<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 2
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 27, 1996 Commission file number 0-15934
JAY JACOBS, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Washington 91-0698077
- ---------------------------------- --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1530 Fifth Avenue, Seattle, Washington 98101-1677
- ---------------------------------------- ---------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (206) 622-5400
---------------------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common stock - par value $.01 per share
- -------------------------------------------------------------------------------
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. [ ]
As of April 12, 1996, 6,057,391 shares of Common Stock of the Registrant were
outstanding, and the aggregate market value of the shares (based upon the
closing price of the shares traded on April 12, 1996 on Nasdaq) of Jay Jacobs,
Inc., held by non-affiliates was $3,240,200. For the purposes of such
calculation, all outstanding shares of Common Stock have been considered held by
non-affiliates, other than the 3,897,258 shares beneficially owned by directors
and executive officers of the Registrant. In making such calculation, the
Registrant does not determine the affiliate or non-affiliate status of any
shares for any other purpose.
-1-
<PAGE>
COMPETITION
The retail sale of apparel is a highly competitive business. In the
broadest sense, the Company competes with all retailers that sell fashionable
apparel to young women and men. Many of the Company's retail competitors are
associated with large national or regional chains that have greater financial
and other resources than the Company.
TRADEMARKS
"Jay Jacobs," "American Sportswear Exchange," "D.D. Sloane," "Private
Edition" and several other trademarks of lesser importance have been registered
with the U.S. Patent and Trademark Office.
EMPLOYEES
At January 27, 1996 the Company had approximately 290 full-time and
315 part-time store employees, in addition to approximately 117 management,
distribution and clerical associates at its corporate headquarters and
distribution center. During peak seasons, the Company typically employs
additional store and distribution personnel. Each store employs approximately 3
to 20 salespeople including store management. None of the Company's employees
is covered by a collective bargaining agreement. The Company considers its
relations with its employees to be satisfactory.
-7-
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
EXECUTIVE OFFICERS
The current executive officers of the Company are as follows:
Name Age Position
----------------------- ------- ----------------------------
Jay Jacobs 83 Chairman of the Board
Rex Loren Steffey 46 President and Chief
Executive Officer
William L. Lawrence, Jr. 45 Senior Vice President,
Chief Financial
Officer and Treasurer
Jay Jacobs is the founder of the Company and has been a director
since its inception. Mr. Jacobs was the Company's President until 1978, at
which time he became Chairman of the Board. Mr. Jacobs served as Interim
President and Chief Executive Officer of the Company from July through
September 1994. Mr. Jacobs is the father of Shelley Swerland and the
brother-in-law of Sam Rubinstein.
Rex Loren Steffey was named President and Chief Executive Officer
of the Company in September 1994 and became a director in September 1994.
From August 1993 to August 1994 he was President and Chief Operating
Officer of Paul Harris Stores, Inc. ("Paul Harris Stores"). From March
1993 to August 1993, Mr. Steffey was Senior Vice President of Operations
at Paul Harris Stores. From June 1991 to March 1993, Mr. Steffey was Vice
President of Merchandise Planning at Paul Harris Stores. Paul Harris
Stores, Inc. filed a voluntary petition for protection under Chapter 11 of
the U.S. Bankruptcy Code in February 1991 and emerged successfully
therefrom in September 1992. See "Employment Contracts".
William L. Lawrence, Jr. was named Senior Vice President and
Chief Financial Officer of the Company in January 1995. He was appointed a
director on August 4, 1995. Prior to joining the Company Mr. Lawrence was
Senior Vice President, Chief Financial Officer for Paul Harris Stores
from March 1994 to January 1995. From March 1993 to March 1994 Mr.
Lawrence was Senior Vice President - Finance. Mr. Lawrence also served as
Vice President - Controller, Corporate Secretary and Assistant Treasurer
from 1990 through 1993. Paul Harris Stores filed a voluntary petition for
protection under Chapter 11 of the U.S. Bankruptcy Code in February 1991
and emerged successfully therefrom in September 1992. See "Employment
Contracts".
