UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934
For the fiscal year ended MARCH 1, 2003.
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File No. 1-7832
PIER 1 IMPORTS, INC.
(Exact name of Company as specified in its charter)
<Table>
DELAWARE 75-1729843
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
301 COMMERCE STREET, SUITE 600
FORT WORTH, TEXAS 76102
(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code: (817) 252-8000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -------------------
COMMON STOCK, $1 PAR VALUE NEW YORK STOCK EXCHANGE
</Table>
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the Company (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 Company
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Company's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes X No
--- ---
As of May 27, 2003, the approximate aggregate market value of voting
stock held by non-affiliates of the Registrant was $1,651,000,000 using the
closing sales price on this day of $19.10. It is assumed for purposes of this
computation an affiliate includes all persons registered as Registrant insiders
with the Securities and Exchange Commission.
As of May 27, 2003, 89,782,994 shares of the Registrant's Common Stock,
$1.00 par value, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents have been incorporated herein by
reference:
1) Registrant's Annual Report to Shareholders for the fiscal year
ended March 1, 2003 in Parts I and II hereof and;
2) Registrant's Proxy Statement for the 2003 Annual Meeting in
Part III hereof.
PART I
Item 1. Business.
(a) General Development of Business.
Throughout this document, references to the "Company" include Pier 1
Imports, Inc. and its consolidated subsidiaries. References to "Pier 1" relate
to the Company's retail locations operating under the name Pier 1 Imports(R).
References to "The Pier" relate to the Company's retail locations in the United
Kingdom operating under the name The Pier(R). References to "Cargokids" relate
to the Company's retail locations operating under the name Cargokids!(R).
From the end of fiscal 1998 through the end of fiscal 2003, the Company
expanded its specialty retail operations from 763 to 1,074 worldwide retail
stores. In fiscal 2003, the Company continued to execute its expansion plans by
opening 90 net new Pier 1 stores and seven net new Cargokids stores. Subject to
changes in the retail environment, availability of suitable store sites, lease
renewal negotiations and availability of adequate financing, Pier 1 plans to
open approximately 115 new stores and close approximately 30 to 35 stores in
North America in fiscal 2004. A majority of the stores expected to close in
fiscal 2004 are anticipated to be replaced with more favorable locations within
the same market. Cargokids expects to open up to approximately 25 new stores,
with three to five stores relocating to more upscale retail centers.
Set forth below is a list by city of Pier 1 stores opened in North
America in fiscal 2003:
<Table>
Acton, MA Greensboro, NC (2 locations) Orange, CA
Anjou, QC Halifax, NS Orem, UT
Ankeny, IA Hamilton, NJ Paso Robles, CA
Asheville, NC Hemet, CA Pensacola, FL
Atlanta, GA Hickory, NC Phoenix, AZ
Aurora, CO Hiram, GA Pocatello, ID
Avon, OH Houston, TX (2 locations) Prescott, AZ
Bakersfield, CA Howell, MI Red Deer, AB
Bossier City, LA Huntersville, NC Redding, CA
Burleson, TX Huntsville, AL Regina, SK
Butler, PA Ithaca, NY Richmond, VA
Capitola, CA Kanata, ON Riverdale, UT
Cartersville, GA Kansas City, MO Rock Hill, SC
Charlotte, NC Kelso, WA Saint Dorothee Laval, QC
Cheektowaga, NY La Grange, IL Saint Jerome, QC
Chesterfield, MI Lachenaie, QC Salem, OR
Chino, CA Laguna Niguel, CA San Diego, CA
Columbus, GA Lake Charles, LA Santee, CA
Columbus, OH Lansing, MI (2 locations) Saratoga Springs, NY
Commack, NY Las Vegas, NV Saskatoon, SK
Cumming, GA Lee's Summit, MO Springfield, NJ
Cuyahoga Falls, OH Lincoln, NE Sudbury, ON
Denver, CO Long Beach, CA Tukwila, WA
Denville, NJ Los Gatos, CA Turlock, CA
Dubuque, IA Manasquan, NJ Vacaville, CA
Easton, MD Markham, ON Valparaiso, IN
Edmonton, AB Matthews, NC Ventura, CA
Exton, PA McDonough, GA Virginia Beach, VA
Fenton, MO McHenry, IL Warner Robins, GA
Flanders, NJ Minot, ND Washington, PA
Florence, AL Mississauga, ON Wenatchee, WA
Flower Mound, TX Modesto, CA Weymouth, MA
Flowood, MS Moncton, NB Windsor, ON
Foley, AL North Brunswick, NJ Winter Haven, FL
Fountain Hills, AZ North Olmsted, OH Wyoming, MI
Frankfort, KY North Vancouver, BC Youngstown, OH
Gig Harbor, WA Novato, CA Ypsilanti, MI
</Table>
Set forth below is a list by city of Cargokids stores opened in North
America in fiscal 2003:
<Table>
Charlotte, NC Huntersville, NC Peachtree City, GA
Greensboro, NC Marietta, GA Sterling, VA
Houston, TX Matthews, NC
</Table>
Presently, Pier 1 maintains regional distribution center facilities in or
near Baltimore, Maryland; Chicago, Illinois; Columbus, Ohio; Fort Worth, Texas;
Ontario, California and Savannah, Georgia.
The Pier, a subsidiary of the Company located in the United Kingdom,
operates 25 retail stores offering decorative home furnishings and related items
in a setting similar to Pier 1 stores. The Pier operates a distribution facility
near London, England. Additionally, The Pier has an online store at pier.co.uk.
