0000912057-01-532523.txt : 20011008
0000912057-01-532523.hdr.sgml : 20011008
ACCESSION NUMBER: 0000912057-01-532523
CONFORMED SUBMISSION TYPE: 10-Q
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20010804
FILED AS OF DATE: 20010918
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: EAGLE FOOD CENTERS INC
CENTRAL INDEX KEY: 0000030908
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411]
IRS NUMBER: 363548019
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0131
FILING VALUES:
FORM TYPE: 10-Q
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-17871
FILM NUMBER: 1739379
BUSINESS ADDRESS:
STREET 1: RTE 67 KNOXVILLE RD
CITY: MILAN
STATE: IL
ZIP: 61264
BUSINESS PHONE: 3097877730
MAIL ADDRESS:
STREET 1: PO BOX 6700
CITY: ROCK ISLAND
STATE: IL
ZIP: 61204-6700
10-Q
1
a2059297z10-q.txt
10-Q
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 quarterly period ended AUGUST 4, 2001
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the transition period from
--------------------------------------
Commission File Number 0-17871
---------
EAGLE FOOD CENTERS, INC.
------------------------
(Exact name of registrant as specified in the charter)
DELAWARE 36-3548019
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
RT. 67 & KNOXVILLE RD., MILAN, ILLINOIS 61264
------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (309) 787-7700
--------------
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 by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court: Yes X No
--- ---
The number of shares of the Registrant's Common Stock, par value four cents
($0.04) per share, outstanding on September 14, 2001 was 3,185,715.
The Registrant's Common Stock resumed trading under the symbol "EGLE" on July
20, 2001 subsequent to the Company completing an amendment to the Certificate of
Incorporation to accomplish a reverse stock split.
Page 1 of 12 pages
PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
EAGLE FOOD CENTERS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
QUARTER ENDED TWO QUARTERS ENDED
AUGUST 4, JULY 29, AUGUST 4, JULY 29,
2001 2000 2001 2000
----------- ----------- ----------- -----------
Sales $ 185,477 $ 190,563 $ 361,917 $ 393,600
Cost of goods sold 138,101 141,328 268,973 292,568
----------- ----------- ----------- -----------
Gross margin 47,376 49,235 92,944 101,032
Operating expenses:
Selling, general and administrative 41,384 41,879 80,780 90,647
Reorganization items, net (273) (157) (273) 11,177
Depreciation and amortization 4,540 4,506 9,063 9,473
----------- ----------- ----------- -----------
Operating income (loss) 1,725 3,007 3,374 (10,265)
Interest expense, net 3,251 2,840 6,451 6,091
----------- ----------- ----------- -----------
Earnings (loss) before extraordinary item (1,526) 167 (3,077) (16,356)
Extraordinary item:
Gain on extinguishment of debt 214 -- 768 --
----------- ----------- ----------- -----------
Net earnings (loss) $ (1,312) $ 167 $ (2,309) $ (16,356)
=========== =========== =========== ===========
Basic and diluted net earnings (loss) per share:
Net earnings (loss) before extraordinary item $ (0.47) $ 0.06 $ (0.96) $ (5.98)
Extraordinary item $ 0.06 $ -- $ 0.24 $ --
----------- ----------- ----------- -----------
Net earnings (loss) $ (0.41) $ 0.06 $ (0.72) $ (5.98)
=========== =========== =========== ===========
Weighted average shares and potential common
shares outstanding 3,196,847 2,734,750 3,197,432 2,734,750
See notes to the unaudited consolidated financial statements.
