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Mercantile Stores Co Inc – ‘10-K’ for 1/29/94

As of:  Tuesday, 4/26/94   ·   For:  1/29/94   ·   Accession #:  64923-94-4   ·   File #:  1-03339

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  As Of                Filer                Filing    For·On·As Docs:Size

 4/26/94  Mercantile Stores Co Inc          10-K        1/29/94    5:96K

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         12     48K 
 5: EX-13       Annual or Quarterly Report to Security Holders        26    142K 
 2: EX-21       Subsidiaries of the Registrant                         1      8K 
 3: EX-23       Consent of Experts or Counsel                          1      5K 
 4: EX-24       Power of Attorney                                      1      7K 


10-K   —   Annual Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 1. Business
"Item 2. Properties
"Item 3. Legal Proceedings
"Item 4. Submission of Matters to a Vote of Security Holders
3Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
"Item 6. Selected Financial Data
"Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
"Item 8. Financial Statements and Supplementary Data
"Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
4Item 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
5Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
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-------------------------------------------------------------------------- -------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 29, 1994 [ ] 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 1-3339 MERCANTILE STORES COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 51-0032941 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 9450 Seward Road, Fairfield, Ohio 45014 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (513) 881-8000 Securities registered pursuant to Section 12(b) of the Act: Name Of Each Exchange On Title Of Each Class Which Registered Common stock $.14 2/3 par value The New York Stock Exchange 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-K or any amendment to this form 10-K. [X] The aggregate market value of the Company's voting stock held by non- affiliates based on the closing price on the New York Stock Exchange at April 22, 1994 was $845,943,700. The number of shares outstanding of the registrant's common stock, $.14 2/3 par value was 36,844,050 at April 22, 1994. Documents Incorporated by Reference: 1. Portions of Registrant's 1993 Annual Report to Stockholders are incorporated into Parts I and II. 2. Portions of Registrant's Proxy Statement for the annual meeting of stockholders to be held on May 25, 1994 are incorporated into Part III.
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PART I Item 1. Business. Mercantile Stores Company, Inc. ("Company" or "Registrant") was incorporated under the laws of the State of Delaware on January 10, 1919. The Company is listed on the New York Stock Exchange (NYSE designation of MST) and is engaged in general merchandise department store retailing. The Company's business is highly competitive. Its stores compete with other national, regional and local retail establishments including department stores, specialty stores and discount stores, which carry similar lines of merchandise. The Company competitive methodology focuses on customer service, value fashion, selection, advertising and store location. The Company regularly employs on a full or part-time basis an average of approximately 30,200 persons. In addition, the following portions of Registrant's 1993 Annual Report to Stockholders are incorporated herein by reference: Inside Front Cover; Financial Highlights (page 1); Management's Discussion and Analysis (pages 9-12); Ten-Year Selected Financial Data (pages 28-29). Item 2. Properties. The following table summarizes the property ownership and accompanying square footage of the ninety-nine department stores and two specialty stores operated by Mercantile Stores Company, Inc., as of January 29, 1994. Number of Square Stores Footage Owned Stores 58 8,829,302 Leased Stores 43 7,382,907 ________ __________ Total 101 16,212,209 Store Divisions and Locations (pages 30-31) of the Registrant's Annual Report to Stockholders for fiscal year ended January 29, 1994, is incorporated herein by reference. Item 3. Legal Proceedings. Note 10 (page 26) of the The Registrant's Annual Report to Stockholders for fiscal year ended January 29, 1994, is incorporated herein by reference. Item 4. Submission of Matters to a Vote of Security Holders. Not applicable.
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PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. Market and Dividend Information (page 1) and Stockholder Information (page 33) of the Registrant's 1993 Annual Report to Stockholders are incorporated herein by reference. Item 6. Selected Financial Data. The Ten-Year Financial Summary (pages 28-29) and Notes to Consolidated Financial Statements (pages 19-26) of the Registrant's 1993 Annual Report to Stockholders is incorporated herein by reference. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Management's Discussion and Analysis (pages 9-12) and Notes to Consolidated Financial Statements (pages 19-26) of the Registrant's 1993 Annual Report to Stockholders are incorporated herein by reference. Item 8. Financial Statements and Supplementary Data. The Consolidated Financial Statements (pages 15-18), Notes to Consolidated Financial Statements (pages 19-26), Report of Independent Public Accountants, which includes an explanatory paragraph that describes the change in the methods of accounting for income taxes discussed in Note 6 and accounting for postretirement benefits other than pension discussed in Note 7 of the Consolidated Financial Statements (page 14), and Quarterly Results (page 27) of the Registrant's 1993 Annual Report to Stockholders are incorporated herein by reference. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures. None.
