1
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K/A
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the Fiscal Year Ended September 29, 1996 or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Commission File Number: 0-20322
STARBUCKS CORPORATION
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1325671
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2401 UTAH AVENUE SOUTH, SEATTLE, WASHINGTON 98134
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (206) 447-1575
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
- ------------------------------------------------------------
None N/A
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
4 1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2002
(Title of Class)
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 [ ]
2
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 Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non- affiliates of the
registrant, based upon the closing sale price of the registrant's Common Stock
on December 1, 1996, as reported on the NASDAQ National Market System, was
$2,598,426,062.
As of December 1, 1996, there were 77,786,819 shares of the registrant's Common
Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Shareholders for the fiscal year
ended September 29, 1996 have been incorporated by reference into Parts II and
IV of this Form 10-K. Portions of the definitive Proxy Statement for the
registrant's Annual Meeting of Shareholders to be held on March 6, 1997 have
been incorporated by reference into Part III of this report.
STARBUCKS CORPORATION
ANNUAL REPORT ON FORM 10-K (as amended)
TABLE OF CONTENTS
Part I
PAGE
Item 1. Business . . . . . . . . . . . . . . . . . . . 1
Item 2. Properties . . . . . . . . . . . . . . . . . . 5
Item 3. Legal Proceedings . . . . . . . . . . . . . . .6
Item 4. Submission of Matters
to a Vote of Security Holders . . . . . . . . .6
Part II
Item 5. Market for Registrant's Common
Equity and Related Stockholder Matters . . . . 7
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 Disclosures . . . . . . . . . . .7
Part III
Item 10. Directors and Executive
Officers of the Registrant . . . . . . . . . .8
Item 11. Executive Compensation . . . . . . . . . . . .10
Item 12. Security Ownership of Certain
Beneficial Owners and Management . . . . . . .10
Item 13. Certain Relationships and
Related Transactions . . . . . . . . . . . . .10
Part IV
Item 14. Exhibits, Financial Statement
Schedules and Reports on Form 8-K . . . . . . 11
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PART I
Item 1. Business
GENERAL. Starbucks Corporation and its subsidiaries ("Starbucks" or the
"Company") purchases and roasts high-quality whole bean coffees and sells them,
along with fresh, rich-brewed coffees and Italian-style espresso beverages,
primarily through Company-operated and licensed retail stores. The Company's
objective is to establish Starbucks as the most recognized and respected brand
of coffee in the world. To achieve this goal, the Company plans to continue to
rapidly expand its retail operations, grow its direct response and specialty
sales operations, and selectively pursue other opportunities to leverage and
grow the Starbucks brand through the introduction of new products and the
development of new distribution channels.
Starbucks is committed to selling only the finest whole bean coffees and coffee
beverages. To ensure compliance with its rigorous standards, Starbucks is
vertically integrated, controlling its coffee sourcing, roasting, and
distribution through its Company-operated retail stores. The Company purchases
green coffee beans for its many blends and varietals from coffee-producing
regions throughout the world and custom roasts them to its exacting standards.
Company-operated retail stores accounted for approximately 86% of net revenues
during the fiscal year ended September 29, 1996. Starbucks retail objective is
to become the leading retailer and brand of coffee in each of its target markets
by selling the finest quality coffees and related products, and by providing a
superior level of customer service, thereby building a high degree of customer
loyalty. Of the 1,006 Starbucks stores open on September 29, 1996, 929 were
Company-operated retail stores located in 21 states, the District of Columbia,
British Columbia and Ontario, Canada. Licensees operated 75 stores in North
America. In addition, the first two Starbucks stores outside North America
opened in Tokyo, Japan during the fourth quarter of fiscal 1996.
In addition to its retail operations, the Company sells primarily whole bean
coffees through a specialty sales group and a national direct response business.
The Company has also entered into joint ventures with the Pepsi-Cola Company, a
division of PepsiCo, Inc. ("Pepsi"), to develop ready-to-drink coffee-based
products and with Dreyer's Grand Ice Cream, Inc. ("Dreyer's") to develop premium
coffee ice cream products.
RETAIL STORES. Starbucks stores are typically clustered in high- traffic,
high-visibility locations in each market. Because the Company has the ability to
vary the size of its stores, Starbucks stores are located in a variety of
settings, including office buildings, downtown and suburban retail centers, and
kiosks located generally in building lobbies, airport terminals, supermarket
foyers, and university campuses. While the Company selectively locates stores in
suburban malls, its focus is on stores that are convenient for pedestrian street
traffic.
The Company combines its merchandising strategy with its marketing programs to
create and reinforce a distinctive brand image for its coffees. The Company's
merchandising strategy is reflected in its product mix, product pricing, and
sale and educational materials.
All Starbucks stores offer a choice of regular or decaffeinated coffee
beverages, changing "coffees of the day," and a broad selection of Italian-style
espresso beverages, as well as distinctively packaged, freshly roasted whole
bean coffees, a selection of fresh pastries and other food items, sodas, juices,
tea, and coffee-related hardware products and equipment. During fiscal 1996, the
Company's retail sales mix by product type was approximately 61% coffee
beverages, 15% whole bean coffees, 16% food items, and 8% coffee-related
hardware products and equipment.
The product mix in each store varies and is dependent on the size of the store
and its location. Larger stores carry a revolving selection that can include any
of the Company's whole bean coffees and a range of coffee-related products,
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including exclusive, high-quality coffee-making equipment as well as accessories
bearing various Company trademarks, such as coffee mugs, coffee grinders,
storage containers, coffee filters, and finely packaged gourmet food products.
The smaller stores and kiosks typically sell a full line of coffee beverages, a
limited selection of whole bean coffees and a few hardware items, most notably
logo mugs and small equipment items.
The Company and its licensees intend to open at least 325 new stores in North
America during fiscal 1997. The Company plans to enter at least three major new
markets in North America during fiscal 1997, including Phoenix, Arizona, and
Miami, Florida. For information on expansion plans outside of continental North
America, see discussion below under International.
OTHER DISTRIBUTION CHANNELS. Starbucks retail expansion strategy is to increase
its market share in existing markets and to open stores in new markets where it
believes it can become the leading specialty coffee retailer. In addition, the
Company will continue to expand its specialty sales and direct response
operations, and will selectively pursue other distribution channels.
