<COVER LETTER>
SPAIN & GILLON
The Zinszer Building
2117 Second Avenue North
Birmingham, Alabama 35203
Telephone (205) 328-4100
Telecopier (205) 324-8866
Writer's Direct Dial Number
(205) 581-6226
January 17, 1996
FEDERAL EXPRESS
Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549
Re: Piggly Wiggly Alabama Distributing Co., Inc.
File No.: 33-58357
Gentlemen:
Enclosed herewith is a copy of Post-Effective Amendment No. 1
to Form S-1 Registration Statement for Piggly Wiggly Alabama
Distributing Co., Inc. (the "Company"). The Company has a current shelf
registration with your office as referenced above and is updating its
prospectus to comply with Rule 427 for prospectuses used more than nine months.
The enclosed Amendment No. 1 merely updates the information contained
in the Registration Statement.
The registration fee of $1,913.29 has previously been paid with the
initial filing of the Registration Statement.
Please let me know if you have any questions or comments.
Yours very truly,
SPAIN & GILLON
By: John P. McKleroy, Jr.
</COVER LETTER>
As filed with the Securities and Exchange Commission on January 17, 1996
Registration No. 33-58357
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PIGGLY WIGGLY ALABAMA DISTRIBUTING CO., INC.
(Exact Name of Registrant as Specified in its Charter)
ALABAMA
(State or Other Jurisdiction of Incorporation or Organization)
5410 63-0393676
(Primary Standard Industrial (IRS Employer
Classification Code Number) Identification Number)
2400 J. Terrell Wooten Drive Post Office Box 2400
Bessemer, Alabama 35020 Bessemer, Alabama 35021
(205) 481-2300 (205) 481-2300
(Location Address, Including (Mailing Address, Including
Zip Code, and Telephone Zip Code, and Telephone
Number, Including Area Code, Number, Including Area Code,
of Registrant's Principal of Registrant's Principal
Executive Offices) Executive Offices)
D. T. STEWART
President and Chief Executive Officer
Post Office Box 2400
Bessemer, Alabama 35021
(205) 481-2300
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
Copies of Communications to:
John P. McKleroy, Jr., Esq.
SPAIN & GILLON
2117 Second Avenue North
Birmingham, Alabama 35203
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933 check the following box. (Checked)
CALCULATION OF REGISTRATION FEE
Title Of Each Proposed Proposed
Class of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Unit Offering Price Fee
Common Stock 25,000* $225.04 $5,626,000 $1,913.29
Par Value $.01
Per Share
* Pursuant to Rule 429, this Registration Statement also relates to
the Registration Statement on file under File No. 33-19645.
PIGGLY WIGGLY ALABAMA DISTRIBUTING CO., INC.
<TABLE>
CROSS REFERENCE SHEET
<CAPTION>
Form S-1 Item
Number and Captions Location
in Prospectus
<S> <C>
1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus Cover Page
2. Inside Front and Outside Back Cover
Pages of Prospectus Inside Front; Cover Page
3. Summary Information Prospectus Summary
Risk Factors Not Applicable
Ratio of Earnings Not Applicable
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Cover Page;
Price of Common Stock
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Distribution of the Company's
Stock
9. Description of Securities to be Registered Cover Page;
Description of Common Stock
10. Interests of Named Experts and Counsel Interests of
Named Experts
and Counsel
11. Information with Respect to the Registrant
(a) Description of Business Cover Page;
Prospectus Summary;
The Company; Business;
Management's Discussion and
Analysis of Financial Condition
and Results of Operations
(b) Description of Property Properties
(c) Legal Proceedings Legal Proceedings
(d) Market Price and Dividends Cover Page;
Prospectus Summary;
Business; Description of Common
Stock
(e) Financial Statements Financial Statements
(f) Selected Financial Information Prospectus
Summary; Selected
Financial Data
(g) Supplementary Financial Information Not Applicable
(h) Management's Discussion and Analysis
of Financial Condition and Results
of Operations Management's Discussion
and Analysis of
Financial Condition
and Results of Operations
(i) Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure Not Applicable
(j) Directors, Executive Officers, Promoters
and Control Persons Executive Officers
and Directors
(k) Executive Compensation Executive Compensation
(l) Security Ownership of Certain Beneficial
Owners and Management Executive Officers
and Directors;
Security Ownership of
Certain Beneficial
Owners and Management
(m) Certain Relationships and Related
Transactions Not Applicable
12. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities Indemnification for
Securities
Act Liabilities
</TABLE>
25,000 Shares
PIGGLY WIGGLY ALABAMA DISTRIBUTING CO., INC.
Common Stock
Piggly Wiggly Alabama Distributing Co., Inc. (the "Company")
is an Alabama corporation engaged in the operation of wholesale
grocery warehouse and distribution facilities as a cooperative for
the benefit of its member-stockholders. See "The Company."
The Company's Articles of Incorporation provide that only
operators of retail grocery stores approved by the Board of
Directors are eligible to own and hold the Company's Common Stock.
Holders of shares of Common Stock are entitled to one vote per
share on all matters to be voted on by stockholders and are not
entitled to cumulate their votes in the election of Directors. The
holders of Common Stock have no pre-emptive rights. See
"Description of Common Stock."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Underwriting
Price Discounts and Proceeds
Public(1) Commissions(2) to Issuer(3)
Per Share $ 225.04(4) _ $ 225.04
Total $ 5,626,000(4) _ $ 5,626,000
(1) Purchasers are limited to retail grocery store operators
approved by the Board of Directors.
(2) No underwriter is involved in this offering.
(3) Before deducting other expenses of issuance and
distribution estimated not to exceed $18,237.85.
(4) Shares are sold at the "Adjusted Book Value" per share
determined on an annual basis. See "Price of Common Stock."
As of the date of this prospectus, the Adjusted Book Value
is $225.04.
The date of this Prospectus is January 17, 1996
Stockholders of Piggly Wiggly Alabama Distributing Co., Inc.
will be furnished with a copy of the Company's annual financial
statements within 120 days of the conclusion of each fiscal year.
The annual financial statements of the Company are prepared by an
independent certified public accountant.
TABLE OF CONTENTS
Page
Summary 3
Use of Proceeds 5
The Company 5
Business 5
Properties 8
Selected Financial Data 9
Description of Common Stock 11
Legal Proceedings 13
Management's Discussion and Analysis of
Financial Condition and Results of Operations 14
Management-Executive Officers and Directors 16
Management Remuneration 19
Security Ownership of Certain Beneficial Owners
and Management 21
Legal Matters 22
Experts 22
Indemnification for Securities Acts Liabilities 22
Financial Statements F-1
The Company is subject to the informational requirements of
the Exchange Act and in accordance therewith files reports and
other information with the Securities and Exchange Commission.
Reports and other information filed by the Company can be inspected
and copies at the public reference facilities maintained by the
Commission at 450 Fifth Street, N. W., Room 1024, Washington, D.C.
20549.
No person is authorized to give any information or to make any
representations other than as contained in this Prospectus in
connection with the offering made hereby. Any information, date or
representation not contained in this Prospectus must not be relied
upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell, or a solicitation of an offer to
buy, any of the securities covered by this Prospectus in any
jurisdiction in which or to any person to whom it is unlawful to
make such offer or solicitation. The delivery of this Prospectus at
any time does not imply that information herein is correct as of
any time subsequent to its date.
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more
detailed information and financial statements appearing elsewhere
in this Prospectus.
THE COMPANY
Piggly Wiggly Alabama Distributing Co., Inc. (the "Company")
is engaged in the operation of wholesale grocery warehouse and
distribution facilities located in Bessemer, Alabama as a
cooperative for the benefit of its member-stockholders. The mailing
address of the executive office is 2400 J. Terrell Wooten Drive,
P.O. Box 2400, Bessemer, Alabama, 35021 and the telephone number is
(205) 481-2300. From its warehouse and distribution facilities, the
Company distributes grocery products, including dry groceries,
meats, produce, frozen foods, dairy products, health and beauty
aids, tobacco products and other related items and services. The
Company's customers include non-franchised retail grocery stores,
however, most of its customers are retail grocery stores operated
under franchise issued by the Piggly Wiggly Corporation. The
Company's sales territory consists of parts of Alabama, Tennessee,
Georgia, Mississippi, Florida and North Carolina. As of September
30, 1995, the Company sold to and serviced 214 retail grocery stores.
THE OFFERING
Common Shares to be Sold by Company 25,000
Shares Outstanding after the Offering 110,242
Use of Proceeds by Company To purchase inventory and use
for general operating expenses.
See "Use of Proceeds."
Market There is no market for the
Common Stock. Only retail
grocery store operators approved
by the Company's Board of
Directors may purchase Common
Stock.
COMMON STOCK
Only operators of retail grocery stores who are approved by
the Board of Directors are eligible to subscribe and own Common
Stock in the Company. See "Restrictions of Ownership and
Transferability." Each stockholder must purchase and maintain an
amount of Common Stock equal in value to 125% of the operator's
average weekly retail sales. A determination of how much Common
Stock an operator is required to purchase and own is made initially
at the time an operator is approved as a member of the cooperative
by the Board of Directors and the Company begins servicing the
operator with grocery products and services. Once the initial
subscription is paid, subsequent reevaluations of stock purchase
requirements are performed generally on an annual basis and at such
time as the number of stores owned by the operator increases or
decreases. See "Amount of Common Stock Required To Be Purchased."
The price of the Common Stock is the Adjusted Book Value per share.
See "Price of Common Stock." An operator may pay for his Common
Stock over time by making an initial minimum payment of fifteen
percent (15%) of the subscription price, with the balance of the
subscription price paid in weekly installments by adding an amount
equal to one and one-quarter percent (1 1/4%) of the operator's
weekly purchases to the weekly invoice statements from the Company.
No interest or other expense is charged on the deferred payments as
long as they are timely paid. All items on the weekly invoice
statement from the Company bear interest at eighteen percent (18%)
per annum if not paid within seven (7) days.
Annual profits of the Company in excess of $400,000 from sales
to member-stockholders are accrued to the stockholders as patronage
dividends in the proportion that sales from the Company to each
member-stockholder bear to the total sales of the Company to all
member-stockholders. The amount of annual income retained by the
Company is determined by the Board of Directors and approved by the
stockholders.
<TABLE>
SELECTED FINANCIAL DATA
Summary Income Statement Data:
<CAPTION>
(Dollar Amounts in thousands, except for per share data)
Fiscal Periods Ending
July 28, July 29, July 30, July 31, July 26,
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Total Sales $402,682 $372,223 $353,027 $351,212 $342,402
Patronage dividends $ 4,037 $ 3,818 $ 2,046 $ 2,839 $ 2,023
Net Income $ 254 $ 255 $ 274 $ 276 $ 264
Earnings per common
share and common
share equivalent
Primary $ 3.35 $ 3.58 $ 4.10 $ 4.21 $ 4.06
Fully diluted $ 3.35 $ 3.58 $ 4.10 $ 4.21 $ 4.06
</TABLE>
<TABLE>
Summary Balance Sheet Data:
<CAPTION>
July 28, July 29, July 30,
1995 1994 1993
<S> <C> <C> <C>
Total Assets $63,874 $54,255 $50,163
Total Liabilities $47,804 $39,327 $36,486
Total Equity $16,073 $14,928 $13,677
</TABLE>
USE OF PROCEEDS
The Company is a cooperative existing for the benefit of its
member-stockholders. This offering shall be used to raise capital
from new and existing member-stockholders for the purchase of
inventory and other general operating expenses of the Company. The
Company reserves the right to use a portion of the proceeds from
the sale of the Common Stock for special capital expenditures in
the event such need arises, even though it is not anticipated that
the proceeds would constitute the primary source of funding for any
capital improvement.
THE COMPANY
The Company was incorporated under the laws of the State of
Delaware on September 18, 1958 under the name of Piggly Wiggly
Alabama Distributing Company, Inc. On September 26, 1979, it was
reorganized as an Alabama corporation under the name of Piggly
Wiggly Alabama Distributing Co., Inc. (the "Company"). The Company
has its principal place of business at 2400 J. Terrell Wooten
Drive, Bessemer, Alabama. During the past five years, the Company
has steadily grown, increasing sales from $333,106,000 in 1990 to
$402,682,000 in 1995. The number of grocery stores serviced by the
Company has expanded from 168 in 1990 to 214 in 1995.
BUSINESS
Business Objective
The Company was organized and is being operated for the
purpose of providing grocery warehousing and distribution
facilities for its stockholders who are retail grocery operators in
parts of Alabama, Tennessee, Georgia, Mississippi, Florida and
North Carolina. While it is the hope and continued intention of the
management of the Company that the Company operate with a
reasonable profit, the primary objective of the Company is to
provide groceries, food products and related items and services at
low cost to its stockholders so that they may effectively meet
competition in their retail grocery market. Under the
circumstances, the intention that the Company operate with a
reasonable profit is subordinate to its primary objective, which
might result in a less profitable operation than would be the case
in the event there was no connection between the Company as a
supplier and its stockholders as customers.
Distribution
The Company operates wholesale grocery warehouse distribution
facilities in Bessemer, Alabama. From its warehouse and
distribution facilities, the Company distributes grocery products,
including dry groceries, frozen foods, meats, produce, tobacco
products, dairy products, health and beauty aids and other related
items and provides services to retail grocery stores operated under
franchise issued by the Piggly Wiggly Corporation and to
non-franchised retail grocery stores generally located within a
250-mile radius from the Company's warehouse facilities in
Bessemer, Alabama. The Company purchases its grocery products from
approximately 1200 food and related produce vendors. The percentage
of total sales produced by the various departments of the Company
during the last three years is reflected in the following table:
1995 1994 1993
---- ---- ----
Dry Groceries 51% 50% 49%
Meats 20% 21% 22%
Produce 5% 5% 5%
Dairy Products 9% 9% 9%
Tobacco Products 6% 6% 7%
Frozen Foods 4% 4% 4%
Health & Beauty Aids 3% 3% 3%
Deli 2% 2% 1%
---- ---- ----
100% 100% 100%
The Company's sales territory consists of parts of Alabama,
Tennessee, Georgia, Mississippi, Florida, and North Carolina. As of
September 30, 1995, the Company distributed to and serviced 214
retail grocery stores. For comparison with sales and operating
profit from previous years, see "Financial Statements."
The Company's inventory turns over approximately once in a 3
week period. Although retail grocery store operators have a right
to return merchandise, the actual percentage of returned
merchandise in the past five years has been negligible. Deliveries
of merchandise are made to the operators by the Company within two
days from the date an order is placed by a fleet of 52 tractors
leased by the company and 109 trailers owned by the Company. The
Company's handling of inventory is consistent with the practice of
the wholesale grocery warehouse industry. All store operators who
purchase from the Company are invoiced for the merchandise at the
time of delivery. Unpaid invoices are reflected in weekly
statements sent to operators which are to be paid within one (1)
week.
The Company is not dependent upon any single customer, the
loss of which would have a material adverse effect on its business.
The Company's largest customer accounts for less than six percent
of the Company's sales.
Patronage Dividends
The Company has a policy approved by the stockholders by which
a patronage dividend is to be accrued to each member-stockholder
from profits exceeding $400,000 from sales to member-stockholders
of the Company for any fiscal year. The amount of the patronage
dividend which is accrued to each member-stockholder is the
proportion that the sales from the Company to each
member-stockholder bear to the total sales of the Company to all
member-stockholders. The patronage dividends accrued for the past
five years are as follows:
Year Patronage Dividend
---- ------------------
1991 $2,022,716
1992 $2,839,541
1993 $2,046,458
1994 $3,818,545
1995 $4,037,012
The Company's By-Laws provide that patronage dividends shall
be paid eight and one-half months after year end, 50% in cash and
50% in promissory notes issued by the Company. These notes bear
interest at an annual rate of 7.5%. Interest only is paid quarterly
and the notes mature 10 years after issuance and are redeemable by
the Company at any time. Pursuant to the loan agreement with
Compass Bank described in "Properties" below, this method of
payment may not be changed during the term of the loan, without
prior consent of Compass Bank.
With permission from Compass Bank, the 1986, 1987, and 1988
patronage dividend notes have been redeemed ahead of schedule.
Competition
The wholesale food distribution business in which the Company
operates is a highly competitive market. The Company competes
favorably with regional and national wholesale grocery
distributors as well as representatives of individual manufacturing
concerns who sell directly to store operators. There are generally
at least two regional or national distributors in any given
geographical area with whom the Company competes. Because the sales
volume of its competitors for these markets is not known, the
Company is unable to determine accurately its exact rank in the
market. The Company believes that price, credit terms, patronage
dividends and rebates, breadth of selection and services offered in
conjunction with the grocery goods and products are factors in
influencing the retail grocery store operator's selection of a
wholesale distributor. The Company has been successful in utilizing
a combination of these factors to achieve its steady rate of
growth.
