FORM 10-Q
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended January 1, 1994
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From ... to ...
Commission File No. 1-8739
Burlington Coat Factory Warehouse Corporation
_____________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 22-1970303
- ------------------------------ -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1830 Route 130 North
Burlington, New Jersey 08016
- ------------------------------ -------------------------------
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (609) 387-7800
Indicate by check mark whether the Registrant (1) has filed
all reports required 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.
Class Outstanding at February 7, 1994
- -------------------------- --------------------------------
Common stock, par value $1 41,067,746
Page 1 of 17 Pages
<PAGE>
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
AND SUBSIDIARIES
I N D E X
Page
Part I - Financial Information:
Item 1. Financial Statements:
Condensed consolidated balance sheets - 3
January 1, 1994 (unaudited), July 3, 1993
and December 26, 1992 (unaudited)
Condensed consolidated statements of operations - six 4
and three months ended January 1, 1994 and
December 26, 1992 (unaudited)
Condensed consolidated statements of cash flows - 5
Six months ended January 1, 1994 and
December 26, 1992 (unaudited)
Notes to condensed consolidated financial statements 6-7
Item 2. Management's discussion and analysis of results 8 - 12
of operations and financial condition
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
SIGNATURES 14
Page 2
<PAGE>
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(All amounts in thousands)
<TABLE>
<CAPTION>
January 01, JULY 03, December 26,
1994 1993 1992
ASSETS ----------- ----------- -----------
- ------
<S> <C> <C> <C>
Current Assets:
Cash and Cash Equivalents $114,350 $34,881 $125,645
Short-Term Investments 33,057 16,421 24,661
Accounts Receivable 16,364 10,057 17,412
Merchandise Inventories 399,155 352,919 289,741
Deferred Tax Asset 4,982 4,441 4,278
Prepaid and Other Current Assets 3,933 16,641 4,470
-------- -------- --------
Total Current Assets 571,841 435,360 466,207
Property and Equipment Net of Accumulated Depreciation
and Amortization 169,632 142,582 133,084
Other Assets 10,296 7,539 5,958
-------- -------- -------------
Total Assets $751,769 $585,481 $605,249
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Accounts Payable $179,691 $116,207 $101,713
Income Taxes Payable 21,371 5,758 16,307
Other Current Liabilities 70,320 38,169 66,128
Current Maturities of Long Term Debt 54 113 132
-------- -------- --------
Total Current Liabilities 271,436 160,247 184,280
Long Term Debt 91,399 91,428 91,454
Other Liabilities 6,617 5,379 5,220
Deferred Tax Liability 5,821 5,316 4,930
Stockholders' Equity:
Unrealized Loss-Marketable Securities (11) (11) -
Common Stock 41,071 41,028 40,911
Capital in Excess of Par Value 23,774 23,598 22,472
Retained Earnings 313,512 260,346 257,832
Less Treasury Stock at Cost (1,850) (1,850) (1,850)
-------- -------- --------
Total Stockholders' Equity 376,496 323,111 319,365
-------- -------- --------
Total Liabilities and Stockholders' Equity $751,769 $585,481 $605,249
======== ======== ========
</TABLE>
See notes to the condensed consolidated financial statements.
