<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 1996
COMMISSION FILE NUMBER 0-20079
BEN FRANKLIN RETAIL STORES, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 25-1552155
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
500 E. North Avenue, Carol Stream, Illinois 60188-2168
- ------------------------------------------- ------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's Telephone Number, Including Area Code 708-462-6100
--------------
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Common Stock - par value $.01 per share
7-1/2% Convertible Subordinated Notes Due June 1, 2003
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 No. X.
Indicate by check mark if the 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 the registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of the Form
10-K or any amendment to this Form 10-K. [X]
At June 14, 1996 the aggregate market value of voting stock held by non-
affiliates of the registrant was approximately $7,573,358.
At June 14, 1996 there were 5,462,750 shares of registrant's common stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE>
THIS AMENDMENT TO THE FORM 10-K FILED ON JULY 15, 1996, BY BEN FRANKLIN
RETAIL STORES, INC. (THE "COMPANY") IS BEING MADE SOLELY TO PROVIDE THE
INFORMATION REQUIRED BY PART III OF FORM 10-K AND SHOULD NOT BE CONSTRUED AS AN
INDICATION THAT NO MATERIAL CHANGES HAVE OCCURRED WITH RESPECT TO THE
INFORMATION CONTAINED IN THE JULY 15, 1996 10-K FILING. AS DISCLOSED IN THE
COMPANY'S PRESS RELEASE OF JULY 26, 1996, AND THE COMPANY'S FORM 8-K, FILED WITH
THE COMMISSION ON AUGUST 9, 1996, THE COMPANY AND CERTAIN OF ITS SUBSIDIARIES
HAVE FILED FOR PROTECTION FROM THEIR CREDITORS PURSUANT TO CHAPTER 11 OF THE
UNITED STATES BANKRUPTCY CODE.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information as of July 31, 1996 with respect
to those persons who are presently directors or executive officers of the
Company. Each director holds office until the annual meeting of the Company's
shareholders held for the year indicated below and each officer holds office
until the next annual meeting of directors:
<TABLE>
<CAPTION>
Principal Occupation and Period of
Business Experience During Service as
Name Age the Past Five Years Directorships Company Director
---- --- ----------------------------------- --------------- ----------------
DIRECTORS
<S> <C> <C> <C> <C>
Terms expiring in 1996:
Alfred H. Kingon 65 Principal of Kingon International, FoxMeyer Health 1991-Present
Inc., an international investment Corporation
and consulting firm.
Robert A. Kendig 49 1995-Present: President and 1996-Present
Chief Operating Officer of the
Company. 1994-1995: Sr. Vice
President- Merchandising and
Advertising of the Company.
1993-1994: President of Office
America Corp. 1991-1993:
Executive Vice President and
Chief Operating Officer of Office
America Corp.
</TABLE>
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<TABLE>
<CAPTION>
Principal Occupation and Period of
Business Experience During Service as
Name Age the Past Five Years Directorships Company Director
---- --- ----------------------------------- --------------- ----------------
<S> <C> <C> <C> <C>
Terms Expiring in 1997:
Abbey J. Butler
(Co-Chairman) 59 1991-Present: Co-Chief FoxMeyer Health 1991-Present
Executive Officer of FoxMeyer Corporation; FWB
Health Corporation, a holding Bancorporation
company involved in health care
services, managed care services,
and distribution of
pharmaceutical products and
health and beauty aids.
Melvyn J. Estrin (1) 1991-Present; Co-Chief FoxMeyer Health 1991-Present
(Co-Chairman) Executive Officer of FoxMeyer Corporation,
Health Corporation. Washington Gas Light
Company; FWB
Bancorporation
Terms Expiring in 1998:
Harvey A. Fain 58 1982-Present: President and 1991-Present
Chief Executive Officer of Harvey
A. Fain & Co., Inc., a computer
consulting company.
Sheldon W. Fantle 73 1990-Present: Chairman and FoxMeyer Health 1991-Present
Chief Executive Officer of Fantle Corporation
Enterprises, Inc., a venture
capital, consulting and public
relations firm.
