SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
FORM 8 - K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: January 16, 1996
____________________________________
IBP, inc.
A Delaware Commission File IRS Employer Identification
Corporation Number 1-6085 No. 42-0838666
IBP Avenue
Post Office Box 515
Dakota City, Nebraska 68731
Telephone Number: (402) 494-2061
_____________________________________
Page 1 of 15 pages.
Index to Exhibits is on page 4.
2
ITEM 5. Other Events
In connection with the Registrant's anticipated
offering of debt securities under the Registrant's
Registration Statement on Form S-3(Registration No.
33-64459) (the "Registration Statement"), the
Registrant is filing herewith the exhibits referenced
below in Item 7 and in the annexed Index to Exhibits.
In addition, Item 15 of the Registration Statement is
hereby supplemented by adding the following to the end
thereof:
"In 1987, IBP entered into an Indemnification
Agreement with each of its directors then in
office and certain of its executive officers."
ITEM 7. Financial Statements and Exhibits
(c) Exhibits:
The exhibits listed below relate to the Registration
Statement and are filed herewith for incorporation by
reference therein.
Exhibit Number
(Referenced to
Item 601 of
Regulation S-K) Description of Exhibit
10 Form of Indemnification Agreement
dated as of November 13, 1987
between IBP and each of its
directors then in office and
certain of its executive officers.
12 Statement re: Computation of
Ratio of Earnings to Fixed
Charges.
3
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.
IBP, inc.
Date: January 16, 1996 By: /s/
Name: Lonnie O. Grigsby
Title: Executive Vice President
4
INDEX TO EXHIBITS
Exhibit number Page Number in Rule
(Referenced to 0-3(b) sequential
Item 601 of numbering system where
Regulation S-K) Description of Exhibit Exhibit can be found
10 Form of Indemnification 5
Agreement dated as of
November 13, 1987 between
IBP and each of its directors
then in office and certain of
its executive officers
12 Statement re: Computation of 15
Ratio of Earnings to Fixed
Charges
5
EXHIBIT 10
INDEMNIFICATION AGREEMENT
This Agreement is made and entered into as of November 13,
1987 between IBP, inc., a Delaware corporation (the "Company"),
,("Indemnitee")
WHEREAS, it is essential to the Company that it retain and
attract as directors and officers the most capable persons
available;
WHEREAS, Indemnitee is an officer of the Company;
WHEREAS, both the Company and Indemnitee recognize the
increased risk of litigation and other claims being asserted
against directors and officers of public companies in today's
environmental; and
WHEREAS, in recognition of Indemnitee's need for substantial
protection against personal liability in order to enhance
Indemnitee's continued service to the Company in an effective
manner, and in part to provide Indemnitee with specific
contractual assurance that the indemnification protected provided
by the By-laws or any change in the composition of the Company's
Board of Directors or any acquisition transaction relating to the
Company), and in order to induce Indemnitee to continue to
provide services to the Company as an officer thereof, the
Company wishes advancing of expenses to indemnitee to the fullest
extent (whether partial or complete) permitted by law and as set
forth in this Agreement, and, to the extent insurance is
maintained, for the continued coverage of Indemnitee under the
Company's directors' and officers' liability insurance policies
(the "D & O Insurance");
NOW, THEREFORE, in consideration of the premises and of
Indemnitee continuing to serve the Company directly or, at its
request, with another enterprise, and intending to be legally
bound hereby, the parties hereto agree as follows:
1. Certain Definitions.
(a) Change in Control: shall be deemed to have occurred if
(i) any "person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended), other
than a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or a corporation owned
directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock of
the company, is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under said Act), directly or indirectly, of securities
6
of the Company representing 25% or more of the total voting power
represented by the Company's then outstanding Voting Securities,
or (ii) during any period of two consecutive years, individuals
who at the beginning of such period constitute the Board of
Directors of the Company and any new director whose election by
the Board of Directors or nomination for election by the
Company's stockholders was approved by a vote of at least two-
thirds (2/3) of the directors then still in office who either
were directors at the beginning of the period or whose election
or nomination for election was previously so approved, cease for
any reason to constitute a majority thereof, or (iii) the
stockholders of the Company approve a merger or consolidation of
the Company with any other corporation, other than a merger or
consolidation which would result in the Voting Securities of the
Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into Voting Securities of the surviving entity) at least 80% of
the total voting power represented by the Voting Securities of
the Company or such surviving entity outstanding immediately
after such merger or consolidation, or the stockholders of the
Company approve a plan of complete liquidation of the Company or
an agreement for the sale or disposition by the Company (in one
transaction or a series of transactions) of all or substantially
all the Company's assets.
