Item 14(a) 3 Exhibits has been
amended to include exhibit 99.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 28, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No 0-631
ROSE'S STORES, INC.
(Exact name of registrant as specified in its charter)
Delaware 56-0382475
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
218 S. Garnett Street 27536
Henderson, NC
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (919) 430-2600
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of Each Class on which registered
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
Voting Common Stock, No Par Value
Non-Voting Class B Stock, No Par Value
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
<PAGE>
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. ( X )
As of April 18, 1995, 8,262,420 Voting Common shares and 10,495,586
Non-Voting Class B shares were outstanding, and the aggregate market value of
the Voting Common shares (based upon the quoted closing price of these shares
on that date) of Rose's Stores, Inc. held by nonaffiliates was approximately
$1,656,676.
<PAGE>
PART IV
ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 3. EXHIBITS
3.1 Form of Amended and Restated Certificate Incorporated
of Incorporation of the Registrant, to by reference
become effective upon the Registrant's
emergence from Chapter 11 (Incorporated
by reference to Exhibit I-4 to Registrant's
Registration Statement on Form 8-A dated
March 27, 1995).
3.2 Form of Bylaws of the Registrant, as amended Incorporated
and restated, to become effective upon the by reference
Registrant's emergence from Chapter 11
(Incorporated by reference to Exhibit I-5
to Registrant's Registration Statement on
Form 8-A dated March 27, 1995).
10.1 The Registrant's Short-Term Incentive Incorporated
Compensation Plan, effective January 30, by reference
1994, subject to approval by the United
States Bankruptcy Court, Eastern District
of North Carolina, Raleigh Division,
dated August 4, 1994 (Incorporated by
reference to Exhibit (c)(3) to the
Registrant's Report on Form 8-K dated
April 24, 1995).
10.2 Proposed Plan of Reorganization dated Incorporated
August 1, 1994 (Incorporated by reference by reference
to Exhibit 10.1 to the Registrant's Report
on Form 8-K dated August 1, 1994).
10.3 First Amended Disclosure Statement Related to Incorporated
First Amended Joint Plan of Reorganization by reference
dated October 4, 1994 (Incorporated by
reference to Exhibit 10.2 to Registrant's
Report on Form 8-K dated October 5, 1994).
10.4 The Registrant's Variable Investment Plan Incorporated
(the "Plan"), as amended and restated by reference
effective January 1, 1989 (Incorporated
by reference to Exhibit 10.4 to Registrant's
Annual Report on Form 10-K for the fiscal
year ended January 29, 1994, dated
April 26, 1994).
10.5 Proposed First Amended Joint Plan of Incorporated
Reorganization dated October 4, 1994 by reference
(Incorporated by reference to Exhibit
10.3 to Registrant's Report on Form 8-K
dated October 5, 1994).
10.6 Loan Agreement dated September 20, 1993 Incorporated
between the Registrant and General by reference
Electric Capital Corporation
(Incorporated by reference to Exhibit 10.1
to the Registrant's Current Report on
Form 10-K dated September 20, 1993).
10.7 The Registrant's Severance Program, as Incorporated
adopted effective March 24, 1994 pursuant by reference
to order of the Bankruptcy Court presiding
over the Registrant's proceeding under
Chapter 11 of Title 11 of the United States
Code (the "Bankruptcy Court") (Incorporated
by reference to Exhibit 10.7 to Registrant's
Annual Report on Form 10-K for the fiscal
year ended January 29, 1994, dated April 26,
1994).
10.8 The Registrant's obligations with respect to
the compensation of its officers and directors
as specified in the following orders of the
Bankruptcy Court:
(a) Order Authorizing Compensation of Senior Incorporated
Vice Presidents (dated November 18, 1993) by reference
(Incorporated by reference to Exhibit 10.8
to the Registrant's Annual Report on Form
10-K for the fiscal year ended January 29,
1994, dated April 26, 1994).
