<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
===============================================================================
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
For the Quarterly Period Ended July 27, 2000
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
For the Transition Period from . . . . . . . . to . . . . . . . .
Commission file number 1-8978
LONGS DRUG STORES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Maryland 68-0048627
------------------------------- --------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
141 North Civic Drive
Walnut Creek, California 94596
------------------------------- --------------------------
(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
Registrant's telephone number, including area code: (925) 937-1170
-----------------
===============================================================================
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
-------- --------
There were 37,383,582 shares of common stock outstanding as of August 24, 2000.
-1-
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
STATEMENTS OF CONDENSED CONSOLIDATED INCOME (UNAUDITED)
<TABLE>
<CAPTION>
For the For the
Quarter Ended Two Quarters Ended
JULY 27, July 29, JULY 27, July 29,
2000 1999 2000 1999
--------------- -------------- -------------- --------------
--------------------(Thousands Except Per Share)--------------------
<S> <C> <C> <C> <C>
SALES $ 991,117 $ 884,518 $1,946,848 $ 1,753,948
COSTS AND EXPENSES:
Cost of merchandise sold 729,876 651,769 1,439,213 1,292,684
Operating and administrative 232,233 205,307 455,288 406,670
Legal settlements and other disputes (3,891) -- (3,891) --
Interest expense 4,221 972 7,796 1,825
Interest income (141) (494) (343) (845)
--------------- -------------- -------------- --------------
INCOME BEFORE TAXES ON INCOME 28,819 26,964 48,785 53,614
TAXES ON INCOME 11,600 10,600 19,600 20,900
--------------- -------------- -------------- --------------
NET INCOME $ 17,219 $ 16,364 $ 29,185 $ 32,714
=============== ============== ============== ==============
NET INCOME PER COMMON SHARE:
BASIC $ .46 $ .42 $ .76 $ .84
DILUTED $ .46 $ .42 $ .76 $ .84
DIVIDENDS PER COMMON SHARE $ .14 $ .14 $ .28 $ .28
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING:
BASIC 37,633 38,801 38,378 38,901
DILUTED 37,836 38,950 38,510 39,040
</TABLE>
See NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
-2-
<PAGE>
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
JULY 27, July 29, January 27,
2000 1999 2000
----------------- ----------------- -----------------
------------------------ (Thousands)------------------------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and equivalents $ 29,496 $ 77,511 $ 16,404
Pharmacy and other receivables 108,936 69,048 94,417
Merchandise inventories 410,121 358,520 433,082
Deferred income taxes 28,958 22,391 24,695
Other 8,694 4,253 13,577
----------------- ----------------- -----------------
Total current assets 586,205 531,723 582,175
----------------- ----------------- -----------------
PROPERTY:
Land 109,660 94,762 105,688
Buildings and leasehold improvements 446,251 405,105 428,822
Equipment and fixtures 397,407 334,425 361,313
Beverage licenses 8,038 7,570 7,985
----------------- ----------------- -----------------
Total property at cost 961,356 841,862 903,808
Less accumulated depreciation 395,060 357,716 374,798
----------------- ----------------- -----------------
Property, net 566,296 484,146 529,010
GOODWILL 137,725 40,110 136,665
OTHER ASSETS 21,208 20,995 22,473
----------------- ----------------- -----------------
TOTAL $ 1,311,434 $ 1,076,974 $ 1,270,323
================= ================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 222,548 $ 190,005 $ 187,835
Employee compensation and benefits 75,267 73,749 74,648
Taxes payable 48,014 27,383 53,026
Current portion of long-term debt and guarantee
of Profit Sharing Plan debt 3,064 3,015 3,042
Other 26,692 29,140 33,344
----------------- ----------------- -----------------
Total current liabilities 375,585 323,292 351,895
----------------- ----------------- -----------------
LONG-TERM DEBT 233,656 56,641 181,180
DEFERRED INCOME TAXES AND
