SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________
FORM 10-K
(Mark One)
[x] Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934 (Fee Required)
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (No Fee Required)
For the transition period from _________ to _________
For fiscal year ended Commission file number
July 28, 1995 0-7536
_________
CRACKER BARREL OLD COUNTRY STORE, INC.
(Exact name of registrant as specified in its charter)
Tennessee 62-0812904
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Hartmann Drive, P.O. Box 787 37088-0787
Lebanon, Tennessee (Zip code)
(Address of principal executive offices)
_________
Registrant's telephone number, including area code:
(615)444-5533
_________
Securities registered pursuant to Section 12(b) of the Act:
None
_________
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
(Par Value $.50)
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 voting stock held by nonaffiliates of the
registrant is $1,135,271,852 as of October 2, 1995.
60,233,997
________________________________________________________________________________
(Number of shares of common stock outstanding as of October 2, 1995.)
1
Documents Incorporated by Reference
___________________________________
Document from which Portions Part of Form 10-K
are Incorporated by Reference to which incorporated
_____________________________ _____________________
1. Annual Report to Shareholders Items 6, 7 and 8
for the fiscal year ended
July 28, 1995
2. Proxy Statement for Annual Part III
Meeting of Shareholders
to be held November 28, 1995
2
PART I
ITEM 1. BUSINESS
Cracker Barrel Old Country Store, Inc. (the "Company" or "Cracker
Barrel") was incorporated in October 1969 under the laws of the State of
Tennessee. The Company owns and operates 229 full service "country store"
restaurants which are located in the southeast, midwest, mid-atlantic and
southwest United States along interstate highways, including 6 stores located
at "tourist destinations". These family restaurants serve breakfast, lunch
and dinner between the hours of 6:00 a.m. and 10:00 p.m. (11:00 p.m. on
Fridays and Saturdays) and feature home style country cooking prepared on the
premises from the Company's own recipes using quality ingredients and
emphasizing authenticity. Menu items are moderately priced and include
country ham, chicken, fish, barbecue pork ribs, roast beef, beans, turnip
greens, vegetable plates, salads, sandwiches, pancakes, eggs, bacon, sausage
and grits. The restaurants do not serve alcoholic beverages. The stores are
constructed in a rustic, country store design and feature a separate gift
shop area offering a wide variety of items specializing in hand-blown
glassware, cast iron cookware, toys and wood crafts as well as various old
fashioned candies, jellies and other foods. The Company considers its store
operations to constitute an integrated, single line of business.
The Company owns and operates three Cracker Barrel Old Country Store
Corner Markets (the "Corner Market") which are located on major thoroughfares
in the Middle Tennessee area. The Corner Markets serve lunch and dinner
between the hours of 10:30 a.m. and 9:00 p.m. and feature home style country
cooking prepared on the premises from the Company's own recipes using quality
ingredients. The menu in these stores is a down-scaled version of the menu
offered in the traditional Cracker Barrel Old Country Store and include
meatloaf, chicken and dumplings, roast beef, and grilled chicken tenderloin
as daily entrees as well as an assortment of freshly prepared vegetables.
The Corner Markets do not serve alcoholic beverages. The stores are
constructed in an old fashioned market design, are free-standing and
incorporate a drive-through/pick-up window. Two of the Corner Market
properties are ground leases and the third Corner Market property is owned by
the Company. The stores feature a hot food display case, along with
refrigerated display cases for desserts and chilled food items such as
sandwiches, salads, and drinks and a limited selection of food-related
merchandise. The Corner Markets have indoor seating for approximately 50
people and outdoor seating for approximately 20 people. The Company is
encouraged by initial volumes and will continue to monitor the progress of
this concept before reaching a decision on future expansion plans.
Operations
Store Format: The format of each of Cracker Barrel's traditional stores
consists of a rustic, country store style building. All stores are free
standing buildings with adequate parking facilities and standard landscaping.
Store interiors are subdivided into a dining area consisting of approximately
26% of the total interior store space, a gift shop area consisting of
approximately 21% of such space, with the balance primarily consisting of
kitchen and storage areas. All stores have wood-burning fireplaces and are
decorated with antique-style furnishings and other authentic items of the
past similar to those used and sold in original old country stores. The
kitchen areas contain modern food preparation and storage equipment allowing
for extensive flexibility in menu variation and development.
