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FORM 10-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 1, 2000
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. 0-21768
D.I.Y. HOME WAREHOUSE, INC.
(Exact name of registrant as specified in its charter)
STATE OF OHIO 38-2560752
(State of Incorporation) (I.R.S. Employer I.D. No.)
5811 CANAL ROAD
VALLEY VIEW, OHIO 44125
(216) 328-5100
(Address of principal executive offices and telephone number)
Securities Registered Pursuant to Section 12(b) of the Act:
NONE
Securities Registered Pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Yes X No
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and 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
---- ----
As of March 3, 2000, the aggregate market value of the Registrant's
voting stock held by non-affiliates of the Registrant was $1,298,521 determined
in accordance with the highest price at which the stock was sold on such date as
reported by the OTC Bulletin Board.
As of March 3, 2000, there were 7,276,059 outstanding shares of the
Registrant's common stock.
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DOCUMENTS INCORPORATED BY REFERENCE
The Registrant's Proxy Statement for its Annual Meeting of Shareholders
which will be filed with the Securities and Exchange Commission pursuant to
Regulation 14A within 120 days of the close of the Registrant's fiscal year, is
incorporated by reference in answer to Part III of this Annual Report on Form
10-K to the extent noted herein. In addition, pages 2 through 12 of D.I.Y. Home
Warehouse, Inc.'s 1999 Annual Report to Shareholders are incorporated by
reference in answer to Items 6, 7 and 8 of Part II and Item 14(a)(1) of Part IV
of this report.
PART I
ITEM 1. BUSINESS
GENERAL
D.I.Y. Home Warehouse, Inc. ("DIY" or the "Company") operates eleven
retail warehouse-format home improvement centers that sell products primarily to
do-it-yourself home repair and remodeling customers. The Company's "DIY Home
Warehouse" stores are located in Northeast Ohio and range in size from 66,000 to
109,000 square feet of enclosed selling space with an additional 12,000 to
20,000 square feet of outside selling space. Six of these retail centers are
located in the Cleveland metropolitan area, three stores are in the Akron area
and one store each is located in Warren and Ashtabula. DIY offers a high level
of customer service, making shopping at its stores easy and convenient and,
through its displays and trained staff, enabling do-it-yourself shoppers to
conceptualize, design and complete their own home repair, maintenance and
improvement projects. The Company also offers kitchen, bath and other product
installation for its customers.
MERCHANDISING
DIY offers a wide selection of home improvement products at everyday
low prices. Each store carries approximately 30,000 SKUs, including variations
in color and size. Brand name products are carried throughout each store. In
addition, the Company carries several private label products, including paints
and doors.
The Company seeks to carry a broad and deep product selection in its
core product areas. Core product areas are characterized by a high need for
specialized customer service. The Company's two core product areas consist of
(a) Paint, Home Decorating, Floorcoverings and Ready To Assemble Furniture, and
(b) Lawn and Garden. In its non-core product areas, DIY seeks to carry as deep a
selection as its competitors, but does not seek to carry a broad selection of
products within the same category. Non-core product areas are characterized by
products which do not require a high level of specialized service, but which are
better stocked and sold in traditional warehouse-format for customer
convenience. The Company's non-core product areas are Electrical, Lighting and
Fans, Hardware, Plumbing and Building Materials.
The following table depicts the percentage of total net sales data for
the periods indicated, by product area.
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FISCAL YEAR ENDED
--------------------------------------------------------------------------------
PRODUCT AREA JANUARY 1, 2000 JANUARY 2, 1999 JANUARY 3, 1998
- ------------ --------------- --------------- ---------------
A. Kitchen, Plumbing and Bath 18.4% 20.2% 21.2%
B. Paint, Home Decorating,
Floorcoverings and Furniture 19.0 17.0 17.0
C. Lawn and Garden 18.9 18.0 15.0
D. Lumber, Building Materials and
Doors and Windows 26.9 28.0 29.2
E. Electrical, Lighting and Fans 8.9 9.0 9.6
F. Hardware and Tools 7.9 7.8 8.0
------- ------- -------
100.0% 100.0% 100.0%
===== ===== =====
Kitchen, Plumbing, and Bath. The Company carries a wide selection of
kitchen cabinets, sinks, toilets, bathtubs, faucets, bathroom vanities and tops,
shower surrounds and related products utilized in kitchen and bath remodeling
projects. DIY offers two complete lines of ready to assemble cabinets and two
lines of assembled cabinets which are stocked for customer carryout. The Company
offers products over a broad price range but focuses its presentation on the
more popular price product group in this category. Sales associates are
available to assist customers in planning and designing remodeling projects as
well as assisting in product selection.
Paint, Home Decorating, Floorcoverings, and Furniture. The Company
offers a wide assortment of interior and exterior paints, stains, varnishes and
other surface applications, as well as sundry related supplies such as paint
brushes, sand paper, paint thinner, glues and other similar items. Blinds and
window treatments, closet and storage materials, wall coverings, floorcoverings
(rugs, tiles and similar items) and other home decorating items are also
featured in this product area. In addition to budget priced DIY "house label"
products, DIY offers products from manufacturers such as Dutch Boy, Enterprise,
Behr, Levolor and Cuprinol. Salespeople are available to computer custom match
and mix paint colors and otherwise assist customers in planning and selecting
products for their home decorating projects.
Lawn and Garden. The Company carries a wide selection of seasonal items
relating to landscaping and yard beautification and maintenance, such as annual
flowers and other nursery stock, fertilizers, lawn mowers and garden tractors,
barbecues and grills, soils and mulches, lawn and garden maintenance tools and
similar items. DIY has enhanced its selection of patio furniture to fill a void
in its market area with regard to the mid range price points in this category.
DIY seeks to provide a large selection of lawn and garden goods, at high quality
and low prices. This department provides both significant sales primarily in the
second and third quarters of the year and substantial traffic of potential
customers for other departments.
Lumber, Building Materials, and Doors and Windows. The Company carries
a wide selection of exterior and interior doors, storm windows and doors, steel
entry doors, pre-hung doors, window units, skylights, moldings and other related
products. This product area also offers treated and dimensional lumber, plywood,
pine boards and other wood products.
Electrical, Lighting and Fans, and Hardware and Tools. The Company
offers a selection of heaters and fans, lights, lighting fixtures, switch
plates, light bulbs, outlets, switches, electrical wire and conduit, fuses and
circuit breakers, related electrical products, hand and power tools and
accessories, fasteners, chains and other related tools and items. The Company
features a large, attractive lighting display area with working samples. The
Company's Hardware and Tools product area provides all necessary equipment to
complete a do-it-yourself customer project.
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CUSTOMER SERVICE
DIY seeks to provide superior service for every customer by hiring
experienced personnel, including people with experience in the building trades
such as plumbers and electricians, and by providing these employees with
in-store and vendor-supported product training. Specially trained personnel are
available in every product area (or "department"), particularly in the core
departments, to help customers conceptualize and plan virtually any home
improvement project.
Customer questions, problems, returns and exchanges are handled at a
convenient service desk near the main entrance to the store. Virtually all items
offered by the Company carry the manufacturers' full product warranties. The
Company has a "no-hassle" return policy for all of its products. If a customer
is not satisfied, the Company will have the product repaired, exchange the
product or refund the product purchase price. The Company does not operate a
repair department.
The Company accepts cash, check, Visa, MasterCard, American Express and
Discover. DIY home centers are open seven days a week, from 7:30 a.m. to 9:00
p.m. on weekdays and Saturdays and from 9:00 a.m. to 6:00 p.m. on Sundays.
PURCHASING AND DISTRIBUTION
The Company purchases over 85% of its merchandise directly from
manufacturers. The balance, which are generally high turnover but long lead time
items, are purchased through and stocked by distributors. Product re-orders are
initiated at the store department level, after review of available stock and
applying local knowledge as to sales patterns for particular items. Merchandise
selection is centrally handled by buyers at the headquarters level to attain the
most attractive volume discounts and programs available. DIY has a staff of five
merchandisers, who report to the Company's President and Chief Executive
Officer. Each merchandiser has responsibility for specified product categories.
During fiscal 1999, the Company's top 10 vendors accounted for
approximately 26% of its purchases, with no single supplier accounting for more
than 8% of Company purchases. The number of active vendors is approximately 620.
The Company is not dependent on any one vendor for any significant product. The
Company does not license or contract the operating of departments within its
stores to outside providers.
