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 30, 1999 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 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. []
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 26, 1999, 549,220 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 26, 1999) of Jay Jacobs, Inc., held by
non-affiliates was $1,455,433. For the purposes of such calculation, all
outstanding shares of Common Stock have been considered held by non-affiliates,
other than the zero (0) shares beneficially owned by directors and executive
officers of the Registrant.
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. YES 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 women and men in Jay
Jacobs stores is merchandise developed by the Company and sold under its own
label. At January 30, 1999 the Company operated a chain of 120 Jay Jacobs stores
in 22 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 $7,100,000
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. Since December 1997, the investor group,
which includes affiliates of Cahill, Warnock & Company, L.L.C., and T. Rowe
Price Recovery Fund II, L.P., has provided approximately $6,000,000 of
additional financing. The equity securities owned by the investor group
represent a controlling interest in the Company.
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 women's and men's clothing, and features fashionable
merchandise for all lifestyles of its target customer. The majority of the
product offered to women and men in Jay Jacobs stores is merchandise sold under
the private labels of Jay Jacobs, Private Edition, Bainbridge, Bahia and Tank.
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 30, 1999:
<TABLE>
<CAPTION>
STORE TYPE
Women's & Women's Men's
State Men's Only Only Total
<S> <C> <C> <C> <C>
Alaska 8 2 1 11
California 6 6 1 13
Colorado 6 1 0 7
Florida 0 1 0 1
Georgia 2 1 0 3
Idaho 4 1 0 5
Illinois 5 3 1 9
Indiana 3 2 1 6
Kentucky 1 0 0 1
Louisiana 3 1 0 4
Montana 2 3 0 5
Nevada 2 0 0 2
New Mexico 1 0 0 1
No. Carolina 1 4 0 5
Oklahoma 1 1 0 2
Oregon 6 2 0 8
Tennessee 2 2 0 4
Texas 3 1 0 4
Utah 2 0 0 2
Washington 16 4 0 20
Wisconsin 4 2 0 6
Wyoming 1 0 0 1
----------------------------------------------
Total 79 37 4 120
</TABLE>
Store Expansion and Relocation
The Company's strategy is to capitalize on the combination store format where
both women's and men'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 either women's only or men's only
stores.
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 30, 1999, the Company relocated and
reformatted 8 stores in existing malls into the combination store formats.
During the fiscal year ended January 30, 1999, the Company opened 28 stores in
the combination format and closed 16 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 30, 1999, the Company operated 120 stores.
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The Company new-store opening strategy is to open combination format stores in
regional enclosed malls. During the fiscal year ending January 29, 2000, the
Company plans to focus on its store relocation strategy, with fewer new store
openings than during the preceding year.
Merchandise Inventory, Replenishment and Distribution
Merchandise planning, purchasing and marketing are directed from the Company's
headquarters in Seattle, Washington and are 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 in the process of implementing a new management information
system that will improve the ability to track merchandise selling trends and
improve control over merchandise flow. The new system should be operational
during the summer of fiscal 2000.
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.
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 ended January 30, 1999, approximately 88%
of the Company's merchandise was acquired from domestic contractors and 12% from
foreign sources, either directly or through domestic agents.
During the fiscal year ended January 30, 1999, merchandise was purchased from
over 180 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 30,
1999 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
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and advance notice of sale events. The Company also advertises, during peak
selling periods, in mall tabloids that are distributed by mall landlords to
customers.
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 make regular visits to the stores to ensure adherence to corporate
policies and merchandising strategies and to oversee store operations. A
District Manager typically oversees nine to fifteen 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 the efficient receipt, processing, and
distribution 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.
The Company is in the process of implementing a new management information
system that will improve the ability to track merchandise and improve control
within the Distribution Center. The new system should be operational during the
summer of fiscal 2000.
Competition
The retail sale of women's and men's apparel is a highly competitive business.
The Company's competition strategy is to focus on key competitive factors of
price, quality, fashion and merchandise selection. The Company also concentrates
on other competitive factors including 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 women and men. More
specifically, the Company competes with a wide variety of national and regional
women's and men'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
The Company has registered "Jay Jacobs", "American Sportswear Exchange", "D.D.
Sloane", "Private Edition" and several other trademarks of lesser importance
with the U.S. Patent and Trademark Office.
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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 30, 1999 the Company had approximately 347 full-time and 535
part-time store employees. Additionally, the Company had 97 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 24 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.
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 11 month-to-month leases with no stated
expiration. The following table shows the years in which store leases expire
that were effective at January 30, 1999:
<TABLE>
<CAPTION>
Number of Number of Leases
Leases Expiring with Renewal
Year Ending Expiring Options
<S> <C> <C>
January 2000 30 5
January 2001 19 6
January 2002 17 4
January 2003 10 1
January 2004 13 1
January 2005 1 0
January 2006 7 0
January 2007 5 1
January 2008 2 0
January 2009 4 2
January 2010 1 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. Aggregate rental expenses for the fiscal year ended January
30, 1999, were $5,783,648 and aggregate minimum rentals for the year ending
January 29, 2000 are projected to be $5,760,575. 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 2000. The Company expects to renew the lease for
the existing Distribution Center on a long-term basis during fiscal 2000.
