FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 29, 2000
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 00019774
United Retail Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 51 0303670
------------------------------ -------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
365 West Passaic Street, Rochelle Park, NJ 07662
------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 845-0880
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(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 (the "1934 Act") 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
----- -----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the 1934 Act
subsequent to the distribution of securities under a plan confirmed by a
court.
YES ____ NO ____
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
As of April 29, 2000, 13,313,033 units, each consisting of one share
of the registrant's common stock, $.001 par value per share, and one stock
purchase right, were outstanding. The units are referred to herein as
"shares."
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
UNITED RETAIL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
April 29, January 29, May 1,
2000 2000 1999
----------- ----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 38,431 $ 45,223 $ 56,469
Accounts receivable 2,355 1,146 2,870
Inventory 63,166 55,323 50,824
Prepaid rents 4,063 3,900 3,971
Deferred Taxes 1,450 1,647 0
Other prepaid expenses 3,084 2,365 2,950
--------- --------- ---------
Total current assets 112,549 109,604 117,084
Property and equipment, net 67,469 63,302 52,234
Deferred charges and other intangible
assets, net of accumulated amortization
of $2,603, $2,130 and $2,218 6,973 7,010 6,925
Deferred income taxes 0 0 736
Other assets 383 422 483
--------- --------- ---------
Total assets $ 187,374 $ 180,338 $ 177,462
========= ========= =========
LIABILITIES
Current liabilities:
Current portion of distribution center
financing $ 1,252 $ 1,228 $ 1,159
Accounts payable and other 28,945 26,993 27,188
Accrued expenses 22,537 20,285 27,598
--------- --------- ---------
Total current liabilities 52,734 48,506 55,945
Distribution center financing 7,622 7,944 8,874
Other long-term liabilities 6,276 6,131 6,161
--------- --------- ---------
Total liabilities 66,632 62,581 70,980
--------- --------- ---------
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value;
authorized 1,000,000; none issued
Series A junior participating
preferred stock, $.001 par value;
authorized 150,000; none issued
Common stock, $.001 par value;
authorized 30,000,000; issued
14,214,400, 13,762,900, 13,773,900;
outstanding 13,313,033, 13,089,588;
13,100,588 14 14 14
Additional paid-in capital 80,220 80,143 77,534
Retained earnings 44,391 41,483 30,593
Treasury stock (901,367, 901,367, 673,712
shares) at cost (3,883) (3,883) (1,659)
--------- --------- ---------
Total stockholders' equity 120,742 117,757 106,482
--------- --------- ---------
Total liabilities and stockholders'
equity $ 187,374 $ 180,338 $ 177,462
========= ========= =========
The accompanying notes are an integral part of the Consolidated Financial Statements.
</TABLE>
UNITED RETAIL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share amounts)
(Unaudited)
Thirteen Weeks Ended
--------------------------
April 29, May 1,
2000 1999
---------- ----------
Net sales $ 99,390 $ 96,693
Cost of goods sold, including
buying and occupancy costs 73,667 69,719
---------- ----------
Gross profit 25,723 26,974
General, administrative and
store operating expenses 21,211 19,007
---------- ----------
Operating income 4,512 7,967
Interest income, net 303 347
---------- ----------
Income before income taxes 4,815 8,314
Provision for income taxes 1,907 3,055
---------- ----------
Net income 2,908 5,259
========== ==========
Net income per share
Basic 0.22 0.40
========== ==========
Diluted 0.21 0.38
========== ==========
Weighted average number of
shares outstanding
Basic 13,301,755 13,093,291
Common stock equivalents
(stock options) 428,349 690,077
---------- ----------
Diluted 13,730,104 13,783,368
========== ==========
The accompanying notes are an integral part of the Consolidated Financial
Statements.
UNITED RETAIL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(Unaudited)
Thirteen Weeks Ended
------------------------
April 29, May 1,
2000 1999
--------- ---------
Cash Flows From Operating Activities:
Net income $ 2,908 $ 5,259
Adjustments to reconcile net income to
net cash (used in) provided from
operating activities:
Depreciation and amortization of
property and equipment 2,055 1,591
Amortization of deferred charges and
other intangible assets 122 88
Loss on disposal of assets 206 171
Deferred compensation 78 78
Benefit from deferred income taxes 308 384
Deferred lease assumption revenue
amortization (90) (106)
Changes in operating assets and liabilities:
Accounts receivable (1,209) (2,357)
Income taxes 1,485 2,617
Inventory (7,843) (5,260)
Accounts payable and accrued expenses 2,263 5,765
Prepaid expenses (882) (546)
Other assets and liabilities 99 (496)
--------- ---------
Net Cash (Used in) Provided from Operating
Activities (500) 7,188
--------- ---------
Investing Activities:
Capital expenditures (6,428) (5,979)
Deferred payment for property and
equipment 435 1,138
--------- ---------
Net Cash Used for Investing Activities (5,993) (4,841)
--------- ---------
Financing Activities:
Repayments of long-term debt (298) (275)
Issuance of loans to officers (36) (41)
Proceeds from exercise of stock option 105 39
Tax benefits from exercise of stock
options 17 0
Other (87) 0
--------- ---------
Net Cash Used in Financing Activities (299) (277)
--------- ---------
Net (decrease) increase in cash and cash
equivalents (6,792) 2,070
Cash and cash equivalents, beginning of period 45,223 54,399
--------- ---------
Cash and cash equivalents, end of period $38,431 $56,469
========= =========
The accompanying notes are an integral part of the Consolidated Financial
Statements.
UNITED RETAIL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The consolidated financial statements include the accounts of United
Retail Group, Inc. and its subsidiaries (the "Company"). All significant
intercompany balances and transactions have been eliminated.
The consolidated financial statements as of and for the thirteen
weeks ended April 29, 2000 and May 1, 1999 are unaudited and are presented
pursuant to the rules and regulations of the Securities and Exchange
Commission. Accordingly, the consolidated financial statements should be
read in conjunction with the financial statement disclosures contained in
the Company's 1999 Annual Report and 1999 Form 10-K. In the opinion of
management, the accompanying consolidated financial statements reflect all
adjustments necessary (which are of a normal recurring nature) to present
fairly the financial position and results of operations and cash flows for
the interim periods, but are not necessarily indicative of the results of
operations for a full fiscal year.