During fiscal 2003, The Pier opened two new stores in England, set in a "store
within a store" format located in existing Home Base stores. The Pier expects to
open approximately five new stores in fiscal 2004 with up to four planned as
"store within a store" formats. Also, upgrades are expected to some existing
locations, warehouse facilities and the head office in the U.K. during fiscal
2004.
The Company has an arrangement to supply Sears de Mexico S.A. ("Sears
Mexico") with Pier 1 merchandise to be sold in a "store within a store" format
in certain Sears Mexico stores. In fiscal 1998, the Company amended its
agreement with Sears Mexico to an arrangement that substantially insulates the
Company from currency fluctuations in the value of the Mexican peso, which had
reduced its profitability in the past. In fiscal 2003, Sears Mexico opened one
new store offering Pier 1 merchandise. As of March 1, 2003, Pier 1 merchandise
was offered in 17 Sears Mexico stores. Expansion plans for fiscal 2004 include
two new stores and one relocated store in Mexico.
The Company has a product distribution agreement with Sears Roebuck de
Puerto Rico, Inc. ("Sears Puerto Rico"), which allows Sears Puerto Rico to
market and sell Pier 1 merchandise in a "store within a store" format in certain
Sears Puerto Rico stores. Sears Puerto Rico operates a total of ten stores, and
as of March 1, 2003, seven of these stores offered Pier 1 merchandise. The
Company has no immediate plans for further expansion in Puerto Rico but may
consider future sites.
In fiscal 1996, a wholly-owned subsidiary of the Company entered into a
franchise agreement with Akatsuki Printing Co., Ltd. and Skylark Co., Ltd.
(collectively "Akatsuki") to develop Pier 1 retail stores in Japan. Early in
fiscal 2002, Akatsuki informed the Company that it would not seek to renew its
current franchise agreement. Prior to the close of fiscal year 2002, the
remaining nine stores were closed and the franchise agreement with Akatsuki
expired without any additional costs or further obligations required of the
Company.
The Company owns a credit card bank in Omaha, Nebraska, operating under
the name Pier 1 National Bank (the "Bank"). The Bank holds the credit card
accounts for both the Pier 1 and Cargokids proprietary credit cards. As of March
1, 2003, the Company, through the Bank, had over 5,800,000 proprietary
cardholders with approximately 1,203,000 active accounts (accounts with a
purchase within the previous 12 months). Sales on the Company's proprietary
credit card accounted for 26.2% of total U.S. store sales in fiscal 2003. The
Company continues to increase overall sales on its proprietary credit card by
opening new accounts and developing customer loyalty through marketing
promotions targeted to cardholders, including 90-day deferred payment options on
larger purchases.
Pier 1 has an e-commerce website at pier1.com. More than 2,000
merchandise items are offered for sale to customers, along with gift cards, an
online clearance store, a furniture guide and a Bridal & Gift Registry program.
Pier 1's website allows customers to shop online, view Pier 1's entire line of
furniture, make changes or additions to gift registries and easily return
internet purchases to their neighborhood Pier 1 store. This website is also
being utilized as a marketing channel to reach new customers.
In February 2001, the Company formed a new subsidiary, New Cargo
Furniture, Inc., which acquired certain assets and assumed certain liabilities
of Cargo Furniture, Inc. and now operates under the name Cargokids. Cargokids is
a 25-store retailer of children's furniture and accessories. Cargokids utilizes
a website at cargokids.com to attract customers and provide information
regarding placing orders and store locations. The Company will continue its
expansion plans for Cargokids in fiscal 2004 by opening approximately 25 new
stores.
(b) Financial Information about Industry Segments.
In fiscal 2003, the Company operated principally in one business
segment consisting of the retail sale of imported decorative home furnishings,
gifts and related items.
Financial information with respect to the Company's business is found
in the Company's Consolidated Financial Statements, which are incorporated by
reference into Item 8 herein.
(c) Narrative Description of Business.
The specialty retail operations of the Company consist of three chains
of retail stores operating under the names "Pier 1 Imports", "The Pier", and
"Cargokids" selling a wide variety of furniture, decorative home furnishings,
dining and kitchen goods, bath and bedding accessories and other specialty items
for the home.
On March 1, 2003, the Company operated 940 Pier 1 stores in 48 states
of the United States and 60 Pier 1 stores in eight Canadian provinces, and
supported eight franchised stores in eight states of the U.S. Additionally, the
Company operated 25 stores in the United Kingdom under the name The Pier and 25
Cargokids stores located in six states of the U.S. The Company supplies
merchandise and licenses the Pier 1 Imports name to Sears Mexico and Sears
Puerto Rico, which sell Pier 1 merchandise in a "store within a store" format in
17 Sears Mexico stores and in seven Sears Puerto Rico stores. Company-operated
Pier 1 stores in the United States and Canada average approximately 9,400 gross
square feet,
which includes an average of approximately 7,600 square feet of retail selling
space. The stores are generally freestanding units located near shopping centers
or malls in all major U.S. metropolitan areas and many of the primary smaller
markets. In fiscal 2003, net sales of the Company totaled $1,754.9 million. Pier
1 stores generally have their highest sales volumes during November and December
as a result of the holiday selling season.
Pier 1's growth strategy is to expand its North American store base to
at least 1,500 locations. For fiscal 2004, the Company plans to open
approximately 115 new stores, while closing approximately 30 to 35 stores. The
majority of the stores closed will be relocated to more favorable locations
within the same markets. Plans for fiscal 2004 include the opening of
approximately 25 new Cargokids stores and closing of three to five stores. The
Company expects Cargokids to begin to expand nationally as a value-oriented
retailer of home furnishings for children and families and plans to expand
Cargokids to a 250 to 300-store concept over the next decade. The Company
currently has no plans to expand outside of the United States, Canada and
Mexico.
