Annual Report (Form 10-K), fiscal year 1994

Item 1. Business
Smith's Food & Drug Centers, Inc. (the "Company") is a leading regional supermarket and drug store chain operating in the Intermountain, Southwestern, and Southern California regions of the United States, with 129 stores in Arizona, California, Idaho, New Mexico, Nevada, Texas, Utah and Wyoming. The Company was founded in 1948 and reincorporated under Delaware law in 1989. The Company's Class B Common Stock is traded on the New York Stock Exchange under the symbol "SFD".
The Company develops and operates combination food and drug centers which offer a full selection of supermarket food items, a wide assortment of nonfood and drug items and a number of specialty departments including a "Big-Deals" section which offers many food and household items in larger "warehouse" pack sizes at warehouse club prices. Primary food products sold in the stores include groceries, meat, poultry, produce, dairy products, delicatessen items, prepared foods, bakery products, frozen foods, take-out foods, fresh juices, and specialty fish, meat and cheese. Some or all of the following nonfood items are available in the stores: full-line pharmacy and related over-the-counter drug items, health and beauty aids, video rentals, in-store banking services, housewares, toys, camera/photo department items, one-hour photo processing, cosmetics and other general merchandise.
The average size of the Company's food and drug centers opened during fiscal 1993 was 75,700 square feet. The Company's food and drug centers currently being opened range in size from approximately 45,000 to 82,000 square feet per store, and future stores are expected to range in size from 54,000 to 66,000 square feet per store, depending on site constraints and the number and size of competing stores in relation to the population of the market area being served. In order to respond to changing consumer needs, the Company continually refines its store configurations and lay- outs. The Company's 129 stores at January 1, 1994 consisted of 115 large combination food and drug centers averaging 69,200 square feet, 12 superstores averaging 40,500 square feet and two conventional stores averaging 26,000 square feet.
The combination stores range in size from 45,000 to 84,000 square feet and offer a complete line of supermarket, nonfood and drug products. These stores feature modern, attractive layouts with wide aisles and well-lighted spaces to facilitate convenient shopping, a variety of specialty departments, and centralized, highly automated checkout facilities. The superstores range in size from 30,000 to 45,000 square feet and have the appearance of a large supermarket augmented with a significant amount of nonfood and drug merchandise. Generally the superstores have fewer and more limited specialty departments than the combination stores. The conventional stores have the appearance of traditional supermarkets.
The Company's strategy is to offer customers a broad product selection at everyday low prices combined with quality customer service in large, modern, attractive food and drug centers with ample parking. Customers are able to fill a substantial portion of their daily and weekly shopping needs at one convenient location. The Company promotes its reputation as a low price competitor in its market areas through a policy of everyday low pricing. Management attributes much of the Company's success to combining broad product selection and everyday low prices with quality customer service.
The Company's primary focus in existing markets has been on increasing sales volume by offering customers low prices and quality customer service combined with specifically designed marketing programs. The Company also has focused on increasing sales volume by opening new stores in existing and adjacent markets. During 1993, the Company opened eleven combination stores in the following states: eight in California, one in New Mexico, one in Texas and one in Utah. The Company has an expansion program in progress which calls for a total of up to 60 stores in Southern California (San Diego to Fresno) prior to mid-1997. The Company currently plans to open 10 to 12 new stores at locations primarily in Southern California in 1994, three of which were opened during the first two months of 1994.
Operations
During 1993 the Company consolidated its Intermountain and Southwest Regions into one region. The new Region I consists of 103 stores in Arizona, Idaho, New Mexico, Nevada, Texas, Utah and Wyoming. Region II consists of 26 stores in Southern California. The regions are divided into 10 geographic districts ranging from 10 to 17 stores each. The regions and districts are staffed with operational managers who are given as much autonomy as possible while retaining the advantages of central control and economies of scale over accounting, real estate, legal and data processing functions. This operational autonomy enables operating management to react quickly to local market circumstances and gain competitive advantages as local conditions change. District and store managers are responsible for all aspects of store operations.