<PAGE>
CURRENT DIRECTORS
Director
Name Age Since
---- ---- ---------
Jay Jacobs 83 1959
Rex Loren Steffey 46 1994
William L. Lawrence, Jr. 45 1995
Sam Rubinstein 79 1994
David J. Taylor 45 1994
Shelley Swerland 52 1995
Gilbert Scherer 45 1995
Set forth below is certain information concerning those persons
serving on the Board of Directors that are not otherwise serving as
executive officers of the Company.
Sam Rubinstein was appointed as a director in June 1994. Since
1987, Mr. Rubinstein has served on a variety of corporate and charitable
boards. Mr. Rubinstein was Chairman and Chief Executive Officer of Bonanza
Stores, and Chairman and Chief Executive Officer of Whitney Fidalgo Seafoods,
Inc. and Farwest Fisheries, Inc., both of which are fish processing firms. He
currently serves on the Board of Directors of Seattle FilmWorks, Inc., a film
processing company. Mr. Rubinstein is the brother-in-law of Mr. Jacobs and the
uncle of Shelley Swerland.
David J. Taylor was appointed as a director in June 1994. Mr.
Taylor is the co-owner of the Boxmaker, Inc., which manufactures and sells
corrugated shipping containers. In addition, he is President of Frederick's Fine
Chocolates, which manufactures chocolate candy. Previously, he was Chief
Operating Officer for Frederick and Nelson, a Pacific Northwest department store
chain, from August 1990 through June 1993.
Shelley Swerland was appointed as a director in August 1995. She is
the daughter of Jay Jacobs and the niece of Sam Rubinstein. She is the
co-founder of Swerland Apparel Ventures, dba SAVI, an off-price apparel
superstore. Previously, Ms. Swerland worked for Joseph Magnin, an apparel
specialty retailer in San Francisco, participating in its executive training
program for sales and buying. Prior to July 1994, she worked for the Company in
various capacities in sales, store management, and as Director of Human
Resources.
<PAGE>
Gilbert Scherer was appointed as a director in August 1995. He is
Chairman and Chief Executive Officer of American Passage Corporation, a niche
marketing and media services firm. He is also Chairman of CVP, Inc. a mailorder
consumer products venture. Previously, he founded and served as Chairman and
Chief Executive Officer of Seattle FilmWorks, Inc., a publicly traded mailorder
photo finishing operation.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires that certain of the Company's officers and directors and persons
who beneficially own more than ten percent of a registered class of the
Company's equity securities ("Section 16 insiders") file certain reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "Commission"). Section 16 insiders are required by Securities and Exchange
Commission regulations to furnish the Company with copies of all Section 16(a)
forms they file.
Based solely on its review of the copies of such forms received by the
Company, and on written representations by the Company's officers and directors
regarding compliance with the filing requirements, the Company believes that in
fiscal year 1996 all such forms were filed on a timely basis except as follows:
two Form 4 reports each on a single transaction by Jay Jacobs; an initial report
on Form 3 by Rex Loren Steffey reporting no transactions or holdings and one
Form 4 report on a single transaction; one Form 4 report by William L. Lawrence,
Jr., on a single transaction; and an amendment by Gilbert Scherer reflecting
securities held but inadvertently omitted from his original initial report on
Form 3.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The following table shows the compensation for services rendered
during the fiscal years 1996, 1995 and 1994 for each person that served as the
Chief Executive Officer of the Company during fiscal year 1995 and all other
executive officers of the Company whose salary and bonus exceeded $100,000
during fiscal year 1996 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
-------------------------------
Annual Restricted
Compensation Stock Securities
------------
Name and Principal Fiscal Salary Bonus Awards Underlying Options
Position Year ($) ($) ($) (#)
- ------------------------ ------- ------- ----- ------- -------------------
<S> <C> <C> <C> <C> <C>
Jay Jacobs 1996 201,927 - - -
Chairman of the Board 1995 252,621 - - 100,000
1994 440,000 - - -
Rex Loren Steffey 1996 252,197 150,000(1) - -
President and CEO 1995 66,923 - 56,250(2) 200,000
1994 - - - -
William L. Lawrence, Jr. 1996 169,629 50,000(3) - 90,000(4)
Senior Vice President 1995 - - - -
and CFO 1994 - - - -
Doris Williams (5) 1996 124,558 - - -
Executive Vice President 1995 113,856 - - 120,144
and Secretary 1994 120,180 - - -
</TABLE>
(1) Paid pursuant to an Employment Agreement between Mr. Steffey and the
Company effective July 1, 1995. See "Employment Contracts."
