FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended May 1, 1994 Commission File No. 33-25621
KASH N' KARRY FOOD STORES, INC.
(Exact name of registrant as specified in charter)
Delaware 95-4161591
(State of incorporation) (IRS employer identification number)
6422 Harney Road, Tampa, Florida 33610
(Address of registrant's principal executive offices)
(813) 621-0200
(Registrant's telephone number, including area code)
The registrant 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
and has been subject to such filing requirements for the past 90 days.
As of June 10, 1994, there were 2,819,589 shares outstanding of the
registrant's common stock, $0.01 par value.
KASH N' KARRY FOOD STORES, INC.
BALANCE SHEETS
(Dollar Amounts in Thousands, Except Per Share Amounts)
ASSETS
May 1, August 1,
1994 1993
----------- ---------
Current assets: (Unaudited)
Cash and cash equivalents $ 5,551 $ 2,145
Accounts receivable 7,112 10,888
Inventories 84,019 95,385
Prepaid expenses and other current assets 12,698 13,151
--------- ---------
Total current assets 109,380 121,569
Property and equipment, at cost, less
accumulated depreciation 162,730 164,937
Favorable lease interests, less accumulated
amortization of $13,100 and $7,506 12,755 18,349
Deferred financing costs, less accumulated
amortization of $21,812 and $19,622 13,032 15,153
Excess of cost over net assets acquired, less
accumulated amortization of $15,580 and $13,457 97,466 99,589
Other assets 4,301 3,611
--------- ---------
Total assets $399,664 $423,208
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current portion of long-term debt $ 38,308 $ 22,628
Accounts payable 41,046 42,561
Accrued payroll and benefits 5,912 4,492
Accrued interest 8,042 15,080
Taxes, other than income 4,829 5,708
Other accrued expenses 12,605 11,963
--------- ---------
Total current liabilities 110,742 102,432
Long-term debt, less current obligations 324,527 329,262
Other long-term liabilities 12,606 10,023
Series B Cumulative Preferred Stock of $.01 par
value and a stated value of $100 a share.
Authorized 50,000 shares; 38,750 shares outstanding. 3,875 3,875
Series C Convertible Preferred Stock of $.01 par value.
Authorized 100,000 shares; 77,500 shares outstanding. 775 775
Stockholders' deficit:
Common Stock of $.01 par value. Authorized 4,000,000
shares; 2,819,589 shares outstanding. 28 28
Capital in excess of par value 77,695 77,695
Accumulated deficit (130,547) (100,845)
Less cost of treasury stock - 2,437 shares (37) (37)
--------- ---------
Total stockholders' deficit (52,861) (23,159)
--------- ---------
Total liabilities and stockholders' deficit $399,664 $423,208
========= =========
See accompanying notes to condensed financial statements.
KASH N' KARRY FOOD STORES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(In Thousands)
(Unaudited)
Thirteen Weeks Ended Thirteen Weeks Ended
May 1, 1994 May 2, 1993
-------------------- --------------------
Sales $279,806 $286,974
Cost of sales 221,608 225,422
--------- ---------
Gross profit 58,198 61,552
Selling, general and
administrative expenses 43,719 43,877
Depreciation and amortization 6,055 5,740
--------- ---------
Operating income 8,424 11,935
Interest expense 11,244 11,244
--------- ---------
Net income (loss) (2,820) 691
Undeclared dividends on Preferred Stock 116 116
--------- ---------
Income (loss) attributable to
Common Stock $ (2,936) $ 575
========= =========
Thirty-Nine Weeks Thirty-Nine Weeks
Ended May 1, 1994 Ended May 2, 1993
----------------- -----------------
Sales $814,607 $824,747
Cost of sales 647,524 652,264
--------- ---------
Gross profit 167,083 172,483
Selling, general and
administrative expenses 133,846 129,100
Depreciation and amortization 18,166 16,398
Store closing and other costs 11,016 --
--------- ---------
Operating income 4,055 26,985
Interest expense 33,757 33,131
--------- ---------
Net loss (29,702) (6,146)
Undeclared dividends on Preferred Stock 348 348
--------- ---------
Loss attributable to Common Stock $(30,050) $ (6,494)
========= =========
See accompanying notes to condensed financial statements.
KASH N' KARRY FOOD STORES, INC.
STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
Thirty-Nine Thirty-Nine
Weeks Ended Weeks Ended
May 1, 1994 May 2, 1993
----------- -----------
Net cash flow from operating activities:
Net loss $(29,702) $ (6,146)
Adjustments to reconcile net loss to net
cash provided (used) by operating
activities:
Depreciation and amortization, excluding
deferred financing costs 18,166 16,398
Store closing and other costs 11,016 --
Amortization of deferred financing costs 2,190 2,132
(Increase) decrease in assets:
Accounts receivable 3,591 (2,302)
Inventories 11,366 (10,782)
Prepaid expenses and other assets (418) (6,557)
Increase (decrease) in liabilities:
Accounts payable (1,515) 5,666
Accrued expenses and other liabilities (8,841) (9,551)
--------- ---------
Net cash provided (used) by
operating activities 5,853 (11,142)
--------- ---------
Cash used by investing activities:
Additions to property and equipment (8,322) (9,970)
Leased/financed asset additions (4,519) (17,357)
Proceeds from sale of property and equipment 429 83
--------- ---------
Net cash used by investing
activities (12,412) (27,244)
--------- ---------
Cash provided by financing activities:
Borrowings under revolving loan facility 15,700 36,200
Additions to obligations under capital leases
and notes payable 7,146 9,524
Repayments on revolving loan facility (2,900) (5,000)
Repayments on term loan facility (2,925) (1,721)
Repayments of other long-term liabilities (6,076) (3,625)
Sale of Common Stock -- 40
Repurchase of Common Stock and Preferred Stock -- (40)
Other financing activities (980) (602)
--------- ---------
Net cash provided by financing
activities 9,965 34,776
--------- ---------
Net increase (decrease) in cash and
cash equivalents 3,406 (3,610)
Cash and cash equivalents at beginning of period 2,145 4,479
--------- ---------
Cash and cash equivalents at end of period $ 5,551 $ 869
========= =========
See accompanying notes to condensed financial statements.
KASH N' KARRY FOOD STORES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(In Thousands)
(Unaudited)
1. The condensed financial statements presented herein have been prepared
in accordance with the instructions to Form 10-Q and do not include all of
the information and note disclosures required by generally accepted
accounting principles. These statements should be read in conjunction with
the fiscal 1993 Form 10-K filed by the Company. The accompanying condensed
financial statements have not been audited by independent accountants in
accordance with generally accepted auditing standards, but in the opinion of
management such condensed financial statements include all adjustments,
consisting only of normal recurring adjustments, necessary to summarize
fairly the Company's financial position and results of operations. The
results of operations for the thirty-nine weeks may not be indicative of the
results that may be expected for the fiscal year ending July 31, 1994.
2. Inventories consist of merchandise held for resale and are stated at the
lower of cost or market; cost is determined using average cost, which
approximates the first-in, first-out (FIFO) method.
3. The Company has reported a pretax loss for all fiscal years since
October 1988 and, consequently, no income tax expense has been reported.
Financial Accounting Standards Board Statement 109 (SFAS 109) was adopted by
the Company as of August 2, 1993. There was no cumulative effect of this
change in accounting for income taxes determined as of August 2, 1993. Prior
years' financial statements have not been restated to apply the provisions of
SFAS 109. The effect on prior years' financial statements of retroactively
implementing SFAS 109 would be immaterial.
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities as of May 1,
1994 are presented below:
Deferred tax assets:
Inventory, principally due to reserves and
additional costs inventoried for tax purposes
pursuant to the Tax Reform Act of 1986 $ 1,100
Insurance and other reserves 5,500
Net operating loss carryforward 33,200
General business credit carryforward 1,100
Charitable contributions carryforward 2,900
Other, net 2,900
---------
Total gross deferred tax assets 46,700
Less valuation allowance (46,700)
---------
Net deferred tax assets $ --
=========
KASH N' KARRY FOOD STORES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(In Thousands)
(Unaudited)
Upon adoption of SFAS 109, effective August 2, 1993, the Company
determined a valuation allowance requirement in the amount of $36,200. The
valuation allowance as of May 1, 1994 has been determined to be $46,700,
resulting in a change in the valuation allowance in the amount of $10,500.
4. During the first quarter, the Company recorded a non-recurring charge of
$11,016 which reflects expenses associated with a program of closing twelve
underperforming stores, reducing administrative staff, and expensing costs
associated with unsuccessful financing activities.
5. Cumulative undeclared dividends on Preferred Stock are $2,447 from
October 12, 1988 through May 1, 1994.
KASH N' KARRY FOOD STORES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
This analysis should be read in conjunction with the condensed financial
statements.
Results of Operations
Operating cash flow (earnings before interest, taxes, depreciation and
amortization and store closing and other costs) for the quarter ended May 1,
1994 was $14.5 million versus $17.7 million for the quarter ended May 2,
1993. Operating cash flow for the thirty-nine weeks ended May 1, 1994 was
$33.2 million compared to $43.4 million for the thirty-nine weeks ended May
2, 1993. The decreases in operating cash flow were attributed to the factors
indicated below.
Sales.
