SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended October 12, 1996.
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period_______________ to ___________________.
Commission file number: 0-16900
RICHFOOD HOLDINGS, INC.
Incorporated under the laws I.R.S. Employer Identification
of Virginia No. 54-1438602
8258 Richfood Road
Mechanicsville, Virginia 23116
Telephone Number (804) 746-6000
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 .
The number of shares outstanding of the Registrant's common stock as of November
21, 1996, was as follows:
Common Stock, without par value: 47,284,489 shares.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements.
RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Dollar amounts in thousands, except per share data)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
(Unaudited)
Second Quarter Ended
-----------------------------------------------------------
October 12, October 14,
1996 % 1995 %
- ----------------------------------------------------------------------------------------------
<S> <C>
Sales $ 739,640 100.00 $ 717,543 100.00
Costs and expenses, net:
Cost of goods sold 662,020 89.51 648,835 90.42
Operating and adminis-
trative expenses 55,898 7.55 49,868 6.95
Interest expense 1,585 0.21 3,103 0.43
Interest income (838) (0.11) (754) (0.10)
-------- ------ --------- ------
Earnings before income taxes 20,975 2.84 16,491 2.30
Income taxes 8,403 1.14 6,641 0.93
----------- ---- ------------ ----
Net earnings $ 12,572 1.70 $ 9,850 1.37
========== ==== =========== ====
Net earnings per common share $ .27 $ .21
========== ===========
Cash dividends declared
per common share $ .03 $ .02
========== ===========
Average common shares
outstanding 47,283,785 46,815,254
========== ==========
</TABLE>
See accompanying Notes to the Consolidated Financial Statements.
<PAGE>
RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Dollar amounts in thousands, except per share data)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
(Unaudited)
Year-to-Date
---------------------------------------------------------
October 12, October 14,
1996 % 1995 %
- --------------------------------------------------------------------------------------------
<S> <C>
Sales $ 1,493,023 100.00 $ 1,484,510 100.00
Costs and expenses, net:
Cost of goods sold 1,337,504 89.58 1,338,803 90.19
Operating and adminis-
trative expenses 112,060 7.51 106,594 7.18
Interest expense 3,259 0.22 6,867 0.46
Interest income (1,596) (0.11) (1,499) (0.10)
---------- ------ ----------- ------
Earnings before income taxes 41,796 2.80 33,745 2.27
Income taxes 16,779 1.12 13,730 0.92
------------ ---- ------------- ----
Net earnings $ 25,017 1.68 $ 20,015 1.35
========== ==== ============ ====
Net earnings per common share $ .53 $ .43
========== ============
Cash dividends declared
per common share $ .06 $ .04
========== ============
Average common shares
outstanding 47,223,435 46,811,673
========== ============
</TABLE>
See accompanying Notes to the Consolidated Financial Statements.
<PAGE>
RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
October 12, April 27,
1996 1996
(Unaudited)
- --------------------------------------------------------------------------------------------------
<S> <C>
Assets
Current assets:
Cash and cash equivalents $ 20,825 $ 17,415
Receivables, less allowance for doubtful
accounts of $3,966 and $3,994 117,842 100,385
Inventories 172,958 162,461
Other current assets 19,631 19,987
------------- ------------
Total current assets 331,256 300,248
------------ -----------
Notes receivable, less allowance for
doubtful accounts of $1,775 and $1,579 34,739 27,179
Property and equipment, net 124,644 122,659
Goodwill, net 85,898 74,455
Other assets 51,374 39,720
------------- -----------
Total assets $ 627,911 $ 564,261
=========== ==========
Liabilities and Shareholders' Equity
Current liabilities:
Current installments of long-term debt
and capital lease obligations $ 10,874 $ 10,712
Accounts payable 230,085 187,010
Accrued expenses and other current liabilities 63,621 61,698
----------- -----------
Total current liabilities 304,580 259,420
---------- ----------
Long-term debt and capital lease obligations 78,553 87,031
Deferred credits and other 19,607 18,248
Shareholders' equity:
Preferred stock, without par value; authorized
5,000,000 shares; none issued or outstanding - -
Common stock, without par value; authorized
90,000,000 shares; issued and outstanding
47,291,895 and 46,987,602 68,974 66,964
Retained earnings 156,197 132,598
----------- -----------
Total shareholders' equity 225,171 199,562
----------- -----------
Total liabilities and shareholders' equity $ 627,911 $ 564,261
=========== ==========
</TABLE>
See accompanying Notes to the Consolidated Financial Statements.
