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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
FORM 10-K/A
Amendment No. 1
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended January 31, 1999
Commission file number 000-12704
WILLIAMS-SONOMA, INC.
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA 94-2203880
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3250 VAN NESS AVENUE, SAN FRANCISCO, CA 94109
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (415) 421-7900
Securities registered pursuant to Section 12(b) of the Act: Common Stock
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by checkmark 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 by checkmark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of March 26, 1999, the approximate aggregate market value of voting stock
held by non-affiliates of the Registrant was $1,234,494,000 using the closing
sales price on this day of $28.50. It is assumed for purposes of this
computation an affiliate includes all persons registered as Registrant insiders
with the Securities and Exchange Commission, as well as the Registrant's
Associate Stock Incentive Plan.
As of March 26, 1999, 55,807,965 shares of the Registrant's Common Stock were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the following documents have been incorporated herein by
reference:
1) Registrant's Annual Report to Shareholders for the Fiscal Year ended
January 31, 1999 (the "1998 Annual Report") in Parts I and II hereof;
2) Registrant's Proxy Statement for the 1999 Annual Meeting (the "Proxy
Statement") in Part III hereof.
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The undersigned Registrant hereby amends Item 14 of its Annual Report on Form
10-K for the fiscal year ended January 31, 1999, originally filed with the
Commission on April 30, 1999, due to the inadvertent omission from such report
of Exhibit 23.1.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Documents filed as part of the Form 10-K: See Item 8 for a list of
Financial Statements incorporated herein by reference.
(a)(2) Financial Statement Schedules
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Independent Auditors' Report on Financial Statement Schedule 12
Schedule II Valuation and Qualifying Accounts 13
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Schedules other than those referred to above have been omitted because they
are not required or are not applicable.
(b) Reports on Form 8-K: No Form 8-K filings were made during the last quarter
of the fiscal year ended January 31, 1999.
(c) Exhibits: See Exhibit Index on pages 16 through 21.
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
WILLIAMS-SONOMA, INC.
By /s/ DENNIS A. CHANTLAND
-------------------------------
Dennis A. Chantland
Executive Vice President
Chief Administrative Officer
Secretary
Date: May 6, 1999
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EXHIBIT INDEX
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3.1 Restated Articles of Incorporation (incorporated by reference
to Exhibit 3.1 to the Company's Report on Form 10-Q for the
period ended October 29, 1995, as filed with the Commission on
December 12, 1995)
3.2 Restated and Amended Bylaws of Registrant (incorporated by
reference to Exhibit 3.2 to the Company's Report on Form 10-K
for the fiscal year ended January 31, 1988, as filed with
Commission on April 29, 1988)
10.1 1983 Incentive Stock Option Plan and Form of Agreement
(incorporated by reference to Exhibit 10.2 to the Company's
Registration Statement on Form S-1, as filed with the
Commission on May 25, 1983)
10.1A 1976 Stock Option Plan and Form of Agreement as amended
(incorporated by reference to Exhibit 10.20 to the Company's
Annual Report on Form 10-K for the fiscal year ended January
31, 1993 as filed with the Commission on May 3, 1993)
10.1B Amended and Restated 1993 Stock Option Plan and Form of
Agreement (incorporated by reference to Exhibit 10.1B to the
Company's Annual Report on Form 10-K for the fiscal year ended
February 1, 1998 as filed with the Commission April 22, 1998)
10.2 Warehouse - distribution facility lease dated July 1, 1983
between the Lester-McMahan Partnership as lessor and the
