1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] AMENDMENT NUMBER 2 TO ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-22702
ROBERDS, INC.
An Ohio Corporation 31-0801335
(IRS Employer Identification Number)
1100 East Central Avenue
Dayton, Ohio 45449-1888
(937) 859-5127
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Shares, without par value
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 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 requirements
for the past 90 days Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of 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. [ ].
At the close of trading on January 31, 1998, 6,043,615 common shares, without
par value, were outstanding. Of these, 1,537,517 common shares, having an
aggregate market value (based upon the average of the high and low trading
prices on that date) of approximately $4,324,267 were held by non-affiliates of
the Registrant. Common shares held by each executive officer and director, and
by each person who owned five percent or more of the outstanding common shares,
were excluded, in that such persons may be deemed to be affiliates. However,
such calculation does not constitute an admission or determination that any such
officer or director or holder of more than five percent of the outstanding
common shares is in fact an affiliate of the Registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for its 1998 annual meeting of
shareholders are incorporated into Part III herein by reference.
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Pursuant to Rule 15d-21 under the Securities Exchange Act of 1934, the
undersigned registrant ("Registrant") hereby amends its annual report on Form
10-K for the fiscal year ended December 31, 1997 to include the following
information, financial statements, and exhibits required by Form 11-K with
respect to the Roberds, Inc. Profit Sharing and Employee Retirement Savings Plan
("Plan") for the year ended December 31, 1997. Roberds, Inc. is the issuer of
some of the securities held pursuant to the Plan. The schedules called for under
Article 6A-05 in Regulation S-X have been omitted because they are inapplicable
or the required information has been given in the financial statements or notes
thereto:
ROBERDS, INC. PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
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Page
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Independent Auditors' Report 3
Financial Statements as of December 31, 1997 and 1996 and for the
Year Ended December 31, 1997:
Statements of Net Assets Available for Plan Benefits 4
Statement of Changes in Net Assets Available for Plan Benefits 5
Notes To Financial Statements 6
Supplemental Schedules as of December 31, 1997 and for the Year
Then Ended:
Item 27(a) - Schedule of Assets Held for Investment Purposes 10
Item 27(d) - Schedule of Reportable Transactions-
Single in Excess of Five Percent of Plan Assets 11
Item 27(d) - Schedule of Reportable Transactions-
Series in Excess of Five Percent of Plan Assets 12
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INDEPENDENT AUDITORS' REPORT
Participants and Plan Administrator
Roberds, Inc. Profit Sharing and Employee
Retirement Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits of Roberds, Inc. Profit Sharing and Employee Retirement Savings Plan
("Plan") as of December 31, 1997 and 1996 and the related statements of changes
in net assets available for plan benefits for the years then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 1997
and 1996, and the changes in net assets available for plan benefits for the
years then ended, in conformity with generally accepted accounting principles.
Our audit of the Plan's financial statements as of and for the year ended
December 31, 1997 was made for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental schedules, listed in the
foregoing table of contents, are presented for the purpose of additional
analysis and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in the audit of the basic financial statements for the year
ended December 31, 1997, and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
Dayton, Ohio
May 28, 1998
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ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
1997 1996
INVESTMENTS (Note C):
Mutual Funds, at fair value:
Equity $ 4,315,759 $
Corporate bonds 464,977
U.S. Government Securities 4,946
Money market 2,346,432
Roberds Inc. common stock 67,418
Pooled separate accounts, at fair value:
Equity 3,311,527
Corporate bonds 352,510
U.S. Government Securities 200
Money market 51,829
Deposit administrative account, at contract value 2,526,501
Participants loans 323,511 213,815
----------- -----------
Total investments 7,523,043 6,456,382
Receivables:
Employer contributions 86,740 80,945
Participant contributions 77,296 73,126
----------- -----------
Total receivables 164,036 154,071
----------- -----------
Cash surrender value of life insurance 101,626
----------- -----------
Total assets 7,687,079 6,712,079
----------- -----------
LIABILITIES - Excess contributions 20,464 74,186
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 7,666,615 $ 6,637,893
=========== ===========
See notes to financial statements.
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ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
1997 1996
ADDITIONS (Note D):
Investment income:
Net appreciation in fair value of investment $ 348,951 $ 515,396
Dividends and interest 498,005 157,776
---------- ----------
Total investment income 846,956 673,172
Employer contributions 91,290 80,945
Participant contributions 840,449 851,998
Participant rollover contributions 26,215 93,959
---------- ----------
Total additions 1,804,910 1,700,074
DEDUCTIONS (Note D):
Benefits paid to participants 774,522 499,192
Fund expenses 1,666
Other 100,476
---------- ----------
Total deductions 776,188 599,668
NET INCREASE IN ASSETS AVAILABLE FOR PLAN BENEFITS 1,028,722 1,100,406
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 6,637,893 5,537,487
---------- ----------
End of year $7,666,615 $6,637,893
========== ==========
See notes to financial statements.
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ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
A. PLAN DESCRIPTION
The following brief description of the Roberds, Inc. Profit Sharing and
Employee Retirement Savings Plan ("Plan") provides only general
information. Participants should refer to the Plan agreement for more
complete information.
GENERAL - The Plan is a defined contribution 401(k) profit sharing plan
which covers all full-time employees of Roberds, Inc. ("Company") who are
age 21 and older. Each year the Company may make discretionary
contributions as determined by its Board of Directors. The Plan is subject
to provisions of the Employment Retirement Income Security Act of 1974
("ERISA"). The Plan's administrator is Roberds, Inc. Effective April 1,
1997, the Merrill Lynch Trust Company replaced Union Central Life
Insurance Company as the Plan recordkeeper. In addition, investment
options available to Plan participants changed due to the change in Plan
recordkeeper.
PARTICIPANTS' ACCOUNTS - Participants may contribute up to 20% of their
annual wages, subject to current Internal Revenue Service limitations. The
Board of Directors of the Company has the discretion to determine the
amount that the Company will contribute, in addition to the participants'
deferral amounts, up to a maximum of 25% of the first six percent of each
participant's pay that they contribute to the Plan. This match was 15% of
the first 6% of each eligible participant's compensation contributed to
the Plan in 1997 and 1996. This matching contribution is made in Roberds,
Inc. common stock. Participants' accounts are credited with the
participants' contribution and an allocation of (a) the Company's
contributions, (b) investment net earnings, and (c) forfeitures of
terminated participants' nonvested accounts. Allocations are based on
participant wages, as defined. As of December 31, 1997, approximately
$43,000 of forfeited amounts had not yet been allocated.
Participants may designate investment of their 401(k) account balance in
the following funds:
- Merrill Lynch Retirement Preservation Trust - invests in Guaranteed
Investment Contracts and in U.S. government and agency securities.
- Merrill Lynch Corporate Bond Fund, Inc. - Intermediate Term Portfolio
- invests in corporate bonds.
- Merrill Lynch Federal Securities Trust - invests in U.S. government
and agency securities.
- Merrill Lynch Capital Fund, Inc. - invests in equity, debt, and
convertible securities.
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- Merrill Lynch Global Allocation Fund, Inc. - invests in U.S. and
foreign equity, debt and money market securities.