<PAGE>
RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
(Unaudited)
Year-to-Date
-----------------------------
October 12, October 14,
1996 1995
- ---------------------------------------------------------------------------------------------------
<S> <C>
Operating activities:
Net earnings $ 25,017 $ 20,015
Adjustments to conform fiscal year of
pooled company: net earnings -- 2,548
non-cash components -- 1,959
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 12,920 13,271
Provision for doubtful accounts 1,517 1,535
Other, net (477) (673)
Changes in operating assets and liabilities,
net of effects of acquisitions:
Receivables (14,357) (22,353)
Inventories (9,801) (20,638)
Other current assets 433 (811)
Accounts payable, accrued expenses
and other liabilities 49,486 18,105
---------- ----------
Net cash provided by operating activities 64,738 12,958
---------- ----------
Investing activities:
Acquisitions, net of cash acquired (26,098) --
Purchases of property and equipment (10,038) (8,021)
Issuance of notes receivable (13,972) (8,001)
Collections on notes receivable 5,760 6,575
Other, net (6,113) (3,113)
---------- ----------
Net cash used for investing activities (50,461) (12,560)
----------- ----------
Financing activities:
Net repayments on long-term debt and capital
lease obligations (9,316) (24,846)
Proceeds from issuance of common stock
under employee stock incentive plans 810 220
Cash dividends paid on common stock (2,361) (1,072)
----------- ----------
Net cash used for financing activities (10,867) (25,698)
----------- ----------
Net increase/(decrease) in cash and cash equivalents 3,410 (25,300)
Cash and cash equivalents at beginning of period 17,415 29,381
---------- ----------
Cash and cash equivalents at end of period $ 20,825 $ 4,081
========== ==========
</TABLE>
See accompanying Notes to the Consolidated Financial Statements.
<PAGE>
RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands)
Note 1. The consolidated financial statements of Richfood Holdings, Inc. and
subsidiaries (the "Company") presented herein are unaudited (except
for the consolidated balance sheet as of April 27, 1996, which has
been derived from the audited consolidated balance sheet as of that
date) and have been prepared by the Company pursuant to the rules and
regulations of the Securities and Exchange Commission. The
accounting policies and principles used to prepare these interim
consolidated financial statements are consistent in all material
respects with those reflected in the consolidated financial
statements included in the Annual Report on Form 10-K for the fiscal
year ended April 27, 1996 ("fiscal 1996"). In the opinion of
management, such consolidated financial statements include all
adjustments, consisting of normal recurring adjustments and the use
of estimates, necessary to summarize fairly the Company's financial
position and results of operations. Certain information and note
disclosures normally included in consolidated financial statements
prepared in accordance with generally accepted accounting principles
have been omitted pursuant to such rules and regulations. These
consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes thereto of the
Company included in its Annual Report on Form 10-K for fiscal 1996.
The results of operations for the twelve and twenty-four week periods
ended October 12, 1996, may not be indicative of the results that may
be expected for the fiscal year ending May 3, 1997 ("fiscal 1997").
Note 2. On September 30, 1996, the Company acquired substantially all
the assets and assumed certain liabilities of Norristown
Wholesale, Inc. ("Norristown"), a wholesale distributor of produce
and other perishable food items. Assets acquired primarily consisted
of inventory, accounts receivable, warehouse and transportation
equipment and a customer list. The Company also assumed the lease
for Norristown's transportation fleet. The Company accounted for
the acquisition under the purchase method and, accordingly, the
results of operations of the acquired business have been
included in the Company's Consolidated Statements of Earnings
since the date of acquisition. Norristown, with revenues of
approximately $120,000 for its fiscal year ended December 30, 1995,
is headquartered near Philadelphia, Pennsylvania.