Notwithstanding anything contained in this Agreement to the
contrary, (i) a Change in Control shall not be deemed to have
occurred by virtue of the ownership of Voting Securities of the
Company or a successor by Occidental Petroleum Corporation and
its subsidiaries and affiliates (collectively, "Occidental") or
(ii) by virtue of the transfer by Occidental of all or
substantially all of the Voting securities to another person (as
such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934) or group of affiliated persons.
(b) Claim: any threatened, pending or completed action,
suit, proceeding or alternate dispute resolution mechanism, or
any inquiry, hearing or investigation, whether conducted by the
Company or any other party, that Indemnitee in good faith
believes might lead to the institution of any such action, suit
or proceeding or alternate dispute resolution mechanism, whether
civil, criminal, administrative, investigative or other.
(c) Expenses: include attorneys' fees and all other costs,
travel expenses, fees or experts, transcript costs, filing fees,
witness fees, telephone charges, postage, delivery service fees,
expenses and obligations of any nature whatsoever paid or
incurred in connection with investigating, defending, being a
witness in or participating in (including on appeal), or
preparing to defend, be a witness in or participate in any Claim
relating to any Indemnifiable Event.
7
(d) Indemnifiable Event: any event or occurrence related
to the fact that Indemnitee is or was a director, officer,
employee, agent or fiduciary of the Company, or is or was serving
at the request of the Company as a director, officer, employee,
trustee, agent or fiduciary of another corporation, partnership,
joint venture, employee benefit plan, trust or other enterprise,
or related to anything done or not done by Indemnitee in any such
capacity.
(e) Potential Change in Control: shall be deemed to have
occurred if (i) the Company enters into an agreement or
arrangement, the consummation of which would result in the
occurrence of a Change in Control; (ii) any person (including the
Company) publicly announces an intention to take or to consider
taking actions which if consummated would constitute a Change in
Control; or (iii) the Board adopts a resolution to the effect
that, for purposes of this Agreement, a Potential Change in
Control has occurred.
(f) Reviewing Party: any appropriate person or body
consisting of a member or members of the Company's Board of
Directors or any other person or body appointed by the Board who
is not a party to the particular Claim for which Indemnitee is
seeking indemnification, or Independent Legal Counsel.
(g) Independent Legal Counsel: Independent Legal Counsel
shall refer to an attorney, selected in accordance with the
provisions of Section 3 hereof, who shall not have otherwise
performed services for the Company or Indemnitee within the last
five years (other than in connection with seeking indemnification
under this Agreement). Independent Legal Counsel shall not be
any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to
determine Indemnitee's rights under this Agreement, nor shall
Independent Legal Counsel by any person who has been sanctioned
or censured for ethical violations of applicable standards of
professional conduct.
(h) Voting Securities: any securities of the Company which
vote generally in the election of directors.
2. Basic Indemnification Arrangement.
(a) In the event Indemnitee was, is or becomes a party to
or witness or other participant in, or is threatened to be made a
party to or witness or other participant in, a Claim by reason of
(or arising in party out of) an Indemnifiable Event, the Company
shall indemnify Indemnitee to the fullest extent permitted by law
as soon as practicable but in any event no later than thirty days
after written demand is presented to the Company, against any and
8
all Expenses, judgements, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges
paid or payable in connection with or in respect of such
Expenses, judgements, fines, penalties or amounts paid in
settlement) of such Claim and any federal, state, local or
foreign taxes (net of the value to Indemnitee of any tax benefits
resulting from tax deductions or otherwise) imposed on the
Indemnitee as a result of the actual or deemed receipt of any
payments under this Agreement (including the creation of the
trust referred to in Section 4 hereof). If so requested by
Indemnitee, the Company shall advance (within two business days
of such request) any and all Expenses to Indemnitee (an "Expense
Advance"). Notwithstanding anything in this Agreement or in the
By-laws of the Company to the contrary and except as provided in
Section 5, prior to a Change in Control Indemnitee shall not be
entitled to indemnification pursuant to this Agreement in
connection with any Claim initiated by Indemnitee against the
Company or any director or officer of the Company unless the
Company has joined in or consented to the initiation of such
Claims.
