<PAGE> 1
[15104] FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
------------------------------------------------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from _______________________ to ______________________
Commission file number _______________________________
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Thrift Incentive Plan
B. Name of issuer of the securities hold pursuant to the plan and the address
of its principal executive office:
Filene's Basement Corp. Stock Fund
[15106] 40 Walnut Street REQUIRED INFORMATION
[15108] Wellesley, MA 02181
The following financial statements shall be furnished for the plan:
1. An audited statement of financial condition as of the end of the latest two
fiscal years of the plan (or such lesser period as the plan has been in
existence).
2. An audited statement of income and changes in plan equity for each of the
lastest three fiscal years of the plan (or such lesser period as the plan has
been in existence).
3. The statements required by Item 1 and 2 shall be prepared in accordance
with the applicable provisions of Article 6A of Regulation S-X.
4. In lieu of the requirements of Items 1-3 above, plans subject to ERISA may
file plan financial statements and schedules prepared in accordance with the
financial reporting requirements of ERISA. To the extent required by ERISA, the
plan financial statements shall be examined by an independent accountant except
that the "limited scope exemption" contained in Section 103(a)(3)(C) of ERISA
shall not be available.
[15110]
Note: A written consent of the accountant is required with respect to the plan
annual financial statements which have been incorporated by reference in a
registration statement on Form S-8 under the Securities Act of 1933. The consent
should be filed as an exhibit to this annual report. Such consent shall be
currently dated and manually signed.
[15112] SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustee (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
--------------------------------------
(Name of Plan)
Date
----------------------------- --------------------------------------
(Singture)*
* Print name and title of the signing official under the signature.
<PAGE> 2
FILENE'S BASEMENT, INC.
THRIFT INCENTIVE PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AS OF DECEMBER 31, 1996 AND 1995
TOGETHER WITH AUDITORS' REPORT
<PAGE> 3
FILENE'S BASEMENT, INC.
THRIFT INCENTIVE PLAN
INDEX
PAGE
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF
DECEMBER 31, 1996 AND 1995 2
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND
INFORMATION, FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 3
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES 4-9
SCHEDULE I--ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996 10
SCHEDULE II--ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE
YEAR ENDED DECEMBER 31, 1996 11-12
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Retirement Plan Committee of the
Filene's Basement, Inc. Thrift Incentive Plan:
We have audited the accompanying statement of net assets available for benefits
of the Filene's Basement, Inc. Thrift Incentive Plan (the Plan) as of December
31, 1996, and the related statement of changes in net assets available for
benefits, with fund information, for the year then ended. These financial
statements and the schedules referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
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 audit provides 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 benefits of the Plan as of
December 31, 1996, and the changes in its net assets available for benefits for
the year ended December 31, 1996, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 1996 and schedule of reportable
transactions for the year then ended 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 Fund Information in the statements of net assets
available for benefits and the statement of changes in net assets available for
benefits is presented for purposes of additional analysis rather than to present
the net assets available for benefits and changes in net assets available for
benefits of each fund. The supplemental schedules and Fund Information 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.
Boston, Massachusetts
June 13, 1997
<PAGE> 5
FILENE'S BASEMENT, INC.
THRIFT INCENTIVE PLAN
<TABLE>
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996 AND 1995
<CAPTION>
1996 1995
<S> <C> <C>
INVESTMENTS, AT FAIR VALUE:
Galaxy Money Market Trust $ - $ 4,477,495
Galaxy Corporate Bond Fund - 1,468,472
Galaxy Short Term Bond Fund - 1,306,148
Galaxy Growth & Income Fund - 3,155,552
CMA Money Fund 26,015 -
Merrill Lynch RP Trust 2,052,879 -
Merrill Lynch Capital Fund 2,744,407 -
Putnam Growth & Income Fund 2,875,148 -
AIM Value Fund 2,463,692 -
John Hancock Special Equities Fund Class A 1,764,195 -
Filene's Basement Corp. Stock Fund 127,578 65,326
----------- -----------
Total investments 12,053,914 10,472,993
----------- -----------
RECEIVABLES:
Contributions receivable-
Employer 250,490 166,522
Employee 62,178 36,695
----------- -----------
Total receivables 312,668 203,217
----------- -----------
OTHER ASSETS:
Accrued income 357 32,577
----------- -----------
Total other assets 357 32,577
----------- -----------
LIABILITIES:
Excess employee contributions payable 101,927 90,259
Investment management fees payable - 6,482
----------- -----------
Total liabilities 101,927 96,741
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $12,265,012 $10,612,046
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 6
FILENE'S BASEMENT, INC.
