<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
[ ] 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. [ ].
At the close of trading on January 31, 1999, 6,159,311 common shares, without
par value, were outstanding. Of these, 1,911,989 common shares, having an
aggregate market value (based upon the average of the high and low trading
prices on that date) of approximately $3,803,485 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 1999 annual meeting of
shareholders are incorporated into Part III herein by reference.
<PAGE> 2
Pursuant to Rule 15d-21 under the Securities Exchange Act of 1934, the
undersigned registrant ("Registrant") hereby amends its annual report on Form
10-K for the fiscal year ended December 31, 1998 to include the following
information, financial statements, and exhibits required by Form 11-K with
respect to the Roberds, Inc. Employee Stock Purchase Plan ("Plan") for the year
ended December 31, 1998. 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
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TABLE OF CONTENTS
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Page
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Independent Auditors' Report 3
Financial Statements:
Statements of Financial Condition
as of December 31, 1998 and 1997 4
Statements of Operations and Changes in
Participants' Equity for the Years Ended
December 31, 1998, and 1997 5
Notes To Financial Statements 6
</TABLE>
2
<PAGE> 3
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, 1998
and 1997, and the related statements of operations and changes in participants'
equity for the years then ended. 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, 1998 and 1997, and the results of its operations and the
changes in participants' equity for the years then ended, in conformity with
generally accepted accounting principles.
As discussed in Note E to the financial statements, Roberds, Inc., the Plan's
sponsor, incurred operating losses during the past several years. The plans of
Roberds Inc.'s management in regard to this matter are also described in Note
E.
DELOITTE & TOUCHE LLP
February 26, 1999
Dayton, Ohio
3
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ROBERDS, INC. EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS AND PARTICIPANTS' EQUITY 1998 1997
<S> <C> <C>
INVESTMENT IN ROBERDS, INC. COMMON
STOCK, AT FAIR VALUE $161,954 $141,522
EMPLOYEE CONTRIBUTIONS RECEIVABLE 14,040 16,322
CASH 72,876 77,202
-------- --------
ASSETS AND PARTICIPANTS' EQUITY $248,870 $235,046
======== ========
</TABLE>
See notes to financial statements.
4
<PAGE> 5
ROBERDS, INC. EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF OPERATIONS AND CHANGES IN PARTICIPANTS' EQUITY
YEARS ENDED DECEMBER 31, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
INCREASE IN PARTICIPANTS' EQUITY:
Employee contributions $ 208,739 $ 240,087
Unrealized appreciation (depreciation) of Roberds, Inc. common shares 27,858 (182,841)
--------- ---------
Net increase 236,597 57,246
DECREASE IN PARTICIPANTS' EQUITY - Distribution to participants (222,773) (269,900)
--------- ---------
NET INCREASE (DECREASE) IN PARTICIPANTS' EQUITY 13,824 (212,654)
PARTICIPANTS' EQUITY:
Beginning of year 235,046 447,700
--------- ---------
End of year $ 248,870 $ 235,046
========= =========
</TABLE>
See notes to financial statements.
5
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ROBERDS, INC. EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
- ------------------------------------------------------------------------------
A. PLAN DESCRIPTION
The Roberds, Inc. Employee Stock Purchase Plan (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, 2007. The aggregate number of shares of stock that may be sold
pursuant to all offerings under the plan shall not exceed 500,000.
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 employer may terminate the Plan at its option at any time subject to
the provisions of the Plan. If terminated, participants' interests will
be distributed in accordance with the Plan.
6
<PAGE> 7
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.
D. ADMINISTRATION OF PLAN ASSETS
The Plan's assets, which consist of Roberds, Inc. common shares and cash,
are held by a bank custodian.
Employee contributions are held and managed by the custodian, which
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
recordkeeper fees are paid directly by Roberds, Inc.
