WICKES INC
11-K, 1997-06-26
LUMBER & OTHER BUILDING MATERIALS DEALERS
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<PAGE> 1                    
                    
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                     
                                     
                                     
                                     
                                FORM  11-K
                                     
                                     
                                     
[X]               ANNUAL REPORT PURSUANT TO SECTION 15(d)
                OF THE SECURITIES AND EXCHANGE ACT OF 1934
                                     
                                     
                 For the plan year ended December 31, 1996
                                     
                                     
                                     
                                    OR
                                     
                                     
                                     
[   ]           TRANSITION REPORT PURSUANT TO SECTION 15 (d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                                     
                                     
                For the transition period from ____ to_____
                                     
                                     
                      Commission file number 33-88010
                                     
                                     
                                     
                           WICKES LUMBER COMPANY
                       RETIREMENT SAVINGS PLUS PLAN
                           (full title of plan)
                                     
                                     
                                     
                                WICKES INC.
                     (formerly WICKES LUMBER COMPANY)
                            706 Deerpath Drive
                       Vernon Hills, Illinois  60061
(Name of issuer of the securities held pursuant to the plan and address of
                      its principal executive office)
                                     
                                     
                                     
                                     
                                     
                                     
                                     
<PAGE> 2                                     

Wickes Lumber Company
Retirement Savings Plus Plan


Table of Contents
- -----------------

                                                               Page(s)
                                                               -------

Report of Independent Accountants                                 1

Financial Statements:
 Statement of Net Assets Available for Benefits
   as of December 31, 1996                                        2

 Statement of Net Assets Available for Benefits
   as of December 31, 1995                                        3

 Statement of Changes in Net Assets Available for Benefits
   for the year ended December 31, 1996                           4

 Notes to Financial Statements                                   5-12



Supplemental Schedules:
 Item 27a - Schedule of Assets Held for Investment Purposes
   as of December 31, 1996                                      13-14

 Item 27d - Schedule of Reportable (5%)
   Transactions - Individual Transactions
   for the year ended December 31, 1996                          15

 Item 27d - Schedule of Reportable (5%)
   Transactions - Series of Transactions
   for the year ended December 31, 1996                          16





Note:     Supplemental schedules required by the Employee Retirement Income
Security Act of 1974 that have not been included herein are not applicable
to the Plan.




<PAGE> 3

Report of Independent Accountants
- ---------------------------------

To the Trustees
Wickes Lumber Company Retirement Savings Plus Plan
Vernon Hills, Illinois

We  have  audited the accompanying statements of net assets  available  for
benefits  of  the Wickes Lumber Company Retirement Savings Plus  Plan  (the
"Plan")  as  of  December 31, 1996 and 1995, and the related  statement  of
changes  in  net assets available for benefits for the year ended  December
31,  1996.  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 audits.

We  conducted  our  audits in accordance with generally  accepted  auditing
standards.  Those standards require that we plan and perform the  audit  to
obtain reasonable assurance about whether the financial statements are free
of  material  misstatement.  An audit includes examining, on a test  basis,
evidence   supporting  the  amounts  and  disclosures  in   the   financial
statements.   An  audit  also includes assessing the accounting  principles
used  and  significant estimates made by management, as well as  evaluating
the  overall financial statement presentation.  We believe that our  audits
provide a reasonable basis for our opinion.

In  our  opinion,  the  financial statements, referred  to  above,  present
fairly, in all material respects, the net assets available for benefits  as
of  December 31, 1996 and 1995 and the changes in net assets available  for
benefits  for the year ended December 31, 1996 in conformity with generally
accepted accounting principles.

Our  audits  were performed for the purpose of forming an  opinion  on  the
basic financial statements taken as a whole.  The supplemental schedules of
Assets  Held  for  Investment  Purposes  and  Reportable  Transactions  are
presented  for  the purpose of additional analysis and are not  a  required
part  of  the basic financial statements, but are supplementary information
required  by the Department of Labor's Rules and Regulations for  Reporting
and  Disclosure under the Employee Retirement Income Security Act of  1974.
The  Fund information in the statement of net assets available for benefits
and  the  statement  of  changes in net assets available  for  benefits  is
presented for the purpose of additional analysis rather than to present the
net  assets available for benefits and changes in net assets available  for
benefits  of  each  fund.  The supplemental schedules and Fund  Information
have been subjected to the auditing procedures applied in the audit of  the
basic  financial statements and, in our opinion, are fairly stated  in  all
material respects in relations to the basic financial statements taken as a
whole.

                                               /s/ Coopers & Lybrand L.L.P.