Company as lessee (incorporated by reference to Exhibit 10.28
to the Company's Report on Form 10-Q for the period ended
September 30, 1983, as filed with the Commission on October 14,
1983)
10.2A The Amendment, dated December 1, 1985, to the lease for the
distribution center, dated July 1, 1983 between the Company as
lessee and the Lester-McMahan Partnership as lessor
(incorporated by reference to Exhibit 10.48 to the Company's
Annual Report on Form 10-K for the fiscal year ended February
3, 1985, as filed with the Commission on April 26, 1985)
10.2B The Sublease, dated as of August 1, 1990, by and between
Hewson-Memphis Partners and the Company (incorporated by
reference to Exhibit 10 to the Company's Report on Form 10-Q
for the period ended October 28, 1990, as filed with the
Commission on December 12, 1990)
10.2C Second Amendment to Lease between the Company and the
Lester-McMahan Partnership, dated December 1, 1993
(incorporated by reference to Exhibit 10.27 to the Company's
Annual Report on Form 10-K for the fiscal year ended January
30, 1994 as filed with the Commission on April 29, 1994)
10.2D Second Amendment to Sublease between the Company and
Hewson-Memphis Partners, dated September 1, 1994 (incorporated
by reference to Exhibit 10.38 to the Company's Report on Form
10-Q for the period ended October 30, 1994 as filed with the
Commission on December 13, 1994)
10.2E Third Amendment to Sublease between the Company and
Hewson-Memphis Partners, dated October 24, 1995 (incorporated
by reference to Exhibit 10.2E to the Company's Report on Form
10-Q for the period ended October 29, 1995 as filed with the
Commission on December 12, 1995)
10.3 Memorandum of Understanding between the Company and the State
of Mississippi, Mississippi Business Finance Corporation,
Desoto County, Mississippi, the City of Olive Branch,
Mississippi and Hewson Properties, Inc., dated August 24, 1998
(incorporated by reference to Exhibit 10.6 to the Company's
Report on Form 10-Q for the period ended August 2, 1998 as
filed with the Commission on September 14, 1998)
10.3A Reimbursement Agreement between the Company and Hewson
Properties, dated August 17, 1998 (incorporated by reference to
Exhibit 10.7 to the Company's Report on Form 10-Q for the
period ended August 2, 1998 as filed with the Commission on
September 14, 1998)
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10.3B First Amendment to the Reimbursement Agreement between the
Company and Hewson Properties, dated October 15, 1998
(incorporated by reference to Exhibit 10.1 to the Company's
Report on Form 10-Q for the period ended November 1, 1998 as
filed with the Commission on December 14, 1998).
10.3C Second Amendment to the Reimbursement Agreement between the
Company and Hewson Properties, dated November 15, 1998
(incorporated by reference to Exhibit 10.2 to the Company's
Report on Form 10-Q for the period ended November 1, 1998 as
filed with the Commission on December 14, 1998).
10.3D Olive Branch distribution facility lease between the Company as
lessee and Hewson/Desoto Phase I, L.L.C. as lessor, dated
December 1, 1998 (previously filed as Exhibit 10.3D to the
Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1999, filed with the Commission on April 30, 1999)
10.4 The lease for the Company's Corporate Offices at 100 North
Point Street, San Francisco, California dated January 13, 1986,
between the Company as lessee and Northpoint Investors as
lessor (incorporated by reference to Exhibit 10.49 to the
Company's Annual Report on Form 10-K for the year ended
February 3, 1985, as filed with the Commission on April 26,
1985)
10.4A First amendment to the lease for the Company's Corporate
Offices at 100 North Point Street, San Francisco, California
dated January 5, 1996, between the Company as lessee and
Northpoint Investors as lessor (incorporated by reference to
Exhibit 10.3 A to the Company's Annual Report on Form 10-K for
the year ended January 28, 1996, as filed with the Commission
on April 26, 1996)
10.5 Williams-Sonoma, Inc. Employee Profit Sharing and Stock
Incentive Plan effective as of February 1, 1989 (incorporated
by reference to Exhibit 4.2 of the Company's Form S-8 (File No.