Employees
As of September 30, 1995, the Company had approximately 492
employees, divided into the following departments:
Warehouse Employees 226
Office and Administrative 72
Truck Drivers and Deliverymen 96
Retail Services 31
Supervisors 39
Data Processing 15
Shop and Maintenance 13
The truck drivers and warehouse employees are affiliated with
the Teamsters International Local Union No. 612. The Company enjoys
excellent working relations with its employees.
Connection With Piggly Wiggly Corporation
On June 20, 1984, the Company and Piggly Wiggly Corporation
entered into a Stock Purchase and Distributor's Agreement whereby
the Company granted Piggly Wiggly Corporation a first right of
refusal for the purchase of the Company and Piggly Wiggly
Corporation authorized the Company to act as a distributor of
Piggly Wiggly products and to use Piggly Wiggly trademarks, service
marks, copyright, trade names and logos. The Company shall have
such rights unless and until it defaults under the terms and
conditions of the Stock Purchase and Distributor's Agreement. As of
the date hereof, no such default has occurred.
Piggly Wiggly Corporation holds no ownership interest in the
Company and the Company is totally owned by its
member-stockholders.
PROPERTIES
In May, 1988, the Company completed construction and occupied
its office, warehouse and distribution facility on approximately 36
acres in Bessemer, Alabama. The original warehouse consists of
approximately 289,000 square feet of dry goods storage area,
115,290 square feet of perishable and frozen foods storage and
27,000 square feet of general office space. The cost of the facility
was approximately $20 million. In May 1995, the Company completed
construction and occupied an additional 130,000 square feet of dry
grocery space. The addition cost approximately $6,335,000. An
additional 80,000 square feet of freezer space was completed and
placed in service in September 1995 at a cost of approximately
$6,261,000. The Company also owns an additional 210 acres at
the Bessemer site which is being held by the Company for future
development and/or sale.
The original office, warehouse and distribution facility was
financed with Industrial Development Bonds issued by the Industrial
Development Board of the City of Bessemer, Alabama. The Bonds were
sold on May 27, 1987. The transaction has the form of a lease;
however, the economic substance of the lease is that the Company
financed the construction through the lease, and accordingly, the
property and the accompanying debt is recorded in the Company's
assets and liabilities. The lease contains a bargain purchase
option and expires or is cancelable at the debt repayment date. The
lease provides for minimum lease payments sufficient to cover the
debt service and related expenses. The bonds were purchased by
Compass Bank. The original bond indenture had an interest rate of
9.625% until May 1, 1997, at which time the rate was scheduled to
become variable at 3% above the six month treasury bill index. In
September 1994, the indenture was amended to bear interest at a
fixed rate of 8.625%. The amendment allows the Company to prepay up
to $750,000 of principal each year without penalty. There is a
formula redemption fee for prepayments in excess of $750,000
annually prior to April 1, 2002. The loan agreement gives the bond
purchaser a security interest in all the assets of the Company and
places certain restrictions and performance requirements on the
Company for the period of the loan. These restrictions include a
limit of 50% of the patronage dividend being paid in cash and
limits the amount of capital expenditures and additional debt which
may be incurred by the Company.
The Company was in substantial compliance with all requirements
of the loan at July 28, 1995 and as of the date of this report.
Financing arrangements for the expansion have been negotiated
with Compass Bank whereby approximately $10,000,000 is available
under a three year revolving line of credit at the bank's prime
rate or 175 basis points over LIBOR, whichever is lower. The line
will decline $1,000,000 per year for three years and is expected to
be renegotiated prior to maturity.
PIGGLY WIGGLY ALABAMA DISTRIBUTING CO., INC.
AND SUBSIDIARIES
SELECTED FINANCIAL DATA
The following sets forth selected financial information of
Piggly Wiggly Alabama Distributing Co., Inc. and Subsidiaries for
the five fiscal periods ended July 28, 1995. The material should be
read in conjunction with the consolidated financial statements and
related notes with respect to the three fiscal periods ended July
28, 1995.
<TABLE>
<CAPTION>
(Dollar Amounts in thousands)
Fiscal Periods Ending
------------------------------------------------------------
July 28, July 29, July 30, July 31, July 26,
1995 1994 1993 1992 1991
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
OPERATIONS
Net Sales $402,682 $372,223 $353,027 $351,212 $342,402
Cost of Sales 383,008 353,576 333,476 328,716 323,138
-------- -------- -------- -------- --------
Gross Profit
on sales 19,674 18,647 19,551 22,496 19,264
Purchase
discounts 5,987 5,502 5,143 5,060 4,861
Other operating
income 1,900 2,081 1,144 1,321 1,593
-------- -------- -------- -------- --------
Gross Profit 27,561 26,230 25,838 28,877 25,718
Selling, general
and
administrative
expenses 19,431 18,059 19,297 21,196 19,111
Depreciation and
amortization 2,199 2,004 1,992 2,124 1,876
-------- -------- -------- -------- --------
Operating
income 5,931 6,167 4,549 5,557 4,731
Interest expense 1,494 1,949 2,103 2,318 2,308
-------- -------- -------- -------- --------
Income before
patronage
dividends 4,437 4,218 2,446 3,239 2,423
Patronage
Dividends 4,037 3,818 2,046 2,839 2,023
-------- -------- -------- -------- --------
Income before
income
taxes 400 400 400 400 400
Income taxes 146 145 126 124 136
-------- -------- -------- -------- --------
Net income $ 254 $ 255 $ 274 $ 276 $ 264
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
</TABLE>
<TABLE>
PIGGLY WIGGLY ALABAMA DISTRIBUTING CO., INC.
AND SUBSIDIARIES
SELECTED FINANCIAL DATA
<CAPTION>
(Dollar Amounts in thousands, except for per share data)
Fiscal Periods Ending
-----------------------------------------------------------
July 28, July 29, July 30, July 31, July 26,
1995 1994 1993 1992 1991
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
FINANCIAL DATA
Depreciation and
amortization $ 2,129 $ 2,004 $ 1,992 $ 2,124 $ 1,876
------- ------- ------- ------- -------
------- ------- ------- ------- -------
Property and
equipment at
cost net of
accumulated
depreciation $23,043 $17,711 $18,988 $20,631 $21,621
------- ------- ------- ------- -------
------- ------- ------- ------- -------
Leased property
under capital
leases - net
of amortization $ 2,806 $ 1,111 $ 1,025 $ 1,550 $ 2,076
------- ------- ------- ------- -------
------- ------- ------- ------- -------
Long-term debt
excluding
current
installments $21,469 $20,180 $21,567 $23,828 $24,678
------- ------- ------- ------- -------
------- ------- ------- ------- -------
Total assets $63,874 $54,256 $50,163 $52,641 $51,257
------- ------- ------- ------- -------
------- ------- ------- ------- -------
PER SHARE DATA
Earnings per common
share and
common share
equivalent
Primary $ 3.35 $ 3.58 $ 4.10 $ 4.21 $ 4.06
------- ------- ------- ------- -------
------- ------- ------- ------- -------
Fully
Diluted $ 3.35 $ 3.58 $ 4.10 $ 4.21 $ 4.06
------- ------- ------- ------- -------
------- ------- ------- ------- -------
</TABLE>
DESCRIPTION OF COMMON STOCK
The authorized capital stock of the Company consists of
200,000 shares of Common Stock, par value $.01 per share of which
78,195 (1) shares were issued and outstanding as of September 30,
1995. All of the issued and outstanding Common Stock is owned
by retail grocery store operators. As of September 30, 1995, 180
stockholders of record held Common Stock in the Company. All of the
outstanding shares of Common Stock are fully paid and
non-assessable, and the shares of Common Stock offered hereby, upon
payment thereof, will be fully paid and non-assessable. Retail
grocery store operators who are approved by the Board of Directors
as stockholders must initially purchase and thereafter must
maintain by additional purchases an amount of Common Stock equal in
value to 125% of the operator's average weekly retail sales. See
"Amount of Common Stock Required to Be Purchased."
(1) As of September 30, 1995 an additional 11,164 shares
of Common Stock were under subscription by existing member-
stockholders, but have not yet been issued.
Restrictions on Ownership and Transferability
The Articles of Incorporation of the Company provide that only
approved operators of retail grocery stores supplied by the Company
are eligible to own and hold Common Stock. Operators may be sole
proprietorships, partnerships or corporations operating one or more
grocery stores at the retail level.
Because stock ownership is limited to approved retail grocery
store operators, there is no established public trading market for
the Common Stock of the Company. The Articles provide that if
anyone other than an approved retail grocery store operator should
acquire any shares of the Common Stock, such person shall not have
the right to vote the shares and the Company has the option to
purchase such shares at their par value, at any time within three
years after discovery by the Company that a person other than an
approved retail grocery store operator serviced by the company has
acquired such shares. The Company's Articles of Incorporation
further provide that in the event of the death of a holder of any
of the Common Stock, or in the event such a holder ceases to be
supplied by the Company, the Company has the option to purchase
such shares at the Adjusted Book Value per share, at any time
within three years after discovery of the event resulting in such
option. Under these redemption options, the Company can redeem
stock only to the extent of unreserved and unrestricted earned
surplus or to the extent of unreserved and unrestricted capital
surplus.
Redemption Policy
Even though the Company is provided by the Articles of
Incorporation with an option, and not an obligation, to redeem
stock, the Board of Directors has adopted a policy under which all
redemption requests by a deceased Stockholder's representative or
by a Stockholder no longer serviced by the Company are honored to
the extent unreserved and unrestricted earned or capital surplus is
available for such redemption. Redemptions are generally
accomplished one year after a written redemption request is made to
the Board of Directors. The Board of Directors reserves the right
to revise the redemption policy at any time to a different policy
consistent with the Company's Articles of Incorporation and
By-Laws.
Restrictive Legends
The Stock Certificates for the Company contain a legend
reflecting the restrictions on transfer, a lien which is imposed on
the stock by the Company for any liability of the stockholder to
the Company, and other rights and restrictions of such stock as set
forth in the Company's By-Laws.
Voting Rights
The Board of Directors are divided into three classes of three
members each, with each director serving a three year term. The
expiration of term for each director class is staggered so that the
directors in class one are elected at the Annual Stockholders
meeting in year one, while the directors for classes two and three
are chosen in years two and three, respectively. While not the
intent of the Company, this classification of the Board of
Directors would tend to discourage any attempt to control the Board
of Directors since a two-year period would be required to elect
sufficient directors favorable to a person seeking to acquire
control.
Holders of Common Stock are entitled to one vote for each
share held and are not entitled to cumulate their votes in the
election of Directors. Certain actions taken by the Company, such
as an amendment to the Articles of Incorporation, require a
majority vote of outstanding stock. Under Alabama law, actions such
as dissolution of the Company and the sale of assets other than in
the ordinary course of business, require a two-thirds (2/3) vote of
outstanding stock.
Dividend and Other Stock Rights
Owners of Common Stock are entitled to such patronage
dividends and regular dividends as are declared by the Board of
Directors in accordance with the policies of the Company set out in
the Articles of Incorporation and By-Laws. See "Patronage
Dividends."
The Company is authorized to declare and pay regular dividends
on Common Stock, but none have been declared or paid, nor is it
anticipated that any will be paid as long as net profits of the
Company in excess of the approved retainage (which is currently
$400,000 per year) are accrued to member-stockholders through
patronage dividends.
The holders of Common Stock do not have pre-emptive rights
with respect to additional Common Stock that may be issued, but are
entitled under Alabama Law to share on a pro rata basis in any
distribution to shareholders upon liquidation.
Amount of Common Stock Required to Be Purchased
Each retail store operator approved as a stockholder must
initially purchase, and thereafter maintain by additional purchases
if necessary, an amount of Common Stock equal in value(1) to 125% of
the operator's average weekly retail sales. A minimum deposit of
fifteen percent (15%) of the subscription price on the initial
purchase of stock is required, with the balance of the price to be
paid by adding an amount equal to one and one-quarter percent (1
1/4%) of the operator's weekly purchases to the weekly statements
from the Company and, upon election by the member-stockholder, by
directing the Company to retain a part or all of any cash patronage
dividends to which the operator is entitled, until the stock
subscription is paid.(2) The value of the Company's Common Stock is
determined as of the end of each fiscal year in the manner set
forth in "Price of Common Stock." Each operator's weekly retail
sales average is determined at the end of the calendar year.
(1) For equalization purposes, stock owned by the operator is
valued at Adjusted Book Value per share.
(2) There is no time requirement by which the purchase price of
the stock must be paid. If an operator chooses to make no more than
the minimum initial payment of fifteen percent (15%) of the
purchase price for his required stock purchases, and chooses not to
apply any cash patronage dividends to the remaining eighty-five
(85%) of the purchase price for this stock, the one and one-quarter
percent (1 1/4%) weekly add-on to weekly purchases will provide a payout
period of approximately one hundred fifty-four (154) weeks in the absence
of an increase or decrease in average weekly sales.
Where it is necessary for operators who hold the Company's
Common Stock to purchase additional shares in order to maintain the
required relationship between the value of their Common Stock and
their average weekly retail sales (the "stock equalization
process"), the operators are permitted to pay for the additional
stock by adding an amount equal to one and one-quarter percent (1
1/4%) of their weekly purchases to the weekly statement from the
Company and, upon election by the member-stockholder, by directing
the Company to retain a part or all of any such cash patronage
dividends to which the operator is entitled, until the subscription
is paid.
Stock certificates reflecting the amount of the initial
downpayment, lump sum payments, and final payment are issued within
ninety (90) days of these payments. Payments are aggregated on the
fourth Friday of each fiscal year and certificates for Common Stock
equal in value to such payments, less the value of previous issues,
are issued shortly thereafter.
The Company's By-Laws do not specifically prohibit
stockholders from purchasing shares of the Company's Common Stock
in excess of the amount of Common Stock required to be purchased as
described herein. It has, however, been the Company's policy and
practice since its inception in 1958 to limit the ownership of
shares by any stockholder to an amount of Common Stock equal in
value to 125% of the stockholder's average weekly retail sales.
Price of Common Stock
Shares of stock in the Company are sold at the "Adjusted Book
Value" per share which is determined on an annual basis as of the
end of the fiscal year. The Adjusted Book Value per share is
determined by dividing the sum of (1) the Stockholders' Equity, (2)
the Capital Stock Subscriptions, and (3) 40% of the LIFO Reserve by
the sum of (1) the number of shares of Common Stock outstanding,
and (2) the number of shares of Common Stock under subscription. As
of the date of this prospectus, the Adjusted Book Value per share
of the Common Stock was $225.04, determined as follows:
Stockholders' Equity = $15,066,378
Capital Stock Subscriptions = $ 3,375,947
40% of LIFO Reserve = $ 1,506,398
Number of Shares Outstanding = 73,236
Number of Shares Under Subscription = 15,409
Stockholders' Equity + Capital Stock + 40% LIFO Reserve
Subscriptions
No. of Shares + No. of Shares
Outstanding under
Subscription
$15,066,378 + $ 3,375,947 + $ 1,506,398
= $225.04
73,236 + 15,409
Distribution of the Company's Stock
The Common Stock of the Company will not be sold through any
securities broker or dealer. There is no established public trading
market of the Common Stock of the Company. All stock of the Company
is and will be sold directly by the Company to approved operators
of retail grocery stores, and no commissions will be charged on
these sales. The Company solicits retail grocery operators within
the Company's service area to purchase grocery products from the
Company. As a prerequisite to becoming a member of the Company, the
new operator must purchase Common Stock from the Company. See
"Amount of Common Stock Required to be Purchased."
LEGAL PROCEEDINGS
There are no material legal proceedings against the Company or
its subsidiaries other than ordinary routine litigation incidental
to the business of the Company and its subsidiaries.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
Results of Operations
The Company's sales increased 8.2% in 1995, 5.4% in 1994 and
2.4% in 1993. The increases were the result of additional stores
added to the customer base.
Gross profit as a percent of sales was 6.8% in 1995, 7.0% in
1994 and 7.3% in 1993, while operating expenses as a percent of
sales were 5.4% in 1995 and 1994, and 6.0% in 1993.
Operating expenses increased 7.8% in 1995 and decreased 5.8%
in 1994 and 7.0% in 1993. The 1995 increase was due largely to
the increase in labor cost. The 1994 and 1993 net decreases in
operating expenses were due to the reduction of operating expenses
at the subsidiary level (they were zero in 1994). Operating
expenses at the wholesale level increased by 6.2% in 1994 and 6.3%
during 1993. These increases were due largely to increases in
employment related expenses. For the fiscal years 1995, 1994 and
1993, employment related expenses averaged 62% of total operating
expenses and 3.3% of sales. These expenses increased 12.1% in 1995,
7.1% in 1994 and 9.0% in 1993. These increases were due to increases
in retail services to member customers, the cost of health insurance
and other employee benefits, and increases in sales volume.