Competition
The retail food and drug industry is highly competitive. The Company competes with other large regional and national food and drug store chains, local food and drug stores, specialty food stores, convenience stores, restaurants and fast food chains. Principal competitive factors include store location, price, service, convenience, cleanliness, product quality and variety. Because the food and drug store business is characterized by narrow profit margins, the Company's earnings depend primarily on high sales volume and operating efficiency.
The Company engages in aggressive price competition in each market that it serves and monitors its market share in those markets through internal research which is updated on a regular basis. As the Company continues to move into new market areas (including the expansion into Southern California), it anticipates significant competitive pressure on its operating margins in those markets.
Purchasing, Distribution and Processing
In the fourth quarter of 1993, a new 1,000,000 square foot, fully- integrated distribution center in Riverside, California, including a dairy processing plant, was completed and began operations. With the addition of this distribution center, the Company operates approximately 4.2 million square feet of distribution and processing facilities. Central distribution facilities in Salt Lake City and Layton, Utah; Tolleson, Arizona; and Riverside, California supply products to all of the Company's stores. The Company also operates a produce warehouse located in California. The Company's processing facilities located in Layton, Utah produce a variety of products under the Company's private labels for distribution to Company stores. The Company's dairy plants located in Layton, Tolleson and Riverside process a variety of milk, milk products and fruit beverages. The Company's automated frozen dough plant produces frozen bakery goods for final baking at in-store bakeries. The Company's cultured dairy products plant produces sour cream, yogurt, cottage cheese and chip dip products. The Company's ice cream processing plant supplies all stores with Smith's private label ice cream.
The Company purchases significant levels of selected products, typically fast moving inventory items, on a forward purchase basis in order to secure lower prices or to take advantage of special buying opportunities. Forward purchasing exposes the Company to risks of decreases in product pricing during the time held in stock, changes in demand for such product and increases in the costs of financing inventory.
The Company transports food and merchandise from its distribution centers through a Company-owned fleet of tractors and trailers which primarily serve nearby stores and through common carriers for stores located at greater distances.
Employees
The Company has over 18,000 employees. Approximately half of the Company's employees are nonunionized, although the Company anticipates that nearly all of the Company's new employees in California will be unionized. The Company's unionized employees work under 20 collective bargaining agreements with local labor unions. Three collective bargaining agreements are subject to renegotiation or will become subject to renegotiation during 1994. There can be no assurance that such agreements will be renewed or that the terms of any such renewal will be similar to the terms of existing agreements. Management of the Company believes that it will be able to renew such agreements on terms acceptable to the Company. If it is unable to do so, there could be a material adverse effect on the Company's operations.
Governmental Regulation
The Company is subject to regulation by a variety of governmental authorities, including federal, state and local agencies which regulate the distribution and sale of alcoholic beverages, pharmaceuticals, milk and other agricultural products, as well as various other food and drug items and also regulate trade practices, building standards, labor, health, safety and environmental matters. The Company from time to time receives inquiries from state and federal regulatory authorities with respect to its advertising practices, pricing policies and other trade practices. None of these inquiries, individually or in the aggregate, has resulted, or is expected by management to result, in any order, judgment, fine or other action that has, or would have, a material adverse effect on the business or financial position of the Company.
Item 2.



Item 2. Properties
At January 1, 1994, the Company operated 129 stores located in eight states. Of the 129 stores, the Company owned 95 with the remainder leased from third parties. The following is an analysis of the Company's store properties by state at January 1, 1994:
State Owned Leased Total Utah 29 5 34 California 17 9 26 Arizona 21 3 24 Nevada 6 10 16 New Mexico 11 4 15 Idaho 4 1 5 Wyoming 3 2 5 Texas 4 0 4 -- -- --- Total 95 34 129
The Company leases or subleases 34 of its operating stores under leases expiring between 1994 and 2023. Nine of the Company-owned stores are situated on property which is ground-leased, in whole or in part, from third parties under leases expiring between 2002 and 2040. In most cases, such building and ground leases are subject to customary renewal options.