Page 3
<PAGE>
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(All amounts in thousands except per share data)
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
JANUARY 01, DECEMBER 26, JANUARY 01, DECEMBER 26,
1994 1992 1994 1992
----------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES:
Net Sales $866,635 $690,085 $625,420 $497,498
Other Income 5,457 7,279 3,246 4,290
----------------------------------------------------
872,092 697,364 628,666 501,788
----------------------------------------------------
COSTS AND EXPENSES:
Cost of Sales (Exclusive of Depreciation
and Amortization) 562,266 450,424 406,496 326,071
Selling and Administrative Expenses 207,918 170,261 124,089 99,177
Depreciation and Amortization 11,217 8,649 5,638 4,819
Interest Expense 4,963 4,887 2,447 2,412
----------------------------------------------------
786,364 634,221 538,670 432,479
----------------------------------------------------
Income Before Provision for Income Taxes
and Cumulative Effect on Prior Years
of Change in Accounting Principle 85,728 63,143 89,996 69,309
Provision For Income Taxes 32,562 23,355 33,914 25,632
----------------------------------------------------
Income Before Cumulative Effect on
Prior Years of Change in
Accounting Principle 53,166 39,788 56,082 43,677
Cumulative Effect on Prior Years of Change
in Accounting Principle (See Note 4) - 601 - -
----------------------------------------------------
Net Income $53,166 $40,389 $56,082 $43,677
====================================================
Earnings Per Share:
Income Per Share Before Cumulative
Effect on Prior Years of Change
in Accounting Principle $1.31 $0.98 $1.38 $1.07
Income Per Share From Cumulative
Effect on Prior Years of Change
in Accounting Principle - $0.02 - -
----------------------------------------------------
Net Income Per Share $1.31 $1.00 $1.38 $1.07
====================================================
Weighted Average Shares Outstanding 40,608,266 40,448,232 40,617,979 40,661,988
====================================================
Dividends Per Share - - - -
===== ===== ===== =====
See notes to the condensed consolidated financial statements.
</TABLE>
* * * * * * * * * * * *
Page 4
<PAGE>
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(All amounts in thousands)
<TABLE>
<CAPTION>
Six Months Ended
January 1, December 26,
1994 1992
--------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $53,166 $40,389
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 11,217 8,649
Provision for Deferred Income Taxes (36) (631)
(Gain)Loss on Disposition of Fixed Assets (10) 73
Rent Expense and Other 1,253 2,469
Changes in Operating Assets and Liabilities,Net
of Effect of Acquisition:
Accounts Receivable (6,894) (10,570)
Merchandise Inventories (40,144) (25,602)
Prepaids and Other Current Assets 13,047 4,638
Accounts Payable 59,684 30,209
Other Current Liabilities 47,106 41,281
---------------------------
Net Cash Provided by Operating Activities 138,389 90,905
---------------------------
INVESTING ACTIVITIES
Acquisition of Property and Equipment (38,274) (21,590)
Short Term Investments-Net (16,636) 33,383
Proceeds From Sale of Fixed Assets 17 13
Issuance of Long Term Notes Receivable (1,339) -
Receipts Against Long Term Notes Receivable 361 289
Proceeds From Sale of Investments - 10
Acquisition of Leasehold (2,000) (100)
Minority Interest 603 79
Cash of Acquired Company, Net of Acquisition Costs 306 -
Other 7 74
---------------------------
Net Cash (Used) Provided by Investing Activities (56,955) 12,158
---------------------------
FINANCING ACTIVITIES
Principal Payments on Long Term Debt (88) (3,031)
Issuance of Common Stock Upon Exercise of Stock Options 221 264
Repayments of Borrowings Under Line of Credit of Acquired Company (2,098) -
---------------------------
Net Cash Used in Financing Activities (1,965) (2,767)
---------------------------
Increase in Cash and Cash Equivalents 79,469 100,296
Cash and Cash Equivalents at Beginning of Period 34,881 25,349
---------------------------
Cash and Cash Equivalents at End of Period $114,350 $125,645
===========================
Interest Paid: $4,930 $4,954
Income Taxes Paid: $16,985 $11,765
===========================
See notes to the condensed consolidated financial statements.
</TABLE>
Page 5
<PAGE>
BURLINGTON COAT FACTORY WAREHOUSE
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX AND THREE MONTHS ENDED JANUARY 1, 1994 AND DECEMBER 26, 1992
1. The condensed consolidated financial statements include the
accounts of the Company and all its subsidiaries. All significant
intercompany accounts and transactions have been eliminated. The
accompanying financial statements are unaudited, but in the opinion of
management reflect all adjustments, which include normal recurring
accruals, necessary for a fair presentation of the results of operations
for the interim period. Since the Company's business is seasonal in
character, the operating results for the six and three months ended
January 1, 1994 and the corresponding periods ended December 26, 1992
are not necessarily indicative of results for the fiscal year.
2. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested
that these condensed consolidated financial statements be read in
conjunction with the financial statements and notes thereto included in
the Company's Annual Report on Form 10-K filed with the Securities and
Exchange Commission on October 1, 1993.
3. Inventories as of January 1, 1994 and December 26, 1992 are stated
at the lower of FIFO cost or market, as determined by the gross profit
method. Inventories as of July 3, 1993 were valued by the retail
inventory method.
4. During the quarter ended September 26, 1992, the Company adopted
Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes." The Company reflected the cumulative effect on prior
years of the change in accounting principle by recording a benefit of
$.6 million ($.02 per share) during the first quarter of fiscal 1993.
Under Statement No. 109, income taxes are recognized for (a) the amount
of taxes payable or refundable for the current year, and (b) deferred
tax liabilities and assets for the future tax consequences of events
that have been recognized in the Company's financial statements or tax
returns. The effects of income taxes are measured based on enacted tax
law and rates.
During the six-month period ended January 1, 1994, federal tax
legislation was enacted that changed the income tax consequences for the
Company. The principal provision of the new law which affects the
Company was an increase in the federal statutory tax rate from 34% to
35%. The effect on current and deferred taxes of a change in tax rates
is recognized in income in the period that includes the enactment date.
As a result, taxes currently payable and deferred tax liabilities
increased by $.3 million. The effect, which decreased net income $.3
million, was recognized as a component of income tax expense in the six-
month period ended January 1, 1994.
Additionally, management has estimated that the effective tax rate
will increase to approximately 38% in future periods.
Page 6
<PAGE>
As of January 1, 1994, the Company had a deferred tax liability of
$5.8 million and a $5.0 million current deferred tax asset. Valuation
allowances were not required. Deferred tax assets consisted primarily
of certain operating costs, provisions for uncollectible receivables and
certain inventory related costs not currently deductible for tax
purposes. Deferred tax liabilities primarily reflected the excess of
tax depreciation over book depreciation.
5. Licensee department sales, included in net sales, amounted to $10.6
million and $6.5 million for the six and three month periods ended
January 1, 1994 respectively, compared with $10.0 million and $6.4
million for the similar periods of fiscal 1993.
6. Other current liabilities primarily consist of sales tax payable,
accrued operating expenses, payroll taxes payable and other
miscellaneous recurring and non-recurring items.
7. Certain reclassifications have been made to the prior year's
condensed consolidated financial statements to conform to the
classifications used in the current period.
8. On December 6, 1993, the Company acquired 100% ownership of a
northeastern regional retail chain (Decelle, Inc.) for approximately $.2
million and at closing repaid Decelle bank debt of approximately $2.1
million. The chain is comprised of 9 stores in Massachusetts, New
Hampshire and Rhode Island. Net sales for the Decelle, Inc. chain
amounted to $3.8 million for the 4 week period ended January 1, 1994,
and contributed approximately $.3 million to net income for the same
period.
Page 7
<PAGE>
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition.
Results of Operations
- ---------------------
The following table sets forth certain items in the condensed
consolidated statements of operations as a percentage of net sales for
the six and three month periods ended January 1, 1994 and December 26,
1992.