Thirteen Weeks Thirty-Nine Weeks
1994 1993 1994 1993
------ ------ ------ ------
Sales (in millions) $279.8 $287.0 $814.6 $824.7
Change in same store sales 1.42% (1.61)%
Average sales per
store week (in thousands) $213 $191 $197 $186
Sales have been favorably impacted by additional advertising and
promotional activities and the continued strong performance of new stores and
recently acquired and remodeled stores. Additionally, the Company continues
to experience the least new store openings by traditional competitors in six
years. However, sales growth continues to be adversely affected by low
overall price inflation and by pricing and promotional changes, particularly
in grocery, initiated by certain competitors over the last year. In
addition, the Company chose to close seventeen underperforming food stores
over the last twelve months as a part of an overall strategic consolidation
and upgrade of its store network. The Company was able to mitigate the sales
impact of these store closings by transferring a portion of the sales of the
closed stores to operating stores.
Gross Profit. The Company had gross profit of $58.2 million, or 20.8%
as a percentage of sales, for the thirteen weeks ended May 1, 1994 and gross
profit of $61.6 million, or 21.4% of sales, for the thirteen weeks ended May
2, 1993. The decrease in gross profit is attributable to the impact of lower
sales volumes (approximately $1.5 million), and elimination of investment in
forward buy inventory (approximately $2.4 million), partially offset by
improved perishable margins and efficiencies in product preparation and
handling costs. Gross profit was 20.5% of sales for the thirty-nine weeks of
operations ended May 1, 1994 and 20.9% of sales for the thirty-nine weeks of
operations ended May 2, 1993. The decrease in gross profit for the
thirty-nine week period is primarily attributable to the factors indicated
above.
KASH N' KARRY FOOD STORES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Selling, General and Administrative Expenses. The Company had selling,
general and administrative expenses of $43.7 million, or 15.6% as a
percentage of sales, for the thirteen weeks ended May 1, 1994 and $43.9
million, or 15.3% as a percentage of sales, for the thirteen weeks ended May
2, 1993. For the thirty-nine weeks ended May 1, 1994, selling, general and
administrative expenses were $133.8 million, or 16.4% of sales, compared to
$129.1 million, or 15.7% of sales, for the thirty-nine weeks ended May 2,
1993. The increase of $4.7 million for the comparable thirty-nine week
periods is primarily the result of increased occupancy costs and other
expenses related to stores opened, acquired or remodeled, and an increase in
insurance reserves and advertising expenses, offset by reduced operating
costs due to store closings during the last twelve months. The increases as
a percentage of sales for the comparable thirteen and thirty-nine week
periods are attributable to operating costs of comparable stores declining at
a lesser rate than the rate of sales decline in those stores.
Depreciation and Amortization. The Company's depreciation and
amortization expenses were $6.1 million for the quarter ended May 1, 1994
compared to $5.7 million for the quarter ended May 2, 1993. For the
thirty-nine weeks ended May 1, 1994 depreciation and amortization was $18.2
million compared to $16.4 million for the thirty-nine weeks ended May 2,
1993. The increase in depreciation and amortization is primarily
attributable to new stores and major remodels.
Store Closing and Other Costs. As discussed in Footnote 4 to the
condensed financial statements, during its first fiscal quarter the Company
recorded a non-recurring charge of $11.0 million. This charge included $1.9
million of costs associated with unsuccessful financing activities, $4.2
million of favorable lease interests written off in connection with the
closing of twelve underperforming stores, $4.0 million representing an
adjustment to the expected lease liability on closed stores, net of sublease
income, and $.9 million of other store closing and related expenses.
Interest Expense. The Company's net interest expense for the
thirty-nine weeks ended May 1, 1994 was $33.8 million and $33.1 million for
the thirty-nine weeks ended May 2, 1993. The increase in interest expense
was primarily attributable to higher average outstanding working capital and
capital improvement loan balances and increases in capital leases offset
slightly by lower interest rates and decreased interest hedge costs.
Income Taxes. As discussed in Footnote 3 to the condensed financial
statements, Financial Accounting Standards Board Statement No. 109 (SFAS 109)
was adopted by the Company as of August 2, 1993; however, the adoption of
SFAS 109 had no impact on the financial statements of the Company.
Financial Condition
The Company's Bank Credit Agreement provides for a revolving credit
facility with individual sublimits of $30 million for working capital loans,
$25 million for letters of credit and $13.7 million for capital improvement
loans, with a maximum of $60 million outstanding under the total facility at
any one time. As of May 1, 1994, the Company had $26.9 million borrowed
under the working capital line, $13.7 million in capital improvement loans,
and $18.2 million of letters of credit outstanding. This year, because of
its reduced working capital availability, the Company had to fund its
seasonal inventory build-up during the second and third quarters by divesting
of its profitable investment in forward buy inventories. Additionally, Green
Equity Investors, L.P., the Company's majority shareholder, loaned the
Company $2 million in February to improve the Company's liquidity.