(2) During fiscal year 1995, Mr. Steffey was granted 100,000 shares of
restricted stock, subject to approval of the Bankruptcy Court, which
was given on May 17, 1995. One-third of the restricted stock vested
upon confirmation of the Plan on November 16, 1995 (the "Date of
Confirmation"), and one-third will vest on each of the first and
second anniversaries of the Confirmation Date. Unvested restricted
shares will be forfeited to the Company if Mr. Steffey ceases to be
a full-time employee for any reason. In the event of the death or
disability of Mr. Jacobs, the restricted shares shall become fully
vested and all transfer restrictions removed. As of January 27, 1996,
Mr. Steffey owned an aggregate of 93,000 restricted shares valued at
$145,080 based upon the closing price of the Company's common stock
on January 26, 1996.
(3) Paid pursuant to an Employment Agreement between Mr. Lawrence and the
Company effective July 1, 1995. See "Employment Contracts".
<PAGE>
(4) For details regarding the options granted to Mr. Lawrence, see
"Option Grants in Last Fiscal Year".
(5) Doris Williams retains the title of Executive Vice President and
Secretary but no longer performs policy making functions for the
Company.
The following table sets forth certain information regarding
options granted during fiscal year 1996 to the Named Executive Officers of
the Company.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants Potential Realizable
-------------------------------------------
% of Total Assumed Annual Rates
Number of Options of Stock Price
Securities Granted to Appreciation for
Underlying Employees Exer. Option Term (1)
Options in Fiscal Price Expiration 5% ($) 10% ($)
Name Granted(#) Year ($/Sh.) Date
- ---- ---------- ---------- -------- --------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Jay Jacobs - - - - - -
Rex Loren Steffey - - - - - -
Wm. Lawrence, Jr. 45,000 10.4 1.125(2) 1/29/2005 $31,800 80,700
(2) 45,000 10.4 2.75(3) 1/29/2005 $77,800 197,200
Doris Williams - - - - - -
</TABLE>
(1) Potential realizable value is based on the assumption that the stock
price of the common stock appreciated at the annual rate shown
(compounded annually) from the date of grant until the end of the ten-
year option term. These numbers are calculated based on the
requirements promulgated by the Securities and Exchange Commission and
do not reflect the Company's estimate of future stock price
performance.
(2) Options to acquire 45,000 shares, granted subject to approval by the
Bankruptcy Court and approved on May 17, 1995. Options to acquire
15,000 shares vested and became exercisable on the Confirmation Date,
and options to acquire an additional 15,000 vest and become
exercisable upon continuous full-time employment on each of the first
and second anniversaries of the Confirmation Date. The exercise price
was the closing price on January 30, 1995, the date of grant. Options
granted at least six months prior to any merger, consolidation,
reorganization, sale of substantially all assets or any similar
transaction, automatically accelerate and become immediately
exercisable upon occurrence of such event.
<PAGE>
(3) Options to acquire 45,000 shares, granted subject to approval by the
Bankruptcy Court and approved on May 17, 1995. The exercise price was
the closing price on the Date of Confirmation. Options to acquire
15,000 shares vest and became exercisable upon continuous full-time
employment on each of the first, second and third anniversaries of the
Confirmation Date, with acceleration provisions the same as those set
forth in footnote (2).
The following table sets forth certain information regarding options
exercised by Named Executive Officers during fiscal year 1996 as well as certain
information regarding options held by such individuals as of January 27, 1996.
