EXHIBIT INDEX
EXHIBIT SUBMISSION MEDIA
- ------- ----------------------
2.(i)(A) Agreement and Plan Incorporated by
of Merger dated March reference to
17, 1994 by and among Exhibit 2.(i)(A) on Form SE
Montgomery Ward filed March 24, 1994.
& Co., Incorporated,
MW Merger Corp., LMR
Acquisition Corporation,
Lechmere, Inc. and The
Stockholders of LMR
Acquisition Corporation
executing counterparts
of this agreement.
2.(ii) Agreement of Purchase Incorporated by
and Sale of Stock reference to
dated February 24, 1994 Exhibit 2.(ii) on Form SE
by and among Signature filed March 24, 1994.
Financial/Marketing,
Inc., Greater California
Dental Services Plan,
Inc. and National
Dental Services, Inc.
3.1 Restated Certificate Incorporated by
of Incorporation of reference to
Registrant, dated Exhibit 3(a) of the
June 24, 1988, Company's Registration
as amended. Statement on Form S-1
(Registration No.
33-23403).
3.2 Certificate of Incorporated by
Amendment to reference to
Certificate of Exhibit 3.2 of the
Incorporation. Company's Registration
Statement on Form S-1
(Registration No.
33-33252).
EXHIBIT INDEX
EXHIBIT SUBMISSION MEDIA
- ------------- ----------------------
3.2(i) Certificate of Incorporated by
Amendment to reference to
Certificate of Exhibit 3.2(i) of the
Incorporation. Company's Annual
Report on Form 10-K
for the fiscal year
ended December 28,
1991.
3.3 Restated by-laws Incorporated by
of Registrant, as reference to
amended through Exhibit 3.3 of the
January 21, 1991. Company's Annual
Report on Form 10-K
for the fiscal year
ended December 29,
1990.
9. Voting Trust Incorporated by
Agreement dated as reference to
of June 21, 1988. Exhibit 3(a) of the
Company's Registration
Statement on Form S-1
(Registration No.
33-23403).
10.(i)(A)(1) BFB Acquisition Incorporated by
Corp. Stockholders reference to Annex 1
Agreement dated of the Prospectus
June 17, 1988, as contained in the
amended and Company's Registration
restated. Statement on Form S-1
(Registration No.
33-33252).
10.(i)(A)(3) Montgomery Ward Incorporated by
& Co., Incorporated reference to Annex 3
Stock Ownership of the Prospectus
Plan Terms and contained in the
Conditions, as Company's Registration
amended and Statement on Form S-1
restated. (Registration No.
33-41161).
EXHIBIT INDEX
EXHIBIT SUBMISSION MEDIA
- ------------- -----------------------
10.(i)(A)(4) Amendment No. 7 to Incorporated by
the Montgomery Ward reference to Exhibit
& Co., Incorporated 10.(i)(A)(10) of the
Stock Ownership Company's Quarterly
Plan Terms and Report on Form 10-Q
Conditions adopted for the fiscal
October 25, 1991. quarterly period ended
September 28, 1991.
10.(i)(B) Stock Purchase Incorporated by
Agreement dated reference to Exhibit
March 6, 1988 10.(i)(B) of the
between Mobil Company's Registration
Corporation, Statement on Form S-1
Marcor Inc. and (Registration No.
BFB Acquisition 33-23403).
Corp.
10.(i)(C) Amended and Restated Incorporated by
Credit Agreement reference to Exhibit
dated as of 10.(i)(C) of the
September 22, 1992 Company's Form 8-K
among Montgomery on September 22, 1992.
Ward & Co., Incor-
porated, various
banks, Continental
Bank N.A. as Docu-
mentary Agent, The
Bank of Nova Scotia
as Administrative
Agent and Bank of
New York as
Negotiated Loan
Agent.