Pier 1 offers a diverse selection of products consisting of over 4,000
items imported from over 40 countries around the world. While the broad
categories of Pier 1's merchandise remain constant, individual items within
these product groupings change frequently in order to meet the demands of
customers. The principal categories of merchandise include the following:
FURNITURE - This product group consists of furniture, furniture pads
and pillows to be used on patios and in living, dining, kitchen and bedroom
areas, and in sun rooms. The product group constituted approximately 38% of Pier
1's total North American retail sales in fiscal year 2003, 39% in fiscal 2002
and 40% in fiscal 2001. These goods are imported from a variety of countries
such as Italy, Malaysia, Brazil, Mexico, China, the Philippines and Indonesia,
and are also obtained from domestic sources. The furniture is made of metal or
handcrafted natural materials, including rattan, pine, beech, rubberwood and
selected hardwoods with either natural, stained or painted finishes. Pier 1 also
sells upholstered furniture.
DECORATIVE ACCESSORIES - This product group constituted the broadest
category of merchandise in Pier 1's sales mix and contributed approximately 24%
to Pier 1's total North American retail sales in fiscal year 2003, 23% in fiscal
2002 and 22% in fiscal year 2001. These items are imported from approximately 40
countries and include brass, marble and wood items, as well as lamps, vases,
dried and silk flowers, baskets, wall decorations and numerous other decorative
items. A majority of these products are handcrafted from natural materials.
HOUSEWARES - This product group is imported mainly from the Far East
and Europe and includes ceramics, dinnerware and other functional and decorative
items. These goods accounted for approximately 13% of Pier 1's total North
American retail sales in fiscal year 2003, and 12% in fiscal 2002 and 2001.
BED & BATH - This product group is imported mainly from India, Turkey,
Thailand and China, and is also obtained from domestic sources. The group
includes bath and fragrance products, candles and bedding. These goods accounted
for approximately 18% of Pier 1's total North American retail sales in fiscal
years 2003 and 2002, and 17% in fiscal 2001.
SEASONAL - This product group consists of merchandise for celebrating
holidays and spring/summer entertaining and is imported mainly from Europe,
Taiwan, China, the Philippines and India. These items accounted for
approximately 7% of Pier 1's total North American retail sales in fiscal year
2003, 8% in fiscal 2002 and 9% in fiscal year 2001.
Pier 1 merchandise largely consists of items that require a significant
degree of handcraftsmanship and are mostly imported directly from foreign
suppliers. For the most part, the imported merchandise is handcrafted in cottage
industries and small factories. Pier 1 is not dependent on any particular
supplier and has enjoyed long-standing relationships with many vendors. In
selecting the source of a product, Pier 1 considers quality, dependability of
delivery and cost. During fiscal 2003, Pier 1 sold merchandise imported from
over 40 different countries with 35% of its sales from merchandise produced in
China, 11% from merchandise produced in India and 28% from merchandise produced
in Indonesia, Thailand, Brazil, Italy, the Philippines and Mexico. The remaining
26% of sales was from merchandise produced in various Asian, European, Central
American, South American and African countries or was obtained from U.S.
manufacturers.
Pier 1 operates six regional distribution centers located in or near
Baltimore, Maryland; Chicago, Illinois; Columbus, Ohio; Fort Worth, Texas;
Ontario, California and Savannah, Georgia and leases additional space from time
to time. Imported merchandise and a portion of domestic purchases are delivered
to the distribution centers, unpacked and made available for shipment to the
various stores in each center's region. Due to the time delays involved in
procuring merchandise from foreign suppliers, Pier 1 maintains a substantial
inventory to assure a sufficient supply of products in its stores.
The Company is in the highly competitive specialty retail business and
primarily competes with specialty sections of large department stores, home
furnishing stores, small specialty import stores and discount stores. Management
believes that its stores compete on the basis of price, merchandise assortment,
visual presentation of its merchandise and customer service. The Company also
believes its Pier 1 stores may enjoy a competitive edge over competing retailers
due to greater name recognition, established vendor relationships and the extent
and variety of the merchandise offered. While
other retail stores change their items less frequently, Pier 1 differentiates
itself by offering an array of unique and frequently changing products. The
Company believes that its Cargokids operations give it the opportunity to
address the underserved children's furniture and accessories market.
The Company, through certain of its wholly owned subsidiaries, owns
three federally registered service marks under which its Pier 1 Imports stores
do business and two federally registered service marks under which its Cargokids
stores do business. These registrations are numbered 948,076 and 1,620,518 for
the mark PIER 1 IMPORTS(R), 1,104,059 for the mark PIER 1(R), 1,348,743 for the
mark CARGO(R) and 2,693,478 for the mark CARGOKIDS!(R). Additionally, certain
subsidiaries of the Company have registered and have applications pending for
the registration of Pier 1 and Cargokids trademarks and service marks in the
United States and in numerous foreign countries.
On March 1, 2003, Pier 1 employed approximately 17,400 associates in
North America, of which approximately 7,900 were full-time employees and 9,500
were part-time employees.
A wholly owned foreign subsidiary of the Company incorporated under the
laws of Hong Kong manages certain merchandise procurement, export and financial
service functions. Also, a wholly owned foreign subsidiary incorporated under
the laws of Bermuda owns the right to license and to franchise the Company's
trademarks and service marks outside the United States, Canada and Puerto Rico.
As a retailer of imported merchandise, the Company is subject to
certain risks that typically do not affect retailers of domestically produced
merchandise. The Company typically orders merchandise from four to twelve months
in advance of delivery and pays for the merchandise at the time it is loaded for
transport to designated U.S. and international destinations. Fluctuations in
foreign currency exchange rates, restrictions on the convertibility of the
dollar and other currencies, duties, taxes and other charges on imports, dock
strikes, import quota systems and other restrictions generally placed on foreign
trade can affect the price, delivery and availability of ordered merchandise.