AGGREGATED OPTION EXERCISES IN LAST FISCAL
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number Value of
of Securities Unexercised
Underlying In-the-Money
Options at Fiscal Options at
Shares Value Year End (#) F/Y/E ($)(1)
--------------- --------------
Acquired on Realized Exercisable/ Exercisable/
Name Exercise(#) ($) Unexercisable Unexercisable
- ------------------ ----------- --------- ----------------- ---------------
<S> <C> <C> <C> <C>
Jay Jacobs - - 100,000/ 0 156,250/ 0
Rex Loren Steffey - - 33,333/166,667 52,083/260,417
Wm. Lawrence, Jr. 6,000 $ 9,700 9,000/ 75,000 14,063/117,188
Doris Williams - - 48,477/ 71,667 75,745/111,980
</TABLE>
(1) Calculation based on the closing price of the Company's common stock
on January 27, 1996 ($1.5625), less the exercise price, multiplied
by the number of in-the-money options held. There is no guarantee
that if and when these options are exercised they will have this
value.
<PAGE>
EMPLOYMENT CONTRACTS
The Company signed an employment agreement with Rex Loren Steffey,
President and Chief Executive Officer of the Company, effective July 1, 1995.
The contract provides for (a) a base salary starting at $325,000 per year
through January 27, 1996 (prorated), increasing to $350,000 for the next fiscal
year, ultimately increasing to $375,000 in the sixth and final year of the
contract ending in the Company's fiscal year 2001, (b) cash incentive
compensation payments of (i) $150,000 upon confirmation of the Company's Plan of
Reorganization, and (ii) additional amounts based on pretax profit percentages
from 10% (fourth quarter, first year, fiscal year 1996) to 5% (final year,
fiscal year 2001), and (c) the grant of options on February 1, 1996 and 1997 to
acquire an aggregate of 100,000 additional shares of the Company common stock.
The contract allows the Company to terminate Mr. Steffey's employment
with cause at any time without payment of any additional salary beyond that
earned to date. The contract also allows the Company to terminate Mr. Steffey's
employment without cause at any time, in which event Mr. Steffey is entitled to
receive (a) payment of 50% of his base salary through fiscal year 2001, with a
maximum payment of twelve months base pay, and (b) a one-time payment equal to
the pro rata cash incentive payment for the year of termination. To the extent
Mr. Steffey is terminated without cause at a time when Mr. Jacobs does not hold
the title of Chairman, in addition to the pro rata incentive payment described
in the preceding sentence, Mr. Steffey will be entitled to receive 50 % of his
base salary through fiscal year 2001.
The Company signed an employment agreement with William L. Lawrence,
Jr., Senior Vice President and Chief Financial Officer, effective July 1, 1995.
The contract calls for (a) a base salary starting at $185,000 per year through
January 27, 1996 (prorated), increasing to $200,000 per year for the next fiscal
year, ultimately increasing to $225,000 in the sixth and final year of the
contract ending in the Company's fiscal year 2001, (b) cash incentive
compensation payments of (i) $50,000 upon confirmation of the Plan, and (ii)
additional amounts based on pretax profit percentages from 3% (fourth quarter,
first year, fiscal year 1996) to 2% (final year, fiscal year 2001), and (c) the
grant of options in February 1, 1996 and 1997 to acquire an aggregate of 40,000
additional shares of Company Common Stock.
The contract allows the Company to terminate Mr. Lawrence's employment
with cause at any time without payment of any additional salary beyond that
earned to date. The contract also allows the Company to terminate Mr. Lawrence's
employment without cause at any time, in which event Mr. Lawrence is entitled to
receive (a) payment of 50 % of his base salary for the remainder of the contract
term through fiscal year 2001, with a maximum payment of 12 months base pay, and
(b) a one-time payment equal to the pro rata cash incentive payment for the year
of termination.
<PAGE>
The actual amount of the percentage of pretax profits payable under
the employment contracts for the fourth quarter of fiscal year 1996 was capped
at $150,000 under Mr. Steffey's contract and $50,000 under Mr. Lawrence's
contract. Further, the Second Amended Plan of Reorganization provides that in
the event of a default in payment to the class of general, nonpriority unsecured
creditors, the cash incentive compensation payments to Mssrs. Steffey and
Lawrence shall be subordinate to the payments due to such unsecured creditors
under the Plan. In addition, the contracts provide that Mr. Jacobs shall
nominate and recommend Mr. Steffey and Mr. Lawrence for board seats during the
term of their respective contracts.