2
EAGLE FOOD CENTERS, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
AUGUST 4, FEBRUARY 3,
ASSETS 2001 2001
--------- -----------
Current assets:
Cash and cash equivalents $ 1,246 $ 263
Restricted assets 7,696 7,271
Accounts receivable, net of allowance for doubtful accounts
of $1.1 million in fiscal 2001 and $1.7 million in fiscal 2000 8,352 7,655
Inventories, net of LIFO reserve of $8.7 million in fiscal 2001 and
$8.4 million in fiscal 2000 50,999 51,547
Prepaid expenses and other 2,365 2,363
--------- ---------
Total current assets 70,658 69,099
Property and equipment (net) 109,169 113,781
Other assets:
Deferred software costs (net) 8,259 10,007
Property held for resale 3,089 3,140
Other 1,098 1,238
--------- ---------
Total other assets 12,446 14,385
--------- ---------
Total assets $ 192,273 $ 197,265
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 25,558 $ 25,721
Payroll and associate benefits 11,076 11,800
Accrued liabilities 14,017 14,029
Reserve for closed stores 1,993 5,636
Accrued taxes 5,756 7,624
Current portion of long term debt 989 942
--------- ---------
Total current liabilities 59,389 65,752
Long term debt:
Senior Notes 68,820 70,421
Capital lease obligations 33,085 33,504
Loan and Security Agreement 12,693 4,386
Other 556 643
--------- ---------
Total long term debt 115,154 108,954
Other liabilities:
Reserve for closed stores 1,987 3,068
Other deferred liabilities 8,388 9,706
--------- ---------
Total other liabilities 10,375 12,774
--------- ---------
Total liabilities 184,918 187,480
--------- ---------
Shareholders' equity:
Preferred stock, $.01 par value, 100,000 shares authorized -- --
Common stock, $.04 par value, 4,500,000 shares authorized,
3,357,345 shares issued 134 134
Capital in excess of par value 55,464 55,464
Common stock in treasury, at cost, 171,630 shares
in fiscal 2001 and 159,374 shares in fiscal 2000 (2,303) (2,278)
Accumulated other comprehensive income(loss) (87) 9
Accumulated deficit (45,853) (43,544)
--------- ---------
Total shareholders' equity 7,355 9,785
--------- ---------
Commitments and contingencies
Total liabilities and shareholders' equity $ 192,273 $ 197,265
========= =========
See notes to the unaudited consolidated financial statements.
3
EAGLE FOOD CENTERS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
TWO QUARTERS ENDED
AUGUST 4, JULY 29,
2001 2000
-------- --------
Cash flows from operating activities:
Net loss $ (2,309) $(16,356)
Adjustments to reconcile net loss to net cash flows
from operating activities:
Extraordinary gain on extinguishment of debt (768) --
Depreciation and amortization 9,063 9,473
Store closing and asset revaluation, and lease termination (341) 8,496
LIFO charge (credit) 300 (1,000)
Deferred charges and credits 394 220
Loss (gain) on disposal of assets 43 (745)
Changes in assets and liabilities:
Receivables and other assets (967) 7,132
Inventories 248 15,989
Accounts payable (163) (10,608)
Accrued and other liabilities (3,867) 1,562
Principal payments on reserve for closed stores (4,383) (2,396)
-------- --------
Net cash flows from operating activities (2,750) 11,767
Cash flows from investing activities:
Additions to property and equipment (2,439) (3,859)
Additions to property held for resale -- (4)
Purchases of marketable securities (574) (1,551)
Cash proceeds from dispositions of property and equipment 43 3,353
Cash proceeds from dispositions of property held for resale -- 246
-------- --------
Net cash flows from investing activities (2,970) (1,815)
Cash flows from financing activities:
Deferred financing costs (52) (274)
Principal payments on capital lease obligations (459) (484)
Principal payments on senior notes (1,068) --
Net revolving loans 8,307 2,000
Purchase of treasury stock (25) --
-------- --------
Net cash flows from financing activities 6,703 1,242
Net change in cash and cash equivalents 983 11,194
Cash and cash equivalents at beginning of period 263 18,558
-------- --------
Cash and cash equivalents at end of period $ 1,246 $ 29,752
======== ========
Supplemental disclosures of cash flow information:
Cash paid for interest $ 6,123 $ 2,137
Cash paid for income taxes $ -- $ 7
Noncash investing and financing activities:
Additions to property and equipment and debt $ -- $ 103
Unrealized (loss) gain on securities $ (149) $ 14
See notes to the unaudited consolidated financial statements.