<TABLE>
Percentage of Net Sales
Six Months Ended Three Months Ended
January 1, December 26, January 1, December 26,
1994 1992 1994 1992
<S> <C> <C> <C> <C>
Net Sales 100.0% 100.0% 100.0% 100.0%
Costs and expenses:
Cost of sales 64.9 65.3 65.0 65.5
Selling &
administrative
expenses 24.0 24.7 19.8 19.9
Depreciation &
amortization 1.3 1.2 .9 1.0
Interest expense .5 .7 .4 .5
-------- -------- ------- -------
90.7 91.9 86.1 86.9
-------- -------- ------- -------
Other income .6 1.1 .5 .8
-------- -------- ------- -------
Income before income
taxes and cumulative
effect on prior
years of change in
accounting principle 9.9 9.2 14.4 13.9
Provision for
Income tax 3.8 3.4 5.4 5.1
------- -------- ------ ------
Income before
cumulative effect
on prior years of
change in
accounting principle 6.1 5.8 9.0 8.8
Cumulative effect
on prior years of
change in accounting
principle -- .1 -- --
-------- -------- ------ -------
Net income 6.1% 5.9% 9.0% 8.8%
======== ======== ========= =======
</TABLE>
Page 8
<PAGE>
Net sales increased $176.6 million (25.6%) for the six month period
ended January 1, 1994, compared with the similar period of a year ago.
Comparative store sales increased 7.5%. New stores opened subsequent to
December 26, 1992 contributed $89.0 million to this year's sales. Stores
which were in operation a year ago, which were closed prior to this
year, contributed $6.0 million to last year's sales. The Cohoes stores
showed a comparative store sales increase of 5.3%, contributing $20.8
million to consolidated sales for the period. In addition, one new
Cohoes store was opened during the six month period which contributed
$3.8 million to the Company's net sales total. On December 6, 1993 the
Company acquired 100% ownership of a northeast regional retail chain
(Decelle, Inc.). Sales for the period December 6, 1993 through January
1, 1994 for Decelle, Inc. amounted to $3.8 million.
For the three months ended January 1, 1994, net sales increased 25.7% to
$625.4 million compared with the similar period of a year ago.
Comparative store sales increased 8.4%. New Burlington Coat Factory
Warehouse stores opened subsequent to December 26, 1992 contributed
$81.9 million to the second quarter's net sales volume. Cohoes
comparative store sales increased $.4 million (3.7%) for the second
quarter of fiscal 1994 compared with the similar period of fiscal 1993.
Other income (consisting primarily of rental income from lease
departments, investment income, and miscellaneous items) decreased $1.8
million for the six months ended January 1, 1994 compared with the six
months ended December 26, 1992. The decrease is primarily due to
decreases in lease department rental income, the result of the closing
of approximately 30 lease departments which the Company has converted to
Company department selling space, and to a decrease in investment
income. Investment income decreased $1.0 million due to a decrease in
investable funds during the six month period ended January 1, 1994
compared with the similar period of a year ago. Other income decreased
$1.0 million for the second quarter of fiscal year 1994 compared with
the second quarter of 1993. Rental income and investment income
decreased $.4 million and $.5 million, respectively, in the three months
ended January 1, 1994 compared with the three months ended December 26,
1992.
Cost of sales increased $111.8 million (24.8%) for the six months ended
January 1, 1994 compared with the similar period of fiscal 1993. Cost of
sales, as a percentage of net sales, decreased to 64.9% from 65.3% for
the same periods. The decrease is due primarily to improved initial
mark-ons. Cost of sales increased $80.4 million (24.7%) for the three
months ended January 1, 1994 compared with the similar period of a year
ago. As a percentage of net sales, cost of sales decreased to 65.0% from
65.5% for these comparative periods.
Page 9
<PAGE>
Selling and administrative expenses increased by $37.7 million (22.1%)
for the six month period ended January 1, 1994 compared with the six
months ended December 26, 1992. This increase is due mainly to the
increase in the number of stores operating during the current fiscalyear
compared with the similar period of a year ago. Twenty-five new stores
were opened subsequent to December 26, 1992. As a percentage of sales,
selling and administrative expenses decreased to 24.0% for the six
months ended January 1, 1994 from 24.7% for the similar period last
fiscal year. This percentage decrease is primarily the result of the
Company's comparative store sales growth realized during the first six
months of fiscal 1994. Second fiscal quarter selling and administrative
expenses increased to $124.1 million from $99.2 million for the similar
period of fiscal 1993. As a percentage of net sales, selling and
administrative expenses decreased to 19.8% from 19.9% for these
comparative periods.