Management believes that the reduction of the Company's investment in forward
buy inventory reduced gross profit by approximately $1.5 million in the
second quarter, approximately $2.4 million in the third quarter, and will
reduce gross profit by between $2.0 million and $2.5 million in each quarter
until this investment can be restored. Additionally, the Company has focused
on improving its cash position by managing working capital as evidenced by an
improvement in net cash provided by operating activities of $17.0 million for
the thirty-nine weeks ended May 1, 1994 compared to the thirty-nine week
period ended May 2, 1993.
As previously disclosed, the Company has been exploring alternatives for
refinancing approximately $30 million of new store costs (land, building and
equipment) that has been advanced through, and therefore significantly
restricted the ongoing availability of, its revolving credit facility. The
Company believes that a significant deleveraging of its balance sheet is
necessary to restore its short-term liquidity and provide it with additional
capital to re-establish its forward buy program and implement its business
plan, which includes opening four to six new stores a year. Therefore, on
May 11, 1994, the Company executed an engagement letter with Donaldson,
Lufkin & Jenrette Securities Corporation ("DLJ"), pursuant to which DLJ is
acting as financial advisor to the Company in connection with a proposed
capital restructuring. On May 12, 1994, the Company met with certain of its
bondholders and proposed a restructuring of the capital structure of the
Company pursuant to which the maturity of the Senior Floating Rate Notes
would be extended from 1996 to 2004; the maturity of the Senior Fixed Rate
Notes would be extended from 1999 to 2004 and the interest rate would be
reduced from 12 3/8% to 9%; and the Company's outstanding indebtedness
represented by the Subordinated Debentures would be exchanged for
approximately 84.6% of the outstanding common stock of the Company.
Additionally, it was proposed that the interest payments due in August 1994
on these debt instruments be added to the principal amount of the
corresponding indebtedness in lieu of cash payments. One existing share-
holder, Green Equity Investors, L.P., would invest an additional $10 million
in cash in exchange for approximately 15.4% of the outstanding common stock
of the Company. The holders of the existing preferred and common stock of
the Company, in exchange for their interest, would receive a warrant to
acquire an aggregate of 5% (on a fully diluted basis) of the common stock of
the Company under certain circumstances. Under the proposal, other existing
obligations of the Company, including trade debt, mortgage debt and
capitalized lease obligations, would be unaffected. The bondholders have
moved quickly to form a single committee of representatives of each of the
tranches of debt, and have engaged financial advisors and legal counsel to
assist in negotiations with the Company.
The Company believes that it has always maintained an open relationship
with its suppliers and that a key to this has been its willingness to
inform the trade of its operating performance and financial condition on an
ongoing basis. Management of the Company has met with a committee of credit
directors representing the trade, and believes that it has been responsive in
answering questions and addressing concerns regarding the Company's financial
condition. The Company, the bondholders and the financial advisors to the
bondholder committee have emphasized that the Company's suppliers will be
unaffected by its recapitalization. Management expects that credit terms
will remain substantially consistent with past practices during the period of
time it takes to complete the recapitalization; however, if credit with its
major suppliers is curtailed, the Company's liquidity would decrease.
The Company's capital expenditures totalled $12.8 million for the
thirty-nine weeks ended May 1, 1994, the majority of which was funded through
funds generated from operations, borrowings under the working capital line
and through capitalized store equipment leases. During this period the
Company completed one major remodel of an existing store and continued
construction of two new stores begun last summer. One of these stores opened
in early February and the second opened in May. The Company has previously
reported that it will not commence any further new store construction pending
completion of the recapitalization, but it is continuing its maintenance
capital program. In the near term, the Company believes that a reduction or
postponement of its new store program would not substantially impact current
operations. In the long term, if this program was substantially reduced,
management believes that the Company's operations and ultimately its cash
flow would be adversely impacted.
Due to the non-recurring charges incurred during the first quarter as
well as its operating performance, at the end of the third quarter the
Company had breached several financial covenants under its Bank Credit
Agreement. The Company has received all necessary waivers from the banks.
However, certain of the covenants will require revision in order that the
Company be able to comply on an ongoing basis; and it is anticipated that
appropriate revisions will be negotiated in connection with the
recapitalization.
The Company has entered into a series of interest rate hedging
transactions to reduce its exposure to increases in short-term interest rates
on the majority of its floating rate debt. These transactions include swaps
and collars and extend through August 1994. The Company estimates the cost
to liquidate these contacts would be approximately $0.9 million at May 1,
1994.