(b) Order Authorizing Compensation of Executive Incorporated
Vice Presidents (dated November 18, 1993) by reference
(Incorporated by reference to Exhibit 10.8
to the Registrant's Annual Report on Form
10-K for the fiscal year ended January 29,
1994, dated April 26, 1994).
(c) Order Authorizing Compensation of Vice Incorporated
Presidents and Treasurer (dated November 18, by reference
1993) (Incorporated by reference to Exhibit
10.8 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended
January 29, 1994, dated April 26, 1994).
(d) Order Continuing Compensation of Chairman Incorporated
of the Board of Directors Pending Hearing by reference
(dated November 18, 1993) (Incorporated by
reference to Exhibit 10.8 to the
Registrant's Annual Report on Form 10-K
for the fiscal year ended January 29, 1994,
dated April 26, 1994).
(e) Order Authorizing Payment of Compensation Incorporated
to Directors (dated November 18, 1993) by reference
(Incorporated by reference to Exhibit 10.8
to Registrant's Annual Report on Form 10-K
for the fiscal year ended January 29, 1994,
dated April 26, 1994).
(f) Amended Order Approving Rejection of Incorporated
Termination Agreements and Implementation by reference
of Severance Program (April 1, 1994)
(Incorporated by reference to
Exhibit (c)(5)(f) to the Registrant's
Report on Form 8-K dated April 24, 1995).
(g) Order Approving Short-Term Incentive Plan Incorporated
(August 4, 1994) (Incorporated by reference by reference
to Exhibit (c)(5)(a) to the Registrant's
Report on Form 8-K dated April 24, 1995).
(h) Order Authorizing Increased Compensation Incorporated
of R. Edward Anderson, President and Chief by reference
Executive Officer and Chairman of the
Board (dated October 12, 1994) (Incorporated
by reference to Exhibit (c)(5)(b) to the
Registrant's Report on Form 8-K dated
April 24, 1995).
(i) Order Authorizing Increased Compensation Incorporated
of (i) Kathy M. Hurley, Senior Vice by reference
President, Merchandising; (ii) Jeanette R.
Peters, Senior Vice President, Chief
Financial Officer; and (iii) George T.
Blackburn, II, Vice President, Real Estate,
General Counsel and Secretary (dated
December 15, 1994) (Incorporated by reference
to Exhibit (c)(5)(c) to the Registrant's
Report on Form 8-K dated April 24, 1995).
(j) Order Authorizing Entry into Employment Incorporated
Agreement with R. Edward Anderson, by reference
President and Chief Executive Officer
(dated December 15, 1994) (Incorporated by
reference to Exhibit (c)(5)(d) to the
Registrant's Report on Form 8-K dated
April 24, 1995).
(k) Order Approving Consummation Bonus and Incorporated
Stock Option Awards (February 14, 1995) by reference
(Incorporated by reference to Exhibit
(c)(5)(e) to the Registrant's Report on
Form 8-K dated April 24, 1995).
10.9 Order of the United States Bankruptcy Incorporated
Court, Eastern District of North Carolina, by reference
Raleigh Division, dated October 5, 1994
(Incorporated by reference to Exhibit 10.1
to Registrant's Report on Form 8-K dated
October 5, 1994).
10.10 Form of Warrant Agreement between Rose's Incorporated
Stores, Inc. and the warrant agent, as by reference
filed with the United States Bankruptcy
Court, Eastern District of North Carolina,
Raleigh Division, on December 14, 1994
(Incorporated by reference to Exhibit I-3
to Registrant's Registration Statement on
Form 8-A dated March 27, 1995).
10.11 Order of United States Bankruptcy Court, Incorporated
Eastern District of North Carolina, by reference
Raleigh Division, dated December 14, 1994
(Incorporated by reference to Exhibit I-8
to Registrant's Registration Statement on
Form 8-A dated March 27, 1995).
10.12 New Equity Compensation Plan (Incorporated Incorporated
by reference to Exhibit (c)(4) to the by reference
Registrant's Current Report on Form 8-K
dated April 24, 1995).
