-----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, CM61m2xHoS+GbuNbHmOZC8YmPyduVLbJTIezFETJvmJzX2AOl1/OR8Pco1KxzsZE 5Deii+EaYUNKX03RfgWcKQ== 0000950152-98-007268.txt : 19980902 0000950152-98-007268.hdr.sgml : 19980902 ACCESSION NUMBER: 0000950152-98-007268 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980801 FILED AS OF DATE: 19980901 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLE NATIONAL CORP /DE/ CENTRAL INDEX KEY: 0000769644 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 341453189 STATE OF INCORPORATION: DE FISCAL YEAR END: 0203 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-12814 FILM NUMBER: 98702551 BUSINESS ADDRESS: STREET 1: 5915 LANDERBROOK DR CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 BUSINESS PHONE: 2164494100 MAIL ADDRESS: STREET 1: 5915 LANDERBROOK DRIVE STREET 2: SUITE 300 CITY: CLEVELAND STATE: OH ZIP: 44124 FORMER COMPANY: FORMER CONFORMED NAME: CNC HOLDING CORP/DE DATE OF NAME CHANGE: 19920703 10-Q 1 COLE NATIONAL CORPORATION 1 - CONTROL COPY - - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------ - - SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange - --- Act of 1934 For the quarterly period ended August 1, 1998, 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 number 1-12814 COLE NATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 34-1453189 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 5915 Landerbrook Drive Mayfield Heights, Ohio 44124 (Address of principal executive offices) (Zip code) (440) 449-4100 (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. X YES NO --- --- As of August 26, 1998, 14,838,428 shares of the registrant's common stock were outstanding. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 - -------------------------------------------------------------------------------- COLE NATIONAL CORPORATION AND SUBSIDIARIES FORM 10-Q QUARTER ENDED AUGUST 1, 1998 INDEX
Page No. PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets as of August 1, 1998 and January 31, 1998...................................................................... 1 Consolidated Statements of Operations for the 13 and 26 weeks ended August 1, 1998 and August 2, 1997................................................ 2 Consolidated Statements of Cash Flows for the 26 weeks ended August 1, 1998 and August 2, 1997................................................ 3 Notes to Consolidated Financial Statements................................ 4 - 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..................................................... 6 - 9 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders....................... 10 Item 6. Exhibits and Reports on Form 8-K.......................................... 11
- -------------------------------------------------------------------------------- 3 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS COLE NATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (DOLLARS IN THOUSANDS)
August 1, January 31, 1998 1998 ------------- -------------- Assets - ------ Current assets: Cash and temporary cash investments $ 34,152 $ 68,053 Accounts receivable, less allowance for doubtful accounts of $6,357 in 1998 and $4,334 in 1997 56,833 52,030 Current portion of notes receivable 3,402 4,177 Refundable income taxes 8,911 9,520 Inventories 126,485 119,970 Prepaid expenses and other 11,459 9,195 Deferred income tax benefits 21,534 21,534 ------------ ------------ Total current assets 262,776 284,479 Property and equipment, at cost 263,289 242,966 Less-accumulated depreciation and amortization (125,279) (115,162) ------------ ------------ Total property and equipment, net 138,010 127,804 Other assets: Notes receivable, excluding current portion 33,689 25,783 Deferred income taxes and other 65,036 54,241 Intangible assets, net 158,612 159,077 ------------ ------------ Total assets $ 658,123 $ 651,384 ============ ============ Liabilities and Stockholders' Equity - ------------------------------------ Current liabilities: Current portion of long-term debt $ 16,071 $ 16,027 Accounts payable 53,905 71,867 Accrued interest 6,822 6,615 Accrued liabilities 113,391 115,838 Accrued income taxes 10,438 957 ------------ ------------ Total current liabilities 200,627 211,304 Long-term debt, net of discount and current portion 276,773 277,401 Other long-term liabilities 30,664 30,664 Stockholders' equity 150,059 132,015 ------------ ------------ Total liabilities and stockholders' equity $ 658,123 $ 651,384 ============ ============
The accompanying notes to consolidated financial statements are an integral part of these consolidated balance sheets. - 1 - 4 COLE NATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
