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Smiths Food & Drug Centers Inc · 10-K · For 12/31/94

Filed On 3/30/95   ·   Accession Number 850309-95-1   ·   SEC File 1-10252

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

 3/30/95  Smiths Food & Drug Centers Inc    10-K       12/31/94    7:109K

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        From 10-K for Year Ended December 31, 1994            19±    96K 
 4: EX-10.10    Material Contract                                     10±    45K 
 2: EX-10.2     Material Contract                                      1      8K 
 3: EX-10.8     Material Contract                                      4±    20K 
 5: EX-13.1     Annual or Quarterly Report to Security Holders        18±    86K 
 6: EX-23.1     Consent of Experts or Counsel                          1      6K 
 7: EX-27       Financial Data Schedule                                1      6K 


10-K   —   From 10-K for Year Ended December 31, 1994
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Item 1. Business
"Item 2. Properties
"Item 3. Legal Proceedings
"Item 4. Submission of Matters to a Vote of Security Holders
"Part Ii
"Item 5. Market for the 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 Disclosure
"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
"Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K


UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1994 (fifty-two weeks) Commission File Number: 001-10252 SMITH'S FOOD & DRUG CENTERS, INC. (Exact name of registrant as specified in its charter) Delaware 87-0258768 (State of incorporation) (I.R.S. Employer Identification No.) 1550 South Redwood Road, Salt Lake City, UT 84104 (Address of principal executive offices) (Zip Code) (801) 974-1400 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Class B Common Stock, $.01 par value New York Stock Exchange (Title of each class) (Name of each exchange on which registered) 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 The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the last sale price of the Class B Common Stock on February 28, 1995: $411,279,332 Number of shares outstanding of each class of common stock as of February 28, 1995: Class A 12,008,270 Class B 13,021,425 DOCUMENTS INCORPORATED BY REFERENCE Portions of the Company's definitive Proxy Statement dated March 24, 1995 for the Annual Meeting of Stockholders to be held on April 25, 1995 are incorporated by reference into Part III of this Form 10-K. 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 Annual Report on Form 10-K or any amendment to this Annual Report on Form 10-K. [ ] TABLE OF CONTENTS PART I 3 Item 1. Business 3 Item 2. Properties 5 Item 3. Legal Proceedings 6 Item 4. Submission of Matters to a Vote of Security Holders 6 PART II........ 6 Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters 6 Item 6. Selected Financial Data 7 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Item 8. Financial Statements and Supplementary Data 7 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 7 PART III 7 Item 10. Directors and Executive Officers of the Registrant 7 Item 11. Executive Compensation 8 Item 12. Security Ownership of Certain Beneficial Owners and Management 8 Item 13. Certain Relationships and Related Transactions 8 PART IV 9 Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 9 PART I Item 1. Business Smith's Food & Drug Centers, Inc. (the "Company") is a leading regional supermarket and drug store chain operating in the Intermountain, Southwestern, and Southern California regions of the United States. As of December 31, 1994 the Company operated 137 stores in Arizona, California, Idaho, New Mexico, Nevada, Texas, Utah and Wyoming. The Company was founded in 1948 and reincorporated under Delaware law in 1989. The Company's Class B Common Stock is traded on the New York Stock Exchange under the symbol "SFD". The Company develops and operates combination food and drug centers which offer a full selection of supermarket food items, a wide assortment of nonfood and drug items and a number of specialty departments including a "Big-Deals" section which offers many food and household items in larger "warehouse" pack sizes at warehouse club prices. Primary food products sold in the stores include groceries, meat, poultry, produce, dairy products, delicatessen items, prepared foods, bakery products, frozen foods, take-out foods, fresh juices, and specialty fish, meat and cheese. Some or all of the following nonfood items are available in the stores: full-line pharmacy and related over-the- counter drug items, health and beauty aids, video rentals, in- store banking services, housewares, toys, camera/photo department items, one-hour photo processing, cosmetics and other general merchandise. The average size of the Company's food and drug centers opened during fiscal 1994 was 72,700 square feet. The Company's food and drug centers currently being opened range in size from approximately 54,000 to 81,000 square feet per store, and