamortized restricted stock (144) (219) --
Retained earnings 44,015 43,332 36,318
--------- ------- ---------
75,675 74,917 67,638
Less: common stock in treasury, at cost
500,000, 500,000 and -0- respectively 4,416 4,416 --
--------- ------- ---------
Total shareholders' equity 71,259 70,501 67,638
--------- ------- ---------
Total liabilities and shareholders' equity $ 105,782 100,685 $ 89,573
========= ======= =========
</TABLE>
See accompanying "Notes To Consolidated Financial Statements".
3
<PAGE> 4
PAUL HARRIS STORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
(Dollars in thousands, except for per share data)
<TABLE>
<CAPTION>
For the thirteen weeks ended
----------------------------
May 1, May 2,
1999 1998
------- -------
<S> <C> <C>
Net sales $58,442 $52,278
Cost of sales, including certain occupancy expenses
exclusive of depreciation 37,696 31,981
------- -------
Gross income 20,746 20,297
Selling, general and administrative expenses 18,180 16,370
Depreciation and amortization 1,768 1,469
------- -------
Operating income 798 2,458
Interest and other income, net 294 123
------- -------
Income before income taxes 1,092 2,581
Provision for income taxes 409 1,009
------- -------
Net income $ 683 $ 1,572
======= =======
Basic earnings per share $ 0.06 $ 0.14
======= =======
Weighted average number of shares outstanding 10,799 11,260
======= =======
Diluted earnings per share $ 0.06 $ 0.14
======= =======
Weighted average number of shares and
share equivalents outstanding 10,979 11,554
======= =======
</TABLE>
See accompanying "Notes To Consolidated Financial Statements".
4
<PAGE> 5
PAUL HARRIS STORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(Dollars in thousands)
<TABLE>
<CAPTION>
For the thirteen weeks ended
----------------------------
May 1, May 2,
1999 1998
----------- -----------
<S> <C> <C>
Cash flow from operating activities:
Net income $ 683 $ 1,572
Adjustments to reconcile net income to cash provided:
Depreciation and amortization 1,768 1,469
Restricted stock expense 75 --
Deferred income taxes 285 159
(Increase) decrease in current assets:
Merchandise inventories 877 3,409
Construction allowances receivable 2,427 969
Other receivables 65 156
Prepaid expenses 75 (137)
Increase (decrease) in current liabilities:
Accounts payable (5,108) (3,607)
Compensation and related taxes 793 (1,078)
Income taxes payable -- 389
Other accrued expenses 732 866
Other 493 133
-------- --------
Net cash flow from operating activities 3,165 4,300
-------- --------
Cash flow for investing activities:
Additions to fixed assets (2,175) (4,317)
Business acquisition (11,830) --
-------- --------
Net cash flow from investing activities (14,005) (4,317)
-------- --------
Cash flow (for) from financing activities:
Net proceeds (repayment) of long-term debt 7,120 (40)
Proceeds from issuance of common stock and
related tax benefits -- 62
-------- --------
Net cash flow (for) from financing activities 7,120 22
-------- --------
Cash (used) provided $ (3,720) $ 5
======== ========
Cash and cash equivalents:
At beginning of period $ 7,429 $ 17,990
At end of period 3,709 17,995
-------- --------
Cash (used) provided $ (3,720) $ 5
======== ========
</TABLE>
See accompanying "Notes To Consolidated Financial Statements".
5
<PAGE> 6
PAUL HARRIS STORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
UNAUDITED
(in thousands)
<TABLE>
<CAPTION>
For the thirteen For the thirteen
weeks ended weeks ended
May 1, 1999 May 2, 1998
-------------------------- -----------------------
SHARES AMOUNT SHARES AMOUNT
------ ----------- ------ ---------
<S> <C> <C> <C> <C>
PREFERRED STOCK (1,000 AUTHORIZED):
COMMON STOCK (20,000 AUTHORIZED):
Beginning balance 10,799 $ 17,793 11,256 $ 17,354
Exercise of stock options -- -- 6 33
------ ----------- ------ --------
Ending balance 10,799 $ 17,793 11,262 $ 17,387
====== =========== ====== ========
ADDITIONAL PAID IN CAPITAL:
Beginning balance $ 14,011 $ 13,904
Tax benefit on exercise of stock options -- 29
----------- --------
Ending balance $ 14,011 $ 13,933
=========== ========
RESTRICTED STOCK:
Beginning balance $ (219) $ --
Amortization of restricted stock 75 --
----------- --------
Ending balance $ (144) $ --
=========== ========
RETAINED EARNINGS:
Beginning balance $ 43,332 $ 34,746
Net income 683 1,572
----------- --------
Ending balance $ 44,015 $ 36,318
=========== ========
TREASURY STOCK:
Beginning balance 500 $ 4,416 -- $ --
Purchase of treasury stock -- -- -- --
------ ----------- ------ --------
Ending balance 500 $ 4,416 -- $ --
====== =========== ====== ========
</TABLE>
See accompanying "Notes To Consolidated Financial Statements."
6
<PAGE> 7
PAUL HARRIS STORES, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include the
accounts of Paul Harris Stores, Inc. and its subsidiaries (the "Company"). The
Company is a specialty retailer known for its branded private-label apparel and
accessories for women.
The unaudited consolidated financial statements of the Company have been
prepared in accordance with instructions to Form 10-Q and Article 10 of
Regulation S-X and accordingly certain information and footnote disclosures have
been condensed or omitted. These condensed financial statements should be read
in conjunction with the financial statements and notes thereto included in the
Company's January 30, 1999, Annual Report on Form 10-K.
In the opinion of management, all adjustments, which include only normal
recurring adjustments, necessary to present fairly the financial position,
results of operations and cash flows for the period ended May 1, 1999, and for
all other periods presented, have been made.
The Company's fiscal year ends on the Saturday closest to January 31. All
references in this report to fiscal years are to the calendar years in which
such fiscal years began. For example, fiscal 1999 refers to the fiscal year that
began on January 31, 1999, and will end on January 29, 2000.
The results of operations for the first quarter of fiscal 1999 are not
necessarily indicative of the results to be expected for all of fiscal 1999. The
Company has historically produced a majority of its income in the fourth quarter
of the fiscal year due to the stronger sales experienced during the month of
December.
Certain amounts in the prior periods have been reclassified to conform with the
current period presentation.
2. EARNINGS PER SHARE
Basic earnings per share are based on the weighted average number of common
shares outstanding during the quarter. Diluted earnings per share are based on
the weighted average number of common and common equivalent shares (dilutive
stock options) outstanding during the quarter. The following table reconciles
the numerators and denominators used in the basic and diluted earnings per share
computations:
<TABLE>
<CAPTION>
For the thirteen weeks ended
----------------------------
May 1, 1999 May 2, 1998
------------------------------------------------------------
Net Income Shares Net Income Shares
<S> <C> <C> <C> <C>
Basic earnings and outstanding shares $ 683 10,799 $1,572 11,260
Effect of dilutive options -- 180 -- 294
------ ------ ------ ------
Diluted earnings and outstanding equivalent shares $ 683 10,979 $1,572 11,554
====== ====== ====== ======
</TABLE>
3. LONG-TERM DEBT AND CREDIT ARRANGEMENTS
The Company has a committed credit facility of $30,000, which may be used for
letters of credit or direct borrowings ("Credit Facility"). The Credit Facility
is intended to provide the Company with cash and liquidity to conduct its
operations. The Credit Facility was modified on April 19, 1999 to extend its
term to June 30, 2000 and to allow the Company to borrow a maximum of $10,000
under the Credit Facility as a term note. The term note requires only monthly
interest payments with an interest rate equaling the prime rate (as defined in
the Credit Facility) or the LIBOR interest rate (as defined in the Credit
Facility) plus 2.0 percent. The Credit Facility remains unchanged with respect
to letter of credit issuance fees, covenants and stock repurchase restrictions
and collateralization of the Credit Facility. As of May 1, 1999, $7,150 was
borrowed under the term note arrangement and no direct borrowings under the
revolving credit
7
<PAGE> 8
commitment. The balance of outstanding letters of credit was $5,873 and the
amount of available borrowings under the borrowing formula of the Credit
Facility was $13,300 at May 1, 1999.
4. ACQUISITION OF ASSETS
On March 12, 1999, the Company acquired from The J. Peterman Company ("J.
Peterman") substantially all of the assets of J. Peterman for approximately
$10,000 in cash. This transaction did not include any assumption of debt. The
total estimated cost of $11,800 includes estimated purchase liabilities of
$1,800 primarily associated with a plan to exit three of the thirteen acquired
store locations and close the J. Peterman distribution facility. The Company
expects to complete its plan of acquisition by March 2000. The acquisition was
accounted for under the purchase method and, accordingly, results of J.
Peterman's operations are included in the consolidated financial statements as
of the date of acquisition. The purchase price has been preliminarily allocated
based upon estimated fair values of the assets acquired which may vary once the
actual fair value of the assets are determined.
The following unaudited pro forma information presents a summary of the
Company's consolidated results of operations as if the acquisition of J.
