-----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, HMDPH+IYKRDCVq14Itb6HnKevPEOzCEijj9Ti7tbCqiAv+s7FApQCTWEyjOTEWkA DijytNFueGNHTSsHEMosrg== 0000948688-96-000006.txt : 19960216 0000948688-96-000006.hdr.sgml : 19960216 ACCESSION NUMBER: 0000948688-96-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951230 FILED AS OF DATE: 19960215 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELCHAMPS INC CENTRAL INDEX KEY: 0000729970 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 630245434 STATE OF INCORPORATION: AL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-12923 FILM NUMBER: 96521090 BUSINESS ADDRESS: STREET 1: 305 DELCHAMPS DR STREET 2: P O BOX 1668 CITY: MOBILE STATE: AL ZIP: 36602 BUSINESS PHONE: 2054330431 MAIL ADDRESS: STREET 1: 305 DELCHAMPS DR STREET 2: PO BOX 1668 CITY: MOBILE STATE: AL ZIP: 36602 10-Q 1 Securities And Exchange Commission Washington, D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the 13-Week Period Ended December 30, 1995 Commission File Number 0-12923 Delchamps, Inc. ----------------------------------------- (Exact name of registrant as specified in its charter)
Alabama 63-0245434 ------------------------------------------ ------------------- (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 305 Delchamps Drive, Mobile, AL 36602 ------------------------------------------ ------------------- (Address of principal executive (Zip code) offices) (334) 433-0431 ------------------------------------------ (Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. 7,110,366 shares at February 5, 1996. DELCHAMPS, INC. AND SUBSIDIARY Index Page No. ---------- Part 1. Financial Information Item 1. Financial Statements Condensed Balance Sheets - December 30, 1995 and July 1, 1995 Condensed Statements of Earnings - Thirteen Weeks Ended December 30, 1995 and December 31, 1994 Twenty-six Weeks Ended December 30, 1995 and December 31, 1994 Condensed Statements of Cash Flows - Thirteen Weeks Ended December 30, 1995 and December 31, 1994 Twenty-six Weeks Ended December 30, 1995 and December 31, 1994 Notes to Condensed Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Part II. Other Information Item 1. Legal Proceedings Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K Signatures Part I. Financial Information DELCHAMPS, INC. AND SUBSIDIARY Condensed Balance Sheets - (In thousands) (Unaudited)
December 30, 1995 July 1, 1995* _________________ _________________ Amount % Assets Amount % Assets ______ ________ ______ ________ ASSETS ______ Current assets: Cash and cash equivalents 7,669 2.92 15,906 5.90 Trade accounts receivable 11,041 4.20 9,214 3.42 Merchandise inventories 94,749 36.06 93,808 34.82 Prepaid expenses 2,154 .82 1,420 .53 Income taxes receivable 5,877 2.24 6,549 2.43 _______ _______ _______ _______ Deferred income taxes 2,045 .78 2,045 .76 Total current assets 123,535 47.02 128,942 47.86 Property and equipment: Land 15,193 5.78 13,312 4.94 Buildings and improvements 57,016 21.70 56,632 21.02 Fixtures and equipment 220,844 84.06 220,903 81.99 Construction in progress 5,100 1.94 2,649 .99 _______ _______ _______ _______ 298,153 113.48 293,496 108.94 Less accumulated depreciation and amortization -161,281 -61.38 -155,411 -57.69 _______ _______ _______ _______ Net property and equipment 136,872 52.10 138,085 51.25 Other assets 2,338 .88 2,385 .89 Total assets 262,745 100.00 269,412 100.00 ======= ======= ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY ____________________________________ Current liabilites: Notes payable 32,000 12.18 30,000 11.14 Current portion of obligations under capital leases 665 .25 665 .25 Current portion of long-term debt 3,760 1.43 3,760 1.40 Current portion of guaranteed ESOP debt 2,000 .76 2,000 .74 Current portion of restructure obligation 6,364 2.42 6,364 2.36 Accounts payable 40,791 15.53 45,063 16.73 Accrued expenses 19,919 7.58 18,170 6.73 _______ _______ _______ _______ Total current liabilities 105,499 40.15 106,022 39.35 Obligations under capital leases, excluding current portion 10,824 4.12 11,147 4.14 Long-term debt, excluding current portion 12,719 4.84 14,598 5.42 Restructure obligation, excluding current portion 15,897 6.06 19,219 7.13 Deferred income taxes 6,602 2.51 5,464 2.03 Other liabilities 2,664 1.01 2,920 1.08 _______ _______ _______ _______ Total liabilities 154,205 58.69 159,370 59.15 Stockholders' equity: Junior participating preferred stock of no par value-authorized 5,000,000 shares; no shares issued Common stock of $.01 par value - authorized 25,000,000 shares; issued 7,110,366 shares at December 30, 1995, and 7,108,781 shares at July 1, 1995 71 .03 71 .03 Additional paid-in capital 19,546 7.44 19,603 7.28 Retained earnings 91,125 34.68 92,637 34.38 _______ _______ _______ _______ 110,742 42.15 112,311 41.69 Less: Guaranteed ESOP debt -2,000 -.76 -2,000 -.74 Unamortized restricted stock awards -202 -.08 -269 -.10 _______ _______ _______ _______ Total stockholders' equity 108,540 41.31 110,042 40.85 Total liabilities and stockholders' equity 262,745 100.00 269,412 100.00 ======= ======= ======= =======
See accompanying notes to condensed financial statements. * Condensed from Balance Sheet included in the 1995 Annual Report. DELCHAMPS, INC. AND SUBSIDIARY Condensed Statements of Earnings - (In thousands except per share amounts) (Unaudited)
Thirteen Weeks Ended Twenty-six Weeks End ____________________ ____________________ December 30, 1995 December 31, 1994 December 30, 1995 December 31, 1994 __________________ _________________ _________________ _________________ Amount % Sales Amount % Sales Amount % Sales Amount % Sales _______ _______ _______ _______ _______ ________ _______ ________ Sales 277,053 100.00 260,452 100.00 561,742 100.00 526,657 100.00 Cost of sales 212,138 76.57 195,540 75.08 432,357 76.96 395,943 75.18 _______ ______ _______ ______ _______ ______ _______ ______ Gross Profit 64,915 23.43 64,912 24.92 129,385 23.04 130,714 24.82 Selling, general and administrative expenses 61,785 22.30 63,421 24.35 125,595 22.36 125,875 23.90 _______ ______ _______ ______ _______ ______ _______ ______ Operating income 3,130 1.13 1,491 .57 3,790 .68 4,839 .92 Interest expense, net 1,840 .66 1,289 .49 3,624 .65 2,408 .46 _______ ______ _______ ______ _______ ______ _______ ______ Earnings before income taxes 1,290 .47 202 .08 166 .03 2,431 .46 Income taxes 482 .18 34 .02 114 .02 788 .15 _______ ______ _______ ______ _______ ______ _______ ______ Net earnings 808 .29 168 .06 52 .01 1,643 .31 ======= ====== ======= ====== ======= ====== ======= ====== Net earnings per common share .11 .02 .01 .23 ======= ======= ======= ======= Weighted average number of common shares 7,109 7,114 7,109 7,114 ======= ======= ======= ======= Dividends declared per common share .11 .11 .22 .22 ======= ======= ======= =======
See accompanying notes to condensed financial statements. DELCHAMPS, INC. AND SUBSIDIARY Condensed Statements of Cash Flows - (In thousands) Increase (Decrease) In Cash and Cash Equivalents (Unaudited)
Thirteen Weeks Ended Twenty-six Weeks Ended ____________________ ______________________ 12/30/95 12/31/94 12/30/95 12/31/94 _________ ________ __________ ________ Cash flows from operating activites: Net earnings 808 168 52 1,643 Adjustments to reconcile net earnigns to net cash provided by operating activites: Depreciation and amortization 5,590 4,896 10,523 9,722 Loss reserve on closed stores -92 -30 -256 -58 Restricted stock award compensation expense 47 56 67 112 Restructure obligation -2,160 - 3,322 - (Increase) decrease in merchandise inventories -3,010 5,093 -941 5,055 Increase (decrease) in accounts payable and accrued expenses 3,041 -6,671 -2,522 -8,533 (Increase) decrease in income taxes receivable, net -279 -2,046 672 -77 Other, net 352 678 -2,048 -1,193 _______ _______ _______ _______ Net cash flows provided by operating activities 4,297 2,144 2,225 6,671 Cash flows from investing activities: Additions to property and equipment -5,755 -11,749 -10,324 -23,068 Proceeds from sale of property and equipment 1,526 41 1,629 221 _______ _______ _______ _______ Net cash used in investing activities -4,229 -11,708 -8,695 -22,847 Cash flows from financing activities: Proceeds from notes payable 2,000 370 2,000 8,400 Principal payments on obligations under capital leases -164 -474 -323 -933 Principal payments on long-term debt -940 -939 -1,880 -1,880 Dividends paid -782 -782 -1,564 -1,564 _______ _______ _______ _______ Net cash provided by (used in) financing activities 114 -1,825 -1,767 4,023 Net increase (decrease) in cash and cash equivalents 182 -11,389 -8,237 -12,153 Beginning of period cash and cash equivalents 7,487 14,614 15,906 15,378 _______ _______ _______ _______ End of period cash and cash equivalents 7,669 3,225 7,669 3,225 ======= ======= ======= ======= Supplemental Disclosures of Cash Flow Information: Cash paid for: Interest expenses 1,872 1,410 3,752 2,554 ======= ======= ======= ======= Income taxes 44 1,361 44 1,367 ======= ======= ======= =======
