FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended October 29, 1995 Commission File No. 34-025260
KASH N' KARRY FOOD STORES, INC.
(Exact name of registrant as specified in charter)
Delaware 95-4161591
(State of incorporation) (IRS employer identification number)
6422 Harney Road, Tampa, Florida 33610
(Address of registrant's principal executive offices)
(813) 621-0200
(Registrant's telephone number, including area code)
The registrant 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 and has been subject to such filing
requirements for the past 90 days. The registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
As of December 11, 1995, there were 4,649,943 shares
outstanding of the registrant's common stock, $0.01 par value.
Page 1 of 24 pages.
KASH N' KARRY FOOD STORES, INC.
BALANCE SHEETS
(Dollar Amounts in Thousands, Except Per Share Amounts)
ASSETS
October 29, July 30,
1995 1995
------------ -----------
(Unaudited)
Current assets:
Cash and cash equivalents $ 2,686 $ 4,803
Accounts receivable 10,716 6,504
Inventories 101,848 86,840
Prepaid expenses and other current assets 4,052 4,310
--------- ---------
Total current assets 119,302 102,457
Property and equipment, at cost, less
accumulated depreciation 133,123 139,967
Favorable lease interests, less accumulated
amortization of $1,651 and $1,152 28,303 28,802
Deferred financing costs, less accumulated
amortization of $1,120 and $809 4,171 3,684
Excess reorganization value, less accumulated
amortization of $7,868 and $6,627 93,451 94,692
Deferred tax asset 1,562 1,200
Other assets 2,596 2,770
--------- ---------
Total assets $382,508 $373,572
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 4,915 $ 5,563
Accounts payable 55,581 39,231
Accrued payroll and benefits 7,667 9,217
Accrued interest 4,527 10,673
Other accrued expenses 26,639 24,609
--------- ---------
Total current liabilities 99,329 89,293
Long-term debt, less current obligations 218,756 218,131
Other long-term liabilities 16,616 16,510
Stockholders' equity: Common Stock of $.01
par value. Authorized 5,500,000 shares;
4,649,943 shares outstanding. 46 46
Capital in excess of par value 46,449 46,449
Retained earnings 1,312 3,143
--------- ---------
Total stockholders' equity 47,807 49,638
--------- ---------
Total liabilities & stockholders' equity $382,508 $373,572
========= =========
See accompanying notes to condensed financial statements.
2
KASH N' KARRY FOOD STORES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(In Thousands)
(Unaudited)
Reorganized Predecessor
Company Company
----------- --------------
Thirteen Thirteen
Weeks Ended Weeks Ended
October 29, October 30,
1995 1994
----------- -----------
Sales $250,368 $240,147
Cost of sales 199,950 191,732
--------- -----------
Gross profit 50,418 48,415
Selling, general and
administrative expenses 40,022 40,500
Depreciation and amortization 6,167 6,074
--------- -----------
Operating income 4,229 1,841
Interest expense 6,422 10,560
--------- -----------
Loss before income taxes (2,193) (8,719)
Income tax benefit 362 --
--------- ----------
Net loss $ (1,831) $ (8,719)
========= ==========
Net loss per common share (A)(B) $ (0.38)
=========
(A) Based on a weighted average number of shares of common stock of
4,796,128 outstanding.
(B) Net income per common share is not meaningful prior to January 1, 1995
due to the significant change in the capital structure in connection
with the Company's financial restructuring.
See accompanying notes to condensed financial statements.
3
KASH N' KARRY FOOD STORES, INC.
STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
Reorganized Predecessor
Company Company
------------ -----------
Thirteen Thirteen
Weeks Ended Weeks Ended
October 29, October 30,
1995 1994
----------- ----------
Net cash flow from operating activities:
Net loss $ (1,831) (8,719)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization,
excluding deferred financing costs 6,167 6,074
Amortization of deferred financing costs 316 687
Income tax benefit (362) --
Issuance of additional senior
notes in lieu of cash interest 9,192 --
(Increase) decrease in assets:
Accounts receivable (4,212) 1,645
Inventories (15,008) 1,923
Prepaid expenses and other assets 345 295
Increase (decrease) in liabilities:
Accounts payable 16,350 2,821
Accrued expenses and other liabilities (5,666) 9,978
-------- --------
Net cash provided by operating activities 5,291 14,704
--------- --------
Cash used by investing activities:
Additions to property and equipment (6,959) (229)
--------- --------
Net cash used by investing activities (6,959) (229)
--------- --------
Cash provided (used) by financing activities:
Borrowings under revolving loan facility $ 13,336 $ 800
Proceeds from sale/leaseback 9,458 --
Repayments on revolving loan facility (9,996) (4,500)
Repayments on term loan facility (10,820) (1,463)
Repayments of other long-term liabilities (1,629) (1,790)
Other financing activities (798) (1,752)
---------- ---------
Net cash used by financing activities (449) (8,705)
---------- ---------
Net increase (decrease) in cash
and cash equivalents (2,117) 5,770
Cash and cash equivalents at beginning
of period 4,803 6,852
---------- ---------
Cash and cash equivalents at end of period 2,686 $ 12,622
========== ==========
See accompanying notes to condensed financial statements.
4
KASH N' KARRY FOOD STORES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(In Thousands)
(Unaudited)
1. The condensed financial statements presented herein have
been prepared in accordance with the instructions to Form 10-Q and
do not include all of the information and note disclosures required
by generally accepted accounting principles. These statements
should be read in conjunction with the fiscal 1995 Form 10-K filed
by the Company. The accompanying condensed financial statements
have not been audited by independent accountants in accordance with
generally accepted auditing standards, but in the opinion of
management such condensed financial statements include all
adjustments, consisting only of normal recurring adjustments,
necessary to summarize fairly the Company's financial position and
results of operations.
The condensed financial statements as of and for the periods
subsequent to January 1, 1995 were prepared according to the
principles of fresh start reporting contained in American Institute
of Certified Public Accountants' Statement of Position 90-7
"Financial Reporting by Entities in Reorganization Under the
Bankruptcy Code." As a result of the implementation of fresh start
accounting, the Company's condensed financial statements as of July
30, 1995 and as of and for the period ended October 29, 1995 are
not comparable to the Company's condensed financial statements of
prior periods. Therefore, where applicable, the condensed
financial statements for the "Reorganized Company" have been
separately identified from those of the "Predecessor Company."
Results for the period ended October 29, 1995 are not necessarily
indicative of the results to be attained for the full year.
2. Inventories consist of merchandise held for resale and
are stated at the lower of cost or market; cost is determined using
average cost, which approximates the first-in, first-out (FIFO)
method.
3. Long-term debt consists of the following:
October 29, July 30,
1995 1995
Term loan and revolving ----------- ----------
credit facilities $ 25,663 $ 33,143
Senior Floating Rate Notes 23,941 22,953
Senior Fixed Rate Notes 129,366 121,162
Mortgages payable 32,877 33,108
Capital lease obligations and other 11,824 13,328
---------- ---------
Long-term debt including
current portion 223,671 223,694
Less current portion (4,915) (5,563)
---------- ---------
Long-term debt $218,756 $218,131
========== =========
5
KASH N' KARRY FOOD STORES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
This analysis should be read in conjunction with the condensed
financial statements.
Results of Operations
The following table compares certain income and expense line
items as a percentage of sales:
Reorganized Predecessor
Company Company
----------- -----------
Thirteen Thirteen
Weeks Ended Weeks Ended
October 29, October 30,
1995 1994
----------- -----------
Sales 100.00% 100.00%
Gross profit 20.14% 20.16%
Selling, general and
administrative expenses 15.99% 16.86%
Depreciation and amortization 2.46% 2.53%
Operating income 1.69% 0.77%
Interest expense 2.56% 4.40%
Pretax loss (0.87)% (3.63)%
Income tax benefit 0.14% --
Net loss (0.73)% (3.63)%
Sales. Sales for the thirteen weeks ended October 29, 1995
were $250.4 million, or $10.2 million more than for the thirteen
weeks ended October 30, 1994. Same store sales increased 4.3% as
a result of aggressive promotional activities and the initiation of
a new marketing campaign focused on perishables.
Gross Profit. Gross profit, as a percentage of sales, was
flat compared to the prior year, as a result of lower overall
acquisition and distribution costs offset by an increased
investment in promotional activities.