3
Products: Cracker Barrel's restaurants offer rural American cooking
featuring the Company's own recipes. In keeping with the Company's emphasis
on authenticity and quality, Cracker Barrel's traditional restaurants prepare
menu selections on the premises. The Company's traditional restaurants offer
breakfast, lunch and dinner from a moderately-priced menu. Most items may be
ordered at any time throughout the day. Breakfast items include juices,
eggs, pancakes, bacon, country ham, sausage, grits, and a variety of biscuit
specialties, with prices for a breakfast meal ranging from $2.59 to $7.49.
Lunch and dinner items include country ham, chicken, fish, steak, barbecue
pork ribs, roast beef, beans, turnip greens, vegetable plates, salads,
sandwiches, homemade soups and specialty items such as beef stew with
muffins. Lunches and dinners range in price from $2.99 to $13.99. The
Company from time to time increases its prices and increased its menu prices
approximately 3% in February 1995.
The gift shops, which are decorated with antique signs, primitive tools
and other memorabilia in a turn-of-the-century atmosphere, offer a wide
variety of items consisting primarily of hand-blown glassware, cast iron
cookware, old-fashioned crockery, handcrafted figurines, classic children's
toys and various other gift items, as well as various candies, preserves,
smoked sausage, syrups and other foodstuffs. Many of the candy items, smoked
bacon, jellies and jams along with other high quality products are sold under
the Cracker Barrel Old Country Store brand name.
Product Merchandising: Cracker Barrel maintains a quality control
department which also develops new and improved menu items in response to
shifts in customer preferences and changes in supply of ingredients used in
the Company's menu items. Company merchandising specialists are involved on
a continuing basis in selecting and positioning of merchandise in the gift
shop areas. Management believes that the Company has adequate flexibility to
meet future shifts in consumer preference on a timely basis.
Store Management: Store management typically consists of a general
manager, four associate managers and a gift shop manager who are responsible
for approximately 93 employees on two shifts. The relative complexity of
operating a Cracker Barrel Old Country Store requires an effective management
team at the individual store level. As a motivation to store managers to
improve sales and operational efficiency, Cracker Barrel has a bonus plan
designed to provide store management with an opportunity to share in the
pre-tax profits of their store. To assure that individual stores are
operated at a high level of quality, the Company emphasizes the selection and
training of store managers and has a level of District Management to assist
individual store managers.
The store management recruiting and training program begins with an
evaluation and screening program. In addition to multiple interviews and
background and experience verification, the Company conducts testing which it
believes is important in selecting those applicants best suited to manage
store operations. Those candidates who successfully pass this screening
process are then required to complete a 10-week training program conducted at
the Company's Lebanon, Tennessee facility. This program allows new managers
the opportunity to become familiar with the Company's operations, management
objectives, controls and evaluation criteria before assuming management
responsibility.
4
Purchasing and Distribution: Cracker Barrel negotiates directly with
food vendors as to price and other material terms of most food purchases.
The Company purchases the majority of its food products and restaurant
supplies on a cost-plus basis through a distributor headquartered in
Nashville, Tennessee with custom distribution centers in Lebanon, Tennessee
and Gainesville, Florida. The distributor is responsible for placing food
orders and warehousing and delivering food products to the Company's stores.
This distributor is not affiliated with the Company. Certain perishable food
items are purchased locally by the Company's stores.
The majority of gift shop items are purchased directly by Cracker
Barrel, warehoused at its Lebanon warehouse and shipped to the stores.
The single food category accounting for the largest share (approximately
16%) of the Company's food purchasing expense is pork. The single food item
within the pork category accounting for the largest share (approximately 4%)
of the Company's food purchasing expense is country ham. The Company
presently purchases its pork food items through twelve vendors and its
country ham through two vendors. Should any pork items from these vendors
become unavailable for any reason, management is of the opinion that these
food items could be obtained in sufficient quantities from other sources at
competitive prices.
