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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM 10-K
/ X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 29, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-9482
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HANCOCK FABRICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 64-0740905
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3406 WEST MAIN ST., TUPELO, MS 38801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(601) 842-2834
Securities Registered Pursuant to Section 12(b) of the Act:
Name of each exchange
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Title of each class on which registered
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Common Stock ($.01 par value) New York Stock Exchange
Rights New York Stock Exchange
Securities Registered Pursuant To Section 12(g) of the Act:
None
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 IV
ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
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Number #
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(a) The following documents are filed as part of this report:
(1) Consolidated Financial Statements:
Report of Independent Accountants . . . . . . . . . . . . . . . . . . 22
Consolidated Statement of Earnings for the
three years ended January 29, 1995 . . . . . . . . . . . . . . . . . 13
Consolidated Balance Sheet at January 29, 1995
and January 30, 1994 . . . . . . . . . . . . . . . . . . . . . . . . 14
Consolidated Statement of Cash Flows
for the three years ended January 29, 1995 . . . . . . . . . . . . . 15
Consolidated Statement of Shareholders' Equity
for the three years ended January 29, 1995 . . . . . . . . . . . . . 16
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . 17-22
(2) Consolidated Financial Statement Schedules:
All schedules are omitted because they are not applicable or the
required information is shown in the consolidated financial statements
or notes thereto.
Supplementary data:
Selected Quarterly Financial Data . . . . . . . . . . . . . . . . . . 9
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# Incorporated by reference from the indicated pages of the Hancock
Fabrics, Inc. 1994 Annual Report to Shareholders.
(3) Those exhibits required to be filed as Exhibits to this Annual Report
on Form 10-K pursuant to Item 601 of Regulation S-K are as follows:
Exhibit No.
3.1**** Certificate of Incorporation of Registrant.
3.2*** By-laws of Registrant.
4.1**** Certificate of Incorporation of Registrant.
4.2*** By-laws of Registrant.
4.3*** Rights Agreement between Registrant and C & S/Sovran
Trust Company (Georgia), N.A., as amended March 14,
1991 and restated as of April 2, 1991.
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4.4****** Amendment to Rights Agreement between Registrant and
NationsBank of Georgia, N.A. (formerly C & S/Sovran
Trust Company (Georgia), N.A.) dated June 25, 1992.
4.5****** Agreement between Registrant and Continental Stock
Transfer & Trust Company (as Rights Agent) dated as
of July 16, 1992.
4.6**** Note Purchase Agreement between Registrant and
Nationwide Life Insurance Company, West Coast Life
Insurance Company, Financial Horizons Insurance
Company, Farmland Life Insurance Company and
Wisconsin Health Care Liability Insurance Plan ("Note
Purchase Agreement") dated as of January 15, 1992.
4.7****** Amendment to Note Purchase Agreement dated as of
November 4, 1992.
4.8******* Credit Agreement among Registrant and NationsBank of
Georgia, National Association, as Agent and Lenders
as Signatories Hereto ("Credit Agreement") dated as
of September 20, 1993.
10.1**** Swap Transaction between Registrant and Continental
Bank N.A. dated November 1, 1991.
10.2**** Note Purchase Agreement dated as of January 15, 1992.
10.3****** Amendment to Note Purchase Agreement dated as of
November 4, 1992.
10.4******* Credit Agreement dated as of September 20, 1993.
10.5****** +Form of Indemnification Agreements dated March 23,
1987 between Registrant and each of Don L. Fruge,
Morris O. Jarvis, Ivan Owen and Donna L. Weaver.
10.6******** +Indemnification Agreement between Registrant and
R. Randolph Devening dated as of March 9, 1995.
10.7****** +Form of Indemnification Agreements dated March 23,
1987 between Registrant and each of Dean W. Abraham,
Jack W. Busby, Jr., David H. Jensen, Larry G. Kirk,
Billy M. Morgan, William D. Smothers, Charles R.
Warren and Carl W. Zander.
10.8** Indemnification Agreement between Registrant and
James A. Gilmore dated as of March 2, 1989.
10.9**** Indemnification Agreement between Registrant and
James A. Nolting dated as of December 12, 1991.
10.10****** Indemnification Agreement between Registrant and
David A. Lancaster dated as of March 10, 1993.
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10.11******* Indemnification Agreement between Registrant and
Bradley A. Berg dated as of March 10, 1994.
10.12******** Indemnification Agreement between Registrant and
Larry D. Fair dated as of June 9, 1994.
10.13****** +Agreement between Registrant and Morris O. Jarvis
dated as of May 3, 1987.
10.14* +Amendment to Severance Agreement and to Deferred
Compensation Agreement between Registrant and Morris
O. Jarvis dated as of June 9, 1988.
10.15* +Agreement to Secure Certain Contingent Payments
between Registrant and Morris O. Jarvis dated as of
June 9, 1988.
10.16** +Amendment and Renewal of Severance Agreement and
Amendment of Other Related Agreements between
Registrant and Morris O. Jarvis dated as of March 8,
1990.
10.17*** +Agreement between Registrant and Jack W. Busby, Jr.
dated as of June 9, 1988.
10.18*** +Agreement to Secure Certain Contingent Payments
between Registrant and Jack W. Busby, Jr. dated as of
June 9, 1988.