Chicago, Illinois
June 16, 1997

                                       1

<PAGE> 4

Wickes Lumber Company
Retirement Savings Plus Plan
<TABLE>

Statement of Net Assets Available for Benefits with Fund Information
- --------------------------------------------------------------------
December 31, 1996
<CAPTION>
                                     
                                     
                                                        Fixed        Equity        Equity       Fidelity        Company             
                                       Loan             Rate         Income        Growth       Balanced        Stock          
                                       Fund             Fund          Fund          Fund          Fund          Fund         Total

<S>                                <C>             <C>           <C>          <C>            <C>          <C>         <C>
Assets:
  Receivables:
    Employer contributions                         $      1,887  $    16,331  $     (1,060)  $    (7,880) $     3,723 $      13,001
      Employee contributions                            (32,231)      16,772           750         7,424       (3,182)      (10,467)
      Interest                                           10,854          166         2,192            27           17        13,256
      Interfund receivable (payable)                      8,283       91,883       (78,808)      (16,024)      (5,334)     
                                                   ------------  -----------  ------------  ------------  -----------  ------------
          
          Total receivables                             (11,207)     125,152       (76,926)      (16,453)      (4,776)       15,790
                                                                      
Investments at fair value:                                                                
   Interest-bearing cash                             18,699,754        1,485         1,293         6,142        6,562    18,715,236
   Registered investment entities                                               19,019,810                               19,019,810
   Company stock                                                                                               526,796      526,796
   Receivables from unsettled sales                                9,038,638                     666,421                  9,705,059
   Participant loans                 $  2,044,302                                                                         2,044,302
                                     ------------  ------------  -----------  ------------  ------------  -----------  ------------
                                        2,044,302    18,699,754    9,040,123    19,021,103       672,563      533,358    50,011,203

Investments at contract value:                   
   Investment contracts                              15,550,771                                                          15,550,771
   Contracts with insurance companies                 8,283,277                                                           8,283,277
                                     ------------  ------------  -----------  ------------  ------------  -----------  ------------

        Total investments               2,044,302    42,533,802    9,040,123    19,021,103       672,563      533,358    73,845,251
                                     ------------  ------------  -----------  ------------  ------------  -----------  ------------
                                     
Net assets available for benefits    $  2,044,302  $ 42,522,595  $ 9,165,275  $ 18,944,177  $    656,110  $   528,582  $ 73,861,041
                                     ============  ============  ===========  ============  ============  ===========  ============
                                     
</TABLE>
                                     
                                                                             
                                     
     The accompanying notes are an integral part of the financial statements.

                                       2


<PAGE> 5

Wickes Lumber Company
Retirement Savings Plus Plan

<TABLE>

Statement of Net Assets Available for Benefits with Fund Information
- --------------------------------------------------------------------
December 31, 1995

<CAPTION>
                                                     Fixed          Equity          Equity        Fidelity     Company
                                     Loan            Rate           Income          Growth        Balanced      Stock     
                                     Fund            Fund            Fund            Fund           Fund        Fund           Total

<S>                                 <C>          <C>             <C>           <C>           <C>          <C>           <C> 
Assets:                           
Receivables:
      Employer contributions                      $     (4,408)  $        314  $        398  $        184  $      (649) $    (4,161)
      Employee contributions                             7,121          3,518         2,251           940       (1,160)      12,670
      Interest                                         174,349             52           147            18       (4,335)     170,231
      Interfund receivable (payable)                  (454,549)       148,719       276,565         4,684       24,581         
                                                  ------------   ------------  ------------  ------------  -----------   ----------
          Total receivables                           (277,487)       152,603       279,361         5,826       18,437      178,740
                                                                                                                         
Investments at fair value:
   Interest-bearing cash                             1,727,491         46,739        81,471         8,982       19,277    1,883,960
   Registered investment entities                                   6,534,980    17,940,321       486,791                24,962,092
   Company stock                                                                                               314,820      314,820
   Participant loans                 $  1,869,863                                                                         1,869,863
                                     ------------  ------------  ------------  ------------  ------------  -----------  -----------
                                        1,869,863     1,727,491     6,581,719    18,021,792       495,773      334,097   29,030,735

Investments at contract value:
       
   Investment contracts                              28,977,147                                                          28,977,147
   Contracts with insurance companies                16,386,514                                                          16,386,514
                                    ------------   ------------  ------------  ------------  ------------  -----------  -----------
        Total investments              1,869,863     47,091,152     6,581,719    18,021,792       495,773      334,097   74,394,396
                                    ------------   ------------  ------------  ------------  ------------  -----------  -----------

Net assets available for benefits   $  1,869,863   $ 46,813,665  $  6,734,322  $ 18,301,153  $    501,599  $   352,534 $ 74,573,136
                                    ============   ============  ============  ============  ============  ===========  ===========

</TABLE>

     The accompanying notes are an integral part of the financial statements.