Operating income decreased 3.8% in 1995, increased 35.5% in 1994,
and decreased 16.6% in 1993. The 1995 decrease was due to the decline
in gross profit and miscellaneous income. The 1994 increase was due
to increased sales volume, stabilization of expenses as a percent of
sales and the end of the operation of the retail subsidiary in 1993.
The 1993 changes were due to the increase in operating expenses
discussed above.
The financial expenses of the Company declined 23% in 1995.
This decline was due to the reduction in long-term debt. The
warehouse facility debt is being reduced on schedule, and an
additional payment of $750,000 was made on the debt in May 1994.
The perishable warehouse mortgage of $399,000 was paid in January
1993, the patronage dividend notes of $1,072,000 due in 1997 were
paid in January 1993, and the patronage dividend notes of $985,205
due in 1998 and 1999 were paid in December 1993. The financial
expenses will increase as the debt required for the warehouse
expansion begins in 1995.
Because all income in excess of $400,000 is returned to the
member-stockholders as a patronage dividend, once net income has
reached the $400,000 level, it does not change with overall
profitability.
The patronage dividend was 1.00% of sales in 1995, 1.03% of
sales in 1994 and 0.58% of sales in 1993.
Liquidity and Capital Resources
The Company's liquidity needs relate primarily to working
capital to support increased levels of inventories and receivables,
and funding of capital expenditures. In recent years, the Company
has met these needs in a number of ways. The construction of the
warehouse and operating facility was funded with long-term debt.
The 1995 addition of $12,000,000 will be funded in part by a
$10,000,000 3 year revolving line of credit and the remaining
$2,000,000 from operations. The portion of capital expenditures for
replacement and additional delivery vehicles are funded through
capital leases. Other capital expenditures have been funded from
cash generated by operations and from member-stockholders'
equalization purchases of Common Stock (each member store is
required to own stock equal in value to 125% of its average weekly
retail sales), except for occasional short-term borrowing to match
cash flow needs. During the last three years such short-term
borrowings have not been necessary. The Company does not experience
significant seasonal fluctuations in demand for working capital.
It is management's belief that the items in the balance sheet
which most clearly reflect the Company's liquidity condition are
the merchandise inventories, trade accounts receivable and accounts
payable. Merchandise inventories turn approximately 17 times per
year. The majority of trade accounts receivable are paid within 7
days of weekly billing, On the average, all trade accounts
receivable are paid within approximately 10 days. The Company pays
merchandise vendor payables within the period of discount terms.
The average number of days within which accounts payable are paid
is approximately 10. The ratio of merchandise inventory plus trade
accounts receivable to accounts payable is approximately 2 to 1.
The ratio of current assets to current liabilities was 1.1 in 1995,
1.7 in 1994 and 1.8 in 1993.
The Company's Certificate of Incorporation and By-Laws require
that all member-stockholders own Common Stock in the Company equal
in value to 125% of their average weekly retail sales. This
requirement tends to insure that as sales of the member-stockholder
increase at the retail level, the cash equity of the Company will
also increase. This increase in cash equity will provide additional
liquidity to the Company to help expand its assets, including
inventories, to meet the larger retail sales volume of member
stores.
Net additions to property, plant and equipment, other than the
construction and equipping of the warehouse and delivery vehicles
financed through capital leases, a portion of the 1995 addition as
described above, were funded from cash flow from the Company's
operations and from stockholders' equalization. Additions to
property, plant and equipment and capital lease property were
$9,460,286, $1,449,481 and $710,668 in fiscal years 1995, 1994 and
1993, respectively.
The Company's debt to equity ratio was 1.3 in 1995, 1.4 in 1994
and 1.6 in 1993.
Inflation
Inflation has increased many of the Company's costs and
expenses in recent years, particularly repairs and maintenance and
employment related costs. However, the Company has increased its
gross sales volume during the recent years while improving
efficiency in distribution and administration. Management estimates
that inflation increased expenses during the last three years by 3%
annually.
EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth certain information concerning
the Executive Officers and all Directors of the Company, including
the Directors' beneficial ownership of shares of the Company's
Common Stock and the total share ownership of all Officers and
Directors as a group. None of the Executive Officers of the Company
own any shares of stock in the Company except those Officers who
are also Directors and owners of retail grocery stores supplied by
the Company. Except for the stock subscriptions required by the
Company, no Executive Officers or Directors have any contracts or
agreements under which they may acquire stock in the Company except
those Officers who are also Directors and owners of retail grocery
stores supplied by the Company. All share ownership information is
as of September 30, 1995. All persons listed below have been
engaged in the same or similar occupations for more than the last five
years. All of the Directors are engaged in the operation of retail grocery
stores and purchase grocery products and items from the Company for
resale. All such purchases are made at the same price level at
which the remaining stockholders purchase grocery products and
items from the Company. The Directors are not given any price
differential or discount for their service on the Board of
Directors. Directors are elected to a three-year term of office
while Officers of the Corporation are elected to a one-year term of
office. The By-Laws of the Company require Directors to be
stockholders of the Company or hold a minimum of a 25% ownership
interest in a corporation, firm or partnership which owns stock in
the Company.
<TABLE>
<CAPTION>
Principal Amount of
Occupation, (1) Common Stock
Position and Nature of
Expiration with Company Beneficial Percent
of and Director- Ownership of
Director Term of ship of Other Common
Name and Age Since Director Companies Direct Indirect Stock
- ------------ -------- ---------- --------------- ------ -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Julian Gordon (64) 1980 1996 Chairman of the -0- 1,371 (2) 1.8%
Board, Grocery
Store Operator
(former President
of the Company)(2)
James Salmon (67) 1970 1996 Vice Chairman of -0- 2,559 (3) 3.3%
the Board, Director
Grocery Store
Operator(3)
Homer Vinson (62) 1983 1996 Secretary/Treasurer -0- 972 (4) 1.3%
of the Company,
Director, Grocery
Store Operator(4)
Mary Hardin (80) 1972 1997 Director, Grocery -0- 5,366 (5) 6.9%
Store Operator(5)
Louis Day (66) 1985 1997 Director, Grocery -0- 1,365 (6) 1.7%
Store Operator(6)
J.T. Milligan (60) 1985 1997 Director, Grocery -0- 2,590 (7) 3.3%
Store Operator(7)
Billy Huff (60) 1987 1998 Director, Grocery -0- 1,304 (8) 1.7%
Store Operator(8)
Stanley Virciglio (61) 1987 1998 Director, Grocery -0- 1,792 (9) 2.3%
Store Operator(9)
Syrol McLain (62) 1995 1998 Director, Grocery -0- 1,589(10) 1.6%
Store Operator(10)
D.T. Stewart (51) Not a -- President and -0- -0- 0%
Director Chief Executive
Officer(11)
Louia Moseley (49) Not a -- Senior Vice -0- -0- 0%
Director President
and MIS Director(12)
Jerry McCann (46) Not a -- Vice President -0- -0- 0%
Director and Director Retail
Operations(13)
Bobby L. Martin (49) Not a -- Vice President -0- -0- 0%
Director of Finance and
Controller(14) ----- ------ -----
Total ownership interest of executive
officers and directors as a group -0- 18,908 24.2%
----- ------ -----
<FN>
(1) Each Director has been actively involved at the retail
level of the grocery business for at least the last five years.
(2) Julian Gordon shares an investment and voting interest
in Piggly Wiggly of Canton, Mississippi, Inc. and Piggly Wiggly of
Carthage, Inc. which corporations own in the aggregate 1,371 shares
of Common Stock of the Company.
(3) James Salmon holds the sole investment and voting
interest in W.E. Salmon, Inc. which owns 2,559 shares of Common
Stock of the Company.
(4) Homer Vinson shares investment and voting interest in
Piggly Wiggly of Red Bay, Inc. which owns in the aggregate of 972
shares of Common Stock of the Company.
(5) The 5,366 shares are owned by Hardin & Company, Inc.
Mary G. Hardin shares investment and voting interest and owns 42%
of the Common Stock of Hardin & Company, Inc., and her daughters,
Mary Lee Hardin and Elisabeth Hardin, each own 29% of the Common
Stock of Hardin & Company, Inc. (See footnotes 1, 2 and 3 on page
21).
(6) Louis Day shares investment and voting interest in
L.A. Day Company, Inc. and Piggly Wiggly of Middle Tennessee, Inc.,
which corporations own in the aggregate 1,365 shares of Common
Stock of the Company.
(7) J.T. Milligan holds the sole investment and voting
interest in J.T.M. Corporation and shares investment and voting
interest in South Star Food Corp., which corporations own in the
aggregate 2,590 shares of Common Stock of the Company. The total of
2,590 shares beneficially owned does not include shares of Common
Stock owned or under subscription by B.G. Milligan and J. Keith
Milligan, Mr. Milligan's sons and Ubagit Corp., a corporation owned
by Mr. Milligan's family, who collectively own 1,351 shares of
Common Stock of the Company.
(8) Billy Huff shares investment and voting interest in
The Huff Corporation, Westco Foods, Inc., B&F Foods, Inc. and
Shuqualak Foods, Inc., which corporations own 1,304 shares of
Common Stock of the Company.
(9) Stanley Virciglio owns the sole investment and voting
interest in Piggly Wiggly Food Stores of Jefferson County, Inc.,
which owns 1,792 shares of Common Stock of the Company.
(10) Syrol McLain owns the sole investment and voting
interest in McLain Grocery Co., Inc., Piggly Wiggly of Buchanan,
Georgia, Inc., McLain's Hogansville Grocery Co., Inc. and McLain's
Dillard Grocery, Inc., which owns 1,589 shares of Common Stock of
the Company and currently has 359 share of Common Stock of the
Company under subscription.
(11) D.T. Stewart, the President of the Company, has been
involved actively with the wholesale level of the grocery business
since his employment with the company in 1965. He was elected
President on January 1, 1994 and prior to that time served as First
Vice President.
(12) Louia Moseley, the Senior Vice President and MIS
Director, has been involved with the wholesale level of the grocery
business since his employment with the company in 1965.
(13) Jerry McCann, Vice President and Director Retail
Operations, has been involved with the wholesale level of the
grocery business since his employment with the company in 1988.
(14) Bobby L. Martin, Vice President of Finance and
Controller of the Company, has been involved with the wholesale
level of the grocery business since his employment with the company
in 1982.
</TABLE>
Meetings of the Board of Directors
During the fiscal year ended July 28, 1995, there were nine
meetings of the Board of Directors. Each Director attended more
than 75% of the meetings of the Board.
EXECUTIVE COMPENSATION
The Directors of the Company serve without compensation. The
following table show the cash compensation paid the chief executive
officer of the company during the fiscal year ended July 28, 1995.
No other executive officer's cash compensation exceeded $100,000 in
the fiscal year ended July 28, 1995.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation
-------------------- Other annual All Other
Name and Salary Bonus Compensation Compensation
Principal Position Year ($) ($) ($) ($)
- ------------------ ---- ------- ------ ------------ ------------
<S> <C> <C> <C> <C> <C>
D.T. Stewart
President and Chief
Executive Officer(1) 1995 91,735 15,000 -- --
1994 80,875 5,000 -- --
J. Terrell Wooten
President and Chief
Executive Officer(1) 1995 0 0 -- --
1994 49,065 0 -- --
1993 99,855 5,000 -- 25,239(2)
<FN>
(1) J. Terrell Wooten served as President and Chief Executive
Officer for a portion of the fiscal year 1994 until his retirement
on December 31, 1993. D.T. Stewart was elected President and Chief
Executive Officer on January 1, 1994 and served as such for the
remainder of the fiscal year ended July 29, 1994.
(2) This amount includes the cash equivalent of a furnished
company car, a contribution to the Company Profit Sharing Plan and
the annual contribution to the Deferred Compensation Plan referred
to below.
</TABLE>
Deferred Compensation Plan
The Deferred Compensation Plan, as amended, for J. Terrell
Wooten, the former President and Chief Executive Officer of the
Company provides that he will be paid 10 annual payments of $36,000
each beginning in 1994.
Profit Sharing Plan
The Company has maintained a Profit Sharing Plan ("Plan") for
the benefit of all of its employees since December 31, 1976. The
Plan was amended effective August 1, 1988 to comply with changes in
the law and to revise certain provisions of the Plan. Employees
become participants of the Plan during the first Plan Year
following their employment date in which they have accrued a
minimum of 1,000 hours of employment service. Annual contributions
are made to the Plan by the Company in amounts determined by the
Board of Directors. All contributions to the Plan are allocated to
the participants' accounts pursuant to a formula based on a
participant's credit units. Participants receive one credit unit
for each $1,000 of annual compensation and two credit units for
each year of service. The Company's annual contribution is
allocated among the participants' accounts in the same proportion
that each participant's credit units bear to the credits units of
all participants for that year. A participant's account vests after
five years. At death, disability or retirement, each participant or
beneficiary is paid the amount in the participant's account. If the
participant's employment is terminated, the participant's vested
account balance may be distributed to the participant depending on
the value of the account and consent of the participant. Payment
may be made in lump sum or in installments.
401(k) Plan
Effective January 1, 1991, the Company adopted The Piggly
Wiggly Alabama Distributing Co., Inc. 401(k) Plan (the "Plan")
pursuant to Section 401(k) of the Internal Revenue Code. This Plan
permits eligible employees to save a portion of their compensation
annually on a before-tax basis, which are referred to as "Elective
Deferrals". The Company may make a Matching Contribution from year
to year. The company is not obligated to make any Matching
Contributions. In addition, the Company may make annual
Discretionary Contributions in amounts as it may choose. The
Company is not obligated to make any Discretionary Contributions.
The Plan provides for distributions in the event of
retirement, death, disability or termination of employment.
Contributions to the Plan which are elected by the
employee("Elective Deferrals") are 100% vested immediately.
Matching Contributions and Discretionary Contributions made by
the employer vest according to a vesting schedule.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
The following table sets forth the names of all persons who
are known by the Company to be beneficial owners of more than five
percent of the Company's stock as of September 30, 1995.
<TABLE>
<CAPTION>
Amount and
Name and Nature of
Title of Address of Beneficial Percent
Class Beneficial Owner Ownership of Class
- --------- ---------------- ----------- ---------
<S> <C> <C> <C>
Common Mary G. Hardin 5,366(1) 6.9%
P.O. Box 69
Gadsden, AL 35999
Common Elisabeth Hardin 5,366(2) 6.9%
P.O. Box 69
Gadsden, AL 35999
Common Mary Lee Hardin 5,366(3) 6.9%
P.O. Box 69
Gadsden, AL 35999
Common R. Merrill Dobbs 4,134(4) 5.3%
P.O. Box 423
Calhoun, GA 30701
<FN>
(1) The 5,366 shares are owned by Hardin & Company, Inc. Mary
G. Hardin shares investment and voting interest in and owns 42% of
the Common Stock of Hardin & Company, Inc., and her daughters, Mary
Lee Hardin and Elisabeth Hardin, each own 29% of the Common Stock
of Hardin & Company, Inc. (See Footnotes 2 and 3).
(2) The 5,366 shares are owned by Hardin & Company, Inc.
Elisabeth Hardin shares investment and voting interest in and owns
29% of the Common Stock of Hardin & Company, Inc., and her sister,
Mary Lee Hardin, owns 29% of the Common Stock of Hardin & Company,
Inc., and the remaining 42% is owned by her mother, Mary G. Hardin
(See Footnotes 1 and 3).
(3) The 5,366 shares are owned by Hardin & Company, Inc. Mary
Lee Hardin shares investment and voting interest in and owns 29% of
the Common Stock of Hardin & Company, Inc., and her sister,
Elisabeth Hardin, owns 29% of the Common Stock of Hardin & Company,
Inc., and the remaining 42% is owned by her mother, Mary G. Hardin
(See Footnotes 1 and 2).
(4) R. Merrill Dobbs holds the sole investment and voting
interest in Piggly Wiggly of Calhoun, Inc., T-B Foods, Inc., d/b/a
Piggly Wiggly of Bremen, Piggly Wiggly of Ellijay, Inc., Piggly
Wiggly of Cleveland, Inc. and Piggly Wiggly of Jasper, Inc. These
companies own a total of 4,134 shares of Common Stock of the
Company.
</FN>
</TABLE>
Security Ownership of Management
The security ownership of Management of the Registrant is set
forth on pages 16 and 17 hereof under the heading "Executive
Officers and Directors."
