-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, reMQovXFbnOXfHRyIsOPR+IVMuTDZhstpcsO9Kiyh4K/QOMsqMRsdbDtxwoPiZwD 0ozCbShtBfqEPCrWJh9EEg== 0000744795-95-000042.txt : 19950728 0000744795-95-000042.hdr.sgml : 19950728 ACCESSION NUMBER: 0000744795-95-000042 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950128 FILED AS OF DATE: 19950727 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: STUARTS DEPARTMENT STORES INC CENTRAL INDEX KEY: 0000744795 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 042817110 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-13184 FILM NUMBER: 95556377 BUSINESS ADDRESS: STREET 1: 16 FORGE PKWY CITY: FRANKLIN STATE: MA ZIP: 02038 BUSINESS PHONE: 5085204540 MAIL ADDRESS: STREET 1: 16 FORGE PARKWAY CITY: FRANKLIN STATE: MA ZIP: 02038 10-K/A 1 THE PURPOSE OF THIS AMENDMENT IS TO INCLUDE THE FINANCIAL DATA SCHEDULE. FORM 10-K AMMENDMENT NUMBER 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 28, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-13184 STUARTS DEPARTMENT STORES, INC. A Delaware corporation I.R.S. Employer Identification No. 04-2817110 16 Forge Parkway Franklin, MA 02038 (508) 520-4540 Securities Registered Pursuant to Section 12(g) of the Act: Title Common Stock, $.01 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 and (2) has been subject to such filing 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. [ ] Aggregate market value on June 6, 1995 of the voting stock held by non-affiliates of the registrant was approximately $443,125. Common shares outstanding on June 6, 1995: 21,507,175 (excluding 901,899 shares held as treasury shares). Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities and Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes X No PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K - ----------------------------------------------------------------- (a) 1. The following financial statements are filed herewith in Part II, Item 8: Consolidated Statements of Operations - Successor Company Fiscal 1995 Fiscal 1994 Pro Forma Combined Fiscal 1993 (Unaudited) 13 Weeks Ended 1/30/93 - Predecessor Company 39 Weeks Ended 10/31/92 Consolidated Balance Sheets - Successor Company January 28, 1995 January 29, 1994 Consolidated Statements of Cash Flows - Successor Company Fiscal 1995 Fiscal 1994 13 Weeks Ended 1/30/93 - Predecessor Company 39 Weeks Ended 10/31/92 Consolidated Statements of Stockholders' Equity - Successor Company Fiscal 1995 Fiscal 1994 13 Weeks Ended 1/30/93 - Predecessor Company 39 Weeks Ended 10/31/92 Notes to Consolidated Financial Statements Report of Independent Certified Public Accountants 2. Exhibits The following exhibit is incorporated by reference from the Company's Annual Report on Form 10-K for the 52 week period ended January 28, 1989, File No. 0-13184: Exhibit 10-1 - Retirement Savings Plan (401(k) Plan) of the Company. The following exhibit is incorporated by reference from the Company's Annual Report on Form 10-K for the 52 week period ended February 1, 1992, File No. 0-13184: Exhibit 22-1 - Subsidiary of the Company. The following exhibit is incorporated by reference from the Company's Current Report on Form 8-K dated October 23, 1992, File No. 0-13184: Exhibit 2-1 - Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code filed in Cases No. 90-42184-JFQ through 90-42185-JFQ in District of Massachusetts (Western Division) dated July 22, 1992, confirmed on October 13, 1992. The following exhibit is incorporated by reference from the Company's Quarterly Report on Form 10-Q for the 13 weeks ended October 31, 1992, File No. 0-13184: Exhibit 10-2 - Agreement dated October 1, 1992 between Gibson Greetings, Inc. and the Company. The following exhibits are incorporated by reference from the Company's Registration Statement on Form S-1, File No. 33-58342: Exhibits 3-1 - Restated Certificate of Incorporation of the Company dated October 13, 1992. 4-1 - Specimen Common Stock Certificate. 