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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended January 30, 2000
Commission file number 000-12704
WILLIAMS-SONOMA, INC.
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA 94-2203880
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3250 VAN NESS AVENUE, SAN FRANCISCO, CA 94109
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (415) 421-7900
Securities registered pursuant to Section 12(b) of the Act: Common Stock
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by checkmark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by checkmark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of March 31, 2000, the approximate aggregate market value of voting
stock held by non-affiliates of the Registrant was $1,345,162,000 using the
closing sales price on this day of $31.00. It is assumed for purposes of this
computation an affiliate includes all persons registered as Registrant insiders
with the Securities and Exchange Commission, as well as the Registrant's
Associate Stock Incentive Plan.
As of March 31, 2000, 55,554,438 shares of the Registrant's Common Stock
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
January 30, 2000 (the "1999 Annual Report") in Parts I and II hereof and
attached hereto as Exhibit 13;
2) Registrant's Proxy Statement for the 2000 Annual Meeting (the "Proxy
Statement") in Part III hereof.
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WILLIAMS-SONOMA, INC.
FORM 10-K ANNUAL REPORT
FISCAL YEAR ENDED JANUARY 30, 2000
TABLE OF CONTENTS
PAGE
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PART I
Item 1. Business 3
Item 2. Properties 5
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 5
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder 6
Matters
Item 6. Selected Financial Data 6
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 6
Item 7A. Quantitative and Qualitative disclosure about market risk 6
Item 8. Financial Statements and Supplementary Data 7
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 7
PART III
Item 10. Directors and Executive Officers of the Registrant 8
Item 11. Executive Compensation 8
Item 12. Security Ownership of Certain Beneficial Owners and Management 8
Item 13. Certain Relationships and Related Transactions 8
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 9
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PART I
ITEM 1. BUSINESS
Williams-Sonoma, Inc. and its subsidiaries (the Company) are specialty retailers
of products for the home. The retail segment sells its products through its
three retail concepts: Williams-Sonoma, Pottery Barn and Hold Everything. The
direct-to-customer segment sells similar products through its five direct-mail
catalogs, Williams-Sonoma, Pottery Barn, Pottery Barn Kids, Hold Everything and
Chambers, and the Internet (Williams-Sonoma only). Based on net sales in fiscal
1999, retail accounted for 62.8% of the business and direct-to-customer
accounted for 37.2%. The principal concepts in both retail and
direct-to-customer are Williams-Sonoma and Pottery Barn, which sell cookware
essentials and contemporary tableware and home furnishings, respectively. The
Pottery Barn Kids catalog was introduced in January 1999. In June 1999, the
Company launched its Williams-Sonoma Internet Wedding and Gift Registry web site
and in November 1999 the Company launched its Williams-Sonoma e-commerce site.
The Company believes that it is one of the country's largest specialty retailers
of products for the home, and that the Company's five merchandising concepts
together can fulfill a customer's home-centered needs.
RETAIL STORES
The retail segment has three merchandising concepts: Williams-Sonoma, Pottery
Barn and Hold Everything. Williams-Sonoma stores offer a wide selection of
culinary and serving equipment, including cookware, cookbooks, cutlery, informal
dinnerware, glassware and table linen. In addition, these stores carry a variety
of quality foods, including a line of Williams-Sonoma food products, such as
gourmet coffees and pasta sauces. Pottery Barn stores feature a large assortment
of items in casual home furnishings, flatware and table accessories from around
the world that are designed to be combined to create a dynamic look in the home.
The Hold Everything concept was developed by the Company to offer innovative
solutions to household storage needs by providing efficient organization
solutions for every room in the house.
As of January 30, 2000 the Company operated 344 retail stores, located in 39
states and the District of Columbia. This represents 185 Williams-Sonoma, 117
Pottery Barn, 32 Hold Everything, and 10 outlet stores, of which 128
Williams-Sonoma and 100 Pottery Barn stores are large-format. The prototypical
1999 large-format stores range from 5,700 - 8,800 selling square feet for
Pottery Barn stores, and 2,700-6,300 selling square feet for Williams-Sonoma
stores and enable the Company to more clearly display merchandise. Large-format
stores accounted for 76% of retail sales in fiscal 1999 versus 68% of retail
sales in fiscal 1998. In fiscal 2000, the Company plans to increase leased
square footage by approximately 22%. Planned store openings in fiscal 2000
include the introduction of six Pottery Barn Kids retail locations.