Quality, Cost and Inventory Controls: Costs are monitored by management
to determine if any material variances in food cost or operating expenses
have occurred. The Company's computer system is used to analyze store
operating information by providing management reports for continual
monitoring of sales mix and detailed operational cost data. This system is
also used in the development of budget analyses and planning.
Marketing: New store locations generally are not advertised in the
media until several weeks after they have been opened in order to give the
staff time to adjust to local customer habits and traffic volume. To
effectively reach consumers in the primary trade area for each Cracker Barrel
store and also interstate travelers and tourists, outdoor advertising is the
primary advertising media utilized, accounting for approximately 54% of
advertising expenditures. Advertising costs are approximately 2% of annual
sales.
Seasonal Aspects: Historically the profits of the Company have been
lower in the second fiscal quarter than in the first and third fiscal
quarters and highest in the fourth fiscal quarter. Management attributes
these variations primarily to the decrease in interstate tourist traffic
during the winter months and the increase in interstate tourist traffic
during the summer months.
Working Capital: Since substantially all sales in the restaurant
industry are for cash, the Company, like most other restaurant companies, is
able and may from time to time operate with a negative working capital.
Inventories are generally financed from normal trade credit aided by rapid
turnover of the restaurant inventory.
Expansion
The Company's primary customer is the interstate traveler. Therefore,
the Company's major emphasis in the opening of new stores will continue to be
locating stores at interstate highway locations. In addition, specific major
tourist destinations will be targeted as potential locations for new units.
5
The Company opened thirty-six new stores in fiscal 1995. Three of the
stores are located on: Interstate 35 in Lewisville, Texas, Eagan, Minnesota
and Fort Worth, Texas; three are located on Interstate 94 in Woodbury,
Minnesota, Stevensville, Michigan and Port Huron, Michigan; three are located
on Interstate 75 in Monroe, Michigan, Port Charlotte, Florida and Saginaw,
Michigan; two are located on Interstate 10 in Pensacola, Florida and West
Houston, Texas; two are located on Interstate 20 in Arlington, Texas and
Shreveport, Louisiana; two are located on Interstate 25 in Northglenn,
Colorado and Colorado Springs, Colorado; two are located on Interstate 65 in
Shepherdsville, Kentucky and Madison, Alabama; two are located on Interstate
70 in Troy, Illinois and Independence, Missouri; two are located on
Interstate 95 in Mechanicsville, Virginia and West Palm Beach, Florida, and
one each on Interstate 4 in Lakeland, Florida, Interstate 24 in Chattanooga,
Tennessee , Interstate 34 in San Antonio, Texas, Interstate 40 in Amarillo,
Texas, Interstate 45 in League City, Texas, Interstate 64 in Evansville,
Indiana, Interstate 71 in Mansfield, Ohio, Interstate 74 in Morton, Illinois,
Interstate 77 in North Canton, Ohio, Interstate 80 in Joliet, Illinois,
Interstate 83 in York, Pennsylvania, Interstate 85 in Opelika, Alabama,
Interstate 88 in Naperville, Illinois, Interstate 90 in Madison, Wisconsin
and Interstate 96 in Lansing, Michigan.
The Company plans to open forty-three new stores by the end of fiscal
1996. Eleven of the stores are already open; two are on Interstate 95 in
Ashland, Virginia and Stuart, Florida, and there is one each on Highway 360
in Arlington, Texas, Interstate 25 in Albuquerque, New Mexico, Interstate 35
in Olathe, Kansas, Interstate 40 in Clemmons, North Carolina, Interstate 65
in Edinburgh, Indiana, Interstate 66 in Manassas, Virginia, Interstate 72 in
Decatur, Illinois, Interstate 85 in Concord, North Carolina and Interstate 90
in Rockford, Illinois.
Prior to committing to a new location, the Company performs extensive
reviews of various available sites, gathering approximate cost, demographic
and traffic data. The Company utilizes in-house engineers to consult on
architectural plans, to develop engineering plans and to oversee new
construction. The Company is currently engaged in the process of seeking and
selecting new sites, negotiating purchase or lease terms and developing
chosen sites.