Interest expense increased slightly for the six and three months ended
January 1, 1994 compared with the comparative period ended December 26,
1992. This increase is the result of interest charges associated with
the borrowings made by the Company under its revolving credit and term
loan agreement (see Liquidity and Capital Resources).
The provision for income taxes increased to $32.6 million for the six
months ended January 1, 1994, from $23.4 million for the comparative
period of a year ago. The effective tax percentages were 38.0% for the
six and three month periods ended January 1, 1994 and 37.0% for
comparative periods a year ago. This increase is primarily the result of
tax consequences related to the enactment of the Omnibus Budget
Reconciliation Act (see Note No. 4 to Condensed Consolidated Financial
Statements).
Income before cumulative effect of change in accounting principle
increased to $53.2 million for the six months ended January 1, 1994 from
$39.8 million for the comparative period of fiscal 1993. Income per
share before cumulative effect increased to $1.31 per share compared
with $.98 for the comparative period of a year ago. Income before
cumulative effect of change in accounting principle increased $12.4
million to $56.1 million for the three months ended January 1, 1994
compared with the similar period of a year ago. Net income per share
before cumulative effect of change in accounting principle for the three
months ended January 1, 1994 was $1.38 compared with $1.07 for the three
months ended December 26, 1992.
During the quarter ended September 26, 1992, the Company recorded a
cumulative effect benefit resulting from the adoption of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes"
(See Note No. 4 to Condensed Consolidated Financial Statements) in the
amount of $.6 million ($.02 per share).
The Company's business is seasonal, with its highest sales occurring in
the months of October, November, and December of each year. The
Company's net income generally reflects the same seasonal pattern as its
net sales. The Company believes that in the past substantially all of
its profits have been derived from operations during the months of
October, November and December.
Page 10
<PAGE>
Liquidity and Capital Resources
During the six months ended January 1, 1994, the Company opened eighteen
Burlington Coat Factory Warehouse stores and one Cohoes Fashion. In
addition, on December 6, 1993 the Company acquired 100% ownership of
Decelle, Inc., a nine store northeast regional retail chain for $.2
million and repaid Decelle's bank debt of approximately $2.1 million.
Although the Company cannot at this time determine the exact number of
stores to be opened during the remainder of fiscal 1994, it is estimated
that an additional 5 to 7 Burlington Coat Factory stores and 3 to 5
Luxury Linens stores will be opened during the remaining six months of
fiscal 1994. Expenditures incurred to set up and fixture new stores
through the first six months of fiscal 1994, amounted to approximately
$12 million. Of the new stores opened during the period, 15 locations
were leased while 4 properties were purchased for approximately $9.5
million. In addition, one location to open in the spring of 1994 was
acquired for $4.5 million. The estimated cost to set up and fixture
anticipated new store openings during the balance of fiscal 1994 is
approximately $7.0 million.
Total funds provided by operation increased $14.6 million to $65.6
million for the six months ended January 1, 1994. Total funds provided
by operations are calculated by adding back to net income non-cash
expenditures such as depreciation and deferred taxes.
Working capital increased to $300.4 million at January 1, 1994 from
$281.9 million at December 26, 1992, an increase of $18.5 million.
Net cash provided by operating activities of $138.4 million for the six
months ended January 1, 1994, increased from $90.9 million for the
comparative period of fiscal 1993. This increase is the result of the
increase in net income for the six months ended January 1, 1994 compared
with net income for the similar period of a year ago. In addition,
inventory growth during the period ended January 1, 1994 was financed to
a greater degree by amounts due suppliers as compared with the prior
year.
The Company believes that its current capital expenditure and operating
requirements will be satisfied from internally generated funds, the
proceeds of the $80 million long term subordinated notes issued by the
Company to institutional investors in June 1990 (the Notes), and from
short-term borrowings under its revolving credit and term loan
agreement.