Selling, General and Administrative Expenses. Selling,
general and administrative expenses decreased due to lower store
labor costs and a reduction in corporate overhead expenses.
6
KASH N' KARRY FOOD STORES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Depreciation and Amortization. A decrease in depreciation
attributable to the sale of three store properties was offset by
higher amortization costs associated with Excess Reorganization
Value.
Interest Expense. The decrease in interest expense was
primarily the result of converting $105 million of 14% Subordinated
Debentures into equity in connection with the financial
restructuring completed in December 1994.
Financial Condition
The Company's sales tend to be higher in the six months
between November and April than for the period from May through
October. However, during the first two quarters of the fiscal
year, inventory levels must be increased to prepare for the
seasonal demand. Consequently, the Company's investment in
inventory increased by $15.0 million since July 30, 1995. The
Company's credit agreement provides for a revolving credit facility
of $50.0 million for working capital requirements and letters of
credit. As of October 29, 1995 the Company had borrowed $20.7
million under the working capital line and had $12.7 million of
letters of credit issued against the revolving credit facility.
As a result of the financial restructuring that was completed
in December 1994, the Company's balance sheet has been
significantly deleveraged as indicated below:
Reorganized Predecessor
Company Company
------------ -----------
October 29, October 30,
1995 1994
----------- -----------
(Dollar Amounts in Thousands)
Current portion of long-term debt $ 4,915 $ 40,852
Total long-term debt 223,671 353,179
Operating cash flow (EBITDA) (1) 10,396 7,915
Total interest expense 6,422 10,560
Cash interest expense 4,035 9,873
Capital expenditures 6,959 229
Long-term debt/LTM operating
cash flow (2) 3.93(3) 8.22
LTM operating cash flow/total
interest expense (2) 2.16(3) 0.96
LTM operating cash flow/cash
interest expense (2) 6.66(3) 1.03
7
KASH N' KARRY FOOD STORES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(1) Represents quarterly earnings before interest expense (which
includes amortization of deferred financing costs), provision
for income taxes, and depreciation and amortization.
Operating cash flow (EBITDA) is presented here as a measure of
the Company's debt service ability and should not be construed
as an alternative to operating income (as determined in
accordance with generally accepted accounting principles) or
to cash flows from operating activities (as determined on the
Statements of Cash Flows in the Company's financial
statements).
(2) "LTM operating cash flow" is operating cash flow for the
trailing twelve-month period.
(3) Interest expense for the trailing twelve-month period is not
meaningful due to the payment moratorium on the old senior
notes and subordinated debentures. Therefore, total interest
expense and cash interest expense used in these computations
represent annualized proforma amounts based on reported
interest expense subsequent to the completion of the financial
restructuring.
For the 1996 fiscal year, the Company expects to spend
approximately $28.0 million on capital expenditures. One new store
was opened in November, and one additional new store is expected to
be completed during the current fiscal year. In addition,
approximately forty stores are expected to be remodeled during the
year.
In August, the Company completed a sale-leaseback of three of
its fee-owned store properties and applied the net proceeds of $9.1
million to the outstanding balance of the term loan. The Company
is still actively pursuing an additional refinancing transaction on
eight mortgaged store properties, the sale-leaseback of an
additional store facility that is operating as a ground lease, the
sale-leaseback of the Company's office and warehouse facility, the
sale of two unimproved real estate sites, and the sale of its
beneficial interest in three real estate trusts, the total of which
could provide up to an additional $10.0 million of net cash
proceeds. In addition, in August the Company exercised its option
of paying interest in kind on its Senior Floating Rate Notes and
its Senior Fixed Rate Notes, and has the option of paying in kind
the next subsequent semi-annual interest payment on the Senior
Fixed Rate Notes. As a result of the Company's improved operating
performance and financial condition, it has received a commitment
8
KASH N' KARRY FOOD STORES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
from The CIT Group/Business Credit, Inc. to amend the existing
Credit Agreeement by increasing the credit facility by $5.0
million, providing more favorable terms, and extending the term of
the agreement through December 1998.
In November, the Company signed a five year agreement with
Gooding's Supermarkets, Inc. to supply groceries to the 17-store
chain, and estimates that the contract could be worth $75.0 million
a year in revenue.
