UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1994 (fifty-two weeks)
Commission File Number: 001-10252
SMITH'S FOOD & DRUG CENTERS, INC.
(Exact name of registrant as specified in its charter)
Delaware 87-0258768
(State of incorporation) (I.R.S. Employer Identification No.)
1550 South Redwood Road, Salt Lake City, UT 84104
(Address of principal executive offices) (Zip Code)
(801) 974-1400
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Class B Common Stock, $.01 par value New York Stock Exchange
(Title of each class) (Name of each exchange
on which registered)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
The aggregate market value of the voting stock held by non-affiliates of
the registrant, computed by reference to the last sale price of the Class B
Common Stock on February 28, 1995: $411,279,332
Number of shares outstanding of each class of common stock as of February
28, 1995:
Class A 12,008,270 Class B 13,021,425
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's definitive Proxy Statement dated March 24,
1995 for the Annual Meeting of Stockholders to be held on April 25, 1995
are incorporated by reference into Part III of this Form 10-K.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Annual Report on Form 10-K or any amendment to this Annual Report on
Form 10-K. [ ]
TABLE OF CONTENTS
PART I 3
Item 1. Business 3
Item 2. Properties 5
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Security
Holders 6
PART II........ 6
Item 5. Market for the Registrant's Common Equity and
Related
Stockholder Matters 6
Item 6. Selected Financial Data 7
Item 7. Management's Discussion and Analysis of
Financial
Condition and Results of Operations 7
Item 8. Financial Statements and Supplementary Data 7
Item 9. Changes in and Disagreements With Accountants
on
Accounting and Financial Disclosure 7
PART III 7
Item 10. Directors and Executive Officers of the
Registrant 7
Item 11. Executive Compensation 8
Item 12. Security Ownership of Certain Beneficial
Owners and
Management 8
Item 13. Certain Relationships and Related Transactions 8
PART IV 9
Item 14. Exhibits, Financial Statement Schedules, and
Reports
on Form 8-K 9
PART I
Item 1. Business
Smith's Food & Drug Centers, Inc. (the "Company") is a leading
regional supermarket and drug store chain operating in the
Intermountain, Southwestern, and Southern California regions of
the United States. As of December 31, 1994 the Company operated
137 stores in Arizona, California, Idaho, New Mexico, Nevada,
Texas, Utah and Wyoming. The Company was founded in 1948 and
reincorporated under Delaware law in 1989. The Company's Class B
Common Stock is traded on the New York Stock Exchange under the
symbol "SFD".
The Company develops and operates combination food and drug
centers which offer a full selection of supermarket food items, a
wide assortment of nonfood and drug items and a number of
specialty departments including a "Big-Deals" section which
offers many food and household items in larger "warehouse" pack
sizes at warehouse club prices. Primary food products sold in
the stores include groceries, meat, poultry, produce, dairy
products, delicatessen items, prepared foods, bakery products,
frozen foods, take-out foods, fresh juices, and specialty fish,
meat and cheese. Some or all of the following nonfood items are
available in the stores: full-line pharmacy and related over-the-
counter drug items, health and beauty aids, video rentals, in-
store banking services, housewares, toys, camera/photo department
items, one-hour photo processing, cosmetics and other general
merchandise.
The average size of the Company's food and drug centers opened
during fiscal 1994 was 72,700 square feet. The Company's food
and drug centers currently being opened range in size from
approximately 54,000 to 81,000 square feet per store, and future
stores are expected to range in size from 54,000 to 66,000 square
feet per store, depending on site constraints and the number and
size of competing stores in relation to the population of the
market area being served. In order to respond to changing
consumer needs, the Company continually refines its store
configurations and layouts. The Company's 137 stores at December
31, 1994 consisted of 123 large combination food and drug centers
averaging 69,600 square feet, 12 superstores averaging 40,500
square feet and two conventional stores averaging 26,000 square
feet.
