SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the first twelve week accounting period ended March 28, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to ___________
Commission File Number 1-6024
WOLVERINE WORLD WIDE, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 38-1185150
(State or Other Jurisdiction of Incorporation (IRS Employer Identification No.)
or Organization)
9341 COURTLAND DRIVE, ROCKFORD, MICHIGAN 49351
(Address of Principal Executive Offices) (Zip Code)
(616) 866-5500
(Registrant's Telephone Number, including Area Code)
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 filing requirements for the past 90 days.
Yes __X__ No _____
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date.
There were 43,651,092 shares of Common Stock, $1 par value,
outstanding as of May 8, 1998, of which 809,668 shares are held as
Treasury Stock.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(THOUSANDS OF DOLLARS)
MARCH 28, JANUARY 3, MARCH 22,
1998 1998 1997
(UNAUDITED) (AUDITED) (UNAUDITED)
------------ ----------- -----------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,920 $ 5,768 $ 4,995
Accounts receivable, less allowances
March 28, 1998 - $7,212
January 3, 1998 - $7,292
March 22, 1997 - $5,194 140,369 138,066 126,048
Inventories:
Finished products 110,987 100,272 97,954
Raw materials and work in process 48,975 43,562 47,767
---------- ---------- ----------
159,962 143,834 145,721
Other current assets 9,964 16,193 12,908
---------- ---------- ----------
TOTAL CURRENT ASSETS 313,215 303,861 289,672
PROPERTY, PLANT & EQUIPMENT
Gross cost 170,733 163,381 135,835
Less accumulated depreciation 75,484 73,050 69,017
---------- ---------- ----------
95,249 90,331 66,818
OTHER ASSETS 56,310 55,471 38,535
---------- ---------- ----------
TOTAL ASSETS $ 464,774 $ 449,663 $ 395,025
========== ========== ==========
See notes to consolidated condensed financial statements.
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WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS - CONTINUED
(THOUSANDS OF DOLLARS)
MARCH 28, JANUARY 3, MARCH 22,
1998 1998 1997
(UNAUDITED) (AUDITED) (UNAUDITED)
----------- ----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable to banks $ 1,729 $ 3,251 $ 5,611
Accounts payable and other accrued liabilities 50,263 57,227 62,525
Current maturities of long-term debt 4,417 4,417 57
---------- ---------- ----------
TOTAL CURRENT LIABILITIES 56,409 64,895 68,193
LONG-TERM DEBT (less current maturities) 107,834 89,847 71,039
OTHER NONCURRENT LIABILITIES 11,922 12,491 11,468
STOCKHOLDERS' EQUITY
Common Stock - par value $1, authorized
80,000,000 shares; shares issued
(including shares in treasury):
March 28, 1998 - 43,564,352 shares
January 3, 1998 - 43,310,718 shares
March 22, 1997 - 42,489,592 shares 43,564 43,311 42,490
Additional paid-in capital 65,746 64,912 54,535
Retained earnings 196,007 190,799 157,258
Accumulated translation adjustments (43) (68) (236)
Unearned compensation (3,852) (4,285) (2,620)
Cost of shares in treasury:
March 28, 1998 - 791,749 shares
January 3, 1998 - 758,113 shares
March 22, 1997 - 564,406 shares (12,813) (12,239) (7,102)
---------- ---------- ----------
TOTAL STOCKHOLDERS' EQUITY 288,609 282,430 244,325
---------- ---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 464,774 $ 449,663 $ 395,025
========== ========== ==========
( ) - Denotes deduction.
See notes to consolidated condensed financial statements.