4
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
ACCOUNTING POLICIES
The accompanying unaudited financial statements have been prepared in accordance
with the summary of significant accounting policies set forth in the notes to
the audited financial statements contained in the Company's Form 10-K filed with
the Securities and Exchange Commission on May 4, 2001.
In the opinion of management, the accompanying unaudited financial statements
reflect all adjustments of a normal recurring nature necessary for a fair
statement of the results of operations and financial position for the interim
periods presented. Operating results for the twenty-six weeks ended August 4,
2001 are not necessarily indicative of the results that may be expected for the
fiscal year ending February 2, 2002.
RECLASSIFICATIONS - Certain reclassifications were made to prior years' balances
to conform to current year presentation.
RESERVE FOR CLOSED STORES
An analysis of activity in the reserve for closed stores for the quarter and two
quarters ended August 4, 2001 and July 29, 2000 is as follows:
QUARTER ENDED TWO QUARTERS ENDED
AUGUST 4, JULY 29, AUGUST 4, JULY 29,
2001 2000 2001 2000
------------------------------- -----------------------------
(DOLLARS IN THOUSANDS)
Balance at beginning of period $ 5,672 $ 18,770 $ 8,704 $ 9,986
Payments, primarily rental payments and lease
rejection costs, net of sublease rentals of $68 and
$143 in fiscal 2001 and $105 and $422 in fiscal 2000 (1,400) (1,605) (4,500) (2,483)
Interest cost 49 67 117 132
Provision for store closing and asset revaluation (341) (1,101) (341) 8,496
------------------------------- -----------------------------
Balance at end of period (including $2.0 million
and $11.3 million, respectively, classified as current) $ 3,980 $ 16,131 $ 3,980 $ 16,131
=============================== =============================
The provision for store closing and asset revaluation is included in the
Consolidated Statement of Operations under the caption "Reorganization items,
net".
5
A rollforward presentation of the number of stores in the closed store reserve
for the second quarter and two quarters ended August 4, 2001 and July 29, 2000
is as follows:
QUARTER ENDED TWO QUARTERS ENDED
AUGUST 4, JULY 29, AUGUST 4, JULY 29,
2001 2000 2001 2000
--------- -------- --------- --------
Number of stores in reserve at beginning of period 13 30 17 18
Leases terminated/expired (5) (5) (9) (8)
Stores added to the closed store reserve -- -- -- 15
------- -------- -------- ------
Number of stores in reserve at end of period 8 25 8 25
======= ======== ======== ======
REORGANIZATION ITEMS, NET
A summary of costs recognized during the quarter and two quarters ended August
4, 2001 and July 29, 2000 is as follows:
QUARTER ENDED TWO QUARTERS ENDED
AUGUST 4, JULY 29, AUGUST 4, JULY 29,
(DOLLARS IN THOUSANDS) 2001 2000 2001 2000
-------- -------- -------- --------
Store closing and asset revaluation $ (341) $ (1,101) $ (341) $ 8,496
Employee termination benefits 16 87 16 1,338
Professional fees 34 938 34 1,811
Net realized gain on sale/disposal of
leases and equipment and release of
capital leases -- (157) -- (598)
Other 18 76 18 130
-------- -------- -------- --------
Total $ (273) $ (157) $ (273) $ 11,177
======== ======== ======== ========
The net reorganization items are based on information presently available to the
Company, however, the actual costs could differ materially from the estimates.
Additionally, other costs may be incurred which cannot be presently estimated.
EXTRAORDINARY ITEM - GAIN ON EXTINGUISHMENT OF DEBT
Extraordinary gains of $214 thousand and $768 thousand were recorded in the
quarter and two quarters ended August 4, 2001 relating to the repurchase of
Senior Notes. Senior Notes with a face value of $500 thousand were purchased
during the second quarter of fiscal 2001 for $286 thousand plus accrued
interest. For the two quarters ended August 4, 2001, Senior Notes with a face
value of $1.8 million were purchased for $1.1 million plus accrued interest.
