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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended February 2, 1997
Commission file number 000-12704
WILLIAMS-SONOMA, INC.
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(Exact Name of Registrant as Specified in Its Charter)
California 94-2203880
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(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
3250 Van Ness Avenue, San Francisco, CA 94109
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(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: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
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 27, 1997, the approximate aggregate market value of voting
stock held by non-affiliates of the Registrant was $556,339,000 using the
closing sales price on this day of $30.75. It is assumed for purposes of this
computation an affiliate includes all persons registered as Company insiders
with the Securities and Exchange Commission, as well as the Company's Employee
Profit Sharing and Stock Incentive Plan.
As of March 27, 1997, 25,556,814 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
February 2, 1997 (the "1996 Annual Report") in Parts I and II hereof and
attached hereto as Exhibit 13;
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2) Registrant's Proxy Statement for the 1996 Annual Meeting (the "Proxy
Statement") in Part III hereof.
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WILLIAMS-SONOMA, INC.
FORM 10-K ANNUAL REPORT
FISCAL YEAR ENDED FEBRUARY 2, 1997
TABLE OF CONTENTS
PART I PAGE
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Item 1. Business 3
Item 2. Properties 6
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of Security 7
Holders
PART II
Item 5. Market for the Registrant's Common Equity 8
and Related Stockholder Matters
Item 6. Selected Financial Data 8
Item 7. Management's Discussion and Analysis of 8
Financial Condition and Results of Operations
Item 8. Financial Statements and Supplementary Data 9
Item 9. Changes in and Disagreements with Accountants 9
on Accounting and Financial Disclosure
PART III
Item 10. Directors and Executive Officers of the 10
Registrant
Item 11. Executive Compensation 10
Item 12. Security Ownership of Certain Beneficial 10
Owners and Management
Item 13. Certain Relationships and Related Transactions 10
PART IV
Item 14. Exhibits, Financial Statement Schedules 11
and Reports on Form 8-K
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PART I
ITEM 1. BUSINESS
Williams-Sonoma, Inc., together with its subsidiaries (the Company), is a
national specialty retailer of fine quality cooking and serving equipment, home
furnishings and home and garden accessories, which it markets through 256
retail stores and five mail order catalogs. The Company believes that it is one
of the country's largest specialty retailers of such equipment, furnishings and
accessories. Retail sales accounted for approximately 63% of the Company's net
sales during the fiscal year ended February 2, 1997 (Fiscal 1996), while mail
order sales accounted for the balance.
The Company offers high quality, home-centered merchandise through five
concepts, each of which is focused on a different area of the home:
Williams-Sonoma offers culinary and serving equipment; Pottery Barn features
items in casual home furnishings, flatware and table accessories; Hold
Everything offers innovative household storage products; Gardeners Eden
features home gardening equipment and accessories; and Chambers offers high
quality bed and bath products. Together, these concepts help customers satisfy
their home-centered needs from the kitchen and garden to the bedroom and bath.
The Company was founded in 1956 in Sonoma, California, by Charles E. Williams,
currently Vice Chairman and a director of the Company. Williams-Sonoma was one
of the first retailers of fine quality cookware in the United States. Two
years later, the Sonoma store was moved to San Francisco. In 1972, the Company
began to offer its Williams-Sonoma kitchen products through mail order
catalogs. The Company expanded into areas of the home-centered business beyond
kitchen products by acquiring: Gardeners Eden, a mail order merchandiser of
home gardening and outdoor-related products, in 1982; Pottery Barn, a retailer
of home furnishings, accessories and housewares, in 1986; and California Closet
Company, Inc., a direct marketer and installer of customized closet systems, in
1990. The Company also internally developed Hold Everything, a retail and
mail order merchandiser of innovative household storage products, and Chambers,
a mail order merchandiser of high-quality bed and bath products. In August
1994 the Company sold California Closet Company, Inc., which accounted for 2%
of sales for the fiscal year ended January 30, 1994 (Fiscal 1993).
MERCHANDISING CONCEPTS
The Company has five merchandising concepts: Williams-Sonoma, Pottery Barn,
Hold Everything, Gardeners Eden, and Chambers. The Company believes that these
specialty concepts together can fulfill a customer's home-centered needs, from
the kitchen and garden to the bedroom and bath.
