-----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, S8j1ikJKvm1D/dCHQ0WZWysGDQ2uInyO9w02xOvzuT4g3G4dXH0TD4wDEP7Mhe9W hN+Ojdb7jdLG547OLgQH1w== 0000031364-96-000007.txt : 19961217 0000031364-96-000007.hdr.sgml : 19961217 ACCESSION NUMBER: 0000031364-96-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961102 FILED AS OF DATE: 19961216 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ECKERD CORP CENTRAL INDEX KEY: 0000031364 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 133302437 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04844 FILM NUMBER: 96681539 BUSINESS ADDRESS: STREET 1: 8333 BRYAN DAIRY ROAD CITY: LARGOO STATE: FL ZIP: 34647 BUSINESS PHONE: 8133996000 MAIL ADDRESS: STREET 1: JACK ECKERD CORPORATION STREET 2: P O BOX 4689 CITY: CLEARWATER STATE: FL ZIP: 34618 FORMER COMPANY: FORMER CONFORMED NAME: ECKERD DRUGS OF FLORIDA INC DATE OF NAME CHANGE: 19700112 10-Q 1 10-Q 3RD QUARTER ENDED NOVEMBER 2, 1996 UNITED STATES 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 Thirty-Nine Weeks Ended November 2, 1996 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 No. 1-4844 ECKERD CORPORATION (Exact name of registrant as specified in charter) DELAWARE 13-3302437 (State of incorporation) (I.R.S. Employer Identification No.) 8333 Bryan Dairy Road Largo, Florida 33777 (Address and zip code of principal executive offices) (813) 399-6000 (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 --- --- As of November 30, 1996, 70,412,675 shares of Common Stock, $.01 par value, were outstanding.
PART I. FINANCIAL INFORMATION Item 1. Financial Statements ECKERD CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS EXCEPT SHARE DATA) ASSETS Unaudited Audited 11/2/96 2/3/96 ----------- ---------- Current assets: Cash $ 8,421 7,922 Receivables, less allowance for doubtful receivables of $3,000 90,262 70,137 Merchandise inventories 968,720 835,551 Prepaid expenses and other current assets 3,593 4,396 ----------- ---------- Total current assets 1,070,996 918,006 ----------- ---------- Property, plant and equipment, at cost 716,205 634,023 Less accumulated depreciation 320,359 282,974 ----------- ---------- Net property, plant and equipment 395,846 351,049 ----------- ---------- Excess of cost over net assets acquired, less accumulated amortization 66,364 62,162 Favorable lease interests, less accumulated amortization 118,524 131,961 Unamortized debt expense 5,476 6,086 Other assets 31,643 31,055 ----------- ---------- $ 1,688,849 1,500,319 =========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Bank debit balances $ 16,919 59,620 Current installments of long-term debt 784 1,020 Accounts payable 402,986 311,411 Accrued expenses 240,921 234,957 ----------- ---------- Total current liabilities 661,610 607,008 ----------- ---------- Other noncurrent liabilities 134,342 136,772 Long-term debt, excluding current installments 768,705 701,798 Stockholders' equity: Preferred stock of $.01 par value. Authorized 20,000,000 shares; none issued - - Voting common stock of $.01 par value. Authorized 96,481,272 shares; issued 70,384,275 and 69,937,790 704 700 Nonvoting common stock of $.01 par value. Authorized 3,518,728 shares; none issued - - Capital in excess of par value 320,305 317,654 Retained deficit (196,817) (263,613) ----------- ---------- Total stockholders' equity 124,192 54,741 ----------- ---------- $ 1,688,849 1,500,319 =========== ========== See accompanying notes to condensed consolidated financial statements.