See accompanying notes to condensed financial statements. DELCHAMPS, INC. AND SUBSIDIARY Notes to Condensed Financial Statements (Unaudited) (A) Basis of Presentation The accompanying unaudited consolidated financial statements include the results of operations, account balances and cash flows of the Company and its wholly-owned subsidiary. All material intercompany balances have been eliminated. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments necessary to present fairly, in all material respects, the results of operations of the Company for the periods presented. The statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the accompanying notes included in the Company's 1995Annual Report. The balance sheet at July 1, 1995 has been taken from the audited financial statements at that date. Management's Discussion And Analysis Of Financial Condition And Results Of Operations RESULTS OF OPERATIONS Sales: Sales increased 6.37% for the thirteen- week period and 6.66% for the twenty-six week period, compared with corresponding periods last year. Sales for stores open during the current and prior year periods increased 7.00% for the thirteen-week period and 6.90% for the twenty-six week period. The increase in sales for both periods was primarily the result of positive customer response to the Company's "Strategy 2000" program which was implemented in April, 1995. This program included reduced retail prices on thousands of items, an increase in the amount of which coupons are doubled (from $.49 to $.50), and a new advertising campaign to promote these changes. At December 30, 1995, the Company operated 117 supermarkets and ten liquor stores compared with 122 supermarkets and twelve liquor stores at December 31, 1994. During the twenty-six week period, the Company opened one supermarket, opened one liquor store, renovated forty-two supermarkets, closed two supermarkets, and closed three liquor stores. Gross Profit: Gross profit as a percentage of sales decreased from 24.92% to 23.43% for the thirteen-week period and decreased from 24.82% to 23.04% for the twenty-six week period. The decreases for both periods were the result of reduced retail prices related to the "Strategy 2000" program noted above. Selling, General and Administration Expenses: Selling, general and administrative ("S G & A") expenses decreased $1.64 million and $.28 million for the thirteen and twenty-six week periods, respectively. The decreases for both periods were due to reductions in store wages (which resulted from improved labor scheduling) and reductions in store supply costs (which resulted from new training programs). The thirteen week period also included a reduction in advertising costs (which resulted from reduced electronic media advertising.) S G & A as a percentage of sales decreased from 24.35% to 22.30% for the thirteen-week period and decreased from 23.90% to 22.36% for the twenty-six week period. The decreases for both periods were the result of higher sales in the current periods combined with reduced expenses as noted above. Interest Expense, Net: Interest expense, net increased by $.55 million in the thirteen week period and by $1.22 million in the twenty-six week period. The increases for both periods result from interest expense related to restructuring charges (which the Company did not incur during last year's periods) and from increased levels of short-term indebtedness. Income Taxes: The effective rate for income taxes increased from 16.83% to 37.36% for the thirteen-week period and increased from 32.41% to 68.67% for the twenty-six week period. The effective rates increased in both periods because the targeted jobs tax credit expired and was not available during the current periods. The high effective rate for the current twenty-six week period was further impacted by the low level of pretax earnings combined with