10.13 Modified and Restated First Amended Joint Incorporated
Plan of Reorganization dated April by reference
19, 1995 (Incorporated by reference to
Exhibit (c)(1) to Registrant's Current
Report on Form 8-K dated April 24, 1995).
10.14 Order dated April 24, 1995 approving Modified Incorporated
and Restated First Amended Joint Plan of by reference
Reorganization dated April 19, 1995
(Incorporated by reference to Exhibit (c)(2)
to Registrant's Current Report on Form 8-K
dated April 24, 1995).
27. Financial Data Schedule
99. Annual Report for the Rose's Stores, Inc.,
Variable Investment Plan for the year ended
December 31, 1994.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No 0-631
ROSE'S STORES, INC. VARIABLE INVESTMENT PLAN
ROSE'S STORES, INC.
218 S. Garnett Street
Henderson, NC 27536
<PAGE>
Exhibit
No.
23 Consent of Independent Certified Public
Accountants
99 Annual Report for the Rose's Stores,
Inc. Variable Investment Plan for the
Year ended December 31, 1994
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator, Rose's Stores, Inc., has duly caused this annual report to be
signed by the undersigned, thereunto duly authorized.
ROSE'S STORES, INC.
VARIABLE INVESTMENT PLAN
BY: /s/ Thomas B. Dowd
Tom Dowd
Vice President,
Human Resources
Date: June 29, 1995
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Rose's Stores, Inc.
We consent to incorporation by reference in the registration statement
on Form S-8 of Rose's Stores, Inc. of our report dated March 31, 1995,
relating to the statements of net assets available for Plan benefits as of
December 31, 1994 and 1993 and the related statements of changes in net assets
available for Plan benefits for each of the years in the three-year period ended
December 31, 1994 of Rose's Stores, Inc. Variable Investment Plan and the
related supplemental Schedules 1, 2 and 3 for the year ended December 31, 1994
which report appears in the December 31, 1994 annual report on Form 11-K of
Rose's Stores, Inc. Variable Investment Plan.
Raleigh, North Carolina KPMG Peat Marwick LLP
June 30, 1995
<PAGE>
ROSE'S STORES, INC.
VARIABLE INVESTMENT PLAN
Financial Statements and Schedules
December 31, 1994 and 1993
(With Independent Auditors' Report Thereon)
<PAGE>
INDEPENDENT AUDITORS' REPORT
Advisory Committee, Variable Investment Plan
Rose's Stores, Inc.:
We have audited the accompanying statements of net assets available for plan
benefits of the Rose's Stores, Inc. Variable Investment Plan (the "Plan") as of
December 31, 1994 and 1993 and the related statements of changes in net assets
available for plan benefits for each of the years in the three-year period ended
December 31, 1994. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these finan-
cial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing stand-
ards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan
as of December 31, 1994 and 1993 and the changes in net assets available for
plan benefits for each of the years in the three-year period ended December 31,
1994 in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic finan-
cial statements taken as a whole. The supplemental Schedules 1, 2 and 3 are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
KPMG Peat Marwick LLP
Raleigh, North Carolina
March 31, 1995
<PAGE>
ROSE'S STORES, INC. VARIABLE INVESTMENT PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1994 and 1993
<TABLE>
<CAPTION>
1994
Guaranteed Diversified Rose's Bond American
Income Equity Stock Temporary Fund of Balanced
Fund Fund Fund Fund America Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments at current value:
Variable rate deposits - BB&T $5,084,814 - - - - - 5,084,814
Fidelity Magellan Fund - 3,526,971 - - - - 3,526,971
Common stock of Rose's Stores, Inc. - - 17,617 - - - 17,617