DIRECTORS' FEES
In fiscal 1996, directors that were not employees of the Company were
granted stock options and were paid an annual retainer of $5,000 plus $500 for
each Board of Directors meeting attended and $500 for each Committee meeting
chaired. Each director who is not an employee of the Company is automatically
granted an option to purchase 4,000 shares of the Company's stock upon election
to the Board of Directors and 4,000 shares upon each three-year anniversary
thereafter. The option price is determined based on the fair market value at the
date granted. The options vest over three years and expire ten years from the
date of grant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDE INFORMATION
None.
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of May 21, 1996, with
respect to all shareholders known by the Company to be beneficial owners of more
than five percent of its outstanding common stock. It also shows beneficial
ownership for (i) each director, (ii) each of the Named Executive Officers and
(iii) the current executive officers and directors as a group.
<TABLE>
<CAPTION>
Amount and
Nature
of Beneficial Percent
Name and Address Ownership of Class
- ---------------- -------------- --------
<S> <C> <C>
Jay Jacobs, 3,462,025 55.3
as trustee of the Rose Jacobs
Testamentary Trust
1530 Fifth Avenue
Seattle, WA 98101-1677
David L. Babson & Co., Inc. (1) 482,400 7.7
One Memorial Drive
Cambridge, MA 02142-1300
Jay Jacobs (2) 350,964 5.6
1530 Fifth Avenue
Seattle, WA 98101-1677
Rex Loren Steffey (4) 129,833 2.1
Shelley Swerland (3) 75,750 1.2
Gilbert Scherer (3) 11,000 *
William L. Lawrence, Jr. (6) 9,000 *
David J. Taylor (5) 3,000 *
Doris Williams (7) 48,477 *
Sam Rubinstein (5) 2,000 *
All current executive officers 4,094,068 65.4
directors as a group
(8 persons)
</TABLE>
- ----------------
* Less than 1%.
<PAGE>
(1) The information is based upon a Schedule 13G filed with the Commission
by David L. Babson & Co., Inc. ("Babson"), a registered investment
advisor dated February 15, 1996. According to Schedule 13G, Babson
claims (i) sole voting power within respect to 401,700 shares, (ii)
shared voting power with respect to 80,700 shares and (iii) sole
dispositive power with respect to 482,400 shares.
(2) Includes 2,300 shares held by Mr. Jacobs' wife. Includes options to
acquire 100,000 shares, which are exercisable within 60 days.
(3) Includes options to acquire 1,000 shares which, by their terms, are
exercisable within 60 days.
(4) Includes options to acquire 33,333 shares, which are exercisable
within 60 days.
(5) Includes options to acquire 2,000 shares which, by their terms, are
exercisable within 60 days.
(6) Includes options to acquire 9,000 shares which, by their terms, are
exercisable within 60 days.
(7) Includes options to acquire 48,477 shares which, by their terms, are
exercisable within 60 days.
Jay Jacobs is trustee of a trust for the benefit of his two daughters,
Shelley Swerland and Judy Freidt. Under his revocable power of appointment, Mr.
Jacobs has designated Ms. Swerland, Ms. Freidt and Mr. Jacobs's wife as
cotrustees upon his death.
In March 1987 the Jacobs family shareholders of the Company entered
into a Shareholder Agreement. The parties to the Shareholder Agreement may
transfer shares of common stock only within the volume and other restrictions of
Rule 144 under the Securities Act of 1033, except Rule 144(k). Proposed
transfers of common stock in excess of Rule 144 volume limitations (other than
by gift, bequest or devise to family members) are subject to a right of first
refusal on the part of the Company and other parties to the Shareholder
Agreement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company leased a store in Bellingham, Washington from a limited
partnership, the general partner of which are Mr. Jacobs' grandchildren. The
lease originally provided for rent of $5,000 per month but was renegotiated in
June 1994 to require payments of only $1,000 per month. The lease was rejected
by the Company as of June 1, 1994, with approval of the Bankruptcy Court. The
Company leased the facilities for storage through July 31, 1995. Rental payments
under the lease amounted to $5,000 during the year ended January 27, 1996. The
Company believes that the terms of the lease, as originally negotiated and as
enforced until termination were as favorable as terms that could have been
obtained from unaffiliated parties.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on May 24, 1996.