The Company owns 579,000 square feet of grocery warehousing facilities and 326,000 square feet of processing plants in Layton, Utah; a 226,000 square foot nonfood warehouse in Salt Lake City, Utah; and a 1,089,000 square foot grocery and nonfood warehouse and 91,000 square feet of processing plants in Tolleson, Arizona. The Company leases a 40,000 square foot produce and forward purchasing warehouse in Albuquerque, New Mexico; a 190,000 square foot combination grocery and nonfood warehouse and a 408,000 square foot grocery warehouse in Salt Lake City, Utah; and a 204,000 square foot produce warehouse in Ontario, California, under leases expiring in 1995, 1997, 1997 and 1999, respectively. The Company also leases a 114,000 square foot processing plant and a 981,000 square foot grocery warehouse in Riverside, California under leases expiring in 2018.
In addition, the Company's corporate offices, data processing and records storage facilities are located in over 100,000 square feet of office and storage space owned by the Company in Salt Lake City, Utah.
Item 3.

Item 3. Legal Proceedings
The Company is a party to several actions arising in the ordinary course of its business. Management believes that none of these actions, individually or in the aggregate, will have a material adverse effect on the Company's results of operations or financial position.
Item 4.

Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the fourth quarter of fiscal 1993.
PART II
Item 5.

Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters
The Company's Class B Common Stock is listed on the New York Stock Exchange under the symbol "SFD". The following table shows the high and low sales prices per share for all quarters of fiscal 1992 and 1993:
High Low Fiscal 1992 First Quarter $43 1/4 $33 3/8 Second Quarter 38 27 7/8 Third Quarter 34 3/4 25 3/4 Fourth Quarter 37 3/4 32 3/4
Fiscal 1993 First Quarter $37 1/4 $31 Second Quarter 33 1/4 23 5/8 Third Quarter 26 1/2 20 Fourth Quarter 22 1/2 19
As of February 28, 1994 there were 289 Class A Common Stockholders and 1,229 Class B Common Stockholders of record. There are numerous stockholders who hold their Class B Common Stock in the "street name" of their various stock brokerage houses.
Cash dividends of $.13 per share of Class A Common Stock and Class B Common Stock were paid in each of the four quarters of fiscal 1993, totaling $.52 per common share for fiscal 1993. Cash dividends of $.11 per share of Class A Common Stock and Class B Common Stock were paid in each of the four quarters of fiscal 1992, totaling $.44 per common share for fiscal 1992. The Board of Directors has approved a quarterly cash dividend of $.13 per common share commencing in the first quarter of fiscal 1994, which, if continued, would total $.52 per common share for fiscal 1994.
Item 6.

Item 6. Selected Financial Data
The information required for this item is included in the Annual Report to Stockholders for the fiscal year ended January 1, 1994 on the schedule entitled "Five Year Summary of Selected Financial and Operating Data" which information is attached as part of Exhibit 13.1 hereto and incorporated herein by reference.
Item 7.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The information required for this item is included in the Annual Report to Stockholders for the fiscal year ended January 1, 1994 in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" which information is attached as part of Exhibit 13.1 hereto and incorporated herein by reference.
Item 8.


Item 8. Financial Statements and Supplementary Data
The consolidated financial statements of the Company included in the Annual Report to Stockholders for the fiscal year ended January 1, 1994 are attached as part of Exhibit 13.1 hereto and incorporated herein by reference.
Item 9.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
PART III
Item 10.



