-----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, bRPimSduLQjufoDX3Aqi1EfP5JkZSyf26iBY6a7DOiY8cY4ZVcG+sqYM9iQmPW+3 dtq++hDyQ2EXhIKLxBC4bQ== 0000807882-95-000002.txt : 19950612 0000807882-95-000002.hdr.sgml : 19950612 ACCESSION NUMBER: 0000807882-95-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950122 FILED AS OF DATE: 19950307 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOODMAKER INC /DE/ CENTRAL INDEX KEY: 0000807882 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 952698708 STATE OF INCORPORATION: DE FISCAL YEAR END: 1002 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09390 FILM NUMBER: 95519088 BUSINESS ADDRESS: STREET 1: 9330 BALBOA AVE CITY: SAN DIEGO STATE: CA ZIP: 92123-1516 BUSINESS PHONE: 6195712121 MAIL ADDRESS: STREET 1: PO BOX 783 CITY: SAN DIEGO STATE: CA ZIP: 92112-4126 10-Q 1 FORM 10Q FOR FIRST QUARTER ENDED JANUARY 22, 1995 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended January 22, 1995 Commission File No. 1-9390 ---------------- ------ FOODMAKER, INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 95-2698708 - ------------------------------------------------------------------------------- (State of Incorporation) (I.R.S. Employer Identification No.) 9330 BALBOA AVENUE, SAN DIEGO, CA 92123 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (619) 571-2121 --------------- 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 ----- ----- Number of shares of common stock, $.01 par value, outstanding as of the close of business February 28, 1995 - 38,690,250 FOODMAKER, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED BALANCE SHEETS (In thousands) January 22, October 2, 1995 1994 ---------- --------- ASSETS Current assets: Cash . . . . . . . . . . . . . . . . . . . . . $ 21,101 $ 35,965 Receivables . . . . . . . . . . . . . . . . . . 27,667 31,167 Inventories . . . . . . . . . . . . . . . . . . 28,051 25,319 Prepaid expenses. . . . . . . . . . . . . . . . 10,966 15,035 ------- ------- Total current assets . . . . . . . . . . . . 87,785 107,486 ------- ------- Investment in FRI . . . . . . . . . . . . . . . . 51,835 57,188 ------- ------- Trading area rights . . . . . . . . . . . . . . . 62,085 62,932 ------- ------- Lease acquisition costs . . . . . . . . . . . . . 25,295 27,660 ------- ------- Other assets. . . . . . . . . . . . . . . . . . . 44,723 46,041 ------- ------- Property at cost. . . . . . . . . . . . . . . . . 580,517 574,585 Accumulated depreciation and amortization . . . (142,481) (135,607) ------- ------- 438,036 438,978 ------- ------- TOTAL. . . . . . . . . . . . . . . . . . . . $709,759 $740,285 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt. . . . . . $ 1,326 $ 1,346 Accounts payable. . . . . . . . . . . . . . . . 32,160 36,915 Accrued expenses. . . . . . . . . . . . . . . . 102,683 101,121 Income taxes payable. . . . . . . . . . . . . . 8,420 8,148 ------- ------- Total current liabilities. . . . . . . . . . 144,589 147,530 ------- ------- Deferred income taxes . . . . . . . . . . . . . . 5,062 5,062 ------- ------- Long-term debt, net of current maturities . . . . 440,487 447,822 ------- ------- Other long-term liabilities . . . . . . . . . . . 40,004 39,820 ------- ------- Stockholders' equity: Common stock. . . . . . . . . . . . . . . . . . 403 401 Capital in excess of par value. . . . . . . . . 280,857 280,837 Accumulated deficit . . . . . . . . . . . . . . (187,180) (166,724) Treasury stock. . . . . . . . . . . . . . . . . (14,463) (14,463) ------- ------- Total stockholders' equity. . . . . . . . . . . 79,617 100,051 ------- ------- TOTAL. . . . . . . . . . . . . . . . . . . . $709,759 $740,285 ======= ======= See accompanying notes to financial statements. -2- FOODMAKER, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Sixteen Weeks Ended --------------------------- January 22, January 23, 1995 1994 ---------- --------- Revenues: Restaurant sales. . . . . . . . . . . . . . . . $227,613 $334,363 Distribution sales. . . . . . . . . . . . . . . 55,259 34,876 Franchise rents and royalties . . . . . . . . . 9,940 10,998 Other . . . . . . . . . . . . . . . . . . . . . 868 1,337 ------- ------- 293,680 381,574 ------- ------- Costs and expenses: Costs of revenues: Restaurant costs of sales. . . . . . . . . . 64,023 95,919 Restaurant operating costs . . . . . . . . . 131,040 201,506 Costs of distribution sales. . . . . . . . . 54,133 33,283 Franchised restaurant costs. . . . . . . . . 6,822 7,264 Selling, general and administrative . . . . . . 36,998 33,049 Equity in loss of FRI . . . . . . . . . . . . . 5,353 - Interest expense. . . . . . . . . . . . . . . . 15,267 18,408 ------- ------- 313,636 389,429 ------- ------- Loss before income taxes. . . . . . . . . . . . . (19,956) (7,855) Income taxes (benefit). . . . . . . . . . . . . . 500 (3,456) ------- ------- Net loss. . . . . . . . . . . . . . . . . . . . . $(20,456) $ (4,399) ======= ======= Net loss per share - primary and fully diluted. . . . . . . . . . . . . . $ (.53) $ (.11) ======= ======= Weighted average shares outstanding . . . . . . . 38,675 38,398 See accompanying notes to financial statements. -3- FOODMAKER, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Sixteen Weeks Ended --------------------------- January 22, January 23, 1995 1994 ---------- --------- Cash flows from operations: Net loss. . . . . . . . . . . . . . . . . . . . $(20,456) $ (4,399) Non-cash items included above: Depreciation and amortization. . . . . . . . 11,477 17,971 Equity in loss of FRI. . . . . . . . . . . . 5,353 - Decrease in receivables . . . . . . . . . . . . 3,500 2,088 Increase in inventories . . . . . . . . . . . . (2,732) (1,708) Decrease in prepaid expenses. . . . . . . . . . 4,069 8,724 Increase (decrease) in accounts payable . . . . (4,755) 8,382 Increase (decrease) in accrued expenses . . . . 1,851 (20,402) ------- ------- Cash flows provided (used) by operations . . (1,693) 10,656 ------- ------- Cash flows from investing activities: Additions to property and equipment . . . . . . (8,226) (19,902) Dispositions of property and equipment. . . . . 