FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended February 13, 1999, or
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _______ to ________.
Commission file number 1-10714
AUTOZONE, INC.
(Exact name of registrant as specified in its charter)
Nevada 62-1482048
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
123 South Front Street
Memphis, Tennessee 38103
(Address of principal executive offices) (Zip Code)
(901) 495-6500
Registrant's telephone number, including area code
(not applicable)
Former name, former address and former fiscal year, if changed since last
report.
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
periods 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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date.
Common Stock, $.01 Par Value - 149,630,668 shares as of March 22, 1999.
<PAGE>
AUTOZONE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
FEB. 13, AUG. 29,
1999 1998
-------- --------
(UNAUDITED)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 6,320 $ 6,631
Accounts receivable 39,997 42,252
Merchandise inventories 995,825 966,560
Prepaid expenses 29,161 37,532
Deferred income taxes 73,785 61,964
Income tax receivable 2,151
----------- -----------
Total current assets 1,145,088 1,117,090
Property and equipment:
Property and equipment 1,995,700 1,778,485
Less accumulated depreciation and amortization 395,499 350,979
----------- -----------
1,600,201 1,427,506
Other assets:
Cost in excess of net assets acquired 280,844 181,315
Deferred income taxes 52,776 3,510
Other assets 15,423 18,692
----------- -----------
349,043 203,517
----------- -----------
$ 3,094,332 $ 2,748,113
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 634,917 $ 683,372
Accrued expenses 201,561 176,457
Income taxes payable 8,892
----------- -----------
Total current liabilities 845,370 859,829
Long-term debt 839,427 545,067
Other liabilities 90,281 41,160
Stockholders' equity 1,319,254 1,302,057
----------- -----------
$ 3,094,332 $ 2,748,113
=========== ===========
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
AUTOZONE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
TWELVE WEEKS ENDED TWENTY-FOUR WEEKS ENDED
--------------------------- ------------------------------
Feb. 13, Feb. 14, Feb. 13, Feb. 14,
1999 1998 1999 1998
-------- -------- ------- --------
<S> <C> <C> <C> <C>
Net sales $ 852,538 $ 607,097 $ 1,753,487 $ 1,282,371
Cost of sales, including warehouse
and delivery expenses 499,045 353,416 1,023,512 748,249
Operating, selling, general and
administrative expenses 286,220 195,599 572,887 397,392
-------- -------- ----------- -----------
Operating profit 67,273 58,082 157,088 136,730
Interest expense 10,234 3,028 18,749 5,530
-------- -------- ----------- -----------
Income before income taxes 57,039 55,054 138,339 131,200
Income taxes 21,000 20,700 51,000 49,300
-------- -------- ----------- -----------
Net income $ 36,039 $ 34,354 $ 87,339 $ 81,900
======== ========== =========== ===========
Weighted average shares
for basic earnings per share 149,929 152,061 150,345 151,879
Effect of dilutive stock options 1,740 1,640 1,274 1,883
-------- ---------- ----------- -----------
Adjusted weighted average shares
for diluted earnings per share 151,669 153,701 151,619 153,762
======== ========== =========== ===========
Basic earnings per share $ 0.24 $ 0.23 $ 0.58 $ 0.54
======== ========== =========== ===========
Diluted earnings per share $ 0.24 $ 0.22 $ 0.58 $ 0.53
======== ========== =========== ===========
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
AUTOZONE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
TWENTY-FOUR WEEKS ENDED
-------------------------------
FEB. 13, FEB. 14,
1999 1998
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 87,339 $ 81,900
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 56,675 40,092
Net increase in merchandise inventories (66,374) (10,360)
Net decrease in current liabilities (45,872) (59,134)
Other - net 8,817 (3,639)
-------- ---------
Net cash provided by operating activities 40,585 48,859
Cash flows from investing activities:
Cash outflows for property and equipment, net (265,114) (125,595)
Cash flows from financing activities:
Net proceeds from debt 294,360 65,400
Proceeds from sale of Common Stock,
including related tax benefit 7,340 11,471
Purchase of treasury stock (77,482)
--------- ---------
Net cash provided by financing activities 224,218 76,871
--------- ---------
Net increase/(decrease) in cash and cash equivalents (311) 135
Cash and cash equivalents at beginning of period 6,631 4,668
--------- ---------
Cash and cash equivalents at end of period. $ 6,320 $ 4,803
========= =========
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A-BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the twelve weeks ended
February 13, 1999, are not necessarily indicative of the results that may
be expected for the fiscal year ending August 28, 1999. For further
information, refer to the financial statements and footnotes included in
the Company's annual report on Form 10-K for the year ended August 29,
1998.
