-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, KTRZt+IdsAeO0U0b9lQ6/y2P1WjdwY/FXXhiauePryGO2xI8mckB3Ri7J/0UC07U Pfv8CJ/0fXaqnnbVvGB2wg== 0000898430-95-001180.txt : 199506290000898430-95-001180.hdr.sgml : 19950629 ACCESSION NUMBER: 0000898430-95-001180 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950628 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROADWAY STORES INC CENTRAL INDEX KEY: 0000750217 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 940457907 STATE OF INCORPORATION: DE FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08765 FILM NUMBER: 95550056 BUSINESS ADDRESS: STREET 1: 3880 N MISSION RD CITY: LOS ANGELES STATE: CA ZIP: 90031 BUSINESS PHONE: 2132272000 FORMER COMPANY: FORMER CONFORMED NAME: CARTER HAWLEY HALE STORES INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: EMPORIUM CAPEWELL CO DATE OF NAME CHANGE: 19910827 FORMER COMPANY: FORMER CONFORMED NAME: BROADWAY HALE STORES INC DATE OF NAME CHANGE: 19910827 11-K 1 FORM 11-K DATED 12/31/94 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1994. Commission file number 1-8765 BROADWAY STORES INC. 401(K) SAVINGS & INVESTMENT PLAN (Full title of the Plan) BROADWAY STORES, INC. (Exact name of issuer of securities held) 3880 North Mission Road Los Angeles, California 90031 (Address of issuer of securities held pursuant to the plan) ================================================================================ BROADWAY STORES INC. 401(K) SAVINGS & INVESTMENT PLAN INDEX
Page ---- Report of Independent Accountants 1 Financial Statements: Statement of Net Assets Available for Benefits, with Fund Information 2 Statement of Changes in Net Assets Available for Benefits, with Fund Information 3 Notes to Financial Statements 4 Supplementary Financial Schedules: Schedule I - Schedule of Assets Held for Investment at December 31, 1994 8 Schedule V - Schedule of Reportable Transactions for the Year Ended December 31, 1994 9 Signature 10 Index to Exhibits 11
Report of Independent Accountants --------------------------------- To the Participants of the Broadway Stores Inc. 401(k) Savings & Investment Plan and the Employee Benefits Administrative Committee of Broadway Stores, Inc. In our opinion, the accompanying Statements of Net Assets Available for Benefits, with Fund Information, and the related Statements of Changes in Net Assets Available for Benefits, with Fund Information, present fairly, in all material respects, the net assets available for benefits of the Broadway Stores Inc. 401(k) Savings & Investment Plan (formerly the Carter Hawley Hale Savings and Investment Plan) at December 31, 1994 and 1993, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in schedules I and V is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by the Employee Retirement Income Security Act of 1974 as amended. The Fund Information in the Statement of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and the changes in net assets available for benefits of each fund. Schedules I and V and the Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. PRICE WATERHOUSE LLP Los Angeles, California June 23, 1995 1 BROADWAY STORES INC. 401(K) SAVINGS & INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1994 MONEY BROADWAY BROADWAY NMG - ----------------- MARKET BOND EQUITY COMMON PREFERRED COMMON ASSETS FUND FUND FUND STOCK STOCK STOCK TOTAL ------ ------------- ------------ ------------- ---------- ------------ ------------ ------------- Cash and cash equivalents $ $ $ $ 6,798 $ 7,906 $ 28,072 $ 42,776 Investments, at market value 22,141,380 2,575,961 4,434,266 3,884,545 1,005,699 4,832,055 38,873,906 Company contribution receivable 507,002 507,002 Participant contributions and other miscellaneous receivables 33 1,361 77 1,471 ------------- ------------ ------------ ------------ ------------ ------------ ------------- Total assets 22,141,380 2,575,961 4,434,266 4,398,378 1,014,966 4,860,204 39,425,155 LIABILITIES AND PLAN EQUITY --------------------------- Trustee and management fees payable (8,399) (886) (1,797) (11,082) ------------- ------------ ------------ ------------ ------------ ------------ ------------- Net assets available for benefits for approximately 6,700 participants $ 22,132,981 $ 2,575,075 $ 4,432,469 $ 4,398,378 $ 1,014,966 $ 4,860,204 $ 39,414,073 ============= ============ ============ ============ ============ ============ =============
