- --------------------------------------------------------------------------------
PROSPECTUS SUPPLEMENT
To Prospectus dated May 5, 1998
$140,000,000
PAMIDA, INC.
11 3/4% Senior Subordinated
Notes Due 2003
September 17, 1998
- --------------------------------------------------------------------------------
RECENT DEVELOPMENTS
Attached hereto and incorporated herein by this reference are copies of the
Quarterly Reports on Form 10-Q of Pamida, Inc. and Pamida Holdings Corporation
for the quarterly period ended August 2, 1998.
- - - - - - - - - - - - - - - - - - - - - - - - - - - -
This Prospectus Supplement, together with the Prospectus dated May 5, 1998
(including the Prospectus Appendix), is to be used by Citicorp Securities, Inc.
in connection with offers of the Notes referred to above in market-making
transactions at negotiated prices related to prevailing market prices at the
time of sale. Citicorp Securities, Inc. may act as principal or agent in such
transactions.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR
[X] 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 2, 1998
--------------
Commission File Number 33-57990
--------
PAMIDA, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 47-0626426
- ------------------------------- ----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
8800 "F" Street, Omaha, Nebraska 68127
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(402) 339-2400
----------------------------------------------------
(Registrant's telephone number, including area code)
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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
Class of Common Stock Outstanding at September 8, 1998
--------------------- --------------------------------
Common Stock 1,000 Shares
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAMIDA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
<S> <C> <C>
ASSETS: August 2, February 1,
Current assets: 1998 1998
--------- -----------
Cash ....................................................... $ 8,505 $ 6,816
Accounts receivable, less allowance for
doubtful accounts of $50 ............................... 10,518 8,901
Merchandise inventories .................................. 160,895 152,927
Prepaid expenses ......................................... 3,694 2,838
--------- -----------
Total current assets ................................... 183,612 171,482
Property, buildings and equipment, less accumulated
depreciation and amortization of $65,201 and $63,738 ..... 39,195 40,812
Leased property under capital leases, less accumulated
amortization of $16,665 and $15,387 ...................... 29,605 25,181
Deferred financing costs ................................... 2,548 2,755
Other assets ............................................... 19,666 20,613
--------- -----------
$ 274,626 $ 260,843
========= ===========
LIABILITIES AND STOCKHOLDER'S EQUITY:
Current liabilities:
Accounts payable ......................................... $ 60,306 $ 47,687
Loan and security agreement .............................. 39,851 45,194
Accrued compensation ..................................... 4,933 5,768
Accrued interest ......................................... 6,595 6,668
Store closing reserve .................................... 789 1,564
Other accrued expenses ................................... 16,851 12,067
Income taxes - deferred and current payable .............. 13,656 15,445
Current maturities of long-term debt ..................... 47 47
Current obligations under capital leases ................. 1,845 1,843
--------- -----------
Total current liabilities ............................. 144,873 136,283
Long-term debt, less current maturities .................... 140,266 140,289
Obligations under capital leases,
less current obligations ................................. 36,897 32,156
Other long-term liabilities ................................ 4,305 3,012
Commitments and contingencies .............................. - -
Common stockholder's equity:
Common stock, $.01 par value; 10,000 shares authorized;
1,000 shares issued and outstanding, ................... - -
Additional paid-in capital ............................... 17,000 17,000
Accumulated deficit ...................................... (68,715) (67,897)
--------- -----------
Total common stockholder's deficit ..................... (51,715) (50,897)
--------- -----------
$ 274,626 $ 260,843
========= ===========
</TABLE>
See notes to consolidated financial statements
PAMIDA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands)
(Unaudited)
Three Months Ended Six Months Ended
--------------------- ---------------------
August 2, August 3, August 2, August 3,
1998 1997 1998 1997
--------- --------- --------- ---------
Sales ......................... $ 170,169 $ 163,217 $ 314,701 $ 307,781
Cost of goods sold ............ 126,861 121,715 237,033 233,011
--------- --------- --------- ---------
Gross profit .................. 43,308 41,502 77,668 74,770
--------- --------- --------- ---------
Expenses:
Selling, general and
administrative ............ 34,659 33,271 66,387 64,240
Interest .................... 6,246 6,415 12,607 12,960
--------- --------- --------- ---------
40,905 39,686 78,994 77,200
--------- --------- --------- ---------
Income (loss) before income
tax provision (benefit) ..... 2,403 1,816 (1,326) (2,430)
Income tax provision (benefit) 920 - (508) -
--------- --------- --------- ---------
Net income (loss) ............. $ 1,483 $ 1,816 $ (818) $ (2,430)
========= ========= ========= =========
See notes to consolidated financial statements.
PAMIDA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
Six Months Ended
-----------------------
August 2, August 3,
1998 1997
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss .......................................... $ (818) $ (2,430)
--------- ---------
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization of fixed assets
and intangibles ............................. 6,143 5,885
Provision for LIFO inventory valuation ........ 500 433
Gain on disposal of assets .................... (1,000) (77)
Decrease in store closing reserve ............. (996) (2,028)
(Increase) decrease in merchandise inventories (8,468) 9,817
Increase in other operating assets ............ (7,349) (4,271)
Increase (decrease) in accounts payable ....... 12,619 (930)
Increase in other operating liabilities ....... 3,601 7,310
--------- ---------
Total adjustments .......................... 5,050 16,139
--------- ---------
Net cash from operating activities ....... 4,232 13,709
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal of assets ................... 2,068 1,906
Proceeds from sale-leaseback of store facilities ... 8,389 -
Changes in constructed stores to be refinanced
through lease financing .......................... (1,440) 1,765
Principal payments received on notes receivable .... 10 9
Capital expenditures ............................... (5,155) (4,833)
--------- ---------
Net cash from investing activities ...... 3,872 (1,153)
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under loan and security agreement, net . (5,343) (9,905)
Principal payments on capital lease obligations ... (958) (891)
Payments for deferred finance costs ............... (91) (225)
Principal payments on long-term debt .............. (23) (23)
--------- ---------
Net cash used in financing activities .... (6,415) (11,044)
--------- ---------
Net increase in cash ................................ 1,689 1,512
Cash at beginning of year ........................... 6,816 6,973
--------- ---------
Cash at end of period ............................... $ 8,505 $ 8,485
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
(1) Cash paid (received) during the period for:
Interest ..................................... $ 12,680 $ 13,459
Income taxes:
Payments to taxing authorities ............. 1,419 32
Refunds received from taxing authorities ... (137) (3,798)
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
FINANCING ACTIVITIES:
Capital lease obligations incurred when
the Company entered into lease agreements
for new store facilities. ................ 5,701 -
See notes to consolidated financial statements.
