SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 30, 2000.
OR
__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 0-549
SCHULTZ SAV-O STORES, INC.
(Exact name of registrant
as specified in its charter)
Wisconsin 39-0600405
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2215 Union Avenue
Sheboygan, Wisconsin 53081
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (920) 457-4433
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of Class
--------------
Common Stock, $0.05 par value
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 proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Aggregate market value of voting stock held by non-affiliates of the registrant
as of April 27, 2001: $57,658,794. Only excludes shares beneficially owned by
directors and officers of the registrant.
Number of shares outstanding of the registrant's Common Stock as of April 27,
2001: 5,478,216.
PORTIONS OF THE FOLLOWING DOCUMENTS ARE INCORPORATED HEREIN BY REFERENCE:
2000 Annual Report to Shareholders (incorporated by reference into Parts II
and IV to the extent indicated therein).
Definitive Proxy Statement for 2001 annual meeting of shareholders (to be
filed with the Commission under Regulation 14A within 120 days after the
end of the registrant's fiscal year and, upon such filing, to be
incorporated by reference into Part III to the extent indicated therein).
The undersigned Registrant hereby amends that information in its 2000
Annual Report to Shareholders which is incorporated by reference into Items 6,
7, and 8 of Part II and Item 14 of Part IV of its Annual Report on Form 10-K
filed with the Securities and Exchange Commission on March 29, 2001. Those
portions of the 2000 Annual Report to Shareholders, as amended, are filed as
Exhibit 13 hereto.
PART II.
Item 6. Selected Financial Data.
-----------------------
Pursuant to Instruction G, the information required by this Item is
incorporated herein by reference from information included under the caption
entitled "Five-Year Financial Highlights" set forth in the Annual Report.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
-----------------------------------------------------------
Pursuant to Instruction G, the information required by this Item is
incorporated herein by reference from information included under the caption
entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations" set forth in the Annual Report.
Item 8. Financial Statements and Supplementary Data.
-------------------------------------------
Pursuant to Instruction G, the Consolidated Balance Sheets of the
company as of December 30, 2000 and January 1, 2000, the Consolidated Statements
of Earnings, Cash Flows and Shareholders' Investment for each of the three
fiscal years in the period ended December 30, 2000, together with the related
Notes to Consolidated Financial Statements (including supplementary financial
data), are incorporated herein by reference from information included under the
captions having substantially the same titles as set forth in the Annual Report.
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 Form 10-K:
1. Financial Statements.
--------------------
Consolidated Balance Sheets as of December 30, 2000 and January 1,
2000
Consolidated Statements of Earnings, Cash Flows and Shareholders'
Investment for the fiscal years 2000, 1999 and 1998
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
The foregoing Financial Statements are incorporated by reference to
the pocket part included in the Company's Annual Report to Shareholders for the
fiscal year ended December 30, 2000.
The additional information referred to under "Financial Statement
Schedules" below is filed as part of this Form 10-K and should be read in
conjunction with the financial statements referred to above.
2
Page Reference:
Form 10-K
2. Financial Statement Schedules.
-----------------------------
Report of Independent Public Accountants F-1
Schedule VIII - Valuation and Qualifying Accounts and Reserves F-2
All other schedules have been omitted as not required or not
applicable, or the information required to be shown thereon is included in the
financial statements and related notes.
3. Exhibits and Reports on Form 8-K.
--------------------------------
(a) The exhibits filed or incorporated by reference herewith are as
specified in the Exhibit Index included herein.
(b) On October 30, 2000, we furnished (but did not "file") a report on
Form 8-K regarding the results of our third quarter of fiscal year 2000.
3
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the company has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
SCHULTZ SAV-O STORES, INC.
Date: May 30, 2001 By /s/ Armand C. Go
-----------------------------------
Armand C. Go
Vice President, Chief Financial Officer,
Treasurer and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this report has been signed as of the date above by the following
persons on behalf of the company in the capacities indicated.
/s/ Walter G. Winding /s/ Steven R. Barth
- ----------------------------------- -----------------------------------
Walter G. Winding, Chairman of Steven R. Barth, Director
Board
/s/ Elwood F. Winn /s/ William K. Jacobson
- ----------------------------------- -----------------------------------
Elwood F. Winn, President, Chief William K. Jacobson, Director
Executive Officer and Director
(Principal Executive Officer)
/s/ Michael R. Houser /s/ Martin Crneckiy, Jr.
