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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
/ X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED FEBRUARY 26, 1994 (FEE
REQUIRED).
or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ---------- TO
---------- (NO FEE REQUIRED).
Commission File Number 1-5742
RITE AID CORPORATION
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 23-1614034
- - ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30 Hunter Lane, Camp Hill, Pennsylvania 17011
- - --------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (717) 761-2633
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- ---------------------
Common Stock, $1.00 par value New York Stock Exchange
6 3/4% Zero Coupon Convertible Pacific Stock Exchange
Subordinated Notes due July 24, 2006
Securities registered pursuant to Section 12(g) of the Act: None
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 / /
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
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proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. / X /
The aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant on May 11, 1994 based on the closing price at
which such stock was sold on the New York Stock Exchange on such date was
$1,564,891,000.
Registrant's Common Stock outstanding at May 11, 1994 was 85,620,688 shares,
par value $1.00 per share.
Portions of the Annual Report to Stockholders for the year ended February 26,
1994 are incorporated by reference into Parts I, II and IV of this Report.
Portions of the Proxy Statement prepared for the 1994 Annual Meeting of
Stockholders are incorporated by reference into Part III of this Report.
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RITE AID CORPORATION
INDEX TO ANNUAL REPORT ON FORM 10-K
Caption Page
------- ----
PART I
- - ------
Item 1. Business.................................... 1
Item 2. Properties.................................. 2
Item 3. Legal Proceedings........................... 3
Item 4. Submission of Matters to a Vote
of Security Holders....................... 3
Un-numbered Item. Executive Officers of the Registrant...... 3
PART II
- - -------
Item 5. Market for the Registrant's Common Equity
and Related Stockholder Matters........... 7
Item 6. Selected Financial Data..................... 7
Item 7. Management's Discussion and Analysis
of Results of Operations and
Financial Condition....................... 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
- - --------
Item 10. Directors and Executive Officers
of the Registrant........................ 8
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
- - -------
Item 14. Exhibits, Financial Statement
Schedules and Reports on Form 8-K........ 9
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PART I
ITEM 1. BUSINESS
(a) General Development of Business
The information set forth on the inside front cover under the
caption "About the Company," and under the captions "Managed Care,"
"Convenience & Merchandising" and "Technology," commencing on page 6 and ending
on page 11 of the Registrant's 1994 Annual Report to Stockholders ("1994 Annual
Report"), filed as an exhibit to this Annual Report on Form 10-K, is
incorporated herein by reference, excluding any projections and forecasts, all
of which shall not be deemed a part of this Annual Report on Form 10-K.
(b) Financial Information About Industry Segments
As part of a restructuring strategy announced by the
Registrant on January 7, 1994, the Registrant authorized the sale of its
non-drugstore businesses, namely its auto parts retailing business, its chain
of discount bookstores, its chain of retail dry cleaning stores and its plasma
collection centers. Commencing in fiscal year 1994, all of such businesses
have been reclassified as discontinued operations. Consequently, the
Registrant's business is classified solely within the retail drug industry
segment.
(c) Narrative Description of Business
The information set forth under the captions "Managed Care,"
"Convenience & Merchandising," "Technology" and "Management's Discussion and
Analysis of Results of Operations and Financial Condition" commencing on page 6
and ending on page 14 of
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the 1994 Annual Report, is incorporated herein by reference, excluding any
projections and forecasts, all of which shall not be deemed a part of this
Annual Report on Form 10-K. The Registrant employs approximately 27,360
persons.
(d) Financial Information About Foreign and Domestic and Export
Sales
Not Applicable.
ITEM 2. PROPERTIES
The Registrant's general offices and corporate headquarters are
located in a 205,000 square foot building in Camp Hill, Pennsylvania owned by
the Registrant. The Registrant's principal retail store distribution center
encompasses 350,000 square feet in Shiremanstown, Pennsylvania. In addition to
the principal store distribution center, the Registrant operates four other
distribution centers: the Registrant's Rome, New York retail store
distribution center, which has 291,000 square feet; the Registrant's Nitro,
West Virginia distribution center, which has 280,000 square feet; the
Registrant's Melbourne, Florida distribution center, which has 228,000 square
feet; and the Registrant's Winnsboro, South Carolina distribution center which
has 265,000 square feet. The Registrant owns each of the foregoing
distribution centers, with the South Carolina, West Virginia and New York
distribution centers subject to liens arising under industrial development
authority financing. The Registrant has the capacity to supply 3,000 stores.