867 649 Increase in trading area rights . . . . . . . . - (96) Decrease (increase) in other assets . . . . . . 1,354 (31,022) ------- ------- Cash flows used in investing activities. . . (6,005) (50,371) ------- ------- Cash flows from financing activities: Borrowings under revolving bank loans . . . . . - 5,000 Principal repayments under revolving bank loans - (28,000) Proceeds from issuance of long-term debt. . . . - 74,685 Principal payments on long-term debt, including current maturities . . . . . . . . (7,355) (11,213) Increase (decrease) in accrued interest . . . . 167 (471) Proceeds from issuance of common stock. . . . . 22 278 ------- ------- Net proceeds from sale and leaseback transactions . . . . . . . . . . . . . . . . - 7,118 ------- ------- Cash flows provided (used) by financing activities. . . . . . . . . . . (7,166) 47,397 ------- ------- Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . $(14,864) $ 7,682 ======= ======= See accompanying notes to financial statements. -4- FOODMAKER, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS January 22, 1995 1. The accompanying unaudited financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation have been included. Operating results for any interim period are not necessarily indicative of the results for any other interim period or for the full year. The Company reports results quarterly with the first quarter having 16 weeks and each remaining quarter having 12 weeks. Certain financial statement reclassifications have been made in the prior year to conform to the current year presentation. These financial statements should be read in conjunction with the 1994 financial statements. 2. Although the Company incurred a loss in 1995, income taxes were $.5 million due to required minimum taxes and the Company's inability under SFAS 109 to recognize the benefit from the carryover of losses to future years. The income tax benefit for 1994 was 44% of the pretax loss. 3. On January 27, 1994, Foodmaker, Apollo Advisors, L.P. ("Apollo") and Green Equity Investors, L.P. ("GEI"), whose general partner is Leonard Green & Partners, (collectively, the "Investors"), acquired Restaurant Enterprises Group, Inc. ("REGI"), a company that owns, operates and franchises various restaurant chains including El Torito, Carrows and Coco's. Contemporaneously, REGI changed its name to Family Restaurants, Inc. ("FRI"). Concurrently, Foodmaker contributed its entire Chi-Chi's Mexican restaurant chain to FRI in exchange for a 39% equity interest in FRI, valued at $62 million, a five-year warrant to acquire 111,111 additional shares at $240 per share, which would increase its equity interest to 45%, and approximately $173 million in cash ($208 million less the face amount of Chi-Chi's debt assumed, aggregating approximately $35 million). Apollo and GEI, respectively, contributed $62 million and $29 million in cash and hold approximate 39% and 18% equity positions in FRI. Management of FRI invested $2.5 million in cash and notes and holds an approximate 4% equity position. The net cash received was used by Foodmaker to repay all of the debt outstanding under its then existing bank credit facility, which was terminated, to reduce other existing debt, to the extent permitted by the Company's financing agreements and to provide funds for capital expenditures. The Company does not anticipate receiving dividends on its FRI common stock in the foreseeable future. The payment of dividends is restricted by FRI's public debt instruments. Summarized preliminary financial information for FRI's quarter ended December 25, 1994, follows (in thousands): Sales . . . . . . . . . . . . . . . . . . . . . .$270,082 ------- Costs of sales. . . . . . . . . . . . . . . . . . 75,749 Operating costs . . . . . . . . . . . . . . . . . 179,418 General and administrative expense. . . . . . . . 15,356 Interest expense. . . . . . . . . . . . . . . . . 13,797 Loss before income tax provision. . . . . . . . . (14,238) Income taxes (benefit). . . . . . . . . . . . . . (537) ------ Net Loss. . . . . . . . . . . . . . . . . . . . .$(13,701) ====== As a result of negative publicity regarding the nutritional value of Mexican food, and resulting sales declines, FRI's management is evaluating the future prospects for its Mexican Restaurant Division and the recoverability of certain long-lived intangible assets based on consumer reaction to new marketing programs. -5- FOODMAKER, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 4. In early January 1994, the Company entered into financing lease arrangements with two limited partnerships, (the "Partnerships"), in which estates for years relating to 42 existing and approximately 34 to-be-constructed restaurants were sold. The acquisition of the properties, including costs and expenses, was funded through the issuance by a special purpose corporation acting as agent for the Partnerships of $70 million senior secured notes, interest payable semi- annually and due in two equal annual installments of principal on January 1, 2003 and November 1, 2003. The Company is required semi-annually through 2002 to make payments to a trustee of approximately $3.4 million and special payments of approximately $.7 million, which effectively cover interest and sinking fund requirements, respectively, on the notes. Immediately prior to the principal payment dates, the Company must make rejectable offers to reacquire 50% of the properties at each date at a price which is sufficient, in conjunction with previous sinking fund deposits, to retire the notes. If the Partnerships reject the offers, the Company may purchase the properties at less than fair market value or cause the Partnerships to fund the remaining principal payments on the notes and, at the Company's option, cause the Partnerships to acquire the Company's residual interest in the properties. If the Partnerships are allowed to retain the estates for years, the Company has available options to extend the leases for total terms of up to 35 years, at which time the ownership of the property will revert to the Company. The transactions are reflected as financings with the properties remaining in the Company's financial statements. As a result of the foregoing transaction, at January 22, 1995, the Company had approximately $1.6 million in construction funds available for new restaurants, which was classified in the financial statements in other assets. 