DIRECT-TO-CUSTOMER OPERATIONS
The Company's direct-to-customer business began in 1972 when it introduced its
flagship catalog, "A Catalog for Cooks," which markets the Williams-Sonoma
brand. Since then, it has expanded its direct-to-customer business to include
the four other concepts - Pottery Barn, Pottery Barn Kids, Hold Everything, and
Chambers. Of these five merchandising concepts, Pottery Barn has been the major
source of sales growth in the direct-to-customer division for the last several
years. Fiscal 1999 sales for Pottery Barn Kids, which debuted in January 1999,
were more than double the Company's original sales plan. Management believes
that the success of the Pottery Barn brand and its extension, Pottery Barn Kids,
reflects the Company's continuing investment in product design and quality, and
the consumer recognition achieved through the Pottery Barn catalogs and design
studio stores. The Company expects to introduce a Pottery Barn Bed and Bath
catalog in the second quarter of fiscal 2000.
The Company sends its catalogs to addresses from its proprietary customer list,
as well as to names from lists which the Company receives in exchange or rents
from other mail order merchandisers, magazines and other companies. In
accordance with prevailing industry practice, the Company rents its list to
other merchandisers. The Company's customer list is continually updated to
include new prospects and eliminate non-responders.
In May 1999, the Company sold the Gardeners Eden catalog to Brookstone, Inc. to
allow greater focus on existing company brands and the Internet. As a result of
the sale, the Company recognized a $3,962,000 pre-tax gain ($2,437,000
after-tax).
In June 1999 the Company launched its Williams-Sonoma Internet Wedding and Gift
Registry web site and in November 1999 the Company launched its Williams-Sonoma
e-commerce site. Management expects to add a Pottery Barn e-commerce site in the
summer of fiscal 2000.
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The direct-to-customer business complements the retail business by building
customer awareness of a brand and acting as an effective advertising vehicle. In
addition, the Company believes that the mail order catalogs and the Internet act
as a cost efficient means of testing market acceptance of new products.
SUPPLIERS
The Company purchases its merchandise from numerous foreign and domestic
manufacturers and importers, none of which accounted for more than 3% of
purchases during fiscal 1999. Approximately 49% of the Company's payments for
merchandise were to foreign vendors, most of which are located in Europe and
Asia.
MANAGEMENT INFORMATION SYSTEMS
In fiscal 1999, the Company spent approximately $25 million on information
systems development, which includes the Internet. In fiscal 2000, the Company is
planning to spend approximately $30 million on information systems which will
include development of a Pottery Barn e-commerce site.
COMPETITION AND SEASONALITY
The specialty retail business is highly competitive. The Company's specialty
retail stores, mail order catalogs and the Internet compete with other retail
stores, including specialty stores and department stores, other mail order
catalogs and other e-commerce web sites. The substantial sales growth in the
direct-to-customer industry within the last decade has encouraged the entry of
many new competitors and an increase in competition from established companies.
The Company competes on the basis of the quality of its merchandise, service to
its customers and its proprietary customer list.
The Company's business is subject to substantial seasonal variations in demand.
Historically, a significant portion of the Company's sales and net income have
been realized during the period from October through December, and levels of net
sales and net income have generally been significantly lower during the period
from January through September. The Company believes this is the general pattern
associated with the direct-to-customer and retail industries. In anticipation of
its peak season, the Company hires a substantial number of additional employees
in its retail stores and direct-to-customer processing and distribution areas,
and incurs significant fixed catalog production and mailing costs. (See
Quarterly Financial Information on page 57 of the 1999 Annual Report which is
incorporated herein by reference).
EMPLOYEES
At January 30, 2000, the Company employed approximately 18,000 persons,
approximately 4,800 of whom were full-time employees. During the fiscal 1999
peak season the Company hired approximately 7,000 temporary employees in its
stores and in its direct-to-customer processing and distribution areas.
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ITEM 2. PROPERTIES
The Company's corporate offices are located in two facilities in San Francisco,
California. The primary headquarters building is security for a mortgage
agreement entered into with a bank in 1994. The second corporate office is held
under a lease.
Two of the Company's distribution facilities are leased from two partnerships
whose partners include directors, executive officers and/or significant
shareholders of the Company. (See Note F of the Company's Consolidated
Financial Statements).
In fiscal 1998, the Company leased a 750,000 square foot retail distribution
facility located in Olive Branch, Mississippi. The lease covers 22.5 years with
two optional five-year renewals. Rental payments for the primary term, which
commenced in July 1999, are payable at an average annual rate of $3,100,000. In
September 1999, the lease was amended to include a 261,000 square-foot
expansion. Rent for the expansion commenced in January 2000 and is estimated at
an average annual rate of $855,000.
In January 2000, the Company entered into an agreement to lease an additional
1,100,000 square-foot distribution facility in Olive Branch, Mississippi. The
lease covers a 23-year term with two optional five-year renewals. Rent will
commence upon completion of the facility, currently anticipated to be August
2000. Rental payments for the primary term are estimated to average $4,500,000
annually. These estimated rental payments are subject to adjustment upon
completion of construction and finalization of costs.
