THE PURPOSE OF THIS AMENDMENT IS TO INCLUDE THE FINANCIAL DATA
SCHEDULE.
FORM 10-K AMMENDMENT NUMBER 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 28, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-13184
STUARTS DEPARTMENT STORES, INC.
A Delaware corporation
I.R.S. Employer Identification No. 04-2817110
16 Forge Parkway
Franklin, MA 02038
(508) 520-4540
Securities Registered Pursuant to Section 12(g) of the Act:
Title
Common Stock, $.01 par value
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
and (2) has been subject to such filing requirements for the
past 90 days.
Yes X No
Indicate by check mark 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. [ ]
Aggregate market value on June 6, 1995 of the voting stock
held by non-affiliates of the registrant was approximately
$443,125.
Common shares outstanding on June 6, 1995: 21,507,175
(excluding 901,899 shares held as treasury shares).
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities and Exchange Act of 1934 subsequent to
the distribution of securities under a plan confirmed by a court.
Yes X No
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
- -----------------------------------------------------------------
(a) 1. The following financial statements are filed herewith in
Part II, Item 8:
Consolidated Statements of Operations
- Successor Company
Fiscal 1995
Fiscal 1994
Pro Forma Combined Fiscal 1993 (Unaudited)
13 Weeks Ended 1/30/93
- Predecessor Company
39 Weeks Ended 10/31/92
Consolidated Balance Sheets
- Successor Company
January 28, 1995
January 29, 1994
Consolidated Statements of Cash Flows
- Successor Company
Fiscal 1995
Fiscal 1994
13 Weeks Ended 1/30/93
- Predecessor Company
39 Weeks Ended 10/31/92
Consolidated Statements of Stockholders' Equity
- Successor Company
Fiscal 1995
Fiscal 1994
13 Weeks Ended 1/30/93
- Predecessor Company
39 Weeks Ended 10/31/92
Notes to Consolidated Financial Statements
Report of Independent Certified Public Accountants
<PAGE>
2. Exhibits
The following exhibit is incorporated by reference from the
Company's Annual Report on Form 10-K for the 52 week period
ended January 28, 1989, File No. 0-13184:
Exhibit
10-1 - Retirement Savings Plan (401(k) Plan) of the
Company.
The following exhibit is incorporated by reference from the
Company's Annual Report on Form 10-K for the 52 week period
ended February 1, 1992, File No. 0-13184:
Exhibit
22-1 - Subsidiary of the Company.
The following exhibit is incorporated by reference from the
Company's Current Report on Form 8-K dated October 23, 1992,
File No. 0-13184:
Exhibit
2-1 - Joint Plan of Reorganization under Chapter 11 of
the Bankruptcy Code filed in Cases No. 90-42184-JFQ through
90-42185-JFQ in District of Massachusetts (Western Division)
dated July 22, 1992, confirmed on October 13, 1992.
The following exhibit is incorporated by reference from the
Company's Quarterly Report on Form 10-Q for the 13 weeks ended
October 31, 1992, File No. 0-13184:
Exhibit
10-2 - Agreement dated October 1, 1992 between Gibson
Greetings, Inc. and the Company.
The following exhibits are incorporated by reference from the
Company's Registration Statement on Form S-1, File No. 33-58342:
Exhibits
3-1 - Restated Certificate of Incorporation of the
Company dated October 13, 1992.
4-1 - Specimen Common Stock Certificate.
4-2 - Articles Fourth and Fifth of the Restated
Certificate of Incorporation of the Company dated October 13,
1992 (included in Exhibit 3-1).
<PAGE>
The following exhibit is incorporated by reference from
Amendment No. 2 to the Company's Registration Statement on Form
S-1, File No. 33-58342:
Exhibit
10-3 - *Letter Agreement between the Company and S.
Joseph Hoffman dated as of June 1, 1993.
The following exhibit is incorporated by reference from the
Company's Current Report on Form 8-K dated December 29, 1993,
File No. 0-13184:
Exhibit
10-4 - Loan and Security Agreement between the Company
and Foothill Capital Corporation dated as of December 16, 1993.