The Company has in place a revolving credit and term loan agreement in
the amount of $40 million. During the first quarter of fiscal 1994 the
Company had maximum borrowings under this agreement of $31.4 million.
The average borrowing during the first quarter amounted to $12.1 million
at an average interest rate of 3.6%. During the second fiscal quarter,
the Company had maximum borrowings under this agreement of $20.8 million
with an average borrowing of $6.9 million at an average interest rate of
3.6%. As of January 1, 1994 all borrowings under this agreement had been
repaid. During the first six months of fiscal 1993 the Company did not
draw on this line of credit. The Company borrowed under its line of
credit during the first fiscal quarter of 1994 in order to finance the
opening of new stores as well as planned inventory growth at existing
stores.
Page 11
<PAGE>
The Company's long-term borrowings at January 1, 1994 include $80
million under the Notes, an industrial development bond of $10 million
issued by the New Jersey Economic Development Authority, an Urban
Development Action Grant of $.9 million from the United States
Department of Housing incurred in connection with the construction of
the Company's Office and Warehouse/Distribution Facility in Burlington,
New Jersey and $.5 million in various other note and mortgage
indebtedness.
The Notes mature on June 27, 2005 and bear interest at the rate of 10.6%
per annum. The Notes have an average maturity of ten years and are
subject to mandatory prepayment in installments of $8 million each
without premium on June 27 of each year beginning in 1996. The Notes
are subordinated to senior debt, including, among others, bank debt and
indebtedness for borrowed money. The interest rate on the bonds issued
in connection with the Company's industrial development bond financing
is fixed at 9.78% over the life of these serial and term bonds. The
bonds mature at various dates commencing in September 1996 and ending in
September 2010. The Urban Development Action Grant is interest free and
must be repaid in 1999. A payment of 5% of the outstanding balance of
the Urban Development Action Grant is required to be made to the City of
Burlington each year in lieu of taxes.
Furthermore, to the extent that the Company decides to purchase
additional store locations, it may be necessary to finance such
acquisitions with additional long term borrowings.
The Company has historically been able to increase its selling prices as
the costs of merchandising and related operating expenses have increased
and, therefore, inflation has not had a significant effect on
operations.
New Accounting Standards
In November 1992, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 112, "Employers'
Accounting for Post Employment Benefits". This pronouncement will not
have an effect on the Company's condensed consolidated financial
statements as the benefits covered in the pronouncement are not provided
by the Company.
Page 12
<PAGE>
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 4 Submission of Matters to a Vote of Security Holders
The Company's annual meeting of stockholders was held on November 10,
1993. At the meeting, the following actions were taken: 1) stockholders
elected directors to serve until the next annual meeting of stockholders
and until their successors are duly elected and qualified;
2)stockholders approved the Company's, 1993 Stock Incentive Plan and 3)
stockholders ratified the appointment of Deloitte & Touche as
independent certified public accountants for the Company for the fiscal
year ending July 2, 1994. The following tables set forth the results of
the votes cast at the meeting for each matter submitted to stockholders
without giving effect to the three-for-two stock split effected on
October 4, 1993:
Broker
1) Election of Directors Votes For Votes Withheld Non-Votes
Monroe G. Milstein 23,361,034 1,686 2,514,555
Henrietta Milstein 23,360,979 1,741 2,514,555
Andrew R. Milstein 23,360,979 1,741 2,514,555
Irving Drillings 23,360,834 1,886 2,514,555
Harvey Morgan 23,361,034 1,686 2,514,555
Stephen E. Milstein 23,360,472 2,248 2,514,555
Mark A. Nesci 23,360,979 1,741 2,514,555
2) Approval of 1993 Stock Incentive Plan:
Votes For 23,089,132
Votes Against 265,246
Votes Abstained 8,342
Broker Non-Votes 2,514,555
3) Ratify appointment of Deloitte & Touche as independent Certified
Public Accountants:
Votes For 23,356,916
Votes Against 2,225
Votes Abstained 3,579
Broker Non-Vote 2,514,555
Page 13
<PAGE>
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K
a. Exhibits
10.1 Amendment No. 5, dated October 12, 1993, to
Employees Profit Sharing Plan
b. No reports on Form 8-K have been filed during the quarter
for which this report is filed.
