FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
ANNUAL REPORT
PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(X) Annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934
Commission file number 1-09100
A. Full title of the plan and the address of
the plan, if different from that of the issuer
named below:
Gottschalks Inc. Retirement Savings Plan
B. Name of issuer of the securities held
pursuant to the plan and the address of
its principal executive office:
Gottschalks Inc.
7 River Park Place East
Fresno, CA 937320
SIGNATURE
The Plan. Pursuant to the requirements of the
Securities Exchange Act of 1934, the
administrator has duly caused this annual
report to be signed on its behalf by the
undersigned hereunto duly authorized.
Gottschalks Inc.
Retirement Savings Plan
Date: June 30, 1999
By /s/ Michael Geele
Senior Vice President/Chief Financial
Officer
GOTTSCHALKS INC.
RETIREMENT SAVINGS PLAN
Financial Statements and
Supplemental Schedules
Years ended December 31, 1998 and 1997
Table of Contents
Independent Accountants' Report 1-2
Financial Statements:
Statements of Net Assets Available for Plan Benefits 3
Statement of Changes in Net Assets Available
for Plan Benefits, With Fund Information for the year
ended December 31, 1998 4
Statement of Changes in Net Assets Available
for Plan Benefits, With Fund Information for the year
ended December 31, 1997 5
Notes to Financial Statements 6
Supplemental Schedules as of and for the year
ended December 31, 1998 12
Schedule of Assets Held for Investment Purposes
Schedule of Loans or Fixed Income Obligations
Schedule of Reportable Transactions
To the Participants and
Plan Administrator of the
Gottschalks Inc. Retirement Savings Plan
INDEPENDENT ACCOUNTANTS' REPORT
We were engaged to audit the financial
statements and supplemental schedules of the
Gottschalks Inc. Retirement Savings Plan (the
Plan) as of December 31, 1998 and 1997, and
for the years then ended, as listed in the
accompanying table of contents. These
financial statements are the responsibility of
the Plan'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 audits 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 the Plan's 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 financial statements
referred to above present fairly, in all
material respects, the net assets available
for plan benefits of the Plan as of December
31, 1998 and 1997, and the changes in net
assets available for plan benefits for the
years then ended in conformity with generally
accepted accounting principles.
Our audits were conducted for the purpose
of forming an opinion on the basic financial
statements taken as a whole. The supplemental
information included in the supplemental
schedules is presented for the purpose of
additional analysis and is not a required part
of the basic financial statements but is
supplementary information required by the
Department of Labor's Rules and Regulations
for Reporting and Disclosure under the
Employee Retirement Income Security Act of
1974. This supplemental information is the
responsibility of the Plan's management. The
fund information in the statement of changes
in net assets available for plan benefits,
with fund information is presented for
purposes of additional analysis rather
than to present the changes in net assets
available for plan benefits for each fund.
The supplemental information and fund
information have been subjected to the
auditing procedures applied in the audits of
the basic financial statements and, in our
opinion, are fairly stated in all material
respects in relation to the basic financial
statements taken as a whole.
\s\ MOHLER, NIXON & WILLIAMS
MOHLER, NIXON & WILLIAMS
Accountancy Corporation
Campbell, California
April 29, 1999
GOTTSCHALKS INC.
RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
------------------------------------------
<TABLE>
<CAPTION>
GOTTSCHALKS INC.
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN
BENEFITS
December 31,
-------------------------------
1998 1997
---------- ----------
<S> <C> <C>
Investments, at fair value $16,544,573 $13,868,347
Assets held for
investment purposes 16,544,573 13,868,347
Cash 277,899
Employer's contribution
receivable 94,061 221,722
----------- -----------
Net assets available
for plan benefits $16,916,533 $14,090,069
=========== ==========
</TABLE>
See independent accountants' report and
accompanying notes to financial statements.
<TABLE>
<CAPTION>
GOTTSCHALKS INC.
