-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GB5ZcKk3K8tUOcFTCV2R2KwNQuDyrMiSv0jWuiDt+RPSTonNQs5tY3fz3lxoC6v6 6zJixAuAJmu9xadr4FBSZg== 0001047469-99-035694.txt : 19990915 0001047469-99-035694.hdr.sgml : 19990915 ACCESSION NUMBER: 0001047469-99-035694 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990731 FILED AS OF DATE: 19990914 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: SEC FILE NUMBER: 000-17871 FILM NUMBER: 99711272 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 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 July 31, 1999 ---------------------- 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 --- --- The number of shares of the Registrant's Common Stock, par value one cent ($0.01) per share, outstanding at September 9, 1999 was 10,939,048. Page 1 of 11 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 JULY 31, AUGUST 1, JULY 31, AUGUST 1, 1999 1998 1999 1998 ------------ ------------ ------------ ------------ Sales .................................. $ 234,434 $ 234,530 $ 465,178 $ 466,098 Cost of goods sold ..................... 173,501 174,860 344,863 348,704 ------------ ------------ ------------ ------------ Gross margin ...................... 60,933 59,670 120,315 117,394 Operating expenses: Selling, general and administrative 51,612 51,746 102,883 102,047 Store closing and asset revaluation -- -- 1,664 -- Depreciation and amortization ..... 5,083 4,360 9,887 8,737 ------------ ------------ ------------ ------------ Operating income ................ 4,238 3,564 5,881 6,610 Interest expense ....................... 3,554 2,650 6,725 5,572 ------------ ------------ ------------ ------------ Earnings (loss) before income taxes .... 684 914 (844) 1,038 Income taxes ........................... -- -- -- -- ------------ ------------ ------------ ------------ Net earnings (loss) .................... $ 684 $ 914 $ (844) $ 1,038 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Earnings (loss) per share: Basic ............................. $ 0.06 $ 0.08 $ (0.08) $ 0.09 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Diluted ........................... $ 0.06 $ 0.08 $ (0.08) $ 0.09 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Weighted average shares and potential common shares outstanding ............ 10,998,000 11,153,000 10,933,000 11,174,000
See notes to consolidated financial statements. 2 EAGLE FOOD CENTERS, INC. CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) ASSETS
JULY 31, JANUARY 30, 1999 1999 --------- --------- Current Assets: Cash and cash equivalents $ 13,801 $ 11,775 Restricted assets - marketable securities, at fair value 7,467 9,846 Accounts receivable, net of allowance for doubtful accounts of $1.0 million in fiscal 1999 and $1.2 million in fiscal 1998 13,705 16,537 Income tax receivable 926 926 Inventories 68,344 74,069 Prepaid expenses 1,299 1,392 --------- --------- Total current assets 105,542 114,545 Property and equipment (net) 150,136 132,364 Other assets: Deferred debt issuance costs 376 585 Excess of cost over fair value of net assets acquired 2,285 2,325 Property held for resale 9,512 20,025 Other 14,900 13,471 --------- --------- Total other assets 27,073 36,406 --------- --------- Total assets $ 282,751 $ 283,315 --------- --------- --------- --------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 34,308 $ 47,434 Payroll and associate benefits 14,655 14,318 Accrued liabilities 19,867 25,353 Reserve for closed stores 1,302 1,302 Accrued taxes 6,641 7,795 Bank revolving credit facility -- -- Current portion of long-term debt 101,218 991 --------- --------- Total current liabilities 177,991 97,193 Long-term debt: Senior Notes -- 100,000 Capital lease obligations 55,809 37,779 --------- --------- Total long-term debt 55,809 137,779 Other liabilities: Reserve for closed stores 9,686 9,434 Other deferred liabilities 11,729 10,523 --------- --------- Total other liabilities 21,415 19,957 Shareholders' equity: Preferred stock, $.01 par value, 100,000 shares authorized -- -- Common stock, $.01 par value, 18,000,000 shares authorized, 11,500,000 shares issued 115 115 Capital in excess of par value 53,336 53,336 Common stock in treasury, at cost, 560,952 shares and 581,202 shares (2,228) (2,309) Accumulated other comprehensive income 14 47 Other (140) (140) Retained earnings (deficit) (23,561) (22,663) --------- --------- Total shareholders' equity 27,536 28,386 --------- --------- Total liabilities and shareholders' equity $ 282,751 $ 283,315 --------- --------- --------- ---------
See notes to consolidated financial statements. 3 EAGLE FOOD CENTERS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS) (UNAUDITED)
