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 January 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15[d] OF
THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-19830
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EAGLE HARDWARE & GARDEN, INC.
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1465348
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
981 POWELL AVENUE SW RENTON, WA 98055
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(Address of principal executive offices)
(206) 227-5740
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(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
REGISTERED
Common Stock (symbol: "EAGL") The Nasdaq National Market
6.25% convertible subordinated
debentures due 2001 (symbol: "EAGLG") The Nasdaq National Market
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
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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. ( )
The aggregate market value of the Common Stock of the Registrant held by
nonaffiliates of the Registrant on April 1, 1997, was $437,889,468. For the
purposes of this response, executive officers and directors are deemed to be the
affiliates of the Registrant and the holding by nonaffiliates was computed as
23,199,442 shares.
The Registrant had 28,898,406 shares of Common Stock, without par value,
outstanding at April 1, 1997.
Total number of pages, including cover page: Exhibit Index appears at page .
-- --
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DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Registrant's 1996 Annual Report to Shareholders are
incorporated by reference into Part II; and
(2) Portions of the Registrant's definitive Proxy Statement to be filed with
the Securities and Exchange Commission in connection with its 1997 Annual
Meeting of Shareholders are incorporated by reference into Part III hereof.
FORWARD-LOOKING STATEMENTS
Some of the information in this Annual Report, including anticipated store
openings, capital requirements and trends in the Company's markets, constitute
forward-looking statements. These statements are subject to a number of risks
and uncertainties that might cause actual results to differ materially from
stated expectations. These risks include, among others, the highly competitive
environment in the retail home improvement industry, the effect of general
economic conditions and weather in the Company's markets and the Company's
ability to achieve its expansion plans and successfully manage its growth. (See
Item 1 - Business - Risk Factors)
PART I
ITEM 1 - BUSINESS -
GENERAL
Eagle Hardware & Garden, Inc. ("Eagle Hardware" or the "Company") is a
leading operator of customer-friendly home improvement centers in the western
United States. Since opening its first store in Spokane, Washington in
November 1990, the Company has grown to 30 stores with over 3.7 million square
feet of selling space. Eagle Hardware stores generated average annual sales per
store of $31.0 million in 1996, the second highest in the industry. The
Company's stores average approximately 125,000 square feet and feature a product
assortment of over 60,000 stock keeping units ("SKUs"), significantly more than
the Company's principal competitors, while maintaining an average in-stock
position of over 98%. Since its inception, the Company has focused on creating
the best home improvement shopping experience for its customers by combining the
selection and value associated with traditional warehouse-format home centers
with the comfortable atmosphere and service orientation of specialty retailers.
The Company has differentiated its stores from those of other warehouse
home improvement retailers by providing a bright, clean and well-organized
customer-friendly shopping environment and by offering "More of Everything-
Registered Trademark-," with one of the broadest and deepest selections of brand
name home improvement products available in the United States. Through its
highly trained sales associates, Eagle Experts-TM- and Eagle Service
Specialists-TM-, the Company provides exceptional customer service to both its
target do-it-yourself customers, as well as professional contractors. The
Company believes the successful implementation of its business strategy has made
Eagle Hardware a more appealing destination for home improvement shoppers,
including female customers, who favor the customer-oriented shopping environment
of the Company's stores over the often confusing atmosphere of traditional
warehouse-format home centers.
INDUSTRY OVERVIEW
According to industry publications, the do-it-yourself home improvement industry
in the United States generated aggregate revenues of approximately $135 billion
in 1996. Over the last 10 years, the industry has undergone significant changes,
with the warehouse-format home center retailers gaining significant market share
in a
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number of markets in the United States relative to traditional home center,
hardware and lumber yard operators, by offering lower prices and taking
advantage of economies created by larger sales volumes. Although the home
improvement industry remains fragmented, it has experienced increasing
consolidation during recent years, with the sales of the five largest operators
representing approximately 27% of the estimated overall market in 1996 as
compared to 15% of the overall market in 1991. The Company believes this trend
will continue, and that opportunities exist for service-oriented home
improvement retailers to benefit from this continuing consolidation.
BUSINESS STRATEGY
The Company's goal is to be the premier operator of customer-oriented home
improvement centers in the United States. To achieve this goal, Eagle Hardware
has developed and is implementing a business strategy designed to satisfy the
preferences expressed by its target do-it-yourself customers by combining
selection and value with exceptional customer service and convenience. The key
elements of the Company's strategy are as follows:
CUSTOMER-FRIENDLY STORE ENVIRONMENT The Company strives to create the best
shopping experience by providing a customer-friendly store environment that
is clean, attractive and "easy to shop," with bold signage, wide, brightly
lit aisles and well-marked departments designed to help customers easily
find desired merchandise categories. For ease of access, the Company's
innovative Design Center is typically positioned centrally within the store
and adjacent to 8,000 square feet of fully furnished and accessorized
kitchen and bath displays to allow customers to view products in real-life
settings. A tiled "racetrack" aisle encircles the Design Center and related
departments for easy customer access to the other merchandise departments
within the store. Seventeen to 26 cash registers are positioned at various
places in each store to facilitate rapid check-out. These and other
features provide Eagle Hardware customers with an enjoyable shopping
experience in a specialty-store environment.
"MORE OF EVERYTHING -Registered Trademark-" MERCHANDISING PHILOSOPHY Eagle
Hardware offers one of the broadest and deepest selections of virtually
every category of home improvement merchandise in the United States,
providing one-stop shopping for its target do-it-yourself customers as well
as professional contractors. In addition to serving the major project needs
of its customers, the Company also targets "fix-it" repair and maintenance
customers. The Company's home centers average approximately 125,000 square
feet (excluding storage and exterior garden square footage) of retail floor
space and the product selection of each Eagle Hardware home center consists
of over 60,000 SKUs. According to NATIONAL HOME CENTER NEWS, this amount is
more than twice the average number of SKUs carried by the 30 largest
domestic hardware and home improvement stores. The Company's home centers
also carry significantly more SKUs than its principal competitors, while
maintaining an average in-stock position of over 98%.
EXCEPTIONAL SERVICE To further enhance the Eagle Hardware shopping
experience, the Company is committed to providing outstanding customer
service. To best serve the needs of its do-it-yourself and professional
customers, all Eagle Hardware associates are trained to provide the
in-depth product knowledge and high levels of service typically associated
with specialty stores. To support this level of service, the Company has
developed and implemented a comprehensive training program, administered by
each store's training director, which includes weekly training sessions for
all associates focusing on service, selling and product knowledge. Through
independent study and testing on product knowledge, these associates can
achieve Eagle Expert-TM- certification and qualify for higher compensation.
To complement the Company's commitment to customer service, each Eagle
Hardware store has two Eagle Service Specialists-TM- who work directly with
customers to furnish unique and personalized solutions for special orders,
installation, major projects and other requests. In addition, in its effort
to be the "Nordstrom" of the home improvement industry in terms of customer
service, the Company maintains a "no-hassle" return policy to make it easy
for customers to return or exchange products.
CONVENIENT LOCATIONS Recognizing the importance of convenience in the
customer's decision-making process, the Company places a priority on
developing new stores in locations that maximize convenience and
accessibility. Management's experience in the western United States has
allowed the Company to
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develop an in-depth understanding of its existing and targeted new markets,
which the Company believes has allowed it to identify and secure favorable
sites for new stores. The Company typically locates its stores near major
freeways or thoroughfares to provide convenient access and greater
visibility.
EVERYDAY LOW PRICES Eagle Hardware has a policy of maintaining everyday
low prices on products carried by other home centers and generally does not
engage in promotional sale pricing. The Company will match prices on
products carried by competing home centers. At the same time, the Company
benefits from higher margins on hard-to-find merchandise and on products
not carried by its competitors.
EXPANSION STRATEGY
The Company's expansion strategy is two-fold. The first element of the
Company's strategy is to cluster multiple home centers in metropolitan areas.
This clustering strategy is designed to saturate larger markets in order to
increase market share and operating leverage. The second element of the
Company's strategy is to operate home centers in single-store markets. This
strategy is designed to establish favorable market positions in small markets in
which the Company believes operating costs are typically lower and competition
is less intense.
CLUSTER STORES IN METROPOLITAN MARKETS To provide more convenient access
to its stores, expand its total market share and achieve economies of
scale, the Company's strategy is to continue clustering stores in its
existing metropolitan markets, such as Seattle, Salt Lake City and Denver,
and enter additional metropolitan markets in the western United States. The
Company believes this strategy has enabled it to achieve the largest market
share in the greater Seattle area. Consistent with this strategy, the
Company has opened two new stores in the Seattle market in early fiscal
1997 and currently plans to open two new stores in the Denver market later
in fiscal 1997. The Company intends to continue to apply its clustering
strategy in additional metropolitan areas over time.
OPEN HOME CENTERS IN SINGLE-STORE MARKETS The second element of the
Company's strategy is to open home centers in single-store markets. The
Company believes that these markets typically have less competition from
other home centers, provide lower operating costs, such as rent and
advertising, and represent numerous expansion opportunities. The Company
currently operates home centers in single-store markets such as Kennewick
and Yakima, Washington, Medford, Oregon and Billings, Montana. The Company
believes that there are a substantial number of single-store market
opportunities in the western United States, including certain smaller
markets in California. To augment this expansion strategy, the Company has
recently opened three stores utilizing a new prototype designed for certain
single-store markets.
