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 October 30, 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 December 9, 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
October 30, July 31,
1994 1994
----------- ---------
Current assets: (Unaudited)
Cash and cash equivalents $ 12,622 $ 6,852
Accounts receivable 6,439 8,084
Inventories 74,171 76,094
Prepaid expenses and other current assets 2,542 12,805
--------- ---------
Total current assets 95,774 103,835
Property and equipment, at cost, less
accumulated depreciation 165,779 160,491
Favorable lease interests, less accumulated
amortization of $13,969 and $13,543 11,886 12,312
Deferred financing costs, less accumulated
amortization of $23,259 and $22,572 13,695 12,630
Excess of cost over net assets acquired, less
accumulated amortization of $16,996 and $16,288 96,050 96,758
Other assets 3,848 3,867
--------- ---------
Total assets $387,032 $389,893
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current portion of long-term debt $ 40,852 $ 42,740
Accounts payable 37,729 34,908
Accrued payroll and benefits 7,017 5,579
Accrued interest 22,906 15,849
Taxes, other than income 6,895 6,056
Other accrued expenses 13,512 11,450
--------- ---------
Total current liabilities 128,911 116,582
Long-term debt, less current obligations 312,327 317,381
Other long-term liabilities 10,917 12,334
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 (147,459) (138,740)
Less cost of treasury stock - 2,437 shares (37) (37)
--------- ---------
Total stockholders' deficit (69,773) (61,054)
--------- ---------
Total liabilities and stockholders' deficit $387,032 $389,893
========= =========
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
October 30, 1994 October 31, 1993
-------------------- --------------------
Sales $240,147 $256,635
Cost of sales 191,732 204,209
--------- ---------
Gross profit 48,415 52,426
Selling, general and
administrative expenses 40,500 44,828
Depreciation and amortization 6,074 5,891
Store closing and other costs -- 11,016
--------- ---------
Operating income (loss) 1,841 (9,309)
Interest expense 10,560 11,141
--------- ---------
Net loss (8,719) (20,450)
Undeclared dividends on Preferred Stock 116 116
--------- ---------
Loss attributable to Common Stock $ (8,835) $(20,566)
========= =========
See accompanying notes to condensed financial statements.
KASH N' KARRY FOOD STORES, INC.
STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
Thirteen Thirteen
Weeks Ended Weeks Ended
October 30, 1994 October 31, 1993
---------------- ----------------
Net cash flow from operating activities:
Net loss $ (8,719) $(20,450)
Adjustments to reconcile net loss to net
cash provided (used) by operating
activities:
Depreciation and amortization, excluding
deferred financing costs 6,074 5,891
Store closing and other costs -- 11,016
Amortization of deferred financing costs 687 718
(Increase) decrease in assets:
Accounts receivable 1,645 1,952
Inventories 1,923 (6,931)
Prepaid expenses and other assets 295 1,679
Increase (decrease) in liabilities:
Accounts payable 2,821 5,402
Accrued expenses and other liabilities 9,978 (4,324)
--------- ---------
Net cash provided (used) by
operating activities 14,704 (5,047)
--------- ---------
Cash used by investing activities:
Additions to property and equipment (229) (3,016)
Leased/financed asset additions -- (3,613)
--------- ---------
Net cash used by investing
activities (229) (6,629)
--------- ---------
Cash provided (used) by financing activities:
Borrowings under revolving loan facility 800 15,700
Additions to obligations under
capital leases and notes payable -- 713
Repayments on revolving loan facility (4,500) (2,400)
Repayments on term loan facility (1,463) (1,462)
Repayments of other long-term liabilities (1,790) (1,782)
Other financing activities (1,752) (113)
--------- ---------
Net cash provided (used) by
financing activities (8,705) 10,656
--------- ---------
Net increase (decrease) in cash
and cash equivalents 5,770 (1,020)
Cash and cash equivalents at beginning of period 6,852 2,145
--------- ---------
Cash and cash equivalents at end of period $ 12,622 $ 1,125
========= =========
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 1994 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 thirteen weeks may not be indicative of the
results that may be expected for the fiscal year ending July 30, 1995.