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
For the year ended December 31, 1998
- ---------------------------------------
Net assets
available for Contributions Withdrawals Dividends
plan benefits at Employers' and and and
December 31, 1997 contributions rollovers distributions interest
------------------ -------------- ---------- ------------- ---------
Self-Participant Directed:
- ---------------------------
Schwab Value
Advantage
<S> <C> <C> <C> <C> <C>
Fund $861,368 ($514) $248,349 ($162,136) $39,845
Strong
Advantage
Fund -- 17,100 90
Warburg Pincus
Fixed
Income -- 18,679 109
Loomis Sayles
Bond -- 3,594 (11) 445
Schwab S & P
500 -- 223,104 (7,804) 10,628
Sound Shore -- 25,804 (11) 286
Managers Special
Equity -- 25,127 (23) 47
Janus
Worldwide -- 32,483 (23) 365
Defensive
Strategy
Fund 651,829 158,943 (85,243) 41,145
Conservative
Strategy
Fund 1,194,600 339,210 (139,154) 66,633
Moderate Strategy
Fund 2,554,895 654,165 (228,286) 93,865
Aggressive
Strategy
Fund 2,978,403 792,231 (297,404) 72,768
Diversified
Strategy
Fund -- 46,591 (95) 488
DFA U.S. Large
Company 561,151 138,285 (37,941) 4,689
Gottschalks Inc.
Common Stock
Fund 1,685,958 (17,871) 190,670 (143,747) 461
Receivables 221,722 (127,661)
Participant
loans 815,854 (115,798) 71,420
Non-Participant Directed:
- --------------------------
Gottschalks Inc.
Common Stock
Fund 2,564,289 484,495 (248,706) 462
Cash (holding
account) -- 254,602 23,297
--------- ------- --------- ------- -------
$14,090,069 $338,449 $3,168,937 ($1,443,085) $403,746
</TABLE>
<TABLE>
<CAPTION>
Net appreciation Increase Net assets
(depreciation) (decrease) available for
in fair value of Administrative Transfers in net plan benefits at
investments expenses in (out) assets December 31, 1998
----------------- -------------- --------- --------- -----------------
Self-Participant Directed:
- ---------------------------
Schwab Value
Advantage
<S> <C> <C> <C> <C>
Fund ($5,621) ($39,370) $80,553 $941,921
Strong
Advantage
Fund ($2) (1) (254) 16,933 16,933
Warburg Pincus
Fixed
Income (84) 2,219 20,923 20,923
Loomis Sayles
Bond (53) (7) 6,134 10,102 10,102
Schwab S & P
500 139,932 (1,636) 994,186 1,358,410 1,358,410
Sound Shore 4,691 (49) 30,607 61,328 61,328
Managers Special
Equity 3,528 (18) 12,134 40,795 40,795
Janus
Worldwide 7,686 (54) 56,580 97,037 97,037
Defensive
Strategy
Fund 3,514 (4,672) (8,708) 104,979 756,808
Conservative
Strategy
Fund 54,339 (8,683) 92,018 404,363 1,598,963
Moderate Strategy
Fund 165,663 (17,480) (388,515) 279,412 2,834,307
Aggressive
Strategy
Fund 303,473 (21,532) (63,523) 786,013 3,764,416
Diversified
Strategy
Fund 9,496 (64) 53,863 110,279 110,279
DFA U.S. Large
Company 75,827 (4,046) (737,965) (561,151) --
Gottschalks Inc.
Common Stock
Fund (135,107) (2,565) (96,083) (204,242) 1,481,716
Receivables (127,661) 94,061
Participant
loans 86,345 41,967 857,821
Non-Participant Directed:
- --------------------------
Gottschalks Inc.
Common Stock
Fund (205,493) (2,565) 322 28,525 2,592,814
Cash (holding
account)
277,899 277,899
--------- ------- -------- -------- ----------
$ 427,410 ($68,993) $ -- $2,826,464 $16,916,533
</TABLE>
See independent accountants' report and
accompanying notes to financial statements.
<TABLE>
<CAPTION>
GOTTSCHALKS INC.