DECEMBER 31, 1993 MONEY BROADWAY BROADWAY NMG - ----------------- MARKET BOND EQUITY COMMON PREFERRED COMMON ASSETS FUND FUND FUND STOCK STOCK STOCK TOTAL ------ ------------- ------------ ------------ ------------- ------------ ------------ ------------- Cash and cash equivalents $ $ $ $ 2,704 $ 885 $ 80 $ 3,669 Investments, at market value 24,983,655 2,487,530 3,762,892 5,615,194 2,251,828 8,538,956 47,640,055 Company contribution receivable 412,248 412,248 Participant contributions and other miscellaneous receivables 0 ------------- ------------ ------------ ------------- ------------ ------------ ------------- Total assets 24,983,655 2,487,530 3,762,892 6,030,146 2,252,713 8,539,036 48,055,972 LIABILITIES AND PLAN EQUITY --------------------------- Trustee and management fees payable 0 ------------- ------------ ------------ ------------- ------------ ------------ ------------- Net assets available for benefits for approximately 7,600 participants $ 24,983,655 $ 2,487,530 $ 3,762,892 $ 6,030,146 $ 2,252,713 $ 8,539,036 $ 48,055,972 ============= ============ ============ ============= ============ ============ =============
See Accompanying Notes to Financial Statements. 2 BROADWAY STORES INC. 401(K) SAVINGS & INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1994 MONEY BROADWAY BROADWAY - ---------------------------- MARKET BOND EQUITY COMMON PREFERRED ADDITIONS FUND FUND FUND STOCK STOCK -------------- ------------- ------------- ------------- -------------- Income Net appreciation (depreciation) in value $ 989,779 $ (76,571) $ 37,272 $ (997,090) $ (928,113) Dividends -------------- ------------- ------------- ------------- -------------- 989,779 (76,571) 37,272 (997,090) (928,113) -------------- ------------- ------------- ------------- -------------- Contributions Participants 1,128,715 562,741 1,199,057 159,178 Broadway Stores, Inc. 507,002 -------------- ------------- ------------- ------------- -------------- 1,128,715 562,741 1,199,057 666,180 -------------- ------------- ------------- ------------- -------------- Total Additions 2,118,494 486,170 1,236,329 (330,910) (928,113) -------------- ------------- ------------- ------------- -------------- DEDUCTIONS Distributions (6,040,296) (359,173) (716,211) (798,941) (167,959) Transfers between funds 1,071,128 (39,452) 149,459 (501,917) (141,675) -------------- ------------- ------------- ------------- -------------- Total deductions (4,969,168) (398,625) (566,752) (1,300,858) (309,634) -------------- ------------- ------------- ------------- -------------- Net increase (decrease) in assets available for benefits (2,850,674) 87,545 669,577 (1,631,768) (1,237,747) Net assets available for benefits at beginning of year 24,983,655 2,487,530 3,762,892 6,030,146 2,252,713 -------------- ------------- ------------- ------------- -------------- Net assets available for benefits at end of year $ 22,132,981 $ 2,575,075 $ 4,432,469 $ 4,398,378 $ 1,014,966 ============== ============= ============= ============= ============== YEAR ENDED DECEMBER 31, 1994 NMG - ---------------------------- COMMON ADDITIONS STOCK TOTAL --------------- --------------- Income Net appreciation (depreciation) in value $ (2,293,403) $ (3,268,126) Dividends 82,406 82,406 --------------- --------------- (2,210,997) (3,185,720) --------------- --------------- Contributions Participants 3,049,691 Broadway Stores, Inc. 507,002 --------------- --------------- 3,556,693 --------------- --------------- Total Additions (2,210,997) 370,973 --------------- --------------- DEDUCTIONS Distributions (930,292) (9,012,872) Transfers between funds (537,543) --------------- --------------- Total deductions (1,467,835) (9,012,872) --------------- --------------- Net increase (decrease) in assets available for benefits (3,678,832) (8,641,899) Net assets available for benefits at beginning of year 8,539,036 48,055,972 --------------- --------------- Net assets available for benefits at end of year $ 4,860,204 $ 39,414,073 =============== ===============
YEAR ENDED DECEMBER 31, 1993 MONEY BROADWAY - ---------------------------- MARKET BOND EQUITY COMMON ADDITIONS FUND FUND FUND STOCK --------------- --------------- --------------- ------------- Income Net appreciation (depreciation) in value $ 1,127,602 $ 94,063 $ 183,456 $ 761,220 Dividends --------------- --------------- --------------- ------------- 1,127,602 94,063 183,456 761,220 --------------- --------------- --------------- ------------- Contributions Participants 1,536,936 514,641 984,503 132,326 Broadway Stores, Inc. 412,248 --------------- --------------- --------------- ------------- 1,536,936 514,641 984,503 544,574 --------------- --------------- --------------- ------------- Total Additions 2,664,538 608,704 1,167,959 1,305,794 --------------- --------------- --------------- ------------- DEDUCTIONS Distributions (6,329,067) (105,446) (136,399) (1,379,535) Transfers between funds (4,050,618) 1,984,272 2,731,332 2,866 --------------- --------------- --------------- ------------- Total deductions (10,379,685) 1,878,826 2,594,933 (1,376,669) --------------- --------------- --------------- ------------- Net increase (decrease) in assets available for benefits (7,715,147) 2,487,530 3,762,892 (70,875) Net assets available for benefits at beginning of year 32,698,802 0 0 6,101,021 --------------- --------------- --------------- ------------- Net assets available for benefits at end of year $ 24,983,655 $ 2,487,530 $ 3,762,892 $ 6,030,146 =============== =============== =============== ============= YEAR ENDED DECEMBER 31, 1993 BROADWAY NMG - ---------------------------- PREFERRED COMMON ADDITIONS STOCK STOCK TOTAL --------------- -------------- -------------- Income Net appreciation (depreciation) in value $ 670,421 $ (195,818) $ 2,640,944 Dividends 109,202 109,202 --------------- -------------- -------------- 670,421 (86,616) 2,750,146 Contributions --------------- -------------- -------------- Participants 3,168,406 Broadway Stores, Inc. 412,248 --------------- -------------- -------------- 3,580,654 --------------- -------------- -------------- Total Additions 670,421 (86,616) 6,330,800 --------------- -------------- -------------- DEDUCTIONS Distributions (444,264) (1,677,233) (10,071,944) Transfers between funds (113,830) (554,022) ---------------- --------------- --------------- Total deductions (558,094) (2,231,255) (10,071,944) ---------------- --------------- --------------- Net increase (decrease) in assets available for benefits 112,327 (2,317,871) (3,741,144) Net assets available for benefits at beginning of year 2,140,386 10,856,907 51,797,116 ---------------- --------------- --------------- Net assets available for benefits at end of year $ 2,252,713 $ 8,539,036 $ 48,055,972 ================ =============== ===============
See Accompanying Notes to Financial Statements 3 BROADWAY STORES INC. 401(K) SAVINGS & INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS DESCRIPTION OF THE PLAN The following description of the Broadway Stores Inc. 401(k) Savings & Investment Plan (the "Plan") is provided for general information purposes only. Participants should refer to the Plan agreement (the "Agreement") for more complete information. General The Plan is a defined contribution plan administered by the Employee Benefits Administrative Committee (the "Committee") of Broadway Stores, Inc. (the "Company"), formerly known as Carter Hawley Hale Stores, Inc. On February 9, 1993, the Board of Directors of the Company adopted the Plan, as amended and restated. The Plan, as amended and restated, reestablished Company matching contributions, created additional investment options, and enabled participants to direct their own investment allocations and monitor their accounts by using a telephone information and transaction system. Effective June 17, 1994, the Plan was further amended to change the Plan name to the Broadway Stores Inc. 401(k) Savings & Investment Plan and to adopt certain other detailed amendments required under the Internal Revenue Code. Prior to the restatement, the Plan was known as the "Carter Hawley Hale Savings and Investment Plan". Trustee for Plan Assets In March 1993, the Plan appointed Bankers Trust Company as the trustee for plan assets. During 1993 all assets were transferred to Bankers Trust Company from the former trustee, Bank of America N.T. and S.A. Plan Investments Prior to March 1993, employee contributions were being invested entirely in a limited risk investment fund. Plan investments also included shares of Company common stock as a result of Company and participant investments made prior to February 1991, shares of Company preferred stock issued in connection with the Company's emergence from bankruptcy in October 1992 and shares of common stock of The Neiman Marcus Group, Inc. ("NMG") as a result of a distribution received in connection with the Company's restructuring which was completed in 1987. Commencing March 1993, investment choices became participant directed and were broadened to include money market, bond, and equity funds together with an option to invest in shares of Company common stock. No recommendation is made by the Company, the Committee, or the Trustee as to whether employees should make contributions under the Plan or invest contributions in any of the investment choices provided. No additional investments may be made in shares of the Company preferred stock or Neiman Marcus common stock. The money market fund invests in highly liquid, short maturity, and high credit quality securities. The bond fund invests principally