future stores are expected to range in size from 54,000 to 66,000 square feet per store, depending on site constraints and the number and size of competing stores in relation to the population of the market area being served. In order to respond to changing consumer needs, the Company continually refines its store configurations and layouts. The Company's 137 stores at December 31, 1994 consisted of 123 large combination food and drug centers averaging 69,600 square feet, 12 superstores averaging 40,500 square feet and two conventional stores averaging 26,000 square feet. The combination stores range in size from 45,000 to 84,000 square feet and offer a complete line of supermarket, nonfood and drug products. These stores feature modern, attractive layouts with wide aisles and well-lighted spaces to facilitate convenient shopping, a variety of specialty departments, and centralized, highly automated checkout facilities. The superstores range in size from 30,000 to 45,000 square feet and have the appearance of a large supermarket augmented with a significant amount of nonfood and drug merchandise. Generally the superstores have fewer and more limited specialty departments than the combination stores. The conventional stores have the appearance of traditional supermarkets. The Company's strategy is to offer customers a broad product selection at everyday low prices combined with quality customer service in large, modern, attractive food and drug centers with ample parking. Customers are able to fill a substantial portion of their daily and weekly shopping needs at one convenient location. The Company promotes its reputation as a low price competitor in its market areas through a policy of everyday low pricing. Management attributes much of the Company's success to combining broad product selection and everyday low prices with quality customer service. The Company's primary focus in existing markets has been on increasing sales volume by offering customers low prices and quality customer service combined with specifically designed marketing programs. The Company also has focused on increasing sales volume by opening new stores in existing and adjacent markets. During 1994, the Company opened eight combination stores in the following states: six in California, one in New Mexico, and one in Nevada. The Company's expansion into Southern California was intentionally slowed to fine-tune and improve the operation of the 32 stores opened there during the past three years. Emphasis of future expansion will be in other states where the Company operates. The Company currently plans to open 14 to 16 new stores in 1995, five of which were opened during the first two months of 1995. These new stores will primarily be located in Arizona, Nevada, and New Mexico. Operations The Company operates two major regions. Region I consists of 105 stores in Arizona, Idaho, New Mexico, Nevada, Texas, Utah and Wyoming. Region II consists of 32 stores in Southern California. The regions are divided into nine geographic districts ranging from 12 to 17 stores each. The regions and districts are staffed with operational managers who are given as much autonomy as possible while retaining the advantages of central control and economies of scale over accounting, real estate, legal and data processing functions. This operational autonomy enables operating management to react quickly to local market circumstances and gain competitive advantages as local conditions change. District and store managers are responsible for most aspects of store operations. Competition The retail food and drug industry is highly competitive. The Company competes with other large regional and national food and drug store chains, local food and drug stores, specialty food stores, convenience stores, restaurants and fast food chains. Principal competitive factors include store location, price, service, convenience, cleanliness, product quality and variety. Because the food and drug store business is characterized by narrow profit margins, the Company's earnings depend primarily on high sales volume and operating efficiency. The Company engages in aggressive price competition in each market that it serves and monitors its market share in those markets through internal research which is updated on a regular basis. As the Company continues to move into new market areas, it anticipates significant competitive pressure on its operating margins in those markets. Purchasing, Distribution and Processing The Company operates approximately 4.2 million square feet of distribution and processing facilities. Central distribution facilities in Salt Lake City and Layton, Utah; Tolleson, Arizona; and Riverside, California supply products to all of the Company's stores. The Company also operates produce warehouses located in Albuquerque, New Mexico and Ontario, California. The Company's processing facilities located in Layton, Utah produce a variety of products under the Company's private labels for distribution to Company stores. The