Peterman had taken place on January 31, 1999 and on February 1, 1998:
<TABLE>
<CAPTION>
Three months ended
-----------------------
5/1/99 5/2/98
-------- ------
<S> <C> <C>
Net sales $ 61,028 $ 61,819
Net income $ 334 $ 292
Per share data:
Basic $ 0.03 $ 0.03
Diluted $ 0.03 $ 0.03
</TABLE>
These unaudited pro forma results have been prepared for comparative purposes
only and include the effects of preliminary estimates of fair value and certain
adjustments and assumptions based upon available information that management
believes are reasonable in the circumstances. They do not purport to be
indicative of the results of operations which would have actually resulted had
the acquisition been in effect on February 1, 1998 or of future results of
operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Certain statements made in this report may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performances
or achievements of the Company or the retailing industry to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include, among others:
local, regional and national economic conditions; extreme or unseasonable
weather conditions; legislation and regulatory matters affecting payroll costs
or other aspects of retailing; the ability to identify and respond to emerging
fashion trends; and governmental actions such as import or trade restrictions.
8
<PAGE> 9
OVERVIEW
As of May 1, 1999, the Company operated 307 stores in 29 states primarily under
the Paul Harris name. These stores are a specialty retailer of moderately priced
casual apparel and accessories for women sold under the Paul Harris, Paul Harris
Design, Paul Harris Denim and other brand names. The Paul Harris stores have a
significant concentration of locations in the Midwest. The Company also operates
10 stores in eight states under the J. Peterman name. J. Peterman is a
nationally recognized upscale apparel, accessory and novelty retailer well known
for its catalog and unique merchandise collection.
The Company's stores currently average approximately 4,800 gross square feet and
are located primarily in regional enclosed shopping malls and, to a lesser
extent, strip shopping centers. During the first three months of fiscal 1999,
the Company opened four and closed one Paul Harris store and acquired 13 J.
Peterman stores and subsequently closed three J. Peterman stores during the
period. The Company expects that any new Paul Harris stores will be generally
located in the Company's existing markets in order to enhance recognition of the
Paul Harris name, facilitate targeted marketing efforts and efficiently utilize
the Company's sales team.
RESULTS OF OPERATIONS
The following discussion is based upon the unaudited consolidated financial
statements appearing elsewhere in this report. The following table sets forth
certain income statement items as a percentage of net sales.
PAUL HARRIS STORES, INC. AND SUBSIDIARIES
RESULTS OF OPERATIONS AS A
PERCENTAGE OF NET SALES
<TABLE>
<CAPTION>
Thirteen weeks ended
May 1, May 2,
1999 1998
-------- -------
<S> <C> <C>
Net sales 100.0% 100.0%
Cost of sales, including certain occupancy expenses
exclusive of depreciation (1) 64.5% 61.2%
----- -----
Gross income 35.5% 38.8%
Selling, general and administrative expenses (2) 31.1% 31.3%
Depreciation and amortization 3.0% 2.8%
----- -----
Operating income 1.4% 4.7%
Interest and other income, net 0.5% 0.2%
----- -----
Income before income taxes 1.9% 4.9%
Provision for income taxes 0.7% 1.9%
----- -----
Net income 1.2% 3.0%
===== =====
</TABLE>
- --------------------
(1) Occupancy expenses include store level base rent, percentage rent and real
estate taxes.
(2) Includes all store level occupancy expenses not included in cost of sales.
9
<PAGE> 10
FIRST QUARTER OF FISCAL 1999
The Company's net sales increased to $58.4 million in the first quarter of
fiscal 1999 from $52.3 million in the first quarter of fiscal 1998, an increase
of $6.2 million or 11.8 percent. The increase in net sales was primarily
attributable to a 12.4 percent increase in the number of stores operating during
the first quarter of fiscal 1999 as compared to the first quarter of fiscal 1998
and a decrease in comparable store sales of 1.9 percent during the quarter. The
comparable store sales decline was the result of a decline in the average sales
price per unit sold. The Company operated 317 stores as of May 1, 1999 compared
to 282 stores as of May 2, 1998.
Gross income increased to $20.7 million in the first quarter of fiscal 1999 from
$20.3 million in the prior year, an increase of $449,000 or 2.2 percent. Gross
income was positively impacted by the $6.2 million increase in sales and
negatively effected by a 33.4 percent increase in occupancy costs.
Gross income as a percentage of net sales decreased to 35.5 percent in the first
quarter of 1999 compared to 38.8 percent in the first quarter of 1998. This
decrease was attributable to an increase in occupancy expense as a percentage of
net sales and a 12.3 percent decrease in the sales price per unit sold as
compared to the first quarter of fiscal 1998. The increase in occupancy expenses
as a percentage of net sales was due to increased occupancy costs for newer
stores and from increased occupancy costs as a result of the re-negotiation of
leases of several existing store locations.
Selling, general and administrative expenses increased to $18.2 million, or 31.1
percent of net sales, for the first quarter of fiscal 1999 from $16.4 million,
or 31.3 percent of net sales, for the first quarter of fiscal 1998. The increase
of $1.8 million or 11.1 percent was primarily due to increased store-related
expenses as a result of the increase in number of store locations.
Depreciation and amortization increased to $1.8 million for the first quarter of
fiscal 1999 from $1.5 million for the first quarter of fiscal 1998, an increase
of $299,000 or 20.4 percent. As a percentage of net sales, depreciation and
amortization increased to 3.0 percent in the first quarter of fiscal 1999 from
2.8 percent in the first quarter of fiscal 1998, primarily as a result of the
approximately $45 million increase in fixed asset expenditures during the 1998
and 1997 fiscal years. The increase in fixed assets includes the new point of
sale system, which has a shorter depreciable life than most other depreciable
assets of the Company.
Operating income decreased to $798,000 in the first quarter of fiscal 1999 from
$2.5 million for the first quarter of fiscal 1998, a decrease of $1.7 million.
As a percentage of net sales, operating income decreased to 1.4 percent in the
first quarter of fiscal 1999 from 4.7 percent in the first quarter of fiscal
1998.
Interest and other income, net, of $294,000 for the first quarter of fiscal 1999
was the result of a receipt of unclaimed note redemption accreting back to the
Company according to the terms of the note agreement in the amount of $437,000
The provision for income taxes was $409,000 for the first quarter of fiscal 1999
compared to $1.0 million for the first quarter of 1998. The Company's effective
tax rate of 37.5 percent in the first quarter of fiscal 1999 was lower than the
39.1 percent in the first quarter of fiscal 1998 primarily as a result of the
Company benefiting from a lower state effective income tax rate.
As a result of the above factors, the Company's net income decreased to $683,000
for the first quarter of fiscal 1999 from $1.6 million for the first quarter of
fiscal 1998.
10
<PAGE> 11
SEASONALITY
The Company's business, like that of most retailers, is subject to seasonal
influences. A significant portion of the Company's net sales and profits are
realized during the Company's fourth fiscal quarter, which includes the holiday
selling season. Results for any quarter are not necessarily indicative of the
results that may be achieved for a full fiscal year. Quarterly results may
fluctuate materially depending upon, among other things, the timing of new store
openings, net sales and profitability contributed by new stores, increases or
decreases in comparable store sales, adverse weather conditions, shifts in the
timing of certain holidays and promotions, and changes in the Company's
merchandise mix.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of working capital consist of internally generated
cash and a $30.0 million secured revolving credit facility. The Credit Facility
is intended to provide the Company with cash and liquidity to conduct its
operations. The Company may make direct borrowings of up to the maximum amount
of the credit facility. The credit facility expires June 30, 2000. The annual
interest rate on the direct borrowings outstanding under the credit facility is
a variable rate equal to the prime rate of the Company's lender plus 0.25
percent. Borrowings under a term note have an annual interest rate equal to the
lenders prime rate or LIBOR plus 2 percent. In addition, letters of credit carry
an initial issuance fee, plus a fee of 0.25 percent of the face amount of such
letters of credit. The credit facility also contains certain financial covenants
that set limits on tangible net worth and cash flow from operations. The credit
facility is secured by a security interest in the Company's inventory,
equipment, fixtures, cash and an assignment of leases. At May 1, 1999, there
were outstanding letters of credit issued in favor of the Company under the
credit facility in an aggregate amount of $5.9 million. As of May 1, 1999,
$7,150 was borrowed under the term note arrangement and no direct borrowings
under the revolving credit commitment.
Net cash flow for investing activities was approximately $14.0 million in the
first quarter of fiscal 1999, primarily for the acquisition of J. Peterman
assets (see Note 4. "Acquisition of Assets" of "Notes to Consolidated Financial
Statements"). The Company anticipates opening a total of 26 new stores and will
remodel or relocate a total of 24 stores during the 1999 fiscal year. Excluding
the $11.8 incurred for J. Peterman (see Note 4. "Acquisition of Assets" of
"Notes to Consolidated Financial Statements"), the Company will spend
approximately $12.0 million on new store additions or remodels and spend another
$3.5 million on other capital expenditures during the 1999 fiscal year. The
Company has spent approximately $2.2 million during the first quarter of 1999,
primarily for new store additions and remodels.
