<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] AMENDMENT NUMBER 2 TO 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.
1
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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. Profit Sharing and Employee Retirement Savings 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. PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
- -----------------
Page
----
Independent Auditors' Report 3
Financial Statements as of December 31, 1998 and 1997 and for the
Year Ended December 31, 1998:
Statement of Net Assets Available for Benefits 4
Statement of Changes in Net Assets Available for Benefits 5
Notes To Financial Statements 6
Supplemental Schedules as of December 31, 1998 and for the Year
Then Ended:
Line 27(a) - Schedule of Assets Held for Investment Purposes 10
Line 27(b) - Schedule of Loans or Fixed Income Obligations 11
Line 27(d) - Schedule of Reportable Transactions 12
2
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
Participants and Plan Administrator
Roberds, Inc. Profit Sharing and Employee
Retirement Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of Roberds, Inc. Profit Sharing and Employee Retirement Savings Plan ("Plan") as
of December 31, 1998 and 1997, and the related statement of changes in net
assets available for benefits for the year ended December 31, 1998. 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 of the Plan at
December 31, 1998 and 1997, and the changes in net assets available for benefits
for the year ended December 31, 1998, 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, listed in the
foregoing table of contents, 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. These supplemental schedules are the responsibility of the
Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Dayton, Ohio
March 15, 1999
3
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ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
INVESTMENTS (Note C):
Mutual Funds, at fair value:
AIM Equity Constellation Fund $ 809,727 $ 691,411
Ivy International Fund 439,153 378,032
Merrill Lynch Basic Value Fund, Inc. 2,057,408 1,763,059
Merrill Lynch Capital Fund, Inc. 77,851 25,068
Merrill Lynch Corporate Bond Fund, Inc. - Intermediate
Term Portfolio 399,277 464,977
Merrill Lynch Equity Index Trust 292,207 67,101
Merrill Lynch Federal Securities Trust 17,924 4,946
Merrill Lynch Global Allocation Fund, Inc. 534,733 439,433
Merrill Lynch Growth Fund 432,801 621,094
Merrill Lynch Retirement Preservation Trust Fund 2,315,654 2,346,432
MFS Emerging Growth Fund 445,298 330,561
Roberds, Inc. common stock 129,036 67,418
Participant loans 355,069 323,511
---------- ----------
Total investments 8,306,138 7,523,043
---------- ----------
RECEIVABLES:
Employer contributions 92,243 86,740
Participant contributions 80,093 77,296
---------- ----------
Total receivables 172,336 164,036
---------- ----------
ACCRUED INCOME 518
---------- ----------
TOTAL ASSETS 8,478,992 7,687,079
---------- ----------
LIABILITIES - Excess contributions refundable 1,260 20,464
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $8,477,732 $7,666,615
========== ==========
</TABLE>
See notes to financial statements.
4
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ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ADDITIONS (Note D):
Investment income:
Net appreciation in fair value of investments $ 59,982
Dividends and interest 453,618
----------
Total investment income 513,600
----------
Employer contributions 92,243
Participant contributions 958,554
Participant rollover contributions 25,302
Other additions 1,037
----------
1,077,136
----------
Total additions 1,590,736
----------
DEDUCTIONS (Note D) -
Benefits paid to participants 779,619
----------
NET INCREASE IN ASSETS AVAILABLE FOR BENEFITS 811,117
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 7,666,615
----------
End of year $8,477,732
==========
</TABLE>
See notes to financial statements.
5
<PAGE> 6
ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
A. PLAN DESCRIPTION
The following brief description of the Roberds, Inc. Profit Sharing and
Employee Retirement Savings Plan ("Plan") provides only general
information. Participants should refer to the Plan agreement for more
complete information.
GENERAL - The Plan is a defined contribution 401(k) profit sharing plan
which covers all full-time employees of Roberds, Inc. ("Company") who are
age 21 and older. Each year the Company may make discretionary
contributions as determined by its Board of Directors. The Plan is subject
to provisions of the Employment Retirement Income Security Act of 1974
("ERISA"). The Plan's administrator is Roberds, Inc. The Plan's trustee is
Merrill Lynch Trust Company.