5. Contingent Liabilities Various claims and legal proceedings are pending against the Company in various state and federal courts. Many of those proceedings are in the states of California, Washington, Nevada, Idaho and Oregon, seeking monetary damages for personal injuries relating to the outbreak of food-borne illness ("the Outbreak") attributed to hamburgers served at Jack In The Box restaurants. The Company, in consultation with its insurance carriers and attorneys, does not anticipate that the total liability on all such lawsuits and claims will exceed the coverage available under its applicable insurance policies. Actions were filed on July 2, 1993, in the Superior Court of California, County of San Diego, by certain of the Company's franchisees against the Company, The Vons Companies, Inc., ("Vons") and other suppliers (Syed Ahmad, et al, versus Foodmaker, Inc., et al), claiming damages from reduced sales and profits due to the Outbreak. After extensive negotiations, settlements were reached with the plaintiff franchisees, and all but one of the domestic franchisees who did not join in suing the Company in this lawsuit. During 1993, the Company provided approximately $44.5 million to cover the settlements and associated costs, including the settlement with the remaining franchisee. On January 14, 1994, the non-settling Franchisee filed suit against the Company and The Vons Companies in Superior Court of California, County of San Diego and in Federal Court, Southern District of California (Ira Fischbein, et al versus Foodmaker, Inc., et al) claiming damages from reduced sales, lost profits and reduced value of the franchise due to the Outbreak. After extensive negotiations, the Company reached an agreement under the terms of which on February 3, 1995, the Company settled all claims of the franchisee against the Company and acquired 27 operating restaurants and the development rights to the Las Vegas and Denver markets. -6- FOODMAKER, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 5. Contingent Liabilities (continued) The Company on July 19, 1993, filed a cross-complaint against Vons and other suppliers seeking reimbursement for all damages, costs and expenses incurred in connection with the Outbreak. On or about January 18, 1994, Vons filed a cross complaint against Foodmaker and others in this action alleging certain contractual and tort liabilities and seeking damages in unspecified amounts and a declaration of the rights and obligations of the parties. Substantially the same claims are being made by the parties in a separate lawsuit in the Superior Court of California, County of Los Angeles. In April 1993, a class action, In re Foodmaker, Inc./Jack In The Box Securities Litigation, was filed in Federal Court, Western District of Washington at Seattle against the Company, its Chairman, and the President of the Jack In The Box Division on behalf of all persons who acquired the Company's common stock between March 4, 1992 and January 22, 1993 seeking damages in an unspecified amount as well as punitive damages. In general terms, the complaint alleges that there were false and misleading statements in the Company's March 4, 1992 prospectus and in certain public statements and filings in 1992 and 1993, including claims that the defendants disseminated false information regarding the Company's food quality standards and internal quality control procedures. After extensive negotiations through a mediation process, a tentative settlement was reached, subject to execution of a final agreement and approval by the court. Under the terms of the settlement the Company paid $8 million into an escrow account pending final settlement, which was reflected in the results of operations for the first quarter of fiscal 1995. The Federal Trade Commission is investigating whether the Company violated the Hart-Scott- Rodino Antitrust Improvements Act of 1976 (the "HSR Act") when the Company's former subsidiary, Chi-Chi's, Inc., acquired Consul Restaurant Corporation in October 1992 without first complying with the reporting and waiting requirements of the HSR Act. The Company later made the filing as it was preparing for the sale of Chi-Chi's. The Company has engaged counsel in connection with the investigation and on August 17, 1994, counsel for the Company received a request, preliminary in nature, for information and documents and a subpoena covering the preliminary material supplied and additional information and documents was issued January 19, 1995. The HSR Act provides for a penalty of up to $10,000 per day for failure to comply with the above requirements. Management believes that any potential penalty, if assessed, will not have a material impact on the Company. The U.S. Internal Revenue Service ("IRS") had proposed adjustments to tax liabilities of $17 million (exclusive of interest) for the Company's federal income tax returns for fiscal years 1986 through 1988. A final report has not been issued but agreement has been reached to satisfy these proposed adjustments at approximately $1.3 million (exclusive of $.8 million interest). The IRS examinations of the Company's federal income tax returns for fiscal years 1989 and 1990 resulted in the issuance of proposed adjustments to tax liabilities aggregating $2.2 million (exclusive of $.7 million interest). The Company has filed a protest with the Regional Office of Appeals of the IRS contesting the proposed assessments. Management believes that adequate provision for income taxes has been made. -7- FOODMAKER, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL INFORMATION