10-Q 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended May 20, 2000 [ ] 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: 33-63372 PUEBLO XTRA INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 65-0415593 ------------------------------------ ----------------------------- (State or other jurisdiction of (I.R.S. employer identification no.) incorporation or organization) 1300 N.W. 22nd Street Pompano Beach, Florida 33069 ------------------------------------ ----------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (954) 977-2500 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None 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 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-Q or any amendment to this Form 10-Q. [X] No voting stock of the Registrant is held by non-affiliates of the Registrant. Number of shares of the Registrant's Common Stock, $ .10 par value, outstanding as of June 30, 2000 -- 200. INDEX PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS Page(s) ------- Consolidated Balance Sheets - May 20, 2000 (Unaudited) and January 29, 2000 . . . . . . . . 3-4 Consolidated Statements of Operations (Unaudited) - Sixteen weeks ended May 20, 2000 and May 22, 1999. . . . . . . . . . . . . . . . . . . . . . . 5 Consolidated Statements of Cash Flows (Unaudited)- Sixteen weeks ended May 20, 2000 and May 22, 1999. . . . . . . . . . . . . . . . . . . . . . . 6 Notes to Consolidated Financial Statements (Unaudited). . . . . . . . . . 7-8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . 9-13 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . 14
CONSOLIDATED BALANCE SHEETS PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES (Dollars in thousands)
(Unaudited) (Audited) May 20, January 29, 2000 2000 ------------- ------------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 67,184 $ 95,711 Accounts receivable 4,341 4,012 Inventories 58,887 57,161 Prepaid expenses 15,515 7,871 Deferred income taxes 3,489 3,489 --------- --------- TOTAL CURRENT ASSETS 149,416 168,244 --------- --------- PROPERTY AND EQUIPMENT Land and improvements 6,306 6,215 Buildings and improvements 39,970 39,221 Furniture, fixtures and equipment 113,142 120,103 Leasehold improvements 38,935 39,605 Construction in progress 15,423 9,928 --------- --------- 213,776 215,072 Less accumulated depreciation and amortization 105,530 107,254 --------- --------- 108,246 107,818 Property under capital leases, net 14,130 14,445 --------- --------- TOTAL PROPERTY AND EQUIPMENT 122,376 122,263 GOODWILL, net of accumulated amortization of $34,694 at May 20, 2000 and $33,146 at January 29, 2000 164,287 165,835 DEFERRED INCOME TAX 7,124 7,137 TRADE NAMES 28,706 28,973 DEFERRED CHARGES AND OTHER ASSETS 28,087 29,112 --------- --------- TOTAL ASSETS $ 499,996 $ 521,564 ========= =========
The accompanying notes are an integral part of these consolidated financial statements. CONSOLIDATED BALANCE SHEETS PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES (Dollars in thousands, except share data)
(Unaudited) (Audited) May 20, January 29, 2000 2000 ------------- ------------- LIABILITIES AND STOCKHOLDER'S EQUITY CURRENT LIABILITIES Accounts payable $ 80,547 $ 84,366 Accrued expenses 27,043 41,226 Salaries, wages and benefits payable 8,271 9,724 Current obligations under capital leases 638 714 Current installment long-term debt 10,000 10,000 ----------- ----------- TOTAL CURRENT LIABILITIES 126,499 146,030 NOTES PAYABLE 260,034 259,645 CAPITAL LEASE OBLIGATIONS, net of current portion 13,216 13,346 RESERVE FOR SELF-INSURANCE CLAIMS 3,931 5,610 DEFERRED INCOME TAXES 23,427 23,100 OTHER LIABILITIES AND DEFERRED CREDITS 32,799 32,927 ----------- ----------- TOTAL LIABILITIES 459,906 480,658 ----------- ----------- STOCKHOLDER'S EQUITY Common stock, $.10 par value; 200 shares authorized and issued - - Additional paid-in capital 91,500 91,500 Accumulated deficit (51,410) (50,594) ----------- ----------- TOTAL STOCKHOLDER'S EQUITY 40,090 40,906 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 499,996 $ 521,564 =========== ===========
The accompanying notes are an integral part of these consolidated financial statements. CONSOLIDATED STATEMENTS OF OPERATIONS PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES (Dollars in thousands)
(Unaudited) For the 16 Weeks Ended -------------------------------- May 20, 2000 May 22, 1999 -------------- -------------- Net sales $197,074 $217,217 Cost of goods sold 133,072 147,612 -------------- -------------- GROSS PROFIT 64,002 69,605 OPERATING EXPENSES Selling, general and administrative expenses 49,194 47,800 Gain on insurance settlement (2,464) - Depreciation and amortization 10,124 10,115 -------------- -------------- OPERATING PROFIT 7,148 11,690 Interest expense on debt (8,873) (8,913) Interest expense on capital lease obligations (598) (289) Interest and investment income, net 1,046 526 Loss on sale/leaseback of real property - (1,291) -------------- -------------- (LOSS) INCOME BEFORE TAXES (1,277) 1,723 Income tax benefit (expense) 461 (158) -------------- -------------- NET (LOSS) INCOME $(816) $1,565 ============== ==============