6
COMPREHENSIVE INCOME - Comprehensive income includes all changes in the
Company's equity during the period, except transactions with stockholders of the
Company. Comprehensive income consisted of the following (in thousands of
dollars):
QUARTER ENDED TWO QUARTERS ENDED
------------------------------- --------------------------------
AUGUST 4, 2001 JULY 29, 2000 AUGUST 4, 2001 JULY 29, 2000
-------------- ------------- --------------------------------
Net earnings (loss) $ (1,312) $ 167 $ (2,309) $(16,356)
Other comprehensive income
(loss), net of tax:
Unrealized gain (loss) on
marketable securities (5) 3 (96) 10
-------- -------- -------- --------
Comprehensive income (loss) $ (1,317) $ 170 $ (2,405) $(16,346)
======== ======== ======== ========
LITIGATION
The Company is subject to various unresolved legal actions which arise in the
normal course of its business. It is not possible to predict with certainty the
outcome of these unresolved legal actions or the range of the possible loss.
REVERSE STOCK SPLIT
On June 27, 2001 the Shareholders of Eagle Food Centers, Inc. approved an
amendment to the Company's Certificate of Incorporation to accomplish a reverse
stock split. This was effective on June 29, 2001 and resulted in each four
outstanding shares of the Company's common stock being automatically
reclassified and changed into one share of the Company's common stock. Prior
period common stock information has been presented on a comparative basis.
SUBSEQUENT EVENTS
The Company entered into a Second Amended and Restated Loan and Security
Agreement ("New Revolver") with Congress Financial Corporation (Central) on
August 24, 2001, which amends and restates the Amended and Restated Loan and
Security Agreement dated August 7, 2000. The New Revolver is a $50 million
facility secured by a security interest in all inventories of the Company and
selected real estate. This is an increase of $10 million over the previous
credit facility and extends the term of the facility to August 24, 2004.
The Company repurchased Senior Notes during August and September 2001 with a
face value of $2.4 million for $1.5 million plus accrued interest. This will
result in the Company recording a gain of $970 thousand as an extraordinary item
in the third quarter of fiscal 2001.
7
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Sales for the Company's second fiscal quarter ended August 4, 2001 were $185.5
million, a decrease of $5.1 million or 2.7% compared with the prior year. For
the two quarters ended August 4, 2001, sales were $361.9 million, a decrease of
$31.7 million, or 8.0% compared to the same period in fiscal 2000, due primarily
to the closure of seventeen stores and sale of one store during the first
quarter of fiscal 2000, and the closure of two stores in the second quarter of
fiscal 2000. Same store sales decreased 2.4% for the second quarter and 2.0% for
the two quarters ended August 4, 2001, due primarily to competitive store growth
during the past year. There were 64 stores operating at the end of the second
quarter of fiscal 2001 and fiscal 2000.
The gross margin rate for the second quarter of fiscal 2001 was 25.5% of sales
compared to 25.8% for the same quarter of fiscal 2000, with a gross margin
decline of $1.9 million. For the two quarters ended August 4, 2001 and July 29,
2000, the gross margin rate was 25.7%, with a gross margin decline of $8.1
million primarily related to the reduction in sales volume due to the lower
store count. In addition, the Company recorded a LIFO charge of $300 thousand in
the first two quarters of fiscal 2001 compared to a LIFO credit of $1.0 million
in the same period of last year.
Selling, general and administrative expense for the second quarter of fiscal
2001 was $41.4 million or 22.3% of sales compared to $41.9 million or 22.0% of
sales in the same quarter of fiscal 2000. For the two quarters ended August 4,
2001, selling, general and administrative expense was $80.8 million, or 22.3% of
sales, versus $90.6 million, or 23.0% of sales, for the same period in fiscal
2000. The year to date decrease in dollars is primarily related to the decline
in the number of stores plus an overall reduction of store operating expenses,
which included an increase in associate health benefits expense.