-3-
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS
OF OPERATIONS
(THOUSANDS OF DOLLARS, EXCEPT SHARES AND PER SHARE DATA)
(UNAUDITED)
12 WEEKS ENDED
--------------------------------------
MARCH 28, MARCH 22,
1998 1997
------------ ------------
NET SALES AND OTHER
OPERATING INCOME $ 148,514 $ 129,301
Cost of products sold 102,617 90,912
------------ ------------
GROSS MARGIN 45,897 38,389
Selling and administrative expenses 34,550 30,658
------------ ------------
OPERATING INCOME 11,347 7,731
OTHER EXPENSES (INCOME):
Interest expense 1,670 977
Interest income (63) (168)
Other - net 131 14
------------ ------------
1,738 823
------------ ------------
EARNINGS BEFORE INCOME TAXES 9,609 6,908
Income taxes 3,221 2,215
------------ ------------
NET EARNINGS $ 6,388 $ 4,693
============ ============
EARNINGS PER SHARE:
Basic $ .15 $ .11
============ ============
Diluted $ .15 $ .11
============ ============
CASH DIVIDENDS PER SHARE $ .0275 $ .0217
============ ============
-4-
SHARES USED FOR NET EARNINGS
PER SHARE COMPUTATION:
Basic 41,939,952 41,057,775
Diluted 43,656,107 42,864,485
See notes to consolidated condensed financial statements.
-5-
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(THOUSANDS OF DOLLARS)
(UNAUDITED)
12 WEEKS ENDED
------------------------------------
MARCH 28, MARCH 22,
1998 1997
---------- -----------
OPERATING ACTIVITIES
Net earnings $ 6,388 $ 4,693
Depreciation, amortization and other non-cash items 550 157
Unearned compensation 433 288
Changes in operating assets and liabilities:
Accounts receivable (2,303) (49)
Inventories (16,128) (28,294)
Other current assets 6,229 (240)
Accounts payable and other accrued liabilities (6,964) (6,183)
--------- ----------
NET CASH USED IN OPERATING ACTIVITIES (11,795) (29,916)
FINANCING ACTIVITIES
Proceeds from long-term borrowings 30,101 36,803
Payments of long-term borrowings (12,114) (7,016)
Proceeds from short-term borrowings 1,714 4,585
Payments of short-term borrowings (3,236)
Cash dividends (1,180) (910)
Proceeds from shares issued under employee stock plans 513 1,277
--------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 15,798 34,739
INVESTING ACTIVITIES
Additions to property, plant and equipment (7,352) (6,455)
Other 501 (1,907)
--------- ----------
NET CASH USED IN INVESTING ACTIVITIES (6,851) (8,362)
--------- ----------
DECREASE IN CASH AND CASH EQUIVALENTS (2,848) (3,539)
-6-
Cash and cash equivalents at beginning of the year 5,768 8,534
--------- ----------
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD $ 2,920 $ 4,995
========= ==========
( ) - Denotes reduction in cash and cash equivalents.
See notes to consolidated condensed financial statements.
-7-
WOLVERINE WORLD WIDE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
March 28, 1998 and March 22, 1997
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
solely of normal recurring accruals) considered necessary for fair presentation
have been included. For further information, refer to the consolidated
financial statements and footnotes included in the Company's Annual Report on
Form 10-K for the fiscal year ended January 3, 1998. Certain amounts in
1997 have been reclassified to conform with the presentation used in 1998.
NOTE B - FLUCTUATIONS
The Company's sales are seasonal, particularly in its major divisions, The
Hush Puppies Company, the Wolverine Footwear Group, the Caterpillar Footwear
Group, the Wolverine Slipper Group and the Wolverine Leathers Division.
Seasonal sales patterns and the fact that the fourth quarter has sixteen or
seventeen weeks as compared to twelve weeks in each of the first three quarters
cause significant differences in sales and earnings from quarter to quarter.
These differences, however, have followed a consistent pattern each year.
NOTE C - EARNINGS PER SHARE
The following table sets forth the reconciliation of weighted average
shares used in the computation of basic and diluted earnings per share:
March 28, March 22,
1998 1997
----------- -----------
Weighted average shares outstanding 42,647,637 41,903,315
Adjustment for nonvested common stock (707,685) (845,540)
---------- ----------
Denominator for basic earnings per share 41,939,952 41,057,775
Effect of dilutive stock options 1,282,431 961,170
Adjustment for nonvested common stock 707,685 845,540
---------- ----------
Denominator for diluted earnings per share 43,656,107 42,864,485
========== ==========
-8-
NOTE D - COMPREHENSIVE INCOME
At the beginning of fiscal 1998, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 130, "REPORTING COMPREHENSIVE
INCOME." SFAS No. 130 establishes new rules for the reporting and display of
comprehensive income and its components; however, the adoption of SFAS No.
