SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 11-K
---------
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______________ to __________________
Commission file number 0-20280
MEGAFOODS STORES, INC. 401(K) SAVINGS PLAN
MEGAFOODS STORES, INC.
1455 S. STAPLEY, SUITE 15
MESA, ARIZONA 85204
<PAGE>
SIGNATURES
----------
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administration Committee has duly caused this Annual Report to be signed by
the undersigned thereunto duly authorized.
MEGAFOODS STORES, INC.
401(k) SAVINGS PLAN
August 8, 1996 /s/ Eden Higgins
Date -----------------------------
Eden Higgins
Director of Human Resources
<PAGE>
Exhibits Filed.
- ---------------
Exhibit No. Description
- ----------- -----------
23.1 Consent of Independent Accountants
23.2 Consent of Independent Accountants
<PAGE>
MEGAFOODS STORES, INC.
401(k) SAVINGS PLAN
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1994 AND 1993
<PAGE>
MEGAFOODS STORES, INC.
401(k) SAVINGS PLAN
- --------------------------------------------------------------------------------
INDEX
<TABLE>
<CAPTION>
PAGE
<S> <C>
Report of Independent Accountants:
December 31, 1994 1
December 31, 1993 2
Financial Statements:
Statement of Net Assets Available for Plan Benefits, with
Fund Information:
December 31, 1994 3
December 31, 1993 4
Statement of Changes in Net Assets Available for Plan Benefits,
with Fund Information:
Year ended December 31, 1994 5
Notes to Financial Statements 6
Supplemental Schedules:*
Item 27a Form 5500 - Schedule of Assets Held for Investment
Purposes at December 31, 1994 Schedule I
Item 27d Form 5500 - Schedule of Reportable Transactions
for the year ended December 31, 1994 Schedule II
* Other schedules required by Section 2520.103-10 of the
Department of Labor Rules and Regulations for Reporting and
Disclosure under ERISA have been omitted because they are not
applicable.
</TABLE>
<PAGE>
Report of Independent Accountants
To the Participants and Administrator of
Megafoods Stores, Inc. 401(k) Savings Plan
In our opinion, the statement of net assets available for plan benefits, with
fund information, and the related statement of changes in net assets available
for plan benefits, with fund information, present fairly, in all material
respects, the net assets available for plan benefits of Megafoods Stores, Inc.
401(k) Savings Plan (the Plan) at December 31, 1994, and the changes in net
assets available for plan benefits for the year ended December 31, 1994, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Plan's management; our responsibility
is to express an opinion on these financial statements based on our audit. We
conducted our audit of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed above.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for the purpose of additional analysis and is
not a required part of the basic financial statements but is additional
information required by ERISA. The fund information in the statement of net
assets available for plan benefits and the statement of changes in net assets
available for plan benefits is presented for purposes of additional analysis
rather than to present the net assets available for plan benefits and changes in
net assets available for plan benefits of each fund. Schedules I and II and the
fund information have been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
PRICE WATERHOUSE LLP
Phoenix, Arizona
August 2, 1996
<PAGE>
Report of Independent Accountants
To the Participants and Administrator
Megafoods Stores, Inc. 401(k) Savings Plan
We have audited the accompanying statement of net assets available for plan
benefits of the Megafoods Stores, Inc. 401(k) Savings Plan as of December 31,
1993. This financial statement is the responsibility of the Plan's management.
Our responsibility is to express an opinion on the financial statement based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the net assets available for benefits of the Megafoods
Stores, Inc. 401(k) Savings Plan as of December 31, 1993, in conformity with
generally accepted accounting principles.
Coopers & Lybrand L.L.P.