PARTICIPANTS' ACCOUNTS - Participants may contribute up to 20% of their
annual wages, subject to current Internal Revenue Service limitations. The
Board of Directors of the Company has the discretion to determine the
amount that the Company will contribute, in addition to the participants'
deferral amounts, up to a maximum of 25% of the first six percent of each
participant's pay that they contribute to the Plan. This match was 15% of
the first 6% of each eligible participant's compensation contributed to
the Plan in 1998 and 1997. This matching contribution is made in Roberds,
Inc. common stock. Participants' accounts are credited with the
participants' contribution and an allocation of (a) the Company's
contributions, (b) investment net earnings, and (c) forfeitures of
terminated participants' nonvested accounts. Allocations are based on
participant wages, as defined. As of December 31, 1998, approximately
$47,000 of forfeited amounts had not yet been allocated.
Participants may designate investment of their 401(k) account balance in
the following funds:
- AIM Equity Constellation Fund - the prospectus describes that this
fund invests in equity securities.
- Ivy International Fund - the prospectus describes that this fund
invests in equity securities traded in European, Pacific Basin, and
Latin American markets.
- Merrill Lynch Basic Value Fund, Inc. - the prospectus describes that
this fund invests in equity securities.
- Merrill Lynch Capital Fund, Inc. - the prospectus describes that this
fund invests in equity, debt, and convertible securities.
- Merrill Lynch Corporate Bond Fund, Inc. - Intermediate Term Portfolio
- the prospectus describes that this fund invests in corporate bonds.
6
<PAGE> 7
- Merrill Lynch Equity Index Trust - the prospectus describes that this
fund invests in equity securities.
- Merrill Lynch Federal Securities Trust - the prospectus describes that
this fund invests in U.S. government and agency securities.
- Merrill Lynch Global Allocation Fund, Inc. - the prospectus describes
that this fund invests in U.S. and foreign equity, debt and money
market securities.
- Merrill Lynch Growth Fund - the prospectus describes that this fund
invests in equity securities.
- Merrill Lynch Retirement Preservation Trust Fund - the prospectus
describes that this fund invests in Guaranteed Investment Contracts
and in U.S. government and agency securities.
- MFS Emerging Growth Fund - the prospectus describes that this fund
invest in equity securities.
- Roberds, Inc. Common Stock
Participants may change their investment options daily. The Plan requires
a minimum investment per fund of 1% of participant contribution.
VESTING - Participants are 100% vested in their voluntary contributions,
plus actual earnings thereon. Participants are 100% vested (cliff vesting)
in employer contributions after five years of service with the Company.
PARTICIPANTS' LOANS - Participants may borrow from their fund accounts a
minimum of $500 up to a maximum equal to the lesser of $50,000 or 50% of
their account balance. Loan transactions are treated as a transfer to
(from) the investment fund from (to) the participant loan fund. Loan terms
range up to five years. The loans are secured by the balance in the
participant's account and bear interest at the prime rate of interest,
plus 1%. Principal and interest are paid through monthly payroll
deductions.
PAYMENT OF BENEFITS - Upon termination of service, a participant may elect
distribution by payment in a lump sum equal to the value of the
participant's account or by payment in monthly, quarterly or annual
installments over certain fixed periods of time.
TERMINATION - Although the Company has not expressed an intention to do
so, the Plan may be terminated at the option of the Company at any time
subject to the provisions of ERISA. If terminated, participants' vested
interest will be distributed in accordance with the Plan.
7
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B. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The Plan's financial statements are maintained on
the accrual basis.
INVESTMENT VALUATION AND INCOME RECOGNITION - Mutual funds are stated at
fair value. Participant loans are valued at cost which approximates fair
value. Gains and losses on investment transactions are determined by the
weighted average method.
ADMINISTRATIVE EXPENSES are paid by the Company.
PAYMENT OF BENEFITS are recorded when paid.