The Company's net selling area, at January 30, 2000, totaled approximately
1,497,000 square feet of leased space for 344 stores compared to approximately
1,217,000 square feet for 298 stores at the end of the prior year. All of the
existing stores are leased by the Company with original lease terms ranging from
3 to 23 years extending through 2022, except for one store lease with a 49-year
term extending though 2040. Most store leases require the payment of minimum
rentals against percentage rentals based on store sales. Certain leases contain
renewal options for periods of up to 20 years. (See Note E of the Company's
Consolidated Financial Statements).
In February 2000 the Company purchased a 204,000 square foot office building in
San Francisco, California, for the purpose of consolidating certain headquarters
staff and to provide for future growth. The purchase price of $80,000,000 was
financed by amending the Company's existing letter of credit agreement to add a
$75,000,000 revolving line of credit. (See Note C of the Company's Consolidated
Financial Statements).
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings against the Company. The Company
is, however, involved in routine litigation arising in the ordinary course of
its business, and, while the results of the proceedings cannot be predicted with
certainty, the Company believes that the final outcome of such matters will not
have a materially adverse effect on the Company's consolidated financial
position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the fourth
quarter of the 1999 fiscal year.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
MARKET INFORMATION
The Company's common stock is currently traded on the New York Stock Exchange
(NYSE) under the ticker symbol "WSM". Information contained under the caption
"Common Stock" on page 57 of the 1999 Annual Report is incorporated herein by
reference. The closing sales price of the Company's stock in the New York Stock
Exchange (NYSE) on March 31, 2000 was $31.00.
SHAREHOLDERS
The number of shareholders of record as of March 31, 2000 was approximately 564.
This number excludes shareholders whose stock is held in nominee or street name
by brokers.
DIVIDEND POLICY
The Company has never declared or paid a cash dividend on its common stock. In
addition, the Company is prohibited from doing so by certain covenants in its
bank credit agreement and is limited to a maximum dollar amount as determined in
accordance with covenants in its 7.2% Senior Note agreement. (See Note C of the
Company's Consolidated Financial Statements).
STOCK SPLITS
There were no stock splits during fiscal year 1999.
ITEM 6. SELECTED FINANCIAL DATA
Information contained under the caption "Five Year Selected Financial Data" on
page 37 of the 1999 Annual Report is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Information contained under the caption "Management's Discussion and Analysis"
on pages 38 - 42 of the 1999 Annual Report is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Information contained under the caption "Quantitative and Qualitative Disclosure
About Market Risk" on page 41 of the 1999 Annual Report is incorporated herein
by reference.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following documents are incorporated by reference to pages 43 through 55 of
the 1999 Annual Report to Shareholders filed as Exhibit 13 to this Annual Report
on Form 10-K:
Independent Auditors' Report
Consolidated Balance Sheets as of January 30, 2000 and January 31, 1999
Consolidated Statements of Earnings for the years ending January 30,
2000, January 31, 1999 and February 1, 1998
Consolidated Statements of Shareholders' Equity for the years ending
January 30, 2000, January 31, 1999 and February 1, 1998
Consolidated Statements of Cash Flows for the years ending January 30,
2000, January 31, 1999 and February 1, 1998
Notes to Consolidated Financial Statements
The unaudited quarterly information contained under the caption "Quarterly
Financial Information" on page 56 of the 1999 Annual Report is incorporated
herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information contained in the table under the caption "Election of Directors" in
the Proxy Statement is incorporated herein by reference.
Information contained on page 1 of the Proxy Statement in the last paragraph
under the caption "Voting Securities and Principal Shareholders" is incorporated
herein by reference.
At each Annual Meeting, directors are elected to serve until the next annual
meeting of shareholders or until the election and qualification of their
successors. Subject to the amendment approval by the shareholders, the Company's
Bylaws provide for not less than seven nor more than thirteen directors, the
exact number following the May 31, 2000 Annual Meeting having been fixed by the
Board of Directors at eleven.
Executive officers of the Company are elected by the Board of Directors at the
annual organizational meeting held immediately following the Annual Meeting and
serve at the pleasure of the Board. Information contained in the first table
under the caption "Information Concerning Executive Officers" on page 8 of the
Proxy Statement is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information relating to the aggregate cash compensation paid by the Company to
each of its five most highly-compensated executive officers for the fiscal year
ended January 30, 2000, is contained under the caption "Executive Compensation"
on pages 9 through 12 of the Proxy Statement and is incorporated herein by
reference (except the information contained in the Compensation Committee Report
and the Performance Graph).
