<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KA
AMENDMENT NO. 1 TO FORM 10-K
AMENDMENT TO ANNUAL REPORT FILED PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 3, 1995
Commission File Number 0-13076
50-OFF STORES, INC.
(Exact name of registrant as specified in its charter)
Delaware 74-2640559
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
8750 Tesoro Drive
San Antonio, Texas 78217-0555
(Address of principal executive offices, including ZIP Code)
Registrant's telephone number, including area code:
(210) 805-9300
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
------------------- ------------------------------------
NONE NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
TITLE OF EACH CLASS
-------------------
COMMON STOCK, $0.01 PAR VALUE
50-Off Stores, Inc. hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
fiscal year ended February 3, 1995 by adding the Part III, 10-K items omitted
from its initial Form 10-K filing for such fiscal year in the expectation that
they would have been included in the Registrant's definitive proxy statement
filed by the date hereof.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers of the Company are:
<TABLE>
<CAPTION>
NAME AGE POSITION(S) HELD/BUSINESS EXPERIENCE
- --------------------------- --- ----------------------------------------------
<S> <C> <C>
Charles M. Siegel 56 Chairman of the Board, President, and Chief
Executive Officer. A co-founder of the
Company and has served as President and Chief
Executive Officer of the Company since
December of 1982, as a director since March
1975, and as Chairman of the Board since
March 1991. Served in various executive
capacities in the retail discount industry
for over 35 years.
Joseph Lehrman 70 Secretary, Treasurer and Director. A
co-founder of the Company and has served as a
Vice President and Treasurer of the Company
since January 1976, as Secretary since
September 1982, and as a director since March
1975. Engaged in various executive
capacities in the retail discount industry
for over 40 years.
Dennis Barringer 46 Executive Vice-President. Served as Executive
Vice-President since July 1993 and served as
Director of Stores since July 1992. Joined
the Company from McCrory Stores where he
served as Vice President of Merchandise since
December 1986. Served as a District and
Store Manager with K-Mart from 1968 to 1986.
Allen Fields 37 Vice-President - Store Operations. Served as
Vice-President - Store Operations since
January 1995. Joined the company from Hill
Department Stores where he served as a
District Manager since January 1994. Served
as a District Manager with McCrory Stores from
May 1989 to December 1993, and from February
1987 until April 1989 served as a Store
Manager with Jamesway Corp.
Joe Goldstein 48 Vice-President - Divisional Merchandise
Manager (Softlines). Served as
Vice-President - Division Merchandise Manager
(Softlines) since September 1993. Served as
Merchandise Manager for Value City from
November 1992 to September 1993 and from
April 1987 to November 1992, served as Vice
President - General Merchandise Manager for
Alden's. Has over 20 years of retail
experience, primarily in buying and general
merchandising capacities.
Richard Kelly 44 Vice-President - Distribution and
Transportation. Served as Vice-President -
Distribution and Transportation since
November 1994. Joined the Company from
Grossman's where he served as Logistics
Facility Manager since January 1994. Served
as a management consultant for Center City
Consolidators from January 1993 to December
1993. Served as Assistant Vice President,
Distribution Services for T.J. Maxx, Inc.
from October 1992 to December 1992. Served as
Director, Logistics Operations for
Rent-A-Center Inc. from March 1991 to
September 1992 and as General Manager of
southwestern/western regional distribution
from September 1988 to February 1991.
Pat L. Ross 58 Vice-President - Chief Financial Officer.
Served as a Vice President and Chief
Financial Officer of the Company since August
1989. Served as Controller for Tuesday
Morning, Inc. from February 1986 to July
1989, a deep discount giftware retailer. A
Certified Public Accountant, was employed by
a national accounting firm for five years and
has served in various executive and financial
capacities for over 32 years.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
David Siegel 49 Vice-President - Advertising and Public
Relations. Served as Vice-President -
Advertising and Public Relations of the
Company since August 1984 and as Advertising
Director since 1975. David Siegel is the
brother of Charles Siegel, president of the
Company.
Doug Sims 46 Vice-President - Loss Prevention and Internal
Audit. Served as Vice-President - Loss
Prevention and Internal Audit since March 1994
and Director of Loss Prevention since June
1990. Self-employed in polygraph/investigations
for numerous retail corporations from July 1980
to June 1990.
Roy E. Springer 46 Vice-President - Human Resources. Served as
Vice-President-Human Resources since July 1993
and Director of Human Resources since 1989.
Served as District Store Manager of the
Company from 1988 until 1989. Held various
multiunit management positions for other retail
organizations for 10 years prior to joining
the Company.
