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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended: March 29, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from__________________to______________
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COMMISSION FILE NUMBER: 1-13044
COOKER RESTAURANT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
OHIO 62-1292102
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
5500 VILLAGE BOULEVARD, WEST PALM BEACH, FLORIDA 33407
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (561) 615-6000
Indicate by check X 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.
[X] [ ]
Yes No
10,139,000 COMMON SHARES, WITHOUT PAR VALUE
(Number of Common Shares outstanding as of the close of
business on May 4, 1998)
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
COOKER RESTAURANT CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
March 29, December 28,
1998 1997
------------------- -----------------
ASSETS (In Thousands)
Current Assets:
Cash and cash equivalents $ 1,770 $ 4,685
Inventory 1,460 1,509
Land held for sale 55 55
Prepaid and other current assets 1,300 1,057
------------------- -----------------
Total current assets 4,585 7,306
Property and equipment, net 137,029 134,190
Other assets 1,515 1,425
------------------- -----------------
$ 143,129 $ 142,921
=================== =================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities long-term debt $ 1,650 $ --
Accounts payable 3,326 4,668
Accrued and other liabilities 5,669 6,857
Income taxes payable 1,156 61
------------------- -----------------
Total current liabilities 11,801 11,586
Long-term debt, excluding current maturities 40,765 42,415
Deferred income taxes 1,813 1,813
Other liabilities 628 635
------------------- -----------------
Total Liabilities 55,007 56,449
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Shareholders' equity:
Common shares-without par value: authorized 30,000,000
shares; issued 10,548,000 shares at March 29,
1998 and December 28, 1997 63,032 63,039
Retained earnings 31,206 29,570
Treasury stock, at cost, 524,000 and 526,000 shares at
March 29, 1998 and December 28,1997, respectively (6,116) (6,137)
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88,122 86,472
Commitments and contingencies
------------------- -----------------
$ 143,129 $ 142,921
=================== =================
See accompanying notes to condensed consolidated financial statements.
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COOKER RESTAURANT CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
Three Months Ended
March 29, March 30,
1998 1997
--------------------- ---------------------
(In Thousands Except Per Share Data)
Sales
$ 40,434 $ 32,507
----------------- ----------------
Cost of Sales:
Food and beverage 11,421 9,259
Labor 13,853 11,169
Restaurant operating expenses 6,983 5,456
Restaurant depreciation and amortization 1,464 1,064
General and administrative 2,556 2,393
Interest expense, net 588 259
----------------- ----------------
36,865 29,600
----------------- ----------------
Income before income taxes and cumulative effect of a
change in accounting principle 3,569 2,907
Provision for income taxes before cumulative effect of a
change in accounting principle 1,231 996
----------------- ----------------
Income before cumulative effect of a change in accounting
principle 2,338 1,911
Cumulative effect of a change in accounting for
preoperational costs (less tax of $253) -- 496
----------------- ----------------
Net income $ 2,338 $ 1,415
================= ================
Basic earnings per common share:
Income before cumulative effect of change in accounting
principle $ 0.23 $ 0.19
Cumulative effect of change in accounting for
preoperational costs -- (0.05)
----------------- ----------------
Net income $ 0.23 $ 0.14
================= ================
Diluted earnings per common share:
Income before cumulative effect of change in accounting
principle $ 0.23 $ 0.19
Cumulative effect of change in accounting for
preoperational costs -- (0.05)
----------------- ----------------
Net income $ 0.23 $ 0.14
================= ================
Weighted average number of common shares outstanding - basic 10,023 10,035
Weighted average number of common shares outstanding - diluted 10,177 10,274
See accompanying notes to condensed consolidated financial statements.