RESULTS OF OPERATIONS - --------------------- All comparisons under this heading between 1995 and 1994, unless otherwise indicated, refer to the 16-week periods ended January 22, 1995 and January 23, 1994, respectively. On January 27, 1994, the Company contributed its entire Chi-Chi's Mexican restaurant chain ("Chi-Chi's") to Family Restaurants, Inc. ("FRI") in exchange for an approximate 39% interest in FRI and other consideration including cash and debt assumption as described in Note 3 to the consolidated financial statements. The consolidated statements of operations, therefore, include Chi-Chi's results of operations for only the 16 weeks ended in January 1994. Sales by Jack In The Box Company-operated restaurants increased $16.5 million to $227.6 million in 1995 from $211.1 million 1994. The sales improvement is primarily due to an increase in the average number of Company-operated restaurants to 811 in 1995 from 727 in 1994 and offset in part by a decrease in per store average sales for comparable restaurants ("PSA") of approximately 1.5% in 1995 as compared to 1994. Chi-Chi's restaurant sales were $123.3 million in the first quarter of 1994. Distribution sales of food and supplies increased approximately $20.4 million to $55.3 million in 1995 from $34.9 million in 1994 primarily due to the recognition of $25.1 million in sales to Chi-Chi's in 1995. Distribution sales to Chi-Chi's in 1994, while it was a subsidiary of the Company, were eliminated in consolidation. Distribution sales to franchisees and others decreased approximately $4.7 million principally due to a decline in the number of franchisee-operated restaurants. Jack In The Box franchise rents and royalties decreased $1.0 million to $9.9 million in 1995 from $10.9 million in 1994 reflecting a decline in the average number of domestic franchisee- operated restaurants to 397 in 1995 from 435 in 1994, which was principally due to the purchase by the Company of 46 franchised restaurants since January 1994. Franchise rents and royalties for Chi-Chi's were $.1 million in the first quarter of 1994. Other revenues for Jack In The Box increased $.1 million to $.9 million in 1995 from $.8 million in 1994 primarily due to interest income earned on cash proceeds from the sale of Chi- Chi's. Chi-Chi's other revenues were $.5 million in the first quarter of 1994. Jack In The Box costs of sales increased $.8 million to $64.0 million in 1995 from $63.2 million in 1994. Costs of sales decreased as a percent of sales in 1995 as compared to 1994 due to the impact of lower ingredient costs and the lower food cost of certain promotions. Chi-Chi's costs of sales were $32.7 million in the first quarter of 1994. Restaurant operating costs for Jack In The Box increased $10.2 million to $131.0 million in 1995 from $120.8 million in 1994 primarily due to the increase in average number of Company- operated restaurants and variable costs associated with increased sales. As a result of the decrease in PSA sales, restaurant operating costs represent a higher percent of sales in 1995 in comparison to the similar period of 1994. Chi-Chi's restaurant operating costs were $80.7 million in the first quarter of 1994. Costs of distribution sales increased $20.8 million to $54.1 million in 1995 from $33.3 million in 1994, principally due to the variable costs associated with the increase in distribution sales and slightly higher distribution and delivery costs as a percent of distribution sales. -8- RESULTS OF OPERATIONS (Continued) - --------------------- Jack In The Box franchise restaurant costs, which consist of rents and depreciation on properties leased to franchisees and other miscellaneous costs, decreased to $6.8 million in 1995 from $7.1 million in 1994, primarily due to the decline in the average number of domestic franchisee-operated restaurants. Chi-Chi's franchise restaurant costs were $.2 million in the first quarter of 1994. Selling, general and administrative expenses for Jack In The Box increased $13.1 million to $37.0 million in 1995 from $23.9 million in 1994, principally due to an $8.0 million settlement with stockholders as described in note 5 to the consolidated financial statements. Additionally, advertising and promotion costs increased $5.1 million to $21.7 million in 1995 from $16.6 million in 1994 due to increased advertising and use of aggressive promotional discounting of products in 1995. Chi-Chi's incurred selling, general and administrative expenses of $9.1 million in the first quarter of 1994. The Company recognized a loss of $5.4 million in 1995 relating to its 39% equity in the operations of FRI for its quarter ended December 25, 1994. The Company acquired its interest in FRI subsequent to the first quarter of 1994. See Note 3 to the financial statements. As a result of negative publicity regarding the nutritional value of Mexican food, and resulting sales declines, FRI's management is evaluating the future prospects for its Mexican Restaurant Division and the recoverability of certain long-lived intangible assets based on consumer reaction to new marketing programs. If FRI's management determines to write off any such assets, the Company would be required to record its share as a charge to operations and a reduction in its investment in FRI. Interest expense decreased $3.1 million to $15.3 million in 1995 from $18.4 million in 1994 due to the reduction of debt to $441.8 million in 1995 from $574.1 million in 1994 as a result of elimination of Chi-Chi's debt and application of proceeds from the sale of Chi-Chi's to repay the bank credit line. Although the Company incurred a loss in 1995, income taxes were $.5 million due to required minimum taxes and the Company's inability under SFAS 109 to recognize the benefit from the carryover of losses to future years. The income tax benefit for 1994 was 44% of the pretax loss. The U.S. Internal Revenue Service ("IRS") had proposed adjustments to tax liabilities of $17 million (exclusive of interest) for the Company's federal income tax returns