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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] AMENDMENT NUMBER 1 TO ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-22702
ROBERDS, INC.
An Ohio Corporation 31-0801335
(IRS Employer Identification Number)
1100 East Central Avenue
Dayton, Ohio 45449-1888
(937) 859-5127
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Shares, without par value
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 requirements
for the past 90 days. Yes X No
-- --
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
At the close of trading on January 31, 1997, 5,964,830 common shares, without
par value, were outstanding. Of these, 1,812,789 common shares, having an
aggregate market value (based upon the average of the high and low trading
prices on that date) of approximately $14,955,509, were held by non-affiliates
of the Registrant. Common shares held by each executive officer and director,
and by each person who owned five percent or more of the outstanding common
shares, were excluded, in that such persons may be deemed to be affiliates.
However, such calculation does not constitute an admission or determination that
any such officer or director or holder of more than five percent of the
outstanding common shares is in fact an affiliate of the Registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for its 1997 annual meeting of
shareholders are incorporated into Part III herein by reference.
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Pursuant to Rule 15d-21 under the Securities Exchange Act of 1934, the
undersigned registrant (the "Registrant") hereby amends its annual report on
Form 10-K for the fiscal year ended December 31, 1996 to include the following
information, financial statements, and exhibits required by Form 11-K with
respect to the Roberds, Inc. Employee Stock Purchase Plan (the "Plan") for the
year ended December 31, 1996. Roberds, Inc. is the issuer of the securities held
pursuant to the Plan. The schedules called for under Article 6A-05 in Regulation
S-X have been omitted because they are inapplicable or the required information
has been given in the financial statements or notes thereto:
ROBERDS, INC. EMPLOYEE STOCK PURCHASE PLAN
TABLE OF CONTENTS
PAGE
Independent Auditors' Report 3
Financial Statements:
Statements of Financial Condition
as of December 31, 1996 and 1995 4
Statements of Operations and Changes in
Participants' Equity for the Years Ended
December 31, 1996, 1995, and 1994 5
Notes To Financial Statements 6
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INDEPENDENT AUDITORS' REPORT
Members of the Compensation Committee
Roberds, Inc. Employee Stock Purchase Plan
Dayton, Ohio
We have audited the accompanying statements of financial condition of the
Roberds, Inc. Employee Stock Purchase Plan (the Plan) as of December 31, 1996
and 1995, and the related statements of operations and changes in participants'
equity for each of the three years in the period 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, such financial statements present fairly, in all material
respects, the financial condition of Roberds, Inc. Employee Stock Purchase Plan
at December 31, 1996 and 1995, and the results of its operations and the changes
in participants' equity for each of the three years in the period ended December
31, 1996, in conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
March 8, 1997
Dayton, Ohio
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ROBERDS, INC. EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 1996 AND 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS AND PARTICIPANTS' EQUITY 1996 1995
-------- --------
<S> <C> <C>
INVESTMENT IN SPONSOR COMPANY COMMON
STOCK, AT FAIR VALUE (NOTE E) $313,310 $260,748
EMPLOYEE CONTRIBUTIONS RECEIVABLE 22,573 26,615
CASH 111,817 110,968
-------- --------
ASSETS AND PARTICIPANTS' EQUITY $447,700 $398,331
======== ========
</TABLE>
See notes to financial statements.
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ROBERDS, INC. EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF OPERATIONS AND CHANGES IN PARTICIPANTS' EQUITY
YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
INCREASE IN PARTICIPANTS' EQUITY:
Employee contributions $324,828 $273,965 $235,202
Unrealized (depreciation) appreciation
of Roberds, Inc. common shares (17,472) 72,284 (21,186)
-------- -------- --------
Net increase 307,356 346,249 214,016
DECREASE IN PARTICIPANTS' EQUITY:
Distribution to withdrawn, terminated
or deceased employees 257,987 124,515 37,419
-------- -------- --------
NET INCREASE IN PARTICIPANTS' EQUITY 49,369 221,734 176,597
PARTICIPANTS' EQUITY:
Beginning of year 398,331 176,597
-------- --------
End of year $447,700 $398,331 $176,597
======== ======== ========
</TABLE>
See notes to financial statements.
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ROBERDS, INC. EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
- --------------------------------------------------------------------------------
A. PLAN DESCRIPTION
Roberds, Inc. established the Employee Stock Purchase Plan (the "Plan") in
November 1993. The Plan is designed and operated as an employee stock purchase
plan under section 423 of the Internal Revenue Code of 1986 and the regulations
thereunder. The Plan is not subject to provisions of the Employment Retirement
Income Security Act of 1974 ("ERISA"). The Plan is administered by a committee
of at least three persons appointed by the Board of Directors.
Employees who are members of the committee administering the Plan or any
employee who, immediately after the granting of an option, would own five
percent or more of any and all classes of stock are not entitled to participate
in the Plan. All other employees of Roberds, Inc. who are considered full-time
and have at least 90 days of continuous employment immediately prior to the
commencement of any option period are eligible to participate in the Plan.
Contributions are authorized through payroll deductions by participating
employees at any whole percentage rate up to a maximum of fifteen percent of
employees' compensation, not to exceed $25,000 (at fair market value) during any
calendar year. Price per share at time of purchase is the lesser of 85 percent
of fair market value per share on the first day or last day of offering period.
Shares acquired under the Plan may be resold by the participating employee
without registration under the Securities Act of 1933, as amended.
Offerings may be made under the Plan from time to time prior to December 31,
1999. The aggregate number of shares of stock that may be sold pursuant to all
offerings under the plan shall not exceed 150,000.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENTS - The common shares of Roberds, Inc. are valued at fair value. Fair
value is based upon the trading value of the stock on the NASDAQ exchange at the
close of the last business day of the Plan year.