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PART III Item 10. Directors and Executive Officers of the Registrant. The information required with respect to the Registrant's Directors and Executive Officers is included on pages 3-6 of the Registrant's Proxy Statement for the Annual Meeting of Stockholders to be held on May 25, 1994 and is incorporated herein by reference. Item 11. Executive Compensation. The information required with respect to Executive Compensation is included on pages 7-10 of the Registrant's Proxy Statement for the Annual Meeting of Stockholders to be held on May 25, 1994 and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management. The information required with respect to Security Ownership of Certain Beneficial Owners and Management is included on pages 4-6 of the Registrant's Proxy Statement for the Annual Meeting of Stockholders to be held on May 25, 1994 and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions. The information required with respect to Certain Relationships and Related Transactions is included on page 10 of the Registrant's Proxy Statement for the Annual Meeting of Stockholders to be held on May 25, 1994 and is incorporated herein by reference.
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PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. A. 1. The following Consolidated Financial Statements of Mercantile Stores Company, Inc., Notes to Consolidated Financial Statements and Report of Independent Public Accountants, from the Registrant's Annual Report to Stockholders for the fiscal year ended January 29, 1994 are incorporated herein by reference: (a) Statements of Consolidated Income and Retained Earnings for the fiscal years ended January 29, 1994 and January 31, 1993 and 1992 - page 15. (b) Consolidated Balance Sheets as of Janaury 29, 1994 and January 31,1993 - pages 16 and 17. (c) Statements of Consolidated Cash Flows for the fiscal years ended Janaury 29, 1994 and January 31, 1993 and 1992 - page 18. (d) Notes to Consolidated Financial Statements - pages 19-26. (e) Report of Independent Public Accountants, which includes an explanatory paragraph that describes the change in the methods of accounting for income taxes discussed in Note 6 and accounting for postretirement benefits other than pensions discussed in Note 7 of Notes to Consolidated Financial Statements - page 14. 2. Financial Statement Schedules of the Registrant and Consolidated Subsidiaries included herein: (a) Report of Independent Public Accountants, which includes an explanatory paragraph that describes the change in the methods of accounting for income taxes discussed in Note 6 and accounting for postretirement benefits other than pensions discussed in Note 7 of Notes to Consolidated Financial Statements, listed below. (b) Schedule V - Property and Equipment Schedule VI - Accumulated Depreciation and Amortization of Property and Equipment Schedule IX - Short-term Borrowings Schedule X - Supplementary Income Statement Information All other schedules have been omitted as they are inapplicable or the information required is shown in the Financial Statements or the Notes thereto.
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3. Exhibits: (3a)- The Restated Certificate of Incorporation of Mercantile Stores Company, Inc., as amended, is incorporated herein by reference from the Registrant's Form 10-K for the fiscal year ended January 31, 1989. (3b)- The Registrant's Bylaws, as amended, are incorporated herein by reference from the Registrant's Form 10-K for the fiscal year ended January 31, 1989. (4)- The Indenture agreement between Mercantile Stores Company, Inc. and The Fifth Third Bank, as Trustee, dated as of July 1, 1992, is incorporated herein by reference from Registration No. 33-50604, Exhibit 4.1. (10)- The Agreement, dated as of February 10, 1992, among Mercantile Stores Company, Inc., MST Acquisition Co., New MB, Inc., Maison Blanche, Inc. and all of the Owners and Registered Holders of All of the Issued and Outstanding Capital Stock of Maison Blanche, Inc. and the Agreement of Purchase and Sale, dated as of February 10, 1992, by and between G/MB Leasing Company, Limited Partnership and Maison Blanche, Inc., is incorporated herein by reference from the Current Report on Form 8-K of the Company dated February 10, 1992, as amended by Amendment No. 1 dated April 24, 1992 and Amendment No. 2 dated May 12, 1992. (13)- The Registrant's Annual Report to Stockholders for the fiscal year ended January 29, 1994. (21)- A listing of the subsidiaries of the Registrant. (23)- Consent of Independent Public Accountants. (24)- Power of Attorney. B. No reports on Form 8-K have been filed during the fourth quarter of the fiscal year ended January 29, 1994. 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. MERCANTILE STORES COMPANY, INC. (Registrant) BY: s/ David L. Nichols David L. Nichols Chairman of the Board Date: April 22, 1994.