13 Weeks Ended 26 Weeks Ended ------------------------ ------------------------ August 1, August 2, August 1, August 2, 1998 1997 1998 1997 ---------- ---------- ---------- ---------- Net revenue $ 267,611 $ 242,163 $ 539,439 $ 481,849 Costs and expenses: Cost of goods sold 89,132 81,162 179,421 163,574 Operating expenses 147,721 133,505 304,039 269,546 Depreciation and amortization 8,091 7,026 16,489 14,486 ---------- ---------- ---------- ---------- Total costs and expenses 244,944 221,693 499,949 447,606 Operating income 22,667 20,470 39,490 34,243 Other (income) expense: Interest expense 6,868 8,528 13,785 16,924 Interest income and other (635) (634) (1,265) (1,247) ---------- ---------- ---------- ---------- Total other (income) expense 6,233 7,894 12,520 15,677 Income from continuing operations before income taxes 16,434 12,576 26,970 18,566 Income tax provision 6,634 5,348 11,058 7,984 ---------- ---------- ---------- ---------- Income from continuing operations 9,800 7,228 15,912 10,582 Operating income (loss) from discontinued operations, net of income taxes -- 130 -- (776) ---------- ---------- ---------- ---------- Net income $ 9,800 $ 7,358 $ 15,912 $ 9,806 ========== ========== ========== ========== Earnings (loss) per common share: Basic- Income from continuing operations $ 0.66 $ 0.58 $ 1.07 $ 0.87 Income (loss) from discontinued operations -- 0.01 -- (0.07) ---------- ---------- ---------- ---------- Net income $ 0.66 $ 0.59 $ 1.07 $ 0.80 ========== ========== ========== ========== Diluted- Income from continuing operations $ 0.64 $ 0.56 $ 1.04 $ 0.83 Income (loss) from discontinued operations -- 0.01 -- (0.06) ---------- ---------- ---------- ---------- Net income $ 0.64 $ 0.57 $ 1.04 $ 0.77 ========== ========== ========== ==========
The accompanying notes to consolidated financial statements are an integral part of these consolidated statements. - 2 - 5 COLE NATIONAL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (DOLLARS IN THOUSANDS)
26 Weeks Ended ---------------------------- August 1, August 2, 1998 1997 ------------ ------------ Cash flows from operating activities: Net income $ 15,912 $ 9,806 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization 16,489 14,486 Non-cash interest (473) 113 Change in assets and liabilities: Increase in accounts and notes receivable, prepaid expenses and other assets (5,580) (18,044) Increase in inventories (5,950) (10,806) Decrease in accounts payable, accrued liabilities and other liabilities (23,220) (14,068) Increase (decrease) in accrued interest 207 (1,826) Increase (decrease) in accrued income taxes 10,090 (11,268) ------------ ------------ Net cash provided (used) by operating activities 7,475 (31,607) ------------ ------------ Cash flows from investing activities: Purchases of property and equipment, net (22,563) (19,818) Systems development costs (10,150) (6,020) Investment in Pearle Europe, net (7,152) -- Acquisitions of businesses, net (2,923) -- Other, net 402 (460) ------------ ------------ Net cash used by investing activities (42,386) (26,298) ------------ ------------ Cash flows from financing activities: Repayment of long-term debt (682) (564) Proceeds from public offering, net -- 115,909 Proceeds from exercise of stock options and warrants 1,857 2,668 Other, net (165) (107) ------------ ------------ Net cash provided by financing activities 1,010 117,906 ------------ ------------ Cash and temporary cash investments: Net increase (decrease) during the period (33,901) 60,001 Balance, beginning of the period 68,053 73,141 ------------ ------------ Balance, end of the period $ 34,152 $ 133,142 ============ ============
The accompanying notes to consolidated financial statements are an integral part of these consolidated statements. - 3 - 6 COLE NATIONAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (1) BASIS OF PRESENTATION AND ACCOUNTING POLICIES The consolidated financial statements include the accounts of Cole National Corporation (CNC), its wholly owned subsidiaries, including Cole National Group, Inc. (CNG), and CNG's wholly owned subsidiaries (collectively, the "Company"). All significant intercompany transactions have been eliminated in consolidation. The accompanying consolidated financial statements have been prepared without audit and certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted, although the Company believes that the disclosures herein are adequate to make the information not misleading. Prior year financial statements have been restated to reflect the discontinued operations of Cole Gift Centers, Inc. (CGC) chain