In choosing specific sites within a market, the Company takes into account
numerous factors, including local demographics and spending patterns, the
average age of the homes in the area, traffic patterns, the location of
competitors and overall retail activity. The following table shows the location,
anticipated opening, size and status of each of the Company's currently planned
store openings for fiscal 1997:
STORE LOCATION ANTICIPATED OPENING SELLING SQUARE FEET SITE STATUS
GREATER SEATTLE:
N. Seattle, Washington Opened February 13, 1997 120,100 Open
Tacoma, Washington Opened March 20, 1997 132,078 Open
GREATER DENVER:
Lakewood, Colorado Fourth Fiscal Quarter 1997 121,900 Under Contract
Northglenn, Colorado Fourth Fiscal Quarter 1997 123,461 Under Contract
SINGLE-STORE MARKETS:
Kahului (Maui), Hawaii Opened March 13, 1997 122,839(1) Open
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(1) Includes an attached drive-through lumber and building materials yard
consisting of 30,825 square feet.
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STORE DESIGN
Since its inception, the Company has focused on creating the best home
improvement shopping experience for its customers by combining the selection and
value associated with traditional warehouse-format home centers with the
comfortable atmosphere and service orientation of specialty retailers. The
Company's home centers are constructed based on a standardized plan developed
from management's research and extensive industry experience. The focal point of
the Company's home centers is an innovative Design Center, which is intended to
stimulate home improvement ideas by conveying the image of a free home show
every day. The Design Center is typically adjacent to an area of approximately
8,000 square feet featuring kitchen and bath displays in fully accessorized
real-life settings and a wide assortment of countertops, wallpaper, floor
coverings and window treatments. Eagle Hardware's design coordinators work with
customers at the Design Center to conceptualize and plan virtually any home
decorating project.
The Design Center is surrounded by a tiled "racetrack" aisle, providing
convenient access to the store's various departments, which are located in
well-defined areas around the central core. Related departments are located
adjacent to one another and merchandise is displayed in a consistent manner
according to centrally developed plan-o-grams. Each department is designed for
effective product presentation to appeal to specific customer needs. High
warehouse-style racking is blended with attractive displays and wide, brightly
lit aisles.
Most Eagle Hardware stores have an additional entrance and exit, cashier
and loading area conveniently located near the lumber and building materials
department. This separate access enables customers to obtain their lumber and
building supplies quickly and comfortably, without having to carry merchandise
through other departments. Employees are available to help customers load their
vehicles. The Company believes that its customer-friendly store format, with
well-defined departments, provides customers with an attractive shopping
environment, as well as the ability to locate merchandise easily and check out
quickly.
The Company has recently augmented its expansion strategy by opening new
stores utilizing a new prototype designed for certain single-store markets. This
prototype consists of a main store of approximately 95,000 square feet and
includes certain features intended to cater to the unique needs of
do-it-yourself and professional customers in small markets, including an
attached drive-through lumber and building materials yard of approximately
60,000 square feet. Further, the new prototype offers the professional customer
a wider range of products and services, including a contractor's office with
phone and fax capabilities, in addition to job site delivery. As with the larger
Eagle Hardware stores, the new prototype will continue to offer "More of
Everything-Registered Trademark-" with a product assortment of over 60,000 SKUs.
The Company has opened three stores utilizing this new prototype.
MERCHANDISING
PRODUCT SELECTION AND DISPLAY Through its broad merchandising selection, Eagle
Hardware seeks to offer "More of Everything-Registered Trademark-" to its
customers and create a one-stop shopping environment where do-it-yourself
customers and professional contractors can purchase all necessary items in a
highly efficient manner. The Company's merchandise selection is broad enough to
allow both do-it-yourself customers and professional contractors to purchase
virtually every item needed to build an entire house, including many items not
generally carried by competitors. The Company believes that its SKU count of
over 60,000 items is broader than its primary warehouse home center competitors.
According to NATIONAL HOME CENTER NEWS, this amount is more than twice the
average number of items carried by the 30 largest domestic hardware and home
improvement stores. The Company's home centers also maintain an average in-stock
position of over 98%.
The major departments in each Eagle Hardware home center are plumbing,
electrical and lighting; lumber and building materials; paint and decor; tools
and hardware; and lawn and garden supplies. The Company's percentages of net
sales by product categories have been fairly stable over time. The following
table sets forth the Company's percentage of net sales by product categories for
fiscal 1996:
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Categories Percent
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Plumbing, electrical and lighting_________________ 27%
Lumber and building materials_____________________ 24
Paint and decor___________________________________ 18
Tools and hardware________________________________ 16
Lawn and garden supplies__________________________ 15
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Total net sales 100%
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The number of items described below may vary slightly from store to store
based on local market characteristics.
EAGLE HARDWARE'S DESIGN CENTER is the focal point of the central core of
each of the Company's home centers. The central core features different kitchen
and bathroom displays, approximately 27 styles of kitchen cabinets, brand name
appliances such as G.E., Jenn-Air, Kitchen Aid and Whirlpool and a large
selection of bathroom fixtures. Many of the kitchen and bath displays are
arranged in fully accessorized real-life settings. A wide assortment of
countertops, wallpaper, floor coverings and window treatments is also offered.
Eagle Hardware's design coordinators, using specially programmed computers,
color coordination boards and a variety of free literature, work with customers
to conceptualize and plan virtually any home decorating project. The Design
Center is supported and complemented by the surrounding departments, which are
designed in part to provide customers with one-stop shopping to implement
projects conceived in the Design Center.
EAGLE HARDWARE'S PAINT AND DECOR DEPARTMENT carries a wide variety of
indoor and outdoor paints and stains. A computerized color matching service
helps customers analyze and select paint and stain colors more easily. The
Company's paint inventory includes competitively priced private label paints as
well as high-quality, brand name products. In addition to its large selection of
paints, stains and accessories, this department also carries a full line of
window coverings, carpet and other floor coverings, ceramic tiles, mirrors and
approximately 650 different wallpaper patterns and borders in stock. There is
also an extensive offering of wallpaper available by special order. The
department also stocks more than 60 kinds of ladders and over 600 SKUs of closet
and storage materials and accessories.
EAGLE HARDWARE'S PLUMBING DEPARTMENT carries over 250 brand name faucets,
valves and shower heads, from manufacturers such as Delta, Moen and Price
Pfister, as well as imports from Europe, such as Grohe, which are not generally
carried by other home centers. Hundreds of other models, including those from
Kohler and Chicago Faucet, are available through special order. This department
stocks lines from three major domestic manufacturers of plumbing fixtures,
including American Standard, Briggs and Kohler and offers a complete line of
Jacuzzi equipment. Eagle Hardware carries full lines of plastic, galvanized and
copper pipe products, ranging from 1/8-inch to six-inch diameters. This
department also stocks over 1,320 different gaskets, stems and miscellaneous
parts for faucets and valves, and is equipped to custom cut and thread steel
pipe for customers, from 1/2-inch diameter to four-inch diameter.
EAGLE HARDWARE'S TOOLS AND HARDWARE DEPARTMENT not only carries major
brands of do-it-yourself tools and accessories, but also a wide selection of
commercial tools for contractors. As an example of the breadth of selection in
this department, the Company stocks more than 120 types of hammers, over 2,400
different power tool accessories and more than 120 different circular saw
blades. The Company also carries a wide range of contractors' tools such as
generators, concrete saws, tile and brick saws, table saws, drill presses,
welding equipment, pressure washers and trash pumps. The Company stocks a
variety of brand name power tools, including Black & Decker, Delta, DeWalt,
Hitachi, Homelite, MK Diamond, Makita, Milwaukee, Porter Cable, Ryobi, Senco,
Skil, Stanley Bostitch, Wen and Wissota. Many harder-to-find specialty tools are
also offered. This department features over 3,700 innovative "flip bins" filled
with hardware items that are not typically offered by the Company's competitors,
from plastic tips for chair legs to bumpers, crown corks, corrugated fasteners
and metric fasteners. The fastener selection ranges from common nuts and bolts
to industrial grade 150,000-pound tensile strength fasteners. The Company
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carries over 85 varieties of chain, more than 180 types of rope and over 350
kinds of hinges, as well as hard-to-find items such as horseshoes and industrial
hose sold by the foot.
EAGLE HARDWARE'S ELECTRICAL DEPARTMENT carries 100 different heaters and
fans, more than 260 different telephones and accessories, over 360 different
switch plates and more than 260 different light bulbs, many of which are not
carried by competing home centers. This department stocks virtually every kind
of conduit and circuit breaker commonly used in residential structures in the
western United States and also carries specialized tools for professional
electricians.
EAGLE HARDWARE'S LIGHTING DEPARTMENT displays more lighting fixtures than
any other major home center in the United States of which the Company is aware.
This department features over 1,500 different styles of lighting fixtures,
priced from under $10 to over $2,500, more than 450 kinds of lamp parts, over
120 styles of lamp shades and over 150 types of replacement glass for light
fixtures.
EAGLE HARDWARE'S LAWN AND GARDEN DEPARTMENT carries a broad selection of
hand and power gardening and lawn tools, as well as a wide variety of brand name
fertilizers, sprays and other chemicals. The lawn and garden department also
carries a broad range of seasonal nursery plants, shrubs and bedding plants, as
well as patio products. The Company carries a full line of lawn and garden
supplies and products including such brand names as Ames Tools, Black & Decker,
Homelite, Ortho, Scotts, Toro and Weedeater. To build the plant section of the
Company's lawn and garden department into a year-round business, most stores
have an indoor plant trellis and display area ranging in size from approximately
1,200 to 1,500 square feet. In certain markets, covered outdoor greenhouses have
been added to further establish the lawn and garden department as a year-round
business. The Company carries a large inventory of live indoor plants,
supplemented by a full line of silk flowers and greenery.