PAMIDA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED AUGUST 2, 1998 AND AUGUST 3, 1997
(Unaudited)
(Dollars in Thousands)
1. MANAGEMENT REPRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information. In the opinion of management, all
adjustments necessary for a fair presentation of the results of operations
for the interim periods have been included. All such adjustments are of a
normal recurring nature. Because of the seasonal nature of the business,
results for interim periods are not necessarily indicative of a full year's
operations. The accounting policies followed by Pamida, Inc. (the
"Company") and additional footnotes are reflected in the consolidated
financial statements contained in the Form 10-K Annual Report of the
Company for the fiscal year ended February 1, 1998.
2. INVENTORIES
Substantially all inventories are stated at the lower of cost (last-in,
first-out) or market. Total inventories would have been higher at August 2,
1998 and February 1, 1998 by $7,680 and $7,180, respectively, had the FIFO
(first-in, first-out) method been used to determine the cost of all
inventories. Quarterly LIFO inventory determinations reflect assumptions
regarding fiscal year-end inventory levels and the estimated impact of
annual inflation. Actual inventory levels and annual inflation could vary
from estimates made on a quarterly basis.
3. NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the FASB adopted SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information". SFAS 131, effective for fiscal
1999, redefines how operating segments are determined and requires
disclosure of certain financial and descriptive information about a
company's operating segments. The Company currently complies with most
provisions of this statement and any incremental disclosure required is
expected to be minimal.
In March 1998, the Accounting Standards Executive Committee ("AcSEC")
issued Statement of Position ("SOP") No. 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use." The SOP is
effective for financial statements for fiscal years beginning after
December 15, 1998. The Company has not yet determined the impact of this
accounting pronouncement.
In April 1998, the AcSEC issued SOP No. 98-5, "Reporting on the Costs of
Start-Up Activities", which requires that costs of start-up activities and
organization costs be expensed as incurred. The SOP is effective for
financial statements for fiscal years beginning after December 15, 1998.
The Company will continue its historical practice of expensing start-up
costs as incurred.
4. RECLASSIFICATIONS
Certain reclassifications have been made to the prior year's financial
statements to conform to the current year's presentation.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Thousands)
The following is management's discussion and analysis of certain significant
factors which have affected the Company's results of operations and financial
condition for the periods included in the accompanying consolidated financial
statements.
RESULTS OF OPERATIONS
The following table sets forth an analysis of various components of the
Consolidated Statements of Operations as a percentage of sales for the three and
six months ended August 2, 1998 and August 3, 1997:
August 2, August 3, August 2, August 3,
1998 1997 1998 1997
--------- --------- --------- ---------
Sales 100.0% 100.0% 100.0% 100.0%
Cost of goods sold 74.6% 74.6% 75.3% 75.7%
--------- --------- --------- ---------
Gross profit 25.4% 25.4% 24.7% 24.3%
Selling, general and
administrative expense 20.3% 20.4% 21.1% 20.9%
--------- --------- --------- ---------
Operating income 5.1% 5.0% 3.6% 3.4%
Interest expense 3.7% 3.9% 4.0% 4.2%
--------- --------- --------- ---------
Income (loss) before income
tax provision (benefit) 1.4% 1.1% (0.4)% (0.8)%
Income tax provision (benefit) 0.5% - (0.1)% -
--------- --------- --------- ---------
Net income (loss) 0.9% 1.1% (0.3)% (0.8)%
========= ========= ========= =========
SALES - During the second quarter and first six months of fiscal 1999, sales in
comparable stores increased $8,394 or 5.3% and $10,196 or 3.4%, respectively, as
compared to the second quarter and first six months of last year. Total sales
for the second quarter and first six months of fiscal 1999 increased by $6,952
or 4.3% and $6,920 or 2.2%, respectively, as compared to the same periods last
year.
The Company operated 149 stores at the end of the first quarter of both fiscal
1999 and 1998 and operated 147 stores at the end of the second quarter of fiscal
1999 as compared with 149 stores at the end of the second quarter last year.
Since August 3, 1997 the Company has opened two stores in new markets, relocated
two stores and closed four stores. The increase in comparable store sales was
the result of targeted merchandising initiatives in departments such as
pantries, pet supplies, domestics, shoes and seasonal categories which helped to
drive customer traffic.
The Company experienced sales increases in most merchandise categories during
the second quarter of fiscal 1999. The largest dollar increases were in pharmacy
prescriptions, lawn and garden, yarns and crafts, pets, bath and floor,
consumables, athletic shoes, paper and cleaning, juniors apparel and team
sports. The Company experienced sales declines in several categories, with
automotive and several women's apparel categories experiencing the largest
declines.
GROSS PROFIT increased $1,806 or 4.4% and $2,898 or 3.9% for the second quarter
and first six months, respectively, of fiscal 1999 compared to the same periods
last year. As a percent of sales, gross profit was 25.4% for the second quarter
of both years and increased to 24.7% for the first six months of fiscal 1999
from 24.3% for the same period last year. The margin percent improvement for the
first six months of the year versus last year was due primarily to modest margin
improvements in a majority of the merchandise categories.