normal recurring non tax- deductible expenses. Management's Discussion And Analysis Of Financial Condition And Results Of Operations LIQUIDITY AND CAPITAL RESOURCES Cash flows generated by operating activities were $4.297 million for the thirteen week period and $2.225 million for the twenty-six week period. Last year's corresponding amounts were $2.144 million and $6.671 million for the thirteen and twenty-six week periods, respectively. Historically, the Company has funded working capital requirements, capital requirements, and other cash requirements primarily through cash flows from operations. However, if an insufficient amount of cash flows are generated, the Company may draw on a short-term revolving loan. The Company may borrow up to $75 million under the revolving loan of which $43 million is available for future use. The revolving loan expires June, 1998. Cash used in investing activities was $4.229 million and $8.695 million for the current thirteen and twenty-six week periods, respectively. Corresponding amounts from last year's periods were $11.708 million and $22.847 million for the thirteen and twenty- six week periods, respectively. The decrease in investing activities was because last year's periods included the purchase of seven supermarkets (with equipment) from the Kroger Co. The Company's investing activities include purchases of store equipment, distribution center equipment, and investments in new technology. Historically, store buildings are leased and are not included in investing activities. Cash provided by (used in) financing activities was $.114 million and ($1.767) million for the current thirteen and twenty- six week periods, respectively. Corresponding amounts from last year's periods were ($1.825) million and $4.023 million, respectively. The increase in cash provided in the thirteen week period was because of increased borrowing (as compared to last year) under the Company's revolving loan. The reduction in cash provided in the twenty-six week period was because of less borrowing (as compared to last year) under the Company's short-term borrowing facilities. At the end of the quarter ended December 30, 1995, the Company was in compliance with all financial covenants under the revolving loan agreement and its note payable agreement. PART II. OTHER INFORMATION Item 1. Legal Proceedings On August 10, 1995, a complaint was filed in the United States District Court for the Southern District of Alabama styled Amanda Williams and Kenneth O. McLaughlin, on Behalf of Themselves and all Other Similarly Situated v. Delchamps, Inc. The class action complaint alleges racially discriminatory practices in hiring and promoting. The relief sought includes compensatory damages, punitive damages and reinstatement of employment. On January 24, 1996, a complaint was filed in the United States District Court for the Southern district of Alabama styled Tracie Kennedy v. Delchamps, Inc. The class action complaint alleges gender and race discriminatory practices in hiring, promoting, compensation, termination, and other conditions of employment. The relief sought includes compensatory damages, punitive damages, reinstatement of employment with promotions and pay raises, and legal and other costs. The Company is also involved in various claims, administrative proceedings and other legal proceedings and other legal proceedings which arise from time to time in connection with the ordinary conduct of the Company's business. Item 5. Other Information On December 15, 1995, the Company entered into an Employment Agreement with David W. Morrow, Chairman of the Board and Chief Executive Officer. This agreement has been encluded in as an exhibit. Item 6. Exhibits and Reports on Form 8-K Reports on Form 8-K There were no reports on Form 8-K filed during the 13-weeks ended December 30, 1995. 