William A. Lemer (1) 55 Private investor and real estate 1991-Present
developer.
EXECUTIVE OFFICERS
David A. Brainard 37 1994-Present: Sr. Vice President-
Chief Financial Officer of the
Company. 1991-1993: Vice
President-Accounting and
Finance of the Company.
Richard T. Krubeck 51 1991-Present: Sr. Vice President-
General Counsel and Secretary of
the Company.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Principal Occupation and Period of
Business Experience During Service as
Name Age the Past Five Years Directorships Company Director
---- --- ----------------------------------- --------------- ----------------
<S> <C> <C> <C> <C>
Robert M. Spencer 56 1996-Present: Executive Vice
President-Operations of the
Company. 1993-1996: Private
Investor. 1988-1993: President
and Chief Executive Officer of
McCrory Stores Corp.
Edward Walker 63 1991-Present: Sr. Vice President-
Franchise Business Services of
the Company.
David J. Laroche 34 1996-Present: Vice President-
Controller and Chief Accounting
Officer of the Company. 1995:
Controller for SportsTown, Inc.
1993-1995: Senior Manager, Merchandise
Accounting for The Home Depot, Inc.
1990-1993: Director of Financial Operations
for Ames Department Stores, Inc.
Michele M. Benoit 40 1995-Present: Vice President-
Human Resources of the
Company. 1994-1995: Vice
President and Managing Director
of Kennedy and Company.
1987-1993: Director of Human
Resources for Montgomery Ward
& Co., Inc.
Phyllis A. DiNaro 38 1992-Present: Vice President-
Financial Planning of the
Company. 1991-1992: Senior
Financial Analyst for
Macmillan/McGraw Hill Publishing
Co.
David J. Larson 49 1987-Present: Vice President-
North Central Region of the
Company.
C. Wayne Pyrant 46 1991-Present: Vice President-
Franchise Sales of the Company.
Scott E. Sayers 45 1995-Present: Vice President-
Information Systems of the
Company. 1989-1994: Director
of PC Systems for the Company.
Donald V. Streu 64 1991-Present: Vice President-
Merchandising of the Company.
</TABLE>
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<TABLE>
<CAPTION>
Principal Occupation and Period of
Business Experience During Service as
Name Age the Past Five Years Directorships Company Director
---- --- ----------------------------------- --------------- ----------------
<S> <C> <C> <C> <C>
Kent Wise 50 1995-Present: Vice President-
Eastern Region of the Company.
1993-1995: Vice President -
Western Region of the Company.
1986-1993: Executive Vice
President of McCrory Stores
Corp.
Tom Gasperini 47 1995-Present: Vice President-
Western Region of the Company.
1994-1995: District Manager for
Circuit City, Inc. 1985-1994:
Regional Vice President of
McCrory Stores Corp.
</TABLE>
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(1) Mr. Estrin and Mr. Lemer are brothers-in-law.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's Directors, executive officers and persons who beneficially own more
than 10% of the Company's Common Stock to file with the Securities and Exchange
Commission initial reports of beneficial ownership of the Common Stock and
reports of changes in such ownership.
To the Company's knowledge, based solely upon a review of copies of such
reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended March 31, 1996, its officers,
Directors and greater than 10% beneficial owners complied with all applicable
Section 16(a) filing requirements.
ITEM 11 - EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The Summary Compensation Table below includes, for each of the fiscal years
ended March 31, 1996, 1995 and 1994, individual compensation for services to the
Company and its subsidiaries paid to the two persons who served as Chief
Operating Officer of the Company in Fiscal 1996 and the four other most highly
paid executive officers of the Company in Fiscal 1996 whose salary and bonus
exceeded $100,000 (the "Named Executives").