NOTE B-INVENTORIES
Inventories are stated at the lower of cost or market using the
last-in, first-out (LIFO) method. An actual valuation of inventory under
the LIFO method can be made only at the end of each year based on the
inventory levels and costs at that time. Accordingly, interim LIFO
calculations must necessarily be based on management's estimates of
expected year-end inventory levels and costs.
NOTE C-FINANCING ARRANGEMENTS
The Company's long-term debt as of February 13, 1999 and August 29,
1998 consisted of the following:
FEB. 13, Aug. 29,
1999 1998
-------- --------
6.5% Debentures due $ 200,000 $ 200,000
July 15, 2008
6% Notes due November 1, 2003 150,000
Commercial paper, weighted
average rate of 5% at February
13, 1999, and 5.7% at August 344,850 305,000
29, 1998
Unsecured bank loan,
floating interest
rate averaging 5.3% at February
13, 1999, and 5.8% at August 29,
1998 139,000 34,050
Other 5,577 6,017
------- -------
$ 839,427 $ 545,067
In October 1998, the Company sold $150 million of 6% Notes due
November 2003 at a discount. Interest on the Notes is payable semi-
annually on May 1 and November 1 each year, beginning May 1, 1999. In
July 1998, the Company sold $200 million of 6.5% Debentures due July 2008
at a discount. Interest on the Debentures is payable semi-annually on
January 15 and July 15 of each year, beginning January 15, 1999.
Proceeds from the Notes and Debentures were used to repay portions of the
Company's long-term variable rate bank debt and for general corporate
purposes.
The Company has a commercial paper program that allows borrowing up
to $500 million. In connection with the program, the Company has a credit
facility with a group of banks for up to $350 million which extends until
2001 and a 364-day $150 million credit facility with another group of
banks. The 364-day facility includes a renewal feature as well as an
option to extinguish the outstanding debt one year from the maturity
date. Borrowings under the commercial paper program reduce availability
under the credit facilities. Outstanding commercial paper and revolver
borrowings at February 13, 1999, are classified as long-term debt as it
is the Company's intention to refinance them on a long-term basis.
Additionally, the Company has a credit facility with a bank for up
to $150 million which extends until May 1999. The Company also has a
negotiated rate unsecured revolving credit agreement totaling $25 million
which extends until March 1999. At February 13, 1999 there were no
amounts outstanding under these agreements.
The rate of interest payable under the revolving credit agreements
is a function of the London Interbank Offered Rate (LIBOR) or the lending
bank's base rate (as defined in the agreement) at the option of the
Company. In addition, the $350 million credit facility contains a
competitive bid rate option. All of the revolving credit facilities
contain a covenant limiting the amount of debt the Company may incur
relative to its total capitalization.
NOTE D-STOCKHOLDERS' EQUITY
The Company presents basic and diluted earnings per share (EPS) in
accordance with the Statement of Financial Accounting Standards No. 128,
"Earnings Per Share." Basic EPS is computed as net earnings divided by
the weighted-average number of common shares outstanding for the period.
Diluted EPS reflects the potential dilution that could occur from common
shares issuable through stock-based compensation including stock options.
In October 1998, the Company announced Board approval to repurchase
up to $150 million of common stock in the open market. This is in
addition to the $100 million repurchase approved in January 1998. Since
January 1998, approximately $106 million of common stock has been
repurchased under the plan.