33-33693) filed February 22, 1990)
10.5A Williams-Sonoma, Inc. Employee Profit Sharing and Stock
Incentive Plan Trust Agreement, dated September 20, 1989
(incorporated by reference to Exhibit 4.2 of the Company's Form
S-8 (File No. 33-33693) filed February 22, 1990)
10.5B Amendment Number One to the Williams-Sonoma, Inc. Employee
Profit Sharing and Stock Incentive Plan, dated April 27, 1990
(incorporated by reference to Exhibit 10.20 to the Company's
Annual Report on Form 10-K for the fiscal year ended February
3, 1991, as amended by a Form 8 Amendment to Form 10-K, filed
with the Commission on July 26, 1991)
10.5C Amendment Number Two to the Williams-Sonoma, Inc. Employee
Profit Sharing and Stock Incentive Plan, dated December 12,
1990 (incorporated by reference to Exhibit 10.21 to the
Company's Annual Report on Form 10-K for the fiscal year ended
February 3, 1991, as amended by a Form 8 Amendment to Form
10-K, filed with the Commission on July 26, 1991)
10.5D Amendment Number Three to the Williams-Sonoma, Inc. Employee
Profit Sharing and Stock Incentive Plan, dated March 10, 1992
(incorporated by reference to Exhibit 10.21 to the Company's
Annual Report on Form 10-K for the fiscal year ended January
31, 1993 as filed with the Commission on May 3, 1993)
10.5E Amendment Number Four to the Williams-Sonoma, Inc. Employee
Profit Sharing and Stock Incentive Plan, dated June 9, 1993
(incorporated by reference to Exhibit 10.24 to the Company's
Report on Form 10-Q for the period ended May 2, 1993 as filed
with the Commission on June 16, 1993)
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10.5F Amendment Number Seven to the Williams-Sonoma, Inc. Employee
Profit Sharing and Stock Incentive Plan, dated May 1, 1997
(incorporated by reference to Exhibit 10.4 to the Company's
Report on Form 10-Q for the period ended August 3, 1997 as
filed with the Commission on September 16, 1997).
10.5G Amendment Number Eight to the Williams-Sonoma, Inc. Employee
Profit Sharing and Stock Incentive Plan, dated September 16,
1997 (incorporated by reference to Exhibit 10.1 to the
Company's Report on Form 10-Q for the period ended August 2,
1998 as filed with the Commission on September 14, 1998).
10.5H Amendment Number Nine to the Williams-Sonoma, Inc. Employee
Profit Sharing and Stock Incentive Plan, dated September 30,
1998 (previously filed as Exhibit 10.5H to the Company's Annual
Report on Form 10-K for the fiscal year ended January 31, 1999,
filed with the Commission on April 30, 1999)
10.5I Amendment Number Ten to the Williams-Sonoma, Inc. Employee
Profit Sharing and Stock Incentive Plan, dated December 31,
1998 (previously filed as Exhibit 10.5I to the Company's Annual
Report on Form 10-K for the fiscal year ended January 31, 1999,
filed with the Commission on April 30, 1999)
10.6 Purchase and Sale Agreement between the Company and
Bancroft-Whitney, a division of Thomson Legal Publishing, Inc.,
dated December 14, 1993 (incorporated by reference to Exhibit
10.29 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 30, 1994 as filed with the Commission
on April 29, 1994)
10.6A Indemnity Agreement by the Company in favor of Bank of America,
NT & SA, dated December 1, 1993 (incorporated by reference to
Exhibit 10.28 to the Company's Annual Report on Form 10-K for
the fiscal year ended January 30, 1994 as filed with the
Commission on April 29, 1994)
10.7 Note Agreement for $40,000,000 7.2% Senior Notes, dated August
1, 1995 (incorporated by reference to Exhibit 10.9 to the
Company's Report on Form 10-Q for the period ended July 30,
1995 as filed with the Commission on September 12, 1995)
10.7A Guaranty Agreement for $40,000,000 Senior Notes, dated August
1, 1995 (incorporated by reference to Exhibit 10.9A to the
Company's Report on Form 10-Q for the period ended July 30,
1995 as filed with the Commission on September 12, 1995)
10.7B Intercreditor Agreement for $40,000,000 Senior Notes, dated
August 1, 1995 (incorporated by reference to Exhibit 10.9B to
the Company's Report on Form 10-Q for the period ended July 30,
1995 as filed with the Commission on September 12, 1995)
10.8 Amended and Restated Standing Loan Agreement between the
Company and Bank of America, NT & SA, dated June 1, 1997
(incorporated by reference to Exhibit 10.1 to the Company's
Report on Form 10-Q for the period ended May 4, 1997 as filed
with the Commission on June 17, 1997).
