SEAWAY FOOD TOWN INC
10-K/A, 1994-12-29
GROCERY STORES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        
                                    FORM 10 K/A
                                   (Mark One)
( X )  Annual Report Pursuant to Section 13 or 15 (d) of the Securities 
       Exchange Act of 1934

         For the Fiscal Year ended August 27, 1994

(   ) 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 0-80.

                                          SEAWAY FOOD TOWN, INC.
                       (Exact name of registrant as specified in its charter)

             Ohio                            34-4471466
   (State or other jurisdiction of       (I.R.S. Employer Identification No.)
    incorporation or organization)

    1020 Ford Street, Maumee, Ohio                 43537
(Address of principal executive offices)            (Zip Code)


                                       419/893-9401
                   (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12 (b) of the Act:

                                      None
                               Title of each class

Securities registered pursuant to Section 12 (g) of the Act:

    Common Stock, without par value (stated value $2.00 per share).
                             Title of Class

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   X         No

                                 Page 1 of 2 of Cover Page
<PAGE>

                                       2
                      Disclosure of Delinquent Form Filing

Indicate by check mark if disclosure of delinquent filings pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the 
best of Registrant's knowledge, in definitive Proxy or information statement 
incorporated by reference in part 3 of this Form 10 K or any amendments to 
this Form 10 K.

                                      [ X ]

The aggregate market value of voting stock held by nonaffiliates of the 
registrant is approximately $13,968,804 as of November 11, 1994.

Indicate the number of shares outstanding of each of the issuer's classes of 
common stock, as of the latest practicable date.

                   Class                     Outstanding at November 11, 1994
        Common stock, without par                    2,174,773 shares
        value (stated value $2.00
        per share)

                           Documents Incorporated in Part by Reference

Parts II and IV       Portions of the 1994 Annual Report to Shareholders of 
                      Seaway Food Town, Inc. ("Annual Report") are filed as 
                      Exhibit 13 filed hereto.

Part III               The Seaway Food Town, Inc. Proxy Statement, dated
                          December 9, 1994 ("Proxy Statement")


                                  Page 2 of 2 of Cover Page
<PAGE>
                                   PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form   8-K.

  (a)     The following documents or portions thereof indicated are filed as a 
          part of this report on Form 10-K.


     (1)  The following consolidated financial statements of Seaway Food
          Town, Inc. and its subsidiaries, included on pages 19 - 31 of Exhibit
          (13) filed hereunder are incorporated by reference in Item 8.

          Report of Independent Auditors

          Consolidated statements of Income - Years ended August 27, 1994,
          August 28, 1993 and August 29, 1992

          Consolidated balance sheets at August 27, 1994 and August 28, 1993

          Consolidated statements of cash flows - Years ended August 27, 1994,
          August 28, 1993 and August 29, 1992

          Consolidated statement of shareholders' equity - Years ended 
          August 27, 1994, August 28, 1993 and August 29, 1992

          Notes to consolidated financial statements - August 27, 1994

     (2)  The following consolidated financial statement schedules of 
          Seaway Food Town, Inc. and its subsidiairies are filed under 
          Item 14(d):

          SCHEDULE                                              PAGE(S)

          Schedule V    - Property, plant and equipment               9
          Schedule VI   - Accumulated depreciation  and amortization  
                          of property, plant and equipment           10
          Schedule VIII - Valuation and qualifying accounts          11

     All other schedules have been omitted since the required information is 
     not present or is not present in amounts sufficient to require submission 
     of the schedule, or because the information required is included in the 
     consolidated financial statements or the notes thereto.

<PAGE>



b.)  Reports on Form 8-K.

     No reports on Form 8-K were required to be filed for the
     three months ended August 27, 1994.

c.)  Exhibits Required by Item 601 of Regulation S-K Index.

     Exhibit 3 -    Data required by this item has previously been
                    filed and is incorporated by reference from the
                    Company's Annual Report on Form 10-K for the Year
                    Ended September 25, 1982, File 0-80.