EXHIBIT INDEX
EXHIBIT SUBMISSION MEDIA
- ------------- -----------------------
10.(i)(C)(1) First Amendment Incorporated by
dated as of Septem- reference to
ber 22, 1993 to the Exhibit 10.(C)(1) of
Amended and Credit the Company's
Agreement dated as quarterly report
of September 22, on Form 10-Q for
1992 among the fiscal quarterly
Montgomery Ward period ended
& Co., Incorporated, October 2, 1993.
various banks,
Continental Bank
N.A. as Documen-
tary Agent, The
Bank of Nova
Scotia as Administra-
tive Agent, and the
Bank of New York as
Negotiated Loan Agent.
10.(i)(E) Short Term Credit Incorporated by
Agreement dated as reference to Exhibit
of September 22, 10.(i)(E) of the
1992 among Montgomery Company's Form 8-K
Ward & Co., Incor- on September 22,
porated, various 1992.
banks, Continental
Bank N.A. as Docu-
mentary Agent,
The Bank of Nova
Scotia as Adminis-
trative Agent, and
the Bank of New
York as Negotiated
Loan Agent.
EXHIBIT INDEX
EXHIBIT SUBMISSION MEDIA
- ------------- -----------------------
10.(i)(E)(1) First Amendment Incorporated by
dated as of Septem- reference to
ber 22, 1993 to the Exhibit 10.(i)(E)(1)
Short Term Credit of the Company's
Agreement dated quarterly report on
as of September 22, Form 10-Q for the
1992 among fiscal quarterly
Montgomery Ward period ended
& Co., Incorporated, October 2, 1993.
various banks,
Continental Bank
N.A. as Documentary
Agent, The Bank of
Nova Scotia as
Administrative
Agent, and the
Bank of New York
as Negotiated
Loan Agent.
10.(i)(E)(2) Extension request Incorporated by
letters dated reference to
September 22, 1993 Exhibit 10.(i)(E)(2)
from Montgomery on Form SE, filed
Ward & Co., Incor- March 24, 1994.
ported addressed to
all banks who are
parties to the
Short Term Agree-
ment, and the replies
of all such banks
to such requests.
EXHIBIT INDEX
EXHIBIT SUBMISSION MEDIA
10.(i)(F) Note Purchase Incorporated by
Agreements dated reference to Exhibit
March 1, 1993 10.(i)(F) of the
between Montgomery Company's Annual
Ward & Co., Incor- Report on Form 10-K
porated and various for the fiscal year
lenders. ended January 2, 1993.
10.(i)(G) Term Loan Agreement Incorporated by
dated as of reference to Exhibit
November 24, 1993 10.(i)(G) on Form SE,
among Montgomery filed March 24, 1994.
Ward & Co., Incor-
porated, various
banks, The First
National Bank of
Chicago, as Docu-
mentary Agent, The
Bank of Nova Scotia,
as Administrative
Agent, and the Bank
of New York as
Negotiated Loan Agent.
10.(ii)(A) Stock Purchase Incorporated by
Agreement dated reference to Exhibit
June 22, 1988 10.(ii)(A) of the
between General Company's Registration
Electric Capital Statement on Form S-1
Corporation and (Registration No.
Montgomery Ward 33-23403).
& Co., Incorporated.
10.(ii)(B) Account Purchase Incorporated by
Agreement dated reference to Exhibit
June 24, 1988 10.(ii)(B) of the
by and between Company's Registration
Montgomery Ward Statement on Form S-1
Credit Corporation (Registration No.
and Montgomery 33-23403).
Ward & Co.,
Incorporated.
EXHIBIT INDEX
EXHIBIT SUBMISSION MEDIA
10.(ii)(B)(1) Letter Agreement Incorporated by
dated April 21, reference to Exhibit
1989 by and between 10.(ii)(B)(1) of the
Montgomery Ward Company's Registration
Credit Corporation Statement on Form S-1
and Montgomery (Registration No.
Ward & Co., Incor- 33-33252).
porated (amending
the Account Purchase
Agreement which is
Exhibit 10.(ii)(B)
hereto).
10.(ii)(B)(2) Amendment to Incorporated by
Account Purchase reference to Exhibit
Agreement dated 10.(ii)(B)(2) on
December 26, 1989 by Form SE filed
and between March 24, 1994.
Montgomery Ward
Credit Corporation
and Montgomery Ward &
Co., Incorporated.