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed
upon for the Company by Spain & Gillon, 2117 Second Avenue North,
Birmingham, Alabama 35203.
EXPERTS
The financial statements and schedules included in this
Prospectus and elsewhere in the Registration Statement have been
examined by Dent, Baker & Company, independent certified public
accountants, and are included herein in reliance upon the report of
Dent, Baker & Company given upon their authority as experts in
accounting and auditing.
INDEMNIFICATION FOR SECURITIES ACTS LIABILITIES
The By-Laws of the Company provide that the Company is
empowered to indemnify its directors, officers, employees or agents
against expenses, judgements and fines, actually and reasonably
incurred by them in connection with any suit, action or proceeding
in which they are named as a party by reason of their position with
the Company. This indemnity is conditioned upon the director,
officer, employee or agent acting in good faith, in a matter which
he reasonably believed to be in the best interest of the Company
and under circumstances in which he had no reasonable cause to
believe his conduct to be liable for misconduct or negligence in
the performance of his duty to the Company. The directors,
officers, employees and agents are entitled to indemnity only if
the court in which the suit was brought shall determine upon
application that, despite an adjudication of liability against the
director, officer, employee or agent, and in view of all the
circumstances of the case, he is fairly and reasonably entitled to
indemnity for such expenses as the court shall deem proper.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore
unenforceable.
INDEX TO FINANCIAL STATEMENTS
Page
INDEPENDENT AUDITORS' REPORT F-1
CONSOLIDATED BALANCE SHEETS
July 18, 1995 and July 29, 1994 F-2 - F-3
CONSOLIDATED STATEMENTS OF INCOME
Years ended July 28, 1995, July 29, 1994 and July 30, 1993 F-4
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years ended July 28, 1995, July 29, 1994 and July 30, 1993 F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended July 28, 1995, July 29, 1994 and July 30, 1993 F-6 - F-7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
July 28, 1995, July 29, 1994 and July 30, 1993 F-8 - F-19
DENT, BAKER & COMPANY
Certified Public Accountants
The Board of Directors
Piggly Wiggly Alabama Distributing Co., Inc.
and Subsidiary
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying consolidated balance sheets
of Piggly Wiggly Alabama Distributing Co., Inc. and Subsidiary as
of July 28, 1995 and July 29, 1994, and the related consolidated
statements of income, stockholders' equity, and cash flows for each
of the three fiscal years in the period ended July 28, 1995. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of Piggly Wiggly Alabama Distributing Co., Inc. and
Subsidiary as of July 28, 1995 and July 29, 1994, and the
consolidated results of operations and cash flows for each of the
three fiscal years in the period ended July 28, 1995, in conformity
with generally accepted accounting principles.
September 29, 1995
<TABLE>
PIGGLY WIGGLY ALABAMA DISTRIBUTING CO., INC.
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
July 28, 1995 and July 29, 1994
<CAPTION>
ASSETS 1995 1994
CURRENT ASSETS
<S> <C> <C>
Cash $ - $2,815,253
Short-term investments 110,675 1,142,228
Receivables
Trade accounts 10,426,382 9,152,077
Other 160,494 315,851
Total receivables 10,586,876 9,467,928
Inventories 18,219,615 18,495,239
Prepaid expenses 54,063 196,561
Deferred tax asset 7,700 107,200
Total current assets 28,978,929 32,224,409
NOTES RECEIVABLE 1,273,709 1,471,353
PROPERTY AND EQUIPMENT
At cost net of accumulated
depreciation of $10,453,925
(1994, $9,016,911) 23,043,157 17,710,689
LEASED PROPERTY UNDER CAPITAL LEASES
Net of accumulated amortization
of $504,185 (1994, $1,793,634) 2,806,111 1,110,882
OTHER ASSETS
Construction-in-process 5,926,364 -
Unamortized loan costs 448,332 325,815
Property held for sale or lease 1,397,503 1,412,472
Total other assets 7,772,199 1,738,287
TOTAL ASSETS $63,874,105 $54,255,620
<FN>
The Notes to Consolidated Financial Statements are an integral part
of these statements.
</FN>
</TABLE>
<TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY 1995 1994
CURRENT LIABILITIES
<S> <C> <C>
Checks outstanding - net $ 822,440 $ -
Notes payable 3,115,427 100,000
Current installments on
long-term debt 1,510,259 1,378,220
Current capital lease obligations 529,585 592,316
Accounts payable - trade 16,403,289 14,265,082
Accrued expenses 1,933,105 887,096
Accrued income tax - 15,850
Accrued patronage dividends 2,018,506 1,909,272
Total current liabilities 26,332,611 19,147,836
LONG-TERM DEBT
Notes payable - long-term portion 18,676,376 18,988,133
Capital lease - long-term obligations 2,420,178 900,242
Deferred tax liability -
long-term portion 372,300 291,200
Total long-term debt 21,468,854 20,179,575
Total liabilities 47,801,465 39,327,411
STOCKHOLDERS' EQUITY
Common stock of $.01 par value
per share, authorized 200,000
shares issued 73,236 shares
(1994, 68,999 shares) 732 690
Additional paid-in capital 13,252,912 12,213,162
Common stock purchase deposits 1,006,262 1,031,944
Retained earnings 1,812,734 1,682,413
Total stockholders' equity 16,072,640 14,928,209
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $63,874,105 $54,255,620
<FN>
The Notes to Consolidated Financial Statements are an integral part
of these statements.
</FN>
</TABLE>
<TABLE>
PIGGLY WIGGLY ALABAMA DISTRIBUTING CO., INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
Years ended July 28, 1995, July 29, 1994 and July 30, 1993
<CAPTION>
July 28, July 29, July 30,
1995 1994 1993
<S> <C> <C> <C>
Net sales $402,681,846 $372,223,423 $353,027,019
Cost of sales 383,008,376 353,576,278 333,475,534
GROSS PROFIT ON SALES 19,673,470 18,647,145 19,551,485
Purchase discounts 5,986,628 5,501,576 5,142,815
Other operating income 1,900,618 2,081,323 1,143,577
GROSS PROFIT 27,560,716 26,230,044 25,837,877
Selling, general and
administrative expenses 19,431,359 18,058,955 19,296,509
Depreciation and amortization 2,198,542 2,003,648 1,991,625
OPERATING INCOME 5,930,815 6,167,441 4,549,743
Interest expense 1,493,803 1,948,896 2,103,285
INCOME BEFORE PATRONAGE
DIVIDENDS AND INCOME
TAXES 4,437,012 4,218,545 2,446,458
Patronage dividends 4,037,012 3,818,545 2,046,458
INCOME BEFORE INCOME
TAXES 400,000 400,000 400,000
Provision for income taxes 146,307 144,935 125,712
NET INCOME $ 253,693 $ 255,065 $ 274,288
Earnings per common share
and common share equivalent
Primary $ 3.35 $ 3.58 $ 4.10
Fully diluted $ 3.35 $ 3.58 $ 4.10
<FN>
The Notes to Consolidated Financial Statements are an integral part
of these statements.
</FN>
</TABLE>
<TABLE>
PIGGLY WIGGLY ALABAMA DISTRIBUTING CO., INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years ended July 28, 1995, July 29, 1994 and July 30, 1993
<CAPTION>
July 28, July 29, July 30,
1995 1994 1993
COMMON STOCK
<S> <C> <C> <C>
Balance, beginning of year $ 690 $ 655 $ 640
Add new issues during the
year 74 63 33
Less redemptions during the
year 32 28 18
Balance, end of year $ 732 $ 690 $ 655
ADDITIONAL PAID-IN CAPITAL
Balance, beginning of year $12,213,162 $11,353,721 $10,979,009
Add premiums received on
common stock 1,602,378 1,346,787 704,750
Less refund of premium
received on common
stock redeemed 562,628 487,346 330,038
Balance, end of year $13,252,912 $12,213,162 $11,353,721
COMMON STOCK PURCHASE
DEPOSITS
Balance, beginning of year $ 1,031,944 $ 722,093 $ 360,771
Add cash collections 1,576,770 1,656,701 1,116,105
Less fully paid stock
issued 1,602,452 1,346,850 704,783
Balance, end of year $ 1,006,262 $ 1,031,944 $ 772,093
RETAINED EARNINGS
Balance, beginning of year $ 1,682,413 $ 1,550,784 $ 1,327,231
Add net income 253,693 255,065 274,288
Less excess of purchase price
over issue price of stock
redeemed and cancelled 123,372 123,436 50,735
Balance, end of year $ 1,812,734 $ 1,682,413 $ 1,550,784
TOTAL STOCKHOLDERS' EQUITY $16,072,640 $14,928,209 $13,677,253
<FN>
The Notes to Consolidated Financial Statements are an integral part
of these statements.
</FN>
</TABLE>
<TABLE>
PIGGLY WIGGLY ALABAMA DISTRIBUTING CO., INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended July 28, 1995, July 29, 1994 and July 30,1993
<CAPTION>
July 28, July 29, July 30,
1995 1994 1993
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C>
Cash received from customers $ 401,426,825 $372,651,848 $ 351,763,657
Cash paid for cost of sales
and inventories (373,618,915) (347,967,323) (327,304,083)
Cash paid to other suppliers
and employees (19,148,064) (17,853,589) (19,284,724)
Cash paid for patronage dividends (1,909,271) (1,023,230) (1,606,313)
Interest received 299,488 240,127 198,632
Interest paid (1,601,379) (1,806,249) (2,103,680)
Income taxes paid (15,850) (163,241) (253,890)
Miscellaneous income received 1,311,533 1,613,363 956,629
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES 6,744,367 5,691,706 2,366,228
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment
and capital lease equipment (9,054,115) (1,449,481) (710,668)
Construction-in-process (5,926,364) - -
Proceeds from sale of property
and equipment 24,935 806,023 968,814
(Increase) decrease in notes
receivable 353,000 (34,340) (1,422,821)
(Increase) decrease to
short-term investments 1,031,553 (1,142,228) -
NET CASH PROVIDED (USED) BY
INVESTING ACTIVITIES (13,570,991) (1,820,026) (1,164,675)
CASH FLOWS FROM FINANCING ACTIVITIES
Checks outstanding - net 822,440 - -
Proceeds from short-term debt 3,015,427 - -
Proceeds from long-term debt 2,607,880 702,416 -
Debt reduction
Long-term (3,325,114) (2,650,012) (1,990,249)
Collections on common stock
subscriptions 1,576,770 1,606,701 1,116,105
Redemption cost - common stock (686,032) (610,810) (380,791)
Cash paid for early redemption of
patronage dividend notes - (1,144,275) (1,072,282)
NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES 4,011,371 (2,095,980) (2,327,217)
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (2,815,253) 1,775,700 (1,125,664)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 2,815,253 1,039,553 2,165,217
CASH AND CASH EQUIVALENTS AT
END OF YEAR $ - $ 2,815,253 $ 1,039,553
<FN>
The Notes to Consolidated Financial Statements are an integral part
of these statements.
</FN>
</TABLE>
<TABLE>
PIGGLY WIGGLY ALABAMA DISTRIBUTING CO., INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
Years ended July 28, 1995, July 29, 1994 and July 30,1993
<CAPTION>
July 28, July 29, July 30,
1995 1994 1993
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES
<S> <C> <C> <C>
Net income $ 253,693 $ 255,065 $ 274,288
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization of
capital lease property 2,128,535 2,003,648 1,906,194
Amortization 70,006 42,359 55,415
(Gain) loss on sale of property
and equipment (304,606) (183,477) 4,251
Changes in assets and liabilities:
(Increase) decrease in trade
receivables (1,274,305) 384,069 (1,255,929)
(Increase) decrease in inventories 275,624 (2,737,198) 1,933,714
(Increase) decrease in prepaid
expenses 142,498 28,034 68,177
(Increase) decrease in deferred
tax asset 99,500 (34,121) (73,079)
(Increase) decrease in prepaid
income tax - - (121,514)
Increase (decrease) in accounts
payable and accrued expenses 3,184,216 3,136,938 (953,108)
Increase (decrease) in accrued
patronage dividends 109,234 886,043 (396,542)
Increase (decrease) in accrued
income taxes payable (15,850) 4,595 (42,065)
Increase (decrease) in deferred
patronage dividends payable 2,018,507 1,909,272 836,687
Increase (decrease) in deferred
income taxes payable 81,100 11,220 108,480
Increase (decrease) in
deferred compensation payable (23,785) (14,741) 21,259
NET CASH PROVIDED BY OPERATING
ACTIVITIES $6,744,367 $5,691,706 $2,366,228
<FN>
The Notes to Consolidated Financial Statements are an integral part
of these statements.
</FN>
</TABLE>
PIGGLY WIGGLY ALABAMA DISTRIBUTING CO., INC.
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
July 28, 1995, July 29, 1994 and July 30, 1993
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
The Company is an Alabama corporation that operates as a
wholesale grocery cooperative, which provides wholesale groceries
and grants credit to its stockholders/customers who are retail
grocery operators in Alabama, Tennessee, Georgia, Mississippi,
Florida and North Carolina.
Annually, the Company returns to its stockholders/customers as
a patronage dividend all of its income in excess of an amount
approved by the stockholders to be retained. The patronage
dividend is required to be distributed within an 8 1/2 month period
after the Company's year end. The retainage amount approved by the
stockholders for the years ended July 28, 1995, July 29, 1994 and
July 30, 1993, was $400,000.
As more fully described in Note 11 of the Notes to
Consolidated Financial Statements, the Company acquired the
operating assets and began operation of four retail grocery stores
during the fiscal year ended July 27, 1990. These operating assets
were sold in February 1993 and the Subsidiary was inactive at July
28, 1995 and July 29, 1994.
The fiscal years ended July 28, 1995, July 29, 1994 and July
30, 1993 are composed of 52 weeks.
Basis of Consolidation
The financial statements include the accounts of Piggly Wiggly
Alabama Distributing Co., Inc. and its wholly-owned subsidiary, BLM
Enterprises, Inc. BLM was inactive at July 28, 1995 and July 29,
1994.
Cash and Cash Equivalents
Cash and highly liquid debt instruments purchased with an
original maturity of three months or less are considered to be cash
equivalents.
Bad Debts
Bad debts are charged to expense when deemed uncollectible
under the specific write-off method, which approximates the amount
of bad debts had the reserve method been used.
Inventories
The wholesale inventory is valued at the lower of cost,
last-in, first-out (LIFO) or market. If the first-in, first-out
(FIFO) method of inventory pricing had been used by the Company,
inventory would have been approximately $3,766,000 and $3,762,000
higher than reported at July 28, 1995 and July 29, 1994,
respectively.
Property and Equipment
Property and equipment are recorded at cost. Depreciation on
buildings and improvements is determined under the straight-line
method over the estimated useful life of the buildings, and
substantially all other assets are depreciated under accelerated
and straight-line methods over the estimated useful lives of the
assets.
Estimated useful lives of the assets are as follows:
Buildings and improvements 25 - 35 years
Machinery and equipment 5 - 10 years
Automobiles 3 - 5 years
Amortization of Intangibles and Leased Property Under Capital
Leases
Loan costs and origination fees are being amortized on the
straight-line method over the life of the loan. Amortization of
leased property under capital leases is computed under the
straight-line method over the term of the leases.
NOTE 2 - PROPERTY AND EQUIPMENT
A summary of property and equipment and accumulated
depreciation at July 28, 1995 and July 29, 1994 is as follows:
<TABLE>
<CAPTION>
1995
Accumulated
Description Cost Depreciation Net
<S> <C> <C> <C>
Land $ 242,069 $ - $ 242,069
Buildings and improvements 20,543,411 3,374,856 17,168,555
Equipment 12,711,602 7,079,069 5,632,533
Totals $33,497,082 $10,453,925 $23,043,157
</TABLE>
<TABLE>
<CAPTION>
1994
Accumulated
Description Cost Depreciation Net
<S> <C> <C> <C>
Land $ 242,069 $ - $ 242,069
Buildings and improvements 16,125,123 2,883,750 13,241,373
Equipment 10,360,408 6,133,161 4,227,247
Totals $26,727,600 $ 9,016,911 $17,710,689
</TABLE>
Depreciation charged to expense for each of the three fiscal
years included in the period ended July 28, 1995 is as follows:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Total depreciation $1,512,631 $1,439,280 $1,466,241
</TABLE>
NOTE 3 - DESCRIPTION OF CAPITAL LEASE OBLIGATIONS
The Company leases vehicles used in the delivery of
merchandise. The vehicle leases are generally for 5 years and are
classified as capital leases. The leases are cancelable after one
year at either the lessee's or lessor's option, with 120 days
notification to the other party. The leases require the Company to
purchase the vehicles at a determinable value, but not less than
approximately 20% of original value if the Company cancels the
leases. If the lessor cancels the leases, the Company has the
option of purchasing the vehicles at a determinable value but not
less than approximately 20% of original value. The leasing
arrangement provides for contingent minimum lease payment increases
or decreases based on the annual rise or fall of the automotive
section of the Consumer Price Index, excluding fuel prices.
