<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
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Amendment No. 1 to
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended January 31, 1997
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Commission File No. 0-23570
JUST FOR FEET, INC.
An Alabama Corporation
(IRS Employer Identification No. 63-0734234)
7400 Cahaba Valley Road
Birmingham, Alabama 35242
(205) 408-3000
Securities Registered Pursuant to Section 12(b)
of the Securities Exchange Act of 1934:
None
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Securities Registered Pursuant to Section 12(g)
of the Securities Exchange Act of 1934:
Common Stock, par value $.0001 per share
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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 filing
requirements for the past 90 days. Yes X No
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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. [ ]
The aggregate market value of the Common Stock of the registrant held by
nonaffiliates of the registrant (16,625,806 shares) on April 21, 1997 was
$260,817,332. For the purposes of this response, officers, directors and
holders of 5% or more of the registrant's common stock are considered the
affiliates of the registrant at that date.
The number of shares outstanding of the registrant's Common Stock, par value
$.0001 per share, as of April 21, 1997: 28,832,956 shares.
The following items are amended:
Part III:
Item 10. Directors and Executive Officers of the Registrant.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
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The executive officers and directors of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Harold Ruttenberg 54 Chairman of the Board, President and
Chief Executive Officer
Eric L. Tyra 48 Executive Vice President - Finance and
Chief Financial Officer
Adam J. Gilburne 34 Executive Vice President -Merchandising
Alex M. Bond 27 Executive Vice President - Strategic
Development
Don-Allen Ruttenberg 30 Executive Vice President - New Store
Development
Scott C. Wynne 30 Executive Vice President - Operations
and Secretary
Bart Starr, Sr. 63 Director
Michael P. Lazarus 41 Director
Randall L. Haines 54 Director
David F. Bellet 50 Director
Edward S. Croft, III 54 Director
</TABLE>
Mr. Harold Ruttenberg is the founder of the Company and has served as its
Chairman, President and Chief Executive Officer since its inception in 1977.
Mr. Tyra has served as Executive Vice President - Finance and Chief
Financial Officer since May 1997. From 1994 to May 1997, Mr. Tyra was Vice-
President-Finance, Treasurer and Chief Financial Officer of Club Car, Inc., a
manufacturer of golf and utility carts, where his responsibilities included
treasury, inventory systems, financial controls and reporting, and commercial
and investment banking relationships. Previously, Mr. Tyra served in various
capacities with Deloitte & Touche LLP.
Mr. Gilburne served as Vice President-Store Operations of the Company from
March 1994 to December 1994, at which time he was promoted to Executive Vice
President - Merchandising. Mr. Gilburne previously owned and operated a
franchised Just For Feet store in San Antonio, Texas, which the Company acquired
in March 1994. From 1986 until 1993, Mr. Gilburne was the President of a chain
of baby and children's furniture stores located in Las Vegas, Nevada.
Mr. Bond joined the Company in February 1997 as Executive Vice President -
Strategic Development with primary responsibility for the development and
operation of the Company's smaller store format. From January 1995 to January
1997, Mr. Bond was Vice President of Strategic Development for Hollywood
Entertainment Corporation, a publicly traded operator of video retail
superstores. From January 1993 to January 1995, Mr. Bond was an investment
banker with Montgomery Securities, where he focused on the high growth specialty
retail sector.
<PAGE>
Mr. Don-Allen Ruttenberg, who joined the Company in 1987, served as Vice
President-Merchandising from January 1994 to February 1997, when he was elected
Executive Vice President-New Store Development. Since 1987, Mr. Ruttenberg also
has been actively involved in various merchandising aspects of the Company,
focusing on footwear technology. Mr. Ruttenberg is the son of Mr. Harold
Ruttenberg.
Mr. Wynne has been employed by the Company since 1985 and has served as
Operations Manager since 1990 with specific responsibilities in inventory
control, distribution, management information systems and traffic. He was
elected Vice President-Store Operations in January 1994, corporate secretary in
August 1995 and Executive Vice President-Operations in February 1997.
Mr. Starr has served as a director of the Company since August 1993. He has
served as the Chairman of the Board of Healthcare Realty Management, a real
estate development company, since 1990 and from 1984 to 1990 was a partner in
RAL Management Group, also a real estate development company. From 1956 to 1972,
Mr. Starr was a professional football player for the Green Bay Packers of the
National Football League. He presently serves as a spokesperson for the Company.
Mr. Lazarus has served as a director of the Company since August 1993. Mr.