OTHER LONG-TERM LIABILITIES 31,917 32,269 34,554
----------------- ----------------- -----------------
STOCKHOLDERS' EQUITY:
Common stock (37,385,000, 39,296,000
and 39,385,000 shares outstanding) 18,693 19,649 19,692
Additional capital 136,133 132,910 135,358
Common stock contribution to Profit Sharing Plan -- -- 10,181
Retained earnings 515,450 512,213 537,463
----------------- ----------------- -----------------
Total stockholders' equity 670,276 664,772 702,694
----------------- ----------------- -----------------
TOTAL $ 1,311,434 $ 1,076,974 $ 1,270,323
================= ================= =================
</TABLE>
See NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
-3-
<PAGE>
STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
For The Two Quarters Ended
JULY 27, July 29,
2000 1999
---------------- ---------------
-------------(Thousands)--------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 29,185 $ 32,714
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 33,539 26,513
Deferred income taxes and other (6,900) 2,211
Amortization of restricted stock awards 1,633 1,437
Common stock contribution to benefit plan and
tax benefits credited to stockholders' equity 61 838
Changes in assets and liabilities:
Pharmacy and other receivables (14,519) (976)
Merchandise inventories 23,876 23,728
Other current assets 4,883 (2,409)
Current liabilities 23,671 (6,946)
---------------- ---------------
Net cash provided by operating activities $ 95,429 $ 77,110
---------------- ---------------
INVESTING ACTIVITIES:
Payments for property additions and acquisitions (74,482) (51,027)
Receipts from property dispositions 1,740 11,865
---------------- ---------------
Net cash used in investing activities (72,742) (39,162)
---------------- ---------------
FINANCING ACTIVITIES:
Dividend payments (10,857) (10,987)
Proceeds from borrowings, net 53,702 34,554
Repurchase of common stock (47,534) --
Sale (repurchase) of common stock to (from) Profit Sharing Plan (4,906) 1,020
---------------- ---------------
Net cash (used in) provided by financing activities (9,595) 24,587
---------------- ---------------
INCREASE IN CASH AND EQUIVALENTS 13,092 62,535
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 16,404 14,976
---------------- ---------------
CASH AND EQUIVALENTS AT END OF PERIOD $ 29,496 $ 77,511
================ ===============
</TABLE>
See NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
-4-
<PAGE>
STATEMENTS OF CONDENSED CONSOLIDATED STOCKHOLDERS' EQUITY
For the Year Ended January 27, 2000 and Two Quarters Ended July 27, 2000
<TABLE>
<CAPTION>
COMMON STOCK GUARANTEE
COMMON STOCK CONTRIBUTIONS OF PROFIT TOTAL
---------------- ADDITIONAL TO PROFIT SHARING RETAINED STOCKHOLDERS'
(Thousands) SHARES AMOUNT CAPITAL SHARING PLAN PLAN DEBT EARNINGS EQUITY
-------------------------------------------------------------------------------------------------------------------------------
BALANCE AT JANUARY 28, 1999 38,946 $19,473 $119,961 $9,834 ($911) $490,482 $638,839
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net income 68,974 68,974
Dividends ($.56 per share) (21,997) (21,997)
Profit Sharing Plan:
Issuance of stock for FY99 contributions 269 134 9,700 (9,834) 0
Stock portion of FY00 contribution 10,181 10,181
Sale of stock to plan 70 35 1,981 2,016
Reduction of plan debt 911 911
Restricted stock awards, net 100 50 2,882 2,932
Tax benefits related to stock awards 834 834
Tax benefits related to employee stock plans 4 4
-------------------------------------------------------------------------------------------------------------------------------
BALANCE AT JANUARY 27, 2000 39,385 19,692 135,358 10,181 0 537,463 702,694
-------------------------------------------------------------------------------------------------------------------------------
UNAUDITED:
Net income 29,185 29,185
Dividends ($.14 per share) (10,857) (10,857)
Profit Sharing Plan:
Issuance of stock for FY00 contributions 550 275 9,906 (10,181) 0
Sale of stock to plan 46 23 1,030 1,053
Purchase of stock from plan (298) (149) (5,810) (5,959)
Restricted stock awards, net 165 83 1,550 1,633
Tax benefits related to stock awards 61 61