Item 10. Directors and Executive Officers of the Registrant
Information concerning directors and certain executive officers of the Company is included in the Company's Proxy Statement dated March 25, 1994 under the caption "Election of Directors," and "Other Matters -- Compliance with Section 16(a) of the Exchange Act," which information is incorporated herein by reference. The following sets forth certain information with regard to other executive officers of the Company:
Matthew G. Tezak, age 38, became Senior Vice President and Chief Financial Officer in 1993. He served as Senior Vice President, Finance and Treasurer from 1992 to 1993 and Vice President, Finance and Treasurer from 1987 to 1992. Mr. Tezak, a certified public accountant, joined the Company in 1979 as Assistant Controller.
Larry R. McNeill, age 52, has served as Senior Vice President, Corporate Development since 1992. Mr. McNeill joined the Company in 1979 as Vice President, Corporate Development.
Richard C. Bylski, age 54, has served as Senior Vice President, Human Resources since 1992. He served as Vice President, Human Resources of the Company since 1979.
Michael C. Frei, age 47, joined the Company in March 1990 as Senior Vice President, General Counsel and Corporate Secretary. Prior to that time, Mr. Frei served as Vice President and General Counsel of Price Development Company, a commercial real estate developer, since 1981.
Fred F. Urbanek, age 58, has served as Senior Vice President, Facility Engineering since 1992. He served as Vice President, Facility Engineering of the Company since 1985.
The Company's executive officers are appointed to serve, at the discretion of the Board of Directors, until their successors are appointed.
Item 11.

Item 11. Executive Compensation
Information concerning Executive Compensation is included in the Company's Proxy Statement dated March 25, 1994 under the caption "Executive Compensation" which information is incorporated herein by reference (other than information under the sub captions "Report of the Compensation Committee on Executive Compensation" and "Performance Graph", which shall not be deemed to be incorporated by reference herein.).
Item 12.

Item 12. Security Ownership of Certain Beneficial Owners and Management
Information concerning Security Ownership of Certain Beneficial Owners and Management is included in the Company's Proxy Statement dated March 25, 1994 under the caption "Security Ownership of Certain Beneficial Owners and Management" which information is incorporated herein by reference.
Item 13.

Item 13. Certain Relationships and Related Transactions
Information concerning Certain Relationships and Related Transactions is included in the Company's Proxy Statement dated March 25, 1994 under the caption "Certain Transactions" which information is incorporated herein by reference.
PART IV
Item 14.

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Documents filed as part of this report:
1.Financial Statements:
The following consolidated financial statements of the Company and its subsidiaries and the Report of Ernst & Young, Independent Auditors included in the Company's Annual Report to Stockholders for the fiscal year ended January 1, 1994 are incorporated herein by reference:
Consolidated Statements of Income--fiscal years ended January 1, 1994, January 2, 1993 and December 28, 1991
Consolidated Balance Sheets--January 1, 1994 and January 2,
Consolidated Statements of Common Stockholders' Equity-- fiscal years ended January 1, 1994, January 2, 1993 and December 28, 1991
Consolidated Statements of Cash Flows--fiscal years ended January 1, 1994, January 2, 1993 and December 28, 1991
Notes to Consolidated Financial Statements
Report of Ernst & Young, Independent Auditors
2.Financial Statement Schedules:
The following financial statement schedules of the Company and its subsidiaries are filed as part of this Annual Report on Form 10-K:
Schedule II - Amounts Receivable from Related Parties and Underwriters, Promoters, and Employees Other Than Related Parties
Schedule V - Property, Plant and Equipment
Schedule VI - Accumulated Depreciation, Depletion and Amortization of Property, Plant and Equipment
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.
3.Exhibits:
The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of the Form 10-K.
(b) Reports on Form 8-K:
There were no reports filed on Form 8-K during the fourth quarter of fiscal 1993.
SMITH'S FOOD & DRUG CENTERS, INC.