American Bond Fund - - - - 467,439 - 467,439
Money market funds - - 700 45,700 - - 46,400
American Balanced Fund Stock - - - - - 123,886 123,886
Loans to participants - - - 569,691 - - 569,691
Net investments 5,084,814 3,526,971 18,317 615,391 467,439 123,886 9,836,818
Cash - - 94 55 - - 149
Employee contributions receivable - - - 72,025 - - 72,025
Accrued income receivable - - 3 423 13 5 444
Total assets 5,084,814 3,526,971 18,414 687,894 467,452 123,891 9,909,436
Net assets available for plan benefits $5,084,814 3,526,971 18,414 687,894 467,452 123,891 9,909,436
(Continued)
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ROSE'S STORES, INC. VARIABLE INVESTMENT PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1994 and 1993
<TABLE>
<CAPTION>
1993
Biltmore
Guaranteed Diversified Rose's Fixed
Income Equity Stock Temporary Income
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments at current value:
Variable rate deposits - BB&T Bank $7,471,673 - - - - 7,471,673
Fidelity Magellan Fund - 4,330,180 - - - 4,330,180
Common stock of Rose's Stores, Inc. - - 117,362 - - 117,362
Biltmore Fixed Income Fund - - - - 720,594 720,594
Money market funds - - 59,900 68,579 - 128,479
Loans to participants - - - 788,721 - 788,721
Net investments 7,471,673 4,330,180 177,262 857,300 720,594 13,557,009
Cash - - 52 95 29 176
Employee contributions receivable - - - 124,086 - 124,086
Accrued income receivable 24,725 - 164 459 - 25,348
Total assets 7,496,398 4,330,180 177,478 981,940 720,623 13,706,619
Net assets available for plan benefits $7,496,398 4,330,180 177,478 981,940 720,623 13,706,619
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ROSE'S STORES, INC. VARIABLE INVESTMENT PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 1994, 1993 and 1992
<TABLE>
<CAPTION>
1994
Wachovia
Bond/
Biltmore
Guaranteed Diversified Rose's Fixed Life Bond American
Income Equity Stock Temporary Income Insurance Fund of Balanced
Fund Fund Fund Fund Fund Option America Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income:
Net depreciation in fair
value of investments $ - (246,171) (51,354) - (42,397) - (27,698) (906) (368,526)
Dividends - 175,341 - - 13,335 - 27,931 3,433 240,390
Interest 232,108 - 776 6,969 224 - 265 48 240,390
232,108 (70,830) (50,578) 6,969 (28,838) - 498 2,575 91,904
Employee contributions
and roll-overs - - - 1,224,583 - 85,148 - - 1,309,731
Other - - - - - - - - -
Total additions 232,108 (70,830) (50,578) 1,231,552 (28,838) 85,148 498 2,575 1,401,635
Deductions from net assets
attributed to:
Plan benefits paid - - 6,760 5,063,376 - - - - 5,070,136
Insurance premiums paid - - - - - 85,148 - - 85,148
Other - - - 42,957 578 - - - 43,535
Total deductions - - 6,760 5,106,333 578 - - - 5,198,819
Net transfers of assets
among funds (2,643,692) (732,379) (101,726) 3,580,734 (691,207) - 466,954 121,316 -
Net increase (decrease) (2,411,584) (803,209) (159,064) (294,047)(720,623) - 467,452 123,891 (3,797,184)
Net assets available for
plan benefits:
Beginning of year 7,496,398 4,330,180 177,478 981,941 720,623 - - - 13,706,620
End of year $ 5,084,814 3,526,971 18,414 687,894 - - 467,452 123,891 9,909,436
(Continued)
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ROSE'S STORES, INC. VARIABLE INVESTMENT PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 1994, 1993 and 1992
<TABLE>
<CAPTION>
1993
Wachovia
Bond/
Biltmore
Guaranteed Diversified Rose's Fixed Life
Income Equity Stock Temporary Income Insurance
Fund Fund Fund Fund Fund Option Total
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair
value of investments $ - 454,382 (878,689) - 7,193 - (417,114)
Dividends - 411,565 - - 45,115 - 456,680
Interest 304,855 - 1,050 3,562 - - 309,467
304,855 865,947 (877,639) 3,562 52,308 - 349,033