EAGLE HARDWARE'S LUMBER AND BUILDING MATERIALS DEPARTMENT carries a full
line of windows and doors, including wood, aluminum and vinyl windows and
exterior and interior doors from Jeld-Wen Corporation. On a special order basis,
Eagle Hardware offers the Pro-Line, Designer and Architectural Series of wood
windows from Pella. This department stocks lumber up to 16 feet in length and
from two to 12 inches in width, 400 types of decorative moldings, a full line of
Armstrong ceiling tile, a wide variety of plywood, particle board, metal fencing
and roofing materials, including roll, three-tab, metal and fiberglass, and a
large selection of roof coatings.
PRICING Eagle Hardware emphasizes its policy of maintaining everyday low prices
on products carried by competitors and does not generally engage in promotional
advertising that emphasizes sale pricing. The Company will match prices on
products carried by competing home centers. At the same time, the Company
benefits from higher margins on hard-to-find merchandise and on products not
carried by its competitors. Although Eagle Hardware's goal is to be perceived as
very price competitive by its customers, the Company believes that enabling
customers to purchase all of the items needed for a particular project at one
place is more important than offering the lowest price on any single item.
MARKETING The Company's marketing programs are designed to create an awareness
of Eagle Hardware's comprehensive selection of brand name merchandise, superior
customer service and everyday low prices. The Company's marketing department
develops all aspects of the Company's advertising, marketing and new promotional
programs. The Company's primary advertising vehicle in each of its markets
consists of four-color newspaper inserts designed by the Company's in-house
graphics department. The Company also utilizes television and limited radio and
billboard advertising.
A number of Eagle Hardware television advertisements in the Seattle market
area feature local professional athletes such as Randy Johnson, Jay Buhner and
Edgar Martinez of the Seattle Mariners major league baseball team. The Company
also sponsors promotional activities at professional sporting events from time
to time. The Company believes that these marketing programs both enhance
customer awareness of the Eagle Hardware & Garden-Registered Trademark- name and
foster support in the local community.
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CUSTOMER SERVICE
Eagle Hardware is committed to providing superior customer service.
Carefully selected Eagle Experts-TM-, many with extensive experience in their
respective fields, are available throughout the store to provide specialized
advice to do-it-yourself customers and professional contractors. Additional
specialized personnel are available in every department, including the Design
Center and the Project Service Center, to help customers conceptualize and plan
virtually any home improvement project. To complement the Company's commitment
to customer service, each Eagle Hardware store has two Eagle Service
Specialists-TM-. These Service Specialists work directly with customers to
furnish unique and personalized solutions for special orders, installation,
major projects and other requests.
In an effort to enhance its shopping environment, Eagle Hardware employees
perform all store restocking after hours in order to keep the aisles clear and
minimize customer disruption during business hours. Each of the Company's stores
has from 17 to 26 cash registers, enabling customers to pay for their
merchandise quickly. Customer questions, problems, returns and exchanges are
handled at a convenient service desk near the main entrance of the store. A
"no-hassle" return policy makes it easy for customers to return or exchange
products.
Most Eagle Hardware stores have a lounge area which contains convenient
seating, telephones and vending machines. The Company offers free electric carts
and wheelchairs for the disabled, three-wheeled baby strollers and a baby
changing area. The Company offers a credit card to qualified contractors,
businesses and retail customers under a program owned and operated by a third
party. Eagle Hardware customers can also pay by Visa, MasterCard, Discover and
American Express. Eagle Hardware home centers are open seven days a week and
most stores operate Monday through Saturday from 7:00 a.m. to 9:00 p.m. and on
Sunday from 9:00 a.m. to 7:00 p.m.
SPECIALIZED SERVICES Eagle Hardware offers a number of specialized services,
many of which are not offered by its competitors. These services include a cut
shop, an on-site locksmith, an Idea Center, a Project Service Center and a
separate lumber and building materials cashier and loading area. In addition,
the Company offers a delivery service and a product installation service.
CUT SHOP Eagle Hardware stores offer a cut shop where customers can have window
screen, fencing, glass, netting, chain, cable, hose, rope and a variety of other
materials custom cut and, in some instances, custom made. Custom cutting is done
free of charge or, on large projects, for a competitive fee. Lumber cutting is
complimentary for up to two pieces of material and is done in the lumber and
building materials department.
LOCKSMITH SERVICE All Eagle Hardware stores have a full-time locksmith
available for on-site consultation and assistance with locks, keys and home and
commercial security systems. The locksmith is also available for field calls.
IDEA CENTER Each of the Company's home centers features an Idea Center where
do-it-yourself books, plans and video tapes are offered for purchase. Free
product literature and do-it-yourself pamphlets are also available. Eagle
Hardware personnel conduct workshops on a variety of subjects, ranging from
basic electrical wiring to wallpaper hanging and ceramic tile installation.
PROJECT SERVICE CENTER To assist do-it-yourself customers and contractors,
Eagle Experts-TM- and other specially trained personnel are available at the
Project Service Center, located in the lumber and building materials department,
to assist in designing and planning projects, and to help select the appropriate
materials. Free estimates for customer projects are prepared at the Project
Service Center.
LUMBER AND BUILDING MATERIALS CASHIER AND LOADING AREA Most Eagle Hardware
stores have an additional entrance and exit, cashier and loading area
conveniently located near the lumber and building materials department. This
separate access enables customers to obtain their lumber and building supplies
quickly and comfortably, without having to carry merchandise through other
departments. In addition, the Company's employees assist customers in loading
their vehicles.
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DELIVERY SERVICE The Company offers a low cost delivery service at each of its
stores. Each truck is fully equipped, including a large capacity, rough terrain
forklift.
PRODUCT INSTALLATION SERVICE Most Eagle Hardware stores offer professional
product installation services. The Company has an agreement with a regional
installation company to provide basic installation for a number of the products
that the Company sells. This service is coordinated by Eagle Hardware personnel
to ensure customer satisfaction and a competitive fee structure.
EMPLOYEE TRAINING AND COMPENSATION
Eagle Hardware strives to develop the technical and interpersonal skills of
its store personnel to ensure that customers consistently receive knowledgeable
and courteous assistance. The Company provides extensive training for its entry
level store personnel through a comprehensive in-house training program that
combines on-the-job training with formal seminars and meetings. On an ongoing
basis, store personnel attend frequent in-house training sessions conducted by
the Company's training staff or by manufacturers' representatives, and receive
sales, product and other information in frequent manager meetings. Through
independent study and testing of product knowledge, sales associates can achieve
Eagle Expert-TM- certification and qualify for higher compensation.
Detailed training records are kept on all Eagle Hardware store personnel,
including the date and subject of each training session. To further develop the
professional skills of store personnel, the Company has appointed an on-site
training director for each store. The store training director is responsible for
supervising, organizing and scheduling all store training activities and
customer workshops. Working in conjunction with the store manager, the store
training director ensures that all store personnel attend weekly training
meetings and that training records are kept up to date. Additionally, the store
training director is responsible for instructing store personnel in the
Company's policies and procedures. The Company's training program is supervised
by a Vice President who has over 20 years of experience training home center
employees.
As part of its commitment to exceptional customer service, Eagle Hardware
strives to attract experienced and qualified personnel by paying competitive
wages in each of its markets. The Company expects that certain of its store
managers will receive total compensation of over $125,000 in the current fiscal
year, which the Company believes is more than the compensation received by store
managers for many other home center chains. Most of Eagle Hardware's store
personnel are paid on an hourly basis. All store sales and sales support
personnel are eligible to receive quarterly discretionary bonuses that are
determined on the basis of customer service and overall store sales. Store
managers and assistant managers are paid bonuses based on certain criteria,
including sales, gross margin, inventory turns, controllable expenses and
in-stock position. Corporate buyers are paid bonuses based on the attainment of
certain sales and gross margin goals. Certain other corporate management
personnel are paid bonuses based on total Company pretax income. The Company
believes that its bonus plan is both unique in its industry and highly
motivational, in part because store manager bonuses can equal up to 100% of base
compensation.
In addition to competitive wages, Eagle Hardware offers its employees a
comprehensive benefits program. Full-time employees are eligible to participate
in an Employee Stock Ownership Plan ("ESOP") after 24 months of service. Under
the ESOP, an employee may be credited with a maximum annual contribution of 10%
of annual salary up to a maximum contribution of $3,500. Funds credited to
individual accounts in the ESOP will be invested primarily in the Common Stock
of the Company. The Company also maintains a 401(k) retirement savings plan.
Eagle Hardware also offers a stock option plan under which certain
employees are granted options to purchase the Company's Common Stock at its fair
market value on the date of grant. Options generally vest over a five-year
period and are exercisable for a period of 10 years.
Eagle Hardware believes that its total compensation plan and the
opportunities it offers employees for advancement within the Company are key to
employee performance, motivation and retention. Management believes
9
that it has a lower-than-average employee turnover rate, due, in part, to its
comprehensive compensation benefits plan.
PURCHASING AND DISTRIBUTION
The Company purchases most of its merchandise directly from manufacturers.
Eagle Hardware has a staff of ten buyers, each of whom has responsibility for
specified product categories. The Company is not dependent on any single vendor
and believes that alternative sources are available for virtually all of its
products. The Company operates principally on a purchase order basis and
typically does not maintain long-term purchase contracts with its vendors.