The majority of the merchandise purchased by the Company is shipped by
the vendors directly to its stores. The Company thereby largely avoids the costs
associated with maintaining a distribution center or warehouse, and does not
incur costs of moving inventory from storage sites to the stores. However, a
warehouse is used for situations involving import and/or seasonal product
categories, for cross docking and/or temporary storage where a cost-benefit
advantage exists. All merchandise is displayed on the sales floor in the lower
levels of warehouse type racks, with stock stored in the upper racks. In this
way, on-site storeroom space requirements are minimized, and utilization of
available store space for sales is maximized.
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The Company stocks inventory at levels appropriate to support its
warehouse home center format and its wide product selection consisting of
approximately 30,000 SKUs. The Company generally experiences its highest working
capital requirements with respect to inventory during March and April when
inventory quantities are increased in anticipation of higher spring and summer
sales.
MANAGEMENT INFORMATION SYSTEMS
The Company's information system strategy is to provide excellent
customer service and reliable, timely information to manage DIY. The
infrastructure for the Company's Local Area Network (LAN) and Wide Area Networks
(WAN) consists of the IBM AS/400 processor for its mission critical
applications, Microsoft NT and Novell for its networked servers and personal
computers. Margin, sales and inventory information is delivered through the DIY
Network and processed at headquarters daily. The Company's strategic IT
architecture is flexible enough to accommodate a mix of systems while retaining
the ability to centralize or delegate management and control of these systems.
MARKETING
The Company's marketing program is designed to create an awareness of
DIY's comprehensive selection of brand name merchandise, superior customer
service and everyday low prices. The Company's primary advertising vehicle is
local newspaper advertising, which currently consists of circulars, tablets or
flyers included with the Sunday newspaper in its markets. The Company also
engages in electronic advertising--both television and radio--in order to
enhance consumer recognition of the DIY Home Warehouse name and product
assortment or to promote a sense of urgency regarding the purchase of a
particular product or group of products.
COMPETITION
The home improvement, hardware and garden businesses are all highly
competitive. The Company competes against traditional hardware, plumbing,
electrical and home supply retailers, as well as warehouse-format and discount
retail stores and many of the Company's competitors have substantially greater
resources than DIY. Builders Square and Lowe's Company have had stores in the
Company's markets since 1985 and 1994, respectively. However, Builders Square
filed for Chapter 7 bankruptcy protection and exited the Northeastern Ohio
marketplace during fiscal 1999. Lowe's has continued to expand with additional
locations in 1996, 1997 and 1998. Beginning in the fourth quarter of 1997 and
continuing through 1999, Home Depot began operations in several of the Company's
markets. Both Home Depot and Lowe's have announced further expansion plans in
2000. In addition, there has been increasing consolidation within the home
improvement industry, which may provide certain entities increased competitive
advantages. Specifically, increased competition including, but not limited to,
additional competitors' store locations, price reductions, and advertising and
marketing campaigns could have a material adverse effect on the Company's
business, recoverability of asset values, financial condition and operating
results.
EMPLOYEES
Each DIY home center employs approximately 50 to 80 employees,
supervised by a store manager, three assistant managers and 4 to 8 department
heads. As of January 1, 2000, the Company employed approximately 702 persons,
approximately 471 of whom were full-time employees. DIY is not a party to any
collective bargaining agreements. The Company considers its relations with its
employees to be excellent.
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ITEM 2. PROPERTIES
Each DIY home center is individually designed based on the particular
characteristics of the property, with the overall goal of achieving a relatively
uniform "look" among all the stores, including the same product areas. All
stores are conveniently located near major roads and each provides parking for
customers. The following table sets forth the location, opening date and
approximate size of each of the Company's home centers.
Leased Area in Square Feet
Store Location Opening Date or Owned Interior Selling Garden
- -------------- ------------ -------- ---------------- ------
Greenhouse
- ----------
Cleveland, Ohio........... March 1985.................. Leased........... 109,000 12,000 --
North Randall, Ohio....... October 1985............... Leased........... 83,000 17,000 --
Eastlake, Ohio............ August 1990................. Leased........... 66,000 17,000 --
Elyria, Ohio.............. February 1992.............. Leased........... 72,000 16,200 --
Brook Park, Ohio.......... March 1993.................. Leased........... 93,000 18,000 --
Warren, Ohio.............. January 1994................ Owned, Land Lease 79,000 18,000 --
Akron, Ohio (Northeast).. September 1994........... Owned............ 89,800 18,000 --
Medina, Ohio.............. March 1995.................. Owned............ 83,200 20,000 3,200
Mentor, Ohio.............. April 1995..................... Leased........... 86,100 15,000 --
Akron, Ohio (Southeast)... June 1995.................... Owned............ 85,400 15,000 3,200
Ashtabula, Ohio........... November 1995............ Owned, Land Lease 84,200 15,750 3,200
The Company's headquarters consist of approximately 12,100 square feet
of leased space in Valley View, Ohio, near Cleveland. The Company also leases
38,500 square feet of warehouse space near the Company's headquarters.
The Company leases or subleases six of its retail properties. In
addition, two of the Company's retail stores are subject to land leases. The
various lease terms expire between 1 and 8 years, and have renewal options
ranging from 2 to 45 years. The leases generally provide for additional rental
payments based upon a percentage of gross or net store sales above various
levels. The Company subleases portions of premises not being used by the Company
to various third parties.
The Company owns most of the equipment and trade fixtures throughout
its stores and headquarters and has made leasehold improvements at most
locations. Management believes all of the Company's facilities are in excellent
condition.
ITEM 3. LEGAL PROCEEDINGS
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's security holders
during the fourth quarter of the fiscal year covered by this Annual Report on
Form 10-K.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS
From 1985 to May 18, 1993, the Company's stock was privately held. From
May 25, 1993, to December 2, 1998, the Company's Common Stock was traded on the
National Market of Nasdaq. From December 3, 1998 to present the Company Stock
has been traded on the OTC Bulletin Board under its symbol "DIYH."
As of March 3, 2000, the closing price for the Company's Common Stock
on the OTC Bulletin Board was $0.56 and there were approximately 189 holders of
record of Common Stock. Based on information provided to the Company by certain
holders of record, the Company estimates there are in excess of 1,000 beneficial
shareholders. The Company has not paid any cash dividends on its Common Stock in
the past four fiscal years. Management intends to follow a policy of retaining
earnings in the foreseeable future in order to finance the development and
operations of its business. The declaration and payment of dividends will be
within the discretion of the Company's Board of Directors and would depend,
among other factors, on the Company's earnings, financial condition, capital
requirements, level of indebtedness and contractual restrictions with respect to
payment of dividends.
The following table sets forth a quarterly summary, for the years ended
January 1, 2000, January 2, 1999, and January 3, 1998, of the high and low
closing sales prices as reported by Nasdaq NNM or, after December 2, 1998, the
OTC Bulletin Board.
1999 1998 1997
-------------------------------------------------
Fiscal Quarter High Low High Low High Low
- -------------- ---- --- ---- --- ---- ---
1st $0.75 $0.19 $3.25 $2.69 $4.63 $3.50
2nd 0.84 0.56 3.13 2.00 4.63 3.25
3rd 0.97 0.63 2.06 1.06 4.06 2.38
4th 0.75 0.53 1.25 0.25 4.56 2.50
ITEM 6. SELECTED FINANCIAL DATA
The information for the fiscal years 1995-1999 under the heading
"Selected Financial Data and Operating Highlights" contained in the Company's
Annual Report to Shareholders for the fiscal year ended January 1, 2000, on page
12 of Exhibit 13.1 hereto, is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The information under the heading "Management's Discussion and Analysis
of Financial Condition and Results of Operations" contained in the Company's
Annual Report to Shareholders for the fiscal year ended January 1, 2000, on
pages 2 through 4 of Exhibit 13.1 hereto, is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information under the headings "Statement of Operations, Statement
of Shareholders' Equity, Balance Sheet, Statement of Cash Flows, Notes to
Financial Statements and Report of Independent Accountants" contained in the
Company's Annual Report to Shareholders for the fiscal year ended January 1,
2000, on pages 5 through 11 of Exhibit 13.1 hereto, is incorporated herein by
reference.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
To be provided by subsequent filing.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Annual Report on Form
10-K:
(1) Financial Statements:
The following financial statements of D.I.Y. Home
Warehouse, Inc. are filed herewith by incorporation
by reference from pages 5 through 11 of the
Registrant's Annual Report to Shareholders for the
fiscal year ended January 1, 2000, as provided in
Item 8 hereof:
Statement of Operations for the Years Ended January
1, 2000, January 2, 1999 and January 3, 1998;
Statement of Stockholders' Equity for the Years Ended
January 1, 2000, January 2, 1999 and January 3, 1998;
Balance Sheet as of January 1, 2000 and January 2,
1999;
Statement of Cash Flows for the Years Ended January
1, 2000, January 2, 1999 and January 3, 1998;
Notes to Financial Statements;
Report of Independent Accountants.
