JACOBSON STORES INC
10-Q, 2000-09-11
DEPARTMENT STORES
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<PAGE>   1

                                    FORM 10-Q


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


          [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                  For the quarterly period ended July 29, 2000

                          Commission file number 0-6319


                              JACOBSON STORES INC.
             (Exact name of registrant as specified in its charter)


              Michigan                                  38-0686330
(State or other jurisdiction of            (IRS Employer Identification Number)
 incorporation or organization)

                   3333 Sargent Road, Jackson, Michigan 49201
          (Address of principal executive offices, including zip code)

                                 (517) 764-6400
              (Registrant's telephone number, including area code)

                                 Not Applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)


              Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes [X] No [ ]

              Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                          Common Stock ($1 Par Value):
              5,788,209-2/3 Shares outstanding as of July 29, 2000


<PAGE>   2



               JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES


                                    FORM 10-Q

                         For Quarter Ended July 29, 2000


                                      INDEX


<TABLE>
<CAPTION>

                                                                                                              Page
<S>                                                                                                           <C>

PART I:       FINANCIAL INFORMATION

         Item 1.    Financial Statements

                    .   Consolidated Balance Sheets - July 29, 2000 and
                        January 29, 2000                                                                       1

                    .   Consolidated Statements of Earnings - Thirteen and Twenty-Six
                        Week Periods Ended July 29, 2000 and July 31, 1999                                     2

                    .   Consolidated Statements of Cash Flows - Twenty-Six Week
                        Periods Ended July 29, 2000 and July 31, 1999                                          3

                    .   Notes to Consolidated Financial Statements                                             4

                    Review by Independent Public Accountants                                                   6

                    Exhibit:

                    .   Report of Independent Public Accountants                                               7

         Item 2.    Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                                                        8

         Item 3.    Quantitative and Qualitative Disclosures About Market Risk                                12

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

           All items except those set forth above are inapplicable and have been omitted.


SIGNATURES                                                                                                    15

INDEX OF EXHIBITS

</TABLE>


<PAGE>   3



               JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES


                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)
                                  (unaudited)

<TABLE>
<CAPTION>

                                                                                      July 29,        January 29,
ASSETS                                                                                  2000             2000
                                                                                   -------------      ----------
<S>                                                                                <C>               <C>


CURRENT ASSETS:
    Cash and cash equivalents                                                       $       819      $       722
    Receivables from customers, net                                                      25,093           32,142
    Merchandise inventories                                                              85,571           91,905
    Prepaid expenses and other assets                                                     1,066            1,472
    Deferred taxes                                                                        5,494            5,494
                                                                                    -----------      -----------

              Total current assets                                                      118,043          131,735
                                                                                    -----------      -----------
PROPERTY AND EQUIPMENT, NET                                                              82,954           83,163
                                                                                    -----------      -----------
OTHER ASSETS                                                                             19,376           18,766
                                                                                    -----------      -----------
                                                                                    $   220,373      $   233,664
                                                                                    ===========      ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
    Current portion of long-term debt                                               $     2,798      $     3,392
    Accounts payable                                                                     33,387           39,968
    Accrued expenses                                                                     15,311           18,712
    Accrued income taxes                                                                    -              1,670
                                                                                    -----------       ----------
              Total current liabilities                                                  51,496           63,742
                                                                                    -----------      -----------
LONG-TERM DEBT                                                                           88,645           85,772
                                                                                    -----------      -----------
DEFERRED TAXES                                                                            3,740            6,039
                                                                                    -----------      -----------
OTHER LIABILITIES                                                                         3,627            3,668
                                                                                    -----------      -----------
SHAREHOLDERS' EQUITY:
    Common stock                                                                          5,975            5,975
    Paid-in surplus                                                                       7,201            7,201
    Retained earnings                                                                    60,088           61,666
    Treasury stock                                                                         (399)            (399)
                                                                                    -----------      -----------
                                                                                         72,865           74,443
                                                                                    -----------      -----------
                                                                                    $   220,373      $   233,664
                                                                                    ===========      ===========

</TABLE>

        The accompanying notes are an integral part of these statements.