4-2 - Articles Fourth and Fifth of the Restated Certificate of Incorporation of the Company dated October 13, 1992 (included in Exhibit 3-1). The following exhibit is incorporated by reference from Amendment No. 2 to the Company's Registration Statement on Form S-1, File No. 33-58342: Exhibit 10-3 - *Letter Agreement between the Company and S. Joseph Hoffman dated as of June 1, 1993. The following exhibit is incorporated by reference from the Company's Current Report on Form 8-K dated December 29, 1993, File No. 0-13184: Exhibit 10-4 - Loan and Security Agreement between the Company and Foothill Capital Corporation dated as of December 16, 1993. The following exhibits are incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 1994, File No. 0-13184: Exhibits 3-2 - By-Laws of the Company, as amended. 4-3 - Article 1 of the Amended By-Laws of the Company (included in Exhibit 3-2). 10-5 - Depository Account Agreement among the Company, Foothill Capital Corporation and Worcester County Institution for Savings dated January 26, 1994. The following exhibit is incorporated by reference from the Company's Current Report on Form 8-K dated December 2, 1994, File No. 0-131984: Exhibit 10-6 - Agency Agreement between the Company and Gordon Brothers Partners, Inc. dated as of November 3, 1994. The following exhibit is incorporated by reference from the Company's Current Report on Form 8-K dated March 5, 1995, File No. 0-13184: Exhibit 10-7 - Agency Agreement between the Company and Garcel, Inc. dated February 24, 1995. The following exhibits are filed herewith: Exhibit 10-8 - *1992 Employee Stock Option Plan, as amended. 10-9 - *1994 Directors Stock Option Plan. 10-10 - *1994 Cash Bonus Plan. 10-11 - *Employment Agreement between the Company and David S. Ferguson dated as of August 5, 1994. 10-12 - *Employment Agreement between the Company and Antone F. Moreira dated as of August 8, 1994. 10-13 - Amendment No. One to the Loan and Security Agreement between the Company and Foothill Capital Corporation dated March 20, 1995. 10-14 - Second Amendment to Loan and Security Agreement between the Company and Foothill Capital Corporation dated May 16, 1995. 10-15 - Stipulation Regarding Post-Petition Financing and Use of Cash Collateral dated as of May 16, 1995. 10-16 - Agency Agreement between the Company and Garcel, Inc. d/b/a Great American Asset Management dated May 3, 1995. 27 Financial Data Schedule. * Indicates a management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(a)(3). ** Not deemed filed for purposes of Section 11 of the Securities Act of 1933, Section 18 of the Securities Exchange Act of 1934 and Section 323 of the Trust Indenture Act of 1939, or otherwise subject to the liabilities of such sections and not deemed part of any registration statement to which such exhibit relates. (b) Reports on Form 8-K. During the 13 weeks ended January 28, 1995, the following report was filed on Form 8-K: On December 5, 1994, the Company filed a current report on Form 8-K dated November 23, 1994 with the Securities and Exchange Commission, which stated that the Company had entered into an Agency Agreement with Gordon Brothers Partners, Inc. in connection with the sale of certain inventory from the Company's Biddeford, Maine and Barre, Vermont stores. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. STUARTS DEPARTMENT STORES, INC. July 28, 1995 By /s/ David S. Ferguson David S. Ferguson President and Chief Operating Officer Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Capacity Date /s/David S. Ferguson President, Chief Operating July 28, 1995 David S. Ferguson Officer and Director /s/Antone F. Moreira Executive Vice President and July 28, 1995 Antone F. Moreira Chief Financial Officer (Principal Financial and Accounting Officer) /s/S. Joseph Hoffman Chairman of the Board July 28, 1995 S. Joseph Hoffman and Director /s/Margaret Coughlin Director July 28, 1995 Margaret Coughlin /s/Ronald C. Curhan Director July 28, 1995 Ronald C. Curhan /s/Joshua R. Goldberg Director July 28, 1995 Joshua R. Goldberg /s/Joseph Lategano Director July 28, 1995 Joseph Lategano /s/Morton H. Sigel Director July 28, 1995 Morton H. Sigel EXHIBIT