SELLING, GENERAL AND ADMINISTRATIVE (SG&A) expense, in line with the Company's
plan, increased $1,388 or 4.2% for the second quarter of fiscal 1999 compared to
the second quarter of fiscal 1998 and increased $2,147 or 3.3% for the first six
months of fiscal 1999 compared to the same period last year. As a percentage of
sales, SG&A expense was 20.3% and 20.4% for the second quarter of fiscal 1999
and 1998, respectively, and was 21.1% and 20.9%, respectively, for the first
half of fiscal 1999 and 1998.
Over half of the net increase in SG&A expense for the second quarter and the
first half of fiscal 1999 over the same periods last year was attributable to
higher corporate general and administrative expenses, primarily due to increases
in payroll, incentive compensation and depreciation and amortization charges.
Store payroll costs increased slightly over last year to accommodate normal
compensation increases, minimum wage increases and to support higher sales.
Store fixed expenses also increased slightly due to the effect of higher costs
of new store locations.
INTEREST expense decreased $169 or 2.6% for the second quarter of fiscal 1999
compared to the same period of fiscal 1998 and decreased $353 or 2.7% for the
first half of fiscal 1999 compared to the same period last year. The decrease
was attributable to decreased average revolver borrowings and related interest
due to the cumulative effect of improved financial performance.
INCOME TAX PROVISION - The Company had deferred tax assets, initially recorded
at the end of fiscal 1996, related to certain tax credit carryforwards which
resulted from prior year store closing charges. The Company had also recorded a
valuation allowance related to these assets. The Company's valuation allowance
was utilized during fiscal 1998 to partially offset income taxes from normal
operating activities of the Company. No provision for income taxes was recorded
during fiscal 1997 as this expense was offset by the reversal of a portion of
the valuation allowance. The Company expects that operations in future periods
will be taxed at a normal tax rate.
LIQUIDITY AND CAPITAL RESOURCES
The Company's business is seasonal with first quarter sales (February through
April) lower than sales during the other three quarters; fourth quarter sales
(November through January) have represented approximately 29% of the full year's
sales in recent years and normally involve a greater proportion of higher margin
sales.
The Company has satisfied its seasonal liquidity requirements primarily through
a combination of funds provided from operations and from a revolving credit
facility. Funds provided by operating activities totaled $4,232 for the first
six months of fiscal 1999, and totaled $13,709 in the same period last year. The
decrease in cash flow from operating activities from fiscal 1998 to fiscal 1999
was primarily the result of planned increases in inventory to support an
improved inventory in-stock position and changes in other operating assets and
liabilities. These items were offset somewhat by increased accounts payable and
improvements in net income.
The Company's committed Loan and Security Agreement (the Agreement) was amended
and restated on July 2, 1998 and provides funds to July 2001. The amendment
increased the maximum borrowing limit to $125,000 from $95,000 and reduced
interest rates by 75 basis points. The amended $125,000 facility includes a
$25,000 supplemental facility primarily intended for real estate development
activities, which the Company plans to use to accelerate its new store opening
program in fiscal 2000.
Borrowings under the Agreement bear interest at a rate which is tied to the
prime rate (as defined) or the London Interbank Offered Rate (LIBOR), generally
at the Company's discretion. Included in the July 2, 1998 amendment to the
Agreement were provisions substantially increasing the maximum permitted
borrowings available to the Company at any given time. The amounts the Company
is permitted to borrow are determined by a formula based upon the amount of the
Company's eligible inventory from time to time. Such borrowings are secured by
security interests in all of the current assets (including inventory) of the
Company and by liens on certain real estate interests and other property of the
Company. Pamida Holdings Corporation ("Holdings") and two subsidiaries of the
Company have guaranteed the payment and performance of the Company's obligations
under the Agreement and have pledged some or all of their respective assets,
including the stock of the Company owned by Holdings, to secure such guarantees.
The Agreement contains provisions imposing operating and financial restrictions
on the Company. The Agreement requires the achievement of specified minimum
amounts of cash flow (as defined). Other restrictions in the Agreement and those
provided under the Indenture relating to the Senior Subordinated Notes will
affect, among other things, the ability of the Company to incur additional
indebtedness, pay dividends, repay indebtedness prior to its stated maturity,
create liens, enter into leases, sell assets or engage in mergers or
acquisitions, make capital expenditures and make investments. These covenants
currently have not had an impact on the Company's ability to fully utilize the
revolving credit facility. However, certain of the covenants, such as those
which restrict the ability of the Company to incur indebtedness, engage in
sale/leaseback transactions, or encumber its property, may at some future time,
unless waived or amended, prevent the Company from pursuing its store expansion
program at the rate that the Company desires.
Obligations under the Agreement were $39,851 at August 2, 1998 and $47,210 at
August 3, 1997. Total unused borrowing availability under the Agreement as of
August 2, 1998 totaled $75,109 as compared to $25,490 at the end of the same
period last year. As noted above, this facility expires in March 2001, and the
Company intends to refinance any outstanding balance by such date. Borrowings
under the Agreement are senior to the Senior Subordinated Notes of the Company.
The Company had long-term debt and obligations under capital leases of $177,163
at August 2, 1998 and $173,481 at August 3, 1997. The Company's ability to
satisfy scheduled principal and interest payments under such obligations in the
ordinary course of business is dependent primarily upon the sufficiency of the
Company's operating cash flow and refinancings. At August 2, 1998, the Company
was in compliance with all covenants contained in its various financing
agreements.
On December 18, 1992, the promissory notes of Holdings were amended effective as
of December 1, 1992 to provide that, until the obligations of the Company and
Holdings under certain of the Company's credit agreements had been repaid, the
quarterly interest payments on the promissory notes of Holdings were to be
paid-in-kind. Holdings repaid all of the promissory notes with common stock of
the Company on November 18, 1997.