                                      - 1 -

<PAGE>   4



               JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES


                       CONSOLIDATED STATEMENTS OF EARNINGS
                      (in thousands except per share data)
                                   (unaudited)

<TABLE>
<CAPTION>


                                                       Thirteen Weeks Ended                 Twenty-Six Weeks Ended
                                                       --------------------                 ----------------------
                                                   July 29,           July 31,            July 29,             July 31,
                                                     2000               1999                2000                 1999
                                                  ----------        -----------         ----------            ---------
<S>                                              <C>                <C>                <C>                   <C>


NET SALES                                         $  93,871         $    94,186           $ 209,050           $ 208,145
                                                  ---------         -----------           ---------           ---------

COSTS AND EXPENSES:
    Cost of merchandise sold, buying and
          occupancy expenses                         67,165              68,609             139,955             142,306
    Selling, general and administrative
        expenses                                     31,609              31,132              67,895              65,523
    Interest expense, net                             1,810               1,773               3,627               3,577
Gain on sale of property                               --                  (523)               --                  (523)
                                                  ---------           ---------           ---------           ---------
           Total costs and expenses                 100,584             100,991             211,477             210,883
                                                  ---------           ---------           ---------           ---------
EARNINGS (LOSS) BEFORE INCOME
   TAXES                                             (6,713)             (6,805)             (2,427)             (2,738)

PROVISION (CREDIT) FOR INCOME
    TAXES                                            (2,349)             (2,382)               (849)               (959)
                                                  ---------           ---------           ---------           ---------

NET EARNINGS (LOSS)                               $  (4,364)          $  (4,423)          $  (1,578)          $  (1,779)
                                                  =========           =========           =========           =========




EARNINGS (LOSS) PER COMMON SHARE:
    Basic and diluted                             $   (0.75)          $   (0.76)          $   (0.27)          $   (0.31)
                                                  =========           =========           =========           =========

</TABLE>




        The accompanying notes are an integral part of these statements.



                                      - 2 -





<PAGE>   5
               JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                                        Twenty-Six Weeks Ended
                                                                                        ----------------------
                                                                                      July 29,         July 31,
                                                                                       2000              1999
                                                                                    -------------    -----------
<S>                                                                                <C>               <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                        $    (1,578)     $    (1,779)
    Gain on sale of property                                                                  -             (523)
    Adjustments to reconcile net earnings to cash
    provided by operating activities:
       Depreciation and amortization                                                      4,289            4,208
       Deferred taxes                                                                    (2,299)          (1,520)
       Other liabilities                                                                    (42)            (190)

       Change in:
          Receivables from customers, net                                                 7,049            6,468
          Merchandise inventories                                                         6,334           11,612
          Prepaid expenses and other assets                                                 406              146
          Accounts payable and accrued expenses                                          (9,982)         (10,221)
          Current income taxes                                                           (1,670)            (442)
                                                                                    -----------      -----------


                 Net cash provided by operating activities                                2,507            7,759
                                                                                    -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds from sale of property                                                            -            2,315
    Additions to property and equipment                                                  (4,080)          (1,639)
    Other non-current assets                                                               (610)             (27)
                                                                                    -----------      -----------

                 Net cash provided by (used in) investing activities                     (4,690)             649
                                                                                    -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Additions to long-term debt                                                           3,936                -
    Reduction of long-term debt                                                          (1,656)          (5,567)
                                                                                    -----------      -----------

                 Net cash provided by (used in) financing activities                      2,280           (5,567)
                                                                                    -----------      -----------

INCREASE IN CASH AND CASH EQUIVALENTS                                                        97            2,841
                                                                                    -----------      -----------

    Cash and cash equivalents, beginning of period                                          722            2,929
                                                                                    -----------      -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                            $       819      $     5,770
                                                                                    ===========      ===========

</TABLE>

        The accompanying notes are an integral part of these statements.