- Merrill Lynch Basic Value Fund, Inc. - invests in equity securities.
- Merrill Lynch Growth Fund - invests in equity securities.
- Merrill Lynch Equity Index Trust - invests in equity securities.
- Ivy International Fund - invests in equity securities traded in
European, Pacific Basin, and Latin American markets.
- AIM Constellation Fund - invests in equity securities.
- MFS Emerging Growth Fund - invest in equity securities.
- Roberds, Inc. Common Stock
Participants may change their investment options daily.
VESTING - Participants are 100% vested in their voluntary contributions,
plus actual earnings thereon. Participants are 100% vested (cliff vesting)
in employer contributions after five years of service with the Company.
PARTICIPANTS' LOANS - Participants may borrow from their fund accounts a
minimum of $500 up to a maximum equal to the lesser of $50,000 or 50% of
their account balance. Loan transactions are treated as a transfer to
(from) the investment fund from (to) the participant loan fund. Loan terms
range up to five years. The loans are secured by the balance in the
participant's account and bear interest at the prime rate of interest,
plus 1%. Principal and interest are paid through monthly payroll
deductions.
PAYMENT OF BENEFITS - Upon termination of service, a participant may elect
distribution by payment in a lump sum equal to the value of the
participant's account or by payment in monthly, quarterly or annual
installments over certain fixed periods of time.
TERMINATION - Although the Company has not expressed an intention to do
so, the Plan may be terminated at the option of the Company at any time
subject to the provisions of ERISA. If terminated, participants' vested
interest will be distributed in accordance with the Plan.
B. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The Plan's financial statements are maintained on
the accrual basis.
INVESTMENT VALUATION AND INCOME RECOGNITION - Mutual funds and pooled
separate accounts are stated at fair value. Participant loans are valued
at cost which approximates fair value. Gains and losses on investment
transactions are determined by the weighted average method.
ADMINISTRATIVE EXPENSES are paid by the Company.
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PAYMENT OF BENEFITS are recorded when paid.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
RECLASSIFICATIONS - Certain amounts in the 1996 financial statements have
been reclassified to conform with the 1997 presentation.
C. INVESTMENTS
Investments at contract or fair value exceeding five percent of the net
assets of the Plan at December 31, 1997 and 1996 were:
1997 1996
Merrill Lynch Retirement Preservation Trust $ 2,346,432 $
Merrill Lynch Corporate Bond Fund, Inc. - Intermediate Term Portfolio 464,977
Merrill Lynch Global Allocation Fund, Inc. 439,433
Merrill Lynch Basic Value Fund, Inc. 1,763,059
Merrill Lynch Growth Fund 621,094
Ivy International Fund 378,032
AIM Constellation Fund 691,411
Union Central Life Insurance Company:
Insurance deposit account 2,526,501
Carillon Equity Fund 1,612,808
Carillon Bond Fund 352,510
Carillon Capital Fund 471,721
American 20th Century Ultra Fund 607,803
Other (less than 5%) 818,605 885,039
------------ -----------
Total $ 7,523,043 $ 6,456,382
============ ===========
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D. SUPPLEMENTAL FUND INFORMATION
Participants and employer contributions, benefits paid to participants,
dividends and interest, net appreciation (depreciation) in fair value of
investments and fund expenses by fund are as follows for the year ended
December 31, 1997:
NET
APPRECIATION
(DEPRECIATION)
PARTICIPANT BENEFITS DIVIDENDS IN FAIR
PARTICIPANT ROLLOVER EMPLOYER PAID TO AND VALUE OF FUND
CONTRIBUTIONS CONTRIBUTIONS CONTRIBUTIONS PARTICIPANTS INTEREST INVESTMENTS EXPENSES
Merrill Lynch Retirement
Preservation Trust Fund $ 115,796 $ 2,674 $ 4,550 $ 211,409 $ 109,740 $ 219 $ 69
Merrill Lynch Corporate Bond
Fund, Inc. - Intermediate Term
Portfolio 38,323 8,399 17,115 12,684 125
Merrill Lynch Federal Securities
Trust 5,499 50 145 64 7
Merrill Lynch Capital Fund, Inc. 5,171 84 1,052 224
Merrill Lynch Global Allocation
Fund, Inc. 60,941 2,953 18,164 58,501 (11,034) 210
Merrill Lynch Basic Value
Fund, Inc. 183,074 9,238 182,573 143,857 353,183 435
Merrill Lynch Growth Fund 70,682 15,075 49,988 (2,755) 166
Merrill Lynch Equity Index
Trust 12,861 3,598 136 3,593 11
Ivy International Fund 19,109 645 517 5,237 (32,564) 2
AIM Constellation Fund 123,703 931 79,970 50,001 74,400 457
MFS Emerging Growth Fund 66,488 2,327 16,131 3,102 28,485 173
Roberds, Inc. common stock 6,039 86,740 2,135 (17,673) 11
Participant loans 3,849 25,498 21,685
Insurance deposit account 13,710 87,298 34,661
Carillon Equity Fund 20,122 54,057 (37,166)
Carillon Bond Fund 6,936 2,814 (261)
Money Market Fund 4,354 2,311 2,921
Carillon Capital Fund 13,884 28,910 (4,748)
Carillon Government Securities
Fund 1,080 221 (4)
Neuberger & Berman Guardian
Trust Fund 21,788 15,528 108
Neuberger & Berman Genesis Trust
Fund 13,068 3,656 (2,843)
American 20th Century Select
Fund 8,976 5,854 2,175
American 20th Century Ultra
Fund 27,716 13,732 (17,189)
Scudder International Fund 1,129 53
--------- -------- -------- --------- --------- --------- -------
$ 840,449 $ 26,215 $ 91,290 $ 774,522 $ 498,005 $ 348,951 $ 1,666
========= ======== ======== ========= ========= ========= =======
E. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue
Service dated April 23, 1998 indicating that the Plan qualifies under the
Internal Revenue Code, Section 401(a), and is therefore not subject to tax
under present law. The Plan's administrator has indicated that no changes
have been made to the plan that would violate this tax-exempt status.
Therefore, no provision for income taxes has been included in the Plan's
financial statements.