for fiscal years 1986 through 1988. A final report has not been issued but agreement has been reached to satisfy these proposed adjustments at approximately $1.3 million (exclusive of $.8 million interest). The IRS examinations of the Company's federal income tax returns for fiscal years 1989 and 1990 resulted in the issuance of proposed adjustments to tax liabilities aggregating $2.2 million (exclusive of $.7 million interest). The Company has filed a protest with the Regional Office of Appeals of the IRS contesting the proposed assessments. Management believes that adequate provision for income taxes has been made. -9- FINANCIAL CONDITION - ------------------- The Company's primary sources of liquidity are expected to be cash flows from operations, the revolving bank credit facility described below and the sale and leaseback of restaurant properties. An additional potential source of liquidity is the conversion of Company-operated Jack In The Box restaurants to franchised restaurants. The Company requires capital principally to construct new restaurants, to maintain, improve and refurbish existing restaurants, and for general corporate purposes. At January 22, 1995, the Company's working capital deficit increased $16.8 million to $56.8 million from $40.0 million at October 2, 1994, due primarily to the utilization of cash for capital expenditures and repayment of long-term debt. The restaurant business does not require the maintenance of significant receivables or inventories, and it is common to receive trade credit from vendors for purchases such as supplies. In addition, the Company, and generally the industry, continually invests it its business through the addition of new units and refurbishment of existing units, which are reflected as long-term assets and not as part of working capital. At January 22, 1995, the Company's total debt outstanding was $441.8 million. In early January 1994, the Company completed financing arrangements (see Note 4 to the consolidated financial statements), which added an approximate $70 million finance lease obligation to the Company's debt, enabling the Company to repay approximately $28 million in bank borrowings, fund existing capital expenditures and establish a construction fund of approximately $28 million for new restaurants (of which $1.6 million remained at January 22, 1995). With the sale of Chi- Chi's on January 27, 1994, the Company reduced its outstanding debt, including full repayment of all bank borrowings and termination of the bank credit facility, and had approximately $21 million in cash on hand at January 22, 1995. Substantially all of the Company's real estate and machinery and equipment is, and is expected to continue to be, pledged to its lenders. On July 26, 1994, the Company entered into a revolving bank credit agreement which provides for a credit facility of up to $52.5 million, including letters of credit for the account of the Company in an aggregate amount of up to $25 million. Covenants contained in the agreement limit capital spending and require the Company to maintain specified financial ratios, and to meet certain requirements regarding maximum leverage and minimum fixed charges, cash flows, interest coverage, and net worth. The Company intends to use the revolving line to fund expansion efforts and for general operating purposes. Based upon current levels of operations and anticipated growth, the Company expects that sufficient cash flow will be generated from operations so that, combined with other financing alternatives available to it, including the bank credit facility, the utilization of cash on hand and the sale and leaseback of restaurants, the Company will be able to meet all of its debt service requirements, as well as its capital expenditures and working capital requirements, for the foreseeable future. -10- PART II - OTHER INFORMATION There is no information required to be reported for any items under Part II, except as follows: Item 1. Legal Proceedings. Various claims and legal proceedings are pending against the Company in various state and federal courts. Many of those proceedings are in the states of California, Washington, Nevada, Idaho and Oregon, seeking monetary damages for personal injuries relating to the outbreak of food-borne illness ("the Outbreak") attributed to hamburgers served at Jack In The Box restaurants. The Company, in consultation with its insurance carriers and attorneys, does not anticipate that the total liability on all such lawsuits and claims will exceed the coverage available under its applicable insurance policies. Actions were filed on July 2, 1993, in the Superior Court of California, County of San Diego, by certain of the Company's franchisees against the Company, The Vons Companies, Inc., ("Vons") and other suppliers (Syed Ahmad, et al, versus Foodmaker, Inc., et al), claiming damages from reduced sales and profits due to the Outbreak. After extensive negotiations, settlements were reached with the plaintiff franchisees, and all but one of the domestic franchisees who did not join in suing the Company in this lawsuit. During 1993, the Company provided approximately $44.5 million to cover the settlements and associated costs, including the settlement with the remaining franchisee. On January 14, 1994, the non-settling Franchisee filed suit against the Company and The Vons Companies in Superior Court of California, County of San Diego and in Federal Court, Southern District of California (Ira Fischbein, et al versus Foodmaker, Inc., et al) claiming damages from reduced sales, lost profits and reduced value of the franchise due to the Outbreak. After extensive negotiations, the Company reached an agreement under the terms of which on February 3, 1995, the Company settled all claims of the franchisee against the Company and acquired 27 operating restaurants and the development rights to the Las Vegas and Denver markets. The Company on July 19, 1993, filed a cross-complaint against Vons and other suppliers seeking reimbursement for all