- ----------------------------------- -----------------------------------
Michael R. Houser, Vice Chairman of Martin Crneckiy, Jr., Director
the Board, Executive Vice President
and Director
/s/ Armand C. Go /s/ G. William Dietrich
- ----------------------------------- -----------------------------------
Armand C. Go G. William Dietrich, Director
Vice President, Chief Financial
Officer, Treasurer and Secretary
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Bruce J. Olson /s/ R. Bruce Grover
- ----------------------------------- -----------------------------------
Bruce J. Olson, Director R. Bruce Grover, Director
4
Report of Independent Public Accountants
We have audited in accordance with auditing standards generally accepted in the
United States the financial statements included in Schultz Sav-O Stores, Inc.'s
annual report to shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated February 8, 2001. Our audit was made for
the purpose of forming an opinion on those statements taken as a whole. The
schedule listed in the index to financial statements is presented for purposes
of complying with the Securities and Exchange Commission's rules and is not part
of the basic financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
February 8, 2001
F-1
SCHULTZ SAV-O STORES, INC.
SCHEDULE VIII--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE FISCAL YEARS 2000, 1999 AND 1998
Allowance for Doubtful Accounts--
Changes in the allowance for doubtful accounts are summarized as follows:
2000 1999 1998
------------ ------------ -----------
Balance, beginning of year $4,300,000 $4,300,000 $3,950,000
Provision charged to earnings 1,663,000 2,264,000 1,475,000
Writeoffs, net (2,113,000) (2,264,000) (1,125,000)
----------- ---------- ----------
Balance, end of year $3,850,000 $4,300,000 $4,300,000
========== ========== ==========
F-2
EXHIBIT INDEX
SCHULTZ SAV-O STORES, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 30, 2000
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Exhibit No. Description
- ---------- -----------
3.1 Restated Articles of Incorporated, as amended. Incorporated by
reference to Exhibit 3.1 to our Annual Report on Form 10-K for
the year ended December 31, 1988.
3.2 By-Laws, as amended and restated as of April 6, 2001.
4.1 Restated Articles of Incorporation, as amended (included as
Exhibit 3.1). As summarized in Notes (3) and (7) of the Notes to
Financial Statements incorporated by reference from our 2000
Annual Report to Shareholders, as part of Parts II and IV of this
Form 10-K, we have various outstanding long-term debt and capital
lease obligations. None of such obligations individually exceeds
10% of our total assets. We hereby agree to furnish to the
Commission, upon its request, a copy of each instrument with
respect to such obligations.
10.1 Master Franchise Agreement, dated April 23, 1982, between
Commodores Point Terminal Corporation and Piggly Wiggly
Corporation. Incorporated by reference to Exhibit 10.1 to our
Annual Report on Form 10-K for the year ended January 1, 1982.
10.2 Agreement, dated August 1, 1982, between Schultz Sav-O Stores and
Commodores Point Terminal Corporation. Incorporated by reference
to Exhibit 10.2 to our Annual Report on Form 10-K for the year
ended January 1, 1982.
10.3 Amendment to Master Franchise Agreement, dated October 15, 1982,
between Schultz Sav-O Stores and Piggly Wiggly Corporation.
Incorporated by reference to Exhibit 10.3 to our Annual Report on
Form 10-K for the year ended January 1, 1982.
10.4 Amendment No. 2 to Piggly Wiggly Master Franchise Agreement,
dated June 3, 1998, between Schultz Sav-O Stores and Piggly
Wiggly Corporation. Incorporated by reference to Exhibit 10.2 to
our Quarterly Report on Form 10-Q for the period ended April 25,
1998.
10.5 Form of Director/Officer Indemnity Agreement. Incorporated by
reference to Exhibit 10.4 to our Annual Report on Form 10-K for
the year ended January 2, 1988. This Agreement is required to be
filed as an exhibit to this Form 10-K pursuant to Item 14(c) of
Form 10-K.
E-1
Exhibit No. Description
- ---------- -----------
10.6 Form of Key Executive Employment and Severance Agreement, dated
as of October 19, 1990, between Schultz Sav-O Stores and Michael
R. Houser and dated as of January 31, 1997, between Schultz Sav-O
Stores and William K. Jacobson. Incorporated by reference to
Exhibit 10.5 to our Annual Report on Form 10-K for the year ended
December 29, 1990. This agreement is required to be filed as an
exhibit to this Form 10-K pursuant to Item 14(c) of Form 10-K.
10.7 Form of amendment to Key Executive Employment and Severance
Agreement between Schultz Sav-O Stores and each of Michael R.
Houser and William K. Jacobson. Incorporated by reference to
Exhibit 10.13 to our Quarterly Report on Form 10-Q for the period
ended July 18, 1998. This agreement is required to be filed as an
exhibit to this Form 10-K pursuant to Item 14(c) of Form 10-K.