Based upon the Company's ability to generate working capital
through its operations and its $50.0 million revolving credit
facility, the Company believes that it has the financial resources
necessary to pay its capital obligations and implement its business
plan.
Effects of Inflation
The Company's primary costs, inventory and labor, are affected
by a number of factors that are beyond its control, including
availability and price of merchandise, the competitive climate and
general and regional economic conditions. As is typical of the
supermarket industry, the Company has generally been able to
maintain margins by adjusting its retail prices, but competitive
conditions may from time to time render it unable to do so while
maintaining its market share.
9
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is engaged in various legal actions and claims
arising in the ordinary course of business. Management believes,
after discussions with legal counsel, that the ultimate outcome of
such litigation and claims will not have a material adverse effect
on the Company's financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held its annual meeting of stockholders on
December 6, 1995. At the meeting, the stockholders elected each of
the nine incumbent directors to an additional term of one year and
ratified the appointment of Coopers & Lybrand, L.L.P. for the
fiscal year ended July 30, 1995 and the fiscal year ending July 28,
1996. In the election of directors, 4,320,277 votes were cast for
each nominee, 100 votes were withheld from each nominee and 325,803
shares held by brokers were not voted. A total of 4,317,577 votes
were cast in favor of the ratification of Coopers & Lybrand,
L.L.P., and 400 votes were cast against the ratification; 2,400
shares abstained from the vote, and 325,803 shares held by brokers
were not voted in connection with the auditor's ratification
proposal.
In addition, at the annual meeting the stockholders approved
management proposals to ratify the 1995 Non-Employee Director Stock
Option Plan (the "Director Plan") and the 1995 Key Employee Stock
Option Plan (the "Key Employee Plan"), which were adopted by the
Company on March 9, 1995.
Pursuant to the Director Plan, the Company may grant options
to purchase up to 54,000 shares of Common Stock to non-employee
Directors whose initial election to the Board became effective upon
or after consummation of the Company's financial restructuring on
December 29, 1994. The Director Plan provides for a one-time grant
to each eligible Director serving in such capacity on March 9, 1995
of options to purchase 4,500 shares of Common Stock for $10.00 per
share, vesting on July 30, 1995, and options to purchase an
additional 4,500 shares of Common Stock for $13.33 per share,
vesting on July 28, 1996. A total of 3,115,991 votes were cast in
favor of the proposal to ratify the Director Plan, with 917,892
votes against the proposal; 2,600 shares abstained from the vote,
and 609,697 shares held by brokers were not voted in connection
with the Director Plan proposal.
Pursuant to the Key Employee Plan, the Company may grant
options to purchase up to 355,419 shares of Common Stock to key
employees of the Company designated by the Stock Option Committee
10
from time to time. The Stock Option Committee has the discretion
to determine the number of options to be granted to an eligible
participant, the exercise price per share, whether the options will
be non-qualified stock options or incentive stock options, and the
vesting schedule applicable to a given option grant.
During the fiscal year ended July 30, 1995, the Stock Option
Committee granted to a total of ten key employees of the Company
(including seven executive officers) non-qualified options to
purchase the aggregate amount of 279,249 shares of Common Stock
under the Key Employee Plan (the "Initial Options"), for an average
exercise price of $14.41 per share, of which options to purchase
30,463 shares of Common Stock lapsed prior to vesting. The Initial
Options vest in serial increments in the amount of 20% per year, on
the last day of each of the 1995, 1996, 1997, 1998 and 1999 fiscal
years of the Company. However, upon the occurrence of a Merger
Event or a Change of Control (as defined in the Key Employee Plan),
the Initial Options become 100% vested.
A total of 3,199,899 votes were cast in favor of the proposal
to ratify the Key Employee Plan, with 833,909 votes against the
proposal; 2,675 shares abstained from the vote, and 609,697 shares
held by brokers were not voted in connection with the Key Employee
proposal.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
Exhibit
No. Description
- ------- ------------------------------------------------------
2 First Amended Plan of Reorganization filed by the Company
with the United States Bankruptcy Court of the District
of Delaware on November 9, 1994, as amended by notices of
technical modifications thereto filed on November 9,
1994, and December 12, 1994 (previously filed as Exhibit
2 to the Company's Quarterly Report on Form 10-Q for the
period ended October 30, 1994, which exhibit is hereby
incorporated by reference).