(2) Financial Statement Schedules:
Financial Statement Schedules have been omitted
because they are not required, are not applicable, or
the required information is included in the financial
statements or the notes thereto.
(3) Exhibits required by Item 601 of Regulation S-K:
3.1 Articles of Incorporation of D.I.Y. Home Warehouse, Inc., as
amended, incorporated herein by reference to Exhibit 3.1 to
Registrant's Registration Statement No. 33-60012 on Form S-1
filed May 18, 1993.
3.2 Amended and Restated Code of Regulations of D.I.Y. Home
Warehouse, Inc., incorporated herein by reference to Exhibit
3.2 to Registrant's Registration Statement No. 33-60012 on
Form S-1 filed May 18, 1993.
10.1 Compensation and Employee Benefit Plans of the Registrant
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10.1.1 D.I.Y. Home Warehouse, Inc. 1993 Long Term Incentive
Plan as Amended February 23, 1994 and Approved by
Stockholders May 25, 1994, incorporated herein by
reference to Exhibit 10.18 to Registrant's
Registration Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
10.1.2 Indemnification Agreement between D.I.Y. Home
Warehouse, Inc. and Clifford L. Reynolds,
incorporated herein by reference to Exhibit 10.22 to
Registrant's Registration Statement No. 33-60012 on
Form S-1 filed May 18, 1993.
10.1.3 Indemnification Agreement between D.I.Y. Home
Warehouse, Inc. and R. Scott Eynon, incorporated
herein by reference to Exhibit 10.23 to Registrant's
Registration Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
10.1.4 Indemnification Agreement between D.I.Y. Home
Warehouse, Inc. and Dennis C. Hoff, incorporated
herein by reference to Exhibit 10.24 to Registrant's
Registration Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
10.1.5 Indemnification Agreement between D.I.Y. Home
Warehouse, Inc. and John M. Erb, incorporated herein
by reference to Exhibit 10.25 to Registrant's
Registration Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
10.1.6 Indemnification Agreement between D.I.Y. Home
Warehouse, Inc. and Fred A. Erb, incorporated herein
by reference to Exhibit 10.26 to Registrant's
Registration Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
10.1.7 Tax Indemnification Agreement among D.I.Y. Home
Warehouse, Inc. and Fred A. Erb, Clifford L.
Reynolds, R. Scott Eynon, Dennis C. Hoff and John M.
Erb, incorporated herein by reference to Exhibit
10.27 to Registrant's Registration Statement No.
33-60012 on Form S-1 filed May 18, 1993.
10.1.8 D.I.Y. Home Warehouse, Inc.'s 401K Plan, incorporated
herein by reference to Exhibit 10.28 to Registrant's
Registration Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
10.1.9 1994 D.I.Y. Home Warehouse, Inc. Employee Bonus Plan
dated May 25, 1994, incorporated herein by reference
to Exhibit 10.48 to the Registrant's Report on Form
10-K for the fiscal year ended December 31, 1994.
10.1.10 Amended and Restated Employment Agreement between
Clifford L. Reynolds and D.I.Y. Home Warehouse, Inc.
dated January 1, 1995, incorporated herein by
reference to Exhibit 10.1 to the Registrant's Report
on Form 10-Q for the quarter ended July 1, 1995.
10.1.10.a Amended and Restated Employment Agreement
between Clifford L. Reynolds and D.I.Y.
Home Warehouse, Inc. dated November 21,
1996, incorporated herein by reference to
Exhibit 10.51 to the Registrant's Report
on Form 10-K for the fiscal year ended
December 28, 1996.
10.1.10.b Amended and Restated Employment Agreement
between Clifford L. Reynolds and D.I.Y.
Home Warehouse, Inc. dated May 28, 1998,
incorporated herein by reference to
Exhibit 10.4 to the Registrant's Report on
Form 10-Q for the quarter ended July 4,
1998.
10.1.10.c Amendment No. 3 to Amended and Restated
Employment Agreement between Clifford L.
Reynolds and D.I.Y. Home Warehouse, Inc.
dated March 11, 1999, incorporated herein
by reference to Exhibit 10.69 to the
Registrant's Report on Form 10-K for the
fiscal year ended January 2, 1999.
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10.1.10.d Amendment No. 4 to Amended and Restated
Employment Agreement between Clifford L.
Reynolds and D.I.Y. Home Warehouse, Inc.
dated November 30, 1999, filed herewith.
10.1.11 Amended and Restated Employment Agreement between R.
Scott Eynon and D.I.Y. Home Warehouse, Inc. dated
January 1, 1995, incorporated herein by reference to
Exhibit 10.2 to the Registrant's Report on Form 10-Q
for the quarter ended July 1, 1995.
10.1.11.a Amended and Restated Employment Agreement
between R. Scott Eynon and D.I.Y. Home
Warehouse, Inc. dated May 28, 1998,
incorporated herein by reference to
Exhibit 10.5 to the Registrant's Report on
Form 10-Q for the quarter ended July 4,
1998.
10.1.11.b Amendment No. 2 to Amended and Restated
Employment Agreement between R. Scott
Eynon and D.I.Y. Home Warehouse, Inc.
dated March 11, 1999, incorporated herein
by reference to Exhibit 10.70 to the
Registrant's Report on Form 10-K for the
fiscal year ended January 2, 1999.
10.1.11.c Amendment No. 3 to Amended and Restated
Employment Agreement between R. Scott
Eynon and D.I.Y. Home Warehouse, Inc.
dated November 30, 1999, filed herewith.
10.1.12 Amended and Restated Employment Agreement between
Dennis C. Hoff and D.I.Y. Home Warehouse, Inc. dated
January 1, 1995, incorporated herein by reference to
Exhibit 10.3 to the Registrant's Report on Form 10-Q
for the quarter ended July 1, 1995.
10.1.12.a Amended and Restated Employment Agreement
between Dennis C. Hoff and D.I.Y. Home
Warehouse, Inc. dated May 28, 1998,
incorporated herein by reference to
Exhibit 10.6 to the Registrant's Report on
Form 10-Q for the quarter ended July 4,
1998.
10.1.13 Form of Non-Qualified Stock Option Agreement under
the D.I.Y. Home Warehouse, Inc. 1993 Long Term
Incentive Plan as Amended, incorporated herein by
reference to Exhibit 10.14 to Registrant's Report on
Form 10-K for the fiscal year ended December 30,
1995.
10.1.14 1995 D.I.Y. Home Warehouse, Inc. Employee Bonus Plan
dated May 24, 1995, incorporated herein by reference
to Exhibit 10.44 to the Registrant's Report on Form
10-K for the fiscal year ended December 30, 1995.
10.1.15 D.I.Y. Home Warehouse, Inc. 1996 Retainer Stock Plan
for Non-Employee Directors, incorporated herein by
reference to Exhibit 10.49 to the Registrant's Report
on Form 10-K for the fiscal year ended December 30,
1995.
10.1.16 Employment Agreement between Eric I. Glassman and
D.I.Y. Home Warehouse, Inc. dated July 1, 1998,
incorporated herein by reference to Exhibit 10.7 to
the Registrant's Report on Form 10-Q for the quarter
ended July 4, 1998.
10.1.17 Transaction Bonus Agreement between Clifford L.
Reynolds and D.I.Y. Home Warehouse, Inc. dated July
1, 1998, incorporated herein by reference to Exhibit
10.8 to the Registrant's Report on Form 10-Q for the
quarter ended July 4, 1998.
10.1.18 Transaction Bonus Agreement between R. Scott Eynon
and D.I.Y. Home Warehouse, Inc. dated July 1, 1998,
incorporated herein by reference to Exhibit 10.9 to
the Registrant's Report on Form 10-Q for the quarter
ended July 4, 1998.
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10.1.19 Transaction Bonus Agreement between Dennis C. Hoff
and D.I.Y. Home Warehouse, Inc. dated July 1, 1998,
incorporated herein by reference to Exhibit 10.10 to
the Registrant's Report on Form 10-Q for the quarter
ended July 4, 1998.