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<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
Securities
Name and Principal Other Annual Underlying All Other
Position Bonus Compensation Options Compensation
Year Salary ($) ($)(3) ($)(4) (#)(5) ($)(6)
- ------------------- ----- ---------- ------- ------------ --------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Robert A. Kendig 1996 240,385 -- 12,400 71,000 --
President and Chief 1995 184,692 24,750 8,400 46,000 37,087(7)
Operating Officer(1) 1994 -- -- -- -- --
John B. Menzer 1996 164,184 -- 6,498 -- 4,005
President and Chief 1995 260,000 112,700 14,400 50,000 6,724
Operating 1994 223,333 -- 12,200 18,000 7,773
Officer(2)
Richard T. Krubeck 1996 137,500 -- 9,600 56,000 7,045
Senior Vice 1995 127,250 37,250 9,600 21,000 5,951
President, General 1994 120,048 5,000 9,600 10,000 6,754
Counsel and
Secretary
David A. Brainard 1996 128,000 -- 9,600 46,000 6,721
Senior Vice 1995 100,000 24,350 9,600 21,000 4,725
President and Chief 1994 86,547 13,750 9,600 10,000 4,513
Financial Officer
Kenneth L. Fisher 1996 124,557 4,000 -- 14,500 5,965
Vice President - 1995 120,345 4,000 -- 7,000 5,416
Distribution and 1994 117,985 -- -- -- 5,309
Transportation(9)
Kent Wise 1996 117,540 7,500 -- 14,500 65,395(8)
Vice President - 1995 103,000 6,500 -- 7,000 4,303
Western Region 1994 61,026 263 -- 7,500 17,723
</TABLE>
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(1) Mr. Kendig was named to the office of President and Chief Operating Officer
of the Company on August 25, 1995. He previously held the position of
Senior Vice President-Merchandising and Advertising of the Company.
(2) Mr. Menzer resigned from the Company on August 25, 1995.
(3) Pursuant to the Company's Executive Incentive Compensation Plan.
(4) These amounts represent a car allowance for each Named Executive.
(5) 1996 option grants reflect the cancellation of options granted in prior
years and the issuance of new options in identical amounts. See "Option
Grants in the Last Year" below.
(6) Except as otherwise indicated, represents amounts contributed to the
accounts of the Named Executives pursuant to the Company's Employees'
Savings Plan.
(7) Includes $16,223 of moving and related expenses of joining the employ of
the Company.
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(8) Includes $59,503 of moving and related expenses of relocation.
(9) Mr. Fisher left the employ of the Company during Fiscal 1997.
OPTION GRANTS IN THE LAST YEAR
Shown below is information on grants of stock options pursuant to the
Company's Stock Option and Performance Award Plan (the "Option Plan") during the
fiscal year ended March 31, 1996, to the Named Executives who are reflected in
the Summary Compensation Table.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS IN FISCAL 1996(1)
NUMBER OF POTENTIAL REALIZABLE VALUE AT
SECURITIES PERCENTAGE OF ASSUMED ANNUAL RATES OF STOCK
UNDERLYIING TOTAL OPTIONS PRICE APPRECIATION
OPTIONS GRANTED TO EXERCISE OR FOR OPTION TERM
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION ----------------
(#)(2) FISCAL YEAR PER SHARE DATE 5% 10%
------ ----------- --------- ----------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Kendig.......... 71,000 9.3% $1.8125 2/8/06 $173,025 $438,478
Menzer.......... --- --- --- --- --- ---
Krubeck......... 56,000 7.3% $1.8125 2/8/06 $136,470 $345,842
Fisher.......... 14,500 1.9% $1.8125 2/8/06 $35,336 $89,548
Wise........... 14,500 1.9% $1.8125 2/8/06 $35,336 $89,548
Brainard........ 46,000 6.0% $1.8125 2/8/06 $112,100 $284,085
</TABLE>
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(1) All options were granted to the Named Executives on February 9, 1996. The
exercise price of each option was the closing sale price of the Common
Stock as quoted on the Nasdaq Stock Market National Market System on the
grant date. One-third of the options will become exercisable on each of
the first, second, and third anniversaries of the grant date, unless
otherwise provided in the Option Plan.