                                       3

<PAGE> 6

Wickes Lumber Company
Retirement Savings Plus Plan
<TABLE>

Statement of Changes in Net Assets Available for Benefits with Fund Information
- -------------------------------------------------------------------------------
for the year ended December 31, 1996
                                                  
<CAPTION>
                                                  
                                                      Fixed        Equity        Equity        Fidelity       Company
                                        Loan          Rate         Income        Growth        Balanced        Stock
                                        Fund          Fund          Fund          Fund           Fund           Fund         Total

<S>                              <C>            <C>           <C>           <C>           <C>            <C>           <C>     
Additions:                                                    
Employer contributions                           $    698,133  $    249,285  $    434,572  $     32,786  $     32,304  $  1,447,080
   Employee contributions                           1,820,429       702,073     1,320,115       131,269        85,891     4,059,777
   Rollovers                                           26,320        50,322        31,252        21,341         1,103       130,338
   Interest income                                  2,985,408         3,506         4,978           509        22,470     3,016,871
   Interest on participant loans                       79,980        21,789        38,278         1,671           698       142,416
   Net depreciation in the fair
       value of investments                                                                                  (116,826)     (116,826)
   Net gain from registered 
      investment entities                                         1,520,007     2,036,611       57,075                    3,613,693
                                                 ------------  ------------  ------------  ------------  ------------  ------------
         Total additions                            5,610,270     2,546,982     3,865,806       244,651        25,640    12,293,349
                                                 ------------  ------------  ------------  ------------  ------------  ------------
 
Deductions:
   Payments to participants        $    270,502     8,143,939     1,415,920     2,670,784        99,017        36,739    12,636,901
   Administrative expenses and other                  279,767        22,691        45,077         4,874        16,134       368,543
                                   ------------  ------------  ------------  ------------  ------------  ------------  ------------

        Total deductions                270,502     8,423,706     1,438,611     2,715,861       103,891        52,873    13,005,444
                                   ------------  ------------  ------------  ------------  ------------  ------------  ------------

Loans to participants                 1,270,742      (759,285)     (173,377)     (322,449)       (7,134)       (8,497)      
 
Loan repayments                        (825,801)      457,615       117,220       236,473        10,740         3,753

Net transfers among funds                          (1,175,964)    1,378,739      (420,945)       10,145       208,025
                                    -----------  ------------  ------------  ------------  ------------  ------------  ------------
                            
Net increase (decrease) in plan assets  174,439    (4,291,070)    2,430,953       643,024       154,511       176,048      (712,095)

Net assets available for benefits,
      beginning of year               1,869,863    46,813,665     6,734,322    18,301,153       501,599       352,534    74,573,136
                                   ------------  ------------  ------------  ------------  ------------  ------------  ------------
Net assets available for benefits,
      end of year                  $  2,044,302  $ 42,522,595  $  9,165,275  $ 18,944,177  $    656,110  $    528,582  $ 73,861,041
                                   ============  ============  ============  ============  ============  ============  ============
                                     
</TABLE>
                                     
                                     
     The accompanying notes are an integral part of the financial statements.
                                     
                                       4

<PAGE> 7

WICKES LUMBER COMPANY
RETIREMENT SAVINGS PLUS PLAN

Notes To Financial Statements
- -----------------------------


 1.  Description of the Plan
 ---------------------------  

   The  following  description  of  the Wickes  Lumber  Company  Retirement
   Savings  Plus  Plan  (the  "Plan") provides  only  general  information.
   Reference  should  be  made to the plan document  for  a  more  complete
   description of the Plan's provisions.
   
   The  Plan  is  designed  to encourage and assist eligible  employees  of
   Wickes  Inc.  (the "Company") to adopt a regular program of  savings  to
   provide additional security for their retirement.  There were 2,641  and
   3,243  employees  participating in the Plan at  December  31,  1996  and
   1995, respectively.
   
   
   
 2.  Summary of Significant Accounting Policies
 ----------------------------------------------   

   The  financial  statements  of the Plan have  been  prepared  using  the
   accrual  basis  of  accounting  and are  in  accordance  with  generally
   accepted accounting principles.
   
   The  significant accounting policies followed by the Plan are summarized
   as follows:
   
     a. Valuation of Investments
     -----------------------------   

        Investments in securities and registered investment  entities
        are  stated  at fair value based on published market quotations  in
        an  active  market except for short-term securities and  guaranteed
        group  annuity  contracts,  which are recorded  at  their  contract
        value,  which represents contributions and reinvested  income  less
        withdrawals.
        
     b. Investment Transactions and Investment Income
     -------------------------------------------------   

        Investment  transactions  are  accounted  for  on  the  dates
        purchases  or  sales are executed.   Dividends  are  recognized  as
        income on the ex-dividend date and interest is accrued as earned.
        
