<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
/ X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended November 27, 1993
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________to_____________
Commission file number 1-8210
PAYLESS CASHWAYS, INC.
(Exact name of registrant as specified in its charter)
Iowa 42-0945849
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two Pershing Square
2300 Main, P.O. Box 419466
Kansas City, Missouri 64141-0466
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (816) 234-6000
SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:
Name of Each Exchange on
Title of Each Class Which Registered
- - ------------------- ------------------------
Common Stock, $.01 par value New York Stock Exchange
9-1/8% Senior Subordinated Notes due April 15, 2003 New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT: NONE
Indicate by check mark whether the registrant:(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES / X / NO / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
The aggregate market value of the Common Stock, par value $.01 per share, of the
registrant held by nonaffiliates of the registrant as of February 4, 1994, was
$707,033,909.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Common Stock, $.01 par value, outstanding as of February 4, 1994:
Voting -- 37,407,667 shares
Class A Non-Voting -- 2,250,000 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for the year ended November 27,
1993, are incorporated by reference into Part II. Portions of the Annual Proxy
Statement for the Annual Meeting of Shareholders to be held April 21, 1994, are
incorporated by reference into Part III.
<PAGE> 2
PART IV
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Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Document list.
1. and 2 The response to this portion of Item 14 is submitted as a
separate section of this report.
3. Exhibits required by Item 601 of Regulation S-K are listed in
the Exhibit Index which is incorporated herein by reference.
Copies of any or all Exhibits will be furnished upon written request and payment
of Payless' reasonable expenses in furnishing the Exhibits.
(b) Reports on Form 8-K.
No reports on Form 8-K have been filed by the Registrant during the quarter
ended November 27, 1993.
(c) Exhibits.
The response to this portion of Item 14 is submitted as a separate section
of this report.
(d) Financial Statement Schedules.
The response to this portion of Item 14 is submitted as a separate section
of this report.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PAYLESS CASHWAYS, INC.
(Registrant)
Date: June 29, 1994 By s/Stephen A. Lightstone
-------------------------------------
Stephen A. Lightstone, Senior Vice
President,Finance and Chief Financial
Officer (Principal Financial Officer and
Principal Accounting Officer)
<PAGE> 3
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
No. Description No.
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<S> <C> <C>
3.1 Restated Articles of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 filed as part of Amendment No. 1
to Registration Statement No. 33-58008 on Form S-2 on March 8, 1993).
3.2 By-laws of the Company (incorporated by reference to Exhibit 3.2
filed as part of Registration Statement No. 33-58008 on Form S-2 on
February 8, 1993).
4.0 Long-term debt instruments of the Registrant in amounts not exceeding
ten percent (10%) of the total assets of the Registrant and its
subsidiary on a consolidated basis will be furnished to the Commission
upon request.
4.1 Indenture dated as of April 20, 1993 by and between Payless and United States
Trust Company of New York, pursuant to which the 9 1/8% Senior Subordinated Notes
of Payless due April 15, 2003 were issued (incorporated by reference to Exhibit 4.2
filed as part of Payless' Quarterly Report on Form 10-Q for the quarter ended May 29,
1993).
4.2(a) 1993 Credit Agreement, dated as of March 8, 1993, among Payless,
the Banks listed on the signature pages thereof and Canadian Imperial
Bank of Commerce, New York Agency, as Administrative Agent (incorporated
by reference to Exhibit 4.1(b) filed as part of Amendment No. 1 to Registration
Statement No. 33-58008 on Form S-2 on March 8, 1993).
4.2(b) First Amendment dated as of March 15, 1993, to the 1993 Credit Agreement, dated
as of March 8, 1993, among Payless, the Banks listed on the signature pages
thereof and Canadian Imperial Bank of Commerce, New York Agency, as Administrative
Agent (incorporated by reference to Exhibit 4.2(b) filed as part of Registration
Statement No. 33-59854 on Form S-2 on March 19, 1993).