Company's automated frozen dough plant produces frozen bakery goods for final baking at in-store bakeries. The Company's cultured dairy products plant produces sour cream, yogurt, cottage cheese and chip dip products. The Company's ice cream processing plant supplies all stores with Smith's private label ice cream. The Company's dairy plants located in Layton, Tolleson and Riverside process a variety of milk, milk products and fruit beverages. The Company purchases significant levels of selected products, typically fast moving inventory items, on a forward purchase basis in order to secure lower prices or to take advantage of special buying opportunities. Forward purchasing exposes the Company to risks of possible decreases in product pricing during the time held in stock, changes in demand for such product and increases in the costs of financing inventory. The Company transports food and merchandise from its distribution centers through a Company-owned fleet of tractors and trailers which primarily serve nearby stores and through common carriers for stores located at greater distances. Employees The Company has over 19,000 employees. Approximately half of the Company's employees are nonunionized. Nearly all of the Company's employees in California are unionized. The Company's unionized employees work under 20 collective bargaining agreements with local labor unions. Ten of these collective bargaining agreements are currently subject to renegotiation or will become subject to renegotiation during 1995. There can be no assurance that such agreements will be renewed or that the terms of any such renewal will be similar to the terms of existing agreements. Management of the Company believes that it will be able to renew such agreements on terms acceptable to the Company. If it is unable to do so, there could be a material adverse effect on the Company's operations. Governmental Regulation The Company is subject to regulation by a variety of governmental authorities, including federal, state and local agencies which regulate the distribution and sale of alcoholic beverages, pharmaceuticals, milk and other agricultural products, as well as various other food and drug items and also regulate trade practices, building standards, labor, health, safety and environmental matters. The Company from time to time receives inquiries from state and federal regulatory authorities with respect to its advertising practices, pricing policies and other trade practices. None of these inquiries, individually or in the aggregate, has resulted, or is expected by management to result, in any order, judgment, fine or other action that has, or would have, a material adverse effect on the business or financial position of the Company. Item 2. Properties At December 31, 1994, the Company operated 137 stores located in eight states. Of the 137 stores, the Company owned 100 with the remainder leased from third parties. The following is an analysis of the Company's store properties by state at December 31, 1994: State Owned Leased Total Utah 29 5 34 California 20 12 32 Arizona 21 3 24 Nevada 7 10 17 New Mexico 12 4 16 Idaho 4 1 5 Wyoming 3 2 5 Texas 4 0 4 Total 100 37 137 The Company leases or subleases 37 of its operating stores under leases expiring between 1997 and 2024. Eleven of the Company- owned stores are situated on property which is ground-leased, in whole or in part, from third parties under leases expiring between 2007 and 2040. In most cases, such building and ground leases are subject to customary renewal options. The Company owns 579,000 square feet of grocery warehousing facilities and 326,000 square feet of processing plants in Layton, Utah; a 226,000 square foot nonfood warehouse in Salt Lake City, Utah; and a 1,089,000 square foot grocery and nonfood warehouse and 91,000 square feet of processing plants in Tolleson, Arizona. The Company leases a 40,000 square foot produce and forward purchasing warehouse in Albuquerque, New Mexico; a 190,000 square foot combination grocery and nonfood warehouse and a 408,000 square foot grocery warehouse in Salt Lake City, Utah; and a 204,000 square foot produce warehouse in Ontario, California, under leases expiring in 1995, 1997, 1997 and 1999, respectively. The Company also leases a 114,000 square foot processing plant and a 981,000 square foot grocery warehouse in Riverside, California under leases expiring in 2018. In addition, the Company's corporate offices, data processing and records storage facilities are located in over 100,000 square feet of office and storage space owned by the Company in Salt Lake City, Utah. Item 3. Legal Proceedings The Company is a party to several actions arising in the ordinary course of its business. Management believes that none of these actions, individually or in the aggregate, will have a material adverse effect on the Company's results of operations or financial position. Item 4. Submission of Matters to a Vote of Security Holders There were no matters submitted to a vote of security holders during