The combination stores range in size from 45,000 to 84,000 square
feet and offer a complete line of supermarket, nonfood and drug
products. These stores feature modern, attractive layouts with
wide aisles and well-lighted spaces to facilitate convenient
shopping, a variety of specialty departments, and centralized,
highly automated checkout facilities. The superstores range in
size from 30,000 to 45,000 square feet and have the appearance of
a large supermarket augmented with a significant amount of
nonfood and drug merchandise. Generally the superstores have
fewer and more limited specialty departments than the combination
stores. The conventional stores have the appearance of
traditional supermarkets.
The Company's strategy is to offer customers a broad product
selection at everyday low prices combined with quality customer
service in large, modern, attractive food and drug centers with
ample parking. Customers are able to fill a substantial portion
of their daily and weekly shopping needs at one convenient
location. The Company promotes its reputation as a low price
competitor in its market areas through a policy of everyday low
pricing. Management attributes much of the Company's success to
combining broad product selection and everyday low prices with
quality customer service.
The Company's primary focus in existing markets has been on
increasing sales volume by offering customers low prices and
quality customer service combined with specifically designed
marketing programs. The Company also has focused on increasing
sales volume by opening new stores in existing and adjacent
markets. During 1994, the Company opened eight combination
stores in the following states: six in California, one in New
Mexico, and one in Nevada. The Company's expansion into Southern
California was intentionally slowed to fine-tune and improve the
operation of the 32 stores opened there during the past three
years. Emphasis of future expansion will be in other states
where the Company operates. The Company currently plans to open
14 to 16 new stores in 1995, five of which were opened during the
first two months of 1995. These new stores will primarily be
located in Arizona, Nevada, and New Mexico.
Operations
The Company operates two major regions. Region I consists of 105
stores in Arizona, Idaho, New Mexico, Nevada, Texas, Utah and
Wyoming. Region II consists of 32 stores in Southern California.
The regions are divided into nine geographic districts ranging
from 12 to 17 stores each. The regions and districts are staffed
with operational managers who are given as much autonomy as
possible while retaining the advantages of central control and
economies of scale over accounting, real estate, legal and data
processing functions. This operational autonomy enables
operating management to react quickly to local market
circumstances and gain competitive advantages as local conditions
change. District and store managers are responsible for most
aspects of store operations.
Competition
The retail food and drug industry is highly competitive. The
Company competes with other large regional and national food and
drug store chains, local food and drug stores, specialty food
stores, convenience stores, restaurants and fast food chains.
Principal competitive factors include store location, price,
service, convenience, cleanliness, product quality and variety.
Because the food and drug store business is characterized by
narrow profit margins, the Company's earnings depend primarily on
high sales volume and operating efficiency.
The Company engages in aggressive price competition in each
market that it serves and monitors its market share in those
markets through internal research which is updated on a regular
basis. As the Company continues to move into new market areas,
it anticipates significant competitive pressure on its operating
margins in those markets.
Purchasing, Distribution and Processing
The Company operates approximately 4.2 million square feet of
distribution and processing facilities. Central distribution
facilities in Salt Lake City and Layton, Utah; Tolleson, Arizona;
and Riverside, California supply products to all of the Company's
stores. The Company also operates produce warehouses located in
Albuquerque, New Mexico and Ontario, California. The Company's
processing facilities located in Layton, Utah produce a variety
of products under the Company's private labels for distribution
to Company stores. The Company's automated frozen dough plant
produces frozen bakery goods for final baking at in-store
bakeries. The Company's cultured dairy products plant produces
sour cream, yogurt, cottage cheese and chip dip products. The
Company's ice cream processing plant supplies all stores with
Smith's private label ice cream. The Company's dairy plants
located in Layton, Tolleson and Riverside process a variety of
milk, milk products and fruit beverages.
The Company purchases significant levels of selected products,
typically fast moving inventory items, on a forward purchase
basis in order to secure lower prices or to take advantage of
special buying opportunities. Forward purchasing exposes the
Company to risks of possible decreases in product pricing during
the time held in stock, changes in demand for such product and
increases in the costs of financing inventory.
