Document/Exhibit Description Pages Size
1: 10-K Form 10K for Year Ended January 1, 1994 19± 92K
6: EX-10.11 Material Contract 7± 29K
7: EX-10.17 Material Contract 53± 230K
2: EX-10.3 Material Contract 1 8K
3: EX-10.6 Material Contract 36± 132K
4: EX-10.8 Material Contract 2± 10K
5: EX-10.9 Material Contract 9± 38K
8: EX-13.1 Annual or Quarterly Report to Security Holders 18± 79K
9: EX-22.1 Published Report Regarding Matters Submitted to a 1 5K
Vote of Security Holders
10: EX-23.1 Consent of Experts or Counsel 1 7K
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 January 1, 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, 1994: $454,935,147
Number of shares outstanding of each class of common stock as of February
28, 1994:
Class A 12,493,665 Class B 17,357,636
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's definitive Proxy Statement dated March 25, 1994
for the Annual Meeting of Stockholders to be held on April 26, 1994 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 8
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 8
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, with
129 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 1993 was 75,700 square feet. The Company's food and drug centers
currently being opened range in size from approximately 45,000 to 82,000
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 lay-
outs. The Company's 129 stores at January 1, 1994 consisted of 115 large
combination food and drug centers averaging 69,200 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 1993, the Company opened eleven combination
stores in the following states: eight in California, one in New Mexico,
one in Texas and one in Utah. The Company has an expansion program in
progress which calls for a total of up to 60 stores in Southern California
(San Diego to Fresno) prior to mid-1997. The Company currently plans to
open 10 to 12 new stores at locations primarily in Southern California in
1994, three of which were opened during the first two months of 1994.
Operations
During 1993 the Company consolidated its Intermountain and Southwest
Regions into one region. The new Region I consists of 103 stores in
Arizona, Idaho, New Mexico, Nevada, Texas, Utah and Wyoming. Region II
consists of 26 stores in Southern California. The regions are divided into
10 geographic districts ranging from 10 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
all 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 (including the expansion into Southern
California), it anticipates significant competitive pressure on its
operating margins in those markets.
Purchasing, Distribution and Processing
In the fourth quarter of 1993, a new 1,000,000 square foot, fully-
integrated distribution center in Riverside, California, including a dairy
processing plant, was completed and began operations. With the addition of
this distribution center, 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 a produce warehouse located in
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 dairy plants located in
Layton, Tolleson and Riverside process a variety of milk, milk products and
fruit beverages. 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 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 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 18,000 employees. Approximately half of the Company's
employees are nonunionized, although the Company anticipates that nearly
all of the Company's new employees in California will be unionized. The
Company's unionized employees work under 20 collective bargaining
agreements with local labor unions. Three collective bargaining agreements
are subject to renegotiation or will become subject to renegotiation during
1994. 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 January 1, 1994, the Company operated 129 stores located in eight
states. Of the 129 stores, the Company owned 95 with the remainder leased
from third parties. The following is an analysis of the Company's store
properties by state at January 1, 1994:
State Owned Leased Total
Utah 29 5 34
California 17 9 26
Arizona 21 3 24
Nevada 6 10 16
New Mexico 11 4 15
Idaho 4 1 5
Wyoming 3 2 5
Texas 4 0 4
-- -- ---
Total 95 34 129
The Company leases or subleases 34 of its operating stores under leases
expiring between 1994 and 2023. Nine 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 2002 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 1993.
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 1992 and 1993:
High Low
Fiscal 1992
First Quarter $43 1/4 $33 3/8
Second Quarter 38 27 7/8
Third Quarter 34 3/4 25 3/4
Fourth Quarter 37 3/4 32 3/4
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
As of February 28, 1994 there were 289 Class A Common Stockholders and
1,229 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 1993, totaling $.52
per common share for fiscal 1993. Cash dividends of $.11 per share of
Class A Common Stock and Class B Common Stock were paid in each of the four
quarters of fiscal 1992, totaling $.44 per common share for fiscal 1992.
The Board of Directors has approved a quarterly cash dividend of $.13 per
common share commencing in the first quarter of fiscal 1994, which, if
continued, would total $.52 per common share for fiscal 1994.
Item 6. Selected Financial Data
The information required for this item is included in the Annual Report
to Stockholders for the fiscal year ended January 1, 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 January 1, 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 January 1, 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 25, 1994
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:
Matthew G. Tezak, age 38, 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 52, 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 54, 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 47, 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 58, 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 25, 1994 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 25,
1994 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 25, 1994 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, Independent
Auditors included in the Company's Annual Report to Stockholders
for the fiscal year ended January 1, 1994 are incorporated herein
by reference:
Consolidated Statements of Income--fiscal years ended
January 1, 1994, January 2, 1993 and December 28, 1991
Consolidated Balance Sheets--January 1, 1994 and January 2,
1993
Consolidated Statements of Common Stockholders' Equity--
fiscal years ended January 1, 1994, January 2, 1993 and
December 28, 1991
Consolidated Statements of Cash Flows--fiscal years ended
January 1, 1994, January 2, 1993 and December 28, 1991
Notes to Consolidated Financial Statements
Report of Ernst & Young, Independent Auditors
2.Financial Statement Schedules:
The following financial statement schedules of the Company and its
subsidiaries are filed as part of this Annual Report on Form 10-K:
Schedule II - Amounts Receivable from Related Parties
and Underwriters, Promoters, and Employees Other Than
Related Parties
Schedule V - Property, Plant and Equipment
Schedule VI - Accumulated Depreciation, Depletion and
Amortization of Property, Plant and Equipment
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission
are not required under the related instructions or are
inapplicable, and therefore have been omitted.