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
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
C. INVESTMENTS
Investments at fair value exceeding five percent of the net assets of the
Plan at December 31, 1998 and 1997 were:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
AIM Equity Constellation Fund $ 809,727 $ 691,411
Ivy International Fund 439,153 378,032
Merrill Lynch Basic Value Fund, Inc. 2,057,408 1,763,059
Merrill Lynch Corporate Bond Fund, Inc. - Intermediate Term Portfolio 464,977
Merrill Lynch Global Allocation Fund, Inc. 534,733 439,433
Merrill Lynch Growth Fund 432,801 621,094
Merrill Lynch Retirement Preservation Trust Fund 2,315,654 2,346,432
MFS Emerging Growth Fund 445,298
Other (less than 5%) 1,271,364 818,605
---------- ----------
Total $8,306,138 $7,523,043
========== ==========
</TABLE>
8
<PAGE> 9
D. SUPPLEMENTAL FUND INFORMATION
Supplemental information by fund for the year ended December 31, 1998 is
as follows:
<TABLE>
<CAPTION>
NET
APPRECIATION
(DEPRECIATION) BENEFITS
IN FAIR DIVIDENDS EMPLOYER PARTICIPANT PARTICIPANT PAID TO OTHER
VALUE OF AND CONTRI- CONTRI- ROLLOVER PARTICI- ADDITIONS/
INVESTMENTS INTEREST BUTIONS BUTIONS CONTRIBUTIONS PANTS DEDUCTIONS
<S> <C> <C> <C> <C> <C> <C> <C>
AIM Equity Constellation Fund $ 105,664 $ 19,787 $ $ 125,801 $ 902 $ 112,349 $
Ivy International Fund 19,532 7,504 51,023 309 6,317
Merrill Lynch Basic Value Fund, Inc. 60,439 156,628 206,556 5,805 188,644
Merrill Lynch Capital Fund, Inc. (3,737) 4,452 22,142 902 24,928
Merrill Lynch Corporate Bond
Fund, Inc. - Intermediate Term
Portfolio 3,907 24,015 44,686 14,031
Merrill Lynch Equity Index Trust 45,590 42,571 1,855 12,284
Merrill Lynch Federal Securities
Trust 28 613 11,043 427
Merrill Lynch Global Allocation
Fund, Inc. (55,350) 60,561 75,633 5,326 54,438
Merrill Lynch Growth Fund (135,185) 8,421 121,936 6,228 48,320
Merrill Lynch Retirement
PreservationTrust Fund (211) 140,929 155,196 221,856 (113)
MFS Emerging Growth Fund 78,200 4,031 83,165 3,975 48,421
Roberds, Inc. common stock (58,895) 92,243 18,802 8,886
Participant loans 26,462 38,222
Cash 215 496 1,150
--------- ---------- --------- ---------- --------- ---------- -------
$ 59,982 $ 453,618 $ 92,243 $ 958,554 $ 25,302 $ 779,619 $ 1,037
========= ========== ========= ========== ========= ========== =======
</TABLE>
E. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue
Service dated April 23, 1998 indicating that the Plan qualifies under the
Internal Revenue Code, Section 401(a), and is therefore not subject to tax
under present law. The Plan's administrator has indicated that no changes
have been made to the plan that would violate this tax-exempt status.
Therefore, no provision for income taxes has been included in the Plan's
financial statements.