Lazarus has served as a Managing Partner of Weston Presidio Capital Management,
L.P., a venture capital firm, since 1991. From 1986 to 1991, he served as
Managing Director and Director of the Private Placement Department of Montgomery
Securities. Mr. Lazarus also serves as a director of Guitar Center, Inc.
Mr. Haines has served as a director of the Company since May 1994. Mr.
Haines has served as President of Compass Bank - Birmingham since February 1996.
From January 1993 to January 1996, Mr. Haines served as President of Compass
Bank of Huntsville, Alabama. From 1986 to January 1993, Mr. Haines served as
Commercial Banking Manager of Compass Bank of Birmingham, Alabama.
Mr. Bellet has served as a director of the Company since May 1996. Mr.
Bellet has been Chairman of Crown Advisors Ltd., a private investment counseling
firm, since founding the firm in 1981. He is also a general partner in the
limited partnerships managed by Crown in the venture capital industry. From 1969
to 1981, Mr. Bellet was a Vice President of Citibank in the Investment
Management Group. Mr. Bellet also serves on the Board of Directors of One Price
Clothing Stores.
Mr. Croft has served as a director of the Company since July 1996. Mr.
Croft has been a principal in the Atlanta, Georgia investment banking firm of
Croft & Bender LLC since April 1996. From May 1971 through April 1996, Mr. Croft
was an investment banker with The Robinson-Humphrey Company, Inc. Mr. Croft
also serves on the Board of Directors of Computer Products, Inc. and Acorn
Venture Capital Corporation.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, certain officers and persons who own more than 10% of the outstanding
common stock of the Company, to file with the Securities and Exchange Commission
reports of changes in ownership of the common stock of the Company held by such
persons. Officers, directors and greater than 10% shareholders are also
required to furnish the Company with copies of all forms they file under this
regulation. To the Company's knowledge, based solely on a review of the copies
of such reports furnished to the Company and representations that no other
reports were required, during fiscal 1995, all Section 16(a) filing requirements
applicable to its officers, directors and greater than 10% shareholders were
complied with, except that one report covering one transaction was inadvertently
filed late by Mr. Croft and two reports covering two transactions were
inadvertently filed late by each of Messrs. Don-Allen Ruttenberg, Wynne, Wabler
and Gilburne.
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<PAGE>
ITEM 11. EXECUTIVE COMPENSATION.
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The following table provides certain summary information concerning
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and any other officer whose cash compensation during
fiscal 1996 exceeded $100,000 (the "Named Executive Officers), for fiscal 1996,
1995 and 1994:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
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SECURITIES
FISCAL OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
- --------------------------- ------ -------- ------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Harold Ruttenberg 1996 $382,052 -- $10,214/(2)/ -- $17,650/(1)/
Chairman, President and 1995 391,666 -- 18,060/(2)/ --
Chief Executive Officer 1994 281,612 -- 34,121/(2)/ --
Robert C. Wabler/(3)/ 1996 $210,127 $377,417/(4)/ 100,000 shares $ 2,160/(1)/
Executive Vice President and 1995 230,000 -- -- --
Chief Financial Officer 1994 214,059 -- -- 75,000 shares
Adam J. Gilburne 1996 $198,077 $ 50,000 100,000 shares
Executive Vice President - 1995 150,000 -- -- --
Merchandising 1994 150,000 $ 50,000 -- 157,920 shares
Don-Allen Ruttenberg 1996 $100,000 -- 2,684/(2)/ 100,000 shares
Executive Vice President - 1995 85,615 -- -- --
New Store Development 1994 63,632 $ 25,000 -- 30,000 shares
Scott C. Wynne 1996 $100,000 -- 558/(2)/ 100,000 shares
Executive Vice President - 1995 88,692 -- -- --
Operations and 1994 63,562 $ 25,000 -- 30,000 shares
Secretary
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</TABLE>
/(1)/ Represents premiums paid by the Company for term life insurance on behalf
of the Named Executive Officer.
/(2)/ Includes country club dues, health insurance premiums and lease payments
on an automobile.
/(3)/ Mr. Wabler resigned as a director and officer of the Company effective
May 30, 1997.
/(4)/ Pursuant to the terms of Mr. Wabler's employment agreement, amount paid
as a bonus equal to the after-tax purchase price of certain stock options
granted under such employment agreement. See "-- Employment and
Noncompetition Agreements."