Holdings reclassified all preferred stock into common stock of Holdings
effective November 18, 1997. Accordingly, Holdings has no remaining obligations
related to its preferred stock as of the end of fiscal 1998. Since Holdings
conducts no operations of its own, prior to the November 18, 1997
reclassification of the preferred stock, the only cash requirement of Holdings
related to preferred stock dividends in the aggregate annual amount of
approximately $316; and the Company was expressly permitted under its then
existing credit facilities to pay dividends to Holdings to fund such preferred
stock dividends. However, the General Corporation Law of the State of Delaware,
under which the Company and Holdings are incorporated, allows a corporation to
declare or pay a dividend only from its surplus or from the current or the prior
year's earnings. Due to the retained deficit resulting primarily from the store
closings and the write-off of goodwill and other long-lived assets recognized in
the fourth quarter of fiscal 1996, the Company and Holdings did not declare or
pay any cash dividends in fiscal 1998.
The Company made capital expenditures of $5,155 in the first half of fiscal 1999
compared to $4,833 during the same period last year. The Company also made
expenditures of $4,102 and $2,434 in the first six months of fiscal 1999 and
1998, respectively, related to information systems software. The Company plans
to open a total of six new stores in fiscal 1999 and will consider additional
opportunities for new store locations as they arise. Capital expenditures and
information systems software costs are expected to total approximately $15,000
in fiscal 1999. The Company expects to fund these expenditures from cash flow
from its operations. The costs of buildings and land for new store locations are
expected to be financed by operating or capital leases with unaffiliated
landlords, as well as borrowings under the Agreement. The Company's expansion
program also will require inventory of approximately $1,000 to $1,200 for each
new market store, which the Company expects to finance through trade credit,
borrowings under the Agreement and cash flow from operations.
In the first half of 1998, the Company sold and leased back six store properties
with net cash proceeds totaling $8,389. The leases are classified as capital and
operating leases for four and two store properties, respectively. The annual
lease payments for the six store properties for each of the next five years
total $933.
The Company's cash flow from operations, along with the Agreement, should
provide adequate resources to meet the Company's near term liquidity
requirements. On a long-term basis, the Company's expansion will require
continued investments in store locations, distribution and infrastructure
enhancements and working capital. The Company expects to continue to finance
these investments through cash flow from operations, leases from unaffiliated
landlords, trade credit and borrowings under the Agreement. The Company is also
exploring additional sources of funds which may include additional capital
structure changes. Currently, it is not possible for the Company to predict with
any certainty either the timing or the availability of such additional
financing.
INFLATION
The Company uses the LIFO method of inventory valuation in its financial
statements; as a result, the cost of merchandise sold approximates current
costs. The Company's rental expense is generally fixed except for some
percentage rents and periodic rental adjustments.
FORWARD-LOOKING STATEMENTS
This management's discussion and analysis contains certain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "1995 Act"). Such statements are made in good faith by the Company
pursuant to the safe-harbor provisions of the 1995 Act. In connection with these
safe-harbor provisions, this management's discussion and analysis contains
certain forward-looking statements which reflect management's current views and
estimates of future economic circumstances, industry conditions, company
performance, Year 2000 compliance and financial results. The statements are
based on many assumptions and factors including sales results, expense levels,
competition and interest rates as well as other risks and uncertainties inherent
in the Company's business, capital structure and the retail industry in general.
Any changes in these factors could result in significantly different results for
the Company. Plans for new stores are subject to numerous contingencies
discussed in the Company's Form 10-K Annual Report. The Company further cautions
that the forward-looking information contained herein is not exhaustive or
exclusive. The Company does not undertake to update any forward-looking
statements which may be made from time to time by or on behalf of the Company.
PART II - OTHER INFORMATION
ITEMS 1 -5.
None.
ITEM 6:
(a) Exhibits.
10.1 Amended and Restated Loan and Security Agreement by and
among Congress Financial Corporation (Southwest) and
BankAmerica Business Credit, Inc., as Lenders, Congress
Financial Corporation (Southwest), as Agent for Lenders, and
Pamida, Inc. and Seaway Importing Company, as Borrowers,
dated July 2, 1998.
10.2 Reaffirmation of Guarantee and Security Agreement by Pamida
Holdings Corporation dated July 2, 1998, and original
Guarantee of Pamida Holdings Corporation dated March 30,
1993 (relates to Exhibit 10.1).
27.1 Financial Data Schedule (EDGAR version only).
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter for which
this report is filed.
SIGNATURES
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.
PAMIDA, INC.