Effects of Inflation
The Company's primary costs, inventory and labor, are affected by a
number of factors that are beyond its control, including availability and
price of merchandise, the competitive climate and general and regional
economic conditions. As is typical of the supermarket industry, the Company
has generally been able to maintain margins by adjusting its retail prices,
but competitive conditions may from time to time render it unable to do so
while maintaining its market share.
Part II - Other Information
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 6. Exhibits and Reports on Form 8-K.
(A) Exhibits:
Exhibit No. Description
4.1(a) Indenture entered into between the Company and First
Florida Bank, N.A., relating to the $105 million 14%
Subordinated Debentures due February 1, 2001, dated as of
February 8, 1989 (previously filed as Exhibit 4.2(a) to
the Company's Annual Report on Form 10-K for the period
ended July 30, 1989, which exhibit is hereby incorporated
by reference).
4.1(b) Agreement of Resignation, Appointment and Acceptance
dated as of April 11, 1994, by and among the Company,
Barnett Bank of Tampa (as successor in interest to First
Florida Bank, N.A.), as resigning Trustee, and The Bank
of New York, as successor Trustee.
4.2 Piggyback Registration Rights Agreement between the
Company and Merrill Lynch, Pierce, Fenner & Smith
Incorporated dated February 8, 1989 (previously filed as
Exhibit 4.5 to the Company's Annual Report on Form 10-K
for the period ended July 30, 1989, which exhibit is
hereby incorporated by reference).
4.3 Indenture entered into between the Company and NCNB
National Bank of Florida, as Trustee, relating to the $85
million Senior Floating Rate Notes due August 2, 1996,
dated as of September 14, 1989 (previously filed as
Exhibit 4.6(a) to the Company's Annual Report on Form
10-K for the period ended July 30, 1989, which exhibit is
hereby incorporated by reference).
4.4(a) Indenture entered into between the Company and AmeriTrust
Texas, N.A., as Trustee, relating to the $50 Million
Senior Notes due 1999 dated as of January 29, 1992
(previously filed as Exhibit 4.1 to the Company's
Quarterly Report on Form 10-Q for the period ended
February 2, 1992, which exhibit is hereby incorporated by
reference).
Exhibit No. Description
4.4(b) Registration Rights Agreement dated as of January 29,
1992, between the Company and the purchasers of the
Senior Notes due 1999 (previously filed as Exhibit 28.1
to the Company's Quarterly Report on Form 10-Q for the
period ended February 2, 1992, which exhibit is hereby
incorporated by reference).
4.4(c) Indenture Amendment No. 1 entered into between the
Company and AmeriTrust Texas, N.A., as Trustee, relating
to the Series B Senior Notes due 1999 dated as of July 2,
1992 (previously filed as Exhibit 4.7(c) to the Company's
Amendment No. 3 to Registration Statement on Form S-1,
Registration No. 33-47324, which exhibit is hereby
incorporated by reference).
10.1(a) Amended and Restated Credit Agreement dated as of
September 14, 1989, among the Company, certain lenders,
and Security Pacific National Bank, as Agent (previously
filed as Exhibit 10.4(g) to the Company's Annual Report
on Form 10-K for the period ended July 30, 1989, which
exhibit is hereby incorporated by reference).
10.1(a)(i) Agreement to Amend and Restate the Credit Agreement,
dated as of October 12, 1988 among the Company, certain
senior lenders, and Security Pacific National Bank, as
Agent, dated as of September 14, 1989, among the Company,
certain senior lenders and Security Pacific National
Bank, as Agent (previously filed as Exhibit 10.1(a)(i) to
the Company's Registration Statement on Form S-1,
Registration No. 33-65070, which exhibit is hereby
incorporated by reference).
10.1(a)(ii) Assignment and Acceptance Agreement among the Company,
Security Pacific National Bank, and California Federal
Bank, dated as of September 14, 1989 (previously filed as
Exhibit 10.1(a)(ii) to the Company's Registration
Statement on Form S-1, Registration No. 33-65070, which
exhibit is hereby incorporated by reference).
10.1(b) First Amendment to Amended and Restated Credit Agreement
and Limited Waiver among the Company, certain lenders,
and Security Pacific National Bank, as Agent, dated
December 28, 1989 (previously filed as Exhibit 10.4(h) to
the Company's Annual Report on Form 10-K for the period
ended July 29, 1990, which exhibit is hereby incorporated
by reference).
10.1(c) Second Amendment to Amended and Restated Credit Agreement
among the Company, certain lenders, and Security Pacific
National Bank, as Agent, dated as of July 10, 1990
(previously filed as Exhibit 10.4(i) to the Company's
Annual Report on Form 10-K for the period ended July 29,
1990, which exhibit is hereby incorporated by reference).