2. On September 3, 1994, the Company began to solicit acceptances of all
impaired parties of a restructuring of the Company which would be implemented
through the consummation of a "prepackaged" plan of reorganization under
Chapter 11 of the United States Bankruptcy Code (the "Plan"). As a result of
this solicitation, the voting requirements prescribed by Section 1126 of the
Bankruptcy Code were satisfied, and on November 9, 1994 the Company filed
with the Bankruptcy Court a voluntary petition for reorganization under
Chapter 11 of the Bankruptcy Code. On December 12, 1994, the Bankruptcy
Court confirmed the Plan, and the Company is scheduled to emerge from
bankruptcy on or about December 27, 1994. During the pendency of the
bankruptcy case, the Company is, with the Bankruptcy Court's approval,
operating its business in the ordinary course, and is paying all pre-petition
and post-petition claims of the Company's general unsecured creditors, trade
creditors and employees in full. The Plan also provides that:
(i) Each $1,000 principal amount of the Company's Old Senior Floating
Rate Notes will be exchanged for (a) new Senior Floating Rate Notes due
February 1, 2003 (the "New Senior Floating Rate Notes") in an original
principal amount equal to $1,000 plus 100% of the accrued interest under the
Old Senior Floating Rate Notes from and including February 3, 1994, through
but not including the petition date, or, at such holder's election, (b) new
11.5% Senior Fixed Rate Notes due February 1, 2003 (the "New Senior Fixed
Rate Notes") in the same original principal amount, or, at such holder's
election, (c) an amount of New Senior Floating Rate Notes and an amount of
New Senior Fixed Rate Notes equal, in the aggregate, to 100% of such claim.
(ii) Each $1,000 principal amount of the Company's Old Senior Fixed
Rate Notes will be exchanged for (a) New Senior Floating Rate Notes in an
original principal amount equal to $1,000 plus 100% of the accrued interest
under the Old Senior Fixed Rate Notes from and including February 2, 1994,
through but not including the petition date, or, at such holder's election,
(b) New Senior Fixed Rate Notes in the same original principal amount, or, at
such holder's election, (c) an amount of New Senior Floating Rate Notes and
an amount of New Senior Fixed Rate Notes equal, in the aggregate, to 100% of
such claim.
KASH N' KARRY FOOD STORES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(In Thousands)
(Unaudited)
(iii) the Old Subordinated Debentures will be exchanged for
newly-issued common stock of the Company representing 85 percent of the
common stock to be outstanding on the effective date of the Plan (the
"Effective Date");
(iv) Green Equity Investors, L.P., will invest $10 million cash in
exchange for newly-issued common stock of the Company representing 15 percent
of the common stock to be outstanding on the Effective Date;
(v) the Company will enter into a new bank credit agreement with The
CIT Group/Business Credit, Inc., and the lenders under its existing bank
credit agreement, pursuant to which the Company will have credit availability
from and after the Effective Date on the terms set forth therein; and
(vi) all of the existing preferred stock, common stock, and options and
warrants to purchase common stock of the Company will be extinguished.
3. 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.
4. The Company had a policy of classifying capital expenditures to be
refinanced within one year as prepaid expenses and other current assets.
Under the provisions of the new bank agreement currently under negotiation,
the Company will be significantly restricted from incurring additional
capital lease obligations, and any proceeds from refinancing will not be
available for operating purposes. Therefore, these amounts have been
classified as property, plant, and equipment in the accompanying condensed
financial statements as of October 30, 1994. At July 31, 1994, prepaid
expenses and other current assets included $9,987 of expenditures for
construction in progress expected to be financed.
5. The Company has a retiree medical plan under which medical coverage is
available to current retirees and those active employees who, on August 1,
1993, had attained age 65 with at least 15 years of service. In accordance
with AICPA Statement of Position 90-7 "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code," which the Company will adopt on
the Effective Date of the Plan, the provisions of Financial Accounting
Standards Board Statement 106 ("SFAS 106") will also be adopted as of that
date. The Company estimates that the expected postretirement benefit
obligation will be approximately $2.0 million.
6. During the first quarter of fiscal 1994, the Company recorded a
non-recurring charge of $11,016 which reflects expenses associated with a
program of closing twelve underperforming stores and expensing costs
associated with unsuccessful financing activities.
7. Cumulative undeclared dividends on Preferred Stock are $2,678 from
October 12, 1988 through October 30, 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 October
30, 1994 was $7.9 million versus $7.6 million for the quarter ended October
31, 1993. The increase in operating cash flow was attributed to the factors
indicated below.
Sales.
Thirteen Weeks
1994 1993
-------- -----
Sales (in millions) $240.1 $256.6
Change in same store sales 0.34%
Average sales per
store week (in thousands) $186 $172
The Company closed seventeen stores and opened two new stores over the
last year as part of an overall strategic consolidation 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;
therefore, there was not a substantial adverse impact on the Company's
operating cash flow.