* * * * * *
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ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
UNITS/NUMBER FAIR
OF SHARES COST VALUE
MUTUAL FUNDS:
Merrill Lynch Retirement Preservation Trust Fund 2,346,575 $2,346,213 $2,346,432
Merrill Lynch Corporate Bond Fund, Inc. -
Intermediate Term Portfolio 40,223 453,966 464,977
Merrill Lynch Federal Securities Trust 507 4,889 4,946
Merrill Lynch Capital Fund, Inc. 726 24,844 25,068
Merrill Lynch Global Allocation Fund, Inc. 31,077 459,240 439,433
Merrill Lynch Basic Value Fund, Inc. 47,547 1,554,910 1,763,059
Merrill Lynch Growth Fund 21,678 626,450 621,094
Merrill Lynch Equity Index Trust 1,026 63,867 67,101
Ivy International Fund 9,686 409,322 378,032
AIM Constellation Fund 26,210 657,780 691,411
MFS Emerging Growth Fund 9,137 307,236 330,561
Roberds, Inc. common stock 22,473 83,957 67,418
Participants loans (interest rates ranging from 8.25% -
10% with various maturities through December 2002) 323,511 323,511 323,511
---------- ----------
$7,316,185 $7,523,043
========== ==========
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ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS - SINGLE IN EXCESS OF FIVE
PERCENT OF PLAN ASSETS YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
PURCHASES SALES
---------------------- -----------------------------------------------
NUMBER OF NUMBER OF
SHARES OR SHARES OR GAIN
DESCRIPTION PRINCIPAL AMOUNT PRINCIPAL PROCEEDS COST (LOSS)
AIM Constellation Fund 26,075 $ 626,593 $ $
Merrill Lynch Retirement Preservation Trust
Fund 2,555,570 2,555,570
Merrill Lynch Basic Value Fund, Inc. 59,704 1,880,675
Merrill Lynch Corporate Bond Fund, Inc. -
Intermediate Term Portfolio 31,957 356,642
Merrill Lynch Global Allocation Fund, Inc. 30,444 446,313
Union Central Life Insurance Company - Deposit
administrative account 2,489,894 2,489,894 2,489,984
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ROBERDS, INC.
PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS - SERIES IN EXCESS OF FIVE
PERCENT OF PLAN ASSETS YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
PURCHASES SALES
---------------------- ---------------------------------------------
NUMBER NUMBER
OF TRANS- OF TRANS- GAIN
ACTIONS AMOUNT ACTIONS PROCEEDS COST (LOSS)
Merrill Lynch Retirement Preservation Trust 204 $ 2,931,253 163 $ 585,041 $ 585,041 $
Merrill Lynch Basic Value Fund, Inc. 108 2,372,730 147 962,256 817,629 144,627
MFS Emerging Growth Fund 70 346,713 68 44,637 39,477 5,160
AIM Constellation Fund 102 852,459 148 234,651 194,679 39,972
Ivy International Fund 49 437,873 13 27,278 28,651 (1,373)
Merrill Lynch Corporate Bond Fund, Inc.- Intermediate
Term Portfolio 47 522,162 71 69,909 68,235 1,674
Merrill Lynch Growth Fund 70 708,920 63 84,887 82,287 2,600
Merrill Lynch Global Allocation Fund, Inc. 65 585,089 93 134,563 125,790 8,773
Union Central Life Insurance Company - Deposit
administration account 4 76,760 7 2,637,921 2,637,921
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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 Amendment Number 2 to the
Annual Report on Form 10-K for the fiscal year ended December 31, 1997 to be
signed on its behalf by the undersigned, thereunto duly authorized.
ROBERDS, INC., by
/s/ James F. Robeson*
- ------------------------------------------
James F. Robeson, its
Chief Executive Officer and President
/s/ Robert M. Wilson
- ------------------------------------------
Robert M. Wilson, its
Executive Vice President and Chief Financial Officer
/s/ Michael A. Bruns
- ------------------------------------------
Michael A. Bruns, its
Vice President and Chief Accounting Officer
*By /s/ Robert M. Wilson
-----------------------------------
Robert M. Wilson,
Attorney in fact
ROBERDS, INC. PROFIT SHARING AND EMPLOYEE RETIREMENT SAVINGS PLAN, by
/s/ Robert M. Wilson
- ------------------------------------
Robert M. Wilson, its
Plan Administrator
June 18, 1998
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PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(3) Exhibits
- --------------------
2.3 Stock Purchase Agreement among Registrant, Kenneth W. Fletcher
and Donald C. Wright transferring all of the outstanding
shares of Roberds Service Company to Registrant, filed October
1, 1993 as Exhibit 2.3 to Registrant's Form S-1, Registration
File No. 33-69876, and incorporated herein by reference.
2.4 Stock Purchase Agreement among Registrant, Kenneth W. Fletcher
and Donald C. Wright transferring all of the outstanding
shares of Roberd Insurance Agency, Inc. to Registrant, filed
October 1, 1993 as Exhibit 2.4 to Registrant's Form S-1,
Registration File No. 33-69876, and incorporated herein by
reference.
2.5 Certificate of merger of Roberds Service Company into Roberds,
Inc., effective August 31, 1994, filed as Exhibit 2.5 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 and incorporated herein by reference.
3.1 Amended Articles of Incorporation of Registrant, filed January
10, 1994, as Exhibit 4.1 to Registrant's Form S-8,
Registration File No. 33-73900, and incorporated herein by
reference.
3.2 Amended Code of Regulations of Registrant, filed January 10,
1994, as Exhibit 4.2 to Registrant's Form S-8, Registration
File No. 33-73900, and incorporated herein by reference.
4.1 Amended Articles of Incorporation of Registrant (filed as
Exhibit 3.1).
4.2 Amended Code of Regulations of Registrant (filed as Exhibit
3.2).
4.3 Specimen certificate for Registrant's Common Shares, filed
October 1, 1993 as Exhibit 4.3 to Registrant's Form S-1,
Registration File No. 33-69876, and incorporated herein by
reference.
4.3.1 Amended specimen certificate for Registrant's Common Shares,
reflecting the change in stock transfer agent to National City
Bank, Cleveland, Ohio, effective November 1, 1995, filed as
Exhibit 4.3.1 to Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995, and incorporated
herein by reference.
4.4 Excluded from the exhibits are certain agreements relating to
long term debt which, individually, do not exceed 10% of the
total assets of Registrant. Registrant hereby undertakes to
furnish a copy of such agreements upon request by the
Commission.
10.1# Roberds, Inc. 1993 Stock Incentive Plan, filed October 1, 1993
as Exhibit 10.1 to Registrant's Form S-1, Registration File
No. 33-69876, and incorporated herein by reference.
10.1.1# Amendment to Roberds, Inc. 1993 Stock Incentive Plan, filed as
Exhibit 99.1 to Registrant's Form S-8, File No. 33-97262,
filed September 25, 1995, and incorporated herein by
reference.
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10.1.2# Amendment to Roberds, Inc. 1993 Stock Incentive Plan, referred
to in Exhibit 10.1, effective as of November 1, 1996, and
filed as Exhibit 10.1.2 to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1996, and
incorporated herein by reference.
10.2# Roberds, Inc. Employee Stock Purchase Plan, filed October 1,
1993 as Exhibit 10.2 to Registrant's Form S-1, Registration
File No. 33-69876, and incorporated herein by reference.
10.2.1# Amendment to Roberds, Inc. Employee Stock Purchase Plan,
referred to in Exhibit 10.2, effective as of November 1, 1996,
and filed as Exhibit 10.2.1 to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996, and
incorporated herein by reference.
10.2.2# Amendment to Roberds, Inc. Employee Stock Purchase Plan,
referred to in Exhibit 10.2, effective as of May 13, 1997, and
filed as Exhibit 99.1 to Registrant's Form S-8, Registration
File No. 333-37829, and incorporated herein by reference.
10.3# Roberds, Inc. 1993 Outside Director Stock Option Plan, filed
October 1, 1993 as Exhibit 10.3 to Registrant's Form S-1,
Registration File No. 33-69876, and incorporated herein by
reference.