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RETAIL STORES
Three of the Company's five merchandising concepts are marketed through retail
stores - 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 February 2, 1997 the Company operated 256 retail stores, located in 36
states and the District of Columbia. This represents 145 Williams-Sonoma, 76
Pottery Barn, 32 Hold Everything, and 3 outlet stores, of which 56
Williams-Sonoma and 33 Pottery Barn stores are large-format. The prototypical
large-format stores range from 5,400-8,100 selling square feet for Pottery Barn
stores, and 3,000-3,800 selling square feet for Williams-Sonoma stores, and
enable the Company to more clearly display merchandise. The Company opened its
first large-format store in fiscal 1994. As leases on older stores are
expiring, the Company is closing the old store and replacing it with a
large-format store in the same market. The Company plans to open 39 new
large-format stores in fiscal 1997 (20 Pottery Barn and 19 Williams-Sonoma) and
close 14 smaller ones.
MAIL ORDER OPERATIONS
The Company's mail order business began in 1972 when it introduced its flagship
catalog, "A Catalog for Cooks," which markets the Williams-Sonoma concept.
Since then, it has expanded its mail order business to include the four other
concepts - Pottery Barn, Hold Everything, Gardeners Eden and Chambers. The
mail order business complements the retail business by building customer
awareness of a concept and acting as an effective advertising vehicle. In
addition, the Company believes that the mail order catalogs act as a cost
efficient means of testing market acceptance of new products.
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.
During the year, the Company completed the expansion and upgrade of its mail
order equipment and systems at its Memphis distribution facility and installed
a new senior management team. The Company also opened a call center in
Summerlin, Nevada, dramatically increasing its telephone capacity. As a
result, mail order operations functioned smoothly during the 1996 holiday
season and avoided many of the difficulties faced in 1994 and 1995 associated
with increased volume.
SUPPLIERS
The Company purchases its merchandise from numerous foreign and domestic
manufacturers and importers, none of which accounted for more than 4% of
purchases during Fiscal 1996. Approximately 38% of the Company's merchandise
is foreign-sourced. The primary sources for imported merchandise are located
in Europe and Asia. The Company relies on long-standing arrangements with many
of its buying agents.
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MANAGEMENT INFORMATION SYSTEMS
In 1996, in order to address problems experienced in 1995 with mail order
fulfillment, the Company significantly upgraded the information systems and
order processing equipment at its mail order distribution facility. Also in
1996, the Board of Directors approved a three-year, $25 million systems
initiative, the purpose of which is to support the Company as it grows into a
billion-dollar business and beyond. In 1997, in the first phase of the
initiative, the Company plans to spend approximately $10 million on development
and implementation of information systems, including merchandise planning and
inventory management systems.
COMPETITION AND SEASONALITY
The specialty retail business is highly competitive. The Company's specialty
retail stores and mail order catalogs compete with other retail stores,
including specialty stores and department stores and other mail order catalogs.
Certain of the Company's competitors have greater financial, distribution and
marketing resources than the Company. The recent substantial sales growth in
the mail order catalog industry 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 February through July. The Company believes this is the general
pattern associated with the mail order and retail industries. In anticipation
of its peak season, the Company hires a substantial number of additional
employees in its retail stores and mail order processing and distribution
areas, and incurs significant fixed catalog production and mailing costs. (See
Quarterly Financial Information on page 54 of the 1996 Annual Report which is
incorporated herein by reference).
EMPLOYEES
At February 2, 1997, the Company employed approximately 10,300 persons,
approximately 3,200 of whom were full-time employees. During the 1996 peak
season the Company hired approximately 4,000 temporary employees in its stores
and in its mail order 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 was purchased in 1993 and is
security for a mortgage agreement entered into with a bank in April of 1994.
The second corporate office and San Francisco call center are held under a
lease which was amended in January 1996. A third facility was in use as a call
center at the end of the 1995 fiscal year but was subsequently closed and its
employees relocated to the remaining offices.
In July 1984, the Company began distributing its merchandise through a
centralized leased facility of approximately 243,000 square feet located in
Memphis, Tennessee. In October 1986 an additional 190,000 square feet of
distribution center was constructed. The lessor is a partnership consisting of
two directors and/or officers of the Company. The construction of the entire
facility was financed by the partnership through the aggregate issuance of
$2,900,000 of industrial development bonds. The lease had an initial
non-cancelable term of ten years expiring on June 30, 1994 with two optional
five-year renewals by the Company. In December 1993, the Company exercised the
two five-year renewal options and is now obligated to lease the space until
June 30, 2004. In addition, the Company is obligated to renew the lease
annually so long as the bonds which financed the project are outstanding.