Exhibit No. Description
10.1(d) Third Amendment to Amended and Restated Credit Agreement
dated as of November 27, 1990, among the Company, certain
lenders, and Security Pacific National Bank, as Agent
(previously filed as Exhibit 28.1 to the Company's
Quarterly Report on Form 10-Q for the period ended April
28, 1991, which exhibit is hereby incorporated by
reference).
10.1(e) Fourth Amendment to Amended and Restated Credit Agreement
and Limited Waiver among the Company, certain senior
lenders, and Security Pacific National Bank, as Agent,
dated as of November 25, 1991 (previously filed as
Exhibit 28.1 to the Company's Quarterly Report on Form
10-Q for the period ended November 3, 1991, which exhibit
is hereby incorporated by reference).
10.1(f) Fifth Amendment to Amended and Restated Credit Agreement
and Limited Waiver and Instruction dated as of January
29, 1992, among the Company, certain lenders, and
Security Pacific National Bank (previously filed as
Exhibit 28.2 to the Company's Quarterly Report on Form
10-Q for the period ended February 2, 1992, which exhibit
is hereby incorporated by reference).
10.1(g) Sixth Amendment to Credit Agreement dated as of January
4, 1993, among the Company, certain lenders, and Bank of
America National Trust and Savings Association, as
successor by merger to Security Pacific National Bank, as
Agent (previously filed as Exhibit 10.1(g) to the
Company's Registration Statement on Form S-1,
Registration No. 33-65070, which exhibit is hereby
incorporated by reference).
10.1(h) Limited Waiver dated as of July 1, 1993, among the
Company, certain lenders, and Bank of America National
Trust and Savings Association, as successor by merger to
Security Pacific National Bank, as Agent (previously
filed as Exhibit 10.1(i) to the Company's Registration
Statement on Form S-1, Registration No. 33-65070, which
exhibit is hereby incorporated by reference).
10.1(i) Limited Waiver dated as of September 22, 1993, among the
Company, certain lenders, and Bank of America National
Trust and Savings Association, as successor by merger to
Security Pacific National Bank, as Agent.
10.1(j) Limited Waiver dated as of December 15, 1993, among the
Company, certain lenders, and Bank of America National
Trust and Savings Association, as successor by merger to
Security Pacific National Bank, as Agent (previously
filed as Exhibit 10.1(i) to the Company's Quarterly
Report on Form 10-Q for the period ended January 30,
1994, which exhibit is hereby incorporated by reference).
Exhibit No. Description
10.1(k) Seventh Amendment to Credit Agreement dated as of
February 1, 1994, among the Company, certain lenders, and
Bank of America National Trust and Savings Association,
as successor by merger to Security Pacific National Bank,
as Agent.
10.1(l) Limited Waiver dated as of March 11, 1994, among the
Company, certain lenders, and Bank of America National
Trust and Savings Association, as successor by merger to
Security Pacific National Bank, as Agent.
10.1(m) Eighth Amendment to Credit Agreement dated as of April
12, 1994, among the Company, certain lenders, and Bank of
America National Trust and Savings Association, as
successor by merger to Security Pacific National Bank, as
Agent.
10.2 Form of Indemnity Agreement between the Company and its
directors and certain of its officers (previously filed
as Exhibit 10.3 to the Company's Registration Statement
on Form S-1, Registration No. 33-25621, which exhibit is
hereby incorporated by reference).
10.3(a) Restated 1988 Management Stock Option Plan (effective for
the Plan Years beginning on and after July 30, 1990)
(previously filed as Exhibit 10.3(a) to the Company's
Annual Report on Form 10-K for the period ended July 28,
1991, which exhibit is hereby incorporated by reference).
10.3(b) Form of Management Stock Option Agreement to be entered
into between the Company and certain key employees with
respect to options granted for Plan Years beginning on
and after July 30, 1990 (previously filed as Exhibit
10.3(b) to the Company's Annual Report on Form 10-K for
the period ended July 28, 1991, which exhibit is hereby
incorporated by reference).
10.3(c) Form of Amendment to the Management Stock Option
Agreement under the 1988 Restated Management Stock Option
Plan dated as of June 19, 1992, entered into between the
Company and the holder of each outstanding option granted
under the Restated 1988 Management Stock Option Plan
(previously filed as Exhibit 10.3(c) to the Company's
Annual Report on Form 10-K for the period ended August 2,
1992, which exhibit is hereby incorporated by reference).
10.3(d) Form of Second Amendment to Stock Option Agreement dated
December 1988 under Restated 1988 Management Stock Option
Plan, dated as of December 9, 1993, entered into by and
between the Company and the holder of each outstanding
option granted under the Restated 1988 Management Stock
Option Plan for the Plan Year ended July 31, 1989
(previously filed as Exhibit 10.3(d) to the Company's
Quarterly Report on Form 10-Q for the period ended
January 30, 1994, which exhibit is hereby incorporated by
reference).