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
INFORMATION
For the year ended December 31, 1997
- ---------------------------------------
Net assets
available for Contributions Withdrawals Dividends
plan benefits at Employers' and and and
December 31, 1996 contributions rollovers distributions Interest
----------------- ------------- ---------- ------------- --------
Self-Participant Directed:
- ---------------------------
Schwab Value
Advantage
<S> <C> <C> <C> <C> <C>
Fund $844,750 ($785) $201,837 ($171,088) $46,227
Defensive
Lifestyle
Fund 592,775 140,699 (57,239) 36,309
Conservative
Lifestyle
Fund 946,940 279,904 (99,858) 68,786
Moderate
Lifestyle
Fund 2,083,610 594,340 (212,557) 154,579
Aggressive
Lifestyle
Fund 2,541,985 709,271 (253,165) 188,962
DFA U.S. Large
Company -- 122,359 (789) 6,876
Gottschalks Inc.
Common Stock
Fund 1,209,560 164,666 (180,759) 391
Receivables 277,859 (56,137)
Participant
loans 660,600 (48,459) 62,093
Non-Participant Directed:
- --------------------------
Gottschalks Inc.
Common Stock
Fund 1,253,773 737,170 (214,690) 392
--------- ------- --------- -------- -------
$10,411,852 $680,248 $2,213,076 ($1,238,604) $564,615
</TABLE>
<TABLE>
<CAPTION>
Net assets
Net appreciation available
(depreciation) Increase for plan
in fair value of Administrative Transfers (decrease) benefits at
investments expenses in (out) in net assets December 31, 1997
--------------- ------------- -------- ------------- -----------------
Self-Participant Directed:
- ---------------------------
Schwab Value
Advantage
<S> <C> <C> <C> <C>
Fund ($5,087) ($54,486) $16,618 $861,368
Defensive
Lifestyle
Fund $1,588 (4,312) (57,991) 59,054 651,829
Conservative
Lifestyle
Fund 4,361 (8,194) 2,661 247,660 1,194,600
Moderate
Lifestyle
Fund 4,402 (16,665) (52,814) 471,285 2,554,895
Aggressive
Lifestyle
Fund (19,545) (19,383) (169,722) 436,418 2,978,403
DFA U.S. Large
Company 75,153 (2,080) 359,632 561,151 561,151
Gottschalks Inc.
Common Stock
Fund 662,543 (1,035) (169,408) 476,398 1,685,958
Receivables (56,137) 221,722
Participant
loans 141,620 155,254 815,854
Non-Participant Directed:
- --------------------------
Gottschalks Inc.
Common Stock
Fund 788,171 (1,035) 508 1,310,516 2,564,289
--------- ------- -------- --------- ---------
$1,516,673 ($57,791) $ -- $3,678,217 $14,090,069
</TABLE>
See independent accountants' report and
accompanying notes to financial statements.
GOTTSCHALKS INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997
--------------------------
Note 1 - The Plan and its significant
accounting policies:
The following description of the
Gottschalks Inc. (the Company) Retirement
Savings Plan (the Plan) provides only general
information. Participants should refer to the
Plan agreement for a more complete description
of the Plan's provisions.
The Plan is a defined contribution plan
that was established in 1986 by the Company to
provide benefits to eligible employees. The
Plan covers all full-time employees of the
Company who have a minimum of one year of
service with not less than 1,000 hours of
service, are age 21 or older and not otherwise
covered by a collective bargaining agreement,
or a leased employee.
During 1998, the Company acquired Harris
Company and all the participants of the Harris
Company 401(k) Plan, who became employees of
the Company were allowed to rollover their
account balances into the Plan.
The Plan administrator believes that the
Plan is currently designed and operated in
compliance with the applicable requirements of
the Internal Revenue Code and the provisions
of the Employee Retirement Income Security Act
of 1974 (ERISA).