Note 3. Effective October 15, 1995, Super Rite Corporation ("Super Rite"),
a full service wholesale and retail grocery distributor
headquartered in Harrisburg, Pennsylvania, became a wholly-owned
subsidiary of Richfood Holdings, Inc. (the "Super Rite
Acquisition"). The Super Rite Acquisition was accounted for as a
pooling-of-interests, which requires that the historical
consolidated financial statements of the Company and Super Rite as
of and for the periods ended prior to the effective time of the
Super Rite Acquisition be combined as if the transaction had
occurred as of the beginning of the earliest period presented. The
historical consolidated financial statements presented herein
for the twelve and twenty-four weeks ended October 14, 1995,
include eleven and twenty-four weeks, respectively, of Super Rite's
financial information. The Company conformed certain of Super
Rite's accounting practices and methods to its own in conjunction
with the restatement of the prior historical consolidated
financial statements in accordance with the pooling-of-interests
method.
Super Rite previously used the fiscal year ending on the Saturday
closest to February 29th or March 1st for its financial reporting
purposes. In order to conform to the Company's fiscal year, Super
Rite's net earnings of $2,548, on sales of $228,113, for the eight
week period from March 5, 1995, to April 29, 1995, were reflected as
a direct adjustment to retained earnings for the fiscal year ended
April 27, 1996.
<PAGE>
RICHFOOD HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, continued
(Amounts in thousands)
Sales and net earnings of the separate companies, and their
respective subsidiaries, for the twelve and twenty-four week periods
ended October 14, 1995, were as follows:
<TABLE>
<CAPTION>
(Unaudited)
October 14, 1995 October 14, 1995
(in thousands) (12 Weeks) (24 weeks)
- ------------------------------------------------------------------------------------
<S> <C>
Sales:
Richfood Holdings, Inc. $387,156 $ 782,932
Super Rite Corporation 331,530(a) 703,244
Adjustments to conform certain of Super Rite's
accounting practices and methods (1,143) (1,666)
--------- ----------
Combined $717,543 $1,484,510
========= ==========
Net earnings:
Richfood Holdings, Inc. $ 6,537 $ 12,903
Super Rite Corporation 3,084(a) 6,054
Adjustments to conform certain of Super Rite's
accounting practices and methods 229 1,058
--------- ----------
Combined $ 9,850 $ 20,015
========= ==========
</TABLE>
(a) Reflects operating results of Super Rite Corporation and
subsidiaries for the eleven week period from July 30, 1995,
to October 14, 1995.
Note 4. On August 29, 1996, the Company's Board of Directors declared a
three-for-two common stock split payable September 30, 1996, to
shareholders of record on September 16, 1996. All references to
common share and per common share data for previously reported
periods have been adjusted to reflect the stock split.
Note 5. The Company is party to various legal actions that are incidental
to its business. While the outcome of such legal actions cannot be
predicted with certainty, the Company believes that the outcome of
any of these proceedings, or all of them combined, will not have a
material adverse effect on its consolidated financial position or
operations.
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Results of Operations
Sales of $739.6 million for the twelve week period ended October 12,
1996, consisted of $711.1 million of wholesale grocery sales and $75.9 million
of retail grocery sales. The Company's results of operations for the second
quarter of fiscal 1996 included eleven weeks of operations for Super Rite,
compared to twelve weeks in the second quarter of fiscal 1997. Wholesale grocery
sales included $47.4 million of intersegment sales to the Company's retail
grocery division. Wholesale grocery sales of $711.1 million increased $26.6
million, or 3.89%, as compared to wholesale grocery sales of $684.5 million for
the same period last fiscal year. Adjusting for the effect of one less week in
the fiscal 1996 second quarter for Super Rite, wholesale grocery sales would
have decreased $0.5 million, or 0.7%. Retail grocery sales of $75.9 million
increased $9.9 million, or 15.0%, compared to sales of $66.0 million for the
same period last fiscal year. This increase was primarily attributable to retail
grocery sales from three stores purchased in February 1996, two of which are
currently operating as BASICS stores and one of which is currently operating as
a METRO store, and the opening of one new METRO store in September 1996. Sales
for the METRO/BASICS Retail Division decreased 1.7% on a comparable store basis
for the second quarter of fiscal 1997, compared to the second quarter of fiscal
1996.