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
a) Information with respect to those persons known to the Company to be
beneficial owners of more than 5% of its common stock, as of March 31,
2000, is contained under the caption "Voting Securities and Principal
Shareholders" on pages 1 through 4 of the Proxy Statement and is
incorporated herein by reference.
b) Information concerning the beneficial ownership of the Company's common
stock by its directors, by each executive officer named in the "Summary
Compensation Table" set forth on page 9 of the Proxy Statement, and by
its directors and officers as a group, as of March 31, 2000, is
contained in the tables under the captions "Voting Securities and
Principal Shareholders" and "Election of Directors" on pages 1 through
10 of the Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to certain relationships and related transactions is
contained under the caption "Certain Transactions" on page 7 of the Proxy
Statement and is incorporated herein by reference (see Note F of Notes to
Consolidated Financial Statements).
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Documents filed as part of the Form 10-K: See Item 8 for a list of
Financial Statements incorporated herein by reference.
(a)(2) Financial Statement Schedules
DESCRIPTION PAGE
----------- ----
Independent Auditors' Report on Financial Statement Schedule 10
Schedule II Valuation and Qualifying Accounts 11
Schedules other than those referred to above have been omitted because
they are not required or are not applicable.
(b) Reports on Form 8-K: No Form 8-K filings were made during the last
quarter of the fiscal year ended January 30, 2000.
(c) Exhibits: See Exhibit Index on pages 14 through 19.
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INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Shareholders
of Williams-Sonoma, Inc.:
We have audited the consolidated financial statements of Williams-Sonoma, Inc.
and subsidiaries as of January 30, 2000 and January 31, 1999, and for each of
the three fiscal years in the period ended January 30, 2000, and have issued our
report thereon dated March 24, 2000; such financial statements and report are
included in your 1999 Annual Report to Shareholders and are incorporated herein
by reference. Our audits also included the financial statement schedule of
Williams-Sonoma, Inc. and subsidiaries listed in Item 14(a)(2). This financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
/s/ Deloitte & Touche LLP
- -----------------------------------
San Francisco, California
March 24, 2000
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SCHEDULE II
WILLIAMS-SONOMA, INC. & SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
----------------------------------- ------------ ------------ -------------- ----------
ADDITIONS
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND END OF
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS PERIOD
----------------------------------- ------------ ------------ -------------- ----------
Fiscal year ended February 1, 1998:
Allowance for Doubtful Accounts $ 186,000 $ 20,000 -- $ 206,000
Fiscal year ended January 31, 1999:
Allowance for Doubtful Accounts $ 206,000 $ 24,000 -- $ 230,000
Fiscal year ended January 30, 2000:
Allowance for Doubtful Accounts $ 230,000 $ 20,000 -- $ 250,000
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.
WILLIAMS-SONOMA, INC.
Date: April 26, 2000 By /s/ W. Howard Lester
-------------------------
Chairman and Chief Executive Officer
Director
Pursuant to the requirements of Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
Date: April 26, 2000 /s/ W. Howard Lester
-----------------------------------
W. Howard Lester
Chairman
Chief Executive Officer
Director
Date: April 26, 2000 /s/ John W. Tate
-----------------------------------
John W. Tate
Senior Vice President
Chief Financial Officer
Date: April 26, 2000 /s/ Sharon McCollam
-----------------------------------
Sharon McCollam
Vice President, Finance
Date: April 26, 2000 /s/ Charles E. Williams
-----------------------------------
Charles E. Williams
Founder and Vice-Chairman
Director
Date: April 26, 2000 /s/ Gary G. Friedman
-----------------------------------
Gary G. Friedman
Chief Merchandising Officer
President-Retail Division
Director
Date: April 26, 2000 /s/ Patrick J. Connolly
-----------------------------------
Patrick J. Connolly
Executive Vice President
General Manager-Catalog
Assistant Secretary and Director
Date: April 26, 2000 /s/ Adrian D.P. Bellamy
-----------------------------------
Adrian D.P. Bellamy
Director
Date: April 26, 2000 /s/ James M. Berry
-----------------------------------
James M. Berry
Director
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Date: April 26, 2000 /s/ Nathan Bessin
-----------------------------------
Nathan Bessin
Director
Date: April 26, 2000 /s/ Janet Emerson
-----------------------------------
Janet Emerson
Director
Date: April 26, 2000 /s/ James A. McMahan
-----------------------------------
James A. McMahan
Director
Date: April 26, 2000 /s/ John E. Martin
-----------------------------------
John E. Martin
Director
Date: April 26, 2000 /s/ Edward A. Mueller
-----------------------------------
Edward A. Mueller
Director
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EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K
FOR THE
FISCAL YEAR ENDED JANUARY 30, 2000
EXHIBIT
NUMBER EXHIBIT DESCRIPTION PAGE NO.