E. INVESTMENTS
A reconciliation of Roberds, Inc. shares of common stock held by the Plan
is as follows:
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<CAPTION>
1998 1997
<S> <C> <C>
Balance, January 1 47,174 37,977
Acquired 69,289 37,738
Distributed (37,940) (28,541)
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Balance, December 31 78,523 47,174
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</TABLE>
In October 1998, Nasdaq informed Roberds, Inc. that it failed to meet one
of the requirements for continued listing on the Nasdaq National Market
tier, specifically the requirement that at least $5 million of stock be
held by individuals other than officers, directors, and those who own
more than ten percent of Roberds, Inc.'s outstanding shares. Roberds,
Inc. has appealed Nasdaq's determination, and will request additional
time to meet the requirement. Roberds, Inc. expects the appeal to be
heard in March 1999. It is not possible to predict the outcome of the
appeal. If Nasdaq rules that Roberds, Inc.'s shares do not qualify for
listing on the National Market tier, the Roberds Inc. will explore other
alternatives so that it can remain listed. However, it is possible that
Roberds, Inc.'s shares may become de-listed from the Nasdaq National
Market tier, and that they would trade on The Nasdaq Small Cap Market, or
that they would become de-listed altogether and that they would trade on
the OTC Bulletin Board or on what is generally known as the "pink
sheets." An adverse outcome to this appeal could affect the price of
Roberds, Inc.'s shares and participants' ability to readily trade shares.
7
<PAGE> 8
Roberds, Inc. has incurred an operating loss during each of the last
three years. These factors among others may indicate that Roberds, Inc.
will be unable to continue as a going concern for a reasonable period of
time. Roberds Inc.'s continuation as a going concern is dependent upon
its ability to generate sufficient cash flow to meet its obligations on a
timely basis, to comply with the terms and covenants of its new financing
agreement, to obtain additional financing or refinancing as may be
required, and ultimately to attain successful operations. Management of
Roberds, Inc. believes improved controls over selling prices and an
increased focus on add-on services to customers combined with expense
reductions will result, ultimately, in operating profits. However,
management cannot provide any assurance that these events will occur or
that Roberds, Inc will return to profitability.
At December 31, 1997 there were obligations to distribute 2,139 shares of
Roberds, Inc. common stock.
In January 1999, an additional 51,706 shares of Roberds, Inc. common
stock were purchased by the Plan at $1.56 per share.
8
<PAGE> 9
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/ Melvin H. Baskin*
------------------------------------
Melvin H. Baskin, its
Chief Executive Officer
/s/ Robert M. Wilson
------------------------------------
Robert M. Wilson, its
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
/s/ Robert M. Wilson
*By: /s/ Robert M. Wilson
--------------------------------
Robert M. Wilson
Attorney in Fact
March 22, 1999
9
<PAGE> 10
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A)(3) EXHIBITS
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).
4.3.1 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-8, 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 as Exhibit 10.1.2 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1996, and incorporated herein by reference.
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 as Exhibit 10.2.1 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1996, and incorporated herein by reference.
10
<PAGE> 11
10.2.2# Amendment to Roberds, Inc. Employee Stock Purchase Plan,
referred to in Exhibit 10.2, effective as of May 13, 1997,
and filed as Exhibit 99.1 to Registrant's Form S-8,
Registration File No. 333-37829, and incorporated herein by
reference.
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 as Exhibit 10.3.1 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1996, and incorporated herein by reference.
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.
10.3.2.1# Roberds, Inc. Profit Sharing and Employee Retirement Savings
Plan, as adopted March 26, 1997, and filed as Exhibit 99 to
Registrant's Form S-8, Registration File No. 333-43977, 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
as Exhibit 10.3.3.1 to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1996, and
incorporated herein by reference.
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 filed as Exhibit 10.3.3.2 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1996, 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.
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<PAGE> 12
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 filed as Exhibit 10.4.1.3 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, and incorporated herein by
reference.
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 filed as Exhibit 10.4.2.3 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, and incorporated herein by
reference.
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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<PAGE> 13
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, 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.
10.6.2 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.