(b) Notwithstanding the foregoing, (i) the obligations of
the Company under Section 2(a) shall be subject to the condition
that the Reviewing Party shall not have determined (in a written
option, in any case in which the Independent Legal Counsel
referred to in Section 3 hereof is involved) that Indemnitee
would not be permitted to be indemnified under applicable law,
and (ii) the obligation of the Company to make an Expense Advance
pursuant to Section 2(a) shall be subject to the condition that,
if, when and to the extent that the Reviewing Party determines
that Indemnitee would not be permitted to be so indemnified under
applicable law, the Company shall be entitled to be reimbursed by
Indemnitee (who hereby agrees to reimburse the Company) for all
such amounts theretofore paid; provided, however, that if
Indemnitee has commenced legal proceedings in a court of
competent jurisdiction to secure a determination that Indemnitee
should be indemnified under applicable law, any determination
made by the Reviewing Party that Indemnitee would not be
permitted to be indemnified under applicable law shall not be
binding and Indemnitee shall not be required to reimburse the
Company for any Expense Advance until a final judicial
determination is made with respect thereto (as to which all
rights of appeal therefrom have been exhausted or lapsed).
Indemnitee's obligation to reimburse the Company for Expense
Advances shall be unsecured and no interest shall be charged
thereon. If there has not been a Change in Control, the
Reviewing Party shall be selected by the Board of Directors, and
if there has been such a Change in Control (other than a Change
in Control which has been approved by a majority of the Company's
Board of Directors who were directors immediately prior to such
Change in Control), the Reviewing Party shall be the Independent
9
Legal Counsel referred to in Section 3 hereof. If there has been
no determination by the Reviewing Party or if the Reviewing Party
determines that Indemnitee substantively would not be permitted
to be indemnified in whole or in part under applicable law,
Indemnitee shall have the right to commence litigation in any
court in the State of Delaware having subject matter jurisdiction
thereof and in which venue is proper seeking an initial
determination by the court or challenging any such determination
by the Reviewing Party or any aspect thereof, or the legal or
factual bases therefor and the Company hereby consents to service
of process and to appear in any such proceeding. Any
determination by the Reviewing Party otherwise shall be
conclusive and binding on the Company and Indemnitee.
3. Change in Control. The Company agrees that if there is a
Change in Control of the Company (other than a Change in Control
which has been approved by a majority of the Company's Board of
Directors who were directors immediately prior to such Change in
Control) then Independent Legal Counsel shall be selected by
Indemnitee and approved by the Company (which approval shall not
be unreasonably withheld), and such Independent Legal Counsel
shall determine whether the officer or director is entitled to
indemnity payments and Expense Advances under this Agreement or
any other agreement or under the Certificate of Incorporation or
By-laws of the Company now or hereafter in effect relating to
Claims for Indemnifiable Events. Such Independent Legal Counsel,
among other things, shall render its written opinion to the
Company and Indemnitee as to whether and to what extent the
Indemnitee will be permitted to the indemnified. The Company
agrees to pay the reasonable fees of the Independent Legal
Counsel and to indemnify fully such Independent Legal Counsel
against any and all expenses (including attorneys' fees), claims,
liabilities and damages arising out or relating to this Agreement
or the engagement of Independent Legal Counsel pursuant hereto.
