SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 1998 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 of organization)
1530 Fifth Ave., Seattle, WA 98101
(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 $0.01 per share
Pursuant to Rule 12b-25, the following items have been omitted from this filing:
Items 6, 7, 8, 14(a)(1) and 14(a)(2), and Exhibits 23 and 27.
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 definition proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Applicable only to Registrants involved in bankruptcy proceedings during the
preceding five years: Indicate by check mark whether the Registrant has filed
all documents and reports required to be filed by Section 12, 13, or 15(d) of
the Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. YES X NO _______
------
As of April 14, 1998 544,323 shares of Common Stock of the Registrant were
outstanding, and the aggregate market value of the share (based upon the closing
price of the shares traded on April 14, 1998) of Jay Jacobs, Inc., held by
non-affiliates was $3,402,018. For the purposes of such calculation, all
outstanding shares of Common Stock have been considered held by non-affiliates,
other than the 0 shares beneficially owned by directors and executive officers
of the Registrant.
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 _______
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PART 1
ITEM 1. BUSINESS
General
Jay Jacobs, Inc. ("Jay Jacobs" or the "Company") operates a chain of specialty
apparel stores offering fashion conscious young women and men contemporary
clothing at reasonable prices. The Company targets the 18 to 34 age group and
features fashionable merchandise for all lifestyles of its target customer at
competitive prices. The majority of the product offered to men and women in Jay
Jacobs stores is merchandise developed by the Company and sold under its own
label. At January 31, 1998 the Company operated a chain of 108 Jay Jacobs stores
in 19 states. These stores are concentrated in the Northwest, Midwest and
Southwest and are located in regional, enclosed shopping malls.
The Company was founded in 1941 in Seattle, Washington and grew to a 288 store
operation by 1992. By early 1994, the company had become overextended and, in
May 1994, it filed a voluntary petition under Chapter 11 of the Bankruptcy code.
New management was brought in and commenced a restructuring of operations that
involved the closing of over 100 stores by January 1997. In June 1997, the
Bankruptcy Court approved a final decree and the case was closed. The Company
then focused its efforts on raising operating capital and paying its debt to its
unsecured creditors. In December 1997, the company raised a total of $7.1
million through the sale of two series of preferred stock to institutional
investors permitting the payment in full of the unsecured creditors (following a
modification of the original decree to permit partial payment in stock) and
providing additional operating capital.
DESCRIPTION OF BUSINESS
The principal aspects of the Company's business are summarized below.
Retail Merchandising
Jay Jacobs' merchandising strategy is targeted at the 18 to 34 age group. The
Company offers both men's and women's clothing, and features fashionable
merchandise for all lifestyles of its target customer. The majority of the
product offered to men and women in Jay Jacobs stores is merchandise sold under
the private labels of Jay Jacobs, D.D. Sloane, Private Edition, and American
Sportswear Exchange. Management believes that focusing on private label designs
provides unique positioning for the Company's merchandise. The Company also
understands that its customer wants quality as well as value. Through the use of
in-store displays and promotional signage, the Company and its trained store
personnel show customers how the merchandise works together to create a variety
of outfits and looks. Value is demonstrated in regular promotions emphasizing
multiple purchases. The target age group has a built-in need for apparel as they
make the transition from school to career. Management believes that the Company
is well positioned to meet these needs. Finally, this market segment will be
growing over the next ten years. This growth will be primarily in the 18 to 25
year age group, which represents the "Baby Echo Boom" generation coming of age
(i.e. children of the Baby Boom Generation).
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Retail Store Locations
The Company's stores are located, principally, in major enclosed regional
shopping malls. In addition to lease terms, site selection is influenced by mall
location, store location within the mall, the demographics of the area
surrounding the mall, and expected mall traffic.