PURCHASES OF SECURITIES are recorded on a trade-date basis.
PLAN TERMINATION - Although it has not expressed an intention to do so, the Plan
may be terminated at the option of the employer at any time subject to the
provisions of the Plan. If terminated, participants' interest will be
distributed in accordance with the Plan.
C. TAX STATUS
All income of the Plan will be distributed and is taxable directly to the
participants. Under Section 671 of the Internal Revenue Service Code, the Plan
is not a tax paying entity. Accordingly, the Plan is not subject to income
taxes. Therefore, no provision for income taxes is required for the Plan.
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D. ADMINISTRATION OF PLAN ASSETS
The Plan's assets, which consist of Roberds, Inc. common shares and cash, are
held by a custodian.
Employee contributions are held and managed by the custodian, who invests cash
received, interest and dividend income and makes distributions to participants.
Certain administrative functions are performed by officers or employees of
Roberds, Inc. or its subsidiaries. No such officer or employee receives
compensation from the Plan. Administrative expenses for the record keeper fees
are paid directly by Roberds, Inc.
E. INVESTMENTS
The Plan's investments in Roberds, Inc. common stock, at December 31, 1996 and
1995, are as follows:
<TABLE>
<CAPTION>
December 31,
1996 1995
---- ----
<S> <C> <C>
Number of shares 37,977 28,972
Market value $313,310 $260,748
Unrealized appreciation $ 33,626 $ 51,098
</TABLE>
At December 31, 1996 and 1995 there were obligations to distribute 901 and 355
shares of Roberds, Inc. common stock, respectively.
In January 1997, an additional 18,221 shares of Roberds, Inc. common stock were
purchased by the Plan at $7.23 per share.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(3) EXHIBITS
2.1 Certificate and Agreement of Merger between Dayton Factory Service,
Inc. and Registrant, filed October 1, 1993 as Exhibit 2.1 to
Registrant's Form S-1, Registration File No. 33-69876, and
incorporated herein by reference.
2.2 Certificate and Agreement of Merger between Roberds of Atlanta, Inc.
and Registrant, filed October 1, 1993 as Exhibit 2.2 to Registrant's
Form S-1, Registration File No. 33-69876, and incorporated herein by
reference.
2.3 Stock Purchase Agreement among Registrant, Kenneth W. Fletcher and
Donald C. Wright transferring all of the outstanding shares of
Roberds Service Company to Registrant, filed October 1, 1993 as
Exhibit 2.3 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.
2.4 Stock Purchase Agreement among Registrant, Kenneth W. Fletcher and
Donald C. Wright transferring all of the outstanding shares of
Roberd Insurance Agency, Inc. to Registrant, filed October 1, 1993
as Exhibit 2.4 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.
2.5 Certificate of merger of Roberds Service Company into Roberds, Inc.,
effective August 31, 1994, filed as Exhibit 2.5 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1994 and incorporated herein by reference.
3.1 Amended Articles of Incorporation of Registrant, filed January 10,
1994, as Exhibit 4.1 to Registrant's Form S-8, Registration File No.
33-73900, and incorporated herein by reference.
3.2 Amended Code of Regulations of Registrant, filed January 10, 1994,
as Exhibit 4.2 to Registrant's Form S-8, Registration File No.
33-73900, and incorporated herein by reference.
4.1 Amended Articles of Incorporation of Registrant (filed as Exhibit
3.1).
4.2 Amended Code of Regulations of Registrant (filed as Exhibit 3.2).
4.3 Specimen certificate for Registrant's Common Shares, filed October
1, 1993 as Exhibit 4.3 to Registrant's Form S-1, Registration File
No. 33-69876, and incorporated herein by reference.
4.3.1 Amended specimen certificate for Registrant's Common Shares,
reflecting the change in stock transfer agent to National City Bank,
Cleveland, Ohio, effective November 1, 1995, filed as Exhibit 4.3.1
to Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, and incorporated herein by reference.
4.4 Excluded from the exhibits are certain agreements relating to long
term debt which, individually, do not exceed 10% of the total assets
of Registrant. Registrant hereby undertakes to furnish a copy of
such agreements upon request by the Commission.
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10.1# Roberds, Inc. 1993 Stock Incentive Plan, filed October 1, 1993 as
Exhibit 10.1 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.
10.1.1# Amendment to Roberds, Inc. 1993 Stock Incentive Plan, filed as
Exhibit 99.1 to Registrant's Form S-1, File No. 33-97262, filed
September 25, 1995, and incorporated herein by reference.
10.1.2# Amendment to Roberds, Inc. 1993 Stock Incentive Plan, referred to in
Exhibit 10.1, effective as of November 1, 1996, and filed herewith.
10.2# Roberds, Inc. Employee Stock Purchase Plan, filed October 1, 1993 as
Exhibit 10.2 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.
10.2.1# Amendment to Roberds, Inc. Employee Stock Purchase Plan, referred to
in Exhibit 10.2, effective as of November 1, 1996, and filed
herewith.
10.3# Roberds, Inc. 1993 Outside Director Stock Option Plan, filed October
1, 1993 as Exhibit 10.3 to Registrant's Form S-1, Registration File
No. 33-69876, and incorporated herein by reference.
10.3.1# Amendment to Roberds, Inc. 1993 Outside Director Stock Option Plan,
referred to in Exhibit 10.3, effective as of November 1, 1996, and
filed herewith.