10.(ii)(B)(3) Letter Agreement Incorporated by
dated April 24, reference to Exhibit
1990, by and between 10.(ii)(B)(3) on
Montgomery Ward Form SE filed
Credit Corporation March 24, 1994.
and Montgomery Ward
& Co., Incorporated.
10.(ii)(C) Letter Agreement Incorporated by
dated June 24, reference to Exhibit
1988 among Signa- 10.(ii)(C) of the
ture Financial/ Company's Registration
Marketing, Inc., Statement on Form S-1
Montgomery Ward (Registration No.
Credit Corpora- 33-23403).
tion and Montgomery
Ward & Co., Incor-
porated.
EXHIBIT INDEX
EXHIBIT SUBMISSION MEDIA
10.(ii)(D) Letter Agreement Incorporated by
dated December 26, reference to Exhibit
1990, by and between 10.(ii)(D) of the
Montgomery Ward Company's Annual
Credit Corporation Report on Form 10-K
and Montgomery for the fiscal year
Ward & Co., Incor- ended December 29,
porated. 1990.
10.(ii)(E) Fifth Amendment to Incorporated by
Account Purchase reference to Exhibit
Agreement dated 10.(ii)(E) of the
May 23, 1992 by and Company's Quarterly
between Montgomery Report on Form 10-Q
Ward & Co., Incor- for the fiscal
porated and Mont- quarterly period ended
gomery Ward Credit June 27, 1992.
Corporation.
10.(ii)(F) Amendment dated Incorporated by
May 23, 1992 to reference to Exhibit
Letter Amendment 10.(ii)(F) of the
dated June 24, Company's Quarterly
1988 (Signature Report on Form 10-Q
Credit Agreement) for the fiscal
by and among Finan- quarterly period ended
cial/Marketing, Inc. June 27, 1992.
Montgomery Ward
& Co.,Incorporated
and Montgomery Ward
Credit Corporation.
10.(ii)(G) Letter Agreement Incorporated by
dated December 29, reference to Exhibit
1992 by and between 10.(ii)(G) of the
Montgomery Ward Company's Annual
& Co., Incorporated Report on Form 10-K
and Montgomery for the fiscal year
Ward Credit Corpora- ended January 2,
tion. 1993.
EXHIBIT INDEX
EXHIBIT SUBMISSION MEDIA
10.(ii)(G)(1) Letter Agreement Incorporated by
dated April 29, reference to
1993, by and Exhibit 10.(ii)(G)(1)
between Montgomery on Form SE filed
Ward Credit Corpora- March 24, 1994.
tion and Montgomery
Ward & Co., Incor-
porated.
10.(ii)(G)(2) Letter Agreement Incorporated by
dated September 15, reference to
1993, by and Exhibit 10.(ii)(G)(2)
between Montgomery on Form SE filed
Ward Credit Corpora- March 24, 1994.
tion and Montgomery
Ward & Co., Incor-
porated.
10.(ii)(H) Ninth Amendment to Incorporated by
Account Purchase reference to
Agreement dated Exhibit 10.(ii)(H)
February 16, 1994 on Form SE filed
by and between March 24, 1994.
Montgomery Ward &
Co., Incorporated
and Montgomery
Ward Credit
Corporation.
10.(iv)(A) Montgomery Ward Incorporated by
& Co., Incorporated reference to Exhibit
Stock Ownership 10.(iv)(A) of the
Plan, amended and Company's quarterly
restated as of report on Form 10-Q
September 9, 1993, for the fiscal
subject to share- quarterly period
holder approval. ended October 2,
1993.
10.(iv)(B) Montgomery Ward Incorporated by
& Co., Incorporated reference to Exhibit
Long Term Incentive 10.(iv)(B) of the
Plan. Company's Registration
Statement on Form S-1
(Registration No.
33-23403).
EXHIBIT INDEX
EXHIBIT SUBMISSION MEDIA
10.(iv)(C) Montgomery Ward Incorporated by
& Co., Incorporated reference to Exhibit
Performance 10.(iv)(C) of the
Management Program. Company's Registration
Statement on Form S-1
(Registration No.
33-23403).
