<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended February 28, 1998
Commission File Number: 0-19269
SUN TELEVISION AND APPLIANCES, INC.
(Exact name of Registrant as specified in its charter)
OHIO NO. 31-1178151
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6600 PORT ROAD
GROVEPORT, OHIO 43125
(Address of principal executive offices,
including zip code)
(614) 492-5600
(Registrant's telephone number,
including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
The Registrant 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 has been subject to the filing requirements for at least the past
90 days.
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]
The aggregate market value of the Registrant's Common Stock held by
non-affiliates of the Registrant was approximately $35,735,000 on May 15, 1998.
There were 17,439,202 shares of the Registrant's Common Stock
outstanding on May 15, 1998.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the 1998 Annual
Meeting of Shareholders are incorporated by reference in Part III.
<PAGE> 2
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
Form 10-K
Page
---------
Schedule II -- Valuation and Qualifying Accounts................. 42
Schedules not listed above are omitted because of the absence of the
conditions under which they are required or because the required information is
included in the financial statements or the notes thereto.
(3) Exhibits:
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
3(a) Second Amended and Restated Articles of Incorporation of the
Registrant. (Reference is made to Exhibit 4(b) to the
Registrant's Post-Effective Amendment No. 2 to Registration
Statement on Form S-8 (Registration No. 33-44932), and
incorporated herein by reference.)
3(b) Code of Regulations of the Registrant. (Reference is made to
Exhibit 4(a) to the Registrant's Post-Effective Amendment No.
2 to Registration Statement on Form S-8 (Registration No.
33-44932), and incorporated herein by reference.)
4 Article FOURTH of the Registrant's Second Amended and Restated
Articles of Incorporation (contained in the Registrant's
Second Amended and Restated Articles of Incorporation filed as
Exhibit 3(a)).
10(a) Credit Agreement, dated as of September 13, 1994, among the
Registrant, National City Bank, Columbus, The Huntington
National Bank, and National City Bank, Columbus, as Agent.
(Reference is made to Exhibit 10(b) to the Registrant's Annual
Report on Form 10-K for the year ended February 28, 1995, and
incorporated herein by reference.)
10(b) Purchase Agreement dated as of September 15, 1994, among the
Registrant and the Purchasers named in Schedule 1 thereto with
respect to $30,000,000 principal amount of 8.18% Senior Notes
due August 31, 2004. (Reference is made to Exhibit 10(c) to
the Registrant's Annual Report on Form 10-K for the year ended
February 28, 1995, and incorporated herein by reference.)
10(c) Indemnification Agreement, dated as of July 18, 1994, between
the Registrant and Thomas Epstein. (Reference is made to
Exhibit
<PAGE> 3
10(d) to the Registrant's Annual Report on Form 10-K for the
year ended February 28, 1995, and incorporated herein by
reference.)
10(d) Information concerning Indemnification Agreements
substantially similar to Exhibit 10(d). (Reference is made to
Exhibit 10(e) to the Registrant's Annual Report on Form 10-K
for the year ended February 28, 1995, and incorporated herein
by reference.)
10(e) 1991 Stock Option Plan. (Reference is made to Exhibit 4(a) to
the Registrant's Post-Effective Amendment No. 2 to
Registration Statement on Form S-8 (Registration No.
33-44932), and incorporated herein by reference.)
10(f) First Amendment to Purchase Agreement dated as of May 31,
1996, among the Registrant and Teachers Insurance and Annuity
Association of America with respect to $30,000,000 principal
amount of 8.18% Senior Notes due August 31, 2004. (Reference
is made to Exhibit 10(a) to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 1, 1996, and
incorporated herein by reference.)
10(g) Third Modification of Credit Agreement, dated as of May 31,
1996, among the Registrant, National City Bank of Columbus,
The Huntington National Bank, and National City Bank of
Columbus, as Agent. (Reference is made to Exhibit 10(b) to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 1, 1996, and incorporated herein by reference.)