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COOKER RESTAURANT CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
(UNAUDITED)
Three Months Ended
March 29, March 30,
1998 1997
---------------- -----------------
(In Thousands)
Cash flows from operating activities:
Net income $ 2,338 $ 1,415
Adjustments to reconcile net income to net cash provided by operating
activities:
Cumulative effect of change in accounting principle -- 496
Depreciation and amortization 1,578 1,136
Deferred income taxes -- 253
Loss on sale of property -- 51
(Increase) in current assets (194) (509)
(Increase) decrease in other assets (90) 36
(Decrease) in current liabilities (1,398) (1,181)
------------ ------------
Net cash provided by operating activities 2,234 1,697
------------ ------------
Cash flows from investing activities:
Purchases of property and equipment (4,418) (6,776)
Proceeds from sale of property and equipment -- 309
------------ ------------
Net cash used in investing activities (4,418) (6,467)
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Cash flows from financing activities:
Payment on note payable -- (1,538)
Proceeds from borrowings -- 8,291
Redemption of debentures -- (23)
Exercise of stock options 14 --
Purchases of treasury stock -- (383)
Capital lease obligations (43) --
Dividends paid (702) (703)
------------ ------------
Net cash (used in) provided by financing activities (731) 5,644
------------ ------------
Net (decrease) increase in cash and cash equivalents (2,915) 874
Cash and cash equivalents, at beginning of period 4,685 2,009
------------ ------------
Cash and cash equivalents, at end of period $ 1,770 $ 2,883
============ ============
See accompanying notes to condensed consolidated financial statements.
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COOKER RESTAURANT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 30, 1997 and March 29, 1998
(unaudited)
Note 1: Basis of Presentation.
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and, therefore, do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, the accompanying condensed consolidated financial statements contain
all adjustments, consisting of normal recurring accruals, necessary to present
fairly the financial position of the Cooker Restaurant Corporation and
subsidiaries (the "Company"), after elimination of intercompany accounts and
transactions, at March 29, 1998 and the statements of income and cash flows for
the three months ended March 29, 1998. The results of operations for the three
months ended March 29, 1998 are not necessarily indicative of the operating
results expected for the fiscal year ended January 3, 1999. These financial
statements should be read in conjunction with the financial statements and notes
thereto contained in the Company's annual report on Form 10-K for the fiscal
year ended December 28, 1997.
Certain amounts in the 1997 financial statements have been reclassified to
conform to the 1998 presentation.
Note 2: Earnings Per Share.
In December 1997, the Company adopted the provisions of Statement of Financial
Accounting Standards ("SFAS") No. 128, "Earnings Per Share," which establishes
new guidelines for the calculation of earnings per share. Basic earnings per
share have been computed by dividing net income by the weighted average number
of shares outstanding during the year. Diluted earnings per share have been
computed assuming the exercise of stock options, as well as their related income
tax effects. Earnings per share for all prior periods have been restated to
reflect the provisions of this statement.
Convertible subordinated debentures outstanding as of March 29, 1998 are
convertible into 691,710 shares of common stock at $21.5625 per share and are
due October 2002, were not included in the computation of diluted EPS for each
quarters ended March 30, 1997 and March 29, 1998 as the inclusion of the
convertible subordinated debentures would be antidilutive.
Options to purchase 839,965 and 511,590 shares at prices ranging from $10.375 to
$21.75 per share and $11.25 to $21.75 per share, were outstanding for the
quarter ended March 29, 1998 and March 30, 1997, respectively, but were not
included in the computation of diluted EPS because the options' exercise prices
were greater than the average market price of the common shares for the quarters
ended March 29, 1998 and March 30, 1997 respectively. The options expire between
October 2001 and April 2007 for the quarter ended March 28, 1998 and between
April 2002 and March 2007 for the quarter ended March 30, 1997.
Note 3: Recent Accounting Pronouncements.
Effective December 29, 1997, the Company adopted the Financial Accounting
Standard Board ("FASB") No. 130 - "Reporting Comprehensive Income" and No. 131 -
"Disclosure about Segments of an Enterprise and Related Information." The
adoption of these pronouncements did not have a significant impact on the
Company's consolidated financial position, results of operations or cash flows.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
From time to time, the Company may make certain statements that contain
"forward-looking" information (as defined in the Private Securities Litigation
Reform Act of 1995). Words such as "believe," "anticipate," "estimate,"
"project," and similar expressions are intended to identify such forward-looking
statements. Forward-looking statements may be made by management orally or in
writing, including, but not limited to, in press releases, as part of this
Management's Discussion and Analysis of Financial Condition and Results of
Operations and as part of other sections of this Report or other filings.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of their respective dates, and are subject to
certain risks, uncertainties and assumptions. These statements are based on
management's present assumptions as to future trends, including economic trends,
prevailing interest rates, the availability and cost of raw materials, the
availability of the capital resources necessary to complete the Company's
expansion plans, government regulations, especially regulations regarding taxes,
labor and alcoholic beverages, competition, consumer preferences and similar
factors. Changes in these factors could affect the validity of such assumptions
and could have a materially adverse effect on the Company's business.