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ECKERD CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS EXCEPT PER SHARE DATA) Thirteen Weeks Ended Thirty-Nine Weeks Ended ----------------------------- ---------------------------- 11/2/96 10/28/95 11/2/96 10/28/95 ---------- ---------- --------- --------- Sales and other operating revenue $1,280,375 1,164,907 3,887,422 3,523,225 ---------- ---------- --------- --------- Costs and expenses: Cost of sales, including store occupancy, warehousing and delivery expense 1,012,451 915,137 3,043,658 2,739,733 Operating and administrative expenses 238,295 224,301 712,036 666,724 ---------- ---------- --------- --------- Earnings before interest expense and income taxes 29,629 25,469 131,728 116,768 Interest expense: Interest expense, net 15,320 18,266 45,327 57,147 Amortization of original issue discount and deferred debt expenses 261 454 765 1,522 ---------- ---------- --------- --------- Total interest expense 15,581 18,720 46,092 58,669 ---------- ---------- --------- --------- Earnings before income taxes and extraordinary items 14,048 6,749 85,636 58,099 Income tax expense 3,118 1,147 18,840 9,877 ---------- ---------- --------- --------- Earnings before extraordinary items 10,930 5,602 66,796 48,222 Extraordinary items - early retirement of debt net of tax benefit of $947 and $1,236 - (5,012) - (6,033) ---------- ---------- --------- --------- Net earnings $ 10,930 590 66,796 42,189 ========== ========== ========= ========= Earnings per common share: Earnings before extraordinary item $ .15 .08 .93 .71 Extraordinary item - (.07) - (.09) ---------- ---------- --------- --------- Net earnings per common share $ .15 .01 .93 .62 ========== ========== ========= ========= See accompanying notes to condensed consolidated financial statements.
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ECKERD CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS) Thirty-Nine Weeks Ended ----------------------------- Cash flows from operating activities: 11/2/96 10/28/95 ----------- --------- Net earnings $ 66,796 42,189 Adjustments to reconcile net earnings to net cash provided by operating activities: Extraordinary charge related to early retirement of debt - 7,269 Depreciation and amortization 68,484 61,460 Amortization of original issue discount and deferred debt expenses 765 1,522 Increase in receivables, merchandise inventories and prepaid expenses (148,086) (111,044) Increase in accounts payable and accrued expenses 91,698 51,900 ----------- --------- Net cash provided by operating activities 79,657 53,296 ----------- --------- Cash flows from investing activities: Additions to property, plant and equipment (89,791) (69,301) Sale of property, plant and equipment 2,822 4,482 Acquisition of certain drug store assets (15,922) (69,628) Net cash proceeds from sale of subsidiary - 5,231 Other (2,738) (4,224) ----------- --------- Net cash used in investing activities (105,629) (133,440) ----------- --------- Cash flows from financing activities: Decrease in bank debit balances (42,701) (25,204) Additions to long-term debt - 667 Reductions of long-term debt (829) (1,292) Net additions under current credit agreement 67,500 117,860 Common stock sold in a public offering, net of expenses of sale - 82,322 Redemption of 11.125% subordinated debentures - (95,500) Other 2,501 1,766 ----------- --------- Net cash provided by financing activities 26,471 80,619 ----------- --------- Net increase in cash 499 475 Cash at beginning of period 7,922 8,898 ----------- --------- Cash at end of period $ 8,421 9,373 =========== ========= See accompanying notes to condensed consolidated financial statements.