Approximately 80% of the merchandise purchased by the Company is shipped by
the vendors directly to its stores. In order to help maintain a high in-stock
position and to improve inventory management and distribution efficiencies as
the number of its stores increases, the Company operates a 214,000 square foot
warehouse and distribution facility in the Puget Sound area. This facility is
used for stocking and distributing merchandise purchased overseas and from
certain domestic vendors, for cross-docking merchandise transferred between
stores and for the consolidation of freight for the Alaska and Hawaii stores.
The distribution center ships merchandise to most of the Company's stores at
least weekly using a combination of Company-owned equipment and common carriers.
In addition to its primary warehouse and distribution facility, as of January
31, 1997, the Company also leased additional warehouse space totaling
approximately 125,000 square feet. As the Company grows, it will need to
continually analyze the sufficiency of its warehouse and distribution space and
will require additional facilities to support its planned growth.
MANAGEMENT INFORMATION SYSTEMS
The primary component of the Company's management information systems is
the JDA Retail Software package, which operates on an IBM AS/400 computer.
Corporate buyers utilize the JDA system to set up new items, order the initial
inventory for new stores and maintain store level prices. Each store is also
networked to the AS/400 for real-time receiving and replenishment. As an
additional component of the management information systems, each store is
equipped with point-of-sale scanning, price lookup and sales polling
capabilities utilizing a network of 17 to 26 registers per store. The Company
maintains its accounting information primarily on the IBM AS/400, utilizing
certain financial modules of the JDA system. In addition, the
warehouse/distribution center utilizes the JDA system in its daily operations.
The Company is currently refining its implementation of the perpetual inventory
reporting module of JDA. The Company will also need to continually evaluate the
adequacy of its management information systems, including its inventory control
and distribution systems, and in the future will need to upgrade or reconfigure
its management information systems to support its planned expansion.
COMPETITION
The home improvement, hardware and garden businesses are highly
competitive. The Company competes against traditional hardware, plumbing,
electrical and home supply retailers, as well as warehouse-format and discount
retail stores and catalog companies. Eagle Hardware's two-fold expansion
strategy is to cluster home centers in large metropolitan areas such as Seattle,
Salt Lake City and Denver, and to open single home centers in smaller markets.
Twelve of the Company's 30 existing stores are located in the greater
Seattle metropolitan market. Historically, Eagle Hardware's principal
competitors in this market have been Home Depot, Ernst Home Center ("Ernst"),
Fred Meyer and HomeBase. Home Depot, a warehouse-format home center with
approximately 500 stores in the United States, currently operates ten stores in
the Seattle metropolitan market. Two of these stores are located next to
existing Eagle Hardware stores. In addition, Home Depot is planning to open a
store in Bellevue, Washington. The Company's gross margin and operating income
are generally lower for stores located in markets where Home Depot also operates
stores.
10
Four of the Company's existing stores are located in the Salt Lake City
metropolitan market. Historically, the Company's principal competitors in this
market have been Home Depot, Ernst, Fred Meyer and HomeBase. Home Depot operates
three stores in the Salt Lake City market. Three of the Company's existing
stores are located in the Denver metropolitan market and the Company intends to
open additional stores in this market. The Company's principal competitors in
the Denver market are Home Depot, Builders' Square, HomeBase and Hugh M. Woods
(a unit of Payless Cashways).
Twelve of the Company's existing stores are located in smaller markets.
Historically, the Company's principal competitors in these markets have included
Ernst, Fred Meyer and HomeBase, as well as traditional hardware, plumbing,
electrical and home supply retailers. Home Depot recently opened a store in
Pueblo, Colorado. According to published reports, Home Depot has an option to
purchase a location in Spokane, Washington, where the Company operates two
stores. The Company's ability to expand into and operate profitably in new
markets, particularly small markets, may be adversely affected by the existence
or entry of competing warehouse-format home centers.
Ernst filed for Chapter 11 bankruptcy protection in July 1996 and
subsequently obtained approval from the court in November 1996 to conduct a
Chapter 7 orderly liquidation of assets. For a period of time prior to its
bankruptcy, the Company operated 21 stores in markets with Ernst stores.
Liquidation of the remaining stores was completed in the Company's fourth
quarter of fiscal 1996.
EMPLOYEES
Each Eagle Hardware home center employs approximately 120 to 250 full- and
part-time personnel, depending on the sales volume of the store and the time of
the year. Store management includes the store manager, a store
manager-in-training, four to five assistant store managers, department managers
and sales supervisors. As of January 31, 1997 the Company employed approximately
5,100 persons, of whom approximately 180 were in corporate administration. Of
these 5,100 persons, approximately 85% were full-time employees. Eagle Hardware
is not a party to any collective bargaining agreements and is not aware of any
efforts to unionize its employees. The Company considers its relations with its
employees to be good.
TRADEMARKS AND SERVICE MARKS
The Company holds a federal trademark registration for MORE OF EVERYTHING-
Registered Trademark- (and design) and a concurrent federal service mark
registration for EAGLE HARDWARE & GARDEN-Registered Trademark- (and design) for
the western United States. Eagle Food Centers, Inc., a grocery store chain in
the midwest, holds a concurrent federal registration for "Eagle" for the eastern
United States, and, with certain limited geographic exceptions, the parties
cross-license each other for use of the word "Eagle" in the other party's
geographic markets. The Company does not expect that this arrangement will
impact its ability to use the EAGLE HARDWARE & GARDEN-Registered Trademark- (and
design) mark in any states in which it currently operates or anticipates opening
stores. In addition, the Company claims common law rights to the foregoing and
various other trademarks and service marks.
RISK FACTORS
COMPETITION The home improvement, hardware and garden businesses are all
highly competitive. The Company competes against traditional hardware, plumbing,
electrical and home supply retailers, as well as warehouse-format and discount
retail stores and catalog companies. Twenty of the Company's 30 stores compete
in markets where Home Depot, a warehouse-format home center with approximately
500 stores in the United States, also operates stores. Four of these stores are
located next to existing Eagle Hardware stores. The Company's gross margin and
operating income are generally lower for stores located in markets where Home
Depot also operates
11
stores. The Company also currently competes against a number of other companies
in the western United States, including Fred Meyer, HomeBase, Builders' Square
and Hugh M. Woods (a unit of Payless Cashways). Many of the Company's
competitors have substantially greater resources than the Company. In addition,
there has been increasing consolidation within the home improvement industry,
which may provide certain entities with even stronger competitive advantages
over the Company. Moreover, the Company's ability to expand into and operate
profitably in new markets, particularly small markets, may be adversely affected
by the existence or entry of competing warehouse-format home centers.
Should Home Depot or any of the Company's other competitors reduce prices
in any of Eagle Hardware's markets, the Company may be required to implement
price reductions in order to remain competitive. In addition, although the
Company believes that alternative sources of merchandise are available, some of
the Company's competitors may attempt to negotiate exclusive supply arrangements
with certain of the Company's vendors, which could result in the loss of
individual sources of merchandise. The implementation of price reductions or the
loss of certain key vendors could have a material adverse effect on the
Company's business, financial condition and operating results.
EXPANSION PLANS The Company opened its first store in November 1990 and
currently operates 30 home improvement centers, averaging 125,000 square feet
(excluding storage and exterior garden square footage). The Company's expansion
strategy is to cluster multiple home centers in metropolitan areas such as
Seattle, Salt Lake City and Denver, and to open single home centers in small
markets. In the Company's experience, the opening of additional stores in
existing markets tends to negatively impact same store sales at existing stores.
The Company expects this trend, commonly referred to as "sales cannibalization,"
to continue as a result of its planned expansion program. Further, the Company's
ability to successfully execute its expansion strategy will depend, in large
part, on its ability to obtain suitable store sites at acceptable prices,
particularly sites meeting the large space requirements of Eagle Hardware
stores. In addition, the Company has encountered, and may continue to encounter,
substantial delays, increased expenses or loss of potential sites due to the
complexities associated with the regulatory and permitting process in markets in
which the Company intends to locate its stores. There can be no assurance that
the Company will be able to open the planned number of new stores according to
its store opening schedule; failure to do so could have a material adverse
effect on the Company's business, financial condition and operating results.
The Company recently augmented its expansion strategy to include a new
store prototype designed for selected single-store small markets. This prototype
consists of a main store of approximately 95,000 square feet and includes
certain features intended to cater to the unique needs of do-it-yourself and
professional customers in small markets, including an attached drive-through
lumber and building materials yard of approximately 60,000 square feet. The
Company is utilizing this prototype in Wenatchee, Washington, Pueblo, Colorado
and Kahului (Maui), Hawaii. Although the Company currently operates stores in
small markets, the first Eagle Hardware store based on this new prototype was
opened in August 1996; therefore, the Company's experience with the new
prototype is limited. The Company anticipates that average annual sales levels
achieved by stores located in small markets will be lower than those obtained by
stores operated in large metropolitan markets. In addition, there can be no
assurance that the Company's future stores, including those based on this new
prototype, will achieve anticipated sales and gross margin levels or that they
will prove to be profitable. Should any new store be unprofitable or should any
existing store experience a decline in profitability, the effect on the
Company's results of operations could be more significant than would be the case
with a larger company.
The construction of new store facilities and the conversion of existing
structures into Eagle Hardware stores are also subject to unexpected delays,
which could lead to higher costs. The Company's expansion further depends on its
ability to complete the improvements at its home centers in a timely manner, to
hire and train competent store managers and staff, and to integrate these
employees and new home centers into its overall systems and operations. Because
the Company will be expanding into geographic markets in which it has no
previous operating experience, it may face competitive challenges, delays or
other problems that are different from those encountered to date. There can be
no assurance that the Company will be able to enter new geographic markets
successfully.