10.3.2# Roberds, Inc. Profit Sharing and Employee Retirement Savings Plan,
as amended, filed as Exhibit 99 to Registrant's Form S-8,
Registration File No. 33-81086, and incorporated herein by
reference.
10.3.3# Roberds, Inc. Amended and Restated Deferred Compensation Plan for
Outside Directors, effective 1996, filed as Exhibit 10.3.2 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, and incorporated herein by reference.
10.3.3.1# Amendment to Roberds, Inc. Amended and Restated Deferred
Compensation Plan for Outside Directors, referred to in Exhibit
10.3.3, effective as of February 27, 1996, and filed herewith.
10.3.3.2# Amendment to Roberds, Inc. Amended and Restated Deferred
Compensation Plan for Outside Directors, referred to in Exhibit
10.3.3, effective as of November 1, 1996, and filed as Exhibit 99.1
to Registrant's Form S-8, Registration File No. 333-19903, and
incorporated herein by reference.
10.4.1 Lease Agreement dated April 1, 1990 among Registrant, Kenneth W.
Fletcher and Donald C. Wright, relating to Registrant's facility
located at 1000 East Central Avenue, West Carrollton, Ohio, and
amendments thereto, filed October 1, 1993 as Exhibit 10.4.1 to
Registrant's Form S-1, Registration File No. 33-69876, and
incorporated herein by reference.
10.4.1.1 Assignment and Assumption Agreement in connection with the transfer
of ownership of Registrant's facility located at 1000 East Central
Avenue, West Carrollton, Ohio from Kenneth W. Fletcher and Donald C.
Wright, an Ohio general partnership, to Kenneth W. Fletcher,
individually, and assigning Registrant's related lease of the
property to Mr. Fletcher, all effective January 1, 1995, and filed
as Exhibit 10.4.1.1 to Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994 and incorporated herein by
reference.
10.4.1.2 Assignment and Assumption Agreement in connection with the transfer
of ownership of Registrant's facility located at 1000 East Central
Avenue, West Carrollton, Ohio from Kenneth W. Fletcher,
individually, to DAF Investments LTD., an Ohio limited liability
company controlled by Mr. Fletcher, and assigning Registrant's
related lease of the property to DAF Investments LTD., all effective
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January 1, 1995, and filed as Exhibit 10.4.1.2 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1994 and incorporated herein by reference.
10.4.1.3 Assignment and Assumption of Lease in connection with the transfer
of ownership of Registrant's facility located at 1000 East Central
Avenue, West Carrollton, Ohio from DAF Investments LTD., an Ohio
limited liability company controlled by Mr. Kenneth W. Fletcher, to
DAF West Carrollton Plaza, LTD., an Ohio limited liability company
controlled by Mr. Fletcher, and assigning Registrant's related lease
of the property to DAF West Carrollton Plaza, LTD., effective
January 14, 1997, and incorporated herein by reference and filed
herewith.
10.4.2 Lease Agreement dated April 1, 1990 among Registrant, Kenneth W.
Fletcher and Donald C. Wright, relating to Registrant's facility
located at 1100 East Central Avenue, West Carrollton, Ohio, and
amendments thereto, filed October 1, 1993 as Exhibit 10.4.2 to
Registrant's Form S-1, Registration File No. 33-69876, and
incorporated herein by reference.
10.4.2.1 Assignment and Assumption Agreement in connection with the transfer
of ownership of Registrant's facility located at 1100 East Central
Avenue, West Carrollton, Ohio from Kenneth W. Fletcher and Donald C.
Wright, an Ohio general partnership, to Kenneth W. Fletcher,
individually, and assigning Registrant's related lease of the
property to Mr. Fletcher, all effective January 1, 1995, and filed
as Exhibit 10.4.2.1 to Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994 and incorporated herein by
reference.
10.4.2.2 Assignment and Assumption Agreement in connection with the transfer
of ownership of Registrant's facility located at 1100 East Central
Avenue, West Carrollton, Ohio from Kenneth W. Fletcher,
individually, to DAF Investments LTD., an Ohio limited liability
company controlled by Mr. Fletcher, and assigning Registrant's
related lease of the property to DAF Investments LTD., all effective
January 1, 1995, and filed as Exhibit 10.4.2.2 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1994 and incorporated herein by reference.
10.4.2.3 Assignment and Assumption of Lease in connection with the transfer
of ownership of Registrant's facility located at 1100 East Central
Avenue, West Carrollton, Ohio from DAF Investments LTD., an Ohio
limited liability company controlled by Mr. Kenneth W. Fletcher, to
DAF West Carrollton Plaza, LTD., an Ohio limited liability company
controlled by Mr. Fletcher, and assigning Registrant's related lease
of the property to DAF West Carrollton Plaza, LTD., effective
January 14, 1997, and incorporated herein by reference and filed
herewith.
10.4.3 Lease Agreement dated June 1, 1988 among Registrant, Kenneth W.
Fletcher and Donald C. Wright, relating to Registrant's Piqua, Ohio
facility, and amendments thereto, filed October 1, 1993 as Exhibit
10.4.3 to Registrant's Form S-1, Registration File No. 33-69876, and
incorporated herein by reference.
10.4.3.1 Assignment and Assumption Agreement in connection with the transfer
of ownership of Registrant's Piqua, Ohio facility from Kenneth W.
Fletcher and Donald C. Wright, an Ohio general partnership, to
Donald C. Wright, individually, and assigning Registrant's related
lease of the property to Mr. Wright, all effective January 1, 1995
and filed as Exhibit 10.4.3.1 to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1994 and incorporated
herein by reference.