10.8 Form of Key Executive Employment and Severance Agreement, dated
as of May 10, 2000 between Schultz Sav-O Stores and Elwood F.
Winn and dated as of February 23, 2001 between Schultz Sav-O
Stores and each of Armand C. Go and Thomas J. Timler. The only
substantive differences between the Key Executive Employment and
Severance Agreements between Messrs. Winn, Go and Timler is that
Mr. Winn's agreement provides that, following a "change of
control" of the company (as defined in the severance agreements),
Mr. Winn will be employed in the same position for three years
(or, if his services are not retained, he will continue to
receive the salary and certain other benefits he received
immediately prior to the change of control for a period of three
years) and the agreements signed by Messrs. Go and Timler contain
similar provisions covering a two-year period after a change of
control. This agreement is required to be filed as an exhibit to
this Form 10-K pursuant to Item 14(c) of Form 10-K.*
10.9 Membership and Licensing Agreement dated August 1, 1973 by and
between Topco Associates, Inc. (Cooperative) and Schultz Sav-O
Stores. Incorporated by reference to Exhibit 10.6 to our Annual
Report on Form 10-K for the year ended December 30, 1996.
10.10 Articles of Incorporation of Topco Associates, Inc.
(Cooperative). Incorporated by reference to Exhibit 10.12 to our
Annual Report on Form 10-K for the year ended December 31, 1988.
10.11 Bylaws of Topco Associates, Inc. (Cooperative), as amended
through June 7, 1996. Incorporated by reference to Exhibit 10.8
to our Annual Report on Form 10-K for the year ended December 30,
1996.
10.12 1990 Stock Option Plan, as amended and restated as of October 15,
1998. Incorporated by reference to Exhibit 10.16 to our Quarterly
Report on Form 10-Q for the period ended October 10, 1998. This
plan is required to be filed as an exhibit to this Form 10-K
pursuant to Item 14(c) of Form 10-K.
10.13 1995 Equity Incentive Plan, as amended and restated as of
December 14, 2000 (subject to shareholder approval). This plan is
required to be filed as an exhibit to this Form 10-K pursuant to
Item 14(c) of Form 10-K.*
E-2
Exhibit No. Description
- ---------- -----------
10.14 Form of Nonqualified Stock Option Agreement under 1995 Equity
Incentive Plan. Incorporated by reference to Exhibit 10.13 to our
Annual Report on Form 10-K for the year ended January 2, 1999.
This form of agreement is required to be filed as an exhibit to
this Form 10-K pursuant to Item 14(c) of Form 10-K.
10.15 Schultz Sav-O Stores, Inc. Executive Benefit Restoration Plan.
Incorporated by reference to Exhibit 10.10 to our Annual Report
on Form 10-K for the year ended December 31, 1994. This Plan is
required to be filed as an exhibit to this Form 10-K pursuant to
Item 14(c) of Form 10-K.
10.16 Schultz Sav-O Stores, Inc. Officer Annual Incentive Plan, as
amended and restated as of February 12, 2001. This plan is
required to be filed as an exhibit to this Form 10-K pursuant to
Item 14(c) of Form 10-K.*
10.17 Loan Agreement, dated as of December 3, 1992, among Schultz Sav-O
Stores, M&I Marshall & Ilsley Bank and Firstar Bank (Milwaukee),
as amended as of December 31, 1998. Incorporated by reference to
Exhibit 10.16 to our Annual Report on Form 10-K for the year
ended January 2, 1999.
10.18 Fifth Amendment (dated as of May 31, 2000) to Loan Agreement,
dated as of December 3, 1992, among Schultz Sav-O Stores, M&I
Marshall & Ilsley Bank and Firstar Bank (Milwaukee).*
10.19 2001 Nonemployee Director Stock Option Plan, as adopted by the
Board of Directors (subject to shareholder approval) as of
December 14, 2000. This plan is required to be filed as an
exhibit to this Form 10-K pursuant to Item 14(c) of Form 10-K.*
10.20 Form of Nonqualified Stock Option Agreement under 2001
Nonemployee Director Stock Option Plan. This form of agreement is
required to be filed as an exhibit to this Form 10-K pursuant to
Item 14(c) of Form 10-K.*
13 Portions of the 2000 Annual Report to Shareholders expressly
incorporated by reference into this Form 10-K.
21 Subsidiaries of Registrant.
23 Consent of Independent Public Accountants.
99 Definitive Proxy Statement for the 2001 Annual Meeting of
Shareholders (to be filed with the Commission under Regulation
14A within 120 days after the end of our fiscal year and, upon
such filing, incorporated by reference herein to the extent
indicated in this Form 10-K).
* Previously filed.
E-3