3(i)(a) Restated Certificate of Incorporation filed with the
Delaware Secretary of State on December 29, 1994
(previously filed as Exhibit 3(i) to the Company's
Quarterly Report on Form 10-Q for the period ended
January 29, 1995, which exhibit is hereby incorporated by
reference).
11
Exhibit
No. Description
- ------- ------------------------------------------------------
3(i)(b) Certificate of Designations of Series A Junior
Participating Preferred Stock filed with the Secretary of
State of the State of Delaware on April 26, 1995
(previously filed as Exhibit 3(i)(b) to the Company's
Registration Statement on Form S-1, Registration No. 33-
58999, which exhibit is hereby incorporated by
reference).
3(ii)(a) Bylaws adopted October 12, 1988 (previously filed as
Exhibit 3(ii)(a) to the Company's Quarterly Report on
Form 10-Q for the period ended January 29, 1995, which
exhibit is hereby incorporated by reference).
3(ii)(b) First Amendment to Bylaws adopted July 30, 1991
(previously filed as Exhibit 3(ii)(b) to the Company's
Quarterly Report on Form 10-Q for the period ended
January 29, 1995, which exhibit is hereby incorporated by
reference).
3(ii)(c) Second Amendment to Bylaws adopted December 29, 1994
(previously filed as Exhibit 3(ii)(c) to the Company's
Quarterly Report on Form 10-Q for the period ended
January 29, 1995, which exhibit is hereby incorporated by
reference).
3(ii)(d) Third Amendment to Bylaws adopted April 13, 1995
(previously filed as Exhibit 3(ii)(d) to the Company's
Quarterly Report on Form 10-Q for the period ended April
30, 1995, which exhibit is hereby incorporated by
reference).
4.1 Indenture dated as of December 29, 1994, between the
Company and Shawmut Bank Connecticut, N.A., as Trustee,
relating to 11.5% Senior Fixed Rate Notes due 2003
(previously filed as Exhibit 4.1 to the Company's
Quarterly Report on Form 10-Q for the period ended
January 29, 1995, which exhibit is hereby incorporated by
reference).
4.2 Indenture dated as of December 29, 1994, between the
Company and IBJ Schroder Bank & Trust Company, as
Trustee, relating to Senior Floating Rate Notes due 2003
(previously filed as Exhibit 4.2 to the Company's
Quarterly Report on Form 10-Q for the period ended
January 29, 1995, which exhibit is hereby incorporated by
reference).
12
Exhibit
No. Description
- ------- ------------------------------------------------------
4.3(a) Rights Agreement dated as of April 13, 1995 between the
Company and Shawmut Bank Connecticut, N.A., as Rights
Agent (previously filed as Exhibit 1 to the Company's
Current Report on Form 8-K dated April 13, 1995, which
exhibit is hereby incorporated by reference).
4.3(b) First Amendment to Rights Agreement dated as of June 13,
1995 (previously filed as Exhibit 4.3(b) to the Company's
Quarterly Report on Form 10-Q for the period ended April
30, 1995, which exhibit is hereby incorporated by
reference).
4.4 Specimen form of Common Stock certificate (previously
filed as Exhibit 4.4 to the Company's Registration
Statement on Form S-1, Registration No. 33-58999, which
exhibit is hereby incorporated by reference).
10.1 Credit Agreement dated as of December 29, 1994, among the
Company, certain lenders, The CIT Group/Business Credit,
Inc., as administrative agent, and Bank of America
National Trust and Savings Association, as co-agent
(previously filed as Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the period ended
January 29, 1995, which exhibit is hereby incorporated by
reference).
10.2 Mortgage, Fixture Filing, Security Agreement and
Assignment of Rents between the Company, as mortgagor,
and Sun Life Insurance Co. of America, as mortgagee,
dated as of September 7, 1989 (previously filed as
Exhibit 28.1(a) to the Company's Quarterly Report on Form
10-Q for the period ended October 29, 1989, which exhibit
is hereby incorporated by reference).
10.3 Mortgage between the Company, as mortgagor, and Ausa Life
Insurance Company, as mortgagee, dated as of November 21,
1989 (previously filed as Exhibit 28.2(a) to the
Company's Quarterly Report on Form 10-Q for the period
ended October 29, 1989, which exhibit is hereby
incorporated by reference).