10.1.20 Transaction Bonus Agreement between Eric I. Glassman
and D.I.Y. Home Warehouse, Inc. dated July 1, 1998,
incorporated herein by reference to Exhibit 10.11 to
the Registrant's Report on Form 10-Q for the quarter
ended July 4, 1998.
10.1.21 Amendment No. 1 to Amended and Restated Employment
Agreement between Eric I. Glassman and D.I.Y. Home
Warehouse, Inc. dated March 11, 1999, incorporated
herein by reference to Exhibit 10.71 to the
Registrant's Report on Form 10-K for the fiscal year
ended January 2, 1999.
10.1.22 DIY Home Warehouse, Inc. 1993 Long Term Incentive
Plan as Amended March 17, 1999 and Approved by the
Board of Directors March 17, 1999, incorporated
herein by reference to Exhibit 10.13 to the
Registrant's Report on Form 10-Q for the quarter
ended July 3, 1999.
10.2 Material Leases of the Registrant
10.2.1 Sublease between D.I.Y. Ohio Real Estate Associates
Limited Partnership and D.I.Y. Home Warehouse, Inc.,
dated August 1, 1992, incorporated herein by
reference to Exhibit 10.1 to Registrant's
Registration Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
10.2.2 Indenture of Lease between Smith - D.I.Y. Center
Limited Partnership and D.I.Y. Home Warehouse, Inc.,
dated December 27, 1985, incorporated herein by
reference to Exhibit 10.2 to Registrant's
Registration Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
10.2.3 Amendment to Lease between D.I.Y. Center Associates
(successor in interest to Smith - D.I.Y. Center
Limited Partnership) and D.I.Y. Home Warehouse, Inc.,
dated July 2, 1991, incorporated herein by reference
to Exhibit 10.3 to Registrant's Registration
Statement No. 33-60012 on Form S-1 filed May 18,
1993.
10.2.3.a Amendment to Lease between D.I.Y. Center
Associates, L.P. and D.I.Y. Home
Warehouse, Inc. dated March 21, 1995,
incorporated herein by reference to
Exhibit 10.51 to the Registrant's Report
on Form 10-K for the fiscal year ended
December 31, 1994.
10.2.4 Lease between Fred A. Erb and D.I.Y. Home Warehouse,
Inc., dated March 1, 1993, incorporated herein by
reference to Exhibit 10.4 to Registrant's
Registration Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
10.2.5 Lease Agreement between West Park Limited, Inc. and
D.I.Y. Home Warehouse, Inc. dated August 2, 1991,
incorporated herein by reference to Exhibit 10.5 to
Registrant's Registration Statement No. 33-60012 on
Form S-1 filed May 18, 1993.
10.2.5.a Addendum #1 to Lease Agreement between
West Park Limited, Inc. and D.I.Y. Home
Warehouse, Inc., dated September 2, 1991,
incorporated herein by reference to
Exhibit 10.6 to Registrant's Registration
Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
10.2.5.b Addendum #2 to Lease Agreement between
West Park Limited, Inc. and D.I.Y. Home
Warehouse, Inc., dated September 16, 1991,
11
12
incorporated herein by reference to
Exhibit 10.7 to Registrant's Registration
Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
10.2.6 Sublease between The Wholesale Club, Inc. and D.I.Y.
Home Warehouse, Inc., dated May 14, 1992,
incorporated herein by reference to Exhibit 10.8 to
Registrant's Registration Statement No. 33-60012 on
Form S-1 filed May 18, 1993.
10.2.7 Sublease between The Wholesale Club, Inc. and D.I.Y.
Home Warehouse, Inc., dated November 25, 1992,
incorporated herein by reference to Exhibit 10.9 to
Registrant's Registration Statement No. 33-60012 on
Form S-1 filed May 18, 1993.
10.2.8 Lease between Myron S. Viny, dba Central Valley
Properties, and D.I.Y. Home Warehouse, Inc., dated
February 26, 1993, but effective beginning May 1,
1993, incorporated herein by reference to Exhibit
10.12 to Registrant's Registration Statement No.
33-60012 on Form S-1 filed May 18, 1993.
10.2.8.a Modification and Supplement to lease
between the Estate of Myron S. Viny
(formerly DBA Central Valley Properties)
and D.I.Y. Home Warehouse, Inc. dated
November 27, 1995, incorporated herein by
reference to Exhibit 10.12 to Registrant's
Report on Form 10-K for the fiscal year
ended December 30, 1995.
10.2.9 Agreement of Lease (Boardman Facility) between DIY
Ohio Real Estate Associates Limited Partnership and
D.I.Y. Home Warehouse, Inc. dated as of October 1,
1993, incorporated herein by reference to Exhibit
10.38 to Registrant's Report on Form 10-K for the
fiscal year ended January 1, 1994.
10.2.9.a Second Amendment to Agreement Lease
(Boardman facility) between D.I.Y. Home
Warehouse, Inc. and D.I.Y. Ohio Real
Estate Associated Limited Partnership (the
Landlord) and assignment of the lease to
V&V 224, Limited by the Landlord dated
October 22, 1998, incorporated herein by
reference to Exhibit 10.9 to Registrant's
Report on Form 10-Q for the quarter ended
October 3, 1998.
10.2.10 Lease between Elmhurst Properties, Inc. and D.I.Y.
Home Warehouse, Inc., dated May 26, 1993,
incorporated herein by reference to Exhibit 10.39 to
Registrant's Report on Form 10-K for the fiscal year
ended January 1, 1994.
10.2.11 Assignment and Assumption of Lease and Sublease
between Kmart Corporation and D.I.Y. Home Warehouse,
Inc. dated December 22, 1994, incorporated herein by
reference to Exhibit 10.49 to the Registrant's Report
on Form 10-K for the fiscal year ended December 31,
1994.
10.2.12 Shopping Center Lease between KCHGC, Inc. and D.I.Y.
Home Warehouse, Inc. dated January 12, 1995,
incorporated herein by reference to Exhibit 10.50 to
the Registrant's Report on Form 10-K for the fiscal
year ended December 31, 1994.
10.3 Credit Agreements of the Registrant
10.3.1 $1,250,000 Promissory Note from D.I.Y. Home
Warehouse, Inc. to Edgemere, Inc. f/k/a Erb Lumber
Co., dated July 1, 1991, incorporated herein by
reference to Exhibit 10.29 to Registrant's
Registration Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
12
13
10.3.2 Security Agreement between D.I.Y. Home Warehouse and
Erb Lumber Co., dated November 14, 1985, incorporated
herein by reference to Exhibit 10.30 to Registrant's
Registration Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
10.3.3 Revolving Credit Agreement and Security Agreement
dated December 7, 1994 between D.I.Y. Home Warehouse,
Inc. and National City Bank, Columbus, and Old Kent
Bank and Trust Company, incorporated herein by
reference to Exhibit 10.40 to the Registrant's Report
on Form 10-K for the fiscal year ended December 31,
1994.
10.3.4 Loan and Co-lender Agreement and Open-End Mortgage,
Assignment of Rents and Security Agreement dated
December 23, 1994 between D.I.Y. Home Warehouse, Inc.
and National City Bank, Columbus, and Old Kent Bank
and Trust Company, incorporated herein by reference
to Exhibit 10.41 to the Registrant's Report on Form
10-K for the fiscal year ended December 31, 1994.
10.3.4.a First Amendment to Loan and Co-Lender
Agreement dated December 22, 1995 between
D.I.Y. Home Warehouse, National City Bank,
Columbus, and Old Kent Bank, incorporated
herein by reference to Exhibit 10.41 to
the Registrant's Report on Form 10-K for
the fiscal year ended December 30, 1995
10.3.4.b Second Amendment to Loan and Co-Lender
Agreement dated December 23, 1996 between
D.I.Y. Home Warehouse, Inc., National City
Bank of Columbus and Old Kent Bank,
incorporated herein by reference to
Exhibit 10.52 to the Registrant's Report
on Form 10-K for the fiscal year ended
December 28, 1996.
10.3.4.c Third Amendment to Loan and Co-Lender
Agreement dated October 24, 1997 between
D.I.Y. Home Warehouse, Inc., National City
Bank of Columbus and Old Kent Bank,
incorporated herein by reference to
Exhibit 10.2 to the Registrant's Report on
Form 10-Q for the quarter ended September
27, 1997.