RESULTS OF OPERATIONS
The following table sets forth as a percentage of sales certain items
appearing in the Company's statements of income.
RESULTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
March 29, March 30,
1998 1997
----------------- ---------------
Sales 100.0% 100.0%
----------------- ---------------
Cost of sales:
Food and beverage 28.2 28.5
Labor 34.3 34.3
Restaurant operating expenses 17.3 16.8
Restaurant depreciation and amortization 3.6 3.3
General and administrative 6.3 7.4
Interest expense (net) 1.5 0.8
----------------- ---------------
91.2 91.1
Income before income taxes and cumulative effect of a change
in accounting principle 8.8 8.9
Provision for income taxes before cumulative effect of a change
in accounting principle 3.0 3.0
----------------- ---------------
Income before cumulative effect of a change in accounting
principle 5.8 5.9
Cumulative effect of change in accounting for preoperational
costs -- 1.5
----------------- ---------------
Net income 5.8% 4.4%
================= ===============
Sales for the first quarter of fiscal 1998 increased 24% to $40,434,000 from
$32,507,000 in the first quarter last year. Most of the sales increase is from
the fourteen stores that have opened during the prior twelve months. Same-store
sales (which excludes 18 of the 62 units open at the end of the quarter) were
.2% above last year's first quarter. The average
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weekly sales for all 62 stores opened as of the end of the first quarter this
year were up .6% from the average of all stores opened as of the end of the
first quarter last year.
First quarter cost of food and beverages as a percent of sales was down 30
basis points from the same period last year. The improvement is the result of a
change in menu mix and the cumulative effect of price increases (approximately
2%) over the past year. Actual ingredient costs were fairly stable throughout
the quarter.
Labor cost, as a percentage of sales and actual dollar cost per store, in
the first quarter were unchanged from last year.
Restaurant operating expense for the first quarter increased 50 basis points
to 17.3%. Areas showing spending increases over last year were repairs and
maintenance, local store marketing activities and miscellaneous operating
supplies.
General and administrative expense declined from 7.4% of sales in last
year's first quarter to 6.3% of sales this year. This change is the result of a
reduction in pre-opening expense from $658,000 last year (restated for change in
accounting) to $293,000 this year. This year's first quarter includes the cost
of opening restaurants in Augusta, GA and Troy, MI as well as $41,000 of
expenses related to second quarter openings.
Net interest expense for the first quarter of 1998 was $588,000 which was
$329,000 more than for the first quarter of 1997. The increase in net interest
expense is the result of increased borrowings on the Company's line of credit.
The provision for income taxes as a percentage of income before taxes of
34.5% was up 20 basis points from last year's first quarter.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal capital requirements are for working capital, new
restaurant openings and improvements to existing restaurants. The majority of
the Company's financing for operations, expansion and working capital is
provided by internally generated cash flows from operations and borrowings under
a revolving term loan agreement, which provides a $33,000,000 line of credit
through January 4, 1999, with maximum quarterly principal payments of $1,650,000
due January 4, 1999 and April 1, 1999 and the remaining outstanding balance due
June 30, 1999.
During the first quarter of 1998, the Company opened two new units. Capital
expenditures for these new units and the refurbishing and remodeling of existing
units totaled $4,418,000 and were funded by cash flows of $2,234,000 from
operations and borrowings under the revolving line of credit. The Company has
opened 4 restaurants to date in 1998. The Company intends to open an additional
4 restaurants in 1998 for a total of 8 new restaurants. The Company had
previously planned to open a total of 12 restaurants in 1998, but in January,
1998, after reviewing the results of 1997 including lower earnings per share in
1997 as compared to 1996 and a consequent decline in Common Share prices, the
Board of Directors determined to delay the opening of 4 restaurants in order to
allow senior management to focus their efforts on rebuilding average unit
volumes and Shareholder value. Total cash expenditures for the 1998 expansion
are estimated to be approximately $14.5 million. The Company believes that cash
flow from operations together with borrowings under the revolving term loan
agreement will be sufficient to fund the planned expansion, ongoing maintenance
and remodeling of existing restaurants as well as other working capital
requirements. As of March 29, 1998, the Company had borrowed $27,500,000 of the
$33,000,000 available under its revolving term loan agreement.