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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: s/ David L. Nichols ____________________________ ___________________________ David L. Nichols * Thomas J. Malone (Chairman of the Board) (Director) As Principal Executive Officer s/ James M. McVicker ___________________________ ____________________________ James M. McVicker * Rene C. McPherson (Vice President) (Director) As Chief Financial Officer s/ William A. Carr ____________________________ ____________________________ William A. Carr * Gerrish H. Milliken (Treasurer) (Director) As Principal Accounting Officer ___________________________ ____________________________ * John A. Herdeg * Minot K. Milliken (Director) (Director) __________________________ _____________________________ * Roger K. Smith * Roger Milliken (Director) (Director) __________________________ ______________________________ * George S. Moore * H. Keith H. Brodie, MD (Director) (Director) __________________________ * Francis G. Rodgers (Director) *BY: s/ David L. Nichols David L. Nichols Date: April 22, 1994 An original Power of Attorney authorizing David L. Nichols, James M. McVicker and William A.Carr and each of them to sign this report hereto as Attorneys for Directors of the Registrant is being filed concurrently with the Securities and Exchange Commission.
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Stockholders and Board of Directors of Mercantile Stores Company, Inc. We have audited in accordance with generally accepted auditing standards, the consolidated financial statements included in Mercantile Stores Company, Inc.'s annual report to stockholders incorporated by reference in this Form 10-K, and have issued our report thereon dated April 1, 1994. Our report on the consolidated financial statements includes an explanatory paragraph with respect to the change in the method of accounting for income taxes in 1993 and postretirement benefits other than pensions in 1992 as discussed in Notes 6 and 7 to the consolidated financial statements. Our audit was made for the purpose of forming an opinion on those statements taken as a whole. The schedules listed in Item 14(A)(2)b are the responsibility of the Company's management and are presented for purposes of complying with the Securities and Exchange Commission's rules and are not a part of the basic financial statements. These schedules have been subjected to to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN & CO. Cincinnati, Ohio, April 1, 1994
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[Download Table] MERCANTILE STORES COMPANY, INC. AND SUBSIDIARIES SCHEDULE V PROPERTY AND EQUIPMENT (3) (OOO's omitted) (in thousands) (A) (B) (C) (D) (E) (F) Balance at Other Balance at beginning Additions Sales or changes/ end of Classification of period at cost retirements add/deduct period Year Ended January 29, 1994: Land $ 38,953 $ 0 $ 2,031 $ 0 $ 36,922 Buildings 174,753 2,835 1,405 0 176,183 Building Improvements 386,308 39,270 4,893 0 420,435 Store Fixtures 302,184 47,408 39,716 0 309,876 Delivery Equipment 264 154 0 192 (1) 226 Projects in Process 35,697 16,543 0 0 52,490 Leased Property 64,311 0 0 0 64,311 Total $1,002,470 $106,210 $ 48,045 $(192) $1,060,443 Year Ended January 31, 1993: Land $ 17,640 $ 21,313(5)$ 0 $ 0 $ 38,953 Buildings 82,195 92,600(5) 42 0 174,753 Building Improvements 292,822 100,533(5) 7,047 0 386,308 Store Fixtures 242,913 86,862(5) 27,591 0 302,184 Delivery Equipment 394 101 8 (223)(1) 264 Projects in Process 21,456 14,241 (4) 0 0 35,697 Leased Property 65,525 0 1,214 0 64,311 Total $ 722,945 $315,650 $ 35,902 $(223) $1,002,470 Year Ended January 31, 1992: Land $ 17,640 $ 0 $ 0 $ 0 $ 17,640 Buildings 83,050 0 855 0 82,195 Building Improvements 263,359 32,585 3,122 0 292,822 Store Fixtures 222,754 66,565 46,423 (17) (2) 242,913 Delivery Equipment 360 295 0 (261)(1)(2) 394 Projects in Process 31,423 (9,967)(4) 0 0 21,456 Leased Property 61,001 7,543 3,000 (19) 65,525 Total $ 679,587 $ 97,021 $ 53,400 $(263) $ 722,945 <FN> Notes: (1) Depreciation of delivery equipment charged to profit and loss (Note 1, Schedule VI). (2) Represents transfer of assets between categories. (3) The Company follows the practice of providing for depreciation at rates based on the estimated lives of the various classes of assets on a straight-line basis. The estimated lives are as follows: Buildings 15-50 years Building Improvements 10-35 years Store Fixtures 5-7 years Delivery Equipment 3 years Leased Property term of lease or life of property, if shorter (4) Represents net additions to and transfers from projects in process. (5) Includes the acquisition of Maison Blanche, Inc. in 1992.