10.3.4.d Fourth Amendment to Loan and Co-Lender
Agreement dated April 4, 1998 between
D.I.Y. Home Warehouse, Inc., National City
Bank of Columbus and Old Kent Bank,
incorporated herein by reference to
Exhibit 10.2 to the Registrant's Report on
Form 10-Q for the quarter ended July 4,
1998.
10.3.4.e Fifth Amendment to Loan and Co-Lender
Agreement dated October 28, 1998 between
D.I.Y. Home Warehouse, Inc., National City
Bank of Columbus and Old Kent Bank,
incorporated herein by reference to
Exhibit 10.4 to the Registrant's Report on
Form 10-Q for the quarter ended October 3,
1998.
10.3.5 Line of Credit Agreement for Real Estate Loans,
Open-end Mortgage, Assignment of Rents and Security
Agreement, and Mortgage Notes between D.I.Y. Home
Warehouse, Inc. and National City Bank, Columbus and
Old Kent Bank dated April 28, 1995, incorporated
herein by reference to Exhibit 10.1 to the
Registrant's Report on Form 10-Q for the quarter
ended April 1, 1995.
10.3.5.a First Amendment to Line of Credit
Agreement; Open-end Mortgage, Assignment
of Rents and Security Agreement
(Leasehold) for Trumbull County; Open-end
Mortgage, Assignment of Rents and Security
Agreement for Summit County; Mortgage Note
to National City Bank, Columbus dated
September 15, 1995; Mortgage Note to Old
Kent Bank
13
14
dated September 15, 1995, incorporated
herein by reference to Exhibit 10.1 to
Registrant's Report on Form 10-Q for the
quarter ended September 30, 1995.
10.3.5.b Second Amendment to Line of Credit
Agreement dated December 22, 1995 between
D.I.Y. Home Warehouse, National City Bank,
Columbus, and Old Kent Bank, incorporated
herein by reference to Exhibit 10.39 to
the Registrant's Report on Form 10-K for
the fiscal year ended December 30, 1995.
10.3.5.c Third Amendment to Line of Credit
Agreement Dated December 23, 1996 between
D.I.Y. Home Warehouse, Inc., National City
Bank of Columbus and Old Kent Bank,
incorporated herein by reference to
Exhibit 10.53 to the Registrant's Report
on Form 10-K for the fiscal year ended
December 28, 1996.
10.3.5.d Fourth Amendment to Line of Credit
Agreement dated October 24, 1997 between
D.I.Y. Home Warehouse, Inc., National City
Bank of Columbus and Old Kent Bank,
incorporated herein by reference to
Exhibit 10.3 to the Registrant's Report on
Form 10-Q for the quarter ended September
27, 1997.
10.3.5.e Fifth Amendment to Line of Credit
Agreement dated April 4, 1998 between
D.I.Y. Home Warehouse, Inc., National City
Bank of Columbus and Old Kent Bank,
incorporated herein by reference to
Exhibit 10.1 to the Registrant's Report on
Form 10-Q for the quarter ended July 4,
1998.
10.3.5.f Sixth Amendment to Line of Credit
Agreement dated October 28, 1998 between
D.I.Y. Home Warehouse, Inc., National City
Bank of Columbus and Old Kent Bank,
incorporated herein by reference to
Exhibit 10.5 to the Registrant's Report on
Form 10-Q for the quarter ended October 3,
1998.
10.3.6 First Amendment to Security Agreement dated December
22, 1995 between D.I.Y. Home Warehouse, National City
Bank, Columbus, and Old Kent Bank, incorporated
herein by reference to Exhibit 10.38 to the
Registrant's Report on Form 10-K for the fiscal year
ended December 30, 1995.
10.3.7 First Amendment to Subordination Agreement dated
December 22, 1995 between D.I.Y. Home Warehouse,
National City Bank, Columbus, and Old Kent Bank, and
Edgemere Enterprises, Inc., incorporated herein by
reference to Exhibit 10.39 to the Registrant's Report
on Form 10-K for the fiscal year ended December 30,
1995.
10.3.8 Partial Release of Mortgage to Open-End Mortgage
Assignment of Rents and Security Agreement for
Richland County, Stark County, Summit County,
Trumball County and Medina County by Old Kent Bank
dated October 28, 1998, incorporated herein by
reference to Exhibit 10.6 to the Registrant's Report
on Form 10-Q for the quarter ended October 3, 1998.
10.3.9 Modification to Revolving Credit Agreement, Line of
Credit Agreement, and Loan and Co-lender Agreement
between D.I.Y. Home Warehouse, Inc., National City
Bank, Columbus, and Old Kent Bank dated February 20,
1996, incorporated herein by reference to Exhibit
10.42 to the Registrant's Report on Form 10-K for the
fiscal year ended December 30, 1995.
14
15
10.3.10 General Business Lease Agreement with IBM Credit
Corporation dated May 30, 1996, incorporated herein
by reference to Exhibit 10.1 to the Registrant's
Report on Form 10-Q for the quarter ended June 29,
1996.
10.3.11 Amendment No. 1 to Open-End Mortgage, Assignment of
Rents and Security Agreement for Richland County,
Stark County, Summit County, Trumball County and
Medina County between D.I.Y. Home Warehouse, Inc.,
National City Bank and Old Kent Bank dated October
28, 1998, incorporated herein by reference to Exhibit
10.7 to the Registrant's Report on Form 10-Q for the
quarter ended October 3, 1998.
10.3.12 First Amendment to Mortgage Note between D.I.Y. Home
Warehouse, Inc. and National City Bank dated October
28, 1998, incorporated herein by reference to Exhibit
10.8 to the Registrant's Report on Form 10-Q for the
quarter ended October 3, 1998.
10.3.13 Second Amendment to Security Agreement dated October
28, 1998 between D.I.Y. Home Warehouse, Inc.,
National City Bank and Old Kent Bank, incorporated
herein by reference to Exhibit 10.9 to the
Registrant's Report on Form 10-Q for the quarter
ended October 3, 1998.
10.3.14 Second Amendment to Subordination Agreement dated
October 28, 1998 between D.I.Y. Home Warehouse, Inc.,
National City Bank and Old Kent Bank, incorporated
herein by reference to Exhibit 10.3 to the
Registrant's Report on Form 10-Q for the quarter
ended October 3, 1998.
10.3.15 Credit and Security Agreement dated October 27, 1998
among D.I.Y. Home Warehouse, Inc. and the Lenders
which are signatures hereto and National City
Commercial Finance, Inc, as agent and National City
Bank as Letter of Credit Bank, incorporated herein by
reference to Exhibit 10.1 to the Registrant's Report
on Form 10-Q for the quarter ended October 3, 1998.
10.4 Real Estate Purchase Agreement (Mansfield) between DIY Ohio
Real Estate Associates Limited Partnership and D.I.Y. Home
Warehouse, Inc. dated as of March 1, 1994, incorporated herein
by reference to Exhibit 10.40 to the Registrant's Report on
Form 10-K for the fiscal year ended January 1, 1994.
10.5 Real Estate Purchase Agreement (Mansfield and Canton) between
D.I.Y. Home Warehouse, Inc. and Gabriel Brothers, Inc. dated
March 3, 1999, filed herewith.
10.6 Sale of Merchandise Agreement (Mansfield and West Market)
between D.I.Y Home Warehouse, Inc. and Schottenstein Bernstein
Capital Group, LLC, dated June 3 1999, filed herewith.
10.7 Sale of Merchandise Agreement (Boardman) between D.I.Y Home
Warehouse, Inc. and Schottenstein Bernstein Capital Group,
LLC, dated June 11, 1999, filed herewith.
13.1 Annual Report to the Shareholders of D.I.Y. Home Warehouse,
Inc. for the fiscal year ended January 1, 2000, certain
portions of which are incorporated by reference herein.
23.1 Consent of PricewaterhouseCoopers LLP, filed herewith.
27.1 Financial Data Schedule for the fiscal year ended January 1,
2000, filed herewith.
(b) Reports on Form 8-K:
None.
15
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SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: March 29, 2000 D.I.Y. HOME WAREHOUSE, INC.