Sales of $1.49 billion for the twenty-four week period ended October
12, 1996, consisted of $1.43 billion of wholesale grocery sales and $152.9
million of retail grocery sales. Wholesale grocery sales included $93.1 million
of intersegment sales to the Company's retail grocery division. Wholesale
grocery sales of $1.43 billion increased $22.1 million, or 1.6%, as compared to
wholesale grocery sales of $1.41 billion for the same period last fiscal year.
The increase in wholesale grocery sales is primarily attributable to sales to
customers who expanded their retail operations. Retail grocery sales of $152.9
million increased $8.3 million, or 5.8%, compared to retail grocery sales of
$144.6 million for the same period last fiscal year. Sales for the METRO/BASICS
Retail Division decreased 1.3% on a comparable store basis for the twenty-four
weeks period ended October 12, 1996, compared to the same period last fiscal
year.
Gross margin was 10.49% and 10.42% of sales for the twelve and
twenty-four week periods ended October 12, 1996, respectively, compared to 9.58%
and 9.81% of sales for the twelve and twenty-four week periods ended October 14,
1995, respectively. Operating and administrative expenses were 7.55% and 7.51%
of sales for the twelve and twenty-four week periods ended October 12, 1996,
respectively, compared to 6.95% and 7.18% of sales for the twelve and
twenty-four week periods ended October 14, 1995, respectively. The increases in
gross margin and operating and administrative expenses, as a percent of sales,
were influenced by increased gross margin and operating and administrative
expenses in the Company's retail operations.
Interest expense for the twelve and twenty-four week periods ended
October 12, 1996, was $1.6 million and $3.3 million, respectively, compared to
$3.1 million and $6.9 million for the same periods last fiscal year. The
decrease is primarily due to the Company's ability to generate cash flow from
operations, some of which was used: to reduce average borrowings under revolving
credit facilities; for the early extinguishment of $27.5 million of Super Rite
Senior Notes during the third and fourth quarters of fiscal 1996; for the
repayment of borrowings under a $25.0 million Super Rite term loan facility in
the third quarter of fiscal 1996; and for the initial principal repayment of
$9.0 million, in July 1996, of the Company's $45.0 million 6.15% Senior Notes.
The Company's effective income tax rate was 40.1% for both the twelve
and twenty-four week periods ended October 12, 1996, compared to 40.3% and 40.7%
for the twelve and twenty-four week periods ended October 14, 1995,
respectively.
Net earnings for the twelve week period ended October 12, 1996, were
$12.6 million, or $0.27 per share, a 27.6% increase over net earnings of $9.9
million, or $0.21 per share, for the same period last fiscal year. Net earnings
for the twenty-four week period ended October 12, 1996, were $25.0 million, or
$0.53 per share, a 25.0% increase over net earnings of $20.0 million, or $0.43
per share, for the same period last fiscal year.
<PAGE>
Liquidity and Capital Resources
Cash and cash equivalents were $20.8 million at October 12, 1996,
compared to $17.4 million at April 27, 1996.
Net cash provided by operating activities for the twenty-four week
period ended October 12, 1996, was $64.7 million. This amount primarily
consisted of net earnings of $25.0 million, depreciation and amortization of
$12.9 million and cash provided from working capital changes, net of the effects
of acquisitions, of $25.8 million. Working capital decreased from $40.8 million
at April 27, 1996, to $26.7 million at October 12, 1996. The ratio of current
assets to current liabilities was 1.09 at October 12, 1996, compared to 1.16 at
April 27, 1996. The decrease in working capital from April 27, 1996, to October
12, 1996, related primarily to an increase in accounts payable resulting from
the Company's continued focus on effective accounts payable management, offset
in part by an increase in inventories.