10(h) Revolving Credit Agreement, dated as of December 19, 1996,
among the Registrant, various lenders participating thereto,
The CIT Group/Business Credit, Inc., as Agent, and National
City Commercial Finance, Inc., as Co-Agent. (Reference is made
to Exhibit 10 of the Registrant's Quarterly Report on Form
10-Q for the Quarter ended November 30, 1996, and incorporated
herein by reference.)
10(i) Letter Agreement, dated as of February 11, 1997, between the
Registrant and BTS LLC, a subsidiary of Price Waterhouse LLP.
(Reference is made to Exhibit 10(n) of the Registrant's Annual
Report on Form 10-K for the year ended March 1, 1997, and
incorporated herein by reference.)
10(j) Amendment to Letter Agreement, dated as of June 17, 1997,
between the Registrant and BTS LLC, a subsidiary of Price
Waterhouse LLP. (Reference is made to Exhibit 10 of the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended May 31, 1997, and incorporated herein by reference.)
10(k) Mortgage Deed, Security Agreement, and Assignment of Leases
and Rents, dated as of April 2, 1997, between the Registrant
and The CIT Group/Business Credit, Inc., as agent. (Reference
is made to Exhibit 10(o) of the Registrant's Annual Report on
Form 10-K for the year ended March 1, 1997, and incorporated
herein by reference.)
<PAGE> 4
10(l) First Amendment Agreement, dated as of January 28, 1997,
between the Registrant and The CIT Group/Business Credit,
Inc., as Administrative Agent and National City Commercial
Finance, Inc. as Co-Agent and IBJ Schroder Bank & Trust
Company. (Reference is made to Exhibit 10(q) to the
Registrant's Annual Report on Form 10-K/A No. 1 for the year
ended March 1, 1997, and incorporated herein by reference.)
10(m) Second Amendment Agreement, dated as of March 10, 1997,
between the Registrant and The CIT Group/Business Credit,
Inc., as Administrative Agent and National City Commercial
Finance, Inc. as Co-Agent and IBJ Schroder Bank & Trust
Company. (Reference is made to Exhibit 10(r) to the
Registrant's Annual Report on Form 10-K/A No. 1 for the year
ended March 1, 1997, and incorporated herein by reference.)
10(n) Third Amendment Agreement, dated as of April 3, 1997, between
the Registrant and The CIT Group/Business Credit, Inc., as
Administrative Agent and National City Commercial Finance,
Inc. as Co-Agent and IBJ Schroder Bank & Trust Company.
(Reference is made to Exhibit 10(s) to the Registrant's Annual
Report on Form 10-K/A No. 1 for the year ended March 1, 1997,
and incorporated herein by reference.)
10(o) Sale and Leaseback of 6600 Port Road, Groveport, Franklin
County, Ohio with Duke Realty, dated June 27, 1997. (Reference
is made to 8-K Filing of Registrant dated July 9, 1997).
10(p) Revolving Credit Facility, dated as of November 19, 1997,
among the Registrant, various lenders participating thereto,
BankBoston Retail Finance, Inc., as Agent. ("Loan and Security
Agreement"). (Reference is made to Exhibit 10(p) to the
Registrant's Annual Report on Form 10-K for the year ended
February 28, 1998, and incorporated herein by reference.)
10(q) Term Loan and Security Agreement, dated as of November 19,
1997, among the Registrant and BankBoston Retail Finance, Inc.
as Agent. ("Term Loan and Security Agreement"). (Reference is
made to Exhibit 10(q) to the Registrant's Annual Report on
Form 10-K for the year ended February 28, 1998, and
incorporated herein by reference.)
10(r) First Amendment to Loan and Security Agreement, dated December
31, 1997 between Registrant and BankBoston Retail Finance,
Inc., as Agent. (Reference is made to Exhibit 10(r) to the
Registrant's Annual Report on Form 10-K for the year ended
February 28, 1998, and incorporated herein by reference.)