By: /s/ FRED A. ERB
-------------------------------
Fred A. Erb,
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Annual Report on Form 10-K has been signed by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
/s/ FRED A. ERB /s/ GREGORY K. JONES
- ----------------------------------- --------------------------
Fred A. Erb Gregory K. Jones
Chairman of the Board of Directors Director
Dated: March 29, 2000 Dated: March 29, 2000
/s/ CLIFFORD L. REYNOLDS /s/ JOHN A. SHIELDS
- ----------------------------------- --------------------------
Clifford L. Reynolds John A. Shields
Director and President Director
(principal executive officer) Dated: March 29, 2000
Dated: March 29, 2000
/s/ R. SCOTT EYNON /s/ MARK A. TIMMERMAN
- ----------------------------------- --------------------------
R. Scott Eynon Mark A. Timmerman
Vice President-Operations and Director Director
Dated: March 29, 2000 Dated: March 29, 2000
/s/ JOHN M. ERB /s/ TODD R. AYERS
- ------------------------------------ --------------------------
John M. Erb Todd R. Ayers
Secretary and Director Controller
Dated: March 29, 2000 Dated: March 29, 2000
16
17
D.I.Y. Home Warehouse, Inc.
Exhibits to Form 10-K for the Fiscal Year Ended January 1, 2000
Index to Exhibits
Where
Filed
- -----
* 3.1 Articles of Incorporation of D.I.Y. Home Warehouse, Inc., as
amended, incorporated herein by reference to Exhibit 3.1 to
Registrant's Registration Statement No. 33-60012 on Form S-1
filed May 18, 1993.
* 3.2 Amended and Restated Code of Regulations of D.I.Y. Home
Warehouse, Inc., incorporated herein by reference to Exhibit
3.2 to Registrant's Registration Statement No. 33-60012 on
Form S-1 filed May 18, 1993.
10.1 Compensation and Employee Benefit Plans of the Registrant
* 10.1.1 D.I.Y. Home Warehouse, Inc. 1993 Long Term Incentive
Plan as Amended February 23, 1994 and Approved by
Stockholders May 25, 1994, incorporated herein by
reference to Exhibit 10.18 to Registrant's
Registration Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
* 10.1.2 Indemnification Agreement between D.I.Y. Home
Warehouse, Inc. and Clifford L. Reynolds,
incorporated herein by reference to Exhibit 10.22 to
Registrant's Registration Statement No. 33-60012 on
Form S-1 filed May 18, 1993.
* 10.1.3 Indemnification Agreement between D.I.Y. Home
Warehouse, Inc. and R. Scott Eynon, incorporated
herein by reference to Exhibit 10.23 to Registrant's
Registration Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
* 10.1.4 Indemnification Agreement between D.I.Y. Home
Warehouse, Inc. and Dennis C. Hoff, incorporated
herein by reference to Exhibit 10.24 to Registrant's
Registration Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
* 10.1.5 Indemnification Agreement between D.I.Y. Home
Warehouse, Inc. and John M. Erb, incorporated herein
by reference to Exhibit 10.25 to Registrant's
Registration Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
* 10.1.6 Indemnification Agreement between D.I.Y. Home
Warehouse, Inc. and Fred A. Erb, incorporated herein
by reference to Exhibit 10.26 to Registrant's
Registration Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
* 10.1.7 Tax Indemnification Agreement among D.I.Y. Home
Warehouse, Inc. and Fred A. Erb, Clifford L.
Reynolds, R. Scott Eynon, Dennis C. Hoff and John M.
Erb, incorporated herein by reference to Exhibit
10.27 to Registrant's Registration Statement No.
33-60012 on Form S-1 filed May 18, 1993.
* 10.1.8 D.I.Y. Home Warehouse, Inc.'s 401K Plan, incorporated
herein by reference to Exhibit 10.28 to Registrant's
Registration Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
* 10.1.9 1994 D.I.Y. Home Warehouse, Inc. Employee Bonus Plan
dated May 25, 1994, incorporated herein by reference
to Exhibit 10.48 to the Registrant's Report on Form
10-K for the fiscal year ended December 31, 1994.
* 10.1.10 Amended and Restated Employment Agreement between
Clifford L. Reynolds and D.I.Y. Home Warehouse, Inc.
dated January 1, 1995, incorporated herein by
17
18
reference to Exhibit 10.1 to the Registrant's Report
on Form 10-Q for the quarter ended July 1, 1995.
* 10.1.10.a Amended and Restated Employment Agreement
between Clifford L. Reynolds and D.I.Y.
Home Warehouse, Inc. dated November 21,
1996, incorporated herein by reference to
Exhibit 10.51 to the Registrant's Report
on Form 10-K for the fiscal year ended
December 28, 1996.
* 10.1.10.b Amended and Restated Employment Agreement
between Clifford L. Reynolds and D.I.Y.
Home Warehouse, Inc. dated May 28, 1998,
incorporated herein by reference to
Exhibit 10.4 to the Registrant's Report on
Form 10-Q for the quarter ended July 4,
1998.
* 10.1.10.c Amendment No. 3 to Amended and Restated
Employment Agreement between Clifford L.
Reynolds and D.I.Y. Home Warehouse, Inc.
dated March 11, 1999, incorporated herein
by reference to Exhibit 10.69 to the
Registrant's Report on Form 10-K for the
fiscal year ended January 2, 1999.
** 10.1.10.d Amendment No. 4 to Amended and Restated
Employment Agreement between Clifford L.
Reynolds and D.I.Y. Home Warehouse, Inc.
dated November 30, 1999, filed herewith.
* 10.1.11 Amended and Restated Employment Agreement between R.
Scott Eynon and D.I.Y. Home Warehouse, Inc. dated
January 1, 1995, incorporated herein by reference to
Exhibit 10.2 to the Registrant's Report on Form 10-Q
for the quarter ended July 1, 1995.
* 10.1.11.a Amended and Restated Employment Agreement
between R. Scott Eynon and D.I.Y. Home
Warehouse, Inc. dated May 28, 1998,
incorporated herein by reference to
Exhibit 10.5 to the Registrant's Report on
Form 10-Q for the quarter ended July 4,
1998.
* 10.1.11.b Amendment No. 2 to Amended and Restated
Employment Agreement between R. Scott
Eynon and D.I.Y. Home Warehouse, Inc.
dated March 11, 1999, incorporated herein
by reference to Exhibit 10.70 to the
Registrant's Report on Form 10-K for the
fiscal year ended January 2, 1999.
** 10.1.11.c Amendment No. 3 to Amended and Restated
Employment Agreement between R. Scott
Eynon and D.I.Y. Home Warehouse, Inc.
dated November 30, 1999, filed herewith.
* 10.1.12 Amended and Restated Employment Agreement between
Dennis C. Hoff and D.I.Y. Home Warehouse, Inc. dated
January 1, 1995, incorporated herein by reference to
Exhibit 10.3 to the Registrant's Report on Form 10-Q
for the quarter ended July 1, 1995.
* 10.1.12.a Amended and Restated Employment Agreement
between Dennis C. Hoff and D.I.Y. Home
Warehouse, Inc. dated May 28, 1998,
incorporated herein by reference to
Exhibit 10.6 to the Registrant's Report on
Form 10-Q for the quarter ended July 4,
1998.
* 10.1.13 Form of Non-Qualified Stock Option Agreement under
the D.I.Y. Home Warehouse, Inc. 1993 Long Term
Incentive Plan as Amended, incorporated herein by
reference to Exhibit 10.14 to Registrant's Report on
Form 10-K for the fiscal year ended December 30,
1995.
18
19
* 10.1.14 1995 D.I.Y. Home Warehouse, Inc. Employee Bonus Plan
dated May 24, 1995, incorporated herein by reference
to Exhibit 10.44 to the Registrant's Report on Form
10-K for the fiscal year ended December 30, 1995.
* 10.1.15 D.I.Y. Home Warehouse, Inc. 1996 Retainer Stock Plan
for Non-Employee Directors, incorporated herein by
reference to Exhibit 10.49 to the Registrant's Report
on Form 10-K for the fiscal year ended December 30,
1995.
* 10.1.16 Employment Agreement between Eric I. Glassman and
D.I.Y. Home Warehouse, Inc. dated July 1, 1998,
incorporated herein by reference to Exhibit 10.7 to
the Registrant's Report on Form 10-Q for the quarter
ended July 4, 1998.
* 10.1.17 Transaction Bonus Agreement between Clifford L.
Reynolds and D.I.Y. Home Warehouse, Inc. dated July
1, 1998, incorporated herein by reference to Exhibit
10.8 to the Registrant's Report on Form 10-Q for the
quarter ended July 4, 1998.
* 10.1.18 Transaction Bonus Agreement between R. Scott Eynon
and D.I.Y. Home Warehouse, Inc. dated July 1, 1998,
incorporated herein by reference to Exhibit 10.9 to
the Registrant's Report on Form 10-Q for the quarter
ended July 4, 1998.