------------
(Registrant)
Date: September 15, 1998 By: /S/ Steven S. Fishman
------------------ ---------------------
Steven S. Fishman, Chairman,
President and Chief Executive
Officer
Date: September 15, 1998 By: /S/ Todd D. Weyhrich
------------------ --------------------
Todd D. Weyhrich
Vice President, Controller and
Chief Accounting Officer
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR
[X] 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 2, 1998
--------------
Commission File Number 1-10619
-------
PAMIDA HOLDINGS CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 47-0696125
- ------------------------------- ----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
8800 "F" Street, Omaha, Nebraska 68127
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(402) 339-2400
----------------------------------------------------
(Registrant's telephone number, including area code)
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Class of Stock Outstanding at September 8, 1998
- ---------------------- --------------------------------
Common Stock 6,025,595 shares
Nonvoting Common Stock 3,050,473 shares
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
PAMIDA HOLDINGS CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
<S> <C> <C>
ASSETS: August 2, February 1,
Current assets: 1998 1998
--------- -----------
Cash ...................................................... $ 8,513 $ 6,816
Accounts receivable, less allowance for
doubtful accounts of $50 ................................ 9,946 8,384
Merchandise inventories ................................... 160,895 152,927
Prepaid expenses 3,694 2,838
--------- -----------
Total current assets ................................... 183,048 170,965
Property, buildings and equipment, less accumulated
depreciation and amortization of $65,201 and $63,738 ...... 39,195 40,812
Leased property under capital leases, less accumulated
amortization of $16,665 and $15,387 ....................... 29,605 25,181
Deferred financing costs .................................... 2,548 2,755
Other assets ................................................ 19,421 20,368
--------- -----------
$ 273,817 $ 260,081
========= ===========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable .......................................... $ 60,306 $ 47,687
Loan and security agreement ............................... 39,851 45,194
Accrued compensation ...................................... 4,933 5,768
Accrued interest .......................................... 6,595 6,668
Store closing reserve ..................................... 789 1,564
Other accrued expenses .................................... 16,956 12,227
Income taxes - deferred and current payable ............... 10,757 12,546
Current maturities of long-term debt ...................... 47 47
Current obligations under capital leases .................. 1,845 1,843
--------- -----------
Total current liabilities .............................. 142,079 133,544
Long-term debt, less current maturities ..................... 140,266 140,289
Obligations under capital leases, less current obligations .. 36,897 32,156
Other long-term liabilities ................................. 7,660 6,367
Commitments and contingencies ............................... - -
Common stockholders' equity:
Common stock, $.01 par value; 25,000,000 shares
authorized; 5,972,797 and 5,970,439 shares issued
and outstanding ......................................... 60 60
Nonvoting common stock, $.01 par value; 4,000,000 shares
authorized; 3,050,473 shares issued and outstanding ..... 30 30
Additional paid-in capital ................................ 30,594 30,586
Accumulated deficit ....................................... (83,769) (82,951)
--------- -----------
Total common stockholders' deficit ...................... (53,085) (52,275)
--------- -----------
$ 273,817 $ 260,081
========= ===========
</TABLE>
See notes to consolidated financial statements.
<TABLE>
<CAPTION>
PAMIDA HOLDINGS CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)
<S> <C> <C> <C> <C>
Three Months Ended Six Months Ended
--------------------- ---------------------
August 2, August 3, August 2, August 3,
1998 1997 1998 1997
--------- --------- --------- ---------
Sales ................................ $ 170,169 $ 163,217 $ 314,701 $ 307,781
Cost of goods sold ................... 126,861 121,715 237,033 233,011
--------- --------- --------- ---------
Gross profit ......................... 43,308 41,502 77,668 74,770
--------- --------- --------- ---------
Expenses:
Selling, general and
administrative ................... 34,659 33,275 66,387 64,249
Interest ........................... 6,246 7,664 12,607 15,417
--------- --------- --------- ---------
40,905 40,939 78,994 79,666
--------- --------- --------- ---------
Income (loss) before income tax
provision (benefit) ................ 2,403 563 (1,326) (4,896)
Income tax provision (benefit) ....... 920 - (508) -
--------- --------- --------- ---------
Net income (loss) .................... 1,483 563 (818) (4,896)
Less provision for preferred
dividends and discount amortization - 165 - 270
--------- --------- --------- ---------
Net income (loss) available for
common stock ....................... $ 1,483 $ 398 $ (818) $ (5,166)
========= ========= ========= =========
Basic and diluted income (loss)
per common share ................... $ .16 $ .08 $ (.09) $ (1.03)
========= ========= ========= =========
</TABLE>
See notes to consolidated financial statements.
PAMIDA HOLDINGS CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited) Six Months Ended
----------------------
August 2, August 3,
1998 1997
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ............................................ $ (818) $ (4,896)
--------- ---------
Adjustments to reconcile net loss to net cash from operations:
Depreciation and amortization of fixed assets
and intangibles ............................... 6,143 5,890
Provision for LIFO inventory valuation .......... 500 433
Noncash interest expense ........................ - 2,457
Gain on disposal of assets ...................... (1,000) (77)
Decrease in store closing reserve ............... (996) (2,028)
(Increase) decrease in merchandise inventories .. (8,468) 9,817
Increase in other operating assets .............. (7,294) (4,266)
Increase (decrease) in accounts payable ......... 12,619 (930)
Increase in other operating liabilities ......... 3,546 7,309
--------- ---------
Total adjustments ............................ 5,050 18,605
--------- ---------
Net cash from operating activities ......... 4,232 13,709
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposal of assets .................... 2,068 1,906
Proceeds from sale-leaseback of store facilities .... 8,389 -
Changes in constructed stores to be refinanced
through lease financing ........................... (1,440) 1,765
Principal payments received on notes receivable ..... 10 9
Capital expenditures ................................ (5,155) (4,833)
--------- ---------
Net cash from investing activities ......... 3,872 (1,153)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under loan and security agreement, net ... (5,343) (9,905)
Principal payments on capital lease obligations ..... (958) (891)
Payments for deferred finance costs ................. (91) (225)
Principal payments on other long-term debt .......... (23) (23)
Proceeds from exercise of stock options ............. 8 -
--------- ---------
Net cash from financing activities ......... (6,407) (11,044)
--------- ---------
Net increase in cash .................................. 1,697 1,512
Cash at beginning of year ............................. 6,816 6,973
--------- ---------
Cash at end of period ................................. $ 8,513 $ 8,485
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
(1) Cash paid (received) during the period for:
Interest ....................................... $ 12,680 $ 13,459
Income taxes:
Payments to taxing authorities ............... 1,419 32
Refunds received from taxing authorities ..... (137) (3,798)
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITY:
(1) Capital lease obligations incurred when the
Company entered into lease agreements for
new store facilities. .......................... 5,701 -
(2) Amortization of discount on junior cumulative
preferred stock recorded as a direct charge
to retained earnings ........................... - 25
(3) Provision for dividends payable .................. - 245
(4) In-kind payment of accrued interest on
promissory notes:
Promissory notes ............................. - 2,327
Accrued interest ............................. - (2,327)
See notes to consolidated financial statements.