The first two quarters of fiscal 2001 included reorganization items of $68
thousand offset by a reduction in the provision for store closing of $341
thousand. The first two quarters of fiscal 2000 included reorganization items of
$11.2 million primarily consisting of store closing and asset revaluation of
$8.5 million and professional fees of $1.8 million.
For the quarters ended August 4, 2001 and July 29, 2000, depreciation and
amortization expense was $4.5 million or 2.4% of sales. For the two quarters
ended August 4, 2001, depreciation and amortization expense was $9.1 million or
2.5% of sales versus $9.5 million or 2.4% of sales for the same period in fiscal
2000, due primarily to the reduction in the number of stores. Net interest
expense increased to $3.3 million or 1.8% of sales in the second quarter of
fiscal 2001 compared to $2.8 million or 1.5% of sales in the same quarter of
fiscal 2000. For the two quarters ended August 4, 2001, net interest expense
increased to $6.5 million or 1.8% of sales compared to $6.1 million or 1.5% of
sales in the same period of fiscal 2000. The year to date increase is due
primarily to lower interest income of $639 thousand, partially offset by a
decrease in interest expense of $280 thousand.
8
Extraordinary gains of $214 thousand and $768 thousand were recorded in the
quarter and two quarters ended August 4, 2001 relating to the repurchase of
Senior Notes. Senior Notes with a face value of $500 thousand were purchased
during the second quarter of fiscal 2001 for $286 thousand plus accrued
interest. For the two quarters ended August 4, 2001, Senior Notes with a face
value of $1.8 million were purchased for $1.1 million plus accrued interest.
The net loss for the second quarter of fiscal 2001 was $1.3 million or $0.41 per
share compared to a net income of $167 thousand or $.06 per share in the same
quarter of fiscal 2000. For the two quarters ended August 4, 2001, the net loss
was $2.3 million or $0.72 per share compared to a net loss of $16.4 million or
$5.98 per share for the comparable period of fiscal 2000. No tax benefit was
recognized in fiscal 2001 or 2000 as the Company is in a net operating loss
carryforward position. Valuation allowances have been established for the entire
amount of net deferred tax assets due to the uncertainty of future
recoverability.
LIQUIDITY AND CAPITAL RESOURCES
Cash used by operating activities was $2.8 million for the two quarters ended
August 4, 2001 compared to cash provided of $11.8 million in the comparable
period of fiscal 2000. The net loss and non-cash charges generated $6.4 million
of cash. Working capital changes used $9.1 million, due primarily to an increase
in accounts receivable and decreases in accrued liabilities, the reserve for
closed stores and accounts payable, partially offset by a decrease in
inventories.
Working capital at August 4, 2001 was $11.3 million and the current ratio was
1.19 to 1 compared to $3.3 million and 1.05 to 1 at February 3, 2001.
Additions to property and equipment for the first two quarters of fiscal 2001
were $2.4 million compared to $3.9 million in the first half of fiscal 2000. The
Company completed two major remodels during the first half of fiscal 2001.
The Company repurchased $1.8 million of its Senior Notes during the first half
of fiscal 2001 at a cost of $1.1 million, recording an extraordinary gain of
$768 thousand. Payments related to lease rejection costs were $6.0 million
during the first two quarters of fiscal 2001. The repurchase of the Senior Notes
and the lease rejection payments were primarily funded from loans against the
Amended and Restated Loan and Security Agreement ("Revolver").
On August 4, 2001 the Company had $12.7 million in loans against the Revolver,
no letters of credit outstanding and availability of $17.6 million.
Cash on hand, operating cash flows and other sources of funds, including loans
against the New Revolver, are expected to be adequate to meet the Company's
liquidity requirements for the coming year.