NOTE E-COMPREHENSIVE INCOME
As of August 30, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income". This
statement establishes standards for reporting and display of
comprehensive income and its components. Comprehensive income is net
income, plus certain other items that are recorded directly to
stockholders' equity, bypassing net income. There are no such items
currently applicable to the Company and therefore comprehensive income
for the periods presented equals net income.
The adoption of this Statement had no effect on the Company's
results of operations or financial position.
NOTE F-BUSINESS COMBINATIONS
The Company continues to assess the fair value of the assets and
liabilities acquired during fiscal 1998. The adjustment, as a result of
this analysis, is as follows (in thousands):
INCREASE/
(DECREASE)
Inventory $ (37,109)
Property and equipment (37,916)
Goodwill 101,677
Other assets (11,201)
Deferred income tax asset 65,387
Current liabilities (33,564)
Other liabilities (47,274)
The purchase price for Chief Auto Parts Inc. has been preliminarily
allocated in the consolidated financial statements and the final
adjustment may differ from the preliminary allocation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
TWELVE WEEKS ENDED FEBRUARY 13, 1999, COMPARED TO
TWELVE WEEKS ENDED FEBRUARY 14, 1998
Net sales for the twelve weeks ended February 13, 1999 increased by
$245.4 million, or 40.4%, over net sales for the comparable period of
fiscal 1998. This increase was due to a comparable store sales increase
of 8%, and increases in net sales for stores opened or acquired since the
beginning of fiscal 1998. At February 13, 1999, the Company had 2,700
stores in operation compared with 1,824 stores at February 14, 1998.
Gross profit for the twelve weeks ended February 13, 1999, was
$353.5 million, or 41.5% of net sales, compared with $253.7 million, or
41.8% of net sales, during the comparable period for fiscal 1998. The
decrease in the gross profit percentage was due primarily to higher
distribution costs and shrink at acquired stores as they are being
converted to the AutoZone systems and format as well as the acquisition
of TruckPro which operates at a lower gross margin. TruckPro was
acquired in the third quarter of fiscal 1998.
Operating, selling, general and administrative expenses for the
twelve weeks ended February 13, 1999 increased by $90.6 million over such
expenses for the comparable period for fiscal 1998, and increased as a
percentage of net sales from 32.2% to 33.6%. The increase in the expense
ratio was due primarily to higher payroll and occupancy costs,
principally in recently acquired stores, and acquisition integration
activities.
Interest expense for the twelve weeks ended February 13, 1999 was
$10.2 million compared with $3.0 million during the comparable period of
1998. The increase in interest expense was primarily due to higher
levels of borrowings as a result of the acquisitions and stock
repurchases.
The Company's effective income tax rate was 36.8% of pre-tax income
for the twelve weeks ended February 13, 1999 and 37.6% for the twelve
weeks ended February 14, 1998.
TWENTY-FOUR WEEKS ENDED FEBRUARY 13, 1999, COMPARED TO
TWENTY-FOUR WEEKS ENDED FEBRUARY 14, 1998
Net sales for the twenty-four weeks ended February 13, 1999,
increased by $471.1 million, or 36.7%, over net sales for the comparable
period of fiscal 1998. This increase was due to a comparable store sales
increase of 5%, and increases in net sales for stores opened or acquired
since the beginning of fiscal 1998.
Gross profit for the twenty-four weeks ended February 13, 1999, was
$730.0 million, or 41.6% of net sales, compared with $534.1 million, or
41.7% of net sales, during the comparable period for fiscal 1998. The
decrease in the gross profit percentage was due primarily to acquisition
integration costs and lower gross margins in the truck parts business.
Operating, selling, general and administrative expenses for the
twenty-four weeks ended February 13, 1999 increased by $175.5 million
over such expenses for the comparable period for fiscal 1998, and
increased as a percentage of net sales from 31.0% to 32.7%. The increase
in the expense ratio was due primarily to integration costs associated
with acquisitions.
The Company's effective income tax rate was 36.9% of pre-tax income
for the twenty-four weeks ended February 13, 1999 and 37.6% for the
twenty-four weeks ended February 14, 1998.