Repurchase of common stock (2,463) (1,231) (5,962) (40,341) (47,534)
-------------------------------------------------------------------------------------------------------------------------------
BALANCE AT JULY 27, 2000 37,385 $18,693 $136,133 $0 $0 $515,450 $670,276
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
-5-
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The Condensed Consolidated Financial Statements include Longs Drug
Stores Corporation (Company) and its wholly-owned subsidiary, Longs
Drug Stores California, Inc. All inter-company accounts and
ransactions have been eliminated. The statements have been prepared on
a basis consistent with the accounting policies described in the
Annual Report of the Company previously filed with the Commission on
Form 10-K for the year ended January 27, 2000, and reflect all
adjustments and eliminations which are, in management's opinion,
necessary for a fair statement of the results for the periods. The
Condensed Consolidated Financial Statements for the periods ended July
27, 2000 and July 29, 1999 are unaudited. The Condensed Consolidated
Balance Sheet at January 27, 2000, and Condensed Consolidated
Statement of Stockholders' Equity for the year then ended, presented
herein, have been derived from the audited consolidated financial
statements of the Company included in the Form 10-K for the year ended
January 27, 2000.
2. Certain reclassifications have been made to prior year financial
statements in order to conform to current financial statement
presentation.
3. The financial statements have been prepared using the
Last-In-First-Out (LIFO) method of accounting for inventories. The
excess of specific cost inventory over LIFO valuation was $156.1
million at July 27, 2000, $148.0 million at July 29, 1999, and $151.0
million at January 27, 2000. A final valuation of inventory under the
LIFO method can be made only after year-end based on ending inventory
levels and inflation rates for the year. Interim LIFO calculations are
based on management's estimates of year-end inventory levels and
inflation rates for the year.
4. The Company has an unsecured revolving line of credit of $130.0
million, which expires on October 14, 2004, and accrues interest at
LIBOR-based rates. Borrowings do not require repayment for five years.
At the end of the second quarter fiscal 2001, there were $110.0
million outstanding under the line of credit with a weighted average
interest rate of 7.49%. The amount outstanding has been included in
long-term debt, as the Company does not intend to pay down the line of
credit over the next twelve-month period. Additionally, the Company
has other long-term debt associated with an equity investment in
RX America and private placement financing which amount to
approximately $124.0 million and mature at various dates from 2003
to 2017. Debt agreements contain various quarterly financial covenants
that limit maximum debt to capitalization and minimum fixed charge
coverage ratios. At July 27, 2000, the Company has complied with
restrictions and limitations included in these provisions. To
ensure liquidity availability, the Company engaged in negotiating
two additional unsecured and uncommitted lines of credit subsequent
to the end of the second quarter at $10 million each, as well as an
additional open-ended promissory note program for multiple loans
priced at time of placement. The $10 million lines of credit will
expire on December 10, 2000 and February 7, 2001, respectively.
5. During the second quarter of fiscal 2001, the Company repurchased
1,840,070 shares of common stock for a total of $35.2 million. These
repurchases included 1.3 million shares from the Vera M. Long Estate,
as well as other shares repurchased from the T.J. Long Foundation and
the Company's Profit Sharing Plan. Stock repurchases for the two
quarters were 2,761,025 shares of common stock for a total of $53.5
million. In addition, the Company sold 45,688 shares of common stock
back to the Profit Sharing Plan for $1.1 million, resulting in total
stock repurchases of $52.4 million. Stock repurchases are made at the
discretion of the Board of Directors and are dependent upon the market
price and available cash flow.