Phoenix, Arizona
March 31, 1994
-2-
<PAGE>
MEGAFOODS STORES, INC. 401(k) SAVINGS PLAN
- --------------------------------------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
--------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31, 1994
----------------------------------------------------------------------
Nations Strategic Nations Emerging Nations Prime Nations
Fixed Income Growth Fund Balanced
Fund Fund Assets Fund
---------------- ---------------- -------------- ---------------
<S> <C> <C> <C> <C>
ASSETS:
Investments, at fair value, (cost of $1,763,162):
Common stock
Mutual funds $ 96,908* $ 201,267* $ 356,050* $ 294,529*
Cash and cash equivalents 17,027 841
Loans to participants
-------- --------- --------- ---------
Total investments 113,935 202,108 356,050 294,529
-------- --------- --------- ---------
Receivables:
Participant contributions 4,684 4,712 7,907 8,291
Employer contributions
Other 619 52 2,819 (181)
-------- --------- --------- ---------
Total receivables 5,303 4,764 10,726 8,110
-------- --------- --------- ---------
Total assets 119,238 206,872 366,776 302,639
-------- --------- --------- ---------
LIABILITIES:
Forfeitures available for offset to future
employer contributions 503 1,558 34,159 1,008
Interfund payable (receivable) (11,648) 15,502 (34,003) 21,362
-------- --------- --------- ---------
Total liabilities (11,145) 17,060 156 22,370
-------- --------- --------- ---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $130,383 $ 189,812 $ 366,620 $ 280,269
======== ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
----------------------------------------------
Loan Megafoods Total
Fund Stores, Inc.
Stock Fund
-------------- ------------- --------------
<S> <C> <C> <C>
ASSETS:
Investments, at fair value, (cost of $1,763,162):
Common stock $ 21,915 $ 21,915
Mutual funds 948,754
Cash and cash equivalents $ 2,370 149,300* 169,538
Loans to participants 49,916 49,916
-------- --------- -----------
Total investments 52,286 171,215 1,190,123
-------- --------- -----------
Receivables:
Participant contributions 2,124 27,718
Employer contributions (3,935) (3,935)
Other 2,241 (366) 5,184
-------- --------- -----------
Total receivables 2,241 (2,177) 28,967
-------- --------- -----------
Total assets 54,527 169,038 1,219,090
-------- --------- -----------
LIABILITIES:
Forfeitures available for offset to future
employer contributions 7,117 44,345
Interfund payable (receivable) 6,515 2,272
-------- --------- -----------
Total liabilities 6,515 9,389 44,345
-------- --------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 48,012 $ 159,649 $ 1,174,745
======== ========= ===========
</TABLE>
*Investment represents 5% or more of net assets available for Plan benefits.
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE>
MEGAFOODS STORES, INC. 401(k) SAVINGS PLAN
- --------------------------------------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
--------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31, 1993
----------------------------------------------------------------
Short-term
Guaranteed Equity Securities Securities Balanced
Fixed Funds Fund Fund Fund
---------------- --------------- ------------- ------------
<S> <C> <C> <C> <C>
ASSETS:
Cash and cash equivalents $ 329,269* $ 204,513* $ 182,826* $ 123,435*
Investments
Receivables:
Participant contributions 19,968 12,239 6,075 7,262
Employer contributions
Loans to participants
Other 2,713 638 (633) 945
--------- --------- --------- ---------
Total assets 351,950 217,390 188,268 131,642
--------- --------- --------- ---------
LIABILITIES:
Forfeitures available for offset to future
employer contributions 16,328 7,047 15,406 3,229
Interfund payable (receivable) (7,389)
--------- --------- --------- ---------
Total liabilities 8,939 7,047 15,406 3,229
--------- --------- --------- ---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 343,011 $ 210,343 $ 172,862 $ 128,413
========= ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
----------------------------------------
Megafoods
Stores, Inc.
Loan Stock
Fund Fund Total
----------- ------------- -----------
<S> <C> <C> <C>
ASSETS:
Cash and cash equivalents $ 4,586 $ 844,629
Investments 493,468* 493,468
Receivables:
Participant contributions 13,668 59,212
Employer contributions 35,360 35,360
Loans to participants $ 16,382 16,382
Other (268) 3,395
--------- --------- -----------
Total assets 16,382 546,814 1,452,446
--------- --------- -----------
LIABILITIES:
Forfeitures available for offset to future
employer contributions 19,706 61,716
Interfund payable (receivable) 7,389
--------- --------- -----------
Total liabilities 27,095 61,716
--------- --------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 16,382 $ 519,719 $ 1,390,730
========= ========= ===========
</TABLE>
*Investment represents 5% or more of net assets available for Plan benefits.