The Company transports food and merchandise from its distribution
centers through a Company-owned fleet of tractors and trailers
which primarily serve nearby stores and through common carriers
for stores located at greater distances.
Employees
The Company has over 19,000 employees. Approximately half of the
Company's employees are nonunionized. Nearly all of the
Company's employees in California are unionized. The Company's
unionized employees work under 20 collective bargaining
agreements with local labor unions. Ten of these collective
bargaining agreements are currently subject to renegotiation or
will become subject to renegotiation during 1995. There can be
no assurance that such agreements will be renewed or that the
terms of any such renewal will be similar to the terms of
existing agreements. Management of the Company believes that it
will be able to renew such agreements on terms acceptable to the
Company. If it is unable to do so, there could be a material
adverse effect on the Company's operations.
Governmental Regulation
The Company is subject to regulation by a variety of governmental
authorities, including federal, state and local agencies which
regulate the distribution and sale of alcoholic beverages,
pharmaceuticals, milk and other agricultural products, as well as
various other food and drug items and also regulate trade
practices, building standards, labor, health, safety and
environmental matters. The Company from time to time receives
inquiries from state and federal regulatory authorities with
respect to its advertising practices, pricing policies and other
trade practices. None of these inquiries, individually or in the
aggregate, has resulted, or is expected by management to result,
in any order, judgment, fine or other action that has, or would
have, a material adverse effect on the business or financial
position of the Company.
Item 2. Properties
At December 31, 1994, the Company operated 137 stores located in
eight states. Of the 137 stores, the Company owned 100 with the
remainder leased from third parties. The following is an
analysis of the Company's store properties by state at December
31, 1994:
State Owned Leased Total
Utah 29 5 34
California 20 12 32
Arizona 21 3 24
Nevada 7 10 17
New Mexico 12 4 16
Idaho 4 1 5
Wyoming 3 2 5
Texas 4 0 4
Total 100 37 137
The Company leases or subleases 37 of its operating stores under
leases expiring between 1997 and 2024. Eleven of the Company-
owned stores are situated on property which is ground-leased, in
whole or in part, from third parties under leases expiring
between 2007 and 2040. In most cases, such building and ground
leases are subject to customary renewal options.
The Company owns 579,000 square feet of grocery warehousing
facilities and 326,000 square feet of processing plants in
Layton, Utah; a 226,000 square foot nonfood warehouse in Salt
Lake City, Utah; and a 1,089,000 square foot grocery and nonfood
warehouse and 91,000 square feet of processing plants in
Tolleson, Arizona. The Company leases a 40,000 square foot
produce and forward purchasing warehouse in Albuquerque, New
Mexico; a 190,000 square foot combination grocery and nonfood
warehouse and a 408,000 square foot grocery warehouse in Salt
Lake City, Utah; and a 204,000 square foot produce warehouse in
Ontario, California, under leases expiring in 1995, 1997, 1997
and 1999, respectively. The Company also leases a 114,000 square
foot processing plant and a 981,000 square foot grocery warehouse
in Riverside, California under leases expiring in 2018.
In addition, the Company's corporate offices, data processing and
records storage facilities are located in over 100,000 square
feet of office and storage space owned by the Company in Salt
Lake City, Utah.
Item 3. Legal Proceedings
The Company is a party to several actions arising in the ordinary
course of its business. Management believes that none of these
actions, individually or in the aggregate, will have a material
adverse effect on the Company's results of operations or
financial position.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders
during the fourth quarter of fiscal 1994.
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters
The Company's Class B Common Stock is listed on the New York
Stock Exchange under the symbol "SFD". The following table shows
the high and low sales prices per share for all quarters of
fiscal 1993 and 1994:
High Low
Fiscal 1993
First Quarter $37 1/4 $31
Second Quarter 33 1/4 23 5/8
Third Quarter 26 1/2 20
Fourth Quarter 22 1/2 19
Fiscal 1994
First Quarter 24 1/8 20 1/8
Second Quarter 22 18 1/8
Third Quarter 24 3/4 18 1/2
Fourth Quarter 26 3/4 22 5/8
As of February 28, 1995 there were 271 Class A Common
Stockholders and 1,247 Class B Common Stockholders of record.