Specialty Sales. Specialty Sales includes distribution to restaurants and a wide
range of institutional customers, including airlines, hotels, wholesale
warehouses, business offices, multi-unit retailers, universities, hospitals, and
country clubs. Specialty sales revenues (which for financial reporting purposes
include royalties and fees from licensees as well as sales of products to
licensees and joint ventures) accounted for approximately 11% of the Company's
net revenues during the fiscal year ended September 29, 1996. Starbucks is
committed to expanding its specialty sales operations. During fiscal 1996, the
Company entered into an alliance with U.S. Office Products to serve Starbucks
coffee in the workplace environment.
Licensed Stores. Starbucks has entered into a development agreement that allows
Host International, Inc. ("Host") to operate Starbucks retail stores in airport
locations. Starbucks receives a license fee and a royalty from Host and sells
coffee to Host for resale in the licensed airport stores. All licensed airport
stores operated by Host must follow Starbucks detailed store operating
procedures and all Host managers and employees who work in the licensed airport
stores must receive the same core training given to Starbucks store managers and
employees. During fiscal 1996, the Company entered into a licensing arrangement
with ARAMARK Food and Services Group, Inc. ("ARAMARK") to put licensed Starbucks
operations at various locations operated by ARAMARK. During the fiscal year
ended September 29, 1996, sales to and royalties from licensees were
approximately one percent of the Company's net revenues.
Starbucks does not currently intend to turn over operational control of
Starbucks stores in North America in any environment in which it can control
retail space; however, in limited situations where a master concessionaire
controls the retail space, Starbucks may consider licensing its operations.
Direct Response. The Company publishes a mail order catalog that is distributed
approximately six times a year and which offers its coffees, certain food items,
and select coffee-making equipment and accessories. The Company ships products
to customers located in all 50 states and many foreign countries. Direct
Response also operates an electronic store on America Online, allowing customers
to order their favorite coffees and products. During fiscal 1996, Direct
Response accounted for approximately three percent of the Company's net
revenues. Management believes its direct response operations will continue to
support its retail store expansion into new markets and reinforce brand
recognition in existing markets.
Joint Ventures. The Company has entered into a joint venture agreement with
Pepsi, to develop and distribute ready-to-drink coffee-based products. The joint
venture agreement contemplates the distribution of products within the United
States and Canada by Pepsi-owned and independently licensed bottlers and other
distributors or retailers. In May 1996, the joint venture introduced bottled
Frappuccino (TM) coffee drink in supermarkets and other retail points of
distribution throughout the West Coast. Frappuccino (TM) coffee drink is
currently available in two flavors - coffee and mocha. Based on trade and
consumer reception of this product, the joint venture is planning wider
distribution. The joint venture concluded test marketing of
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MAZAGRAN (TM), a lightly carbonated coffee drink, and currently does not have
plans to market this product nationwide.
On October 31, 1995, the Company announced an agreement to form a joint venture
with Dreyer's to develop and distribute Starbucks premium coffee ice creams.
During fiscal 1996, the joint venture introduced five flavors of Starbucks Ice
Cream, available in grocery stores throughout the United States.
International. The Company considers locations outside of continental North
America to be part of its international operations. On October 25, 1995, the
Company signed an agreement with SAZABY Inc., a Japanese retailer and
restaurateur, to form a joint venture which will primarily develop Starbucks
retail stores in Japan. The joint venture opened its first two stores in Tokyo,
Japan during fiscal 1996. The joint venture currently anticipates opening ten to
twelve additional stores in Japan during fiscal 1997.
On August 3, 1996, the Company signed a joint venture partnership agreement with
a Hawaii-based management team formed by the MacNaughton Group, to develop
Starbucks locations in Hawaii. The joint venture opened the first Starbucks
retail location in Hawaii during the first quarter of fiscal 1997.
The Company also signed an agreement with a subsidiary of Bonvests Holding
Limited ("Bonvests") on August 8, 1996, that makes them a licensee for Starbucks
retail locations in Singapore. The first retail location in Singapore opened
during the first quarter of fiscal 1997. The Company and Bonvests currently
anticipate opening five additional stores in Singapore in fiscal 1997.
PRODUCT SUPPLY. The Company depends upon both its outside brokers and its direct
contacts with exporters in countries of origin for the supply of its primary raw
material, green coffee. Coffee is the world's second largest traded commodity
and its supply and price are subject to volatility. Although most coffee trades
in the commodity market, coffee of the quality sought by the Company tends to
trade on a negotiated basis at a substantial premium above commodity coffee
pricing, depending upon the supply and demand at the time of purchase. Supply
and price can be affected by multiple factors in the producing countries,
including weather, political and economic conditions. In addition, green coffee
prices have been affected in the past, and may be affected in the future, by the
actions of certain organizations and associations, such as the International
Coffee Organization and the Association of Coffee Producing Countries, which
have historically attempted to influence commodity prices of green coffee
through agreements establishing export quotas or restricting coffee supplies
worldwide.
Green coffee commodity prices are subject to substantial price fluctuations,
generally a result of reports of adverse growing conditions in certain
coffee-producing countries. Due to green coffee commodity price increases, the
Company effected sales price increases during fiscal 1994 and 1995 to mitigate
the effects of anticipated increases in its cost of goods sold. Because the
Company had established fixed purchase prices for some of its supply of green
coffees, the Company's margins were favorably impacted by such sales price
increases during much of fiscal 1995. During the latter part of fiscal 1995 and
throughout fiscal 1996, gross margins were negatively impacted relative to the
prior year by the sell-through of higher-cost coffee inventories. The Company
expects to have sold most of these higher-cost coffees by the end of the first
quarter of fiscal 1997.
The Company enters into fixed price purchase commitments in order to secure an
adequate supply of quality green coffee and fix costs for future periods. As of
September 29, 1996, the Company had approximately $47 million in fixed price
purchase commitments which, together with existing inventory, is expected to
provide an adequate supply of green coffee well into fiscal 1997. The Company
believes, based on relationships established with its suppliers in the past,
that the risk of non-delivery on such purchase commitments is remote.