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE>
MEGAFOODS STORES, INC. 401(k) SAVINGS PLAN
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
-------------------------------------------------------------------------------------
Year ended December 31, 1994
--------------------------------------------------------------------------------
Nations Strategic Nations Emerging Nations Prime Nations
Fixed Income Growth Fund Balanced
Fund Fund Assets Fund
------------------ ------------------ ----------------- ------------------
<S> <C> <C> <C> <C>
ADDITIONS:
Additions to net assets attributed to:
Investment income (loss):
Change in unrealized
appreciation (depreciation) $ (3,593) $ 2,770 $ (5,723)
Realized losses (925) (42) (343)
Interest and dividends 4,329 8,227 $ 12,915 7,283
--------- --------- --------- ---------
(189) 10,955 12,915 1,217
--------- --------- --------- ---------
Contributions:
Participant 59,175 95,920 74,371 134,855
Employer - stock
Employer - cash
--------- --------- --------- ---------
59,175 95,920 74,371 134,855
--------- --------- --------- ---------
Total additions 58,986 106,875 87,286 136,072
--------- --------- --------- ---------
DEDUCTIONS:
Deductions from net assets attributed to:
Distributions to participants (18,474) (36,709) (111,419) (48,112)
Interfund transfers 12,757 (16,571) 32,479 (25,924)
Loans to participants, net of repayments (4,111) (8,262) (11,692) (12,651)
--------- --------- --------- ---------
Total deductions (9,828) (61,542) (90,632) (86,687)
--------- --------- --------- ---------
Increase (decrease) in net assets available
for Plan benefits before election transfers 49,158 45,333 (3,346) 49,385
Net assets available for Plan benefits,
January 1, 1994 343,011 210,343 172,862 128,413
Transfer to new trustee (Note 1) (343,011) (210,343) (172,862) (128,413)
Election transfers effective March 31,1994 81,225 144,479 369,966 230,884
--------- --------- --------- ---------
Net assets available for Plan benefits,
December 31, 1994 $ 130,383 $ 189,812 $ 366,620 $ 280,269
========= ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
---------- ----------------- ---------
Megafoods
Loan Stores, Inc.
Fund Stock Fund Total
---------- ----------------- ----------
<S> <C> <C> <C>
ADDITIONS:
Additions to net assets attributed to:
Investment income (loss):
Change in unrealized
appreciation (depreciation) $ (566,493) $ (573,039)
Realized losses (53,490) (54,800)
Interest and dividends $ 2,957 (27) 35,684)
-------- ---------- -----------
2,957 (620,010) (592,155)
-------- ---------- -----------
Contributions:
Participant 68,425 432,746
Employer - stock 124,050 124,050
Employer - cash 79,565 79,565
-------- ---------- -----------
272,040 636,361
-------- ---------- -----------
Total additions 2,957 (347,970) 44,206
-------- ---------- -----------
DEDUCTIONS:
Deductions from net assets attributed to:
Distributions to participants (6,187) (39,290) (260,191)
Interfund transfers (2,741)
Loans to participants, net of repayments 34,860 1,856
-------- ---------- -----------
Total deductions 28,673 (40,175) (260,191)
-------- ---------- -----------
Increase (decrease) in net assets available for
Plan benefits before election transfers 31,630 (388,145) (215,985)
Net assets available for Plan benefits,
January 1, 1994 16,382 519,719 1,390,730
Transfer to new trustee (Note 1) (854,629)
Election transfers effective March 31,1994 28,075 854,629
-------- ---------- -----------
Net assets available for Plan benefits,
December 31, 1994 $ 48,012 $ 159,649 $ 1,174,745
======== ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE>
MEGAFOODS STORES, INC. 401(k) SAVINGS PLAN
Notes to Financial Statements
- --------------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF THE PLAN:
- ---------------------------------
The following description of the Megafoods Stores, Inc. 401(k) Savings Plan (the
Plan) provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
General
Megafoods Stores, Inc. (the Company) established the Plan effective January
1, 1991. On August 24, 1992, the Plan was amended and restated to enable
participants to invest in the Company's stock and/or other investment options
and to allow employer contributions to be made in the form of cash and/or
Company stock.
Eligibility for participation
An employee is eligible to become a participant in the Plan on the earliest
entry date, either January or July in the year following completion of 1,000
hours of service. At December 31, 1994 and 1993, Plan participants totaled
794 and 603, respectively.