It is the Company's preference to own its restaurant properties. The
Company presently owns 212 of its 229 traditional restaurant properties. The
other 17 properties are either ground leases or ground and building leases.
Currently, average cost for a new store is approximately $650,000 for land
and $1,850,000 for site work, building and equipment. The current store size
is approximately 10,000 square feet with 178 seats in the restaurant.
Employees
As of July 28, 1995, Cracker Barrel employed 26,299 people, of whom 133
were in advisory and supervisory capacities, 1,374 were in store management
positions and 13 were officers of the Company. Most of the restaurant
personnel are employed on a full-time basis. The Company has an incentive
plan for its hourly employees which is intended to lower turnover and to
increase productivity by providing a defined career path through testing and
ranking of employees. The Company's employees are not represented by any
union, and management considers its employee relations to be good.
6
Competition
The restaurant business is highly competitive and is often affected by
changes in the taste and eating habits of the public, local and national
economic conditions affecting spending habits, and population and traffic
patterns. The principal basis of competition in the industry is the quality
and price of the food products offered. Site selection, quality and speed of
service, advertising and the attractiveness of facilities are also important.
There are a large number of restaurants catering to the public,
including several franchised operations in the family segment of the
restaurant industry, which are substantially larger and have greater
financial and marketing resources than those of the Company and which compete
directly and indirectly in all areas in which the Company operates.
Trademarks
The Company owns certain registered copyrights, patents and trademarks
relating to the names "Cracker Barrel Old Country Store" and "Cracker Barrel
Old Country Store's Corner Market," as well as their logos, menus, designs of
buildings, and other aspects of operations. The Company believes that the
use of these names have some value in maintaining the atmosphere and public
acceptance of its mode of operations.
Research and Development
While research and development are important to the Company, these
expenditures have not been material.
Compliance With Environmental Protection Requirements
Compliance with federal, state and local provisions which have been
enacted or adopted regulating the discharge of materials into the environment
should have no material effect upon capital expenditures, earnings, or the
competitive position of the Company.
7
ITEM 2. PROPERTIES
The Company's present corporate headquarters and warehouse facilities
are situated on approximately 120 acres of land owned by the Company in
Lebanon, Tennessee.
The Company utilizes approximately 190,000 square feet of office space
and 270,000 square feet of warehouse facilities. The management feels that
the current amount of office space is sufficient to meet the Company's needs
through the end of the fiscal 1997. As the number of stores increases, the
need for more warehouse space will also increase. Because of this, the
Company plans to expand the gift shop distribution center by approximately
120,000 square feet in fiscal 1996.
In addition to the corporate facilities, the Company owns or leases the
following properties:
State Owned Leased
_____ ___________________ ____________________
Land Buildings Land Buildings
____ _________ ____ _________
Tennessee 25 27 8 5
Florida 24 20 - -
Georgia 17 17 2 2
Illinois 16 17 1 -
Indiana 15 15 - -
Ohio 14 14 1 -
Texas 16 14 - -
Kentucky 10 10 2 2
North Carolina 11 11 1 -
Michigan 11 10 - -
Virginia 12 10 - -
Missouri 9 9 - -
South Carolina 7 8 2 1
Alabama 8 7 1 1
Wisconsin 6 6 - -
Louisiana 4 4 - -
Minnesota 4 4 - -
Mississippi 4 3 - -
Colorado 2 2 - -
Iowa 2 2 - -
Kansas 2 2 - -
Oklahoma 2 2 - -
West Virginia 2 2 - -
New Mexico 1 1 - -
Pennsylvania 1 1 - -
See "Business-Operations" and "Business-Expansion" for additional
information on the Company's stores.
ITEM 3. LEGAL PROCEEDINGS
The Company is not involved in any material pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
8
Pursuant to Instruction 3 to Item 401(b) of Regulation S-K and General
Instruction G(3) to Form 10-K, the following information is included in Part
I of this Form 10-K.