                                      - 3 -


<PAGE>   6



               JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


                         For Quarter Ended July 29, 2000


         The condensed financial statements included herein have been prepared
         by the Company without audit and reflect all adjustments which are, in
         the opinion of management, necessary to achieve a fair statement of
         results for the interim periods. All adjustments are of a normal and
         recurring nature.

         Because of the nature of the specialty department store business, the
         results for the twenty-six week periods ended July 29, 2000 and July
         31, 1999 (which do not include the Christmas holiday season) are not
         indicative of the results for the year as a whole.

         Certain information in footnote disclosures normally included in
         financial statements prepared in accordance with generally accepted
         accounting principles has been condensed or amended, although the
         Company believes that the disclosures are adequate to make the
         information presented not misleading. It is suggested that these
         condensed financial statements be read in conjunction with the
         financial statements and notes to consolidated financial statements
         included in the Company's latest annual report on Form 10-K.

   (1)   EARNINGS (LOSS) PER SHARE

         Basic earnings (loss) per common share are computed by dividing
         reported earnings available to common shareholders by weighted average
         common shares outstanding. Diluted earnings per common share give
         effect to dilutive potential common shares. Earnings (loss) per common
         share are calculated as follows:

<TABLE>
<CAPTION>

                                                                       Thirteen  Weeks             Twenty-Six Weeks
                                                                     -------------------         --------------------
                                                                     July 29,     July 31,       July 29,     July 31,
         (in thousands, except per share data)                          2000       1999           2000          1999
        --------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>          <C>           <C>          <C>


         Net loss                                                    $(4,364)     $(4,423)     $(1,578)     $(1,779)
                                                                     =======      =======      =======      =======

         Weighted average common shares outstanding                    5,788        5,788        5,788        5,788
         Dilutive stock options                                           12            9            9            2
                                                                     -------      -------      -------      -------

              Shares used to calculate diluted
                 loss per common share                                 5,800        5,797        5,797        5,790
                                                                     =======      =======      =======      =======

         Loss per common share:
               Basic and diluted                                      $(0.75)      $(0.76)     $ (0.27)     $ (0.31)
                                                                      ======       ======      =======      =======


</TABLE>

                                              - 4 -


<PAGE>   7




               JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


                         For Quarter Ended July 29, 2000

<TABLE>
<CAPTION>


   (2)   CUSTOMER CREDIT AND RECEIVABLES

         Receivables from customers were as follows:
                                                                             July 29,     January 29,
                 (in thousands)                                                2000          2000
                 ----------------------------------------                -------------   -----------
<S>                                                                      <C>             <C>

                 Receivables from customers                                 $   25,493    $   32,701
                 Less reserve for doubtful accounts                                400           559
                                                                            ----------    ----------

                                                                               $25,093    $   32,142
                                                                            ==========    ==========

   (3)   MERCHANDISE INVENTORIES

         Merchandise inventories were as follows:
                                                                             July 29,     January 29,
                 (in thousands)                                                2000          2000
                 ----------------------------------------                -------------   ------------

                 Inventories at first-in, first out
                     (FIFO) cost                                           $   102,469   $   108,803
                 Less LIFO reserves                                             16,898        16,898
                                                                           -----------   -----------

                                                                           $    85,571   $    91,905
                                                                           ===========   ===========

   (4)   PROPERTY AND EQUIPMENT

         Property and equipment are set forth below:
                                                                             July 29,     January 29,
                 (in thousands)                                                2000           2000
                 ----------------------------------------                ------------    ------------
                 Property and equipment                                    $   184,280   $   180,199
                 Less accumulated depreciation
                     and amortization                                          101,326        97,036
                                                                           -----------   -----------

                                                                           $    82,954   $    83,163
                                                                           ===========   ===========


</TABLE>





                                      - 5 -

<PAGE>   8




               JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


                         For Quarter Ended July 29, 2000




   (5)   SUPPLEMENTARY CASH FLOW INFORMATION

         The Company considers all short-term investments with a maturity at
         date of purchase of three months or less to be cash equivalents.