Employee contributions and roll-overs - - - 1,586,451 - 128,251 1,714,702
Other - - - 74,821 - - 74,821
Total additions 304,855 865,947 (877,639) 1,664,834 52,308 128,251 2,138,556
Deductions from net assets attributed to:
Plan benefits paid - - 100,280 2,463,611 - - 2,563,891
Insurance premiums paid - - - - - 128,251 128,251
Other - - - 80 - - 80
Total deductions - - 100,280 2,463,691 - 128,251 2,692,222
Net transfers of assets among funds (973,412) (45,518) 143,766 654,993 220,171 - -
Net increase (decrease) (668,557) 820,429 (834,153) (143,864) 272,479 - (553,666)
Net assets available for plan benefits:
Beginning of year 8,164,955 3,509,751 1,011,631 1,125,804 448,144 - 14,260,285
End of year $ 7,496,398 4,330,180 177,478 981,940 720,623 - 13,706,619
(Continued)
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ROSE'S STORES, INC. VARIABLE INVESTMENT PLAN
Statements of Changes in Net Assets Available for Plan Benefits, Continued
Years ended December 31, 1994, 1993 and 1992
<TABLE>
<CAPTION>
1992
Guaranteed Diversified Rose's Wachovia Life
Income Equity Stock Temporary Bond Insurance
Fund Fund Fund Fund Fund Option Total
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair
value of investments $ - (67,063) (25,872) - 22,252 - (70,683)
Dividends - 296,016 - - 19,351 - 315,367
Interest 458,263 - 944 5,941 3,605 - 468,753
458,263 228,953 (24,928) 5,941 45,208 - 713,437
Employee contributions and roll-overs - - 456 1,985,643 68,099 163,719 2,217,917
Other - - - 89,132 - - 89,132
Total additions 458,263 228,953 (24,472) 2,080,716 113,307 163,719 3,020,486
Deductions from net assets attributed to:
Plan benefits paid - - 139,280 2,622,492 - - 2,761,772
Insurance premiums paid - - - - - 163,719 163,719
Total deductions - - 139,280 2,622,492 - 163,719 2,925,491
Net transfers of assets among funds (1,350,840) 140,419 84,192 791,392 334,837 - -
Net increase (decrease) (892,577) 369,372 (79,560) 249,616 448,144 - 94,995
Net assets available for plan benefits:
Beginning of year 9,057,532 3,140,379 1,091,191 876,188 - - 14,165,290
End of year $8,164,955 3,509,751 1,011,631 1,125,804 448,144 - 14,260,285
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ROSE'S STORES, INC. VARIABLE INVESTMENT PLAN
Notes to Financial Statements
December 31, 1994 and 1993
(l) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying financial statements of the Rose's Stores, Inc. Variable
Investment Plan (the Plan) have been prepared on an accrual basis and
present the net assets available for plan benefits and the changes in those
net assets.
(b) Investments in Securities
Investments in marketable securities are stated at current value based on
quotations obtained from national securities exchanges or brokerage firms.
The cost basis of marketable securities is average cost for the Fidelity
Magellan Fund and first-in first-out (FIFO) for Rose's Stores, Inc. common
stock.
Securities transactions are recognized on the trade date (the date the
order to buy or sell is executed).
(c) Reconciliation to Form 5500
The accompanying financial statements at December 31, 1994 and 1993 show
benefits payable to participants who have withdrawn from the Plan as a
component of net assets available for plan benefits, while Form 5500
reflects such amounts as a liability of the plan. Benefits payable of
$375,099 and $334,714 are included in net assets available for plan
benefits as of December 31, 1994 and 1993, respectively.
(2) Description of the Plan
The Plan is a defined-contribution plan sponsored by Rose's Stores, Inc.
(Rose's) and is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA). All Rose's employees are eligible to
participate in the Plan after one year of continuous employment in which
they have worked at least 1,000 hours and upon reaching 21 years of age.