The following table shows the number of stores by type and by state operated by
the Company as of January 31, 1998:
<TABLE>
<CAPTION>
STORE TYPE
Women's Women's Men's
State & Men's Only Only Total
<S> <C> <C> <C> <C>
Alaska 7 3 2 12
California 4 7 3 14
Colorado 5 2 1 8
Florida 0 1 0 1
Georgia 1 1 0 2
Idaho 2 2 0 4
Illinois 3 1 1 5
Indiana 5 0 0 5
Louisiana 3 0 0 3
Montana 2 2 1 5
Nevada 1 1 1 3
New Mexico 1 0 0 1
Oklahoma 1 0 0 1
Oregon 5 3 0 8
Texas 5 2 0 7
Utah 1 0 0 1
Washington 14 7 1 22
Wisconsin 1 3 0 4
Wyoming 1 1 0 2
--------------- ------------- ------------ ------------
Total 62 36 10 108
</TABLE>
Store Expansion and Relocation
The Company's strategy is to capitalize on the combination store format where
both men's and women's merchandise is displayed within the same store. The
combination store format, which ranges in size between 4,000 and 6,000 square
feet, achieves greater productivity than women's only and men's only store.
The Company plans to reformat a portion of its women's only and men's only
stores into the combination store formats by relocating those stores to more
productive locations within the mall in which the store is currently located.
This process will be completed over the next five years as store leases expire.
During the fiscal year ended January 31, 1998, the Company relocated and
reformatted 15 stores in existing malls into the combination store formats.
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During the fiscal year ended January 31, 1998, the Company opened 3 stores in
the combination format and closed 18 stores, each of which was at the end of its
lease term. The Company did not incur any material expense as a result of the
store closings. As of January 31, 1998, the Company operated 108 stores.
The Company new-store opening strategy is to open combination format stores in
regional enclosed malls. During the fiscal year ending January 31, 1999, the
Company plans to open at least 20 combination stores.
Merchandise Inventory, Replenishment and Distribution
Merchandise planning, purchasing and marketing is directed from the Company's
headquarters in Seattle, Washington and is overseen by the Company's General
Merchandise Managers and their team of 24 associates.
The Company utilizes a computerized point-of-sale merchandise system that
provides detailed information on sales and inventory levels, on a daily basis,
to the merchandise staff. The system provides detailed information on inventory
by department, merchandise classification, style, color and size to the staff
via computer terminal or printed reports. Information regarding fast selling and
slow-moving merchandise is monitored closely in order to identify consumer
buying trends, allowing the Company to quickly and appropriately respond when
making purchasing and pricing decisions. Emphasis is placed on ensuring that
each merchandise category achieves the planned turnover level. The Company
generally uses price changes to clear this merchandise. Price changes may occur
when inventory exceeds customer demand for reasons of style, seasonal
adaptation, changes in customer preference, lack of consumer acceptance of
fashion items, competition, or if it is determined that the inventory in stock
will not sell at its currently ticketed price.
The specialty retail business fluctuates according to changes in the economy and
customer preferences, dictated by fashion and season. These fluctuations
especially affect the inventory owned by apparel retailers, since merchandise
usually must be ordered well in advance of its selling season. While the Company
endeavors to test many merchandise items before ordering large quantities, it is
still vulnerable to changing fashion trends and fluctuations in customer
demands.
The Company is currently researching alternatives and costs for upgrading both
the software and hardware components of its computer inventory tracking and
financial systems in order to increase reporting flexibility, enhance
management's decision making capability, and comply with year 2000 requirements.
Purchasing
The Company works with established sources of fashion apparel and seeks
suppliers and manufacturers that will assist the Company in its merchandise
strategy. The Company works closely with its suppliers to design merchandise
that meets the needs of its target customers. Substantially all of the Company's
merchandise is sold under its own label.
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The Company believes that it has good relationships with its vendors. The
Company purchases merchandise from both domestic and foreign suppliers either
directly from a factory or through a domestic agent. The Company's domestic
vendors include suppliers who produce merchandise that meets the Company's
specifications. During the fiscal year ending January 31, 1998, approximately
90% of the Company merchandise was produced with domestic contractors and 10%
manufactured with foreign resources either directly or through domestic agents.
During the fiscal year ended January 31, 1998, merchandise was purchased from
over 200 suppliers. No single vendor accounted for more than 10% of the
Company's purchases.
Retail Advertising
The Company's advertising expenditures during the fiscal year ended January 31,
1998 were approximately 0.2% of net sales. Like many specialty retailers, the
Company relies heavily on its locations in malls and on in-store graphics and
displays to attract customers to its stores. In addition, the Company maintains
a list of preferred customers and periodically advises them of special offers
and advance notice of sale events. The company also advertises in the form of
mall tabloids that are distributed by mall landlords to customers during peak
selling periods.