damages, costs and expenses incurred in connection with the Outbreak. On or about January 18, 1994, Vons filed a cross complaint against Foodmaker and others in this action alleging certain contractual and tort liabilities and seeking damages in unspecified amounts and a declaration of the rights and obligations of the parties. Substantially the same claims are being made by the parties in a separate lawsuit in the Superior Court of California, County of Los Angeles. In April 1993, a class action, In re Foodmaker, Inc./Jack In The Box Securities Litigation, was filed in Federal Court, Western District of Washington at Seattle against the Company, its Chairman, and the President of the Jack In The Box Division on behalf of all persons who acquired the Company's common stock between March 4, 1992 and January 22, 1993 seeking damages in an unspecified amount as well as punitive damages. In general terms, the complaint alleges that there were false and misleading statements in the Company's March 4, 1992 prospectus and in certain public statements and filings in 1992 and 1993, including claims that the defendants disseminated false information regarding the Company's food quality standards and internal quality control procedures. After extensive negotiations through a mediation process, a tentative settlement was reached, subject to execution of a final agreement and approval by the court. Under the terms of the settlement the Company paid $8 million into an escrow account pending final settlement, which was reflected in the results of operations for the first quarter of fiscal 1995. -11- Item 1. Legal Proceedings (Continued). The Federal Trade Commission is investigating whether the Company violated the Hart-Scott- Rodino Antitrust Improvements Act of 1976 (the "HSR Act") when the Company's former subsidiary, Chi-Chi's, Inc., acquired Consul Restaurant Corporation in October 1992 without first complying with the reporting and waiting requirements of the HSR Act. The Company later made the filing as it was preparing for the sale of Chi-Chi's. The Company has engaged counsel in connection with the investigation and on August 17, 1994, counsel for the Company received a request, preliminary in nature, for information and documents and a subpoena covering the preliminary material supplied and additional information and documents was issued January 19, 1995. The HSR Act provides for a penalty of up to $10,000 per day for failure to comply with the above requirements. Management believes that any potential penalty, if assessed, will not have a material impact on the Company. The U.S. Internal Revenue Service ("IRS") had proposed adjustments to tax liabilities of $17 million (exclusive of interest) for the Company's federal income tax returns for fiscal years 1986 through 1988. A final report has not been issued but agreement has been reached to satisfy these proposed adjustments at approximately $1.3 million (exclusive of $.8 million interest). The IRS examinations of the Company's federal income tax returns for fiscal years 1989 and 1990 resulted in the issuance of proposed adjustments to tax liabilities aggregating $2.2 million (exclusive of $.7 million interest). The Company has filed a protest with the Regional Office of Appeals of the IRS contesting the proposed assessments. Management believes that adequate provision for income taxes has been made. -12- Item 4. Submission of Matters to a Vote of Security Holders. The Company's annual meeting was held February 17, 1995 at which the following matters were voted as indicated: For Withheld ----------- -------- 1. Election of the following directors to serve until the next annual meeting of stockholders and until their successors are elected and qualified. Michael E. Alpert . . . . . . . . . . 34,769,352 170,963 Paul T. Carter. . . . . . . . . . . . 34,775,822 164,493 Charles W. Duddles. . . . . . . . . . 34,776,852 163,463 Edward Gibbons. . . . . . . . . . . . 34,776,002 164,313 Jack W. Goodall . . . . . . . . . . . 34,760,661 179,654 Leonard I. Green. . . . . . . . . . . 34,023,372 916,943 Robert J. Nugent. . . . . . . . . . . 34,770,163 170,152 L. Robert Payne . . . . . . . . . . . 34,773,422 166,893 Christopher V. Walker . . . . . . . . 34,776,202 164,113 For Against Abstain Not Voted ---------- ------- ------- --------- 2. Ratification of the appointment of KPMG Peat Marwick as independent accountants . . . . . . . . 34,829,904 74,980 35,431 -0- For Against Abstain Not Voted ---------- ------- ------- --------- 3. To approve the Foodmaker, Inc. Deferred Compensation Plan for Non-Management Directors . . . . . . . . . 29,197,063 439,721 230,933 5,072,598 For Against Abstain Not Voted ---------- ------- ------- --------- 4. To approve the Foodmaker, Inc. Non-Employee Director Stock Option Plan . . . . . 33,478,322 379,759 256,106 826,128 Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits Number Description ------ ----------- 10.1 Second Amendment dated as of January 24, 1995 to the Revolving Credit Agreement dated as of July 26, 1994 among Foodmaker, Inc. and the Banks and Agents, as defined therein 10.2 Third Amendment dated as of February 15, 1995 to the Revolving Credit Agreement dated as of July 26, 1994 among Foodmaker, Inc. and the Banks and Agents, as defined therein 27 Financial Data Schedule (included only with electronic filing) (b) Reports on Form 8-K - None -13- 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 and in the capacities indicated. FOODMAKER, INC. By: ROBERT L. SUTTIE --------------------------- Robert L. Suttie Vice President, Controller and Chief Accounting Officer (Duly Authorized Signatory) Date: March 7, 1995 -14- EX-10.1 2 SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT Exhibit 10.1 SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT THIS SECOND AMENDMENT TO THE REVOLVING CREDIT AGREEMENT ("Amendment") is made as of January 24, 1995, among Foodmaker, Inc., a Delaware corporation (the "Company"), each of the banks identified on the signature pages hereof (each