of personalized gift and greeting card departments located in host stores. At March 15, 1998, all CGC locations have been closed. Results for interim periods are not necessarily indicative of the results to be expected for the full year. These statements should be read in conjunction with the Company's consolidated financial statements for the fiscal year ended January 31, 1998. In the opinion of management, the accompanying financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the Company's financial position as of August 1, 1998 and the results of operations for the 13 and 26 weeks ended August 1, 1998 and August 2, 1997, and cashflows for the 26 weeks ended August 1, 1998 and August 2, 1997. Inventories The accompanying interim consolidated financial statements have been prepared without physical inventories. Cash Flows Net cash flows from operating activities reflect cash payments for income taxes and interest of $912,000 and $13,471,000, respectively, for the 26 weeks ended August 1, 1998, and $18,661,000 and $19,044,000, respectively, for the 26 weeks ended August 2, 1997. Earnings Per Share Earnings per share for the 13 and 26 weeks ended August 1, 1998 and August 2, 1997 have been calculated based on the following weighted average number of common shares and equivalents outstanding:
13 Weeks 26 Weeks ----------------------------- ------------------------------- August 1, August 2, August 1, August 2, 1998 1997 1998 1997 -------------- -------------- -------------- -------------- Basic 14,881,801 12,436,850 14,818,344 12,228,169 Diluted 15,344,539 12,963,978 15,310,805 12,722,546
- 4 - 7 (2) INVESTMENT IN PEARLE EUROPE B.V. In February 1998, the Company repaid a $3.2 million note payable to a subsidiary of Pearle Europe and invested an additional $7.2 million in the form of 8% shareholder loans to Pearle Europe in connection with Pearle Europe's acquisition of optical operations in Germany and Austria. In June 1998, Pearle Europe repaid to the Company a shareholder loan, including interest thereon, in the amount of $3.7 million. (3) NEW ACCOUNTING PRONOUNCEMENT Effective February 1, 1998, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income." This statement requires that the Company report the change in its equity during a period from non-owner sources. For the 13 and 26 weeks ended August 1, 1998 and August 2, 1997, components of other comprehensive income (loss) relate to foreign currency translation adjustments related to the Company's Canadian operations and investment in Pearle Europe. Total comprehensive income is as follows (000's omitted):
13 Weeks Ended 26 Weeks Ended ---------------------------- ---------------------------- August 1, August 2, August 1, August 2, 1998 1997 1998 1997 ------------ ------------ ------------ ------------ Net income $ 9,800 $ 7,358 $ 15,912 $ 9,806 Other comprehensive income (loss) (268) (449) (3) (909) ------------ ------------ ------------ ------------ Total comprehensive income $ 9,532 $ 6,909 $ 15,909 $ 8,897 ============ ============ ============ ============
(4) RECLASSIFICATIONS Certain 1997 amounts have been reclassified to conform with the 1998 presentation. - 5 - 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion of certain factors affecting the Company's results of continuing operations for the 13 and 26 week periods ended August 1, 1998 and August 2, 1997 (the Company's second quarter and first six months, respectively) and its liquidity and capital resources. This discussion should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this filing and the Company's audited financial statements for the fiscal year ended January 31, 1998 included in its annual report on Form 10-K. The Company's fiscal year ends on the Saturday closest to January 31. Fiscal years are identified according to the calendar year in which they begin. For example, the fiscal year ended January 31, 1998 is referred to as "fiscal 1997." RESULTS OF OPERATIONS Net revenue for the second quarter of fiscal 1998 increased 10.5% to $267.6 million from $242.2 million for the same period in fiscal 1997. Net revenue for the first six months of fiscal 1998 increased 12.0% to $539.4 million from $481.8 million for the same period in fiscal 1997. The increases in revenue were primarily attributable to the inclusion in fiscal 1998 of additional Cole Optical units, including the American Vision Centers, Inc. ("AVC") stores acquired in August 1997, consolidated comparable store sales increases of 3.6% for both the second quarter and the first six months of fiscal 1998, and the growth of managed vision care fees. At Cole Optical, second