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT (DOLLAR AMOUNTS IN THOUSANDS)
Balance at Other Balance at Beginning Additions Increase End of Classification of Period at Cost Retirements (Decrease) Period
Fiscal Year 1993: Land $ 277,167 $ 43,452 $ 38,150 $ 282,469 Buildings 549,935 153,675 120,835 582,775 Leasehold 30,668 8,257 59 38,866 Improvements Fixtures and 436,969 116,917 15,004 538,882 Equipment $1,294,739 $322,301 $174,048 $1,442,992
Fiscal Year 1992: Land $ 186,672 $ 91,489 $ 994 $ 277,167 Buildings 455,853 96,633 2,551 549,935 Leasehold 26,046 5,236 614 30,668 Improvements Fixtures and 356,457 94,631 14,119 436,969 Equipment $1,025,028 $287,989 $18,278 $1,294,739
Fiscal Year 1991: Land $134,464 $ 53,773 $ 1,565 $ 186,672 Buildings 327,705 131,593 3,445 455,853 Leasehold 26,297 1,756 2,007 26,046 Improvements Fixtures and 282,180 94,438 20,161 356,457 Equipment $770,646 $281,560 $27,178 $1,025,028
SMITH'S FOOD & DRUG CENTERS, INC.
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT (DOLLAR AMOUNTS IN THOUSANDS)
Additions Balance at Charged to Other Balance at Beginning Costs and Increase End of Classification of Period Expenses Retirements (Decrease) Period
Fiscal Year 1993: Buildings $ 60,199 $17,902 $ 2,438 $ 75,663 Leasehold 6,742 1,884 293 8,333 Improvements Fixtures and 150,160 62,387 12,180 200,367 Equipment $217,101 $82,173 $14,911 $284,363
Fiscal Year 1992: Buildings $ 45,388 $15,675 $ 864 $ 60,199 Leasehold 5,371 1,744 373 6,742 Improvements Fixtures and 112,919 50,362 13,121 150,160 Equipment $163,678 $67,781 $14,358 $217,101
Fiscal Year 1991: Land Buildings $ 34,482 $11,312 $ 406 $ 45,388 Leasehold 5,560 1,553 1,742 5,371 Improvements Fixtures and 93,292 37,630 18,003 112,919 Equipment $133,334 $50,495 $20,151 $163,678
INDEX TO EXHIBITS (Item 14(a))
Exhibit Number Document
3(i) Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 in the Company's Registration Statement on Form S-1 (Commission File No. 33-28698) which became effective on June 21, 1989).
3(ii)By-Laws of the Company (incorporated by reference to Exhibit 3.2 in the Company's Registration Statement on Form S-1 (Commission File No. 33-28698) which became effective on June 21, 1989).
4.1 Article IV of Restated Certificate of Incorporation of the Company (see Exhibit 3(i)).
4.2 Certain instruments which define the rights of holders of long-term debt of the Company and its subsidiaries are not being filed because the total amount of securities authorized under each such instrument does not exceed 10% of the total consolidated assets of the Company and its subsidiaries. The Company hereby agrees to furnish a copy of each such instrument to the Commission upon request.
4.3 Form of Pass Through Trust Agreement between the Company and the Pass Through Trustee Company (incorporated by reference to Exhibit 4.1 in the Company's Registration Statement on Form S-3 (Commission File No. 33-51097) which became effective on January 26, 1994).
4.4 Form of Pass Through Certificate (included in Exhibit 4.3).
*10.1 Amended and Restated 1989 Stock Option Plan (incorporated by reference to Exhibit 10.1 of the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 1991).
*10.2 1993 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 of the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1993).
*10.3First Amendment to the 1993 Employee Stock Purchase Plan (Exhibit 10.2) dated as of August 2, 1993.
*10.4Employees' Profit Sharing Plan and Trust, as amended and restated as of July 27, 1982 (incorporated by reference to Exhibit 10.4 of the Company's Registration Statement on Form S-1 (Commission File No. 33-28698) which became effective June 21, 1989).
*10.5 Pension Plan of Employees, as amended and restated as of July 27, 1982 (incorporated by reference to Exhibit 10.5 of the Company's Registration Statement on Form S-1 (Commission File No. 33-28698) which became effective on June 21, 1989)
10.6 Employee Profit Sharing Plan dated as of January 3, 1994, First Amendment dated as of August 2, 1994 and Second Amendment dated as of January 27, 1994.