130 had no impact on the Company's net earnings or stockholders' equity.
SFAS No. 130 requires any revenues, expenses, gain or losses that, prior to
adoption, were reported separately in stockholders' equity and excluded from
net earnings, to be included in other comprehensive income.
Total comprehensive income amounted to $6,413,000 and $4,378,000 for the first
quarter of 1998 and 1997, respectively, and in addition to net earnings,
included foreign currency translation gains of $25,000 in 1998 and losses of
$315,000 in 1997.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS - COMPARISONS OF FIRST QUARTER 1998 TO FIRST
QUARTER 1997
First quarter net sales and other operating income of $148.5 million for
1998 exceeded the 1997 level by $19.2 million (14.9% increase). The Hush
Puppies Company reported a $5.7 million (9.8%) increase in net sales and
other operating income. The Wolverine Footwear Group contributed to the
increase in quarterly net sales and other operating income adding $11.1
million (22.8%), while the Caterpillar Footwear Group continued its growth
showing a $1.6 million (13.1%) increase in 1998 first quarter net sales
and other operating income over the same period of 1997. The Wolverine
Leathers Division reported a $0.6 million (7.0%) decrease in net sales and
other operating income from the first quarter of 1997. The Wolverine
Slipper Group recognized a $1.5 million net sales and other operating income
improvement for the first quarter of 1998 over the same period of 1997.
The Hush Puppies domestic and foreign wholesale operations' net sales and
other operating income increased $4.9 million (9.8%) over first quarter 1997
levels. Other operating income from licensing operations for the Hush Puppies
International Division increased $0.3 million (15.3%) in the first quarter of
1998 over the 1997 first quarter level as the global demand for the brand
remains strong. The Hush Puppies Retail Division's net sales and other
operating income increased $0.3 million (5.3%) for the quarter with same-store
net sales down 3.1% from first quarter 1997 levels due to the sluggish retail
footwear environment.
The Wolverine Footwear Group's strong performance continued during the first
quarter of 1998 with the Wolverine Boots and Shoes Division reporting a $2.3
million (8.1%) increase in net sales and other operating income over the
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first quarter of 1997. Hy-Test[REGISTERED] Boots and Shoes reported a $1.6
million (18.9%) decrease in net sales and other operating income for the first
quarter of 1998 as a result of the sale of 3 Company-owned mobile retail
distribution groups during the fourth quarter of 1997. Net sales and
other operating income for the Bates[REGISTERED] footwear division, including
the Department of Defense contract business, improved $1.7 million (14.8%)
reflecting increased penetration into military, uniform and export markets.
The newly formed Wolverine Outdoor Division reported net sales and other
operating income of $8.9 million for the first quarter, comprised primarily
of Merrell[REGISTERED] branded footwear which was acquired in the fourth
quarter of 1997.
The Caterpillar[REGISTERED] Footwear Group recognized a $1.6 million
(13.1%) increase in net sales and other operating income for the first
quarter of 1998 as compared to the same period of 1997. Domestically, the
CAT[REGISTERED] Footwear brand continues to expand its retail distribution,
while internationally it has accelerated its growth in the Pacific Rim and
Latin American regions.
The Wolverine Slipper Group's net sales and other operating income
increased $1.5 million for the first quarter of 1998 over the first quarter
1997 level as a result of improved customer delivery performance and a
reduction in seasonal returns.
The Wolverine Leathers Division recorded a slight decrease in net sales
and other operating income of $0.6 million (7.0%) from first quarter
1997; however, demand remains strong for its performance leather and sueded
products.