THRIFT INCENTIVE PLAN
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION,
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
<CAPTION>
-----------------------------------------Fund Information--------------------------------------------
GALAXY GALAXY MERRILL PUTNAM
MONEY GALAXY GALAXY GROWTH & CMA MERRILL LYNCH GROWTH &
MARKET CORPORATE SHORT TERM INCOME MONEY LYNCH RP CAPITAL INCOME
TRUST BOND FUND BOND FUND FUND FUND TRUST FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS (DEDUCTIONS)
Employee contributions $ 229,045 $ - $ - $ - $ 1,110,517 $ - $ - $ -
Employer contributions - - - - - - - -
Transfers between
funds (4,706,183) (1,440,675) (1,318,390) (3,313,547) (421,751) 2,018,550 2,609,387 2,567,652
Rollovers 3,650 - - - 20,589 - - -
Participant
withdrawals (62,488) (46,680) (15,275) (116,905) (935,415) - - -
Return of excess
contributions (63,137) 15,798 10,446 35,677 - - - -
Investment management
fees (5,732) (1,968) (1,655) (3,869) (4,067) - - -
----------- ---------- ----------- ----------- ----------- ----------- ----------- -----------
Total
additions
(deductions) (4,604,845) (1,473,525) (1,324,874) (3,398,644) (230,127) 2,018,550 2,609,387 2,567,652
INTEREST AND DIVIDEND
INCOME 61,727 26,310 20,528 23,234 238,232 34,329 117,546 198,710
NET REALIZED AND
UNREALIZED APPRECIATION
(DEPRECIATION) OF
INVESTMENTS - (43,224) (20,518) 191,320 17,910 - 17,474 108,786
----------- ---------- ----------- ----------- ----------- ----------- ----------- -----------
NET INCREASE IN NET
ASSETS (4,543,118) (1,490,439) (1,324,864) (3,184,090) 26,015 2,052,879 2,744,407 2,875,148
BALANCE, BEGINNING OF
YEAR 4,543,118 1,490,439 1,324,864 3,184,090 - - - -
----------- ---------- ----------- ----------- ----------- ----------- ----------- -----------
BALANCE, END OF YEAR $ - $ - $ - $ - $ 26,015 $ 2,052,879 $ 2,744,407 $ 2,875,148
=========== ========== =========== =========== =========== =========== =========== ===========
<CAPTION>
----------Fund Information-----------
JOHN
HANCOCK
SPECIAL FILENE'S
EQUITIES BASEMENT EXCESS
AIM VALUE FUND CLASS CORP. CONTRIBUTIONS ACCRUED CONTRIBUTIONS TOTAL
FUND A STOCK FUND RECEIVABLE INCOME PAYABLE 1996 1995
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS (DEDUCTIONS)
Employee contributions $ - $ - $ - $ 62,178 $ - $ - $ 1,401,740 $ 1,216,222
Employer contributions - - - 250,490 - - 250,490 166,522
Transfers between
funds 2,193,748 1,768,404 42,805 - - - - -
Rollovers - - - - - - 24,239 -
Participant
withdrawals - - (4,181) - - - (1,180,944) (1,186,388)
Return of excess
contributions - - 1,216 - - (101,927) (101,927) (90,259)
Investment management
fees - - (194) - - - (17,485) (23,320)
----------- ----------- ---------- ----------- -------- ----------- ------------ ------------
Total
additions
(deductions) 2,193,748 1,768,404 39,646 312,668 - (101,927) 376,113 82,777
INTEREST AND DIVIDEND
INCOME 119,079 156 90 - 357 - 840,298 694,477
NET REALIZED AND
UNREALIZED APPRECIATION
(DEPRECIATION) OF
INVESTMENTS 150,865 (4,365) 18,307 - - - 436,555 533,349
----------- ----------- ---------- ----------- -------- ----------- ------------ ------------
NET INCREASE IN NET
ASSETS 2,463,692 1,764,195 58,043 312,668 357 (101,927) 1,652,966 1,310,603
BALANCE, BEGINNING OF
YEAR - - 69,535 - - - 10,612,046 9,301,443
----------- ----------- ---------- ----------- -------- ----------- ------------ ------------
BALANCE, END OF YEAR $ 2,463,692 $ 1,764,195 $ 127,578 $ 312,668 $ 357 $ (101,927) $ 12,265,012 $ 10,612,046
=========== =========== ========== =========== ====== =========== ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 7
FILENE'S BASEMENT, INC.