INDEX Exhibit Number Exhibit Location 2-1 Joint Plan of Reorganization Incorporated by reference from under Chapter 11 of the Exhibit 2-1 to the Company's Bankruptcy Code filed in Ca Current Report on Form 8-K No. 90-42184-JFQ through 90- dated October 23, 1992 42185-JFQ in District of Massachusetts (Western Division) dated July 22, 1992, confirmed on October 13, 1992 3-1 Restated Certificate of Incorporated by reference from Incorporation of the Company Exhibit 3-1 to the Company's dated October 13, 1992 Registration Statement on Form S-1 File No. 33-58342 ("Registration Statement No. 33-58342") 3-2 By-laws of the Company, as Incorporated by reference from amended Exhibit 3-2 to the Company's Annual Report on Form 10-k for the fiscal year ended January 29, 1994, File No. 0-13184 (the "1994 Form 10-K") 4-1 Specimen Common Stock Incorporated by reference from Certificate Exhibit 4-1 to Registration Statement No. 33-58342 4-2 Articles Fourth and Fifth of Included in Exhibit 3-1 the Restated Certificate of Incorporation of the Company dated October 13, 1992 4-3 Article 1 of the Amended Included in Exhibit 3-2 By-laws of the Company 10-1 Retirement Savings Plan Incorporated by reference from (401(k) Plan) of the Company Exhibit 10-9 to the Company's Annual Report on Form 10-K for the fiscal year ended January 28, 1989 10-2 Agreement dated October 1, Incorporated by reference from 1992 between Gibson Greetings, Exhibit 10-6 to the Company's Inc. and the Company Quarterly Report on Form 10-Q for the 13 weeks ended October 31, 1992, File No. 0-13184 10-3 Letter Agreement between the Incorporated by reference from Company and S. Joseph Hoffman Exhibit 10-12 to Amendment No. dated as of June 1, 1993 2 to Registration Statement No. 33-58342 Exhibit Number Exhibit Location 10-4 Loan and Security Agreement Incorporated by reference from between the Company and Exhibit 10-1 to the Company's Foothill Capital Corporation Current Report on Form 8-K dated as of December 16, 1993 dated December 29, 1993, File No. 0-13184 10-5 Depository Account Agreement Incorporated by reference from among the Company, Foothill Exhibit 10-10 to the 1994 Form Capital Corporation and 10-K Worcester County Institution for Savings dated January 26, 1994 10-6 Agency Agreement between the Incorporated by reference from Company and Gordon Brothers Exhibit 10-1 of the Company's Partners, Inc. dated as of Current Report on Form 8-K November 3, 1994 dated December 2, 1994, File No. 0-13184 10-7 Agency Agreement between the Incorporated by reference from Company and Garcel, Inc. dated Exhibit 10-1 to the Company's February 24, 1995 Current Report on Form 8-K dated March 15,1995, File No. 0-13184 10-8 1992 Employee Stock Option Sequentially numbered pages Plan, as amended 10-9 1994 Directors Stock Option Sequentially numbered pages Plan 10-10 1994 Cash Bonus Plan Sequentially numbered pages 10-11 Employment Agreement between Sequentially numbered pages the Company and David S. Ferguson dated as of August 5, 1995 10-1 Employment Agreement between Sequentially numbered pages the Company and Antone F. Moreira dated as of August 8, 1995 10-13 Amendment No. One to the Loan Sequentially numbered pages and Security Agreement between the Company and Foothill Capital Corporation dated March 20, 1995 Exhibit Number Exhibit Location 10-14 Second Amendment to the Loan Sequentially numbered pages and Security Agreement between the Company and Foothill Capital Corporation dated May 16, 1995 10-15 Stipulation Regarding Post- Sequentially numbered pages Petition Financing and Use of Cash Collateral dated as of May 16, 1995 10-16 Agency Agreement between the Sequentially numbered pages Company and Garcel, Inc. d/b/a Great American Asset Management dated May 3, 1995 27 Financial Data Schedule Included with Ammendment Number 1 EX-27 2
5 1,000 YEAR JAN-28-1995 JAN-28-1995 65 0 1289 0 15658 17012 14293 (9314) 24378 16235 0 7825 0 0 0 24378 98165 105269 73962 115011 0 (15254) 973 (16227) 0 (16227) 0 0 0 (16227) ($.75) 0
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