The accompanying notes are an integral part of these consolidated financial statements. CONSOLIDATED STATEMENTS OF CASH FLOWS PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES (Dollars in thousands)
(Unaudited) For the 16 Weeks Ended --------------------------------- May 20, 2000 May 22, 1999 --------------- --------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $(816) $1,565 Adjustments to reconcile net (loss) income to net cash used in operating activities, net of effects of disposal of Florida retail operations: Depreciation and amortization of property and equipment 5,827 5,750 Amortization of intangible and other assets 4,297 4,365 Amortization of bond discount 389 350 Loss on sale/leaseback of real estate - 1,291 Gain on insurance settlement (2,464) - (Gain) loss on disposal of property and equipment, net (48) 89 (Benefit) Amortization in other liabilities and deferred credits (128) 3,324 Benefit from reduction of reserves for self-insurance claims (1,679) (2,372) Changes in operating assets and liabilities: (Increase) decrease in: Accounts receivable (329) (2,094) Inventories (3,643) (4,349) Prepaid expenses (7,644) (7,530) Other assets 460 469 Increase (decrease) in: Accounts payable and accrued expenses (16,841) (19,663) Deferred income tax liability 340 (434) --------------- --------------- (22,279) (19,239) Decrease attributable to disposal of Florida retail operations - (3,022) --------------- --------------- Net cash used in operating activities (22,279) (22,261) --------------- --------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (6,110) (2,320) Proceeds from disposal of property and equipment 68 86 --------------- --------------- Net cash used in investing activities (6,042) (2,234) --------------- --------------- CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on capital lease obligations (206) (189) --------------- --------------- Net cash used in financing activities (206) (189) --------------- --------------- Net decrease in cash and cash equivalents (28,527) (24,684) Cash and cash equivalents at beginning of period 95,711 55,500 --------------- --------------- Cash and cash equivalents at end of period $67,184 $30,816 =============== =============== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $13,442 $13,173 Income taxes, net of refunds $4,134 $401
The accompanying notes are an integral part of these consolidated financial statements NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES NOTE 1 -- INTERIM FINANCIAL STATEMENTS With respect to the unaudited financial information for the 16 weeks ended May 20, 2000 and May 22, 1999, it is the opinion of management of Pueblo Xtra International, Inc. and its wholly-owned subsidiaries (collectively, the "Company") that the adjustments necessary to prepare a fair statement of the results for such interim periods have been included. Such adjustments, other than those related to the final accounting for the property portion settlement of the Hurricane Georges insurance claim as detailed herein, were of a normal and recurring nature. Operating results for the 16 weeks ended May 20, 2000 and May 22, 1999 are not necessarily indicative of results that may be expected for the full fiscal years. The Company's fiscal year ends on the last Saturday in January. Reclassifications Certain amounts in the prior year's consolidated financial statements and related notes have been reclassified to conform to the current year's presentation. NOTE 2 -- INVENTORY The results of the Company's operations reflect the application of the last-in, first-out ("LIFO") method of valuing certain inventories of grocery, non-food and dairy products. Since an actual valuation of inventories under the LIFO method is only made at the end of a fiscal year based on inventory levels and costs at that time, interim LIFO calculations are based on management's estimates of expected year-end inventory levels and costs and are subject to year-end adjustments. NOTE 3 -- DISCLOSURE ON OPERATING SEGMENTS The Company has two primary operating segments: retail food sales and video tape rentals and sales. The Company's retail food division consists of 50 supermarkets, 44 of which are in Puerto Rico and 6 of which are in the Virgin Islands. The Company also has the exclusive franchise rights to Blockbuster video stores for Puerto Rico and the Virgin Islands operated through 43 Blockbuster stores, 41 of which are in Puerto Rico and 2 of which are in the Virgin Islands. Most of the Blockbuster stores are adjacent to or a separate section within a retail food supermarket. Administrative headquarters are in Florida. Although the Company maintains data by geographic location, its segment decision making process is based on its two product lines. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES NOTE 3 -- DISCLOSURE ON OPERATING SEGMENTS (Continued) Reportable operating segment financial information is as follows (dollars in thousands):