The Company's operations are subject to factors outside its control. Any
one, or combination, of these factors could materially affect the results of the
Company's operations. These factors include: (a) changes in the general economic
conditions in the United States, (b) changes in prevailing interest rates, (c)
changes in the availability and cost of raw materials, (d) changes in the
availability of the capital resources necessary to complete the Company's
expansion plans; (e) changes in Federal and State regulations or interpretations
of existing legislation, especially concerning taxes, labor and alcoholic
beverages, (f) changes in the levels of competition from current competitors and
potential new
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competition, and (g) changes in the levels of consumer spending and customer
preferences. The foregoing should not be construed as an exhaustive list of all
factors which could cause actual results to differ materially from those
expressed in forward-looking statements made by the Company. Forward-looking
statements made by or on behalf of the Company are based on a knowledge of its
business and the environment in which it operates, but because of the factors
listed above, actual results may differ from those anticipated results described
in those forward-looking statements. Consequently, all of the forward-looking
statements made are qualified by these cautionary statements and there can be no
assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will have the
expected consequences to or effects on the Company or its business or
operations.
The Company has only limited involvement with derivative financial
instruments and does not use them for trading purposes. They are used to manage
well-defined interest rate risk. Interest rate swap agreements are used to
reduce the potential impact of increases in interest rates on floating-rate
long-term debt. At March 29, 1998, the Company was party to an interest rate
swap agreement with a termination date of September 28, 2001. The agreement
entitles the Company to receive from the counterparty (a major bank), the
amounts, if any, by which the Company's interest payments on its $27,500,000
line of credit (included in the $33,000,000 line of credit) exceed 6.25 percent
through the termination date. No amounts were received by the Company during the
quarter ended March 29, 1998.
The fair value of the interest swap agreement approximated ($356,000) at
March 27, 1998. The fair value is estimated using option pricing models that
value the potential for the swaps to become in-the-money (liability) through
changes in interest rates during the remaining term of the agreement.
The Company is exposed to credit losses in the event of nonperformance by
the counterparties to its interest rate swap agreements. The Company
anticipates, however, that counterparties will be able to fully satisfy their
obligations under the contracts. The Company does not obtain collateral to
support financial instruments but monitors the credit standing of the
counterparties.
In 1994, the Board of Directors approved a guaranty by the Company of a loan
of $5,000,000 to G. Arthur Seelbinder, the Chairman of the Board. In January,
1997, the Board approved a refinancing of the loan with The Chase Manhattan Bank
of New York (the "Bank"). The loan (the "Loan") from the Bank bears interest at
the Bank's prime rate or LIBOR plus 2%, is secured by 570,000 Common Shares and
is guaranteed by the Company in the principal amount up to $6,250,000 including
capitalized interest. Pursuant to the loan agreement between Mr. Seelbinder and
the Bank, any reduction of the principal amount outstanding under the Loan shall
not entitle Mr. Seelbinder to the advancement of additional funds under the
Loan. The guaranty provides that the Bank will sell the pledged shares and apply
the proceeds thereof to the Loan prior to calling on the Company for its
guaranty. The term of the Loan was scheduled to expire in the first quarter of
1998. The term of the Loan has been extended until January 31, 1999. At May 7,
1998, the amount of the Loan outstanding, including capitalized and accrued
interest, was approximately $5,382,000 and the undiscounted fair market value of
the pledged shares was approximately $6,697,000. The guaranty secures the Loan
until it is repaid or refinanced without a guaranty. The Company would fund any
obligation it incurs under the terms of its guaranty from additional borrowings
under its revolving term loan agreement. There can be no assurance that the Loan
will be repaid or refinanced at January 31, 1999 on terms that will not result
in continuing the guaranty or in a material payment. Mr. Seelbinder agreed to
pay to the Company a guaranty fee each year that the guaranty remains
outstanding beginning on March 9, 1994, the date the Company first issued its
guaranty of the loan. The amount of the guaranty fee is 1/4 percent of the
outstanding principal amount of the guaranteed loan on the date that the
guaranty fee becomes due. Mr. Seelbinder has agreed to use at least one-half of
any incentive bonus paid to him by the Company to pay principal and interest on
the Loan beginning with any incentive bonus paid for fiscal year 1998. Mr.