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The Registrant leases most of its retail store facilities, including
its drug stores, under noncancelable operating leases, many of which expire
within ten years. In addition to minimum rental payments, which are set at
competitive market rates, certain leases require additional payments based on
sales volume, as well as reimbursement for taxes, maintenance and insurance.
Most of the Registrant's leases contain renewal options, some of which involve
rent increases. At February 26, 1994, the Registrant had 2,690 retail drug
stores.
ITEM 3. LEGAL PROCEEDINGS
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G(3) of Annual Report on Form 10-K,
the following is included as an un-numbered Item in Part I of this Annual
Report in lieu of being included in the Proxy Statement for the 1994 Annual
Meeting of Stockholders to be held on July 7, 1994.
The following is a list of names and ages of all of the executive
officers of the Registrant, indicating all positions and offices with the
Registrant held by each such person and each such person's principal
occupations or employment during the past five years. All such persons have
been appointed to serve until the next annual election of officers (which shall
occur on July 7,
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1994) and until their successors are appointed, or until their earlier
resignation or removal. No person other than those listed below has been
chosen to become an executive officer of the Registrant.
First
Offices and Elected
Name Age Positions Held an Officer
---- --- -------------- ----------
Alex Grass 66 Chairman of the Board, 1962
Chief Executive Officer
and Director
Martin L. Grass 40 President, Chief Operating 1980
Officer and Director
Franklin C. Brown 66 Executive Vice President 1969
and Director
Timothy J. Noonan 52 Executive Vice President 1973
Alex Schamroth 55 Executive Vice President 1980
Charles Slane 46 Vice President and Secretary 1980
Thomas R. Coogan 38 Vice President and Treasurer 1993
Frank M. Bergonzi 48 Senior Vice President 1977
Kevin J. Mann 41 Senior Vice President 1988
Philip D. Markovitz 53 Senior Vice President 1974
Ronald A. Miller 54 Senior Vice President 1981
Robert R. Souder 54 Senior Vice President 1972
Joel F. Feldman 40 Senior Vice President 1991
Dennis J. Bowman 40 Senior Vice President 1993
Gerald P. Cardinale 43 Vice President 1983
Mark E. Fogg 61 Vice President 1992
Allan Goldman 40 Vice President 1993
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Charles R. Kibler 47 Vice President 1987
W. Michael Knievel 46 Vice President 1988
James E. Krahulec 48 Vice President 1980
James O. Lott 55 Vice President 1988
Raymond B. McKeeby 50 Vice President 1993
Suzanne Mead 42 Vice President 1990
Gregg W. Montgomery 44 Vice President 1991
Michael F. Morris 44 Vice President 1984
Joseph S. Speaker 35 Vice President 1993
Alex Grass is the father of Martin Grass.
Each of the executive officers listed above has served the Registrant
or its subsidiaries in various executive capacities for the past five years,
except for the following individuals:
Mr.Bowman has held his present position with Registrant for one year.
Prior thereto he was a Senior Information Technology Consultant with McKinsey &
Company from 1984 to 1993.
Mr. Feldman has been Vice President of Managed Care Services since
1991. From September 1989 until his appointment as Vice President, he held the
positions of Assistant Vice President of Third Party Sales and Director of
Third Party. During 1988 and until September 1989, he held the position of
Director of Governmental Affairs for the National Association of Chain
Drugstores, located in Alexandria, Virginia. Prior thereto he served as
counsel for Davis, Wright and Jones, a law firm in Washington, D.C.
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Mr. Coogan was appointed Vice President and Treasurer in April 1993.
Mr. Coogan joined Rite Aid as a Business Analyst in January 1989, and achieved
the position of Director of Planning and Budgeting in September 1990, and
Assistant Treasurer in December 1992. Prior to his employment with Rite Aid,
Mr. Coogan was a strategic planning analyst for Armtek Corporation.
Mr. Speaker has been Vice President and Retail Controller since April
1993. From February 1991 until his appointment as Vice President, he had the
positions of Assistant Vice President and Retail Controller. Mr. Speaker
attained the status of Retail Controller in June 1989. Prior thereto, Mr.