quarter comparable store sales increased 3.8% at Cole Vision and decreased 0.9% at Pearle. For the first six months, comparable store sales increased 4.2% and 0.4% at Cole Vision and Pearle, respectively. The Pearle comparable store sales were impacted by weaker than expected reception to both a new promotional offer in the first quarter and subsequent marketing efforts. At Things Remembered, the comparable store sales increases of 7.8% and 6.5% for the second quarter and first six months, respectively, reflected increased sales of additional personalization and clearance merchandise. At August 1, 1998, the Company had 2,848 specialty service retail locations, including 403 franchised locations, compared to 2,675 at August 2, 1997. Gross profit increased 10.9% to $178.5 million in the second quarter of fiscal 1998 from $161.0 million in the same period last year. For the first six months of fiscal 1998, gross profit increased 13.1% to $360.0 million from $318.3 million in the same period a year ago. The gross profit increases were primarily attributable to the increased revenue at Cole Optical and Things Remembered. Gross margins for the second quarter of fiscal 1998 and fiscal 1997 were 66.7% and 66.5%, respectively. For the first six months of fiscal 1998 and fiscal 1997, gross margins were 66.7% and 66.1%, respectively. Gross margins were favorably impacted by the growth in managed vision care fees and the sales mix of higher margin products at Cole Optical. Operating expenses increased 10.6% to $147.7 million in the second quarter of fiscal 1998 from $133.5 million in fiscal 1997, and as a percentage of revenue, operating expenses were nearly flat at 55.2% in fiscal 1998 versus 55.1% in fiscal 1997. For the first six months of fiscal 1998, operating - 6 - 9 expenses increased 12.8% to $304.0 million from $269.5 million in fiscal 1997, and as a percentage of revenue, operating expenses increased to 56.4% in fiscal 1998 from 55.9% in fiscal 1997. The leverage loss for the first six months was primarily a result of increased advertising expenditures at Pearle during the first quarter and increased expenses related to managed vision care fee growth, partially offset by leverage gains on payroll and store occupancy costs. Fiscal 1998 depreciation and amortization expense of $8.1 million in the second quarter and $16.5 million in the first six months was $1.1 million and $2.0 million more, respectively, than the same periods in fiscal 1997 reflecting the acquisition of AVC and an increase in capital expenditures. Operating income increased 10.7% to $22.7 million for the second quarter of fiscal 1998 from $20.5 million for the same period a year ago, and for the first six months of fiscal 1998, operating income increased 15.3% to $39.5 million from $34.2 million for the same period last year, primarily the result of the increase in net revenue. Interest expense decreased $1.7 million from the second quarter of fiscal 1997 to $6.9 million and decreased $3.1 million in the six months of fiscal 1998 to $13.8 million. The decreases were primarily attributable to the purchase and retirement of $150.9 million of 11-1/4% Senior Notes in connection with a tender offer in September 1997, partially offset by additional interest on $125.0 million of 8-5/8% Senior Subordinated Notes issued in August 1997. An income tax provision was recorded in the first six months of fiscal 1998 and fiscal 1997 using the Company's estimated annual effective tax rates of 41% and 43%, respectively. The reduction in the rate primarily reflects the estimated impact of non-deductible amortization of goodwill in both years. Net income increased to $9.8 million for the second quarter of fiscal 1998 from $7.4 million for the same period in fiscal 1997. For the first six months of fiscal 1998, net income increased to $15.9 million from $9.8 million for the same period last year. The increases were due to improvements in income from operations, the reduction of net interest expense, the lower effective tax rate and a $0.8 million loss from discontinued operations in the first six months of fiscal 1997. LIQUIDITY AND CAPITAL RESOURCES The Company's primary source of liquidity is funds provided from operations of its operating subsidiaries. In addition, the Company's operating subsidiaries have available to them working capital commitments of $75.0 million under their Credit Facility, reduced by commitments under letters of credit. There were no working capital borrowings outstanding during the first six months of fiscal 1998 and fiscal 1997. Operations for the first six months provided $7.5 million of cash in fiscal 