The following is a schedule by years of future minimum lease
payments under capital leases together with the present value of
the net minimum lease payments as of July 28, 1995.
Year Ending July
1996 $ 1,100,126
1997 1,100,126
1998 1,100,126
1999 1,063,272
2000 854,517
Total minimum lease payments 5,218,167
Less: Amount representing estimated
executory costs and profit
thereon, included in total
minimum lease payments 1,731,373
Less: Amount representing interest 537,031
Present value of net minimum lease
payments $ 2,949,763
The present value of the net minimum lease payments is
included in the financial statements in the following categories:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Current capital lease obligations $ 529,585 $ 592,316
Capital lease - long-term obligations 2,420,178 900,242
Totals $2,949,763 $1,492,558
</TABLE>
Assets carried on the balance sheets under the heading of
leased property under capital leases at July 28, 1995 and July 29,
1994 are summarized as follows:
<TABLE>
<CAPTION>
Class of Property 1995 1994
<S> <C> <C>
Delivery vehicles $3,310,296 $2,904,516
Less: Amortization 504,185 1,793,634
Net leased property under capital leases $2,806,111 $1,110,882
</TABLE>
Amortization charged to expense for each of the three fiscal
years included in the period ended July 28, 1995 is as follows:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Total amortization $ 619,033 $ 564,368 $ 525,384
</TABLE>
NOTE 4 - COMMON STOCK PURCHASE DEPOSITS
Each stockholder/customer retail operator is required to
purchase and maintain by additional purchases, if necessary, an
amount of stock equal in value to 125% of the operator's average
weekly retail sales. The normal terms of the initial stock
purchase are a minimum 15% down payment with the balance to be paid
by a 1 1/4% addition to weekly purchases from the Company by the
retail operator. Common stock certificates equivalent to the 15%
down payment are issued within ninety (90) days of the down
payment. Additionally, equivalent shares are issued at least
annually for subscription payments received. Common stock purchase
deposits represent amounts paid under subscriptions for shares that
have not yet been issued. There are 15,409 shares under
subscription at July 28, 1995 at an average price of $ 219.09. At
July 29, 1994, 15,333 shares were under subscription at an average
price of $216.24.
Common stock purchase deposits are nonforfeitable by the
operator and are refundable if the operator dies or ceases to do
business with the Company. The Company has the right to offset
these deposits and common stock against amounts due the Company on
termination of membership.
The Certificate of Incorporation grants the Company an
irrevocable option to redeem shares of any stockholder who dies or
ceases to be served by the warehouse. The redemption price for
shares redeemed in this manner is determined annually by the Board
of Directors. The excess of the redemption price over the issue
price for shares redeemed in this manner amounted to $123,372,
$123,436 and $50,735 for the years ended July 28, 1995, July 29,
1994 and July 30, 1993, respectively. The redemption price at July
28, 1995 was $225.04. The redemption price at July 29, 1994 was
$221.94 and at July 30, 1993 the redemption price was $217.99.
NOTE 5 - NOTES PAYABLE AND LONG-TERM DEBT
Notes payable and long-term debt at July 28, 1995 and July 29,
1994 are summarized as follows:
<TABLE>
<CAPTION>
Notes Payable 1995 1994
<S> <C> <C>
Debentures payable $ 3,115,427 $ 100,000
</TABLE>
<TABLE>
<CAPTION>
1995
Current Long-term
Long-Term Debt Portion Debt Total
<S> <C> <C> <C>
Deferred compensation payable $ 31,453 $ 171,585 $ 203,038
Industrial Revenue Bonds 1,478,806 9,931,732 11,410,538
Deferred patronage dividends - 8,573,059 8,573,059
Totals $1,510,259 $18,676,376 $20,186,635
</TABLE>
<TABLE>
<CAPTION>
1994
Current Long-term
Long-Term Debt Portion Debt Total
<S> <C> <C> <C>
Deferred compensation payable $ 34,598 $ 184,513 $ 219,111
Industrial Revenue Bonds 1,343,622 12,054,862 13,398,484
Deferred patronage dividends - 6,748,758 6,748,758
Totals $1,378,220 $18,988,133 $20,366,353
</TABLE>
The Company also has available a $10,000,000 line of credit.
The line bears interest at the bank's prime rate, or an alternative
rate consisting of London Interbank Offering Rate (Libor) plus 1
3/4%. The Company may from time to time elect the Libor Rate for
any portion (multiple of $500,000) or all of the principal balance.
The line and other debts to the Company's lead bank are
cross-collateralized with the Industrial Revenue Bonds and are
secured by substantially all assets of the Company. The bank prime
rate and Libor Rate at July 28, 1995 were 8.75% and 5.88%,
respectively. There were no outstanding draws against this line of
credit at July 28, 1995.
The debentures payable represent short-term loans to the
Company by store operators. The debentures bear interest at
approximately 80% of the bank prime rate. The debentures are
payable on demand; however, there is a partial interest forfeiture
for debentures presented for payment within six months of issue.
The weighted average interest rate on the debentures at July 29,
1995 was approximately 7%.
The deferred compensation payable is the present value
discounted at 10% of an unfunded deferred compensation agreement
with a retired former officer of the Company. The agreement calls
for 10 annual installments of $36,000, commencing January 1, 1994.
The Industrial Revenue Bonds were issued on May 27, 1987, to
finance the construction of a new warehouse, office and
distribution facility. The transaction has the form of a lease,
however, the economic substance of the lease is that the Company is
financing the facility through the lease, and, accordingly, it is
recorded in the Company's assets and liabilities. The lease
contains a bargain purchase option and expires or is cancelable at
the debt repayment date.
The lease provides for minimum lease payments sufficient to
cover the debt service and related expenses. The bonds required
monthly payments of interest only until May 1, 1989, at which time
monthly principal and interest payments of approximately $225,000
began. The original bond indenture had an interest rate of 9.625%
until May 1, 1997, at which time the rate was scheduled to become
variable at 3% above the six month treasury bill index. In
September 1994, the indenture was amended to bear interest at a
fixed rate of 8.625%. The monthly principal and interest payment
is approximately $200,000. The amendment allows the Company to
prepay up to $750,000 of principal each year without penalty.
There is a formula redemption fee for prepayments in excess of
$750,000 annually prior to April 1, 2002.
The bonds are secured by substantially all unencumbered
assets. Additionally, the bonds contain covenants which restrict
the unrelated capital expenditures to $1,000,000 per year on a
cumulative basis over the life of the bonds. The indenture
restricts additional debt, new leases, payment of patronage
dividends, equity levels and the retirement of notes issued as
partial payment of patronage dividends. The indenture requires the
Company to maintain certain financial ratios over the life of the
bonds. At July 28, 1995, and the date of this report, the Company
was in substantial compliance with the bond covenants and
restrictions.
On March 17, 1987, the stockholders approved a plan which
provided for the payment of patronage dividends, 50% in cash and
50% in 10 year 7.5% promissory notes. The deferred patronage
dividends payable represent the portion of the patronage dividends
that were paid in the form of ten year 7.5% promissory notes.
Interest on the notes is paid quarterly. The notes are subordinate
to secured creditors. During the year ended July 29, 1994, the
Company redeemed the 1987 and 1988 deferred patronage dividends
payable amounting to $985,205. During the year ended July 30,
1993, the Company redeemed the 1986 deferred patronage dividends
payable amounting to $1,072,283. There was no gain or loss on the
early redemptions.
The aggregate maturities on the outstanding long-term debt at
July 28, 1995 are as follows:
Year Ending July
1996 $ 1,510,259
1997 1,343,240
1998 1,893,420
1999 2,000,475
2000 2,902,113
Later years 10,537,128
Total $ 20,186,635
NOTE 6 - EARNINGS PER COMMON SHARE AND COMMON SHARE EQUIVALENT
Primary earnings per common share and common share equivalent
were computed by dividing net income by the weighted average number
of shares and share equivalents outstanding during the period.
Fully paid stock subscriptions and stock subscriptions priced below
the current redemption price are considered common stock
equivalents for purposes of computing earnings per common share and
common share equivalent. Proceeds from the assumed purchase of
subscribed shares priced below the current redemption price were
assumed to be used to purchase treasury stock at the current
redemption price. The weighted average number of common shares and
common share equivalents outstanding at July 28, 1995 was 75,598
shares (71,197 shares in fiscal 1994 and 66,935 shares in fiscal
1993). Fully diluted earnings per common share and common share
equivalent are computed as above, except that the issue of common
shares under subscription is assumed to take place at the beginning
of the fiscal year when the result is dilutive.
NOTE 7 - PROFIT SHARING PLAN
The Company has a profit sharing plan which covers
substantially all employees. The amount of contributions, if any,
are determined annually by the Board of Directors. The amount of
contributions to the plan charged to expense for the year ended
July 28, 1995 was $238,000 ($225,000 for the year ended July 29,
1994 and $125,000 for the year ended July 30, 1993). It is the
policy of the Company to fund profit sharing cost accrued.
The Company also has a 401(k) plan available to all full-time
employees who have at least one year of service. The Plan allows
electing participants to contribute up to 15% of their compensation
to the Plan. The Company contributes 25% of the first 5% of
elected contributions. The 401(k) plan year is a calendar year.
Company contributions to the Plan for the years ended July 28, 1995
and July 29, 1994 amounted to approximately $50,000.
NOTE 8 - INCOME TAXES
During the year ended July 30, 1993, the Company and its
subsidiaries adopted Statement of Financial Accounting Standards
Statement No. 109 - Accounting for Income Taxes (SFAS 109). The
Company and its subsidiaries had previously used the liability
method for computing deferred taxes. Under the liability method,
the deferred tax liability is determined based on the difference
between the financial statement and tax basis of assets and
liabilities as measured by the enacted tax rates which are expected
to be in effect when these differences reverse. Adoption of SFAS
109 did not have a material effect on the financial statements and
did not require restatement of the prior periods. Deferred tax
expense is the result of changes in the deferred tax liability.
A reconciliation of the statutory provision for income taxes
to financial reporting is as follows:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Pre-tax income from domestic operations $ 400,000 $ 400,000 $ 400,000
Statutory provision $ 136,000 $ 136,000 $ 136,000
Nondeductible expenses 13,270 7,800 4,200
Adjustment of prior years' estimated
liabilities 5,850 - -
Benefit of fuel tax credit (34,293) (26,122) (21,949)
State income taxes net of Federal tax
benefit 11,500 13,200 9,579
Other - net 13,980 14,057 (2,118)
Provision for income taxes $ 146,307 $ 144,935 $ 125,712
</TABLE>
The provision for income taxes is composed of the following:
<TABLE>
<CAPTION>
1995 1994 1993
Current
<S> <C> <C> <C>
Federal $ (34,293) $ 150,265 $ 78,099
State - 17,570 10,495
Total current (34,293) 167,835 88,594
Deferred
Federal 162,800 (20,381) 33,100
State 17,800 (2,519) 4,018
Total deferred 180,600 (22,900) 37,118
Provision for income taxes $ 146,307 $ 144,935 $ 125,712
</TABLE>
Current and deferred tax assets and liabilities are comprised
of the following at July 28, 1995 and July 29, 1994:
<TABLE>
<CAPTION>
1995 1994
Current deferred tax assets
<S> <C> <C>
Unearned marketing promotions $ - $102,000
Unrealized decline in asset
values 13,700 38,300
Deferred compensation accruals 11,100 11,800
Total current deferred tax assets 24,800 152,100
Current deferred tax liabilities
Tax over book depreciation (17,100) (44,800)
Other - net - (100)
Total current deferred tax liabilities (17,100) (44,900)
Net current deferred tax assets $ 7,700 $ 107,200
Deferred tax assets
Unearned marketing promotions $ - $ 32,300
Deferred compensation accruals 53,900 62,700
Unrealized decline in asset values - 9,800
Additional cost of inventories for
tax purposes 82,700 87,800
Total deferred tax assets 136,600 192,600
Deferred tax liabilities
Tax over book depreciation (508,900) (483,800)
Net deferred tax liability (372,300) (291,200)
Net $ (364,600) $(184,000)
</TABLE>
The net deferred tax liability in the accompanying balance
sheet includes the following amounts of deferred tax assets and
liabilities:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Deferred tax asset - current $ 7,700 $ 107,200
Deferred tax liability (372,300) (291,200)
Net deferred tax liability $ (364,600) $(184,000)
</TABLE>
NOTE 9 - OPERATING LEASES
The Company has leased several store locations and sub-leased
the store locations to the store operators. The leases expire at
various times through 2013 and most have renewal options for five
to ten years. Several of the leases and sub-leases have contingent
rentals based on store sales above certain levels.
The following is a schedule by years of future minimum rental
payments and minimum sub-lease rentals required under operating
leases described above as of July 28, 1995:
<TABLE>
<CAPTION>
Minimum Net
Minimum Sub-lease (Income)
Year Ending July Rentals Rentals Expense
<S> <C> <C> <C>
1996 $ 2,360,966 $ 2,392,830 $ (31,864)
1997 2,279,876 2,307,686 (27,810)
1998 2,189,277 2,212,557 (23,280)
1999 2,038,600 2,126,166 (87,566)
2000 1,845,351 1,937,619 (92,268)
Remaining years 11,356,822 11,924,663 (567,841)
Totals $ 22,070,892 $ 22,901,521 $ (830,629)
</TABLE>
The following schedule shows the composition of net rental
expense (income) for all operating leases except those with terms
of a month or less that were not renewed.
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Minimum rentals $ 2,258,777 $ 2,387,700 $2,044,319
Less: Sub-lease rentals 2,285,532 2,420,901 2,060,695
Net rental expense
(income) $ (26,755) $ (33,201) $ (16,376)
</TABLE>
NOTE 10 - FINANCIAL INSTRUMENTS
Concentrations of Credit Risk
Financial instruments which potentially subject the Company to
significant concentrations of credit risk consist principally of
cash investments and trade accounts receivable.
The Company maintains cash and cash equivalents in various
accounts with a financial institution located in Alabama. Accounts
at the financial institution are insured by the Federal Deposit
Insurance Corporation up to $100,000. At July 28, 1995, and July
29, 1994, the Company's uninsured cash balance totaled
approximately $2,781,900 and $1,908,200, respectively. The Company
performs periodic evaluations of the relative credit standing of
this financial institution as a part of its overall cash investment
strategy.
Concentrations of credit risk with respect to trade accounts
receivable are limited due to the large number of entities
comprising the Company's customer base and the stockholder/customer
relationship.
NOTE 11 - INFORMATION ABOUT SUBSIDIARY
The Company owns 100% of the outstanding common stock of BLM
Enterprises, Inc.
As more fully explained in the following paragraph, during the
fiscal year ended July 30, 1993, the Company sold the operating
assets of its retail subsidiary, BLM Enterprises, Inc. At July 30,
1993, BLM Enterprises, Inc. was inactive.
On October 28, 1992, the Company entered into an agreement to
sell the assets of its retail subsidiary, BLM Enterprises, Inc.
The sale took place over a four month period ending February 1993.
There was no significant gain or loss realized on the sale of the
retail subsidiary's operating assets.