Effective July 1, 1994, the fixed basic monthly rent is $51,500. In connection
with the December 1993 transaction, both the partnership and the Company
provided to an unaffiliated bank an indemnity against certain environmental
liabilities.
In August 1990, the Company entered into a lease agreement for an additional
307,000 square feet of distribution space adjacent to its existing Memphis
facility. The lessor is a partnership that includes three directors and/or
officers of the Company. The construction was financed by the partnership
through the sale of $10,550,000 of industrial development bonds. In September
1994 the lease was amended to include an approximately 306,000 square-foot
expansion, financed by the lessor through a $500,000 capital contribution from
its partners and the sale of $9,825,000, 9.01% principal amount of industrial
development bonds. The expansion was completed in October 1995. The amended
lease has an initial, non-cancelable term of fifteen years, with three optional
five-year renewals, and mandatory annual renewals so long as the bonds are
outstanding. (See Note F of the Company's Consolidated Financial Statements).
On January 2, 1996, the Company entered an agreement to lease a 35,867
square-foot build-to-suit call center in Summerlin, Nevada. The lease covers a
ten-year term with three optional five-year renewals. Rent commenced in August
1996 at an annual basic rent amount of $529,000 for each of the first five
years of the lease and will increase to $598,000 annually for the remaining
five years. In the event that the Company should require more space to support
growth, the agreement includes an option to expand into an additional 17,920
square feet.
In July 1996, the Company secured an additional 400,232 square foot warehouse
in Memphis, Tennessee to more efficiently process non-conveyable merchandise.
The lease for the warehouse covers a nine-year term with termination rights
available after the third and sixth years, subject to penalty fees. Rent
commenced in July 1996 at a rate of $60,000 a month for the first ten months of
the lease and is scheduled to increase to $92,000 a month for the following 26
months. For the remainder of the term, the rent will increase based on a rate
to be determined using the Consumer Price Index but not to exceed five percent
of the minimum rental payments.
The Company's net selling area totaled approximately 839,000 square feet of
leased space at February 2, 1997 for 256 stores. All of the existing stores
are leased by the Company with original lease terms ranging from three to
twenty-five years, expiring between 1997 and 2015, except for one store with a
49-year lease term extending through 2040. Most leases for the Company's
stores provide for contingent rent based upon sales. (See Note E of the
Company's Consolidated Financial Statements).
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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 1996 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 NASDAQ National Market
System. Information contained under the caption "Common Stock" on page 54 of
the 1996 Annual Report is incorporated herein by reference. The closing sales
price of the Company's stock in the NASDAQ National Market System on March 27,
1997 was $30.75.
SHAREHOLDERS
The number of shareholders of record as of March 27, 1997 was approximately
537. 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.
STOCK SPLITS
In January 1994 the Company declared a 3-for-2 stock split to shareholders of
record as of January 28, 1994. The split was effected on February 18, 1994
with the issuance of 5,574,594 additional shares.
In August 1994 the Company declared a 3-for-2 stock split to shareholders of
record as of September 7, 1994. The split was effected on September 27, 1994
with the issuance of 8,414,056 additional shares.
ITEM 6. SELECTED FINANCIAL DATA
Information contained under the caption "Five Year Selected Financial Data" on
page 39 of the 1996 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 40 - 42 of the 1996 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 53 of
the 1996 Annual Report to Shareholders filed as Exhibit 13 to this Annual
Report on Form 10-K:
Independent Auditors' Report
Consolidated Balance Sheets as of February 2,
1997 and January 28, 1996
Consolidated Statements of Earnings for the 53
week period ended February 2, 1997, for the 52
week period ended January 28, 1996 and for the
52 week period ended January 29, 1995
Consolidated Statements of Shareholders' Equity
for the 53 week period ended February 2, 1997,
for the 52 week period ended January 28, 1996
and for the 52 week period ended January 29,
1995
Consolidated Statements of Cash Flows for the 53
week period ended February 2, 1997, for the 52
week period ended January 28, 1996 and for the
52 week period ended January 29, 1995
Notes to Consolidated Financial Statements
The quarterly information contained under the caption "Quarterly Financial
Information" on page 54 of the 1996 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 in the last paragraph under the caption "Voting
Securities and Principal Shareholders" on page 4 of the Proxy Statement 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. The Company's Bylaws provide for not less than six nor more than
eleven directors, the exact number having been fixed by the Board of Directors
at ten.