Net cash used for investing activities was $50.5 million for the
twenty-four week period ended October 12, 1996. On September 30, 1996, the
Company acquired substantially all the assets and assumed certain liabilities of
Norristown, a wholesale distributor of produce and other perishable food items
headquartered near Philadelphia, Pennsylvania. The purchase price of
approximately $26.1 million was funded with internally generated funds.
Capital expenditures of $10.0 million for the twenty-four week period
ended October 12, 1996, included capital employed for the construction of a new
METRO store, the conversion of an existing BASICS store to the METRO format, a
METRO store remodel and improvements to the fluid dairy and wholesale
distribution centers.
The Company remains committed to providing secured financing to retail
customers. Loans issued to retailers were $14.0 million for the twenty-four week
period ended October 12, 1996, and were offset in part by $5.8 million of
repayments by retailers.
Net cash used for financing activities of $10.9 million for the
twenty-four week period ended October 12, 1996, consisted primarily of $9.3
million of net repayments on long-term debt and capital lease obligations. The
$9.3 million of net repayments primarily related to the initial principal
repayment of $9.0 million in July 1996, of the Company's 6.15% Senior Notes. Net
repayments on long-term debt of $24.8 million for the twenty-four week period
ended October 14, 1995, primarily consisted of $20.2 million of net repayments
on a revolving credit facility and $3.0 million of repayments on a term loan
facility.
The Company's long-term debt, including capital leases and current
maturities, was $89.4 million at October 12, 1996, compared to $97.7 million at
April 27, 1996. The ratio of long-term debt, including capital leases and
current maturities, to equity was 0.40 to 1 at October 12, 1996, and 0.49 to 1
at April 27, 1996.
The Company believes that it has the ability to continue to generate
adequate funds from its operations and through borrowings under its long-term
debt facilities to maintain its competitive position and expand its business.
Other
Michael E. Julian, Jr. resigned his position as a Director of the
Company, effective November 7, 1996, to allow him to devote more time in his
position as Chairman, President and Chief Executive Officer of Farm Fresh,
Inc.
<PAGE>
PART II-OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Shareholders on August 29, 1996.
The following proposals were submitted to the shareholders:
(1) to elect 13 directors of the Company to serve until the next
annual meeting of shareholders; and
(2) to approve the amendment and restatement of the Richfood Holdings,
Inc. Omnibus Stock Incentive Plan.
Shareholders elected all nominees for director and approved the
amendment and restatement of the Richfood Holdings, Inc. Omnibus Stock
Incentive Plan. The number of votes cast with respect to each of the
above matters was as follows:
Withheld
Election of Directors For Against Authority Abstain
- --------------------- -------------------------------------------
Donald D. Bennett 22,686,926 -- 311,050 --
Roger L. Gregory 22,981,812 -- 16,164 --
Grace E. Harris 22,982,352 -- 15,624 --
John C. Jamison 22,988,563 -- 9,413 --
Michael E. Julian, Jr. 22,714,652 -- 283,324 --
G. Gilmer Minor, III 22,686,903 -- 311,073 --
Claude B. Owen, Jr. 22,987,286 -- 10,863 --
John F. Rotelle 22,485,714 -- 512,262 --
Albert F. Sloan 22,987,113 -- 10,863 --
John E. Stokely 22,691,249 -- 306,727 --
George H. Thomazin 22,987,763 -- 10,213 --
James E. Ukrop 22,808,133 -- 189,843 --
Edward Villanueva 22,893,476 -- 104,500 --
Non-
For Against Votes Abstain
-------------------------------------------
Amendment and Restatement of
- ----------------------------
Richfood Holdings, Inc. Omnibus
- -------------------------------
Stock Incentive Plan 18,261,348 4,390,085 225,451 121,092
- --------------------
No other business came before the meeting.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 11.1-Earnings Per Share Calculation
Exhibit 27.1-Financial Data Schedule
(b) Reports on Form 8-K
1. Current Report on Form 8-K, dated August 29, 1996, reporting
(under Item 5 thereof) the three-for-two split of the Company's
Common Stock.
2. Current Report on Form 8-K, dated September 6, 1996, reporting
(under Item 4 thereof) the change in the Company's independent
public accountants.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
RICHFOOD HOLDINGS, INC.