         Interest paid (net of interest capitalized) totaled $3,448,000 and
         $3,606,000 in the twenty-six week periods ended July 29, 2000 and July
         31, 1999, respectively. The Company paid income taxes totalling
         $3,130,000 and $1,007,000 in the twenty-six week periods ended July 29,
         2000 and July 31, 1999, respectively.






         REVIEW BY INDEPENDENT PUBLIC ACCOUNTANTS

         Arthur Andersen LLP, independent public accountants, have performed a
         limited review of the condensed consolidated financial statements for
         the thirteen and twenty-six week periods ended July 29, 2000. Since
         they did not perform an audit, they express no opinion on the financial
         statements referred to above.

















                                      - 6 -


<PAGE>   9







                               ARTHUR ANDERSEN LLP



                    Report of Independent Public Accountants




To Jacobson Stores Inc.:

We have reviewed the accompanying condensed consolidated balance sheet of
JACOBSON STORES INC. (a Michigan corporation) and subsidiaries as of July 29,
2000 and the related condensed consolidated statements of earnings and cash
flows for the thirteen and twenty-six week periods then ended. These financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the consolidated financial statements referred to above for them to
be in conformity with accounting principles generally accepted in the United
States.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Jacobson Stores Inc. and
subsidiaries as of January 29, 2000 and the related consolidated statements of
earnings, shareholders' equity and cash flows for the year then ended (not
presented herein), and, in our report dated March 3, 2000, we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying condensed consolidated balance
sheet as of January 29, 2000, is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.



                                                       /s/  ARTHUR ANDERSEN LLP
                                                       ------------------------

Detroit, Michigan
August 11, 2000






                                      - 7 -

<PAGE>   10



               JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES

                          PART I: FINANCIAL INFORMATION

                         For Quarter Ended July 29, 2000


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

The registrant, Jacobson Stores Inc., a Michigan corporation and successor to a
business founded in 1868, operates specialty stores catering to discerning
customers with preferences for distinctive, quality merchandise. The Company is
committed to highly responsive service, distinctive merchandise of high quality
at a fair price, and a visually appealing and immaculate setting. Each store
features distinctive apparel and accessories for women, men and children, as
well as decorative accents for the home.

The Company owns a substantial portion of the real property used in its
business, primarily through its consolidated, wholly-owned real estate
subsidiary, Jacobson Stores Realty Company ("Jacobson Realty"). The Company also
has a consolidated, wholly-owned finance subsidiary, Jacobson Credit Corp.
("Jacobson Credit"). As used in this report, the terms "registrant", "Company"
and "Jacobson's" refer to Jacobson Stores Inc. and its subsidiaries unless the
context indicates otherwise.

The Company has stores in twenty-four cities in Michigan, Indiana, Kansas,
Kentucky, Ohio and Florida. The principal distribution functions are performed
at service centers in Jackson, Michigan and Winter Park, Florida. Functions
common to all stores, such as management coordination, merchandising, sales
promotion, data processing and accounting, are centralized at the corporate
headquarters in Jackson, Michigan.

a.    OPERATING RESULTS:  THIRTEEN WEEKS ENDED JULY 29, 2000 COMPARED TO
      THIRTEEN  WEEKS ENDED JULY 31, 1999

      Sales for the quarter ended July 29, 2000, totaled $93,871,000, a decrease
      of 0.3% from 1999. Comparable store sales also decreased 0.3%.