Gross Profit. The Company had gross profit of $48.4 million, or 20.2%
as a percentage of sales, for the thirteen weeks ended October 30, 1994; and
gross profit of $52.4 million, or 20.4% of sales, for the thirteen weeks
ended October 31, 1993. The decrease in gross margin as a percentage of
sales was due to the effect of lower investment in forward buy inventory and
lower promotional funds, offset by improved perishable margins and increased
efficiency in warehouse and distribution operations.
Selling, General and Administrative Expenses. The Company had selling,
general and administrative expenses of $40.5 million, or 16.9% as a
percentage of sales, for the thirteen weeks ended October 30, 1994 and $44.8
million, or 17.5% as a percentage of sales, for the thirteen weeks ended
October 31, 1993. The reduction of selling, general and administrative
expenses was due to lower store labor costs, reduced corporate overhead
expenses and lower advertising expenditures associated with a comprehensive
operational restructuring of the Company initiated during the quarter; and
reduced operating costs associated with store closings during the last twelve
months. These improvements were partially offset by an increase in workers'
compensation insurance reserves.
KASH N' KARRY FOOD STORES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Depreciation and Amortization. The Company's depreciation and
amortization expenses were $6.1 million for the quarter ended October 30,
1994 compared to $5.9 million for the quarter ended October 31, 1993. The
increase is primarily attributable to new stores and major remodels,
partially offset by the retirement of assets of stores closed.
Store Closing and Other Costs. During the first quarter of fiscal 1994,
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 thirteen
weeks ended October 30, 1994 was $10.6 million and $11.1 million for the
thirteen weeks ended October 31, 1993. The decrease in interest expense was
primarily attributable to decreased interest hedge costs offset partially by
higher interest expense on floating rate debt.
Financial Condition
On November 9, 1994, the Company filed with the Bankruptcy Court a
voluntary petition for reorganization under Chapter 11 of the Bankruptcy
Code; on December 12, 1994, the Bankruptcy Court confirmed the Company's Plan
of Reorganization (the "Plan"); and the effective date of the Plan is
scheduled on or about December 27, 1994. During the pendency of the
bankruptcy case, the Company is, with the Bankruptcy Court's approval,
operating its business in the ordinary course, and is paying all pre-petition
and post-petition claims of the Company's general unsecured creditors, trade
creditors, and employees in full. The provisions of the Plan, which are
discussed in Footnote 2 to the accompanying condensed financial statements,
will have an immediate beneficial impact on the Company's financial
condition, primarily as a result of significantly deleveraging the Company's
balance sheet.
Prior to November 9, 1994, the Company's Bank Credit Agreement provided
for a revolving credit facility with individual sublimits of $30.0 million
for working capital loans and $25.0 million for letters of credit, with a
maximum of $50.0 million outstanding under the total facility at any one
time. As of October 30, 1994, the Company had $25.0 million borrowed under
the working capital line and $16.7 million of letters of credit outstanding.
During the weeks preceding the bankruptcy filing, the Company, with the
approval of its existing bank lenders, increased its cash position by fully
drawing the remaining availability under its working capital line. On
November 9, 1994, the Bankruptcy Court approved the use of cash collateral
and a letter of credit facility of $17.7 million under the existing Bank
Credit Agreement, and additional debtor-in-possession financing provided by
BankAmerica Business Credit, Inc. of $11.2 million, subject to certain terms
and conditions. The Company has received commitments from CIT Group/Business
Credit Inc. and its existing bank lenders to provide a new 3-year $35 million
term loan facility and a new 3-year $50 million revolving credit facility
upon the Company's emergence from bankruptcy on the effective date.
Beginning August 1, 1994, the Company implemented a new business
strategy to improve the Company's financial performance. The focus of this
strategy is to conserve capital, reduce administrative and operating
expenses, and direct management attention toward the operation of existing
stores. During the first quarter of fiscal 1995 the Company has
significantly improved its liquidity by instituting a payment moratorium on
interest due on the Senior Fixed Rate Notes, Senior Floating Rate Notes, and
Subordinated Debentures; managing working capital; and reducing operating
expenses and capital expenditures. These actions have allowed the Company to
begin investing in forward buy inventory again.