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 1993.
[Enlarge/Download Table]
SMITH'S FOOD & DRUG CENTERS, INC.
SCHEDULE II - AMOUNTS RECEIVABLE FROM RELATED PARTIES AND
UNDERWRITERS,PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES
Deductions
Balance at Amounts Balance at End
Balance at Amounts of Period
Beginning Amounts Written Not
Name of Debtor of Period Additions Collected Off Current Current
Fiscal year 1993:
Scott Fishburn, note
with interest at 10%,
due 5/7/95 $100,000 $100,000
Harry Moskal, notes
with interest at 10%:
Due 12/31/97 310,000 310,000
Due 1/10/01 350,000 $350,000
non-interest bearing
note, due on demand 6,000 2,000 $ 2,000 2,000
Tom Potter, notes with
interest at 10%:
Due 3/11/94 $ 20,000 20,000
Due 3/11/94 105,000 30,915 $14,398 59,687
Charlie Yamashita, note
with interest at 10%:
Due on demand 9,268 9,268
Due 3/11/94 94,000 94,000
Brent Farnsworth, notes
with interest at 10%:
Due on demand 300,000 300,000
Due 3/11/94 7,050 7,050
-------- -------- -------- ------- -------- --------
$880,268 $421,050 $392,183 $14,398 $482,737 $412,000
Fiscal year 1992:
Scott Fishburn, note
with interest at 10%,
due 5/7/95 $100,000 $100,000
Harry Moskal, notes
with interest at 10%:
Due 12/31/97 $310,000 310,000
Due 1/10/01 350,000 350,000
non-interest bearing
note, due on demand 6,000 $ 2,000 4,000
Rick Nelson, note
with interest at 10%,
due on demand 65,000 $65,000
Tom Potter, note with
interest at 10%,
due 3/11/94 105,000 35,000 70,000
Charlie Yamashita,
note with interest at
10%, due on demand 12,307 3,039 4,000 5,268
-------- -------- ------- ------- --------
$527,307 $421,000 $68,039 $41,000 $839,268
Fiscal year 1991:
Scott Fishburn, note
with interest at 10%,
due 5/7/95 $100,000 $100,000
Harry Moskal, note
with interest at 10%,
due 1/10/01 $350,000 350,000
Rick Nelson, notes
with interest at 10%:
Due on demand 75,000 $ 10,000 $ 65,000
Due 3/31/92 25,000 25,000
Abel Porter, note with
interest at 10%,
due on demand 350,000 350,000
Charlie Yamashita,
notes with interest
at 10%:
Due on demand 10,386 1,921 3,039 9,268
Due 3/1/90 10,000 10,000
Due 4/1/99 89,995 89,995
-------- -------- -------- -------- --------
$560,381 $451,921 $484,995 $ 68,039 $459,268
SMITH'S FOOD & DRUG CENTERS, INC.
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
(DOLLAR AMOUNTS IN THOUSANDS)
Balance at Other Balance at
Beginning Additions Increase End of
Classification of Period at Cost Retirements (Decrease) Period
Fiscal Year 1993:
Land $ 277,167 $ 43,452 $ 38,150 $ 282,469
Buildings 549,935 153,675 120,835 582,775
Leasehold 30,668 8,257 59 38,866
Improvements
Fixtures and 436,969 116,917 15,004 538,882
Equipment
$1,294,739 $322,301 $174,048 $1,442,992
Fiscal Year 1992:
Land $ 186,672 $ 91,489 $ 994 $ 277,167
Buildings 455,853 96,633 2,551 549,935
Leasehold 26,046 5,236 614 30,668
Improvements
Fixtures and 356,457 94,631 14,119 436,969
Equipment
$1,025,028 $287,989 $18,278 $1,294,739
Fiscal Year 1991:
Land $134,464 $ 53,773 $ 1,565 $ 186,672
Buildings 327,705 131,593 3,445 455,853
Leasehold 26,297 1,756 2,007 26,046
Improvements
Fixtures and 282,180 94,438 20,161 356,457
Equipment
$770,646 $281,560 $27,178 $1,025,028
SMITH'S FOOD & DRUG CENTERS, INC.