10.4.4 Lease Agreement dated April 1, 1988 among Registrant, Kenneth W.
Fletcher and Donald C. Wright, relating to Registrant's Richmond,
Indiana facility, and amendments thereto, filed October 1, 1993 as
Exhibit 10.4.4 to Registrant's Form S-1, Registration File No.
33-69876, incorporated herein by reference.
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10.4.4.1 Assignment and Assumption Agreement in connection with the transfer
of ownership of Registrant's Richmond, Indiana facility from Kenneth
W. Fletcher and Donald C. Wright, an Ohio general partnership, to
Donald C. Wright, individually, and assigning Registrant's related
lease of the property to Mr. Wright, all effective January 1, 1995,
and filed as Exhibit 10.4.4.1 to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1994 and incorporated
herein by reference.
10.4.5 Lease Agreement dated March 1, 1992 among Registrant, Kenneth W.
Fletcher and Donald C. Wright, relating to Registrant's
Springfield, Ohio facility, and amendments thereto, filed October 1,
1993 as Exhibit 10.4.5 to Registrant's Form S-1, Registration File
No. 33-69876, and incorporated herein by reference.
10.4.5.1 Assignment and Assumption of Leases transferring ownership of
Registrant's Springfield, Ohio facility from Kenneth W. Fletcher and
Donald C. Wright, an Ohio general partnership, to Springfield
Properties, Inc., an Ohio corporation owned by Messrs. Fletcher and
Wright, and assigning Registrant's related lease of the property to
Springfield Properties, Inc., all effective November 16, 1994, and
filed as Exhibit 10.4.5.1 to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 and incorporated herein
by reference.
10.4.6 Lease Agreement dated March 1, 1987 between Registrant and Howard
Investments, a partnership owned by the Initial Shareholders,
relating to Registrant's Norcross, Georgia facility, filed October
1, 1993 as Exhibit 10.4.6 to Registrant's Form S-1, Registration
File No. 33-69876, and incorporated herein by reference.
10.4.6.1 Amendments to Lease Agreement between Registrant and Howard
Investments, referred to in Exhibit 10.4.6, effective December 20,
1995, pursuant to a sale of the property by Howard Investments to
800 Broadway and Ponce de Leon Stores, which are unrelated to the
Company and the Initial Shareholders, filed as Exhibit 10.4.6.1 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, and incorporated herein by reference.
10.4.7 Lease Agreement dated March 1, 1987 between Registrant and Howard
Investments, a partnership owned by the Initial Shareholders,
relating to Registrant's Marietta, Georgia facility, filed October
1, 1993 as Exhibit 10.4.7 to Registrant's Form S-1, Registration
File No. 33-69876, and incorporated herein by reference.
10.4.8 Lease Agreement dated November 1, 1987 between Registrant and Howard
Investments, a partnership owned by the Principal Shareholders,
relating to Registrant's Forest Park, Georgia facility, and
amendments thereto, filed October 1, 1993 as Exhibit 10.4.8 to
Registrant's Form S-1, Registra tion File No. 33-69876, and
incorporated herein by reference.
10.4.9 Rent-Up Guarantee Agreement, filed October 1, 1993 as Exhibit 10.4.9
to Registrant's Form S-1, Registration File No. 33-69876, and
incorporated herein by reference.
10.5 Tax Indemnification Agreement among Kenneth W. Fletcher, Donald C.
Wright, Howard W. Smith, and Registrant, filed October 1, 1993 as
Exhibit 10.5 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.
10.6.1 Amended and Restated Security Agreement between Registrant and
Chrysler First Commercial Corporation, filed October 1, 1993 as
Exhibit 10.6.1 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.
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10.6.2 Inventory Financing and Security Agreement between Whirlpool
Financial Corporation and Registrant, filed October 1, 1993 as
Exhibit 10.6.2 to Registrant's Form S-1, Registration File No. 33-
69876, and incorporated herein by reference.
10.6.3 Business Loan Agreement between Bank One, Dayton, NA and Registrant,
dated November 23, 1993, for up to $30 million. Filed as Exhibit
10.6.3 to Registrant's Form 10-K for the fiscal year ended December
31, 1993, and incorporated herein by reference.
10.6.3.1 Amendment to Business Loan Agreement between Bank One, Dayton, NA
and Registrant, dated April 20, 1994, amending the agreement
referred to in Exhibit 10.6.3, and filed as Exhibit 10.6.3.1 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, and incorporated herein by reference.
10.6.3.2 Amendment to Amended and Restated Business Loan Agreement between
Bank One, Dayton, NA and Registrant, dated December 7, 1994,
amending the agreement referred to in Exhibit 10.6.3, and filed as
Exhibit 10.6.3.2 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, and incorporated herein by
reference.
10.6.3.3 Amendment to Amended and Restated Business Loan Agreement between
Bank One, Dayton, NA and Registrant, dated October 13, 1995,
amending the agreement referred to in Exhibit 10.6.3, filed as
Exhibit 10.6.3.3 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, and incorporated herein by
reference.
10.6.3.4 Amendment to Amended and Restated Business Loan Agreement between
Bank One, Dayton, NA and Registrant, dated as of June 29, 1996,
amending the agreement referred to in Exhibit 10.6.3, and filed
herewith.
10.6.3.5 Second Amendment to Amended and Restated Business Loan Agreement
between Bank One, Dayton, NA and Registrant, dated December 31,
1996, amending the agreement referred to in Exhibit 10.6.3.4, and
filed herewith.
10.6.3.6 Amendment to Second Amended and Restated Business Loan Agreement
between Bank One, Dayton, NA and Registrant, dated February 27,
1997, amending the agreement referred to in Exhibit 10.6.3, and
filed herewith.