Certain prior year balances have been reclassified to conform with
the current year presentation.
2. CHANGE IN ACCOUNTING
The Company has changed its method of accounting for layaway sales.
Historically, layaway revenue was recorded at the time of the initial
payment. The Company now defers revenue on layaway sales until the
merchandise is delivered to the customer. This change was made after the
issuance of the recent Securities and Exchange Commission Staff Accounting
Bulletin No. 101 "Revenue Recognition in Financial Statements".
The Company adopted the change in accounting principle by recording a
cumulative effect adjustment as of the beginning of the quarter ended April
29, 2000. The revenue adjustment related to this change was $98,000. The
effect of this change in accounting is not expected to be material to the
financial position or annual results of operations of the company, but it
is expected to increase results of operations marginally in the second and
fourth quarters of the Company's fiscal year with offsetting marginal
decreases in the first and third quarters.
3. NET INCOME PER SHARE
Basic per share data has been computed based on the weighted average
number of shares of common stock outstanding. Diluted per share data has
been computed on the basic plus the dilution of stock options.
Options to purchase shares of common stock which were not included in
the computation of diluted net income per share because the exercise prices
were greater than the average market price of the common shares were as
follows:
Thirteen Weeks Ended
-----------------------------------
April 29, May 1,
2000 1999
--------- --------
Options 123,000 68,000
Range of option prices per share $9.91 - $26.75 $10.75 - $26.75
4. FINANCING ARRANGEMENTS
In 1993, the Company executed a ten-year $7.0 million note bearing
interest at 7.3%. Interest and principal are payable in equal monthly
installments beginning November 1993. The note is collateralized by the
material handling equipment in the distribution center.
In 1994, the Company executed a fifteen-year $8.0 million loan
bearing interest at 8.64%. Interest and principal are payable in equal
monthly installments beginning May 1, 1994. The loan is collateralized by a
mortgage on the national distribution center owned by the Company in Troy,
Ohio.
The Company and certain of its subsidiaries, (collectively, the
"Companies") are parties to a Financing Agreement, dated August 15, 1997
(the "Financing Agreement"), with The CIT Group/Business Credit,
Inc.("CIT"). The Financing Agreement provides a revolving line of credit
for a term ending August 15, 2001 in the aggregate amount of $40 million
for the Companies, subject to availability of credit according to a
borrowing base computation. The line of credit may be used on a revolving
basis by either of the Companies to support trade letters of credit and
standby letters of credit and to finance loans.
The Companies are required to maintain unused at all times combined
availability of at least $5 million. Except for the maintenance of a
minimum availability of $5 million and a limit on capital expenditures, the
Financing Agreement does not contain any significant financial covenants.
In the event a loan is made to one of the Companies, interest is
payable monthly based on a 360-day year at the prime rate or at two percent
plus the LIBOR rate on a per annum basis, at the borrower's option.
The line of credit is secured by a security interest in inventory and
proceeds and by the balance on deposit from time to time in a bank account
that has been pledged to the lenders.
At April 29, 2000, the combined availability of the Companies was
$17.1 million, no balance was in the pledged account, the aggregate
outstanding amount of letters of credit arranged by CIT was $22.9 million
and no loan had been drawn down. The Company's cash on hand was
unrestricted.
5. INCOME TAXES
The provision for income taxes consists of (dollars in thousands):
Thirteen Weeks Ended
------------------------
April 29, May 1,
2000 1999
--------- ---------
Currently payable:
Federal $1,454 $2,552
State 145 119
----------------------
1,599 2,671
Deferred:
Federal 147 316
State 161 68
----------------------
308 384
$1,907 $3,055
====== ======
Reconciliation of the provision for income taxes from the U.S.
Federal statutory rate to the Company's effective rate is as follows
(dollars in thousands):
Thirteen Weeks Ended
--------------------------------------
April 29, 2000 May 1, 1999
--------------- -----------------
Tax at Federal rate $ 1,685 35.0% $ 2,910 35.0%
State income taxes, net
of federal benefit 199 4.1% 366 4.4%
Benefit from state net
operating losses ("NOL's") -- -- (244) (3.0%)
Goodwill amortization 18 0.4% 18 0.2%
Other 5 0.1% 5 0.1%
---------------- ------------------
$ 1,907 39.6% $ 3,055 36.7%
================ ==================
The net deferred tax asset reflects the tax impact of temporary
differences. The components of the net deferred tax asset as of April 29,
2000 are as follows (dollars in thousands):
Assets:
Inventory $ 859
Accruals and reserves 2,791
Compensation 234
State NOL's 1,050
-------
4,934
-------
Liabilities:
Depreciation 3,059
Prepaid rent 425
-------
3,484
-------
Net deferred tax asset $ 1,450
=======
Future realization of the tax benefits attributable to these existing
deductible temporary differences and NOL carryforwards ultimately depends
on the existence of sufficient taxable income within the carryforward
period available under the tax law at the time of the tax deduction. Based
on management's assessment, it is more likely than not that the net
deferred tax assets will be realized through future taxable earnings or
available carrybacks.
6. ADVANCES TO OFFICERS
Advances were made by the Company in February, 1998 and February,
1999 in the amounts of $1.6 million and $0.1 million to Raphael Benaroya,
the Company's Chairman of the Board, President and Chief Executive Officer.
The purpose of the advances was to finance payment of income taxes incurred
in connection with the exercise of stock options. These advances and their
related interest were refinanced as part of an issuance of a new note which
aggregated $2.4 million, which includes an additional advance of $0.7
million, in November 1999. The additional advance was to finance payment of
income taxes incurred in connection with the excercise of stock options and
to pay interest accrued on the note that was refinanced. Interest is
payable annually in cash at the prime rate. The note has a term of four
years subject to acceleration under certain circumstances and to call by
the Company after two years with respect to half of the principal amount.