10.9 Credit Agreement between the Company and Bank of America, NT &
SA, dated June 1, 1997 (incorporated by reference to Exhibit
10.2 to the Company's Report on Form 10-Q for the period ended
May 4, 1997 as filed with the Commission on June 17, 1997).
10.9A Agreement re: Intercreditor Agreement, dated May 22, 1997
(incorporated by reference to Exhibit 10.2A to the Company's
Report on Form 10-Q for the period ended May 4, 1997 as filed
with the Commission on June 17, 1997).
10.9B Continuing Guaranty from Pottery Barn East, Inc. to Bank of
America, NT & SA, dated June 1, 1997 (incorporated by reference
to Exhibit 10.2B to the Company's Report on Form 10-Q for the
period ended May 4, 1997 as filed with the Commission on June
17, 1997).
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10.9C Continuing Guaranty from Hold Everything, Inc. to Bank of
America, NT & SA, dated June 1, 1997 (incorporated by reference
to Exhibit 10.2C to the Company's Report on Form 10-Q for the
period ended May 4, 1997 as filed with the Commission on June
17, 1997).
10.9D Continuing Guaranty from Williams-Sonoma Stores, Inc. to Bank
of America, NT & SA, dated June 1, 1997 (incorporated by
reference to Exhibit 10.2D to the Company's Report on Form 10-Q
for the period ended May 4, 1997 as filed with the Commission
on June 17, 1997).
10.9E Continuing Guaranty from Chambers Catalog Company, Inc. to Bank
of America, NT & SA, dated June 1, 1997 (incorporated by
reference to Exhibit 10.2E to the Company's Report on Form 10-Q
for the period ended May 4, 1997 as filed with the Commission
on June 17, 1997).
10.9F Continuing Guaranty from Gardeners Eden, Inc. to Bank of
America, NT & SA, dated June 1, 1997 (incorporated by reference
to Exhibit 10.2F to the Company's Report on Form 10-Q for the
period ended May 4, 1997 as filed with the Commission on June
17, 1997).
10.10 Letter of Credit Agreement between the Company and Bank of
America, NT & SA dated June 1, 1997 (incorporated by reference
to Exhibit 10.3 to the Company's Report on Form 10-Q for the
period ended May 4, 1997 as filed with the Commission on June
17, 1997)
10.10A One Bank Guaranty from Pottery Barn East, Inc. to Bank of
America, NT & SA, dated June 1, 1997 (incorporated by reference
to Exhibit 10.3A to the Company's Report on Form 10-Q for the
period ended May 4, 1997 as filed with the Commission on June
17, 1997).
10.10B One Bank Guaranty from Hold Everything, Inc. to Bank of
America, NT & SA, dated June 1, 1997 (incorporated by reference
to Exhibit 10.3B to the Company's Report on Form 10-Q for the
period ended May 4, 1997 as filed with the Commission on June
17, 1997).
10.10C One Bank Guaranty from Williams-Sonoma Stores, Inc. to Bank of
America, NT & SA, dated June 1, 1997 (incorporated by reference
to Exhibit 10.3C to the Company's Report on Form 10-Q for the
period ended May 4, 1997 as filed with the Commission on June
17, 1997).