<PAGE> 4
4.2(c) Second Amendment dated as of March 19, 1993, to the 1993 Credit Agreement, dated as
of March 8, 1993, among Payless, the Banks listed on the signature pages thereof
and Canadian Imperial Bank of Commerce, New York Agency, as Administrative Agent
(incorporated by reference to Exhibit 4.2(c) filed as part of Amendment No. 1 to
Registration Statement No. 33-59854 on Form S-2 on April 9, 1993).
4.2(d) Third Amendment dated as of April 14, 1993, to the 1993 Credit Agreement, dated
as of March 8, 1993, among Payless, the Banks listed on the signature pages thereof
and Canadian Imperial Bank of Commerce, New York Agency, as Administrative Agent
(incorporated by reference to Exhibit 4.1(b) filed as part of Payless' Quarterly
Report on Form 10-Q for the quarter ended May 29, 1993).
4.2(e) Fourth Amendment dated as of September 17, 1993, to the 1993 Credit Agreement,
dated as of March 8, 1993, among Payless, the Banks listed on the signature
pages thereof and Canadian Imperial Bank of Commerce, New York Agency, as
Administrative Agent (incorporated by reference to Exhibit 4.1 filed as part
of Payless' Quarterly Report on Form 10-Q for the quarter ended August 28, 1993).
4.2(f) Fifth Amendment dated as of February 14, 1994, to the 1993 Credit Agreement, dated as
of March 8, 1993, among Payless, the Banks listed on the signature pages thereof
and Canadian Imperial Bank of Commerce, New York Agency, as Administrative
Agent (incorporated by reference to Exhibit 4.2(f) filed as part of Payless'
Annual Report on Form 10-K for fiscal year ended November 27, 1993).
4.3 Amended and Restated Warrant Agreement, dated as of January 1, 1993, to Warrant
Agreement dated as of November 1, 1988, between Payless and Bank of New York
(incorporated by reference to Exhibit 4.1(b) of Payless' Annual Report on Form
10-K for the fiscal year ended November 28, 1992, as amended by Form 8, dated
February 1, 1993).
4.4(a) Loan Agreement dated June 20, 1989, by and among Payless
<PAGE> 5
Cashways, Inc., Knox Home Centers, Inc., Somerville Lumber and Supply Co., Inc.,
and The Prudential Insurance Company of America (incorporated by reference to Exhibit
4.2 filed as part of Payless' Quarterly Report on Form 10-Q for the quarter ended
May 27, 1989).
4.4(b) Guaranty effective June 20, 1989, given by Somerville Lumber and Supply Co., Inc.
to The Prudential Insurance Company of America, guaranteeing certain indebtedness of
Payless Cashways, Inc. (incorporated by reference to Exhibit 4.7 filed as part of
Payless' Quarterly Report on Form 10-Q for the quarter ended May 27, 1989).
4.4(c) Promissory Note dated June 20, 1989 from Payless to The Prudential Insurance
Company of America, Tranche A (AR, MA, NH, RI) (incorporated by reference to Exhibit
4.10 filed as part of Payless' Quarterly Report on Form 10-Q for the quarter ended
May 27, 1989).
4.4(d) Promissory Note dated June 20, 1989 from Payless to The Prudential Insurance
Company of America, Tranche A (LA) (incorporated by reference to Exhibit 4.11 filed as
part of Payless' Quarterly Report on Form 10-Q for the quarter ended May 27, 1989).
4.4(e) Promissory Note dated June 20, 1989 from Payless to The Prudential Insurance
Company of America, Tranche B (MN) (incorporated by reference to Exhibit 4.12 filed as
part of Payless' Quarterly Report on Form 10-Q for the quarter ended May 27, 1989).
4.4(f) Promissory Note dated June 20, 1989 from Payless to The Prudential Insurance
Company of America, Tranche B (MT) (incorporated by reference to Exhibit 4.13 filed as
part of Payless' Quarterly Report on Form 10-Q for the quarter ended May 27, 1989).