4 ECKERD CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (IN THOUSANDS) Note 1. ------- The condensed consolidated financial statements include the accounts of the Company and its subsidiaries, and were prepared from the books and records of the Company without audit or verification and in the opinion of management include all adjustments (none of which were other than recurring accruals) necessary to present a fair statement of results for such periods. It is suggested that these condensed consolidated financial statements should be read in conjunction with the financial statements and notes filed as part of the Form 10-K report for the fiscal year ended February 3, 1996. The results of operations of the periods indicated should not be considered as necessarily indicative of operations for the full year. Certain amounts have been reclassified in the February 3, 1996 condensed consolidated balance sheet to conform to the November 2, 1996 presentation. Note 2. ------- Substantially all inventories are determined on a last-in, first-out (LIFO) cost basis. At November 2, 1996 and February 3, 1996 inventories would have been greater by approximately $105,100 and $91,900, respectively, if inventories were valued on a first-in, first-out (FIFO) cost basis. Since LIFO inventory costs can only be determined at the end of each fiscal year when inflation rates and inventory levels are finalized, estimates of LIFO inventory costs are used for interim financial statements. The cost of merchandise sold is calculated on an estimated basis and adjusted based on inventories taken during the fiscal year. Note 3. ------- The weighted average number of shares outstanding for thirteen and thirty-nine weeks ended November 2, 1996 and October 28, 1995 were 72,154 and 71,955 in 1996 and 71,242 and 67,554 in 1995. Note 4. ------- All share information in these condensed consolidated financial statements reflect the two-for-one stock split effected in the form of a stock dividend which was paid on May 13, 1996 to stockholders of record on April 22, 1996. Note 5. ------- Effective February 4, 1996, the Company adopted Statement of Financial Accounting Standard No. 123, "Accounting for Stock Based Compensation" (SFAS No. 123). This standard allows the Company to select either a fair value based method or the current intrinsic value based method of accounting for employee stock-based compensation. The Company retained the intrinsic value method of accounting and, therefore, the adoption of this standard did not have a material effect on the Company's financial statements. The disclosure only provisions, as permitted by SFAS No. 123, will be disclosed annually in the Company's audited consolidated financial statements. 5 Note 6. ------- On November 3, 1996, the Company announced that J.C. Penney Company, Inc. ("Penney"), a subsidiary of Penney and the Company had entered into a definitive agreement (the "Merger Agreement") pursuant to which Penney would acquire the Company through a cash tender offer and second step merger. The aggregate transaction value, including the assumption of Company debt, is approximately $3.3 billion. The transaction will be effected through a cash tender offer at $35.00 per share for approximately 35.3 million shares, or 50.1% of Company stock, which expired on December 6, 1996, to be followed by a second step merger in which Company shareholders will receive (i) if the Stock Condition (as defined in the Merger Agreement) has been satisfied, 0.6604 of a share of Penney stock for each remaining Company share not purchased in the cash tender offer (valued at $35.00 per Company share, based on the price of Penney's stock as of the close of trading on November 1, 1996) or (ii) if the Stock Condition has not been satisfied, $35.00 per share in cash. It is contemplated that if the Company shareholders receive Penney stock in the merger the exchange of shares in the second step of the transaction will be tax-free to the Company's shareholders. It is expected that the acquisition will be completed in early 1997. The planned acquisition would create a combined 2,600 drug store operation stretching across the Northeast, Midwest and the Sunbelt, with combined 1997 sales expected to approach $10.0 billion. 6 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition. ECKERD CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Results of Operations Sales and other operating revenue for the third quarter and thirty-nine weeks ended November 2, 1996, increased 9.9% and 10.3% over last year to $1.3 and $3.9 billion. Sales benefited from significant increases in prescription sales as well as from increases in front end sales and from the acquisition of certain Florida drug stores from Rite Aid (the "Florida Rite Aid Acquisition") at the beginning of the third quarter of last year. Prescription sales increased 13.0% and 15.0% to $737.2 million and $2.2 billion, and front end sales increased 6.1% and 4.9% to $541.3 million and $1.7 billion. Comparable drug store sales (stores open one year or more, including 1.0% and 0.9% from the impact of relocated stores open