Payment of the advances to Mr. Benaroya is secured by a pledge of the
shares of the Company's Common Stock issued upon the option exercises in
the amount of 899,719 shares. The note is a full recourse obligation of the
borrower.
An advance was made to George R. Remeta, the Company's Vice Chairman
and Chief Administrative Officer, in the amount of $0.2 million in February,
1998 to finance payment of income taxes incurred in connection with the
exercise of stock options. Mr. Remeta repaid the advance in November, 1999
by surrendering shares of common stock having an equivalent market value.
7. CONTINGENCIES
The Company is involved in legal actions and claims arising in the
ordinary course of business. Management believes (based on advice of legal
counsel) that such litigation and claims will not have a material adverse
effect on the Company's financial position or annual results of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FIRST QUARTER FISCAL 2000 VERSUS FIRST QUARTER FISCAL 1999
Net sales of United Retail Group, Inc. (the "Company") for the first
quarter of fiscal 2000 increased 2.8% from the first quarter of fiscal
1999, to $99.4 million from $96.7 million, principally from the
introduction of new products. Average stores open decreased from 502 to 500
as underperforming stores were closed selectively. Comparable store sales
for the first quarter of fiscal 2000 increased 2.7%. There is no assurance
that sales and comparable store sales will continue to increase. Sales in
channels of distribution other than retail stores began in the third
quarter of fiscal 1999 (see, "Shop @ Home") and were not material in the
first quarter of fiscal 2000.
Gross profit was $25.7 million in the first quarter of fiscal 2000
compared with $27.0 million in the first quarter of fiscal 1999, decreasing
as a percentage of net sales to 25.9% from 27.9%. The decrease in gross
profit as a percentage of net sales was attributable primarily to an
increase in store occupancy expenses, a decrease in the merchandise
margin rate and new shop @ home activities.
General, administrative and store operating expenses increased to
$21.2 million in the first quarter of fiscal 2000 from $19.0 million in the
first quarter of fiscal 1999, principally as a result of shop @ home
expenses and increases in benefits costs and store payrolls. As a
percentage of net sales, general, administrative and store operating
expenses increased to 21.3% from 19.7%. The rate of shop @ home general and
administrative expenses incurred in the first quarter of fiscal 2000 is
expected to continue or increase (see, "Shop @ Home").
During the first quarter of fiscal 2000, operating income was $4.5
million compared with operating income of $8.0 million in the first quarter
of fiscal 1999.
Net interest income was $0.3 million both in the first quarter of
fiscal 2000 and in the first quarter of fiscal 1999.
The Company had a provision for income taxes of $1.9 million in the
first quarter of fiscal 2000 and $3.1 million in the first quarter of
fiscal 1999.
The Company had net income of $2.9 million for the first quarter of
fiscal 2000. The Company had net income of $5.3 million for the first
quarter of fiscal 1999. The decline was attributable in part to the shop @
home activities that commenced in the third quarter of fiscal 1999. Shop @
home activities are expected to continue to reduce net income from retail
store sales.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities in the first quarter of fiscal
2000 was $0.5 million.
The Company's cash and cash equivalents decreased to $38.4 million at
April 29, 2000 from $56.5 million at May 1, 1999 and $45.2 million at
January 29, 2000, principally to finance more inventory.
Inventory increased to $63.2 million at April 29, 2000 from $50.8
million at May 1, 1999 and $55.3 million at January 29, 2000. Inventory
levels increased to build inventories for the Company's developing shoe and
gift business and to maintain higher levels of inventories of basic items
of apparel to assure availability. The Company's inventory levels peak in
early May and November/December. During fiscal 1999, the highest inventory
level was $66.5 million.
Short-term trade credit represents a significant source of financing
for domestic merchandise purchases. Trade credit arises from the
willingness of the Company's domestic vendors to grant extended payment
terms for inventory purchases and is generally financed either by the
vendor or a third-party factor.
Import purchases are made in U.S. dollars, are generally financed by
trade letters of credit and constituted approximately 60% of total
purchases in fiscal 1999.
United Retail Group, Inc. and certain of its subsidiaries
(collectively, the "Companies") are parties to a Financing Agreement, dated
August 15, 1997, as amended (the "Financing Agreement"), with The CIT
Group/Business Credit, Inc. ("CIT"). The Financing Agreement provides a
revolving line of credit for a term ending August 15, 2001 in the aggregate
amount of $40 million for the Companies, subject to availability of credit
as described in the following paragraphs. The line of credit may be used on
a revolving basis by any of the Companies to support trade letters of
credit and standby letters of credit and to finance loans. As of April 29,
2000, trade letters of credit for the account of the Companies and
supported by CIT were outstanding in the amount of $22.9 million.
Subject to the following paragraph, the availability of credit
(within the aggregate $40 million line of credit) to any of the Companies
at any time is the excess of its borrowing base over the sum of (x) the
aggregate outstanding amount of its letters of credit and its revolving
loans, if any, and (y) at CIT's option, the sum of (i) unpaid sales taxes,
and (ii) up to $500,000 in total liabilities of the Companies under
permitted encumbrances (as defined in the Financing Agreement). The
borrowing base, as to any of the Companies, is the sum of (x) a percentage
of the book value of its eligible inventory (both on hand and unfilled
purchase orders financed with letters of credit), ranging from 60% to 65%
depending on the season, and (y) the balance in an account in its name that
has been pledged to the lenders (a "Pledged Account"). (At April 29, 2000,
the combined availability of the Companies was $17.1 million; the Pledged
Account had a zero balance; the Company's cash on hand was unrestricted;
and no loan had been drawn down.)
The provisions of the preceding paragraph to the contrary
notwithstanding, the Companies are required to maintain unused at all times
combined availability of at least $5 million. Except for the maintenance of
a minimum availability of $5 million and a limit on capital expenditures,
the Financing Agreement does not contain any financial covenants.