-6-
<PAGE>
6. The following is a reconciliation of the number of shares
(denominator) used in the Company's basic and diluted net income per
share computations (shares in thousands):
<TABLE>
<CAPTION>
FOR THE QUARTER ENDED FOR THE TWO QUARTERS ENDED
--------------------- --------------------------
JULY 27, 2000 JULY 29, 1999 JULY 27, 2000 JULY 29, 1999
------------- ------------- ------------- -------------
EARNINGS EARNINGS EARNINGS EARNINGS
SHARES PER SHARE SHARES PER SHARE SHARES PER SHARE SHARES PER SHARE
------- ---------- ------- ---------- -------- ---------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Basic .................... 37,633 $.46 38,801 $.42 38,378 $.76 38,901 $.84
Effect of Dilutive
Restricted Stock Awards... 188 - 149 - 124 - 139 -
Effect of Dilutive
Stock Options............. 15 - - - 8 - - -
Diluted................... 37,836 $.46 38,950 $.42 38,510 $.76 39,040 $.84
</TABLE>
-7-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
SALES
Second quarter fiscal 2001 sales increased 12.1% to $991.1 million compared to
$884.5 million in the same quarter prior year. Incremental sales from the 32
stores acquired last year represented 7.5% of total sales growth. Total
same-store sales increased 3.2% for the second quarter, which is an improvement
over the first quarter increase of 2.5%.
Second quarter pharmacy sales increased 17.6% over the comparable period in the
prior year, led by a 9.6% increase in same-store pharmacy sales. The same-store
pharmacy sales increase resulted from both increases in the average retail price
of a prescription and in script volume. Additionally, pharmacy sales from the 32
acquired stores contributed 7.0% of the overall increase in pharmacy sales, with
new stores representing the remaining 1.0%. Pharmacy represented 41.3% of total
sales in second quarter, up from 39.3% in the prior year. The percentage of
prescription sales sold through third party plans increased to 88.1% compared to
84.6% in the prior year same quarter.
Front-end sales increased 8.5% in the second quarter with sales from the 32
acquired stores representing 7.9% of the front-end sales growth. Same-store
front-end sales decreased 0.9% compared to prior year, an improvement over the
first quarter's decrease of 1.6%.
The Company installed 23 mailing centers and 30 in-store photo labs in the
second quarter, bringing project totals to 125 mailing centers and 294 in-store
photo labs which will help to fuel front-end sales.
Year-to-date total sales rose 11.0% to $1.95 billion compared to $1.75 billion
in the prior year. Year-to-date same-store total sales increased 2.8%.
Year-to-date pharmacy sales increased 16.4% and front-end sales increased 7.6%.
Year-to-date same-store pharmacy sales were up 9.1%, with front-end same-store
sales down 1.3%.
GROSS MARGINS
Gross margin dollars (including LIFO) in the second quarter increased 12.2% to
$261.2 million from $232.7 million in the same quarter last year. Same stores
contributed approximately one-half of the $28.5 million increase in gross margin
dollars. Second quarter gross margin as a percent of sales was 26.36%, a slight
increase over prior year's 26.31%. The strong growth of lower margin pharmacy
sales negatively impacts total gross margin as a percent of sales. Pharmacy
margins increased slightly to 23.80% from 23.70% in the same quarter prior year
due to improvements in the buying process and stabilization of margins on third
party plans.
The Company uses the Last-In First-Out (LIFO) method of inventory valuation. The
LIFO provision was $1.4 million for the second quarter compared to $0.5 million
in the same quarter of the prior year. Year-to-date LIFO provision was $5.2
million compared to $0.9 million for the same period last year. The LIFO
increase was primarily driven by cost increases in pharmacy, cosmetics, and
toiletries.
OPERATING AND ADMINISTRATIVE EXPENSES
The Company's operating and administrative expenses (excluding legal settlement
gain and net interest expense) as a percent of sales were 23.43% versus 23.21%
for the same quarter last year. Second quarter expenses benefited from the
Company's efforts to reduce wages and advertising costs. These improvements were
offset by higher occupancy and facilities expenses related to new and acquired
stores.