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. Delchamps, Inc. _____________ Registrant Date: February 13, 1996 /s/David W. Morrow _____________________ David W. Morrow, Chairman of the Board and Chief Executive Officer Date: February 13, 1996 /s/Richard W. La Trace ______________________ Richard W. La Trace, President Date: February 13, 1996 /s/Timothy E. Kullman _____________________ Timothy E. Kullman, Senior Vice President, Chief Financial Officer, Treasurer and Secretary EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") dated as of December 13, 1995 is by and between Delchamps, Inc. (the "Company"), and David W. Morrow ("Mr. Morrow"). The parties hereto agree as follows: 1. Employment, Capacity and Duties. (a) The Company hereby employs Mr. Morrow, and Mr. Morrow agrees to be employed by the Company, upon the terms and conditions provided herein. During the Employment Term (as defined in paragraph 2 below) Mr. Morrow shall be employed as Chairman of the Board and Chief Executive Officer of the Company. In such capacities, Mr. Morrow's primary duties and responsibilities shall be those set forth in the Company's by-laws, those assigned from time to time by the Company's Board of Directors (the "Board") and those customarily associated with such positions. (b) In performing his duties as Chief Executive Officer of the Company, Mr. Morrow shall devote his full time, attention, energies and business efforts to the Company; provided, however, this Section 1(b) shall not prohibit Mr. Morrow from (i) being a passive investor in such form or manner as shall not conflict with his obligations under this Agreement or (ii) serving as a director or trustee of any civic, cultural, charitable or religious organization or group, or of any business organization that does not compete with the Company, including any supermarket operator that does not operate in the same geographic area as the Company, provided that such service does not unduly interfere with his duties under this Agreement. 2. Employment Term. Mr. Morrow's employment under this Agreement shall commence on January 1, 1996 and shall end at the close of business on December 31, 1996 (the "Employment Term"). This Agreement may be terminated earlier as provided in Section 5 of this Agreement. 3. Compensation and Other Benefits. (a) For all services to be rendered by Mr. Morrow to the Company in any capacity under this Agreement, the Company shall pay Mr. Morrow the compensation and benefits described below: (i) For the period from January 1, 1996 through June 30, 1996, the Company shall pay Mr. Morrow a salary of $10,000 per week. For the period from July 1, 1996 through December 31, 1996, the Company shall pay Mr. Morrow a weekly amount equal to the quotient of $400,000 divided by 52 weeks, or $7,692.31. (ii) Mr. Morrow shall be eligible to receive a cash bonus for the Company's fiscal year ending June 29, 1997 under the Company's annual incentive award program. (iii) The Company shall provide Mr. Morrow with benefits under the Company's vacation policy, longevity bonus plan, dental and medical benefits programs, group term life insurance, ESOP, incentive compensation plan, Profit Sharing Plan and any accident or disability plan on the same basis and subject to the same eligibility and other requirements and limitations as may be applicable to other employees of the Company. (iv) Pursuant to the Company's 1993 Stock Incentive Plan (the "Plan"), the Compensation Committee of the Board of Directors has granted Mr. Morrow an option to purchase 100,000 shares of the Company's common stock at an exercise price of $18.875, the closing price of the stock on December 13, 1995, the date of the grant of the option, at any time up to and including December 13, 2000, which is five years after the date of the grant. (v) Mr. Morrow shall have the use of an automobile at the Company's expense. (b) During the Employment Term, Mr. Morrow shall not be entitled to receive directors' fees or to participate in the Company's Director Compensation Plan. (c) Payment to Mr. Morrow of all compensation hereunder shall be at such times and in accordance with such payroll practices as are followed by the Company for its other executive employees. (d) Mr. Morrow agrees that the Company has the right to withhold, from the amounts payable under Section 3 of this Agreement, all amounts required to be withheld under applicable income and/or employment tax laws, or as otherwise stated in documents granting rights that are affected by this Agreement. (e) To the extent permitted by applicable law, the Company shall take all reasonable steps to ensure that Mr. Morrow is not, by reason of a sale of the Company, deprived of the economic value (including any value attributable to the sale transaction) of (i) any options to acquire Common Stock of the Company or (ii) any Common Stock of the Company beneficially owned by Mr. Morrow. 