Contributions
Participant contributions are voluntary. Plan participants may elect to
contribute 1% to 15% of their annual compensation during each Plan year not
to exceed certain limits as set forth in the Plan. The Company may match a
percentage of the participant's annual contribution to the Plan at its
discretion and/or a special discretionary contribution equal to a percentage
of the participant's compensation.
Employee contributions are recorded in the period during which the Company
makes payroll deductions from the Plan participants' earnings. Matching
Company discretionary contributions are recorded in the same period.
Plan amendments
In January 1994, the Company entered a Plan trustee agreement naming
NationsBank as Successor Trustee. Assets with the former trustee were
liquidated and invested in Nations Prime Fund until participants specified
investment options to allocate their account balances. Participants amended
their Plan elections during February 1994 and funds were allocated on March
31, 1994. The investment options available to participants subsequent to the
change in Plan trustee are similar in nature to the investment options which
were available during the year ended December 31, 1993.
-6-
<PAGE>
MEGAFOODS STORES, INC. 401(k) SAVINGS PLAN
Notes to Financial Statements
- --------------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF THE PLAN: (Continued)
- --------------------------------
Distributions
Participants may withdraw their account balances upon retirement, permanent
and total disability, or upon termination. Participants may also withdraw all
or a portion of their account balances for specific hardship reasons, subject
to approval by the Plan administrator. Hardship withdrawals are subject to
Internal Revenue Service (IRS) penalties. Nonvested employer contributions
are forfeited and are used to offset future Company contributions.
Administrative expenses
The Company, as sponsor of the Plan, has elected to pay certain fees and
charges incurred in the administration of the Plan.
Participant accounts
Each participant's account is credited with the participant's contribution,
the Company's discretionary matching contribution, and allocation of (i) Plan
earnings and (ii) the Company's special discretionary contribution.
Allocations are based on participant compensation or account balances, as
defined. The benefit to which a participant is entitled is the benefit that
can be provided from the participant's account.
Investments
Participants may direct the investment of their participant contributions
into several investment funds or company stock provided by the Plan and are
allowed to change their investment options in January and July of each Plan
year. The investment options available to participants comprise the
following:
Nations Strategic Fixed Income Fund
-----------------------------------
This fund invests primarily in a mix of investment grade (BBB or better)
corporate, government and mortgage-backed securities.
Nations Emerging Growth Fund
----------------------------
This fund invests in common stocks that are expected to have superior
earnings growth rates relative to most publicly traded companies.
-7-
<PAGE>
MEGAFOODS STORES, INC. 401(k) SAVINGS PLAN
Notes to Financial Statements
- --------------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF THE PLAN: (Continued)
- --------------------------------
Nations Prime Fund
------------------
This fund invests in a diversified portfolio of high-quality money market
instruments including bank certificates of deposit, banker's acceptances
and commercial paper.
Nations Balanced Assets Fund
----------------------------
This fund invests in a portfolio of high-quality stocks and investment
grade bonds.
Megafoods Stores, Inc. Stock Fund
---------------------------------
This fund invested in the Company's common stock until the Company's
bankruptcy filing in August 1994. As a result of the Company's bankruptcy,
subsequent to August 17, 1994 contributions to this fund were invested in
a money market account.
Participant loans
The Plan allows participants to borrow up to 50% of their vested account
balance up to a maximum of $50,000. Interest is based on the prime rate.
Loans are repaid by payroll deduction and interest is credited to the
participant's accounts. The loans are secured by the participant's entire
interest in the Plan.
Vesting
Participants vest immediately in their contributions. A year of vesting
service is defined as a calendar year in which the participant works 1,000
hours or more. Participants vest in 20% of the Company's contributions after
two years of vesting service, and continue to vest at an annual rate of 20%
until fully vested after six years of vesting service. Participants attaining
age 65 become fully vested in the Company's contributions.
Plan termination
Although the Company has not expressed any intent to do so, it has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become fully vested in their accounts.