The inability to import products from certain countries or the imposition of
significant tariffs could also have a material adverse effect on the results of
operations of the Company. Freight costs contribute a substantial amount to the
cost of imported merchandise.
The World Trade Organization provides a framework for international
trade matters and includes a process for the resolution of trade disputes among
the member countries. In recent years, the dispute resolution process of the
World Trade Organization has been utilized to resolve disputes regarding market
access between the European Union, the United States and other countries. In
some instances these trade disputes have led to the threat by countries of
sanctions against each other, which have included import prohibitions and
increases in duty rates on imported items. The Company considers any agreement
that reduces tariff and non-tariff barriers in international trade beneficial to
its business in the United States and around the world.
Under U.S. law, the office of the U.S. Trade Representative may
investigate unfair trade practices of countries around the world. These
investigations may lead to sanctions, which could take the form of quotas or
increased duties on imports into the U.S. The U.S. Trade Representative is
required to take action within 30 days (subject to being postponed for 180 days)
after the conclusion of its investigation of countries alleged to have committed
unfair trade practices. Upon a determination that a country has committed an
unfair trade practice, the U.S. Trade Representative may designate the subject
country a priority foreign country and impose sanctions in the form of quotas or
increased duties. On previous occasions, the U.S. Trade Representative has
identified certain countries that supply merchandise to the Company as priority
foreign countries. These designations, however, were rescinded after the U.S.
Trade Representative and the countries reached agreements regarding the matters
forming the basis for the designations.
The United States may employ other measures to implement its
international trade policies and objectives. For example, the United States may
withdraw most favored nation status from a country, resulting in higher import
duties on products from that country. Any type of sanction on imports is likely
to increase the Company's import costs or limit the availability of products
purchased from sanctioned countries. In that case, the Company may seek similar
products from other countries.
(d) Available Information.
The Company makes available free of charge through its Internet website
address (www.pier1.com) its annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K, and amendments to those reports filed
with the Securities and Exchange Commission pursuant to Section 13(a) of the
Securities Exchange Act of 1934 as soon as reasonably practicable after it
electronically files such material with, or furnishes such material to, the
Securities and Exchange Commission.
Certain statements contained in Item 1, Item 7 and elsewhere in this
report may constitute "forward-looking statements" within the meaning of Section
21E of the Securities Exchange Act of 1934. The Company may also make
forward-looking statements in other reports filed with the Securities and
Exchange Commission and in material delivered to the Company's shareholders.
Forward-looking statements provide current expectations of future events based
on certain assumptions. These statements encompass information that does not
directly relate to any historical or current fact and often may be identified
with words such as "anticipates," "believes," "expects," "estimates," "intends,"
"plans," "projects" and other similar expressions. Management's expectations and
assumptions regarding planned store openings, financing of
Company obligations from operations and other future results are subject to
risks, uncertainties and other factors that could cause actual results to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements. Risks and uncertainties that may affect Company
operations and performance include, among others, the effects of terrorist
attacks or other acts of war, conflicts or war involving the United States or
its allies or trading partners, labor strikes, weather conditions that may
affect sales, volatility of fuel and utility costs, the general strength of the
economy and levels of consumer spending, consumer confidence, the availability
of new sites for expansion along with sufficient labor to facilitate growth, the
strength of new home construction and sales of existing homes, the availability
and proper functioning of technology and communications systems supporting the
Company's key business processes, the ability of the Company to import
merchandise from foreign countries without significantly restrictive tariffs,
duties or quotas and the ability of the Company to source, ship and deliver
items from foreign countries to its U.S. distribution centers at reasonable
prices and rates and in a timely fashion. The foregoing risks and uncertainties
are in addition to others discussed elsewhere in this report. The Company
assumes no obligation to update or otherwise revise its forward-looking
statements even if experience or future changes make it clear that any projected
results expressed or implied will not be realized.
Item 2. Properties.
The Company leases approximately 220,000 square feet of office space
for its Pier 1 corporate office and leases approximately 13,000 square feet of
additional office space for its Cargokids subsidiary. Both corporate office
facilities are located in Fort Worth, Texas. In March 2002, the Company
purchased land in Fort Worth, Texas for construction of new headquarters for the
relocation of the Company's corporate office. Construction began in January 2003
and the new facility is expected to be completed in the fall of 2004. Total cost
of the new headquarters, including land, is expected to be approximately $90
million. The Pier leases approximately 12,000 square feet of office space in the
U.K. for its corporate office.
The Company leases the majority of its retail stores, its warehouses
and other office space. At March 1, 2003, the present value of the Company's
minimum future operating lease commitments discounted at 10% totaled
approximately $838 million. The Company currently owns and leases distribution
space of approximately four million square feet. The Company also acquires
temporary distribution space from time to time through short-term leases.