Exhibit No. Description
10.3(e) Form of Restricted Stock Agreement to be entered into
between the Company and certain key employees with
respect to stock issued pursuant to options granted under
the Restated 1988 Management Stock Option Plan
(previously filed as Exhibit 10.3(d) to the Company's
Registration Statement on Form S-1, Registration No.
33-65070, which exhibit is hereby incorporated by
reference).
10.4(a) 1991 Management Stock Option Plan (previously filed as
Exhibit 28.2(a) to the Company's Quarterly Report on Form
10-Q for the period ended November 3, 1991, which exhibit
is hereby incorporated by reference).
10.4(b) Form of Stock Option Agreement entered into between the
Company and certain key employees with respect to the
options granted pursuant to the 1991 Management Stock
Option Plan (previously filed as Exhibit 28.2(b) to the
Company's Quarterly Report on Form 10-Q for the period
ended November 3, 1991, which exhibit is hereby
incorporated by reference).
10.4(c) Form of Restricted Stock Agreement to be entered into
among the Company, Green Equity Investors, L.P. ("GEI")
and certain key employees with respect to stock issued
pursuant to options granted pursuant to the 1991
Management Stock Option Plan (previously filed as Exhibit
28.2(c) to the Company's Quarterly Report on Form 10-Q
for the period ended November 3, 1991, which exhibit is
hereby incorporated by reference).
10.5 Amended and Restated Kash n' Karry Retirement Estates and
Trust dated October 14, 1993, effective as of January 1,
1992 (previously filed as Exhibit 10.5 to the Company's
Annual Report on Form 10-K for the period ended August 1,
1993, which exhibit is hereby incorporated by reference).
10.6 Key Employee Stock Purchase Plan (previously filed as
Exhibit 10.6 to the Company's Registration Statement on
Form S-1, Registration No. 33-25621, which exhibit is
hereby incorporated by reference).
10.7 Deferred Compensation Agreement dated October 12, 1988,
between the Company and Ronald J. Floto (previously filed
as Exhibit 10.7 to the Company's Registration Statement
on Form S-1, Registration No. 33-25621, which exhibit is
hereby incorporated by reference).
10.8 Trademark License Agreement dated as of October 12, 1988,
between the Company and Lucky Stores, Inc. (previously
filed as Exhibit 10.11 to the Company's Registration
Statement on Form S-1, Registration No. 33-25621, which
exhibit is hereby incorporated by reference).
Exhibit No. Description
10.9 Warrant Agreement dated as of October 12, 1988, between
the Company and Lucky Stores, Inc. (previously filed as
Exhibit 10.15 to the Company's Registration Statement on
Form S-1, Registration No. 33-25621, which exhibit is
hereby incorporated by reference).
10.10 Management Bonus Plan (previously filed as Exhibit 10.16
to the Company's Registration Statement on Form S-1,
Registration No. 33-25621, which exhibit is hereby
incorporated by reference).
10.11(a) Mortgage, Fixture Filing, Security Agreement and
Assignment of Rents between the Company, as Mortgagor,
and Sun Life Insurance Co. of America ("Sun Life"), dated
as of September 7, 1989 (previously filed as Exhibit
28.1(a) to the Company's Quarterly Report on Form 10-Q
for the period ended October 29, 1989, which exhibit is
hereby incorporated by reference).
10.11(b) Assignment of Rents and Leases and Other Income between
the Company and Sun Life dated as of September 7, 1989
(previously filed as Exhibit 28.1(b) to the Company's
Quarterly Report on Form 10-Q for the period ended
October 29, 1989, which exhibit is hereby incorporated by
reference).
10.11(c) Fixture Financing Statement between the Company and Sun
Life filed with the Clerk of Hillsborough County,
Florida, on September 11, 1989 (previously filed as
Exhibit 28.1(c) to the Company's Quarterly Report on Form
10-Q for the period ended October 29, 1989, which exhibit
is hereby incorporated by reference).
10.11(d) Partial Release of Mortgage executed by Security Pacific
National Bank as of September 7, 1989 (previously filed
as Exhibit 28.1(d) to the Company's Quarterly Report on
Form 10-Q for the period ended October 29, 1989, which
exhibit is hereby incorporated by reference).
10.12(a) Mortgage between the Company, as Mortgagor, and Ausa Life
Insurance Company ("Ausa"), as Mortgagee, dated as of
November 21, 1989 (previously filed as Exhibit 28.2(a) to
the Company's Quarterly Report on Form 10-Q for the
period ended October 29, 1989, which exhibit is hereby
incorporated by reference).