Retail Store Operations
The Company's focus is on attentive, personalized customer service. Sales
associates are selected for their knowledge and interest in fashion, as well as
for friendliness and eagerness to satisfy the customer. Sales associates are
compensated with an hourly wage based on experience and past performance and
with sales contests and performance awards for meeting established goals.
The management of a retail store is overseen by a District Manager, a Regional
Manager, and ultimately, the Vice President of Store Operations. Each of these
individuals makes regular visits to the stores to ensure adherence to corporate
policies and merchandising strategies and to oversee store operations. A
District Manager typically oversees eight to eleven stores, each of which is
staffed by a Store Manager and one or more Assistant Store Managers. These
managers are eligible to receive incentive compensation based on the performance
of the store or stores under their supervision. Accounting functions for all
stores are centralized at corporate headquarters.
Distribution
The Company leases a 60,000 square foot facility in a warehousing complex near
Seattle for use as its Distribution Center. The facility is equipped with
sophisticated systems that allow for
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the efficient receiving and processing of merchandise. The Company estimates
that the Distribution Center has the capacity to process merchandise for
approximately 300 stores and has the potential to process approximately 500
stores with the installation of additional equipment within the existing space.
All merchandise is shipped directly from the vendors to the Distribution Center
where it is received, inspected, and priced before being shipped by common
carrier to stores. Emphasis is placed on having goods in and out of the
Distribution Center quickly to ensure frequent shipments to the Company's
stores. The Company has increased, and intends to continue to increase, the
percentage of receipts that are pre-ticketed during the upcoming fiscal year, to
bring about greater efficiency in its Distribution Center.
Competition
The retail sale of men's and women's apparel is a highly competitive business.
The Company believes that the key competitive factors are price, quality,
fashion and merchandise selection. Other competitive factors include brand name
recognition, store location and layout, and customer service. In the broadest
sense, the Company competes with all retailers that sell fashionable apparel to
young men and women. More specifically, the Company competes with a wide variety
of national and regional men's and women's apparel retailers such as the Limited
Express, Structure, J. Riggins, The Gap, Banana Republic, The Buckle and others.
The Company also competes with chain stores such as Nordstrom, The Bon Marche,
Lamonts, Mervyn's, Federated and Dayton Hudson. Many of the Company's
competitors are considerably larger with greater financial and other resources.
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.
Seasonality
Historically, the Company's operations have been seasonal, with highest sales
and net income occurring in the fourth fiscal quarter, reflecting increased
demand during the year-end holiday selling season and, to a lesser extent, the
third quarter, reflecting increased demand during the Fall selling season. The
Company has generally recognized net losses during its first and second fiscal
quarters.
Employees
As of January 31, 1998 the Company had approximately 326 full-time and 547
part-time store employees. Additionally, the Company had 83 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 sales associates, including store management. None of the Company's
employees are covered by a collective bargaining agreement. The Company
considers its relations with its employees to be satisfactory.
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ITEM 2. PROPERTIES
Leases
Jay Jacobs leases all of its stores. In general, store leases have an initial
term of two to fifteen years, and some have one or more renewal options.
Additionally, the Company has 9 month-to-month leases with no expiration. The
following table shows the years in which store leases expire that were effective
at January 31, 1998:
<TABLE>
<CAPTION>
Number of Number of Leases
Year Ending Leases Expiring with
Expiring Renewal Options
<S> <C> <C>
January 1999 31 1
January 2000 22 5
January 2001 13 2
January 2002 10 1
January 2003 7 1
January 2004 4 1
January 2005 3 0
January 2006 6 0
January 2007 3 1
</TABLE>
The Company's leases generally provide for a base rental rate and typically
require the payment of a percentage of sales as additional rent when sales reach
specified levels. In addition, the Company is generally responsible for all mall
merchant dues and common area charges in shopping center locations and, in
certain instances, for real estate taxes and other expenses.
The Company currently leases 60,000 square feet for its Distribution Center in a
warehousing complex near Seattle. The Company's lease for the Distribution
Center extends through January 1999, with an option to renew.