10.3.1# Amendment to Roberds, Inc. 1993 Outside Director Stock Option
Plan, referred to in Exhibit 10.3, effective as of November 1,
1996, and filed as Exhibit 10.3.1 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1996, and incorporated herein by reference.
10.3.2# Roberds, Inc. Profit Sharing and Employee Retirement Savings
Plan, as amended, filed as Exhibit 99 to Registrant's Form
S-8, Registration File No. 33-81086, and incorporated herein
by reference.
10.3.2.1# Roberds, Inc. Profit Sharing and Employee Retirement Savings
Plan, as adopted March 26, 1997, and filed as Exhibit 99 to
Registrant's Form S-8, Registration File No. 333-43977, and
incorporated herein by reference.
10.3.3# Roberds, Inc. Amended and Restated Deferred Compensation Plan
for Outside Directors, effective 1996, filed as Exhibit 10.3.2
to Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, and incorporated herein by reference.
10.3.3.1# Amendment to Roberds, Inc. Amended and Restated Deferred
Compensation Plan for Outside Directors, referred to in
Exhibit 10.3.3, effective as of February 27, 1996, and filed
as Exhibit 10.3.3.1 to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, and incorporated
herein by reference.
10.3.3.2# Amendment to Roberds, Inc. Amended and Restated Deferred
Compensation Plan for Outside Directors, referred to in
Exhibit 10.3.3, effective as of November 1, 1996, and filed as
Exhibit 99.1 to Registrant's Form S-8, Registration File No.
333-19903, and filed as Exhibit 10.3.3.2 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1996, and incorporated herein by reference.
10.4.1 Lease Agreement dated April 1, 1990 among Registrant, Kenneth
W. Fletcher and Donald C. Wright, relating to Registrant's
facility located at 1000 East Central Avenue, West Carrollton,
Ohio, and amendments thereto, filed October 1, 1993 as Exhibit
10.4.1 to
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Registrant's Form S-1, Registration File No. 33-69876, and
incorporated herein by reference.
10.4.1.1 Assignment and Assumption Agreement in connection with the
transfer of ownership of Registrant's facility located at 1000
East Central Avenue, West Carrollton, Ohio from Kenneth W.
Fletcher and Donald C. Wright, an Ohio general partnership, to
Kenneth W. Fletcher, individually, and assigning Registrant's
related lease of the property to Mr. Fletcher, all effective
January 1, 1995, and filed as Exhibit 10.4.1.1 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1994 and incorporated herein by reference.
10.4.1.2 Assignment and Assumption Agreement in connection with the
transfer of ownership of Registrant's facility located at 1000
East Central Avenue, West Carrollton, Ohio from Kenneth W.
Fletcher, individually, to DAF Investments LTD., an Ohio
limited liability company controlled by Mr. Fletcher, and
assigning Registrant's related lease of the property to DAF
Investments LTD., all effective January 1, 1995, and filed as
Exhibit 10.4.1.2 to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 and incorporated
herein by reference.
10.4.1.3 Assignment and Assumption of Lease in connection with the
transfer of ownership of Registrant's facility located at 1000
East Central Avenue, West Carrollton, Ohio from DAF
Investments LTD., an Ohio limited liability company controlled
by Mr. Kenneth W. Fletcher, to DAF West Carrollton Plaza,
LTD., an Ohio limited liability company controlled by Mr.
Fletcher, and assigning Registrant's related lease of the
property to DAF West Carrollton Plaza, LTD., effective January
14, 1997, and filed as Exhibit 10.4.1.3 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1996, and incorporated herein by reference.
10.4.2 Lease Agreement dated April 1, 1990 among Registrant, Kenneth
W. Fletcher and Donald C. Wright, relating to Registrant's
facility located at 1100 East Central Avenue, West Carrollton,
Ohio, and amendments thereto, filed October 1, 1993 as Exhibit
10.4.2 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.
10.4.2.1 Assignment and Assumption Agreement in connection with the
transfer of ownership of Registrant's facility located at 1100
East Central Avenue, West Carrollton, Ohio from Kenneth W.
Fletcher and Donald C. Wright, an Ohio general partnership, to
Kenneth W. Fletcher, individually, and assigning Registrant's
related lease of the property to Mr. Fletcher, all effective
January 1, 1995, and filed as Exhibit 10.4.2.1 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1994 and incorporated herein by reference.
10.4.2.2 Assignment and Assumption Agreement in connection with the
transfer of ownership of Registrant's facility located at 1100
East Central Avenue, West Carrollton, Ohio from Kenneth W.
Fletcher, individually, to DAF Investments LTD., an Ohio
limited liability company controlled by Mr. Fletcher, and
assigning Registrant's related lease of the property to DAF
Investments LTD., all effective January 1, 1995, and filed as
Exhibit 10.4.2.2 to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 and incorporated
herein by reference.
10.4.2.3 Assignment and Assumption of Lease in connection with the
transfer of ownership of Registrant's facility located at 1100
East Central Avenue, West Carrollton, Ohio from DAF
Investments LTD., an Ohio limited liability company controlled
by Mr. Kenneth W. Fletcher, to DAF West Carrollton Plaza,
LTD., an Ohio limited liability company
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17
controlled by Mr. Fletcher, and assigning Registrant's related
lease of the property to DAF West Carrollton Plaza, LTD.,
effective January 14, 1997, and filed as Exhibit 10.4.2.3 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, and incorporated herein by reference.
10.4.3 Lease Agreement dated June 1, 1988 among Registrant, Kenneth
W. Fletcher and Donald C. Wright, relating to Registrant's
Piqua, Ohio facility, and amendments thereto, filed October 1,
1993 as Exhibit 10.4.3 to Registrant's Form S-1, Registration
File No. 33-69876, and incorporated herein by reference.
10.4.3.1 Assignment and Assumption Agreement in connection with the
transfer of ownership of Registrant's Piqua, Ohio facility
from Kenneth W. Fletcher and Donald C. Wright, an Ohio general
partnership, to Donald C. Wright, individually, and assigning
Registrant's related lease of the property to Mr. Wright, all
effective January 1, 1995 and filed as Exhibit 10.4.3.1 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 and incorporated herein by reference.
10.4.4 Lease Agreement dated April 1, 1988 among Registrant, Kenneth
W. Fletcher and Donald C. Wright, relating to Registrant's
Richmond, Indiana facility, and amendments thereto, filed
October 1, 1993 as Exhibit 10.4.4 to Registrant's Form S-1,
Registration File No. 33-69876, incorporated herein by
reference.
10.4.4.1 Assignment and Assumption Agreement in connection with the
transfer of ownership of Registrant's Richmond, Indiana
facility from Kenneth W. Fletcher and Donald C. Wright, an
Ohio general partnership, to Donald C. Wright, individually,
and assigning Registrant's related lease of the property to
Mr. Wright, all effective January 1, 1995, and filed as
Exhibit 10.4.4.1 to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 and incorporated
herein by reference.