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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, filed as Exhibit 10.6.3.4 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1996, and incorporated herein by reference.
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, filed as Exhibit 10.6.3.5 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1996, and incorporated herein by reference.
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, filed as Exhibit 10.6.3.6 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1996, and incorporated herein by reference.
10.6.3.7.1 Second Amendment to Second Amended and Restated Business Loan
Agreement between Bank One, NA, successor by merger of Bank
One, Dayton, NA, and Registrant, dated as of June 30, 1997,
amending the agreement referred to in Exhibit 10.6.3, filed
as Exhibit 10 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1997, and incorporated
herein by reference.
10.6.3.7.2 Third Amendment to Second Amended and Restated Business Loan
Agreement between Bank One, NA, successor by merger of Bank
One, Dayton, NA, and Registrant, dated as of June 30, 1998,
amending the agreement referred to in Exhibit 10.6.3, filed
as Exhibit 10 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998, and incorporated
herein by reference.
10.6.3.7.3 Fourth Amendment to Second Amended and Restated Business Loan
Agreement between Bank One, NA, successor by merger of Bank
One, Dayton, NA, and Registrant, dated as of December 31,
1998, amending the agreement referred to in Exhibit 10.6.3,
filed herewith.
14
<PAGE> 15
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. During
1998, the period of confidentiality was extended through
2003.
10.7.1 Amended and Restated Private Label Revolving Credit Plan
Agreement between Registrant and Bank One, NA, dated as of
June 17, 1998, filed as Exhibit 10.2 to Registrant's
Quarterly Report on Form 10-Q for the fiscal period ended
June 30, 1998, and incorporated herein by reference.
10.8 Loan and Security Agreement between Registrant and BankBoston
Retail Finance Inc., dated March 3, 1999, filed herewith.
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 incorporated herein
by reference.
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, filed
as Exhibit 10.10.2 to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, and incorporated
herein by reference.
10.10.3# Registrant's Third Amended and Restated Executive
Compensation Plan, as amended for the 1998 calendar year,
amending the Plan referred to in Exhibit 10.10.2 above, filed
as Exhibit 10.10.3 to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997, and incorporated
herein by reference..
10.11.1# Employment Agreement, dated as of March 1, 1996, between
Registrant and Charles H. Palko, Vice President-Appliances,
filed as Exhibit 10.11.1 to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996, and
incorporated herein by reference.
10.11.2# Employment Agreement, dated as of July 10, 1996, between
Registrant and Michael E. Ray, President-Tampa Market, filed
as Exhibit 10.11.2 to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, and incorporated
herein by reference.
15
<PAGE> 16
10.11.3# Employment Agreement, dated as of May 27, 1997, between
Registrant and Billy D. Benton, Executive Vice
President-Operations, filed as Exhibit 10.11.3 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997, and incorporated herein by reference.
10.11.4# Consulting Agreement, dated as of December 1, 1997, between
Registrant and Kenneth W. Fletcher, Chairman of the Board,
filed as Exhibit 10.11.4 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1997, and
incorporated herein by reference.
10.11.5# Employment Agreement, dated July 6, 1998, between Registrant
and Melvin H. Baskin, Chief Executive Officer, filed as
Exhibit 10.1 to Registrant's Report on Form 10-Q for the
quarterly period ended September 30, 1998, 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).
16
<PAGE> 17
EXHIBIT INDEX
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<TABLE>
<S> <C>
23 Independent Auditors' Consent.
</TABLE>
<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, (v)
Registration Statement No. 333-19903 of Roberds, Inc. on Form S-8 (vi)
Registration Statement No. 333-43977 of Roberds, Inc. on Form S-8 and
(vii) Registration Statement No. 333-37829 of Roberds, Inc. on Form
S-8 of our report dated February 26, 1999 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, 1998, which expressed an unqualified opinion and includes
an explanatory paragraph describing matters regarding Roberds, Inc.,
the Plan's sponsor.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Dayton, Ohio
March 19, 1999
1
