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
August 2, 1996 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 $1,378,944,681 as of September 30, 1996.
60,612,953
____________________________________________________________________________
(Number of shares of common stock outstanding as of September 30, 1996.)
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
August 2, 1996
2. Proxy Statement for Annual Part III
Meeting of Shareholders
to be held November 26, 1996
2
PART I
ITEM 1. BUSINESS
Overview
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 267 full service "country store"
restaurants which are primarily located in the southeast, midwest, mid-
atlantic and southwest United States. The majority of stores are located
along interstate highways, however, six stores are located at "tourist
destinations". The 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 retail 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.
As announced on August 21, 1996, the Company took a one-time charge
related to store closures and other write-offs. The details related to this
charge are included in Note 1 under "Store closing costs" on pages 25 and 26
of the Company's 1996 Annual Report.
Operations
Store Format: The format of Cracker Barrel 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 room consisting of approximately 23% of the total
interior store space, a retail shop 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 kitchens contain modern food
preparation and storage equipment allowing for extensive flexibility in menu
variation and development.
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 restaurants prepare menu
selections on the premises. The Company's 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,
3
homemade soups and specialty items such as beef stew with muffins. Lunches
and dinners range in price from $2.99 to $14.99. The Company from time to
time increases its prices and increased its menu prices approximately 2% in
November 1995 and 1% in May 1996.
The retail stores, 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 product development
department which develops new and improved menu items in response to shifts
in customer preferences. Company merchandising specialists are involved on
a continuing basis in selecting and positioning of merchandise in the retail
shop. 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 retail manager who are responsible for
approximately 109 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 when meeting or exceeding predetermined
performance criteria. 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 support individual
store managers.
The store management recruiting and training program begins with an
evaluation and screening process. 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 an 11-week training program consisting
of nine weeks of in-store training and two weeks of training 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.
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,
Dallas, Texas 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 retail items are purchased directly by Cracker Barrel,
warehoused at its Lebanon distribution center and shipped to the stores.
4
As announced on July 1, 1996, the Company has informed the distributor
of its plans to solicit bids for separate long-term contracts related to the
distribution of foodservice products and retail merchandise to the Company's
stores. The Company expects to make the final decision before the end of
calendar 1996.
The single food category accounting for the largest share (approximately
14%) of the Company's food purchasing expense is pork. The single food item
within the pork category accounting for the largest share of the Company's
food purchasing expense is country ham. The Company presently purchases its
pork food items through ten 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 50% of
advertising expenditures. The Company utilizes various types of media, such
as television, in its core markets to maintain customer awareness. Outside
of its core markets, other types of media, such as radio and print, are used
in an effort to increase name awareness and to build brand loyalty.
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 to, and may from time to time, operate with negative working capital.
Inventories are generally financed from normal trade credit aided by rapid
turnover of the restaurant inventory.
Expansion
The Company opened forty-three new stores in fiscal 1996. Five of the
stores are located on: Interstate 10 in Goodyear, Arizona, Moss Point,
Mississippi, Crestview, Florida, El Paso, Texas, and Las Cruces, New Mexico;
Interstate 95 in Ashland, Virginia, Stuart, Florida, Smithfield, North
Carolina, Dumfries, Virginia, and Vero Beach, Florida; four are located on:
Interstate 40 in Hickory, North Carolina, Conway, Arkansas, Jackson,
Tennessee, and Clemmons, North Carolina; Interstate 81 in Harrisonburg and
Troutville, Virginia, Chambersburg, Pennsylvania, and Martinsburg, West
Virginia; three are located on: Interstate 65 in Gardendale and Prattville,
Alabama, and Edinburgh, Indiana; two are located on: Interstate 4 in Orlando
5
and Seffner, Florida; Interstate 20 in Pearl, Mississippi, and West Monroe,
Louisiana; Interstate 25 in Loveland, Colorado and Albuquerque, New Mexico;
Interstate 35 in DeSoto, Texas and Olathe, Kansas, and one each is located
on: Intersate 29/80 in Council Bluffs, Iowa, Highway 360 in Arlington,
Texas, Interstate 26 in Hendersonville, North Carolina, Interstate 30 in
Bryant, Arkansas, Interstate 45 in Conroe, Texas, Interstate 57 in Bradley,
Illinois, Interstate 66 in Manassas, Virginia, Interstate 70 in St. Charles,
Missouri, Interstate 71 in Medina, Ohio, Interstate 72 in Decatur, Illinois,
Interstate 85 in Concord, North Carolina, Interstate 90 in Rockford,
Illinois, Interstate 94 in Kalamazoo, Michigan, and Intersate 270 in
Frederick, Maryland.