Consistent with its new business strategy, the Company does not
anticipate opening or acquiring any new stores during the current fiscal
year, but expects that capital expenditures of approximately $7.4 million
will be used to upgrade its existing store facilities.
The Company has entered into interest rate hedging transactions to
reduce its exposure to increases in short-term interest rates on the majority
of its floating rate debt which extend through August 1995. The Company does
not believe that there would be any material impact on the accompanying
condensed financial statements as of October 30, 1994 by liquidating these
contracts.
Based upon the Company's ability to generate working capital through its
operations and the new $50.0 million bank revolving credit facility that will
be available upon its emergence from bankruptcy, the Company believes that it
has the financial resources necessary to pay its capital obligations and
implement its business plan.
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 1. Legal Proceedings.
On November 9, 1994, the Company filed with the United States District
Court for the District of Delaware (the "Bankruptcy Court") a voluntary
petition for reorganization pursuant to Chapter 11 of United States
Bankruptcy Code, styled In re: Kash n' Karry Food Stores, Inc., Chapter 11
Case No. 94-1082 (HSB). On December 12, 1994, the Bankruptcy Court entered
an order confirming the Company's First Amended Plan of Reorganization, as
amended by notices of technical modifications thereto filed with the
Bankruptcy Court on November 9, 1994, and December 12, 1994 (the "Plan").
The effective date on which the Plan will be consummated (the "Effective
Date") is anticipated to occur on or before December 27, 1994. During the
pendency of the bankruptcy case, the Company is, with the Bankruptcy Court's
approval, operating its business in the ordinary course, and is paying all
pre-petition and post-petition claims of the Company's general unsecured
creditors, trade creditors and employees in full.
Under the terms of the Plan, on the Effective Date, each of the
following transactions will occur:
(1) each $1,000 principal amount of the Company's $85 million Senior
Floating Rate Notes due August 2, 1996 (the "Old Senior Floating Rate Notes")
will be exchanged for (a) new Senior Floating Rate Notes due February 1, 2003
(the "New Senior Floating Rate Notes") in an original principal amount equal
to $1,000 plus 100% of the accrued interest under the Old Senior Floating
Rate Notes from and including February 3, 1994, through but not including the
petition date, or, at such holder's election, (b) new 11.5% Senior Fixed Rate
Notes due February 1, 2003 (the "New Senior Fixed Rate Notes") in the same
original principal amount, or, at such holder's election, (c) an amount of
New Senior Floating Rate Notes and an amount of New Senior Fixed Rate Notes
equal, in the aggregate, to 100% of such claim;
(2) each $1,000 principal amount of the Company's $50 million 12-3/8%
Senior Fixed Rate Notes due February 1, 1999 (the "Old Senior Fixed Rate
Notes") will be exchanged for (a) New Senior Floating Rate Notes in an
original principal amount equal to $1,000 plus 100% of the accrued interest
under the Old Senior Fixed Rate Notes from and including February 2, 1994,
through but not including the petition date, or, at such holder's election,
(b) New Senior Fixed Rate Notes in the same original principal amount, or, at
such holder's election, (c) an amount of New Senior Floating Rate Notes and
an amount of New Senior Fixed Rate Notes equal, in the aggregate, to 100% of
such claim;
(3) the Company's $105 million 14% Subordinated Debentures due February
1, 2001 (the "Old Subordinated Debentures") will be exchanged for
approximately 2,635,000 shares of newly-issued common stock of the Company,
representing in the aggregate 85 percent of the common stock to be
outstanding on the Effective Date;
(4) Green Equity Investors, L.P., will invest $10 million cash in
exchange for 465,000 shares of newly-issued common stock of the Company
representing 15 percent of the common stock to be outstanding on the
Effective Date;
(5) all of the existing preferred stock, common stock, and options and
warrants to purchase common stock of the Company will be extinguished;
(6) the Company will enter into a new bank credit agreement with
CIT Group/Business Credit, Inc., and the lenders under its existing bank
credit agreement, pursuant to which the Company will have credit availability
from and after the Effective Date on the terms set forth therein; and
(7) the rights of trade creditors and other creditors of the Company
will be unimpaired.
Except for the pending bankruptcy case, there are no material legal
proceedings to which the Company is a party or to which any of its property
is subject. The Company is a party to ordinary and routine litigation
incidental to its business.
Item 3. Defaults Upon Senior Securities.