Net cash flow from operating activities was $3.2 million in the first quarter of
fiscal 1999 compared to a net cash flow of $4.3 million in the first quarter of
fiscal 1998. The primary reason for the decrease in net cash flow was a result
of decreased net income for the first quarter of fiscal 1999 compared to the
first quarter of fiscal 1998. Net cash flow from financing activities for the
first quarter of fiscal 1999 included direct borrowings of $7.1 million under
the Company's revolving credit facility.
Cash and cash equivalents decreased to $3.7 million at the end of the first
quarter of fiscal 1999 from $18.0 million at the end of the first quarter of
fiscal 1998 due primarily to the proceeds from the stock offering in fiscal 1997
of $15.0 million.
Management believes that cash generated from operations and borrowings under the
Company's credit facility, if any, will be sufficient to meet the Company's
working capital and capital expenditure needs in the foreseeable future.
11
<PAGE> 12
YEAR 2000 COMPLIANCE
The year 2000 (Y2K) will pose a unique set of challenges to those industries
reliant on information technology. As a result of methods employed by early
programmers, many software applications and operational programs may be unable
to distinguish the year 2000 from the year 1900. If not effectively addressed,
this problem could result in the production of inaccurate data, or, in the worst
cases, the inability of the systems to continue to function. The problem also
extends to many non-software systems, that is operating and control systems that
rely on embedded chip systems. The Company and other retailers are vulnerable to
the industry's dependence on electronic point of sale, inventory control systems
and other system failures such as payroll, accounting and security. The Company
must also be aware of the effect of Y2K failures on the part of its suppliers,
landlords and public or private infrastructure service providers, which include
electricity, water, gas, transportation and communication.
The Company's efforts in addressing the Y2K issues are directed by senior-level
management. These efforts represent a significant commitment of time of the
Company's information system staff, the efforts of outside consultants and
software testing applications. Management periodically reports to the Board of
Directors with respect to the Company's Y2K efforts. In May 1996, the Company
initiated the process of preparing its computer systems and applications for the
year 2000 when the decision to replace the store point of sale equipment was
made. The store point of sale systems were replaced during the third quarter of
1997. The Y2K process also involves upgrading corporate hardware and software
components. Management estimates the total cumulative costs will be
approximately $9.5 million, which includes the $6.2 million already invested in
the new point of sale systems and $2.6 million for application software and
development.
The Company's six-phase approach and anticipated timing of each phase are
described below.
Phase 1 - Inventory. The Company's hardware and software (including business and
operational applications and operating systems) have already been inventoried.
Third party businesses have already been solicited as to their preparation on
this issue.
Phase 2 - Assessment. The Y2K task force has completed the assessment of the
business systems and established a priority for their repair or replacement. The
assessment process for internal non-IT systems and for key third-party
businesses has also been completed. Systems that are known to be critical or
important are receiving top priority in the remediation phase.
Phase 3 - Strategy. This phase involves the development of appropriate remedial
strategies for both IT and non-IT systems. These strategies may include
repairing, testing and certifying, replacing or abandonment of particular
systems. The strategy phase has been completed for all IT and non-IT systems.
Phase 4 - Remediation. The remediation phase involves the execution of the
strategies chosen. The IT systems remediation is expected to be completed by the
summer of 1999. The non-critical systems corrections should be completed by the
fall of 1999.
Phase 5 - Test and Certification. The Company expects all critical and important
systems to be tested and certified during the summer of 1999 and non-critical
systems to be tested and certified by late fall of 1999. Testing for non-IT
systems has been initiated: however, due to the Company's reliance on many
third-party vendors, the Company cannot estimate precisely when this phase will
be completed.
Phase 6 - Contingency Planning. This phase involves addressing operational
issues that may arise due to the failure of the Company's or third-party
preparations. The Company is currently assessing such issues as the loss of
communication, banking, transportation and infrastructure services. The Company
estimates that all these plans will be completed by December 1999.
12
<PAGE> 13
Based upon its efforts to date, the Company believes that the vast majority of
both its IT and its non-IT systems will remain up and running after January 1,
2000. Accordingly, the Company does not currently anticipate that internal
systems failure will result in any material adverse effect to its operations or
financial condition. At this time, the Company believes that the most likely
"worst case" scenario involves potential disruptions in areas in which the
Company's operations must rely on third-party systems. Nonetheless, the Y2K
problem is pervasive and complex and can potentially affect any system.
Accordingly, no assurance can be given that Y2K compliance can be achieved
without additional unanticipated expenditures and uncertainties that might
affect future financial results.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company considers the market risks of its variable interest rate borrowings
to not be material to its financial condition.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 19, 1999, the Company held its annual meeting of shareholders.
The shareholders elected the following directors by the vote indicated, to serve
until the annual meeting of shareholders as indicated:
<TABLE>
<CAPTION>
TERM
Name of Nominee FOR WITHHELD EXPIRES
--------------- --- -------- -------
<S> <C> <C> <C>
Richard A. Feinberg, Ph.D 8,387,121 740,812 2002
Charlotte G. Fischer 8,387,121 740,812 2002
There were 0 broker non-votes
</TABLE>
In addition, the following directors continue in office until the annual meeting
of shareholders in the year indicated:
<TABLE>
<CAPTION>
Term
Name Expires
---- -------
<S> <C>
James T. Morris 2000
Sally M. Tassani 2000
Leslie Nathanson Juris, Ph.D 2001
John E. Peters 2001
</TABLE>
An amendment of the Company's 1996 Stock Option and Incentive Plan, which
increased from 1,000,000 to 2,000,000 the number of shares of the Company's
common stock, without par value, subject to issuance under the plan, was
approved by the following vote:
<TABLE>
<S> <C> <C> <C>
For: 2,570,120 Against: 2,149,820 Abstentions: 70,359 Broker Non-votes: 4,337,6340
</TABLE>
An amendment of the Company's Amended and Restated Articles of Incorporation to
increase the number of authorized shares of the Company's common stock, without
par value, from 20,000,000 to 40,000,000, was approved by the following vote:
<TABLE>
<S> <C> <C> <C>
For: 8,153,851 Against: 880,728 Abstentions: 93,354 Broker Non-votes: 0
</TABLE>
13
<PAGE> 14
PricewaterhouseCoopers LLP was approved as independent accountants for the
Company for the fiscal year 1999 by the following vote:
<TABLE>
<S> <C> <C> <C>
For: 9,071,223 Against: 33,471 Abstentions: 23,239 Broker Non-votes: 0
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: 4 (a)(x) Eighth Modification of Amended and Restated Secured
Credit Agreement
27 Financial Data Schedule
(b) Reports on Form 8-K:
Current Report on Form 8-K dated March 29, 1999
Item 2 and 7 reported
On March 12, 1999 the Registrant acquired substantially all
the assets of The J. Peterman Company.
The Registrant noted that it was impractical at the date of
the above mentioned Form 8-K to provide the financial
statements and pro forma financial information as required by
Item 7. The registrant further noted that such information
would be filed by amendment to the above mentioned Form 8-K on
or prior to May 27, 1999.
Amendment No. 1 on Form 8-K/A, dated May 27, 1999, to Current Report on
March 29, 1999
Item 7 reported
On March 12, 1999 the Registrant acquired substantially all
the assets of The J. Peterman Company.
The Registrant filed the financial statements and pro forma
financial information required by Item 7 as an amendment to
its Current Report on Form 8-K dated March 29, 1999.
14
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PAUL HARRIS STORES, INC.
(Registrant)
Date: June 15, 1999 /s/ KEITH L. HIMMEL, JR.
------------------------------
Vice President - Finance, Controller and
Corporate Secretary
(Signing on behalf of the registrant and as
principal financial officer)
15
<PAGE> 1
Exhibit 4(a)(x)
EIGHTH MODIFICATION OF AMENDED AND RESTATED
SECURED CREDIT AGREEMENT
AND OTHER RELATED DOCUMENTS
THIS EIGHTH MODIFICATION OF AMENDED AND RESTATED SECURED CREDIT
AGREEMENT AND OTHER RELATED DOCUMENTS (this "Agreement") is made as of April 19,
1999, by and among PAUL HARRIS STORES, INC., an Indiana corporation ("PH
Stores"), PAUL HARRIS MERCHANDISING, INC., an Indiana corporation ("PH
Merchandising"), PAUL HARRIS RETAILING, INC., an Indiana corporation ("PH
Retailing"), and THE J. PETERMAN COMPANY, an Indiana corporation ("Peterman"),
and LASALLE NATIONAL BANK, a national banking association (herein, together with
its successors and assigns, called the "Bank").
All capitalized terms and phrases, unless defined herein, shall have
the specific meanings ascribed to such terms in that certain Secured Credit
Agreement originally dated as of October 28, 1993, by and between PH Stores and
Bank, as amended and restated by that certain Amended and Restated Secured
Credit Agreement dated as of January 20, 1994, as modified and amended by those
certain First through Seventh modifications of the Amended and Restated Secured
Credit Agreement, and related documents dated as of October 31, 1994, January
31, 1995, September 28, 1995, May 8, 1996, April 9, 1997, November 19, 1998, and
February 1, 1999 (as so amended, the "Credit Agreement").