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[Download Table] MERCANTILE STORES COMPANY, INC. AND SUBSIDIARIES SCHEDULE VI ACCUMULATED DEPRECIATION AND AMORTIZATION OF PROPERTY AND EQUIPMENT (OOO's omitted) (in thousands) (A) (B) (C) (D) (E) (F) Additions Balance at charged to Other Balance at beginning costs and Sales or changes/ end of Classification of period expense retirements add/deduct period Year Ended January 29, 1994: Buildings $ 45,992 $ 9,287 $ 1,215 $ 0 $ 54,064 Building Improvements 125,253 24,176 5,226 0 144,203 Store Fixtures 132,298 57,259 39,418 0 150,139 Leased Property 17,994 2,541 0 0 20,535 Total $ 321,537 $ 93,263(1) $45,859 $ 0 $ 368,941 Year Ended January 31, 1993: Buildings $ 35,827 $ 10,190 $ 25 $ 0 $ 45,992 Building Improvements 107,875 22,296 4,918 0 125,253 Store Fixtures 101,042 58,757 27,501 0 132,298 Leased Property 16,638 2,570 1,214 0 17,994 Total $ 261,382 $ 93,813(1) $33,658 $ 0 $ 321,537 Year Ended January 31, 1992: Buildings $ 33,608 $ 3,074 $ 855 $ 0 $ 35,827 Building Improvements 93,194 17,803 3,122 0 107,875 Store Fixtures 90,933 47,004 36,895 0 101,042 Leased Property 17,156 2,482 3,000 0 16,638 Total $ 234,891 $ 70,363(1)$ 43,872 $ 0 $ 261,382 <FN> Note: (1) A reconciliation of the provision for depreciation charged to cost and expense shown above with the provision included in the consolidated income statements follows: For the Years Ended January 29, January 31, January 31, 1994 1993 1992 Provision shown above $93,263 $93,813 $70,363 Depreciation on delivery equipment credit to assets (Schedule V) 192 223 244 Provision included in the consolidated income statements $93,455 $94,036 $70,607
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[Download Table] MERCANTILE STORES COMPANY, INC. AND SUBSIDIARIES SCHEDULE IX SHORT-TERM BORROWINGS (OOO's omitted) (in thousands) (A) (B) (C) (D) (E) (F) Weighted Maximum Average average Weighted amount amount interest Category of Balance at average outstanding outstanding rate aggregate short- end of interest during the during the during the term borrowings period rate period period (1) period(2) January 29, 1994: Note payable to bank $ N/A N/A N/A N/A N/A January 31, 1993: Notes payable to bank $ N/A N/A $51,000 $2,619 4.8% January 31, 1992: Note payable to bank $ N/A N/A $15,000 $ 394 5.4% <FN> NOTES: (1) Average amount outstanding during the period is computed by dividing the total of daily outstanding principal balance by 360. (2) Weighted average interest rate during the period is computed by dividing the actual short-term interest expense by the average short-term debt outstanding.
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[Download Table] MERCANTILE STORES COMPANY, INC. AND SUBSIDIARIES SCHEDULE X SUPPLEMENTARY INCOME STATEMENT INFORMATION ($000's omitted) (in thousands) (A) (B) (C) (D) Charged to costs and expenses for the years ended January 29, January 31, January 31, Item 1994 1993 1992 Advertising Costs $88,128 $90,223 $74,966 <FN> NOTE: Amounts not presented did not exceed 1% of net sales for any fiscal year shown.

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘10-K’ Filing    Date First  Last      Other Filings
5/25/9414
Filed on:4/26/94DEF 14A
4/22/9417
4/1/948
For Period End:1/29/94111DEF 14A
1/31/93511
7/1/926
5/12/926
4/24/926
2/10/926
1/31/92511
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