In addition, the Company may from time to time purchase coffee futures contracts
to provide additional price protection when it is not able to enter into fixed
price purchase commitments. There can be no assurance that these activities will
successfully protect the Company against the risks of increases in coffee prices
or that they will not
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result in the Company having to pay substantially more for its supply than it
would have been required to pay absent such activities. The Company did not
engage in any hedging activities or futures contracts in fiscal 1996.
Specialty foods, such as pastries, are generally purchased from local sources
based on quality and price. Items bearing the Company's logos and trademarks are
purchased under contract. Hardware items, such as coffee makers, are generally
purchased directly from manufacturers.
COMPETITION. The Company's whole bean coffees compete directly against specialty
coffees sold at retail through supermarkets, specialty retailers, and a growing
number of specialty coffee stores. The Company's coffee beverages compete
directly against all restaurant and beverage outlets that serve coffee and a
growing number of espresso stands, carts, and stores. Both the Company's whole
bean coffees and its coffee beverages compete indirectly against all other
coffees on the market. The Company believes that its customers choose among
retailers primarily on the basis of quality and convenience, and, to a lesser
extent, on price.
Management believes that supermarkets pose the greatest competitive challenge in
the whole bean coffee market, in part because supermarkets offer customers the
convenience of not having to make a separate trip to the Company's stores. A
number of nationwide coffee manufacturers, such as Kraft General Foods, Procter
& Gamble, and Nestle, are distributing premium coffee products in supermarkets,
which products may serve as substitutes for the Company's coffees. Regional
specialty coffee companies also sell whole bean coffees in supermarkets.
In addition, the Company competes for whole bean coffee sales with franchise
operators and independent specialty coffee stores in both the United States and
Canada. There are a number of competing specialty coffee retailers, such as
Second Cup, a Canadian franchisor with stores primarily in Canada. Second Cup
also owns Gloria Jeans, a franchisor of specialty coffee stores, with locations
primarily in malls throughout the United States. In addition, in virtually every
major metropolitan area where Starbucks operates and expects to expand, there
are local or regional competitors with substantial market presence in the
specialty coffee business.
The Company's primary competitors for beverage sales are restaurants, shops, and
street carts. In almost all markets in which the Company does business there has
been a significant increase in competition in the specialty coffee beverage
business and management expects this trend to continue. Although competition in
the beverage market is currently fragmented, a major competitor with
substantially greater financial, marketing and operating resources than the
Company could enter this market at any time and compete directly against the
Company.
In addition, the Company competes with established suppliers in its specialty
sales and direct response businesses, many of whom have greater financial and
marketing resources than the Company. The Company also expects that competition
for suitable sites for new stores to support the Company's planned growth will
be intense. The Company competes against both restaurants and other specialty
retailers for these sites, and there can be no assurance that management will be
able to continue to secure adequate sites at acceptable rent levels. The Company
also competes for qualified personnel to operate its retail stores.
PATENTS, TRADEMARKS AND COPYRIGHTS. The Company owns and/or has applied to
register numerous trademarks and service marks in the United States, Canada and
in some sixty countries throughout the world. One of the Company's subsidiaries,
The Coffee Connection, Inc. ("The Coffee Connection"), also owns a number of
trademarks and service marks in the United States, Canada and elsewhere,
including registrations for "The Coffee Connection" name and logo. Some of the
Company's trademarks, including "Starbucks," the Starbucks logo and
"Frappuccino," are of material importance to the Company. Trademarks are
generally valid as long as they are in use and/or their registrations are
properly maintained, and they have not been found to have become generic.
Trademark registrations can generally be renewed indefinitely so long as the
marks are in use.
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The Company owns numerous copyrights for its product packaging, promotional
materials, in-store graphics, and training materials, among other things. The
Company also holds patents on certain products and systems. While valuable,
individual copyrights and patents currently held by the Company are not viewed
as material to the Company's business.
SEASONALITY AND QUARTERLY RESULTS. The Company's business is subject to seasonal
fluctuations. Significant portions of the Company's net revenues and profits are
realized during the first quarter of the Company's fiscal year which includes
the December holiday season. In addition, quarterly results are affected by the
timing of the opening of new stores, and the Company's rapid growth may conceal
the impact of other seasonal influences. Because of the seasonality of the
Company's business, results for any quarter are not necessarily indicative of
the results that may be achieved for the full fiscal year.
EMPLOYEES. As of September 29, 1996, the Company employed approximately 16,600
individuals, including approximately 15,000 in retail stores and regional
offices, and the remainder in the Company's administrative, sales, real estate,
direct response, roasting, and warehousing operations. As of September 29, 1996,
five of the Company's stores (out of a total of 929 Company-operated stores in
North America), located in Vancouver, British Columbia, were unionized.
Starbucks has never experienced a strike or work stoppage, and the Company
believes that its relations with its employees are excellent.
FORWARD-LOOKING STATEMENTS. Some of the information in this Form 10-K, including
anticipated store openings, planned capital expenditures, and trends in the
Company's operations, are forward-looking statements which are subject to risks
and uncertainties. Actual future results and trends may differ materially
depending on a variety of factors, including, but not limited to, coffee and
other raw material prices and availability, successful execution of internal
performance and expansion plans, impact of competition, availability of
financing, legal proceedings, and other risks detailed in the Company's
Securities and Exchange Commission filings and the documents incorporated by
reference therein.
Item 2. Properties
Starbucks currently operates three roasting and distribution facilities: two in
the Seattle area, and one in East Manchester Township, York County,
Pennsylvania. In the Seattle area, the Company leases approximately 92,000
square feet in one building located in Seattle, Washington, pursuant to a lease
extendible through 2009 (the "Seattle Plant"), and owns an additional roasting
plant and distribution facility of approximately 305,000 square feet located in
Kent, Washington. The Company has a lease agreement with York County Industrial
Development Corporation for a roasting and distribution facility (the "York
Plant"), providing for approximately 365,000 square feet initially. The lease
has a 15 year term and the Company has an option to purchase the land and
building within five years of the date of occupancy. Such option to purchase
also provides that the Company may purchase, within seven years of occupancy,
additional land adjacent to the York Plant which would expand it to 1,000,000
square feet. The Company is party to a letter of intent and a commitment letter
which provide that in the event that the Company exercises its option to
purchase the York Plant, the Company will have the right to assume loans
incurred in connection with the development of it. The Company has determined
that it no longer needs its much-smaller roasting plant located in Boston (which
formerly operated as the roasting plant for The Coffee Connection) and has
sublet it to a third party. The lease on this facility runs through 2002.