Jay Jacobs, Inc.
By: /s/ Rex Loren Steffey
---------------------------------
Rex Loren Steffey
President and Chief Executive
Officer and Director (Principal
Executive Officer)
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
ITEM 14. (a)(1) FINANCIAL STATEMENTS
Report of Independent Accountants 19
Consolidated Balance Sheet as of January 27, 1996 and January 28,
1995 20
Consolidated Statement of Operations for the year ended January 27,
1996, the eleven months ended January 28, 1995 and the year ended
February 26, 1994 21
Consolidated Statement of Shareholders' Equity for the year ended
January 27, 1996, the eleven months ended January 28, 1995 and the
year ended February 26, 1994 22
Consolidated Statement of Cash Flows for the year ended January 27,
1996, the eleven months ended January 28, 1995 and the year ended
February 26, 1994 23
Notes to Consolidated Financial Statements 24
ITEM 14. (a)(2)
Schedule VIII - Valuation and Qualifying Accounts
ITEM 14. (a)(3) LIST OF EXHIBITS
2.1 Company's Second Amended Chapter 11 Plan of Reorganization
dated November 16, 1995. (Incorporated by reference to
Exhibit 2 to the Company's Form 8-K report dated November 16,
1995.)
Exhibit A Speciman 9.5% Per Annum Promissory Note of the
Company Due January 2, 2001. (Incorporated by
reference to Exhibit A to Exhibit 2 to the Company's
Form 8-K dated October 16, 1995.)
Exhibit B Leases to be Assumed. (Incorporated by reference
to Exhibit B to Exhibit 2 to the Company's Form
8-K report dated November 16, 1995.)
Exhibit C 1995 Stock Option Plan of the Company.
(Incorporated by reference to Exhibit D to
Exhibit 2 to the Company's Form 8-K report dated
October 16, 1995.)
2.2 Bankruptcy Court Order Confirming Company's Second Amended
Chapter 11 Plan of Reorganization. (Incorporated by
reference to Exhibit 99.1 to the Company's Form 8-K report
dated November 16, 1995.)
2.3+ Loan and Security Agreement between LaSalle National Bank
and the Company dated as of December 4, 1995.
2.4+ $10,000,000 Note of the Company to LaSalle National Bank dated
as of December 4, 1995.
3.1* Restated Articles of Incorporation of the Company.
3.3* Bylaws of the Company.
<PAGE>
4.1 Revolving Credit Agreement as of September 26, 1994 by and
between Jay Jacobs, Inc. as borrower, and the CIT Group/Business
Credit, Inc. as lender. (Incorporated by reference to Exhibit
4.1 to the Company's Form 10-K report for fiscal year ended
January 28, 1995.)
10.1* Lease agreements with Edgar Freed and Bank of California, N.A.,
co-trustees with respect to downtown Seattle building dated
April 16, 1965, December 23, 1974 and December 31, 1975 and
January 25, 1980, as amended.
10.2* Distribution Center lease with Pacific Northwest Group A dated
January 28, 1981, as amended.
10.3* Lease Agreement with Cornwall Associates Limited Partnership
dated March 5, 1987 with respect to Bellingham, Washington store
lease.
10.7*# Form of Incentive Stock Option Agreement.
10.8*@ Nonqualified Stock Option Plan adopted on September 12, 1986.
10.9*# Form of Nonqualified Stock Option Agreement.
10.10*@ Directors' Nonqualified Stock Option Plan adopted on March 27,
1987.
10.15* Buy-Sell Agreement among certain shareholders of the Registrant
dated as of March 31, 1987.
10.18**@ Incentive Stock Option Plan as amended on July 31, 1987.