Speaker served as Controller for Specialty Retailing.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The information set forth under the caption "Common Stock and
Dividends," which appears on page 14 of the Registrant's 1994 Annual Report, is
incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information set forth under the caption "Ten Year Financial
Review," which appears on pages 28 and 29 of the Registrant's 1994 Annual
Report, is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The information set forth under the caption "Management's Discussion
and Analysis of Results of Operations and Financial Condition," which appears
on pages 12 through 14 of the Registrant's 1994 Annual Report, is incorporated
herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statement information which appears on
pages 15 through 27 of the Registrant's 1994 Annual Report is incorporated
herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
For information with respect to the executive officers of the
Registrant, reference is made to "Executive Officers of the Registrant," set
forth as an unnumbered item in Part I of this Annual Report. The information
set forth under the caption "Election of Directors" in the Registrant's Proxy
Statement for the 1994 Annual Meeting of Stockholders to be held July 7, 1994
is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information set forth under the caption "Executive Compensation"
in the Registrant's Proxy Statement for the 1994 Annual Meeting of Stockholders
to be held July 7, 1994 is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set forth under the caption "Security Ownership of
Certain Beneficial Owners and Management" in the Registrant's Proxy Statement
for the 1994 Annual Meeting of Stockholders to be held July 7, 1994 is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the caption "Related Party
Transactions" in the Registrant's Proxy Statement for the 1994
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Annual Meeting of Stockholders to be held July 7, 1994 is incorporated herein
by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) List of Documents Filed as Part of this Report
(1) Financial Statements
The following consolidated financial statements of
the Registrant and its subsidiaries, required to be included in Part II, Item 8
of this Annual Report on Form 10-K, are included in the 1994 Annual Report and
are incorporated herein by reference:
Independent Auditors' Report
Consolidated Balance Sheet - February 26, 1994 and
February 27, 1993
Consolidated Statement of Income - Each of the years
in the three year period ended February 26, 1994
Consolidated Statement of Stockholders' Equity - Each
of the years in the three year period ended February
26, 1994
Consolidated Statement of Cash Flows - Each of the
years in the three year period ended February 26, 1994
Notes to Consolidated Financial Statements
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(2) Financial Statement Schedules
The following additional information for the years
1994, 1993 and 1992 is included in Part IV of this Report:
Page No.
-------
Schedules - Rite Aid Corporation
and Subsidiaries
Schedule V - Property, Plant and
Equipment 14
Schedule VI - Accumulated Depreciation
and Amortization of Property, Plant
and Equipment 15
Schedule VIII - Valuation and Qualifying
Accounts 16
Schedule IX - Short-term Borrowings 17
Independent Auditors' Report 18
All other schedules are omitted because they are not
required, inapplicable or the information is included in the consolidated
financial statements or the notes thereto.
Financial statements of 50% or less owned companies
have been omitted since they do not constitute significant subsidiaries.
(3) Exhibits (numbered in accordance with Item 601 of
Regulation S-K)
Exhibit Incorporation
Numbers Description by Reference to
- - ------- ----------- ---------------
(2) Not Applicable
(3)(i) Articles of Incorporation together with Exhibit (3) to Form 8
amendments to Articles of Incorporation filed July 2, 1984
filed August 21, 1969; July 15, 1971; July
20, 1976; July 8, 1981; and July 27, 1983
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Amendment to Articles of Incorporation Exhibit (3) to Form 10-K
filed July 18, 1986 filed May 26, 1987
Amendment to Articles of Incorporation Exhibit (3) to Form 10-K
filed July 14, 1987 filed May 27, 1988
(ii) By-laws Exhibit (3a) to Form S-1
Registration Statement
filed April 26, 1968
Amendments to By-laws approved Exhibit (3) to Form 10-K
April 6, 1983 filed May 29, 1983
(4) The rights of security holders of -----
Registrant are defined by a) the Laws
of the State of Delaware, b) the
Certificate of Incorporation of
Registrant and c) the By-laws of
Registrant. The Certificate of
Incorporation and By-laws of
Registrant are hereby incorporated by
reference in accordance with Exhibit
(3) above.