-8-
<PAGE>
MEGAFOODS STORES, INC. 401(k) SAVINGS PLAN
Notes to Financial Statements
- --------------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF THE PLAN: (Continued)
- ---------------------------------
Bankruptcy proceedings
On August 17, 1994, the Company and its three subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the United States Bankruptcy
Code. Under the provisions of Chapter 11, certain claims against the debtor
in existence prior to the petition date are stayed while the debtor continues
business operations as debtor-in-possession and as such is subject to the
jurisdiction of the Bankruptcy Court throughout the Chapter 11 proceedings.
In the Chapter 11 case, substantially all liabilities of the debtor, as of
the petition date, are subject to settlement under a plan of reorganization
to be formulated subject to approval by the debtor's impaired creditors and
approval and confirmation by the Bankruptcy Court. As a result of the
bankruptcy, in August 1994, the Company began to make discretionary
contributions in the form of cash rather than Company stock. The Plan's
assets are not subject to the creditor's claims arising from the Chapter 11
proceedings.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
- -----------------------------------------
Basis of accounting
The accompanying financial statements of the Plan have been prepared on an
accrual basis, in conformity with generally accepted accounting principles as
applied to defined contribution plans, and in accordance with the Plan
agreement.
Valuation of investments
Investments in mutual funds and Company stock are valued at their quoted fair
market value. Loans to participants are valued at the unpaid balance.
Recognition of Income
Dividend income is recorded on the ex-dividend date. Interest income is
recorded when earned. Realized gains (losses) on investment sales are
recorded as follows: for investments held at the beginning of the year - the
difference between net proceeds received and the related current value at the
beginning of the year and for investments acquired during the year - the
difference between net proceeds received and the related average acquisition
cost. Unrealized gains (losses) are recorded based on the difference between
the current value of investments at the end of the year and their current
value at the beginning of the year, or average acquisition cost for
investments acquired during the year.
-9-
<PAGE>
MEGAFOODS STORES, INC. 401(k) SAVINGS PLAN
Notes to Financial Statements
- --------------------------------------------------------------------------------
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: (Continued)
- -----------------------------------------
Income taxes
The Plan has received a determination letter dated October 1, 1994 from the
IRS qualifying the Plan as a tax exempt benefit plan under Section 401(a) and
(k) of the Internal Revenue Code. The Company believes that the Plan
continues to fulfill the requirements of a qualified plan. Accordingly, no
provision has been made in the accompanying financial statements for federal
or state income taxes.
NOTE 3 - BENEFITS PAID TO PARTICIPANTS:
---------------------------------------
Participants can elect to retain their account balances in the Plan after
termination of employment. Net assets available for Plan benefits at December
31, 1994 and 1993 include $161,000 and $128,000 respectively, pertaining to
participants who terminated employment prior to the Plan's year-end of which
$27,000 relates to distributions processed and approved prior to December 31,
1994 but not paid as of that date. There were no distributions processed and
approved prior to December 31, 1993 but not paid as of that date. In accordance
with generally accepted accounting principles, obligations for distributions
processed and approved for payment prior to the Plan's year-end are not accrued
in the accompanying financial statements, resulting in a difference between
these financial statements and the Plan's Form 5500.
NOTE 4 - RELATED PARTY TRANSACTIONS:
------------------------------------
Certain plan investments represent shares of mutual funds managed by
NationsBank, the Plan's Trustee. Accordingly, the purchase and sale of such
shares represent party-in-interest transactions. Such transactions are exempt
under ERISA.
NOTE 5 - SUBSEQUENT EVENT:
--------------------------
On July 1, 1995, the Plan administrator entered into an agreement whereby the
Plan assets were transferred from a trust administered by NationsBank to
Northern Trust.