10.12(b) Conditional Assignment of Leases, Rents and Contracts
between the Company and Ausa dated as of November 21,
1989 (previously filed as Exhibit 28.2(b) to the
Company's Quarterly Report on Form 10-Q for the period
ended October 29, 1989, which exhibit is hereby
incorporated by reference).
Exhibit No. Description
10.12(c) Financing Statement between the Company and Ausa filed
with the Clerk of Hillsborough County, Florida, on
November 22, 1989 (previously filed as Exhibit 28.2(c) to
the Company's Quarterly Report on Form 10-Q for the
period ended October 29, 1989, which exhibit is hereby
incorporated by reference).
10.13(a) Form of Deferred Compensation Agreement dated as of
December 21, 1989, between the Company and key employees
and a select group of management (KESP) (previously filed
as Exhibit 28.3(a) to the Company's Quarterly Report on
Form 10-Q for the period ended January 28, 1990, which
exhibit is hereby incorporated by reference).
10.13(b) Form of Deferred Compensation Agreement dated as of
December 21, 1989, between the Company and Ronald J.
Floto (KESP) (previously filed as Exhibit 28.3(b) to the
Company's Quarterly Report on Form 10-Q for the period
ended January 28, 1990, which exhibit is hereby
incorporated by reference).
10.13(c) Master First Amendment to Deferred Compensation
Agreements, dated as of November 11, 1991, between the
Company and the key employees party thereto (previously
filed as Exhibit 28.3 to the Company's Quarterly Report
on Form 10-Q for the period ended November 3, 1991, which
exhibit is hereby incorporated by reference).
10.13(d) Master Second Amendment to Deferred Compensation
Agreements, dated as of December 30, 1993, between the
Company and the key employees party thereto (previously
filed as Exhibit 10.13(d) to the Company's Quarterly
Report on Form 10-Q for the period ended January 30,
1994, which exhibit is hereby incorporated by reference).
10.14(a) Stockholders Agreement dated as of November 26, 1991,
among The Fulcrum III Limited Partnership and The Second
Fulcrum III Limited Partnership (collectively, the
"Fulcrum Partnership"), GEI and the Company (previously
filed as Exhibit 28.2 to the Company's Current Report on
Form 8-K dated November 26, 1991, which exhibit is hereby
incorporated by reference).
10.14(b) Stock Purchase Agreement dated as of November 15, 1991,
among the Company, GEI and the Fulcrum Partnerships
(previously filed as Exhibit 10.15(b) to the Company's
Registration Statement on Form S-1, Registration No.
33-65070, which exhibit is hereby incorporated by
reference).
10.15 Stockholders Agreement dated as of June 19, 1992, between
the Company, GEI and certain employee-stockholders
(previously filed as Exhibit 10.17 to the Company's
Annual Report on Form 10-K for the period ended August 2,
1992, which exhibit is hereby incorporated by reference).
Exhibit No. Description
10.16 Stockholders Agreement dated as of May 3, 1993, between
the Company, GEI and certain employee-stockholders
(previously filed as Exhibit 10.17 to the Company's
Registration Statement on Form S-1, Registration No.
33-65070, which exhibit is hereby incorporated by
reference).
10.17 Leave Agreement dated as of November 30, 1992, between
the Company and Thomas A. Whipple (previously filed as
Exhibit 10.18 to the Company's Registration Statement on
Form S-1, Registration No. 33-65070, which exhibit is
hereby incorporated by reference).
10.18 Ronald J. Floto Severance Pay Agreement dated as of
February 9, 1994, by and between the Company and Ronald
J. Floto (previously filed as Exhibit 10.18 to the
Company's Quarterly Report on Form 10-Q for the period
ended January 30, 1994, which exhibit is hereby
incorporated by reference).
10.19 Form of Senior Management Severance Pay Agreement dated
as of February 9, 1994, by and between the Company and
the key employees party thereto (previously filed as
Exhibit 10.19 to the Company's Quarterly Report on Form
10-Q for the period ended January 30, 1994, which exhibit
is hereby incorporated by reference).
10.20(a) Note and Warrant Purchase Agreement dated as of February
1, 1994, by and between the Company and GEI.
10.20(b) Stock Purchase Warrants dated as of February 2, 1994,
issued by the Company to GEI.
(b) Reports on Form 8-K:
On a Form 8-K dated May 12, 1994, the Company reported on its engagement
of Donaldson, Lufkin & Jenrette Securities Corporation as financial
advisor in connection with a proposed capital restructuring.
SIGNATURES
Pursuant to the requirements 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.
KASH N' KARRY FOOD STORES, INC.
Date: June 15, 1994 /s/ Raymond P. Springer
-------------------------------
Raymond P. Springer
Executive Vice President,
Administration
Date: June 15, 1994 /s/ Richard D. Coleman
-------------------------------
Richard D. Coleman
Vice President, Controller
and Secretary