10.6.4 Term loan agreement between Bank One, Dayton, NA and Registrant,
dated November 8, 1994, for up to $7 million, and filed as Exhibit
10.6.4 to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, and incorporated herein by reference.
10.7 Amended and Restated Private Label Revolving Plan Agreement between
Registrant and Bank One, Dayton, N.A., filed October 1, 1993 as
Exhibit 10.7 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference. Portions of the
Exhibit have been omitted pursuant to a request by Registrant for
confidential treatment.
10.8.1 Termination of Stock Redemption Agreement dated September 24, 1993
between Roberds Service Company and shareholders of Roberds Service
Company, filed October 1, 1993 as Exhibit 10.8.1 to Registrant's
Form S-1, Registration File No. 33-69876, and incorporated herein by
reference.
10.8.2 Termination of Stock Redemption Agreement dated September 24, 1993
between Roberds, Inc. and shareholders of Roberds, Inc., filed
October 1, 1993 as Exhibit 10.8.2 to Registrant's Form S-1,
Registration File No. 33-69876, and incorporated herein by
reference.
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10.9# Letter Agreements Limiting Salary and Bonus of Messrs. Fletcher,
Wright and Smith, filed November 12, 1993 as Exhibit 10.9 to
Registrant's Amendment No. 3 to Form S-1, Registration File No. 33-
69876, and incorporated herein by reference.
10.10# Registrant's Executive Compensation Plan, adopted in 1994, effective
for the 1995 calendar year, filed as Exhibit 10.10 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1994 and incorporated herein by reference.
10.10.1# Registrant's Amended and Restated Executive Compensation Plan, as
amended for the 1996 calendar year, amending the Plan referred to in
Exhibit 10.10 above, and filed as Exhibit 10.10.1 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1995, and filed herewith.
10.10.2# Registrant's Seconded Amended and Restated Executive Compensation
Plan, as amended for the 1997 calendar year, amending the Plan
referred to in Exhibit 10.10.1 above, and filed herewith.
10.11.1# Employment Agreement, dated as of March 1, 1996, between Registrant
and Charles H. Palko, Vice President-Appliances, and filed herewith.
10.11.2# Employment Agreement, dated as of July 10, 1996, between Registrant
and Michael E. Ray, President-Tampa Market, and filed herewith.
11 Calculation of pro forma net earnings for the years ended December
31, 1993 and 1992, filed on March 25, 1994, as Exhibit 11 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1993, Commission File Number 0-22702, and incorporated herein by
reference.
21 Subsidiary of Registrant, filed as Exhibit 21 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994 and
incorporated herein by reference.
*23 Independent Auditors' Consent.
24 Powers of attorney.
27 Financial Data Schedules
* Exhibits electronically filed herewith.
** Exhibits incorporated by reference for the first time.
# Constitutes a "management contract or compensatory plan or
arrangement," pursuant to Item 14(a)(3),(c).
13
<PAGE> 14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
ROBERDS, INC., by
/s/ Kenneth W. Fletcher*
- ------------------------------------
Kenneth W. Fletcher, its
Chief Executive Officer
and President
/s/ Robert M. Wilson
- ------------------------------------
Robert M. Wilson, its
Executive Vice President and
Chief Financial Officer
/s/ Michael A. Bruns
- ------------------------------------
Michael A. Bruns, its
Vice President and
Chief Accounting Officer
ROBERDS, INC. EMPLOYEE STOCK PURCHASE PLAN, by
/s/ Robert M. Wilson
- ------------------------------------
Robert M. Wilson, its
Plan Administrator
*By: /s/ Robert M. Wilson
---------------------------------
Robert M. Wilson
Attorney in Fact
March 25, 1997
14
<PAGE> 15
EXHIBIT INDEX
2.1 Certificate and Agreement of Merger between Dayton Factory Service,
Inc. and Registrant, filed October 1, 1993 as Exhibit 2.1 to
Registrant's Form S-1, Registration File No. 33-69876, and
incorporated herein by reference.
2.2 Certificate and Agreement of Merger between Roberds of Atlanta, Inc.
and Registrant, filed October 1, 1993 as Exhibit 2.2 to Registrant's
Form S-1, Registration File No. 33-69876, and incorporated herein by
reference.
2.3 Stock Purchase Agreement among Registrant, Kenneth W. Fletcher and
Donald C. Wright transferring all of the outstanding shares of
Roberds Service Company to Registrant, filed October 1, 1993 as
Exhibit 2.3 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.
2.4 Stock Purchase Agreement among Registrant, Kenneth W. Fletcher and
Donald C. Wright transferring all of the outstanding shares of
Roberd Insurance Agency, Inc. to Registrant, filed October 1, 1993
as Exhibit 2.4 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.
2.5 Certificate of merger of Roberds Service Company into Roberds, Inc.,
effective August 31, 1994, filed as Exhibit 2.5 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1994 and incorporated herein by reference.
3.1 Amended Articles of Incorporation of Registrant, filed January 10,
1994, as Exhibit 4.1 to Registrant's Form S-8, Registration File No.
33-73900, and incorporated herein by reference.
3.2 Amended Code of Regulations of Registrant, filed January 10, 1994,
as Exhibit 4.2 to Registrant's Form S-8, Registration File No.
33-73900, and incorporated herein by reference.
4.1 Amended Articles of Incorporation of Registrant (filed as Exhibit
3.1).
4.2 Amended Code of Regulations of Registrant (filed as Exhibit 3.2).
4.3 Specimen certificate for Registrant's Common Shares, filed October
1, 1993 as Exhibit 4.3 to Registrant's Form S-1, Registration File
No. 33-69876, and incorporated herein by reference.