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 7 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 February 2, 1997, is contained under the caption "Executive Compensation"
on pages 8 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 27,
1997, is contained under the caption "Voting Securities and Principal
Shareholders" on pages 2 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 8 of the Proxy Statement, and by
its directors and officers as a group, as of March 27, 1997, 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 12
Schedule II Valuation and Qualifying Accounts 13
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 February 2, 1997.
(c) Exhibits: See Exhibit Index on pages 16 through 20.
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[DELOITTE & TOUCHE LLP LETTERHEAD]
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 February 2, 1997 and January 28, 1996, and for each of
the three fiscal years in the period ended February 2, 1997, and have issued
our report thereon dated March 26, 1997; such financial statements and report
are included in your 1996 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. 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 26, 1997
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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
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Period Ended January 29, 1995:
Allowance for Doubtful Accounts $338,000 $ 14,000 $113,000 (B) $239,000
Period Ended January 28, 1996:
Allowance for Doubtful Accounts $239,000 $119,000 $120,000 (A) $238,000
Period Ended February 2, 1997:
Allowance for Doubtful Accounts $238,000 $86,000 $138,000 (A) $186,000
(A) Consists of direct write-offs charged against the allowance account during
the period.
(B) Includes $4,000 of direct write-offs and $109,000 allowance included in the
financial statements of a wholly-owned subsidiary that was sold in August
1994.
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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 22, 1997 By/s/W. Howard Lester
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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 22, 1997 /s/W. Howard Lester
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W. Howard Lester
Chairman
Chief Executive Officer
Director
Date: April 22, 1997 /s/Dennis A. Chantland
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Dennis A. Chantland
Executive Vice President
Chief Administrative
Officer
Secretary
Date: April 22, 1997 /s/Jerry S. B. Dratler
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Jerry S. B. Dratler
Vice President, Finance
Controller
Chief Accounting Officer
Date: April 22, 1997 /s/Charles E. Williams
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Charles E. Williams
Founder and Vice-Chairman
Director
Date: April 22, 1997 /s/Gary G. Friedman
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Gary G. Friedman
Chief Merchandising Officer
President-Retail Division
Director
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Date: April 22, 1997 /s/Patrick J. Connolly
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Patrick J. Connolly
Executive Vice President
General Manager, Catalog
Director
Date: April 22, 1997 /s/James A. McMahan
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James A. McMahan
Director
Date: April 22, 1997 /s/Nathan Bessin
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Nathan Bessin
Director
Date: April 22, 1997 /s/F. Warren Hellman
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F. Warren Hellman
Director
Date: April 22, 1997 /s/Millard S. Drexler
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Millard S. Drexler
Director
Date: April 22, 1997 /s/John Martin
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John Martin
Director
Date: April 22, 1997 /s/James M. Berry
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James M. Berry
Director
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EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K
FOR THE
FISCAL YEAR ENDED FEBRUARY 2, 1997
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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)
3.2 Restated and Amended Bylaws of Registrant (incorporated by reference
to Exhibit 3.2 to the Company's Report on Form 10-K for the fiscal
year ended January 31, 1988, as filed with Commission on April 29,
1988)
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)
10.1 A 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)
10.1 B 1993 Stock Option Plan and Form of Agreement (incorporated by
reference to Exhibit 10.22 to the Company's Report on Form 10-Q for
the period ended May 2, 1993 as filed with the Commission on June
16, 1993)
10.1 C Amended and Restated 1993 Stock Option Plan
10.2 Warehouse - distribution facility lease dated July 1, 1983 between
the Lester-McMahan Partnership as lessor and the Company as lessee
(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)
10.2 A 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 Report on Form 10-K for
the fiscal year ended February 3, 1985, as filed with the Commission
on April 26, 1985)
10.2 B 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)
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10.2 C 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)
10.2 D 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)
10.2 E 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 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 Report