        The Plan presents, in the statement of changes in net assets,
        the   net  appreciation  (depreciation)  in  fair  value   of   its
        investments  which consists of the realized gains  and  losses  and
        the unrealized appreciation (depreciation) on those investments.
        
     c. Allocation to Participants' Accounts
     ---------------------------------------   

        Investment income and realized and unrealized investment gains or
        losses applicable to participants' investments are allocated based on
        the ratio of the individual participant's equity in the fund to total
        fund equity as of the respective valuation date.
   
                                        5   
                                        
<PAGE> 8   

 2.  Summary of Significant Accounting Policies, continued
 ---------------------------------------------------------    

     d. Expenses
     -----------   

        Certain  investment expenses are paid by the Plan.   For  the
        year ended December 31, 1996 these expenses totaled $357,543.
        
     e. Use of Estimates
     -------------------   

        The  preparation of financial statements in  conformity  with
        generally  accepted  accounting principles requires  management  to
        make estimates and assumptions that affect the reported amounts  of
        assets  and  liabilities and disclosure of  contingent  assets  and
        liabilities  at  the  dates  of  the financial  statement  and  the
        reported  amounts  of  revenues and expenses during  the  reporting
        periods.  Actual results could differ from those estimates.
        
     
     
 3.  Contributions
 -----------------             

   Under  the  terms  of  the  Plan, subject to certain  limitations,  each
   participant  can  contribute between 2% and 8% of eligible  pay  through
   salary  reduction on a before-tax basis and between 1% and  15%  of  pay
   though  a payroll deduction on an after-tax basis.  The total before-tax
   and  after-tax contributions cannot exceed 15% of pay.  Participants may
   elect  to  change their contribution percentages on January 1, April  1,
   July  1  or October 1 of any year.  The contributions actually  made  by
   participants  and  the Company may not cause the  Plan  to  violate  the
   limitations on contributions to defined contribution plans as set  forth
   in  Section  415 of the Internal Revenue Code of 1986 (the  Code).   The
   Code  also  imposes,  among  other things, a dollar  limitation  on  the
   amount  of  before-tax contributions for a calendar year.  For  1996,  a
   participant's before-tax contribution was limited to $9,500.
   
   The Plan provides that the Company contribute:  (a) a matching amount equal
   to 50% of the first 5% of compensation contributed by each participant
   as before-tax contributions and any after-tax contributions which are
   deemed to be before-tax contributions as defined in the Plan, but the
   contribution cannot exceed 5% of the participant's pay; and (b) a
   "Supplemental Contribution" as defined in the Plan.  In addition, the
   Company may make an additional, discretionary "Profit Sharing Bonus
   Contribution" in an amount determined by the Board of Directors, up to
   50% of the amount of matching contributions in the form of cash or
   Company common stock.
    
                                       6
<PAGE> 9

   4.  Vesting and Forfeitures
   --------------------------- 

   The  participants'  before-tax and after-tax contribution  accounts  are
   fully  vested  and  nonforfeitable  at  all  times.   The  participants'
   company  contribution  account becomes 50% vested  after  two  years  of
   credited  service, 75% vested after three years of credited service  and
   100%  vested  after  four years of credited service.  The  participants'
   company  contribution  account  also  becomes  fully  vested  upon   (a)
   attainment of age 65, (b) total and permanent disability, (c)  death  or
   (d)  termination  of  the Plan.  An employee earns a  year  of  credited
   service  for  each  year of employment with the employer  or  any  other
   member of the group.
   
   Terminated   participants  forfeit  any  nonvested   portions   of   the
   employer's contributions at the date of termination.    These  forfeited
   amounts  are  applied to reduce the employer matching  contributions  or
   used  to  restore  forfeited accounts.  Total  forfeitures  approximated
   $43,000 for each of the years ended 1996 and 1995.
   
   
   
   5.  Distributions
   ----------------- 

   Distributions are made to a participant (or elected beneficiaries) in  a
   single  distribution.  Distributions must be made  not  later  than  the
   60th day after the later of the close of the Plan year in which:
   
     a.  The  participant  terminates  his/her  employment  with  all
        employers (as defined in the Plan) and their affiliates and  elects
        distribution, or
        
     b.  The participant reaches age 65 after termination.
        
   In  all  cases, payments of minimum distributions must be  made  by  the
   April 1 following the year in which the participant reaches 70 1/2  even
   if he has not retired.
   