the fourth quarter of fiscal 1994. PART II Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters The Company's Class B Common Stock is listed on the New York Stock Exchange under the symbol "SFD". The following table shows the high and low sales prices per share for all quarters of fiscal 1993 and 1994: High Low Fiscal 1993 First Quarter $37 1/4 $31 Second Quarter 33 1/4 23 5/8 Third Quarter 26 1/2 20 Fourth Quarter 22 1/2 19 Fiscal 1994 First Quarter 24 1/8 20 1/8 Second Quarter 22 18 1/8 Third Quarter 24 3/4 18 1/2 Fourth Quarter 26 3/4 22 5/8 As of February 28, 1995 there were 271 Class A Common Stockholders and 1,247 Class B Common Stockholders of record. There are numerous stockholders who hold their Class B Common Stock in the "street name" of their various stock brokerage houses. Cash dividends of $.13 per share of Class A Common Stock and Class B Common Stock were paid in each of the four quarters of fiscal 1994, totaling $.52 per common share for fiscal 1994. Cash dividends of $.13 per share of Class A Common Stock and Class B Common Stock were paid in each of the four quarters of fiscal 1993, totaling $.52 per common share for fiscal 1993. The Board of Directors has approved a quarterly cash dividend of $.15 per common share commencing in the first quarter of fiscal 1995, which, if continued, would total $.60 per common share for fiscal 1995. Item 6. Selected Financial Data The information required for this item is included in the Annual Report to Stockholders for the fiscal year ended December 31, 1994 on the schedule entitled "Five Year Summary of Selected Financial and Operating Data" which information is attached as part of Exhibit 13.1 hereto and incorporated herein by reference. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The information required for this item is included in the Annual Report to Stockholders for the fiscal year ended December 31, 1994 in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" which information is attached as part of Exhibit 13.1 hereto and incorporated herein by reference. Item 8. Financial Statements and Supplementary Data The consolidated financial statements of the Company included in the Annual Report to Stockholders for the fiscal year ended December 31, 1994 are attached as part of Exhibit 13.1 hereto and incorporated herein by reference. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None. PART III Item 10. Directors and Executive Officers of the Registrant Information concerning directors and certain executive officers of the Company is included in the Company's Proxy Statement dated March 24, 1995 under the caption "Election of Directors," and "Other Matters -- Compliance with Section 16(a) of the Exchange Act," which information is incorporated herein by reference. The following sets forth certain information with regard to other executive officers of the Company: J. Craig Gilbert, age 47, has served as Senior Vice President, Regional Manager, Region I since 1993. From 1992 to 1993 he served as Senior Vice President, Regional Manager, Southwest Region. From 1991 to 1992 he was Vice President, Regional Manager, Southwest Region and from 1985 to1991 he served as Vice President, Sales and Merchandising, Intermountain Region. James W. Hallsey, age 52, rejoined Smith's in 1994 as Senior Vice President, Special Projects after serving much of 1994 as Senior Vice President at McKesson Drug Company, a pharmacy company. In 1993, he retired as a director (a capacity in which he served since 1985) and Senior Vice President, Corporate Nonfoods Director (a capacity in which he served since 1992). From 1980 to 1992, he served as Vice President, Corporate Nonfoods Director of the Company. Matthew G. Tezak, age 39, became Senior Vice President and Chief Financial Officer in 1993. He served as Senior Vice President, Finance and Treasurer from 1992 to 1993 and Vice President, Finance and Treasurer from 1987 to 1992. Mr. Tezak, a certified public accountant, joined the Company in 1979 as Assistant Controller. Larry R. McNeill, age 53, has served as Senior Vice President, Corporate Development since 1992. Mr. McNeill joined the Company in 1979 as Vice President, Corporate Development. Richard C. Bylski, age 55, has served as Senior Vice President, Human Resources since 1992. He served as Vice President, Human Resources of the Company since 1979. Michael C. Frei, age 48, joined the Company in March 1990 as Senior Vice President, General Counsel and Corporate Secretary. Prior to that time, Mr. Frei served as Vice President and General Counsel of Price Development Company, a commercial real estate developer, since 1981. Fred F. Urbanek, age 59, has served as Senior Vice President, Facility Engineering since 1992. He served as Vice President, Facility Engineering of the Company since 1985. The Company's executive officers are appointed to serve, at the discretion of the Board of Directors, until their successors are appointed. Item 11. Executive Compensation Information concerning Executive Compensation is included