      The Company's gross profit percentage increased to 28.4% for the thirteen
      weeks this year from 27.2% in 1999, reflecting principally lower markdowns
      and LIFO provision. The 2000 annual LIFO provision is estimated at zero,
      resulting in a $339,000 LIFO credit in the second quarter this year. The
      LIFO provision totaled $276,000 in the 1999 second quarter.

      Selling, general and administrative expenses, expressed as a percentage of
      net sales, increased to 33.7 % in the second quarter this year from 33.1%
      one year ago. The increase is due primarily to planned increases in
      selling payroll and health care expenses, partially offset by decreases in
      sales promotion and pension expenses.

      Interest expense, expressed as a percentage of net sales, totaled 1.9% for
      the second quarter in both years.


                                      - 8 -

<PAGE>   11



               JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES

                          PART I: FINANCIAL INFORMATION


                         For Quarter Ended July 29, 2000


      2000 net loss for the thirteen weeks totaled $4,364,000, or 75 cents per
      common share, compared to $4,423,000, or 76 cents per common share, last
      year. As a percent of sales, net loss was 4.6% in 2000 compared to 4.7% in
      1999. 1999 included an after-tax gain on sale of property totaling
      $340,000, or 6 cents per share.

b.    OPERATING RESULTS: TWENTY-SIX WEEKS ENDED JULY 29, 2000 COMPARED TO
      TWENTY-SIX WEEKS ENDED JULY 31, 1999

      Sales for the twenty-six weeks ended July 29, 2000, totaled $209,050,000,
      an increase of 0.4% from 1999. Comparable store sales also increased 0.4%.

      The Company's gross profit percentage increased to 33.1% for the first
      twenty-six weeks of this year from 31.6% in 1999, reflecting principally
      higher markups and lower markdowns and LIFO provision. The 2000 annual
      LIFO provision is estimated at zero. The LIFO provision totaled $610,000
      in the first twenty-six weeks of 1999.

      Selling, general and administrative expenses, expressed as a percentage of
      sales, increased to 32.5% for the twenty-six weeks from 31.5% one year
      ago. The increase is due primarily to planned increases in selling payroll
      and health care, partially offset by reduced sales promotion expense and
      pension this year.

      Interest expense, expressed as a percentage of sales, totaled 1.7% in both
      years.

      2000 net loss for the twenty-six weeks totaled $1,578,000, or 27 cents per
      common share, compared to $1,779,000, or 31 cents per common share, last
      year. As a percent of sales, net loss was 0.8% in 2000 compared to 0.9% in
      1999. 1999 results included an after-tax gain on sale of property totaling
      $340,000, or 6 cents per share.

c.    LIQUIDITY AND CAPITAL RESOURCES

      At July 29, 2000, the Company's current ratio was 2.29 to 1 and working
      capital totaled $66,547,000, including $819,000 of cash and cash
      equivalents. At January 29, 2000, the current ratio was 2.07 to 1 and
      working capital totaled $67,993,000, including $722,000 of cash and cash
      equivalents.



                                      - 9 -


<PAGE>   12




               JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES

                          PART I: FINANCIAL INFORMATION


                         For Quarter Ended July 29, 2000

      The Company utilizes cash flows from operations and revolving credit line
      borrowings to fund its seasonal working capital needs, debt service and
      expenditures to modernize and refixture existing stores. To support its
      present and planned working capital requirements, the Company has a
      $100,000,000 revolving credit facility under a Revolving Credit Agreement
      with a commercial lender. The revolving credit facility currently provides
      for borrowings of up to $80,000,000, subject to a borrowing base
      limitation and lender reserves. The Company may, at its option, increase
      the maximum available borrowings under the revolving credit facility to up
      to $100,000,000 in the aggregate, subject to the borrowing base limitation
      and lender reserves. As of July 29, 2000, the Company had outstanding
      borrowings and letters of credit under this facility totalling $29,432,000
      and had $50,568,000 of borrowing availability. For the twenty-six weeks
      ended July 29, 2000, the daily weighted average interest rate on
      borrowings under the Revolving Credit Agreement was 8.7%.