There are numerous stockholders who hold their Class B Common
Stock in the "street name" of their various stock brokerage
houses.
Cash dividends of $.13 per share of Class A Common Stock and
Class B Common Stock were paid in each of the four quarters of
fiscal 1994, totaling $.52 per common share for fiscal 1994.
Cash dividends of $.13 per share of Class A Common Stock and
Class B Common Stock were paid in each of the four quarters of
fiscal 1993, totaling $.52 per common share for fiscal 1993. The
Board of Directors has approved a quarterly cash dividend of $.15
per common share commencing in the first quarter of fiscal 1995,
which, if continued, would total $.60 per common share for fiscal
1995.
Item 6. Selected Financial Data
The information required for this item is included in the
Annual Report to Stockholders for the fiscal year ended
December 31, 1994 on the schedule entitled "Five Year Summary
of Selected Financial and Operating Data" which information is
attached as part of Exhibit 13.1 hereto and incorporated
herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The information required for this item is included in the
Annual Report to Stockholders for the fiscal year ended
December 31, 1994 in the section entitled "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" which information is attached as part of Exhibit
13.1 hereto and incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The consolidated financial statements of the Company included in
the Annual Report to Stockholders for the fiscal year ended
December 31, 1994 are attached as part of Exhibit 13.1 hereto and
incorporated herein by reference.
Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Information concerning directors and certain executive officers
of the Company is included in the Company's Proxy Statement dated
March 24, 1995 under the caption "Election of Directors," and
"Other Matters -- Compliance with Section 16(a) of the Exchange
Act," which information is incorporated herein by reference. The
following sets forth certain information with regard to other
executive officers of the Company:
J. Craig Gilbert, age 47, has served as Senior Vice President,
Regional Manager, Region I since 1993. From 1992 to 1993 he
served as Senior Vice President, Regional Manager, Southwest
Region. From 1991 to 1992 he was Vice President, Regional
Manager, Southwest Region and from 1985 to1991 he served as Vice
President, Sales and Merchandising, Intermountain Region.
James W. Hallsey, age 52, rejoined Smith's in 1994 as Senior Vice
President, Special Projects after serving much of 1994 as Senior
Vice President at McKesson Drug Company, a pharmacy company. In
1993, he retired as a director (a capacity in which he served
since 1985) and Senior Vice President, Corporate Nonfoods
Director (a capacity in which he served since 1992). From 1980
to 1992, he served as Vice President, Corporate Nonfoods Director
of the Company.
Matthew G. Tezak, age 39, became Senior Vice President and Chief
Financial Officer in 1993. He served as Senior Vice President,
Finance and Treasurer from 1992 to 1993 and Vice President,
Finance and Treasurer from 1987 to 1992. Mr. Tezak, a certified
public accountant, joined the Company in 1979 as Assistant
Controller.
Larry R. McNeill, age 53, has served as Senior Vice President,
Corporate Development since 1992. Mr. McNeill joined the Company
in 1979 as Vice President, Corporate Development.
Richard C. Bylski, age 55, has served as Senior Vice President,
Human Resources since 1992. He served as Vice President, Human
Resources of the Company since 1979.
Michael C. Frei, age 48, joined the Company in March 1990 as
Senior Vice President, General Counsel and Corporate Secretary.
Prior to that time, Mr. Frei served as Vice President and General
Counsel of Price Development Company, a commercial real estate
developer, since 1981.
Fred F. Urbanek, age 59, has served as Senior Vice President,
Facility Engineering since 1992. He served as Vice President,
Facility Engineering of the Company since 1985.
The Company's executive officers are appointed to serve, at the
discretion of the Board of Directors, until their successors are
appointed.