in the Company's Proxy Statement dated March 24, 1995 under the caption "Executive Compensation" which information is incorporated herein by reference (other than information under the sub captions "Report of the Compensation Committee on Executive Compensation" and "Performance Graph", which shall not be deemed to be incorporated by reference herein.). Item 12. Security Ownership of Certain Beneficial Owners and Management Information concerning Security Ownership of Certain Beneficial Owners and Management is included in the Company's Proxy Statement dated March 24, 1995 under the caption "Security Ownership of Certain Beneficial Owners and Management" which information is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions Information concerning Certain Relationships and Related Transactions is included in the Company's Proxy Statement dated March 24, 1995 under the caption "Certain Transactions" which information is incorporated herein by reference. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) Documents filed as part of this report: 1. Financial Statements: The following consolidated financial statements of the Company and its subsidiaries and the Report of Ernst & Young LLP, Independent Auditors, included in the Company's Annual Report to Stockholders for the fiscal year ended December 31, 1994 are incorporated herein by reference: Consolidated Statements of Income--fiscal years ended December 31, 1994, January 1, 1994, and January 2, 1993 Consolidated Balance Sheets--December 31, 1994 and January 1, 1994 Consolidated Statements of Common Stockholders' Equity-- fiscal years ended December 31, 1994, January 1, 1994, and January 2, 1993 Consolidated Statements of Cash Flows--fiscal years ended December 31, 1994, January 1, 1994, and January 2, 1993 Notes to Consolidated Financial Statements Report of Ernst & Young LLP, Independent Auditors 2. Financial Statement Schedules: None 3. Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of the Form 10-K. (b) Reports on Form 8-K: There were no reports filed on Form 8-K during the fourth quarter of fiscal 1994. INDEX TO EXHIBITS (Item 14(a)) Exhibit Number Document 3(i) Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 in the Company's Registration Statement on Form S-1 (Commission File No. 33-28698) which became effective on June 21, 1989). 3(ii) By-laws of the Company (incorporated by reference to Exhibit 3.2 in the Company's Registration Statement on Form S- 1 (Commission File No. 33-28698) which became effective on June 21, 1989). 4.1 Article IV of Restated Certificate of Incorporation of the Company (see Exhibit 3(i)). 4.2 Certain instruments which define the rights of holders of long-term debt of the Company and its subsidiaries are not being filed because the total amount of securities authorized under each such instrument does not exceed 10% of the total consolidated assets of the Company and its subsidiaries. The Company hereby agrees to furnish a copy of each such instrument to the Commission upon request. 4.3 Form of Pass Through Trust Agreement between the Company and the Pass Through Trustee Company (incorporated by reference to Exhibit 4.1 in the Company's Registration Statement on Form S-3 (Commission File No. 33-51097) which became effective on January 26, 1994). 4.4 Form of Pass Through Certificate (included in Exhibit 4.3). *10.1 Amended and Restated 1989 Stock Option Plan (incorported by reference to Exhibit 10.1 of the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 1991). *10.2 First Amendment to the Amended and Restated 1989 Stock Option Plan (Exhibit 10.1) dated as of February 7, 1995. *10.3 1993 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 of the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1993). *10.4 First Amendment to the 1993 Employee Stock Purchase Plan (Exhibit 10.3) dated as of August 2, 1993 (incorported by reference to Exhibit 10.3 of the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994). *10.5 Employees' Profit Sharing Plan and Trust, as amended and restated as of July 27, 1982 (incorporated by reference to Exhibit 10.4 of the Company's Registration Statement on Form S-1 (Commission File No. 33-28698) which became effective June 21, 1989). *10.6 Pension Plan of Employees, as amended and restated as of July 27, 1982 (incorporated by reference to Exhibit 10.5 of the Company's Registration Statement on Form S-1 (Commission File No. 33-28698) which became effective on June 21, 1989). 10.7 Employee Profit Sharing Plan dated as of January 3, 1993, First Amendment dated as of August 2, 1993 and Second Amendment dated as of January 27, 1994 (incorported by reference to Exhibit 10.6 of the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994). 10.8 Third Amendment to the Employee Profit Sharing Plan (Exhibit 10.7) dated as of November 1, 1994. *10.9 Forms of Supplemental Compensation Agreements dated as of January 2, 1985, and amended as of March 14, 1985, between the Company and certain executive officers (incorporated by reference to Exhibit 10.6 of the Company's Registration Statement on Form S-1 (Commission File No.33-28698) which became effective on June 21, 1989). 