The Company has signed agreements to purchase the land for three additional
stores scheduled to open during fiscal 1997 or 1998. As a result, the Company
will be required to finance the construction of the new store
12
buildings on these sites, and will incur significant inventory and capital
expenditures and preopening costs. The Company believes that its current cash
and short-term investments, cash generated from operations, in combination with
anticipated bank borrowings under the existing line of credit and the proceeds
of fixed-term capital asset loans and/or sale-leaseback transactions, will be
sufficient to satisfy its anticipated working capital, capital expenditure,
interest and debt service requirements through fiscal 1997. However, in the past
the Company has occasionally exceeded its capital expenditure budget
substantially as a result of project delays, construction cost overruns and
other factors, and the Company may be required to seek additional sources of
funds for its planned expansion. There can be no assurance that such funds will
be available on satisfactory terms. Failure to obtain such financing could delay
or prevent the Company's planned expansion, which could adversely affect the
Company's business, financial condition and operating results. In addition,
there can be no assurance that there will not be a decline in the market value
of the Company's properties, which could also have an adverse effect on the
Company's business, financial condition and operating results. (See Item 1 -
Business - Expansion Strategy)
ABILITY TO MANAGE GROWTH; DEPENDENCE ON ACCOUNTING AND MANAGEMENT
INFORMATION SYSTEMS The Company has experienced significant growth in recent
years and intends to continue its growth strategy. This strategy will require an
increase in Company personnel, particularly store managers and sales associates,
who possess the training and experience necessary to operate the Company's new
stores. There can be no assurance that the Company will be able to continue to
attract, develop and retain the personnel necessary to pursue its growth
strategy. In addition, Eagle Hardware's rapid growth has placed significant
pressure on its accounting systems and internal controls. During fiscal 1991 and
fiscal 1992, the Company experienced an inventory shortage and other accounting
problems that were due in part to weaknesses in accounting systems and internal
controls. The Company has taken a number of steps over the past several years to
improve its accounting systems and internal controls. However, there can be no
assurance that additional problems associated with the Company's rapid growth
will not occur in the future. Any such additional problems could have a material
adverse impact on the Company's business, financial condition and results of
operation. The Company will also need to continually evaluate the adequacy of
its management information systems, including its inventory control and
distribution systems, and in the future will need to upgrade or reconfigure its
management information systems to support its planned expansion. While the
Company has taken a number of precautions against certain events that could
disrupt the operation of its management information systems, including in
connection with its planned systems revisions, there can be no assurance that
the Company will not experience systems failures or interruptions, which could
have a material adverse effect on its business, financial condition and
operating results. Further, the Company currently relies on a single outside
vendor for the software and support of its management information systems.
Although the Company believes that alternative information systems vendors are
available, in the event it were to change vendors, the Company could experience
systems delays or interruptions, which could have a material adverse effect on
the Company's business, financial condition and operating results. Moreover, as
the Company grows, it will need to continually analyze the sufficiency of its
warehouse and distribution space and will require additional facilities in order
to support such growth.
FLUCTUATIONS IN SAME STORE SALES A variety of factors affect the Company's
same store sales, including, among others, actions of competitors (including the
opening of additional stores in the Company's markets), the retail sales
environment, general economic conditions, weather conditions and the Company's
ability to execute its business strategy effectively. In addition, the Company's
expansion plans include the opening of additional stores in market areas where
the Company has already opened stores. The Company's experience has been that
opening such additional stores in the same market area reduces sales at existing
Company stores located in that area and the Company expects this sales
cannibalization to continue in the future. The Company's quarterly and annual
same store sales have fluctuated significantly in the past and may do so in the
future. The Company's annual same store sales increases (decreases) over the
prior year were (2%), (7%) and 11% in fiscal years 1994, 1995 and 1996,
respectively. New store openings by the Company in existing markets and
significant same store sales increases experienced in 1996, combined with other
factors such as competition and economic trends in the Company's markets, may
result in future same store sales increases lower than those experienced in
fiscal 1996. Moreover, there can be no assurance that same store sales for any
particular period will not decrease in the future. Changes in the Company's same
store sales have in the past and could in the future cause the price of the
Common Stock to fluctuate substantially.
13
FLUCTUATIONS IN QUARTERLY RESULTS AND SEASONALITY The Company's quarterly
operating results have fluctuated in the past and are expected to fluctuate in
the future as a result of a variety of factors, including the timing of store
openings and related preopening expenses, weather conditions, price increases by
suppliers, actions by competitors, conditions in the home improvement market and
the hardware industry in general, regional and national economic conditions and
other factors. Moreover, the Company expects its business to exhibit some
measure of seasonality, which the Company believes is typical of the retail home
center industry. The Company anticipates that its gross margin percentage will
generally be lower in the second and third quarters of each fiscal year, when
sales of lower-margin products are proportionately greater. The Company also
expects that, in general, individual stores will experience lower net sales and
operating income and that cash flow from operations will be lower in the fourth
quarter than in any other quarter, due primarily to the effect of winter weather
on home improvement projects and the lack of significant sales of lawn and
garden items during the quarter.
GENERAL ECONOMIC CONDITIONS The success of the Company's operations depends
on a number of economic conditions. In particular, higher mortgage interest
rates and slower housing turnover will generally have an adverse effect on the
Company's sales and earnings. The Company cannot predict with certainty the
effect on its future earnings if either the national or regional economies of
the United States face a downturn or encounter periods of high inflation and
rising interest rates.
GEOGRAPHIC CONCENTRATION As its operations are located entirely in the
western United States, the Company is subject to regional risks, such as the
economy, weather conditions, natural disasters and government regulations. If
the region were to suffer an economic downturn or other adverse regional events
occur, there may be an adverse impact on the Company's sales and profitability
and its ability to implement its planned expansion program. Some of the
Company's competitors, including Home Depot, operate stores across the United
States and thus are not as vulnerable as the Company to such regional risks.
DEPENDENCE ON KEY INDIVIDUALS The Company's success depends in large part
on the abilities and continued service of its executive officers and other key
employees, including David J. Heerensperger, the Company's founder, Chairman and
Chief Executive Officer, and Richard T. Takata, the Company's President and
Chief Operating Officer. Most of these individuals, including Messrs.
Heerensperger and Takata, are not subject to employment agreements that would
prevent them from leaving the Company. There can be no assurance that the
Company will be able to retain the services of such executive officers and other
key employees. The loss of key personnel could have a material adverse effect on
the Company's business, financial condition and operating results.
VOLATILITY OF STOCK PRICE The market price of the Common Stock has
fluctuated substantially since the Company's initial public offering in July
1992. There can be no assurance that the market price of the Common Stock will
not fluctuate significantly from its current level. Future announcements
concerning the Company or its competitors, quarterly variations in operating
results or same store sales, changes in product mix or prices by the Company or
its competitors, weather patterns or economic trends that may be perceived to
affect the demand for the Company's products, changes in earnings estimates by
analysts or changes in accounting policies, among other factors, could cause the
market price of the Common Stock to continue to fluctuate substantially. In
addition, stock markets have experienced extreme price and volume volatility in
recent years. This volatility has had a substantial effect on the market prices
of securities of many public companies for reasons frequently unrelated to the
operating performance of the specific companies. These broad market fluctuations
may adversely affect the market price of the Common Stock.
ANTITAKEOVER CONSIDERATIONS Certain provisions of the Company's Restated
Articles of Incorporation and Restated Bylaws, as well as the Washington
Business Corporation Act, could discourage a third party from attempting to
acquire, or make it more difficult for a third party to acquire, control of the
Company without approval of the Company's Board of Directors. Such provisions
could also limit the price that certain investors might be willing to pay in the
future for the Common Stock. Certain of such provisions allow the Board of
Directors to authorize the issuance of preferred stock with rights superior to
those of the Common Stock. Additionally, the Company's Restated Bylaws provide
for staggered terms for the Board of Directors. The Company is also subject to
the provisions of Chapter 23B.19 of the Washington Business Corporation Act,
which generally prohibits any "significant business transactions" within five
years of the date a person acquires 10% or more of the outstanding voting shares
of a
14
Washington corporation unless the transaction or the acquisition is approved
prior to the acquisition date by a majority of a company's then board of
directors. After the five-year period, a "significant business transaction" may
take place as long as it complies with certain "fair price" provisions of the
statute which generally prohibits "interested shareholder transactions" (such as
a merger, sale of assets or liquidation) with a person who beneficially owns 20%
or more of a corporation's outstanding voting securities, unless approved by a
majority vote of disinterested directors or a two-thirds vote of disinterested
shareholders. A corporation may not "opt out" of this statute. This provision
may have the effect of delaying, deferring or preventing a change in control of
the Company.
ITEM 2 - PROPERTIES -
The Company's headquarters consists of approximately 48,000 square feet of
leased office space in Renton, Washington. The Company leases warehouse and
distribution center space of approximately 339,000 square feet in Auburn,
Washington. The Company believes that such facilities will be sufficient to meet
the Company's needs through the end of fiscal 1997.
The Company leases 16 of its 30 existing stores under various lease terms
which, including renewal options, range from 21 to 51 years. The leases
generally provide for minimum annual rental amounts, with additional rental
payments based upon a percentage of gross store sales. These additional payments
range from 1.5% to 3.0% of annual gross sales in excess of a specified amount,
which ranges from $24.0 million to $50.0 million per store. One store lease
provides for additional payments of 0.75% of gross sales, with a specified
minimum dollar amount. In most cases, lease payments do not begin until a store
is operational.