THRIFT INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1996
(1) PLAN DESCRIPTION
The following description of the Filene's Basement, Inc. Thrift Incentive
Plan (the Plan) provides only general information. Refer to the Plan
document or the summary Plan description for more complete information.
The Plan was established on August 1, 1988 and is a defined-contribution
plan, qualified under Section 401(k) of the Internal Revenue Code (IRC),
covering substantially all employees of Filene's Basement, Inc. (the
Company). The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
Eligibility
Each employee may participate in the Plan the first day of the calendar
quarter after completing 1,000 hours of service in a twelve consecutive
month period.
Employee Contributions
Participants may elect to make contributions between 1% and 10%, in whole
percentages, of their compensation, on either a pretax or after-tax
basis, subject to Internal Revenue Service limitations. All participant
contributions are 100% vested when made. Participants are permitted to
increase or decrease their salary-deferral percentage at the beginning of
each calendar quarter, may reallocate their investments between funds at
the beginning of each calendar quarter and may choose to terminate
contributions at any time.
Employer Contributions
The Company contributes to the Plan an amount equal to 20% to 40%, as
determined each year at the discretion of the Company, of the first 5%
contributed by participants who are employees on the last day of the Plan
year (December 31). For the Plan year ended December 31, 1996, the
contribution percentage was 25%.
4
<PAGE> 8
FILENE'S BASEMENT, INC.
THRIFT INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1996
(Continued)
(1) PLAN DESCRIPTION (Continued)
Vesting
Participants are fully vested in their contributions and the earnings
thereon. Vesting in employer matching contributions is based on years of
continuous service as detailed in the following schedule:
<TABLE>
<CAPTION>
COMPLETED YEARS OF CREDITED SERVICE PERCENTAGE VESTED
<S> <C>
Less than 1 0%
At least 1 but less than 2 33%
At least 2 but less than 3 66%
3 and over 100%
</TABLE>
Upon termination from the Plan, a participant's nonvested employer
contributions are forfeited and used to reduce subsequent employer
contributions.
Upon the death, disability or retirement of a participant, he or she will
be deemed 100% vested in Company contributions and related earnings
regardless of actual service.
Benefits
Benefits are recorded when paid. Benefits provided by the Plan are paid
from net assets available for benefits. A Plan participant is entitled to
his contributions and related income and his vested portion of the
Company's contributions and related income at the time of termination.
The Plan disburses benefits to participants upon retirement, termination
or disability, or to a participant's beneficiary upon death in a lump-sum
amount equal to the net value of the participant's account or in a single
payment of whole shares of employer stock for the portion of the
participant's account invested in the Employer Stock Fund. Participants
who joined the Plan prior to January 1, 1995 may elect to receive their
benefits in the form of either a single life annuity, a single life
annuity over ten years, a joint and survivor annuity or a monthly
annuity. Participants with an account balance of $3,500 or less receive a
lump-sum distribution. Participants may be entitled to a hardship
withdrawal of their benefits if they qualify under the criteria
established by the Plan.
5
<PAGE> 9
FILENE'S BASEMENT, INC.
THRIFT INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1996
(Continued)
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These financial statements are presented in accordance with the accrual
method of accounting. Purchases and sales of investments are reflected on
a trade date basis.
Investments
Investments are stated at fair value as determined by the trustee of the
Plan, Merrill Lynch Trust Company of America. Gains and losses on sales
of investments are based on the specific cost of the investments sold.