* 10.1.19 Transaction Bonus Agreement between Dennis C. Hoff
and D.I.Y. Home Warehouse, Inc. dated July 1, 1998,
incorporated herein by reference to Exhibit 10.10 to
the Registrant's Report on Form 10-Q for the quarter
ended July 4, 1998.
* 10.1.20 Transaction Bonus Agreement between Eric I. Glassman
and D.I.Y. Home Warehouse, Inc. dated July 1, 1998,
incorporated herein by reference to Exhibit 10.11 to
the Registrant's Report on Form 10-Q for the quarter
ended July 4, 1998.
* 10.1.21 Amendment No. 1 to Amended and Restated Employment
Agreement between Eric I. Glassman and D.I.Y. Home
Warehouse, Inc. dated March 11, 1999, incorporated
herein by reference to Exhibit 10.71 to the
Registrant's Report on Form 10-K for the fiscal year
ended January 2, 1999.
* 10.1.22 DIY Home Warehouse, Inc. 1993 Long Term Incentive
Plan as Amended March 17, 1999 and Approved by the
Board of Directors March 17, 1999, incorporated
herein by reference to Exhibit 10.13 to the
Registrant's Report on Form 10-Q for the quarter
ended July 3, 1999.
10.2 Material Leases of the Registrant
* 10.2.1 Sublease between D.I.Y. Ohio Real Estate Associates
Limited Partnership and D.I.Y. Home Warehouse, Inc.,
dated August 1, 1992, incorporated herein by
reference to Exhibit 10.1 to Registrant's
Registration Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
* 10.2.2 Indenture of Lease between Smith - D.I.Y. Center
Limited Partnership and D.I.Y. Home Warehouse, Inc.,
dated December 27, 1985, incorporated herein by
reference to Exhibit 10.2 to Registrant's
Registration Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
* 10.2.3 Amendment to Lease between D.I.Y. Center Associates
(successor in interest to Smith - D.I.Y. Center
Limited Partnership) and D.I.Y. Home Warehouse, Inc.,
dated July 2, 1991, incorporated herein by reference
to Exhibit 10.3 to Registrant's Registration
Statement No. 33-60012 on Form S-1 filed May 18,
1993.
* 10.2.3.a Amendment to Lease between D.I.Y. Center
Associates, L.P. and D.I.Y. Home
Warehouse, Inc. dated March 21, 1995,
incorporated
19
20
herein by reference to Exhibit 10.51 to
the Registrant's Report on Form 10-K for
the fiscal year ended December 31, 1994.
* 10.2.4 Lease between Fred A. Erb and D.I.Y. Home Warehouse,
Inc., dated March 1, 1993, incorporated herein by
reference to Exhibit 10.4 to Registrant's
Registration Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
* 10.2.5 Lease Agreement between West Park Limited, Inc. and
D.I.Y. Home Warehouse, Inc. dated August 2, 1991,
incorporated herein by reference to Exhibit 10.5 to
Registrant's Registration Statement No. 33-60012 on
Form S-1 filed May 18, 1993.
* 10.2.5.a Addendum #1 to Lease Agreement between
West Park Limited, Inc. and D.I.Y. Home
Warehouse, Inc., dated September 2, 1991,
incorporated herein by reference to
Exhibit 10.6 to Registrant's Registration
Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
* 10.2.5.b Addendum #2 to Lease Agreement between
West Park Limited, Inc. and D.I.Y. Home
Warehouse, Inc., dated September 16, 1991,
incorporated herein by reference to
Exhibit 10.7 to Registrant's Registration
Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
* 10.2.6 Sublease between The Wholesale Club, Inc. and D.I.Y.
Home Warehouse, Inc., dated May 14, 1992,
incorporated herein by reference to Exhibit 10.8 to
Registrant's Registration Statement No. 33-60012 on
Form S-1 filed May 18, 1993.
* 10.2.7 Sublease between The Wholesale Club, Inc. and D.I.Y.
Home Warehouse, Inc., dated November 25, 1992,
incorporated herein by reference to Exhibit 10.9 to
Registrant's Registration Statement No. 33-60012 on
Form S-1 filed May 18, 1993.
* 10.2.8 Lease between Myron S. Viny, dba Central Valley
Properties, and D.I.Y. Home Warehouse, Inc., dated
February 26, 1993, but effective beginning May 1,
1993, incorporated herein by reference to Exhibit
10.12 to Registrant's Registration Statement No.
33-60012 on Form S-1 filed May 18, 1993.
* 10.2.8.a Modification and Supplement to lease
between the Estate of Myron S. Viny
(formerly DBA Central Valley Properties)
and D.I.Y. Home Warehouse, Inc. dated
November 27, 1995, incorporated herein by
reference to Exhibit 10.12 to Registrant's
Report on Form 10-K for the fiscal year
ended December 30, 1995.
* 10.2.9 Agreement of Lease (Boardman Facility) between DIY
Ohio Real Estate Associates Limited Partnership and
D.I.Y. Home Warehouse, Inc. dated as of October 1,
1993, incorporated herein by reference to Exhibit
10.38 to Registrant's Report on Form 10-K for the
fiscal year ended January 1, 1994.
* 10.2.9.a Second Amendment to Agreement Lease
(Boardman facility) between D.I.Y. Home
Warehouse, Inc. and D.I.Y. Ohio Real
Estate Associated Limited Partnership (the
Landlord) and assignment of the lease to
V&V 224, Limited by the Landlord dated
October 22, 1998, incorporated herein by
reference to Exhibit 10.9 to Registrant's
Report on Form 10-Q for the quarter ended
October 3, 1998.
* 10.2.10 Lease between Elmhurst Properties, Inc. and D.I.Y.
Home Warehouse, Inc., dated May 26, 1993,
incorporated herein by reference to Exhibit 10.39 to
Registrant's Report on Form 10-K for the fiscal year
ended January 1, 1994.
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* 10.2.11 Assignment and Assumption of Lease and Sublease
between Kmart Corporation and D.I.Y. Home Warehouse,
Inc. dated December 22, 1994, incorporated herein by
reference to Exhibit 10.49 to the Registrant's Report
on Form 10-K for the fiscal year ended December 31,
1994.
* 10.2.12 Shopping Center Lease between KCHGC, Inc. and D.I.Y.
Home Warehouse, Inc. dated January 12, 1995,
incorporated herein by reference to Exhibit 10.50 to
the Registrant's Report on Form 10-K for the fiscal
year ended December 31, 1994.
10.3 Credit Agreements of the Registrant
* 10.3.1 $1,250,000 Promissory Note from D.I.Y. Home
Warehouse, Inc. to Edgemere, Inc. f/k/a Erb Lumber
Co., dated July 1, 1991, incorporated herein by
reference to Exhibit 10.29 to Registrant's
Registration Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
* 10.3.2 Security Agreement between D.I.Y. Home Warehouse and
Erb Lumber Co., dated November 14, 1985, incorporated
herein by reference to Exhibit 10.30 to Registrant's
Registration Statement No. 33-60012 on Form S-1 filed
May 18, 1993.
* 10.3.3 Revolving Credit Agreement and Security Agreement
dated December 7, 1994 between D.I.Y. Home Warehouse,
Inc. and National City Bank, Columbus, and Old Kent
Bank and Trust Company, incorporated herein by
reference to Exhibit 10.40 to the Registrant's Report
on Form 10-K for the fiscal year ended December 31,
1994.
* 10.3.4 Loan and Co-lender Agreement and Open-End Mortgage,
Assignment of Rents and Security Agreement dated
December 23, 1994 between D.I.Y. Home Warehouse, Inc.
and National City Bank, Columbus, and Old Kent Bank
and Trust Company, incorporated herein by reference
to Exhibit 10.41 to the Registrant's Report on Form
10-K for the fiscal year ended December 31, 1994.
* 10.3.4.a First Amendment to Loan and Co-Lender
Agreement dated December 22, 1995 between
D.I.Y. Home Warehouse, National City Bank,
Columbus, and Old Kent Bank, incorporated
herein by reference to Exhibit 10.41 to
the Registrant's Report on Form 10-K for
the fiscal year ended December 30, 1995
* 10.3.4.b Second Amendment to Loan and Co-Lender
Agreement dated December 23, 1996 between
D.I.Y. Home Warehouse, Inc., National City
Bank of Columbus and Old Kent Bank,
incorporated herein by reference to
Exhibit 10.52 to the Registrant's Report
on Form 10-K for the fiscal year ended
December 28, 1996.