-10-
<PAGE>
SCHEDULE I
MEGAFOODS STORES, INC. 401(k) SAVINGS PLAN
- --------------------------------------------------------------------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1994
<TABLE>
<CAPTION>
Description of Investment,
Principal including Maturity Date,
Amount or Rate of Interest, Collateral, Historical Current
Shares Identity of Issue, Borrower, Lessor or Similar Party Par or Maturity Value Cost Value
- ------------- --------------------------------------------------- ------------------------------ ------------- ------------
<S> <C> <C> <C> <C>
70,693 Megafoods Stores, Inc. Common Stock $ 588,408 $ 21,915
10,375.537 Nations Strategic Fixed Income Fund*# Mutual Fund 100,501 96,908
18,164.880 Nations Emerging Growth Fund*# Mutual Fund 198,497 201,267
356,050 Nations Prime Fund *# Mutual Fund 356,050 356,050
28,265.698 Nations Balanced Assets Fund*# Mutual Fund 300,252 294,529
Cash and Cash Equivalents*# Cash and Cash Equivalents 169,538 169,538
Participant Loans 8%-8.5% through 11/18/99 49,916
------------ -----------
TOTAL $ 1,713,246 $ 1,190,123
============ ===========
</TABLE>
* Investment represents 5% of net assets available for Plan benefits.
# Represents a party-in-interest transaction.
<PAGE>
SCHEDULE II
MEGAFOODS STORES, INC. 401(k) SAVINGS PLAN
- --------------------------------------------------------------------------------
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS*
For the Year Ended December 31, 1994
<TABLE>
<CAPTION>
Identity of Issue, Borrower, Lesser, or Description of Purchase price Selling price per Lease Rental Expense
Similar Party Investment per share share Incurred
Including Rate of
Interest,
Marketing Value
- --------------------------------------- ----------------- ----------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
Manufacturers Life Insurance Company Cash and Cash
Guaranteed Fixed Funds Equivalents $ 1.00
Manufacturers Life Insurance Company Cash and Cash
Equity Securities Funds Equivalents 1.00
Manufacturers Life Insurance Company Cash and Cash
Short-term Securities Fund Equivalents 1.00
Manufacturers Life Insurance Company Cash and Cash
Balanced Fund Equivalents 1.00
Nations Strategic Fixed Income Fund# Mutual Fund $ 9.69
9.37
Nations Emerging Growth Fund# Mutual Fund 10.93
10.85
Nations Prime Fund# Mutual Fund 1.00
1.00
Nations Balanced Fund# Mutual Fund 10.63
10.54
</TABLE>
<TABLE>
<CAPTION>
Identity of Issue, Borrower, Lesser, or Description of Cost of Current Net
Similar Party Investment Asset Value of Loss
Including Rate of Asset on
Interest, Transaction
Marketing Value Date
- --------------------------------------- ----------------- ---------------- ------------- -------------
<S> <C> <C> <C> <C>
Manufacturers Life Insurance Company Cash and Cash
Guaranteed Fixed Funds Equivalents $ 343,011 $ 343,011
Manufacturers Life Insurance Company Cash and Cash
Equity Securities Funds Equivalents 210,343 210,343
Manufacturers Life Insurance Company Cash and Cash
Short-term Securities Fund Equivalents 172,862 172,862
Manufacturers Life Insurance Company Cash and Cash
Balanced Fund Equivalents 128,413 128,413
Nations Strategic Fixed Income Fund# Mutual Fund 126,436 126,436
26,925 26,000 $ (925)
Nations Emerging Growth Fund# Mutual Fund 219,136 219,136
28,042 28,000 (42)
Nations Prime Fund# Mutual Fund 2,039,471 2,039,471
1,513,762 1,513,762
Nations Balanced Fund# Mutual Fund 336,111 336,111
38,343 38,000 (343)
</TABLE>
* Transactions or series of transactions relating to one or more securities of
the same issuer involving an aggregate amount in excess of 5% of the fair
value of the Plan's assets as of January 1, 1994.
# Represents a party-in-interest transaction.
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 No. 33-51278 of Megafoods Stores, Inc. of our report dated
August 2, 1996 appearing on page 6 of this Annual Report of the Megafoods
Stores, Inc. 401(k) Savings Plan on Form 11-K for the year ended December 31,
1994.
PRICE WATERHOUSE LLP
Phoenix, Arizona
August 2, 1996
Consent of Independent Accountants
We consent to the incorporation by reference in the registration statement of
Megafoods Stores, Inc. on Form S-8 (File No. 33-51278) of our report dated March
31, 1994, on our audit of the statement of net assets available for plan
benefits of the Megafoods Stores, Inc. 401(k) Savings Plan as of December 31,
1993, which report is included in this Annual Report on Form 11-K.
Coopers & Lybrand L.L.P.
Phoenix, Arizona
August 6, 1996