In the event a revolving loan is made to one of the Companies,
interest is payable monthly based on a 360-day year at the prime rate or at
two percent plus the LIBOR rate on a per annum basis, at the borrower's
option.
The line of credit is secured by a security interest in inventory and
proceeds and by the balance from time to time in the Pledged Account.
The Financing Agreement also includes certain restrictive covenants
that impose limitations (subject to certain exceptions) on the Companies
with respect to, among other things, making certain investments, declaring
or paying dividends, making loans, engaging in certain transactions with
affiliates, or consolidating, merging or making acquisitions outside the
ordinary course of business.
The Company's Board of Directors has authorized management, in its
discretion, to repurchase up to 1,600,000 shares of Common Stock of the
Company. No shares have been repurchased except in connection with the
exercise of employee stock options in which a portion of the shares
otherwise issuable has been classified as treasury shares (i) in lieu of
the payment by the optionholder of the exercise price in cash and (ii) to
finance the payment of income taxes incurred by the optionholder upon
exercise of the option.
The Company believes that its cash on hand, the availability of
credit under the Financing Agreement on a revolving basis and cash flows
from future operating activities will be adequate for the next 12 months to
meet anticipated working capital needs, including seasonal inventory
financing, the cost of developing and marketing the AVENUE(R) internet test
site (see "Shop @ Home") and increased retail store construction costs
(see, "Stores"), and to pay for any purchases of Common Stock of the
Company that may be made. This paragraph constitutes forward-looking
information under the 1995 Private Securities Litigation Reform Act (the
"Reform Act") and is subject to the uncertainties and other risk factors
referred to under the caption "Future Results."
STORES
The Company leased 505 retail stores at April 29, 2000, of which 319
stores were located in strip shopping centers, 164 stores were located in
malls and 22 stores were located in downtown shopping districts. Total
retail square footage was 2.1 million square feet at April 29, 2000 and 2.0
million square feet a year earlier.
During the next 12 months, the Company plans to open from 35 to 50
new stores and to pay the costs of opening new stores and remodeling
certain existing stores from its cash on hand. Substantially all of these
costs will be capitalized and depreciated although start-up costs will be
expensed. Average rents per square foot for new stores are expected to be
higher than for existing stores. This paragraph constitutes forward-looking
information under the Reform Act, which is subject to the uncertainties and
other risk factors referred to under the caption "Future Results".
SHOP @ HOME
The Company intends to enter a new channel of distribution for its
merchandise, internet and catalog sales ("shop @ home"), in order to
expand its customer base and attract more business from its existing
customers.
The Company has operated a site (www.cloudwalkers.com) for the sale
of its Cloudwalkers(R) brand women's shoes on the internet since the third
quarter of fiscal 1999. Catalogs for Cloudwalkers(R) have also been
distributed. Shop @ home sales of Cloudwalkers(R) have not been material.
The call center and fulfillment for shop @ home sales have been outsourced.
During the second half of fiscal 2000, the Company plans to launch a
site (www.avenue.com) for the sale of its Avenue(R) brand apparel and
accessories on the internet and to distribute a catalog for AVENUE(R)
merchandise. This paragraph constitutes forward looking information under
the Reform Act, which is subject to the uncertainties and other risk
factors referred to under the caption "Future Results."
There is no assurance of gross profit on shop @ home sales.
TAX MATTERS
The Company has protested the denial of a federal income tax refund
claim, which would affect stockholders' equity rather than the Company's
earnings. The refund claim is being reviewed by an IRS appeals officer
pursuant to the Company's protest.
FUTURE RESULTS
Future results could differ materially from those currently
anticipated by the Company due to unforeseeable problems that might arise
and possible (i) extreme or unseasonable weather conditions, (ii)
miscalculation of fashion trends, (iii) shifting shopping patterns, both
within the specialty store sector and in the shop @ home channel of
distribution, (iv) economic downturns, weakness in overall consumer demand,
and variations in the demand for women's fashion apparel, (v) increase in
prevailing rents, (vi) cost overruns, (vii) imposition by vendors, or their
third-party factors, of more onerous payment terms for domestic merchandise
purchases, (viii) acceleration in the rate of business failures and
inventory liquidations in the specialty store sector of the women's apparel
industry, and (ix) disruptions in the sourcing of merchandise abroad,
including (a) political instability and economic distress in South Asia,
(b) China's claims to sovereignty over Taiwan, (c) North Korea's claims to
sovereignty over South Korea, (d) exchange rate fluctuations, (e) trade
sanctions or restrictions, (f) changes in quota and duty regulations, (g)
delays in shipping, or (h) increased costs of transportation.
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
(c) Seven stock options each to purchase 3,000 shares were issued on
May 23, 2000 without registration under the Securities Act of 1933 (the
"Securities Act"). The grantees were non-employee directors of the
registrant. The options will become exercisable commencing one year after
the date of grant in five equal annual installments.
Five stock options to purchase a total of 27,500 shares were issued
on May 23, 2000 without registration under the Securities Act. The grantees
were employees of the registrant. The options will become exercisable
commencing one year after the date of grant in four or five equal annual
installments.
The options were issued pursuant to the 1999 Stock Option Plan and
are exercisable at $7 9/16 per share.
The above grants were exempt from the registration provisions of the
Securities Act under Section 4(2) thereof because all the grantees are
directors or employees of the registrant. Nevertheless, the registrant
intends to file a registration statement with respect to the options before
they become exercisable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.
(a) The eighth Annual Meeting of Stockholders (the "Meeting") was
held on May 23, 2000.