10.10D One Bank Guaranty from Chambers Catalog Company, Inc. to Bank
of America, NT & SA, dated June 1, 1997 (incorporated by
reference to Exhibit 10.3D to the Company's Report on Form 10-Q
for the period ended May 4, 1997 as filed with the Commission
on June 17, 1997).
10.10E One Bank Guaranty from Gardeners Eden, Inc. to Bank of America,
NT & SA, dated June 1, 1997 (incorporated by reference to
Exhibit 10.3E to the Company's Report on Form 10-Q for the
period ended May 4, 1997 as filed with the Commission on June
17, 1997).
10.10F First Amendment to Syndicated Credit Agreement between the
Company and Bank of America National Trust and Savings
Association, dated May 29, 1998 (incorporated by reference to
Exhibit 10.2 to the Company's Report on Form 10-Q for the
period ended August 2, 1998 as filed with the Commission on
September 14, 1998).
10.10G Second Amendment to Syndicated Credit Agreement between the
Company and Bank of America National Trust and Savings
Association, dated June 30, 1998 (incorporated by reference to
Exhibit 10.4 to the Company's Report on Form 10-Q for the
period ended August 2, 1998 as filed with the Commission on
September 14, 1998)
10.10H Second Amendment to Letter of Credit Agreement between the
Company and Bank of America National Trust and Savings
Association, dated May 29, 1998 (incorporated by reference to
Exhibit 10.3 to the Company's Report on Form 10-Q for the
period ended August 2, 1998 as filed with the Commission on
September 14, 1998)
10.10I Third Amendment to Letter of Credit Agreement between the
Company and Bank of America National Trust and Savings
Association, dated June 30, 1998 (incorporated by reference to
Exhibit 10.5 to the Company's Report on Form 10-Q for the
period ended August 2, 1998 as filed with the Commission on
September 14, 1998)
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10.11 Second Amendment and Restatement of the Williams-Sonoma, Inc.
Executive Deferral Plan dated November 23, 1998 (previously
filed as Exhibit 10.11 to the Company's Annual Report on Form
10-K for the fiscal year ended January 31, 1999, filed with the
Commission on April 30, 1999)
10.12 Office lease between TJM Properties, L.L.C. and
Williams-Sonoma, Inc., dated as of February 13, 1998
(incorporated by reference to Exhibit 10.16 to the Company's
Annual Report on Form 10-K for the fiscal year ended February
1, 1998 as filed with the Commission on April 22, 1998)
11 Statement re: computation of per share earnings (incorporated
by reference to Note G Earnings Per Share on page 41 of the
Company's previously filed Annual Report for the fiscal year
ended January 31, 1999, filed with the Commission on April 30,
1999)
13 Annual Report to security holders (previously filed as Exhibit
13 to the Company's Annual Report on Form 10-K for the fiscal
year ended January 31, 1999, filed with the Commission on April
30, 1999)
21 Subsidiaries (previously filed as Exhibit 21 to the Company's
Annual Report on Form 10-K for the fiscal year ended January
31, 1999, filed with the Commission on April 30, 1999)
23.1 Independent Auditors' Consent
27 Financial Data Schedule (FDS) for January 31, 1999 (previously
filed as Exhibit 27 to the Company's Annual Report on Form 10-K
for the fiscal year ended January 31, 1999, filed with the
Commission on April 30, 1999)
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements No.
2-89801, No. 33-28490, No. 33-33693, No. 33-60787, No. 33-65656, No. 333-48247,
No. 333-39811 and No. 333-58833 on Form S-8, and No. 333-07851 on Form S-3 of
Williams-Sonoma, Inc. of our reports dated March 24, 1999, appearing in and
incorporated by reference in the Annual Report on Form 10-K/A Amendment No. 1 of
Williams-Sonoma, Inc. for the fiscal year ended January 31, 1999.
/s/ Deloitte & Touche LLP
San Francisco, California
April 30, 1999