10.4 Trademark License Agreement dated as of October 12, 1988
between the Company and Lucky Stores, Inc. (previously
filed as Exhibit 10.11 to the Company's Registration
Statement on Form S-1, Registration No. 33-25621, which
exhibit is hereby incorporated by reference).
13
Exhibit
No. Description
- ------- ------------------------------------------------------
10.5(a) Services Agreement dated as of March 1, 1995 between the
Company and GSI Outsourcing Corporation (previously filed
as Exhibit 10.5(a) to the Company's Registration
Statement on Form S-1, Registration No. 33-58999, which
exhibit is hereby incorporated by reference).
10.5(b) First Amendment to Services Agreement between the Company
and GSI Outsourcing Corporation (previously filed as
Exhibit 10.5(b) to the Company's Registration Statement
on Form S-1, Registration No. 33-58999, which exhibit is
hereby incorporated by reference).
10.5(c) Guaranty of Payment, Nondisturbance and Attornment
Agreement dated as of June 1995 among the Company, GSI
Outsourcing Corporation and IBM Credit Corporation
(previously filed as Exhibit 10.5(c) to the Company's
Annual Report on Form 10-K for the fiscal year ended July
30, 1995, which exhibit is hereby incorporated by
reference).
10.5(d) Addendum to Services Agreement between the Company and
GSI Outsourcing Corporation dated as of July 1995
(previously filed as Exhibit 10.5(d) to the Company's
Annual Report on Form 10-K for the fiscal year ended July
30, 1995, which exhibit is hereby incorporated by
reference).
10.6 Form of Indemnity Agreement between the Company and its
directors and certain of its officers (previously filed
as Exhibit 10.3 to the Company's Registration Statement
on Form S-1, Registration No. 33-25621, which exhibit is
hereby incorporated by reference).
10.7(a) 1995 Non-Employee Director Stock Option Plan adopted on
March 9, 1995 (previously filed as Exhibit 10.7(a) to the
Company's Registration Statement on Form S-1,
Registration No. 33-58999, which exhibit is hereby
incorporated by reference).
10.7(b) Form of Non-Qualified Stock Option Agreement entered into
between the Company and certain directors, as optionees,
pursuant to the 1995 Non-Employee Director Stock Option
Plan (previously filed as Exhibit 10.7(b) to the
Company's Registration Statement on Form S-1,
Registration No. 33-58999, which exhibit is hereby
incorporated by reference).
14
Exhibit
No. Description
- ------- ------------------------------------------------------
10.8 Non-Qualified Stock Option Agreement dated as of January
17, 1995, between the Company and Green Equity Investors,
L.P. (previously filed as Exhibit 10.8 to the Company's
Registration Statement on Form S-1, Registration No. 33-
58999, which exhibit is hereby incorporated by
reference).
10.9 Management Services Agreement dated as of December 29,
1994, by and between the Company and Leonard Green &
Partners (previously filed as Exhibit 10.3 to the
Company's Quarterly Report on Form 10-Q for the period
ended January 29, 1995, which exhibit is hereby
incorporated by reference).
10.10 Employment Agreement dated as of January 24, 1995,
between the Company and Ronald Johnson (previously filed
as Exhibit 10.10 to the Company's Registration Statement
on Form S-1, Registration No. 33-58999, which exhibit is
hereby incorporated by reference).
10.11 Employment Agreement dated as of March 6, 1995, between
the Company and Gary M. Shell (previously filed as
Exhibit 10.11 to the Company's Registration Statement on
Form S-1, Registration No. 33-58999, which exhibit is
hereby incorporated by reference).
10.12 Employment Agreement dated as of March 16, 1995, between
the Company and Clifford C. Smith, Jr. (previously filed
as Exhibit 10.12 to the Company's Registration Statement
on Form S-1, Registration No. 33-58999, which exhibit is
hereby incorporated by reference).
10.13 Employment Agreement dated as of July 8, 1995, between
the Company and BJ Mehaffey (previously filed as Exhibit
10.13 to the Company's Annual Report on Form 10-K for the
fiscal year ended July 30, 1995, which exhibit is hereby
incorporated by reference).