Administration -
The Company has appointed an
Administrative Committee (the Committee) to
manage the operation and administration of the
Plan. A third-party administrator, appointed
by the Committee, processes and maintains the
records of participant data. The Company
contracted with The Charles Schwab Trust
Company (Charles Schwab) to act as the
trustee. All significant expenses incurred
for administering the Plan are paid by the
Company, except for loan fees, which are paid
by participants and an annual management
trustee fee ranging from 0.10% to 0.16% of
Plan assets, which are paid by the Plan.
Investments -
During 1998 and 1997, investments of the
Plan were held by Charles Schwab, and invested
based solely upon instructions received from
participants for participant directed funds.
During 1998 the Plan made changes to the
investment options and participants could
direct their employee contributions among any
of the investment options. No assurance of
actual fund performance can be given.
Employer contributions to the Plan are non-
participant directed and invested in the
Gottschalks Inc. Common Stock Fund.
During 1998, Strategy Portfolio funds
replaced Lifestyle funds.
Fund options available to Plan
participants during the year ended December
31, 1998 were as follows:
Schwab Value Advantage Fund - Funds
were invested in a money market
account.
Strategy Portfolio Funds - Funds
were invested in five diversified
strategy portfolios consisting of
Strong Advantage Fund, Warburg
Pincus Fixed Income Fund, Loomis
Sayles Bond Fund, Federated High
Yield Fund, PIMCO Foreign Fund,
Schwab S & P 500 Fund, Sound Shore
Fund, Managers Special Equity Fund,
Davis Real Estate Fund and Janus
Worldwide Fund. The allocation of
investments within each of the
portfolios varies among the funds to
provide for different levels of
risk.
Mutual Funds - Funds were invested
in individual mutual funds including
Strong Advantage Fund, Warburg
Pincus Fixed Inc. Fund, Loomis
Sayles Bond Fund, Schwab S & P 500
Fund, Sound Shore Fund, Managers
Special Equity Fund, and Janus
Worldwide Fund.
Gottschalks Inc. Common Stock Fund -
Funds were invested in common stock
of Gottschalks Inc.
Fund options available to Plan
participants during the year ended December
31, 1997 were as follows:
Schwab Value Advantage Fund - Funds
were invested in a money market
account.
Lifestyle Funds - Funds were
invested in DFA One-Year Fixed
Income Portfolio, DFA U.S. Large Cap
Value Fund, DFA 9-10 U.S. Small
Company Fund, DFA International
Value Portfolio and International
Small Cap Value Portfolio. The
allocation of investments within
each of the portfolios varies among
the Lifestyle Funds to provide for
different levels of risk.
DFA U.S. Large Stock Fund - Funds
were invested in U.S. large company
stocks. This fund was available
effective April 1, 1997.
Gottschalks Inc. Common Stock Fund -
Funds were invested in common stock
of Gottschalks Inc.
The Plan's investments are valued at fair
value as of the last day of the Plan year, as
measured by quoted market prices.
Cash and cash equivalents -
All highly liquid investments purchased
with an original maturity of three months or
less (generally money market funds) are
considered to be cash equivalents.
Vesting -
Participants are immediately vested in
their salary deferral, rollover contributions
and related earnings. A participant vests
ratably and is fully vested in the employer?s
matching contributions allocated to their
account after four years of credited service
or after age 65, or because of disability or
death.
Income taxes -
The Plan has received a favorable
determination letter dated April 10, 1998.
However, the Company intends that the Plan
continue to qualify under the applicable
requirements of the Internal Revenue Code and
related state statutes, and is exempt from
federal income and state franchise taxes.
Estimates -
The preparation of financial statements
in conformity with generally accepted
accounting principles requires management to
make estimates and assumptions that affect the
reported amounts of assets and liabilities,
and changes therein, and disclosure of
contingent assets and liabilities. Actual
results could differ from those estimates.
Risks and uncertainties -
The Plan provides for various investment
options in any combination of stocks, bonds,
fixed income securities, mutual funds and
other investment securities. Investment
securities are exposed to various risks, such
as interest rate, market fluctuations and
credit risks. Due to the level of risk
associated with certain investment securities,
it is at least reasonably possible that
changes in risks in the near term would
materially affect participants' account
balances and the amounts reported in the
statements of net assets available for plan
benefits and the statements of changes in net
assets available for plan benefits.