less than one year) increased 7.4% and 8.4%, compared to a 10.5% and 9.5% increase in the third quarter and thirty-nine weeks last year. The increase in comparable drug store sales was primarily attributable to the increase in sales of prescription drugs. Comparable drug store sales growth was also positively affected by increased sales of non-prescription items in the health and convenience categories. Prescription sales as a percentage of drug store sales were 57.7% and 56.6% compared to 56.1% and 54.3% for the third quarter and thirty-nine weeks last year. The growth in prescription sales was primarily the result of increased managed care prescription sales and the Florida Rite Aid Acquisition. These sales increases were in spite of a more severe cough, cold and flu season in the first quarter of last year. Managed care prescription sales increased to 76.4% and 75.1% of prescription sales compared to 71.1% and 70.0% in the third quarter and thirty-nine weeks last year. Prescription sales to managed care payors, in terms of both dollar volume and as a percentage of total prescription sales, are expected to continue to increase in the current year and for the foreseeable future. Managed care payors typically negotiate lower prescription prices than those on non-managed care prescriptions, resulting in decreasing gross profit margins on prescription sales. However, contracts with managed care payors generally increase the volume of prescription sales and gross profit dollars. As a percentage of sales, cost of sales and related expenses were 79.1% and 78.3% compared to 78.6% and 77.8% for the third quarter and thirty-nine weeks last year. The cost of sales as a percentage of sales increases resulted primarily from the continued increase in lower gross profit margin managed care prescription sales. The LIFO charge was $4.6 and $13.2 million compared to $3.8 and $9.8 million for the third quarter and thirty-nine weeks last year. 7 Operating and administrative expenses for the third quarter and thirty-nine weeks increased 6.2% and 6.8% over last year to $238.3 and $712.0 million. As a percentage of sales, operating and administrative expenses decreased to 18.6% and 18.3% from 19.2% and 18.9%. The decreases as a percentage of sales resulted primarily from operating efficiencies related to higher sales and cost controls which helped produce lower costs as a percentage of sales in such expense categories as payroll and insurance. Earnings before interest expense, income taxes and extraordinary items for the third quarter and thirty-nine weeks increased 16.3% and 12.8% over last year to $29.6 and $131.7 million. The increases were due primarily to the increase in gross profit dollars as a result of higher sales and other operating revenue, and the decrease in operating and administrative expenses as a percentage of sales due to improved productivity and expense control. Total interest expense for the third quarter and thirty-nine weeks decreased 16.8% and 21.4% from last year to $15.6 and $46.1 million. The decreases were due to lower average borrowings, lower bank loan interest rate spreads and the early retirement of high interest cost subordinated debentures in the second and third quarters of last year. Income tax expense for the third quarter and thirty-nine weeks was $3.1 and $18.8 million compared to $1.1 and $9.9 million last year, an annual effective income tax rate of 22% compared to 17% last year. Income tax expense in both periods represents alternative minimum tax and state income taxes, and reflects a lower rate of utilization of net operating loss carryforwards compared to last year. As a result of the foregoing factors, net earnings before extraordinary items for the third quarter and thirty-nine weeks were $10.9 and $66.8 million, compared to $5.6 and $48.2 million last year, an increase of $5.3 and $18.6 million or 95.1% and 38.5%. At November 2, 1996 the Company operated 1,730 Eckerd Drug stores and 555 Eckerd Express Photo labs. Financial Condition and Liquidity At November 2, 1996, $527.5 million in borrowings were outstanding under the bank credit agreement ($200.0 million under the term loan facility and $327.5 million under the revolving loan facility) and $88.1 million was available for borrowing under the revolving loan facility portion of the bank credit agreement which is net of $84.4 million of letters of credit. The term loan facility amortizes in $10.0 million quarterly payments ($20.0 million in the fourth quarter of each year), and matures in full together with the revolving loan facility in November 2000. At November 2, 1996 there was excess availability under the revolving loan commitment, therefore, the required amortization repayments were not treated as current. 