JULY 31, AUGUST 1, 1999 1998 -------- -------- Cash flows from operating activities: Net earnings (loss) $ (844) $ 1,038 Adjustments to reconcile net earnings (loss) to net cash flows from operating activities: Depreciation and amortization 9,887 8,737 Store closing and asset revaluation 1,664 -- LIFO charge 500 500 Deferred charges and credits 360 1,207 Loss (gain) on disposal of assets 72 (1,111) Change in assets and liabilities: Receivables and other assets (180) (3,613) Inventories 5,225 14,441 Accounts payable (13,126) 1,935 Accrued and other liabilities (5,635) (3,943) Reserve for closed stores (649) (1,395) -------- -------- Net cash flows from operating activities (2,726) 17,796 Cash flows from investing activities: Additions to property and equipment (8,545) (6,891) Additions to property held for resale (7,068) (8,413) Maturities(purchases) of marketable securities, net 2,346 (378) Cash proceeds from sale/leasebacks or dispositions of property and equipment 42 14,245 Cash proceeds from sale/leasebacks or dispositions of property held for resale 18,536 13,416 -------- -------- Net cash flows from investing activities 5,311 11,979 Cash flows from financing activities: Net revolving credit repayment -- (7,208) Deferred financing costs (32) (50) Principal payments on capital lease obligations (527) (428) -------- -------- Net cash flows from financing activities (559) (7,686) -------- -------- Increase in cash and cash equivalents 2,026 22,089 Cash and cash equivalents at beginning of period 11,775 5,113 -------- -------- Cash and cash equivalents at end of period $ 13,801 $ 27,202 -------- -------- -------- -------- Supplemental disclosures of cash flow information: Cash paid for interest $ 6,459 $ 5,396 Cash paid for income taxes $ 23 $ 85 Noncash investing and financing activities: Unrealized loss on marketable securities $ (33) $ (15) Additions to property and equipment and capital lease liability in connection with sale/leaseback transactions $ 18,536 $ 23,544
See notes to 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/A filed with the Securities and Exchange Commission on May 6, 1999. 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 thirteen weeks ended July 31, 1999 are not necessarily indicative of the results that may be expected for the fiscal year ending January 29, 2000. RESERVE FOR CLOSED STORES During the second quarter of fiscal 1999, the Company added two stores to the reserve. No charge was taken as all costs have been covered by favorable lease terminations. During the first quarter of fiscal 1999, the Company added one store to the reserve and recorded $1.7 million for estimated future store closing costs. This charge included $900,000 for future lease costs and $800,000 of asset revaluations. 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 July 31, August 1, July 31, August 1, 1999 1998 1999 1998 ------- ------- ------- ------- Net earnings (loss) $ 684 $ 914 $ (844) $ 1,038 Other comprehensive income (loss): Unrealized loss on marketable securities (31) (35) (33) (15) ------- ------- ------- ------- Comprehensive income (loss) $ 653 $ 879 $ (877) $ 1,023 ------- ------- ------- ------- ------- ------- ------- -------
LITIGATION As reported in the Company's Form 10-Q for the first quarter of fiscal 1999, the Company reached a settlement on May 21, 1999 of a lawsuit alleging discrimination in employment which was filed against the Company in 1994 in the United States District Court for the Central District of Illinois by two current and one former associates individually and as representative of a class of all individuals who are similarly situated. The settlement did not have a material impact on financial results in the first quarter of 1999 since adequate settlement costs were previously recorded. The Company denied all substantive allegations of the Plaintiffs and of the class. The Company is subject to various other unresolved legal actions which arise in the normal course of its business. It is not possible to predict 5 with certainty the outcome of these unresolved legal actions or the range of the possible loss. EARNINGS (LOSS) PER SHARE Earnings (loss) per share ("EPS") are computed in accordance with Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share." Basic EPS is computed by dividing consolidated net earnings (loss) by the weighted average number of common shares outstanding. Diluted EPS is computed by dividing consolidated net earnings (loss) by the sum of the weighted average number of common shares outstanding and the weighted average number of potential common shares outstanding. Potential common shares consist solely of outstanding options under the Company's stock option plans. All outstanding options were excluded from the earnings (loss) per share calculation for the two quarters ended July 31, 1999 because they were anti-dilutive. The computation of basic and diluted EPS is as follows: (In thousands, except per share amounts)