   
   
 6.  Withdrawals and Loans to Participants
 -----------------------------------------   

   Participants may make one withdrawal in any 12-month period  from  their
   after-tax  account including any related earnings.  Funds  from  before-
   tax  savings accounts can only be withdrawn once in any six-month period
   in  the  event  of a severe financial hardship and only for  the  amount
   needed  to cover the financial emergency. Once in any 12-month period  a
   participant who has reached age 59 1/2 may withdraw all of any  part  of
   his vested account.
   
   Participants may obtain loans from their employee contribution  account.
   Participants  can  borrow  up  to 1/2 of the  value  of  their  employee
   contribution account not to exceed $50,000 less the highest  outstanding
   loan  balance from the previous twelve months.  The minimum loan  amount
   is  $1,000.   The  term of the loan can be up to five years  unless  the
   loan  is  for the purchase of a principal residence, in which  case  the
   term  can be up to twenty years.  Interest rates are based on the  prime
   interest rate set by a national commercial banking institution.
   
                                       7

<PAGE> 10

 7.  Investment Elections
 ------------------------   

   Participants  have  the option of investing their before-tax,  after-tax
   and  matching contributions, in increments of 5%, in one or more of  the
   funds listed below.  A brief description of each fund follows:
   
     a. Fixed  Rate Fund - This fund is invested primarily  in  money
        market  instruments, contracts with insurance companies (guaranteed
        insurance    contracts)   and   synthetic   guaranteed   investment
        contracts.  Interest earned is a blend of the rates.
        
     b. Equity  Income  Fund  -  This fund is invested  primarily  in
        common  stocks that have historically produced dividends.  Dividend
        yield will vary depending on the securities held in the portfolio.
        
     c. Equity  Growth  Fund - This fund is invested primarily  in  a
        registered investment entity which invests in a variety  of  common
        stocks.   The  stocks  purchased  by  the  fund  are  expected   to
        appreciate in value because of their high growth profile.
        
     d. Fidelity  Balanced Fund - This fund is invested primarily  in
        common and preferred stocks and bonds.
        
     e. Company  Stock  Fund - This fund is invested  in  the  common
        stock of the Company.
        
   None  of  the  foregoing funds guarantees a return to  the  participant.
   Dividend  and interest income received on investments in each  fund  are
   reinvested in the same fund.
   
   Supplemental  contributions and cash profit sharing bonus  contributions
   shall   be  invested  based  on  the  individual  employees'  investment
   elections.
   
   Any  discretionary  profit sharing bonus contribution  in  the  form  of
   Company common stock shall be invested in the Company Stock Fund and  is
   restricted until the end of the Plan year in which it was contributed.
   
   A  participant may elect to change his/her investment election and/or to
   transfer,  between funds, all or a part, in multiples of 5%  of  his/her
   employee  contribution  account and company contribution  account  on  a
   monthly basis.
   
                                       8

<PAGE> 11

 8.  Federal Income Taxes
 ------------------------   

   The  Internal  Revenue  Service (IRS) has determined  and  informed  the
   Company  by  letter  dated  May  24,  1995,  indicating  that  the  Plan
   including  all amendments adopted on December 22, 1994 is qualified  and
   the  trust  established  under the Plan is  tax-exempt  as  designed  in
   accordance  with the applicable sections of the Internal  Revenue  Code.
   As  of December 31, 1996, there had been no amendments to the Plan since
   the  date  of  the latest determination letter.  The plan  administrator
   believes  that  the  Plan is currently designed and  being  operated  in
   compliance  with  the  applicable requirements of the  Internal  Revenue
   Code.   Further,  the  plan administrator believes  that  the  Plan  was
   qualified and the related trust was tax-exempt as of December 31, 1996.
   
   
   
 9.  Investments
 ---------------    

   The  following  investments represent 5% or more of the  assets  of  the
   Plan at December 31, 1996 and 1995:
   
                                         1996              1995

 Short-term Liquid Reserve Fund    $  18,715,236     
 
 Fidelity Equity Income Fund           9,038,638    $    6,534,980

 Fidelity Magellan Fund               19,019,810        17,940,321

 Banker's Trust Managed Synthetic 
 Guaranteed Investment Contract       13,055,735        12,265,056


                                       9

<PAGE> 12

10. Benefit Claims Payable and Difference in Value of Certain Investment 
- ------------------------------------------------------------------------
Contracts
- ---------   
   
   Amounts  allocated  to  accounts  of persons  who  have  withdrawn  from
   participation in the earnings and operations of the Plan  but  have  not
   yet  been  disbursed  as  of  the last day of  the  plan  year  and  the
   difference  between  contract value and fair  value  for  fully  benefit
   responsive investment contracts held by banks, which are stated at  fair
   value  in  the  Form 5500, since they do not qualify for contract  value
   reporting  in  the  Form  5500, are stated  at  contract  value  in  the
   financial statements, are as follows:
   