10.19***@ Employment Agreement with Celestina Sze dated May 8, 1989.
10.20*** 1989 Restated Profit Sharing Plan and Trust effective as of
March 1, 1989.
10.21*** Amendment to Distribution Center lease with Pacific Northwest
Group A dated August 29, 1988.
10.22****@ Employee Stock Purchase Plan adopted August 1, 1990.
10.23**** Amendment to Profit Sharing Plan and Trust dated
February 4, 1991.
10.24**** Asset Purchase Agreement between The United States Shoe
Corporation and Jay Jacobs, Inc. dated April 11, 1991.
10.25#@ Amended and Restated Directors' Nonqualified Stock Option Plan
dated September 12, 1991.
10.26# Transition Agreement and Amendment to Jay Jacobs, Inc. 1989
Restated Profit Sharing Plan and Trust dated March 16, 1992.
10.27## Business Loan Agreement with Seattle-First National Bank dated
April 20, 1993.
10.28## Business Loan Agreement with Seattle-First National Bank dated
December 22, 1993.
10.29##@ Settlement Agreement with Douglas Swerland dated January 7, 1994.
10.30## Business Loan Agreement with Seattle-First National Bank dated
February 1, 1994.
10.31## Agreement with Financo, Inc. dated May 31, 1994.
10.32### Hilco.
10.33####@ Amended and Restated Nonqualified Stock Option Plan dated as
of April 16, 1992.
10.34 Specimen 9.5% Per Annum Promissory Note of the Company Due
January 2, 2001. (Incorporated by reference to Exhibit A to
Exhibit 2 to the Company's Form 8-K report dated October 16,
1995.)
<PAGE>
10.35@ 1995 Stock Option Plan of the Company. (Incorporated by
reference to Exhibit D to Exhibit 2 to the Company's Form 8-K
report dated October 16, 1995.)
10.36@ Employment Agreement between Rex Loren Steffey and the Company
effective as of July 1, 1995. (Incorporated by reference to
Exhibit B-1 to the Company's Form 8-K report dated October 16,
1995.)
10.37@ Employment Agreement between William L. Lawrence, Jr., and the
Company effective as of July 1, 1995. (Incorporated by
reference to Exhibit B-2 to Exhibit 99.5 to the Company's
Form 8-K report dated October 16, 1995.)
10.38@ Form of Stock Option Agreement for the 1994 Corporate Office
Key Employee Retention Plan. (Incorporated by reference to
Exhibit 4.1 to the Company's Form S-8 Registration Statement
on Form S-8 under the Securities Act of 1933 (Registration
No. 33-95244) effective August 4, 1995.)
10.39@ The Jay Jacobs Executive Stock Option Agreement dated as of
September 2, 1994, as amended. (Incorporated by reference to
Exhibit 4.2 to the Company's Form S-8 Registration Statement
on Form S-8 under the Securities Act of 1933 (Registration
No. 33-95244) effective August 4, 1995.)
10.40@ The Rex Loren Steffey Executive Stock Option Agreement dated
as of September 9, 1994, as amended. (Incorporated by reference
to Exhibit 4.4 to the Company's Form S-8 Registration Statement
on Form S-8 under the Securities Act of 1933 (Registration
No. 33-95244) effective August 4, 1995.)
10.41@ The Rex Loren Steffey Restricted Stock Agreement dated as of
September 9, 1994, as amended. (Incorporated by reference to
Exhibit 4.5 to the Company's Form S-8 Registration Statement
on Form S-8 under the Securities Act of 1933 (Registration
No. 33-95244) effective August 4, 1995.)
10.42@ The Rex Loren Steffey Executive Stock Option Agreement dated
as of October 20, 1994, as amended. (Incorporated by reference
to Exhibit 4.6 to the Company's Form S-8 Registration
Statement on Form S-8 under the Securities Act of 1933
(Registration No. 33-95244) effective August 4, 1995.)
10.43@ The William L. Lawrence, Jr. Management Option Agreement dated
as of January 30, 1995. (Incorporated by reference to Exhibit
4.11 to the Company's Form S-8 Registration Statement on Form
S-8 under the Securities Act of 1933 (Registration No. 33-95244)
effective August 4, 1995.)