Item 11. Executive Compensation
Information concerning Executive Compensation is included in the
Company's Proxy Statement dated March 24, 1995 under the caption
"Executive Compensation" which information is incorporated herein
by reference (other than information under the sub captions
"Report of the Compensation Committee on Executive Compensation"
and "Performance Graph", which shall not be deemed to be
incorporated by reference herein.).
Item 12. Security Ownership of Certain Beneficial Owners and
Management
Information concerning Security Ownership of Certain Beneficial
Owners and Management is included in the Company's Proxy
Statement dated March 24, 1995 under the caption "Security
Ownership of Certain Beneficial Owners and Management" which
information is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
Information concerning Certain Relationships and Related
Transactions is included in the Company's Proxy Statement dated
March 24, 1995 under the caption "Certain Transactions" which
information is incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K
(a) Documents filed as part of this report:
1. Financial Statements:
The following consolidated financial statements of
the Company and its subsidiaries and the Report of Ernst
& Young LLP, Independent Auditors, included in the
Company's Annual Report to Stockholders for the fiscal
year ended December 31, 1994 are incorporated herein by
reference:
Consolidated Statements of Income--fiscal years ended
December 31, 1994, January 1, 1994, and January 2, 1993
Consolidated Balance Sheets--December 31, 1994 and
January 1, 1994
Consolidated Statements of Common Stockholders' Equity--
fiscal years ended December 31, 1994, January 1, 1994,
and January 2, 1993
Consolidated Statements of Cash Flows--fiscal years ended
December 31, 1994, January 1, 1994, and January 2, 1993
Notes to Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors
2. Financial Statement Schedules:
None
3. Exhibits:
The exhibits listed in the accompanying index to exhibits
are filed or incorporated by reference as part of the
Form 10-K.
(b) Reports on Form 8-K:
There were no reports filed on Form 8-K during the fourth
quarter of fiscal 1994.
INDEX TO EXHIBITS
(Item 14(a))
Exhibit
Number Document
3(i) Restated Certificate of Incorporation
of the Company (incorporated by reference
to Exhibit 3.1 in the Company's
Registration Statement on Form S-1
(Commission File No. 33-28698) which became
effective on June 21, 1989).
3(ii) By-laws of the Company (incorporated
by reference to Exhibit 3.2 in the
Company's Registration Statement on Form S-
1 (Commission File No. 33-28698) which
became effective on June 21, 1989).
4.1 Article IV of Restated Certificate of
Incorporation of the Company (see Exhibit
3(i)).
4.2 Certain instruments which define the
rights of holders of long-term debt of the
Company and its subsidiaries are not being
filed because the total amount of
securities authorized under each such
instrument does not exceed 10% of the total
consolidated assets of the Company and its
subsidiaries. The Company hereby agrees to
furnish a copy of each such instrument to
the Commission upon request.
4.3 Form of Pass Through Trust Agreement
between the Company and the Pass Through
Trustee Company (incorporated by reference
to Exhibit 4.1 in the Company's
Registration Statement on Form S-3
(Commission File No. 33-51097) which became
effective on January 26, 1994).
4.4 Form of Pass Through Certificate
(included in Exhibit 4.3).
*10.1 Amended and Restated 1989 Stock Option Plan
(incorported by reference to Exhibit 10.1 of
the Company's Annual Report on Form 10-K for
the fiscal year ended December 28, 1991).
*10.2 First Amendment to the Amended and Restated
1989 Stock Option Plan (Exhibit 10.1) dated
as of February 7, 1995.
*10.3 1993 Employee Stock Purchase Plan (incorporated
by reference to Exhibit 10.2 of the Company's
Annual Report on Form 10-K for the fiscal year
ended January 2, 1993).
*10.4 First Amendment to the 1993 Employee Stock
Purchase Plan (Exhibit 10.3) dated as of
August 2, 1993 (incorported by reference
to Exhibit 10.3 of the Company's Annual
Report on Form 10-K for the fiscal year
ended January 1, 1994).