Gross margin as a percentage of net sales and other operating income for
the first quarter of 1998 was 30.9% compared to the prior year's first
quarter level of 29.7%. The improvement in gross margin was primarily a
result of improved initial margins and the benefit of the 1997 closure of 3
Arkansas women's shoe factories and the conversion of a New York slipper
factory into a warehouse. The Hush Puppies Company reported a gross margin
improvement of 3.2 percentage points in the first quarter of 1998 based
primarily on the results of the domestic and foreign wholesale operations,
where initial pricing improvements and manufacturing and sourcing efficiencies
were achieved. The Wolverine Footwear Group experienced slightly lower gross
margin percentages in the first quarter of 1998 as compared to the same period
of 1997 as a result of initial investments required to position recent
acquisitions and new products in both domestic and international markets. The
Caterpillar Footwear Group recognized a 1% increase in gross margin for the
first quarter of 1998. Gross margin gains of $0.5 million from the Wolverine
Leathers Division were offset by lower gross margins of the Wolverine Slipper
Group during the first quarter of 1998. Both of these businesses operate at
comparable gross margin percentages that are lower than those experienced by
the Company's wholesale footwear operations.
-10-
Selling and administrative expenses as a percentage of net sales and
other operating income decreased to 23.3% in the first quarter of 1998
from 23.7% in the first quarter of 1997 as these costs increased $3.9
million (12.7%) to $34.6 million for the first quarter of 1998 from
$30.7 million for the first quarter of 1997. Reductions in selling and
administrative expenses as a percentage of net sales and other operating
income occurred despite significant information system upgrades and
higher distribution costs related to the leasing of temporary warehouse
facilities pending the opening of a new 470,000 square foot
distribution center planned for mid 1998.
Interest expense for the first quarter of 1998 was $1.7 million,
compared to $1.0 million for the same period of 1997. The increase in
interest expense for 1998 reflects additional borrowings on the
revolving credit facility over the 1997 first quarter level resulting
from the 1997 acquisition of the Merrell[REGISTERED] outdoor footwear
business and increased working capital requirements associated with higher
sales volume.
The 1998 first quarter effective tax rate of 33.5% increased from 32.1%
for the first quarter of 1997 as a result earnings from certain foreign
subsidiaries, which are taxed generally at lower rates, becoming a
smaller percentage of total consolidated earnings.
Net earnings of $6.4 million for the twelve weeks ended March 28, 1998
compared favorably to net earnings of $4.7 million for the respective
period of 1997 (36.1% increase). Diluted earnings per share of $0.15 for
the first quarter of 1998 compares to $0.11 for the same period of 1997.
Increased net earnings are primarily a result of the items noted above.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Net cash used by operating activities was $11.8 million for the first
quarter of 1998 compared to $29.9 million for the first quarter of 1997.
Cash of $19.2 million for the first quarter of 1998 and $34.8 million for the
first quarter of 1997 was used to fund working capital requirements.
Accounts receivable of $140.4 million at March 28, 1998 reflects an increase
of $14.3 million (11.4%) over the balance at March 22, 1997 and $2.3
million (1.7%) over the January 3, 1998 balance. Inventories of $160.0
million at March 28, 1998 reflect increases of $14.2 million (9.8%) and
$16.1 million (11.2%) over the balances at March 22, 1998 and January 3,
1998, respectively. The 1997 acquisition of the assets of the
Merrell[REGISTERED] outdoor footwear business contributed 5.6% and 2.0%
of the percentage increases in accounts receivable and inventories,
respectively, over the March 22, 1997 balances. Order backlog was
approximately 20% higher at March 28, 1998, when compared to the
previous years' first quarter, supporting the need for increased
inventories to meet anticipated future demand in both wholesale and
manufacturing operations. Accounts payable of $27.3 million at March
-11-
28, 1998 reflect a $4.4 million (14.0%) decrease from the $31.8 million
balance at March 22, 1997 and a $3.0 million (12.4%) increase over the
$24.3 million balance at January 3, 1998.