Preferred Stock Purchase Rights Exhibits 1 and 2 to Form
8-A filed April 12, 1989
(9) Not Applicable -----
(10)(i) Not Applicable -----
(ii)
(iii) 1979 Employee Stock Option Plan, as Exhibit A to Proxy
Amended Statement dated May 21,
1982
Salary Continuation Agreement with Exhibit (10)(iii) to Form
Key Officers 10-K filed May 29, 1983
1983 Employee Stock Option Plan Exhibit B to Proxy
Statement dated May 25,
1983
1990 Omnibus Stock Incentive Plan Exhibit A to Proxy
Statement dated May 25,
1990
(11) Statement regarding computation of per Included herein
share earnings
(12) Not Applicable -----
(13) 1994 Annual Report to Stockholders Included herein
(16) Not Applicable -----
(18) Not Applicable -----
(21) Registrant's Subsidiaries Included herein
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(22) Not Applicable -----
(23) Consent of Independent Certified Public Included herein
Accountants
(24) Not Applicable -----
(27) Not Applicable -----
(28) Not Applicable -----
(b) Report on Form 8-K
On February 16, 1994, a Form 8-K was filed with the Securities
and Exchange Commission to disclose a stock repurchase program approved by Rite
Aid Corporation's Board of Directors. The stock repurchase program authorized
the Registrant to acquire up to 5 million shares of its common stock in the
open market or in privately negotiated transactions.
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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.
Dated: May 24, 1994 RITE AID CORPORATION
(Registrant)
By: /s/Alex Grass
-------------------------------
Alex Grass, 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 by the following persons, which include the
Principal Executive Officer, the Principal Accounting and Financial Officer and
a majority of the Board of Directors, on behalf of the Registrant and in the
capacities and on the dates indicated:
May 24, 1994 /s/Alex Grass May 24, 1994 /s/Martin Grass
------------------- ------------------
Alex Grass Martin Grass
Chairman of the Board President and Chief
of Directors and Chief Operating Officer
Executive Officer and Director
May 24, 1994 /s/Frank Bergonzi May 24, 1994 /s/Leonard Stern
-------------------- ------------------
Frank Bergonzi Leonard Stern
Senior Vice President Director
and Chief Accounting
and Financial Officer
May 24, 1994 /s/Franklin C. Brown May 24, 1994 /s/Philip Neivert
-------------------- ------------------
Franklin C. Brown Philip Neivert
Executive Vice President Director
and Director
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RITE AID CORPORATION AND SUBSIDIARIES
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
(In Thousands of Dollars)
Balance at Balance at
beginning Additions Retirements close of
Description of period at cost or sales period
----------- ---------- --------- ----------- ----------
Year Ended February 26, 1994
Land $ 41,730 $ 16,611 $ 595 $ 57,746
Buildings 180,051 17,330 0 197,381
Furniture, fixtures and
equipment 451,735 89,152 14,400 526,487
Autos, trucks and airplanes 33,143 4,211 7,507 29,847
Leasehold improvements 334,464 36,142 9,944 360,662
Construction in progress 13,190 107,948 96,000 25,138
--------- ------- ------- --------
Totals $1,054,313 $271,394 $128,446 $1,197,261
========== ======== ======== ==========
Year Ended February 27, 1993
Land $ 33,825 $ 8,030 $ 125 $ 41,730
Buildings 159,600 20,565 114 180,051
Furniture, fixtures and
equipment 393,447 62,246 3,958 451,735
Autos, trucks and airplanes 32,664 4,555 4,076 33,143
Leasehold improvements 304,863 32,953 3,352 334,464
Construction in progress 19,330 44,035 50,175 13,190
---------- -------- -------- ----------
Totals $ 943,729 $172,384 $ 61,800 $1,054,313
========== ======== ======== ==========
Year Ended February 29, 1992
Land $ 33,018 $ 868 $ 61 $ 33,825
Buildings 151,133 8,609 142 159,600
Furniture, fixtures and
equipment 364,555 37,201 8,309 393,447
Autos, trucks and airplanes 30,345 3,786 1,467 32,664
Leasehold improvements 283,057 24,476 2,670 304,863
Construction in progress 10,112 44,958 35,740 19,330
---------- -------- -------- ----------
Totals $ 872,220 $119,898 $ 48,389 $ 943,729
========== ======== ======== ==========
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RITE AID CORPORATION AND SUBSIDIARIES
SCHEDULE VI - ACCUMULATED DEPRECIATION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
(In Thousands of Dollars)
Additions
Balance at charged to Balance at
beginning costs and close of
Description of period expenses Retirements period
----------- ---------- ---------- ----------- ----------
Year Ended February 26, 1994
Buildings $ 55,114 $ 6,770 $ 0 $ 61,884
Furniture, fixtures and
equipment 250,925 41,803 9,146 283,582
Autos, trucks and airplanes 20,384 3,860 3,943 20,301