10(s) Second Amendment to Loan and Agreement, dated May 26, 1998,
between Registrant and BankBoston Retail Finance, Inc., as
Agent. (Reference is made to Exhibit 10(s) to the Registrant's
Annual Report on Form 10-K for the year ended February 28,
1998, and incorporated herein by reference.)
<PAGE> 5
10(t) Severance Agreement, dated October 22, 1997, between
Registrant and Dennis L. May. (Reference is made to Exhibit
10(t) to the Registrant's Annual Report on Form 10-K for the
year ended February 28, 1998, and incorporated herein by
reference.)
10(u) Employment Agreement, dated February 12, 1998, between
Registrant and Beth A. Savage. (Reference is made to Exhibit
10(u) to the Registrant's Annual Report on Form 10-K for the
year ended February 28, 1998, and incorporated herein by
reference.)
11 Statement re: Computation of Net Income Per Common Share.
(Reference is made to Exhibit 11 to the Registrant's Annual
Report on Form 10-K for the year ended February 28, 1998, and
incorporated herein by reference.)
16.1 Letter dated December 23, 1997 from Coopers & Lybrand LLP,
Registrant's certifying accountant. (Reference is made to
Exhibit 16.1 to the Current Report on Form 8-K, dated December
19, 1997, and incorporated herein by reference.)
21 * Subsidiaries of the Registrant.
23.1 Consent of KPMG Peat Marwick LLP. (Reference is made to
Exhibit 23.1 to the Registrant's Annual Report on Form 10-K
for the year ended February 28, 1998, and incorporated herein
by reference.)
23.2 Consent of Coopers & Lybrand LLP. (Reference is made to
Exhibit 23.2 to the Registrant's Annual Report on Form 10-K
for the year ended February 28, 1998, and incorporated herein
by reference.)
24 Powers of Attorney. (Reference is made to Exhibit 24 to the
Registrant's Annual Report on Form 10-K for the year ended
February 28, 1998, and incorporated herein by reference.)
27 Financial Data Schedule. (Reference is made to Exhibit 27 to
the Registrant's Annual Report on Form 10-K for the year ended
February 28, 1998, and incorporated herein by reference.)
* Filed with this Report.
(b) REPORTS ON FORM 8-K
December 23, 1997 8-K Filing - Appointment of KPMG Peat Marwick.
July 9, 1997 8-K Filing - Sale/Leaseback Transaction.
(c) EXHIBITS
The exhibits to this report begin on page 44.
(d) FINANCIAL STATEMENT SCHEDULES
The financial statement schedule is included on the following page.
<PAGE> 6
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SUN TELEVISION AND APPLIANCES, INC.
Date: September 9, 1998 By: /s/ Dennis L. May
-----------------------------------------
Dennis L. May
Executive Vice President, Chief Operating
Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the 9th day of September, 1998.
Signature Title
R. Carter Pate* Chairman of the Board and
- ----------------------------------------- Chief Executive Officer
R. Carter Pate
/s/ Beth A. Savage Chief Financial Officer and
- ----------------------------------------- Treasurer (Principal Accounting
Beth A. Savage Officer and Principal Financial
Officer)
/s/ Dennis L. May Executive Vice President, Chief
- ----------------------------------------- Operating Officer and Director
Dennis L. May
Macy T. Block* Director
- -----------------------------------------
Macy T. Block
Ned L. Sherwood* Director
- -----------------------------------------
Ned L. Sherwood
Thomas Epstein* Director
- -----------------------------------------
Thomas Epstein
Paul D. Bauer* Director
- -----------------------------------------
Paul D. Bauer
Brady J. Churches* Director
- -----------------------------------------
Brady J. Churches
*By: /s/ Dennis L. May
- -----------------------------------------
Dennis L. May, Attorney-in-fact
<PAGE> 1
EXHIBIT 21
Sun TV and Appliances, Inc., a Delaware corporation
