WABAN INC
10-Q, 1995-12-07
VARIETY STORES
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<PAGE>




                                   FORM 10-Q
                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C.  20549


                    Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934



For Quarter Ended October 28, 1995
Commission file number 1-10259



                                    WABAN INC.
            (Exact name of Registrant as specified in its charter)


            DELAWARE                                    33-0109661
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                     Identification No.)

            One Mercer Road
           Natick, Massachusetts                          01760
(Address of principal executive offices)                (Zip Code)

                                (508) 651-6500
            (Registrant's telephone number, including area code)

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 of Registrant's common stock outstanding as of November
25, 1995: 32,821,725

<PAGE>
<TABLE>
                          PART I. FINANCIAL INFORMATION

                                    WABAN INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
<CAPTION>
                                                         Thirteen Weeks Ended
                                                        -----------------------
                                                        October 28, October 29,
                                                            1995        1994
                                                        ----------- -----------
                                                           (In Thousands Except
                                                            Per Share Amounts)
<S>                                                     <C>        <C>
Net sales                                               $965,990   $905,606
                                                         -------    -------
Cost of sales, including buying and occupancy costs      825,484    774,888

Selling, general and administrative expenses             113,082    104,781

Interest on debt and capital leases (net)                  3,581      3,972
                                                         -------    -------
  Total expenses                                         942,147    883,641
                                                         -------    -------
Income before income taxes                                23,843     21,965

Provision for income taxes                                 9,299      8,566
                                                         -------    -------
  Net income                                            $ 14,544   $ 13,399
                                                         =======    =======


Net income per common share (see Exhibit 11 for
  detailed computations):

    Primary                                             $   0.44   $   0.40
                                                         =======    =======
    Fully diluted                                       $   0.42   $   0.38
                                                         =======    =======

The accompanying notes are an integral part of the financial statements.
</TABLE>

<PAGE>
<TABLE>
                                    WABAN INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
<CAPTION>
                                                        Thirty-Nine Weeks Ended
                                                        -----------------------
                                                        October 28, October 29,
                                                            1995        1994
                                                        ----------- -----------
                                                         (In Thousands Except
                                                           Per Share Amounts)
<S>                                                     <C>         <C>
Net sales                                               $2,902,327  $2,678,250
                                                         ---------   ---------
Cost of sales, including buying and occupancy costs      2,472,315   2,286,979

Selling, general and administrative expenses               341,376     308,676

Interest on debt and capital leases (net)                   11,239      11,005
                                                         ---------   ---------
  Total expenses                                         2,824,930   2,606,660
                                                         ---------   ---------
Income before income taxes                                  77,397      71,590

Provision for income taxes                                  30,185      27,920

                                                         ---------   ---------
  Net income                                            $   47,212  $   43,670
                                                         =========   =========


Net income per common share (see Exhibit 11 for
  detailed computations):

  Primary                                               $     1.42  $     1.31
                                                         =========   =========
  Fully diluted                                         $     1.34  $     1.24
                                                         =========   =========


The accompanying notes are an integral part of the financial statements.
</TABLE>