(2) Immediately prior to the option grants set forth below, all outstanding
options held by the Named Executives were cancelled. All of the option
grants set forth below were in an amount equal to the options so cancelled.
Among those options cancelled were options for 25,000 shares of Common
Stock granted to Mr. Kendig on September 27, 1995, immediately subsequent
to his election as President and Chief Operating Officer of the Company.
No other grants of options to Named Executives occurred in Fiscal 1996,
prior to the grants set forth below.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
Shown below is information with respect to (i) options exercised by the
Named Executives pursuant to the Option Plan during Fiscal 1996; and (ii)
unexercised options granted in Fiscal 1996 and prior years under the Option Plan
to the Named Executives and held by them at March 31, 1996.
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<TABLE>
<CAPTION>
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-
OPTIONS AT 3/31/96 THE-MONEY OPTIONS AT
SHARES ACQUIRED EXERCISABLE/ 3/31/96(1) EXERCISEABLE/
NAME ON EXERCISE (#) VALUE REALIZED ($) UNEXERCISABLE (#) UNEXERCISABLE
---- -------------- ----------------- ----------------- -------------
<S> <C> <C> <C> <C>
Kendig........... -0- -0- 0 / 71,000 $0 / $22,188
Menzer........... -0- -0- 75,000/0 $0/$0
Krubeck.......... -0- -0- 0 / 56,000 $0 / $17,500
Fisher........... -0- -0- 0 / 14,500 $0 /$ 4,531
Wise............. -0- -0- 0 / 14,500 $0 /$ 4,531
Brainard......... -0- -0- 0 / 46,000 $0 / $14,375
</TABLE>
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(1) Based on the closing sale price as quoted on the Nasdaq Stock Market
National Market System on that date.
DIRECTOR COMPENSATION
Messrs. Butler and Estrin each receive compensation at the rate of $108,000
per annum for employment services as Co-Chairman of the Board of Directors of
the Company. In such capacities, Messrs. Butler and Estrin provide substantial,
but not full-time, services to the Company, including strategic planning,
supervisory and managerial assistance with respect to stockholder
communications, financial community relations, and other matters. In February
1995, the Company entered into employment agreements with Messrs. Butler and
Estrin pursuant to which Messrs. Butler and Estrin each agreed to serve as
Co-Chairman of the Company for a three-year term ending on January 31, 1998 at a
minimum annual base salary of $108,000 each, subject to periodic adjustment at
the discretion of the Board of Directors of the Company. Messrs. Butler and
Estrin are also entitled to participate in the Company's employee benefit
programs. Neither Mr. Butler nor Mr. Estrin was paid any bonus for Fiscal 1996.
Each Director of the Company, other than Messrs. Butler, Estrin and Kendig,
receive an annual fee of $12,000 for their services as Directors. Such
Directors also receive $850 for each meeting attended of the Board of Directors
or of a committee of the Board of Directors (other than the Executive
Committee). Chairmen of each of the committees, other than Messrs. Butler and
Estrin, also receive $500 for each meeting of the committee attended. Directors
are reimbursed for travel and lodging expenses in connection with board and
committee meetings.
The Company's Option Plan presently provides that options to purchase 4000
shares of Common Stock are automatically granted to each non-employee Director
annually on the third trading date following the later of: (i) the date of the
annual meeting of stockholders or (ii) the date on which the Company's earnings
for the fiscal quarter immediately preceding such annual meeting date are
released to the public. Individuals who are first elected or appointed to serve
as Directors will receive an initial grant of an option to purchase 5,000
shares, but will not be entitled to receive the automatic grant of 4,000 shares
in the year first elected or appointed as a Director. This initial grant is
made on the third trading date following such election or appointment.
EMPLOYMENT AGREEMENT
Mr. Menzer, who resigned from the Company on August 25, 1995, and the
Company were parties to an employment agreement pursuant to which Mr. Menzer was
to have been employed by the Company until May 5, 1997, and was entitled to a
minimum annual base salary of $260,000 and to participate in the Company's
employee benefit programs.