Leasehold improvements 176,498 23,879 7,577 192,800
---------- -------- -------- ----------
Totals $ 502,921 $ 76,312 $ 20,666 $ 558,567
========== ======== ======== ==========
Year Ended February 27, 1993
Buildings $ 48,762 $ 6,660 $ 308 $ 55,114
Furniture, fixtures and
equipment 218,470 36,746 4,291 250,925
Autos, trucks and airplanes 19,367 4,493 3,476 20,384
Leasehold improvements 154,402 24,099 2,003 176,498
---------- -------- -------- ----------
Totals $ 441,001 $ 71,998 $ 10,078 $ 502,921
========== ======== ======== ==========
Year Ended February 29, 1992
Buildings $ 41,681 $ 7,112 $ 31 $ 48,762
Furniture, fixtures and
equipment 188,461 34,367 4,358 218,470
Autos, trucks and airplanes 15,832 4,547 1,012 19,367
Leasehold improvements 132,299 23,345 1,242 154,402
---------- -------- -------- ----------
Totals $ 378,273 $ 69,371 $ 6,643 $ 441,001
========== ======== ======== ==========
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RITE AID CORPORATION AND SUBSIDIARIES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
(In Thousands of Dollars)
Balance at Balance
beginning at end
Description of period Additions Deductions of period
----------- ---------- --------- ---------- ---------
Year ended February 26, 1994
Reserve for restructuring
and other charges $ - $149,196 $ 47,896 $101,300
========= ======== ======== ========
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RITE AID CORPORATION AND SUBSIDIARIES
SCHEDULE IX - SHORT-TERM BORROWINGS
(In Thousands of Dollars)
Maximum Average Weighted
Amount Amount Average
Balance at Weighted Outstanding Outstanding Interest Rate
End Average At Any During the During the
Description of Period Interest Rate Month-End Period (B) Period (C)
- - ----------- ---------- ------------- ----------- ----------- -------------
Year Ended
February 26,
1994
Commercial
Paper $186,000(A) 3.5% $265,000 $183,331 3.2%
======== ==== ======== ======== ====
Year Ended
February 27,
1993
Commercial
Paper $272,000(A) 3.1% $292,000 $200,170 3.5%
======== ==== ======== ======== ====
Year Ended
February 29,
1992
Commercial
Paper $180,000(A) 4.1% $387,000 $248,141 5.7%
======== ==== ======== ======== ====
(A) Through revolving credit agreements of $600 million at February 26,
1994 and $400 million at February 27, 1993 and February 29, 1992, Rite
Aid Corporation is able to support its commercial paper borrowings on
a long-term basis. Accordingly, $156 million, $242 million and $180
million of outstanding commercial paper was classified as long-term
debt on the consolidated balance sheet as of February 26, 1994,
February 27, 1993 and February 29, 1992, respectively.
(B) Calculated by averaging the daily outstanding balances during the
fiscal year.
(C) The weighted average interest rate is the sum of the interest rate
multiplied by the net proceeds for each commercial paper note issued
during the fiscal year divided by the sum of the commercial paper net
proceeds.
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INDEPENDENT AUDITORS' REPORT
The Board of Directors
Rite Aid Corporation
Camp Hill, Pennsylvania
Under date of April 15, 1994, we reported on the consolidated
balance sheets of Rite Aid Corporation and subsidiaries as of
February 26, 1994 and February 27, 1993, and the related
consolidated statements of income, stockholders' equity, and cash
flows for each of the years in the three year period ended
February 26, 1994, as contained in the 1994 annual report to
stockholders. These consolidated financial statements and our
report thereon are incorporated by reference in the Annual Report
on Form 10-K for the year 1994. In connection with our audits of
the aforementioned consolidated financial statements, we also
have audited the related supplementary financial statement
schedules as listed in item 14 (a)(2). These supplementary
financial statement schedules are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these supplementary financial statement schedules
based on our audits.
In our opinion, such supplementary financial statement schedules,
when considered in relation to the basic consolidated financial
statements taken as a whole, present fairly, in all material
respects, the information set forth therein.
As discussed in Note 1 to the financial statements, the Company
changed its method of accounting for income taxes to conform with
Statement of Financial Accounting Standards No. 109 in the fiscal
year ended February 27, 1993.
Harrisburg, Pennsylvania
April 15, 1994
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EXHIBIT INDEX
Exhibit
Number Description
- - ------- -----------
(11) Statement regarding computation of per share earnings
(13) 1994 Annual Report to Stockholders
(21) Registrant's Subsidiaries
(23) Consent of Independent Certified Public Accoutants