LIQUIDITY AND CAPITAL RESOURCES
For the twenty-four weeks ended February 13, 1999, net cash of $40.6
million was provided by the Company's operations versus $48.9 million for
the comparable period of fiscal year 1998. The comparative decrease in
cash provided by operations is due primarily to working capital
requirements in acquired businesses.
Capital expenditures for the twenty-four weeks ended February 13,
1999 were $265.1 million, including approximately $108 million for
acquisition of real estate for 100 Express auto parts stores from Pep
Boys. The Company anticipates that capital expenditures for fiscal 1999
will be approximately $425 million. Year to date, the Company opened 170
gross new AutoZone stores, including 54 former Pep Boys Express stores.
Additionally, the Company replaced 25 stores and closed 102 auto parts
stores in conjunction with its acquisition integration activities. The
Company expects to operate between 2,700 and 2,800 auto parts stores at
the end of the fiscal year.
The Company anticipates that it will continue to generate
significant operating cash flow. The Company foresees no difficulty in
obtaining long-term financing in view of its credit rating and favorable
experiences in the debt market in the past.
In October 1998, the Company sold $150 million of 6% Notes due
November 1, 2003, at a discount. Interest on the Notes is payable semi-
annually on May 1 and November 1 each year, beginning May 1, 1999. In
July 1998, the Company sold $200 million of 6.5% Debentures due July 15,
2008, at a discount. Interest on the Debentures is payable semi-annually
on January 15 and July 15 of each year, beginning January 15, 1999.
Proceeds from the Notes and Debentures were used to repay portions of the
Company's long-term variable rate bank debt and for general corporate
purposes.
The Company has a commercial paper program that allows borrowing up
to $500 million. In connection with the program, the Company has a credit
facility with a group of banks for up to $350 million which extends until
December 2001 and a 364-day $150 million credit facility with another
group of banks. The 364-day facility includes a renewal feature as well
as an option to extinguish the outstanding debt one year from the
maturity date. Borrowings under the commercial paper program reduce
availability under the credit facilities. Outstanding commercial paper
and revolver borrowings at February 13, 1999, of $483.9 million are
classified as long-term debt as it is the Company's intention to
refinance them on a long-term basis.
Additionally, the Company has a credit facility with a bank for up
to $150 million which extends until May 1999. The Company also has a
negotiated rate unsecured revolving credit agreement totaling $25 million
which extends until March 1999. At February 13, 1999 there were no
amounts outstanding under these agreements.
Accounting Pronouncements
In March 1998, the Accounting Standards Executive Committee (AcSEC)
issued Statement of Position (SOP) 98-1, "Accounting For the Costs of
Computer Software Developed For or Obtained For Internal-Use." The
Company adopted this SOP beginning August 30, 1998. The SOP will require
the capitalization of certain costs incurred in connection with
developing or obtaining software for internal-use. The adoption of SOP
98-1 is not anticipated to have a material impact on the Company's
results of operations or financial position.
YEAR 2000 READINESS DISCLOSURE
The Company began addressing the Year 2000 issue in June 1996 and
implemented a formal Year 2000 project office in May 1997. As of
February 13, 1999, the Company anticipates completing the conversion and
testing of all known programs by July 31, 1999.
The total estimated cost of the Year 2000 project is $12 million,
which is being expensed as incurred. All of the related costs are being
funded through operating cash flows. These costs are an immaterial part
of the overall information technology budget. No major information
technology projects or programs have been deferred.
In addition to internal activities, the Company is addressing Year
2000 issues which do not normally fall under information technology such
as embedded chip equipment and the compliance status of business
partners. Although the Company believes that the ongoing assessment and
testing will minimize the Company's risks, there is no guarantee that
there will not be an adverse effect on the Company if third parties, such
as merchandise vendors, service providers, or utility companies, are not
Year 2000 compliant.