The following table shows the distribution of Pier 1's North American
stores by state and province as of March 1, 2003:
United States (company-owned)
<Table>
Alabama 16 Kentucky 11 North Dakota 4
Alaska 1 Louisiana 15 Ohio 38
Arizona 19 Maryland 20 Oklahoma 5
Arkansas 7 Massachusetts 24 Oregon 11
California 105 Michigan 34 Pennsylvania 39
Colorado 21 Minnesota 16 Rhode Island 4
Connecticut 19 Mississippi 7 South Carolina 15
Delaware 4 Missouri 19 South Dakota 2
Florida 63 Montana 5 Tennessee 18
Georgia 31 Nebraska 5 Texas 70
Hawaii 2 Nevada 6 Utah 9
Idaho 4 New Hampshire 5 Virginia 31
Illinois 42 New Jersey 26 Washington 24
Indiana 21 New Mexico 5 West Virginia 5
Iowa 9 New York 44 Wisconsin 17
Kansas 8 North Carolina 33 Wyoming 1
United States (franchised)
Arizona 1 Nevada 1 Texas 1
Kentucky 1 New Hampshire 1 Vermont 1
Maine 1 Oklahoma 1
Canada (company-owned)
Alberta 7 New Brunswick 1 Quebec 12
British Columbia 8 Nova Scotia 1 Saskatchewan 2
Manitoba 1 Ontario 28
</Table>
The Pier's retail operations consist of 20 stores in England, four
stores in Scotland, and one store in Wales. At the end of fiscal 2003, Cargokids
had four stores in Georgia, one store in Kansas, one store in Maryland, four
stores in North Carolina, five stores in Virginia and ten stores in Texas.
As of March 1, 2003, Pier 1 owned or leased the following warehouse
properties in or near the following cities:
<Table>
<Caption>
Owned/Leased
Location Approx. Sq. Ft. Facility
- -------- --------------- ------------
Baltimore, Maryland 1,143,000 sq. ft. Leased
Chicago, Illinois 514,000 sq. ft Owned
Columbus, Ohio 527,000 sq. ft. Leased
Fort Worth, Texas 582,000 sq. ft. Owned
Ontario, California 747,000 sq. ft. Leased
Savannah, Georgia 548,000 sq. ft. Owned/Leased
</Table>
The Company also leases approximately 100,000 square feet of warehouse
space in the United Kingdom for The Pier's operations and approximately 123,000
square feet of warehouse space in the United States for Cargokids' operations.
The Company is currently leasing additional space under short-term agreements.
In support of its long-range growth plan, the Company has continued to expand
its distribution facilities. In fiscal 2003, the Company built a new
distribution center to replace its owned property along with the two locations
it previously leased in Savannah. The new facility is approximately 785,000
square feet expandable to 1,000,000 square feet as needed. The transition to the
new facility was completed in March 2003. In May 2003, the Company entered into
a sale-leaseback transaction on the Savannah distribution center whereby the
facility was sold for its approximate book value. The resulting lease qualified
for operating lease treatment under Statement of Financial Accounting Standards
No. 13, "Accounting for Leases." In April 2003, Cargokids leased an additional
111,000 square feet of warehouse space adjacent to its existing facility.
Item 3. Legal Proceedings.
The Company is subject to various claims, lawsuits, investigations, and
pending actions against the Company and its subsidiaries incident to the
operation of their businesses. Liability, if any, associated with these matters
is not determinable at March 1, 2003; however, the Company considers them to be
either ordinary and routine in nature or immaterial in amount. While a certain
number of the lawsuits involve substantial amounts, management, after
consultation with counsel, does not currently expect such litigation will have a
material adverse effect on the Company's financial position, results of
operations or liquidity. The Company intends to vigorously defend itself against
the claims asserted in these lawsuits.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to a vote of the Company's security
holders during the fourth quarter of the Company's 2003 fiscal year.
Executive Officers of the Company
MARVIN J. GIROUARD, age 63, has served as Chairman and Chief Executive
Officer of the Company since March 1999 and has been a member of the Executive
Committee since December 1998. He has been a Director of the Company since
August 1988. From June 1998 to February 1999, Mr. Girouard served as President
and Chief Executive Officer of the Company and from August 1988 to June 1998 he
served as President and Chief Operating Officer of the Company. From May 1985
until August 1988, he served as Senior Vice President of Merchandising of Pier 1
Imports (U.S.), Inc.
CHARLES H. TURNER, age 46, has served as Executive Vice President of
Finance since April 2002 and has served as Chief Financial Officer and Treasurer
of the Company since August 1999. He served as Senior Vice President of Finance
of the Company from August 1999 to April 2002. He served as Senior Vice
President of Stores of the Company from August 1994 to August 1999, and served
as Controller and Principal Accounting Officer of the Company from January 1992
to August 1994.
ROBERT A. ARLAUSKAS, age 48, has served as Executive Vice President of
Stores of the Company since April 2002. He served as Senior Vice President of
Stores of the Company from September 1999 to April 2002. He served as Vice
President of West Zone Operations of Pier 1 Imports (U.S.), Inc. from August
1995 to September 1999, and served as Director of West Zone Operations of Pier 1
Imports (U.S.), Inc. from June 1993 to August 1995.
JAY R. JACOBS, age 48, has served as Executive Vice President of
Merchandising of the Company since April 2002. He served as Senior Vice
President of Merchandising of the Company from May 1995 to April 2002. He served
as Vice President of Divisional Merchandising of Pier 1 Imports (U.S.), Inc.
from May 1993 to May 1995, and served as Director of Divisional Merchandising of
Pier 1 Imports (U.S.), Inc. from July 1991 to May 1993.
J. RODNEY LAWRENCE, age 57, has served as Executive Vice President of
Legal Affairs since April 2002 and has served as Secretary of the Company since
November 1985. He served as Senior Vice President of Legal Affairs of the
Company from June 1992 to April 2002, and served as Vice President of Legal
Affairs of the Company from November 1985 to June 1992.
PHIL E. SCHNEIDER, age 51, has served as Executive Vice President of
Marketing of the Company since April 2002. He served as Senior Vice President of
Marketing of the Company from May 1993 to April 2002, and served as Vice
President of Advertising of Pier 1 Imports (U.S.), Inc. from January 1988 to May
1993.