4. Establishment of Trust. In the event of a Potential Change
in Control, the Company shall, upon written request by
Indemnitee, create a trust for the benefit of Indemnitee and from
time to time upon written request of indemnitee shall fund such
trust in an amount (the "Trust Fund Amount") which is the lesser
of (a) the total of all sums sufficient to satisfy any and all
Expenses reasonably anticipated at the time of each such request
to be incurred in connection with investigating, preparing for
and defending any Claim relating to an Indemnifiable Event, plus
any and all judgements, fines, penalties and settlement amounts
of any and all Claims relating to an Indemnifiable Event from
time to time actually paid or claimed, reasonably anticipated or
proposed to be paid, or (b) Five Million Dollars ($5,000,000).
The Trust Fund Amount shall be determined by the Company's Board
of Directors provided that no Change in Control shall have
occurred but shall be determined by the Independent Legal Counsel
10
after the occurrence of Change in Control. The Company shall
maintain funds in the trust account in the Trust Fund Amount,
depositing such additional amounts as may be appropriate as a
result of disbursements from the account or increases which, from
time to time, may occur in the Trust Fund Amount. The terms of
the trust shall provide that upon a Change in Control (i) the
trust shall not be revoked or the principal thereof invaded,
without the written consent of the Indemnitee, (ii) the trustee
Shall advance, within two business days of a request by
Indemnitee, any and all Expenses to Indemnitee (and Indemnitee
hereby agrees to reimburse the trust under the circumstances
under which the Indemnitee would be required to reimburse the
Company under Section 2(b) of this Agreement), (iii) the trust
shall continue to be funded by the Company in accordance with the
funding obligation set forth above, (iv) the trustee shall
promptly pay to Indemnitee all amounts for which Indemnitee shall
be entitled to indemnification pursuant to this Agreement or
otherwise, and (v) all unexpended funds in such trust shall
revert to the Company upon a final determination by the Reviewing
Party or a court of competent jurisdiction, as the case may be,
that the Indemnitee has been fully indemnified under the terms of
this Agreement. The trustee shall be chosen by Indemnitee.
Nothing in this Section 4 shall relieve the Company of any of its
obligations under this Agreement. All income earned on the
assets held in the trust shall be reported as income by the
Company for federal, state, local and foreign tax purposes.
5. Indemnification for Additional Expenses. The Company shall
indemnify Indemnitee against any and all expenses (including
attorneys' fees) and, if requested by Indemnitee, shall (within
two business days of such request) advance such expenses to
Indemnitee, which are incurred by Indemnitee in connection with
any Claim asserted against Indemnitee or which are incurred in
connection with any action brought by Indemnitee for (i)
indemnification or advance payment of Expenses by the Company
under this Agreement or any other agreement or under the
Certificate of Incorporation or By-laws of the Company now or
hereafter in effect relating to Claims for Indemnifiable Events
and/or (ii) recovery under any directors' and officer's liability
insurance policies maintained by the Company, regardless of
whether Indemnitee ultimately is determined to be entitled to
such indemnification, advance expense payment or insurance
recovery, as the case may be.
6. Partial Indemnity, Etc. If Indemnitee is entitled under
any provision of this Agreement to indemnification by the Company
for some or a portion of the Expenses, judgements, fines,
penalties and amounts paid in settlement of a Claim but not,
however, for all of the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion thereof to
which Indemnitee is entitled. Moreover, notwithstanding any
11
other provision of this Agreement, to the extent that Indemnitee
has been successful on the merits or otherwise in defense of any
or all Claims relating in whole or in part to an Indemnifiable
Event or in defense of any issue or matter therein, including
dismissal without prejudice, Indemnitee shall be indemnified
against all Expenses incurred in connection therewith. In
connection with any determination by the Reviewing Party or
otherwise as to whether Indemnitee is entitled to be indemnified
hereunder, the burden of proof shall be on the Company to
establish that Indemnitee is not so entitled.
7. No Presumption. For purposes of this Agreement, the
termination of any claim, action, suit or proceeding, by
judgement, order, settlement (whether with or without court
approval) or conviction, or upon a plea of nolo contendere or its
equivalent, shall not create a presumption that Indemnitee did
not meet any particular standard of conduct or have any
particular belief or that a court has determined that
indemnification is not permitted by applicable law.