WHEREAS, Borrower (as that term is defined in the Credit Agreement as
modified by this Agreement) has requested that Bank make various modifications
to the Credit Agreement and certain of the Related Documents, and Bank has so
agreed, on the terms and conditions more specifically set forth herein.
NOW, THEREFORE, for and in consideration of the foregoing premises and
for other good and valuable consideration, the receipt and sufficiency of which
hereby are acknowledged, Borrower and Bank do hereby agree as follows:
1. The preambles to this Agreement are fully incorporated herein by
this reference thereto with the same force and effect as though restated herein.
2. Each recital, definition, numbered section and provision of the
Credit Agreement set forth below in this paragraph 2 supersedes and replaces the
corresponding recital, definition, numbered section and provision of the Credit
Agreement. To the extent that any of the recitals, definitions, numbered
sections and provisions of the Credit Agreement set forth below in this
paragraph 2 do not correspond to any recital, definition, numbered section or
provision of the Credit Agreement, such recital, definition, numbered section or
provision shall be deemed to have been added to the Credit Agreement as set
forth below and in the appropriate order. With respect to the provisions set
forth in subsections (a), (n) and (o) below, such provisions shall be deemed to
have replaced the corresponding provisions of the Credit Agreement through the
colon at the end of such provisions, it being understood that unless elsewhere
amended by the
<PAGE> 2
provisions of this Agreement, the respective current provisions of the Credit
Agreement following such colon shall remain unmodified and in full force and
effect. The Table of Contents to the Credit Agreement shall be understood to
have been modified to reflect these changes and incorporated provisions.
Accordingly, effective as of April 19, 1999 (the "Modification Date"), the
Credit Agreement is modified as set forth below in this paragraph 2:
(a)
"THIS AMENDED AND RESTATED SECURED CREDIT AGREEMENT,
dated as of January 20, 1994 (this "Agreement"), is by and
between PAUL HARRIS STORES, INC., an Indiana corporation
(hereinafter referred to collectively as "PH Stores"), and
LASALLE NATIONAL BANK, a national banking association
(together with its successors and assigns, hereinafter
referred to collectively as "Bank").
W I T N E S S E T H:
WHEREAS, PH Stores has previously requested loans,
advances and the issuance of letters of credit from Bank for
the purpose of funding PH Stores' working capital needs, and
in connection therewith, PH Stores and Bank entered into and
executed that certain Secured Credit Agreement dated as of
October 28, 1993 (the "Prior Credit Agreement"), pursuant to
which the Bank agreed to make loans to PH Stores, subject to
the terms and conditions set forth therein; and
WHEREAS, PH Stores has previously executed and
delivered to Bank a Secured Promissory Note (Revolver) dated
October 28, 1993 (the "Revolving Note"), evidencing an
indebtedness owed by PH Stores to Bank (the "Revolving Loan");
and
WHEREAS, repayment of the Revolving Note is secured
by a Security Agreement and Financing Statement dated as of
October 28, 1993 (the "Security Agreement"), made by PH Stores
to Bank; and
WHEREAS, repayment of the Revolving Note is
additionally secured by UCC Financing Statements made by PH
Stores, as debtor, to Bank, as secured party, counterparts of
which were filed in the Offices of the Secretaries of the
States of all jurisdictions in which PH Stores is doing
business (said Financing Statements being hereinafter referred
to as the "Financing Statements"); and
WHEREAS, the obligations of PH Stores are
additionally secured by an Assignment of Leases dated as of
October 28, 1993 from PH Stores to and for the benefit of the
Bank (the "Lease Assignment"); and
WHEREAS, the Prior Credit Agreement, the Revolving
Note, the Security Agreement, the Financing Statements and the
Lease Assignment, together with all other documents and
instruments now or hereafter securing repayment of the
Liabilities, or any portion thereof, are hereinafter
collectively referred to as the "Loan Documents"; and
2
<PAGE> 3
WHEREAS, PH Stores has previously requested that Bank
modify certain terms and provisions of the Loan Documents,
including, without limitation, that Bank make a term loan to
PH Stores in order to refinance an existing mortgage on PH
Stores' real property/distribution center in Indianapolis,
Indiana and Bank has so agreed, on the terms and conditions
more specifically set forth herein.
NOW, THEREFORE, for and in consideration of the
foregoing premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, PH Stores and Bank do hereby agree to amend and
restate the Prior Credit Agreement in its entirety, as
follows:";
(b)
""BORROWER" means, individually and collectively Paul
Harris Stores, Inc. an Indiana corporation, Paul Harris
Merchandising, Inc. an Indiana corporation, Paul Harris
Retailing, Inc., an Indiana corporation, and The J. Peterman
Company, an Indiana corporation. Unless otherwise provided for
herein to the contrary, the use of the term Borrower shall be
deemed to be a joint and several reference to each and all of
the entities comprising Borrower. For purposes of Sections 5.5
and 9.1(a), the references therein to Borrower shall be deemed
to mean PH Stores only; for purposes of Sections 9.9 and 9.12,
and Schedule A, the references therein to Borrower shall be
deemed to be only a collective and not a several reference to
each of the entities comprising Borrower; and for purposes of
Section 13.13, the references to Borrower shall be deemed to
be only a several, and not a collective, reference to each of
the entities comprising Borrower.
"BORROWING BASE" means, without duplication, on any
given date with respect to the Revolving Loan and Term B Loan,
an amount equal to the sum of (i), (ii) and (iii) below:
(i) an amount equal to sixty percent (60.0%) of the
Value of all Eligible Inventory in the physical possession of
Borrower at Borrower's distribution center or at one of
Borrower's stores, as set forth in the Borrowing Base
Certificate then most recently delivered by Borrower to Bank;
and
(ii) an amount equal to the sum of sixty percent
(60.0%) of the Value of all Eligible Inventory in transit from
Borrower's distribution center to Borrower's stores, as set
forth in the Borrowing Base Certificate then most recently
delivered by Borrower to Bank; and
(iii) an amount equal to the sum of (a) sixty percent
(60.0%) of the aggregate amounts available to be drawn under
Trade Letters of Credit issued to and for the benefit of
Borrower and (b) the lesser of (i) sixty percent (60.0%) of
the Value of Eligible Inventory in transit to Borrower from
domestic manufacturers that is not supported by Trade Letters
of Credit and (ii) $250,000.00.
3
<PAGE> 4
Notwithstanding anything contained in this definition
to the contrary, during and only during each period from
August 1 of any year through November 30 of such year, the
phrase "seventy percent (70.0%)" shall be substituted in the
place and stead of each reference to "sixty percent (60.0%)"
contained in clause (a) of this definition.
"COMMITMENT" means, collectively the Revolving Credit
Commitment, the Term Loan Commitment and the Term B Loan
Commitment.
"LIBOR RATE LOAN" means any portion of any Revolving
Loan or Term B Loan that bears interest based on the LIBOR
Interest Rate during any period.
"LIBOR REQUEST" means, with respect to any portion of
any Revolving Loan or Term B Loan, a request in writing from
Borrower to Bank, requesting that the Loan specified in such
LIBOR Request bear interest at the applicable LIBOR Interest
Rate for a certain Interest Period commencing on a date
specified in such LIBOR Request (which specified date must be
at least two full Business Days after the date Bank receives
and acknowledges its receipt of such LIBOR Request).
"LOAN(S)" means (i) collectively, the Revolving
Loans, the Term B Loan and the Term Loan and (ii)
individually, any Loan.
"MATURITY DATE" means, the earlier of the Revolving
Credit Maturity Date and Term B Loan Maturity Date.
"MAXIMUM REVOLVING CREDIT AVAILABILITY" means, as of
any given date, the lesser of (i) the Borrowing Base minus the
Letter of Credit Reserve minus the Revolving Loan Balance and
minus the Term B Loan Balance or (ii) $20,000,000 minus the
Letter of Credit Reserve minus the Revolving Loan Balance and
minus the Term B Loan Balance, each such amount calculated as
of such date and subject further to the limitations set forth
in Section 2.1.
"MAXIMUM TERM B LOAN CREDIT AVAILABILITY" means, as
of any given date, the lesser of (i) the Borrowing Base minus
the Letter of Credit Reserve minus the Revolving Loan Balance
and minus the Term B Loan Balance or (ii) $10,000,000 minus
the Letter of Credit Reserve minus the Revolving Loan Balance
and minus the Term B Loan Balance, each such amount calculated
as of such date and subject further to the limitations set
forth in Section 2.1.
"NOTE(S)" means (i) collectively, the Revolving Note,
the Term Note and the Term B Note and (ii) individually, any
such Note.
"PRIME RATE REVOLVING LOAN" means any portion of the
Revolving Loan that bears interest based on the Revolving Loan
Prime Rate during any period.
"PRIME RATE TERM B LOAN" means any portion of the
Term B Loan that
4
<PAGE> 5
bears interest based on the Term B Loan Prime Rate during any
period.
"REVOLVING CREDIT COMMITMENT" means Bank's commitment
to make Revolving Loans and issue Letters of Credit pursuant
to Sections 2.1(a), 2.2(a) and 2.3.1.