The Company did not make interest payments due on August 1, 1994, and
August 2, 1994, respectively, under the Old Senior Fixed Rate Notes, the Old
Subordinated Debentures, and the Old Senior Floating Rate Notes. As a result
of the Company's pending bankruptcy proceeding, the automatic stay provisions
of the U.S. Bankruptcy Code preclude the holders of such obligations from
enforcing remedies with respect to the occurrence of an event of default
thereunder.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
Exhibit No. Description
2 First Amended Plan of Reorganization filed by the Company with the
United States Bankruptcy Court of the District of Delaware, as
confirmed on December 12, 1994. (Exhibits to the Plan have been
omitted in reliance on Item 601(b)(2) of Regulation S-K. The
Company agrees to furnish supplementally to the Commission a copy
of any omitted exhibit upon request.)
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 (previously
filed as Exhibit 4.1(b) to the Company's Quarterly Report on Form
10-Q for the period ended May 1, 1994, which exhibit is hereby
incorporated by reference).
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(a) 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).
4.3(b) Agreement of Resignation, Appointment and Acceptance dated as of
November 8, 1994, by and among the Company, NationsBank of Florida,
National Association (as successor in interest to NCNB National
Bank of Florida), as resigning Trustee, and IBJ Schroder Bank &
Trust Company, as successor Trustee.
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).
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)(i)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)(ii)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)(iii)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).
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 (previously filed as Exhibit 10.1(i) to the
Company's Quarterly Report on Form 10-Q for the period ended May 1,
1994, which exhibit is hereby incorporated by reference).
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).
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 (previously filed as Exhibit
10.1(k) to the Company's Quarterly Report on Form 10-Q for the
period ended May 1, 1994, which exhibit is hereby incorporated by
reference).
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 (previously filed as Exhibit 10.1(l) to the
Company's Quarterly Report on Form 10-Q for the period ended May 1,
1994, which exhibit is hereby incorporated by reference).
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 (previously filed as Exhibit
10.1(m) to the Company's Quarterly Report on Form 10-Q for the
period ended May 1, 1994, which exhibit is hereby incorporated by
reference).
10.1(n) Limited Waiver dated as of July 5, 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 (previously filed as Exhibit 10.1(n) to the
Company's Annual Report on Form 10-K for the period ended July 31,
1994, which exhibit is hereby incorporated by reference).
10.1(o) Limited Waiver dated as of September 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 (previously filed as Exhibit 10.1(o) to the
Company's Annual Report on Form 10-K for the period ended July 31,
1994, which exhibit is hereby incorporated by reference).
10.1(p) Limited Waiver and Consent dated as of September 8, 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 (previously filed as Exhibit 10.1(p) to the
Company's Annual Report on Form 10-K for the period ended July 31,
1994, which exhibit is hereby incorporated by reference).
10.1(q) Limited Waiver dated as of September 14, 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 (previously filed as Exhibit 10.1(q) to the
Company's Annual Report on Form 10-K for the period ended July 31,
1994, which exhibit is hereby incorporated by reference).
10.1(r) Limited Waiver dated as of September 29, 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 (previously filed as Exhibit 10.1(r) to the
Company's Annual Report on Form 10-K for the period ended July 31,
1994, which exhibit is hereby incorporated by reference).
10.1(s) Limited Waiver dated as of October 27, 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 (previously filed as Exhibit 10.1(s) to the
Company's Annual Report on Form 10-K for the period ended July 31,
1994, which exhibit is hereby incorporated by reference).
10.1(t) Limited Waiver dated as of November 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 (previously filed as Exhibit 10.1(t) to the
Company's Annual Report on Form 10-K for the period ended July 31,
1994, which exhibit is hereby incorporated by reference).
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).
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).
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).
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).
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 (previously filed as Exhibit
10.20(a) to the Company's Quarterly Report on Form 10-Q for the
period ended May 1, 1994, which exhibit is hereby incorporated by
reference).
10.20(b) Stock Purchase Warrants dated as of February 2, 1994, issued by the
Company to GEI (previously filed as Exhibit 10.20(b) to the
Company's Quarterly Report on Form 10-Q for the period ended May 1,
1994, which exhibit is hereby incorporated by reference).
(b) Reports on Form 8-K:
No reports on Form 8-K have been filed during the quarter ended October
30, 1994.
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: December 14, 1994 /s/ Raymond P. Springer
-------------------------------
Raymond P. Springer
Executive Vice President,
Administration
Date: December 14, 1994 /s/ Richard D. Coleman
-------------------------------
Richard D. Coleman
Vice President, Controller
and Secretary