8. Non-exclusivity, Etc. The rights of the Indemnitee
hereunder shall be in addition to any other rights Indemnitee may
have under the Certificate of Incorporation or By-laws of the
Company or the Delaware General Corporation Law or otherwise. To
the extent that a change in the Delaware General Corporation Law
(whether by statute or judicial decision) permits greater
indemnification by agreement than would be afforded currently
under the Certificate of Incorporation and By-laws of the Company
and this Agreement, it is the intent of the parties hereto that
Indemnitee shall enjoy by this Agreement the greater benefits so
afforded by such change.
9. No Construction as Employment Agreement. Nothing contained
herein shall be construed as giving Indemnitee any right to be
retained in the employ of the Company or any of its subsidiaries.
10. Liability Insurance. To the extent the Company maintains
an insurance policy or policies providing directors' and
officers' liability insurance, Indemnitee shall be covered by
such policy or policies, in accordance with its or their terms,
to the maximum extent of coverage provided for any Company
director or officer.
11. Period of Limitations. No legal action shall be brought
and no cause of action shall be asserted by or in the right of
the Company or any affiliate of the Company against Indemnitee,
Indemnitee's spouse, heirs, executors, administrators or personal
or legal representatives after the expiration of two years from
the date of accrual of such cause of action, and any claim or
cause of action of the Company or its affiliates shall be
extinguished and deemed released unless asserted by the timely
12
filing of a legal action within such two-year period; provided,
however, that if any shorter period of limitations is otherwise
applicable to any such cause of action such shorter period shall
govern.
12. Amendments, Etc. No supplement, modification or amendment
of this Agreement shall be binding unless executed in writing by
both of the parties hereto. No waiver of any of the provisions
of this Agreement shall be deemed or shall constitute a waiver of
any other provisions hereof (whether or not similar) nor shall
such waiver constitute a continuing waiver.
13. Subrogation. In the event of payment under this Agreement,
the Company shall be subrogated to the extent of such payment to
all the rights of recovery of Indemnitee, who shall execute all
papers required and shall do everything that may be necessary to
secure such rights, including the execution of such documents as
may be necessary to enable the Company effectively to bring suit
to enforce such rights.
14. No Duplication of Payments. The Company shall not be
liable under this Agreement to make any payment in connection
with any claim made against Indemnitee to the extent Indemnitee
has otherwise actually received payment (under any insurance
policy, the Certificate of Incorporation or the By-laws of the
Company or otherwise) of the amounts otherwise indemnifiable
hereunder.
15. Indemnification Procedures.
(a) Promptly after receipt by Indemnitee of notice of the
commencement of or the threat of commencement of any action, suit
or proceeding, Indemnitee shall notify the Company of the
commencement or threat thereof; but the omission so the notify or
delay in notifying the Company will not relieve the Company from
any liability which it may have to Indemnitee except to the
extent that the Company is actual prejudiced by any such omission
or delay.
(b) The Company shall give prompt notice of the
commencement of such action, suit or proceeding to the insurers
on the D & O Insurance, if any, in accordance with the procedures
set forth in the respective policies in favor of Indemnitee. The
Company shall thereafter take all necessary or desirable action
to cause such insurers to pay, on behalf of Indemnitee, all
amount payable as a result of such action, suit or proceeding in
accordance with the terms of such policies.
(c) In the event such action, suit or proceeding is other
than by or in the right of the Company, Indemnitee may, at his
option, either control the defense thereof himself, require the
Company to defend him or accept the defense provided under the D
13
& O Insurance; provided, however, that Indemnitee may not control
the defense himself or require the Company to defend him if such
decision would jeopardize the coverage provided by the D & O
Insurance to the Company and/or the other directors and officers
covered thereby. In the event that Indemnitee requires the
Company to defend him, or in the event that Indemnitee proceeds
under the D & O Insurance but Indemnitee determines that such
insurers under the D & O Insurance are unable or unwilling to
adequately defend, contest and protect Indemnitee against any
such action, suit or proceeding, the Company shall promptly
undertake to defend any such action, suit or proceeding, at the
Company's sole cost and expense, utilizing counsel of
Indemnitee's choice who has been approved by the Company. If
appropriate the Company shall have the right to participate in
the defense of such action, suit or proceeding.