Date: November 25, 1996 By /s/ J. Stuart Newton
----------------------
J. Stuart Newton
Senior Vice President
and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit 11.1 Earnings Per Share Calculation
Exhibit 27.1 Financial Data Schedule
EXHIBIT 11.1
RICHFOOD HOLDINGS, INC.
COMPUTATION OF NET EARNINGS PER COMMON SHARE
(Dollar amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Second Quarter Ended
-----------------------------
October 12, October 14,
1996 1995
------------ ------------
<S> <C>
NET EARNINGS:
Net earnings $ 12,572 $ 9,850
============ ============
PRIMARY EARNINGS PER COMMON SHARE:
Weighted average number of
common shares outstanding 47,283,785 46,815,254
Net additional common shares
issuable upon exercise of dilutive
options, determined by
treasury stock method 575,087 307,280
------------ ------------
Common shares and equivalents 47,858,872 47,122,534
============ ============
Net earnings per common share (a) $ 0.26 $ 0.21
============ ============
FULLY DILUTED EARNINGS PER COMMON SHARE:
Common shares and equivalents 47,858,872 47,122,534
Net additional common shares issuable upon
exercise of dilutive options, determined
by treasury stock method using quarter-end
market price, if higher than average price --- 35,733
------------ ------------
Common shares and equivalents (b) 47,858,872 47,158,267
============ ============
Net earnings per common share (a) $ 0.26 $ 0.21
============ ============
</TABLE>
NOTE: (a) Dilution is less than 3%.
(b) The Company does not have any other potentially dilutive
securities.
<PAGE>
EXHIBIT 11.1
RICHFOOD HOLDINGS, INC.
COMPUTATION OF NET EARNINGS PER COMMON SHARE
(Dollar amounts in thousands, except per share data)
Year-to-Date
-----------------------------
October 12, October 14,
1996 1995
------------ -------------
NET EARNINGS:
Net earnings $ 25,017 $ 20,015
============ =============
PRIMARY EARNINGS PER COMMON SHARE:
Weighted average number of
common shares outstanding 47,223,435 46,811,673
Net additional common shares
issuable upon exercise of dilutive
options, determined by
treasury stock method 554,994 281,096
------------ -------------
Common shares and equivalents 47,778,429 47,092,769
============ =============
Net earnings per common share (a) $ 0.52 $ 0.43
============ =============
FULLY DILUTED EARNINGS PER COMMON SHARE:
Common shares and equivalents 47,778,429 47,092,769
Net additional common shares issuable
upon exercise of dilutive options,
determined by treasury stock method
using quarter-end market price,
if higher than average price 3,620 61,917
------------ -------------
Common shares and equivalents (b) 47,782,049 47,154,686
============ =============
Net earnings per common share (a) $ 0.52 $ 0.42
============ =============
NOTE: (a) Dilution is less than 3%.
(b) The Company does not have any other potentially dilutive
securities.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE COMPANY'S
CONSOLIDATED FINANCIAL STATEMENTS FOR THE TWENTY-FOUR WEEK PERIOD ENDED
OCTOBER 12, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-03-1997
<PERIOD-END> OCT-12-1996
<CASH> 20,825
<SECURITIES> 0
<RECEIVABLES> 121,808
<ALLOWANCES> 3,966
<INVENTORY> 172,958
<CURRENT-ASSETS> 331,256
<PP&E> 228,629
<DEPRECIATION> 103,985
<TOTAL-ASSETS> 627,911
<CURRENT-LIABILITIES> 304,580
<BONDS> 0
0
0
<COMMON> 68,974
<OTHER-SE> 156,197
<TOTAL-LIABILITY-AND-EQUITY> 627,911
<SALES> 1,493,023
<TOTAL-REVENUES> 1,493,023
<CGS> 1,337,504
<TOTAL-COSTS> 1,337,504
<OTHER-EXPENSES> 112,060
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,259
<INCOME-PRETAX> 41,796
<INCOME-TAX> 16,779
<INCOME-CONTINUING> 25,017
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,017
<EPS-PRIMARY> 0.53
<EPS-DILUTED> 0.53
</TABLE>