*10.5 Employees' Profit Sharing Plan and Trust,
as amended and restated as of July 27, 1982
(incorporated by reference to Exhibit 10.4
of the Company's Registration Statement on
Form S-1 (Commission File No. 33-28698)
which became effective June 21, 1989).
*10.6 Pension Plan of Employees, as amended and
restated as of July 27, 1982 (incorporated
by reference to Exhibit 10.5 of the Company's
Registration Statement on Form S-1
(Commission File No. 33-28698) which became
effective on June 21, 1989).
10.7 Employee Profit Sharing Plan dated as of
January 3, 1993, First Amendment dated
as of August 2, 1993 and Second Amendment
dated as of January 27, 1994 (incorported
by reference to Exhibit 10.6 of the
Company's Annual Report on Form 10-K for
the fiscal year ended January 1, 1994).
10.8 Third Amendment to the Employee Profit
Sharing Plan (Exhibit 10.7) dated as of
November 1, 1994.
*10.9 Forms of Supplemental Compensation
Agreements dated as of January 2, 1985,
and amended as of March 14, 1985, between
the Company and certain executive officers
(incorporated by reference to Exhibit 10.6
of the Company's Registration Statement on
Form S-1 (Commission File No.33-28698)
which became effective on June 21, 1989).
10.10 Revolving Credit Agreement, dated as of
January 31, 1995, between the Company
and Banco di Roma.
10.11 Revolving Credit Agreement, dated as of
October 15, 1993, between the Company
and Credit Suisse (incorported by reference
to Exhibit 10.9 of the Company's Annual
Report on Form 10-K for the fiscal year
ended January 1, 1994).
10.12 Amendment 1, dated as of September 2, 1994,
to Revolving Credit Agreement, dated as of
October 15, 1993, between the Company and
Credit Suisse (incorporated by reference
to Exhibit 10.18 of the Company's Form
10-Q for the third quarter ended
October 1, 1994).
10.13 Loan Agreement Between the Company and a
consortium of lenders dated May 1, 1992
(incorporated by reference to Exhibit
10.11 of the Company's Annual Report on
Form 10-K for the fiscal year ended
January 2, 1993).
10.14 Loan Agreement between the Company and a
consortium of lenders dated December 15,
1992 (incorporated by reference to Exhibit
10.12 of the Company's Annual Report on
Form 10-K for the fiscal year ended
January 2, 1993).
*10.15 Form of Additional Retirement Benefit
Agreement between the Company and certain
of its executive officers (incorporated
by reference to Exhibit 10.13 of the
Company's Annual Report on Form 10-K for
the fiscal year ended January 2, 1993).
*10.16 Form of Indemnification Agreement between
the Company and its directors and officers
(incorporated by reference to Exhibit 10.14
of the Company's Annual Report on Form 10-K
for the fiscal year ended January 2, 1993).
10.17 Revolving Credit Agreement, dated as of
June 28, 1993, between the Company and
Bank of America (incorporated by reference
to Exhibit 10.15 of the Company's Form 10-Q
for the second quarter ended July 3, 1993).
10.18 Amendment 1, dated as of September 16, 1994,
to Revolving Credit Agreement, dated as of
June 28, 1993, between the Company and Bank
of America (incorporated by reference to
Exhibit 10.19 of the Company's Form 10-Q
for the third quarter ended October 1, 1994).
10.19 Loan Agreement between the Company and a
consortium of lenders dated November 1,
1993 (incorporated by reference to Exhibit
10.17 of the Company's Annual Report on
Form 10-K for the fiscal year ended
January 1, 1994).
13.1 Company's Annual Report to Stockholders for
the fiscal year ended December 31, 1994
(selected pages only).
22.1 Subsidiaries of the Company (incorported by
reference to Exhibit 22.1 of the Company's
Annual Report on Form 10-K for the fiscal
year ended January 1, 1994).