(d) In the event such action, suit or proceeding is by or
in the right of the Company, Indemnitee may, at his option,
either control the defense thereof himself or accept the defense
provided under the D & O Insurance; provided, however, that
Indemnitee may not control the defense himself if such decision
would jeopardize the coverage provided by the D & O Insurance, if
any, to the Company and/or the other directors and officers
covered thereby.
(e) In the event the Company shall fail timely to defend,
contest or otherwise protect Indemnitee against any such action,
suit or proceeding which is not by or in the right of the
Company, Indemnitee shall have the right to do so, including
without limitation, the right to make any compromise or
settlement thereof, and to recover from the Company all
attorneys' fees, reimbursements and all amounts paid as a result
thereof.
16. Binding Effect, Etc. This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the parties
hereto and the respective successors, assigns, including any
direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business and/or
assets of the Company, spouses, heirs, and personal and legal
representatives. The Company shall require and cause any
successor (whether direct or indirect by purchase, merger,
consolidation or otherwise) to all, substantially all, or a
substantial part, of the business and/or assets of the Company,
by written agreement in form and substance satisfactory to
Indemnitee, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the
Company would be required to perform if no such succession had
taken place. This Agreement shall continue in effect regardless
of whether Indemnitee continues to serve as an officer of the
Company or of any other enterprise at the Company's request.
14
17. Severability. The provisions of this Agreement shall be
severable. In the event that any of the provisions hereof
(including any provision within a single section, paragraph or
sentence) are held by a court of competent jurisdiction to be
invalid, void or otherwise unenforceable, the remaining
provisions shall remain enforceable to the fullest extent
permitted by law. Furthermore, to the fullest extent possible,
the provisions of this Agreement (including, without limitation,
each portion of this Agreement containing any provision held to
be invalid, void or otherwise unenforceable, that is not itself
invalid, void or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid,
illegal or unenforceable.
18. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State
of Delaware applicable to contracts made and to be performed in
such state without giving effect to the principles of conflicts
of laws.
IN WITNESS WHEREOF, the parties hereto have duly executed
and delivered this Agreement as of the day and year first written
above.
IBP, inc.
By:________________________________
(Name)
(Title)
________________________________
(Indemnitee)
15
<TABLE>
EXHIBIT 12
<CAPTION>
IBP, inc.
Computation of Ratio of Earnings to Fixed Charges
(In thousands, except ratio data)
Thirty-nine Weeks Ended Fiscal Years Ended
----------------------- ------------------------------------------------
Sept. 30, Sept. 24, Dec. 31, Dec.25, Dec 26, Dec. 28, Dec.29,
1995 1994 1994<F2> 1993<F3> 1992 1991 1990<F4>
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings before income taxes $357,322 $170,641 $304,932 $129,831 $107,026 $372 $65,946
Fixed charges
Interest expense 31,218 33,154 45,124 45,838 54,683 61,344 59,110
Interest portion of
operating lease/
rent expense <F1> 3,018 2,536 3,440 3,360 3,328 3,893 2,495
Total fixed charges 34,236 35,690 48,564 49,198 58,011 65,237 61,605
Earnings before fixed charges $399,907 $208,761 $357,453 $180,455 $166,627 $67,490 $137,332
Ratio of earnings to fixed
charges 11.44x 5.78x 7.28x 3.64x 2.84x 1.01x 2.07x
<FN>
<F1>
(1) Represents one-third of operating lease/rent expense, which the Company's management believes
to be representative of the interest portion of operating lease/rent expense.
</FN>
<FN>
<F2>
(2) Fiscal year consisted of 53 weeks.
</FN>
<FN>
<F3>
(3)
The earnings set forth for 1993 do not reflect the effect of the Company's change in its method of
accounting for income taxes in such year.
</FN>
<FN>
<F4>
(4) The earnings set forth for 1990 do not reflect the effect of the Company's extraordinary item
relating to the premium paid by the Company in such year in connection with its prepayment of
certain indebtedness.
</FN>
</TABLE>