The Company leases approximately 302,000 square feet used for administrative
offices in Seattle, Washington, and has options to lease approximately 298,000
additional square feet. The Company owns 2.36 acres (102,800 square feet) of
undeveloped land adjacent to the Seattle Plant, which is currently used for
parking.
As of September 29, 1996, Starbucks operated a total of 929 retail stores. All
Starbucks stores are located in leased premises. The Company also leases office
space for regional, district and other administrative offices.
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Item 3. Legal Proceedings
The Company is a party to various legal proceedings arising in the ordinary
course of its business, but is not currently a party to any legal proceeding
which the Company believes will have a material adverse effect on the financial
position or results of operations of the Company.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders during the fourth
quarter of fiscal year 1996.
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PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
The information required by this item is incorporated herein by reference to the
Company's 1996 Annual Report to Shareholders, and is filed herewith as Exhibit
13.1.
Item 6. Selected Financial Data
The information required by this item is incorporated herein by reference to the
Company's 1996 Annual Report to Shareholders, and is filed herewith as Exhibit
13.2.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The information required by this item is incorporated herein by reference to the
Company's 1996 Annual Report to Shareholders, and is filed herewith as Exhibit
13.3.
Item 8. Financial Statements and Supplementary Data
The information required by this item is incorporated herein by reference to the
Company's 1996 Annual Report to Shareholders, and is filed herewith as Exhibit
13.4.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
None.
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PART III
Item 10. Directors and Executive Officers of the Registrant
Information concerning the directors of the Company is incorporated herein by
reference to pages 3 through 5 of the definitive Proxy Statement for the
Company's Annual Meeting of Shareholders to be held on March 6, 1997. The
required information concerning compliance with Section 16(a) of the Securities
Exchange Act of 1934, as amended, is incorporated herein by reference to page 12
of the definitive Proxy Statement for the Company's Annual Meeting of
Shareholders to be held on March 6, 1997, which will be filed within 120 days
after the end of the Company's fiscal year.
The executive officers of the Company, each of whom serves a one year term and
until his or her successor is elected and qualified, are as follows:
Executive
Name Age Position Officer Since
- ----------------------------------------------------------------------------
Howard Schultz 43 chairman of the
board and chief
executive officer 1985
Orin Smith 54 director, president
and chief operating
officer 1990
Howard Behar 52 director and president,
Starbucks International 1989
Scott Bedbury 39 senior vice president,
marketing 1995
Michael Casey 51 senior vice president
and chief financial
officer 1995
Vincent Eades 37 senior vice president,
specialty sales and
marketing 1995
Carol Eastin 55 senior vice president,
management information
systems 1993
Sharon E. Elliott 45 senior vice president,
human resources 1994
E. R. (Ted) Garcia 49 senior vice president,
supply chain operations 1995
Wanda Herndon 44 senior vice president,
communications and
public affairs 1996
Shelley B. Lanza 40 senior vice president,
law & corporate affairs
and general counsel 1995
David M. Olsen 50 senior vice president,
coffee 1991
John A. Rodgers 65 senior vice president,
new business development 1991
Arthur I. Rubinfeld 43 senior vice president,
store development 1992
Deidra Wager 41 senior vice president,
retail operations 1993
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There are no family relationships between any directors or executive officers of
the Company.
Howard Schultz is the founder of the Company and has been chairman of the Board
and chief executive officer since its inception in 1985. From 1985 to June 1994,
Mr. Schultz was also the Company's president. From September 1982 to December
1985, Mr. Schultz was the director of retail operations and marketing for
Starbucks Coffee Company, a predecessor to the Company; and from January 1986 to
July 1987, he was the chairman of the Board, chief executive officer, and
president of Il Giornale Coffee Company, a predecessor to the Company.
Orin Smith joined the Company in 1990 and has served as president and chief
operating officer of the Company since June 1994. Prior to June 1994, Mr. Smith
served as the Company's vice president and chief financial officer and later, as
its executive vice president and chief financial officer.
Howard Behar joined the Company in 1989 and has served as president of Starbucks
International since June 1994. From February 1993 to June 1994, Mr. Behar served
as the Company's executive vice president, sales and operations. From February
1991 to February 1993, Mr. Behar served as senior vice president, retail
operations of the Company and from August 1989 to January 1991, he served as the
Company's vice president, retail stores.
Scott Bedbury joined Starbucks in June 1995 as senior vice president, marketing.
From November 1987 to October 1994, Mr. Bedbury held the position of worldwide
director of advertising for Nike, Inc. Prior to joining Nike, Inc., Mr. Bedbury
was vice president for Cole and Weber Advertising in Seattle, Washington, which
is an affiliate of Ogilvy and Mather.
Michael Casey joined Starbucks in 1995 as senior vice president and chief
financial officer. Prior to joining Starbucks, Mr. Casey served as executive
vice president and chief financial officer of Family Restaurants, Inc. from its
inception in 1986. During his tenure there, he also served as a director from
1986 to 1993, and as president of its El Torito Restaurants, Inc. division from
1988 to 1993.
Vincent Eades joined Starbucks in April 1995 as senior vice president, specialty
sales and marketing. From February 1993 to April 1995, Mr. Eades served as a
regional sales manager for Hallmark Cards, Inc. From August 1989 to February
1993, Mr. Eades was general manager of the Christmas Celebrations business unit
at Hallmark Cards, Inc.
Carol Eastin joined Starbucks in 1991 and has served as the Company's senior
vice president, management information systems since June 1993. From November
1991 to June 1993, Ms. Eastin served as the vice president, management
information systems of the Company. From September 1986 to September 1990, she
served as the director of corporate systems for McDonald's (R) Corporation.