23.1 Consent of Ernst & Young LLP,
Independent Auditors.
27 Financial Data Schedule
* Indicates management contract or compensatory plan or
arrangement.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SMITH'S FOOD & DRUG CENTERS, INC.
Date: March 24, 1995 By /s/ Jeffrey P. Smith
Jeffrey P. Smith
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
Signature Capacity Date
/s/ Jeffrey P. Smith Chairman of the Board of March 24, 1995
Jeffrey P. Smith Directors and Chief
Executive Officer
(Principal Executive
Officer)
/s/ Richard D. Smith Director March 24, 1995
Richard D. Smith
/s/ Robert D. Bolinder Executive Vice President, March 24, 1995
Robert D. Bolinder Corporate Planning and
Development; Director
/s/ Matthew G. Tezak Senior Vice President and March 24, 1995
Matthew G. Tezak Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Kenneth A. White Senior Vice President and March 24, 1995
Kenneth A. White Regional Manager,
Region II; Director
/s/ DeLonne Anderson Director March 24, 1995
DeLonne Anderson
/s/ Rodney H. Brady Director March 24, 1995
Rodney H. Brady
/s/ Alan R. Hoefer Director March 24, 1995
Alan R. Hoefer
/s/ Allen P. Martindale Director March 24, 1995
Allen P. Martindale
Director March 24, 1995
Nicole Miller
/s/ Duane Peters Director March 24, 1995
Duane Peters
/s/ Ray V. Rose Director March 24, 1995
Ray V. Rose
Director March 24, 1995
Stuart A. Rosenthal
/s/ Fred L. Smith Director March 24, 1995
Fred L. Smith
/s/ Sean D. Smith Director March 24, 1995
Sean D. Smith
/s/ Douglas John Tigert Director March 24, 1995
Douglas John Tigert
INDEX TO EXHIBITS
(Item 14(a))
Exhibit
Number Document
3(i) Restated Certificate of Incorporation
of the Company (incorporated by reference
to Exhibit 3.1 in the Company's
Registration Statement on Form S-1
(Commission File No. 33-28698) which became
effective on June 21, 1989).
3(ii) By-laws of the Company (incorporated
by reference to Exhibit 3.2 in the
Company's Registration Statement on Form S-
1 (Commission File No. 33-28698) which
became effective on June 21, 1989).
4.1 Article IV of Restated Certificate of
Incorporation of the Company (see Exhibit
3(i)).
4.2 Certain instruments which define the
rights of holders of long-term debt of the
Company and its subsidiaries are not being
filed because the total amount of
securities authorized under each such
instrument does not exceed 10% of the total
consolidated assets of the Company and its
subsidiaries. The Company hereby agrees to
furnish a copy of each such instrument to
the Commission upon request.
4.3 Form of Pass Through Trust Agreement
between the Company and the Pass Through
Trustee Company (incorporated by reference
to Exhibit 4.1 in the Company's
Registration Statement on Form S-3
(Commission File No. 33-51097) which became
effective on January 26, 1994).
4.4 Form of Pass Through Certificate
(included in Exhibit 4.3).
*10.1 Amended and Restated 1989 Stock Option Plan
(incorported by reference to Exhibit 10.1 of
the Company's Annual Report on Form 10-K for
the fiscal year ended December 28, 1991).
*10.2 First Amendment to the Amended and Restated
1989 Stock Option Plan (Exhibit 10.1) dated
as of February 7, 1995.
*10.3 1993 Employee Stock Purchase Plan (incorporated
by reference to Exhibit 10.2 of the Company's
Annual Report on Form 10-K for the fiscal year
ended January 2, 1993).
*10.4 First Amendment to the 1993 Employee Stock
Purchase Plan (Exhibit 10.3) dated as of
August 2, 1993 (incorported by reference
to Exhibit 10.3 of the Company's Annual
Report on Form 10-K for the fiscal year
ended January 1, 1994).