Although the Company does not anticipate any major business
disruptions as a result of Year 2000 issues, it is possible that certain
disruptions may occur including loss of communications with stores,
distribution centers, or business partners, inability to process
transactions in a timely manner or loss of power. The Company is
currently developing contingency plans which should be finalized by July
31, 1999. Elements of the Company's contingency plans may include:
switching vendors, implementing back-up systems or manual processes, and
the stockpiling of certain products prior to the Year 2000.
The cost of conversion and the completion date are based on
management's best estimates and may be updated as additional information
becomes available.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Quarterly Report on Form 10-Q
are forward-looking statements. These statements discuss, among other
things, expected growth, domestic and international development and
expansion strategy, and future performance. The forward-looking
statements are subject to risks, uncertainties and assumptions including,
without limitation, competition, product demand, domestic and
international economies, government approvals, inflation, the ability to
hire and retain qualified employees, the ability to convert acquired
stores in a profitable and timely manner, consumer debt levels and the
weather. Actual results may materially differ from anticipated results.
Please refer to the Risk Factors section in the Annual Report on Form 10-
K for fiscal year ended August 29, 1998, for more details.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Stockholders was held on December 17, 1998.
(b) Not applicable.
(c) 1. Election of Directors. All nominees for director were elected
pursuant to the following vote:
NOMINEE VOTES FOR VOTES WITHHELD
------- ----------- --------------
Johnston C. Adams, Jr. 131,421,369 1,853,614
Andrew M. Clarkson 131,370,458 1,904,525
N. Gerry House 130,986,603 2,288,380
Robert J. Hunt 131,414,610 1,860,373
J.R. Hyde, III 131,370,992 1,903,991
James F. Keegan 131,337,719 1,937,264
Michael W. Michelson 131,348,241 1,926,742
Ronald A. Terry 131,360,113 1,914,870
Timothy D. Vargo 131,420,042 1,854,941
2. Approval of the amendment to the Amended and Restated 1996
Stock Option Plan: 107,103,729 votes in favor, 25,807,388 votes
against, and 363,866 shares abstained from voting.
3. Approval of Ernst & Young LLP as independent auditors:
132,993,467 votes in favor, 38,429 votes against, and 243,087
shares abstained from voting.
(d) Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed as part of this report:
3.1 Restated Articles of Incorporation of AutoZone, Inc.
3.2 Amended and Restated By-laws of AutoZone, Inc. Incorporated by
reference to Exhibit 3.3 to the Form 10-K for the fiscal year
ended August 29, 1998.
27.1 Financial Data Schedule (SEC Use Only).
(b) AutoZone, Inc., did not file any reports on Form 8-K during the
fiscal quarter ended February 13, 1999.
<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.
AUTOZONE, INC.
By: /s/ Robert J. Hunt
-------------------------------
Robert J. Hunt
Executive Vice President and
Chief Financial Officer-Customer Satisfaction
(Principal Financial Officer)
By: /s/ William C. Rhodes, III
-------------------------------
William C. Rhodes, III
Vice President, Finance-Customer Satisfaction
(Chief Accounting Officer)
Dated: March 30, 1999
<PAGE>
EXHIBIT INDEX
3.1 Restated Articles of Incorporation of AutoZone, Inc.
3.2 Amended and Restated By-laws of AutoZone, Inc. Incorporated by
reference to Exhibit 3.3 to the Form 10-K for the fiscal year
ended August 29, 1998.
27.1 Financial Data Schedule (SEC Use Only).
EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION
OF
AUTOZONE, INC.
Pursuant to the provisions of Section 78.403 of the Nevada Revised
Statutes, the undersigned Corporation adopts the following Restated
Articles of Incorporation:
ARTICLE I
NAME
The name of the corporation shall be AutoZone, Inc.
ARTICLE II
CAPITAL STOCK
Section 1. AUTHORIZED SHARES. The aggregate number of shares which
the Corporation shall have authority to issue is Two Hundred One Million
(201,000,000) shares consisting of Two Hundred Million (200,000,000) shares
of common stock, par value $0.01 per share and One Million (1,000,000)
shares of preferred stock, $0.01 par value.