10.4.5 Lease Agreement dated March 1, 1992 among Registrant, Kenneth
W. Fletcher and Donald C. Wright, relating to Registrant's
Springfield, Ohio facility, and amendments thereto, filed
October 1, 1993 as Exhibit 10.4.5 to Registrant's Form S-1,
Registration File No. 33-69876, and incorporated herein by
reference.
10.4.5.1 Assignment and Assumption of Leases transferring ownership of
Registrant's Springfield, Ohio facility from Kenneth W.
Fletcher and Donald C. Wright, an Ohio general partnership, to
Springfield Properties, Inc., an Ohio corporation owned by
Messrs. Fletcher and Wright, and assigning Registrant's
related lease of the property to Springfield Properties, Inc.,
all effective November 16, 1994, and filed as Exhibit 10.4.5.1
to Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, and incorporated herein by reference.
10.4.6 Lease Agreement dated March 1, 1987 between Registrant and
Howard Investments, a partnership owned by the Initial
Shareholders, relating to Registrant's Norcross, Georgia
facility, filed October 1, 1993 as Exhibit 10.4.6 to
Registrant's Form S-1, Registration File No. 33-69876, and
incorporated herein by reference.
10.4.6.1 Amendments to Lease Agreement between Registrant and Howard
Investments, referred to in Exhibit 10.4.6, effective December
20, 1995, pursuant to a sale of the property by Howard
Investments to 800 Broadway and Ponce de Leon Stores, which
are unrelated to the Company and the Initial Shareholders,
filed as Exhibit 10.4.6.1 to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995, and
incorporated herein by reference.
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18
10.4.7 Lease Agreement dated March 1, 1987 between Registrant and
Howard Investments, a partnership owned by the Initial
Shareholders, relating to Registrant's Marietta, Georgia
facility, filed October 1, 1993 as Exhibit 10.4.7 to
Registrant's Form S-1, Registration File No. 33-69876, and
incorporated herein by reference.
10.4.8 Lease Agreement dated November 1, 1987 between Registrant and
Howard Investments, a partnership owned by the Principal
Shareholders, relating to Registrant's Forest Park, Georgia
facility, and amendments thereto, filed October 1, 1993 as
Exhibit 10.4.8 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.
10.4.9 Rent-Up Guarantee Agreement, filed October 1, 1993 as Exhibit
10.4.9 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.
10.5 Tax Indemnification Agreement among Kenneth W. Fletcher,
Donald C. Wright, Howard W. Smith, and Registrant, filed
October 1, 1993 as Exhibit 10.5 to Registrant's Form S-1,
Registration File No. 33-69876, and incorporated herein by
reference.
10.6.2 Inventory Financing and Security Agreement between Whirlpool
Financial Corporation and Registrant, filed October 1, 1993 as
Exhibit 10.6.2 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.
10.6.3 Business Loan Agreement between Bank One, Dayton, NA and
Registrant, dated November 23, 1993, for up to $30 million.
Filed as Exhibit 10.6.3 to Registrant's Form 10-K for the
fiscal year ended December 31, 1993, and incorporated herein
by reference.
10.6.3.1 Amendment to Business Loan Agreement between Bank One, Dayton,
NA and Registrant, dated April 20, 1994, amending the
agreement referred to in Exhibit 10.6.3, and filed as Exhibit
10.6.3.1 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, and incorporated herein
by reference.
10.6.3.2 Amendment to Amended and Restated Business Loan Agreement
between Bank One, Dayton, NA and Registrant, dated December 7,
1994, amending the agreement referred to in Exhibit 10.6.3,
and filed as Exhibit 10.6.3.2 to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994, and
incorporated herein by reference.
10.6.3.3 Amendment to Amended and Restated Business Loan Agreement
between Bank One, Dayton, NA and Registrant, dated October 13,
1995, amending the agreement referred to in Exhibit 10.6.3,
filed as Exhibit 10.6.3.3 to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995, and
incorporated herein by reference.
10.6.3.4 Amendment to Amended and Restated Business Loan Agreement
between Bank One, Dayton, NA and Registrant, dated as of June
29, 1996, amending the agreement referred to in Exhibit
10.6.3, filed as Exhibit 10.6.3.4 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1996, and incorporated herein by reference.
10.6.3.5 Second Amendment to Amended and Restated Business Loan
Agreement between Bank One, Dayton, NA and Registrant, dated
December 31, 1996, amending the agreement referred to in
Exhibit 10.6.3.4, filed as Exhibit 10.6.3.5 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1996, and incorporated herein by reference.
10.6.3.6 Amendment to Second Amended and Restated Business Loan
Agreement between Bank One, Dayton, NA and Registrant, dated
February 27, 1997, amending the agreement re-
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19
ferred to in Exhibit 10.6.3, filed as Exhibit 10.6.3.6 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, and incorporated herein by reference.
10.6.3.7 Second Amendment to Second Amended and Restated Business Loan
Agreement between Bank One, NA, successor by merger of Bank
One, Dayton, NA, and Registrant, dated as of June 30, 1997,
amending the agreement referred to in Exhibit 10.6.3, filed as
Exhibit 10 to Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1997, and incorporated herein
by reference.
10.6.4 Term loan agreement between Bank One, Dayton, NA and
Registrant, dated November 8, 1994, for up to $7 million, and
filed as Exhibit 10.6.4 to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1994, and
incorporated herein by reference.
10.7 Amended and Restated Private Label Revolving Plan Agreement
between Registrant and Bank One, Dayton, N.A., filed October
1, 1993 as Exhibit 10.7 to Registrant's Form S-1, Registration
File No. 33-69876, and incorporated herein by reference.
Portions of the Exhibit have been omitted pursuant to a
request by Registrant for confidential treatment.
10.8.1 Termination of Stock Redemption Agreement dated September 24,
1993 between Roberds Service Company and shareholders of
Roberds Service Company, filed October 1, 1993 as Exhibit
10.8.1 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.
10.8.2 Termination of Stock Redemption Agreement dated September 24,
1993 between Roberds, Inc. and shareholders of Roberds, Inc.,
filed October 1, 1993 as Exhibit 10.8.2 to Registrant's Form
S-1, Registration File No. 33-69876, and incorporated herein
by reference.
10.9# Letter Agreements Limiting Salary and Bonus of Messrs.
Fletcher, Wright and Smith, filed November 12, 1993 as Exhibit
10.9 to Registrant's Amendment No. 3 to Form S-1, Registration
File No. 33-69876, and incorporated herein by reference.
10.10# Registrant's Executive Compensation Plan, adopted in 1994,
effective for the 1995 calendar year, filed as Exhibit 10.10
to Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 and incorporated herein by reference.
10.10.1# Registrant's Amended and Restated Executive Compensation Plan,
as amended for the 1996 calendar year, amending the Plan
referred to in Exhibit 10.10 above, and filed as Exhibit
10.10.1 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, and incorporated herein
by reference.
10.10.2# Registrant's Seconded Amended and Restated Executive
Compensation Plan, as amended for the 1997 calendar year,
amending the Plan referred to in Exhibit 10.10.1 above, filed
as Exhibit 10.10.2 to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, and incorporated
herein by reference.