9
SAFE HARBOR STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
The statements under Management's Discussion and Analysis of Financial
Condition and Results of Operations and the other statements in this Form
10-Q which are not historical facts are forward looking statements. These
forward looking statements involve risks and uncertainties that could render
them materially different, including, but not limited to, the effect of
economic conditions, the impact of competitive stores and pricing,
availability and costs of inventory, the rate of technology change, the cost
and uncertain outcomes of pending and unforeseen litigation, ability to
complete all requirements relating to Chapter 11, the availability of
capital, supply constraints or difficulties, the effect of the Company's
accounting policies, the effect of regulatory, legal and other risks detailed
in the Company's Securities and Exchange Commission filings.
PART II : OTHER INFORMATION:
ITEM 1 : LEGAL PROCEEDINGS Not Applicable
ITEM 2 : CHANGE IN SECURITIES AND USE OF PROCEEDS
See discussion of the Company's reverse stock split in part I. See also
the Form 8K filed by the Company on July 5, 2001 and referred to in item 6
below.
ITEM 3 : DEFAULTS UPON SENIOR SECURITIES Not Applicable
ITEM 4 : SUBMITTED MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's 2001 Annual Meeting of Shareholders on June 27, 2001, the
following matters were submitted to a vote of Security Holders.
In the matter of the election of the Board of Directors for a one year
term, the Shareholders voting results were as follows:
Votes For Votes Withheld
---------- --------------
Robert J. Kelly 10,882,057 321,007
Jeffrey L. little 10,983,472 219,592
S. Patric Plumley 10,931,855 271,209
Peter B. Foreman 10,987,258 215,806
Steven M. Friedman 10,959,598 243,466
Alain M. Oberrotman 10,888,058 315,006
Jerry I. Reitman 10,987,640 215,424
William J. Snyder 10,958,163 244,901
10
In the matter of ratification of the appointment of KPMG LLP as
independent auditors, 11,093,872 votes were cast in favor of approval,
64,367 votes were cast against and holders of 44,825 shares abstained.
In the matter of approval of the amendment to the Certificate of
Incorporation to accomplish a reverse stock split, 10,739,717 votes were
cast in favor of approval, 369,501 votes were cast against and holders of
93,846 shares abstained.
In the matter of the shareholder proposal with respect to urging the sale
of the Company, 1,302,518 votes were cast in favor of approval, 7,270,871
votes were cast against, 2,557,146 were non-votes and holders of 72,529
shares abstained.
All votes were in the majority regarding the election of directors,
ratification of independent auditors and approval of the amendment to the
Certificate of Incorporation to accomplish a reverse stock split. The
directors were declared elected, the appointment of auditor proposal
declared approved and the Certificate of Incorporation amendment declared
approved. The shareholder proposal urging the sale of the Company failed
to be approved by the shareholders.
ITEM 5 : OTHER Not Applicable
ITEM 6 : EXHIBITS AND REPORTS ON FORM 8K
No exhibits are applicable.
On May 21, 2001 the Company reported that on May 11, 2001 Nasdaq granted
the Company a temporary exception from the minimum bid price requirement
through July 3, 2001. A proposal to accomplish a reverse stock split will
be voted on at the Annual Shareholders' Meeting on June 27, 2001.
On July 5, 2001 the Company reported that on June 27, 2001 the
Shareholders of Eagle Food Centers, Inc. approved an amendment to the
Company's Certificate of Incorporation to accomplish a reverse stock split
which was effective on June 29, 2001 and resulted in each four outstanding
shares of the Company's common stock being automatically reclassified and
changed into one share of the Company's common stock. This is intended to
enable the Company to meet the minimum bid price requirement in order to
continue the listing of the Company's common stock on The Nasdaq SmallCap
Market.
11
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized:
EAGLE FOOD CENTERS, INC.
Dated: September 18, 2001 /s/ Jeffrey L. Little
-----------------------------------------
Jeffrey L. Little
Chief Executive Officer and President
Dated: September 18, 2001 /s/ S. Patric Plumley
-----------------------------------------
S. Patric Plumley
Senior Vice President -Chief Financial
Officer and Secretary
12