1998 and used $31.6 million of cash in fiscal 1997. The increase in cash provided by operations was primarily attributable to the payment in fiscal 1997 of - 7 - 10 $15.0 million of taxes due on the sale of Pearle's European operation in fiscal 1996, less cash used in the first six months of fiscal 1998 for increases in accounts receivable, prepaid expenses and inventories and the increase in net income. Cash used by investing activities included capital additions of $22.6 million and $19.8 million for the first six months of fiscal 1998 and fiscal 1997, respectively. The majority of capital expenditures were for store fixtures, equipment and leasehold improvements for new stores and the remodeling of existing stores. In fiscal 1997, capital expenditures of $6.9 million were incurred in connection with the construction of Things Remembered's new warehouse and distribution facility. In May 1998, the Company purchased an office building in Twinsburg, Ohio for $9.5 million. It is anticipated that a portion of Cole Optical's business will move there during 1998. The Company is currently evaluating financing alternatives for both facilities. In addition, $2.9 million of cash was used to acquire optical retail locations. During the first six months of fiscal 1998, the Company repaid a $3.2 million note payable to a subsidiary of Pearle Europe B.V. (Pearle Europe), invested an additional $7.2 million in the form of 8% shareholder loans to Pearle Europe in connection with Pearle Europe's acquisition of two optical operations in Germany and Austria, and was repaid $3.7 million by Pearle Europe representing a shareholder loan and accrued interest. Investments in systems development costs totaled $10.2 million and $6.0 million in the first six months of fiscal 1998 and fiscal 1997, respectively. During the current fiscal year through August 31, 1998, the Company has repurchased 65,000 shares of common stock for an aggregate purchase price of approximately $1.8 million and has remaining authority to purchase up to 415,000 shares of common stock in the open market and block purchases. The Company believes that funds provided from operations along with funds available under the Credit Facility will provide adequate sources of liquidity to allow the Company's operating subsidiaries to continue to expand the number of stores and to fund capital expenditures and systems development costs. YEAR 2000 The Company currently is working with a consultant to assess and resolve the potential impact of the Year 2000 on the ability of the Company's computerized information systems to accurately process information that may be date-sensitive. Any of the Company's programs that recognize a date using "00" as the year 1900 rather than the Year 2000 could result in errors or system failures. Included in the Company's assessment is the identification of all critical and non-critical computer programs and hardware, including non-information technology systems such as HVAC, telephone and others containing embedded microcontrollers, and an evaluation of their Year 2000 readiness. Concurrent with this internal assessment, the Company is identifying critical third parties, with whom the Company does business, regarding their Year 2000 readiness. Approximately 90% of the Company's hardware devices and software applications have been identified and evaluated, and critical vendors, host stores and managed health care partners have been contacted with respect to the Year 2000. The Company expects to complete this assessment during the third quarter of fiscal 1998. At that time a comprehensive plan will be completed which will include (a) an estimate of the total Year 2000 costs, (b) a timeline for modifying or replacing critical programs and hardware, and (c) a contingency plan to address the risks of failure to be Year 2000 ready and identify actions to mitigate those risks. The Company utilizes over 500 separate computer - 8 - 11 information systems across its operations, many of which were recently installed and were Year 2000 ready. In addition, modification to many of the Company's other critical programs has been started. The Company currently believes that all critical programs and hardware will be Year 2000 ready, including testing, by the end of the second quarter of fiscal 1999. The Company cannot currently estimate the costs of assessing and resolving its Year 2000 issues, which include both internal staff costs as well as outside consulting and other expenditures related to this effort. Notwithstanding that the Company is proceeding diligently with the implementation of its own readiness program, including