DAVID A. WALKER, age 52, has served as Executive Vice President of
Logistics and Allocations of the Company since April 2002. He served as Senior
Vice President of Logistics and Allocations of the Company from September 1999
to April 2002. He served as Vice President of Planning and Allocations of Pier 1
Imports (U.S.), Inc. from January 1994 to September 1999, and served as Director
of Merchandise Services of Pier 1 Imports (U.S.), Inc. from October 1989 to
January 1994.
E. MITCHELL WEATHERLY, age 55, has served as Executive Vice President
of Human Resources of the Company since April 2002. He served as Senior Vice
President of Human Resources of the Company from June 1992 to April 2002, and
served as Vice President of Human Resources of the Company from June 1989 to
June 1992 and of Pier 1 Imports (U.S.), Inc. from August 1985 to June 1992.
The officers of the Company are appointed by the Board of Directors,
hold office until their successors are elected and qualified and/or until their
earlier death, resignation or removal.
None of the above executive officers has any family relationship with
any other of such officers or with any director of the Company. None of such
officers was selected pursuant to any arrangement or understanding between him
and any other person.
PART II
Item 5. Market for the Company's Common Equity and Related Stockholder Matters.
Information required by this Item is incorporated by reference to the
section entitled "Market Price and Dividend Information" set forth in the
Company's Annual Report to Shareholders for the fiscal year ended March 1, 2003
and to the section entitled "Equity Compensation Plan Information" set forth in
the Company's Proxy Statement for its 2003 Annual Meeting of Shareholders.
The Company's common stock is traded on the New York Stock Exchange. As
of May 19, 2003, there were approximately 40,000 shareholders of record of the
Company's common stock.
During fiscal 2003, the Company repurchased over four million shares of
its outstanding common stock. In March 2003, the Board of Directors authorized
the repurchase of up to $150 million of the Company's common stock. This
authorization replaced the previously authorized $67.6 million that remained
available for repurchase at March 27, 2003. Future repurchases of common stock
will be made through open market or private transactions from time to time
depending on prevailing market conditions, the Company's available cash and the
Company's consideration of any debt covenant restrictions and its corporate
credit ratings.
Certain of the Company's existing loan agreements require the Company
to maintain specified financial ratios and limit certain investments and
distributions to shareholders, including cash dividends, loans to shareholders
and repurchases of the Company's common stock. During fiscal 2003, the Company
paid cash dividends totaling approximately $19.5 million, or $.21 per share. The
Company's Board of Directors currently expects to continue to pay cash dividends
in fiscal 2004, but intends to retain most of its future earnings for the
expansion of the Company's business. The Company paid a cash dividend of $.06
per share on May 21, 2003. The Company's dividend policy will depend upon the
earnings, financial condition and capital needs of the Company and other factors
deemed relevant by the Company's Board of Directors.
Item 6. Selected Financial Data.
Information required by this Item is incorporated by reference to the
section entitled "Financial Summary" set forth in the Company's Annual Report to
Shareholders for the fiscal year ended March 1, 2003.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Information required by this Item is incorporated by reference to the
section entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations" set forth in the Company's Annual Report to
Shareholders for the fiscal year ended March 1, 2003.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Information required by this Item is incorporated by reference to the
section entitled "Market Risk Disclosures" set forth in the Company's Annual
Report to Shareholders for the fiscal year ended March 1, 2003.
Item 8. Financial Statements and Supplementary Data.
Information required by this Item is incorporated by reference to the
material in the Company's consolidated financial statements described below and
notes thereto set forth in the Company's Annual Report to Shareholders for the
fiscal year ended March 1, 2003:
Consolidated Statements of Operations for the Years
Ended March 1, 2003, March 2, 2002 and March 3, 2001
Consolidated Balance Sheets at March 1, 2003 and March 2, 2002
Consolidated Statements of Cash Flows for the Years
Ended March 1, 2003, March 2, 2002 and March 3, 2001
Consolidated Statements of Shareholders' Equity for
the Years Ended March 1, 2003, March 2, 2002
and March 3, 2001
Notes to Consolidated Financial Statements
Report of Independent Auditors
The unaudited quarterly information required by this Item is
incorporated by reference to the section entitled "Market Price and Dividend
Information" set forth in the Company's Annual Report to Shareholders for the
fiscal years ended March 1, 2003 and March 2, 2002.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Company.
Information regarding directors of the Company required by this Item is
incorporated by reference to the section entitled "Election of Directors -
Nominees for Directors" set forth in the Company's Proxy Statement for its 2003
Annual Meeting of Shareholders.
The information regarding compliance with Section 16(a) of the
Securities Exchange Act of 1934 required by this Item is incorporated by
reference to the section entitled "Section 16(a) Beneficial Ownership Reporting
Compliance" set forth in the Company's Proxy Statement for its 2003 Annual
Meeting of Shareholders.
No director or nominee for director of the Company has any family
relationship with any other director or nominee or with any executive officer of
the Company.
Item 11. Executive Compensation.
The information required by this Item is incorporated herein by
reference to the section entitled "Executive Compensation" and the section
entitled "Corporate Governance, Board Structure, Director Compensation and Stock
Ownership - Board Meetings, Committees and Fees" set forth in the Company's
Proxy Statement for its 2003 Annual Meeting of Shareholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information required by this Item is incorporated herein by
reference to the section entitled "Corporate Governance, Board Structure,
Director Compensation and Stock Ownership - Security Ownership of Management"
and the section entitled "Executive Compensation - Equity Compensation Plan
Information" set forth in the Company's Proxy Statement for its 2003 Annual
Meeting of Shareholders.
Item 13. Certain Relationships and Related Transactions.
None.
Item 14. Controls and Procedures.