4.4(g) Promissory Note dated June 20, 1989 from Payless to the Prudential Insurance
Company of America, Tranche B (ND) (incorporated by reference to Exhibit 4.14 filed as
part of Payless'
<PAGE> 6
Quarterly Report on Form 10-Q for the quarter ended May 27, 1989).
4.4(h) Promissory Note dated June 20, 1989 from Payless to The Prudential Insurance
Company of America, Tranche B (NV) (incorporated by reference to Exhibit 4.15 filed a
part of Payless' Quarterly Report on Form 10-Q for the quarter ended May 27, 1989).
4.4(i) Promissory Note dated June 20, 1989 from Payless to The Prudential
Insurance Company of America, Tranche B (AZ, CA) (incorporated by reference to Exhibit
4.16 filed as part of Payless' Quarterly Report on Form 10-Q for the quarter ended May
27, 1989).
4.4(j) Promissory Note dated June 20, 1989 from Payless to The Prudential Insurance
Company of America, Tranche C (IN, KY, NM, OH, TN)(incorporated by reference to Exhibit
4.17 filed as part of Payless' Quarterly Report on Form 10-Q for the quarter ended
May 27, 1989).
4.4(k) Promissory Note dated June 20, 1989 from Payless to The Prudential Insurance
Company of America, Tranche D (CO, IA, IL, KS, NE, MO, TX, OR, OK) (incorporated by
reference to Exhibit 4.18 filed as part of Payless' Quarterly Report on Form 10-Q for
the quarter ended May 27, 1989).
4.4(l) Form of Deed of Trust, Mortgage and Security Agreement effective June 20,
1989, given to The Prudential Insurance Company of America (incorporated by
reference to Exhibit 4.19 filed as part of Payless' Quarterly Report on Form 10-Q
for the quarter ended May 27, 1989).
4.4(m) Form of Deed of Trust, Security Agreement and Assignment of Leases dated
June 20, 1989 given to Morgan Bank (Delaware), as Collateral Agent (incorporated by
reference to Exhibit 4.20 filed as part of Payless' Quarterly Report on Form 10-Q for
the quarter ended May 27, 1989).
4.4(n) First Modification Agreement dated as of October 18, 1991, by and
<PAGE> 7
among Payless, Knox, Somerville and The Prudential Insurance Company of America
(incorporated by reference to Exhibit 4.9(r) filed as part of Payless' Annual
Report on Form 10-K for fiscal year ended November 30, 1991).
4.4(o) Second Modification Agreement dated as of December 17, 1991, by
and among Payless, Knox, Somerville and The Prudential Insurance Company of
America (incorporated by reference to Exhibit 4.9(s) filed as part of Payless'
Annual Report on Form 10-K for fiscal year ended November 30, 1991).
4.4(p) Third Modification Agreement dated as of December 31, 1991, by
and among Payless, Knox, Somerville and the Prudential Insurance Company of America
(incorporated by reference to Exhibit 4.9(t) filed as part of Payless' Annual Report
on Form 10-K for fiscal year ended November 30, 1991).
4.4(q) Fourth Modification Agreement dated as of March 8, 1993, by and among
Payless, Somerville and The Prudential Insurance Company of America (incorporated
by reference to exhibit 4.6(v) filed as part of Amendment No. 1 to Registration
Statement No. 33-58008 on Form S-2 on March 8, 1993).
4.4(r) Letter dated March 12, 1993 modifying Fourth Modification Agreement dated
as of March 8, 1993 by and among Payless, Somerville and The Prudential Insurance
Company of America (incorporated by reference to Exhibit 4.5(w) filed as part of
Registration Statement No. 33-59854 on Form S-2 on March 19, 1993).
4.5 Security Agreement, dated October 7, 1988, executed by Payless for the
benefit of Morgan Bank (Delaware) as Collateral Agent (incorporated by
reference to Exhibit 4.15 filed as part of Post-Effective Amendment No. 1 on
Form S-2 to Form S-1 Registration Statement No. 33-23893 filed August 8, 1989).