10.(iv)(D) Montgomery Ward Incorporated by
& Co., Incorporated reference to Exhibit
Retirement Security 10.(iv)(D) of the
Plan (as amended Post-Effective Amend-
and restated ment No. 3 to the
effective as of Company's Registration
January 1, 1989). Statement on Form S-1
(Registration No.
33-23403).
10.(iv)(E) Montgomery Ward Incorporated by
& Co., Incorporated reference to Exhibit
Supplemental 10.(iv)(E) of the
Retirement Plan. Company's Registration
Statement on Form S-1
(Registration No.
33-23403).
10.(iv)(F) Montgomery Ward Incorporated by
Holding Corp. reference to Exhibit
Directors Fee 10.(iv)(F) of the
and Stock Owner- Company's Registration
ship Plan. Statement on Form S-1
(Registration No.
33-41161).
10.(iv)(G) Montgomery Ward Incorporated by
Holding Corp. reference to Exhibit
Senior Officer 10.(iv)(G) of the
Severance Plan. Company's Annual
Report on Form 10-K
for the fiscal year
ended January 2, 1993.
10.(v) Letter Agreement Incorporated by
dated May 3, 1985 reference to Exhibit
between Montgomery 10.(v) of the
Ward & Co., Incor- Company's Registration
porated and Bernard Statement S-1
F. Brennan. (Registration No.
33-23403).
EXHIBIT INDEX
EXHIBIT SUBMISSION MEDIA
10.(vi) Employment Agreement Incorporated by
effective January reference to Exhibit
14, 1994 between 10.(vi) on Form SE
Montgomery Ward filed March 24, 1994.
& Co., Incorporated
and Bernard W.
Andrews.
10.(vii) Agreement effective Incorporated by
October 21, 1991 reference to Exhibit
between Montgomery 10.(vii) on the
Ward & Co., Incor- Company's Annual
porated and Finger- Report on Form 10-K
hut Companies, Inc. for the fiscal year
ended December 28,
1991.
10.(viii) Line of Credit Incorporated by
Agreement effective reference to Exhibit
November 19, 1991 10.(viii) on the
by and among Mont- Company's Annual
gomery Ward & Co., Report on Form 10-K
Incorporated, for the fiscal year
Northern Trust ended December 28,
Company and The 1991.
First National
Bank of Chicago.
10.(ix) Employment Agreement Incorporated by
effective December reference to Exhibit
31, 1993 between 10.(ix) on Form SE
Montgomery Ward & filed March 24, 1994.
Co., Incorporated
and Robert F. Connolly.
10.(xi) Employment Agreement Incorporated by
effective November reference to Exhibit
1, 1991 between 10.(xi) of the
Montgomery Ward & Company's Annual
Co., Incorporated Report on Form 10-K
and Richard Bergel. for the fiscal year
ended January 2,
1993.
EXHIBIT INDEX
EXHIBIT SUBMISSION MEDIA
11. Statement regarding
computation of per
share earnings.
12. Not applicable.
13. Not applicable.
16. Not applicable.
18. Not applicable.
19. Not applicable.
21. Subsidiaries of Incorporated by
the Registrant. reference to Exhibit
21 of the Company's
Registration Statement
on Form S-1
(Registration No.
33-33252).
22. Not applicable.
23. Consent of
independent
public accountants.
24. Powers of attorney Incorporated by
executed by direc- reference to
tors and officers Exhibit 24 on Form SE,
of Registrant filed March 24, 1994.
authorizing execu-
tion of Annual
Report on Form 10-K.
27. Financial Statement
Schedules.