* * * * * *
9
<PAGE> 10
ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN
LINE 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
UNITS/NUMBER
OF SHARES/ FAIR
FACE VALUE COST VALUE
<S> <C> <C> <C>
MUTUAL FUNDS:
AIM Equity Constellation Fund 26,531 $ 690,372 $ 809,727
Ivy International Fund 10,659 448,099 439,153
Merrill Lynch Basic Value Fund, Inc. 54,114 1,857,372 2,057,408
Merrill Lynch Capital Fund, Inc. 2,262 78,741 77,851
Merrill Lynch Corporate Bond Fund, Inc. -
Intermediate Term Portfolio 34,214 385,882 399,277
Merrill Lynch Equity Index Trust 3,482 252,018 292,207
Merrill Lynch Federal Securities Trust 1,831 17,854 17,924
Merrill Lynch Global Allocation Fund, Inc. 42,405 609,711 534,733
Merrill Lynch Growth Fund 20,121 563,458 432,801
Merrill Lynch Retirement Preservation Trust Fund 2,135,654 2,315,598 2,315,654
MFS Emerging Growth Fund 9,984 357,433 445,298
Roberds, Inc. common stock 62,578 191,208 129,036
Participants loans (interest rates ranging from 8.25% -
10% with various maturities through December 2003) $ 355,069 355,069 355,069
---------- ----------
$8,122,815 $8,306,138
========== ==========
</TABLE>
10
<PAGE> 11
ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN
LINE 27(b) - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AMOUNT RECEIVED
DURING REPORTING
YEAR 1998 UNPAID AMOUNT OVERDUE
ORIGINAL ------------------------- BALANCE AT ---------------------------
AMOUNT DECEMBER 31,
OF LOAN PRINCIPAL INTEREST 1998 PRINCIPAL INTEREST
<S> <C> <C> <C> <C> <C> <C>
Participant Loan (1) $ 2,500.00 $ 276.49 $ 26.39 $ 2,223.51 $ 652.25 $ 54.47
Participant Loan (2) 14,804.72 140.12 73.30 13,659.61 2,686.08 1,036.58
Participant Loan (3) 10,000.00 10,000.00 2,252.89 1,170.83
Participant Loan (4) 1,750.00 1,360.38 1,150.15 49.88
Participant Loan (5) 7,053.83 757.05 259.42 5,196.24 854.73 258.00
Participant Loan (6) 3,000.00 593.84 158.75 2,236.40 441.91 89.33
Participant Loan (7) 2,500.00 230.82 28.38 948.92 729.69 47.69
Participant Loan (8) 2,015.00 395.02 73.80 1,619.96 411.16 57.66
Participant Loan (9) 4,000.00 4,000.00 1,826.51 286.24
</TABLE>
11
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ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN
LINE 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PURCHASES SALES
------------------------ ---------------------------------------------
NUMBER NUMBER
SERIES IN EXCESS OF FIVE OF TRANS- OF TRANS- GAIN
PERCENT OF PLAN ASSETS ACTIONS AMOUNT ACTIONS PROCEEDS COST (LOSS)
<S> <C> <C> <C> <C> <C> <C>
AIM Equity Constellation Fund 120 $ 282,619 178 $ 269,968 $ 250,028 $ 19,940
Merrill Lynch Basic Value Fund, Inc. 159 807,967 251 550,803 482,250 68,553
Merrill Lynch Equity Index Trust 88 333,415 80 153,898 145,263 8,635
Merrill Lynch Global Allocation Fund, Inc. 87 292,354 136 140,880 141,060 (180)
Merrill Lynch Growth Fund 98 181,392 174 233,699 243,583 (9,884)
Merrill Lynch Retirement Preservation Trust Fund 324 981,702 240 1,012,269 1,012,317 (48)
MFS Emerging Growth Fund 101 254,143 135 217,606 203,946 13,660
Participant loans 83 228,629 45 197,071 197,071 -
</TABLE>
There were no reportable type (i), (ii) or (iv) transactions during 1998.
12
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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. PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN, by
/s/ Robert M. Wilson
- ------------------------------------
Roberds, Inc., by
Robert M. Wilson, its
President
*By: /s/ Robert M. Wilson
--------------------------------
Robert M. Wilson
Attorney in Fact
June 22, 1999
13
<PAGE> 14
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.
10.2.2# 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.
14
<PAGE> 15
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.
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,
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<PAGE> 16
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.
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.
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<PAGE> 17
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.
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 Reg-
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<PAGE> 18
istrant'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.
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.
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<PAGE> 19
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.
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.
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<PAGE> 20
*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
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EXHIBIT INDEX
-------------
23 Independent Auditors' Consent.
21
<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 March 15, 1999 on the Roberds, Inc. Profit Sharing and Employee
Retirement Savings Plan appearing in this Amendment Number 2 to the Annual
Report on Form 10-K of Roberds, Inc. for the year ended December 31, 1998.
DELOITTE & TOUCHE LLP
Dayton, Ohio
June 18, 1999
22