Anthony Tramontano 61 Vice-President - Inventory Control. Served
as Vice-President - Inventory Control since
February 1995. Served as Vice-President -
Hardlines Merchandise since September 1983 and
as merchandise manager for hardlines, linens
and domestics since June 1979. Served as buyer
of all hardlines, linens and domestics from
1975 to June 1979. Has over 35 years of
retail experience, primarily in buying and
general merchandising capacities.
Ray Trevino 50 Vice-President - Real Estate and Construction.
Served as Vice-President Real Estate and
Construction since February 1995. Served as
Vice-President - Store Operations of the
Company since September 1989. Served as
District Manager for the Company's border
stores from 1982 to 1989 and from 1975 to 1982
served in various capacities for the Company
at store level.
Charles J. Furhmann II 50 Director. Has served as a director of the
Company since October 1994. Since May 1991,
has been a private investor and independent,
strategic and financial consultant to private
and public companies. See "Certain
Relationships and Related Transactions." From
1978 through May 1991, was Vice President and
Managing Director, Investment Banking of
Merrill Lynch & Co., Inc., New York City, New
York.
Michael Moffitt 57 Director. Has served as a director of the
Company since August 1990. Since January 1994,
has served as President of Travelfest
Superstores, Inc. (a retail store for leisure
travel). Served as President, Chief Operating
Officer and Director of Tuesday Morning, Inc.,
(a chain of deep discount retail stores
specializing in home and gift products) from
January 1985 until March 1989 and as Vice
President - Buying for two years beginning in
1983. Has almost 30 years of retail experience,
primarily with department stores in various
buying and general merchandising capacities.
James M. Raines 55 Director. Has served as a director of the
Company since March 1991. Since September
1988, has been actively involved in
investments in both private and public
companies through his own investment firm,
James M. Raines & Company. See "Certain
Relationships and Related Transactions." From
1985 through 1988, was Senior Vice President
of Lovett, Mitchell Webb & Garrison, an
investment banking firm in Houston, Texas.
Cecil Schenker 52 Director. Has served as a director since July
1991. Previously served as a director from
October 1983 until July 1986. A corporate
securities attorney and the managing partner
of the San Antonio, Texas office of the law
firm of Akin, Gump, Strauss, Hauer & Feld,
L.L.P. of which he has been a partner, through
his professional corporation, for more 10
years. Akin, Gump, Strauss, Hauer & Feld,
L.L.P. has regularly performed legal services
for the Company. See "Certain Relationships
and Related Transactions." Serves as a
director of Taco Cabana, Inc. (a Mexican
patio cafe chain).
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Richard Sherman 51 Director. Has served as a director since
July 1991. A retail consultant, has served as
President and Chief Executive Officer of
Rally's, Inc. (a fast-food restaurant chain)
from September 1987 until January 1991. From
August 1989 until January 1991, served as
Chairman of the Board of Rally's, Inc. From
April 1984 until April 1986, was President,
Chief Operating Officer and Director of San
Antonio based Church's Fried Chicken, Inc. (a
fast-food restaurant chain) and from April 1986
until July 1987 served as that company's Chief
Executive Officer. Serves as a member of the
Board of Trustees of Paul Quinn College in
Dallas, Texas and as a director of Reed's
Jeweler's, Inc., Taco Cabana, Inc. (a Mexican
patio cafe chain) and Papa John's International
Inc.
Stanley Spigel 49 Director. Has served as a director since July
1991. Since 1980, has owned Spigel Properties
which owns and manages over 3,000,000 square
feet of shopping center space in Texas
including certain space leased to the Company
for two stores. See "Certain Relationships
and Related Transactions." Serves as a member
of the Board of First Interstate Bank San
Antonio and is a member of the International
Council of Shopping Centers.
</TABLE>
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires each director and executive officer of the Company, and
each person who owns more than 10% of the Company's Common Stock to file by
specific dates with the Securities and Exchange Commission (the "SEC") initial
reports of ownership and reports of change in ownership of Common Stock.
Officers, directors and 10% stockholders are required by SEC Regulation to
furnish the Company with copies of all Section 16(a) forms they file. The
Company is required to report in this report any failure of its directors,
executive officers and 10% stockholders to file by the relevant due date any of
these reports during the Company's fiscal year.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company, all Section 16(a) filing requirements
applicable to the Company's officers, directors and 10% stockholders were
complied with for the fiscal year ended February 3, 1995.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning the
compensation earned during the Company's last three fiscal years by the
Company's Chief Executive Officer and Executive Vice-President, the only
executive officers earning compensation in excess of $100,000 in fiscal 1995
(collectively the "named executive officers").
