JUST FOR FEET INC
10-Q/A, 1996-08-09
SHOE STORES
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<PAGE>
 
 
 
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
    
                                   FORM 10-Q/A     

(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 30, 1996
                                       OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM  __________ TO __________


COMMISSION FILE NUMBER   0-23570  


                              JUST FOR FEET, INC.
             (Exact name of registrant as specified in its charter)

          ALABAMA                                            63-0734234
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                           Identification No.)

  153 CAHABA VALLEY PARKWAY NORTH
       BIRMINGHAM, AL                                          35124
(Address of principal executive offices)                     (Zip Code)

                                 (205) 403-8000
              (Registrant's telephone number, including area code)


                                 Not applicable
             (Former name, former address and former fiscal year, 
                         if changed since last report)

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 such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes    X    No 
                       -------    -------


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock, $.0001 par value - 17,691,368 shares as of May 29, 1996

    
Amended Items:  Item 6.  Exhibits and Reports on Form 8-K.     
<PAGE>
 
 
    
                          PART II.  OTHER INFORMATION 

Item 6.  Exhibits and Reports on Form 8-K.
         --------------------------------

(a) Exhibits.
*3(i)    Amended and Restated Articles of Incorporation
*3(i).1  Articles of Amendment, dated May 28, 1996, amending the Company's 
         Amended and Restated Articles of Incorporation
*10.6.2  Amendment No. 3 to Just For Feet, Inc. Employee Incentive Stock Option 
         Plan
*10.50   Master Revolving Promissory Note dated October 24, 1995 in the
         principal amount of $10,000,000 payable to Compass Bank

27       Financial Data Schedule

(b)      Reports on Form 8-K. None
- ----------
* Previously Filed
     
<PAGE>
 

    
                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this amendment to be signed on its behalf by the 
undersigned thereunto duly authorized.

                                       JUST FOR FEET, INC.


Dated: August 8, 1996                  By: /s/ Harold Ruttenberg
                                          -------------------------------
                                          Harold Ruttenberg
                                          Chairman, President and Chief
                                          Executive Officer


Dated: August 8, 1996                  By: /s/ Robert C. Wabler
                                          -------------------------------
                                          Robert C. Wabler
                                          Executive Vice President, Chief
                                          Financial Officer
     


<PAGE>
 
 
                                 EXHIBIT INDEX
    
*3(i)    Amended and Restated Articles of Incorporation
*3(i).1  Articles of Amendment, dated May 28, 1996, amending the Company's 
         Amended and Restated Articles of Incorporation
*10.6.2  Amendment No. 3 to Just For Feet, Inc. Employee Incentive Stock Option 
         Plan
*10.50   Master Revolving Promissory Note dated October 24, 1995 in the
         principal amount of $10,000,000 payable to Compass Bank

27       Article 5 Financial Data Schedule
- ---------
* Previously filed 
     

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   3-MOS
<FISCAL-YEAR-END>                          JAN-31-1996             JAN-31-1995
<PERIOD-START>                             FEB-01-1996             FEB-01-1995
<PERIOD-END>                               APR-30-1996             APR-30-1995
<CASH>                                      39,820,200              96,854,200
<SECURITIES>                                46,345,300              55,281,600
<RECEIVABLES>                                4,553,500               3,409,500
<ALLOWANCES>                                         0                       0
<INVENTORY>                                 67,063,100              56,637,900
<CURRENT-ASSETS>                           133,464,100             193,701,900
<PP&E>                                      30,177,400              26,182,000
<DEPRECIATION>                               3,510,400               2,794,100
<TOTAL-ASSETS>                             192,775,500             243,579,900
<CURRENT-LIABILITIES>                       30,984,800              85,398,400
<BONDS>                                              0                       0
                                0                       0
                                          0                       0
<COMMON>                                         1,800                   1,800
<OTHER-SE>                                 152,698,200             149,268,000
<TOTAL-LIABILITY-AND-EQUITY>               192,775,500             243,579,900
<SALES>                                     49,150,200              21,136,300
<TOTAL-REVENUES>                            50,392,800<F1>          21,802,400<F1>
<CGS>                                       28,396,800              12,877,800
<TOTAL-COSTS>                               43,346,500              18,872,000
<OTHER-EXPENSES>                             1,520,600                 781,600
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                             162,900                  69,300
<INCOME-PRETAX>                              5,362,800               2,079,500
<INCOME-TAX>                                 1,889,800                 621,000
<INCOME-CONTINUING>                          3,473,000               1,458,500
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                 3,473,000               1,458,500
<EPS-PRIMARY>                                     0.19                    0.09
<EPS-DILUTED>                                     0.19                    0.09
<FN>
<F1> Total Revenues: Total revenues include interest income of $1,120,900 and 
     --------------
     $561,100 for the three month periods ended April 30, 1996 and 1995, 
     respectively.
</FN>
         

</TABLE>


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