Sharon E. Elliott joined Starbucks in 1994 as senior vice president, human
resources. From September 1993 to June 1994, Ms. Elliott served as the corporate
director, staffing and development of Allied Signal Corporation. From July 1987
to August 1993, she held several human resources management positions with
Bristol-Myers Squibb, including serving as the director of human
resources--corporate staff.
E. R. (Ted) Garcia joined Starbucks in April 1995 as senior vice president,
supply chain operations. From May 1993 to April 1995, Mr. Garcia was an
executive for Gemini Consulting. From January 1990 until May 1993, he was the
vice president of operations strategy for Grand Metropolitan PLC, Food Sector.
Wanda Herndon joined Starbucks in July 1995 as vice president, communications
and public affairs and was promoted to senior vice president, communications and
public affairs in November 1996. From February 1990 to June 1995, Ms. Herndon
held several communications management positions at DuPont. Prior to that time,
Ms. Herndon held several public affairs and marketing communications positions
for Dow Chemical Company.
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Shelley B. Lanza joined Starbucks in June 1995 as senior vice president and
general counsel. From 1986 to 1995, Ms. Lanza served as vice president and
general counsel of Honda of America Manufacturing, Inc. From 1982 to 1986, Ms.
Lanza practiced law at the law firm of Vorys, Sater, Seymour and Pease in
Columbus, Ohio.
David M. Olsen joined Starbucks in 1986 and has served as the Company's senior
vice president, coffee since September 1991. From November 1987 to September
1991, Mr. Olsen served as its vice president, coffee, and from February 1986 to
November 1987, he served as the Company's director of training.
John A. Rodgers joined Starbucks in 1989 and has served as senior vice
president, new business development since February 1993. From February 1991 to
February 1993, he served as the Company's senior vice president--special
projects. Since January 1982, Mr. Rodgers has also served as a general partner
of Western Franchise Development Corporation, an owner and operator of several
Red Robin Restaurants.
Arthur I. Rubinfeld joined the Company in 1992 as senior vice president, real
estate. From April 1986 to May 1992, Mr. Rubinfeld served as a managing partner
of Epsteen & Associates, a commercial real estate company.
Deidra Wager joined Starbucks in 1992 and has served as the Company's senior
vice president, retail operations since August 1993. From September 1992 to
August 1993, Ms. Wager served as the Company's vice president, operation
services. From March 1992 to September 1992, she was the Company's California
regional manager. From September 1988 to March 1992, Ms. Wager held several
operations positions with Taco Bell, Inc., including having served as its
director of operations systems development.
Item 11. Executive Compensation
The required information is incorporated by reference to pages 6 through 11 of
the definitive Proxy Statement for the Company's Annual Meeting of Shareholders
to be held on March 6, 1997.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The required information is incorporated by reference to pages 2 through 3 of
the definitive Proxy Statement for the Company's Annual Meeting of Shareholders
to be held on March 6, 1997.
Item 13. Certain Relationships and Related Transactions
The required information is incorporated by reference to page 12 of the
definitive Proxy Statement for the Company's Annual Meeting of Shareholders to
be held on March 6, 1997.
13
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as a part of this report on Form
10-K:
1. Financial Statements.
The Company's consolidated financial statements to be included in Part II, Item
8, are incorporated herein by reference to the Company's 1996 Annual Report to
Shareholders, a copy of which accompanies this report on Form 10-K, and are
filed herewith as Exhibit 13.4.
2. Financial Statement Schedule.
The following financial statement schedule of Starbucks Corporation for the
fiscal years ended September 29, 1996, October 1, 1995, and October 2, 1994 is
filed as part of this report on Form 10-K and should be read in conjunction with
the consolidated financial statements of the Company described in Item 14(a)(1)
above.
SCHEDULE PAGE
Schedule II Valuation and
Qualifying Accounts 17
Schedules other than the one listed above are omitted for the reason that they
are not required or are not applicable, or the required information is shown in
the financial statements or notes thereto.
3. Exhibits.
The Exhibits listed below and on the accompanying Index to Exhibits immediately
following the financial statement schedule are filed as part of, or incorporated
by reference into, this report.
EXHIBIT NO. DESCRIPTION
3.1 Restated Articles of Incorporation of Starbucks Corporation
(incorporated herein by reference to Exhibit 3.1 to the Company's
Form 10-Q for the fiscal quarter ended March 31, 1996, filed with
the SEC on May 15, 1996)
3.1.1 Amendment dated November 22, 1995 to the Restated Articles of
Incorporation of Starbucks Corporation (incorporated herein by
reference to Exhibit 3.1.1 to the Company's Form 10-Q for the
fiscal quarter ended March 31, 1996, filed with the SEC on May
15, 1996)
3.1.2 Amendment dated March 18, 1996 to the Restated Articles of
Incorporation of Starbucks Corporation (incorporated herein by
reference to Exhibit 3.1.2 to the Company's Form 10-Q for the
quarterly period ended March 31, 1996, filed with the SEC on May
15, 1996)
3.2 Amended and Restated Bylaws of Starbucks Corporation
(incorporated herein by reference to Exhibit 3.2 to the Company's
Form 10-Q for the fiscal quarter ended March 31, 1996, filed with
the SEC on May 15, 1996)
14
4.1 Indenture, dated as of October 24, 1995, between Starbucks
Corporation and First Interstate Bank of Washington, N.A., as
Trustee (incorporated herein by reference to Exhibit 4.3 to the
Company's Form 10-K for the Fiscal Year ended October 1, 1995,
filed with the SEC on December 28, 1995)
4.2 Form of Debenture relating to the Indenture described in Exhibit
4.3 (included in Exhibit 4.3) (incorporated herein by reference
to Exhibit 4.4 to the Company's Form 10-K for the Fiscal Year
ended October 1, 1995, filed with the SEC on December 28, 1995)
10.1 Starbucks Corporation Key Employee Stock Option Plan--1994
(incorporated herein by reference to Appendix A to the Company's
1994 Proxy Statement filed with the SEC on December 23, 1994)*
10.1.1 Starbucks Corporation Key Employee Stock Option Plan--1994, as
amended*/**
10.2 Starbucks Corporation 1989 Stock Option Plan for Non-Employee
Directors, as amended (incorporated herein by reference to
Appendix B to the Company's 1994 Proxy Statement filed with the
