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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549-1004
FORM 10-K/A
Amendment No. 1 to
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 (Fee Required)
For the 52-Week Period Ended Commission File
December 28, 1996 No. 0-17540
MONTGOMERY WARD HOLDING CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3571585
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Montgomery Ward Plaza, Chicago, Illinois 60671-0042
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (312) 467-2000
Securities registered pursuant to Section 12(b) of the Act
Title of each class Name of each exchange
on which registered
Not Applicable None
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, Series 1, $.01 Par Value
(Title of class)
Class A Common Stock, Series 2, $.01 Par Value
(Title of class)
Voting Trust Certificates representing Shares of Class A Common
Stock, Series 1, $.01 Par Value
(Title of class)
Voting Trust Certificates representing Shares of Class A Common
Stock, Series 2, $.01 Par Value
(Title of class)
Class B Common Stock, $.01 Par Value
(Title of class)
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.
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 .
At March 20, 1997, there were 18,330,641 shares of Class A Common Stock and
25,000,000 shares of Class B Common Stock of the Registrant outstanding.
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PART II
Item 6. "Selected Financial Data" is hereby amended and restated in its
entirety, to correct a typographical error in the leading paragraph
thereof, to read as follows:
The following summary of certain financial information for each of the five
fiscal years in the period ended December 28, 1996 has been derived from the
Consolidated Financial Statements of MW Holding. Such information for each
fiscal year should be read in conjunction with the Consolidated Financial
Statements and notes thereto and the report of independent public
accountants beginning on page 29.
<TABLE>
<CAPTION>
(Dollars in millions, except per share amounts)
----------------------------------------------------------------------
As Of And For the...
----------------------------------------------------------------------
53-Week 52-Week
Period Period
Ended Ended
Jan. 2 Jan. 1, Dec. 31, Dec. 30, Dec. 28,
1993 1994 1994 1995 1996
------ ------- ------- -------- -------
<S> <C> <C> <C> <C> <C>
Total Revenues $5,803 $6,023 $7,029 $7,085 $6,620
Net Income (Loss)(a) 100 101 109 (9) (237)
Net Income (Loss)
Applicable to
Common Share-
holders (a) 92 101 107 (13) (249)
Net Income (Loss)
per Class A
Common Share (a) 2.01 2.29 2.48 (.31) (6.18)
Total Assets 3,485 3,835 4,537 4,884 4,879
Long-Term Debt 125 213 228 423 87
Obligations Under
Capital Leases 95 89 81 66 60
Total Share-
holders' Equity (a) 553 607 679 700 433
Redeemable
Preferred Stock - - 75 175 175
Cash Dividends
per Common
Share .25 50 .50 - -
</TABLE>
a) 1994 amounts are presented before the cumulative effect of a change in
accounting principle, see Note 6 in the Notes to the Consolidated
Financial Statements.
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Note 21 to the Montgomery Ward Holding Corp. Notes to Consolidated Financial
Statements is hereby amended and restated in its entirety, to correct
typographical errors to the line items entitled Capital Expenditures --
Retail Marketing and Capital Expenditures -- Direct Response Marketing for
the 52 week period ended December 31, 1994, to read as follows:
MONTGOMERY WARD HOLDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollar amounts in millions)
21. Business Segments
Montgomery Ward and its subsidiaries are engaged in retail merchandising
and direct response marketing, including insurance, in the United States.
Following is information regarding revenues, earnings and assets of the
Company by segment.
52-Week Period Ended
--------------------------------
Dec. 28, Dec. 30, Dec. 31,
1996 1995 1994
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Total Revenues
Retail Merchandising...... $5,879 $6,531 $6,564
Direct Response Marketing... 741 554 465
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Total................ 6,620 7,085 7,029
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Operating Earnings (Losses)
Retail Merchandising.... $ (320) $ 31 $ 194
Direct Response Marketing.. 71 70 60
Corporate and Other (a). (126) (124) (89)
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Total................. $ (375) $ (23) $ 165
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Identifiable Assets
Retail Merchandising.... $3,207 $3,504 $3,314
Direct Response Marketing.. 1,203 920 789
Corporate and Other....... 469 460 434
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Total................ $4,879 $4,884 $4,537
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Depreciation and Amortization
Retail Merchandising...... $ 119 $ 118 $ 105
Direct Response Marketing. 220 149 125
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Total................. $ 339 $ 267 $ 230
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Capital Expenditures
Retail Merchandising..... $ 58 $ 109 $ 180
Direct Response Marketing. 17 13 4
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Total................. $ 75 $ 122 $ 184
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(a) 1995 included $25 of severance and relocation costs.
Under the laws and regulations applicable to insurance companies, certain
subsidiaries of Signature are limited in the amount of dividends they may
pay without the approval of the Illinois Insurance Department and are
prohibited from making any loans and advances to Montgomery Ward and its
affiliates. Under these laws, the restricted subsidiaries, which had
aggregate retained earnings of $176, and aggregate total shareholders'
equity of $231, can pay dividends of $39 during 1997 as determined on a
statutory basis, subject to the ability of certain subsidiaries to
generate earned surplus. Dividends received by Signature from
insurance subsidiaries were $44, $42 and $35 for 1996, 1995 and 1994.
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PART IV
Exhibit 23 is hereby amended and restated in its entirety to include the
city and date of the consent which was inadvertantly omitted from the
previous filing, and is attached as an Exhibit hereto
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SIGNATURE
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.
MONTGOMERY WARD HOLDING CORP.
BY JOHN L. WORKMAN
NAME AND TITLE John L. Workman, Executive Vice President,
Chief Financial Officer and Assistant Secretary
(Duly authorized officer and Principal Financial
and Accounting Officer)
DATE March 31, 1997
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EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 10-K, into the Company's
previously filed Registration Statements on Form S-8 (File No. 33-57075 and
File No. 33-41161).
Arthur Andersen LLP
Chicago, Illinois
March 27, 1997