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND
AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
(DOLLAR AMOUNTS IN THOUSANDS)
Additions
Balance at Charged to Other Balance at
Beginning Costs and Increase End of
Classification of Period Expenses Retirements (Decrease) Period
Fiscal Year 1993:
Buildings $ 60,199 $17,902 $ 2,438 $ 75,663
Leasehold 6,742 1,884 293 8,333
Improvements
Fixtures and 150,160 62,387 12,180 200,367
Equipment
$217,101 $82,173 $14,911 $284,363
Fiscal Year 1992:
Buildings $ 45,388 $15,675 $ 864 $ 60,199
Leasehold 5,371 1,744 373 6,742
Improvements
Fixtures and 112,919 50,362 13,121 150,160
Equipment
$163,678 $67,781 $14,358 $217,101
Fiscal Year 1991:
Land
Buildings $ 34,482 $11,312 $ 406 $ 45,388
Leasehold 5,560 1,553 1,742 5,371
Improvements
Fixtures and 93,292 37,630 18,003 112,919
Equipment
$133,334 $50,495 $20,151 $163,678
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
(incorporated 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 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).
*10.3First Amendment to the 1993 Employee Stock
Purchase Plan (Exhibit 10.2) dated as of August 2,
1993.
*10.4Employees' 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).
*10.5 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)
10.6 Employee Profit Sharing Plan dated as of January
3, 1994, First Amendment dated as of August 2, 1994
and Second Amendment dated as of January 27, 1994.
*10.7 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).
10.8 Commitment Letter to the Company from Banco
di Roma, dated as of July 16, 1993.
10.9 Revolving Credit Agreement, dated as of
October 15, 1993, between the Company and Credit
Suisse.
10.10 Promissory Note of the Company to Banque
Nationale de Paris, dated as of May 29, 1991, and
Commitment Letter to the Company from Banque
Nationale de Paris, dated as of May 29, 1991
(incorporated by reference to Exhibit 10.8 of the
Company's Annual Report on Form 10-K for the fiscal
year ended December 28, 1991)
10.11 Promissory Notes of the Company to West One
Bank Idaho, N.A., dated as of July 22, 1993.
10.12 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).
10.13 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).
*10.14 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).
*10.15 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).
10.16 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).
10.17 Loan Agreement between the Company and a
consortium of lenders dated November 1, 1993.
13.1 Company's Annual Report to Stockholders for the
fiscal year ended January 1, 1994 (selected pages
only).
22.1 Subsidiaries of the Company.
23.1 Consent of Ernst & Young, Independent
Auditors.
* 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, 1994 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, 1994
Jeffrey P. Smith Directors and Chief
Executive Officer
(Principal Executive
Officer)
/s/ Richard D. Smith President and Chief March 24, 1994
Richard D. Smith Operating Officer;
Director
/s/ Robert D. Bolinder Executive Vice President, March 24, 1994
Robert D. Bolinder Corporate Planning and
Development; Director
/s/ Matthew G. Tezak Senior Vice President and March 24, 1994
Matthew G. Tezak Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Kenneth A. White Senior Vice President and March 24, 1994
Kenneth A. White Regional Manager, Region
II; Director
/s/ Rodney H. Brady Director March 24, 1994
Rodney H. Brady
/s/ Allen P. Martindale Director March 24, 1994
Allen P. Martindale
/s/ DeLonne Anderson Director March 24, 1994
DeLonne Anderson
/s/ Alan R. Hoefer Director March 24, 1994
Alan R. Hoefer
/s/ Duane Peters Director March 24, 1994
Duane Peters
/s/ Ray V. Rose Director March 24, 1994
Ray V. Rose
/s/ Fred L. Smith Director March 24, 1994
Fred L. Smith
/s/ Sean D. Smith Director March 24, 1994
Sean D. Smith
/s/ Douglas John Tigert Director March 24, 1994
Douglas John Tigert
INDEX TO EXHIBITS
Page Number in
Exhibit Sequentially
Number Document Numbered Copy
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 (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
(incorporated 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 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).
*10.3 First Amendment to the 1993 Employee Stock
Purchase Plan (Exhibit 10.2) dated as of August 2,
1993.
*10.4 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 on June 21, 1989).
*10.5 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)
10.6 Employee Profit Sharing Plan dated as of January
3, 1994, First Amendment dated as of August 2,
1994 and Second Amendment dated as of January 27,
1994.
*10.7 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).
10.8 Commitment Letter to the Company from Banco di
Roma, dated as of July 16, 1993.
10.9 Revolving Credit Agreement, dated as of October
15, 1993, between the Company and Credit Suisse.
10.10 Promissory Note of the Company to Banque Nationale
de Paris, dated as of May 29, 1991, and Commitment
Letter to the Company from Banque Nationale de
Paris, dated as of May 29, 1991 (incorporated by
reference to Exhibit 10.8 of the Company's Annual
Report on Form 10-K for the fiscal year ended
December 28, 1991).
10.11 Promissory Notes of the Company to West One Bank,
Idaho, N.A., dated as of July 22, 1993.
10.12 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).
10.13 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).
*10.14 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).
*10.15 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).
10.16 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).
10.17 Loan Agreement between the Company and a
consortium of lenders dated November 1, 1993.
13.1 Company's Annual Report to Stockholders for the
fiscal year ended January 1, 1994 (selected pages
only).
22.1 Subsidiaries of the Company.
23.1 Consent of Ernst & Young, Independent Auditors.
* Indicates management contract or compensatory plan or arrangement.
Dates Referenced Herein and Documents Incorporated by Reference
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