<TABLE>
 
                                                                  1996                1995
<S>                                                          <C>                <C>   
 Statements of net assets available for benefits:             
 Net assets per Form 5500                                    $   73,999,777     $   74,111,198
   Plus: Benefit claims payable                                      10,633            961,134
   Less: Difference between Fair Value and Contract       
            Value of certain investment contracts                   149,369            499,196
                                                             --------------     --------------

 Net assets per Statement of Net Assets
      Available for Benefits                                 $   73,861,041     $   74,573,136
                                                             ==============     ==============
 
 
 Statements of changes net assets available for benefits:
   Net decrease as reported on Form 5500                     $    (111,421)
   Less:  Distributions payable to terminated
            employees - beginning of year                         (961,134)
   Add:  Distributions payable to terminated
            employees - end of year                                 10,633
   Less: Difference between Fair Value and Contract
            Value of certain investment contracts                 (149,369)
   Add:  Prior year difference between Fair Value and
               Contract Value of certain investment contracts      499,196
                                                              ------------
 
 Net decrease as reported in
         financial statements                                $    (712,095)
                                                             =============
</TABLE>

11.  Termination of the Plan
- ----------------------------     

   Although it has not expressed any intent to do so, the Company reserves the
   right to terminate the Plan at any time for any reason, subject to the
   provisions of ERISA.  Upon termination of the Plan, all participants
   will become fully vested in their accounts and entitled to a
   distribution.
   
                                       10

<PAGE> 13

12.     Concentration of Credit Risk
- ------------------------------------   

   Certain  investments  in financial instruments potentially  subject  the
   Plan  to  concentrations  of  credit risk.   The  financial  instruments
   consist  of  investment  contracts with insurance  companies  and  other
   financial  institutions,  interest bearing cash,  shares  of  registered
   investment companies, and shares of common stock.  The Company does  not
   anticipate  any adverse effect of its financial position resulting  from
   its  investment  in these instruments.  No collateral or other  security
   is   required   by   the  Trustee  to  collateralize   these   financial
   instruments.
   
  
 
13.  Investment and Insurance Contracts
- ---------------------------------------   

   The  fair  value  of  the insurance and investment contracts  (including
   accrued  interest)  at December 31, 1996 and 1995  was  $24,136,993  and
   $46,715,000, respectively.  The average yield of assets on December  31,
   1996  and  1995  was  6.09% and 6.88%, respectively and  the  return  on
   assets  (crediting interest rate) for the year ended December  31,  1996
   and  1995,  was  6.99% and 7.02%, respectively.  There are  no  reserves
   against  contract  values  for  credit  risk  of  contract  issuers   or
   otherwise.   Comparable  duration Wall Street Journal  GIC  Index  rates
   were  used  as  the  discount factor within  the  discounted  cash  flow
   formula  to  arrive  at  the above aggregate  fair  value.   A  standard
   present  value  calculation has been employed to  arrive  at  a  current
   value  for  each  cash flow within a contract.  The sum of  the  present
   values for each contract's cash flows is the estimated total fair  value
   for  that  contract.   All of the contract fair values  are  then  added
   together  to arrive at the above aggregate fair value for the  insurance
   and investment contracts.
   
   The Fixed Rate Fund contains an indexed managed synthetic GIC.  This  is
   a  portfolio  of securities owned by the Fund with a benefit-responsive,
   book-value  "wrap"  contract associated with the  portfolio.   The  wrap
   contract  amortizes market value gains and losses over the  duration  of
   the  portfolio assuring that book-value, benefit-responsive payments can
   be  made for participant withdrawals.  The crediting rate on the managed
   synthetic resets periodically and will have an interest rate of no  less
   than 0%.
   
   In  the absence of an actively traded market, discounted cash flows  are
   only  an  estimate of the contract's economic value.  These  values  are
   not  a  useful  value for participant statement purposes  nor  are  they
   representative  of the value which may be received from these  contracts
   in  either  a  participant disbursement or an early termination  of  the
   contract.
   
   Certain employer initiated events (e.g., layoffs, bankruptcy, store
   closings, plan termination, mergers, early retirement incentives) are
   not eligible for book value disbursements even from fully benefit
   responsive contracts.  These events may cause liquidation of all or a
   portion of a contract at a market value adjustment.
   
                                       11

<PAGE> 14

14.  Subsequent Events
- ----------------------   

   Beginning  January  1,  1997, the Company made several  changes  to  the
   Plan.   These  changes have been described in the updated  Summary  Plan
   Description  which was submitted to the Department of Labor  on  May  1,
   1997.   The more significant modifications to the Plan include: a change
   of  the Plan name from the Wickes Lumber Company Retirement Savings Plus
   Plan  to  the  Wickes Lumber Company 401(k) Plan.  A change  in  service
   providers,  a change to a Self-Trusteed Plan and a change from  five  to
   nine  funds  available  for  investment.   The  majority  of  the  funds
   available  to  invest in are Fidelity Advisor Funds, with the  exception
   of the Fidelity Magellan and Company Common Stock Fund.
   

