-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D5yR6RWc2Gw2XYu4DlNEI8rokvLAZY9ZjUjv3+hCG68m91Hf+9QnJl4Wm0xWUFDB HZ72rnedwNyRo+hggoGQdw== 0000092344-98-000024.txt : 19980506 0000092344-98-000024.hdr.sgml : 19980506 ACCESSION NUMBER: 0000092344-98-000024 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980505 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHLAND CORP CENTRAL INDEX KEY: 0000092344 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CONVENIENCE STORES [5412] IRS NUMBER: 751085131 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-16626 FILM NUMBER: 98610210 BUSINESS ADDRESS: STREET 1: 2711 N HASKELL AVE CITY: DALLAS STATE: TX ZIP: 75204 BUSINESS PHONE: 2148287011 MAIL ADDRESS: STREET 1: 2711 NORTH HASKELL AVE CITY: DALLAS STATE: TX ZIP: 75204 10-K/A 1 10-K/A - ---------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 10-K/A AMENDMENT NO. 1 to (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 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 Numbers 0-676 and 0-16626 ---------------------- THE SOUTHLAND CORPORATION (Exact name of registrant as specified in its charter) TEXAS 75-1085131 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2711 NORTH HASKELL AVE., DALLAS, TEXAS 75204-2906 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code, 214-828-7011 ----------------------- Securities registered pursuant to Section 12(b) of the Act: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- --------------------- NONE N/A Securities Registered pursuant to Section 12(g) of the Act: COMMON STOCK, $.0001 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 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. [] The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $283,865,109 at March 6, 1998, based upon 138,680,497 shares held by persons other than officers, directors and 5% owners. APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS 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 Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] 409,922,935 shares of Common Stock, $.0001 par value (the registrant's only class of Common Stock), were outstanding as of March 6, 1998. DOCUMENTS INCORPORATED BY REFERENCE Portions of the following documents are incorporated by reference into the listed Parts and Items of Form 10-K: Definitive Proxy Statement for April 22, 1998 Annual Meeting of Shareholders: Part III, a portion of Item 10 and Items 11, 12 and 13. =========================================================================== EXPLANATORY STATEMENT THE SOUTHLAND CORPORATION'S ANNUAL REPORT ON FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 1997, IS BEING AMENDED IN ORDER TO INCLUDE AS EXHIBITS RESTATED FINANCIAL DATA SCHEDULES FOR THE PERIODS AS REQUIRED IN REGULATION S-K, ITEM 601(c)(2)(iii). THE RESTATEMENT IS DUE TO A CHANGE IN ACCOUNTING PRINCIPLES, SPECIFICALLY, STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 128, "EARNINGS PER SHARE." IN ADDITION, THE RESTATED FINANCIAL DATA SCHEDULES ARE ALSO BEING AMENDED, WHERE APPROPRIATE, TO REFLECT RESTATEMENT OF CERTAIN NUMBERS THAT APPEARED IN THE SCHEDULES AS ORIGINALLY FILED. PURSUANT TO ITEM 601(c)(1)(iv) OF REGULATION S-K, THE FINANCIAL DATA SCHEDULE IS NOT DEEMED TO BE "FILED" FOR PURPOSES OF SECTION 11 OF THE SECURITIES ACT OF 1933, AS AMENDED, OR SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE FOLLOWING ITEMS OR PARTS OF THE FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1997, ARE HEREBY AMENDED AS FOLLOWS: ITEM 14(a)(3), EXHIBIT 27 is amended by adding Exhibits 27.1 and 27.2, restating the Financial Data Schedules for the year ended December 31, 1997 and the periods ended March 31, June 30, and September 30, 1997 (Exhibit 27.1) and for the years ended December 31, 1996 and 1995 and the periods ended March 31, June 30, and September 30, 1996 (Exhibit 27.2). Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) 3. The following is a list of the Exhibits required to be filed by Item 601 of Regulation S-K. 27.1 Restated Financial Data Schedule for December 31, 1997 and for the periods ended March 31, June 30, and September 30, 1997 27.2 Restated Financial Data Schedule for the years ended December 31, 1996 and 1995 and for the periods ended March 31, June 30, and September 30, 1996 EXHIBITS 27.1 and 27.2 ARE FILED ELECTRONICALLY ONLY, AND ARE NOT ATTACHED TO PRINTED REPORTS SIGNATURES SIGNATURE 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. THE SOUTHLAND CORPORATION Dated: May 4, 1998 /s/ Donald E. Thomas -------------------------- (Donald E. Thomas) Vice President and Controller INDEX TO EXHIBITS 27.1 Restated Financial Data Schedule for December 31, 1997 and for the periods ended March 31, June 30, and September 30, 1997 27.2 Restated Financial Data Schedule for the years ended December 31, 1996 and 1995 and for the periods ended March 31, June 30, and September 30, 1996 EXHIBITS 27.1 and 27.2 ARE FILED ELECTRONICALLY ONLY, AND ARE NOT ATTACHED TO PRINTED REPORTS EX-27.1 2 FINANCIAL DATA SCHEDULES WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 1,000 03-MOS 06-MOS 09-MOS 12-MOS DEC-31-1997 DEC-31-1997 DEC-31-1997 DEC-31-1997 MAR-31-1997 JUN-30-1997 SEP-30-1997 DEC-31-1997 50,571 47,023 46,012 38,605 0 0 0 0 108,569 110,134 102,417 133,291 5,582 5,682 5,926 6,796 101,684 107,745 111,794 125,396 355,362 366,478 369,021 386,641 2,608,511 2,646,273 2,694,245 2,768,174 1,264,097 1,293,351 1,327,373 1,351,487 2,018,486 2,015,697 2,031,785 2,090,081 647,481 657,440 655,737 729,649 1,963,152 1,927,381 1,901,977 1,894,545 41 41 41 41 0 0 0 0 0 0 0 0 (786,356) (759,530) (724,493) (721,568) 2,018,486 2,015,697 2,031,785 2,090,081 1,604,400 3,386,383 5,260,319 6,971,145 1,626,023 3,430,111 5,326,897 7,060,557 1,154,633 2,414,283 3,736,076 4,958,926 1,154,633 2,414,283 3,736,076 4,958,926 438,288 918,418 1,415,620 1,896,206 0 0 0 0 23,899 45,714 67,872 90,130 9,203 51,696 107,329 115,295 3,681 20,544 42,706 45,253 5,522 31,152 64,623 70,042 0 0 0 0 0 0 0 0 0 0 0 0 5,522 31,152 64,623 70,042 0.01 0.08 0.16 0.17 0.01 0.07 0.15 0.16
EX-27.2 3 FINANCIAL DATA SCHEDULES WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 1,000 12-MOS 03-MOS 06-MOS 09-MOS 12-MOS DEC-31-1995 DEC-31-1996 DEC-31-1996 DEC-31-1996 DEC-31-1996 DEC-31-1995 MAR-31-1996 JUN-30-1996 SEP-30-1996 DEC-31-1996 43,047 84,331 69,457 46,431 36,494 0 0 0 0 0 112,082 108,831 109,953 100,442 114,422 4,858 4,724 4,691 4,605 5,009 102,020 105,279 106,241 101,419 109,050 356,107 400,264 387,647 351,623 350,900 2,466,634 2,496,483 2,524,790 2,553,822 2,587,492 1,130,851 1,158,641 1,182,333 1,214,248 1,237,653 2,081,117 2,119,678 2,094,455 2,036,935 2,039,148 720,127 788,841 778,934 729,387 674,932 2,005,237 1,975,080 1,935,549 1,905,070 1,938,828 41 41 41 41 41 0 0 0 0 0 0 0 0 0 0 (880,833) (874,779) (843,405) (804,778) (788,996) 2,081,117 2,119,678 2,094,455 2,036,935 2,039,148 6,745,820 1,562,614 3,354,350 5,194,220 6,868,912 6,824,278 1,581,651 3,395,569 5,258,260 6,955,263 4,762,707 1,120,568 2,387,008 3,685,445 4,893,061 4,762,707 1,120,568 2,387,008 3,685,445 4,893,061 1,874,460 428,867 902,572 1,381,886 1,841,174 0 0 0 0 0 85,582 23,068 46,196 68,326 90,204 101,529 9,148 59,793 122,603 130,824 (66,065) 3,659 23,917 49,041 41,348 167,594 5,489 35,876 73,562 89,476 0 0 0 0 0 103,169 0 0 0 0 0 0 0 0 0 270,763 5,489 35,876 73,562 89,476 0.66 0.01 0.09 0.18 0.22 0.65 0.01 0.08 0.17 0.20 BASIC EPS FROM CONTINUING OPERATIONS (BEFORE EXTRAORDINARY ITEM) IS 0.41. DILUTED EPS FROM CONTINUING OPERATIONS (BEFORE EXTRAORDINARY ITEM) IS 0.40.
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