Note 2 - Participation and benefits:
Employee contributions -
Effective January 1, 1998, participants
may elect to have the Company contribute a
percentage, from 1% to 20% (up to 15% prior to
January 1, 1998), of their eligible pre-tax
compensation up to the amount allowable under
current income tax regulations. Participants
who elect to have the Company contribute a
portion of their compensation to the Plan
agree to accept an equivalent reduction in
taxable compensation. Contributions withheld
are invested in accordance with the
participant?s direction and are allocated to
funds in whole percentage increments.
Participants are also allowed to make
rollover contributions of amounts received
from other tax-qualified employer-sponsored
retirement plans. Such contributions are
deposited in the appropriate investment funds
in accordance with the participant?s direction
and the Plan's provisions.
Employer contributions -
The Company is allowed to make matching
contributions as defined in the Plan and as
approved by the Board of Directors. The
Company's contributions may be made in the
form of cash or common stock of the Company.
During 1998, the Company made discretionary
contributions on a quarterly basis of up to 3%
of a participants' quarterly eligible
compensation. The Company's actual
contribution is reduced by available
forfeitures, if any, during the Plan year.
During 1998, the Company made matching
contributions of $338,449 which includes
forfeitures of $18,385, and during 1997 the
Company made matching contributions of
$680,248, which includes forfeitures of
$18,225.
Participant accounts -
Each participant's account is credited
with the participant's contribution, Plan
earnings or losses, administration fees and an
allocation of the Company's contribution, if
any. Allocations of the Company contributions
are based on participant contributions. The
benefit to which a participant is entitled is
the benefit that can be provided from the
participant's vested account.
Payment of benefits -
Upon termination, the participant or
beneficiary will receive the benefits in a
lump-sum amount equal to the value of the
participant's vested interest in his or her
account. The Plan allows for automatic lump-
sum distribution of participant vested account
balances which do not exceed $3,500
Loans to participants -
The Plan allows participants to borrow
not less than $500 and up to the lesser of
$50,000 or 50% of their vested account
balance. The loans are secured by the
participant's vested balance. Such loans bear
interest at the available market financing
rates and must be repaid to the Plan within a
five year period, unless the loan is used for
the purchase of a primary residence in which
case the maximum repayment period is fifteen
years. Interest rates on outstanding
participant loans currently range from 6.1% to
10.5%. The specific terms and conditions of
such loans are established by the Plan
administrator.
Note 3 - Investments:
The following table includes the fair
values of investments and investment funds
that represent 5% or more of the Plan's net
assets at December 31:
<TABLE>
<CAPTION>
1998 1997
--------- --------
<S> <C> <C>
Schwab Value Advantage Fund $ 941,921 $ 861,368
Lifestyle Funds 7,379,727
DFA U.S. Large Company 561,151
Strategy Portfolio Funds 9,064,773
Mutual Funds 1,605,528
Gottschalks Inc. Common
Stock Fund 4,074,530 4,250,247
Participant loans 857,821 815,854
---------- ----------
Total investments at
fair value $16,544,573 $13,868,347
========== ==========
</TABLE>
Note 4 - Party in interest transactions:
Employer contributions are invested in
common stock of the Company. In addition, as
allowed in the Plan, participants may elect to
invest a portion of their accounts in the
common stock of the Company. Aggregate
investment in Company common stock at December
31, 1998 and 1997 was as follows:
<TABLE>
<CAPTION>
Date Number of shares Fair value Cost
---- ---------------- ---------- ----
<C> <C> <C> <C>
1998 533,471 $4,074,530 $4,692,978
1997 512,771 $4,250,247 $4,226,669
</TABLE>
Note 5 - Plan termination and/or modification:
The Company intends to continue the Plan
indefinitely for the benefit of its employees;
however, it reserves the right to terminate
and/or modify the Plan at any time by
resolution of its Board of Directors and
subject to the provisions of ERISA. In the
event the Plan is terminated in the future,
participants would become fully vested in
their accounts.