"REVOLVING CREDIT MATURITY DATE" means, with respect
to the Revolving Credit Commitment, June 30, 2000.
"REVOLVING CREDIT TERMINATION DATE" means the earlier
of (i) the Revolving Credit Maturity Date or (ii) such other
date on which the Revolving Credit Commitment shall terminate
pursuant to Section 12.2.
"REVOLVING LOAN BALANCE" means the aggregate unpaid
principal balance of all Revolving Loans outstanding from time
to time.
"REVOLVING LOAN PRIME RATE" means a per annum rate of
interest equal to the Prime Rate.
"REVOLVING LOAN RATE" means either (i) the Revolving
Loan Prime Rate with respect to that portion of the Revolving
Loan that is not subject to the LIBOR Interest Rate or (ii)
the LIBOR Interest Rate, with respect to the portion of the
Revolving Loan that is not subject to the Revolving Loan Prime
Rate.
"REVOLVING LOAN(S)" means the loan advances(s) to be
made by Bank to Borrower pursuant to Sections 2.1(a), 2.2(a)
and 2.3.2.
"REVOLVING NOTE" means a promissory note or notes
evidencing the Revolving Credit Commitment, as the same may be
replaced, amended, modified, supplemented or restated from
time to time, together with any renewals thereof or exchanges
or substitutions therefor.
"TERM B LOAN COMMITMENT" means Bank's commitment to
make Term B Loan and issue Letters of Credit pursuant to
Sections 2.1(b), 2.2(b) and 2.3.1.
"TERM B LOAN MATURITY DATE" means, with respect to
the Term B Loan Commitment, June 30, 2000.
"TERM B LOAN TERMINATION DATE" means the earlier of
(i) the Term B Loan Maturity Date or (ii) such other date on
which the Term B Loan Commitment shall terminate pursuant to
Section 12.2.
"TERM B LOAN BALANCE" means the aggregate unpaid
principal balance of all Term B Loans outstanding from time to
time.
"TERM B LOAN PRIME RATE" means a per annum rate of
interest equal to the Prime Rate.
5
<PAGE> 6
"TERM B LOAN RATE" means either (i) the Term B Loan
Prime Rate with respect to that portion of the Term B Loan
that is not subject to the LIBOR Interest Rate or (ii) the
LIBOR Interest Rate, with respect to the portion of the Term B
Loan that is not subject to the Term B Loan Prime Rate
"TERM B LOAN(S)" means the loan advances(s) to be
made by Bank to Borrower pursuant to Sections 2.1(b), 2.2(b)
and 2.3.2.
"TERM B NOTE" means a promissory note or notes
evidencing the Term B Loan Commitment, as the same may be
replaced, amended, modified, supplemented or restated from
time to time, together with any renewals thereof or exchanges
or substitutions therefor.";
(c)
"SECTION 2. REVOLVING CREDIT COMMITMENT; REVOLVING CREDIT
BORROWING PROCEDURES; TERM B LOAN COMMITMENT;
TERM B LOAN BORROWING PROCEDURES.
2.1 (a) REVOLVING CREDIT COMMITMENT. On the terms and
subject to the conditions set forth in this Agreement, Bank
agrees to make Revolving Loans to Borrower and to issue
Letters of Credit, pursuant to Section 2.3, for the account of
the Borrower, from time to time before the Revolving Credit
Termination Date in such aggregate amounts as Borrower may
from time to time request but not exceeding at any one time
outstanding the lesser of (i) the Borrowing Base or (ii)
$20,000,000; provided, however, that the issuance of standby
Letters of Credit shall be limited to $1,000,000 in the
aggregate. Borrower shall have the right to repay and reborrow
any of the Revolving Loans in increments of $100,000 (or
$25,000 integral multiples); provided, however, that it shall
be a condition precedent to any reborrowing that as of the
date of any reborrowing all of the conditions to borrowing set
forth in this Agreement shall be satisfied and all
representations and warranties made herein shall be true and
correct in all material respects as of such date.
(b) TERM B LOAN COMMITMENT. On the terms and subject
to the conditions set forth in this Agreement, Bank agrees to
make Term B Loans to Borrower and to issue Letters of Credit,
pursuant to Section 2.3, for the account of the Borrower, from
time to time before the Term B Loan Termination Date in such
aggregate amounts as Borrower may from time to time request
but not exceeding at any one time outstanding the lesser of
(i) the Borrowing Base or (ii) $10,000,000; provided, however,
that the issuance of standby Letters of Credit shall be
limited to $1,000,000 in the aggregate. Borrower shall have
the right to repay and reborrow any of the Term B Loans in
increments of $100,000 (or $25,000 integral multiples);
provided, however, that it shall be a condition precedent to
any reborrowing that as of the date of any reborrowing all of
the conditions to borrowing set forth in this Agreement shall
be satisfied and all
6
<PAGE> 7
representations and warranties made herein shall be true and
correct in all material respects as of such date.
2.2 (a) REVOLVING LOAN BORROWING PROCEDURES. Borrower
shall give Bank irrevocable telephonic notice of each proposed
Revolving Loan borrowing no later than 1:00 p.m., Chicago
time, on the same Business Day as the proposed date of such
borrowing. Each such notice shall be effective upon receipt by
Bank and shall specify the date and the amount of the
borrowing, and subject to the provisions of Section 2.1(a),
Bank agrees to make a Revolving Loan to Borrower on the date
specified in such notice. Each request for a Revolving Loan
shall automatically constitute a representation and warranty
by Borrower that, as of the date of such requested Revolving
Loan, all conditions precedent to the making of such Revolving
Loan set forth in Section 10 shall be satisfied. Each
borrowing of a Revolving Loan shall be on a Business Day.
(b) TERM B LOAN BORROWING PROCEDURES. Borrower shall
give Bank irrevocable telephonic notice of each proposed Term
B Loan borrowing no later than 1:00 p.m., Chicago time, on the
same Business Day as the proposed date of such borrowing. Each
such notice shall be effective upon receipt by Bank and shall
specify the date and the amount of the borrowing, and subject
to the provisions of Section 2.1(b), Bank agrees to make a
Term B Loan to Borrower on the date specified in such notice.
Each request for a Term B Loan shall automatically constitute
a representation and warranty by Borrower that, as of the date
of such requested Term B Loan, all conditions precedent to the
making of such Term B Loan set forth in Section 10 shall be
satisfied. Each borrowing of a Term B Loan shall be on a
Business Day.";
(d)
"2.3.1 MAXIMUM AMOUNT. The aggregate amount of Letter
of Credit Liability with respect to all Letters of Credit
outstanding at any time shall not exceed the Revolving Credit
Commitment and the Term B Loan Commitment (less the sum of the
Revolving Loan Balance and the Term B Loan Balance).
2.3.2 REIMBURSEMENT. Borrower shall be irrevocably
and unconditionally obligated forthwith without presentment,
demand, protest or formalities of any kind, to reimburse Bank
for any amounts paid by Bank to satisfy its obligations under
drafts drawn under any Letter of Credit, including all fees,
costs and expenses of Bank. Borrower hereby authorizes and
directs Bank, at Bank's option, to debit Borrower's Operating
Account in an amount sufficient to satisfy each such
reimbursement obligation, or, if the amounts on deposit in
Borrower's Operating Account are not sufficient, to make a
Revolving Loan or a Term B Loan in an amount sufficient to
satisfy such reimbursement obligation. All such amounts paid
by Bank with respect to any Letter of Credit that are not
immediately repaid by Borrower with the proceeds of a
Revolving Loan or a Term B Loan or otherwise shall bear
interest at the interest rate then applicable to Revolving
Loans and Term B Loans.";
7
<PAGE> 8
(e)
"2.5 REVOLVING LOAN AND TERM B LOAN NON-USE FEE.
During the term of this Agreement and continuing until, but
excluding, the Maturity Termination Date, Borrower shall pay
to Bank, on a quarterly basis, a non-use fee of one-quarter of
one percent (0.25%) per annum on the lesser of (i) the excess
of (A) $30,000,000.00 over (B) the daily average of the
aggregate principal amount of (X) all outstanding Revolving
Loans and (Y) all outstanding Term B Loans and (Z) all Letters
of Credit for the quarter (or, if applicable, shorter period)
then ending and (ii) $10,000,000.00. Such non-use fee shall be
payable in arrears on the first day of each May, August,
November and February, for the quarters ending on January 31,
April 30, July 31 and October 31 of each year during the term
of this Agreement and on the Revolving Credit Termination
Date.";
(f)
"4.1 (a) REVOLVING NOTE. The Revolving Loans and all
Letter of Credit Liability not otherwise evidenced by the Term
B Note shall be evidenced by the Revolving Note. The date and
amount of each Revolving Loan made by Bank and of each
repayment of principal on the Revolving Loans received by Bank
shall be separately recorded by Bank in its records. The
Revolving Loan Balance reflected in the Bank's records as of
any time shall be rebuttable presumptive evidence of the
Revolving Loan Balance as of such time. The failure so to
record any such amount or any error in so recording any such
amount, however, shall not limit or otherwise affect
Borrower's obligations hereunder or under the Note to repay
the principal amount of the Revolving Loans together with all
interest accruing thereon.