10.10.3# Registrant's Third Amended and Restated Executive Compensation
Plan, as amended for the 1998 calendar year, amending the Plan
referred to in Exhibit 10.10.2 above, filed herewith.
10.11.1# Employment Agreement, dated as of March 1, 1996, between
Registrant and Charles H. Palko, Vice President-Appliances,
filed as Exhibit 10.11.1 to Registrant's Annual Report
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20
on Form 10-K for the fiscal year ended December 31, 1996, and
incorporated herein by reference.
10.11.2# Employment Agreement, dated as of July 10, 1996, between
Registrant and Michael E. Ray, President-Tampa Market, filed
as Exhibit 10.11.2 to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, and incorporated
herein by reference.
10.11.3# Employment Agreement, dated as of May 27, 1997, between
Registrant and Billy D. Benton, Executive Vice
President-Operations, filed herewith.
10.11.4# Consulting Agreement, dated as of December 1, 1997, between
Registrant and Kenneth W. Fletcher, Chairman of the Board,
filed herewith.
11 Calculation of pro forma net earnings for the years ended
December 31, 1993 and 1992, filed on March 25, 1994, as
Exhibit 11 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993, Commission File Number 0-22702,
and incorporated herein by reference.
21 Subsidiary of Registrant, filed as Exhibit 21 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1994 and incorporated herein by reference.
*23 Independent Auditors' Consent.
24 Powers of attorney.
27 Financial Data Schedules
* Exhibits electronically filed herewith.
** Exhibits incorporated by reference for the first time.
# Constitutes a "management contract or compensatory plan or
arrangement," pursuant to Item 14(a)(3),(c).
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21
EXHIBIT INDEX
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2.3 Stock Purchase Agreement among Registrant, Kenneth W. Fletcher
and Donald C. Wright transferring all of the outstanding
shares of Roberds Service Company to Registrant, filed October
1, 1993 as Exhibit 2.3 to Registrant's Form S-1, Registration
File No. 33-69876, and incorporated herein by reference.
2.4 Stock Purchase Agreement among Registrant, Kenneth W. Fletcher
and Donald C. Wright transferring all of the outstanding
shares of Roberd Insurance Agency, Inc. to Registrant, filed
October 1, 1993 as Exhibit 2.4 to Registrant's Form S-1,
Registration File No. 33-69876, and incorporated herein by
reference.
2.5 Certificate of merger of Roberds Service Company into Roberds,
Inc., effective August 31, 1994, filed as Exhibit 2.5 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 and incorporated herein by reference.
3.1 Amended Articles of Incorporation of Registrant, filed January
10, 1994, as Exhibit 4.1 to Registrant's Form S-8,
Registration File No. 33-73900, and incorporated herein by
reference.
3.2 Amended Code of Regulations of Registrant, filed January 10,
1994, as Exhibit 4.2 to Registrant's Form S-8, Registration
File No. 33-73900, and incorporated herein by reference.
4.1 Amended Articles of Incorporation of Registrant (filed as
Exhibit 3.1).
4.2 Amended Code of Regulations of Registrant (filed as Exhibit
3.2).
4.3 Specimen certificate for Registrant's Common Shares, filed
October 1, 1993 as Exhibit 4.3 to Registrant's Form S-1,
Registration File No. 33-69876, and incorporated herein by
reference.
4.3.1 Amended specimen certificate for Registrant's Common Shares,
reflecting the change in stock transfer agent to National City
Bank, Cleveland, Ohio, effective November 1, 1995, filed as
Exhibit 4.3.1 to Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995, and incorporated
herein by reference.
4.4 Excluded from the exhibits are certain agreements relating to
long term debt which, individually, do not exceed 10% of the
total assets of Registrant. Registrant hereby undertakes to
furnish a copy of such agreements upon request by the
Commission.
10.1# Roberds, Inc. 1993 Stock Incentive Plan, filed October 1, 1993
as Exhibit 10.1 to Registrant's Form S-1, Registration File
No. 33-69876, and incorporated herein by reference.
10.1.1# Amendment to Roberds, Inc. 1993 Stock Incentive Plan, filed as
Exhibit 99.1 to Registrant's Form S-8, File No. 33-97262,
filed September 25, 1995, and incorporated herein by
reference.
10.1.2# Amendment to Roberds, Inc. 1993 Stock Incentive Plan, referred
to in Exhibit 10.1, effective as of November 1, 1996, and
filed as Exhibit 10.1.2 to Registrant's Annual Re-
21 of 28
22
port on Form 10-K for the fiscal year ended December 31, 1996,
and incorporated herein by reference.
10.2# Roberds, Inc. Employee Stock Purchase Plan, filed October 1,
1993 as Exhibit 10.2 to Registrant's Form S-1, Registration
File No. 33-69876, and incorporated herein by reference.
10.2.1# Amendment to Roberds, Inc. Employee Stock Purchase Plan,
referred to in Exhibit 10.2, effective as of November 1, 1996,
and filed as Exhibit 10.2.1 to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996, and
incorporated herein by reference.
10.2.2# Amendment to Roberds, Inc. Employee Stock Purchase Plan,
referred to in Exhibit 10.2, effective as of May 13, 1997, and
filed as Exhibit 99.1 to Registrant's Form S-8, Registration
File No. 333-37829, and incorporated herein by reference.
10.3# Roberds, Inc. 1993 Outside Director Stock Option Plan, filed
October 1, 1993 as Exhibit 10.3 to Registrant's Form S-1,
Registration File No. 33-69876, and incorporated herein by
reference.
10.3.1# Amendment to Roberds, Inc. 1993 Outside Director Stock Option
Plan, referred to in Exhibit 10.3, effective as of November 1,
1996, and filed as Exhibit 10.3.1 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1996, and incorporated herein by reference.
10.3.2# Roberds, Inc. Profit Sharing and Employee Retirement Savings
Plan, as amended, filed as Exhibit 99 to Registrant's Form
S-8, Registration File No. 33-81086, and incorporated herein
by reference.
10.3.2.1# Roberds, Inc. Profit Sharing and Employee Retirement Savings
Plan, as adopted March 26, 1997, and filed as Exhibit 99 to
Registrant's Form S-8, Registration File No. 333-43977, and
incorporated herein by reference.
10.3.3# Roberds, Inc. Amended and Restated Deferred Compensation Plan
for Outside Directors, effective 1996, filed as Exhibit 10.3.2
to Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, and incorporated herein by reference.
10.3.3.1# Amendment to Roberds, Inc. Amended and Restated Deferred
Compensation Plan for Outside Directors, referred to in
Exhibit 10.3.3, effective as of February 27, 1996, and filed
as Exhibit 10.3.3.1 to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, and incorporated
herein by reference.
10.3.3.2# Amendment to Roberds, Inc. Amended and Restated Deferred
Compensation Plan for Outside Directors, referred to in
Exhibit 10.3.3, effective as of November 1, 1996, and filed as
Exhibit 99.1 to Registrant's Form S-8, Registration File No.
333-19903, and filed as Exhibit 10.3.3.2 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1996, and incorporated herein by reference.