(c) The Meeting elected directors for terms ending at the ninth
Annual Meeting of Stockholders, by the following vote:
Name For Withhold Authority to Vote
-------------------------------------------------------------------
Joseph A. Alutto 10,787,430 1,056,112
Raphael Benaroya 10,239,731 1,603,811
Russell Berrie 10,787,430 1,056,112
Joseph Ciechanover 10,153,011 1,690,531
Michael Goldstein 10,787,426 1,056,116
Ilan Kaufthal 10,787,430 1,056,112
Vincent P. Langone 10,787,430 1,056,112
George R. Remeta 10,787,430 1,056,112
Richard W. Rubenstein 10,787,430 1,056,112
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
The following exhibits are filed herewith:
Number Description
------ -----------
10 Stock Appreciation Rights Plan*
27 Financial Data Schedule
The following exhibits to the Corporation's Annual Report on Form
10-K for the year ended January 29, 2000 are incorporated herein by
reference:
Number in Filing Description
---------------- -----------
10.1 Incentive Compensation Program Summary
10.2 Amendment, dated December 28, 1999, to
Financing Agreement among the Corporation,
United Retail Incorporated and The CIT
Group/Business Credit, Inc., as Agent and
Lender ("CIT")
10.3 Amendment, dated January 31, 2000, to
Financing Agreement among the Corporation,
United Retail Incorporated, Cloudwalkers, Inc.
and CIT
13 Sections of 1999 Annual Report to
Stockholders (including report of Independent
Accountants) that were incorporated by
reference in the Annual Report on Form 10-K
23.1 Consent of Independent Accountants
The following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended October 30, 1999 is incorporated herein by
reference:
Number in Filing Description
---------------- -----------
10.1 Amendment, dated October 6, 1999, to
Financing Agreement among the Corporation,
United Retail Incorporated and CIT
The promissory note, dated November 18, 1999, from Raphael Benaroya
to the Corporation filed as the exhibit to Mr. Benaroya's Schedule 13D,
dated November 18, 1999, is incorporated herein by reference.
The following exhibits to the Corporation's Current Report on Form
8-K, filed September 23, 1999, are incorporated herein by reference:
Number in Filing Description
---------------- -----------
3 Certificate of Designation, Preferences and
Rights of Series A Junior Participating
Preferred Stock
10.1.1 Right of First Refusal Agreement, dated as of
September 17, 1999, between the Corporation
and Limited Direct Associates, L.P.
10.1.2 Right of First Refusal Agreement, dated as of
September 17, 1999, between the Corporation
and The Limited, Inc./Intimate Brands, Inc.
Foundation
The following exhibit to the Corporation's Current Report on Form
8-K, filed September 17, 1999, is incorporated herein by reference:
Number in Filing Description
---------------- -----------
3 Restated By-Laws of the Corporation
The stockholders' rights plan filed as the exhibit to the
Corporation's Registration Statement on Form 8-A, dated September 15, 1999,
is incorporated herein by reference.
The following exhibits to the Corporation's Annual Report on Form
10-K for the year ended January 30, 1999 are incorporated herein by
reference:
Number in Filing Description
---------------- -----------
10.1 Amendment, dated March 29, 1999, to
Financing Agreement among the Corporation,
United Retail Incorporated and CIT
21 Subsidiaries of the Corporation
The 1999 Stock Option Plan set forth as the Appendix to the
Corporation's proxy statement on Schedule 14A for its 1999 annual meeting
of stockholders is incorporated herein by reference.*
The following exhibits to the Corporation's Quarterly Report on Form
10-Q for the period ended October 31, 1998 are incorporated herein by
reference:
Number in Filing Description
---------------- -----------
10.1* Employment Agreement, dated November 20,
1998, between the Corporation and Raphael
Benaroya
10.2* Employment Agreement, dated November 20,
1998, between the Corporation and George R.
Remeta
10.3* Employment Agreement, dated November 20,
1998, between the Corporation and Kenneth P.
Carroll
10.4* Employment Agreement, dated March 26,
1998, between the Corporation and Carrie
Cline-Tunick and amendment thereto
The following exhibits to the Corporation's Quarterly Report on Form
10-Q for the period ended May 2, 1998 are incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.1* 1998 Stock Option Agreement, dated May 21,
1998, between the Corporation and Raphael
Benaroya
10.2* 1998 Stock Option Agreement, dated May 21,
1998, between the Corporation and George R.
Remeta
The following exhibits to the Corporation's Annual Report on Form
10-K for the year ended January 31, 1998 are incorporated herein by
reference:
Number in Filing Description
---------------- -----------
10.1 Restated Stockholders' Agreement, dated
December 23, 1992, between the Corporation
and certain of its stockholders and Amendment
No. 1, Amendment No. 2 and Amendment No. 3
thereto
10.2 Private Label Credit Program Agreement, dated
January 27, 1998, between the Corporation,
United Retail Incorporated and World
Financial Network National Bank (Confidential
portions have been deleted and filed
separately with the Secretary of the
Commission)
10.4* Restated 1990 Stock Option Plan as of March
6, 1998
10.5* Restated 1990 Stock Option Plan as of May 28,
1996
10.6* Restated 1996 Stock Option Plan as of March
6, 1998
The following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended November 1, 1997 is incorporated herein by
reference:
Number in Filing Description
---------------- -----------
10.1 Amendment, dated September 15, 1997, to
Financing Agreement among the Corporation,
United Retail Incorporated and CIT
The following exhibits to the Corporation's Quarterly Report on Form
10-Q for the period ended August 2, 1997 are incorporated herein by
reference:
Number in Filing Description
---------------- -----------
10.1 Financing Agreement, dated August 15, 1997,
among the Corporation, United Retail
Incorporated and CIT
10.2* Amendment No. 1 to Restated Supplemental
Retirement Savings Plan
The following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended November 2, 1996 is incorporated herein by
reference:
Number in Filing Description
---------------- -----------
10.1* Restated Supplemental Retirement Savings
Plan
The following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended May 4, 1996 is incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.3 Amended and Restated Term Sheet Agreement
for Hosiery, dated as of December 29, 1995,
between The Avenue, Inc. and American
Licensing Group, Inc.