The Company plans to open fifty new stores by the end of fiscal 1997.
Ten of the stores are already open: two are on Interstate 95 in Boynton
Beach, Florida and Fayetteville, North Carolina, and there is one each on
Interstate 55 in Romeoville, Illinois, Interstate 59 in Tuscaloosa, Alabama,
Interstate 71 in LaGrange, Kentucky, Interstate 78 in Fogelsville,
Pennsylvania, Interstate 81 in Watertown, New York, Interstate 90 in Erie,
Pennsylvania, Interstate 96 in Brighton, Michigan, and Interstate 275 in
Forest Park, Ohio.
Prior to committing to a new location, the Company performs extensive
reviews of various available sites, gathering approximate cost, demographic
and traffic data. This information is entered into a newly developed model
to help with the decision on building a store. 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 250 of its 267 restaurant properties. The other 17
properties are either ground leases or ground and building leases.
Currently, average cost for a new store is approximately $1,100,000 for land
and sitework, $800,000 for building, and $650,000 for equipment. The current
store size is approximately 10,000 square feet with 184 seats in the
restaurant.
Employees
As of August 2, 1996, Cracker Barrel employed 31,683 people, of whom 188
were in advisory and supervisory capacities, 1,757 were in store management
positions and 16 were officers of the Company. Many of the restaurant
personnel are employed on a part-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.
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.
6
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 name "Cracker Barrel Old Country Store", as well as its logo,
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 400,000 square feet of warehouse facilities. Management feels that
the current amount of office space is sufficient to meet the Company's needs
through the end of the fiscal 1998.
In addition to the corporate facilities, the Company owns or leases the
following properties:
State Owned Leased
_____ ___________________ ____________________
Land Buildings Land Buildings
____ _________ ____ _________
Tennessee 26 28 8 5
Florida 24 24 - -
Georgia 17 17 2 2
Illinois 18 19 1 -
Texas 17 17 - -
Ohio 14 15 1 -
Indiana 15 15 - -
North Carolina 14 15 1 -
Virginia 13 13 - -
Kentucky 11 11 2 2
Alabama 11 11 1 1
Michigan 12 12 - -
Missouri 10 10 - -
South Carolina 7 8 2 1
Mississippi 5 5 - -
Louisiana 5 5 - -
Wisconsin 6 4 - -
Pennsylvania 4 4 - -
Minnesota 4 3 - -
West Virginia 3 3 - -
Colorado 3 3 - -
Iowa 3 3 - -
Arkansas 2 2 - -
New Mexico 2 2 - -
Kansas 2 2 - -
Oklahoma 2 2 - -
Maryland 1 1 - -
New York 1 1 - -
Arizona 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 September 30, 1996:
Name Age Position with Registrant
____ ___ ________________________
Dan W. Evins 61 Chairman of the Board
& Chief Executive Officer
Ronald N. Magruder 49 President & Chief Operating Officer
Michael A. Woodhouse 51 Senior Vice President,
Finance & Chief Financial Officer
Michael D. Adkins 41 Senior Vice President, Restaurant
Operations
Norman J. Hill 53 Senior Vice President, Human
Resources
Richard G. Parsons 44 Senior Vice President, Merchandising
Judith K. Donovan 41 Vice President, New Business
Development
James D. Fisher 50 Vice President, Marketing
Mattie H. Hankins 56 Vice President & Controller
Debra K. Kidwell 37 Vice President, Retail Purchasing
Donald G. Kravitz 60 Vice President, Property Development
Michael J. Matheny 49 Vice President, Information Services
Jonathan C. Sleik 45 Vice President, Purchasing and
Distribution
Mark W. Tanzer 39 Vice President, Product Development
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 1994 to 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.
9
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.
Prior to his employment with the Company in November 1995, Mr. Sleik was
with Darden Restaurants, Inc. most recently as Vice President of Remodeling
and Facilities. He was Executive Vice President of Operations for the Olive
Garden from 1985 to 1994 and Vice President of Purchasing and Distribution
for Red Lobster from 1980 to 1985.