SEC on December 23, 1994)*
10.2.1 Starbucks Corporation 1989 Stock Option Plan for Non-Employee
Directors, as amended*/**
10.3 Starbucks Corporation 1991 Company-Wide Stock Option Plan, as
amended (incorporated herein by reference to the Company's
Registration Statement No. 33-52528 on Form S-8, filed with the
SEC on September 28, 1992)*
10.3.1 Starbucks Corporation 1991 Company-Wide Stock Option Plan, as
amended*/**
10.4 Starbucks Corporation Employee Stock Purchase Plan -- 1995
(incorporated herein by reference to Appendix C to the Company's
1994 Proxy Statement filed with the SEC on December 23, 1994)*
10.5 Industrial Lease, dated March 31, 1989, between Starbucks
Corporation, David A. Sabey and Sandra L. Sabey (incorporated
herein by reference to Exhibit 10.4 to the Company's Registration
Statement No. 33-47951 on Form S-1, filed with the SEC on May 15,
1992)
10.6 Office Lease, dated as of July 15, 1993, between First and Utah
Street Associates, L.P. and Starbucks Corporation (incorporated
herein by reference to Exhibit 10.17 to the Company's Form 10-K
for the Fiscal Year ended October 3, 1993, filed with the SEC on
December 30, 1993)
10.7 Development Agreement, dated as of February 11, 1994, between
Starbucks Corporation and Host International, Inc. (incorporated
herein by reference to Exhibit 10.18 to the Company's Form 10-K
for the Fiscal Year ended October 2, 1994, filed with the SEC on
December 23, 1994)
10.8 Special Warranty Deed, dated March 7, 1994, between Kent North
Corporate Park, as grantor and Starbucks Corporation, as grantee
(incorporated herein by reference to Exhibit 10.14 to the
Company's Form 10-K for the Fiscal Year ended October 2, 1994,
filed with the SEC on December 23, 1994)
15
10.9 Agreement and Plan of Merger, dated as of April 30, 1994, among
Starbucks Corporation, TCC Acquisition Corp., and The Coffee
Connection, Inc. (incorporated herein by reference to Exhibit 2
to the Company's Form 10-Q for the Quarterly Period ended April
3, 1994, filed with the SEC on May 26, 1994)
10.10 Joint Venture and Partnership Agreement, dated August 10, 1994,
between Pepsi-Cola Company, a division of PepsiCo, Inc., and
Starbucks New Venture Company (incorporated herein by reference
to Exhibit 10 to the Company's Form 10-Q for the Quarterly Period
ended July 3, 1994, filed with the SEC on August 16, 1994)
10.11 Lease, dated August 22, 1994, between York County Industrial
Development Corporation and Starbucks Corporation (incorporated
herein by reference to Exhibit 10 to the Company's Form 10-Q for
the Quarterly Period Ended July 2, 1995, filed with the SEC on
August 15, 1995)
10.12 Credit Agreement, dated October 24, 1994, between Starbucks
Corporation and Seattle-First National Bank (incorporated herein
by reference to Exhibit 10.1 to the Company's Registration
Statement No. 33-85172 on Form S-3, filed with the SEC on October
14, 1994)
10.13 Second Amendment to Office Lease, dated as of January 1, 1995,
between First & Utah Street Associates, L.P. and Starbucks
Corporation (incorporated herein by reference to the Company's
Registration Statement No. 33-93974 on Form S-3, filed with the
SEC on June 27, 1995)
10.14 Starbucks Corporation Amended and Restated Consulting/Employment
Agreement with Jeffrey H. Brotman, dated as of January 14, 1995
(incorporated herein by reference to Exhibit 10.14 to the
Company's Form 10-K for the Fiscal Year ended October 1, 1995,
filed with the SEC on December 28, 1995)
10.15 Series B Preferred Stock Purchase Agreement dated March 31, 1995,
among Starbucks Corporation, Noah's New York Bagels, Inc. and
certain shareholders of Noah's New York Bagels, Inc.
(incorporated herein by reference to the Company's Registration
Statement No. 33-91780 on Form S-3, filed with the SEC on April
28, 1995)
10.16 Amended and Restated Investor Rights Agreement dated March 31,
1995, among Starbucks Corporation, Noah's New York Bagels, Inc.
and certain shareholders of Noah's New York Bagels, Inc.
(incorporated herein by reference to the Company's Registration
Statement No. 33-91780 on Form S-3, filed with the SEC on April
28, 1995)
10.17 Amended and Restated Voting Rights Agreement dated March 31,
1995, among Starbucks Corporation, Noah's New York Bagels, Inc.
and certain shareholders of Noah's New York Bagels, Inc.
(incorporated herein by reference to the Company's Registration
Statement No. 33-91780 on Form S-3, filed on April 28, 1995)
10.18 Protective Covenants Agreement dated March 31, 1995, among
Starbucks Corporation, Noah's New York Bagels, Inc. and certain
shareholders of Noah's New York Bagels, Inc. (incorporated herein
by reference to the Company's Registration Statement No. 33-91780
on Form S-3, filed with the SEC on April 28, 1995)
16
10.19 Third Amendment to Office Lease, dated as of September 30, 1995,
between First and Utah Street Associates, L.P. and Starbucks
Corporation (incorporated herein by reference to Exhibit 10.19 to
the Company's Form 10-K for the Fiscal Year ended October 1,
1995, filed with the SEC on December 28, 1995)
10.20 Amendment to Credit Agreement and Note, dated October 23, 1995
between Starbucks Corporation and Seattle-First National Bank
(incorporated herein by reference to Exhibit 10.20 to the
Company's Form 10-K for the Fiscal Year ended October 1, 1995,
filed with the SEC on December 28, 1995)
10.21 Merger Agreement among Noah's New York Bagels, Inc. Shareholders
and Certain Optionholders of Noah's New York Bagels, Inc.,
Einstein Brothers Bagels, Inc. and NNYB Acquisition Corporation,
dated January 22, 1996 (incorporated herein by reference to
Exhibit 10.21 to the Company's Form 10-Q for the Quarterly Period
Ended March 31, 1996, filed with the SEC on May 15, 1996)
10.22 Amendment dated February 1, 1996, to Merger Agreement among
Noah's New York Bagels, Inc., Shareholders and Certain
Optionholders of Noah's New York Bagels, Inc., Einstein Brothers
Bagels, Inc. and NNYB Acquisition Corporation dated January 22,
1996 (incorporated herein by reference to Exhibit 10.22 to the
Company's Form 10-Q for the Quarterly Period Ended March 31,
1996, filed with the SEC on May 15, 1996)
10.23 Master Licensing Agreement between the Company and ARAMARK Food
and Services Group, Inc. dated as of January 30, 1996, as amended
and restated May 7, 1996 (incorporated herein by reference to
Exhibit 10.23 to the Company's Form 10-Q for the Quarterly Period
Ended March 31, 1996, filed with the SEC on May 15, 1996)
11 Computation of Per Share Earnings**
12 Ratio of Earnings to Fixed Charges**
13.1 Market Information. (Incorporated by reference to page 27 of the
1996 Annual Report to Shareholders (the "1996 Annual Report"))
13.2 Selected Financial Data (Incorporated by reference to Page 28 of
the 1996 Annual Report.)