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3.1 Restated Articles of Incorporation (incorporated by reference
to Exhibit 3.1 to the Company's Report on Form 10-Q for the
period ended October 29, 1995, as filed with the Commission on
December 12, 1995)
3.1A Certificate of Amendment of Restated Articles of Incorporation
3.2 Restated Bylaws of Registrant (incorporated by reference to
Exhibit 99.1 to the Company's Report on Form 8-K filed with
Commission on October 4, 1999)
10.1 1983 Incentive Stock Option Plan and Form of Agreement
(incorporated by reference to Exhibit 10.2 to the Company's
Registration Statement on Form S-1, as filed with the
Commission on May 25, 1983)
10.1A 1976 Stock Option Plan and Form of Agreement as amended
(incorporated by reference to Exhibit 10.20 to the Company's
Annual Report on Form 10-K for the fiscal year ended January
31, 1993 as filed with the Commission on May 3, 1993)
10.1B Amended and Restated 1993 Stock Option Plan and Form of
Agreement (incorporated by reference to Exhibit 10.1B to the
Company's Annual Report on Form 10-K for the fiscal year ended
February 1, 1998 as filed with the Commission April 22, 1998)
10.2 Warehouse - distribution facility lease dated July 1, 1983
between the Lester-McMahan Partnership as lessor and
incorporated by reference to Exhibit 10.28 to the Company's
Report on Form 10-Q for the period ended September 30, 1983, as
filed with the Commission on October 14, 1983)
10.2A The Amendment, dated December 1, 1985, to the lease for the
distribution center, dated July 1, 1983 between the Company as
lessee and the Lester-McMahan Partnership as lessor
(incorporated by reference to Exhibit 10.48 to the Company's
Annual Report on Form 10-K for the fiscal year ended February
3, 1985, as filed with the Commission on April 26, 1985)
10.2B The Sublease, dated as of August 1, 1990, by and between
Hewson-Memphis Partners and the Company (incorporated by
reference to Exhibit 10 to the Company's Report on Form 10-Q
for the period ended October 28, 1990, as filed with the
Commission on December 12, 1990)
10.2C Second Amendment to Lease between the Company and the
Lester-McMahan Partnership, dated December 1, 1993
(incorporated by reference to Exhibit 10.27 to the Company's
Annual Report on Form 10-K for the fiscal year ended January
30, 1994 as filed with the Commission on April 29, 1994)
10.2D Second Amendment to Sublease between the Company and
Hewson-Memphis Partners, dated September 1, 1994 (incorporated
by reference to Exhibit 10.38 to the Company's Report on Form
10-Q for the period ended October 30, 1994 as filed with the
Commission on December 13, 1994)
10.2E Third Amendment to Sublease between the Company and
Hewson-Memphis Partners, dated October 24, 1995 (incorporated
by reference to Exhibit 10.2E to the Company's Report on Form
10-Q for the period ended October 29, 1995 as filed with the
Commission on December 12, 1995)
10.3 Memorandum of Understanding between the Company and the State
of Mississippi, Mississippi Business Finance Corporation,
Desoto County, Mississippi, the City of Olive Branch,
Mississippi and Hewson Properties, Inc., dated August 24, 1998
(incorporated by reference to Exhibit 10.6 to the Company's
Report on Form 10-Q for the period ended August 2, 1998 as
filed with the Commission on September 14, 1998)
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EXHIBIT
NUMBER EXHIBIT DESCRIPTION PAGE NO.
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10.3A Olive Branch distribution facility lease between the Company as lessee
and Hewson/Desoto Phase I, L.L.C. as lessor, dated December 1, 1998
(incorporated by reference to Exhibit 10.3D to the Company's
Annual Report on Form 10-K for the year ended January 31, 1999,
as filed with the Commission on April 30, 1999)
10.3B First amendment to the Lease Agreement for the Company's
distribution facility located in Olive Branch, Mississippi,
dated as of September 1, 1999, between the Company as lessee
and Hewson/Desoto Phase I, LLC as lessor
10.4 The lease for the Company's Corporate Offices at 100 North
Point Street, San Francisco, California dated January 13, 1986,
between the Company as lessee and Northpoint Investors as
lessor (incorporated by reference to Exhibit 10.49 to the
Company's Annual Report on Form 10-K for the year ended
February 3, 1985, as filed with the Commission on April 26,
1985)
10.4A First amendment to the lease for the Company's Corporate
Offices at 100 North Point Street, San Francisco, California
dated January 5, 1996, between the Company as lessee and
Northpoint Investors as lessor (incorporated by reference to
Exhibit 10.3 A to the Company's Annual Report on Form 10-K for