Retail Food Videotape Total For the 16 Weeks Ended and as of May 20, 2000: Net sales $ 183,741 $ 13,333 $ 197,074 Depreciation and amortization (7,489) (2,635) (10,124) Operating profit (a), (b) 6,482 666 7,148 Total assets 474,063 25,933 499,996 Capital expenditures (6,082) (28) (6,110) For the 16 Weeks Ended May 22, 1999: Net sales $ 201,109 $ 16,108 $ 217,217 Depreciation and amortization (7,330) (2,785) (10,115) Operating profit (b) 9,689 2,001 11,690 Capital expenditures (2,211) (109) (2,320) As of January 29, 2000: Total assets $ 494,482 $ 27,082 $ 521,564
Because the Retail Food and Videotape Divisions are not segregated by corporate entity structure, the operating segment amounts shown above do not represent totals for any subsidiary of the Company. All overhead expenses including depreciation on assets of administrative departments are allocated to operations. Amounts shown in the total column above correspond to amounts in the consolidated financial statements. (a) The Retail Food Division includes a $2.5 million gain (before income taxes) realized upon completion of the repairs for the damages caused by Hurricane Georges in September 1998 and the related final accounting for such. (b) See Management's Discussion and Analysis for discussions of gross profit and selling, general and administrative expenses. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview and Basis of Presentation The following discussion of the Company's financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this Form 10-Q. Hurricane Georges Hurricane Georges struck all of the Company's operating facilities on September 20 and 21, 1998. All of the Company's stores, with the exception of two, were reopened. During fiscal 2000, the Company settled the property portion of its hurricane insurance claim. As a result, during the fiscal year (52 weeks) ended January 29, 2000 the Company received $41.3 million in cash reimbursement from its insurance carriers under the settlement and recorded a $8.1 million gain net of applicable income taxes. During the quarter (16 weeks ended May 20, 2000), the Company recorded an additional $1.5 million gain, net of applicable income taxes, realized upon completion of the repairs for the damages caused by the hurricane and the related final accounting for such. The impact of the gain on EBITDA was $2.5 million. The Company's insurance policy also includes business interruption coverage which provides for reimbursement for lost profits as a result of the storm. On December 2, 1999 the Company presented its initial interim business interruption claim covering the 35 weeks ended on May 22, 1999, the period immediately subsequent to the storm. The total claim, when completed, will involve the period from the date of the storm through 12 months after the date the Company's reconstruction efforts are deemed to have been substantially completed. The interim claim is for a material amount of lost profits as will be the total claim when completed. As of this filing, no substantive activities to adjust the interim business interruption insurance claim submitted by the Company have taken place and as a result, the Company is unable to estimate both the total claim and time frame for the adjustment/settlement process. The accompanying financial statements do not include any anticipated recovery from the business interruption claim as all recoveries will be pretax gains which may be included only at such time as they are settled and realized. Selected Operating Results (as a percentage of sales) Gross Profit 32.5 % 32.0% Selling, General & Administrative Expenses 25.0 22.0 Gain on insurance settlement 1.3 - EBITDA, as defined (1) 8.8 10.0 Depreciation & Amortization 5.1 4.7 Operating Profit 3.6 5.4 (Loss) Income Before Income Taxes (0.7) 0.8 Net (Loss) Income (0.4) 0.7
---------- (1) EBITDA, as defined, is Earnings Before Interest expense-net, income Taxes, Depreciation, and Amortization and the loss on the sale/ leaseback transaction. EBITDA, as defined and disclosed herein, is neither a measurement pursuant to accounting principles generally accepted in the United States of America nor a measurement of operating results and is included for informative purposes only. Results of Operations As of May 20, 2000, the Company operated a total of 50 supermarkets and 43 Blockbuster locations in Puerto Rico and the U. S. Virgin Islands. Between May 22, 1999 and May 20, 2000, the Company closed one Blockbuster Store in Puerto Rico. The history of store openings and closings from the end of the first quarter of the prior year on May 22, 1999 through the end of the first quarter of the current year on May 20, 2000, as well as the store composition, is set forth in the tables below:
Stores in Operation: At May 22, 1999. . . . . . . . . . . . . . 94 Stores opened: Supermarkets . . . . . . . . . . . . . 0 Blockbuster video stores . . . . . . . 0 Stores closed: Puerto Rico - Supermarket . . . . . . . 0 Puerto Rico - Blockbuster . . . . . . . 1 ------- At May 20, 2000. . . . . . . . . . . . . . 93 ======= Remodels . . . . . . . . . . . . . . . . . . 8 ======= May 20, 2000 May 22, 1999 ------------ ------------ Store Composition at Quarter-End: By division: Supermarkets . . . . . . . . . . . . 50 50 Blockbuster video stores . . . . . . 43 44 ------- ------- Total 93 94 ======= ======= By location: Puerto Rico . . . . . . . . . . . . . 85 86 U.S. Virgin Islands . . . . . . . . . 8 8 ------- ------- Total 93 94 ======= =======