The Subsidiary was inactive for the entire fiscal years ended
July 28, 1995 and July 29, 1994. Included in the consolidated
results of operations for the year ended July 30, 1993 are the
following summarized results of operations for the parent and its
operating subsidiary:
<TABLE>
<CAPTION>
Intercompany
1993 Company BLM Eliminations Consolidated
(Amounts stated in thousands)
<S> <C> <C> <C> <C>
Net sales $ 349,410 $ 9,629 $ (6,012) $ 353,027
Cost of sales 331,276 8,211 (6,012) 333,475
Gross profit
on sales 18,134 1,418 - 19,552
Other operating income 6,243 43 - 6,286
Gross profit 24,377 1,461 - 25,838
Selling, general and
administrative
expenses 18,883 2,405 - 21,288
Operating income
(loss) before
income taxes,
interest and
patronage
dividends 5,494 (944) - 4,550
Interest expense 2,103 - - 2,103
Patronage dividends 2,047 - - 2,047
Provision for income
taxes 126 - - 126
Net income
(loss) $ 1,218 $ (944) $ - $ 274
</TABLE>
NOTE 12 - CONSTRUCTION-IN-PROCESS
The Board of Directors approved a plan of expansion in April
1994. Site work on the expansion began in September 1994 with
approximately 130,000 square feet of additional dry grocery space
completed during the fiscal year ended July 28, 1995 at a cost of
approximately $6,335,000. An additional 80,000 square feet of new
freezer space was under construction at year end with an
accumulated cost of approximately $5,926,400. Approximately
$307,000 of interest was capitalized in connection with the
expansion.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
Exhibit Number Description
- -------------- -----------
2.1 Plan of Corporation Recapitalization*
3.1 Restatement of Articles of Incorporation*
3.2 Amendment to Certificate of Incorporation*
3.3 Restatement of By-Laws with amendments as amended
through September 30, 1992*
4.1 Equalization and Stock Redemption Policy*
4.2 Specimen Common Stock Certificate*
4.3 Excerpt from Restatement of Articles of Incorporation
Defining Stock Rights*
4.4 Excerpts from Restatement of By-Laws Defining Stock Rights*
5.1 Opinion of Counsel as to Legality of the Securities
Being Registered*
10.1 Stock Purchase and Distributors Agreement*
10.2 Deferred Compensation Agreement by and between the
Company and J. Terrell Wooten*
10.3 Lease Agreement*
10.4 Profit Sharing Plan for Employees of Company dated
May 17, 1990*
10.5 Statutory Warranty Deed dated December 30, 1985 whereby
Registrant purchased 237 acres of land in Bessemer,
Alabama for future warehouse site*
10.6 Truck Lease and Service Agreement dated September 28, 1990*
10.7 Bill of Sale dated March 2, 1986 whereby BLM Enterprises
Inc., a wholly-owned subsidiary of the Registrant, sold the
Fayetteville, Tennessee store to Piggly Wiggly of
Fayetteville, Inc., a corporation principally owned by Merritt
Robbins, a Director and Secretary/Treasurer of the Registrant*
10.8 Warranty Deed dated May 14, 1986 whereby Registrant
purchased approximately 15 acres of land in Bessemer,
Alabama to be used as future warehouse site*
10.9 Inducement Agreement executed by and between Registrant
and The Industrial Development Board of the City of
Bessemer concerning the financing of the new warehouse in
Bessemer, Alabama*
10.10 Renewal of and Amendment to Inducement Agreement
executed by and between the Registrant and the Industrial
Development Board of the City of Bessemer*
10.11 Letter of agreement by and between Registrant and Brice
Building Company, Inc. concerning the site preparation
work for the new warehouse*
10.12 Lease by and between Registrant and Bruno's, Inc. concerning
the leasing of additional warehouse space adjacent to present
warehouse site*
10.13 Guaranty Agreement from Piggly Wiggly Alabama Distributing
Co., Inc. to Central Bank of the South, as Trustee,
guaranteeing the payment of Industrial Development Revenue
Bonds issued by the City of Bessemer, Bessemer, Alabama, in
the financing of the new distribution center*
10.14 Warranty Deed whereby Piggly Wiggly Alabama Distributing
Co., Inc. conveyed approximately 35 acres of real estate
situated in the City of Bessemer, Alabama to the Industrial
Development Board of the City of Bessemer to facilitate the
financing of the new Distribution Center*
10.15 Lease Agreement executed by and between the Industrial
Development Board of the City of Bessemer as lessor and
Piggly Wiggly Alabama Distributing Co., Inc. as lessee
whereby the new Distribution Center is being leased by the
Registrant*
10.16 Construction Contract by and between Industrial Development
Board and the City of Bessemer as owner and Brice Building
Co., Inc. as contractor guaranteed by Piggly Wiggly Alabama
Distributing Co., Inc. for the construction of the new
Distribution Center in Bessemer, Alabama*
10.17 Mortgage, Security Agreement and Assignment of Rents and
Leases (First) whereby Piggly Wiggly Alabama Distributing
Co., Inc. has executed a first mortgage to Central Bank of the
South on approximately 220 undeveloped acres of real estate
owned by the Registrant in Bessemer, Alabama as additional
security for the payment of the $20,000,000 bond issue*
10.18 Mortgage, Security Agreement and Assignment of Rents and
Leases (Second) executed by Piggly Wiggly Alabama
Distributing Co., Inc. in favor of Central Bank of the South
granting a second mortgage on the existing perishable
warehouse owned by the Registrant as additional security for
the repayment of the $20,000,000 bond issue*
10.19 Security Agreement executed by Piggly Wiggly Alabama
Distributing Co., Inc. in favor of Central Bank of the
South as additional security for payment of the $20,000,000
bond issue*
10.20 Amendment No. 1 to Deferred Compensation Agreement for
J. Terrell Wooten*
10.21 401(k) Plan dated December 20, 1990*
10.22 Agreement and Assignment by and between Piggly Wiggly
Alabama Distributing Co., Inc., R & D Foods, Inc.,
Piggly Wiggly of Atlanta, Inc., et al., dated effective
as of November 25, 1989*
10.23 Purchase and Sale Agreement by and between BLM Enterprises,
Inc. (a wholly-owned subsidiary of the Registrant) and Holder
Enterprises, Inc. dated April 20, 1990.*
10.24 Amendment No. 1 to Guaranty Agreement from Piggly Wiggly
Alabama Distributing Co., Inc. to Central Bank of the South,
as Trustee, guaranteeing the payment of Industrial Development
Revenue Bonds issued to the City of Bessemer, Bessemer, Alabama,
in the amount of $20,000,000 which will be used to construct a
new Distribution Center*
10.25 Amended and Restated Deferred Compensation Agreement for
J. Terrell Wooten*
10.26 A copy of Profit Sharing Plan of Registrant dated
September 9, 1993*
10.27 A copy of Purchase and Sale Agreement dated October 28, 1992
executed by Registrant and its solely owned subsidiary, BLM
Enterprises, Inc. concerning the sale of certain Atlanta,
Georgia retail grocery stores*
10.28 A copy of Revolving Credit and Security Agreement,
dated January 13, 1995, whereby the Registrant has obtained a
$10 million line of credit from Compass Bank in regard to
construction of an addition to existing Warehouse facilities*
10.29 A copy of a $10 million Master Revolving Promissory Note,
dated January 13, 1995, executed by Registrant to Compass
Bank, the proceeds of which will be used in regard to
constructing and furnishing an addition to existing Warehouse*
10.30 A copy of Architect Agreement executed on behalf of Registrant
and Holmes & Holmes, Architect, dated June 16, 1994, concerning
new addition to Warehouse facilities*
10.31 First Supplemental Guaranty Agreement from Registrant to Compass
Bank, dated September 1, 1994, amending existing $20 million
Guaranty of Registrant to Compass Bank*
10.32 A copy of Amendment to The Industrial Development Board of the
City of Bessemer Industrial Development Revenue Bond (Piggly
Wiggly Alabama Distributing Co., Inc. Project (Series 1987)),
dated September 30, 1994*
10.33 A copy of First Supplemental Mortgage and Indenture of Trust
between The Industrial Development Board of the City of Bessemer
and Compass Bank, dated September 1, 1994, in regard to initial
$20 million Bond financing of Bessemer Warehouse Project*
10.34 A copy of First Amendment to the Piggly Wiggly Alabama
Distributing Co., Inc. Profit Sharing Plan and Trust, dated
September 29, 1994*
10.35 A copy of First Amendment to the Piggly Wiggly Alabama
Distributing Co., Inc. Employee Benefit Plan and Trust,
dated September 29, 1994*
10.36 A copy of Commercial Sales Contract whereby Registrant sold
its vacant Perishable Warehouse located at 601 Republic Circle,
Birmingham, Alabama for $750,000*
10.37 A copy of Amendment Number Two to the Piggly Wiggly Alabama
Distributing Co., Inc. Amended and Restated Profit Sharing Plan
and Trust**
11.1 Computation of Earnings Per Share**
23.1 Consent of Spain & Gillon*
23.2 Consent of Dent, Baker & Company**
24.1 Power of Attorney executed by each member of the Board
of Directors authorizing D. T. Stewart, President and
Chief Executive Officer, to execute Registration
Statement**
FINANCIAL STATEMENT SCHEDULES
Schedule V Property and Equipment
Schedule VI Accumulated Depreciation
Schedule IX Short Term Borrowings
*Previously filed
**Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant has duly caused this amendment to registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Bessemer, State of Alabama, on
January 17, 1996.
PIGGLY WIGGLY ALABAMA DISTRIBUTING CO., INC.
By: /s/ D. T. Stewart
D. T. Stewart
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1933, this amended registration statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Julian Gordon by: D. T. Stewart Chairman of the Board January 17, 1996
Julian Gordon*
/s/ D. T. Stewart President and Chief January 17, 1996
D. T. Stewart Executive Officer
/s/ Bobby L. Martin Vice President of January 17, 1996
Bobby L. Martin Finance and Controller
/s/ James Salmon by: D. T. Stewart Vice Chairman of the January 17, 1996
James Salmon* Board and Director
/s/ Homer Vinson by: D. T. Stewart Secretary, Treasurer January 17, 1996
Homer Vinson* and Director
/s/ Mary Hardin by: D. T. Stewart Director January 17, 1996
Mary Hardin*
/s/ Louis Day by: D. T. Stewart Director January 17, 1996
Louis Day*
/s/ J. T. Milligan by: D. T. Stewart Director January 17, 1996
J. T. Milligan*
/s/ Billy Huff by: D. T. Stewart Director January 17, 1996
Billy Huff*
/s/ Stanley Virciglio by: D. T. Stewart Director January 17, 1996
Stanley Virciglio*
/s/ Syrol McLain by: D. T. Stewart Director January 17, 1996
Syrol McLain*
<FN>
*Executed by D. T. Stewart pursuant to Power of Attorney filed as Exhibit 24.1
to this Post-Effective Amendment No. 1.
</TABLE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual
Report (Form 10-K) of Piggly Wiggly Alabama Distributing Co., Inc.
of our report dated September 29, 1995, included in the 1995 Annual
Report to Shareholders of Piggly Wiggly Alabama Distributing Co.,
Inc.
Our audit also included the financial statement schedules of
Piggly Wiggly Alabama Distributing Co., Inc. listed in Item 14(a).
These schedules are the responsibility of the Company's management.
Our responsibility is to express an opinion based on our audits. In
our opinion, the financial statement schedules referred to above,
when considered in relation to the basic financial statements taken
as a whole, present fairly in all material respects the information
set forth therein.
We also consent to the incorporation by reference in the
Post-Effective Amendment No. 1 (Form S-1 No. 33-58357) pertaining to
Piggly Wiggly Alabama Distributing Co., Inc., with respect to the
consolidated financial statements incorporated herein by reference,
and our report included in the preceding paragraph with respect to
the financial statement schedules included in the Annual Report
(Form 10-K) of Piggly Wiggly Alabama Distributing Co., Inc.
DENT, BAKER & COMPANY
Birmingham, Alabama
October 26, 1995
<TABLE>
SCHEDULE V
PIGGLY WIGGLY ALABAMA DISTRIBUTING CO., INC.
AND SUBSIDIARIES
Property and Equipment
<CAPTION>
Other
Balance at Changes Balance
Beginning Additions (Add) at End
Classification of Period at Cost Retirements (Deduct) of Period
- -------------- ---------- --------- ----------- -------- ----------
<S> <C> <C> <C> <C> <C>
At July 30, 1993
Land $ 365,882 $ -- $ -- $ -- $ 365,882
Buildings and
improvements 17,772,680 -- 34,222 -- 17,738,458
Equipment 12,300,753 745,698 2,996,427 -- 10,050,024
----------- ---------- ---------- ---------- -----------
Totals $30,439,315 $ 745,698 $3,030,649 $ -- $28,154,364
----------- ---------- ---------- ---------- -----------
----------- ---------- ---------- ---------- -----------
At July 29, 1994
Land $ 365,882 $ -- $ 123,813 $ -- $ 242,069
Buildings and
improvements 17,738,458 5,030 1,618,365 -- 16,125,123
Equipment 10,050,024 732,058 421,675 -- 10,360,407
----------- ---------- ---------- ---------- -----------
Totals $28,154,364 $ 737,088 $2,163,853 $ -- $26,727,599
----------- ---------- ---------- ---------- -----------
----------- ---------- ---------- ---------- -----------
At July 28, 1995
Land $ 242,069 $ -- $ -- $ -- $ 242,069
Buildings and
improvements 16,125,123 4,418,288 -- -- 20,543,411
Equipment 10,360,407 2,444,002 92,808 -- 12,711,602
----------- ---------- ---------- ---------- -----------
Totals $26,727,599 $6,862,290 $ 92,808 $ -- $33,497,082
----------- ---------- ---------- ---------- -----------
----------- ---------- ---------- ---------- -----------
</TABLE>
For the year ended July 28, 1995, the buildings and
improvement additions consist of $3,752,000 for the dry
grocery area, $541,000 for the pallet area and $126,000 for
additional office space. The equipment additions for the year
ended include approximately $500,000 of normal replacements
and additions and approximately $1,944,000 of nonrecurring
equipment purchases.
The additions for the year ended July 29, 1994 include
approximately $400,000 of normal replacements and approximately
$337,000 of nonrecurring equipment purchases. The retirements for
the year ended July 29, 1994 include the sale of a perishable foods
warehouse and real estate with an original cost of approximately
$1,618,000 and $123,800, respectively.
The additions for the year ended July 30, 1993 include
approximately $400,000 of normal replacements and approximately
$345,000 of nonrecurring equipment purchases. The retirements for
the year ended July 30, 1993 include a retirement of fully
depreciated equipment no longer used in the wholesale trade with an
original cost of approximately $1,475,000 and the sale of the
retail operating assets with an original cost of approximately
$1,412,000.
A summary of property and equipment and accumulated
depreciation at July 28, 1995 and July 29, 1994 is as follows:
<TABLE>
<CAPTION>
1995
-----------------------------------------------
Accumulated
Cost Depreciation Net
----------- ------------ ------------
<S> <C> <C> <C>
Land $ 242,069 $ -- $ 242,069
Buildings and improvements 20,543,411 3,374,856 17,168,555
Equipment 12,711,602 7,079,069 5,632,533
----------- ----------- -----------
Totals $33,497,082 $10,453,925 $23,043,157
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
<TABLE>
<CAPTION>
1994
---------------------------------------------
Accumulated
Cost Depreciation Net
----------- ------------ -----------
<S> <C> <C> <C>
Land $ 242,069 $ -- $ 242,069
Buildings and improvements 16,125,123 2,883,751 13,241,372
Equipment 10,360,407 6,133,161 4,227,246
----------- ---------- -----------
Totals $26,727,599 $9,016,912 $17,710,687
----------- ---------- -----------
----------- ---------- -----------
</TABLE>
<TABLE>
<CAPTION>
1993
---------------------------------------------
Accumulated
Cost Depreciation Net
----------- ------------ -----------
<S> <C> <C> <C>
Land $ 365,882 $ -- $ 365,882
Buildings and improvements 17,738,458 3,583,588 14,154,870
Equipment 10,050,024 5,582,578 4,467,446
----------- ---------- -----------
Totals $28,154,364 $9,166,166 $18,988,198
----------- ---------- -----------
----------- ---------- -----------
</TABLE>
Depreciation on buildings and improvements is determined under
the straight-line method over the estimated useful life of the
buildings and improvements. Substantially all other assets are
depreciated under accelerated and straight-line methods over the
estimated useful lives of the assets.
Estimated useful lives of the assets are as follows:
Buildings and improvements 25-35 years
Machinery and equipment 5-10 years
Automobiles 3-5 years
<TABLE>
Capital Lease Property
<CAPTION>
Other
Balance at Changes Balance
Beginning Additions (Add) at End
Description of Period at Cost Retirements (Deduct) of Period
----------- ---------- --------- ----------- -------- ----------
<S> <C> <C> <C> <C> <C>
At July 30, 1993
Leased property under
capital leases $2,626,932 $ -- $ -- $ -- $2,626,932
---------- --------- ---------- -------- ----------
---------- --------- ---------- -------- ----------
At July 29, 1994
Leased property under
capital leases $2,626,932 $ 702,416 $ 424,832 $ -- $2,904,516
---------- ---------- --------- ------- ----------
---------- ---------- --------- ------- ----------
At July 28, 1995
Leased property under
capital leases $2,904,516 $2,607,880 $2,202,100 $ -- $3,310,296
---------- ---------- ---------- ------- ----------
---------- ---------- ---------- ------- ----------
</TABLE>
Leased property under capital leases, consists of tractors
used for the delivery of merchandise, which are leased generally
for a five year term. The acquisitions during the year ended July
28, 1995 were the result of entering into a new capital lease for
41 tractors during the year. The retirements result from the
expiration of the lease term of 38 tractors.