The Company leases 36,000 square feet for its corporate headquarters in downtown
Seattle. The lease extends through January 2000. The company expects to relocate
its Corporate Headquarters and is
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exploring alternatives to its existing location. The final decision with regards
to the relocation will be made during the summer of fiscal 2000.
The lease on the Company's downtown Seattle, Washington store expires on January
29, 2000. The Company is currently looking for alternatives in the downtown
Seattle area for a replacement store to its existing location and expects to
make this decision during the summer of 1999.
ITEM 3. LEGAL PROCEEDINGS
The Company is not involved in any material legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
In a unanimous consent dated January 29, 1999, the holders of all of the shares
of the Company's Series A and Series B Preferred Stock approved the creation and
issuance of the Company's Series D Preferred Stock.
PART II
ITEM 5. MARKET FOR REGISTRANT'S 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 "JAYJ". Prior to April 6, 1998 the company stock
symbol was "JAYJ". The symbol was changed on April 6 to "JAYJD" to reflect trade
after the reverse split. The Company's stock symbol reverted back to "JAYJ" on
May 11, 1998 and continues to be traded under that symbol. The common stock was
previously 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 30, 1999 $1.50 $0.75
October 31, 1998 2.99 0.75
August 1, 1998 3.75 2.25
May 2, 1998 8.10 4.50
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
</TABLE>
On April 26, 1999 the closing price for the Company's stock was $2.65. 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 26, 1999
was 777.
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Dividend Policy
The Company has never paid cash dividends on its common stock.
ITEM 6. SELECTED FINANCIAL DATA
Pursuant to Rule 12b-25, this item has been omitted from this Form 10-K and will
be filed by subsequent amendment. In preparing its financial statements for
fiscal 1999, management discovered certain errors in its accounts payable and
cost of goods sold for fiscal 1998. The Company is in the process of determining
which elements of accounts payable and purchases had not been properly recorded
in fiscal 1998, resulting, among other things, in an understatement of the net
loss for fiscal 1998 of approximately $3,500,000. The Company expects to restate
its financial statements for fiscal 1998 to reflect the appropriate adjustments.
Because of the substantial resources that the Company's accounting staff has
devoted to the identification and resolution of this matter, it was unable to
present finalized financial statements for fiscal 1999 to its auditors in time
to permit the audit to be conducted as scheduled. The Company expects to file an
amendment on Form 10-KA containing audited financial statements and Management's
Discussion with respect thereto on or before May 17, 1999.
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.
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.
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 49 President and Chief Executive Officer
William L. Lawrence, Jr. 48 Exectuive 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
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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 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. 48 1997
Rex Loren Steffey 49 1994
Michael D. Sullivan 58 1997
Edward L. Cahill 45 1997
Kim Z. Golden 43 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 BT Alex. Brown Incorporated where, from 1986 through 1995, he headed
the firm's Health Care Investment Banking Group. Mr. Cahill is also a director
of Occupational Health + Rehabilitation Inc, Prism Health Group, Inc., The
Maryland Bioprocessing Center, and Centene Corporation.
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.
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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 1999, 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 30, 1999. 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 30, 1999. 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 30, 1999. Such information is incorporated herein by
reference and made a part hereof.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
ITEM 14. (a) (1)
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)
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 14. (a)(3) LIST OF EXHIBITS
Exhibits
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 Articles of Amendment to the Registrant's Restated Articles of
Incorporation (Incorporated by reference to Exhibit 3.2 to the
Company's Form 10-Q filed June 16, 1998 (the "Form 10-Q"))
3.3 Articles of Amendment of Articles of Incorporation containing
the Statement of Rights and Preferences of the Series D
Preferred Stock (Incorporated by reference to the Company's
Form 8-K filed February 21, 1999 (the "Form 8-K"))
3.4 Bylaws (Incorporated by reference to Exhibit 3.3 to the Form S-1)
4.1 Form of specimen certificate for the Series D Preferred Stock
(Incorporated by reference to Exhibit 4.1 to the Form 8-K)
4.2 Form of Warrant (Incorporated by reference to Exhibit 4.2 to the
Form 8-K)
4.3 Form of Debenture (Incorporated by reference to Exhibit 4.2 to the
Form 10-Q)
4.4 Amended and Restated Registration Rights Agreement (Incorporated
by reference to Exhibit 4.3 to the Form 8-K)
4.5 Voting Agreement between Investors and Messrs. Steffey and
Lawrence (Incorporated by reference to Exhibit 4.2 to the
Company's Form 8-K filed on December 15, 1997 (the "1997 Form
8-K"))
4.6 Agreement between T Rowe Price Recovery Fund II, L.P. and
remaining Investors (Incorporated by reference to Exhibit 4.3
to the 1997 Form 8-K)
10.1 Preferred Stock Purchase Agreement (Incorporated by reference to
Exhibit 2.1 to the 1997 Form 8-K)
10.2 Subordinated Debenture Agreement (Incorporated by reference to
Exhibit 4.4 to the 1997 Form 8-K)
10.3 Securities Purchase Agreement (Incorporated by reference to
Exhibit 10.1 of the Form 8-K)
10.4 FINOVA Line of Credit (Incorporated by reference to Exhibit 10.2
to the Company's Form 10-Q filed on September 15, 1998)
10.5 Amendment No. 2 to Loan and Security Agreement and Limited Waiver
and Consent (Incorporated by reference to Exhibit 10.2 of the Form
8-K)
10.6 1998 Stock Incentive Plan (Incorporated by reference to Exhibit
3.1 to the 1997 Form 8-K)
10.7 Employment Agreement with Rex L. Steffey (Incorporated by
reference to Exhibit 10.2 to the 1997 Form 8-K)
10.8 Employment Agreement with William L. Lawrence, Jr. (Incorporated
by reference to Exhibit 10.3 to the 1997 Form 8-K)
11 Statement re computation of per share earnings (to be filed by
amendment)
21 Schedule of Subsidiaries
23 Consent of Independent Accountants (to be filed by amendment)
27 Financial Data Schedule (to be filed by amendment)
ITEM 14. (b) REPORTS ON FORM 8-K
Form 8-K dated February 1, 1999 reporting under Item 5 the creation and issuance
of the Company's Series D Preferred Stock and certain warrants to acquire the
Company's Common Stock.