the year ended January 28, 1996, as filed with the Commission
on April 26, 1996)
10.5 Williams-Sonoma, Inc. Employee Profit Sharing and Stock Incentive Plan
effective as of February 1, 1989 (incorporated by reference to Exhibit
4.2 of the Company's Form S-8 (File No. 33-33693) filed February 22,
1990)
10.5A Williams-Sonoma, Inc. Employee Profit Sharing and Stock Incentive Plan
Trust Agreement, dated September 20, 1989 (incorporated by reference to
Exhibit 4.2 of the Company's Form S-8 (File No. 33-33693) filed February
22, 1990)
10.5B Amendment Number One to the Williams-Sonoma, Inc. Employee Profit Sharing
and Stock Incentive Plan, dated April 27, 1990 (incorporated by reference
to the Company's Form S-8 (File No. 333-82205) filed July 2, 1999)
10.5C Amendment Number Two to the Williams-Sonoma, Inc. Employee Profit Sharing
and Stock Incentive Plan, dated December 12, 1990 (incorporated by
reference to the Company's Form S-8 (File No. 333-82205) filed July 2,
1999)
10.5D Amendment Number Three to the Williams-Sonoma, Inc. Employee Profit
Sharing and Stock Incentive Plan, dated March 10, 1992 (incorporated by
reference to the Company's Form S-8 (File No. 333-82205) filed July 2,
1999)
10.5E Amendment Number Four to the Williams-Sonoma, Inc. Employee Profit
Sharing and Stock Incentive Plan, dated June 9, 1993 (incorporated by
reference to the Company's Form S-8 (File No. 333-82205) filed July 2,
1999)
10.5F Amendment Number Five to the Williams-Sonoma, Inc. Employee Profit
Sharing and Stock Incentive Plan, dated December 23, 1993 (incorporated
by reference to the Company's Form S-8 (File No. 333-82205) filed July 2,
1999)
10.5G Amendment Number Six to the Williams-Sonoma, Inc. Employee Profit Sharing
and Stock Incentive Plan, dated May 6, 1996 (incorporated by reference to
the Company's Form S-8 (File No. 333-82205) filed July 2, 1999)
10.5H Amendment Number Seven to the Williams-Sonoma, Inc. Employee Profit
Sharing and Stock Incentive Plan, dated May 1, 1997 (incorporated by
reference to the Company's Form S-8 (File No. 333-82205) filed July 2,
1999)
10.5I Amendment Number Eight to the Williams-Sonoma, Inc. Employee Profit
Sharing and Stock Incentive Plan, dated September 16, 1997 (incorporated
by reference to the Company's Form S-8 (File No. 333-82205) filed July 2,
1999)
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EXHIBIT
NUMBER EXHIBIT DESCRIPTION PAGE NO.
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10.5J Amendment Number Nine to the Williams-Sonoma, Inc. Employee Profit
Sharing and Stock Incentive Plan, dated September 30, 1998 (incorporated
by reference to the Company's Form S-8 (File No. 333-82205) filed July 2,
1999)
10.5K Amendment Number Ten to the Williams-Sonoma, Inc. Employee Profit Sharing
and Stock Incentive Plan, dated December 31, 1998 (incorporated by
reference to the Company's Form S-8 (File No. 333-82205) filed July 2,
1999)
10.6 Purchase and Sale Agreement between the Company and
Bancroft-Whitney, a division of Thomson Legal Publishing, Inc.,
dated December 14, 1993 (incorporated by reference to Exhibit
10.29 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 30, 1994 as filed with the Commission
on April 29, 1994)
10.6A Indemnity Agreement by the Company in favor of Bank of America,
NT & SA, dated December 1, 1993 (incorporated by reference to
Exhibit 10.28 to the Company's Annual Report on Form 10-K for
the fiscal year ended January 30, 1994 as filed with the
Commission on April 29, 1994)
10.7 Note Agreement for $40,000,000 7.2% Senior Notes, dated August
1, 1995 (incorporated by reference to Exhibit 10.9 to the
Company's Report on Form 10-Q for the period ended July 30,
1995 as filed with the Commission on September 12, 1995)
10.7A Guaranty Agreement for $40,000,000 Senior Notes, dated August
1, 1995 (incorporated by reference to Exhibit 10.9A to the
Company's Report on Form 10-Q for the period ended July 30,
1995 as filed with the Commission on September 12, 1995)
10.7B Intercreditor Agreement for $40,000,000 Senior Notes, dated
August 1, 1995 (incorporated by reference to Exhibit 10.9B to
the Company's Report on Form 10-Q for the period ended July 30,
1995 as filed with the Commission on September 12, 1995)
10.8 Amended and Restated Standing Loan Agreement between the
Company and Bank of America, NT & SA, dated June 1, 1997
(incorporated by reference to Exhibit 10.1 to the Company's
Report on Form 10-Q for the period ended May 4, 1997 as filed
with the Commission on June 17, 1997).
10.9 Credit Agreement between the Company and Bank of America, NT &
SA, dated June 1, 1997 (incorporated by reference to Exhibit
10.2 to the Company's Report on Form 10-Q for the period ended
May 4, 1997 as filed with the Commission on June 17, 1997).