on Form 10-K for the year ended February 3, 1985, as filed with the
Commission on April 26, 1985)
10.3 A 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 10.3A to the
Company's Report on Form 10-K for the year ended January 28, 1996,
as filed with the Commission on April 26, 1996)
10.4 Joint Venture Agreement and Trade Name and Trade Mark Licensing
Agreement, dated May 3, 1988 between the Company and Tokyu
Department Store Co., Ltd. (incorporated by reference to Exhibit
10.1 to the Company's Report on Form 10-Q for the period ended July
31, 1988, as filed with the Commission on September 15, 1988)
10.4 A Stock Purchase Agreement dated as of May 15, 1989, by and between
the Company and Tokyu Department Store Co., Ltd. (incorporated by
reference to Exhibit 4.1 to the Company's registration statement on
Form S-2 filed with the Commission on June 28, 1990 as amended by
amendment Number 1 on Form S-2 filed with the Commission on July 17,
1990)
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)
10.5 A 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)
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10.5 B Amendment Number One to the Williams-Sonoma, Inc. Employee Profit
Sharing and Stock Incentive Plan, dated April 27, 1990 (incorporated
by reference to Exhibit 10.20 to the Company's Annual Report on Form
10-K for the fiscal year ended February 3, 1991, as amended by a
Form 8 Amendment to Form 10-K, filed with the Commission on July 26,
1991)
10.5 C Amendment Number Two to the Williams-Sonoma, Inc. Employee Profit
Sharing and Stock Incentive Plan, dated December 12, 1990
(incorporated by reference to Exhibit 10.21 to the Company's Annual
Report on Form 10-K for the fiscal year ended February 3, 1991, as
amended by a Form 8 Amendment to Form 10-K, filed with the
Commission on July 26, 1991)
10.5 D Amendment Number Three to the Williams-Sonoma, Inc. Employee Profit
Sharing and Stock Incentive Plan, dated March 10, 1992 (incorporated
by reference to Exhibit 10.21 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)
10.5 E Amendment Number Four to the Williams-Sonoma, Inc. Employee Profit
Sharing and Stock Incentive Plan, dated June 9, 1993 (incorporated
by reference to Exhibit 10.24 to the Company's Report on Form 10-Q
for the period ended May 2, 1993 as filed with the Commission on
June 16, 1993)
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)
10.6 A Standing Loan Agreement and Deed of Trust between the Company and
Bank of America, NT & SA, dated March 9, 1994 (incorporated by
reference to Exhibit 10.31 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)
10.6 B 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 Second Amended and Restated Credit Agreement between the Company and
Bank of America, NT & SA, dated March 29, 1996 (incorporated by
reference to Exhibit 10.6G to the Company's Report on Form 10-K for
the period ended January 28, 1996 as filed with the Commission on
April 26, 1996 )
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10.7 A Continuing Guaranty from Pottery Barn East Inc. to Bank of America,
NT & SA, dated August 7, 1995 (incorporated by reference to Exhibit
10.6 F 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)
10.7 B Continuing Guaranty from Hold Everything, Inc. to Bank of America,
NT & SA, dated August 7, 1995 (incorporated by reference to Exhibit
10.6 G 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)
10.7 C Continuing Guaranty from Williams-Sonoma Stores, Inc. to Bank of
America, NT & SA, dated August 7, 1995 (incorporated by reference to
Exhibit 10.6 H 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)
10.7 D Continuing Guaranty from Chambers Catalog Company, Inc. to Bank of
America, NT & SA, dated August 7, 1995 (incorporated by reference to
Exhibit 10.6 I 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)
10.7 E Continuing Guaranty from Gardener's Eden, Inc. to Bank of America,
NT & SA, dated August 7, 1995 (incorporated by reference to Exhibit
10.6 J 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 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)
10.8 A 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)
10.8 B 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)
10.9 Purchase Agreement for $40,000,000 5.25% Convertible, Subordinated
Notes, dated April 10, 1996 (incorporated by reference to Exhibit
10.10 to the Company's Report on Form 10-K for the period ended
January 28, 1996 as filed with the Commission on April 26, 1996)
10.9 A Indenture for $40,000,000 5.25% Convertible, Subordinated Notes,
dated April 15, 1996 (incorporated by reference to Exhibit 10.10A to
the Company's Report on Form 10-K for the period ended January 28,
1996 as filed with the Commission on April 26, 1996)
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10.9 B Registration Rights Agreement relating to $40,000,000 5.25%
Convertible, Subordinated Notes, dated April 15, 1996 (incorporated
by reference to Exhibit 10.10B to the Company's Report on Form 10-K
for the period ended January 28, 1996 as filed with the Commission
on April 26, 1996 )
10.10 Settlement Agreement and General Release between Williams-Sonoma,
Inc. and Robert K. Earley dated February 14, 1997.
11 Statement re computation of per share earnings
13 Annual report to security holders
21 Subsidiaries
23 Independent Auditors' Consent
27 Financial Data Schedule
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