10.4.1 Lease Agreement dated April 1, 1990 among Registrant, Kenneth
W. Fletcher and Donald C. Wright, relating to Registrant's
facility located at 1000 East Central Avenue, West Carrollton,
Ohio, and amendments thereto, filed October 1, 1993 as Exhibit
10.4.1 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.
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23
10.4.1.1 Assignment and Assumption Agreement in connection with the
transfer of ownership of Registrant's facility located at 1000
East Central Avenue, West Carrollton, Ohio from Kenneth W.
Fletcher and Donald C. Wright, an Ohio general partnership, to
Kenneth W. Fletcher, individually, and assigning Registrant's
related lease of the property to Mr. Fletcher, all effective
January 1, 1995, and filed as Exhibit 10.4.1.1 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1994 and incorporated herein by reference.
10.4.1.2 Assignment and Assumption Agreement in connection with the
transfer of ownership of Registrant's facility located at 1000
East Central Avenue, West Carrollton, Ohio from Kenneth W.
Fletcher, individually, to DAF Investments LTD., an Ohio
limited liability company controlled by Mr. Fletcher, and
assigning Registrant's related lease of the property to DAF
Investments LTD., all effective January 1, 1995, and filed as
Exhibit 10.4.1.2 to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 and incorporated
herein by reference.
10.4.1.3 Assignment and Assumption of Lease in connection with the
transfer of ownership of Registrant's facility located at 1000
East Central Avenue, West Carrollton, Ohio from DAF
Investments LTD., an Ohio limited liability company controlled
by Mr. Kenneth W. Fletcher, to DAF West Carrollton Plaza,
LTD., an Ohio limited liability company controlled by Mr.
Fletcher, and assigning Registrant's related lease of the
property to DAF West Carrollton Plaza, LTD., effective January
14, 1997, and filed as Exhibit 10.4.1.3 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1996, and incorporated herein by reference.
10.4.2 Lease Agreement dated April 1, 1990 among Registrant, Kenneth
W. Fletcher and Donald C. Wright, relating to Registrant's
facility located at 1100 East Central Avenue, West Carrollton,
Ohio, and amendments thereto, filed October 1, 1993 as Exhibit
10.4.2 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.
10.4.2.1 Assignment and Assumption Agreement in connection with the
transfer of ownership of Registrant's facility located at 1100
East Central Avenue, West Carrollton, Ohio from Kenneth W.
Fletcher and Donald C. Wright, an Ohio general partnership, to
Kenneth W. Fletcher, individually, and assigning Registrant's
related lease of the property to Mr. Fletcher, all effective
January 1, 1995, and filed as Exhibit 10.4.2.1 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1994 and incorporated herein by reference.
10.4.2.2 Assignment and Assumption Agreement in connection with the
transfer of ownership of Registrant's facility located at 1100
East Central Avenue, West Carrollton, Ohio from Kenneth W.
Fletcher, individually, to DAF Investments LTD., an Ohio
limited liability company controlled by Mr. Fletcher, and
assigning Registrant's related lease of the property to DAF
Investments LTD., all effective January 1, 1995, and filed as
Exhibit 10.4.2.2 to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 and incorporated
herein by reference.
10.4.2.3 Assignment and Assumption of Lease in connection with the
transfer of ownership of Registrant's facility located at 1100
East Central Avenue, West Carrollton, Ohio from DAF
Investments LTD., an Ohio limited liability company controlled
by Mr. Kenneth W. Fletcher, to DAF West Carrollton Plaza,
LTD., an Ohio limited liability company controlled by Mr.
Fletcher, and assigning Registrant's related lease of the
property to DAF West Carrollton Plaza, LTD., effective January
14, 1997, and filed as Exhibit
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24
10.4.2.3 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, and incorporated herein
by reference.
10.4.3 Lease Agreement dated June 1, 1988 among Registrant, Kenneth
W. Fletcher and Donald C. Wright, relating to Registrant's
Piqua, Ohio facility, and amendments thereto, filed October 1,
1993 as Exhibit 10.4.3 to Registrant's Form S-1, Registration
File No. 33-69876, and incorporated herein by reference.
10.4.3.1 Assignment and Assumption Agreement in connection with the
transfer of ownership of Registrant's Piqua, Ohio facility
from Kenneth W. Fletcher and Donald C. Wright, an Ohio general
partnership, to Donald C. Wright, individually, and assigning
Registrant's related lease of the property to Mr. Wright, all
effective January 1, 1995 and filed as Exhibit 10.4.3.1 to
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 and incorporated herein by reference.
10.4.4 Lease Agreement dated April 1, 1988 among Registrant, Kenneth
W. Fletcher and Donald C. Wright, relating to Registrant's
Richmond, Indiana facility, and amendments thereto, filed
October 1, 1993 as Exhibit 10.4.4 to Registrant's Form S-1,
Registration File No. 33-69876, incorporated herein by
reference.
10.4.4.1 Assignment and Assumption Agreement in connection with the
transfer of ownership of Registrant's Richmond, Indiana
facility from Kenneth W. Fletcher and Donald C. Wright, an
Ohio general partnership, to Donald C. Wright, individually,
and assigning Registrant's related lease of the property to
Mr. Wright, all effective January 1, 1995, and filed as
Exhibit 10.4.4.1 to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994 and incorporated
herein by reference.
10.4.5 Lease Agreement dated March 1, 1992 among Registrant, Kenneth
W. Fletcher and Donald C. Wright, relating to Registrant's
Springfield, Ohio facility, and amendments thereto, filed
October 1, 1993 as Exhibit 10.4.5 to Registrant's Form S-1,
Registration File No. 33-69876, and incorporated herein by
reference.
10.4.5.1 Assignment and Assumption of Leases transferring ownership of
Registrant's Springfield, Ohio facility from Kenneth W.
Fletcher and Donald C. Wright, an Ohio general partnership, to
Springfield Properties, Inc., an Ohio corporation owned by
Messrs. Fletcher and Wright, and assigning Registrant's
related lease of the property to Springfield Properties, Inc.,
all effective November 16, 1994, and filed as Exhibit 10.4.5.1
to Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, and incorporated herein by reference.
10.4.6 Lease Agreement dated March 1, 1987 between Registrant and
Howard Investments, a partnership owned by the Initial
Shareholders, relating to Registrant's Norcross, Georgia
facility, filed October 1, 1993 as Exhibit 10.4.6 to
Registrant's Form S-1, Registration File No. 33-69876, and
incorporated herein by reference.
10.4.6.1 Amendments to Lease Agreement between Registrant and Howard
Investments, referred to in Exhibit 10.4.6, effective December
20, 1995, pursuant to a sale of the property by Howard
Investments to 800 Broadway and Ponce de Leon Stores, which
are unrelated to the Company and the Initial Shareholders,
filed as Exhibit 10.4.6.1 to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995, and
incorporated herein by reference.
10.4.7 Lease Agreement dated March 1, 1987 between Registrant and
Howard Investments, a partnership owned by the Initial
Shareholders, relating to Registrant's Marietta, Georgia
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25
facility, filed October 1, 1993 as Exhibit 10.4.7 to
Registrant's Form S-1, Registration File No. 33-69876, and
incorporated herein by reference.