QUARTER ENDED TWO QUARTERS ENDED JULY 31, 1999 AUGUST 1, 1998 JULY 31, 1999 AUGUST 1, 1998 ------------- -------------- ------------- -------------- Net earnings (loss) $ 684 $ 914 $ (844) $ 1,038 ------- ------- ------- ------- ------- ------- ------- ------- Weighted average common shares outstanding 10,939 10,954 10,933 10,951 ------- ------- ------- ------- ------- ------- ------- ------- Basic EPS $ 0.06 $ 0.08 $ (0.08) $ 0.09 ------- ------- ------- ------- ------- ------- ------- ------- Weighted average common shares outstanding 10,939 10,954 10,933 10,951 Effect of dilutive securities - stock options 59 199 -- 223 ------- ------- ------- ------- Shares applicable to diluted earnings (loss) 10,998 11,153 10,933 11,174 ------- ------- ------- ------- ------- ------- ------- ------- Diluted EPS $ 0.06 $ 0.08 $ (0.08) $ 0.09 ------- ------- ------- ------- ------- ------- ------- -------
SUBSEQUENT EVENTS The Company closed two stores subsequent to the second quarter of fiscal 1999. This will not result in a third quarter charge to earnings since the store closing expenses were previously reserved. 6 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 July 31, 1999 were $234.4 million, a decrease of $96,000 or 0.04% from the second quarter of fiscal 1998. Same store sales for the quarter decreased 3.0%. There were 90 stores operating at the end of the second quarter of 1999 compared to 89 stores at the same point in the prior year. For the two quarters ended July 31, 1999, sales were $465.2 million, a decrease of $920,000, or 0.2% compared to the same period in fiscal 1998. Same store sales for the two quarters declined 2.7%. The decline in total and same store sales was due to increases in competitive store activity during the past year. The gross margin rate was 26.0% of sales for the quarter ended July 31, 1999 compared to 25.4% in the comparable quarter of 1998. For the two quarters ended July 31, 1999, the gross margin rate was 25.9% compared to 25.2% for the same period a year ago. The increase in the gross margin rate is primarily related to the benefits of new systems and better purchasing and marketing practices during the quarter and two quarters ended July 31, 1999. Selling, general and administrative expenses for the second quarter of 1999 were $51.6 million, or 22.0% of sales, compared to $51.7 million, or 22.0% of sales, in the comparable quarter of 1998. For the two quarters ended July 31, 1999, selling, general and administrative expenses were $102.9 million, or 22.1% of sales, versus $102.0 million, or 21.9% of sales, for the same period in 1998. This increase for the two quarters ended July 31, 1999 is due primarily to a gain of $1.0 million on the sale of the bakery operations in the first quarter of 1998. The Company recorded a store closing and asset revaluation charge of $1.7 million during the first quarter of fiscal 1999 to reflect the estimated future lease costs and asset revaluations relating to one store added to the reserve during the first quarter. Depreciation and amortization expense increased to $5.1 million, or 2.2% of sales, for the quarter ended July 31, 1999 compared to $4.4 million, or 1.9% of sales, in the prior year. For the two quarters ended July 31, 1999, depreciation and amortization expenses increased to $9.9 million, or 2.1% of sales, compared to $8.7 million, or 1.9% of sales, for the same period in 1998. The increases are primarily due to increased depreciation relating to the Company's capital spending program. Net interest expense in the quarter ended July 31, 1999 increased to $3.6 million, or 1.5% of sales, compared to $2.7 million or 1.1% of sales in the comparable quarter of 1998. For the two quarters ended July 31, 1999 interest expense increased to $6.7 million, or 1.4% of sales, compared to $5.6 million, or 1.2% of sales in the prior year. The increases are due to increased interest expense on capital lease obligations in fiscal 1999. Net earnings for the second quarter of fiscal 1999 were $684,000 or $0.06 per share on a diluted basis compared to $914,000 or $0.08 per share for the same quarter of fiscal 1998. For the two quarters ended July 31, 1999 the net loss was $844,000 or $0.08 per share on a diluted basis compared to earnings of $1.0 million or $0.09 per share for the comparable period of fiscal 1998. There was no tax provision in either year as tax loss carryforwards were utilized. 