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<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Option, Personnel and Compensation Committee of the Board (the
"Compensation Committee") reviews the performance of corporate management and
makes recommendations to the full Board with respect to the compensation of
management and the establishment of management compensation plans. The
Compensation Committee also grants options pursuant to the Company's Stock
Option and Performance Award Plan and determines the number, price and terms of
granted options. This Committee is presently comprised of Mr. Fantle, who is
the Chairman, and Messrs. Fain and Lemer.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of shares of the Company's Common
Stock beneficially owned as of July 31, 1996 by: (i) persons known by the
Company to own more than 5% of the Company's outstanding Common Stock; (ii)
Directors of the Company; (iii) each of the Named Executives identified in the
Summary Compensation Table under "Compensation of Directors and Executive
Officers"; and (iv) all Directors and executive officers of the Company as a
group.
<TABLE>
<CAPTION>
NATURE OF SHARES
NAME AND ADDRESS AND NATURE OF PERCENT
OF BENEFICIAL OWNERS BENEFICIAL OWNERSHIP OF CLASS
- -------------------- -------------------- --------
<S> <C> <C>
FoxMeyer Health Corporation(1).......................... 953,877 17.46%
1220 Senlac Drive
Carrollton, Texas 75006
Wechsler & Co., Inc.(2)................................. 731,293(3) 12.03%
Suite 310
105 South Bedford Road
Mount Kisco, New York 10549
Wellington Management Company(4)........................ 722,968(5) 12.01%
75 State Street
Boston, Massachusetts 02109
Tweedy, Browne Company, L.P.(6)......................... 475,465(6) 8.70%
52 Vanderbilt Avenue
New York, New York 10017
State of Wisconsin Investment Board(7).................. 396,142(7) 7.25%
P.O. Box 7842
Madison, Wisconsin 53707
Butler Equities II, L.P.(8)............................. 314,667(8) 5.76%
207 Dune Road
Box 137
Westhampton Beach, New York 11978
Abbey J. Butler(1)...................................... 13,609(9) *
Melvyn J.Estrin(1)(10).................................. 68,499(11) 1.25%
John B. Menzer.......................................... 75,000(12) 1.35%
Robert Kendig........................................... 14,100 *
Harvey A. Fain.......................................... 7,000(13) *
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</TABLE>
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<TABLE>
<CAPTION>
NATURE OF SHARES
NAME AND ADDRESS AND NATURE OF PERCENT
OF BENEFICIAL OWNERS BENEFICIAL OWNERSHIP OF CLASS
- -------------------- -------------------- --------
<S> <C> <C>
Sheldon W. Fantle....................................... 7,150(14) *
Alfred H. Kingon........................................ 7,000(15) *
William A. Lemer........................................ 11,506(16) *
Richard T. Krubeck...................................... 8,736(17) *
David A. Brainard....................................... 16,100 *
Kenneth L. Fisher....................................... 1,500 *
Kent Wise............................................... -0- *
All Directors and executive officers as a group......... 284,149(18) 5.10%
(21 persons)
</TABLE>
* Less than one percent
_____________________________
(1) As of July 31, 1996, Messrs. Butler and Estrin and entities controlled
by them beneficially owned 3,589,221 shares, or approximately 20.09%, of
the outstanding common stock of FoxMeyer.
(2) Weschler & Co., Inc. is a registered securities broker and dealer.
Mr. Norman J. Weschler is the majority stockholder, Chairman of the
Board and President of Weschler & Co., Inc., and may be deemed to
beneficially own the shares held by such company. This information is
based upon a Schedule 13G provided to the Company by Weschler & Co.,
Inc.
(3) Includes 614,194 shares issuable upon conversion of the Company's 7-1/2%
Convertible Subordinated Notes Due June 1, 2003.