10.10 Revolving Credit Agreement, dated as of January 31, 1995, between the Company and Banco di Roma. 10.11 Revolving Credit Agreement, dated as of October 15, 1993, between the Company and Credit Suisse (incorported by reference to Exhibit 10.9 of the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994). 10.12 Amendment 1, dated as of September 2, 1994, to Revolving Credit Agreement, dated as of October 15, 1993, between the Company and Credit Suisse (incorporated by reference to Exhibit 10.18 of the Company's Form 10-Q for the third quarter ended October 1, 1994). 10.13 Loan Agreement Between the Company and a consortium of lenders dated May 1, 1992 (incorporated by reference to Exhibit 10.11 of the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1993). 10.14 Loan Agreement between the Company and a consortium of lenders dated December 15, 1992 (incorporated by reference to Exhibit 10.12 of the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1993). *10.15 Form of Additional Retirement Benefit Agreement between the Company and certain of its executive officers (incorporated by reference to Exhibit 10.13 of the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1993). *10.16 Form of Indemnification Agreement between the Company and its directors and officers (incorporated by reference to Exhibit 10.14 of the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1993). 10.17 Revolving Credit Agreement, dated as of June 28, 1993, between the Company and Bank of America (incorporated by reference to Exhibit 10.15 of the Company's Form 10-Q for the second quarter ended July 3, 1993). 10.18 Amendment 1, dated as of September 16, 1994, to Revolving Credit Agreement, dated as of June 28, 1993, between the Company and Bank of America (incorporated by reference to Exhibit 10.19 of the Company's Form 10-Q for the third quarter ended October 1, 1994). 10.19 Loan Agreement between the Company and a consortium of lenders dated November 1, 1993 (incorporated by reference to Exhibit 10.17 of the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994). 13.1 Company's Annual Report to Stockholders for the fiscal year ended December 31, 1994 (selected pages only). 22.1 Subsidiaries of the Company (incorported by reference to Exhibit 22.1 of the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994). 23.1 Consent of Ernst & Young LLP, Independent Auditors. 27 Financial Data Schedule * Indicates management contract or compensatory plan or arrangement. 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. SMITH'S FOOD & DRUG CENTERS, INC. Date: March 24, 1995 By /s/ Jeffrey P. Smith Jeffrey P. Smith Chairman of the Board of Directors and Chief Executive Officer Pursuant to the requirements of the Securities 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/ Jeffrey P. Smith Chairman of the Board of March 24, 1995 Jeffrey P. Smith Directors and Chief Executive Officer (Principal Executive Officer) /s/ Richard D. Smith Director March 24, 1995 Richard D. Smith /s/ Robert D. Bolinder Executive Vice President, March 24, 1995 Robert D. Bolinder Corporate Planning and Development; Director /s/ Matthew G. Tezak Senior Vice President and March 24, 1995 Matthew G. Tezak Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Kenneth A. White Senior Vice President and March 24, 1995 Kenneth A. White Regional Manager, Region II; Director /s/ DeLonne Anderson Director March 24, 1995 DeLonne Anderson /s/ Rodney H. Brady Director March 24, 1995 Rodney H. Brady /s/ Alan R. Hoefer Director March 24, 1995 Alan R. Hoefer /s/ Allen P. Martindale Director March 24, 1995 Allen P. Martindale Director March 24, 1995 Nicole Miller /s/ Duane Peters Director March 24, 1995 Duane Peters /s/ Ray V. Rose Director March 24, 1995 Ray V. Rose Director March 24, 1995 Stuart A. Rosenthal /s/ Fred L. Smith Director March 24, 1995 Fred L. Smith /s/ Sean D. Smith Director March 24, 1995 Sean D. Smith /s/ Douglas John Tigert Director March 24, 1995 Douglas John Tigert INDEX TO EXHIBITS (Item 14(a)) Exhibit Number Document 3(i) Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 in the Company's Registration Statement on Form S-1 (Commission File No. 33-28698) which became effective on June 21, 1989). 3(ii) By-laws of the Company (incorporated by reference to Exhibit 3.2 in the Company's Registration Statement on Form S- 1 (Commission File No. 33-28698) which became effective on June 21, 1989). 4.1 Article IV of Restated Certificate of Incorporation of the Company (see Exhibit 3(i)). 4.2 Certain instruments which define the rights of holders of long-term debt of the Company and its subsidiaries are not being filed because the total amount of securities authorized under each such instrument does not exceed 10% of the total consolidated assets of the Company and its subsidiaries. The Company hereby agrees to furnish a copy of each such instrument to the Commission upon request. 