As of March 1, 2003, pursuant to the requirements of Rules 13a-15 and
15d-15 of the Securities Exchange Act of 1934, an evaluation was performed under
the supervision and with the participation of the Company's management,
including the Chairman of the Board and Chief Executive Officer ("CEO") and the
Executive Vice President, Chief Financial Officer and Treasurer ("CFO"), of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on that evaluation, the Company's management, including
the CEO and CFO, concluded that the Company's disclosure controls and procedures
were effective as of March 1, 2003. There have been no significant changes in
the Company's internal controls or in other factors that could significantly
affect internal controls subsequent to March 1, 2003.
Item 15. Principal Accountant Fees and Services.
Information required by this Item is incorporated by reference to the
sections entitled "Other Business - Independent Auditor Fees" and "Other
Business - Pre-approval of Nonaudit Fees" set forth in the Company's Proxy
Statement for its 2003 Annual Meeting of Shareholders.
PART IV
Item 16. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) List of consolidated financial statements, schedules and exhibits
filed as part of this report.
1. Financial Statements
Consolidated Statements of Operations for the Years Ended
March 1, 2003, March 2, 2002 and March 3, 2001
Consolidated Balance Sheets at March 1, 2003 and March 2,
2002
Consolidated Statements of Cash Flows for the Years Ended
March 1, 2003, March 2, 2002 and March 3, 2001
Consolidated Statements of Shareholders' Equity for the
Years Ended March 1, 2003, March 2, 2002 and
March 3, 2001
Notes to Consolidated Financial Statements
Report of Independent Auditors
2. Financial Statement Schedules
Schedules have been omitted because they are not required
or are not applicable or because the information required
to be set forth therein either is not material or is
included in the financial statements or notes thereto.
3. Exhibits
See Exhibit Index.
(b) Reports on Form 8-K.
On April 11, 2003, the Company furnished a Current Report on
Form 8-K containing an earnings release that reported results of
operations for the quarter and year ended March 1, 2003.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: May 27, 2003 PIER 1 IMPORTS, INC.
By: /s/ Marvin J. Girouard
-------------------------------
Marvin J. Girouard, 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 behalf of the
Company and in the capacities and on the dates indicated.
<Table>
<Caption>
Signature Title Date
- --------- ----- ----
/s/ Marvin J. Girouard Chairman and May 27, 2003
- --------------------------- Chief Executive Officer
Marvin J. Girouard
/s/ Charles H. Turner Executive Vice President, May 27, 2003
- --------------------------- Chief Financial Officer and Treasurer
Charles H. Turner
/s/ Susan E. Barley Principal Accounting Officer May 27, 2003
- ---------------------------
Susan E. Barley
/s/ John H. Burgoyne Director May 27, 2003
- ---------------------------
John H. Burgoyne
/s/ Dr. Michael R. Ferrari Director May 27, 2003
- ---------------------------
Dr. Michael R. Ferrari
/s/ James M. Hoak, Jr. Director May 27, 2003
- ---------------------------
James M. Hoak, Jr.
/s/ Karen W. Katz Director May 27, 2003
- ---------------------------
Karen W. Katz
/s/ Tom M. Thomas Director May 27, 2003
- ---------------------------
Tom M. Thomas
</Table>
CERTIFICATIONS
I, Marvin J. Girouard, certify that:
1. I have reviewed this annual report on Form 10-K of Pier 1 Imports, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
functions):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 27, 2003 By: /s/ Marvin J. Girouard
--------------------- -------------------------------------
Marvin J. Girouard,
Chairman of the Board
and Chief Executive Officer
I, Charles H. Turner, certify that:
1. I have reviewed this annual report on Form 10-K of Pier 1 Imports, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
functions):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 27, 2003 By: /s/ Charles H. Turner
--------------------- -------------------------------------
Charles H. Turner,
Executive Vice President,
Chief Financial Officer and Treasurer
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3(i) Certificate of Incorporation and Amendments thereto incorporated
herein by reference to Exhibit 3(i) to Registrant's Form 10-Q
for the quarter ended May 30, 1998.
3(ii) Bylaws of the Company, Restated as of December 7, 1994,
incorporated herein by reference to Exhibit 3(ii) to the
Company's Form 10-Q for the quarter ended November 26, 1994.
4.1 Rights Agreement dated December 9, 1994, between the Company and
First Interstate Bank, N.A., as rights agent, incorporated
herein by reference to Exhibit 4 to the Company's Registration
Statement on Form 8-A, Reg. No. 1-7832, filed December 20, 1994.
10.1* Form of Indemnity Agreement between the Company and the
directors and executive officers of the Company, incorporated
herein by reference to Exhibit 10(l) to the Company's Form 10-K
for the fiscal year ended February 29, 1992.
10.2* The Company's Supplemental Executive Retirement Plan effective
May 1, 1986, as amended and restated as of January 1, 1996,
incorporated herein by reference to Exhibit 10.2 to the
Company's Form 10-K for the fiscal year ended March 1, 1997.
10.2.1* Amendments to the Company's Supplemental Executive Retirement
Plan, incorporated herein by reference to Exhibit 10.2.1 to the
Company's Form 10-K for the fiscal year ended March 3, 2001.
10.3* The Company's Supplemental Retirement Plan effective September
28, 1995, incorporated herein by reference to Exhibit 10.1 to
the Company's Form 10-Q for the quarter ended June 1, 1996.
10.4* The Company's Benefit Restoration Plan as Amended and Restated
effective July 1, 1995, incorporated herein by reference to
Exhibit 10.5.1 to the Company's Form 10-Q for the quarter ended
May 27, 1995.