The Company owns 14 of its existing stores and has signed agreements to
purchase sites for three future stores. In light of current economic conditions
and other strategic factors, the Company has increasingly elected to purchase
land for new store sites and finance the construction of new stores in order to
proceed expeditiously with its expansion program.
ITEM 3 - LEGAL PROCEEDINGS -
The Company is involved in various routine legal proceedings incident to
the ordinary course of its business. Management believes that the outcome of all
pending legal proceedings in the aggregate will not have a material adverse
effect on the Company's business, financial condition and operating results.
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 the fiscal year ended January 31, 1997.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS -
The information required by this Item is included in the Company's Annual
Report to Shareholders for the fiscal year ended January 31, 1997 under the
heading "Quarterly Stock Data" and is incorporated herein by this reference.
15
ITEM 6 - SELECTED FINANCIAL DATA -
The information required by this Item is included in the Company's Annual
Report to Shareholders for the fiscal year ended January 31, 1997 under the
heading "Five Year Summary of Selected Financial Data" and is incorporated
herein by this reference.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION -
The information required by this Item is included in the Company's Annual
Report to Shareholders for the fiscal year ended January 31, 1997 under the
heading "Management's Discussion and Analysis of Results of Operations and
Financial Condition" and is incorporated herein by this reference.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA -
The financial statements and other information required by this Item are
included in the Company's Annual Report to Shareholders for the fiscal year
ended January 31, 1997 at pages 10 through 30 and are incorporated herein by
this reference.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON AUDITING AND FINANCIAL
DISCLOSURE -
There were no changes in or disagreements with accountants on auditing and
financial disclosure during the fiscal year ended January 31, 1997.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT -
The information required by this Item is included in the Company's
definitive Proxy Statement for the Company's 1997 Annual Meeting of
Shareholders, to be filed with the Securities and Exchange Commission, under the
heading "Election of Directors" and is incorporated herein by this reference.
ITEM 11 - EXECUTIVE COMPENSATION -
The information required by this Item is included in the Company's
definitive Proxy Statement for the Company's 1997 Annual Meeting of
Shareholders, to be filed with the Securities and Exchange Commission, under the
heading "Executive Compensation" and is incorporated herein by this reference.
16
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT -
The information required by this Item is included in the Company's
definitive Proxy Statement for the Company's 1997 Annual Meeting of
Shareholders, to be filed with the Securities and Exchange Commission, under the
heading "Voting Securities and Principal Holders" and is incorporated herein by
this reference.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS -
The information required by this Item is included in the Company's
definitive Proxy Statement for the Company's 1997 Annual Meeting of
Shareholders, to be filed with the Securities and Exchange Commission, under the
heading "Certain Relationships and Related Transactions" and is incorporated
herein by this reference.
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K -
(a) 1. Financial Statements:
The following financial statements and related information filed as
part of this report are included on pages 17 through 30 of the Company's Annual
Report to Shareholders for the fiscal year ended January 31, 1997.
- Consolidated Balance Sheets - January 31, 1997 and January
26, 1996
- Consolidated Statements of Operations - For the fiscal years
ended January 31, 1997, January 26, 1996 and January 27,
1995
- Consolidated Statements of Cash Flows - For the fiscal years
ended January 31, 1997, January 26, 1996 and January 27,
1995
- Consolidated Statements of Shareholders' Equity - For the
fiscal years ended January 31, 1997, January 26, 1996 and
January 27, 1995
- Notes to Consolidated Financial Statements - For the fiscal
years ended January 31, 1997, January 26, 1996 and January
27, 1995
- Selected Quarterly Financial Data (Unaudited) - For the
fiscal years ended January 31, 1997 and January 26, 1996 -
See Note 12 of Notes to Consolidated Financial Statements
- Report of Ernst & Young LLP, Independent Auditors
2. Financial Statement Schedules:
All financial statement schedules are omitted because they are not
applicable or because the information is presented in the financial statements
or notes thereto.
17
3. Exhibits:
Exhibits marked with a footnote designation (#) are hereby incorporated by
reference to exhibits or appendices previously filed by the Registrant as
indicated in the referenced footnote.
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
3.1 Restated Articles of Incorporation. (3)
3.2 Restated Bylaws. (3)
4.1 Form of Debenture (included in Exhibit 4.2B).
4.2B Form of Indenture dated as of March 14, 1994, between Eagle Hardware
& Garden, Inc. and Seattle-First National Bank, as Trustee. (7)
10.1 Directors' Nonqualified Stock Option Plan. (1)
10.2 1991 Stock Option Plan. (1)
10.3 Eagle Hardware & Garden Profit Sharing/Retirement Savings Plan. (1)
10.3A First Amendment to Eagle Hardware & Garden Profit Sharing/Retirement
Savings Plan. (10)
10.3B Second Amendment to Eagle Hardware & Garden Profit
Sharing/Retirement Savings Plan. (10)
10.3C Third Amendment to Eagle Hardware & Garden Profit Sharing/Retirement
Savings Plan. (12)
10.3D Fourth Amendment to Eagle Hardware & Garden Profit
Sharing/Retirement Savings Plan. (12)
10.4 Description of Corporate Bonus Plan. (1)
10.5 Registration Rights Agreement dated as of June 25, 1991, between the
Company and certain holders of the Company's capital stock. (1)
10.6 Key Man Life Insurance Policy for David J. Heerensperger by the
Great-West Life Assurance Company. (1)
10.7 Sublease dated September 10, 1990, by and between Payless Drug
Stores Northwest, Inc. and Eagle Hardware & Garden, Inc., as
amended. (2)
10.10 Lease dated November 30, 1990, by and between Harlan D. Douglass and
Maxine H. Douglass and Eagle Hardware & Garden, Inc. (1)
10.10A First Amendment to Lease dated May 22, 1992, by and between Harlan
D. Douglass and Maxine H. Douglass and Eagle Hardware & Garden, Inc.
(1)
10.11 Lease dated as of April 18, 1991, by and between Mercy Development
Company, M&E Company and Eagle Hardware & Garden, Inc. (2)
10.11A Addendum to Mercy Development/M&E Co. - Eagle Hardware Lease dated
July 11, 1991. (10)
10.11B Second Addendum to Mercy Development/M&E Co. - Eagle Hardware Lease
dated May 1, 1994. (10)
10.14 Lease dated July 12, 1991, by and between Industrial Wire and Metal
Forming, Inc. and Eagle Hardware & Garden, Inc. (1)
10.14A Amendment to Lease dated June 20, 1994, by and between Industrial
Wire and Metal Forming, Inc. and Eagle Hardware & Garden, Inc. (10)
10.15 Lease dated as of August 20, 1991, by and between Vernell's Fine
Candies, Inc. and Eagle Hardware & Garden, Inc. (2)
10.15A Amendment to Lease dated as of May 4, 1992, by and between Keystone
Capital Company, Inc. (formerly known as Vernell's Fine Candies,
Inc.) and Eagle Hardware & Garden, Inc. (2)
10.17 Lease dated November 18, 1991, by and between Hsiao-Tall Real Estate
Company and Eagle Hardware & Garden, Inc. (2)
10.17A Amendment to Lease dated as of June 30, 1992, by and between Hsiao-
Tall Real Estate Company and Eagle Hardware & Garden, Inc. (4)
10.17B Third Amendment to Lease dated as of September 28, 1992, by and
between Hsiao-Tall Real Estate Company and Eagle Hardware & Garden,
Inc. (3)
18
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
10.17C Amendment to Lease Concerning Storm Drainage System dated as of
April 1, 1992, by and between Hsiao-Tall Real Estate Company and
Eagle Hardware & Garden, Inc. (10)
10.19 Space Lease dated as of January 21, 1992, by and between WCC
Associates and Eagle Hardware & Garden, Inc. (2)
10.19A First Amendment to Space Lease dated as of May 29, 1992, by and
between WCC Associates and Eagle Hardware & Garden, Inc. (2)
10.20 Master Equipment Lease dated October 30, 1991, by and between XL
Datacomp, Inc. and Eagle Hardware & Garden, Inc. (1)
10.20C Schedule 1 dated July 1, 1994, to Master Equipment Lease by and
between XL Datacomp, Inc. and Eagle Hardware & Garden, Inc. (10)
10.20D Lease of Equipment dated June 7, 1994, and Schedule 5 to Lease of
Equipment dated November 15, 1995, by and between The Archive Group,
Inc. and Eagle Hardware & Garden, Inc. (11)
10.20E Lease of Equipment dated November 15, 1995, and Schedule 4 to Lease
of Equipment by and between The Archive Group, Inc. and Eagle
Hardware & Garden, Inc. (11)
10.22 Software License Agreement dated December 9, 1991, by and between
JDA Software Services, Inc. and Eagle Hardware & Garden, Inc. (1)
10.23 Assignment dated as of February 5, 1992, by Harlan D. Douglass and
Maxine H. Douglass to Eagle Hardware & Garden, Inc. (1)
10.24 Assignment dated as of March 13, 1992, by Eagle Hardware & Garden,
Inc. to R&B Development, Inc. (1)
10.25 Assignment dated as of February 5, 1992, by Harlan D. Douglass and
Maxine H. Douglass to Eagle Hardware & Garden, Inc. (1)
10.26 Assignment dated as of April 29, 1992, by Eagle Hardware & Garden,
Inc. to R&B Development, Inc. (1)
10.27 Real Property Transfer Agreement dated April 29, 1992, by and
between Eagle Hardware & Garden, Inc. and R&B Development, Inc. (1)
10.28 Lease dated as of March 10, 1992, by and between R&B Development,
Inc. and Eagle Hardware & Garden, Inc. (2)
10.29 Lease dated as of March 10, 1992, by and between R&B Development,
Inc. and Eagle Hardware & Garden, Inc. (2)
10.30 Real Estate Purchase and Sale Agreement dated April 23, 1992, by and
between TRF Pacific, Inc. and Eagle Hardware & Garden, Inc. (2)
10.31 Sublease dated March 23, 1992, by and between Pacific Pipeline, Inc.
and Eagle Hardware & Garden, Inc. (1)
10.32 Assignment of Contract and Deed dated as of February 24, 1993, by
Eagle Hardware & Garden, Inc. to Harlan D. Douglass and Maxine H.