                    A copy of the Amendment to the Articles of
                    Incorporation filed with the Secretary of State of Ohio,
                    January 17, 1989, is incorporated by reference from the
                    Company's Annual Report on Form 10-K for the Year Ended
                    August 26, 1989, File 0-80.

             4 -    Data required by this item has previously been filed and
                    is incorporated herein by reference from the Company's
                    Annual Report on Form 10-K for the Year Ended September
                    26, 1981, File 0-80.

            10 -    Contracts required by this item have previously been filed 
                    and are Incorporated herein by reference from the Company's 
                    Annual Report on Form 10-K for the Years Ended September 
                    26, 1981, September 24, 1983, the eleven months ended 
                    August 27, 1988, File  0-80, on the Company's Issuer Tender 
                    Offer  Statement on Schedule 13 E-4 filed November 4, 
                    1987, and on form 10-K for the years ended August 25, 1990, 
                    August 31, 1991, August 29, 1992, and August 28, 1993.

           11 -     Computation of income per share.

           13 -     Portions of the 1994 Annual Report to Shareholders (to 
                    the extent incorporated by reference hereunder.)

           22 -     Subsidiaries of the Registrant.

           23 -     Consent of Independent Auditors.

           99 -     Financial Data Schedule

d.  Financial Statements Required by Regulation S-X.

     Included in Item 14 (a), above.

<PAGE>



                                  SIGNATURE

     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.

                                    SEAWAY FOOD TOWN, INC.
                                        (Registrant)


11/18/94                       By   /s/ Richard B. Iott
Date                                Richard B. Iott, President & Director

     Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated.


11/18/94                       By   /s/ Wallace D. Iott
Date                                Wallace D. Iott, Chairman of the Board
                                    (Principal Executive Officer)
                                    & Director


11/18/94                       By   /s/ Waldo E. Yeager
Date                                Waldo E. Yeager,  Director
                                    (Chief Financial Officer and
                                    Treasurer)


11/18/94                       By   /s/ Robert J. Kirk
Date                                Robert J. Kirk, Director


11/18/94                       By  /s/ Thomas M. O'Donnell
                                   Thomas M. O'Donnell, Director


11/18/94                       By  /s/ David J. Walrod
Date                               David J. Walrod, Director


11/18/94                       By  /s/ Richard K. Ransom
Date                               Richard K. Ransom, Director

<PAGE>




                                                                 EXHIBIT 99
                             FINANCIAL DATA SCHEDULE
                           ARTICLE 5 OF REGULATION S-X


WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE>        5
<MULTIPLIER>          1,000
       
<S>                                 <C> 
<PERIOD-TYPE>                       YEAR
<FISCAL YEAR-END>                   AUG-27-1994
<PERIOD-END>                        AUG-27-1994
<CASH>                                  7,137
<SECURITIES>                                0
<RECEIVABLES>                           5,627
<ALLOWANCES>                              450
<INVENTORY>                            44,749
<CURRENT-ASSETS>                       63,421
<PP&E>                                184,825
<DEPRECIATION>                         99,479
<TOTAL-ASSETS>                        155,203
<CURRENT-LIABILITIES>                  54,484
<BONDS>                                55,060
<COMMON>                                4,485
                       0
                                 0
<OTHER-SE>                             33,100
<TOTAL-LIABILITY-AND-EQUITY>          155,203
<SALES>                               546,193
<TOTAL-REVENUES>                      546,193
<CGS>                                 409,305
<TOTAL-COSTS>                         409,305
<OTHER-EXPENSES>                      129,921
<LOSS-PROVISION>                            0
<INTEREST-EXPENSE>                      4,410
<INCOME-PRETAX>                         3,726
<INCOME-TAX>                            1,288
<INCOME-CONTINUING>                     2,438
<DISCONTINUED>                              0
<EXTRAORDINARY>                           123
<CHANGES>                                 256
<NET-INCOME>                            2,059
<EPS-PRIMARY>                             .89
<EPS-DILUTED>                             .89
                                              

</TABLE>


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