-8-
<PAGE>
Included in second quarter results was a positive pre-tax net benefit of $3.9
million. The benefit was comprised of the Company's share of the Brand Name
Prescription Drug Antitrust Litigation settlement partially offset by the
settlement of the previously reported class action lawsuit regarding the
employment classification of certain employees and the resolution of a
contractual dispute with a vendor. Additionally, the Company incurred a larger
than expected loss of $826,000 due to inventory adjustments in the Company's Rx
America joint venture. The joint venture contributed a small gain of $79,000 in
the same quarter last year.
Excluding the above noted net settlement benefit, the loss related to the joint
venture and net interest expense, the Company's operating expenses as a percent
of sales were 23.35% versus 23.22% for the same quarter last year.
Year-to-date operating and administrative expenses (excluding net interest
expense) as a percent of sales were flat at 23.19% compared to the same period
last year. Year-to-date operating and administrative expenses (excluding net
legal settlement gain and net interest expenses) as a percent of sales were
23.39% versus 23.19% in the same period last year.
INCOME BEFORE TAXES/NET INCOME
Income before taxes increased to $28.8 million from $27.0 million for the same
quarter prior year. Net interest expense for the second quarter was $4.1 million
compared to $0.5 million in the same quarter last year. The increase in interest
is related to increased borrowings for stores acquired last year, new stores
opened since the second quarter of last year and stock repurchases.
The Company's effective tax rate for the first six months of fiscal 2001 40.2%,
up from 39.0% in the same period last year. The increase in the effective tax
rate reflected loss of the tax deduction for dividends used by the Employee
Stock Ownership Plan (ESOP) to pay down ESOP debt.
Net income increased to $17.2 million from $16.4 million for the second quarter
last year. Diluted earnings per share increased to $0.46 per share compared to
$0.42 in the same period last year.
Second quarter fiscal 2001 earnings before interest, income taxes, depreciation
and amortization (EBITDA) increased 22.8% to $50.0 million compared to $40.7
million for the same period last year.
Year-to-date net income decreased 10.8% to $29.2 million from $32.7 million for
the same period last year. Year-to-date diluted earnings per share decreased
9.5% to $0.76 per share compared to $0.84 per share for the same period last
year.
Year-to-date EBITDA increased 10.7% to $89.8 million compared to $81.1 million
for the same period last year.
LIQUIDITY AND CAPITAL RESOURCES
CASH POSITION
Cash provided by operating activities for the two quarters increased by $18.3
million compared to prior year primarily due to increases in current liabilities
with partial offsets in pharmacy and other receivables.
Cash used in investing activities for the two quarters increased by $33.6
million compared to prior year due to additional payments for property
additions.
The Company opened three new stores and closed one store during the second
quarter and intends to open an additional twelve new stores during the remainder
of the year, bringing the total new stores for this fiscal year to seventeen.
The total number of stores at the end of the fiscal year is estimated to be 430
stores.
-9-
<PAGE>
Net capital expenditures for the two quarters were $72.7 million. The Company
estimates its capital expenditures for the fiscal year to be approximately $150
million, supporting the increase in new stores and continued investment in
technology.
Expenditures for capital projects, dividends, and stock repurchases are expected
to be funded from operations, cash reserves, and borrowings as deemed necessary.
During the second quarter, the Company repurchased 1,840,070 shares of common
stock for a total of $35.2 million. These repurchases included 1.3 million
shares from the Vera M. Long Estate, as well as other shares repurchased from
the T.J. Long Foundation and the Company's Profit Sharing Plan. Stock
repurchases for the two quarters were 2,761,025 shares of common stock for a
total of $53.5 million. In addition, the Company sold 45,688 shares of common
stock back to the Profit Sharing Plan for $1.1 million, resulting in total net
stock repurchases of $52.4 million. Stock repurchases are made at the discretion
of the Board of Directors and are dependent upon the market price and available
cash flow.