<TABLE>
<CAPTION>
GOTTSCHALKS INC.
RETIREMENT SAVINGS PLAN
E.I.N.: 77-0159791
Plan #: 001
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1998
-------------------
(a) (b) (c) (d) (e)
Description of investment
Identity of issue, including maturity date, rate
borrower, lessor, of interst, collateral, Current
or similar party par or maturity value Cost Value
- --- ----------------- -------------------------------- ------ ---------
Charles Schwab
<S> <S> <C> <C>
Davis Real Estate Mutual Fund $429,675 $417,817
Federated High Yield Mutual Fund 677,458 658,689
Janus Worldwide Mutual Fund 1,315,378 1,426,893
Loomis Sayles Bond Mutual Fund 626,947 618,979
Managers Special Equity Mutual Fund 794,486 883,055
Pimco Foreign Fund Instl Mutual Fund 589,018 577,565
Schwab Cap S&P 500 E Shrs Mutual Fund 2,358,155 2,652,310
Schwab S&P 500 Mutual Fund 1,222,742 1,358,410
Schwab Ret Mmkt Mutual Fund 6,814 6,814
Schwab Value Adv. Mmkt Mutual Fund 941,921 941,921
Sound Shore Mutual Fund 525,063 571,671
Strong Advantage Mutual Fund 703,116 696,990
Warburg Pincus Fixed Inc. Mutual Fund 812,107 807,922
Gottschalks Stock Common Stock 4,692,978 4,067,716
* Participant Loans Loan Fund (6.8% to 10.5%) 0 857,821
----------
Total assets held for investment
purposes $16,544,573
==========
* Parties-in-interest
</TABLE>
<TABLE>
<CAPTION>
GOTTSCHALKS INC.
RETIREMENT SAVINGS PLAN
SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
December 31, 1998
-----------------------
Amount received
during reporting
year Amount overdue
----------------- --------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Identity & Original Principal Interest Unpaid Detailed Principal Interest
address of amount balance description
obligor of loan at end of of loan
year including dates
of making &
maturity,
interest rate,
the type & value
of the loan & the
terms of the
renegotiation &
other material items
Value
- --------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <S> <C> <C>
* STEVEN AXT 1,611 0 0 1,088 TAKEN ON 9/2/97,
8208 WEST BARSTOW DUE ON 9/3/99,9.5% 495 0
FRESNO, CA 93722
* ANNA RITCHEY 2,000 0 0 1,952 TAKEN ON 3/12/96,
105 W MIRAMONTE 9.25% 1952 0
WOODLAND, CA 95695
* NANCY SEIB 11,600 0 0 10,977 TAKEN ON 8/1/96
6571 N. PLEASANT AVE DUE ON 7/22/2000,
FRESNO, CA 93711 9.25% 331 0
* JIMMY TIRADO 600 0 0 210 TAKEN ON 5/9/97,
27565 ELLIS ST DUE ON 11/13/98,
MADERA, CA 93638 9.5% 210 0
* ROBIN HOOPER-
WOLFE 165 0 0 165 TAKEN ON 4/8/92,
53 E ANDREWS AVE 8.87% 165 0
FRESNO, CA 93704
* ROBIN HOOPER-
WOLFE 237 0 0 237 TAKEN ON 4/22/94,
53 E ANDREWS AVE 8.27% 237 0
FRESNO, CA 93704
</TABLE>
<TABLE>
<CAPTION>
GOTTSCHALKS INC.