Prior to his employment with the Company in December 1995, Mr. Woodhouse
was Senior Vice President and Chief Financial Officer of Daka International,
Inc from 1993 to 1995. Mr. Woodhouse was Vice President and Chief Financial
Officer of Tia's Inc. from 1992 to 1993. Prior to 1992 he was Executive Vice
President and Chief Financial Officer of Metromedia Steakhouses, Inc.
Prior to his employment with the Company in February 1996, Mr. Matheny
was with Boston Chicken as Director of Systems. He was Director of
Management Information Systems with El Chico Restaurants from 1992 through
1995. Prior to 1992, he served in various divisional roles with Metromedia
working with their Steak and Ale and Ponderosa concepts.
Prior to her employment with the Company in September 1996, Ms. Donovan
was with Darden Restaurants, Inc. from 1989-1996 serving most recently as
Senior Vice President of New Business Development. Prior to her most recent
role, she was Senior Vice President and Division General Manager of The Olive
Garden.
10
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 19,011
shareholders of record as of September 30, 1996.
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 1996 Prices Fiscal Year 1995 Prices
_______________________ _______________________
Quarter High Low High Low
_______ ____ ___ ____ ___
First $21.50 $17.38 $27.25 $20.00
Second 19.25 15.75 22.50 17.50
Third 24.88 17.88 23.75 20.50
Fourth 27.38 19.38 24.63 19.88
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 1995 and 1996. 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 impose certain restrictions on the payment of cash dividends
and the purchase of treasury stock. Retained earnings not restricted under
the covenants were approximately $331,000,000 at August 2, 1996.
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 August 2, 1996 (the "1996 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 1996 Annual Report are incorporated herein
by reference:
Management's Discussion and Analysis of Financial Condition and Results
of Operations on pages 18 and 19.
11
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following portions of the 1996 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
None.
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 1996 Annual
Meeting of Shareholders (the "1996 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
1996 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 1996 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 1996 Proxy Statement.
12
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 1996 Annual Report
are incorporated herein by reference:
Independent Auditors' Report dated September 11, 1996
Balance Sheet as of August 2, 1996 and July 28, 1995
Statement of Income for each of the three fiscal years ended
August 2, 1996, July 28, 1995 and July 29, 1994.
Statement of Changes in Stockholders' Equity for each of the
three fiscal years ended August 2, 1996, July 28, 1995 and
July 29, 1994
Statement of Cash Flows for each of the three fiscal years
ended August 2, 1996, July 28, 1995 and July 29, 1994
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 August 2, 1996.
13
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/Dan W. Evins By: /s/Mattie H. Hankins
__________________________________ ________________________________
Dan W. Evins Mattie H. Hankins
CEO and Chairman of the Board Vice President & Controller
(Principal Executive Officer)
By: /s/Michael A. Woodhouse
_________________________________
Michael A. Woodhouse
Senior Vice President, Finance
(Principal Financial Officer)
Date: October 25, 1996
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/Robert V. Dale /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
/s/William D. Heydel
_________________________________ _________________________________
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.
_________________________________ __________________________________
Charles E. Jones, Jr., Director Jimmie D. White, Director
14
INDEX TO EXHIBITS
Exhibit
3(a) Charter (5)
3(b) Bylaws (6)
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 Amended and Restated Stock Option Plan (7)
10(f) The Company's Non-Employee Director's Stock Option Plan, as
amended (4)
10(g) The Company's Executive Employment Agreement (2)
10(h) The Company's Non-Qualified Savings Plan, effective 1/1/96,
as amended
10(i) The Company's Deferred Compensation Plan, effective 1/1/94.
10(j) Executive Employment Agreement for Ronald N. Magruder dated
7/5/95 (8)
10(k) Executive Employment Agreement for Michael A. Woodhouse
dated 11/15/95 (8)
13 Pertinent portions, incorporated by reference herein, of the
Company's 1996 Annual Report to Shareholders
22 Definitive Proxy Materials
23 Consent of Deloitte & Touche LLP
15
(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).
(6) 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, 1995. (File No. 0-7536).
(7) Incorporated by reference to the Company's 1996 Definitive
Proxy materials, attached hereto as Exhibit 22.
(8) Incorporated by reference to the Executive Employment
Agreement section, page 13 of the Company's 1996 Definitive Proxy
materials, attached hereto as Exhibit 22.
16