10.19** +Agreement between Registrant and Larry G. Kirk dated
as of June 9, 1988.
10.20** +Agreement to Secure Certain Contingent Payments
between Registrant and Larry G. Kirk dated as of June
9, 1988.
10.21*** +Form of Amendments and Renewals of Severance
Agreement and Amendments of Other Related Agreements
between Registrant and each of Jack W. Busby, Jr. and
Larry G. Kirk dated as of March 8, 1990.
10.22****** +Amendment, Extension and Restatement of Severance
Agreement between Registrant and Morris O. Jarvis
dated as of March 10, 1993.
10.23****** +Form of Amendment, Extension and Restatement of
Severance Agreements dated as of March 10, 1993
between Registrant and each of Jack W. Busby, Jr. and
Larry G. Kirk.
10.24******** +Supplemental Retirement Plan, as amended.
10.25***** +1987 Stock Option Plan, as amended.
10.26**** +Extra Compensation Plan.
10.27** +1989 Restricted Stock Plan.
10.28***** +1991 Stock Compensation Plan for Nonemployee
Directors.
11******** Computation of Earnings Per Share.
13******** Portions of the Hancock Fabrics, Inc. 1994 Annual
Report to Shareholders (for the fiscal year ended
January 29, 1995) incorporated by reference in this
filing.
21******** Subsidiaries of the Registrant.
23******** Consent of Price Waterhouse LLP.
27 Financial Data Schedule (for SEC use only)
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_____________________
* Incorporated by reference from Registrant's Form 10-K dated
April 26, 1989 as filed with the Securities and Exchange
Commission.
** Incorporated by reference from Registrant's Form 10-K dated
April 26, 1990 as filed with the Securities and Exchange
Commission.
*** Incorporated by reference from Registrant's Form 10-K dated
April 26, 1991 as filed with the Securities and Exchange
Commission.
**** Incorporated by reference from Registrant's Form 10-K dated
April 27, 1992 as filed with the Securities and Exchange
Commission.
***** Incorporated by reference from Registrant's Form 10-Q dated
June 12, 1992 as filed with the Securities and Exchange
Commission.
****** Incorporated by reference from Registrant's Form 10-K dated
April 26, 1993 as filed with the Securities and Exchange
Commission.
******* Incorporated by reference from Registrant's Form 10-K dated
April 27, 1994 as filed with the Securities and Exchange
Commission.
******** Previously filed.
+ Denotes management contract or compensatory plan or
arrangement.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the registrant during the last quarter of
the period covered by this report.
Shareholders may obtain copies of any of these exhibits by writing to the
Secretary at the executive offices of the Company. Please include payment in
the amount of $1.00 for each document, plus $.25 for each page ordered, to
cover copying, handling and mailing charges.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS AMENDMENT TO THIS
REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, ON THIS 25TH DAY OF APRIL, 1995.
HANCOCK FABRICS, INC.
BY /s/ Morris O. Jarvis
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Morris O. Jarvis
Chairman of the Board
and Chief Executive Officer
BY /s/ Larry G. Kirk
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Larry G. Kirk
President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
PURSUANT TO THE REQUIREMENT OF THE SECURITIES EXCHANGE ACT OF 1934,
THIS AMENDMENT TO THIS REPORT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON
BEHALF OF THE REGISTRANT AND IN THE CAPACITIES INDICATED ON THIS 25TH DAY OF
APRIL, 1995.
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SIGNATURE TITLE
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<S> <C>
/s/ Morris O. Jarvis Chairman of the Board,
- ----------------------------------- Chief Executive Officer and
(Morris O. Jarvis) Director
/s/ Larry G. Kirk President,
- ----------------------------------- Chief Financial Officer and
(Larry G. Kirk) Director
/s/ R. Randolph Devening Director
- -----------------------------------
(R. Randolph Devening)
/s/ Don L. Fruge Director
- -----------------------------------
(Don L. Fruge)
/s/ Ivan Owen Director
- -----------------------------------
(Ivan Owen)
/s/ Donna L. Weaver Director
- -----------------------------------
(Donna L. Weaver)
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6
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
BALANCE SHEET P. 13 HANCOCK ANNUAL REPORT, CONSOLIDATED STATEMENT OF EARNINGS
P. 12 HANCOCK ANNUAL REPORT & EXHIBIT 13 FORM 10K AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10K.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-29-1995
<PERIOD-START> JAN-31-1994
<PERIOD-END> JAN-29-1995
<CASH> 3,855
<SECURITIES> 0
<RECEIVABLES> 1,842
<ALLOWANCES> 0
<INVENTORY> 169,128
<CURRENT-ASSETS> 179,836
<PP&E> 21,673
<DEPRECIATION> 0
<TOTAL-ASSETS> 208,622
<CURRENT-LIABILITIES> 56,041
<BONDS> 0
<COMMON> 268
0
0
<OTHER-SE> 96,821
<TOTAL-LIABILITY-AND-EQUITY> 208,622
<SALES> 366,816
<TOTAL-REVENUES> 366,816
<CGS> 195,429
<TOTAL-COSTS> 152,119
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,442
<INCOME-PRETAX> 16,826
<INCOME-TAX> 6,687
<INCOME-CONTINUING> 10,139
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,139
<EPS-PRIMARY> .48
<EPS-DILUTED> .48
</TABLE>