Executive Officers of the Registrant
____________________________________
The following table sets forth certain information concerning the
executive officers of the Company as of October 2, 1995:
Name Age Position with Registrant
____ ___ ________________________
Dan W. Evins 60 Chairman of the Board
& Chief Executive Officer
Ronald N. Magruder 48 President & Chief Operating Officer
Jimmie D. White 54 Senior Vice President,
Finance & Chief Financial Officer
Reginald M. Mudd 42 Senior Vice President,
Corner Market
Michael D. Adkins 40 Vice President, Restaurant Operations
Richard G. Parsons 43 Vice President, Merchandising
Donald G. Kravitz 59 Vice President, Property Development
Mark W. Tanzer 38 Vice President, Product Development
Frank J. McAvoy, Jr. 47 Vice President, Operations Services
James D. Fisher 49 Vice President, Marketing
Charles H. Sonnenberg 52 Vice President, Information Services
O. E. Philpot 61 Vice President,
Community & Government Relations
Mattie H. Hankins 55 Vice President & Comptroller
The following background material is provided for those executive
officers who have been employed by the Registrant for less than five years:
Prior to his employment with the Company in August, 1995, Mr. Magruder
was Vice-Chairman of Darden Restaurants, Inc. from December 1994 to August
1995. Mr. Magruder had been employed by General Mills for 23 years, serving
in various capacities within their restaurant division. Previously, Mr.
Magruder was Executive Vice President of General Mills Restaurants and
President of the Olive Garden from 1987 to 1994.
Prior to his employment with the Company in January 1995, Mr. Fisher was
Executive Vice President of Marketing with Baker's Square since 1993. Mr.
Fisher was Vice President of Marketing with Shakey's Pizza, Inc. from 1989
to 1993.
9
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Since the initial public offering of the Company's common stock in
November 1981, the Company's common stock has been traded on The Nasdaq Stock
Market (National Market) with the symbol CBRL. There were 17,158
shareholders of record as of October 2, 1995.
The following table indicates the high and low sales prices of the
Company's common stock as reported on The Nasdaq Stock Market (National
Market) during the periods indicated.
Fiscal Year 1995 Prices Fiscal Year 1994 Prices
_______________________ _______________________
Quarter High Low High Low
_______ ____ ___ ____ ___
First $27.25 $20.00 $29.25 $22.50
Second 22.50 17.50 29.75 24.50
Third 23.75 20.50 29.13 25.00
Fourth 24.63 19.88 28.00 21.25
In September 1983 the Board of Directors of the Company initiated a
policy of declaring dividends on a quarterly basis. Prior to such date the
Board followed a policy of declaring annual dividends during the first fiscal
quarter. Quarterly dividends of $.005 per share were paid during all four
quarters of fiscal 1994 and 1995. The Company foresees paying comparable
cash dividends per share in the future.
The covenants relating to the 9.53% Senior Notes in the original amount
of $30,000,000 restrict the payment of cash dividends and the purchase of
treasury stock. Retained earnings not restricted under the covenants were
approximately $271,000,000 at July 28, 1995.
ITEM 6. SELECTED FINANCIAL DATA
The table "Selected Financial Data" on page 17 of the Company's Annual
Report to Shareholders for the year ended July 28, 1995 (the "1995 Annual
Report") is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following portions of the 1995 Annual Report are incorporated herein
by reference:
Management's Discussion and Analysis of Financial Condition and Results
of Operations on pages 18 and 19.
10
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following portions of the 1995 Annual Report are incorporated herein
by reference:
Financial Statements and Independent Auditors' Report on pages 20
through 31.
Quarterly Financial Data (Unaudited) on page 30.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item with respect to directors of the
Company is incorporated herein by reference to the section entitled "Election
of Directors" in the Company's definitive proxy statement for its 1995 Annual
Meeting of Shareholders (the "1995 Proxy Statement"). The information
required by this item with respect to executive officers of the Company is
set forth in Part I of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by
reference to the section entitled "Executive Compensation" in the Company's
1995 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated herein by
reference to the section entitled "Security Ownership of Management" in the
Company's 1995 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by
reference to the section entitled "Transactions with Management" in the
Company's 1995 Proxy Statement.