The following exhibits to the Corporation's Registration Statement on
Form S-1 (Registration No. 33-44499), as amended, are incorporated herein
by reference:
Number in Filing Description
---------------- -----------
3.1 Amended and Restated Certificate of
Incorporation of Registrant
4.1 Specimen Certificate for Common Stock of
Registrant
10.2.1 Software License Agreement, dated as of April
30, 1989, between The Limited Stores, Inc. and
Sizes Unlimited, Inc. (now known as United
Retail Incorporated)
10.2.2 Amendment to Software License Agreement,
dated December 10, 1991
10.7 Amended and Restated Gloria Vanderbilt
Hosiery Sublicense Agreement, dated as of
April 30, 1989, between American Licensing
Group, Inc. (Licensee) and Sizes Unlimited,
Inc. (Sublicensee)
10.12 Amended and Restated Master Affiliate
Sublease Agreement, dated as of July 17, 1989,
among Lane Bryant, Inc., Lerner Stores, Inc.
(Landlord) and Sizes Unlimited, Inc. (Tenant)
and Amendment thereto, dated July 17, 1989
10.38 Management Services Agreement, dated
August 26, 1989, between American Licensing
Group, Inc. and ALGLP
10.39 First Refusal Agreement, dated as of August
31, 1989, between the Corporation and ALGLP
- --------------------
* A compensatory plan for the benefit of the Corporation's management
or a management contract.
(b) No Current Reports on Form 8-K were filed by the Corporation during
the fiscal quarter ended April 29, 2000.
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.
(Registrant) UNITED RETAIL GROUP, INC.
---------------------------------------------------
By: /S/ GEORGE R. REMETA
---------------------------------------------------
George R. Remeta, Vice Chairman of the Board and
Chief Administrative Officer - Authorized Signatory
By: /S/ JON GROSSMAN
---------------------------------------------------
Jon Grossman, Vice President - Finance and Chief
Accounting Officer
Date: May 26, 2000
EXHIBIT INDEX
ITEM 14. EXHIBITS
The following exhibits are filed herewith:
Number Description
------ -----------
10 Stock Appreciation Rights Plan*
27 Financial Data Schedule
The following exhibits to the Corporation's Annual Report on Form
10-K for the year ended January 29, 2000 are incorporated herein by
reference:
Number in Filing Description
---------------- -----------
10.1 Incentive Compensation Program Summary
10.2 Amendment, dated December 28, 1999, to
Financing Agreement among the Corporation,
United Retail Incorporated and The CIT
Group/Business Credit, Inc., as Agent and
Lender ("CIT")
10.3 Amendment, dated January 31, 2000, to
Financing Agreement among the Corporation,
United Retail Incorporated, Cloudwalkers, Inc.
and CIT
13 Sections of 1999 Annual Report to
Stockholders (including report of Independent
Accountants) that were incorporated by
reference in the Annual Report on Form 10-K
23.1 Consent of Independent Accountants
The following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended October 30, 1999 is incorporated herein by
reference:
Number in Filing Description
---------------- -----------
10.1 Amendment, dated October 6, 1999, to
Financing Agreement among the Corporation,
United Retail Incorporated and CIT
The promissory note, dated November 18, 1999, from Raphael Benaroya
to the Corporation filed as the exhibit to Mr. Benaroya's Schedule 13D,
dated November 18, 1999, is incorporated herein by reference.
The following exhibits to the Corporation's Current Report on Form
8-K, filed September 23, 1999, are incorporated herein by reference:
Number in Filing Description
---------------- -----------
3 Certificate of Designation, Preferences and
Rights of Series A Junior Participating
Preferred Stock
10.1.1 Right of First Refusal Agreement, dated as of
September 17, 1999, between the Corporation
and Limited Direct Associates, L.P.
10.1.2 Right of First Refusal Agreement, dated as of
September 17, 1999, between the Corporation
and The Limited, Inc./Intimate Brands, Inc.
Foundation
The following exhibit to the Corporation's Current Report on Form
8-K, filed September 17, 1999, is incorporated herein by reference:
Number in Filing Description
---------------- -----------
3 Restated By-Laws of the Corporation
The stockholders' rights plan filed as the exhibit to the
Corporation's Registration Statement on Form 8-A, dated September 15, 1999,
is incorporated herein by reference.
The following exhibits to the Corporation's Annual Report on Form
10-K for the year ended January 30, 1999 are incorporated herein by
reference:
Number in Filing Description
---------------- -----------
10.1 Amendment, dated March 29, 1999, to
Financing Agreement among the Corporation,
United Retail Incorporated and CIT
21 Subsidiaries of the Corporation
The 1999 Stock Option Plan set forth as the Appendix to the
Corporation's proxy statement on Schedule 14A for its 1999 annual meeting
of stockholders is incorporated herein by reference.*
The following exhibits to the Corporation's Quarterly Report on Form
10-Q for the period ended October 31, 1998 are incorporated herein by
reference:
Number in Filing Description
---------------- -----------
10.1* Employment Agreement, dated November 20,
1998, between the Corporation and Raphael
Benaroya
10.2* Employment Agreement, dated November 20,
1998, between the Corporation and George R.
Remeta
10.3* Employment Agreement, dated November 20,
1998, between the Corporation and Kenneth P.
Carroll
10.4* Employment Agreement, dated March 26,
1998, between the Corporation and Carrie
Cline-Tunick and amendment thereto
The following exhibits to the Corporation's Quarterly Report on Form
10-Q for the period ended May 2, 1998 are incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.1* 1998 Stock Option Agreement, dated May 21,
1998, between the Corporation and Raphael
Benaroya
10.2* 1998 Stock Option Agreement, dated May 21,
1998, between the Corporation and George R.