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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 29, 1999.
Jay Jacobs, Inc.
/s/ 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
/S/ MICHAEL D. SULLIVAN
- ------------------------
Michael D. Sullivan Chairman of the Board April 29, 1999
and Director
/S/ EDWARD L. CAHILL
- ------------------------
Edward L. Cahill Director April 29, 1999
/S/ KIM Z. GOLDEN
- ------------------------
Kim Z. Golden Director April 29, 1999
/S/ REX LOREN STEFFEY
- ------------------------
Rex Loren Steffey President, Chief Executive April 29, 1999
Officer and Director
/S/ WILLIAM L. LAWRENCE, JR.
- ----------------------------
William L. Lawrence, Jr. Executive Vice President, April 29, 1999
Chief Financial Officer
and Director
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EXHIBIT INDEX
ITEM DESCRIPTION
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 Articles of Amendment to the Registrant's Restated Articles of
Incorporation (Incorporated by reference to Exhibit 3.2 to the
Company's Form 10-Q filed June 16, 1998 (the "Form 10-Q"))
3.3 Articles of Amendment of Articles of Incorporation containing
the Statement of Rights and Preferences of the Series D
Preferred Stock (Incorporated by reference to the Company's
Form 8-K filed February 21, 1999 (the "Form 8-K"))
3.4 Bylaws (Incorporated by reference to Exhibit 3.3 to the Form S-1)
4.1 Form of specimen certificate for the Series D Preferred Stock
(Incorporated by reference to Exhibit 4.1 to the Form 8-K)
4.2 Form of Warrant (Incorporated by reference to Exhibit 4.2 to the
Form 8-K)
4.3 Form of Debenture (Incorporated by reference to Exhibit 4.2 to the
Form 10-Q)
4.4 Amended and Restated Registration Rights Agreement (Incorporated
by reference to Exhibit 4.3 to the Form 8-K)
4.5 Voting Agreement between Investors and Messrs. Steffey and
Lawrence (Incorporated by reference to Exhibit 4.2 to the
Company's Form 8-K filed on December 15, 1997 (the "1997 Form
8-K"))
4.6 Agreement between T Rowe Price Recovery Fund II, L.P. and
remaining Investors (Incorporated by reference to Exhibit 4.3
to the 1997 Form 8-K)
10.1 Preferred Stock Purchase Agreement (Incorporated by reference to
Exhibit 2.1 to the 1997 Form 8-K)
10.2 Subordinated Debenture Agreement (Incorporated by reference to
Exhibit 4.4 to the 1997 Form 8-K)
10.3 Securities Purchase Agreement (Incorporated by reference to
Exhibit 10.1 of the Form 8-K)
10.4 FINOVA Line of Credit (Incorporated by reference to Exhibit 10.2
to the Company's Form 10-Q filed on September 15, 1998)
10.5 Amendment No. 2 to Loan and Security Agreement and Limited Waiver
and Consent (Incorporated by reference to Exhibit 10.2 of the Form
8-K)
10.6 1998 Stock Incentive Plan (Incorporated by reference to Exhibit
3.1 to the 1997 Form 8-K)
10.7 Employment Agreement with Rex L. Steffey (Incorporated by
reference to Exhibit 10.2 to the 1997 Form 8-K)
10.8 Employment Agreement with William L. Lawrence, Jr. (Incorporated
by reference to Exhibit 10.3 to the 1997 Form 8-K)
11 Statement re computation of per share earnings (to be filed by
amendment)
21 Schedule of Subsidiaries
23 Consent of Independent Accountants (to be filed by amendment)
27 Financial Data Schedule (to be filed by amendment)
Page 13
EXHIBIT 21
SCHEDULE OF SUBSIDIARIES
J.J. Distribution Company, a Washington corporation.