Seelbinder has also agreed to make payments on the Loan in amounts sufficient to
ensure that the Loan balance on January 31, 1999 does not exceed 90 percent of
the Loan balance on January 31, 1998.
Effective December 29, 1997, the Company adopted the Financial Accounting
Standard Board ("FASB") No. 130 - "Reporting Comprehensive Income" and No. 131 -
"Disclosure about Segments of an Enterprise and Related Information." The
adoption of these pronouncements did not have a significant impact on the
Company's consolidated financial position, results of operations or cash flows.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) THE FOLLOWING EXHIBITS ARE FILED AS PART OF THIS REPORT.
3. ARTICLES OF INCORPORATION AND BY-LAWS.
Exhibit 3.1
Amended and Restated Articles of Incorporation of the Registrant (incorporated
by reference to Exhibit 28.2 of Registrant's quarterly report on Form 10-Q for
the fiscal quarter ended March 29, 1992; Commission File No. 0-16806).
Exhibit 3.2
Amended and Restated Code of Regulations of the Registrant (incorporated by
reference to Exhibit 4.5 of the Registrant's quarterly report on Form 10-Q for
the fiscal quarter ended April 1, 1990; Commission File No. 0-16806).
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4. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES.
Exhibit 4.1
See Articles FOURTH, FIFTH and SIXTH of the Amended and Restated Articles of
Incorporation of the Registrant (see Exhibit 3.1 above).
Exhibit 4.2
See Articles One, Four, Seven and Eight of the Amended and Restated Code of
Regulations of the Registrant (see Exhibit 3.2 above).
Exhibit 4.3
Rights Agreement dated as of February 1, 1990 between the Registrant and
National City Bank (incorporated by reference to Exhibit 1 of the Registrant's
Form 8-A filed with the Commission on February 9, 1990; Commission File No.
0-16806).
Exhibit 4.4
Amendment to Rights Agreement dated as of November 1, 1992 between the
Registrant and National City Bank (incorporated by reference to Exhibit 4.4 of
Registrant's annual report on Form 10-K for the fiscal year ended January 3,
1993 (the "1992 Form 10-K"); Commission File No. 0-16806).
Exhibit 4.5
Letter dated October 29, 1992 from the Registrant to First Union National Bank
of North Carolina (incorporated by reference to Exhibit 4.5 to the 1992 Form
10-K).
Exhibit 4.6
Letter dated October 29, 1992 from National City Bank to the Registrant
(incorporated by reference to Exhibit 4.6 to the 1992 Form 10-K).
Exhibit 4.7
See Section 7.4 of the Amended and Restated Loan Agreement dated December 22,
1995 between the Registrant and First Union National Bank of Tennessee
(incorporated by reference to Exhibit 10.4 of the Registrant's annual report on
Form 10-K for the fiscal year ended December 31, 1995; Commission File No.
0-16806).
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Exhibit 4.8
Indenture dated as of October 28, 1992 between the Registrant and First Union
National Bank of North Carolina, as Trustee (incorporated by reference to
Exhibit 2.5 of Registrant's Form 8-A filed with the Commission on November 10,
1992; Commission File No. 0-16806).
10. MATERIAL CONTRACTS.
Exhibit 10.15
Second Amendment to Amended and Restated Loan Agreement dated as of January 1,
1998 between the Registrant and First Union National Bank, a national banking
association, as successor in interest to First Union National Bank of Tennessee.
Page 16 in the manually signed original.
Exhibit 10.16
Fourth Amendment to Revolving/Term Loan Note dated as of January 1, 1998 between
the Registrant and First Union National Bank, a national banking association, as
successor in interest to First Union National Bank of Tennessee.
Page 23 in the manually signed original.
Exhibit 10.17
Reaffirmation of Amended and Restated Guaranty made by the Registrant on April
20, 1998 to the Chase Manhattan Bank.
Page 24 in the manually signed original.
Exhibit 10.18
Letter agreement dated March 26, 1998 between The Chase Manhattan Bank and G.
Arthur Seelbinder.
Page 27 in the manually signed original.
Exhibit 10.19
Amendment to Grid Time Promissory Note dated March 26, 1998 between The Chase
Manhattan Bank and G. Arthur Seelbinder.
Page 29 in the manually signed original.