4.3.1 Amended specimen certificate for Registrant's Common Shares,
reflecting the change in stock transfer agent to National City Bank,
Cleveland, Ohio, effective November 1, 1995, filed as Exhibit 4.3.1
to Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, and incorporated herein by reference.
4.4 Excluded from the exhibits are certain agreements relating to long
term debt which, individually, do not exceed 10% of the total assets
of Registrant. Registrant hereby undertakes to furnish a copy of
such agreements upon request by the Commission.
10.1# Roberds, Inc. 1993 Stock Incentive Plan, filed October 1, 1993 as
Exhibit 10.1 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.
10.1.1# Amendment to Roberds, Inc. 1993 Stock Incentive Plan, filed as
Exhibit 99.1 to Registrant's Form S-1, File No. 33-97262, filed
September 25, 1995, and incorporated herein by reference.
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<PAGE> 16
10.1.2# Amendment to Roberds, Inc. 1993 Stock Incentive Plan, referred to in
Exhibit 10.1, effective as of November 1, 1996, and filed herewith.
10.2# Roberds, Inc. Employee Stock Purchase Plan, filed October 1, 1993 as
Exhibit 10.2 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.
10.2.1# Amendment to Roberds, Inc. Employee Stock Purchase Plan, referred to
in Exhibit 10.2, effective as of November 1, 1996, and filed
herewith.
10.3# Roberds, Inc. 1993 Outside Director Stock Option Plan, filed October
1, 1993 as Exhibit 10.3 to Registrant's Form S-1, Registration File
No. 33-69876, and incorporated herein by reference.
10.3.1# Amendment to Roberds, Inc. 1993 Outside Director Stock Option Plan,
referred to in Exhibit 10.3, effective as of November 1, 1996, and
filed herewith.
10.3.2# Roberds, Inc. Profit Sharing and Employee Retirement Savings Plan,
as amended, filed as Exhibit 99 to Registrant's Form S-8,
Registration File No. 33-81086, and incorporated herein by
reference.
10.3.3# Roberds, Inc. Amended and Restated Deferred Compensation Plan for
Outside Directors, effective 1996, filed as Exhibit 10.3.2 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, and incorporated herein by reference.
10.3.3.1# Amendment to Roberds, Inc. Amended and Restated Deferred
Compensation Plan for Outside Directors, referred to in Exhibit
10.3.3, effective as of February 27, 1996, and filed herewith.
10.3.3.2# Amendment to Roberds, Inc. Amended and Restated Deferred
Compensation Plan for Outside Directors, referred to in Exhibit
10.3.3, effective as of November 1, 1996, and filed as Exhibit 99.1
to Registrant's Form S-8, Registration File No. 333-19903, and
incorporated herein by reference.
10.4.1 Lease Agreement dated April 1, 1990 among Registrant, Kenneth W.
Fletcher and Donald C. Wright, relating to Registrant's facility
located at 1000 East Central Avenue, West Carrollton, Ohio, and
amendments thereto, filed October 1, 1993 as Exhibit 10.4.1 to
Registrant's Form S-1, Registration File No. 33-69876, and
incorporated herein by reference.
10.4.1.1 Assignment and Assumption Agreement in connection with the transfer
of ownership of Registrant's facility located at 1000 East Central
Avenue, West Carrollton, Ohio from Kenneth W. Fletcher and Donald C.
Wright, an Ohio general partnership, to Kenneth W. Fletcher,
individually, and assigning Registrant's related lease of the
property to Mr. Fletcher, all effective January 1, 1995, and filed
as Exhibit 10.4.1.1 to Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994 and incorporated herein by
reference.
10.4.1.2 Assignment and Assumption Agreement in connection with the transfer
of ownership of Registrant's facility located at 1000 East Central
Avenue, West Carrollton, Ohio from Kenneth W. Fletcher,
individually, to DAF Investments LTD., an Ohio limited liability
company controlled by Mr. Fletcher, and assigning Registrant's
related lease of the property to DAF Investments LTD., all effective
January 1, 1995, and filed as Exhibit 10.4.1.2 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1994 and incorporated herein by reference.
10.4.1.3 Assignment and Assumption of Lease in connection with the transfer
of ownership of Registrant's facility located at 1000 East Central
Avenue, West Carrollton, Ohio from DAF Investments LTD., an Ohio
limited liability company controlled by Mr. Kenneth W. Fletcher, to
DAF West Carrollton Plaza, LTD., an Ohio limited liability company
controlled by Mr. Fletcher, and assigning Registrant's
16
<PAGE> 17
related lease of the property to DAF West Carrollton Plaza,
LTD., effective January 14, 1997, and incorporated herein by
reference and filed herewith.
10.4.2 Lease Agreement dated April 1, 1990 among Registrant, Kenneth W.
Fletcher and Donald C. Wright, relating to Registrant's facility
located at 1100 East Central Avenue, West Carrollton, Ohio, and
amendments thereto, filed October 1, 1993 as Exhibit 10.4.2 to
Registrant's Form S-1, Registration File No. 33-69876, and
incorporated herein by reference.
10.4.2.1 Assignment and Assumption Agreement in connection with the transfer
of ownership of Registrant's facility located at 1100 East Central
Avenue, West Carrollton, Ohio from Kenneth W. Fletcher and Donald C.
Wright, an Ohio general partnership, to Kenneth W. Fletcher,
individually, and assigning Registrant's related lease of the
property to Mr. Fletcher, all effective January 1, 1995, and filed
as Exhibit 10.4.2.1 to Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994 and incorporated herein by
reference.