7 LIQUIDITY AND CAPITAL RESOURCES Cash used by operating activities was $2.7 million for the two quarters ended July 31, 1999 compared to cash provided of $17.8 million for the comparable two quarters of 1998. Net loss and non-cash charges generated $11.6 million of cash and working capital changes used $14.3 million, primarily due to a decrease in accounts payable and accrued liabilities, offset partially by a decrease in inventory levels. The Company believes that operating cash flows and other sources of liquidity, including borrowings under its Bank Revolving Credit Facility, will be adequate to meet the Company's anticipated requirements for working capital, capital expenditures and interest payments for the foreseeable future. There can be no assurance, however, that the Company's business will continue to generate operating cash flows at or above current flows. Capital expenditures, including property held for resale, were $10.5 million for the quarter and $15.6 million for the two quarters ended July 31, 1999. Three stores held for resale were sold and leased back providing $18.5 million of proceeds during the two quarters ended July 31, 1999. Two new stores opened and there was one store closing during the first half of fiscal 1999. Working capital at July 31, 1999 was a negative $72.4 million and the current ratio was 0.59 to 1 compared to $17.4 million and 1.18 to 1 at January 30, 1999. The negative working capital is due to the Company reclassifying its $100 million in Senior Notes, due April 15, 2000, from Long-Term Debt to Current Liabilities at July 31, 1999. The notes were classified as Long-Term Debt in the Company's Form 10-Q for the first quarter ended May 1, 1999 which was filed on June 14, 1999. The working capital at May 1, 1999 would have been negative $77.4 million and the current ratio 0.56 to 1 had the $100 million in Senior Notes been reclassified to Current Liabilities. The Company has engaged an investment banking firm to assist in the replacement of the Senior Notes. At July 31, 1999 the Company had no borrowing against the Bank Revolving Credit Facility and no letters of credit outstanding. YEAR 2000 MATTERS 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 programs that have time-sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in a system failure or miscalculations causing inaccuracies and disruptions of operations, including among other things, a temporary inability to process transactions, send invoices, or engage in similar normal business activities. The Company is dependent on computer hardware, software, systems and processes ("IT Systems") and non-information technology systems such as telephones, clocks, scales, refrigeration controllers and other equipment which may contain embedded microprocessor technology ("Non-IT" Systems). These systems are used in several critical operating areas including store and distribution operations, product merchandising and procurement, inventory and labor management, and accounting and administrative systems. The Company has been engaged in a comprehensive project under the direction of the Chief Executive Officer since June 1996 to upgrade or replace its IT Systems and convert from mainframe to client/server technology. Addressing Year 2000 matters is an integral part of this process. The Company has phased in a substantial number of computer systems and related programs over the past two years, including financial systems, merchandising, distribution, store ordering, time and attendance, and direct store delivery receiving. The Company is currently in the process of upgrading or replacing various systems; including payroll, human resources and 8 personnel systems, store systems, purchasing and inventory control and warehouse and distribution systems. The project will include testing all systems critical for day-to-day operations. The Company is requesting each of its hardware and software vendors for both the new systems that it has installed or expects to install, as well as any systems which it does not expect to replace, to certify that their systems are Year 2000 compliant. During the first quarter of fiscal 1999, the Company requested certification, and is tracking responses, from companies it has a significant business relationship with that their systems are Year 2000 compliant. In addition, the Company is evaluating Year 2000 issues related to Non-IT systems. The evaluation consists of developing an inventory of all such systems, testing and taking corrective action on all detected deficiencies. The Company believes that its efforts will result in Year 2000 compliance. However, if the Company's new computer systems fail with respect to the Year 2000 issue, or if any applications or embedded chips critical to the Company's operational processes are overlooked, there could be a material adverse impact on the business operations or financial performance of the Company. The Company cannot guarantee that hardware and software vendors on whom it has relied will honor their obligations with respect to Year 2000 compliance, or that other companies it has a business relationship with will achieve