4.6 Acknowledgement and Release of Current Banks, dated as of March 8, 1993,
among Morgan Guaranty Trust Company of New York, Payless and the banks party to
the 1988 Credit Assignment (incorporated by reference to Exhibit 4.8 filed as
part of
<PAGE> 8
Registration Statement No. 33-59854 on Form S-2 on March 19, 1993).
4.7 Assignment Agreement, dated as of March 8, 1993, among J.P. Morgan Delaware, Canadian
Imperial Bank of Commerce, New York Agency ("CIBC"), Payless and Somerville
(incorporated by reference to Exhibit 4.9 filed as part of Registration Statement
No. 33-59854 on Form S-2 on March 19, 1993).
4.8 Subsidiary Security Agreement, dated as of March 8, 1993, made by Somerville in
favor of CIBC, as Collateral Agent, for the benefit of the banks and other financial
institutions party to the 1993 Credit Agreement (incorporated by reference to Exhibit
4.10 filed as part of Registration Statement No. 33-59854 on Form S-2 on March 19, 1993).
4.9 Amended and Restated Note Pledge Agreement, dated as of March 8, 1993, between
Payless and CIBC, as Collateral Agent, for the benefit of the banks and other financial
institutions party to the 1993 Credit Agreement (incorporated by reference to Exhibit
4.11 filed as part of Registration Statement No. 33-59854 on Form S-2 on March 19, 1993).
4.10(a) Amended and Restated Inter-Facility Agreement, dated as of March 8, 1993,
between Payless, Somerville and CIBC, as Administrative Agent and Collateral Agent
for the benefit of the banks and other financial institutions listed on the signature
pages thereto (incorporated by reference to Exhibit 4.12 filed as part of Registration
Statement No. 33-59854 on Form S-2 on March 19, 1993).
4.10(b) Joinder Agreement dated February 14, 1994 among Payless, Somerville Lumber
and Supply Co., Inc., the Banks listed on the signature pages thereof and Canadian
Imperial Bank of Commerce, New York Agency, as Administrative Agent (incorporated
by reference to Exhibit 4.10(b) filed as part of Payless' Annual Report on Form 10-K
for fiscal year ended November 27, 1993).
4.11 Amended and Restated Borrower Security Agreement, dated as of March 8, 1993,
between Payless and CIBC, as Collateral Agent, for
<PAGE> 9
the benefit of the banks and other financial institutions party to the 1993 Credit
Agreement (incorporated by reference to Exhibit 4.13 filed as part of Registration
Statement No. 33-59854 on Form S-2 on March 19, 1993).
4.12 Amended and Restated Guarantee, dated as of March 8, 1993, between Somerville
and CIBC, as Collateral Agent, for the benefit of the banks and other financial
institutions party to the 1993 Credit Agreement (incorporated by reference to
Exhibit 4.14 filed as part of Registration Statement No. 33-59854 on Form S-2 on
March 19, 1993).
4.13 Amended and Restated Pledge Agreement, dated as of March 8, 1993, between
Payless and CIBC, as Collateral Agent, for the benefit of the banks and other financial
institutions party to the 1993 Credit Agreement (incorporated by reference to Exhibit
4.15 filed as part of Registration Statement No. 33-59854 on Form S-2 on March 19, 1993).
4.14 Form of First amendment to Mortgage and Assignment of Mortgage, dated as of
March 15, 1993, among Payless, CIBC, as Collateral Agent, and J.P. Morgan Delaware
(incorporated by reference to Exhibit 4.16 filed as part of Registration Statement
No. 33-59854 on Form S-2 on March 19, 1993).
10.1 Supply Agreement dated as of August 4, 1988, between Masco Corporation and
Payless (incorporated by reference to Exhibit 10.1 filed as part of Registration
Statement No.33-23893 on Form S-1 filed August 19, 1988).
10.2 Indemnification Agreement (incorporated by reference to Exhibit 10.2 filed
as part of Amendment No. 2 to Registration Statement No. 33-49772 filed August
26, 1992).
10.3 Payless Cashways, Inc. Corporate Management Incentive Compensation Program,
dated as of December 1991 (incorporated by reference to Exhibit 10.2 filed as part
of Payless' Quarterly Report on Form 10-Q for the quarter ended May 30, 1992).