10.4.2.2 Assignment and Assumption Agreement in connection with the transfer
of ownership of Registrant's facility located at 1100 East Central
Avenue, West Carrollton, Ohio from Kenneth W. Fletcher,
individually, to DAF Investments LTD., an Ohio limited liability
company controlled by Mr. Fletcher, and assigning Registrant's
related lease of the property to DAF Investments LTD., all effective
January 1, 1995, and filed as Exhibit 10.4.2.2 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1994 and incorporated herein by reference.
10.4.2.3 Assignment and Assumption of Lease in connection with the transfer
of ownership of Registrant's facility located at 1100 East Central
Avenue, West Carrollton, Ohio from DAF Investments LTD., an Ohio
limited liability company controlled by Mr. Kenneth W. Fletcher, to
DAF West Carrollton Plaza, LTD., an Ohio limited liability company
controlled by Mr. Fletcher, and assigning Registrant's related lease
of the property to DAF West Carrollton Plaza, LTD., effective
January 14, 1997, and incorporated herein by reference and filed
herewith.
10.4.3 Lease Agreement dated June 1, 1988 among Registrant, Kenneth W.
Fletcher and Donald C. Wright, relating to Registrant's Piqua, Ohio
facility, and amendments thereto, filed October 1, 1993 as Exhibit
10.4.3 to Registrant's Form S-1, Registration File No. 33-69876, and
incorporated herein by reference.
10.4.3.1 Assignment and Assumption Agreement in connection with the transfer
of ownership of Registrant's Piqua, Ohio facility from Kenneth W.
Fletcher and Donald C. Wright, an Ohio general partnership, to
Donald C. Wright, individually, and assigning Registrant's related
lease of the property to Mr. Wright, all effective January 1, 1995
and filed as Exhibit 10.4.3.1 to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1994 and incorporated
herein by reference.
10.4.4 Lease Agreement dated April 1, 1988 among Registrant, Kenneth W.
Fletcher and Donald C. Wright, relating to Registrant's Richmond,
Indiana facility, and amendments thereto, filed October 1, 1993 as
Exhibit 10.4.4 to Registrant's Form S-1, Registration File No.
33-69876, incorporated herein by reference.
10.4.4.1 Assignment and Assumption Agreement in connection with the transfer
of ownership of Registrant's Richmond, Indiana facility from Kenneth
W. Fletcher and Donald C. Wright, an Ohio general partnership, to
Donald C. Wright, individually, and assigning Registrant's related
lease of the property to Mr. Wright, all effective January 1, 1995,
and filed as Exhibit 10.4.4.1 to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1994 and incorporated
herein by reference.
17
<PAGE> 18
10.4.5 Lease Agreement dated March 1, 1992 among Registrant, Kenneth W.
Fletcher and Donald C. Wr ight, relating to Registrant's
Springfield, Ohio facility, and amendments thereto, filed October 1,
1993 as Exhibit 10.4.5 to Registrant's Form S-1, Registration File
No. 33-69876, and incorporated herein by reference.
10.4.5.1 Assignment and Assumption of Leases transferring ownership of
Registrant's Springfield, Ohio facility from Kenneth W. Fletcher and
Donald C. Wright, an Ohio general partnership, to Springfield
Properties, Inc., an Ohio corporation owned by Messrs. Fletcher and
Wright, and assigning Registrant's related lease of the property to
Springfield Properties, Inc., all effective November 16, 1994, and
filed as Exhibit 10.4.5.1 to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 and incorporated herein
by reference.
10.4.6 Lease Agreement dated March 1, 1987 between Registrant and Howard
Investments, a partnership owned by the Initial Shareholders,
relating to Registrant's Norcross, Georgia facility, filed October
1, 1993 as Exhibit 10.4.6 to Registrant's Form S-1, Registration
File No. 33-69876, and incorporated herein by reference.
10.4.6.1 Amendments to Lease Agreement between Registrant and Howard
Investments, referred to in Exhibit 10.4.6, effective December 20,
1995, pursuant to a sale of the property by Howard Investments to
800 Broadway and Ponce de Leon Stores, which are unrelated to the
Company and the Initial Shareholders, filed as Exhibit 10.4.6.1 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, and incorporated herein by reference.
10.4.7 Lease Agreement dated March 1, 1987 between Registrant and Howard
Investments, a partnership owned by the Initial Shareholders,
relating to Registrant's Marietta, Georgia facility, filed October
1, 1993 as Exhibit 10.4.7 to Registrant's Form S-1, Registration
File No. 33-69876, and incorporated herein by reference.
10.4.8 Lease Agreement dated November 1, 1987 between Registrant and Howard
Investments, a partnership owned by the Principal Shareholders,
relating to Registrant's Forest Park, Georgia facility, and
amendments thereto, filed October 1, 1993 as Exhibit 10.4.8 to
Registrant's Form S-1, Registration File No. 33-69876, and
incorporated herein by reference.
10.4.9 Rent-Up Guarantee Agreement, filed October 1, 1993 as Exhibit 10.4.9
to Registrant's Form S-1, Registration File No. 33-69876, and
incorporated herein by reference.
10.5 Tax Indemnification Agreement among Kenneth W. Fletcher, Donald C.
Wright, Howard W. Smith, and Registrant, filed October 1, 1993 as
Exhibit 10.5 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.
10.6.1 Amended and Restated Security Agreement between Registrant and
Chrysler First Commercial Corporation, filed October 1, 1993 as
Exhibit 10.6.1 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.