The following is the summary of total and comparable store sales:
Percentage increase, (decrease) in sales for the 16 weeks ended May 20, 2000 ------------------------------------------ Total Sales (9.3)% ======= Comparable Stores: Retail Food Division (8.6)% ======= Blockbuster Video (16.7)% ======= Total Comparable Store Sales (9.2)% =======
Total sales for the first quarter (16 weeks ended May 20, 2000) were $197.1 million, versus $217.2 million in sales for the first quarter of the prior year, a 9.3% decrease. For the comparable 16 week period same store sales were $197.1 million versus $217.1 million for the prior year, a decline of 9.2%. "Same stores" are defined as those stores that were open as of the beginning of both periods and remained open through the end of the periods. Same store sales in the Retail Food Division declined 8.6%. The principal factors contributing to the decline in same stores sales in the Retail Food Division are increased competition, the disruption over the past 20 months caused by repairing and replacing components of the stores damaged by Hurricane Georges and its related impact on customers, and the disruption associated with remodeling stores. Blockbuster Division same store sales decreased 16.7% for the quarter from the comparable period of the prior year. The decrease in Blockbuster same store sales for the quarter was a result of increased competition and a lack of popular new releases of both rental and sell-through videos. Increased competition has been in two forms. One is new competing video outlets. The second, and more significant factor, is increased competition from mass merchandising of self-activated cellular phones and prepaid phone cards on the island of Puerto Rico. The net decline in gross profit for the quarter (16 weeks ended May 20, 2000) was $5.6 million to $64.0 million from $69.6 million for the same quarter of the prior year (16 weeks ended May 22 1999). The net decline includes a decline of $8.3 million resulting from a combination of the decline in sales and retail pricing adjustments in the Retail Food Division made as part of the fiscal 2001 marketing plan to reintroduce the consumers in our markets to the "new Pueblo". This decline was partially offset by a $2.7 million increase which was a result of reevaluation of the methodology and need for certain product reserves. The rate of gross profit (as a percentage of sales), for the quarter (16 weeks ended May 20, 2000) was 32.5% compared to 32.0% for the same quarter of the prior year (16 weeks ended May 22, 1999). The impact of the $2.7 million increase resulting from evaluation of reserves was to increase the rate 1.4% over the comparable period of the prior year. The rate of gross profit excluding the impact of this adjustment was 31.1% for the quarter (16 weeks ended May 20, 2000), a decline of 1.0% as a percentage of sales. The primary reason for the decline in the rate of gross profit was the retail pricing adjustments made as part of the fiscal 2001 marketing plan. Selling, general and administrative expenses were $49.2 million for the quarter (16 weeks ended May 20, 2000) compared to $47.8 million for the same quarter of the prior year (16 weeks ended May 22, 1999), an increase of $1.4 million. The sale/leaseback transaction that occurred on June 1, 1999 resulted in an increase in rent expense, net of rental income, of $1.4 million for the quarter (16 weeks ended May 20, 2000) versus the comparable period of the prior year. Furthermore, benefits of the Company's on going re-engineering programs in the areas of health insurance and general liability claims costs, and the disposition of its Florida retail locations, also impacted the comparability of selling, general and administrative costs for the quarters (16 weeks) ended May 20, 2000 and May 22, 1999. The re-engineering programs resulted in reductions of selling, general and administrative costs by $1.2 million for the quarter (16 weeks ended May 20, 2000) whereas they reduced selling, general and administrative costs for the quarter ended May 22, 1999 by $3.3 million. The final disposition of, and related accounting for, the Company's Florida retail locations reduced selling, general and administrative costs for the quarter ended May 22, 1999 by $1.2 million. The net loss for the quarter (16 weeks ended May 20, 2000) was $0.8 million, a decrease of $2.4 million from the net profit of $1.6 million in the first quarter of the prior fiscal year (16 weeks ended May 22, 1999). EBITDA, as defined, Earnings Before Interest expense-net, income Taxes, Depreciation and Amortization and the loss on the sale/leaseback transaction was $17.3 million for this quarter (16 weeks ended May 20, 2000), versus $21.8 million for the first quarter of the prior year (16 weeks ended May 22, 1999). The impact on earnings of the decline in sales was offset somewhat by cost reductions and a gain related to the Company's hurricane Georges property