Additions to property, plant and equipment of $7.4 million in the first
quarter of 1998 compares to $6.5 million reported during the same period
in 1997. The majority of these expenditures are related to the
construction of a new corporate business center, modernization of
existing office buildings, replacement of legacy information systems,
expansion of warehouse facilities and purchases of manufacturing
equipment necessary to upgrade the Company's footwear and leather
manufacturing facilities. Depreciation and amortization of $2.5 million
in the first quarter of 1998 compares to $2.2 million in the first
quarter of 1997. This increase was a result of the capital investments
noted above and the amortization of goodwill related to the 1997 and
1996 acquisitions discussed below.
The Company maintains short-term borrowing and commercial letter-of-credit
facilities of $68.4 million, of which $25.0 million, $37.0 million and
$5.6 million were outstanding at March 28, 1998, January 3, 1998 and
March 22, 1997, respectively. Long-term debt, excluding current maturities,
of $107.8 million at March 28, 1998 compares to $71.0 million and $89.8
million at March 22, 1997 and January 3, 1998, respectively. The increase
in debt since January 3, 1998 was a result of the seasonal working capital
requirements of the Company.
It is expected that continued growth of the Company will require
increases in capital funding over the next several years. The
combination of cash flows from operations and available credit
facilities are expected to be sufficient to meet future capital needs.
The 1998 first quarter dividend declared of $.0275 per share of common
stock represents approximately a 26.7% increase over the $.0217 per
share declared for the first quarter of 1997. The dividend is payable
May 1, 1998 to stockholders of record on April 1, 1998. Additionally,
shares issued under stock incentive plans provided cash of $0.5 million
in 1998 compared to $1.3 million in 1997.
The current ratio for the first quarter was 5.6 to 1.0 in 1998 compared
with 4.2 to 1.0 in 1997. The Company's total debt to total capital
ratio increased to .28 to 1.0 in 1998 from .24 to 1.0 in 1997.
IMPACT OF YEAR 2000
The Company is currently in the process of addressing a problem that is
facing all users of automated information systems. The "Year 2000 Issue"
is the result of computer programs being written using two digits rather
than four to define the applicable year. Any of the Company's computer
-12-
programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This situation could
result in a system failure or miscalculations causing disruptions to
operations, including, among other things, a temporary inability to
process transactions, send invoices, or engage in similar normal
business activities. The Company discussed its plan for assessing and
addressing the Year 2000 Issue as it relates to the Company in its Annual
Report on Form 10-K for the fiscal year ended January 3, 1998. There have
been no material changes in that information.
INFLATION
Inflation has not had a significant impact on the Company over the past
three years nor is it expected to have a significant impact in the
foreseeable future. The Company continuously attempts to minimize the
effect of inflation through cost reductions and improved productivity.
FORWARD-LOOKING STATEMENTS
This discussion and analysis of financial condition and results of
operations, and other sections of this report, contain forward-looking
statements that are based on management's beliefs, assumptions,
current expectations, estimates and projections about the footwear
industry, the economy, and about the Company itself. Words such as
"anticipates," "believes," "estimates," "expects," "forecasts,"
"intends," "is likely," "plans," "predicts," "projects," variations of
such words and similar expressions are intended to identify such
forward-looking statements. These statements are not guarantees of
future performance and involve certain risks, uncertainties and
assumptions ("Future Factors") that are difficult to predict with regard
to timing, extent, likelihood and degree of occurrence. Therefore,
actual results and outcomes may materially differ from what may be
expressed or forecasted in such forward-looking statements. Furthermore,
the Company undertakes no obligation to update, amend or clarify
forward-looking statements, whether as a result of new information,
future events or otherwise.
Future Factors include, but are not limited to, uncertainties relating
to changes in demand for the Company's products; changes in consumer
preferences or spending patterns; the cost and availability of
inventories, services, labor and equipment furnished to the Company; the
degree of competition by the Company's competitors; changes in
government and regulatory policies; changes in trading policies or
import and export regulations; changes in interest rates, tax laws,
duties or applicable assessments; technological developments; and
changes in domestic or international economic conditions. These matters are
representative of the Future Factors that could cause a difference
between an ultimate actual outcome and a forward-looking statement. In
addition, historical operating results are not necessarily indicative of
the results that may be expected for future periods.