* 10.3.4.c Third Amendment to Loan and Co-Lender
Agreement dated October 24, 1997 between
D.I.Y. Home Warehouse, Inc., National City
Bank of Columbus and Old Kent Bank,
incorporated herein by reference to
Exhibit 10.2 to the Registrant's Report on
Form 10-Q for the quarter ended September
27, 1997.
* 10.3.4.d Fourth Amendment to Loan and Co-Lender
Agreement dated April 4, 1998 between
D.I.Y. Home Warehouse, Inc., National City
Bank of Columbus and Old Kent Bank,
incorporated herein by reference to
Exhibit 10.2 to the Registrant's Report on
Form 10-Q for the quarter ended July 4,
1998.
* 10.3.4.e Fifth Amendment to Loan and Co-Lender
Agreement dated October 28, 1998 between
D.I.Y. Home Warehouse, Inc., National City
Bank of
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Columbus and Old Kent Bank, incorporated
herein by reference to Exhibit 10.4 to the
Registrant's Report on Form 10-Q for the
quarter ended October 3, 1998.
* 10.3.5 Line of Credit Agreement for Real Estate Loans,
Open-end Mortgage, Assignment of Rents and Security
Agreement, and Mortgage Notes between D.I.Y. Home
Warehouse, Inc. and National City Bank, Columbus and
Old Kent Bank dated April 28, 1995, incorporated
herein by reference to Exhibit 10.1 to the
Registrant's Report on Form 10-Q for the quarter
ended April 1, 1995.
* 10.3.5.a First Amendment to Line of Credit
Agreement; Open-end Mortgage, Assignment
of Rents and Security Agreement
(Leasehold) for Trumbull County; Open-end
Mortgage, Assignment of Rents and Security
Agreement for Summit County; Mortgage Note
to National City Bank, Columbus dated
September 15, 1995; Mortgage Note to Old
Kent Bank dated September 15, 1995,
incorporated herein by reference to
Exhibit 10.1 to Registrant's Report on
Form 10-Q for the quarter ended September
30, 1995.
* 10.3.5.b Second Amendment to Line of Credit
Agreement dated December 22, 1995 between
D.I.Y. Home Warehouse, National City Bank,
Columbus, and Old Kent Bank, incorporated
herein by reference to Exhibit 10.39 to
the Registrant's Report on Form 10-K for
the fiscal year ended December 30, 1995.
* 10.3.5.c Third Amendment to Line of Credit
Agreement Dated December 23, 1996 between
D.I.Y. Home Warehouse, Inc., National City
Bank of Columbus and Old Kent Bank,
incorporated herein by reference to
Exhibit 10.53 to the Registrant's Report
on Form 10-K for the fiscal year ended
December 28, 1996.
* 10.3.5.d Fourth Amendment to Line of Credit
Agreement dated October 24, 1997 between
D.I.Y. Home Warehouse, Inc., National City
Bank of Columbus and Old Kent Bank,
incorporated herein by reference to
Exhibit 10.3 to the Registrant's Report on
Form 10-Q for the quarter ended September
27, 1997.
* 10.3.5.e Fifth Amendment to Line of Credit
Agreement dated April 4, 1998 between
D.I.Y. Home Warehouse, Inc., National City
Bank of Columbus and Old Kent Bank,
incorporated herein by reference to
Exhibit 10.1 to the Registrant's Report on
Form 10-Q for the quarter ended July 4,
1998.
* 10.3.5.f Sixth Amendment to Line of Credit
Agreement dated October 28, 1998 between
D.I.Y. Home Warehouse, Inc., National City
Bank of Columbus and Old Kent Bank,
incorporated herein by reference to
Exhibit 10.5 to the Registrant's Report on
Form 10-Q for the quarter ended October 3,
1998.
* 10.3.6 First Amendment to Security Agreement dated December
22, 1995 between D.I.Y. Home Warehouse, National City
Bank, Columbus, and Old Kent Bank, incorporated
herein by reference to Exhibit 10.38 to the
Registrant's Report on Form 10-K for the fiscal year
ended December 30, 1995.
* 10.3.7 First Amendment to Subordination Agreement dated
December 22, 1995 between D.I.Y. Home Warehouse,
National City Bank, Columbus, and Old Kent Bank, and
Edgemere Enterprises, Inc., incorporated herein by
reference to Exhibit 10.39 to the Registrant's Report
on Form 10-K for the fiscal year ended December 30,
1995.
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* 10.3.8 Partial Release of Mortgage to Open-End Mortgage
Assignment of Rents and Security Agreement for
Richland County, Stark County, Summit County,
Trumball County and Medina County by Old Kent Bank
dated October 28, 1998, incorporated herein by
reference to Exhibit 10.6 to the Registrant's Report
on Form 10-Q for the quarter ended October 3, 1998.
* 10.3.9 Modification to Revolving Credit Agreement, Line of
Credit Agreement, and Loan and Co-lender Agreement
between D.I.Y. Home Warehouse, Inc., National City
Bank, Columbus, and Old Kent Bank dated February 20,
1996, incorporated herein by reference to Exhibit
10.42 to the Registrant's Report on Form 10-K for the
fiscal year ended December 30, 1995.
* 10.3.10 General Business Lease Agreement with IBM Credit
Corporation dated May 30, 1996, incorporated herein
by reference to Exhibit 10.1 to the Registrant's
Report on Form 10-Q for the quarter ended June 29,
1996.
* 10.3.11 Amendment No. 1 to Open-End Mortgage, Assignment of
Rents and Security Agreement for Richland County,
Stark County, Summit County, Trumball County and
Medina County between D.I.Y. Home Warehouse, Inc.,
National City Bank and Old Kent Bank dated October
28, 1998, incorporated herein by reference to Exhibit
10.7 to the Registrant's Report on Form 10-Q for the
quarter ended October 3, 1998.
* 10.3.12 First Amendment to Mortgage Note between D.I.Y. Home
Warehouse, Inc. and National City Bank dated October
28, 1998, incorporated herein by reference to Exhibit
10.8 to the Registrant's Report on Form 10-Q for the
quarter ended October 3, 1998.
* 10.3.13 Second Amendment to Security Agreement dated October
28, 1998 between D.I.Y. Home Warehouse, Inc.,
National City Bank and Old Kent Bank, incorporated
herein by reference to Exhibit 10.9 to the
Registrant's Report on Form 10-Q for the quarter
ended October 3, 1998.
* 10.3.14 Second Amendment to Subordination Agreement dated
October 28, 1998 between D.I.Y. Home Warehouse, Inc.,
National City Bank and Old Kent Bank, incorporated
herein by reference to Exhibit 10.3 to the
Registrant's Report on Form 10-Q for the quarter
ended October 3, 1998.
* 10.3.15 Credit and Security Agreement dated October 27, 1998
among D.I.Y. Home Warehouse, Inc. and the Lenders
which are signatures hereto and National City
Commercial Finance, Inc, as agent and National City
Bank as Letter of Credit Bank, incorporated herein by
reference to Exhibit 10.1 to the Registrant's Report
on Form 10-Q for the quarter ended October 3, 1998.
* 10.4 Real Estate Purchase Agreement (Mansfield) between DIY Ohio
Real Estate Associates Limited Partnership and D.I.Y. Home
Warehouse, Inc. dated as of March 1, 1994, incorporated herein
by reference to Exhibit 10.40 to the Registrant's Report on
Form 10-K for the fiscal year ended January 1, 1994.
** 10.5 Real Estate Purchase Agreement (Mansfield and Canton) between
D.I.Y. Home Warehouse, Inc. and Gabriel Brothers, Inc. dated
March 3, 1999, filed herewith.
** 10.6 Sale of Merchandise Agreement (Mansfield and West Market)
between D.I.Y Home Warehouse, Inc. and Schottenstein Bernstein
Capital Group, LLC, dated June 3 1999, filed herewith.
** 10.7 Sale of Merchandise Agreement (Boardman) between D.I.Y Home
Warehouse, Inc. and Schottenstein Bernstein Capital Group,
LLC, dated June 11, 1999, filed herewith.
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** 13.1 Annual Report to the Shareholders of D.I.Y. Home Warehouse,
Inc. for the fiscal year ended January 1, 2000, certain
portions of which are incorporated by reference herein.
** 23.1 Consent of PricewaterhouseCoopers LLP, filed herewith.
** 27.1 Financial Data Schedule for the fiscal year ended January 1,
2000, filed herewith.
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* Previously filed
** Filed herewith
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