Year 2000 compliance. Additionally, there can be no assurance that the systems of other companies on which the Company's systems rely will be converted timely, or that a failure to convert by another company, or a conversion that is incompatible with the Company's systems, would not have a material adverse effect on the business operations or financial performance of the Company. Management believes that, should the Company or any third party with whom the Company has a significant business relationship have a Year 2000 related systems failure, the most significant impact would likely be the inability to conduct operations due to a power failure, to deliver inventory in a timely fashion, to receive certain products from vendors, process payments or to process electronically customer sales at the store level. The Company is in the process of developing contingency plans to provide alternatives to enable the Company's core business operations to continue in the event of a Year 2000 failure in its systems or in the systems of other companies with which it has a relationship. There can be no assurance that the systems of other companies on which the Company's contingency plans rely will be converted timely, or that a failure to convert by another company, or a conversion that is incompatible with the Company's systems, would not also have a material adverse effect on the business operations or financial performance of the Company. The Company expects to complete the contingency plans during the 1999 calendar year. The Company has expended approximately $17.8 million since June 1996 to upgrade or replace the majority of systems and convert them to client/server technology, and expects to incur an additional $2.2 million, for a total of $20.0 million, to complete the remaining systems. In addition, the Company has entered into operating leases for equipment with a fair market value of $2.0 million and has purchased equipment for $3.2 million, and expects to purchase or lease additional equipment with a fair market value of $1.8 million, for a total of $7.0 million. This includes both Year 2000 upgrades or replacements and the replacement of systems that are inefficient and in need of replacement regardless of their Year 2000 readiness. The Company expects to finalize the upgrade or replacement of all IT Systems, correct any detected deficiencies in Non-IT Systems and achieve Year 2000 compliance by November 1999. 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, the availability of capital, supply constraints or difficulties, the effect of the Company's accounting policies, the effect of regulatory and legal developments, adverse effects of failure to achieve Year 2000 compliance 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 Not Applicable ITEM 3 : DEFAULTS UPON SENIOR SECURITIES Not Applicable ITEM 4 : SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the Company's 1999 Annual Meeting of Shareholders on June 16, 1999, the shareholders elected the following persons to its Board of Directors for a one year term: Paul D. Barnett Peter B. Foreman Steven M. Friedman Robert J. Kelly Alain M. Oberrotman Jerry I. Reitman William J. Snyder In the matter of the election of directors, voting was as follows:
For Withheld Abstained --- -------- --------- Paul D. Barnett 10,546,149 38,602 353,797 Peter B. Foreman 10,547,221 37,530 353,797 Steven M. Friedman 10,548,221 36,530 353,797 Robert J. Kelly 10,540,308 44,443 353,797 Alain M. Oberrotman 10,548,821 35,930 353,797 Jerry I. Reitman 10,546,821 37,930 353,797 William J. Snyder 10,548,712 36,039 353,797
In the matter of ratification of the appointment of Deloitte & Touche, LLP as independent auditors, 10,560,544 votes were cast in favor of approval, 14,389 votes were cast against, and holders of 363,615 votes abstained. All votes were in the majority, and thus the directors were declared elected and the appointment of auditor proposal declared approved. ITEM 5 : OTHER Not Applicable ITEM 6 : EXHIBITS AND REPORTS ON FORM 8K Exhibit 27 : Financial Data Schedule (see page 12) 10 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 14, 1999 /s/ Robert J. Kelly --------------------------------- Robert J. Kelly Chairman, Chief Executive Officer and President Dated: September 14, 1999 /s/ S. Patric Plumley ----------------------------- S. Patric Plumley Senior Vice President -Chief Financial Officer and Secretary 11 EX-27 2 EXHIBIT 27
5 6-MOS JAN-29-2000 JUL-31-1999 13,801,000 7,467,000 15,631,000 1,001,000 68,344,000 105,542,000 305,143,000 155,007,000 282,751,000 177,991,000 0 0 0 115,000 27,421,000 282,751,000 465,178,000 465,178,000 344,863,000 344,863,000 114,434,000 0 6,725,000 (844,000) 0 (844,000) 0 0 0 (844,000) (0.08) (0.08)
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