Effective January 1, 1991, the Plan was amended to adopt the "safe harbor"
minimum coverage provisions of the Internal Revenue Code, and eliminated
life insurance as a new investment option effective December 31, 1991.
Participants, who were enrolled in the life insurance option prior to the
Plan's amendment were allowed to continue with this investment option.
By an agreement entered into on January 1, 1994, and effective January 1,
1989, the Plan was restated bringing it into compliance with the Tax Reform
Act of 1986, subsequent legislation through 1993, and to incorporate its
amendments.
<PAGE>
Notes to Financial Statements, Continued
The Plan currently offers four investment options for employee
contributions. The Guaranteed Income Fund, the Diversified Equity Fund and
the Bond Fund of America and the American Balanced Fund. Participants may
change their elections monthly. Due to the Plan sponsor's filing of
Chapter 11 bankruptcy, the Rose's Stock Fund has not been available as an
investment option since September 1, 1993.
(2) Description of the Plan, Continued
Each participant's account is credited with the participant's contribution
and an allocation of Rose's contribution, if any, and Plan earnings.
Allocations are based on participant compensation or account balances as
defined in the Plan. Participants are fully vested in their accounts at all
times.
The Plan permits withdrawals in the event of termination of employment,
disability, death, age 59-l/2 or retirement. Withdrawals may also be made
to meet certain financial hardships, as defined.
In the event the Plan is terminated, the Trustee will assume full
responsibility for the management and administration of the Plan. Upon
termination of the Plan, participants may elect to receive benefits
immediately, or may elect to defer benefits until they terminate their
employment with Rose's or reach retirement age (see note 8).
(3) Contributions
Employer contributions to the Plan are discretionary. The contribution for
any plan year may not exceed the net earnings of Rose's Stores, Inc. For
the years ending December 31, 1994, 1993 and 1992, Rose's Stores, Inc. made
no contributions to the Plan.
Participants may contribute up to 20% of their gross annual wages not to
exceed the IRS allowable limit of $9,240 and $8,994 for 1994 and 1993,
respectively.
<PAGE>
Notes to Financial Statements, Continued
(4) Investments
The following investments exceeded 5% of the Plan's net assets at December
31, 1994 and 1993:
Investment 1994 1993
BB&T Bank - Variable rate deposits $ 5,084,814 7,471,673
Fidelity Magellan Fund 3,526,971 4,330,180
Biltmore Fixed Income Fund - 720,594
The Bond Fund of America 467,439 -
Loans to participants $ 569,691 788,721
The Plan's investments are administered by Central Carolina Bank & Trust
Company, N.A. During the years ended December 31, 1994, 1993 and 1992, the
Plan had the following net appreciation (depreciation) in its investments:
1994 1993 1992
Fidelity Magellan Fund $ (246,171) 454,382 (67,063)
Common stocks - Rose's Stores, Inc.
non-voting Class B (51,354) (878,689) (25,872)
Wachovia Bond/Biltmore Fixed
Income Fund (42,397) 7,193 22,252
The Bond Fund of America (27,698) - -
American Balanced Fund (906) - -
$ (368,526) (417,114) (70,683)
(5) Loans to Participants
The Plan permits participants to borrow 50% of their account balance, up to
$50,000. These loans must be repaid through payroll deductions over-a period not
to exceed four and one-half years. Prior to January 1, 1993, the interest rate
to be paid on the amounts borrowed was equal to the average interest rate of the
Home Equity Loan Rate at the five major commercial banks in the area at the time
of the loan. The interest rate for monies borrowed in 1993 was equal to the
average prime rate at the sponsor's banks, plus one percent. At December 31,
1994 and 1993, there were $569,691 and $788,721 in loans outstanding,
respectively. These loans bear interest at rates ranging from 7.0% to 11.5% and
are due through 1999.