Douglass. (3)
10.33 Lease dated as of September 29, 1992, by and between F.C.
Investments, Inc. and Eagle Hardware & Garden, Inc. (4)
10.34 Lease dated September 22, 1992, by and between R&B Development, Inc.
and Eagle Hardware & Garden, Inc. (4)
10.34A First Amendment to Lease dated as of June 23, 1994, by and between
R&B Development, Inc. and Eagle Hardware & Garden, Inc. (10)
10.35 Real Estate Purchase and Sale Agreement dated July 24, 1992, by and
between Sabey Corpora-tion and Eagle Hardware & Garden, Inc. (4)
10.36 Real Estate Purchase and Sale Agreement dated as of June 5, 1992, by
and between Roy S. Johnson, Carol L. Johnson, Harvey Syversrud, Rae
Syversrud, Energy International and Eagle Hardware & Garden, Inc.
(4)
10.37 Real Estate Purchase and Sale Agreement dated as of June 12, 1992,
by and between Jon C. Peterson, Charles W. Anderson, Judith
Anderson, Earl Senger, Virginia Senger and Eagle Hardware & Garden,
Inc. (4)
19
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
10.38 Eagle Hardware & Garden, Inc. Employee Stock Ownership Plan
effective January 1, 1992. (3)
10.38A First Amendment to Eagle Hardware & Garden, Inc. Employee Stock
Ownership Plan dated January 15, 1994. (10)
10.38B Second Amendment to Eagle Hardware & Garden, Inc. Employee Stock
Ownership Plan dated June 7, 1994. (10)
10.38C Third Amendment to Eagle Hardware & Garden, Inc. Employee Stock
Ownership Plan dated March 6, 1995. (10)
10.39 Eagle Hardware & Garden, Inc. Employee Stock Ownership Trust
Agreement effective January 1, 1992. (3)
10.46 Agreement effective September 1, 1992, by and between Northwestern
National Life Insurance Company and Eagle Hardware & Garden, Inc.
(3)
10.47 Lease dated March 18, 1993, by and between Harlan D. Douglass and
Maxine H. Douglass and Eagle Hardware & Garden, Inc. (4)
10.47A First Amendment to Lease dated September 1, 1995, by and between
Harlan D. Douglass and Maxine H. Douglass and Eagle Hardware &
Garden, Inc. (11)
10.48 Lease dated March 19, 1993, by and between Harlan D. Douglass and
Maxine H. Douglass and Eagle Hardware & Garden, Inc. (4)
10.49 Lease dated as of February 28, 1993, by and between West Valley 29
Partners and Eagle Hardware & Garden, Inc. (4)
10.49A Amendment to Lease Agreement dated September 15, 1993, by and
between West Valley 29 Partners and Eagle Hardware & Garden, Inc.
(8)
10.49B Second Amendment to Lease dated February 1, 1997 by and among West
Valley 29 Partners, Eagle Hardware & Garden, Inc. and Eagle
Hardware & Garden Distribution Services, Inc.
10.53 Lease dated as of September 10, 1973, between Elting, Graziadio &
Sampson Development Company and S. S. Kresge Company. (8)
10.53A First Amendment to Lease dated November 14, 1975, between EGSmetro
Construction Corporation and S. S. Kresge Company. (8)
10.53B Second Amendment to Lease dated as of November 15, 1993, by and
between Charles J. Fishback and KMart Corporation. (8)
10.54 Sublease dated as of August 31, 1993, by and between KMart
Corporation and Eagle Hardware & Garden, Inc. (8)
10.54A Amendment to Sublease dated as of November 18, 1993, by and among
KMart Corporation and Eagle Hardware & Garden, Inc. (8)
10.58 Agreement of Purchase and Sale dated October 18, 1993, by and
between Real Estate Properties Limited Partnership and Eagle
Hardware & Garden, Inc. (8)
10.59 Real Estate Purchase and Sale Agreement dated as of October 6, 1993,
and amendments thereto dated as of November 5, 1993, and as of
November 12, 1993, by and between I-90 Associates Limited
Partnership and Eagle Hardware & Garden, Inc. (8)
10.60 Agreement for the Purchase and Sale of Real Estate dated December 7,
1993, by and between 5405 Wadsworth By-Pass Limited Liability Co.
and Eagle Hardware & Garden, Inc. (8)
10.61 Contract to Buy and Sell Real Estate dated December 1, 1993, by and
between Arvada Urban Renewal Authority and Eagle Hardware & Garden,
Inc. (8)
20
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
10.62 Real Estate Purchase and Sale Agreements dated July 16, 1993, August
16, 1993, and August 20, 1993, by and between Professional
Maintenance, Inc., Austin, and Pacific Gas Transmission,
respectively, and Eagle Hardware & Garden, Inc. (8)
10.64 Earnest Money Sales Agreements dated June 15, 1993, June 22, 1993,
June 23, 1993, and June 23, 1993, and addendums thereto dated August
20, 1993, August 11, 1993, July 15, 1993 and August 11, 1993, by and
between Murray City, Leon and LaRue Peterson, Gordon S. and Claudia
J. Crofts and Cecil Woodard, respectively, and Eagle Hardware &
Garden, Inc. (8)
10.66 Option Agreements between Eagle Hardware & Garden, Inc. and the
following persons (dates): Ezra Billings Patten and Anna Lou Patten
(November 30, 1993, as amended February 4, 1994); Deon P. Carroll,
Ezra B. Patten, Kristian N. Patten, executor, Emery P. Patten,
Lawana Ballantyne, C. Brent Patten and Orson D. Patten (November 30,
1993, as amended February 4, 1994); Orson D. Patten and Jeanine
Patten (December 10, 1993, as amended February 4, 1994); Emery P.
Patten (November 17, 1993, as amended February 4, 1994); Deon P.
Carroll, James F. Carroll and Carroll Family Trust (December 10,
1993, as amended February 4, 1994). (8)
10.67 Earnest Money Sales Agreements by and between Eagle Hardware &
Garden, Inc. or Assigns and the following persons (dates): Mina
Brown (October 21, 1993, with addenda dated October 21 and December
10, 1993); H. Grant and June Butler (October 21, 1993, with addenda
dated October 21 and December 10, 1993); Willard Evans (October 21,
1993, with addenda dated October 21 and December 1, 1993, and
January 13, 1994); Colleen Horn (October 21, 1993, with addenda
dated October 21 and December 7, 1993); Joan G. Gallagher (October
21, 1993, with addenda dated October 21 and December 10, 1993);
Zelda Shawcroft (December 9, 1993, with addenda dated December 14,
1993, and January 14, 1994); John Jones (December 9, 1993, with
addenda dated February 22 and February 24, 1994); and Dick Luke
(March 23, 1994, with addenda dated March 30, 1994). (8)
10.71 Lease, Option and Assignment of Leases dated October 22, 1993,
between Eagle Hardware & Garden, Inc. and The Thomas P. Knorr and
Theda M. Knorr Family Trust. (8)
10.72 Promissory Notes dated October 22, 1993, by Eagle Hardware & Garden,
Inc. to and for the following persons (amounts): Exchange
Facilitator Corporation ($587,857); Charles W. Anderson and Judith
A. Anderson ($1,361,979); Energy International ($705,866); Harvey K.
Syversrud and Rae Syversrud ($319,296); Roy S. Johnson and Carol L.
Johnson ($156,902); and Exchange Facilitator Corporation
($1,341,979). (8)
10.76 Purchase Agreement dated December 1, 1994. (9)
10.77 Lease dated July 11, 1994, by and between Harlan D. Douglass and
Maxine H. Douglass and Eagle Hardware & Garden, Inc. (10)
10.78 Lease dated January 9, 1995, by and between Harlan D. Douglass and
Maxine H. Douglass and Eagle Hardware & Garden, Inc. (10)
10.78A First Amendment to Lease dated September 1, 1995, by and between
Harlan D. Douglass and Maxine H. Douglass and Eagle Hardware &
Garden, Inc. (11)
10.79 Lease dated September 28, 1994, between The Northwestern Mutual Life
Insurance Company and Eagle Hardware & Garden, Inc. (10)
10.80 Promissory Note dated November 4, 1994, by Eagle Hardware & Garden,
Inc. to The Prudential Insurance Company of America in the principal
amount of $8,000,000. (10)
10.81 Real Estate Purchase and Sale Agreement dated August 24, 1994, by
and between Rosemary Barrett and Eagle Hardware & Garden, Inc. (10)
10.82 Real Estate Purchase and Sale Agreement dated August 23, 1994, by
and between Marian K. Mosher, as Trustee of Marie Guimont Trust, and
Eagle Hardware & Garden, Inc. (10)
21
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
10.84 Contract to Buy and Sell Real Estate dated May 11, 1994, by and
between Development Corp. of the Rockies, Inc. and Eagle Hardware &
Garden, Inc. (10)
10.85 Contract to Buy and Sell Real Estate dated as of April 13, 1994,
between Eagle Hardware & Garden, Inc. and Supervalu Holdings, Inc.