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.
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
/s/ Andrew R. Milstein
_____________________________________
Andrew R. Milstein
Vice President
/s/ Robert L. LaPenta, Jr.
________________________________________
Robert L. LaPenta, Jr.
Corporate Controller & Chief Accounting
Officer
Date: February 10, 1994
Page 14
Exhibit 10.1
Page 15
<PAGE>
BURLINGTON COAT FACTORY
WAREHOUSE CORPORATION EMPLOYEES'
PROFIT SHARING PLAN AMENDMENT NO. 5
AMENDMENT, made this 12th day of October, 1993, to the
Burlington Coat Factory Warehouse Corporation Employees' Profit
Sharing Plan (the "Plan").
Pursuant to the provisions of Section 10.1 of the Plan
and action of the Company's Board of Directors in effectuation
thereof, the Plan is hereby amended as follows, effective October
12, 1993:
1. Article XVI to the Plan is amended and restated to read
in its entirety as follows:
ARTICLE XVI
LOANS
16.1 The Administrator shall implement a loan
program under the Plan in accordance with
the terms and provisions of this Article
XVI.
16.2 Upon application to the Administrator, a
Participant shall be permitted to borrow
from his Account in accordance with criteria
established by the Administrator on a
uniform and nondiscriminatory basis. Any
such loan shall be evidenced by a note.
16.3 The aggregate maximum amount that a
Participant shall be permitted to borrow
under this Plan and any other plan of the
Employer is the lesser of (i) $50,000
(reduced by the highest outstanding balance
of any prior Plan loan during the one-year
period ending on the day before the date the
Plan loan is made), or (ii) 50% of such
Participant's accrued vested balance in his
Account.
16.4 Each loan shall be repaid by the Participant
through equal payroll deductions, on a level
amortization basis, commencing with the date
of the loan, over a period of not more than
five years. Notwithstanding the preceding
sentence, the Administrator, in its sole
discretion, may permit repayment of a loan
over a period in excess of five, but not in
excess of twenty, years when the loan is
used to acquire any dwelling unit which
within a reasonable time is to be used as a
principal residence of the Participant.
Interest on loans shall be charged at a
reasonable rate by periodic reference to the
interest charged regionally by major lending
institutions. Such rate will remain fixed
for the term of the loan. A Participant may
prepay the entire balance of his loan at any
time without penalty.
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16.5 No distribution of a Participant's Account
shall be made until the outstanding
principal balance of any loan plus interest
thereon is repaid in full.
16.6 If a loan is in default, the Administrator
shall take such action as may be necessary,
including attachment of the Participant's
Account, to discharge the Participant's
obligation under the loan agreement before
any amounts are paid to or on behalf of such
Participant. In no event shall such
attachment occur prior to the time the
Participant is entitled to a distribution of
his Account. The following events will be
considered a default: (i) death or
Disability of the Participant; (ii)
termination of the Plan; (iii) Retirement or
termination of employment of the
Participant; and (iv) failure to make any
required payment of loan principal and
interest.
16.7 All loan under this Article XVI shall be
granted, made and administered on a uniform
and nondiscriminatory manner in accordance
with written loan procedures established by
the Administrator.
16.8 The Company may amend the terms of, or
discontinue, the loan program as it deems
appropriate. The Company or the
Administrator may also restrict or suspend
the making of loans if it determines that
the program is having adverse effects on
Plan investment earnings or on Participants
in general.
IN WITNESS WHEREOF, the undersigned has executed this amendment
as of the 12th day of October, 1993.
Attest: Burlington Coat Factory
Warehouse Corporation
/s/ Henrietta Milstein /s/ Monroe G. Milstein
_____________________________ By:_________________________
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