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------
AWARDS PAYOUTS
---------------------------------
LONG-TERM
ANNUAL COMPENSATION RESTRICTED INCENTIVE
------------------- STOCK PLAN ALL OTHER
NAME AND PRINCIPAL FISCAL SALARY BONUS AWARD(S) OPTIONS PAYOUTS COMPENSATION
POSITION YEAR ($) ($) ($) (#) ($) ($) (1)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Charles M. Siegel 1995 250,000 - - - - 308
Chairman, President and CEO 1994 250,000 - - - - 1,444
1993 250,000 100,000 - 40,000 - 3,857
Dennis Barringer 1995 120,774 - - 40,000 - -
Executive Vice President 1994 102,885 5,592 - 20,000 - -
1993 (2) 46,042 10,000 - 15,000 - -
</TABLE>
(1) Represents company matching contributions under the Company's Profit
Sharing Plan and Trust.
(2) Represents partial year compensation.
Perquisites and other personal benefits did not exceed the lesser of either
$50,000 or 10% of the total of annual salary and bonus reported for any named
executive officer.
4
<PAGE>
The Company has a written employment agreement with Charles Siegel
extending through February 2, 1996. Pursuant to the agreement, Mr. Siegel
receives an annual base salary of $250,000 adjustable yearly to reflect consumer
price index fluctuations, and an annual performance bonus equal to 2% of the
Company's after-tax pre-dividend profit (excluding any extraordinary income).
Effective February 4, 1995, Mr. Siegel agreed to reduce his annual base salary
to $200,000 through February 2, 1996.
COMPENSATION OF DIRECTORS
During the fiscal year ended February 3, 1995, the compensation to
independent directors was $700 per Board meeting attended. Such directors have
also been compensated by way of stock option grants. See "Stock Option Plan."
Compensation to independent directors serving on the Executive Committee was
$1,000 per meeting attended per person (and $500 per telephone meeting in excess
of two hours in duration).
STOCK OPTION PLAN
Under the Company's Stock Option Plan (the "Option Plan"), stock options
may be granted to full-time employees, directors, advisors and outside
consultants of the Company for the purchase or acquisition of up to 3,000,000
shares of Common Stock in the aggregate. Shares that by reason of the
expiration of an option (other than by reason of exercise) or which are no
longer subject to purchase pursuant to an option granted under the Option Plan
may be reoptioned thereunder. The Company's Compensation Committee (the
"Committee") sets specific terms and conditions of options granted under the
Option Plan and administers the Option Plan, as well as the Company's other
employee benefit plans which may be in effect from time to time.
Employees of the Company are eligible to receive either incentive stock
options or nonqualified stock options or a combination of both, as the Committee
determines. Non-employee participants may be granted only nonqualified stock
options. Stock options may be granted for a term not to exceed ten years (five
years with respect to a holder of 10% or more of the Company's shares in the
case of an incentive stock option) and are not transferable other than by will
or the laws of descent and distribution. Each option may be exercised within
the term of the option pursuant to which it is granted, or within thirty days
after the termination of employment of the optionee, or within one year after
termination in case of termination because of death or disability, in each case
to the extent the option was then exercisable.
The exercise price of all incentive stock options must be at least equal to
the fair market value of the Common Stock on the date of grant, or 110% of fair
market value with respect to any incentive stock option issued to a holder of
10% or more of the Company's shares. Any nonqualified stock option to be issued
pursuant to the Option Plan must be at an exercise price equal to at least 85%
of the fair market value of the Company's Common Stock. Stock options may be
exercised by payment in cash of the exercise price with respect to each share to
be purchased, by delivering Common Stock of the Company already owned by such
optionee with a market value equal to the exercise price, or by methods in which
a concurrent sale of the acquired stock is arranged with the exercise price
payable in cash from such sale proceeds, or by a combination of the foregoing
methods.
The Option Plan provides that each outside director would automatically
receive a grant of 75,000 nonqualified stock options. In accordance with the
terms of the Option Plan, in April 1991 all current outside directors, excluding
Mr. Furhmann, received options for 75,000 shares each. Mr. Furhmann who joined
the Board in October 1994 also received options for 75,000 shares in accordance
with the Option Plan. Subject to availability of shares allocated to the Option
Plan and not already reserved for other outstanding stock options, outside
directors who join the Board in the future will also receive a grant of options
for 75,000 shares, vesting in the same manner as the prior awards, effective
upon their appointment or election to the Board.