The Company leases 36,000 square feet for its corporate headquarters in downtown
Seattle. The lease extends through January 2000.
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ITEM 3. LEGAL PROCEEDINGS
On May 13, 1994, the Company filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code in the United Stated Bankruptcy Court for the Western
District of Washington (Case No. 94-03993). During the bankruptcy case,
management restructured operations and capitalization and formulated a plan of
reorganization. On November 16, 1995, the Bankruptcy Court confirmed the
Company's Second Amended Plan of Reorganization (the "Plan"), which became
effective on November 28, 1995, and on June 23, 1997, the Bankruptcy Court
approved a final decree closing the bankruptcy case. In connection with the $7.1
million capital infusion from the sale of two series of the Company's preferred
stock, on December 1, 1997, the Bankruptcy Court re-opened the bankruptcy case,
approved a modification of treatment of Class 3 (general unsecured) claims under
the Plan to permit the Company to satisfy approximately $2,500,000 in debt to
its Class 3 creditors with cash payments totaling approximately $1.5 million and
the issuance of 1,889,763 shares of common stock, and re-closed the case. The
cash was paid and stock issued in December 1997. At this time the Company
believes it has made all payments required to be made under the Plan, except for
five remaining quarterly payments in the amount of $80,000 each of certain
priority tax claims, the last of which payments is due in April 1999.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company did not hold an annual meeting during the fiscal year ended January
31, 1998.
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PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON STOCK AND RELATED SHAREHOLDER MATTERS
Market Prices of Common Stock
The Common Stock of Jay Jacobs, Inc. is currently listed on the Electronic
Bulletin Board under the symbol "JAYJD". Prior to April 6, 1998 the company
stock symbol was "JAYJ". The symbol was changed on April 6 to reflect trade
after the reverse split. The Common Stock was listed for trading on the NASDAQ
National Market under the symbol "JAYJ". On June 28, 1996 the Company was
delisted from the NASDAQ National Market due to not meeting their Net Tangible
Asset Requirement.
The table below sets forth the high and low closing prices as reported by NASDAQ
and the OTC Bulletin Board for the last eight fiscal quarters.
<TABLE>
<CAPTION>
Closing Prices
Quarter Ended High Low
------------------------------ -------------- -------------
<S> <C> <C>
January 31, 1998 $14.06 $5.63
November 1, 1997 24.38 1.95
August 2, 1997 4.50 1.65
May 3, 1997 6.56 3.15
February 1, 1997 $11.25 $5.63
October 26, 1996 8.44 4.20
July 27, 1996 31.88 5.63
April 27, 1996 34.69 22.50
</TABLE>
On April 14, 1998 the closing price for the Company's stock was $6.25. All stock
prices have been adjusted to reflect the 1-for-15 reverse split effective April
3, 1998.
Number of Record Holders
The number of record holders of the Company's Common Stock as of April 14, 1998
was 806.
Dividend Policy
The Company has never paid cash dividends on its Common Stock.
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ITEM 6. SELECTED FINANCIAL DATA
(in thousands, except per share data)
Pursuant to Rule 12b-25, this Item has been omitted from this Form 10-K and
will be filed by subsequent amendment.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Pursuant to Rule 12b-25, this Item has been omitted from this Form 10-K and
will be filed by subsequent amendment.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Pursuant to Rule 12b-25, this Item has been omitted from this Form 10-K and
will be filed by subsequent amendment.
Page 12
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
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
Rex Loren Steffey 48 President and Chief Executive Officer
William L. Lawrence, Jr. 47 Executive Vice President and Chief
Financial Officer
Rex Loren Steffey came to Jay Jacobs in September 1994 from Paul Harris
Stores, Inc., an Indiana-based fashion retail enterprise similar to that of Jay
Jacobs. He has 20 years of experience in the retail industry. Mr. Steffey served
in various executive merchandising positions at Paul Harris from 1975 to 1986.
From 1987 to 1991 Mr. Steffey held senior positions with the Cato Corporation
and Montgomery Ward. Mr. Steffey rejoined Paul Harris as
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Vice President of Merchandising in June 1991, shortly after it filed for Chapter
11 protection, to revamp its merchandising strategy and control. He directed
Paul Harris' merchandise planning, distribution, marketing, and management
information services during and through its successful Chapter 11 reorganization
that was concluded in September 1992.