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<PAGE>
EMPLOYMENT AND NONCOMPETITION AGREEMENTS
On May 9, 1993, the Company entered into a five-year employment agreement
with Robert C. Wabler. Under the terms of such agreement, Mr. Wabler received an
initial base annual salary of $200,000, subject to a $10,000 annual minimum
increase, as well as an annual bonus to be determined at the discretion of the
Board of Directors and other bonuses in connection with his acquisition of up to
105,322 of the Company's common stock pursuant to the exercise of stock options,
plus certain other employee benefits. The employment agreement contains non-
competition provisions which prohibit Mr. Wabler from becoming employed by or
connected with any other entity which operates under an athletic footwear
superstore format similar to that of the Company for a period of three and one-
half years after the termination of his employment, except in the event of the
termination by the Company in violation of the terms of the agreement. The
agreement allows the Company to terminate employment on 12 months' notice
without cause and upon 30 days' notice with cause.
On March 18, 1994, the Company entered into a five-year employment agreement
with Adam J. Gilburne. Under this agreement, Mr. Gilburne serves as a Vice
President of the Company and received an annual salary of $150,000 for the first
two years of his employment and $175,000 for each year thereafter, plus a bonus
of $50,000 each year if certain performance criteria are achieved by the
Company. He also received, under the Company's Stock Option Plan, options to
purchase 180,630 shares of common stock at a price of $4.15 per share. Mr.
Gilburne's employment agreement contains a non-competition provision which
prohibits Mr. Gilburne from becoming employed by or connected with any entity
engaged in the retail sale of shoes through use of a superstore format, within a
radius of 50 miles of any Just For Feet store, for a period of three years after
the termination of his employment, except in the event of the termination by the
Company in violation of the terms of the agreement.
<TABLE>
<CAPTION>
OPTIONS
OPTION GRANTS IN FISCAL 1997
INDIVIDUAL GRANTS
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% OF TOTAL POTENTIAL REALIZABLE
NUMBER OF OPTIONS VALUE AT ASSUMED
SECURITIES GRANTED TO ANNUAL RATES OF STOCK
UNDERLYING EMPLOYEES EXERCISE PRICE APPRECIATION FOR
OPTIONS IN FISCA PRICE EXPIRATION OPTION TERM /(3)/
NAME GRANTED (#)/(1)/ YEAR/(2) ($/SHARE) DATE 5% 10%
- --------------------- --------------- -------- --------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Adam J. Gilburne 100,000/(4)/ 7.2% $23.50 12/16/06 $1,477,902 $3,745,795
Robert C. Wabler 100,000/(4)/ 7.2% $23.50 12/16/06 $1,477,902 $3,745,795
Don-Allen Ruttenberg 100,000/(4)/ 7.2% $23.50 12/16/06 $1,477,902 $3,745,795
Scott C. Wynne 100,000/(4)/ 7.2% $23.50 12/16/06 $1,477,902 $3,745,795
</TABLE>
___________________________________
/(1)/ Stock options were granted with an exercise price equal to the fair market
value of the Company's Common Stock on the date of grant.
/(2)/ The Company granted options to purchase an aggregate of 1,381,163 shares
to employees in the year ended January 31, 1997.
/(3)/ The dollar amounts under these columns represent the potential realizable
value of each grant of options assuming that the market price of the
Company's Common Stock appreciates in value from the date of
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<PAGE>
grant at the 5% and 10% annual rates prescribed by the Commission and
therefore are not intended to forecast possible future appreciation, if
any, of the price of the Company's Common Stock.
/(4)/ Vests in equal increments over a four year period beginning on December
16, 2001.
The following table presents information regarding options exercised by the
Named Executive Officers during fiscal 1996 and the value of options outstanding
at January 31, 1997.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
- -------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
FISCAL YEAR END AT FISCAL YEAR END
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE VALUE REALIZED UNEXERCISABLE UNEXERCISABLE
- ---------------------- --------------- -------------- --------------------- --------------------
<S> <C> <C> <C> <C>
Harold Ruttenberg -- -- -- --
Robert C. Wabler 291,137 $8,434,374 56,250/156,250 $1,165,500/$1,765,500
Adam J. Gilburne -- -- 72,252/264,628 $1,831,588/$4,512,882
Don-Allen Ruttenberg 59,558 $1,981,875 25,479/170,479 $ 714,176/$2,246,576
Scott C. Wynne 59,558 $1,981,875 25,479/170,479 $ 714,176/$2,246,576
</TABLE>
COMPENSATION OF DIRECTORS
Non-employee directors of the Company receive directors fees of $1,000 for
each meeting of the Board or a committee thereof attended. All directors receive
reimbursement of reasonable out-of-pocket expenses incurred in connection with
meetings of the Board. No director who is an officer or employee of the Company
receives compensation for services rendered as a director. The Company
maintains a stock option plan for the benefit of its non-employee directors.