The Company has an unsecured revolving line of credit of $130.0 million,
which expires on October 14, 2004, and accrues interest at LIBOR-based rates.
Borrowings do not require repayment for five years. At the end of the second
quarter fiscal 2001, there were $110.0 million outstanding under the line of
credit with a weighted average interest rate of 7.49%. The amount outstanding
has been included in long-term debt, as the Company does not intend to pay
down the line of credit over the next twelve-month period. Additionally, the
Company has other long-term debt associated with an equity investment in RX
America and private placement financing which amount to approximately $124.0
million and mature at various dates from 2003 to 2017. Debt agreements
contain various quarterly financial covenants that limit maximum debt to
capitalization and minimum fixed charge coverage ratios. At July 27, 2000,
the Company has complied with restrictions and limitations included in these
provisions. To ensure liquidity availability, the Company engaged in
negotiating two additional unsecured and uncommitted lines of credit
subsequent to the end of the second quarter at $10 million each, as well as
an additional open-ended promissory note program for multiple loans priced at
time of placement. The $10 million lines of credit will expire on December
10, 2000 and February 7, 2001, respectively.
FORWARD LOOKING INFORMATION
Certain information in this form 10-Q, as well as in other public filings, press
releases and oral statements made by our representatives, is forward-looking
information based on current expectations and plans that involve risks and
uncertainties. Forward-looking information includes statements concerning
pharmacy sales trends, prescription margins, number of store openings and the
level of capital expenditures; as well as those that include or are preceded by
the words "expects," "estimates," "believes," or similar language. For such
statements, we claim the protection of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. The following factors, in addition to
those discussed elsewhere in this Form 10-Q and in our Annual Reports, could
cause results to differ materially from management expectations as projected in
such forward-looking statements: changes in economic conditions generally or in
the markets served by the company; consumer preferences and spending patterns;
competition from other drugstore chains, supermarkets, other retailers and mail
order companies; changes in state or federal legislation or regulations; the
efforts of third party payors to reduce prescription drug costs; the
availability and cost of real estate and construction; accounting policies and
practices; the company's ability to hire and retain pharmacists and other store
and management personnel; the company's relationships with its suppliers; the
company's ability to successfully implement new computer systems and technology;
and adverse determinations with respect to litigation or other claims. The
company assumes no obligation to update its forward-looking statements to
reflect subsequent events or circumstances.
-10-
<PAGE>
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) On May 16, 2000, the Annual Meeting of Shareholders of the
Company was held in Walnut Creek, California.
(b) The following directors were elected:
<TABLE>
<CAPTION>
Votes in Favor Votes Withheld
---------------------- ----------------------
<S> <C> <C>
M.S. Metz 30,393,307 5,455,409
S.D. Roath 30,279,299 5,569,417
G.H. Saito 30,281,811 5,566,905
T.R. Sweeney 30,194,356 5,654,360
A.G. Wagner 30,397,472 5,451,244
</TABLE>
There were no abstentions and no broker non-votes.
(c) Other directors whose term of office as a director continued
after the Annual Meeting:
R.M. Brooks R.A. Plomgren
W.L. Chenevich H.R. Somerset
W.G. Combs D.L. Sorby
R.M. Long F.E. Trotter
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 10.1
Employment agreement between the Company and Steven F.
McCann, Senior Vice President, Chief Financial Officer, and
Treasurer, dated April 17, 2000.
(b) Reports on Form 8-K
There have been no reports on Form 8-K filed during the
quarter ended July 27, 2000.
-11-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
LONGS DRUG STORES CORPORATION
--------------------------------
(REGISTRANT)
Date: September 11, 2000 /s/ Grover White
-------------------------- ---------------------------------
Grover White
Vice President, Controller
(Principal Accounting Officer)
/s/ Steve McCann
---------------------------------
Steve McCann
Senior Vice President - Financial Officer
and Treasurer
(Chief Financial Officer)
-12-