The following exhibits are incorporated by reference from the
Company's Annual Report on Form 10-K for the fiscal year ended
January 29, 1994, File No. 0-13184:
Exhibits
3-2 - By-Laws of the Company, as amended.
4-3 - Article 1 of the Amended By-Laws of the Company
(included in Exhibit 3-2).
10-5 - Depository Account Agreement among the Company,
Foothill Capital Corporation and Worcester County Institution
for Savings dated January 26, 1994.
The following exhibit is incorporated by reference from the
Company's Current Report on Form 8-K dated December 2, 1994,
File No. 0-131984:
Exhibit
10-6 - Agency Agreement between the Company and Gordon
Brothers Partners, Inc. dated as of November 3, 1994.
The following exhibit is incorporated by reference from the
Company's Current Report on Form 8-K dated March 5, 1995, File
No. 0-13184:
Exhibit
10-7 - Agency Agreement between the Company and Garcel,
Inc. dated February 24, 1995.
The following exhibits are filed herewith:
Exhibit
10-8 - *1992 Employee Stock Option Plan, as amended.
10-9 - *1994 Directors Stock Option Plan.
10-10 - *1994 Cash Bonus Plan.
10-11 - *Employment Agreement between the Company and
David S. Ferguson dated as of August 5, 1994.
10-12 - *Employment Agreement between the Company and
Antone F. Moreira dated as of August 8, 1994.
10-13 - Amendment No. One to the Loan and Security
Agreement between the Company and Foothill Capital Corporation
dated March 20, 1995.
10-14 - Second Amendment to Loan and Security Agreement
between the Company and Foothill Capital Corporation dated May
16, 1995.
10-15 - Stipulation Regarding Post-Petition Financing
and Use of Cash Collateral dated as of May 16, 1995.
10-16 - Agency Agreement between the Company and Garcel,
Inc. d/b/a Great American Asset Management dated May 3, 1995.
27 Financial Data Schedule.
* Indicates a management contract or compensatory plan or
arrangement required to be filed as an exhibit pursuant to Item
14(a)(3).
** Not deemed filed for purposes of Section 11 of the
Securities Act of 1933, Section 18 of the Securities Exchange
Act of 1934 and Section 323 of the Trust Indenture Act of 1939,
or otherwise subject to the liabilities of such sections and not
deemed part of any registration statement to which such exhibit
relates.
(b) Reports on Form 8-K.
During the 13 weeks ended January 28, 1995, the following
report was filed on Form 8-K:
On December 5, 1994, the Company filed a current report on
Form 8-K dated November 23, 1994 with the Securities and
Exchange Commission, which stated that the Company had entered
into an Agency Agreement with Gordon Brothers Partners, Inc. in
connection with the sale of certain inventory from the Company's
Biddeford, Maine and Barre, Vermont stores.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
STUARTS DEPARTMENT STORES, INC.
July 28, 1995 By /s/ David S. Ferguson
David S. Ferguson
President and Chief
Operating Officer
Pursuant to the requirements of the Securities and Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the dates indicated.
Signature Capacity Date
/s/David S. Ferguson President, Chief Operating July 28, 1995
David S. Ferguson Officer and Director
/s/Antone F. Moreira Executive Vice President and July 28, 1995
Antone F. Moreira Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/S. Joseph Hoffman Chairman of the Board July 28, 1995
S. Joseph Hoffman and Director
/s/Margaret Coughlin Director July 28, 1995
Margaret Coughlin
/s/Ronald C. Curhan Director July 28, 1995
Ronald C. Curhan
/s/Joshua R. Goldberg Director July 28, 1995
Joshua R. Goldberg
/s/Joseph Lategano Director July 28, 1995
Joseph Lategano
/s/Morton H. Sigel Director July 28, 1995
Morton H. Sigel
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Location
2-1 Joint Plan of Reorganization Incorporated by reference from
under Chapter 11 of the Exhibit 2-1 to the Company's
Bankruptcy Code filed in Ca Current Report on Form 8-K
No. 90-42184-JFQ through 90- dated October 23, 1992
42185-JFQ in District of
Massachusetts (Western Division)
dated July 22, 1992, confirmed
on October 13, 1992
3-1 Restated Certificate of Incorporated by reference from
Incorporation of the Company Exhibit 3-1 to the Company's
dated October 13, 1992 Registration Statement on Form
S-1 File No. 33-58342
("Registration Statement No.