10.4(a) Employment Agreement dated as of December 1, 1988 between
<PAGE> 10
Payless and Larry P. Kunz (incorporated by reference to Exhibit 10.12 filed as
part of Post Effective Amendment No. 1 on Form S-2 to Form S-1 Registration
Statement No. 33-23893 filed August 8, 1989).
10.4(b) Amendment dated March 10, 1992 to Employment Agreement between Payless
and Larry Kunz (incorporated by reference to Exhibit 10.1 filed as part of the Payless'
Quarterly Report on Form 10-Q for the quarter ended February 29, 1992).
10.4(c) Amendment dated as of February 8, 1993 to Employment Agreement between
Payless and Larry Kunz (incorporated by reference to Exhibit 10.4(c) filed as part
of Registration Statement No. 33-58008 on Form S-2 on March 8, 1993).
10.4(d) Amendment dated June 23, 1993 to Employment Agreement between Payless and
Larry Kunz (incorporated by reference to Exhibit 10.1 filed as part of Payless'
Quarterly Report on Form 10-Q for the quarter ended May 29, 1993).
10.4(e) Employment Agreement dated as of September 22, 1993 between Payless and
Larry Kunz (incorporated by reference to Exhibit 10.1 filed as part of Payless'
Quarterly Report on Form 10-Q for the quarter ended August 28, 1993).
10.5(a) Employment Agreement dated as of December 1, 1988 between Payless and
David Stanley (incorporated by reference to Exhibit 10.13 filed as part of
Post Effective Amendment No. 1 on Form S-2 to Form S-1 Registration Statement
No. 33-23893 filed August 8, 1989).
10.5(b) Amendment dated March 10, 1992 to Employment Agreement between Payless
and David Stanley, (incorporated by reference to Exhibit 10.2 filed as part of
Payless' Quarterly Report on Form 10-Q for the quarter ended February 29, 1992).
10.5(c) Amendment dated June 23, 1993 to Employment Agreement between Payless
and David Stanley (incorporated by reference to Exhibit 10.2 filed as part of
Payless' Quarterly Report on Form 10-Q for the quarter ended May 29, 1993).
10.6(a) Employment Agreement dated as of December 1, 1988 between Payless and
Harold Cohen (incorporated by reference to Exhibit 10.14 filed as part of Post
Effective Amendment No. 1 on Form
<PAGE> 11
S-2 to Form S-1 Registration Statement No. 33-23893 filed August 8, 1989).
10.6(b) Amendment dated March 10, 1992 to Employment Agreement between Payless
and Harold Cohen (incorporated by reference to Exhibit 10.3 filed as part of
Payless' Quarterly Report on Form 10-Q for the quarter ended February 29, 1992).
10.6(c) Retirement Agreement dated as of November 14, 1993 between Payless and
Harold Cohen (incorporated by reference to Exhibit 10.6(c) filed as part of Payless'
Annual Report on Form 10-K for fiscal year ended November 27, 1993).
10.7 Employment Agreement dated as of February 8, 1993 between Payless and
Ronald H. Butler (incorporated by reference to Exhibit 10.24 files as part
of Registration Statement No. 33-58008 on Form S-2 on February 8, 1993).
10.8 Employment Agreement dated as of February 8, 1993 between Payless and
Stephen A. Lightstone (incorporated by reference to Exhibit 10.25 filed as part
of Registration Statement No. 33-58008 on Form S-2 on February 8, 1993).
10.9 Employment Agreement dated as of February 8, 1993 between Payless and
Susan M. Stanton (incorporated by reference to Exhibit 10.26 filed as part of
Registration Statement No. 33-58008 on Form S-2 on February 8, 1993).
10.10(a) Payless Cashways, Inc. Wealth-Op Deferred Compensation Plan
(incorporated by reference to Exhibit 10.8 filed as part of Post-Effective
Amendment No. 7 to Registration Statement No. 33-23893 on Form S-2 filed May 26, 1992).