*10.7 Forms of Supplemental Compensation Agreements dated as of January 2, 1985, and amended as of March 14, 1985, between the Company and certain executive officers (incorporated by reference to Exhibit 10.6 of the Company's Registration Statement on Form S-1 (Commission File No. 33-28698) which became effective on June 21, 1989).
10.8 Commitment Letter to the Company from Banco di Roma, dated as of July 16, 1993.
10.9 Revolving Credit Agreement, dated as of October 15, 1993, between the Company and Credit Suisse.
10.10 Promissory Note of the Company to Banque Nationale de Paris, dated as of May 29, 1991, and Commitment Letter to the Company from Banque Nationale de Paris, dated as of May 29, 1991 (incorporated by reference to Exhibit 10.8 of the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 1991)
10.11 Promissory Notes of the Company to West One Bank Idaho, N.A., dated as of July 22, 1993.
10.12 Loan Agreement Between the Company and a consortium of lenders dated May 1, 1992 (incorporated by reference to Exhibit 10.11 of the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1993).
10.13 Loan Agreement between the Company and a consortium of lenders dated December 15, 1992 (incorporated by reference to Exhibit 10.12 of the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1993).
*10.14 Form of Additional Retirement Benefit Agreement between the Company and certain of its executive officers (incorporated by reference to Exhibit 10.13 of the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1993).
*10.15 Form of Indemnification Agreement between the Company and its directors and officers (incorporated by reference to Exhibit 10.14 of the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1993).
10.16 Revolving Credit Agreement, dated as of June 28, 1993, between the Company and Bank of America (incorporated by reference to Exhibit 10.15 of the Company's Form 10-Q for the second quarter ended July 3, 1993).
10.17 Loan Agreement between the Company and a consortium of lenders dated November 1, 1993.
13.1 Company's Annual Report to Stockholders for the fiscal year ended January 1, 1994 (selected pages only).
22.1 Subsidiaries of the Company.
23.1 Consent of Ernst & Young, Independent Auditors.
* Indicates management contract or compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SMITH'S FOOD & DRUG CENTERS, INC.
Date: March 24, 1994 By /s/ Jeffrey P. Smith Jeffrey P. Smith Chairman of the Board of Directors and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Capacity Date
/s/ Jeffrey P. Smith Chairman of the Board of March 24, 1994 Jeffrey P. Smith Directors and Chief Executive Officer (Principal Executive Officer)
/s/ Richard D. Smith President and Chief March 24, 1994 Richard D. Smith Operating Officer; Director
/s/ Robert D. Bolinder Executive Vice President, March 24, 1994 Robert D. Bolinder Corporate Planning and Development; Director
/s/ Matthew G. Tezak Senior Vice President and March 24, 1994 Matthew G. Tezak Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ Kenneth A. White Senior Vice President and March 24, 1994 Kenneth A. White Regional Manager, Region II; Director
/s/ Rodney H. Brady Director March 24, 1994 Rodney H. Brady
/s/ Allen P. Martindale Director March 24, 1994 Allen P. Martindale
/s/ DeLonne Anderson Director March 24, 1994 DeLonne Anderson
/s/ Alan R. Hoefer Director March 24, 1994 Alan R. Hoefer
/s/ Duane Peters Director March 24, 1994 Duane Peters
/s/ Ray V. Rose Director March 24, 1994 Ray V. Rose
/s/ Fred L. Smith Director March 24, 1994 Fred L. Smith
/s/ Sean D. Smith Director March 24, 1994 Sean D. Smith
/s/ Douglas John Tigert Director March 24, 1994 Douglas John Tigert
INDEX TO EXHIBITS