10.14 Incentive Compensation Plan adopted on October 26, 1994
(previously filed as Exhibit 10.13 to the Company's
Registration Statement on Form S-1, Registration No. 33-
58999, which exhibit is hereby incorporated by
reference).
15
Exhibit
No. Description
- ------- ------------------------------------------------------
10.15 Amended and Restated Kash n' Karry Retirement Estates and
Trust (401(k) Plan) dated October 14, 1993, effective as
of January 1, 1992 (previously filed as Exhibit 10.5 to
the Company's Annual Report on Form 10-K for the period
ended August 1, 1993, which exhibit is hereby
incorporated by reference).
10.16(a) Form of Deferred Compensation Agreement dated as of
December 21, 1989 between the Company and key employees
and a select group of management (KESP) (previously filed
as Exhibit 28.3(a) to the Company's Quarterly Report on
Form 10-Q for the period ended January 28, 1990, which
exhibit is hereby incorporated by reference).
10.16(b) Master First Amendment to Deferred Compensation
Agreements, dated as of November 11, 1991 between the
Company and the key employees party thereto (previously
filed as Exhibit 28.3 to the Company's Quarterly Report
on Form 10-Q for the period ended November 3, 1991, which
exhibit is hereby incorporated by reference).
10.16(c) Master Second Amendment to Deferred Compensation
Agreements, dated as of December 30, 1993 between the
Company and the key employees party thereto (previously
filed as Exhibit 10.13(d) to the Company's Quarterly
Report on Form 10-Q for the period ended January 30,
1994, which exhibit is hereby incorporated by reference).
10.16(d) Master Third Amendment to Deferred Compensation
Agreements, dated as of September 2, 1994, between the
Company and the key employees party thereto (previously
filed as Exhibit 10.2 to the Company's Quarterly Report
on Form 10-Q for the period ended January 29, 1995, which
exhibit is hereby incorporated by reference).
10.17(a) 1995 Key Employee Stock Option Plan (previously filed as
Exhibit 10.16(a) to the Company's Registration Statement
on Form S-1, Registration No. 33-58999, which exhibit is
hereby incorporated by reference).
10.17(b) Non-Qualified Stock Option Agreement dated March 9, 1995
between the Company and Ronald E. Johnson (previously
filed as Exhibit 10.16(b) to the Company's Registration
Statement on Form S-1, Registration No. 33-58999, which
exhibit is hereby incorporated by reference).
16
Exhibit
No. Description
- ------- ------------------------------------------------------
10.17(c) Form of Non-Qualified Stock Option Agreement entered into
between the Company and certain key employees, as
optionees, pursuant to the 1995 Key Employee Stock Option
Plan (previously filed as Exhibit 10.16(b) to the
Company's Registration Statement on Form S-1,
Registration No. 33-58999, which exhibit is hereby
incorporated by reference).
10.18 Employment and Consulting Agreement dated July 1, 1994
between the Company and Anthony R. Petrillo (previously
filed as Exhibit 10.18 to the Company's Annual Report on
Form 10-K for the fiscal year ended July 30, 1995, which
exhibit is hereby incorporated by reference).
10.19 Form of Bonus Deferred Compensation Agreement dated as of
July 28, 1995 between the Company and certain key
employees (previously filed as Exhibit 10.19 to the
Company's Annual Report on Form 10-K for the fiscal year
ended July 30, 1995, which exhibit is hereby incorporated
by reference).
10.20 Supply Agreement dated as of November 29, 1995 between
the Company and Gooding's Supermarkets, Inc. (filed
herewith).
11 Statement re computation of per share earnings (filed
herewith).
21 Subsidiaries of the Company (previously filed as Exhibit
21 to the Company's Annual Report on Form 10-K for the
fiscal year ended July 30, 1995, which exhibit is hereby
incorporated by reference).
27 Financial Data Schedule (filed herewith).
(b) Reports on Form 8-K:
None
17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
KASH N' KARRY FOOD STORES, INC.
Date: December 13, 1995 By: /s/ Raymond P. Springer
-----------------------------
Raymond P. Springer
Senior Vice President,
Administration
Date: December 13, 1995 By: /s/ Richard D. Coleman
-----------------------------
Richard D. Coleman
Vice President, Controller
18