Assets carried on the balance sheets under the heading of
leased property under capital leases at July 28, 1995 and July 29,
1994 are summarized as follows:
Class of Property 1995 1994
- ----------------- ---------- ----------
Delivery vehicles $3,310,296 $2,904,516
Less: amortization 504,185 1,793,634
---------- ----------
Net leased property
under capital leases $2,860,111 $1,110,882
---------- ----------
---------- ----------
Amortization charged to expense for each of the three fiscal
years included in the period ended July 29, 1994 is as follows:
1995 1994 1993
-------- -------- --------
Total amortization $619,033 $564,368 $525,384
-------- -------- --------
-------- -------- --------
<TABLE>
SCHEDULE VI
PIGGLY WIGGLY ALABAMA DISTRIBUTING CO., INC.
AND SUBSIDIARIES
Accumulated Depreciation
<CAPTION>
Additions
Balance at Charged to Other Balance
Beginning Costs and Changes at End
Description of Period Expenses Retirements Add (Deduct) of Period
----------- ---------- ----------- ----------- ------------ ----------
<S> <C> <C> <C> <C> <C>
At July 30, 1993
Buildings and
improvements $3,093,793 $ 526,031 $ 36,236 $ -- $ 3,583,588
Equipment 6,714,117 940,210 2,071,749 -- 5,582,578
---------- ---------- ---------- ---------- -----------
Totals $9,807,910 $1,466,241 $2,107,985 $ -- $ 9,166,166
---------- ---------- ---------- ---------- -----------
---------- ---------- ---------- ---------- -----------
At July 29, 1994
Buildings and
improvements $3,583,588 $ 502,253 $1,202,090 $ -- $ 2,883,751
Equipment 5,582,578 937,027 386,444 -- 6,133,161
---------- ---------- ---------- ---------- -----------
Totals $9,166,166 $1,439,280 $1,588,534 $ -- $ 9,016,912
---------- ---------- ---------- ---------- -----------
---------- ---------- ---------- ---------- -----------
At July 28, 1995
Buildings and
improvements $2,883,751 $ 491,105 $ -- $ -- $ 3,374,856
Equipment 6,133,161 1,021,526 75,618 -- 7,079,069
---------- ---------- ---------- ---------- -----------
Totals $9,016,161 $1,512,631 $ 75,618 $ -- $10,453,025
---------- ---------- ---------- ---------- -----------
---------- ---------- ---------- ---------- -----------
Accumulated Amortization -- Capital Lease Property
Leased property under
capital leases - tractors
At July 30, 1993
Accumulated
amortization $1,076,493 $ 525,384 $ -- $ -- $1,601,877
---------- ---------- --------- ---------- ----------
---------- ---------- --------- ---------- ----------
At July 29, 1994
Accumulated
amortization $1,601,877 $ 564,368 $ 372,611 $ -- $1,793,634
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
At July 28, 1995
Accumulated
amortization $1,793,634 $ 619,033 $1,908,482 $ -- $ 504,185
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
</TABLE>
<TABLE>
SCHEDULE IX
PIGGLY WIGGLY ALABAMA DISTRIBUTING CO., INC.
AND SUBSIDIARIES
Short-Term Borrowings
Years ended July 28, 1995, July 29, 1994 and July 30, 1993
<CAPTION>
Maximum Average Weighted
Amount Amount Average
Balance at Weighted Outstanding Outstanding Interest Rate
End of Average During the During the During the
Category Period Interest Rate Period Period Period
____ _____ ______ _____ _____ ______
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
At July 30, 1993
Debentures payable $ 100,000 5.40% (a) $ 100,000 (a) $ 100,000 (a) 5.40% (a)
Bank line of credit $ -- -- % (a) $ -- (a) $ -- (a) 6.00% (a)
At July 29, 1994
Debentures payable $ 100,000 6.50% (a) $ 100,000 (a) $ 100,000 (a) 5.75% (a)
Bank line of credit $ -- -- % (a) $ -- (a) $ -- (a) 7.75% (a)
At July 28, 1995
Debentures payable $3,115,427 7.00% (a) $3,115,427 (a) $3,607,714 (a) 6.80% (a)
Bank line of credit $ -- -- % (a) $ -- (a) $ -- (a) -- % (a)
<FN>
(a) Computed on a month end basis
</FN>
</TABLE>
The debentures payable represent short-term loans to the
Company by operators. The debentures bear interest at approximately
80% of the bank prime rate. The debentures are payable on demand;
however, there is a partial interest forfeiture for debentures
presented for payment within six months of issue. The interest
rate on the debentures at July 28, 1995 was approximately 7.0%.
The notes payable - bank line of credit represent draws
against the Company's $10,000,000 line of credit. The line bears
interest at the bank's prime rate, or an alternative rate
consisting of London Interbank Offering Rate (Libor) plus 1 3/4%.
The Company may from time to time elect the Libor Rate for any
portion (multiple of $500,000) or all of the principal balance.
The line and any other debts to the Company's lead bank are
cross-collateralized with the Industrial Revenue Bonds and are
secured by substantially all assets of the Company. The bank
prime rate and Libor Rate at July 28, 1995 were 8.75% and 5.88%
respectively. There were no outstanding draws against this line
of credit at July 28, 1995.
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description Page
- -------------- ----------- ----
<S> <C> <C>
2.1 Plan of Corporation Recapitalization*
3.1 Restatement of Articles of Incorporation*
3.2 Amendment to Certificate of Incorporation*
3.3 Restatement of By-Laws with amendments as amended
through September 30, 1992*
4.1 Equalization and Stock Redemption Policy*
4.2 Specimen Common Stock Certificate*
4.3 Excerpt from Restatement of Articles of Incorporation
Defining Stock Rights*
4.4 Excerpts from Restatement of By-Laws Defining Stock Rights*
5.1 Opinion of Counsel as to Legality of the Securities
Being Registered*
10.1 Stock Purchase and Distributors Agreement*
10.2 Deferred Compensation Agreement by and between the
Company and J. Terrell Wooten*
10.3 Lease Agreement*
10.4 Profit Sharing Plan for Employees of Company
dated May 17, 1990*
10.5 Statutory Warranty Deed dated December 30, 1985
whereby Registrant purchased 237 acres of land in
Bessemer, Alabama for future warehouse site*
10.6 Truck Lease and Service Agreement dated September 28, 1990*
10.7 Bill of Sale dated March 2, 1986 whereby BLM Enterprises
Inc., a wholly-owned subsidiary of the Registrant, sold the
Fayetteville, Tennessee store to Piggly Wiggly of Fayetteville,
Inc., a corporation principally owned by Merritt Robbins, a
Director and Secretary/Treasurer of the Registrant*
10.8 Warranty Deed dated May 14, 1986 whereby Registrant
purchased approximately 15 acres of land in Bessemer,
Alabama to be used as future warehouse site*
10.9 Inducement Agreement executed by and between Registrant
and The Industrial Development Board of the City of
Bessemer concerning the financing of the new warehouse in
Bessemer, Alabama*
10.10 Renewal of and Amendment to Inducement Agreement
executed by and between the Registrant and the Industrial
Development Board of the City of Bessemer*
10.11 Letter of agreement by and between Registrant and Brice
Building Company, Inc. concerning the site preparation
work for the new warehouse*
10.12 Lease by and between Registrant and Bruno's, Inc. concerning
the leasing of additional warehouse space adjacent to present
warehouse site*
10.13 Guaranty Agreement from Piggly Wiggly Alabama Distributing
Co., Inc. to Central Bank of the South, as Trustee,
guaranteeing the payment of Industrial Development Revenue
Bonds issued by the City of Bessemer, Bessemer, Alabama, in
the financing of the new distribution center*
10.14 Warranty Deed whereby Piggly Wiggly Alabama Distributing
Co., Inc. conveyed approximately 35 acres of real estate
situated in the City of Bessemer, Alabama to the Industrial
Development Board of the City of Bessemer to facilitate the
financing of the new Distribution Center*
10.15 Lease Agreement executed by and between the Industrial
Development Board of the City of Bessemer as lessor and
Piggly Wiggly Alabama Distributing Co., Inc. as lessee whereby
the new Distribution Center is being leased by the Registrant*
10.16 Construction Contract by and between Industrial Development
Board and the City of Bessemer as owner and Brice Building
Co., Inc. as contractor guaranteed by Piggly Wiggly Alabama
Distributing Co., Inc. for the construction of the new
Distribution Center in Bessemer, Alabama*
10.17 Mortgage, Security Agreement and Assignment of Rents and
Leases (First) whereby Piggly Wiggly Alabama Distributing
Co., Inc. has executed a first mortgage to Central Bank of the
South on approximately 220 undeveloped acres of real estate
owned by the Registrant in Bessemer, Alabama as additional
security for the payment of the $20,000,000 bond issue*
10.18 Mortgage, Security Agreement and Assignment of Rents and
Leases (Second) executed by Piggly Wiggly Alabama
Distributing Co., Inc. in favor of Central Bank of the South
granting a second mortgage on the existing perishable
warehouse owned by the Registrant as additional security for
the repayment of the $20,000,000 bond issue*
10.19 Security Agreement executed by Piggly Wiggly Alabama
Distributing Co., Inc. in favor of Central Bank of the South as
additional security for payment of the $20,000,000 bond issue*
10.20 Amendment No. 1 to Deferred Compensation Agreement
for J. Terrell Wooten*
10.21 401(k) Plan dated December 20, 1990*
10.22 Agreement and Assignment by and between Piggly Wiggly
Alabama Distributing Co., Inc., R & D Foods, Inc.,
Piggly Wiggly of Atlanta, Inc., et al., dated effective as of
November 25, 1989*
10.23 Purchase and Sale Agreement by and between BLM
Enterprises, Inc. (a wholly-owned subsidiary of the Registrant)
and Holder Enterprises, Inc. dated April 20, 1990.*
10.24 Amendment No. 1 to Guaranty Agreement from Piggly Wiggly
Alabama Distributing Co., Inc. to Central Bank of the South,
as Trustee, guaranteeing the payment of Industrial Development
Revenue Bonds issued to the City of Bessemer, Bessemer, Alabama,
in the amount of $20,000,000 which will be used to
construct a new Distribution Center*
10.25 Amended and Restated Deferred Compensation Agreement for
J. Terrell Wooten*
10.26 A copy of Profit Sharing Plan Registrant dated
September 9, 1993*
10.27 A copy of Purchase and Sale Agreement dated October 28, 1992
executed by Registrant and its solely owned subsidiary, BLM
Enterprises, Inc. concerning the sale of certain Atlanta, Georgia
retail grocery stores*
10.28 A copy of Revolving Credit and Security Agreement, dated
January 13, 1995, whereby the Registrant has obtained a
$10 million line of credit from Compass Bank in regard to
construction of an addition to existing Warehouse facilities*
10.29 A copy of a $10 million Master Revolving Promissory Note, dated
January 13, 1995, executed by Registrant to Compass Bank, the
proceeds of which will be used in regard to constructing and
furnishing an addition to existing Warehouse*
10.30 A copy of Architect Agreement executed on behalf of Registrant
and Holmes & Holmes, Architect, dated June 16, 1994, concerning
new addition to Warehouse facilities*
10.31 First Supplemental Guaranty Agreement from Registrant to
Compass Bank, dated September 1, 1994, amending existing
$20 million Guaranty of Registrant to Compass Bank*
10.32 A copy of Amendment to The Industrial Development Board of the
City of Bessemer Industrial Development Revenue Bond (Piggly
Wiggly Alabama Distributing Co., Inc. Project (Series 1987)),
dated September 30, 1994*
10.33 A copy of First Supplemental Mortgage and Indenture of Trust
between The Industrial Development Board of the City of Bessemer
and Compass Bank, dated September 1, 1994, in regard to initial
$20 million Bond financing of Bessemer Warehouse Project*
10.34 A copy of First Amendment to the Piggly Wiggly Alabama
Distributing Co., Inc. Profit Sharing Plan and Trust, dated
September 29, 1994*
10.35 A copy of First Amendment to the Piggly Wiggly Alabama
Distributing Co., Inc. Employee Benefit Plan and Trust, dated
September 29, 1994*
10.36 A copy of Commercial Sales Contract whereby Registrant sold its
vacant Perishable Warehouse located at 601 Republic Circle,
Birmingham, Alabama for $750,000*
10.37 A copy of Amendment Number Two to the Piggly Wiggly Alabama
Distributing Co., Inc. Amended and Restated Profit Sharing
Plan and Trust**
11.1 Computation of Earnings Per Share**
23.1 Consent of Spain & Gillon*
23.2 Consent of Dent, Baker & Company**
24.1 Power of Attorney executed by each member of the Board
of Directors authorizing D. T. Stewart, President and
Chief Executive Officer, to execute Registration
Statement**
<FN>
*Previously filed
**Filed herewith
</FN>
</TABLE>
EXHIBIT 10-37
STATE OF ALABAMA )
JEFFERSON COUNTY )
AMENDMENT NUMBER TWO TO THE
PIGGLY WIGGLY ALABAMA DISTRIBUTING CO., INC.
AMENDED AND RESTATED PROFIT SHARING PLAN
AND TRUST AGREEMENT
WHEREAS, Piggly Wiggly Alabama Distributing Co., Inc.
heretofore adopted a Profit Sharing Plan effective as of December
31, 1976; and
WHEREAS, Piggly Wiggly Alabama Distributing Co., Inc. amended
and restated such Plan effective as of August 1, 1988; and
WHEREAS, it is necessary to further amend said Plan to comply
with the Internal Revenue Code.
NOW, THEREFORE, Piggly Wiggly Alabama Distributing Co., Inc.
hereby amends and restates the Plan as follows:
I. Annual Compensation Limit. In addition to other
applicable limitations set forth in the Plan, and notwithstanding
any other provision of the Plan to the contrary, for the Plan Years
beginning on or after January 1, 1994, the annual compensation of
each Employee taken into account under the Plan shall not exceed
the Omnibus Budget and Reconciliation Act of 1993 (OBRA 93) annual
compensation limit. The OBRA 93 annual compensation limit is
$150,000 as adjusted by the Commissioner for increases in the cost
of living in accordance with Section 401(a)(17)(B) of the Internal
Revenue Code ("Code"). Cost of living adjustments in affect for a
calendar year applies to any period not exceeding 12 months, over
which compensation is determined ("Determination Period") beginning
in such calendar year. If a Determination Period consists of fewer
than 12 months, the OBRA 93 annual compensation limit will be
multiplied by a fraction, the numerator of which is the number of
months in the Determination Period and the denominator of which is
12.
For Plan Years beginning on or after January 1, 1994, any
reference in this Plan to the limitation under Section 401(a)(17)
of the Code shall mean the OBRA 93 annual compensation limit set
forth in this provision.
If compensation for any prior Determination Period is taken
into account in determining Employee benefits accruing in the
current Plan Year, the compensation for that prior Determination
Period is subject to the OBRA 93 annual compensation limit in
affect for that prior Determination Period. For this purpose,
Determination Periods beginning before the first day of the first
Plan Year beginning on or after January 1, 1994, the OBRA 93 annual
compensation limit is $150,000.
II. Amendment of Compensation Limitations.
A. Section 1.8 shall be deleted in its entirety and the
following Section 1.8 shall be added to the Plan:
"Compensation" with respect to any Participant means
total compensation paid by the Employer for a Plan Year.
Amounts contributed by the Employer under the within Plan
and any nontaxable fringe benefits provided by the
Employer shall not be considered as Compensation.
For Participant's initial year of participation,
Compensation shall be recognized for the entire Plan
Year.
Compensation in excess of $150,000 shall be
disregarded. Such amount shall be adjusted at the same
time and in such manner as permitted under Code Section
415(d). In applying this limitation, the family group of
a highly-compensated Participant who is subject to the
family member aggregation rules of Code Section 414(q)(6)
because such Participant is either a "5% owner" of the
Employer or one of the ten (10) highly-compensated
Employees paid the greatest "415 Compensation" during the
year, shall be treated as a single Participant, except
that for this purpose family members shall include only
the affected Participant spouse and any lineal
descendants who have not attained age nineteen (19)
before the close of the year.
For Plan Years beginning prior to January 1, 1989,
the applicable 401(a)(17) limitation on Compensation
(without regard to family members aggregation) shall
apply only for top-heavy Plan Years and shall not be
adjusted.
B. Section 4.3(h) is deleted in its entirety and the
following section is added to the Plan:
(h) For the purpose of this section, "415
Compensation" shall be limited to $150,000 (unless
adjusted in such manner as permitted under Code Section
415(d)). However, for Plan Years beginning prior to
January 1, 1989, the applicable Compensation Limit set
forth in 401(a)(17) shall apply only for top-heavy Plan
Years and shall not be adjusted.