4.3 Form of Pass Through Trust Agreement between the Company and the Pass Through Trustee Company (incorporated by reference to Exhibit 4.1 in the Company's Registration Statement on Form S-3 (Commission File No. 33-51097) which became effective on January 26, 1994). 4.4 Form of Pass Through Certificate (included in Exhibit 4.3). *10.1 Amended and Restated 1989 Stock Option Plan (incorported by reference to Exhibit 10.1 of the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 1991). *10.2 First Amendment to the Amended and Restated 1989 Stock Option Plan (Exhibit 10.1) dated as of February 7, 1995. *10.3 1993 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 of the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1993). *10.4 First Amendment to the 1993 Employee Stock Purchase Plan (Exhibit 10.3) dated as of August 2, 1993 (incorported by reference to Exhibit 10.3 of the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994). *10.5 Employees' Profit Sharing Plan and Trust, as amended and restated as of July 27, 1982 (incorporated by reference to Exhibit 10.4 of the Company's Registration Statement on Form S-1 (Commission File No. 33-28698) which became effective June 21, 1989). *10.6 Pension Plan of Employees, as amended and restated as of July 27, 1982 (incorporated by reference to Exhibit 10.5 of the Company's Registration Statement on Form S-1 (Commission File No. 33-28698) which became effective on June 21, 1989). 10.7 Employee Profit Sharing Plan dated as of January 3, 1993, First Amendment dated as of August 2, 1993 and Second Amendment dated as of January 27, 1994 (incorported by reference to Exhibit 10.6 of the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994). 10.8 Third Amendment to the Employee Profit Sharing Plan (Exhibit 10.7) dated as of November 1, 1994. *10.9 Forms of Supplemental Compensation Agreements dated as of January 2, 1985, and amended as of March 14, 1985, between the Company and certain executive officers (incorporated by reference to Exhibit 10.6 of the Company's Registration Statement on Form S-1 (Commission File No.33-28698) which became effective on June 21, 1989). 10.10 Revolving Credit Agreement, dated as of January 31, 1995, between the Company and Banco di Roma. 10.11 Revolving Credit Agreement, dated as of October 15, 1993, between the Company and Credit Suisse (incorported by reference to Exhibit 10.9 of the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994). 10.12 Amendment 1, dated as of September 2, 1994, to Revolving Credit Agreement, dated as of October 15, 1993, between the Company and Credit Suisse (incorporated by reference to Exhibit 10.18 of the Company's Form 10-Q for the third quarter ended October 1, 1994). 10.13 Loan Agreement Between the Company and a consortium of lenders dated May 1, 1992 (incorporated by reference to Exhibit 10.11 of the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1993). 10.14 Loan Agreement between the Company and a consortium of lenders dated December 15, 1992 (incorporated by reference to Exhibit 10.12 of the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1993). *10.15 Form of Additional Retirement Benefit Agreement between the Company and certain of its executive officers (incorporated by reference to Exhibit 10.13 of the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1993). *10.16 Form of Indemnification Agreement between the Company and its directors and officers (incorporated by reference to Exhibit 10.14 of the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1993). 10.17 Revolving Credit Agreement, dated as of June 28, 1993, between the Company and Bank of America (incorporated by reference to Exhibit 10.15 of the Company's Form 10-Q for the second quarter ended July 3, 1993). 10.18 Amendment 1, dated as of September 16, 1994, to Revolving Credit Agreement, dated as of June 28, 1993, between the Company and Bank of America (incorporated by reference to Exhibit 10.19 of the Company's Form 10-Q for the third quarter ended October 1, 1994). 10.19 Loan Agreement between the Company and a consortium of lenders dated November 1, 1993 (incorporated by reference to Exhibit 10.17 of the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994). 13.1 Company's Annual Report to Stockholders for the fiscal year ended December 31, 1994 (selected pages only). 22.1 Subsidiaries of the Company (incorported by reference to Exhibit 22.1 of the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994). 23.1 Consent of Ernst & Young LLP, Independent Auditors. 27 Financial Data Schedule * Indicates management contract or compensatory plan or arrangement.

Dates Referenced Herein   and   Documents Incorporated By Reference

This 10-K Filing   Date   Other Filings
5/1/92
12/15/92
1/2/93
1/3/93
6/28/93
7/3/93
8/2/93
10/15/93
11/1/93
1/1/9410-K, DEF 14A
1/26/94
1/27/94
9/2/94
9/16/94
10/1/9410-Q
11/1/94
For The Period Ended12/31/94DEF 14A
1/31/95
2/7/95
2/28/95
3/24/95
Filed On / Filed As Of3/30/95
4/25/95
 
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