8 On November 2, 1996 working capital was $409.4 million and the current ratio was 1.6 to 1 compared to $311.0 million and 1.5 to 1 at February 3, 1996. Cash flow provided by operating activities increased $26.4 million to $79.7 million compared to $53.3 million for the thirty-nine weeks last year. The increase was due to a $24.6 million higher earnings increase, $6.3 million more depreciation and amortization and a $2.8 million lower use of operating cash for working capital items. Net cash used in investing activities for the thirty-nine weeks was $105.6 million compared to $133.4 million last year. Uses of cash were principally for capital expenditures of $89.8 million compared to $69.3 million last year for additions to drug stores and Express Photo units, improvements to existing stores and for the installation of point-of-sale product scanning equipment. Another use of cash was for acquisitions of drug store assets of $15.9 million compared to $69.6 million last year. Capital improvements for the current year are expected to be $130.0 million. Funds for the planned cash capital expenditures are expected to come from cash flow from operating activities and available borrowings, if necessary. Financing activities for the thirty-nine weeks provided $26.5 million, compared to $80.6 million last year. In the current year, funds were provided by $67.5 million of bank borrowings which were primarily offset by the reduction of $42.7 million of bank debit balances. Last year $82.3 million of funds came from the August 2, 1995 public offering. Funds were also provided by $117.9 million of bank borrowings which were used primarily for the redemption of $78.9 and $16.6 million (September and May of 1995) of 11.125% subordinated debentures, and for the reduction of $25.2 million in bank debit balances. Based upon the Company's ability to generate cash flow from operating activities, the available unused portion of the revolving loan facility under the bank credit agreement and other sources, the Company believes that it will have the funds necessary to meet the principal and interest payments on its debt as they become due and to operate and expand its business. On November 3, 1996, the Company announced that J.C. Penney Company, Inc. ("Penney"), a subsidiary of Penney and the Company had entered into a definitive agreement (the "Merger Agreement") pursuant to which Penney would acquire the Company through a cash tender offer and second step merger. The aggregate transaction value, including the assumption of Company debt, is approximately $3.3 billion. The transaction will be effected through a cash tender offer at $35.00 per share for approximately 35.3 million shares, or 50.1% of Company stock, which expired on December 6, 1996, to be followed by a second 9 step merger in which Company shareholders will receive (i) if the Stock Condition (as defined in the Merger Agreement) has been satisfied, 0.6604 of a share of Penney stock for each remaining Company share not purchased in the cash tender offer (valued at $35.00 per Company share, based on the price of Penney's stock as of the close of trading on November 1, 1996) or (ii) if the Stock Condition has not been satisfied, $35.00 per share in cash. It is contemplated that if the Company shareholders receive Penney stock in the merger the exchange of shares in the second step of the transaction will be tax-free to the Company's shareholders. It is expected that the acquisition will be completed in early 1997. The planned acquisition would create a combined 2,600 drug store operation, stretching across the Northeast, Midwest and the Sunbelt, with combined 1997 sales expected to approach $10.0 billion. REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Company's independent public accountants have made a limited review of the financial information furnished herein in accordance with standards established by the American Institute of Certified Public Accountants. The Accountants' Report is presented on page 11 of this report. 10 Accountants' Report The Board of Directors Eckerd Corporation: We have reviewed the condensed consolidated balance sheet of Eckerd Corporation and subsidiaries as of November 2, 1996, and the related condensed consolidated statements of operations and cash flows for the thirteen and thirty-nine weeks ended November 2, 1996 and October 28, 1995. These condensed consolidated financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed consolidated financial statements for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet as of February 3, 1996, and the related consolidated statements of operations, stockholders' equity, and cash flows, for the year then ended (not presented herein); and in our report dated March 26, 1996, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of February 3, 1996 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. KPMG PEAT MARWICK LLP December 9, 1996 11 PART II. OTHER INFORMATION Item 5. Other Information On November 3, 1996, the Company announced that J.C. Penney Company, Inc. ("Penney"), a subsidiary of Penney and the Company had entered into a definitive agreement (the "Merger Agreement") pursuant to which Penney would acquire the Company through a cash tender offer and second step merger. The aggregate transaction value, including the assumption of Company debt, is approximately $3.3 billion. The transaction will be effected through a cash tender offer at $35.00 per share for approximately 35.3 million