*10.5 Employees' Profit Sharing Plan and Trust,
as amended and restated as of July 27, 1982
(incorporated by reference to Exhibit 10.4
of the Company's Registration Statement on
Form S-1 (Commission File No. 33-28698)
which became effective June 21, 1989).
*10.6 Pension Plan of Employees, as amended and
restated as of July 27, 1982 (incorporated
by reference to Exhibit 10.5 of the Company's
Registration Statement on Form S-1
(Commission File No. 33-28698) which became
effective on June 21, 1989).
10.7 Employee Profit Sharing Plan dated as of
January 3, 1993, First Amendment dated
as of August 2, 1993 and Second Amendment
dated as of January 27, 1994 (incorported
by reference to Exhibit 10.6 of the
Company's Annual Report on Form 10-K for
the fiscal year ended January 1, 1994).
10.8 Third Amendment to the Employee Profit
Sharing Plan (Exhibit 10.7) dated as of
November 1, 1994.
*10.9 Forms of Supplemental Compensation
Agreements dated as of January 2, 1985,
and amended as of March 14, 1985, between
the Company and certain executive officers
(incorporated by reference to Exhibit 10.6
of the Company's Registration Statement on
Form S-1 (Commission File No.33-28698)
which became effective on June 21, 1989).
10.10 Revolving Credit Agreement, dated as of
January 31, 1995, between the Company
and Banco di Roma.
10.11 Revolving Credit Agreement, dated as of
October 15, 1993, between the Company
and Credit Suisse (incorported by reference
to Exhibit 10.9 of the Company's Annual
Report on Form 10-K for the fiscal year
ended January 1, 1994).
10.12 Amendment 1, dated as of September 2, 1994,
to Revolving Credit Agreement, dated as of
October 15, 1993, between the Company and
Credit Suisse (incorporated by reference
to Exhibit 10.18 of the Company's Form
10-Q for the third quarter ended
October 1, 1994).
10.13 Loan Agreement Between the Company and a
consortium of lenders dated May 1, 1992
(incorporated by reference to Exhibit
10.11 of the Company's Annual Report on
Form 10-K for the fiscal year ended
January 2, 1993).
10.14 Loan Agreement between the Company and a
consortium of lenders dated December 15,
1992 (incorporated by reference to Exhibit
10.12 of the Company's Annual Report on
Form 10-K for the fiscal year ended
January 2, 1993).
*10.15 Form of Additional Retirement Benefit
Agreement between the Company and certain
of its executive officers (incorporated
by reference to Exhibit 10.13 of the
Company's Annual Report on Form 10-K for
the fiscal year ended January 2, 1993).
*10.16 Form of Indemnification Agreement between
the Company and its directors and officers
(incorporated by reference to Exhibit 10.14
of the Company's Annual Report on Form 10-K
for the fiscal year ended January 2, 1993).
10.17 Revolving Credit Agreement, dated as of
June 28, 1993, between the Company and
Bank of America (incorporated by reference
to Exhibit 10.15 of the Company's Form 10-Q
for the second quarter ended July 3, 1993).
10.18 Amendment 1, dated as of September 16, 1994,
to Revolving Credit Agreement, dated as of
June 28, 1993, between the Company and Bank
of America (incorporated by reference to
Exhibit 10.19 of the Company's Form 10-Q
for the third quarter ended October 1, 1994).
10.19 Loan Agreement between the Company and a
consortium of lenders dated November 1,
1993 (incorporated by reference to Exhibit
10.17 of the Company's Annual Report on
Form 10-K for the fiscal year ended
January 1, 1994).
13.1 Company's Annual Report to Stockholders for
the fiscal year ended December 31, 1994
(selected pages only).
22.1 Subsidiaries of the Company (incorported by
reference to Exhibit 22.1 of the Company's
Annual Report on Form 10-K for the fiscal
year ended January 1, 1994).
23.1 Consent of Ernst & Young LLP,
Independent Auditors.
27 Financial Data Schedule
* Indicates management contract or compensatory plan or
arrangement.