33-58342")
3-2 By-laws of the Company, as Incorporated by reference from
amended Exhibit 3-2 to the Company's
Annual Report on Form 10-k for
the fiscal year ended January
29, 1994, File No. 0-13184 (the
"1994 Form 10-K")
4-1 Specimen Common Stock Incorporated by reference from
Certificate
Exhibit 4-1 to Registration
Statement No. 33-58342
4-2 Articles Fourth and Fifth of Included in Exhibit 3-1
the Restated Certificate of
Incorporation of the Company
dated October 13, 1992
4-3 Article 1 of the Amended Included in Exhibit 3-2
By-laws of the Company
10-1 Retirement Savings Plan Incorporated by reference from
(401(k) Plan) of the Company Exhibit 10-9 to the Company's
Annual Report on Form 10-K for
the fiscal year ended January
28, 1989
10-2 Agreement dated October 1, Incorporated by reference from
1992 between Gibson Greetings, Exhibit 10-6 to the Company's
Inc. and the Company Quarterly Report on Form 10-Q
for the 13 weeks ended October
31, 1992, File No. 0-13184
10-3 Letter Agreement between the Incorporated by reference from
Company and S. Joseph Hoffman Exhibit 10-12 to Amendment No.
dated as of June 1, 1993 2 to Registration Statement No.
33-58342
Exhibit Number Exhibit Location
10-4 Loan and Security Agreement Incorporated by reference from
between the Company and Exhibit 10-1 to the Company's
Foothill Capital Corporation Current Report on Form 8-K
dated as of December 16, 1993 dated December 29, 1993, File
No. 0-13184
10-5 Depository Account Agreement Incorporated by reference from
among the Company, Foothill Exhibit 10-10 to the 1994 Form
Capital Corporation and 10-K
Worcester County Institution
for Savings dated January 26,
1994
10-6 Agency Agreement between the Incorporated by reference from
Company and Gordon Brothers Exhibit 10-1 of the Company's
Partners, Inc. dated as of Current Report on Form 8-K
November 3, 1994 dated December 2, 1994, File
No. 0-13184
10-7 Agency Agreement between the Incorporated by reference from
Company and Garcel, Inc. dated Exhibit 10-1 to the Company's
February 24, 1995 Current Report on Form 8-K
dated March 15,1995, File No.
0-13184
10-8 1992 Employee Stock Option Sequentially numbered pages
Plan, as amended
10-9 1994 Directors Stock Option Sequentially numbered pages
Plan
10-10 1994 Cash Bonus Plan Sequentially numbered pages
10-11 Employment Agreement between Sequentially numbered pages
the Company and David S.
Ferguson dated as of August
5, 1995
10-1 Employment Agreement between Sequentially numbered pages
the Company and Antone F.
Moreira dated as of August
8, 1995
10-13 Amendment No. One to the Loan Sequentially numbered pages
and Security Agreement between
the Company and Foothill
Capital Corporation dated
March 20, 1995
<PAGE>
Exhibit Number Exhibit Location
10-14 Second Amendment to the Loan Sequentially numbered pages
and Security Agreement between
the Company and Foothill
Capital Corporation dated
May 16, 1995
10-15 Stipulation Regarding Post- Sequentially numbered pages
Petition Financing and Use of
Cash Collateral dated as of
May 16, 1995
10-16 Agency Agreement between the Sequentially numbered pages
Company and Garcel, Inc. d/b/a
Great American Asset Management
dated May 3, 1995
27 Financial Data Schedule Included with Ammendment
Number 1
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