11
PART IV
ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K
A. List of documents filed as part of this report:
1. The following Financial Statements and the Report of Deloitte
& Touche LLP on pages 20 through 31 of the 1995 Annual Report
are incorporated herein by reference:
Independent Auditors' Report dated September 6, 1995
Balance Sheets as of July 28, 1995 and July 29, 1994
Statements of Income for each of the three fiscal years ended
July 28, 1995, July 29, 1994 and July 30, 1993
Statements of Changes in Stockholders' Equity for each of the
three fiscal years ended July 28, 1995, July 29, 1994 and
July 30, 1993
Statements of Cash Flows for each of the three fiscal years
ended July 28, 1995, July 29, 1994 and July 30, 1993
Notes to Financial Statements
2. The exhibits listed in the accompanying Index to Exhibits on
pages 14 & 15 are filed as part of this annual report.
B. Reports on Form 8-K:
There were no reports filed on Form 8-K during the fourth quarter
of the fiscal year ended July 28, 1995.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Cracker Barrel Old Country Store, Inc. has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CRACKER BARREL OLD COUNTRY STORE, INC.
By: /s/D.W. Evins By: /s/Mattie H. Hankins
______________________________ ____________________________
D. W. Evins Mattie H. Hankins
CEO Vice President & Comptroller
(Principal Executive Officer)
By: /s/Jimmie D. White
______________________________
Jimmie D. White
Senior Vice President, Finance
(Principal Financial Officer)
Date: October 23, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person on behalf of the
Company and in the capacities and on the dates indicated.
/s/James C. Bradshaw, M.D.
_________________________________ ______________________________
James C. Bradshaw, M.D., Director Charles T. Lowe, Jr., Director
/s/B.F. Lowery
_________________________________ ______________________________
Robert V. Dale, Director B. F. Lowery, Director
/s/Dan W. Evins /s/Ronald N. Magruder
_________________________________ ______________________________
Dan W. Evins, Director Ronald N. Magruder, Director
/s/Edgar W. Evins
_________________________________ ______________________________
Edgar W. Evins, Director Gordon L. Miller, Director
_________________________________ ______________________________
William D. Heydel, Director Martha M. Mitchell, Director
/s/Robert C. Hilton
_________________________________ ______________________________
Robert C. Hilton, Director James H. Stewart, Director
/s/Charles E. Jones, Jr. /s/Jimmie D. White
_________________________________ ______________________________
Charles E. Jones, Jr., Director Jimmie D. White, Director
13
INDEX TO EXHIBITS
Exhibit
_______
3(a) Charter (5)
3(b) Bylaws
4(a) Note Agreement dated as of January 1, 1991, relating to
$30,000,000 of 9.53% Senior Notes (3)
10(a) Credit Agreement dated January 28, 1991, between the Company
and Wachovia Bank and Trust Company, N.A. (3)
10(b) Lease dated August 27, 1981 for lease of Clarksville,
Tennessee, and Macon, Georgia, stores between B. F. Lowery,
general counsel and a director, and the Company (1)
10(c) The Company's Incentive Stock Option Plan of 1982, as
amended (2)
10(d) The Company's 1987 Stock Option Plan, as amended (5)
10(e) The Company's Non-Employee Director's Stock Option Plan, as
amended (4)
10(f) The Company's Executive Employment Agreement (2)
13 Pertinent portions, incorporated by reference herein, of the
Company's 1995 Annual Report to Shareholders
22 Definitive Proxy Materials
23 Consent of Deloitte & Touche LLP
14
(1) Incorporated by reference to the Company's Registration
Statement on Form S-7 under the Securities Act of 1933
(File No. 2-74266).
(2) Incorporated by reference to the Company's Annual Report on
Form 10-K under the Securities Exchange Act of 1934 for the
fiscal year ended July 28, 1989 (File No. 0-7536).
(3) Incorporated by reference to the Company's Registration
Statement on Form S-3 under the Securities Act of 1933
(File No. 33-38989).
(4) Incorporated by reference to the Company's Annual Report on
Form 10-K under the Securities Exchange Act of 1934 for the
fiscal year ended August 2, 1991 (File No. 0-7536).
(5) Incorporated by reference to the Company's Registration
Statement on Form S-8 under the Securities Act of 1933
(File No. 33-45482).
15