shares, or 50.1% of Company stock, which expired on December 6, 1996, to be followed by a second step merger in which Company shareholders will receive (i) if the Stock Condition (as defined in the Merger Agreement) has been satisfied, 0.6604 of a share of Penney stock for each remaining Company share not purchased in the cash tender offer (valued at $35.00 per Company share, based on the price of Penney's stock as of the close of trading on November 1, 1996) or (ii) if the Stock Condition has not been satisfied, $35.00 per share in cash. It is contemplated that if the Company shareholders receive Penney stock in the merger the exchange of shares in the second step of the transaction will be tax-free to the Company's shareholders. It is expected that the acquisition will be completed in early 1997. The planned acquisition would create a combined 2,600 drug store operation, stretching across the Northeast, Midwest and the Sunbelt, with combined 1997 sales expected to approach $10.0 billion. Eckerd President and Chief Executive Officer, Frank A. Newman, will become Chief Executive officer of the combined drug store operations of Eckerd and Thrift Drug (Penney's drug store subsidiary). Mr. Newman will report directly to James E. Oesterreicher, Chief Executive Officer of Penney, and will become a member of the Penney Management Committee. A transition team headed by Mr. Newman and including John E. Fesperman, Penney Senior Vice President and Chairman of the Board of Thrift Drug, and Robert Hannan, President and Chief Executive Officer of Thrift Drug, has been formed to ensure an orderly integration of the two operations. 12 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 10.1 Amended and Restated Agreement and Plan of Merger among Eckerd Corporation, J.C. Penney Company, Inc. and Omega Acquisition Corporation, Inc., dated as of November 2, 1996 (filed as Exhibit (c)(1) to the Schedule 14D-1 dated November 7, 1996 and incorporated herein by reference). 10.2 Amended and Restated Stock Option Agreement dated as of November 2, 1996, between Eckerd Corporation and J.C. Penney Company, Inc. (filed as Exhibit (c)(2) to the Schedule 14D-1 dated November 7, 1996 and incorporated herein by reference). 10.3 Amendment No. 1, dated as of November 2, 1996, to the Employment Agreement made as of February 4, 1996, by and between Eckerd Corporation and Francis A. Newman (filed as Exhibit (c)(3) to the Schedule 14D-1 dated November 7, 1996 and incorporated herein by reference). 15.1 Letter re unaudited interim financial information. 27 Financial Data Schedule. (b) Reports on Form 8-K The Company did not file any reports on Form 8-K during the thirteen weeks ended November 2, 1996. 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. ECKERD CORPORATION (Registrant) December 13, 1996 /s/ Samuel G. Wright ---------------------- Samuel G. Wright Executive Vice President/ Chief Financial Officer (Principal Accounting Officer) 13 Exhibit Index Eckerd Corporation Form 10-Q Exhibit No. Description of Exhibit Page 10.1 Amended and Restated Agreement and Plan * of Merger among Eckerd Corporation, J.C. Penney Company, Inc. and Omega Acquisition Corporation, Inc. dated as of November 2, 1996 10.2 Amended and Restated Stock Option Agreement * dated as of November 2, 1996 between Eckerd Corporation and J.C. Penney Company, Inc. 10.3 Amendment No. 1 dated as of November 2, 1996 * to the Employment Agreement made as of February 4, 1996 by and between Eckerd Corporation and Francis A. Newman 15.1 Letter re unaudited interim financial information 27 Financial Data Schedule ----------------------------- * Incorporated by reference 14 EX-15.1 2 LETTER: ACCOUNTANTS' AWARENESS EXHIBIT 15.1 The Board of Directors Eckerd Corporation and Subsidiaries: RE: Registration Statement on Form S-3 (No. 33-50223) Registration Statement on Form S-8 (No. 33-49977) Registration Statement on Form S-8 (No. 33-50755) Registration Statement on Form S-3 (No. 33-56261) Registration Statement on Form S-8 (No. 33-60175) With respect to the above referenced registration statements, we acknowledge our awareness of the incorporation by reference therein of our report dated December 9, 1996 related to our review of interim financial information, which report was included in the Form 10-Q of Eckerd Corporation and Subsidiaries for the thirty-nine weeks ended November 2, 1996. Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not considered a part of a registration statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Act. KPMG PEAT MARWICK LLP Tampa, Florida December 9, 1996 EX-27 3 FDS EXHIBIT 27
5 0000031364 ECKERD CORPORATION 1,000 9-MOS FEB-01-1997 FEB-04-1996 NOV-02-1996 8,421 0 93,262 3,000 968,720 1,070,996 716,205 320,359 1,688,849 661,610 768,705 704 0 0 123,488 1,688,849 3,887,422 3,887,422 3,043,658 3,043,658 708,836 3,200 46,092 85,636 18,840 66,796 0 0 0 66,796 .93 .93 EPS PRIMARY AND DILUTED REFLECTS THE TWO-FOR-ONE STOCK SPLIT EFFECTED IN THE FORM OF A STOCK DIVIDEND WHICH WAS PAID ON MAY 13, 1996 TO STOCKHOLDERS OF RECORD ON APRIL 22, 1996.
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