Mr. Steffey was the Senior Vice President of Operations at Paul Harris from
March 1993 until August 1993. Thereafter, he served as its President and Chief
Operating Officer until he was hired by Jay Jacobs.
William L. Lawrence, Jr. came to Jay Jacobs in January 1995. He has over 20
years of retail experience. Prior to joining the Company, Mr. Lawrence was
Senior Vice President and Chief Financial Officer for Paul Harris Stores, Inc.
from March 1994 until January 1995. From March 1993 to March 1994, he was Senior
Vice President - Finance of Paul Harris. From 1990 until March 1993, Mr.
Lawrence also served as Paul Harris' Vice President - Controller, Corporate
Secretary, and Assistant Treasurer.
CURRENT DIRECTORS
Director
Name Age Since
William L. Lawrence, Jr. 47 1997
Rex Loren Steffey 48 1994
Michael D. Sullivan 57 1997
Edward L. Cahill 44 1997
Kim Z. Golden 42 1997
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.
Michael D. Sullivan has been Chairman of the Board of Golf America Stores, Inc.,
a golf apparel retailing company, from October 1996 to the present. Mr. Sullivan
has also been Chairman of the Board of Pro Axon International, LLC, a hair care
products company since December 1994. From August 1974 to November 1994, Mr.
Sullivan was President and Chief Executive Officer of Merry-Go-Round
Enterprises, Inc., a fashion retailer. Merry-Go-Round filed a reorganization
petition under Chapter 11 of the Federal Bankruptcy law in January 1994, and
subsequently announced a bankruptcy liquidation. Mr. Sullivan is also a director
of Baltimore Gas and Electric Company.
Edward L. Cahill is a founding partner of Cahill, Warnock & Company, LLC, an
asset management firm established to invest in small public companies. Prior to
founding Cahill, Warnock & Company in July 1995, Mr. Cahill was a Managing
director at Alex Brown & Sons Incorporated where, from 1986 through 1995, he
headed the firm's Health Care Investment
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Banking Group. Mr. Cahill is also a director of Occupational Health +
Rehabilitation Inc., GENEMEDICINE, INC., Prism Health Group, Inc., and The
Maryland Bioprocessing Center.
Kim Z. Golden is a Managing Director of T. Rowe Price Recovery Fund II, L.P.
From May 1991 to the present, Mr. Golden has been a Vice President of T. Rowe
Price Associates ("TRPA"), a mutual fund company. Prior to joining TRPA Mr.
Golden held various positions at Chemical Banking Corporation (now Chase
Manhattan) where he was a Vice President of Corporate Finance. Mr. Golden is
also a Director of Seaman Furniture Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who own more than ten percent of the
Company's stock to file reports of ownership and changes in ownership with the
Securities and Exchange Commission ("SEC"). Executive officers, directors and
beneficial owners of more than ten percent of the Company's stock are required
by SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. Based solely on a review of the copies of such forms received by the
Company and on written representations from certain reporting persons that they
have complied with the relevant filing requirements, the Company believes that,
during Fiscal 1997, its officers and directors have complied with all applicable
Section 16(a) filing requirements
ITEM 11. EXECUTIVE COMPENSATION
The information required by Part III (Item 11) is set forth in the Company's
definitive proxy statement which will be filed pursuant to Regulation 14A within
120 days of January 31, 1998. Such information is incorporated herein by
reference and made a part hereof.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The information required by Part III (Item 12) is set forth in the Company's
definitive proxy statement which will be filed pursuant to Regulation 14A within
120 days of January 31, 1998. Such information is incorporated herein by
reference and made a part hereof.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Part III (Item 13) is set forth in the Company's
definitive proxy statement which will be filed pursuant to Regulation 14A within
120 days of January 31, 1998. Such information is incorporated herein by
reference and made a part hereof.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
ITEM 14. (a)(1) INDEX TO FINANCIAL STATEMENTS
Pursuant to Rule 12b-25, this Item has been omitted from this Form 10-K and will
be filed by subsequent amendment.