The Plan presents in the statement of changes in net assets the net
appreciation (depreciation) in the fair value of its investments, which
consists of the realized gains or losses and the unrealized appreciation
(depreciation) on those investments. Investment income is recorded in the
year it is earned. Plan expenses are recognized as incurred.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements. Actual results could differ from
those estimates.
(3) PLAN INVESTMENTS AND TRUSTEE CHANGE
As of February 1, 1996, there was a change in the Plan's trustee from
Fleet Bank, N.A. to Merrill Lynch Trust Company of America. In connection
with this change, investment choices for Plan participants were expanded
from five to seven.
At the date of transfer, all participant balances were transferred to the
CMA Money Market Fund. Realized gains and losses upon transfer are
included in 1996 net investment income. Listed below are the current
seven fund types and their strategies.
FUND TYPE STRATEGY
CMA Money Fund Seeks current income, preservation of
capital and liquidity from money
market instruments.
Merrill Lynch RP Trust Seeks current income
and preservation of capital through
investment in highly rated
asset-backed securities.
6
<PAGE> 10
FILENE'S BASEMENT, INC.
THRIFT INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1996
(Continued)
(3) PLAN INVESTMENTS AND TRUSTEE CHANGE (Continued)
FUND TYPE STRATEGY
Merrill Lynch Capital Fund Seeks the highest investment return
by allocating its assets among
equity, debt and convertible
securities.
Putnam Growth & Income Fund Seeks capital growth and current
income primarily through large cap
common stocks.
AIM Value Fund Seeks growth of capital by investing
in common stocks undervalued relative
to the overall market.
John Hancock Special Seeks long-term capital appreciation
Equities Fund Class A through investments in common
stocks.
Filene's Basement Corp. Seeks to increase employee ownership
Stock Fund in the Company through investment in
its common stock.
(4) TAX STATUS
The Plan obtained its latest determination letter on October 25, 1995, in
which the Internal Revenue Service stated that the Plan was in compliance
with the applicable design requirements of the IRC. The Plan
administrator and the Plan's legal counsel believe that the Plan is
designed and currently being operated in compliance with the applicable
requirements of the IRC.
(5) INVESTMENT MANAGEMENT FEES AND ADMINISTRATIVE EXPENSES
Investment management fees are paid by the Plan. Administrative expenses
are paid by the Company.
(6) PLAN TERMINATION
Although the Company has not expressed any intent to do so, it has the
right under the Plan to terminate the Plan, subject to the provisions set
forth in the Employee Retirement Income Security Act of 1974 (ERISA).
Upon termination, all participants become 100% vested in their entire
account balance.
7
<PAGE> 11
FILENE'S BASEMENT, INC.
THRIFT INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1996
(Continued)
(7) INVESTMENTS IN EXCESS OF FIVE PERCENT OF PLAN ASSETS
The fair value of individual investments representing 5% or more of the
Plan's net assets at December 31, 1996 and 1995 are as follows:
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Galaxy Money Market Trust $ - $4,477,495
Galaxy Corporate Bond Fund - 1,468,472
Galaxy Short Term Bond Fund - 1,306,148
Galaxy Growth & Income Fund - 3,155,552
AIM Value Fund 2,463,692 -
John Hancock Special Equities Fund Class A 1,764,195 -
Merrill Lynch Capital Fund 2,744,407 -
Putnam Growth & Income Fund 2,875,148 -
Merrill Lynch RP Trust 2,052,879 -
</TABLE>
(8) RECONCILIATION OF FINANCIAL STATEMENT TO FORM 5500
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500 at December 31, 1996:
<TABLE>
<S> <C>
Net assets available for benefits per the financial
statements $12,265,012
Amounts allocated to withdrawing participants 252,984
-----------
Net assets available for benefits per the Form 5500 $12,012,028
===========
</TABLE>
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500 for the year ended December 31,
1996:
<TABLE>
<S> <C>
Benefits paid to participants per the financial statements
$1,180,944
Add--Amounts allocated to withdrawing participants at
December 31, 1996 252,984
----------
Benefits paid to participants per the Form 5500 $1,433,928
==========
</TABLE>
8
<PAGE> 12
FILENE'S BASEMENT, INC.