C. The last sentence of Section 4.4(d) shall be deleted
and the following sentence shall be added:
For "Limitation Years" beginning after December 31,
1988, "415 Compensation" shall be limited to the
applicable "Compensation Limit" as defined in Section
401(a)(17) (unless adjusted in the same manner as
permitted under Code Section 415(d).
D. Section 6.11(a)(ii) is deleted in its entirety and
the following section is added to the Plan:
(ii) An "Eligible Retirement Plan" is an individual
retirement account described in Section 408(a) of the
Code, an individual retirement annuity described in
Section 408(b) of the Code, an annuity plan described in
Section 403(a) of the Code, or a qualified trust
described in Section 401(a) of the Code.
PIGGLY WIGGLY ALABAMA DISTRIBUTING CO., INC.
By /s/ D. T. Stewart
D. T. Stewart
Its President
ATTEST:
/s/ Homer Vinson
Homer Vinson
Its Secretary
COMPASS BANK, Trustee
By /s/ Linda Trucks
Linda Trucks
Its Vice President & Trust Officer
ATTEST:
/s/ Norma Rice
Norma Rice
Its Trust Officer
Vice President & Trust Officer
<TABLE>
EXHIBIT 11
Computation of Earnings Per Share
PIGGLY WIGGLY ALABAMA DISTRIBUTING CO., INC.
AND SUBSIDIARIES
<CAPTION>
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Common shares outstanding
at end of period 73,236 68,999 65,510 63,954 62,568
Effect of using weighted
average number of
common shares
outstanding (963) (574) (206) 483 734
Effect of common share
equivalents - treasury
stock method 3,456 2,772 1,631 1,141 1,760
------- ------- ------- ------- -------
Shares used in computing
primary earnings
per share 75,729 71,197 66,935 65,578 65,062
------- ------- ------- ------- -------
------- ------- ------- ------- -------
Shares used in computing
fully diluted earnings
per share 75,729 71,197 66,935 65,578 65,062
-------- -------- -------- -------- --------
Net income $253,693 $255,065 $274,288 $276,020 $264,172
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Primary earnings per
common share and
common share equivalent $ 3.35 $ 3.58 $ 4.10 $ 4.21 $ 4.06
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Fully diluted earnings
per common share and
common share equivalent $ 3.35 $ 3.58 $ 4.10 $ 4.21 $ 4.06
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
</TABLE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective Amendment
No. 8 of Registration Statement No. 33-19645 of Piggly Wiggly Alabama
Distributing Co., Inc. of our report dated September 29, 1995, included in
the 1994 Annual Report to the Shareholders of Piggly Wiggly Alabama
Distributing Co., Inc.
Our audit also included the financial statement schedules of Piggly
Wiggly Alabama Distributing Co., Inc. listed in the accompanying index to
the financial statements. These schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion based on
our audits. In our opinion, the financial statement schedules referred to
above, when considered in relation to the basic financial statements taken
as a whole, present fairly in all material respects the information set
forth therein.
DENT, BAKER & COMPANY
Birmingham, Alabama
October 6, 1994
EXHIBIT 24.1
POWER OF ATTORNEY
STATE OF ALABAMA )
JEFFERSON COUNTY )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JULIAN GORDON, as a
Director of Piggly Wiggly Alabama Distributing Co., Inc., do hereby
constitute and appoint D. T. Stewart as my true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for me and in my name, place and stead, in any and
all capacities, to sign an Amendment Number One to Form S-1
Registration Statement (Registration No. 33-58357) to be filed on
behalf of Piggly Wiggly Alabama Distributing Co., Inc. with the
Securities and Exchange Commission and the State Securities
Commissioner of Alabama, Georgia, Tennessee, Mississippi and North
Carolina and to sign any or all amendments to the Registration
Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, and the Securities Commissions of said States,
and I grant unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent,
or his substitute, may lawfully do or cause to be done by virtue
hereof.
This Power of Attorney shall not be affected by disability,
incompetency, or incapacity of myself.
IN WITNESS WHEREOF, I have hereunto set my hand and seal on
this the 29th day of November, 1995.
Julian Gordon
STATE OF MISSISSIPPI )
LEAKE COUNTY )
I, Brenda Moore, a Notary Public in and for said County and
State, hereby certify that JULIAN GORDON, whose name is signed to
the foregoing Power of Attorney, and who is known to me,
acknowledged before me on this day that, being informed of the
contents of the Power of Attorney, he executed the same voluntarily
on the day the same bears date
Given under my hand and official seal, this the 29th day of
November, 1995.
Brenda Moore
NOTARY PUBLIC
My Commission Expires: Feb. 27, 1998.
STATE OF ALABAMA )
JEFFERSON COUNTY )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JAMES SALMON, as a
Director of Piggly Wiggly Alabama Distributing Co., Inc., do hereby
constitute and appoint Julian Gordon and D. T. Stewart, and each of
them, as my true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for me and in my name,
place and stead, in any and all capacities, to sign an Amendment
Number One to Form S-1 Registration Statement (Registration No.
33-58357) to be filed on behalf of Piggly Wiggly Alabama
Distributing Co., Inc. with the Securities and Exchange Commission
and the State Securities Commissioner of Alabama, Georgia,
Tennessee, Mississippi and North Carolina and to sign any or all
amendments to the Registration Statement and to file the same, with
all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and the Securities
Commissions of said States, and I grant unto said attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do
or cause to be done by virtue hereof.
This Power of Attorney shall not be affected by disability,
incompetency, or incapacity of myself.
IN WITNESS WHEREOF, I have hereunto set my hand and seal on
this the 27 day of November, 1995.
James Salmon
STATE OF GA )
FLOYD COUNTY )
I, Brenda Adams, a Notary Public in and for said County and
State, hereby certify that JAMES SALMON, whose name is signed to
the foregoing Power of Attorney, and who is known to me,
acknowledged before me on this day that, being informed of the
contents of the Power of Attorney, he executed the same voluntarily
on the day the same bears date
Given under my hand and official seal, this the 27 day of
November, 1995.
Brenda Adams
NOTARY PUBLIC
My Commission Expires: Nov. 7, 1998.
STATE OF ALABAMA )
JEFFERSON COUNTY )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, HOMER VINSON, as a
Director of Piggly Wiggly Alabama Distributing Co., Inc., do hereby
constitute and appoint Julian Gordon and D. T. Stewart, and each of
them, as my true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for me and in my name,
place and stead, in any and all capacities, to sign an Amendment
Number One to Form S-1 Registration Statement (Registration No.
33-58357) to be filed on behalf of Piggly Wiggly Alabama
Distributing Co., Inc. with the Securities and Exchange Commission
and the State Securities Commissioner of Alabama, Georgia,
Tennessee, Mississippi and North Carolina and to sign any or all
amendments to the Registration Statement and to file the same, with
all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and the Securities
Commissions of said States, and I grant unto said attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do
or cause to be done by virtue hereof.
This Power of Attorney shall not be affected by disability,
incompetency, or incapacity of myself.
IN WITNESS WHEREOF, I have hereunto set my hand and seal on
this the 8th day of December, 1995.
Homer Vinson
STATE OF ALABAMA )
FRANKLIN COUNTY )
I, Phonda Hardin, a Notary Public in and for said County and
State, hereby certify that HOMER VINSON, whose name is signed to
the foregoing Power of Attorney, and who is known to me,
acknowledged before me on this day that, being informed of the
contents of the Power of Attorney, he executed the same voluntarily
on the day the same bears date
Given under my hand and official seal, this the 8th day of
December, 1995.
Rhonda Hardin
NOTARY PUBLIC
My Commission Expires: Nov. 2, 1998.
STATE OF ALABAMA )
JEFFERSON COUNTY )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, MARY HARDIN, as a
Director of Piggly Wiggly Alabama Distributing Co., Inc., do hereby
constitute and appoint Julian Gordon and D. T. Stewart, and each of
them, as my true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for me and in my name,
place and stead, in any and all capacities, to sign an Amendment
Number One to Form S-1 Registration Statement (Registration No.
33-58357) to be filed on behalf of Piggly Wiggly Alabama
Distributing Co., Inc. with the Securities and Exchange Commission
and the State Securities Commissioner of Alabama, Georgia,
Tennessee, Mississippi and North Carolina and to sign any or all
amendments to the Registration Statement and to file the same, with
all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and the Securities
Commissions of said States, and I grant unto said attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do
or cause to be done by virtue hereof.
This Power of Attorney shall not be affected by disability,
incompetency, or incapacity of myself.
IN WITNESS WHEREOF, I have hereunto set my hand and seal on
this the 29th day of November, 1995.
Mary Hardin
STATE OF ALABAMA )
ETOWAH COUNTY )
I, Elizabeth Waddell, a Notary Public in and for said County
and State, hereby certify that MARY HARDIN, whose name is signed to
the foregoing Power of Attorney, and who is known to me,
acknowledged before me on this day that, being informed of the
contents of the Power of Attorney, he executed the same voluntarily
on the day the same bears date
Given under my hand and official seal, this the 29th day of
November, 1995.
Elizabeth Waddell
NOTARY PUBLIC
My Commission Expires: 12-15-97.
STATE OF ALABAMA )
JEFFERSON COUNTY )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, LOUIS DAY, as a
Director of Piggly Wiggly Alabama Distributing Co., Inc., do hereby
constitute and appoint Julian Gordon and D. T. Stewart, and each of
them, as my true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for me and in my name,
place and stead, in any and all capacities, to sign an Amendment
Number One to Form S-1 Registration Statement (Registration No.
33-58357) to be filed on behalf of Piggly Wiggly Alabama
Distributing Co., Inc. with the Securities and Exchange Commission
and the State Securities Commissioner of Alabama, Georgia,
Tennessee, Mississippi and North Carolina and to sign any or all
amendments to the Registration Statement and to file the same, with
all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and the Securities
Commissions of said States, and I grant unto said attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do
or cause to be done by virtue hereof.
This Power of Attorney shall not be affected by disability,
incompetency, or incapacity of myself.
IN WITNESS WHEREOF, I have hereunto set my hand and seal on
this the 27th day of November, 1995.
Louis Day
STATE OF TENNESSEE )
MAURY COUNTY )
I, Jennifer Richardson, a Notary Public in and for said County
and State, hereby certify that LOUIS DAY, whose name is signed to
the foregoing Power of Attorney, and who is known to me,
acknowledged before me on this day that, being informed of the
contents of the Power of Attorney, he executed the same voluntarily
on the day the same bears date
Given under my hand and official seal, this the 27th day of
November, 1995
Jennifer Richardson
NOTARY PUBLIC
My Commission Expires: 4-18-98.
STATE OF ALABAMA )
JEFFERSON COUNTY )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, J. T. MILLIGAN, as a
Director of Piggly Wiggly Alabama Distributing Co., Inc., do hereby
constitute and appoint Julian Gordon and D. T. Stewart, and each of
them, as my true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for me and in my name,
place and stead, in any and all capacities, to sign an Amendment
Number One to Form S-1 Registration Statement (Registration No.
33-58357) to be filed on behalf of Piggly Wiggly Alabama
Distributing Co., Inc. with the Securities and Exchange Commission
and the State Securities Commissioner of Alabama, Georgia,
Tennessee, Mississippi and North Carolina and to sign any or all
amendments to the Registration Statement and to file the same, with
all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and the Securities
Commissions of said States, and I grant unto said attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do
or cause to be done by virtue hereof.
This Power of Attorney shall not be affected by disability,
incompetency, or incapacity of myself.
IN WITNESS WHEREOF, I have hereunto set my hand and seal on
this the 23rd day of November, 1995.
J. T. Milligan
STATE OF FLORIDA )
BAY COUNTY )
I, Aaron Martin, a Notary Public in and for said County and
State, hereby certify that J. T. MILLIGAN whose name is signed to
the foregoing Power of Attorney, and who is known to me,
acknowledged before me on this day that, being informed of the
contents of the Power of Attorney, he executed the same voluntarily
on the day the same bears date
Given under my hand and official seal, this the 28th day of
November, 1995.
Aaron Martin
NOTARY PUBLIC
My Commission Expires: June 24, 1997.
STATE OF ALABAMA )
JEFFERSON COUNTY )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, BILLY HUFF, as a
Director of Piggly Wiggly Alabama Distributing Co., Inc., do hereby
constitute and appoint Julian Gordon and D. T. Stewart, and each of
them, as my true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for me and in my name,
place and stead, in any and all capacities, to sign an Amendment
Number One to Form S-1 Registration Statement (Registration No.
33-58357) to be filed on behalf of Piggly Wiggly Alabama
Distributing Co., Inc. with the Securities and Exchange Commission
and the State Securities Commissioner of Alabama, Georgia,
Tennessee, Mississippi and North Carolina and to sign any or all
amendments to the Registration Statement and to file the same, with
all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and the Securities
Commissions of said States, and I grant unto said attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do
or cause to be done by virtue hereof.
This Power of Attorney shall not be affected by disability,
incompetency, or incapacity of myself.
IN WITNESS WHEREOF, I have hereunto set my hand and seal on
this the 1st day of November, 1995.
Billy Huff
STATE OF ALABAMA )
JEFFERSON COUNTY )
I, Fran Emerson, a Notary Public in and for said County and
State, hereby certify that BILLY HUFF, whose name is signed to the
foregoing Power of Attorney, and who is known to me, acknowledged
before me on this day that, being informed of the contents of the
Power of Attorney, he executed the same voluntarily on the day the
same bears date
Given under my hand and official seal, this the 1st day of
November, 1995.
Fran Emerson
NOTARY PUBLIC
My Commission Expires: 12-22-98.
STATE OF ALABAMA )
JEFFERSON COUNTY )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY VIRCIGLIO, as
a Director of Piggly Wiggly Alabama Distributing Co., Inc., do
hereby constitute and appoint Julian Gordon and D. T. Stewart, and
each of them, as my true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for me and in
my name, place and stead, in any and all capacities, to sign an
Amendment Number One to Form S-1 Registration Statement (Registration
No. 33-58357) to be filed on behalf of Piggly Wiggly Alabama
Distributing Co., Inc. with the Securities and Exchange Commission
and the State Securities Commissioner of Alabama, Georgia, Tennessee,
Mississippi and North Carolina and to sign any or all amendments to
the Registration Statement and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and the Securities Commissions
of said States, and I grant unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
This Power of Attorney shall not be affected by disability,
incompetency, or incapacity of myself.
IN WITNESS WHEREOF, I have hereunto set my hand and seal on
this the 24th day of November, 1995.
Stanley Virciglio
STATE OF ALABAMA )
JEFFERSON COUNTY )
I, Denise J. Jones, a Notary Public in and for said County
and State, hereby certify that STANLEY VIRCIGLIO, whose name is
signed to the foregoing Power of Attorney, and who is known to me,
acknowledged before me on this day that, being informed of the
contents of the Power of Attorney, he executed the same voluntarily
on the day the same bears date
Given under my hand and official seal, this the 24th day of
November, 1995.
Denise J. Jones
NOTARY PUBLIC
My Commission Expires: Sept. 25, 1999.
STATE OF ALABAMA )
JEFFERSON COUNTY )
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, SYROL McLAIN, as a
Director of Piggly Wiggly Alabama Distributing Co., Inc., do hereby
constitute and appoint Julian Gordon and D. T. Stewart, and each of
them, as my true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for me and in my name,
place and stead, in any and all capacities, to sign an Amendment
Number One to Form S-1 Registration Statement (Registration
No. 33-58357) to be filed on behalf of Piggly Wiggly Alabama
Distributing Co., Inc. with the Securities and Exchange Commission
and the State Securities Commissioner of Alabama, Georgia,
Tennessee, Mississippi and North Carolina and to sign any or all
amendments to the Registration Statement and to file the same, with
all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, and the Securities
Commissions of said States, and I grant unto said attorneys-in-fact
and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as I might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do
or cause to be done by virtue hereof.
This Power of Attorney shall not be affected by disability,
incompetency, or incapacity of myself.
IN WITNESS WHEREOF, I have hereunto set my hand and seal on
this the 29TH day of November, 1995.
Syrol McLain
STATE OF GEORGIA )
CARROLL COUNTY )
I, Sara A. Richardson, a Notary Public in and for said
County and State, hereby certify that SYROL McLAIN, whose name is
signed to the foregoing Power of Attorney, and who is known to me,
acknowledged before me on this day that, being informed of the
contents of the Power of Attorney, he executed the same voluntarily
on the day the same bears date
Given under my hand and official seal, this the 29th day of
November, 1995.
Sara A. Richardson
NOTARY PUBLIC
My Commission Expires: 06-07-97.
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