<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>
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<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>
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<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.
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<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.
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<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.
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<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.
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<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.
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<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.
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<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.
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<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>
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<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.