in fixed income securities included in the Lehman Brothers Aggregate Bond Index. The equity fund invests principally in common stocks of those companies included in the Standard & Poor's 500 Stock Price Index. Company Contributions Subsequent to filing for bankruptcy in February of 1991, the Company matching contributions had been suspended. The Company emerged from bankruptcy in October 1992 and, effective April 1, 1993, Company matching contributions resumed at a rate of 25% of the participant's pretax contributions up to 6% of compensation earned on or after April 1, 1993 (subject to limitations for certain highly compensated employees). Company matching contributions are made in the form 4 of newly issued shares of Company common stock at an issue price calculated as the average of the New York Stock Exchange daily closing prices for the Company stock during the last ten trading days in December and the first ten trading days in January. Matching contributions will only be made if the participant is employed by the Company and eligible to participate in the Plan on December 31 of the applicable year. Eligibility Requirements Employees are eligible to participate in the Plan if they have 1,000 hours or more of service with the Company either during their first 12 months of employment or during any Plan year commencing after their initial date of employment with the Company. Employee Contributions Within limits set out in Section 401(k) of the Internal Revenue Code (the "Code"), as amended in 1986, participants may elect to contribute between two and twelve percent of their pre-tax compensation; provided, however, that if the employee is a highly compensated employee for purposes of Section 414(q) of the Code, contribution rates are limited to between two and six percent of pre-tax compensation. The Plan provides for participants to change the rate of contribution, suspend contributions or resume contributions effective as of the first paydate in the month following the election. Participants' contributions and earnings thereon are fully vested at all times; however, certain withdrawal restrictions apply under the Code to contributions of participants continuing in the service of the Company. Expenses of the Plan Each month, the Plan is charged a portion of the direct expenses relating to investment management, trustee, and administrative costs. The money market, bond and equity funds are directly charged for expenses at fixed monthly rates of .0375%, .0350% and .0417%, respectively, based on the fund's month end balance. In 1994 and 1993, plan earnings were reduced by $114,738 and $120,771 respectively for these expenses. Costs in excess of these charges are borne by the Company. Plan Termination The Company has not expressed an intent to terminate the Plan as it may subject to Plan provisions. No amendment or termination of the Plan, however, shall allow any part of the funds held by the trustee to return to the Company or to be used for any purpose other than for exclusive benefit of the participants. BASIS OF FINANCIAL STATEMENT PREPARATION The accompanying financial statements are prepared on the accrual basis of accounting. The money market, bond, and equity funds are valued at fair market value at the end of each business day by the investment manager. The investment in shares of common stock of the Company and in shares of NMG are valued at market based upon the closing New York Stock Exchange composite price at the Plan year end. The investment in Company preferred stock is convertible into warrants to purchase Company common stock and is valued at market based upon the price of the warrants at Plan year end. The change in the difference between beginning and end of period cost and market value of Plan investments is presented in the Statement of Changes in Net Assets Available for Benefits, with Fund Information, as net appreciation (depreciation) in value. OBLIGATIONS TO WITHDRAWING PARTICIPANTS Net assets available for benefits include $1,171,099 and $1,589,961 for amounts owing to withdrawing participants as of December 31, 1994 and 1993, respectively. These 5 amounts are reflected as liabilities on the Plan's Form 5500. COMPANY CONTRIBUTION RECEIVABLE The December 31, 1994 and 1993 Company contributions receivable of $507,002 and $412,248, represent 1994 and 1993 plan year Company matching contributions to be made to the Trust in the form of 69,691 and 44,298 newly issued shares of common stock of the Company with a cost basis of $7.275 and $9.30625 per share, respectively. ASSETS HELD FOR INVESTMENT Assets held for investment are shown at current value on the Statement of Net Assets Available for Benefits. The cost basis of the investments are as follows:
Cost Basis At --------------------------- December 31, December 31, 1994 1993 -------- -------- Money market fund $ 22,141,380 $ 24,983,655 Bond fund 2,558,348 2,392,200 Equity fund 4,222,110 3,573,857 Company common stock 33,507,513 41,247,743 Company preferred stock 3,257,146 3,979,181 Neiman Marcus common stock 4,687,228 5,910,963
TAX STATUS OF THE PLAN The Internal Revenue Service has determined and informed the Company by a letter, including amendments effective July 1, 1987, that the Plan and related trust are designed in accordance with applicable sections of the Code. The plan has been amended since receiving the determination letter. However, the plan administrator and the plan's tax counsel believe that the plan is designed and is currently being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes has been included in the plan's financial statements. CHANGE IN MARKET VALUE OF PLAN INVESTMENT IN COMPANY AND NEIMAN MARCUS GROUP SHARES The net market value of the December 31, 1994 Plan investment in Company and Neiman Marcus Group shares of common and Company preferred stock changed during the period January 1, 1995 to June 23, 1995 as follows:
Market Value At ------------------------- Number of December 31, June 23, Shares 1994 1995 Change ----------- ------------ ------------ ------------- Company Common Stock 526,718 $ 3,884,545 $ 2,501,910 $ (1,382,635) Company Preferred Stock 473,270 1,005,699 177,476 (828,223) Neiman Marcus Group 357,930 4,832,055 4,921,537 89,482 ----------- ----------- ------------ $ 9,722,299 $ 7,600,923 $ (2,121,376) =========== =========== ============
6 SUPPLEMENTARY FINANCIAL SCHEDULES The information included in the accompanying Schedules I and V has been prepared as of and for the year ended December 31, 1994 as required by the Employee Retirement Income Security Act of 1974 as amended. Schedules not included in this supplementary information have been omitted because they are not applicable. 7 SCHEDULE I BROADWAY STORES INC. 401(K) SAVINGS & INVESTMENT PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1994
Market Units Shares/Description Cost Value --------- ------------------------------- -------------- --------------- Money Market Fund of Broadway Stores, Inc. 22,141,380 22,141,380 Bond Fund of Broadway Stores, Inc. 2,558,348 2,575,961 Equity Fund of Broadway Stores, Inc. 4,222,110 4,434,266 526,718 Common Stock of Broadway Stores, Inc. 33,507,513 3,884,545 473,270 Preferred Stock of Broadway Stores, Inc. 3,257,146 1,005,699 357,930 Common Stock of Neiman Marcus Group, Inc. 4,687,228 4,832,055 ------------- ------------ 70,373,725 38,873,906 ============= ============
8 SCHEDULE V BROADWAY STORES INC. 401(K) SAVINGS & INVESTMENT PLAN SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1994
CURRENT VALUE IDENTITY OF OF ASSET PARTY NUMBER OF NUMBER OF COST OF ON DATE OF NET GAIN INVOLVED DESCRIPTION OF ASSET PURCHASES SALES ASSET TRANSACTION OR (LOSS) - ------------------------------------------------------ ---------- --------- ---------- -------------- -------------- Bankers Trust Company Purchases of units of Bankers of California, N.A. Co., N.A. Discretionary Cash Fund 275 $3,846,011 $3,846,011 $0 Bankers Trust Company Sales of units of Bankers of California, N.A. Co., N.A. Discretionary Cash Fund 143 $6,651,659 $6,651,659 $0 Bankers Trust Company Purchases of units of Bankers of California, N.A. Co., N.A. Equity Fund 102 $1,586,973 $1,586,973 $0 Bankers Trust Company Sales of units of Bankers of California, N.A. Co., N.A. Equity Fund 59 $938,732 $965,441 $26,709 Broadway Stores, Inc. Purchases of shares of common stock 29 $95,061 $95,061 $0 Broadway Stores, Inc. Sales of shares of common stock 165 $4,097,415 $468,085 ($3,629,330)
9 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Employee Benefits Administrative Committee of the registrant has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. BROADWAY STORES INC 401(K) SAVINGS & INVESTMENT PLAN June 23, 1995 By /s/ JOHN D. DAVIES ------------------------------------------------ John D. Davies Vice President, Accounting 10 BROADWAY STORES INC. 401(K) SAVINGS & INVESTMENT PLAN INDEX TO EXHIBITS Exhibit No. Description --------- ----------- 23.1* Consent of Price Waterhouse LLP * Exhibit filed with this Form 11-K 11 EX-23.1 2 PRICE WATERHOUSE CONSENT EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-58478) of Broadway Stores, Inc. of our report dated June 23, 1995 appearing on page 1 of this Form 11-K. Price Waterhouse LLP Los Angeles, California June 23, 1995 -----END PRIVACY-ENHANCED MESSAGE-----