      The Company's debt obligations that are sensitive to changes in interest
      rates, scheduled principal maturities, weighted average interest rates
      associated with those maturities and market value of debt have not changed
      materially from fiscal year-end.

 d.   CASH FLOWS

      Cash and cash equivalents increased $97,000 in the twenty-six weeks ended
      July 29, 2000, compared to an increase of $2,841,000 in the twenty-six
      weeks ended July 31, 1999. Cash flows are impacted by operating, investing
      and financing activities. In the twenty-six weeks this year, cash provided
      by operating activities totaled $2,507,000, compared to $7,759,000
      provided in 1999. The decrease was primarily due to increased second
      quarter inventory receipts.

      Investing activities used cash of $4,690,000 in the twenty-six weeks this
      year compared to $649,000 provided in 1999. Capital expenditures totaled
      $4,080,000 in the first twenty-six weeks of 2000, including $2,915,000 for
      the Indianapolis renovation, compared to $1,639,000 in the comparable 1999
      period. Proceeds from a sale of property totaled $2,315,000 in 1999.

      Financing activities provided cash of $2,280,000 in the twenty-six weeks
      this year compared to $5,567,000 used last year. In the twenty-six weeks
      in 2000, the Company borrowed $3,936,000 under its revolving credit
      facility, used $682,000 to purchase 6 3/4% Convertible Subordinated
      Debentures and used $974,000 to service current maturities of long-term
      debt. In 1999, the Company paid down $3,347,000 under its revolving credit
      facility, used $1,260,000 to purchase 6 3/4% Convertible Debentures and
      used $960,000 to service current maturities of long-term debt.

      The Company believes its cash flows from operations, along with its
      borrowing capacity and access to financial markets are adequate to fund
      its operations and debt maturities.



                                     - 10 -


<PAGE>   13




               JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES

                          PART I: FINANCIAL INFORMATION


                         For Quarter Ended July 29, 2000


e.    CORPORATE DEVELOPMENT

      The Company reviews the performance of its less profitable stores from
      time to time to determine whether it would be in the Company's best
      interest to close any of these stores. Store closings could have a
      significant impact on the Company's sales, expenses and capital
      requirements and would likely entail additional significant one-time
      charges to effect the closing and to recognize any impairment of assets
      resulting from the closing decision.

      In January, 2000, the Company signed a lease for an 80,000 square foot
      store under construction in Meridian Mall, Okemos, Michigan. This store is
      targeted to open in October 2000 and will replace the Company's nearby
      freestanding downtown East Lansing location. The Company sold its East
      Lansing location in January 2000, but will continue to operate the present
      store under a short-term lease until the Meridian Mall store opens.

      In March 2000, the Company signed a lease for an 80,000 square foot store
      that will anchor a new development, The Cascades at Isleworth, an upscale
      specialty center to be constructed in southwest Orlando, Florida. The
      store is targeted to open in the fall of 2001.

      In March 2000, the Company changed its fiscal year end to the Saturday
      nearest January 31st from the last Saturday in January.

      The previously announced lease for an anchor store in a new specialty
      center in Cincinnati, Ohio, has been terminated as the result of the
      developer's decision not to proceed with construction of the center.

      In August 2000, the company signed a lease for a 60,000 square foot anchor
      location at Renaissance Center, in north Orlando, Florida. This store is
      targeted to open in mid-Summer 2001 and will replace the Company's nearby
      Longwood, Florida store.

      Each of the above statements regarding future revenues, expenses or
      business plans (including statements regarding the sufficiency of the
      Company's capital resources to fund future operations) may be a "forward
      looking statement" within the meaning of the Securities Exchange Act of
      1934. Such statements are subject to important factors and uncertainties
      that could cause actual results to differ materially from those in the
      forward-looking statement, including the continued support of the
      Company's trade creditors and factors, the risks inherent in the level of
      the Company's long-term debt compared to its equity, the risk of
      unanticipated operating expenses, general trends in retail clothing
      apparel purchasing especially during the Christmas season, and the factors
      set forth in this Management's Discussion and Analysis of Financial
      Condition and Results of Operations.