28. Not applicable.
EXHIBIT 11
COMPUTATION OF PER SHARE EARNINGS
52-WEEK PERIOD ENDED
JANUARY 1, 1994
Class A Class B
Earnings available
for Common
Shareholders $49,982,912 $51,059,110
Weighted average
of shares
outstanding:
Shares outstanding 20,148,623 25,000,000
Shares issued
upon assumed
exercise of
stock options 4,066,804 -
Shares assumed
to be repurchased
under Treasury
Stock method
(at fair market
value of $22.50) (2,410,224) -
Total number of
options considered
as common stock
equivalents 1,656,580 -
Total weighted
average number
of shares 21,805,203 25,000,000
Earnings per share $2.29 $2.04
EXHIBIT 11
COMPUTATION OF PER SHARE EARNINGS
53-WEEK PERIOD ENDED
JANUARY 2, 1993
Class A Class B
Earnings available
for Common
Shareholders $25,526,342 $26,294,923
Weighted average
of shares
outstanding:
Shares outstanding 20,892,268 25,000,000
Shares issued
upon assumed
exercise of
stock options 3,240,240 -
Shares assumed
to be repurchased
under Treasury
Stock method
(at fair market
value of $18.75) (1,594,969) -
Total number of
options considered
as common stock
equivalents 1,645,271 -
Total weighted
average number
of shares 22,537,539 25,000,000
Earnings per share $1.13 $1.05
EXHIBIT 11
COMPUTATION OF PER SHARE EARNINGS
52-WEEK PERIOD ENDED
DECEMBER 28, 1991
Class A Class B
Earnings available for
Common Shareholders $59,921,254 $62,068,120
Weighted average of
shares outstanding:
Shares outstanding 23,325,628 25,000,000
Shares issued upon
assumed exercise
of stock options 2,832,174 -
Shares assumed
to be repurchased
under Treasury
Stock method
(at fair market
value of $14.85
and $15.11 for
primary and fully
diluted,
respectively) (1,203,307) -
Total number of
options considered
as common stock
equivalents 1,628,867 -
Total weighted
average number
of shares 24,954,495 25,000,000
Earnings per share $2.40 $2.48
EXHIBIT 24
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our reports included (or incorporated by
reference) in this Form 10-K, into the Company's previously filed
Registration Statements on Form S-8 (File No. 33-41161).
Arthur Andersen & Co.
Chicago, Illinois
March 25, 1994
EXHIBIT 27
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders
of Montgomery Ward Holding Corp.:
We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements included in this
Form 10-K, and have issued our report thereon dated February 15,
1994. Our audit was made for the purpose of forming an opinion on
those statements taken as a whole. The schedules listed in the
preceding index of the consolidated financial statements are the
responsibility of the company's management and are presented for
purposes of complying with the Securities and Exchange Commission's
rules and are not part of the basic consolidated financial
statements. These schedules have been subjected to the auditing
procedures applied in the audit of the basic consolidated financial
statements and, in our opinion, fairly state in all material
respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
Arthur Andersen & Co.
Chicago, Illinois
February 15, 1994
EXHIBIT 27
MONTGOMERY WARD HOLDING CORP.
Schedule II - Amounts Receivable from Related Parties and
Underwriters, Promoters, and Employees Other than Related Parties
Balance Deductions Balance
Name at Amounts End
of Beginning Amounts Written Not of
Debtor of Period Additions Collected Off Current Current Period
For the
53-Week
Period
Ended
January
2, 1993
Daniel H. Levy $500,000 $ - $ - $ - $ -$ - $500,000 (B)
Vice-Chairman
and Chief
Operating
Officer (A)
Due Date 5/7/96
Interest Rate 8.5%
Security Personal Residence
(A) Mr. Levy resigned from all of his duties effective February 28, 1993.
(B) Amount was paid in full subsequent to year-end.
EXHIBIT 27
MONTGOMERY WARD HOLDING CORP.
Schedule IX - Short-Term Borrowings
(Dollar amounts in millions)
Weighted
Maximum Average Average
Category of Weighted Amount Amount Interest
Aggregate Balance Average Outstanding Outstanding Rate
Short-Term at End Interest During the During the During the
Borrowings of Period Rate the Period Period (A) Period (B)
52-Week
Period
Ended
January 1,
1994
Revolving $ 0 3.41% $396 $248 3.4%
Loan
Facilities
53-Week
Period
Ended
January 2,
1993
Revolving $0 3.55% $431 $309 1.0%
Loan
Facilities
(A) The average amount outstanding during the period was calculated on
a monthly basis.
(B) The weighted average interest rate during the period was computed
by dividing the actual interest expense by the average short-term
borrowings outstanding.