10.9A Agreement re: Intercreditor Agreement, dated May 22, 1997
(incorporated by reference to Exhibit 10.2A to the Company's
Report on Form 10-Q for the period ended May 4, 1997 as filed
with the Commission on June 17, 1997).
10.9B Continuing Guaranty from Pottery Barn East, Inc. to Bank of
America, NT & SA, dated June 1, 1997 (incorporated by reference
to Exhibit 10.2B to the Company's Report on Form 10-Q for the
period ended May 4, 1997 as filed with the Commission on June
17, 1997).
10.9C Continuing Guaranty from Hold Everything, Inc. to Bank of
America, NT & SA, dated June 1, 1997 (incorporated by reference
to Exhibit 10.2C to the Company's Report on Form 10-Q for the
period ended May 4, 1997 as filed with the Commission on June
17, 1997).
10.9D Continuing Guaranty from Williams-Sonoma Stores, Inc. to Bank
of America, NT & SA, dated June 1, 1997 (incorporated by
reference to Exhibit 10.2D to the Company's Report on Form 10-Q
for the period ended May 4, 1997 as filed with the Commission
on June 17, 1997).
10.9E Continuing Guaranty from Chambers Catalog Company, Inc. to Bank
of America, NT & SA, dated June 1, 1997 (incorporated by
reference to Exhibit 10.2E to the Company's Report on Form 10-Q
for the period ended May 4, 1997 as filed with the Commission
on June 17, 1997).
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10.9F Continuing Guaranty from Gardeners Eden, Inc. to Bank of America, NT &
SA, dated June 1, 1997 (incorporated by reference to Exhibit 10.2F to the
Company's Report on Form 10-Q for the period ended May 4, 1997
as filed with the Commission on June 17, 1997).
10.10 Letter of Credit Agreement between the Company and Bank of
America, NT & SA dated June 1, 1997 (incorporated by reference
to Exhibit 10.3 to the Company's Report on Form 10-Q for the
period ended May 4, 1997 as filed with the Commission on June
17, 1997)
10.10A One Bank Guaranty from Pottery Barn East, Inc. to Bank of
America, NT & SA, dated June 1, 1997 (incorporated by reference
to Exhibit 10.3A to the Company's Report on Form 10-Q for the
period ended May 4, 1997 as filed with the Commission on June
17, 1997).
10.10B One Bank Guaranty from Hold Everything, Inc. to Bank of
America, NT & SA, dated June 1, 1997 (incorporated by reference
to Exhibit 10.3B to the Company's Report on Form 10-Q for the
period ended May 4, 1997 as filed with the Commission on June
17, 1997).
10.10C One Bank Guaranty from Williams-Sonoma Stores, Inc. to Bank of
America, NT & SA, dated June 1, 1997 (incorporated by reference
to Exhibit 10.3C to the Company's Report on Form 10-Q for the
period ended May 4, 1997 as filed with the Commission on June
17, 1997).
10.10D One Bank Guaranty from Chambers Catalog Company, Inc. to Bank
of America, NT & SA, dated June 1, 1997 (incorporated by
reference to Exhibit 10.3D to the Company's Report on Form 10-Q
for the period ended May 4, 1997 as filed with the Commission
on June 17, 1997).
10.10E One Bank Guaranty from Gardeners Eden, Inc. to Bank of America,
NT & SA, dated June 1, 1997 (incorporated by reference to
Exhibit 10.3E to the Company's Report on Form 10-Q for the
period ended May 4, 1997 as filed with the Commission on June
17, 1997).
10.10F First Amendment to Syndicated Credit Agreement between the
Company and Bank of America National Trust and Savings
Association, dated May 29, 1998 (incorporated by reference to
Exhibit 10.2 to the Company's Report on Form 10-Q for the
period ended August 2, 1998 as filed with the Commission on
September 14, 1998).