<PAGE>
Notes to Financial Statements, Continued
(6) Related Party Transactions
The Plan owned 93,956 and 234,723 shares of Rose's Stores, Inc. non-voting Class
B stock at December 31, 1994 and 1993, respectively. The stock was purchased
at prevailing market prices. The Plan received no dividends from Rose's Stores,
Inc. during the three year period ended December 31, 1994.
All expenses of the Plan were paid by the plan sponsor, Rose's Stores, Inc., in
1994, 1993 and 1992.
(7) Federal Income Taxes
The Internal Revenue Service issued its latest determination letter on May 7,
1993 which stated that the Plan and its underlying trust qualify under the
applicable provisions of the Internal Revenue Code and are therefore exempt from
federal income taxes.
(8) Subsequent Event
The Profit Sharing Advisory Committee has resolved to merge the Profit Sharing
Plan into the Variable Investment Plan (VIP). The merger will be effective July
1, 1995 and the new entity will take the form of a 401(k) plan. The Corporation
will use First Union National Bank as the trustee of the new plan.
<PAGE>
Schedule 1
ROSE'S STORES, INC. VARIABLE INVESTMENT PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
Year ended December 31, 1994
<TABLE>
<CAPTION>
Par value Identity of party and Market
or shares description of assets Cost value
<C> <S> <C> <C>
Variable rate deposits:
- BB&T $ 5,084,814 5,084,814
Mutual fund investment:
52,799 Fidelity Magellan Fund 3,181,231 3,526,971
Common stock:
93,956 *Rose's Stores, Inc. - nonvoting
Class B 287,312 17,617
Money market funds:
- Employee Benefit Money Market 46,400 46,400
Loans to participants with interest rates
ranging from 7 to 11.5% with payments
- due through 1999 569,691 569,691
Bond funds:
36,835 The Bond Fund of America 491,393 467,439
10,323 Balanced funds:
American Balanced Fund 125,127 123,886
Total assets held for investment
purposes $9,785,968 9,836,818
</TABLE>
*Denotes party-in-interest.
<PAGE>
Schedule 2
ROSE'S STORES, INC. VARIABLE INVESTMENT PLAN
Item 27d - Schedule of Reportable Transactions (1)
Year ended December 31, 1994
<TABLE>
<CAPTION>
Aggregate
cost
Aggregate Aggregate of assets Net
purchase selling sold or realized
Identity of party and price price distributed gain
description of assets (2) (3) (2) (3) (2) (loss)
<S> <C> <C> <C> <C>
BB&T - Variable Rate Deposits $ 713,397 3,100,257 3,100,257 -
Fidelity Magellan Fund 751,567 1,308,605 1,016,512 292,093
Employee Benefit Money Market Fund 4,624,800 4,647,679 4,647,679 -
Biltmore Fixed Income Fund 70,985 749,182 801,595 (52,413)
The Bond Fund of America 772,321 277,184 280,928 (3,744)
</TABLE>
(1) This schedule presents transactions in any security where the aggregate of
such transactions in that security exceeds five percent of plan assets at
January 1, 1994.
(2) The value of securities at the time of purchase or sale is the market value.
(3) Brokerage commissions are included in purchase prices and deducted from
sales proceeds.
<PAGE>
Schedule 3
ROSE'S STORES, INC. VARIABLE INVESTMENT PLAN
Item 27e - Schedule of Nonexempt Transactions (1)
Year ended December 31, 1994
<TABLE>
<CAPTION>
Aggregate
cost
Aggregate Aggregate of assets
purchase selling sold or Net
Identity of party and price price distributed realized
description of assets (2) (3) (2) (3) (2) (loss)
<S> <C> <C> <C> <C>
Rose's Stores, Inc. - nonvoting
Class B trustee sold shares $ - 48,391 81,681 (33,290)
</TABLE>
(1) This schedule presents party in interest transactions that are considered
nonexempt by the Department of Labor's Rules and Regulations under the
Employee Retirement Income Security Act of 1974.
(2) The value of securities at the time of purchase or sale is the market
value.
(3) Brokerage commissions are included in purchase prices and deducted from
sales proceeds.