(10)
10.94 Lease dated December 7, 1995, by and between KW, Ltd. and Eagle
Hardware & Garden, Inc. (11)
10.95 Promissory Note dated December 20, 1995, by Eagle Hardware & Garden,
Inc. to PFL Life Insurance Company in the principal amount of
$6,000,000. (11)
10.96 Real Estate Purchase and Sale Agreement dated December 11, 1995, by
and between Langley Associates, Inc. and Eagle Hardware & Garden,
Inc. (11)
10.97 Purchase and Sale Agreement dated January 30, 1996, by and between
Chandelle Development, LLC, and Eagle Hardware & Garden, Inc. (11)
10.98 Contract to Buy and Sell Real Estate dated February 12, 1996, by and
between Alpha West Realty & Investments, Inc. and Eagle Hardware &
Garden, Inc. (11)
10.99 Retail Technology Exchange Agreement dated July 17, 1995, by and
between Fujitsu-ICL Systems, Inc. and Eagle Hardware & Garden, Inc.
(11)
10.99A Supplement No. 101 and Supplement No. 102 under Retail Technology
Exchange Agreement by and between Fujitsu-ICL Systems, Inc. and
Eagle Hardware & Garden, Inc. (11)
10.99B Supplement No. 103 and Supplement No. 104 under Retail Technology
Exchange Agreement by and between Fujitsu-ICL Systems, Inc. and
Eagle Hardware & Garden, Inc. (13)
10.100 Memorandum of Understanding concerning Eagle Hardware Securities
Litigation dated May 23, 1995. (12)
10.101 Agreement dated June 6, 1995, by and among David Heerensperger,
Richard Takata, Myron E. Kirkpatrick and Eagle Hardware & Garden,
Inc. and National Union Fire Insurance Company of Pittsburgh, PA.
(12)
10.102 Amended and Restated Credit Agreement dated as of May 28, 1996,
between the Lenders, U.S. Bank of Washington, N.A., as Agent and
Eagle Hardware & Garden, Inc. (12)
10.102A First Amendment to Amended and Restated Credit Agreement dated as of
December 6, 1996, between the Lenders, U.S. Bank of Washington,
N.A., as Agent and Eagle Hardware & Garden, Inc.
10.103 Real Estate Purchase and Sale Agreement dated July 2, 1996, by and
between Terrace Point Partnership, Inc. and Eagle Hardware & Garden,
Inc. (12)
10.103A First Amendment to Real Estate Purchase and Sale Agreement dated
August 1996, by and between Terrace Point Partnership, Inc. and
Eagle Hardware & Garden, Inc. (13)
10.104 Promissory Note dated July 18, 1996, by Eagle Hardware & Garden,
Inc. to The Northwestern Mutual Life Insurance Company in the
principal amount of $9,000,000. (12)
10.105 Real Estate Purchase and Sale Agreements dated August 4, 1994 and
amended December 1, 1994, August 30, 1995 and February 23, 1996
between Atlantic Seaboard Realty and the following persons: Ronald
V. and Kathleen A. Gratias; Chlo Elaine Jackson and Charles L.
Betts; and Mary J. McColm. (12)
10.106 Assignment of Rights Under Real Estate Purchase and Sale Agreements
dated August 4, 1994, as amended, by Atlantic Seaboard Realty to
Eagle Hardware & Garden, Inc. (12)
22
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
10.107 Real Estate Purchase and Sale Agreement dated March 6, 1996 and
amended March 31, 1996, between Atlantic Seaboard Realty and the
Tacoma Alliance Church. (12)
10.108 Assignment of Rights Under Real Estate Purchase and Sale Agreement
dated March 6, 1996, as amended, by Atlantic Seaboard Realty to
Eagle Hardware & Garden, Inc. (12)
10.109 Real Estate Purchase and Sale Agreement dated April 1, 1996, by and
between Metropolitan Park District of Tacoma and Wahl & Associates,
Inc. (12)
10.110 Assignment of Rights Under Real Estate Purchase and Sale Agreement
dated April 1, 1996, by Wahl & Associates, Inc. to Eagle Hardware &
Garden, Inc. (12)
10.111 Employment and Severance Agreement between Eagle Hardware & Garden,
Inc. and Ronald P. Maccarone. (12)
10.112 Agreement for Purchase and Sale of Real Property dated September 5,
1996, by Northglenn Partners, L.P. and Eagle Hardware & Garden, Inc.
(13)
10.112A First Amendment to Agreement for Purchase and Sale of Real Property
dated November 13, 1996, between Northglenn Partners, L.P. and Eagle
Hardware & Garden, Inc.
10.112B Second Amendment to Agreement for Purchase and Sale of Real Property
dated December 17, 1996, between Northglenn Partners, L.P. and Eagle
Hardware & Garden, Inc.
10.113 Real Estate Purchase and Sale Agreement dated October 6, 1996, by
and between Eagle Hardware & Garden, Inc. and The Good Guys--
California, Inc. (13)
10.114 Stipulation and Order of Appropriation and Judgment by the Superior
Court of Washington for Snohomish County dated September 24, 1996.
(13)
10.115 Real Estate Purchase and Sale Agreement dated March 12, 1997, by and
between Washington-111, Ltd. and Eagle Hardware & Garden, Inc.
10.116 Purchase Agreement dated March 18, 1997 between David J.
Heerensperger and Eagle Hardware & Garden, Inc.
11.1 Statement Regarding Computation of Net Income Per Share.
13.1 Portions of Registrant's Annual Report to Shareholders (pages 10
through 30 and inside back cover) for the fiscal year ended January
31, 1997.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
27 Financial Data Schedule
23
- -------------------
(1) Exhibit is incorporated herein by reference to an identically numbered
exhibit to the Company's Registration Statement No. 33-48593 on Form S-1.
(2) Exhibit is incorporated herein by reference to an identically numbered
exhibit to the Company's Registration Statement No. 33-48593 on Form S-1
with confidential portions omitted and filed separately with the Commission
pursuant to a Request for Confidential Treatment under Rule 406 of the
Securities Act of 1933.
(3) Exhibit is incorporated herein by reference to an identically numbered
exhibit to the Company's Registration Statement No. 33-60148 on Form S-1.
(4) Exhibit is incorporated herein by reference to an identically numbered
exhibit to the Company's Registration Statement No. 33-60148 on Form S-1
with confidential portions omitted and filed separately with the Commission
pursuant to a Request for Confidential Treatment under Rule 406 of the
Securities Act of 1933.
(5) Exhibit is incorporated herein by reference to an identically numbered
exhibit to the Company's Amended Registration Statement No. 33-60148 on
Amendment No. 1 to Form S-1.
(6) Exhibit is incorporated herein by reference to an identically numbered
exhibit to the Company's Amended Registration Statement No. 33-60148 on
Amendment No. 1 to Form S-1 with confidential portions omitted and filed
separately with the Commission pursuant to a Request for Confidential
Treatment under Rule 406 of the Securities Act of 1933.
(7) Exhibit is incorporated herein by reference to an identically numbered
exhibit to a Current Report on Form 8-K, filed with the Commission on March
10, 1994.
(8) Exhibit is incorporated herein by reference to an identically numbered
exhibit to the Company's Form 10-K filed with the Commission for the fiscal
year ended January 28, 1994.
(9) Exhibit is incorporated herein by reference to an identically numbered
exhibit to a Current Report on Form 8-K/A filed with the Commission on
December 30, 1994.
(10) Exhibit is incorporated herein by reference to an identically numbered
exhibit to the Company's Form 10-K filed with the Commission for the fiscal
year ended January 27, 1995.
(11) Exhibit is incorporated herein by reference to an identically numbered
exhibit to the Company's Form 10-K filed with the Commission for the fiscal
year ended January 26, 1996.
(12) Exhibit is incorporated herein by reference to an identically numbered
exhibit to the Company's Form 10-Q filed with the Commission for the fiscal
quarter ended July 26, 1996.
(13) Exhibit is incorporated herein by reference to an identically numbered
exhibit to the Company's Form 10-Q filed with the Commission for the fiscal
quarter ended October 25, 1996.
- -------------------
(b) No reports on Form 8-K were filed in the fourth quarter of fiscal 1996.
24
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Eagle Hardware & Garden, Inc. has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized, on April 7,
1997.
EAGLE HARDWARE & GARDEN, INC.
By: /s/ David J. Heerensperger
---------------------------------
David J. Heerensperger
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on April 7, 1997, on behalf of
the Registrant and in the capacities indicated.
SIGNATURETITLE
/s/ David J. Heerensperger Chairman and Chief Executive Officer
- ---------------------------------- (Principal Executive Officer)
David J. Heerensperger
/s/ Richard T. Takata President, Chief Operating Officer and
- ---------------------------------- Director
Richard T. Takata
/s/ Ronald P. Maccarone Chief Financial Officer
- ----------------------------------
Ronald P. Maccarone
/s/ Ronald D. Crockett Director
- ----------------------------------
Ronald D. Crockett
/s/ Harlan D. Douglass Director
- ----------------------------------
Harlan D. Douglass
/s/ Herman Sarkowsky Director
- ----------------------------------
Herman Sarkowsky
/s/ Theodore M. Wight Director
- ----------------------------------
Theodore M. Wight
25