13.3 Management's Discussion and Analysis of Financial Condition and
Results of Operations (Incorporated by reference to pages 29
through 33 of the 1996 Annual Report).
13.4 Financial Statements (Incorporated by reference to pages 34, 35,
36 and 37 of the 1996 Annual Report.)
21 Subsidiaries of the Registrant**
23 Independent Auditors' Consent
27 Financial Data Schedule
- -------------
* Management contract or compensatory plan or arrangement.
** -filed as Exhibits 10.1.1, 10.2.1, 10.3.1, 11, 12 and 21 respectively, to
Form 10-K dated December 26, 1996
(b) REPORTS ON FORM 8-K No reports on Form 8-K were filed by the Company during
the fiscal quarter ended September 29, 1996.
17
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.
STARBUCKS CORPORATION
By: /s/ M. Michael Casey
------------------------
M. Michael Casey
senior vice president and
chief financial officer
January 31, 1997
18
STARBUCKS CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Balance at Beginning Balance at End
Description of Year of Year
- -----------------------------------------------------------------
Allowance for Doubtful Accounts
Fiscal Year Ended
September 29, 1996 $242,000 $116,000
Fiscal Year Ended
October 1, 1995 $126,000 $242,000
Fiscal Year Ended
October 2, 1994 $ 71,000 $126,000
19
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
3.1 Restated Articles of Incorporation of Starbucks Corporation
(incorporated herein by reference to Exhibit 3.1 to the Company's Form
10-Q for the fiscal quarter ended March 31, 1996, filed with the SEC on
May 15, 1996)
3.1.1 Amendment dated November 22, 1995 to the Restated Articles of
Incorporation of Starbucks Corporation (incorporated herein by reference
to Exhibit 3.1.1 to the Company's Form 10-Q for the fiscal quarter ended
March 31, 1996, filed with the SEC on May 15, 1996)
3.1.2 Amendment dated March 18, 1996 to the Restated Articles of Incorporation
of Starbucks Corporation (incorporated herein by reference to Exhibit
3.1.2 to the Company's Form 10-Q for the quarterly period ended March
31, 1996, filed with the SEC on May 15, 1996)
3.2 Amended and Restated Bylaws of Starbucks Corporation (incorporated
herein by reference to Exhibit 3.2 to the Company's Form 10-Q for the
fiscal quarter ended March 31, 1996, filed with the SEC on May 15, 1996)
4.1 Indenture, dated as of October 24, 1995, between Starbucks Corporation
and First Interstate Bank of Washington, N.A., as Trustee (incorporated
herein by reference to Exhibit 4.3 to the Company's Form 10-K
20
for the Fiscal Year ended October 1, 1995, filed with the SEC on
December 28, 1995)
4.2 Form of Debenture relating to the Indenture described in Exhibit 4.3
(included in Exhibit 4.3) (incorporated herein by reference to Exhibit
4.4 to the Company's Form 10-K for the Fiscal Year ended October 1,
1995, filed with the SEC on December 28, 1995)
10.1 Starbucks Corporation Key Employee Stock Option Plan--1994
(incorporated herein by reference to Appendix A to the Company's 1994
Proxy Statement filed with the SEC on December 23, 1994)*
10.1.1 Starbucks Corporation Key Employee Stock Option Plan--1994, as
amended*/**
10.2 Starbucks Corporation 1989 Stock Option Plan for Non-Employee Directors,
as amended (incorporated herein by reference to Appendix B to the
Company's 1994 Proxy Statement filed with the SEC on December 23, 1994)*
10.2.1 Starbucks Corporation 1989 Stock Option Plan for Non-Employee Directors,
as amended*/**
10.3 Starbucks Corporation 1991 Company-Wide Stock Option Plan, as amended
(incorporated herein by reference to the Company's Registration
Statement No. 33-52528 on Form S-8, filed with the SEC on September 28,
1992)*/**
10.3.1 Starbucks Corporation 1991 Company-Wide Stock Option Plan, as
amended*/**
10.4 Starbucks Corporation Employee Stock Purchase Plan -- 1995 (incorporated
herein by reference to Appendix C to the Company's 1994 Proxy Statement
filed with the SEC on December 23, 1994)*
10.5 Industrial Lease, dated March 31, 1989, between Starbucks Corporation,
David A. Sabey and Sandra L. Sabey (incorporated herein by reference to
Exhibit 10.4 to the Company's Registration Statement No.