10.10(b) Amendment to Payless' Wealth-Op Deferred Compensation Plan (incorporated by
reference to Exhibit 10.10(b) filed as part of Payless' Annual Report on Form 10-K for
fiscal year ended November 27, 1993).
10.11(a) Payless Cashways, Inc. 1988 Deferred Compensation Plan (incorporated
by reference to Exhibit 10.11(a) filed as part of Payless' Annual Report on Form
10-K for fiscal year ended November 27, 1993).
10.11(b) Amendment to Payless' 1988 Deferred Compensation Plan
<PAGE> 12
(incorporated by reference to Exhibit 10.11(b) filed as part of Payless' Annual
Report on Form 10-K for fiscal year ended November 27, 1993).
10.12 Payless Cashways, Inc. Supplemental Death Benefit Plan (incorporated by
reference to Exhibit 10.12 filed as part of Payless' Annual Report on Form 10-K for
fiscal year ended November 27, 1993).
10.13 Payless Cashways, Inc. Supplemental Disability Plan (incorporated by
reference to Exhibit 10.13 filed as part of Payless' Annual Report on Form 10-K
for fiscal year ended November 27, 1993).
10.14(a) Payless Cashways, Inc. Supplemental Retirement Plan (incorporated by
reference to Exhibit 10.14(a) filed as part of Payless' Annual Report on Form 10-K
for fiscal year ended November 27, 1993).
10.14(b) First Amendment to the Payless Cashways, Inc. Supplemental
Retirement Plan effective June 22, 1989 (incorporated by reference to Exhibit
10.14(b) filed as part of Payless' Annual Report on Form 10-K for fiscal year
ended November 27, 1993).
10.15(a) Registration Rights Agreement dated as of August 4, 1988 among
PCI Acquisition Corp. and certain of its shareholders (incorporated by reference
to Exhibit 10.15(a) filed as part of Payless' Annual Report on Form 10-K for fiscal
year ended November 27, 1993).
10.15(b) Agreement and Amendment dated as of November 11, 1988 to Registration
Rights Agreement dated as of August 4, 1988 among Payless and certain of its shareholders
(incorporated by reference to Exhibit 10.15(b) filed as part of Payless' Annual Report on
Form 10-K for fiscal year ended November 27, 1993).
10.15(c) Addendum to Shareholders' Agreement and Registration Rights Agreement dated February 22,
1989 by and among Payless and certain of its shareholders (incorporated by reference to
Exhibit 10.15(c) filed as part of Payless' Annual Report on Form 10-K for fiscal year ended
November 27, 1993).
10.16(a) Amended and Restated Shareholders' Agreement, dated as of February 22, 1990, by and among
PCI Acquisition Corp. and certain of its shareholders (incorporated by reference to
Exhibit 10.47 filed as part of Post-Effective Amendment No. 3 to Registration Statement
No. 33-23893 on Form S-2 filed March 23,
<PAGE> 13
1990).
10.16(b) Amendment No. 1 dated as of March 18, 1991, to the Amended and Restated Shareholders'
Agreement dated as of February 22, 1990, by and among Payless and certain of its
shareholders (incorporated by reference to Exhibit 10.43(b) filed as part of Post-Effective
Amendment No. 5 to Registration Statement No. 33-23893 on Form S-2 filed March 21, 1991).
10.17(a) 1988 Payless Cashways, Inc. Employee Stock Plan (incorporated by reference to
Annex 1 filed as part of Registration Statement No. 33-24368 on Form S-8 filed September 9,
1988).
10.17(b) First Amendment to the 1988 Payless Cashways, Inc. Employee Stock Plan, dated
November 11, 1988 (incorporated by reference to Exhibit 10.1(b) filed as part of
Payless' Quarterly Report on Form 10-Q for the quarter ended February 25, 1989).
10.17(c) Second Amendment to the 1988 Payless Cashways, Inc. Employee Stock Plan, dated
February 22, 1989 (incorporated by reference to Exhibit 10.1(c) filed as part of Payless'
Quarterly Report on Form 10-Q for the quarter ended February 25, 1989).