Such directors' options vest ratably in five equal annual installments,
with the first such installment vesting on the date of grant. Options granted
to outside directors become exercisable in five equal annual installments
commencing with the first anniversary following the date of grant through the
sixth anniversary following the date of grant. Options, once granted and to the
extent vested and exercisable, remain exercisable throughout their term,
regardless of whether the holder continues as a director. The exercise price of
the options is equal to 100% of the fair market value of the covered shares of
Common Stock at the time of grant.
If following five years of service as an outside director of the Company
the director continues as such, then for each of the next five years for which
such director serves he will be automatically granted in such year nonqualified
stock options for an additional 15,000 shares. Such additional nonqualified
options will be granted to each outside director on the business day following
the next annual meeting of stockholders at which such a director is reelected
following the expiration of the five-year period from the date of initial option
grant. Such options will be granted at an exercise price equal to the then
prevailing fair market value of the Company's common stock. Each such option
will vest in full immediately and become exercisable on the first anniversary
date following its grant, and will continue to be exercisable in whole or in
part until the third anniversary of the grant date.
5
<PAGE>
The Option Plan terminates on August 28, 2000. The Board of Directors may,
however, terminate the Option Plan at any time prior to such date. Termination
of the Option Plan will not alter or impair, without the consent of the
optionee, any of the rights or obligations pursuant to any option granted under
the Option Plan.
The Company repriced employee stock options (excluding executive officer,
director, advisor and outside consultant options), at $4.125 per share effective
December 5, 1994.
As of May 5, 1995 stock options covering an aggregate of 1,325,185 shares
of common stock were outstanding.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning options
granted to the named executive officers during the Company's fiscal year ended
February 3, 1995:
<TABLE>
<CAPTION>
OPTION GRANTS IN FISCAL 1995
---------------------------------------------------------
POTENTIAL REALIZABLE VALUE AT ASSUMED ANNUAL
RATES OF STOCK PRICE APPRECIATION FOR OPTION
TERM (3)
--------------------------------------------
% OF TOTAL
OPTIONS
GRANTED TO EXERCISE
OPTIONS EMPLOYEES PRICE EXPIRATION
NAME GRANTED (#) (1) IN FISCAL 1995 (2) ($/SH) DATE 5% 10%
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Charles Siegel - - - - - -
Dennis Barringer 40,000 15% $4.13 10-18-2001 $67,200 $156,400
</TABLE>
(1) Mr. Barringer's 40,000 options vest ratably in five equal annual
installments beginning with the October 18, 1994 date of grant and
become exercisabe one year after vesting.
(2) In fiscal 1995, options for an aggregate 175,000 were granted to
executive officers, as a group; and options for an aggregate 98,250
shares were granted to employees and outside consultants, other than
executive officers, as a group.
(3) The dollar amounts under these columns use the 5% and 10% rates of
appreciation prescribed by the Securities and Exchange Commission.
The 5% rate of appreciation would result in a per share price of
$5.81. The 10% rate of appreciation would result in a per share price
of $8.04. This presentation is not intended to forecast possible
future appreciation of the Company's stock.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table sets forth certain information concerning the value of
unexercised options held by the named executive officers at February 3, 1995 (no
options were exercised by such officers during the fiscal year ended on such
date):
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT FY-END (#) OPTIONS AT FY-END ($) (1)
---------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
Charles M. Siegel 130,000 60,000 - -
Dennis Barringer 16,000 59,000 - -
</TABLE>
(1) Values stated are based on the $2.875 closing price of the Company's
Common Stock as reported on the NASDAQ national market system on
February 3, 1995 and equal the aggregate amount by which the market
value of the option shares exceeds the exercise price of such options
at the end of the fiscal year.
6
<PAGE>
PROFIT SHARING PLAN AND TRUST
The Company's Profit Sharing Plan and Trust (the "Profit Sharing Plan") was
adopted effective April 1, 1990, and is intended to constitute a qualified cash
or deferred profit sharing plan within the meaning of Section 401(a) and 401(k)
of the Internal Revenue Code of 1986. The Profit Sharing Plan is subject to the
Employee Retirement Income Security Act of 1974. All employees of the Company
who have attained the age of 21, and, with respect to employees hired on or
after April 1, 1990, who have also completed at least 1,000 hours of service in
a 12-month period (a "year of service"), are eligible to participate. Each
eligible employee is allowed to contribute up to 15% of his earnings as shown on
the employee's W-2 form. Through February 1995, the Company matched 25% of the
participating employees' contributions up to a maximum of 6% of the employees'
earnings, and will determine any future matching after the financial results are
known each year.