ITEM 14. (a)(2) FINANCIAL STATEMENT SCHEDULES
Pursuant to Rule 12b-25, this Item has been omitted from this Form 10-K and will
be filed by subsequent amendment.
ITEM 14. (a)(3) LIST OF EXHIBITS
The Exhibits indexed on pages 18 of this report are included as
part of this Form 10-K.
ITEM 14. (b) REPORTS ON FORM 8-K
Form 8-K dated November 17, 1997, reporting under Item 7 the recapitalization of
the Company and final payment to pre-bankruptcy creditors.
Form 8-K dated December 5, 1997, reporting change of control of Registrant.
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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 April 30, 1998.
Jay Jacobs, Inc.
By: REX LOREN STEFFEY
-----------------------------------------
Rex Loren Steffey
President and Chief Executive Officer and
Director (Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signature Title Date
MICHAEL D. SULLIVAN
- -----------------------------
Michael D. Sullivan Chairman of the Board April 30, 1998
and Director
EDWARD L. CAHILL
- ----------------------------
Edward L. Cahill Director April 30, 1998
KIM Z. GOLDEN
- ----------------------------
Kim Z. Golden Director April 30, 1998
REX LOREN STEFFEY
- ----------------------------
Rex Loren Steffey President, Chief Executive April 30, 1998
Officer and Director
WILLIAM L. LAWRENCE, JR.
- ----------------------------
William L. Lawrence, Jr. Executive Vice President, April 30, 1998
Chief Financial Officer and Director
17
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EXHIBIT INDEX
ITEM DESCRIPTION
2.1 Preferred Stock Purchase Agreement (Incorporated by reference to
Exhibit 2.1 to the Company's Form 8-K filed December 15, 1997 (the
"Form 8-K")).
3.1 Restated Articles of Incorporation (Incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form S-1,
Registration No. 33-13112, declared effective May 19, 1987 (the "Form
S-1")).
3.2 Amendment to the Articles of Incorporation (Incorporated by reference
to Exhibit 3.1 to Form 8-K).
3.3 Bylaws (Incorporated by reference to Exhibit 3.3 to the Form S-1).
4.1 1998 Stock Incentive Plan (Incorporated by reference to Exhibit 4.1 to
the Form 8-K).
4.2 Voting Agreement between Investors and Messrs. Steffey and Lawrence
(Incorporated by reference to Exhibit 4.2 to the Form 8-K).
4.3 Agreement between T. Rowe Price Recovery Fund II, L.P. and remaining
Investors (Incorporated by reference to Exhibit 4.3 to the Form 8-K).
4.4 Registration Rights Agreement (Incorporated by reference to Exhibit
4.4 to the Form 8-K).
10.1 GECC Loan and Security Agreement (Incorporated by reference to Exhibit
10.1 to the Company's Form 10-Q filed December 17, 1997 (the "Form
10-Q")).
10.2 First Amendment to GECC Loan and Security Agreement (Incorporated by
reference to Exhibit 10.2 to the Form 10-Q).
10.3 Second Amendment to GECC Loan and Security Agreement Incorporated by
reference to Exhibit 10.3 to the Form 10-Q).
10.4 Employment Agreement with Rex L. Steffey (Incorporated by reference to
Exhibit 10.2 to the Form 8-K).
10.5 Employment Agreement with William L. Lawrence, Jr. (Incorporated by
reference to Exhibit 10.3 to the Form 8-K).
21 Schedule of Subsidiaries
23 Consent of Independent Accountants (to be filed by amendment)
27 Financial Data Schedule (to be filed by amendment)
99.1 Press Release dated December 5, 1997 (Incorporated by reference to
Exhibit 99.1 to the Form 8-K).
99.2 Order Reopening Case, Modifying Treatment of Class 3 (General
Unsecured) Claims under the Company's Plan of Reorganization, and
Reclosing Case (Incorporated by reference to Exhibit 99.2 to the Form
8-K).
99.3 Notice of Effectiveness of Plan Modification (Incorporated by
reference to Exhibit 99.3 to the Form 8-K).
18
EXHIBIT 21
SCHEDULE OF SUBSIDIARIES
The Company's only subsidiary is J.J. Distribution Company, a Washington
corporation.
19