(b) TERM B NOTE. The Term B Loans and all Letter of
Credit Liability not evidenced by the Revolving Note shall be
evidenced by the Term B Note. The date and amount of each Term
B Loan made by Bank and of each repayment of principal on the
Term B Loans received by Bank shall be separately recorded by
Bank in its records. The Term B Loan Balance reflected in the
Bank's records as of any time shall be rebuttable presumptive
evidence of the Term B Loan Balance as of such time. The
failure so to record any such amount or any error in so
recording any such amount, however, shall not limit or
otherwise affect Borrower's obligations hereunder or under the
Note to repay the principal amount of the Term B Loans
together with all interest accruing thereon.";
8
<PAGE> 9
(g)
"5.1.1 (a) REVOLVING LOAN. The Revolving Loans shall
bear interest on the unpaid principal balance thereof at the
Revolving Loan Prime Rate, subject to the terms of Section
5.1.5. From and after November 19, 1998, the Revolving Loan
shall bear interest on the unpaid principal balance thereof at
the Revolving Loan Prime Rate or, if Borrower has delivered a
LIBOR Request to Bank, at the LIBOR Interest Rate, each
subject to the terms of Section 5.1.5. Interest charges shall
be computed on the basis of a year of 360 days and actual days
elapsed and shall be payable monthly in arrears on the first
day of each calendar month hereafter with respect to Loans
which bear interest at the Revolving Loan Prime Rate, on the
last day of the Interest Period (and for each six month
Interest Period, at the end of the first three months of such
Interest Period and on the last day of such Interest Period)
with respect to each LIBOR Rate Loan and as otherwise provided
herein.
(b) TERM B LOAN. The Term B Loans shall
bear interest on the unpaid principal balance thereof at the
Term B Loan Prime Rate, subject to the terms of Section 5.1.5.
The Term B Loan shall bear interest on the unpaid principal
balance thereof at the Term B Loan Prime Rate or, if Borrower
has delivered a Term B Loan LIBOR Request to Bank, at the
LIBOR Interest Rate, each subject to the terms of Section
5.1.5. Interest charges shall be computed on the basis of a
year of 360 days and actual days elapsed and shall be payable
monthly in arrears on the first day of each calendar month
hereafter with respect to Loans which bear interest at the
Term B Loan Prime Rate, on the last day of the Interest Period
(and for each six month Interest Period, at the end of the
first three months of such Interest Period and on the last day
of such Interest Period) with respect to each LIBOR Rate Loan
and as otherwise provided herein.";
(h)
"5.1.5 LIBOR; CONVERSION AND CONTINUATION ELECTIONS.
(a) The Borrower shall deliver a notice of
conversion/continuation ("Notice of Conversion/Continuation")
in the form of Exhibit 5.1.5 hereto to be received by the Bank
not later than 11:00 a.m. (Chicago time) at least two Business
Days in advance of the conversion/continuation date, if any
portion of the Revolving Loan is to be converted into or
continued as a LIBOR Rate Loan and specifying:
(i) the proposed conversion/continuation
date;
(ii) the aggregate amount of the Revolving
Loan or Term B Loan to be converted or renewed, the
minimum amount of which shall not be less than
$500,000 or $100,000 minimal increments in excess
thereof; and
(iii) the duration of the requested Interest
Period, provided, however, the Borrower may not
select an Interest Period with respect to
9
<PAGE> 10
any portion of the Revolving Loan or Term B Loan
which extends beyond an installment payment date for
the Revolving Loan or Term B Loan unless, after
giving effect to such election, the portion of the
Revolving Loan or Term B Loan not subject to Interest
Periods ending after such installment payment date is
equal to or greater than the principal due on such
installment payment date.
(b) If upon the expiration of any Interest Period
applicable to LIBOR Rate Loans, the Borrower has failed to
select timely a new Interest Period to be applicable to LIBOR
Rate Loans or if any Event of Default then exists or any event
(a "Default") then exists that with the giving of notice or
the passage of time would constitute an Event of Default, the
Borrower shall be deemed to have elected to convert such LIBOR
Rate Loans into Revolving Loans or Term B Loans, as
applicable, which bear interest based upon the Revolving Loan
Prime Rate or the Term B Loan Prime Rate effective as of the
expiration date of such Interest Period.
(c) During the existence of a Default or Event of
Default, the Borrower may not elect to have any portion of the
Revolving Loan or the Term B Loan converted into or continued
as a LIBOR Rate Loan.
(d) After giving effect to any conversion into or
continuation of LIBOR Rate Loans, there may not be more than
an aggregate of two different Interest Periods in effect.
5.2 INTEREST PAYMENT DATES. Except as provided in
Section 5.5 and in Section 5.1.1 with respect to LIBOR Rate
Loans, accrued and unpaid interest on each Loan shall be
payable on the first Business Day of each month during the
term of this Agreement and at maturity. After maturity,
accrued and unpaid interest on all Loans shall be payable on
demand.";
(i)
"SECTION 6.REDUCTION OR TERMINATION OF COMMITMENTS;
PREPAYMENTS.
6.1 (a) REDUCTION OR TERMINATION OF THE REVOLVING
CREDIT COMMITMENT BY BORROWER. Borrower may from time to time
on at least five Business Days' prior written notice received
by Bank permanently reduce the amount of the Revolving Credit
Commitment but only upon repayment of the amount, if any, by
which the aggregate unpaid principal amount of the Revolving
Note exceeds the then reduced amount of the Revolving Credit
Commitment. Any such reduction shall be in an aggregate amount
of $1,000,000 or an integral multiple thereof. Borrower may at
any time on like notice terminate the Revolving Credit
Commitment upon payment in full of the Revolving Note. Upon
termination of the Revolving Credit Commitment by Borrower or
pursuant to Section 12.2 of this Agreement, Borrower shall
cause Bank to be released from all liability under each Letter
of Credit then outstanding or, at Bank's option,
10
<PAGE> 11
Borrower will deposit cash collateral with Bank in an amount
equal to the Letter of Credit Liability with respect to each
Letter of Credit that will remain outstanding after such
termination.
(b) REDUCTION OR TERMINATION OF THE TERM B LOAN
COMMITMENT BY BORROWER. Borrower may from time to time on at
least five Business Days' prior written notice received by
Bank permanently reduce the amount of the Term B Loan
Commitment but only upon repayment of the amount, if any, by
which the aggregate unpaid principal amount of the Term B Note
exceeds the then reduced amount of the Term B Loan Commitment.
Any such reduction shall be in an aggregate amount of
$1,000,000 or an integral multiple thereof. Borrower may at
any time on like notice terminate the Term B Loan Commitment
upon payment in full of the Term B Note. Upon termination of
the Term B Loan Commitment by Borrower or pursuant to Section
12.2 of this Agreement, Borrower shall cause Bank to be
released from all liability under each Letter of Credit then
outstanding or, at Bank's option, Borrower will deposit cash
collateral with Bank in an amount equal to the Letter of
Credit Liability with respect to each Letter of Credit that
will remain outstanding after such termination.
6.2 SCHEDULED PRINCIPAL PAYMENTS.
6.2.1(a) REVOLVING LOAN. The Revolving Loan Balance
may be reduced by Bank from time to time as provided in
subsection 5.4(b), and the entire Revolving Loan Balance,
together with all accrued and unpaid interest thereon, shall
be due and payable in full on the Revolving Credit Maturity
Date.
(b) TERM B LOAN. The Term B Loan Balance may
be reduced by Bank from time to time as provided in subsection
5.4(b), and the entire Term B Loan Balance, together with all
accrued and unpaid interest thereon, shall be due and payable
in full on the Term B Loan Maturity Date.
6.2.2 ANNUAL REDUCTION OF REVOLVING CREDIT COMMITMENT
AND TERM B LOAN COMMITMENT. All amounts outstanding pursuant
to the Revolving Loans provisions of the Revolving Credit
Commitment and the Term B Loans provisions of the Term B Loan
Commitment must simultaneously be reduced by the Borrower to
zero ($0.00) for a period of ninety (90) consecutive days
during each fiscal year of the Borrower.";
(j)
"6.3 (a) OPTIONAL PREPAYMENTS. Borrower from time to
time may prepay that portion of the Revolving Loan Balance
consisting of Revolving Loans bearing interest at the
Revolving Loan Prime Rate in whole or in part, provided,
however, that partial payments shall be in increments of
$100,000 (or $25,000 integral multiples).
(b) OPTIONAL PREPAYMENTS. Borrower from time
to time may prepay that portion of the Term B Loan Balance
consisting of Term B Loans
11
<PAGE> 12
bearing interest at the Term B Loan Prime Rate in whole or in
part, provided, however, that partial payments shall be in
increments of $100,000 (or $25,000 integral multiples).";
(k)
"6.5 MANDATORY PREPAYMENTS.