10.44@ The William L. Lawrence, Jr. Management Option Agreement dated
as of January 30, 1995. (Incorporated by reference to Exhibit
4.12 to the Company's Form S-8 Registration Statement on Form
S-8 under the Securities Act of 1933 (Registration No. 33-95244)
effective August 4, 1995.)
21 Schedule of Subsidiaries.
23 Consent of Price Waterhouse LLP.
27 Financial Data Schedule.
<PAGE>
*Incorporated by reference (utilizing the same exhibit numbers) to the
Company's Registration Statement on Form S-1 under the Securities Act of 1933
(Registration No. 33-13112) declared effective May 19, 1987.
**Incorporated by reference (utilizing the same exhibit numbers) to the
Company's Form 10-K report for the fiscal year ended February 29, 1988.
***Incorporated by reference (utilizing the same exhibit numbers) to the
Company's Form 10-K report for the fiscal year ended February 28, 1989.
****Incorporated by reference (utilizing the same exhibit numbers) to the
Company's Form 10-K report for the fiscal year ended February 28, 1991.
#Incorporated by reference (utilizing the same exhibit numbers) to the
Company's Form 10-K report for the fiscal year ended February 29, 1992.
##Incorporated by reference (utilizing the same exhibit numbers) to the
Company's Form 10-K report for the fiscal year ended February 26, 1994.
###Incorporated by reference (utilizing the same exhibit numbers) to the
Company's 10-Q for the period ended August 27, 1994.
###Incorporated by reference (utilizing the same exhibit numbers) to the
Company's Form 10-K/A, Amendment No.1 for the fiscal year ended January 27,
1996.
@Represents management contract or compensatory plan or arrangement.
ITEM 14. (b) REPORTS ON FORM 8-K
Form 8-K dated October 16, 1995, reporting under Item 5 the
Bankruptcy Court's approval, pursuant to Section 1125 of the Bankruptcy Code, of
the Company's Disclosure Statement for solicitation of the Company's creditors
and shareholders to approve the First Amended Plan.
Form 8-K dated November 16, 1995, reporting under Item 3 the
Bankruptcy Court's confirmation of the Plan and post-confirmation approval of
the LaSalle Facility. The Form 8-K incorporated by reference the consolidated
balance sheet contained in the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended July 29, 1995.
<PAGE>
EXHIBIT INDEX
ITEM DESCRIPTION
- ---- -----------
21 Schedule of Subsidiaries.
23 Consent of Price Waterhouse LLP.
27 Financial Data Schedule.
<PAGE>
SCHEDULE OF SUBSIDIARIES
The Company's only subsidiary is J.J. Distribution Company, a Washington
corporation.
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (No. 33-16837, No. 33-36184, No 33-58586 and No.
33-95244) of Jay Jacobs, Inc. of our report dated April 25, 1996 appearing on
page 19 of this Form 10-K/A.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Seattle, Washington
April 26,1996
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial data extracted from the Registrant's
audited consolidated financial statements as of and for the fiscal year ended
January 27, 1996, and is qualified in its entirety by reference to such
financial statements and the notes thereto.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JAN-27-1996
<PERIOD-START> JAN-29-1995
<PERIOD-END> JAN-27-1996
<CASH> 705
<SECURITIES> 0
<RECEIVABLES> 442
<ALLOWANCES> 0
<INVENTORY> 7323
<CURRENT-ASSETS> 8689
<PP&E> 26411
<DEPRECIATION> 20853
<TOTAL-ASSETS> 14247
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<BONDS> 0
0
0
<COMMON> 12920
<OTHER-SE> (9585)
<TOTAL-LIABILITY-AND-EQUITY> 14247
<SALES> 72886
<TOTAL-REVENUES> 72886
<CGS> 55052
<TOTAL-COSTS> 75697
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2811)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2811)
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<CHANGES> 0
<NET-INCOME> (2811)
<EPS-PRIMARY> (.47)
<EPS-DILUTED> 0
</TABLE>