                                     - 11 -


<PAGE>   14




               JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES

                          PART I: FINANCIAL INFORMATION


                         For Quarter Ended July 29, 2000



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company's debt obligations that are sensitive to changes in
         interest rates, scheduled principal maturities, weighted average
         interest rates associated with those maturities and market value
         of debt have not changed materially from fiscal year-end.



































                                     - 12 -


<PAGE>   15




               JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES

                           PART II: OTHER INFORMATION


                         For Quarter Ended July 29, 2000


ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

               The Annual Meeting of Shareholders of the Company was held on May
               25, 2000. At the Annual Meeting, Leslie E. Dietzman, Paul W.
               Gilbert, Philip H. Power and Robert L. Rosenfeld were elected as
               Directors to serve until the 2003 Annual Meeting of Shareholders
               and until their successors are elected and qualified. The
               following votes were cast for or were withheld from voting with
               respect to the election of each of the following persons:

<TABLE>
<CAPTION>
                                                                               Votes
                                                                   -----------------------------
                                                                                       Authority
                                         Name                           For            Withheld
                            ----------------------------------     -------------     -----------
<S>                                                                <C>               <C>

                            Leslie E. Dietzman                         5,419,845          56,052
                            Paul W. Gilbert                            5,408,530          67,367
                            Philip H. Power                            5,419,015          56,882
                            Robert L. Rosenfeld                        5,422,637          53,260

</TABLE>

               There were no abstentions or broker non-votes in connection with
               the election of the directors at the Annual Meeting.

               In addition, at the Annual Meeting, the shareholders voted to
               appoint Arthur Andersen LLP, independent certified public
               accountants, as auditors for the fiscal year ending February 3,
               2001. The following table shows the number of votes for and
               against the proposal and the number of votes abstaining with
               respect to the proposal:

                              For          Against        Abstain
                              ---          -------        -------

                           5,462,543        6,364          6,990

               There were no broker non-votes in connection with the appointment
               of the Company's auditors at the Annual Meeting.









                                     - 13 -



<PAGE>   16




               JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES

                           PART II: OTHER INFORMATION


                         For Quarter Ended July 29, 2000


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

    (a)   Exhibits

          10     Management Incentive Plan, dated as of May 25, 2000.

          15     Letter from Independent Public Accountants

          27     Financial Data Schedule

    (b)   Reports on Form 8-K

          The Company did not file any reports on Form 8-K during its
          fiscal quarter ended July 29, 2000.

All exhibits except as set forth above have been omitted as not applicable or
not required.
























                                     - 14 -

<PAGE>   17





               JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES


                         For Quarter Ended July 29, 2000





                                   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.








<TABLE>
<S>      <C>                                                     <C>


                                                                             JACOBSON STORES INC.
                                                                   ---------------------------------------------------
                                                                                 (Registrant)



Date:               September 11           ,   2000        BY:    /s/   P. Gerald Mills
         ----------------------------------                        ---------------------------------------------------
                                                                   P. GERALD MILLS
                                                                   Chairman of the Board, President and
                                                                   Chief Executive Officer



Date:               September 11           ,   2000         BY:    /s/   Paul W. Gilbert
         ----------------------------------                        ---------------------------------------------------
                                                                   PAUL W. GILBERT
                                                                   Vice Chairman of the Board
                                                                   (Principal Financial Officer)

</TABLE>





                                     - 15 -

<PAGE>   18





               JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES


                                INDEX OF EXHIBITS




               10        Management Incentive Plan, dated as of May 25, 2000

               15        Letter from Independent Public Accountants

               27        Financial Data Schedule






       All exhibits except as set forth above have been omitted as not
applicable or not required.













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