<PAGE>
<TABLE>
                                    WABAN INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
<CAPTION>
                                    October 28,    January 28,    October 29,
                                       1995           1995           1994 
                                    -----------    -----------    -----------
                                             (Dollars In Thousands)
<S>                                <C>            <C>            <C>
ASSETS
Current assets:
  Cash and cash equivalents         $    7,360     $   65,040     $   39,899
  Marketable securities                 56,339         63,933         97,381
  Accounts receivable                   52,412         51,875         50,073
  Merchandise inventories              607,307        512,619        561,375
  Current deferred income taxes         36,904         34,460         35,464
  Prepaid expenses                      13,769          8,992         17,452
                                     ---------      ---------      ---------
    Total current assets               774,091        736,919        801,644
                                     ---------      ---------      ---------
Property at cost:
  Land and buildings                   351,444        289,781        270,435
  Leasehold costs and improvements      77,959         72,874         61,633
  Furniture, fixtures and equipment    272,520        237,373        224,346
                                     ---------      ---------      ---------
                                       701,923        600,028        556,414
  Less accumulated depreciation
    and amortization                   161,753        130,245        121,433
                                     ---------      ---------      ---------
                                       540,170        469,783        434,981
                                     ---------      ---------      ---------
Property under capital leases           15,652         17,129         17,482
  Less accumulated amortization          6,634          7,150          7,147
                                     ---------      ---------      ---------
                                         9,018          9,979         10,335
                                     ---------      ---------      ---------
Property held for sale (net)             5,607         12,251         14,971
Other assets                            13,082         12,999         14,226
                                     ---------      ---------      ---------
    Total assets                    $1,341,968     $1,241,931     $1,276,157
                                     =========      =========      =========
LIABILITIES
Current liabilities:
  Current installments of long-
    term debt                       $   12,827     $   12,763     $   12,757
  Accounts payable                     325,710        249,842        318,025
  Restructuring reserve                  8,131         14,079         18,416
  Accrued expenses and other
    current liabilities                166,364        164,945        153,053
  Accrued federal and state
    income taxes                         2,866          2,536            112
  Obligations under capital leases 
    due within one year                    752            987          1,058
                                     ---------      ---------      ---------
    Total current liabilities          516,650        445,152        503,421
                                     ---------      ---------      ---------
Real estate debt                           939          1,752          1,771
General corporate debt                  24,000         36,000         36,000
Senior subordinated debt               100,000        100,000        100,000
Convertible subordinated debt          108,600        108,600        108,600
Obligations under capital leases,
  less portion due within one year      11,896         12,411         12,622
Noncurrent restructuring reserve        15,932         22,900         22,829
Other noncurrent liabilities            24,961         22,617         23,107
Deferred income taxes                    8,953          4,410          1,807

STOCKHOLDERS' EQUITY
Common stock, par value $.01,
  authorized 190,000,000 shares,
  issued 33,301,935, 33,186,418
  and 33,169,969 shares                    333            332            332
Additional paid-in capital             327,286        325,565        324,893
Unrealized holding gains (losses)            4            (44)          (141)
Retained earnings                      209,448        162,236        140,916
Treasury stock, at cost,
  461,240 shares                        (7,034)             -              -
                                     ---------      ---------      ---------
    Total stockholders' equity         530,037        488,089        466,000
                                     ---------      ---------      ---------
    Total liabilities and 
      stockholders' equity          $1,341,968     $1,241,931     $1,276,157
                                     =========      =========      =========

The accompanying notes are an integral part of the financial statements.
</TABLE>

<PAGE>
<TABLE>
                                    WABAN INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<CAPTION>
                                                       Thirty-Nine Weeks Ended
                                                       -----------------------
                                                       October 28, October 29,
                                                           1995       1994 
                                                       ----------- -----------
                                                             (In Thousands)
<S>                                                   <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                          $ 47,212      $ 43,670
  Adjustments to reconcile net income 
    to net cash provided by operating
    activities:
      Depreciation and amortization of property         34,188        29,804
      Loss on property disposals                           213           553
      Amortization of premium on marketable securities     642           254
      Other non-cash items (net)                           777           780
      Deferred income taxes                              2,069         8,400
      Increase (decrease) in cash
        due to changes in:
          Accounts receivable                             (537)       12,374
          Merchandise inventories                      (94,688)      (56,187)
          Prepaid expenses                              (4,777)       (7,790)
          Other assets                                    (568)         (880)
          Accounts payable                              75,868        64,793
          Restructuring reserves                       (12,916)      (16,841)
          Accrued expenses                              18,711        32,118
          Accrued income taxes                             330        (2,858)
          Other noncurrent liabilities                   2,344         3,662
                                                       -------       -------
  Net cash provided by operating activities             68,868       111,852
                                                       -------       -------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of marketable securities                   (109,628)     (102,884)
  Sale of marketable securities                         64,284         5,014
  Maturity of marketable securities                     52,547             -
  Property additions                                  (122,993)      (81,948)
  Property disposals                                     8,518         5,843
                                                       -------       -------
    Net cash used in investing activities             (107,272)     (173,975)
                                                       -------       -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Borrowings of long-term debt, net of
    issuance costs of $2,747                                 -        97,253
  Repayment of long-term debt                          (12,749)      (15,361)
  Repayment of capital lease obligations                  (750)         (946)
  Purchase of treasury stock                            (7,333)            -
  Proceeds from sale and issuance of
    common stock                                         1,556         1,199
                                                       -------       -------
    Net cash provided by (used in)
      financing activities                             (19,276)       82,145 
                                                       -------       -------
    Net increase (decrease) in cash
      and cash equivalents                             (57,680)       20,022
    Cash and cash equivalents at 
      beginning of year                                 65,040        19,877
                                                       -------       -------
    Cash and cash equivalents at
      end of period                                   $  7,360       $39,899
                                                       =======        ======
Supplemental cash flow information:
  Interest paid                                       $ 10,490       $ 6,745
  Income taxes paid                                     27,756        22,378