10.5* The Company's Restricted Stock Plan effective March 5, 1990,
incorporated herein by reference to Exhibit 10(p) to the
Company's Form 10-K for the fiscal year ended March 3, 1990.
10.6* The Company's Management Restricted Stock Plan, effective June
24, 1993, incorporated herein by reference to Exhibit 10.7 to
the Company's Form 10-K for the fiscal year ended February 25,
1995.
10.7* The Company's 1989 Employee Stock Option Plan, effective June
29, 1989, incorporated herein by reference to Exhibit 10(q) to
the Company's Form 10-K for the fiscal year ended March 3, 1990;
as amended by Amendment No. 1 to the 1989 Employee Stock Option
Plan, incorporated herein by reference to the Company's Form
10-Q for the quarter ended June 1, 1996.
10.8* The Company's 1989 Non-Employee Director Stock Option Plan,
effective June 29, 1989, incorporated herein by reference to
Exhibit 10(r) to the Company's Form 10-K for the fiscal year
ended March 3, 1990.
10.9* Form of Post-Employment Consulting Agreement between the Company
and its executive officers, incorporated herein by reference to
Exhibit 10(r) to the Company's Form 10-K for the fiscal year
ended February 29, 1992.
10.10* The Company's Management Medical and Tax Benefit Plans,
incorporated herein by reference to Exhibit 10.18 to the
Company's Form 10-K for the fiscal year ended February 26, 1994.
10.11.1 Pooling and Servicing Agreement, dated February 12, 1997, among
Pier 1 Imports (U.S.), Inc., Pier 1 Funding, Inc. and Texas
Commerce Bank National Association, as Trustee, incorporated
herein by reference to Exhibit 10.13 to the Company's Form 10-K
for the fiscal year ended March 1, 1997.
10.11.2 Amendments Nos. 1, 2 and 3 to the Pooling and Servicing
Agreement, incorporated herein by reference to Exhibit 10.13.2
to the Company's Form 10-K for the fiscal year ended February
28, 1998.
10.11.3 Amendment No. 4 to the Pooling and Servicing Agreement,
incorporated herein by reference to Exhibit 10.11.3 to the
Company's Form 10-K for the fiscal year ended March 3, 2001.
</Table>
<Table>
10.11.4 Amendment No. 5 to the Pooling and Services Agreement dated as
of February 12, 1997 by and among Pier 1 Funding, L.L.C., Pier 1
Imports (U.S.), Inc., as servicer, and Wells Fargo Bank
Minnesota, National Association as trustee, incorporated herein
by reference to Exhibit 10.11.4 to the Company's Form 10-Q for
the quarter ended September 1, 2001.
10.12* Form of Deferred Compensation Agreement, between the Company and
senior executive officers, incorporated herein by reference to
Exhibit 10.1 to the Company's Form 10-Q for the quarter ended
November 29, 1997.
10.13* Senior Management Annual Bonus Plan, incorporated herein by
reference to Exhibit 10.1 to the Company's Form 10-Q for the
quarter ended May 31, 1997.
10.13.1* Senior Management Bonus Plan as Amended April 5, 2002,
incorporated herein by reference to Appendix B, page B-1, of the
Company's Proxy Statement for the fiscal year ended March 2,
2002.
10.14.1 Revolving Credit Agreement, dated November 12, 1998, among the
Company, certain of its subsidiaries, NationsBank, N.A., Bank
One, Texas, N.A., and Wells Fargo Bank (Texas), National
Association, incorporated herein by reference to Exhibit 10.1 to
the Company's Form 10-Q for the quarter ended November 28, 1998.
10.14.2 First Amendment to the Revolving Credit Agreement, dated
December 30, 1999, incorporated herein by reference to Exhibit
10.14.2 to the Company's Form 10-K for the fiscal year ended
February 26, 2000.
10.14.3 Second Amendment to the Revolving Credit Agreement, dated April
6, 2000, incorporated herein by reference to Exhibit 10.14.3 to
the Company's Form 10-Q for the quarter ended June 1, 2002.
10.14.4 Third Amendment to the Revolving Credit Agreement, dated April
24, 2002, incorporated herein by reference to Exhibit 10.14.4 to
the Company's Form 10-Q for the quarter ended June 1, 2002.
10.15* The Company's 1999 Stock Option Plan, effective June 24, 1999,
incorporated herein by reference to Exhibit 10.1 to the
Company's Form 10-Q for the quarter ended August 28, 1999.
10.15.1* The 1999 Stock Plan as Amended April 5, 2002, incorporated
herein by reference to Appendix A, page A-1, of the Company's
Proxy Statement for the fiscal year ended March 2, 2002.
10.16* Forms of Director and Employee Stock Option Agreements,
incorporated herein by reference to Exhibit 10.2 to the
Company's Form 10-Q for the quarter ended August 28, 1999.
10.17 Certificate Purchase Agreement among Pier 1 Funding, L.L.C.,
Pier 1 Imports (U.S.), Inc., the purchasers named therein and
Morgan Guaranty Trust Company of New York, as administrative
agent, incorporated herein by reference to Exhibit 10.17 to the
Company's Form 10-Q for the quarter ended September 1, 2001.
10.18 Repurchase Agreements relating to the cancellation of Series
1997-1 Class A Certificates, incorporated herein by reference to
Exhibit 10.18 to the Company's Form 10-Q for the quarter ended
September 1, 2001.
13 Annual Report to Shareholders for the fiscal year ended March 1,
2003.
21 Roster of Subsidiaries of the Company.
23 Consent of Independent Auditors.
99.1 Management's certifications required pursuant to Sec. 906 of the
Sarbanes-Oxley Act of 2002.
</Table>
*Management Contracts and Compensatory Plans