RETIREMENT SAVINGS PLAN
E.I.N.: 77-0159791
Plan #: 001
SCHEDULE OF REPORTABLE TRANSACTIONS
For the year ended December 31, 1998
------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Description
of asset
(including
interest rate Expense Current Value
& maturity incurred Cost of asset on
in case Purchase Selling Lease with of transaction Net gain
of a loan) Price Price rental transaction asset date or (loss)
- -- --------- --------- ------- ------ ----------- ----- ---------- ---------
CHARLES SCHWAB:
<S> <C> <S> <S> <S> <C> <C> <C>
DFA 9&10 US SM 146,346 N/A N/A N/A 146,346 146,346 N/A
DFA 9&10 US SM N/A 957,336 N/A N/A 1,040,576 957,336 (83,240)
DFA INTL SMALL 146,152 N/A N/A N/A 146,152 146,152 N/A
DFA INTL SMALL N/A 730,439 N/A N/A 727,876 730,439 2,563
DFA INTL VAL 300,238 N/A N/A N/A 300,238 300,238 N/A
DFA INTL VAL N/A 1,787,265 N/A N/A 1,685,038 1,787,265 102,227
DFA 1 YR FIXED 658,480 N/A N/A N/A 658,480 658,480 N/A
DFA 1 YR FIXED N/A 3,477,921 N/A N/A 3,466,780 3,477,921 11,141
DFA US LRG CAP 297,685 N/A N/A N/A 297,685 297,685 N/A
DFA US LRG CAP N/A 2,073,352 N/A N/A 2,008,358 2,073,352 64,994
DFA US LRG CO.413,994 N/A N/A N/A 413,994 413,994 N/A
DFA LRG CO. N/A 1,050,972 N/A N/A 975,145 1,050,972 75,827
FED HIGH YLD 745,818 N/A N/A N/A 745,818 745,818 N/A
FED HIGH YLD N/A 65,251 N/A N/A 68,360 65,251 (3,109)
JANUS
WRLDWIDE 1,428,091 N/A N/A N/A 1,428,091 1,428,091 N/A
JANUS
WRLDWIDE N/A 103,942 N/A N/A 112,713 103,942 (8,771)
LOOMIS SAYLES 690,699 N/A N/A N/A 690,699 690,699 N/A
LOOMIS SAYLES N/A 63,327 N/A N/A 63,752 63,327 (425)
MNGERS SPEC
EQ 862,998 N/A N/A N/A 862,998 862,998 N/A
MNGERS SPEC
EQ N/A 64,819 N/A N/A 68,512 64,819 (3,693)
PARTIC. LOANS 494,560 N/A N/A N/A 494,560 494,560 N/A
PARTIC. LOANS N/A 452,593 N/A N/A 452,593 452,593 0
SCHWB CAP
500E 2,584,429 N/A N/A N/A 2,584,429 2,584,429 N/A
SCHWB CAP
500E N/A 220,881 N/A N/A 226,274 220,881 (5,393)
SCHWAB S&P
500 1,316,543 N/A N/A N/A 1,316,543 1,316,543 N/A
SCHWAB S&P
500 N/A 98,066 N/A N/A 93,801 98,066 4,265
SCHWAB RET
MM 1,080,062 N/A N/A N/A 1,080,062 1,080,062 N/A
SCHWAB RET
MM N/A 1,093,131 N/A N/A 1,093,131 1,093,131 0
STRONG ADV. 783,743 N/A N/A N/A 783,743 783,743 N/A
STRONG ADV. N/A 80,223 N/A N/A 80,627 80,223 (404)
WBG PINC
FIXED 891,976 N/A N/A N/A 891,976 891,976 N/A
WBG PINC
FIXED N/A 80,170 N/A N/A 79,869 80,170 301
* GOTTS. STOCK 538,083 N/A N/A N/A 538,083 538,083 N/A
* GOTTS. STOCK N/A 330,812 N/A N/A 368,715 330,812 (37,903)
</TABLE>
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by
reference in the Registration Statement (Form
S-8) pertaining to the Gottschalks Retirement
Savings Plan of our report dated April 29,
1999, with respect to the financial statements
and schedules of the Gottschalks Retirement
Savings Plan included in this Annual Report
(Form 11-K) for the year ended December 31,
1998.
\s\ MOHLER, NIXON &
WILLIAMS MOHLER, NIXON & WILLIAMS
Accountancy Corporation
Campbell, California
April 29, 1999