The accompanying notes are an integral part of the financial statements.
</TABLE>

<PAGE>
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  The results for the first nine months are not necessarily indicative of
results for the full fiscal year because the Company's business, in common with
the business of retailers generally, is subject to seasonal influences.  BJ's
Wholesale Club's sales and profits have been strongest in the Christmas holiday
season, while HomeBase's sales and profits have typically been strongest in the
spring building season.

2.  The financial statements are unaudited and reflect all normal recurring
adjustments considered necessary by the Company for a fair presentation of its
financial statements in accordance with generally accepted accounting
principles.

3.  These interim financial statements should be read in conjunction with the
consolidated financial statements and related notes contained in the Annual
Report on Form 10-K for the fiscal year ended January 28, 1995.

4.  The Company classifies its marketable securities as available-for-sale
securities in accordance with Statement of Financial Accounting Standards No.
115.  At October 28, 1995, marketable securities consisted of high quality debt
securities issued by states or their political subdivisions.  The fair value of
marketable securities exceeded the amortized cost basis by $6,000 at October
28, 1995.  All of the Company's marketable securities had maturities of less
than two years, with approximately 78% maturing in less than one year.

5.  In the quarter ended January 29, 1994, the Company recorded a pre-tax
restructuring charge of $101.1 million, primarily related to repositioning its
HomeBase division.  Eight warehouse stores were closed in that quarter.  The
results for the periods ended October 29, 1994 excluded the sales and operating
income of 16 other HomeBase stores that closed or were planned to be closed as
a result of the restructuring.

     As of January 28, 1995, sixteen HomeBase warehouse stores had been closed
in connection with the restructuring.  Four stores that were originally
included in the restructuring will not be closed, due to their improved
performance.  The results of the remaining stores planned for closing (four as
of January 28, 1995 and two as of October 28, 1995) are included in HomeBase's
sales and operating income in the current fiscal year, until they begin
closing.

6.  Presented below is information relative to the operating results of the
Company's business segments (dollars in thousands):

<TABLE>
<CAPTION>
                                Thirteen Weeks Ended    Thirty-Nine Weeks Ended
                               -----------------------  -----------------------
                               October 28, October 29,  October 28, October 29,
                                 1995        1994         1995         1994
                               ----------- -----------  ----------- -----------
<S>                             <C>        <C>         <C>          <C>
Net sales:
  BJ's Wholesale Club           $604,426   $558,999    $1,767,903   $1,609,909
  HomeBase                       361,564    346,607     1,134,424    1,068,341
                                 -------    -------     ---------    ---------
                                $965,990   $905,606    $2,902,327   $2,678,250
                                 =======    =======     =========    =========

Operating income:
  BJ's Wholesale Club           $ 15,875   $ 12,684    $   46,866   $   37,128
  HomeBase                        13,353     15,463        47,337       51,656
  General corporate expense       (1,804)    (2,210)       (5,567)      (6,189)
                                 -------    -------     ---------    ---------
                                  27,424     25,937        88,636       82,595
Interest on debt and capital 
  leases (net)                    (3,581)    (3,972)      (11,239)     (11,005)
                                 -------    -------      --------    ---------
Income before income taxes      $ 23,843   $ 21,965     $  77,397   $   71,590
                                 =======    =======      ========    =========
</TABLE>
Warehouses in operation - end of period:
- ---------------------------------------
BJ's Wholesale Club                    68         59
HomeBase                               79         79

<PAGE>
                     Management's Discussion and Analysis
                of Financial Condition and Results of Operations


Thirteen Weeks (Third Quarter) and Thirty-Nine Weeks (Nine Months) Ended
October 28, 1995 versus Thirteen and Thirty-Nine Weeks Ended October 29, 1994.