PAMIDA HOLDINGS CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED AUGUST 2, 1998 AND AUGUST 3, 1997
(Unaudited)
(Dollars in Thousands)
1. Management Representation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information. In the opinion of management, all
adjustments necessary for a fair presentation of the results of operations
for the interim periods have been included. All such adjustments are of a
normal recurring nature. Because of the seasonal nature of the business,
results for interim periods are not necessarily indicative of a full year's
operations. The accounting policies followed by Pamida Holdings Corporation
(the "Company") and additional footnotes are reflected in the consolidated
financial statements contained in the Form 10-K Annual Report of the
Company for the fiscal year ended February 1, 1998.
2. Inventories
Substantially all inventories are stated at the lower of cost (last-in,
first-out) or market. Total inventories would have been higher at August 2,
1998 and February 1, 1998 by $7,680 and $7,180 respectively, had the FIFO
(first-in, first-out) method been used to determine the cost of all
inventories. Quarterly LIFO inventory determinations reflect assumptions
regarding fiscal year-end inventory levels and the estimated impact of
annual inflation. Actual inventory levels and annual inflation could vary
from estimates made on a quarterly basis.
3. Earnings Per Common Share
In February 1997, the Financial Accounting Standards Board ("FASB") adopted
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per
Share." SFAS 128 requires dual presentation of basic and diluted earnings
per share for all periods for which an income statement is presented. Basic
income per common share is based on the weighted average outstanding common
shares during the period. Diluted income per share is based on the weighted
average outstanding common shares and the effect of all dilutive potential
common shares, including stock options. All prior period income per share
data has been restated in accordance with SFAS 128.
4. New Accounting Pronouncements
In June 1997, the FASB adopted SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information". SFAS 131, effective for fiscal
1999, redefines how operating segments are determined and requires
disclosure of certain financial and descriptive information about a
company's operating segments. The Company currently complies with most
provisions of this statement and any incremental disclosure required is
expected to be minimal.
In March 1998, the Accounting Standards Executive Committee ("AcSEC")
issued Statement of Position ("SOP") No. 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use." The SOP is
effective for financial statements for fiscal years beginning after
December 15, 1998. The Company has not yet determined the impact of this
accounting pronouncement.
In April 1998, the AcSEC issued SOP No. 98-5, "Reporting on the Costs of
Start-Up Activities", which requires that costs of start-up activities and
organization costs be expensed as incurred. The SOP is effective for
financial statements for fiscal years beginning after December 15, 1998.
The Company will continue its historical practice of expensing start-up
costs as incurred.
5. Reclassifications
Certain reclassifications have been made to the prior year's financial
statements to conform to the current year's presentation.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Thousands)
The following is management's discussion and analysis of certain significant
factors which have affected the Company's results of operations and financial
condition for the periods included in the accompanying consolidated financial
statements.
RESULTS OF OPERATIONS
The following table sets forth an analysis of various components of the
Consolidated Statements of Operations as a percentage of sales for the three and
six months ended August 2, 1998 and August 3, 1997:
August 2, August 3, August 2, August 3,
1998 1997 1998 1997
--------- --------- --------- ---------
Sales 100.0% 100.0% 100.0% 100.0%
Cost of goods sold 74.6% 74.6% 75.3% 75.7%
--------- --------- --------- ---------
Gross profit 25.4% 25.4% 24.7% 24.3%
Selling, general and
administrative expense 20.3% 20.4% 21.1% 20.9%
--------- --------- --------- ---------
Operating income 5.1% 5.0% 3.6% 3.4%
Interest expense 3.7% 4.7% 4.0% 5.0%
--------- --------- --------- ---------
Income (loss) before income
tax provision (benefit) 1.4% 0.3% (0.4)% (1.6)%
Income tax provision (benefit) 0.5% - (0.1)% -
--------- --------- --------- ---------
Net income (loss) 0.9% 0.3% (0.3)% (1.6)%
========= ========= ========= =========
SALES - During the second quarter and first six months of fiscal 1999, sales in
comparable stores increased $8,394 or 5.3% and $10,196 or 3.4%, respectively, as
compared to the second quarter and first six months of last year. Total sales
for the second quarter and first six months of fiscal 1999 increased by $6,952
or 4.3% and $6,920 or 2.2%, respectively, as compared to the same periods last
year.
The Company operated 149 stores at the end of the first quarter of both fiscal
1999 and 1998 and operated 147 stores at the end of the second quarter of fiscal
1999 as compared with 149 stores at the end of the second quarter last year.
Since August 3, 1997 the Company has opened two stores in new markets, relocated
two stores and closed four stores. The increase in comparable store sales was
the result of targeted merchandising initiatives in departments such as
pantries, pet supplies, domestics, shoes and seasonal categories which helped to
drive customer traffic.
The Company experienced sales increases in most merchandise categories during
the second quarter of fiscal 1999. The largest dollar increases were in pharmacy
prescriptions, lawn and garden, yarns and crafts, pets, bath and floor,
consumables, athletic shoes, paper and cleaning, juniors apparel and team
sports. The Company experienced sales declines in several categories, with
automotive and several women's apparel categories experiencing the largest
declines.
GROSS PROFIT increased $1,806 or 4.4% and $2,898 or 3.9% for the second quarter
and first six months, respectively, of fiscal 1999 compared to the same periods
last year. As a percent of sales, gross profit was 25.4% for the second quarter
of both years and increased to 24.7% for the first six months of fiscal 1999
from 24.3% for the same period last year. The margin percent improvement for the
first six months of the year versus last year was due primarily to modest margin
improvements in a majority of the merchandise categories.
SELLING, GENERAL AND ADMINISTRATIVE (SG&A) expense, in line with the Company's
plan, increased $1,384 or 4.2% for the second quarter of fiscal 1999 compared to
the second quarter of fiscal 1998 and increased $2,138 or 3.3% for the first six
months of fiscal 1999 compared to the same period last year. As a percentage of
sales, SG&A expense was 20.3% and 20.4% for the second quarter of fiscal 1999
and 1998, respectively, and was 21.1% and 20.9%, respectively, for the first
half of fiscal 1999 and 1998.