THRIFT INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1996
(Continued)
(9) LIABILITIES
Amounts contributed to the Plan from highly compensated employees in
excess of the IRS-approved limit were $101,927 in 1996 and $90,259 in
1995. All such amounts were refunded to the participants within the time
allowed by the IRS.
9
<PAGE> 13
SCHEDULE I
PLAN NO.: 002
E.I.N.: 04-3016731
FILENE'S BASEMENT, INC.
THRIFT INCENTIVE PLAN
<TABLE>
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996
<CAPTION>
ENDING
UNITS OF
DESCRIPTION OF ASSETS PARTICIPATION COST FAIR VALUE
<S> <C> <C> <C>
CMA(a) Money Fund 26,009 $ 26,009 $ 26,009
Merrill Lynch(a) RP Trust 2,052,879 2,052,879 2,052,879
Merrill Lynch(a) Capital Fund 88,472 2,728,568 2,744,407
Putnam Growth & Income Fund 159,553 2,769,028 2,875,148
AIM Value Fund 84,518 2,315,433 2,463,692
John Hancock Special Equities Fund Class A 71,396 1,768,709 1,764,195
Filene's Basement Corp. Stock Fund(a) 30,928 288,638 127,578
----------- -----------
$11,949,264 $12,053,908
=========== ===========
</TABLE>
(a) Represents a party-in-interest to the Plan.
The accompanying notes are an integral part of these supplemental schedules.
10
<PAGE> 14
SCHEDULE II
PLAN NO.: 002
E.I.N.: 04-3016731
FILENE'S BASEMENT, INC.
THRIFT INCENTIVE PLAN
<TABLE>
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<CAPTION>
NUMBER OF PURCHASE SELLING NET GAIN
TRANSACTIONS DESCRIPTION OF ASSETS PRICE PRICE COST (LOSS)
<S> <C> <C> <C> <C> <C>
Galaxy(a) Growth & Income Fund
1 Purchased $ 101,400 $ - $ - $ -
6 Sold - 3,401,643 3,210,323 191,320
Galaxy(a) Corporate Bond Fund
1 Purchased 73,300 - - -
6 Sold - 1,491,602 1,534,826 (43,224)
Galaxy(a) Short Term Bond Fund
1 Purchased 7,800 - - -
1 Sold - 1,290,187 1,310,705 (20,518)
Galaxy(a) Money Market Trust
22 Purchased 6,696,946 - - -
24 Sold - 11,231,296 11,231,296 -
AIM Value Fund
26 Purchased 2,999,092 - - -
15 Sold - 692,164 683,659 8,504
John Hancock Special Equities Fund Class A
22 Purchased 1,848,601 - - -
10 Sold - 79,619 79,892 (273)
</TABLE>
11
<PAGE> 15
SCHEDULE II
PLAN NO.: 002
E.I.N.: 04-3016731
FILENE'S BASEMENT, INC.
THRIFT INCENTIVE PLAN
<TABLE>
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Continued)
<CAPTION>
NUMBER OF PURCHASE SELLING NET GAIN
TRANSACTIONS DESCRIPTION OF ASSETS PRICE PRICE COST (LOSS)
<S> <C> <C> <C> <C> <C>
Merrill Lynch(a) RP Trust
202 Purchased $ 2,888,307 $ - $ - $ -
18 Sold - 835,428 835,428 -
Merrill Lynch(a) Capital Fund
27 Purchased 2,991,990 - - -
14 Sold - 261,535 263,421 (1,886)
Putnam Growth & Income Fund
27 Purchased 4,921,479 - - -
13 Sold - 2,158,145 2,152,450 5,695
CMA(a) Money Fund
132 Purchased 11,584,414 - - -
94 Sold - 11,558,405 11,558,405 -
</TABLE>
(a) Represents a party-in-interest to the Plan.
The accompanying notes are an integral part of these supplemental schedules.
12
<PAGE> 16
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report, dated June 13, 1997, included in Filene's Basement
Inc.'s Employee Thrift Incentive Plan Annual Report on Form 11-K for the year
ended December 31, 1996 into the Company's previously filed Registration
Statements on Form S-8 (File No. 33-40667), Form S-8 (File No. 33-40668), and
Form S-8 (File No. 33-40669).
ARTHUR ANDERSEN
Boston, Massachusetts
June 30, 1997