Results of Operations
- ---------------------

Consolidated net sales for the quarter ended October 28, 1995 were $1.0
billion, an increase of 6.7% over last year's third quarter.  Sales for the
first nine months totalled $2.9 billion, an increase of 8.4% over last year. 
These increases were due primarily to the opening of new warehouse stores, as
well as the inclusion of certain HomeBase warehouse stores whose sales were
charged to the restructuring reserve last year (see Note 5 of Notes to
Consolidated Financial Statements).  Comparable store sales at BJ's increased
0.6% in the third quarter and decreased 0.1% for the nine-month period. 
HomeBase's comparable store sales decreased 6.4% in the third quarter and
decreased 5.7% year-to-date.  HomeBase's comparable store sales in the third
quarter continued to be affected by increased competition and a weak economic
environment in several of its markets.  1995 has generally been reported as a
difficult year for home improvement retailers due to a slowdown in housing
turnover, low lumber prices and unseasonable weather patterns.

Cost of sales (including buying and occupancy costs) was 85.5% of sales in this
year's third quarter versus 85.6% in the comparable period last year.  Both
divisions had slightly improved gross margins in the third quarter this year. 
For the first nine months, the cost of sales percentage was 85.2% compared to
85.4% last year.  This year's lower ratios through October 28, 1995 are due
primarily to higher gross margins at HomeBase.  BJ's, whose gross margin
percentage is significantly lower than HomeBase's gross margin percentage,
accounted for a larger portion of total sales this year than last year in the
quarter as well as the nine-month period.

Selling, general and administrative ("SG&A") expenses were 11.7% of sales in
the third quarter this year compared to 11.6% in last year's third quarter. 
Year-to-date SG&A expenses were 11.8% this year versus 11.5% last year.  These
increases were primarily attributable to HomeBase's lower than expected sales
volumes this year.

BJ's operating income in this year's third quarter was $15.9 million, an
increase of 25.2% over last year's $12.7 million.  Year-to-date operating
income of $46.9 million was 26.2% higher than last year's $37.1 million.  These
increases reflected a more favorable merchandise mix this year and expense
leverage from operating 68 warehouse clubs versus 59 last year.

Operating income at HomeBase was $13.4 million in the third quarter, down 13.6%
from $15.5 million last year.  Year-to-date operating income of $47.3 million
was 8.4% lower than last year's $51.7 million.  Improved gross merchandise
margins were offset by the impact of lower-than-expected sales volumes on
operating expense ratios.

Last year's results excluded sales and operating income or losses of HomeBase
stores planned to be closed in connection with its restructuring.  This year's
results include sales and operating income of six HomeBase stores that were
charged to the reserve last year.  Four of these stores were removed from the
reserve at the beginning of the fiscal year, due to improved performance.  Two
other stores currently in operation are expected to close in the future, and
their results are being included in HomeBase's sales and operating income
subsequent to January 28, 1995 and will continue to be included until they
begin closing.  In the thirteen weeks ended October 29, 1994, this group of six
stores had sales of $23 million and operating income of $1.0 million.  Their
sales and operating income for the thirty-nine weeks ended October 29, 1994
were $70 million and $2.1 million, respectively.  In the thirteen weeks ended
January 28, 1995, this group of stores had sales of $19 million and operating
income of $.5 million.

The components of net interest expense were as follows (in thousands):
<TABLE>
<CAPTION>
                                     Quarter Ended      Nine Months Ended
                                  -------------------   ------------------
                                  Oct. 28,   Oct. 29,   Oct. 28,  Oct. 29,
                                    1995       1994       1995      1994
                                  --------   --------   --------  --------
<S>                               <C>        <C>        <C>       <C>
Interest expense on debt          $ 4,710    $ 5,352    $14,832   $13,590
Interest and investment income     (1,538)    (1,815)    (4,840)   (3,919)
                                    -----      -----     ------    ------

Interest on debt (net)              3,172      3,537      9,992     9,671
Interest on capital leases            409        435      1,247     1,334
                                    -----      -----     ------    ------

Interest on debt and capital
  leases (net)                    $ 3,581    $ 3,972    $11,239   $11,005
                                    =====      =====     ======    ======
</TABLE>

Interest expense on debt was net of capitalized interest of $942,000 in this
year's third quarter and $2,420,000 year-to-date.  Last year's capitalized
interest was $489,000 and $1,777,000 in the third quarter and the first nine
months, respectively.

The year-to-date provision for income taxes was 39% of pre-tax income both this
year and last year.

Net income for the third quarter was $14.5 million, or $.42 per share, fully
diluted, versus $13.4 million, or $.38 per share, last year.  For the first
nine months, net income was $47.2 million, or $1.34 per share, fully diluted,
versus $43.7 million, or $1.24 per share, last year.