27. FINANCIAL DATA SCHEDULES
Exhibit 27.1
Financial Data Schedules (submitted electronically for SEC information only).
(b) REPORTS ON FORM 8-K.
No report on Form 8-K was filed by Registrant during the fiscal quarter ended
March 29, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COOKER RESTAURANT CORPORATION
(The "Registrant")
Date: May 11, 1998
By: /s/ G. ARTHUR SEELBINDER
---------------------------------------------------
G. Arthur Seelbinder
Chairman of the Board, Chief Executive Officer, and
Director
(principal executive officer)
By: /s/ DAVID C. SEVIG
---------------------------------------------------
David C. Sevig
Vice President - Chief Financial Officer
(principal financial and accounting officer)
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
COOKER RESTAURANT CORPORATION
----------------------
FORM 10-Q QUARTERLY REPORT
FOR THE FISCAL QUARTER ENDED:
MARCH 29, 1998
----------------------
EXHIBITS
----------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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Exhibit 3.1
Amended and Restated Articles of Incorporation of the Registrant (incorporated
by reference to Exhibit 28.2 of Registrant's quarterly report on Form 10-Q for
the fiscal quarter ended March 29, 1992; Commission File No. 0-16806).
Exhibit 3.2
Amended and Restated Code of Regulations of the Registrant (incorporated by
reference to Exhibit 4.5 of the Registrant's quarterly report on Form 10-Q for
the fiscal quarter ended April 1, 1990; Commission File No. 0-16806).
Exhibit 4.1
See Articles FOURTH, FIFTH and SIXTH of the Amended and Restated Articles of
Incorporation of the Registrant (see Exhibit 3.1 above).
Exhibit 4.2
See Articles One, Four, Seven and Eight of the Amended and Restated Code of
Regulations of the Registrant (see Exhibit 3.2 above).
Exhibit 4.3
Rights Agreement dated as of February 1, 1990 between the Registrant and
National City Bank (incorporated by reference to Exhibit 1 of the Registrant's
Form 8-A filed with the Commission on February 9, 1990; Commission File No.
0-16806).
Exhibit 4.4
Amendment to Rights Agreement dated as of November 1, 1992 between the
Registrant and National City Bank (incorporated by reference to Exhibit 4.4 of
Registrant's annual report on Form 10-K for the fiscal year ended January 3,
1993 (the "1992 Form 10-K"); Commission File No. 0-16806).
Exhibit 4.5
Letter dated October 29, 1992 from the Registrant to First Union National Bank
of North Carolina (incorporated by reference to Exhibit 4.5 to the 1992 Form
10-K).
Exhibit 4.6
Letter dated October 29, 1992 from National City Bank to the Registrant
(incorporated by reference to Exhibit 4.6 to the 1992 Form 10-K).
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Exhibit 4.7
See Section 7.4 of the Amended and Restated Loan Agreement dated December 22,
1995 between the Registrant and First Union National Bank of Tennessee
(incorporated by reference to Exhibit 10.4 of the Registrant's annual report on
Form 10-K for the fiscal year ended December 31, 1995, Commission File No.
0-16806).
Exhibit 4.8
Indenture dated as of October 28, 1992 between the Registrant and First Union
National Bank of North Carolina, as Trustee (incorporated by reference to
Exhibit 2.5 of Registrant's Form 8-A filed with the Commission on November 10,
1992; Commission File No. 0-16806).
Exhibit 10.15
Second Amendment to Amended and Restated Loan Agreement dated as of January 1,
1998 between the Registrant and First Union National Bank, a national banking
association, as successor in interest to First Union National Bank of Tennessee.
Exhibit 10.16
Fourth Amendment to Revolving/Term Loan Note dated as of January 1, 1998 between
the Registrant and First Union National Bank, a national banking association, as
successor in interest to First Union National Bank of Tennessee.
Exhibit 10.17
Reaffirmation of Amended and Restated Guaranty made by the Registrant on April
20, 1998 to the Chase Manhattan Bank.
Exhibit 10.18
Letter agreement dated March 26, 1998 between The Chase Manhattan Bank and G.
Arthur Seelbinder.
Exhibit 10.19
Amendment to Grid Time Promissory Note dated March 26, 1998 between The Chase
Manhattan Bank and G. Arthur Seelbinder.
Exhibit 27.1
Financial Data Schedule (submitted electronically for SEC information only).
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