Remeta
The following exhibits to the Corporation's Annual Report on Form
10-K for the year ended January 31, 1998 are incorporated herein by
reference:
Number in Filing Description
---------------- -----------
10.1 Restated Stockholders' Agreement, dated
December 23, 1992, between the Corporation
and certain of its stockholders and Amendment
No. 1, Amendment No. 2 and Amendment No. 3
thereto
10.2 Private Label Credit Program Agreement, dated
January 27, 1998, between the Corporation,
United Retail Incorporated and World
Financial Network National Bank (Confidential
portions have been deleted and filed
separately with the Secretary of the
Commission)
10.4* Restated 1990 Stock Option Plan as of March
6, 1998
10.5* Restated 1990 Stock Option Plan as of May 28,
1996
10.6* Restated 1996 Stock Option Plan as of March
6, 1998
The following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended November 1, 1997 is incorporated herein by
reference:
Number in Filing Description
---------------- -----------
10.1 Amendment, dated September 15, 1997, to
Financing Agreement among the Corporation,
United Retail Incorporated and CIT
The following exhibits to the Corporation's Quarterly Report on Form
10-Q for the period ended August 2, 1997 are incorporated herein by
reference:
Number in Filing Description
---------------- -----------
10.1 Financing Agreement, dated August 15, 1997,
among the Corporation, United Retail
Incorporated and CIT
10.2* Amendment No. 1 to Restated Supplemental
Retirement Savings Plan
The following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended November 2, 1996 is incorporated herein by
reference:
Number in Filing Description
---------------- -----------
10.1* Restated Supplemental Retirement Savings
Plan
The following exhibit to the Corporation's Quarterly Report on Form
10-Q for the period ended May 4, 1996 is incorporated herein by reference:
Number in Filing Description
---------------- -----------
10.3 Amended and Restated Term Sheet Agreement
for Hosiery, dated as of December 29, 1995,
between The Avenue, Inc. and American
Licensing Group, Inc.
The following exhibits to the Corporation's Registration Statement on
Form S-1 (Registration No. 33-44499), as amended, are incorporated herein
by reference:
Number in Filing Description
---------------- -----------
3.1 Amended and Restated Certificate of
Incorporation of Registrant
4.1 Specimen Certificate for Common Stock of
Registrant
10.2.1 Software License Agreement, dated as of April
30, 1989, between The Limited Stores, Inc. and
Sizes Unlimited, Inc. (now known as United
Retail Incorporated)
10.2.2 Amendment to Software License Agreement,
dated December 10, 1991
10.7 Amended and Restated Gloria Vanderbilt
Hosiery Sublicense Agreement, dated as of
April 30, 1989, between American Licensing
Group, Inc. (Licensee) and Sizes Unlimited,
Inc. (Sublicensee)
10.12 Amended and Restated Master Affiliate
Sublease Agreement, dated as of July 17, 1989,
among Lane Bryant, Inc., Lerner Stores, Inc.
(Landlord) and Sizes Unlimited, Inc. (Tenant)
and Amendment thereto, dated July 17, 1989
10.38 Management Services Agreement, dated
August 26, 1989, between American Licensing
Group, Inc. and ALGLP
10.39 First Refusal Agreement, dated as of August
31, 1989, between the Corporation and ALGLP
- --------------------
* A compensatory plan for the benefit of the Corporation's management
or a management contract.
EXHIBIT 10
UNITED RETAIL GROUP, INC.
STOCK APPRECIATION RIGHTS PLAN
WHEREAS, United Retail Group, Inc., a Delaware corporation (the "Company"),
desires to attract and retain the best available directors, to provide long
range inducements for them to remain associated with the Company and to
provide directors a permanent stake in the Company with the interest and
outlook of owners;
NOW, THEREFORE, the Board of Directors hereby approves and adopts the
United Retail Group, Inc. Stock Appreciation Rights Plan on the following
terms and conditions:
SECTION 1. DEFINITIONS. The following terms have the following meanings
when used in this Stock Appreciation Rights Plan, in both singular and
plural forms:
"ANNUAL MEETING" means the yearly meeting of stockholders of the Company to
elect Directors.
"ASSOCIATE" means a common law employee of the Company.
"COMPANY" means United Retail Group, Inc., a Delaware corporation.
"DIRECTOR" means a duly elected and acting member of the Board of Directors
of the Company who is not an Associate.
"EFFECTIVE DATE" means May 23, 2000.
"HOLDER" means the person who is, at the time of reference, entitled to
receive payment under a Right.
"OPTION" means any right to purchase Shares granted under the Stock Option
Plan on or after the Effective Date.
"OPTION PRICE" means the price per Share at which an Option is exercisable.
"RIGHT" means a Holder's entitlement to a payment in accordance with
Section 2.2 hereof.
"RIGHTSHOLDER" means a Director who holds an unexercised and outstanding
Option under the Stock Option Plan.
"SHARES" means units consisting of Common Stock, with par value equal to
$.001 per share, of the Company with stock purchase rights attached and
such additional and substitute securities and other property as may be
issuable upon the exercise of Options.
"STOCK OPTION PLAN" means the United Retail Group, Inc. 1999 Stock Option
Plan, as amended from time to time.
"VALUE" means (a) if the Shares are listed or admitted to trading on a
national securities exchange (including the National Market System of the
National Association of Securities Dealers Automated Quotation System
("NASDAQ")), the closing price of Shares on the principal securities
exchange on which the Shares are listed or admitted to trading on the day
prior to the date of determination, or if no closing price can be
determined for the date of determination, the most recent date for which
such price can reasonably be ascertained, or (b) if the Shares are not
listed or admitted to trading on a national securities exchange but are
publicly traded, the mean between the representative bid and asked prices
of the Shares in the over-the- counter market at the closing of the day
prior to the date of determination or the most recent such bid and asked
prices then available, as reported by NASDAQ or if the Shares are not then
quoted by NASDAQ as furnished by any market maker selected from time to
time by the Chairman of the Board of the Company for that purpose, or (c)
if neither (a) nor (b) is applicable, the fair market value on the
applicable date as determined by the Chairman in good faith using factors
he deems to be relevant including but not limited to any sale of Shares to
an independent third party.
SECTION 2. GRANTS.
2.1 FORMULA. Beginning on the Effective Date, each Director elected
at each Annual Meeting will automatically be granted one Right for each
Share issuable upon exercise of each Option granted at the same Annual
Meeting. For example, on the Effective Date each Director elected on that
date will be granted 3,000 Rights under this Stock Appreciation Rights Plan
and 3,000 Options under the Stock Option Plan.