10.10G Second Amendment to Syndicated Credit Agreement between the
Company and Bank of America National Trust and Savings
Association, dated June 30, 1998 (incorporated by reference to
Exhibit 10.4 to the Company's Report on Form 10-Q for the
period ended August 2, 1998 as filed with the Commission on
September 14, 1998)
10.10H Second Amendment to Letter of Credit Agreement between the
Company and Bank of America National Trust and Savings
Association, dated May 29, 1998 (incorporated by reference to
Exhibit 10.3 to the Company's Report on Form 10-Q for the
period ended August 2, 1998 as filed with the Commission on
September 14, 1998)
10.10I Third Amendment to Letter of Credit Agreement between the
Company and Bank of America National Trust and Savings
Association, dated June 30, 1998 (incorporated by reference to
Exhibit 10.5 to the Company's Report on Form 10-Q for the
period ended August 2, 1998 as filed with the Commission on
September 14, 1998)
10.10J Fourth Amendment to Letter of Credit Agreement between the
Company and Bank of America National Trust and Savings
Association, dated May 26, 1999 (incorporated by reference to
Exhibit 10.1 to the Company's Report on Form 10-Q for the
period ended August 1, 1999 as filed with the Commission on
September 13, 1999)
10.10K Third Amendment to Syndicated Credit Agreement between the
Company and Bank of America National Trust and Savings
Association, dated November 13, 1999 (incorporated by reference
to Exhibit 10.2 to the Company's Report on Form 10-Q for the
period ended August 1, 1999 as filed with the Commission on
September 13, 1999)
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10.10L Guarantee by Williams-Sonoma Stores, LLC in favor of Bank of
America National Trust and Savings Association, dated November
13, 1998 (incorporated by reference to Exhibit 10.3 to the
Company's Report on Form 10-Q for the period ended August 1,
1999 as filed with the Commission on September 13, 1999)
10.10M Fifth Amendment to Letter of Credit Agreement between the
Company and Bank of America National Trust and Savings
Association, dated September 22, 1999 (incorporated by
reference to Exhibit 10.1 to the Company's Report on Form 10-Q
for the period ended October 31, 1999 as filed with the
Commission on December 13, 1999)
10.10N Fourth Amendment to Syndicated Credit Agreement between the
Company and Bank of America National Trust and Savings
Association, dated September 22, 1999 (incorporated by
reference to Exhibit 10.2 to the Company's Report on Form 10-Q
for the period ended October 31, 1999 as filed with the
Commission on December 13, 1999)
10.10O Sixth Amendment to Letter of Credit Agreement between the
Company and Bank of America National Trust and Savings
Association, dated October 29, 1999 (incorporated by reference
to Exhibit 10.3 to the Company's Report on Form 10-Q for the
period ended October 31, 1999 as filed with the Commission on
December 13, 1999)
10.10P Fifth Amendment to Syndicated Credit Agreement between the Company and
Bank of America National Trust and Savings Association, dated as of
February 7, 2000
10.10Q Seventh Amendment to Letter of Credit Agreement between the Company and
Bank of America National Trust and Savings Association, dated as of
February 7, 2000
10.10R Continuing Guaranty from Williams-Sonoma Retail Services, Inc. to Bank of
America (formerly NT & SA), dated June 1, 1997 entered into as of
February 7, 2000.
10.10S Continuing Guaranty from Williams-Sonoma Direct, Inc. to Bank of America
(formerly NT & SA), dated June 1, 1997 entered into as of February 7,
2000.
10.10T Continuing Guaranty from Pottery Barn Kids, Inc. to Bank of America
(formerly NT & SA), dated June 1, 1997 entered into as of February 7,
2000.
10.10U One Bank Guaranty from Williams-Sonoma Retail Services, Inc. to Bank of
America (formerly NT & SA), dated June 1, 1997 entered into as of
February 7, 2000.
10.10V One Bank Guaranty from Williams-Sonoma Direct, Inc. to Bank of America
(formerly NT & SA), dated June 1, 1997 entered into as of February 7,
2000.
10.10W One Bank Guaranty from Pottery Barn Kids, Inc. to Bank of America
(formerly NT & SA), dated June 1, 1997 entered into as of February 7,
2000.
10.11 Second Amendment and Restatement of the Williams-Sonoma, Inc.
Executive Deferral Plan dated November 23, 1998 (incorporated
by reference to Exhibit 10.11 to the Company's Annual Report on
Form 10-K for the fiscal year ended January 31, 1999 as filed
with the Commission on April 30, 1999)
10.12 Office lease between TJM Properties, L.L.C. and Williams-Sonoma, Inc.,
dated as of February 13, 1998 (incorporated by reference to Exhibit 10.16
to the Company's Annual Report on Form 10-K for the fiscal year ended
February 1, 1998 as filed with the Commission on April 22, 1998)
10.13 Purchase and sale agreement and Escrow Instructions, dated as
of December 14, 1999, between the Company and Levi Strauss &
Co.
10.14 The lease for an additional Company distribution facility
located in Olive Branch, Mississippi, dated as of November 15,
1999, between the Company as lessee and Hewson/Desoto Partners,
LLC as lessor.
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10.14A Lease Guarantee from Williams-Sonoma Retail Services, Inc in
favor of Hewson/Desoto Partners, LLC dated as of November 15,
1999
11 Statement re computation of per share earnings (Incorporated
herein by reference to Note G Earnings Per Share on page 51 of
the Company's Annual Report for the fiscal year ended January
30, 2000)
13 Annual Report to security holders
21 Subsidiaries
23.1 Independent Auditors' Consent
27 Financial Data Schedule (FDS) for January 30, 2000
19