During the third quarter, BJ's Wholesale Club introduced a co-branded BJ's
MasterCard.  Purchases made at BJ's with the card earn a 4% rebate through
January 31, 1996, and a 2% rebate after January 31, 1996.  All other purchases
made with the BJ's MasterCard earn a 1% rebate.  Rebates are issued in the form
of "BJ's Bucks," which can be redeemed only at BJ's clubs.


Liquidity and Capital Resources
- -------------------------------

The Company opened six new BJ's clubs and four new HomeBase warehouse stores,
including the relocation of one store, in the first nine months of this fiscal
year.  Last year the Company opened eight new BJ's clubs and three new HomeBase
stores in the same period.  The Company expects to open three or four
additional new BJ's clubs in the fourth quarter of this fiscal year.  In the
fiscal year ending January 25, 1997, the Company expects to open approximately
five HomeBase stores and eight to ten BJ's clubs.

The Company is committed to a program of renovating its HomeBase stores that
were opened prior to 1993.  Nineteen of these stores have been remodeled so
far, and the Company plans to renovate the remaining stores over the next two
and a half years.

As of October 28, 1995, the Company had closed 18 HomeBase warehouse stores in
connection with its restructuring and is still obligated under leases for six
of these stores.  The Company expects to close two additional HomeBase stores
that are currently in operation.

The Company's restructuring has generated approximately $68 million of cash
flow through October 28, 1995, including approximately $4 million (net of tax
benefits) in the first nine months of this year.  The net cash outflow in
connection with the disposition of the remaining warehouse locations, including
long-term lease obligations, is estimated to be approximately $5 million to $10
million (net of tax benefits).  The remaining terms of the leases expire at
various dates through 2011.  In some cases, the Company has made lump sum cash
payments to settle lease obligations, and it may settle other future lease
obligations in the same manner.  The actual remaining cash flows could vary
from the estimates above, depending on certain factors, principally the
Company's ability to dispose of closed HomeBase locations on anticipated terms.

Cash expended for property additions in the first nine months of the fiscal
year was $123.0 million this year compared to $81.9 million last year.  The
Company's capital expenditures are expected to total approximately $165 million
in this fiscal year, including an estimated $90 million for new store real
estate.  The timing of actual store openings and the amount of related
expenditures could vary from these estimates due to the complexity of the real
estate development process.

During the second quarter of this fiscal year, the Company's Board of Directors
authorized the repurchase of up to $50,000,000 of Waban's common stock in open
market transactions.  Repurchased shares may be used for the Company's Stock
Incentive Plan or may be reissued at such time as the Company's convertible
subordinated debentures are presented for conversion into common stock, or for
other corporate purposes.  As of October 28, 1995, the Company had repurchased
481,500 shares at a total cost of $7.3 million.  A total of 20,260 of these
shares have been reissued in connection with the Company's Stock Incentive
Plan.

In April 1995, the Company entered into an agreement with a group of banks
which provides a $150 million line of credit through March 30, 1998.  The
agreement includes a $20 million sub-facility for standby letters of credit. 
The Company is required to pay an annual facility fee of $300,000 (subject to
adjustment based upon the Company's fixed charge coverage ratio).  Borrowings
can be made at prime rate, at LIBOR plus a surcharge (currently 0.45%) that
depends on fixed charge coverage, or on a competitive bid basis.  No
compensating balances are required by the agreement.  At October 28, 1995, 
$8.9 million of standby letters of credit were outstanding under the line's
sub-facility.  The remainder of the line of credit was available for use at the
end of the third quarter.  The Company has not borrowed against this line of
credit.

The increase in merchandise inventories, net of accounts payable, from January
28, 1995 to October 28, 1995 was due to normal seasonal requirements and the
addition of new stores.  Merchandise inventories, net of accounts payable,
increased from October 29, 1994 to October 28, 1995 because of the addition of
new stores.

Cash, cash equivalents and marketable securities totalled $63.7 million as of
October 28, 1995.  The Company expects that its current resources, together
with anticipated cash flow from operations, will be sufficient to finance its
operations through January 25, 1997.  The Company's cash requirements may vary,
based on, among other things, the rate at which it disposes of the HomeBase
stores that are included in the restructuring.


Seasonality
- -----------

BJ's sales and operating income have been strongest in the Christmas holiday
season and lowest in the first quarter of each fiscal year.  HomeBase's sales
and earnings are typically lower in the first and fourth quarters than they are
in the second and third quarters, which correspond to the most active season
for home construction. 