Page Number in Exhibit Sequentially Number Document Numbered Copy 3(i) Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 in the Company's Registration Statement on Form S- 1 (Commission File No. 33-28698) which became effective on June 21, 1989). 3(ii) By-Laws of the Company (incorporated by reference to Exhibit 3.2 in the Company's Registration Statement on Form S-1 (Commission File No. 33- 28698) which became effective on June 21, 1989).. 4.1 Article IV of Restated Certificate of Incorporation of the Company (see Exhibit 3(i)). 4.2 Certain instruments which define the rights of holders of long-term debt of the Company and its subsidiaries are not being filed because the total amount of securities authorized under each such instrument does not exceed 10% of the total consolidated assets of the Company and its subsidiaries. The Company hereby agrees to furnish a copy of each such instrument to the Commission upon request. 4.3 Form of Pass Through Trust Agreement between the Company and the Pass Through Trustee (incorporated by reference to Exhibit 4.1 in the Company's Registration Statement on Form S-3 (Commission File No. 33-51097) which became effective on January 26, 1994). 4.4 Form of Pass Through Certificate (included in Exhibit 4.3). *10.1 Amended and Restated 1989 Stock Option Plan (incorporated by reference to Exhibit 10.1 of the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 1991). *10.2 1993 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 of the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1993). *10.3 First Amendment to the 1993 Employee Stock Purchase Plan (Exhibit 10.2) dated as of August 2, 1993. *10.4 Employees' Profit Sharing Plan and Trust, as amended and restated as of July 27, 1982 (incorporated by reference to Exhibit 10.4 of the Company's Registration Statement on Form S-1 (Commission File No. 33-28698) which became effective on June 21, 1989). *10.5 Pension Plan of Employees, as amended and restated as of July 27, 1982 (incorporated by reference to Exhibit 10.5 of the Company's Registration Statement on Form S-1 (Commission File No. 33- 28698) which became effective on June 21, 1989) 10.6 Employee Profit Sharing Plan dated as of January 3, 1994, First Amendment dated as of August 2, 1994 and Second Amendment dated as of January 27, 1994. *10.7 Forms of Supplemental Compensation Agreements dated as of January 2, 1985, and amended as of March 14, 1985, between the Company and certain executive officers (incorporated by reference to Exhibit 10.6 of the Company's Registration Statement on Form S-1 (Commission File No. 33- 28698) which became effective on June 21, 1989). 10.8 Commitment Letter to the Company from Banco di Roma, dated as of July 16, 1993. 10.9 Revolving Credit Agreement, dated as of October 15, 1993, between the Company and Credit Suisse. 10.10 Promissory Note of the Company to Banque Nationale de Paris, dated as of May 29, 1991, and Commitment Letter to the Company from Banque Nationale de Paris, dated as of May 29, 1991 (incorporated by reference to Exhibit 10.8 of the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 1991). 10.11 Promissory Notes of the Company to West One Bank, Idaho, N.A., dated as of July 22, 1993. 10.12 Loan Agreement between the Company and a consortium of lenders dated May 1, 1992 (incorporated by reference to Exhibit 10.11 of the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1993). 10.13 Loan Agreement between the Company and a consortium of lenders dated December 15, 1992 (incorporated by reference to Exhibit 10.12 of the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1993). *10.14 Form of Additional Retirement Benefit Agreement between the Company and certain of its executive officers (incorporated by reference to Exhibit 10.13 of the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1993). *10.15 Form of Indemnification Agreement between the Company and its directors and officers (incorporated by reference to Exhibit 10.14 of the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1993). 10.16 Revolving Credit Agreement, dated as of June 28, 1993, between the Company and Bank of America (incorporated by reference to Exhibit 10.15 of the Company's Form 10-Q for the second quarter ended July 3, 1993). 10.17 Loan Agreement between the Company and a consortium of lenders dated November 1, 1993. 13.1 Company's Annual Report to Stockholders for the fiscal year ended January 1, 1994 (selected pages only). 22.1 Subsidiaries of the Company. 23.1 Consent of Ernst & Young, Independent Auditors.
* Indicates management contract or compensatory plan or arrangement.