21
33-47951 on Form S-1, filed with the SEC on May 15, 1992)
10.6 Office Lease, dated as of July 15, 1993, between First and Utah Street
Associates, L.P. and Starbucks Corporation (incorporated herein by
reference to Exhibit 10.17 to the Company's Form 10-K for the Fiscal
Year ended October 3, 1993, filed with the SEC on December 30, 1993)
10.7 Development Agreement, dated as of February 11, 1994, between Starbucks
Corporation and Host International, Inc. (incorporated herein by
reference to Exhibit 10.18 to the Company's Form 10-K for the Fiscal
Year ended October 2, 1994, filed with the SEC on December 23, 1994)
10.8 Special Warranty Deed, dated March 7, 1994, between Kent North Corporate
Park, as grantor and Starbucks Corporation, as grantee (incorporated
herein by reference to Exhibit 10.14 to the Company's Form 10-K for the
Fiscal Year ended October 2, 1994, filed with the SEC on December 23,
1994)
10.9 Agreement and Plan of Merger, dated as of April 30, 1994, among
Starbucks Corporation, TCC Acquisition Corp., and The Coffee Connection,
Inc. (incorporated herein by reference to Exhibit 2 to the Company's
Form 10-Q for the Quarterly Period ended April 3, 1994, filed with the
SEC on May 26, 1994)
10.10 Joint Venture and Partnership Agreement, dated August 10, 1994, between
Pepsi-Cola Company, a division of PepsiCo, Inc., and Starbucks New
Venture Company (incorporated herein by reference to Exhibit 10 to the
Company's Form 10-Q for the Quarterly Period ended July 3, 1994, filed
with the SEC on August 16, 1994)
10.11 Lease, dated August 22, 1994, between York County Industrial Development
Corporation and Starbucks Corporation (incorporated herein by reference
to Exhibit 10 to the Company's Form 10-Q for the Quarterly Period Ended
July 2, 1995, filed with the
SEC on August 15, 1995)
22
10.12 Credit Agreement, dated October 24, 1994, between Starbucks Corporation
and Seattle-First National Bank (incorporated herein by reference to
Exhibit 10.1 to the Company's Registration Statement No. 33-85172 on
Form S-3, filed with the SEC on October 14, 1994)
10.13 Second Amendment to Office Lease, dated as of January 1, 1995, between
First & Utah Street Associates, L.P. and Starbucks Corporation
(incorporated herein by reference to the Company's Registration
Statement No. 33-93974 on Form S-3, filed with the SEC on June 27, 1995)
10.14 Starbucks Corporation Amended and Restated Consulting/Employment
Agreement with Jeffrey H. Brotman, dated as of January 14, 1995
(incorporated herein by reference to Exhibit 10.14 to the Company's Form
10-K for the Fiscal Year ended October 1, 1995, filed with the SEC on
December 28, 1995)
10.15 Series B Preferred Stock Purchase Agreement dated March 31, 1995, among
Starbucks Corporation, Noah's New York Bagels, Inc. and certain
shareholders of Noah's New York Bagels, Inc. (incorporated herein by
reference to the Company's Registration Statement No. 33-91780 on Form
S-3, filed with the SEC on April 28, 1995)
10.16 Amended and Restated Investor Rights Agreement dated March 31, 1995,
among Starbucks Corporation, Noah's New York Bagels, Inc. and certain
shareholders of Noah's New York Bagels, Inc. (incorporated herein by
reference to the Company's Registration Statement No. 33-91780 on Form
S-3, filed with the SEC on April 28, 1995)
10.17 Amended and Restated Voting Rights Agreement dated March 31, 1995, among
Starbucks Corporation, Noah's New York Bagels, Inc. and certain
shareholders of Noah's New York Bagels, Inc. (incorporated herein by
reference to the Company's Registration Statement No. 33-91780 on Form
S-3, filed on April 28, 1995)
23
10.18 Protective Covenants Agreement dated March 31, 1995, among Starbucks
Corporation, Noah's New York Bagels, Inc. and certain shareholders of
Noah's New York Bagels, Inc. (incorporated herein by reference to the
Company's Registration Statement No. 33-91780 on Form S-3, filed with
the SEC on April 28, 1995)
10.19 Third Amendment to Office Lease, dated as of September 30, 1995,
between First and Utah Street Associates, L.P. and Starbucks
Corporation (incorporated herein by reference to Exhibit 10.19 to the
Company's Form 10-K for the Fiscal Year ended October 1, 1995, filed
with the SEC on December 28, 1995)
10.20 Amendment to Credit Agreement and Note, dated October 23, 1995 between
Starbucks Corporation and Seattle-First National Bank (incorporated
herein by reference to Exhibit 10.20 to the Company's Form 10-K for the
Fiscal Year ended October 1, 1995, filed with the SEC on December 28,
1995)
10.21 Merger Agreement among Noah's New York Bagels, Inc. Shareholders and
Certain Optionholders of Noah's New York Bagels, Inc., Einstein
Brothers Bagels, Inc. and NNYB Acquisition Corporation, dated January
22, 1996 (incorporated herein by reference to Exhibit 10.21 to the
Company's Form 10-Q for the Quarterly Period Ended March 31, 1996,
filed with the SEC on May 15, 1996)
10.22 Amendment dated February 1, 1996, to Merger Agreement among Noah's New
York Bagels, Inc., Shareholders and Certain Optionholders of Noah's New
York Bagels, Inc., Einstein Brothers Bagels, Inc. and NNYB Acquisition
Corporation dated January 22, 1996 (incorporated herein by reference to
Exhibit 10.22 to the Company's Form 10-Q for the Quarterly Period Ended
March 31, 1996, filed with the SEC on May 15, 1996)
10.23 Master Licensing Agreement between the Company and ARAMARK Food and
Services Group, Inc. dated as of January 30, 1996, as amended and
restated May 7,
24
1996 (incorporated herein by reference to Exhibit 10.23 to the
Company's Form 10-Q for the Quarterly Period Ended March 31, 1996,
filed with the SEC on May 15, 1996)
11 Computation of Per Share Earnings**
12 Ratio of Earnings to Fixed Charges**
13.1 Market Information. (Incorporated by reference to page 27 of the 1996
Annual Report to Shareholders (the "1996 Annual Report"))
13.2 Selected Financial Data (Incorporated by reference to Page 28 of the
1996 Annual Report.)
13.3 Management's Discussion and Analysis of Financial Condition and Results
of Operations (Incorporated by reference to pages 29 through 33 of the
1996 Annual Report).
13.4 Financial Statements (Incorporated by reference to pages 34, 35, 36 and
37 of the 1996 Annual Report.)
21 Subsidiaries of the Registrant**
23 Independent Auditors' Consent
27 Financial Data Schedule
- -------------
* Management contract or compensatory plan or arrangement.
** -filed as Exhibits 10.1.1, 10.2.1, 10.3.1, 11, 12 and 21 respectively, to