2.2 PAYMENT. Each Right granted to a Director under this Section 2
shall be automatically exercised without notice if and when a Share is
issued under the Stock Option Plan upon the exercise of the contemporaneous
Option with which the Right is associated. As soon as practicable after
such Share is issued, the Company shall pay to the Holder of the Right an
amount in cash equal to the remainder of (i) the Value of the Share
determined as of the date the Option is exercised minus (ii) the Option
Price and any applicable withholding taxes.
2.3 TERMINATION. In the event that the contemporaneous Option with
which a Right is associated lapses, is surrendered for cancellation or
otherwise becomes unexercisable, the Right shall terminate and the Company
shall have no liability with respect to the termination of the Right.
SECTION 3. ADMINISTRATION.
3.1 POWERS OF CHAIRMAN. The Chairman of the Board of the Company
will have the power to do the following:
3.1.1 To maintain records relating to Rightsholders and
Holders;
3.1.2 To prepare and furnish to Rightsholders and Holders all
information required by applicable law;
3.1.3 To construe and apply the provisions of this Stock
Appreciation Rights Plan and to correct defects and omissions therein;
3.1.4 To engage assistants and professional advisers;
3.1.5 To provide procedures for determination of claims under
this Stock Appreciation Rights Plan;
3.1.6 To make any factual determinations necessary or useful
under this Stock Appreciation Rights Plan; and
3.1.7 To adopt and revise rules, regulations and policies
under this Stock Appreciation Rights Plan.
3.2 BINDING EFFECT OF ACTIONS. All actions taken by the Chairman
under this Stock Appreciation Rights Plan will be final and binding on all
persons.
3.3 INDEMNIFICATION. The Chairman shall not be personally liable for
any action, interpretation or determination made with respect to this Stock
Appreciation Rights Plan and shall be fully indemnified and protected by
the Company with respect to any liability he may incur with respect to any
such action, interpretation or determination, to the extent permitted by
applicable law and to the extent provided in the Company's Certificate of
Incorporation and By-laws, as amended from time to time.
SECTION 4. RIGHTS OF HOLDERS.
4.1 AMENDMENT. No amendment to this Stock Appreciation Rights Plan or
any grant hereunder shall be made so as to impair or adversely alter the
rights of any Holder without such Holder's consent.
4.2 NO RIGHT TO EMPLOYMENT. Nothing in this Stock Appreciation Rights
Plan or in any Right will confer upon any Director any right to continue in
office.
4.3 SUCCESSORS AND ASSIGNS. The obligations of the Company under this
Stock Appreciation Rights Plan will be binding upon any successor
corporation or organization resulting from the merger, consolidation or
other reorganization of the Company, or upon any successor corporation or
organization succeeding to substantially all of the assets and business of
the Company.
4.4 RIGHTS AS STOCKHOLDER. No Holder will have any of the rights of a
stockholder of the Company.
4.5 BENEFICIARIES AND ASSIGNMENT OF RIGHTS. No Right may be assigned,
pledged, hypothecated, given, or otherwise transferred by the Holder,
except that (i) a Rightsholder will be entitled to designate a beneficiary
of the Right upon the Rightsholder's death by delivering such designation
in writing to the Vice President- Associate Services of the Company, (ii)
if no such designation is made by the Rightsholder, the Right will be
transferred upon the Rightsholder's death as determined under the
applicable laws of descent and distribution, (iii) a Right shall be
transferred in accordance with a qualified domestic relations order (as
defined in the Internal Revenue Code), and (iv) a Holder may sell and
assign a Right to the Company for a price agreed by the Holder and the
Chairman of the Board of the Company to be fair and in the best interests
of the Company and its stockholders. If a Holder suffers a disability and
does not have the capacity to receive a payment, such payment will be made
to the Holder's guardian or attorney-in-fact.
SECTION 5. MISCELLANEOUS.
5.1 NOTICES. Notices permitted to be made under this Stock
Appreciation Rights Plan will be sufficiently made if personally delivered
or sent by first-class certified mail addressed (i) to the Holder at the
Holder's address as set forth in the books and records of the Company, or
(ii) to the Company at the principal office of the Company to the attention
of the Vice President-Associate Services. Any party may change its address
through the method described above.
5.2 CAPTIONS. The captions and section numbers appearing in this
Stock Appreciation Rights Plan are inserted only as a matter of
convenience. They do not define, limit, construe or describe the scope or
intent of the provisions of this Stock Appreciation Rights Plan.
5.3 APPLICABLE LAW. This Stock Appreciation Rights Plan will be
governed by and interpreted, construed, and applied in accordance with the
laws of the State of New Jersey to the extent that they apply.
5.4 SEVERABILITY. If any provisions of this Stock Appreciation Rights
Plan are held illegal or invalid for any reason, such illegality or
invalidity will not affect the remaining parts of the Plan, and the Plan
will be construed and enforced as if the illegal or invalid provision had
not been included.
5.5 INTERPRETATION. The provisions of this Stock Appreciation Rights
Plan shall be interpreted, construed and applied as much as possible in a
manner consistent with the interpretation, construction and application of
the Stock Option Plan.
Stock Appreciation Rights Plan
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<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-03-2001
<PERIOD-START> JAN-30-2000
<PERIOD-END> APR-29-2000
<CASH> 38,431
<SECURITIES> 0
<RECEIVABLES> 2,355
<ALLOWANCES> 0
<INVENTORY> 63,166
<CURRENT-ASSETS> 112,549
<PP&E> 127,940
<DEPRECIATION> 60,471
<TOTAL-ASSETS> 187,374
<CURRENT-LIABILITIES> 52,734
<BONDS> 7,622
<COMMON> 14
0
0
<OTHER-SE> 120,728
<TOTAL-LIABILITY-AND-EQUITY> 187,374
<SALES> 99,390
<TOTAL-REVENUES> 99,390
<CGS> 73,667
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<OTHER-EXPENSES> 21,211
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<INTEREST-EXPENSE> (303)
<INCOME-PRETAX> 4,815
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