Section 2. CONSIDERATION FOR SHARES. The common stock authorized by
Section 1 of this Article shall be issued for such consideration as shall
be fixed, from time to time, by the Board of Directors.
Section 3. ASSESSMENT OF STOCK. The capital stock of this
Corporation, after the amount of the subscription price has been fully paid
in, shall not be assessable for any purpose, and no stock issued as fully
paid shall ever be assessable or assessed. No stockholder of the
Corporation is individually liable for the debts or liabilities of the
Corporation.
Section 4. ISSUANCE AND RIGHTS OF PREFERRED SHARES. The shares of
preferred stock may be issued and reissued from time to time in one or more
series. The Board of Directors is hereby authorized to fix or alter the
dividend rights, dividend rate, conversion rights, voting rights, rights
and terms of redemption (including sinking fund provisions), the redemption
price or prices, the liquidation preference, and any other rights,
preferences, privileges, attributes or other matters which may be reserved
to the Board of Directors by law, of any wholly-unissued series of
preferred stock, and the number of shares constituting any such series and
the designation thereof; and to increase the number of shares of any series
at any time. In case the outstanding shares of any series shall be
reacquired or shall not be issued, such shares may be designated or
redesignated and altered, and issued or reissued, hereunder, by action of
the Board of Directors.
Section 5. CUMULATIVE VOTING FOR DIRECTORS. No stockholder of the
Corporation shall be entitled to cumulative voting of his or her shares for
election of director.
Section 6. PREEMPTIVE RIGHTS. No stockholder of the Corporation
shall have any preemptive rights.
ARTICLE III
DIRECTORS AND OFFICERS
Section 1. NUMBER OF DIRECTORS. The members of the governing board
of the Corporation are styled as directors. The number of directors may be
changed from time to time in such manner as shall be provided in the bylaws
of the Corporation.
Section 2. LIMITATION OF PERSONAL LIABILITY. No director or officer
of the Corporation shall be personally liable to the Corporation or its
stockholders for damages for breach of fiduciary duty as a director or
officer; provided, however, that the foregoing provision does not eliminate
or limit the liability of a director or officer of the Corporation for:
(a) acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law; or
(b) the payment of distributions in violation of Nevada Revised
Statutes 78.300.
Section 3. REPEAL AND CONFLICTS. Any repeal or modification of
Section 2 above approved by the stockholders of the Corporation shall be
prospective only. In the event of any conflict between Section 2 of this
Article and any other Article of the Corporation's Articles of
Incorporation, the terms and provisions of this Article shall control.
ARTICLE IV
BY-LAWS
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, repeal,
alter, amend or rescind the By-Laws of the Corporation.
ARTICLE V
ARTICLES
The Corporation reserves the right to repeal, alter, amend or rescind
any provision contained in these Articles of Incorporation, in the manner
now or hereinafter prescribed by statute, and all rights conferred on
stockholders herein are granted subject to this reservation.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary consolidated financial information extracted from
the financial statements for the quarter ended February 13, 1999, and is
qualified in its entirety by reference to such consolidated financial
statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-28-1999
<PERIOD-END> FEB-13-1999
<CASH> 6,320
<SECURITIES> 0
<RECEIVABLES> 39,997
<ALLOWANCES> 0
<INVENTORY> 995,825
<CURRENT-ASSETS> 1,145,088
<PP&E> 1,995,700
<DEPRECIATION> 395,499
<TOTAL-ASSETS> 3,094,332
<CURRENT-LIABILITIES> 845,370
<BONDS> 350,000
0
0
<COMMON> 1,503
<OTHER-SE> 1,317,751
<TOTAL-LIABILITY-AND-EQUITY> 3,094,332
<SALES> 1,753,487
<TOTAL-REVENUES> 1,753,487
<CGS> 1,023,512
<TOTAL-COSTS> 1,023,512
<OTHER-EXPENSES> 572,887
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,749
<INCOME-PRETAX> 138,339
<INCOME-TAX> 51,000
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 87,339
<EPS-PRIMARY> .58
<EPS-DILUTED> .58
</TABLE>