10.17(d) Third Amendment to the 1988 Payless Cashways, Inc. Employee Stock Plan, dated
March 6, 1990 (incorporated by reference to Exhibit 10.2 of Payless' Quarterly Report on Form
10-Q for the quarter ended February 24, 1990).
10.17(e) Form of Performance Stock Option Agreement pursuant to the 1988 Payless Cashways,
Inc. Employee Stock Option Plan amended on June 20, 1991 (incorporated by reference to Exhibit
10.21(e) filed as part of Payless' Annual Report on Form 10-K for fiscal year ended November 30, 1991).
10.17(f) Amendment to the 1988 Payless Cashways, Inc. Employee Stock Plan, dated as of
May 1, 1992 (incorporated by reference to Exhibit 10.26 filed as part of Post-Effective
Amendment No. 7 to Form S-2 Registration Statement No. 33-23893 filed May 26, 1992).
10.18 Payless Cashways 1992 Incentive Stock Program (incorporated by reference to Exhibit
10.24 filed as part of Amendment No. 2 to Registration Statement No. 33-49772 on Form S-2
filed August 26, 1992).
<PAGE> 14
10.19 Payless Cashways Director Option Plan (incorporated by reference to Exhibit 10.23
filed as part of Registration Statement No. 33-59854 on Form S-2 on March 19, 1993).
11.1 Computation of per share earnings (incorporated by reference to Exhibit 11.1
filed as part of Payless' Annual Report on Form 10-K for fiscal year ended November 27, 1993).
13.1 Annual Report to Shareholders (incorporated by reference to Exhibit 13.1 filed
as part of Payless' Annual Report on Form 10-K for fiscal year ended November 27, 1993).
21.1 Subsidiary of the Registrant (incorporated by reference to Exhibit 22.1 filed
as part of Payless' Annual Report on Form 10-K for fiscal year ended November 30, 1991).
23.1 Consent of KPMG Peat Marwick (incorporated by reference to Exhibit 23.1
filed as part of Payless' Annual Report on Form 10-K for fiscal year ended
November 27, 1993).
23.2 Consent of KPMG Peat Marwick related to the Annual Report of the Payless
Cashways, Inc. Employee Savings Plan on Form 11-K for fiscal year ended
December 31, 1993.
99.1 Annual Report of the Payless Cashways, Inc. Employee Savings Plan on
Form 11-K for fiscal year ended December 31, 1993. Required financial statements have
been filed in paper format under cover of Form SE.
</TABLE>
<PAGE>
Exhibit 23.2
[Letterhead of KPMG Peat Marwick]
AUDITORS' CONSENT
-----------------
The Board of Directors
Payless Cashways, Inc.:
We consent to incorporation by reference in the registration statement (No. 33-
59162) on Form S-8 of Payless Cashways, Inc. of our audit report dated June 20,
1994 relating to the statement of net assets available for benefits of Payless
Cashways, Inc. Employee Savings Plan as of December 31, 1993 and 1992, and the
related statements of changes in net assets available for benefits for the years
then ended and the related supplemental schedules, which report is included
herein.
s/ KPMG Peat Marwick
Kansas City, Missouri
June 29, 1994
<PAGE>
Exhibit 99.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
/ X / Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934 (fee required)
For the fiscal year ended December 31, 1993
Or
/ / Transition report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 (No fee required)
For the transition period from to
------------ -------------
Commission file number 1-8210
--------------------------------------
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below: Payless Cashways, Inc.
Employee Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office: Payless Cashways, Inc.
2300 Main, P.O. Box 419466
Kansas City, MO 64141-0466
<PAGE>2
The financial statements for the Payless Cashways, Inc. Employee Savings Plan
for the fiscal year ended December 31, 1993 have been filed in paper format
under cover of Form SE.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Payless Cashways, Inc.
Employee Savings Plan
-------------------------------
(name of plan)
Date: June 29, 1994 s/ Charles M. Waldron
----------------------- --------------------------------
Charles M. Waldron
Trustee