                                       12


<PAGE> 15

                          SUPPLEMENTAL SCHEDULES
                                     


Wickes Lumber Company
Retirement Savings Plus Plan
<TABLE>

Item 27a - Schedule of Assets Held for Investment Purposes
- ----------------------------------------------------------
December 31, 1996
<CAPTION>
<S>     <S>                                           <S>                                    <C>                 <C> 
                                                                                                                         (e)
                                                                                                                      Current/
                       (b)                                           (c)                            (d)               Contract
(a)            Identity of Issue                         Description of Investment                  Cost               Value

         Fixed Rate Fund:
           Short-Term Fund:
               Liquid Reserve Fund - Commingled
                   Employee Benefit Trust             Money Market, 5.49%                    $   18,699,754      $   18,699,754

           Insurance Policies:
               Metropolitan Life Insurance Co.
                    Contract 18565B                   Guaranteed Annuity Contract, 6.60%          1,192,286           1,192,286
               Metropolitan Life Insurance Co.
                    Contract 18572B                   Guaranteed Annuity Contract, 7.25%          1,554,361           1,554,361
               Peoples Security                       Guaranteed Annuity Contract,
                    Contract #BDA 00447                   7.44%, due 9/15/99                      3,536,630           3,536,630
               New York Life Insurance Co.            Guaranteed Annuity Contract,
                    Contract #30256                       7.22%, due 9/15/2000                    2,000,000           2,000,000

           Investment contracts:
               Banker's Trust Managed Benefit         Managed Synthetic Guaranteed
                 Securities Investment Contract       Investment Contract, Various
                                                      Indexed Bond Funds                         13,055,736          13,055,736
            Provident Life and Accident Insurance
                    Company Contract #630-05587,      Buy/hold synthetic
                    FHLMC 1602 CL-PD                    Guaranteed Investment Contract            2,501,172           2,495,035
                                                                                             --------------      --------------
                                                                                              
                                        Total Fixed Rate Fund                                    42,539,939          42,533,802
                                                                                             --------------      --------------

           Equity Income Fund:
               Short-Term Fund:
                    Liquid Reserve Fund-Commingled
                        Employee Benefit Trust        Money Market, 5.49%                             1,485               1,485

               Other:
                    Receivables                       Proceeds of unsettled sales                 9,038,638           9,038,638
                                                                                             --------------      --------------
                                                                                                  
                                        Total Equity Income Fund                                  9,040,123           9,040,123
                                                                                             --------------      --------------

           Equity Growth Fund:
               Short-Term Fund:
                  Liquid Reserve Fund - Commingled
                        Employee Benefit Trust        Money Market, 5.49%                             1,293               1,293

               Mutual Funds:
                    Fidelity Magellan Fund            Registered Investment Entity               16,446,703          19,019,810
                                                                                             --------------      --------------
                                        
                                        Total Equity Growth Fund                                 16,447,996          19,021,103
                                                                                             --------------      --------------
</TABLE>

                                       13

<PAGE> 16

Wickes Lumber Company
Retirement Savings Plus Plan
<TABLE>

Item 27a - Schedule of Assets Held for Investment Purposes, Continued
- ---------------------------------------------------------------------
December 31, 1996
<CAPTION>
<S>        <S>                                        <S>                                    <C>                 <C>
                                               
                                                                                                                         (e)
                                                                                                                       Current/
                      (b)                                            (c)                            (d)                Contract
(a)             Identity of Issue                        Description of Investment                  Cost                Value

           Fidelity Balanced Fund:
               Short-Term Fund:
                 Liquid Reserve Fund - Commingled
                     Employee Benefit Trust           Money Market, 5.49%                    $        6,142      $        6,142

               Other:
                    Receivables                       Proceeds of unsettled sales                   666,421             666,421
                                                                                             --------------      --------------
                                   
                                   Total Fidelity Balanced Fund                                     672,563             672,563
                                                                                             --------------      --------------
           
           Company Stock Fund:
              Short-Term Fund:
                 Liquid Reserve Fund - Commingled
                     Employee Benefit Trust           Money Market, 5.49%                             6,562               6,562

               Retail Sales:
                    Wickes Lumber Co.                 Company Stock, 128,193 shares                 794,297             526,796
                                                                                             --------------      --------------
                                   
                                   Total Company Stock Fund                                         800,859             533,358
                                                                                             --------------      --------------
           