ascertaining Year 2000 readiness of critical third parties, the inability of the Company or critical third parties to effectuate timely and cost effective solutions to Year 2000 issues could have a material adverse effect on the Company. For the 26 weeks ended August 1, 1998, in addition to internal costs, the Company has incurred approximately $300,000 of external Year 2000 costs, all of which have been expensed. FORWARD-LOOKING INFORMATION Certain sections of this Form 10-Q contain forward-looking statements. Forward-looking statements are made based upon management's expectations and beliefs concerning future events impacting the Company. All forward-looking statements involve risk and uncertainty. The Company operates in a highly competitive environment, and its future liquidity, financial condition and operating results may be materially affected by a variety of factors, some of which may be beyond the control of the Company, including risks associated with the integration of acquired operations, the Company's ability to select and stock merchandise attractive to customers, the implementation of its store acquisition program, economic and weather factors affecting consumer spending, operating factors, including manufacturing quality of optical and engraved goods, affecting customer satisfaction, the Company's relationships with host stores and franchisees, the mix of goods sold, pricing and other competitive factors, the ability of the Company and its suppliers, host stores, and managed care organization partners to achieve Year 2000 readiness, and the seasonality of the Company's business. - 9 - 12 PART II -- OTHER INFORMATION ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On June 11, 1998, the Company held its annual meeting of stockholders. At that meeting, the stockholders elected seven directors to serve until the next annual meeting of stockholders, approved the 1998 Equity and Performance Incentive Plan ("Omnibus Plan"), and confirmed the appointment of Arthur Andersen LLP as independent auditors of the Company for the fiscal year ending January 30, 1999. Of the total eligible votes of 14,812,467, stockholders cast votes of 13,023,347 or 87.92% of the total eligible votes. The votes cast for the aforementioned matters were as follows: 1) Election of Directors
Abstentions and/or Broker For Withheld non-votes ---------- -------- --------- Jeffrey A. Cole 12,969,815 53,532 0 Timothy F. Finley 12,983,863 39,484 0 Irwin W. Gold 12,983,608 39,739 0 Peter V. Handel 12,983,763 39,584 0 Charles A. Ratner 12,969,863 53,484 0 Walter J. Salmon 12,969,189 54,158 0 Brian B. Smith 12,969,819 53,528 0
2) 1998 Equity and Performance Incentive Plan ("Omnibus Plan")
Abstentions and/or Broker For Withheld non-votes ---------- -------- --------- Approval of Plan 11,273,512 518,219 1,231,616
3) Confirmation of Independent Auditors
Abstentions and/or Broker For Withheld non-votes ---------- -------- --------- Arthur Andersen LLP 13,012,449 7,100 3,798
- 10 - 13 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. The following Exhibits are filed herewith and made a part hereof: 27 Financial Data Schedule 10.1 Form of Cole National Corporation's 1998 Equity and Performance Incentive Plan, incorporated by reference to Exhibit A to Cole National Corporation's definitive Proxy Statement dated May 1, 1998 (File No. 1-12814). (b) Reports on Form 8-K The Company has not filed any reports on Form 8-K for the quarterly period ended August 1, 1998. - 11 - 14 SIGNATURE --------- 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. COLE NATIONAL CORPORATION By: /s/ Wayne L. Mosley --------------------------------------- Wayne L. Mosley Vice President and Controller (Duly Authorized Officer and Principal Accounting Officer) Date: September 1, 1998 - 12 - 15 COLE NATIONAL CORPORATION FORM 10-Q QUARTER ENDED AUGUST 1, 1998 EXHIBIT INDEX Exhibit Number Description ------ ----------- 27 Financial Data Schedule 10.1 Form of Cole National Corporation's 1998 Equity and Performance Incentive Plan, incorporated by reference to Exhibit A to Cole National Corporation's definitive Proxy Statement dated May 1, 1998 (File No. 1-12814). - 13 - EX-27 2 EXHIBIT 27
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME FILED AS PART OF THE QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH QUARTERLY REPORT ON FORM 10-Q. 1,000 6-MOS JAN-30-1999 FEB-01-1998 AUG-01-1998 34,152 0 60,235 6,357 126,485 262,776 263,289 125,279 658,123 200,627 276,773 0 0 15 150,044 658,123 539,439 539,439 179,421 499,949 0 0 12,520 26,970 11,058 15,912 0 0 0 15,912 1.07 1.04
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