Over half of the net increase in SG&A expense for the second quarter and the
first half of fiscal 1999 over the same periods last year was attributable to
higher corporate general and administrative expenses, primarily due to increases
in payroll, incentive compensation and depreciation and amortization charges.
Store payroll costs increased slightly over last year to accommodate normal
compensation increases, minimum wage increases and to support higher sales.
Store fixed expenses also increased slightly due to the effect of higher costs
of new store locations.
INTEREST expense decreased $1,418 or 18.5% for the second quarter of fiscal 1999
compared to the same period of fiscal 1998 and decreased $2,810 or 18.2% for the
first half of fiscal 1999 compared to the same period last year. The decrease
was attributable primarily to the payment of certain promissory notes of the
Company with common stock in November 1997, thereby relieving the Company of the
quarterly compounding interest obligation which had previously been
paid-in-kind. In addition, average revolver borrowings and related interest were
less than last year due to the cumulative effect of improved financial
performance.
INCOME TAX PROVISION - The Company's loss carryforwards from store closing
charges recorded in fiscal 1996 were utilized in the fourth quarter of fiscal
1998 to completely offset income taxes from normal operating activities of the
Company and to reduce income taxes related to the Note repayment and preferred
stock reclassification transactions which were consummated on November 18, 1997.
No income tax effects were recorded on the second quarter and first half
operations in fiscal 1998 as the Company could not establish, as of the quarter
ended August 3, 1997, with a reasonable degree of certainty, the potential
utilization of loss carryforwards. In contrast, an income tax provision was
recorded related to the both the quarter and six months ended August 2, 1998.
The Company expects that operations in the future will continue to be taxable at
a normal tax rate.
LIQUIDITY AND CAPITAL RESOURCES
The Company's business is seasonal with first quarter sales (February through
April) lower than sales during the other three quarters; fourth quarter sales
(November through January) have represented approximately 29% of the full year's
sales in recent years and normally involve a greater proportion of higher margin
sales.
The Company has satisfied its seasonal liquidity requirements primarily through
a combination of funds provided from operations and from a revolving credit
facility. Funds provided by operating activities totaled $4,232 for the first
six months of fiscal 1999, and totaled $13,709 in the same period last year. The
decrease in cash flow from operating activities from fiscal 1998 to fiscal 1999
was primarily the result of planned increases in inventory to support an
improved inventory in-stock position and changes in other operating assets and
liabilities. These items were offset somewhat by increased accounts payable and
improvements in net income.
Pamida, Inc.'s (Pamida) committed Loan and Security Agreement (the Agreement)
was amended and restated on July 2, 1998 and provides funds to July 2001. The
amendment increased the maximum borrowing limit to $125,000 from $95,000 and
reduced interest rates by 75 basis points. The amended $125,000 facility
includes a $25,000 supplemental facility primarily intended for real estate
development activities, which the Company plans to use to accelerate its new
store opening program in fiscal 2000.
Borrowings under the Agreement bear interest at a rate which is tied to the
prime rate (as defined) or the London Interbank Offered Rate (LIBOR), generally
at Pamida's discretion. Included in the July 2, 1998 amendment to the Agreement
were provisions substantially increasing the maximum permitted borrowings
available to Pamida at any given time. The amounts Pamida is permitted to borrow
are determined by a formula based upon the amount of Pamida's eligible inventory
from time to time. Such borrowings are secured by security interests in all of
the current assets (including inventory) of Pamida and by liens on certain real
estate interests and other property of Pamida. The Company and two subsidiaries
of Pamida have guaranteed the payment and performance of Pamida's obligations
under the Agreement and have pledged some or all of their respective assets,
including the stock of Pamida owned by the Company, to secure such guarantees.
The Agreement contains provisions imposing operating and financial restrictions
on the Company. The Agreement requires the achievement of specified minimum
amounts of cash flow (as defined). Other restrictions in the Agreement and those
provided under the Indenture relating to the Senior Subordinated Notes will
affect, among other things, the ability of Pamida to incur additional
indebtedness, pay dividends, repay indebtedness prior to its stated maturity,
create liens, enter into leases, sell assets or engage in mergers or
acquisitions, make capital expenditures and make investments. These covenants
currently have not had an impact on the Company's ability to fully utilize the
revolving credit facility. However, certain of the covenants, such as those
which restrict the ability of the Company to incur indebtedness, engage in
sale/leaseback transactions, or encumber its property, may at some future time,
unless waived or amended, prevent the Company from pursuing its store expansion
program at the rate that the Company desires.
Obligations under the Agreement were $39,851 at August 2, 1998 and $47,210 at
August 3, 1997. Total unused borrowing availability under the Agreement as of
August 2, 1998 totaled $75,109 as compared to $25,490 at the end of the same
period last year. As noted above, this facility expires in March 2001, and the
Company intends to refinance any outstanding balance by such date. Borrowings
under the Agreement are senior to the Senior Subordinated Notes of Pamida. The
Company had long-term debt and obligations under capital leases of $177,163 at
August 2, 1998 and $203,526 at August 3, 1997. The Company's ability to satisfy
scheduled principal and interest payments under such obligations in the ordinary
course of business is dependent primarily upon the sufficiency of the Company's
operating cash flow and refinancings. At August 2, 1998, the Company was in
compliance with all covenants contained in its various financing agreements.
On December 18, 1992, the promissory notes of the Company were amended effective
as of December 1, 1992 to provide that, until the obligations of Pamida and the
Company under certain of Pamida's credit agreements had been repaid, the
quarterly interest payments on the promissory notes of the Company were to be
paid-in-kind. The Company repaid all of the promissory notes with common stock
of the Company on November 18, 1997.