-13-
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS. The following documents are filed as exhibits to this
report on Form 10-Q:
EXHIBIT
NUMBER DOCUMENT
3.1 Certificate of Incorporation, as amended. Previously filed as
Exhibit 3.1 to the Company's Quarterly Report of Form 10-Q for
the period ended June 14, 1997. Here incorporated by reference.
3.2 Amended and Restated Bylaws. Previously filed as Exhibit 3.2 to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 30, 1995. Here incorporated by reference.
4.1 Certificate of Incorporation, as amended. See Exhibit 3.1
above.
4.2 Rights Agreement dated as of April 17, 1997. Previously filed
with the Company's Form 8-A filed April 12, 1997. Here
incorporated by reference.
4.3 Credit Agreement dated as of October 11, 1996 with NBD Bank,
N.A. as Agent. Previously filed as Exhibit 4.3 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
28, 1996. Here incorporated by reference.
4.4 Note Purchase Agreement dated as of August 1, 1994 relating to 7.81%
Senior Notes. Previously filed as Exhibit 4(d) to the Company's
Quarterly Report on Form 10-Q for the period ended September 10,
1994. Here incorporated by reference.
4.5 The Registrant has several classes of long-term debt instruments
outstanding in addition to those described in Exhibit 4.4 above.
The amount of none of these classes of debt outstanding on March
28, 1998 exceeds 10% of the Company's total consolidated assets.
The Company agrees to furnish copies of any agreement defining
the rights of holders of any such long-term indebtedness to the
Securities and Exchange Commission upon request.
27 Financial Data Schedule.
(b) REPORTS ON FORM 8-K. No reports on Form 8-K were filed during
the period for which this report is filed.
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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.
WOLVERINE WORLD WIDE, INC.
AND SUBSIDIARIES
MAY 12,1998 /S/GEOFFREY B. BLOOM
Date Geoffrey B. Bloom
Chairman and Chief Executive Officer
(Duly Authorized Signatory for
Registrant)
MAY 12, 1998 /S/STEPHEN L. GULIS, JR.
Date Stephen L. Gulis, Jr.
Executive Vice President, Chief
Financial Officer and Treasurer
(Principal Financial Officer and Duly
Authorized Signatory for Registrant)
-15-
EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT
3.1 Certificate of Incorporation, as amended. Previously filed as
Exhibit 3.1 to the Company's Quarterly Report of Form 10-Q for
the period ended June 14, 1997. Here incorporated by reference.
3.2 Amended and Restated Bylaws. Previously filed as Exhibit 3.2 to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 30, 1995. Here incorporated by reference.
4.1 Certificate of Incorporation, as amended. See Exhibit 3.1
above.
4.2 Rights Agreement dated as of April 17, 1997. Previously filed
with the Company's Form 8-A filed April 12, 1997. Here
incorporated by reference.
4.3 Credit Agreement dated as of October 11, 1996 with NBD Bank,
N.A. as Agent. Previously filed as Exhibit 4.3 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
28, 1996. Here incorporated by reference.
4.4 Note Purchase Agreement dated as of August 1, 1994 relating to 7.81%
Senior Notes. Previously filed as Exhibit 4(d) to the Company's
Quarterly Report on Form 10-Q for the period ended September 10,
1994. Here incorporated by reference.
4.5 The Registrant has several classes of long-term debt instruments
outstanding in addition to those described in Exhibit 4.4 above.
The amount of none of these classes of debt outstanding on March
28, 1998 exceeds 10% of the Company's total consolidated assets.
The Company agrees to furnish copies of any agreement defining
the rights of holders of any such long-term indebtedness to the
Securities and Exchange Commission upon request.
27 Financial Data Schedule.
5
1,000
OTHER
JAN-02-1999
JAN-04-1998
MAR-28-1998
2,920
0
140,369
7,212
159,962
313,215
170,733
75,484
464,774
56,409
107,834
43,564
0
0
245,045
464,774
148,514
148,514
102,617
102,617
0
0
1,670
9,609
3,221
6,388
0
0
0
6,388
0.15
0.15