10.4.8 Lease Agreement dated November 1, 1987 between Registrant and
Howard Investments, a partnership owned by the Principal
Shareholders, relating to Registrant's Forest Park, Georgia
facility, and amendments thereto, filed October 1, 1993 as
Exhibit 10.4.8 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.
10.4.9 Rent-Up Guarantee Agreement, filed October 1, 1993 as Exhibit
10.4.9 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.
10.5 Tax Indemnification Agreement among Kenneth W. Fletcher,
Donald C. Wright, Howard W. Smith, and Registrant, filed
October 1, 1993 as Exhibit 10.5 to Registrant's Form S-1,
Registration File No. 33-69876, and incorporated herein by
reference.
10.6.2 Inventory Financing and Security Agreement between Whirlpool
Financial Corporation and Registrant, filed October 1, 1993 as
Exhibit 10.6.2 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.
10.6.3 Business Loan Agreement between Bank One, Dayton, NA and
Registrant, dated November 23, 1993, for up to $30 million.
Filed as Exhibit 10.6.3 to Registrant's Form 10-K for the
fiscal year ended December 31, 1993, and incorporated herein
by reference.
10.6.3.1 Amendment to Business Loan Agreement between Bank One, Dayton,
NA and Registrant, dated April 20, 1994, amending the
agreement referred to in Exhibit 10.6.3, and filed as Exhibit
10.6.3.1 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, and incorporated herein
by reference.
10.6.3.2 Amendment to Amended and Restated Business Loan Agreement
between Bank One, Dayton, NA and Registrant, dated December 7,
1994, amending the agreement referred to in Exhibit 10.6.3,
and filed as Exhibit 10.6.3.2 to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994, and
incorporated herein by reference.
10.6.3.3 Amendment to Amended and Restated Business Loan Agreement
between Bank One, Dayton, NA and Registrant, dated October 13,
1995, amending the agreement referred to in Exhibit 10.6.3,
filed as Exhibit 10.6.3.3 to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995, and
incorporated herein by reference.
10.6.3.4 Amendment to Amended and Restated Business Loan Agreement
between Bank One, Dayton, NA and Registrant, dated as of June
29, 1996, amending the agreement referred to in Exhibit
10.6.3, filed as Exhibit 10.6.3.4 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1996, and incorporated herein by reference.
10.6.3.5 Second Amendment to Amended and Restated Business Loan
Agreement between Bank One, Dayton, NA and Registrant, dated
December 31, 1996, amending the agreement referred to in
Exhibit 10.6.3.4, filed as Exhibit 10.6.3.5 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1996, and incorporated herein by reference.
10.6.3.6 Amendment to Second Amended and Restated Business Loan
Agreement between Bank One, Dayton, NA and Registrant, dated
February 27, 1997, amending the agreement referred to in
Exhibit 10.6.3, filed as Exhibit 10.6.3.6 to Registrant's
Annual Report on
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Form 10-K for the fiscal year ended December 31, 1996, and
incorporated herein by reference.
10.6.3.7 Second Amendment to Second Amended and Restated Business Loan
Agreement between Bank One, NA, successor by merger of Bank
One, Dayton, NA, and Registrant, dated as of June 30, 1997,
amending the agreement referred to in Exhibit 10.6.3, filed as
Exhibit 10 to Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1997, and incorporated herein
by reference.
10.6.4 Term loan agreement between Bank One, Dayton, NA and
Registrant, dated November 8, 1994, for up to $7 million, and
filed as Exhibit 10.6.4 to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1994, and
incorporated herein by reference.
10.7 Amended and Restated Private Label Revolving Plan Agreement
between Registrant and Bank One, Dayton, N.A., filed October
1, 1993 as Exhibit 10.7 to Registrant's Form S-1, Registration
File No. 33-69876, and incorporated herein by reference.
Portions of the Exhibit have been omitted pursuant to a
request by Registrant for confidential treatment.
10.8.1 Termination of Stock Redemption Agreement dated September 24,
1993 between Roberds Service Company and shareholders of
Roberds Service Company, filed October 1, 1993 as Exhibit
10.8.1 to Registrant's Form S-1, Registration File No.
33-69876, and incorporated herein by reference.
10.8.2 Termination of Stock Redemption Agreement dated September 24,
1993 between Roberds, Inc. and shareholders of Roberds, Inc.,
filed October 1, 1993 as Exhibit 10.8.2 to Registrant's Form
S-1, Registration File No. 33-69876, and incorporated herein
by reference.
10.9# Letter Agreements Limiting Salary and Bonus of Messrs.
Fletcher, Wright and Smith, filed November 12, 1993 as Exhibit
10.9 to Registrant's Amendment No. 3 to Form S-1, Registration
File No. 33-69876, and incorporated herein by reference.
10.10# Registrant's Executive Compensation Plan, adopted in 1994,
effective for the 1995 calendar year, filed as Exhibit 10.10
to Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 and incorporated herein by reference.
10.10.1# Registrant's Amended and Restated Executive Compensation Plan,
as amended for the 1996 calendar year, amending the Plan
referred to in Exhibit 10.10 above, and filed as Exhibit
10.10.1 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, and incorporated herein
by reference.
10.10.2# Registrant's Seconded Amended and Restated Executive
Compensation Plan, as amended for the 1997 calendar year,
amending the Plan referred to in Exhibit 10.10.1 above, filed
as Exhibit 10.10.2 to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, and incorporated
herein by reference.
10.10.3# Registrant's Third Amended and Restated Executive Compensation
Plan, as amended for the 1998 calendar year, amending the Plan
referred to in Exhibit 10.10.2 above, filed herewith.
10.11.1# Employment Agreement, dated as of March 1, 1996, between
Registrant and Charles H. Palko, Vice President-Appliances,
filed as Exhibit 10.11.1 to Registrant's Annual Report
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on Form 10-K for the fiscal year ended December 31, 1996, and
incorporated herein by reference.
10.11.2# Employment Agreement, dated as of July 10, 1996, between
Registrant and Michael E. Ray, President-Tampa Market, filed
as Exhibit 10.11.2 to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, and incorporated
herein by reference.
10.11.3# Employment Agreement, dated as of May 27, 1997, between
Registrant and Billy D. Benton, Executive Vice
President-Operations, filed herewith.
10.11.4# Consulting Agreement, dated as of December 1, 1997, between
Registrant and Kenneth W. Fletcher, Chairman of the Board,
filed herewith.
11 Calculation of pro forma net earnings for the years ended
December 31, 1993 and 1992, filed on March 25, 1994, as
Exhibit 11 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993, Commission File Number 0-22702,
and incorporated herein by reference.
21 Subsidiary of Registrant, filed as Exhibit 21 to Registrant's
Annual Report on Form 10-K for the fiscal year ended December
31, 1994 and incorporated herein by reference.
*23 Independent Auditors' Consent.
24 Powers of attorney.
27 Financial Data Schedules
* Exhibits electronically filed herewith.
** Exhibits incorporated by reference for the first time.
# Constitutes a "management contract or compensatory plan or
arrangement," pursuant to Item 14(a)(3),(c).
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