damage insurance settlement. The net loss for the quarter ended May 20, 2000 includes a $1.5 million gain realized upon completion of the repairs for the damages caused by the hurricane and the related final accounting for such. The impact of the gain on EBITDA was $2.5 million. The quarter ended May 22, 1999 includes a loss on a sale-leaseback transaction which reduced net income by $1.2 million. Liquidity and Capital Resources Company operations have historically provided a cash flow which, along with the available credit facility, have provided adequate liquidity for the Company's operational needs. Net cash used in operating activities for both periods presented was $22.3 million. Net cash used in investing activities for purchases of property and equipment, net of proceeds on sales of property and equipment, was $6.0 million for the 16 weeks ended May 20, 2000 versus $2.2 million for the comparable period of the prior year. Net cash used in financing activities was $0.2 million in the first quarters of both fiscal 2001 and fiscal 2000 and was entirely for payment on capital lease obligations. Working capital increased during the first quarter by $0.7 million to $22.9 million as of May 20, 2000 from $22.2 million as of January 29, 2000 producing an improved current ratio of 1.18:1 versus 1.15:1. Outstanding borrowings with a governmental agency of Puerto Rico from the issuance of industrial revenue bonds were $10.0 million as of May 20, 2000. Management anticipates that the principal payments due October 1, 2000 will be financed by operations. The Company's management believes that the cash flows generated by its normal business operations together with its available revolving credit facility will be adequate for its liquidity and capital resource needs. Impact of Inflation, Currency Fluctuations, and Market Risk The inflation rate for food prices continues to be lower than the overall increase in the U.S. Consumer Price Index. The Company's primary costs, products and labor, usually increase with inflation. Increases in inventory costs can typically be passed on to the customer. Other cost increases must be recovered through operating efficiencies and improved gross margins. Currency in Puerto Rico and the U.S. Virgin Islands is the U.S. dollar. As such, the Company has no exposure to foreign currency fluctuations. The Company is exposed to certain market risks from transactions that are entered into during the normal course of business. The Company does not trade or speculate in derivative financial instruments. The Company's primary market risk exposure relates to interest rate risk. The Company manages its interest rate risk in order to balance its exposure between fixed and variable rates while attempting to minimize its interest costs. As detailed in Note 4 of the Form 10 - K for the year ended January 29, 2000 -- Debt in the finan- cial statements, the Company's long-term debt consists of: (i) senior notes of $265 million at a fixed rate of 9 1/2% due in 2003 and (ii) variable rate revenue bonds due in 2001 of $10 million upon which the weighted average interest rate was 5.03% and 4.40% at May 20, 2000 and January 29, 2000, respectively. Forward Looking Statements Statements, other than statements of historical information, under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Form 10-Q may constitute forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include, among others, statements concerning: (1) management's belief that cash flows generated by the Company's normal business operations together with its available credit facility will be adequate for its liquidity and capital resource needs, (2) insurance recovery expectations, and, (3) the extent to which future operations may be inhibited by, and the expected period to recover from, effects of the hurricane. These statements are based on Company management's expectations and are subject to various risks and uncertainties. Actual results could differ materially from those anticipated due to a number of factors, including but not limited to the Company's substantial indebtedness and high degree of leverage, which continue as a result of the Refinancing Plan described in the Company's fiscal year 2000 10-K (including limitations on the Company's ability to obtain additional financing and trade credit, to apply operating cash flow for purposes in addition to debt service, to respond to price competition in economic downturns and to dispose of assets pledged to secure such indebtedness or to freely use proceeds of any such dispositions), the Company's limited geographic markets and competitive conditions in the markets in which the Company operates, buying patterns of consumers, and the outcome of the claims process with insurers. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 27 Financial Data Schedule. (b) Reports on Form 8-K None. SIGNATURE Pursuant to the requirement 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. PUEBLO XTRA INTERNATIONAL, INC. Dated: June 30, 2000 /s/ Daniel J. O'Leary ----------------------------- Daniel J. O'Leary, Executive Vice President and Chief Financial Officer