(a) Borrower agrees that if at any time the aggregate
unpaid principal amount of any Loan, plus, in the case of the
aggregate of the Revolving Loans and the Term B Loans, the
Revolving Loan Balance and the Term B Loan Balance shall
exceed the amount of the Borrowing Base or other Dollar limit
applicable to such Loan or Loans, Borrower forthwith will make
a mandatory prepayment of principal on such Loan or Loans in
an amount equal to such excess. Each such mandatory prepayment
shall be without premium or penalty.";
(l)
"8.3 CAPITAL STOCK. All of the shares of the common
or other stock of each entity comprising Borrower are validly
issued, fully paid and non-assessable, and have been issued in
compliance with all applicable federal and state laws, rules
and regulations, including, without limitation, all so-called
"Blue-Sky" laws.";
(m)
"9.6 LIMITS ON COMMITMENTS. Not permit the aggregate
principal amount of any of the Term Loan, the Revolving Loan
Balance or the Term B Loan Balance at any time to exceed the
applicable limits set forth in this Agreement as of such
time.";
(n)
"11.1 INITIAL LOAN. Bank's obligation to make the
initial Revolving Loan, the initial Term B Loan and the Term
Loan is, in addition to the conditions precedent specified in
Section 11.2, subject to the satisfaction of each of the
following conditions precedent:";
(o)
"11.2 ALL LOANS AND LETTERS OF CREDIT. Bank's
obligation to make the initial Loans, each subsequent
Revolving Loan, Term B Loan and the Term Loan, and to issue
Letters of Credit, is subject to the following conditions
precedent that:";
12
<PAGE> 13
(p) With reference to Section 12.1 of the Credit Agreement:
"(f) OTHER NONCOMPLIANCE WITH THIS AGREEMENT. Failure
by Borrower to comply with or to perform any provision of this
Agreement (and not constituting an Event of Default under any
of the other provisions of this Section 12) and continuance of
such failure for ten (10) days after notice thereof to
Borrower from Bank or the holder of any Revolving Note or Term
B Note.";
(q)
Schedule 8.8 of the Credit Agreement is hereby
deleted and Schedule 8.8 as attached hereto as hereby
substituted in lieu thereof; and
(r)
Exhibit 5.1.5 of the Credit Agreement is hereby
deleted and Exhibit 5.1.5 as attached hereto is hereby
substituted in lieu thereof.
3. CORRECTION OF SCRIVENER'S ERRORS. The parties hereto agree that (i)
the reference in Section 2(d) of the Fourth Modification of Secured Credit
Agreement, Revolving Note and Other Loan Documents dated as of May 8, 1996
between PH Stores and Bank to "Section 8.9" was intended, and is hereby
restated, as of May 8, 1996 to refer to "Section 9.9" and (ii) the denomination
of the Exhibit attached to the Sixth Modification of Amended and Restated
Secured Credit Agreement, Revolving Note and Other Loan Documents dated as of
November 19, 1998 among PH Stores, PH Merchandising, PH Retailing and Bank as
"Exhibit 5.1.4" was intended, and is hereby restated, as of November 19, 1998 to
be "Exhibit 5.1.5".
4. REFERENCES. All references in the Loan Documents to the Credit
Agreement hereby are understood to be to the Credit Agreement as modified
hereby.
5. CONDITIONS TO EFFECTIVENESS. Provided that no unwaived Default or
Event of Default shall then exist other than those that would exist but for the
execution of this Amendment, this Amendment shall be deemed to be effective as
of April 19, 1999 (the "Effective Date"), provided all of the following
conditions are satisfied in a manner, form and substance acceptable to Bank:
(a) EXECUTION OF AMENDMENT. This Amendment (including the
attached Joinder), an Amended and Restated Revolving Note and a Term B
Note, each duly authorized and fully executed, and each in form and
substance satisfactory to Bank shall have been delivered to Bank;
(b) DELIVERY OF OTHER DOCUMENTS.
(i) True, complete and accurate copies, duly certified by
an officer of each entity comprising Borrower, of all
documents evidencing any necessary corporate action,
resolutions, consents and governmental approvals, if any,
required for the execution, delivery and performance of this
Amendment, and the Joinder and any other document, instrument
or agreement executed or delivered in connection therewith by
the Borrower shall have been delivered to Bank;
13
<PAGE> 14
(ii) Bank shall have received satisfactory, current
state and local UCC tax, lien and judgment searches in all
applicable locations for Peterman;
(iii) Executed original UCC Financing Statements by
Peterman, in form satisfactory to Bank shall have been
delivered to Bank; and
(iv) Such other documents, instruments or agreements
as the Bank may reasonably request shall have been delivered
to Bank.
6. In the event of any conflict among the terms of the Credit Agreement
and the Related Documents as modified by this Agreement, the terms of the Credit
Agreement as modified by this Agreement shall control. All terms and provisions
of the Related Documents corresponding to terms and provisions of the Credit
Agreement prior to the date of this Agreement shall be deemed modified in
accordance with the terms of this Agreement.
7. Borrower hereby warrants and represents that (i) Borrower has no
defense, offset or counterclaim with respect to the payment of any sum owed to
Bank, or with respect to any covenant in the Loan Documents; (ii) Bank, on and
as of the date hereof, has fully performed all obligations to Borrower which it
may have had or has on and as of the date hereof; and (iii) other than as
expressly set forth herein, by entering into this Agreement, Bank does not waive
any condition or obligation in the Credit Agreement and the Related Documents.
8. Borrower hereby agrees to execute and deliver promptly to Bank, at
Bank's request, such other documents as Bank, in its reasonable discretion,
shall deem necessary or appropriate to evidence the transaction contemplated
herein.
9. Borrower agrees to pay all fees and expenses associated with the
consummation of the transactions contemplated in this Agreement, including,
without limitation, reasonable fees and expenses of Bank's counsel and related
expenses.
10. Time is of the essence of this Agreement.
11. This Agreement may be executed in any number of counterparts, each
of which shall constitute an original, but all of which, taken together, shall
constitute one and the same Agreement.
12. Except as otherwise set forth herein to the contrary, the Loan
Documents remain unmodified and continue in full force and effect. Borrower
hereby reaffirms, confirms and ratifies each and every covenant, condition,
obligation and provision set forth in the Credit Agreement and the Related
Documents, each as modified hereby.
[END OF PAGE]
14
<PAGE> 15
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, have executed and delivered this Agreement as of the day and year first
above written.
BORROWER: PAUL HARRIS STORES, INC.,
an Indiana corporation
By: /s/ Thomas McCain
------------------------------------
Name: Thomas McCain
----------------------------------
Title: SVP
----------------------------------
PAUL HARRIS MERCHANDISING, INC.,
an Indiana corporation
By: /s/ Thomas McCain
------------------------------------
Name: Thomas McCain
----------------------------------
Title: SVP
----------------------------------
PAUL HARRIS RETAILING INC.,
an Indiana corporation
By: /s/ Thomas McCain
------------------------------------
Name: Thomas McCain
----------------------------------
Title: SVP
----------------------------------
THE J. PETERMAN COMPANY,
an Indiana corporation
By: /s/ Thomas McCain
------------------------------------
Name: Thomas McCain
----------------------------------
Title: SVP
----------------------------------
BANK: LASALLE NATIONAL BANK,
a national banking association
By: /s/ Ann H. Ellingsen
------------------------------------
Name: Ann H. Ellingsen
----------------------------------
Title: VP
----------------------------------
15
<PAGE> 16
EXHIBIT 5.1.5
NOTICE OF CONTINUATION/CONVERSION
[Date]
LaSalle National Bank
135 South LaSalle Street
Chicago, Illinois 60603
Attention: Ann H. Ellingsen
Dear Ann:
The undersigned, PAUL HARRIS STORES, INC., an Indiana corporation, PAUL
HARRIS MERCHANDISING, INC., an Indiana corporation, PAUL HARRIS RETAILING, INC.,
an Indiana corporation, and THE J. PETERMAN COMPANY, an Indiana corporation
(individually and collectively the "Borrower"), refer to the Amended and
Restated Secured Credit Agreement originally dated as of January 20, 1994 as
modified by various amendments thereto (as it may hereafter be amended,
modified, extended or restated from time to time, the "Credit Agreement"), among
the Borrower and LASALLE NATIONAL BANK, a national banking association ("Bank").
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement. The Borrower hereby
gives you notice pursuant to Section 5.1.5 of the Credit Agreement that it
requests to [convert] [continue] a Revolving Loan or a Term B Loan under the
Credit Agreement, and in that connection sets forth below the terms on which
such Revolving Loan or Term B Loan is requested to be [converted] [continued]:
(A) Type of Loan into which
Loan is to be [converted(1)]
[continued(2)]:
(B) Principal Amount of Revolving Loan/Term B Loan
outstanding as of the date hereof
to be [converted][continued]: ___________________________
- -------------------------
(1) LIBOR Rate Loan or Prime Rate Term Loan. If converted into a LIBOR Rate
Loan, state length of the Interest Period and the last day thereof,
which shall end not later than the applicable maturity date of the Term
Loan.
(2) LIBOR Rate Loan.