4. Reimbursement for Expenses. Mr. Morrow shall be entitled to reimbursement for reasonable expenses incurred by him in connection with his maintaining a temporary residence in Mobile, Alabama and for ordinary and necessary business expenses incurred by him from time to time on behalf of the Company in the performance of his duties hereunder. In addition, the Company will reimburse Mr. Morrow for the reasonable costs of travel between Mobile, Alabama and San Juan, Puerto Rico and Gooding, Idaho (his principal residences) incurred by him and his wife. However, Mr. Morrow shall not be entitled to reimbursement for any expense unless he has properly accounted for it to the extent necessary to substantiate the Company's federal income tax deduction for such expense. 5. Termination. (a) This Agreement shall terminate upon the expiration of the expiration of the Employment Term or upon Mr. Morrow's death. (b) Additionally, the Company may terminate this Agreement immediately upon the occurrence of any of the following: (i) In the good faith opinion of the Board, Mr. Morrow has engaged in improper or unethical conduct that would seriously impair Mr. Morrow's ability to perform his duties hereunder or would impair the business reputation of the Company; (ii) In the good faith opinion of the Board, Mr. Morrow has committed an act, or omitted to take action, in bad faith and to the material detriment of the Company; or (iii) Mr. Morrow has committed any material breach of any of the provisions of this Agreement, if such breach is not cured within ten days after written notice thereof to Mr. Morrow by the Company. 6. Effect of Termination or Removal from Office. If this Agreement is terminated for any of the reasons set forth in Section 5 of this Agreement, then the Company shall have no further obligations to Mr. Morrow under this Agreement. Mr. Morrow acknowledges that he holds his office as Chairman of the Board and Chief Executive Officer at the pleasure of the Board. If he is removed from office by the Board prior to the expiration of the Employment Term, other than pursuant to Section 5, then the only obligation that the Company shall have to him shall be to pay to him the salary described in paragraph 3(a)(i) of this Agreement until the termination of this Agreement on December 31, 1996. 7. Representations and Warranties of Mr. Morrow. Mr. Morrow represents and warrants to the Company that he is under no contractual or other restriction or obligation compliance with which is inconsistent with the execution of this Agreement or the performance of his obligations hereunder. 8. Notice. All notices hereunder must be in writing and shall be deemed to have been duly given upon receipt of hand delivery, delivery by overnight carrier, delivery by certified or registered mail, return receipt requested, or telecopy transmission with confirmation of receipt: (a) If to the Company, to: Delchamps, Inc. 305 Delchamps Drive P. O. Box 1668 Mobile, AL 36633-1668 Attention: Timothy E. Kullman (b) If to Mr. Morrow, to: David W. Morrow 9. Further Assurances. The Company and Mr. Morrow agree to execute any additional documents or take such other actions as are necessary and proper to effectuate the terms of this Agreement. 10. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, personal representatives and assigns. 11. Entire Agreement. This Agreement represents the entire agreement between the parties hereto concerning the subject matter hereof. 12. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Alabama. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. DELCHAMPS, INC. By: __________________________________ William W. Crawford Chairman, Compensation Committee of the Board of the Directors __________________________________ David W. Morrow EX-27 2
5 6-MOS JUL-01-1995 DEC-30-1995 7,669,000 0 11,041,000 0 94,749,000 123,535,000 298,153,000 (161,281,000) 262,745,000 105,499,000 23,543,000 71,000 0 0 108,469,000 262,745,000 277,053,000 277,053,000 212,138,000 64,915,000 0 0 1,840,000 1,290,000 482,000 0 0 0 0 808,000 .11 0
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