The Just For Feet, Inc. Non-Employee Director Stock Option Plan (the "Directors
Plan") reserves 281,250 shares of common stock for issuance pursuant to the
exercise of options granted under such plan. The Directors Plan provides for an
initial grant of options to purchase 25,000 shares to all existing non-employee
directors (with the exception of Mr. Bart Starr) and to any person who becomes a
non-employee director in the future. In addition, the Directors Plan provides
that each year on the first day of the Company's fiscal year, each then non-
employee director will be automatically granted options to purchase 2,500 shares
of common stock at an exercise price equal to the fair market value of the
common stock on the grant date.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Harold Ruttenberg, President and Chief Executive Officer of the Company, has
served as a member of the Compensation Committee of the Board of Directors since
that committee was appointed in August 1993.
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<PAGE>
Randall L. Haines, a member of the Compensation Committee, is president of
Compass Bank -Birmingham. The Company has a revolving line of credit at Compass
Bank, pursuant to which the Company may borrow up to $20,000,000 for general
corporate purposes. As of January 31, 1997, there were no borrowings under such
line of credit.
The Company owns 21,021 shares in Compass Bank Short-Term High Quality Bond
Fund, a pooled fund administered by Compass Bank which invests primarily in
corporate and government agency securities. As of January 31, 1997, such shares
had a market value of approximately $2,094,473.
On January 31, 1996 and 1997, the Company borrowed $55,000,000 and
$100,000,000, respectively, from Compass Bank on a short-term basis to fund a
portion of the purchase price of $90,000,000 and $125,000,000, respectively, in
face amount of U.S. Treasury Bills. The securities were purchased by the
Company in connection with the Company's Alabama shares tax planning. The 1996
loan bore interest at 8 1/2% per annum and the 1997 loan bore interest at 6.69%
per annum. The Company sold the Treasury Bills in early February 1996 and 1997
and repaid the loans from Compass Bank in full.
Management believes that each of the above transactions was entered into on
terms no less favorable to the Company than could have been obtained from
unaffiliated third parties, at the time such transactions were negotiated.
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<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
- -------- ---------------------------------------------------------------
Based solely on information made available to the Company, the following
table sets forth certain information as of May 21, 1997 with respect to the
beneficial ownership of the Company's common stock by (i) each person known by
the Company to own beneficially more than five percent (5%) of the Company's
common stock, (ii) each director of the Company, (iii) each of the Named
Executive Officers, and (iv) all directors and executive officers of the Company
as a group.
<TABLE>
<CAPTION>
Shares of
Common Stock Percent of
Beneficial Owner Beneficially Owned/(1)/ Outstanding Shares
- --------------------------------------------- ----------------------- -------------------
<S> <C> <C>
Harold Ruttenberg/(2)/ 5,350,049 17.9%
Pamela B. Ruttenberg/(3)/ 1,841,002 6.1
Fidelity Management
& Research Company/(4)/ 4,252,525 14.2
Pilgram Baxter & Associates/(5)/ 1,965,924 6.6
Karl B. Friedman, as Trustee for the
Pamela B. Ruttenberg Irrevocable
Children's Trust/(6)/ 521,909 1.7
Adam J. Gilburne/(7)/ 263,313 *
Harold and Pamela Ruttenberg Foundation 375,845 1.3
Robert C. Wabler/(8)/ 362,801 1.2
Ruttenberg Family Foundation/(9)/ 137,687 *
Don-Allen Ruttenberg/(10)/ 88,124 *
Scott C. Wynne/(11)/ 88,124 *
Randall L. Haines/(12)/ 39,088 *
Michael P. Lazarus/(13)/ 38,750 *
Bart Starr, Sr. 11,560 *
David F. Bellet/(14)/ 22,500 *
Edward S. Croft, III /(15)/ 1,171 *
All executive officers and
directors as a group (11 persons)/(16)/ 6,265,479 20.8%
</TABLE>
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* Less than 1%.
/(1)/ Unless otherwise indicated, each person has sole voting and investment
power as to all such shares. Shares of Common Stock underlying options to
purchase Common Stock are deemed to be outstanding for the purpose of
computing the outstanding Common Stock owned by the particular person and
by the group, but are not deemed outstanding for any other purpose.