(4) Wellington Management Company is a registered investment adviser which
is deemed a beneficial owner of shares owned by its investment advisory
clients and those investment advisory clients of its wholly-owned
subsidiary, Wellington Trust Company, National Association. This
information is based upon a Schedule 13G provided to the Company by
Wellington Management Company.
(5) Includes shares issuable upon conversion of the Company's 7-1/2%
Convertible Subordinated Notes Due June 1, 2003.
(6) Tweedy, Browne Company, L.P. ("TBC") is a registered securities broker
and dealer and investment adviser which is deemed a beneficial owner of
shares held in the accounts of its customers. The general partners of
TBC are Christopher H. Browne, William H. Browne, James M. Clark, Jr.
and John D. Spears, each of whom may be deemed to beneficially own the
shares held by TBC. This information is based upon a Schedule 13D, as
amended, provided to the Company on behalf of TBC.
(7) The State of Wisconsin Investment Board manages public pension funds and
is deemed a beneficial owner of the shares owned by such funds. This
information is based upon a Schedule 13G provided to the Company by The
State of Wisconsin Investment Board. Includes shares issuable upon
conversion of the Company's 7-1/2% Convertible Subordinated Notes Due
June 1, 2003.
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<PAGE>
(8) Butler Equities II, L.P. is a Delaware limited partnership, the
principal business of which is investing in securities. The sole
general partner of such partnership is AB Acquisition Corp., all of the
outstanding capital stock of which is owned by Mr. Butler.
(9) Does not include shares owned by FoxMeyer or Butler Equities II, L.P.
(10) Mr. Estrin controls MJE, Inc., a Virginia corporation ("MJE"), and owns
a majority of the outstanding capital stock of Human Service Group,
Inc., a Delaware corporation with a wholly-owned subsidiary, HSG
Acquisition Co., a Delaware corporation ("HSG"). MJE and HSG are the
general partners of Estrin Equities Limited Partnership, a Maryland
limited partnership which beneficially owns 116,103 shares, or 2.12%, of
the Company's outstanding Common Stock.
(11) Includes 10,000 shares held as co-trustee for two trusts as to which Mr.
Estrin disclaims beneficial ownership. Does not include shares owned by
FoxMeyer or Estrin Equities Limited Partnership.
(12) Shares subject to options presently exercisable or exercisable within 60
days.
(13) Shares subject to options presently exercisable or exercisable within 60
days.
(14) Includes 7,000 shares subject to options presently exercisable or
exercisable within 60 days.
(15) Shares subject to options presently exercisable or exercisable within 60
days.
(16) Includes 7,000 shares subject to options presently exercisable or
exercisable within 60 days.
(17) Includes 1,935 shares issuable upon conversion of the Company's 7-1/2%
Convertible Subordinated Notes Due June 1, 2003.
(18) The number of shares beneficial owned by all Directors and executive
officers as a group (i) excludes shares owned by FoxMeyer, Butler
Equities II, L.P., and Estrin Equities Limited Partnership and
(ii) includes 103,000 shares subject to options presently exercisable or
exercisable within 60 days and 1,935 shares issuable upon conversion of
the Company's 7-1/2% Convertible Subordinated Notes Due June 1, 2003.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company currently leases from FoxMeyer Corporation its executive
offices located in Carol Stream, Illinois and a 5,000 square foot data
processing center located in Wichita, Kansas. During Fiscal 1996, the aggregate
amount charged as rent and shared operating expenses to the Company under the
lease for its executive offices was $2,000,000 and the annual rent for the data
processing center was approximately $133,000. The lease for the executive
offices expires on December 31, 2006 and the lease for the data processing
center expires March 31, 1997. Based upon its examination of rents for
comparable facilities in such areas, the Company believes that the terms of such
leases were consistent with prevailing market rents.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed on its behalf
by the undersigned thereunto duly authorized.
BEN FRANKLIN RETAIL STORES, INC.
August 13, 1996 By: /S/ DAVID A. BRAINARD
----------------------
David A. Brainard, Senior Vice President-
Chief Financial Officer
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