<PAGE> 17
(C) Date the Revolving Loan/Term
B Loan is to be [converted(3)]
[continued(4)]:
(D) Interest Period and the last day
thereof (if for LIBOR Rate loan): ____________________________
BORROWER: PAUL HARRIS STORES, INC.,
an Indiana corporation
By:
------------------------------------
Name:
----------------------------------
Title:
----------------------------------
PAUL HARRIS MERCHANDISING, INC.,
an Indiana corporation
By:
------------------------------------
Name:
----------------------------------
Title:
----------------------------------
PAUL HARRIS RETAILING INC.,
an Indiana corporation
By:
------------------------------------
Name:
----------------------------------
Title:
----------------------------------
THE J. PETERMAN COMPANY,
an Indiana corporation
By:
------------------------------------
Name:
----------------------------------
Title:
----------------------------------
- ---------------------
(3) Which must be the last day of an Interest Period with respect to the
conversion of a LIBOR Rate Loan to a Base Rate Loan.
(4) Which must be upon the expiration of the then current Interest Period
with respect to the LIBOR Rate Loan.
<PAGE> 18
SECTION 8.8; SUBSIDIARIES
Paul Harris Stores, Inc. has the following Subsidiaries:
Paul Harris of Virginia, Inc.
Paul Harris Stores S.D., Inc.
Classic Advertising, Inc.
PAHA Corporation
Tipton Trading Co. Ltd.
SIBMAS Ltd.
Orville Ltd.
Paul Harris Stores, Inc.
Paul Harris Merchandising, Inc.
Paul Harris Retailing, Inc.
The J. Peterman Company
<PAGE> 19
AMENDED AND RESTATED
REVOLVING NOTE
$20,000,000.00 CHICAGO, ILLINOIS
AS OF APRIL 19, 1999
FOR VALUE RECEIVED, PAUL HARRIS STORES, INC., an Indiana corporation
PAUL HARRIS MERCHANDISING, INC., an Indiana corporation, PAUL HARRIS RETAILING,
INC., an Indiana corporation, and THE J. PETERMAN COMPANY, an Indiana
corporation (together with their successors and assigns, "Maker"), jointly and
severally, promise to pay to the order of LASALLE NATIONAL BANK, a national
banking association (together with its successors and assigns, "Bank"), on or
before the Revolving Credit Maturity Date, at the Bank's principal office in
Chicago, Illinois, the principal sum of TWENTY MILLION AND NO/100 DOLLARS
($20,000,000.00), or, if less, the Revolving Loan Balance at such time, plus
accrued and unpaid interest thereon and all other charges applicable thereto,
all as set forth more fully in that Amended and Restated Secured Credit
Agreement dated as of January 20, 1994, among Maker and Bank (as the same may be
amended, modified, supplemented or restated from time to time, the "Credit
Agreement"). All capitalized terms used but not elsewhere defined herein shall
have the same meanings as are ascribed to them in the Credit Agreement.
This Note is executed to evidence the Revolving Loan described in, and
is subject to the terms and conditions of, the Credit Agreement. This Note shall
bear interest at the applicable rates set forth in the Credit Agreement, and
interest on this Note shall be paid, and principal on this Note shall and may be
prepaid, in accordance with the terms of the Credit Agreement.
Payments of both principal and interest are to be made in the lawful
money of the United States of America.
This Note is secured pursuant to the Credit Agreement and various
Collateral Documents referred to therein, and reference is made thereto for a
statement of terms and provisions.
In addition to, and not in limitation of, the foregoing and the
provisions of the Credit Agreement hereinabove referred to, Maker further
agrees, subject only to any limitation imposed by applicable law, to pay all
expenses, including reasonable attorneys' fees and expenses, incurred by the
holder of this Note in seeking to collect any amounts payable hereunder which
are not paid when due, whether by acceleration or otherwise.
This Note is binding upon Maker and its successors and assigns, jointly
and severally, and shall inure to the benefit of the Bank and its successors and
assigns. This Note is made under and governed by the laws of the State of
Illinois without regard to conflict of laws principles.
This Note is an amendment and restatement in the entirety of that
certain Revolving Note made by Maker and dated October 28, 1993 and is made in
substitution and not in payment thereof, and is not intended and shall not be
deemed to constitute a novation.
1
<PAGE> 20
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, have executed and delivered this Note, on a joint and several basis, as
of the day and year first above written.
MAKER: PAUL HARRIS STORES, INC.,
an Indiana corporation
By: /s/ Thomas McCain
-----------------
Name: Thomas McCain
-------------
Title: SVP
---
PAUL HARRIS MERCHANDISING, INC.,
an Indiana corporation
By: /s/ Thomas McCain
-----------------
Name: Thomas McCain
-------------
Title: SVP
---
PAUL HARRIS RETAILING INC.,
an Indiana corporation
By: /s/ Thomas McCain
-----------------
Name: Thomas McCain
-------------
Title: SVP
---
THE J. PETERMAN COMPANY,
an Indiana corporation
By: /s/ Thomas McCain
-----------------
Name: Thomas McCain
-------------
Title: Treasurer
---------
2
<PAGE> 21
TERM B NOTE
$10,000,000.00 CHICAGO, ILLINOIS
AS OF APRIL 19, 1999
FOR VALUE RECEIVED, PAUL HARRIS STORES, INC., an Indiana corporation
PAUL HARRIS MERCHANDISING, INC., an Indiana corporation, PAUL HARRIS RETAILING,
INC., an Indiana corporation, and THE J. PETERMAN COMPANY, an Indiana
corporation (together with their successors and assigns, "Maker"), jointly and
severally, promise to pay to the order of LASALLE NATIONAL BANK, a national
banking association (together with its successors and assigns, "Bank"), on or
before the Term B Loan Maturity Date, at the Bank's principal office in Chicago,
Illinois, the principal sum of TEN MILLION AND NO/100 DOLLARS ($10,000,000.00),
or, if less, the Term B Loan Balance at such time, plus accrued and unpaid
interest thereon and all other charges applicable thereto, all as set forth more
fully in that Amended and Restated Secured Credit Agreement dated as of January
20, 1994, among Maker and Bank (as the same may be amended, modified,
supplemented or restated from time to time, the "Credit Agreement"). All
capitalized terms used but not elsewhere defined herein shall have the same
meanings as are ascribed to them in the Credit Agreement.
This Note is executed to evidence the Term B Loan described in, and is
subject to the terms and conditions of, the Credit Agreement. This Note shall
bear interest at the applicable rates set forth in the Credit Agreement, and
interest on this Note shall be paid, and principal on this Note shall and may be
prepaid, in accordance with the terms of the Credit Agreement.
Payments of both principal and interest are to be made in the lawful
money of the United States of America.
This Note is secured pursuant to the Credit Agreement and various
Collateral Documents referred to therein, and reference is made thereto for a
statement of terms and provisions.
In addition to, and not in limitation of, the foregoing and the
provisions of the Credit Agreement hereinabove referred to, Maker further
agrees, subject only to any limitation imposed by applicable law, to pay all
expenses, including reasonable attorneys' fees and expenses, incurred by the
holder of this Note in seeking to collect any amounts payable hereunder which
are not paid when due, whether by acceleration or otherwise.
This Note is binding upon Maker and its successors and assigns, jointly
and severally, and shall inure to the benefit of the Bank and its successors and
assigns. This Note is made under and governed by the laws of the State of
Illinois without regard to conflict of laws principles.
1
<PAGE> 22
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, have executed and delivered this Note, on a joint and several basis, as
of the day and year first above written.
MAKER: PAUL HARRIS STORES, INC.,
an Indiana corporation
By: /s/ Thomas McCain
-----------------
Name: Thomas McCain
-------------
Title: SVP
---
PAUL HARRIS MERCHANDISING, INC.,
an Indiana corporation
By: /s/ Thomas McCain
-----------------
Name: Thomas McCain
-------------
Title: SVP
---
PAUL HARRIS RETAILING INC.,
an Indiana corporation
By: /s/ Thomas McCain
-----------------
Name: Thomas McCain
-------------
Title: SVP
---
THE J. PETERMAN COMPANY,
an Indiana corporation
By: /s/ Thomas McCain
-----------------
Name: Thomas McCain
-------------
Title: Treasurer
---------
2
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1999
<PERIOD-END> MAY-01-1999
<CASH> 3,709,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 38,956,000
<CURRENT-ASSETS> 47,358,000
<PP&E> 76,975,000
<DEPRECIATION> (23,349,000)
<TOTAL-ASSETS> 105,782,000
<CURRENT-LIABILITIES> 20,873,000
<BONDS> 7,150,000
0
0
<COMMON> 17,793,000
<OTHER-SE> 57,882,000
<TOTAL-LIABILITY-AND-EQUITY> 105,782,000
<SALES> 58,442,000
<TOTAL-REVENUES> 58,442,000
<CGS> 37,696,000
<TOTAL-COSTS> 37,696,000
<OTHER-EXPENSES> 19,948,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (294,000)
<INCOME-PRETAX> 1,092,000
<INCOME-TAX> 409,000
<INCOME-CONTINUING> 683,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 683,000
<EPS-BASIC> 0.06
<EPS-DILUTED> 0.06
</TABLE>