/(2)/ Harold Ruttenberg and Pamela B. Ruttenberg are husband and wife. Includes
3,509,047 shares owned directly by Harold Ruttenberg and 1,841,002 shares
held by him as Trustee under a Voting Trust Agreement for the benefit of
Pamela B. Ruttenberg which terminates in 2003. Mr. Ruttenberg's address is
7400 Cahaba Valley Road, Birmingham, Alabama 35242.
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<PAGE>
/(3)/ Represents shares held by Harold Ruttenberg as Voting Trustee for Pamela
B. Ruttenberg, with respect to which Mr. Ruttenberg has voting power.
Mrs. Ruttenberg retains the power to dispose of such shares. Mrs.
Ruttenberg's address is 7400 Cahaba Valley Road, Birmingham, Alabama
35242.
/(4)/ Based upon a statement on Schedule 13G dated February 11, 1997 filed by
FMR Corp., the parent corporation of Fidelity Management & Research
Company ("Fidelity"). Fidelity is the beneficial owner of the shares as a
result of acting as investment adviser to various investment companies.
FMR Corp. has sole dispositive power over the shares. The Company makes
no representation as to the accuracy or completeness of the information
reported. FMR Corp.'s business address is 82 Devonshire Street, Boston,
Massachusetts 02109.
/(5)/ Based upon a statement on Schedule 13G dated March 12, 1997 filed by
Pilgrim Baxter & Associates ("Pilgrim"). Pilgrim, as an investment
advisor, has sole dispositive power and shares voting power with respect
to all shares. The Company makes no representation as to the accuracy or
completeness of the information reported. The business address of Pilgrim
is 1255 Drummers Lane, Suite 300, Wayne, Pennsylvania 19087.
/(6)/ Trust is for the benefit of the three adult children of Harold and Pamela
Ruttenberg. The shares held in the trust are allocated pro rata among the
three children. Mr. Friedman disclaims beneficial ownership of the shares
in the trust.
/(7)/ Includes 36,123 shares subject to outstanding options to purchase Common
Stock which are exercisable within 60 days. Excludes 282,691 shares
subject to outstanding options to purchase Common Stock which will become
exercisable at various dates in the future.
/(8)/ Includes 40,537 shares owned by Mr. Wabler's wife and 56,250 shares
subject to outstanding options to purchase Common Stock which are
exercisable within 60 days. Excludes 156,250 shares subject to
outstanding options to purchase Common Stock which will become
exercisable at various dates in the future.
/(9)/ Shares held by the Ruttenberg Family Foundation for the benefit of the
Birmingham Jewish Federation. The Ruttenbergs disclaim beneficial
ownership of the shares held by the Foundation.
/(10)/ Excludes 155,479 shares subject to outstanding options to purchase Common
Stock which will become exercisable at various dates in the future.
/(11)/ Includes 40,478 shares subject to outstanding options to purchase Common
Stock which are exercisable within 60 days. Excludes 155,479 shares
subject to outstanding options to purchase Common Stock which will become
exercisable at various dates in the future.
/(12)/ Includes 38,750 shares subject to outstanding options to purchase Common
Stock which are exercisable within 60 days. Excludes 23,750 shares
subject to outstanding options to purchase Common Stock which will become
exercisable at various dates in the future.
/(13)/ Represents shares subject to outstanding options to purchase Common Stock
which are exercisable within 60 days. Excludes 23,750 shares subject to
outstanding options to purchase Common Stock which will become
exercisable at various dates in the future.
/(14)/ Includes 12,500 shares subject to outstanding options to purchase Common
Stock which are exercisable within 60 days. Excludes 27,500 shares
subject to outstanding options to purchase Common Stock which will become
exercisable at various dates in the future.
/(15)/ Excludes 77,500 shares subject to outstanding options to purchase Common
Stock which will become exercisable at various dates in the future.
/(16)/ Includes outstanding options to purchase an aggregate of 221,851 shares
of Common Stock held by executive officers and directors which are
exercisable within 60 days. Excludes 1,102,399 shares subject to
outstanding options to purchase Common Stock which will become
exercisable at various dates in the future.
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<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
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For information regarding transactions between the Company and either of
Harold Ruttenberg or Randall L. Haines, see "Compensation Committee Interlocks
and Insider Participation."
It is the policy of the Company not to enter into any transaction with a
related party, without the approval of a majority of disinterested directors.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 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.
Date: May 29, 1997 By:/s/ Harold Ruttenberg
---------------------
Harold Ruttenberg
Chairman of the Board,
President and Chief Executive Officer
Date: May 29, 1997 By:/s/ Robert C. Wabler
--------------------
Robert C. Wabler
Executive Vice President
and Chief Financial Officer
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