The Company reclassified all preferred stock into common stock effective
November 18, 1997. Accordingly, the Company has no remaining obligations related
to the preferred stock as of the end of fiscal 1998. Since the Company conducts
no operations of its own, prior to the November 18, 1997 reclassification of the
preferred stock, the only cash requirement of the Company related to preferred
stock dividends in the aggregate annual amount of approximately $316; and Pamida
was expressly permitted under its then existing credit facilities to pay
dividends to the Company to fund such preferred stock dividends. However, the
General Corporation Law of the State of Delaware, under which the Company and
Pamida are incorporated, allows a corporation to declare or pay a dividend only
from its surplus or from the current or the prior year's earnings. Due to the
retained deficit resulting primarily from the store closings and the write-off
of goodwill and other long-lived assets recognized in the fourth quarter of
fiscal 1996, the Company and Pamida did not declare or pay any cash dividends in
fiscal 1998.
The Company made capital expenditures of $5,155 in the first half of fiscal 1999
compared to $4,833 during the same period last year. The Company also made
expenditures of $4,102 and $2,434 in the first six months of fiscal 1999 and
1998, respectively, related to information systems software. The Company plans
to open a total of six new stores in fiscal 1999 and will consider additional
opportunities for new store locations as they arise. Capital expenditures and
information systems software costs are expected to total approximately $15,000
in fiscal 1999. The Company expects to fund these expenditures from cash flow
from its operations. The costs of buildings and land for new store locations are
expected to be financed by operating or capital leases with unaffiliated
landlords, as well as borrowings under the Agreement. The Company's expansion
program also will require inventory of approximately $1,000 to $1,200 for each
new market store, which the Company expects to finance through trade credit,
borrowings under the Agreement and cash flow from operations.
In the first half of 1998, the Company sold and leased back six store properties
with net cash proceeds totaling $8,389. The leases are classified as capital and
operating leases for four and two store properties, respectively. The annual
lease payments for the six store properties for each of the next five years
total $933.
The Company's cash flow from operations, along with the Agreement, should
provide adequate resources to meet the Company's near term liquidity
requirements. On a long-term basis, the Company's expansion will require
continued investments in store locations, distribution and infrastructure
enhancements and working capital. The Company expects to continue to finance
these investments through cash flow from operations, leases from unaffiliated
landlords, trade credit and borrowings under the Agreement. The Company is also
exploring additional sources of funds which may include additional capital
structure changes. Currently, it is not possible for the Company to predict with
any certainty either the timing or the availability of such additional
financing.
INFLATION
The Company uses the LIFO method of inventory valuation in its financial
statements; as a result, the cost of merchandise sold approximates current
costs. The Company's rental expense is generally fixed except for some
percentage rents and periodic rental adjustments.
FORWARD-LOOKING STATEMENTS
This management's discussion and analysis contains certain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "1995 Act"). Such statements are made in good faith by the Company
pursuant to the safe-harbor provisions of the 1995 Act. In connection with these
safe-harbor provisions, this management's discussion and analysis contains
certain forward-looking statements which reflect management's current views and
estimates of future economic circumstances, industry conditions, company
performance, Year 2000 compliance and financial results. The statements are
based on many assumptions and factors including sales results, expense levels,
competition and interest rates as well as other risks and uncertainties inherent
in the Company's business, capital structure and the retail industry in general.
Any changes in these factors could result in significantly different results for
the Company. Plans for new stores are subject to numerous contingencies
discussed in the Company's Form 10-K Annual Report. The Company further cautions
that the forward-looking information contained herein is not exhaustive or
exclusive. The Company does not undertake to update any forward-looking
statements which may be made from time to time by or on behalf of the Company.
PART II - OTHER INFORMATION
Items 1-3.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The 1998 annual meeting (the "Annual Meeting") of stockholders of
the registrant was held on May 21, 1998.
(b) The following persons were elected as directors of the registrant
at the Annual Meeting:
L. David Callaway, III
Stuyvesant P. Comfort
Steven S. Fishman
M. Saleem Muqaddam
Peter J. Sodini
Frank A. Washburn
No other director's term of office continued after the Annual
Meeting.
(c) Votes were cast or withheld in the election of directors at the
Annual Meeting as follows:
Director For Withheld
--------------------- --------- --------
L. David Callaway,III 4,940,782 4,400
Stuyvesant P. Comfort 4,941,182 4,000
Steven S. Fishman 4,941,082 4,100
M. Saleem Muqaddam 4,941,182 4,000
Peter J. Sodini 4,941,082 4,100
Frank A. Washburn 4,941,182 4,000
(d) Votes were cast at the Annual Meeting with respect to approval of
the Pamida Holdings Corporation 1998 Stock Incentive Plan as
follows:
For: 2,961,590
Against: 154,466
Abstained: 4,900
There were broker nonvotes as to 1,824,226 shares. This matter
received sufficient votes to pass.
Item 5.
None.
Item 6.
(a) Exhibits.
10.1 Amended and Restated Loan and Security Agreement by and
among Congress Financial Corporation (Southwest) and
BankAmerica Business Credit, Inc., as Lenders, Congress
Financial Corporation (Southwest), as Agent for Lenders, and
Pamida, Inc. and Seaway Importing Company, as Borrowers,
dated July 2, 1998.
10.2 Reaffirmation of Guarantee and Security Agreement by Pamida
Holdings Corporation dated July 2, 1998, and original
Guarantee of Pamida Holdings Corporation dated March 30,
1993 (relates to Exhibit 10.1).
27.1 Financial Data Schedule (EDGAR version only)
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter for which
this report is filed.
SIGNATURES
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.
PAMIDA HOLDINGS CORPORATION
---------------------------
(Registrant)
Date: September 15, 1998 By: /s/ Steven S. Fishman
------------------ ----------------------
Steven S. Fishman, Chairman,
President and Chief Executive
Officer
Date: September 15, 1998 By: /s/ Todd D. Weyhrich
------------------ --------------------
Todd D. Weyhrich,
Vice President, Controller and
Chief Accounting Officer