10.6.2 Inventory Financing and Security Agreement between Whirlpool
Financial Corporation and Registrant, filed October 1, 1993 as
Exhibit 10.6.2 to Registrant's Form S-1, Registration File No. 33-
69876, and incorporated herein by reference.
10.6.3 Business Loan Agreement between Bank One, Dayton, NA and Registrant,
dated November 23, 1993, for up to $30 million. Filed as Exhibit
10.6.3 to Registrant's Form 10-K for the fiscal year ended December
31, 1993, and incorporated herein by reference.
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<PAGE> 19
10.6.3.1 Amendment to Business Loan Agreement between Bank One, Dayton, NA
and Registrant, dated April 20, 1994, amending the agreement
referred to in Exhibit 10.6.3, and filed as Exhibit 10.6.3.1 to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, and incorporated herein by reference.
10.6.3.2 Amendment to Amended and Restated Business Loan Agreement between
Bank One, Dayton, NA and Registrant, dated December 7, 1994,
amending the agreement referred to in Exhibit 10.6.3, and filed as
Exhibit 10.6.3.2 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, and incorporated herein by
reference.
10.6.3.3 Amendment to Amended and Restated Business Loan Agreement between
Bank One, Dayton, NA and Registrant, dated October 13, 1995,
amending the agreement referred to in Exhibit 10.6.3, filed as
Exhibit 10.6.3.3 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, and incorporated herein by
reference.
10.6.3.4 Amendment to Amended and Restated Business Loan Agreement between
Bank One, Dayton, NA and Registrant, dated as of June 29, 1996,
amending the agreement referred to in Exhibit 10.6.3, and filed
herewith.
10.6.3.5 Second Amendment to Amended and Restated Business Loan Agreement
between Bank One, Dayton, NA and Registrant, dated December 31,
1996, amending the agreement referred to in Exhibit 10.6.3.4, and
filed herewith.
10.6.3.6 Amendment to Second Amended and Restated Business Loan Agreement
between Bank One, Dayton, NA and Registrant, dated February 27,
1997, amending the agreement referred to in Exhibit 10.6.3, and
filed herewith.
10.6.4 Term loan agreement between Bank One, Dayton, NA and Registrant,
dated November 8, 1994, for up to $7 million, and filed as Exhibit
10.6.4 to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, and incorporated herein by reference.
10.7 Amended and Restated Private Label Revolving Plan Agreement between
Registrant and Bank One, Dayton, N.A., filed October 1, 1993 as
Exhibit 10.7 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference. Portions of the
Exhibit have been omitted pursuant to a request by Registrant for
confidential treatment.
10.8.1 Termination of Stock Redemption Agreement dated September 24, 1993
between Roberds Service Company and shareholders of Roberds Service
Company, filed October 1, 1993 as Exhibit 10.8.1 to Registrant's
Form S-1, Registration File No. 33-69876, and incorporated herein by
reference.
10.8.2 Termination of Stock Redemption Agreement dated September 24, 1993
between Roberds, Inc. and shareholders of Roberds, Inc., filed
October 1, 1993 as Exhibit 10.8.2 to Registrant's Form S-1,
Registration File No. 33-69876, and incorporated herein by
reference.
10.9# Letter Agreements Limiting Salary and Bonus of Messrs. Fletcher,
Wright and Smith, filed November 12, 1993 as Exhibit 10.9 to
Registrant's Amendment No. 3 to Form S-1, Registration File No. 33-
69876, and incorporated herein by reference.
10.10# Registrant's Executive Compensation Plan, adopted in 1994, effective
for the 1995 calendar year, filed as Exhibit 10.10 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1994 and incorporated herein by reference.
19
<PAGE> 20
10.10.1# Registrant's Amended and Restated Executive Compensation Plan, as
amended for the 1996 calendar year, amending the Plan referred to in
Exhibit 10.10 above, and filed as Exhibit 10.10.1 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1995, and filed herewith.
10.10.2# Registrant's Seconded Amended and Restated Executive Compensation
Plan, as amended for the 1997 calendar year, amending the Plan
referred to in Exhibit 10.10.1 above, and filed herewith.
10.11.1# Employment Agreement, dated as of March 1, 1996, between Registrant
and Charles H. Palko, Vice President-Appliances, and filed herewith.
10.11.2# Employment Agreement, dated as of July 10, 1996, between Registrant
and Michael E. Ray, President-Tampa Market, and filed herewith.
11 Calculation of pro forma net earnings for the years ended December
31, 1993 and 1992, filed on March 25, 1994, as Exhibit 11 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1993, Commission File Number 0-22702, and incorporated herein by
reference.
21 Subsidiary of Registrant, filed as Exhibit 21 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994 and
incorporated herein by reference.
*23 Independent Auditors' Consent.
24 Powers of attorney.
27 Financial Data Schedules
* Exhibits electronically filed herewith.
** Exhibits incorporated by reference for the first time.
# Constitutes a "management contract or compensatory plan or
arrangement," pursuant to Item 14(a)(3),(c).
20
<PAGE> 1
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in (I) Registration Statement No.
33-73900 of Roberds, Inc. on Form S-8, (ii) Registration Statement No. 33-81086
of Roberds, Inc. on Form S-8, (iii) Registration Statement No. 33-79182 of
Roberds, Inc. on Form S-8, (iv) Registration Statement No. 33-97262, of Roberds,
Inc. on Form S-8, and (v) Registration Statement No. 333-19903 of Roberds, Inc.
on Form S-8 of our report dated March 8, 1997 on the Roberds, Inc. Employee
Stock Purchase Plan appearing in this Amendment Number 1 to the Annual Report on
Form 10-K of Roberds, Inc. for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Dayton, Ohio
March 21, 1997
21