           Loan Fund:
               Participant loans                      Participant Loans, 6%-11%                     -                 2,044,302
                                                                                             --------------      --------------
                                   
                                   Total Loan Fund                                                  -                 2,044,302
                                                                                             --------------      --------------

                                   Total Investments                                         $   69,501,480      $    73,845,251
                                                                                             ==============      ===============
</TABLE>

                                       14

<PAGE> 17

Wickes Lumber Company
Retirement Savings Plus Plan

<TABLE>

Item 27d - Schedule of Reportable
- ---------------------------------
5% Transactions  - Individual Transactions
- ------------------------------------------
December 31, 1996
<CAPTION>

     <S>             <S>             <C>           <C>           <C>        <C>          <C>           <C>           <C>

         (a)              (b)              (c)           (d)        (e)         (f)          (g)           (h)          (i)
     Identity of     Description of      Purchase      Selling     Lease      Expense      Cost of       Current        Net
        Issue            Asset            Price         Price      Rental     Incurred      Asset         Value         Gain
                                                                                                
    Liquid Reserve     Commingled             
        Fund            Employee
                      Benefit Trust   $  14,599,877                                     $ 14,559,877   $ 14,559,877

    Fidelity Mutual    Registered  
        Fund           Investment 
                         Entity                      $  9,038,638                          7,277,239      9,038,638   $  1,761,399

</TABLE>

                                       15

<PAGE> 18

Wickes Lumber Company
Retirement Savings Plus Plan
<TABLE>

Item 27d - Schedule of Reportable
- ---------------------------------
5% Transactions  - Series of Transactions
- -----------------------------------------
December 31, 1996
<CAPTION>

<S>                        <S>                                 <C>          <C>       <C>              <C>           <C>
                                                                                       
                                                               Number of    Number of                                     Net Gain
Identity of Issue               Description of Asset           Purchases      Sales       Purchases        Sales          or (Loss)

 Fixed Rate Fund:
   Liquid Reserve Fund     Commingled Employee Benefit Trust       82                  $   27,877,991
   Liquid Reserve Fund     Commingled Employee Benefit Trust                   59                       $ 10,905,728

 Equity Income Fund:
   Liquid Reserve Fund     Commingled Employee Benefit Trust       69                       3,855,163
   Liquid Reserve Fund     Commingled Employee Benefit Trust                   59                          3,900,417
   Mutual Fund             Registered Investment Entity            26                       3,120,186
   Mutual Fund             Registered Investment Entity                        14                         10,619,978  $   2,058,216

 Equity Growth Fund:
   Liquid Reserve Fund     Commingled Employee Benefit Trust       65                       4,443,638
   Liquid Reserve Fund     Commingled Employee Benefit Trust                   66                          4,523,816
   Fidelity Magellan Fund  Registered Investment Entity            23                       4,866,859
   Fidelity Magellan Fund  Registered Investment Entity                        16                          2,882,684        394,825


</TABLE>
                                     
                                       16                                      


<PAGE> 19

                           REQUIRED INFORMATION
                                     
The  Wickes Lumber Company Retirement Savings Plus Plan is subject to ERISA
and  elects  to  file Plan financial statements and schedules  prepared  in
accordance with the financial reporting requirements of ERISA as  permitted
by Paragraph 4.
                                     
                                     
                            ADDITIONAL EXHIBIT

          Exhibit

              B     Consent of Coopers and Lybrand, LLP
                                     
                                     
                                SIGNATURES
                                     
Pursuant  to the requirements of the Securities and Exchange Act  of  1934,
the  Plan's Administrative Committee has duly caused this annual report  to
be signed by the undersigned hereunto duly authorized.



                                WICKES LUMBER COMPANY       
                             RETIREMENT SAVING PLUS PLAN
                                   (Name of Plan)
                                     
Date: June 26, 1997
                                     
                                     
                                     
                                     
                                     
                              By:  / s / Kenneth M. Kirschner
                                  ---------------------------
                              Kenneth M. Kirschner
                              Trustee of the Plan





                                                                  EXHIBIT B
                                                                           
                                                                           
                    CONSENT OF INDEPENDENT ACCOUNTANTS
                                     
We hereby consent to the incorporation by reference in the previously filed
Registration Statement on Form S-8 (No. 33-88010) of the Wickes Lumber
Company of our report dated June 16, 1997 appearing on pages 1 of this
Annual Report on Form 11-K of the Wickes Lumber Company Retirement Savings
Plus Plan for the year ended December 31, 1996.


/s/ Cooper & Lybrand L.L.P.


Cooper & Lybrand L.L.P.
Chicago, Illinois
June 26, 1997


                                     

                                     
                                     
                                     



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