<PAGE>

                          PART II.  OTHER INFORMATION



Item 6 -  Exhibits and Reports on Form 8-K
          --------------------------------

            (a)   Exhibits

                  11.0      Statement regarding computation of per share
                            earnings.


            (b)   The Company did not file any reports on Form 8-K with
                  the Securities and Exchange Commission during the quarter
                  ended October 28, 1995.

<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.



                                           WABAN INC.
                                           ----------
                                           (Registrant)





Date:       December 7, 1995            /S/ HERBERT J. ZARKIN        
       -----------------------------    -----------------------------
                                           Herbert J. Zarkin
                                           President and
                                           Chief Executive Officer






Date:       December 7, 1995            /S/ EDWARD J. WEISBERGER      
       -----------------------------    ------------------------------
                                           Edward J. Weisberger
                                           Senior Vice President and
                                           Chief Financial Officer



<PAGE>
<TABLE>
                                                                   Exhibit 11
                     WABAN INC. AND CONSOLIDATED SUBSIDIARIES
                    COMPUTATION OF NET INCOME PER COMMON SHARE
                                   (Unaudited)
<CAPTION>
                                Thirteen Weeks Ended    Thirty-Nine Weeks Ended
                               -----------------------  -----------------------
                               October 28, October 29,  October 28, October 29,
                                   1995        1994         1995        1994
                               ----------- -----------  ----------- -----------
<S>                            <C>         <C>          <C>         <C>
Net income as reported         $14,544,000 $13,399,000  $47,212,000 $43,670,000
                                ==========  ==========   ==========  ==========
Net income used for primary
  computation                  $14,544,000 $13,399,000  $47,212,000 $43,670,000

Add (where dilutive):
  Tax effected interest and
  amortization of debt expense
  on convertible debt            1,085,000   1,086,000    3,256,000  3,262,000
                                ----------  ----------   ----------  ----------
Net income used for fully
  diluted computation          $15,629,000 $14,485,000  $50,468,000 $46,932,000
                                ==========  ==========   ==========  ==========
Weighted average number of
common shares outstanding       32,919,353  33,155,689   33,084,047  33,131,654

Add (where dilutive):
  Assumed exercise of those
  options that are common
  stock equivalents net of
  treasury shares deemed to
  have been repurchased
                                   232,944     348,807      188,904     277,561
                                ----------  ----------   ----------  ----------
Weighted average number of
  common and common equivalent
  shares outstanding, used for
  primary computation           33,152,297  33,504,496   33,272,951  33,409,215

Add (where dilutive):
  Shares applicable to stock
  options in addition to those
  used in primary computation
  due to the use of period-end
  market price when higher than
  average price                          -           -            -       5,101

  Assumed exercise of
  convertible securities         4,387,879   4,387,879    4,387,879   4,387,879
                                ----------  ----------   ----------  ----------

Adjusted shares outstanding
  used for fully diluted 
  computation                   37,540,176  37,892,375   37,660,830  37,802,195
                                ==========  ==========   ==========  ==========
</TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Waban
Inc. consolidated statements of income and consolidated balance sheets filed
with the Form 10-Q for the quarter ended October 28, 1995 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                                    9-MOS
<FISCAL-YEAR-END>                          JAN-27-1996
<PERIOD-END>                               OCT-28-1995
<CASH>                                           7,360
<SECURITIES>                                    56,339
<RECEIVABLES>                                   52,412
<ALLOWANCES>                                         0
<INVENTORY>                                    607,307
<CURRENT-ASSETS>                               774,091
<PP&E>                                         717,575
<DEPRECIATION>                                 168,387
<TOTAL-ASSETS>                               1,341,968
<CURRENT-LIABILITIES>                          516,650
<BONDS>                                        245,435
<COMMON>                                           333
                                0
                                          0
<OTHER-SE>                                     529,704
<TOTAL-LIABILITY-AND-EQUITY>                 1,341,968
<SALES>                                      2,902,327
<TOTAL-REVENUES>                             2,902,327
<CGS>                                        2,472,315             
<TOTAL-COSTS>                                2,472,315
<OTHER-EXPENSES>                               341,376
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              11,239
<INCOME-PRETAX>                                 77,397
<INCOME-TAX>                                    30,185
<INCOME-CONTINUING>                             47,212
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    47,212
<EPS-PRIMARY>                                     1.42
<EPS-DILUTED>                                     1.34
        

</TABLE>


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