All participating employees' contributions to the Profit Sharing Plan are
at all times fully vested and nonforfeitable. Contributions made by the Company
and credited to employees' accounts are vested 20% after two years of service,
40% after three years of service, 60% after four years of service, 80% after
five years of service and 100% after six years of service, but all such Company
contributions are fully vested and nonforfeitable upon (i) the employee's
reaching the normal retirement age of 65, or (ii) the employee's death or
disability prior to age 65, or (iii) termination of the Profit Sharing Plan. All
forfeitures of non-vested Company contributions are reallocated to non-
forfeiting participants' accounts.
Participating employees may choose among alternative investment vehicles
(Company Stock is not an option). Distributions may be made prior to normal
retirement age upon showing of hardship. The annual benefits payable upon
retirement at normal retirement age cannot be estimated due to the number of
variables which operate under the Profit Sharing Plan. The Company made
aggregate contributions of $33,575 to the Profit Sharing Plan during fiscal
1995, $67,998 during fiscal 1994 and $49,835 during fiscal 1993.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1995, Cecil Schenker, Richard Sherman and Stanley Spigel
served on the Company's Compensation Committee.
The Company has two real estate leases in force with Spigel Properties,
whose owner is Stanley Spigel, a director of the Company and a member of the
Company's Compensation Committee. The leases for such store locations cover an
aggregate of approximately 47,000 square feet and expire at February 1999 and
December 1999, provide for one five-year renewal option and an aggregate annual
rental of approximately $144,000 in fiscal 1996. The leases also provide for
percentage rental payments which, along with minimum rentals and the Company's
pro-rata share of taxes, insurance and property maintenance, typically do not
exceed 4% of sales. The Company paid an aggregate of $136,000 in minimum rental
and an aggregate of $14,000 in percentage rental for these locations during
fiscal 1995.
During fiscal periods prior to August 1988, and again since February 1991,
the law firm of Akin, Gump, Strauss, Hauer & Feld, L.L.P. has regularly
performed legal services as counsel to the Company. Cecil Schenker, a director
of the Company and a member of the Company's Compensation Committee, is the sole
shareholder of Cecil Schenker, P.C., a partner with Akin, Gump, Strauss, Hauer &
Feld, L.L.P.
The Company believes that the abilities of Mr. Schenker and Mr. Spigel to
make fair compensation decisions have not and will not be compromised by the
relationships referred to above.
7
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, the beneficial ownership (as defined by the
rules of the Securities of Exchange Commission) of the Common Stock as of May 4,
1995 by each person known by the Company to be a beneficial owner of more than
5%, all directors, the named executive officers, and all directors and executive
officers as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
NAME BENEFICIALLY OWNED CLASS (1)
<S> <C> <C>
Charles M. Siegel 381,249 (2) 3.0%
Joseph Lehrman 300,500 (2) 2.3%
Charles J. Furhmann II -0- *
Michael Moffitt 61,250 (2) *
James M. Raines 45,000 (2) *
Cecil Schenker 60,000 (2) *
Richard Sherman 45,000 (2) *
Stanley Spigel 55,000 (2) *
Dennis Barringer 21,000 (2) *
All executive officers and directors as
a group (18 persons) 1,135,549 8.8%
</TABLE>
* Less than 1%
(1) This calculation is the quotient of: (a) the number of shares of
Common Stock currently beneficially owned by the named individual or
group, plus the number of shares of Common Stock, if any, for which
options held by such person or group are currently exercisable or
become exercisable within 60 days of May 4, 1995; divided by (b) the
total number of shares of Common Stock outstanding and the number of
shares of Common Stock, if any, for which options held by such person
or group are currently exercisable or become exercisable within 60
days of May 4, 1995.
(2) Includes 160,000 shares, in the case of Mr. Siegel, 80,000 shares in
the case of Mr. Lehrman, 60,000 shares in the case of Mr. Moffitt and
Mr. Schenker, 55,000 shares in the case of Mr. Spigel, 45,000 shares
in the case of Mr. Raines and Mr. Sherman and 21,000 shares in the
case of Mr. Barringer which are issuable pursuant to presently
exercisable options (or those exercisable within 60 days of May 4,
1995 ).
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The investment firm of James M. Raines & Company, the owner of which is a
director of the Company, performed consulting services for a fee in connection
with the Company's Regulation S offering conducted during the fiscal year ended
February 3, 1995.
Charles J. Fuhrmann II, a director of the Company, performed certain
financial and strategic advisory services for a fee during the fiscal year ended
February 3, 1995 and will continue performing such services for a fee during
fiscal year 1996.
See "Compensation Committee Interlocks and Insider Participation" for
certain relationships and related transactions.
8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized:
50-OFF STORES, INC.
BY: PAT L. ROSS
------------------------
PAT L. ROSS, VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
Date: June 5, 1995
9