a "Bank" and, collectively, the "Banks"), Credit Lyonnais New York Branch, as Agent, Collateral Agent and Swing Line Bank and Union Bank, as Issuing Bank. W I T N E S S E T H - - - - - - - - - - WHEREAS, the Company, the Banks, the Agent, the Collateral Agent, the Swing Line Bank and the Issuing Bank entered into the Revolving Credit Agreement, dated as of July 26, 1994 (as amended by the First Amendment to the Revolving Credit Agreement, dated as of December 14, 1994, the "Credit Agreement"); and WHEREAS, the signatories hereto desire to amend the Credit Agreement as set forth herein; NOW, THEREFORE, in consideration of the premises and of the covenants and agreements contained herein and in the Credit Agreement, the parties hereto agree that the Credit Agreement is hereby amended as set forth herein: 1. Capitalized terms used herein which are not otherwise defined herein but are defined in the Credit Agreement shall have the meanings given to such terms in the Credit Agreement. 2. Section 8.01(m) of the Credit Agreement is deleted in its entirety and Section 8.01(n) is relabeled Section 8.01(m). 3. Section 8.02(d) is amended to read in its entirety as follows: (d) Enter into any merger or consolidation or acquire assets of any Person, except pursuant to the Fischbein Acquisition/Settlement, or sell, lease, or otherwise dispose of any of its assets, except pursuant to an Excluded Asset Sale, or permit any Subsidiary so to do, except that a Wholly owned Subsidiary may be merged or consolidated with one or more other Wholly owned Subsidiaries or into the Company. 3. The definitions of "Consolidated Capital Expenditures" and "Consolidated Fixed Charges" are amended to read in their entirety as follows: "Consolidated Capital Expenditures" shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including that portion of Capital Leases which is capitalized on the consolidated balance sheet of the Company and its Subsidiaries) by the Company and its Subsidiaries during such period that in conformity with GAAP would be classified as capital expenditures; provided, however, expenditures by the Company pursuant to the Fischbein Acquisition/Settlement shall not be included in Consolidated Capital Expenditures for the purposes of this definition. "Consolidated Fixed Charges" shall mean, for any period, the sum, without duplication, of (i) Consolidated Interest Expense for such period, (ii) principal amounts of all Indebtedness of the Company and its Subsidiaries scheduled to be paid during such period and (iii) Consolidated Capital Expenditures, excluding Consolidated Capital Expenditures made with the proceeds from sale leaseback transactions, made during such period. 4. Definitions for the terms "Affiliate" and "Fischbein Acquisition/Settlement" are added to read in their entirety as follows: "Affiliate" shall mean, when used with respect to a specified Person, any other Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such Person. For the purposes of this definition, the term "control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether though the ownership of voting equity interests, by contract or otherwise; provided, however, that none of the Agent, the Collateral Agent, the Swing Line Bank nor any Bank shall be deemed an "Affiliate" of the Company or any Subsidiary. "Fischbein Acquisition/Settlement" shall mean the purchase, during the first calendar quarter of 1995, of all of the stock of companies which franchise twenty-seven restaurants from Ira Fischbein or Affiliates of Ira Fischbein in connection with the settlement in full of all outstanding litigation with such Persons, provided, total consideration for such purchase and settlement shall not exceed $13.8 million and the cash component of such consideration shall not exceed $10.5 million. -2- 5. The Company agrees to pay on demand all reasonable costs and expenses of the Agent (including all reasonable fees and expenses of counsel to the Agent) in connection with the preparation and execution of this Amendment. 6. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA. 7. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. When counterparts of this Amendment executed by each party shall have been lodged with the Agent (or, in the case of any Bank as to which an executed counterpart shall not have been so lodged, the Agent shall have received telegraphic, telex or other written confirmation of execution of a counterpart hereof by such Bank), this Amendment shall become effective as of the date hereof and the Agent shall so inform all of the parties hereto. 8. The Credit Agreement, as amended hereby, shall be binding upon the Company, the Banks, the Agent, the Collateral Agent, the Swing Line Bank and the Issuing Bank and their respective successors and assigns, and shall inure to the benefit of the Company, the Banks, the Agent, the Collateral Agent, the Swing Line Bank and the Issuing Bank and their respective successors and assigns. 9. Except as expressly provided in this Amendment, all of the terms, covenants, conditions, restrictions and other provisions contained in the Credit Agreement shall remain in full force and effect. -3- IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written. FOODMAKER, INC. By: CHARLES DUDDLES ------------------------------ Name: Charles Duddles Title: Chief Financial Officer CREDIT LYONNAIS NEW YORK BRANCH as Agent for the Banks By: FREDERICK HADDAD ------------------------------ Name: Frederick Haddad Title: Senior Vice President CREDIT LYONNAIS NEW YORK BRANCH as Collateral Agent for the Banks By: FREDERICK HADDAD ------------------------------ Name: Frederick Haddad Title: Senior Vice President CREDIT LYONNAIS NEW YORK BRANCH as a Bank and as the Swing Line Bank By: FREDERICK HADDAD ------------------------------ Name: Frederick Haddad Title: Senior Vice President -4- UNITED STATES NATIONAL BANK OF OREGON By: JANET E. JORDAN ------------------------------ Name: Janet E. Jordan Title: Vice President UNION BANK as a Bank and as the Issuing Bank By: ALI PASHA MOGHADDAM ------------------------------ Name: Ali Pasha Moghaddam Title: Vice President -5- EX-10.2 3 THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT Exhibit 10.2 THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT THIS THIRD AMENDMENT TO THE REVOLVING CREDIT AGREEMENT ("Amendment") is made as of February 15, 1995, among Foodmaker, Inc., a Delaware corporation (the "Company"), each of the banks identified on the signature pages hereof (each a "Bank" and, collectively, the "Banks"), Credit Lyonnais New York Branch, as Agent, Collateral Agent and Swing Line Bank and Union Bank, as Issuing Bank. W I T N E S S E T H WHEREAS, the Company, the Banks, the Agent, the Collateral Agent, the Swing Line Bank and the Issuing Bank entered into the Revolving Credit Agreement, dated as of July 26, 1994 (as amended by the First Amendment to Revolving Credit Agreement, dated as of December 14, 1994, and as amended by the Second Amendment to Revolving Credit Agreement, dated as of January 24, 1995, the "Credit Agreement"); and WHEREAS, the signatories hereto desire to amend the Credit Agreement as set forth herein; NOW, THEREFORE, in consideration of the premises and of the covenants and agreements contained herein and in the Credit Agreement, the parties hereto agree that the Credit Agreement is hereby amended as set forth herein: 1. Capitalized terms used herein which are not otherwise defined herein but are defined in the Credit Agreement shall have the meanings given to such terms in the Credit Agreement. 2. The first recital to the Credit Agreement is amended to read in its entirety as follows: WHEREAS, the Company has requested the Banks to lend up to $52,500,000 to the Company, including letters of credit for the account of the Company in an aggregate amount of up to $25,000,000, on a revolving basis; 3. Section 6.01(j) of the Credit Agreement is amended to read in its entirety as follows: (j) Use of Proceeds. The proceeds of the Loans, the Swing Line Advances and the Syndicated Letters of Credit will be used by the Company for general corporate purposes, including working capital and capital expenditures; provided, however, the Company, during any fiscal year, shall not use more than $2,000,000 of such proceeds to satisfy judgments or fund settlements relating to litigation, tax matters or regulatory matters; provided, further, that the following shall not be counted toward the $2,000,000 amount in the second clause of this Section 601(j) for fiscal year 1995: (i) payments made by the Company pursuant to the Securities Litigation Settlement, (ii) expenditures by the Company pursuant to the Fischbein Acquisition/Settlement and (iii) the 1986- 1988 Federal Income Tax Settlement. 4. Section 8.01(n) is added to the Credit Agreement to read in its entirety as follows: (n) In addition to any repayment required pursuant to Section 2.09, during calendar year 1995, the Company shall, to the extent necessary, repay outstanding Loans and Swing Line Advances so that for a period of 30 consecutive days the aggregate outstanding amount of Loans plus Swing Line Advances equals $0. Such period shall be specified by the Company in a notice delivered to the Agent identified as a "Notice of 1995 Special Clean- Up" not later than two Business Days prior to the commencement of such period, or if no such notice shall be delivered by November 30, 1995, such period shall be the last 30 calendar days of 1995. 5. Section 8.03(b) is amended to read in its entirety as follows: (b) Capital Expenditures. Not make or permit its Subsidiaries to make, during the fiscal year ending at the date specified, aggregate Consolidated Capital Expenditures other than Consolidated Capital Expenditures made from the proceeds of sale-leaseback transactions ("Net Capital Expenditures"), in an amount in excess of (i) the amount specified below for such period plus (ii) the lesser of (A) $10,000,000 and (B) the excess, in the immediately preceding period, of (I) the amount set forth below for such period, over (II) actual Capital Investments, other than those made from the proceeds of sale-leaseback transactions: For the Fiscal Year Amount Ending (in millions) ------------------- ------------- 10/95 $30 09/96 $43 09/97 $45 and thereafter -2- Notwithstanding any other provision of this Section 8.03(b), if Consolidated EBITDA equals or exceeds $86,000,000 for the fiscal year ending October 1995, Net Capital Expenditures for the fiscal year ending September 1996 may equal up to $58,000,000, and if Consolidated EBITDA equals or exceeds $109,000,000 for the fiscal year ending September 1996, Net Capital Expenditures for the fiscal year ending September 1997 may equal up to $62,000,000. 6. Section 803(e) is amended to read in its entirety as follows: (e) Minimum Net Worth. Have at the end of each of the following periods Consolidated Net Worth of not less than the amount specified for such period: For the Fiscal Quarter Amount Ending (in millions) ------------------- ------------- 01/95 $90 04/95 $84 07/95 $90 10/95 $90 01/96 $85 04/96 $85 07/96 $90 09/96 $95 01/97 $90 04/97 $90 07/97 $105 09/97 $110 and thereafter 7. Section 9.01(h) is amended to read in its entirety as follows: (h) One or more judgments against the Company or any of its Subsidiaries or attachment against any of the Company's or its Subsidiaries' property, which remain undismissed for a period of 60 days, or any settlements relating to litigation, tax matters or regulatory matters by the Company or any of its Subsidiaries have been made, and the amount thereof not covered by insurance, individually or in the aggregate, exceeds $2,000,000 in any fiscal year, or the operation or result of which could be to interfere -3- materially and adversely with the conduct of the business of the Company or any of its Subsidiaries; provided, however, the following shall not constitute a Default or an Event of Default under this Section 9.01(h) and shall be excluded from the aggregation of judgments, attachments and settlements for fiscal 1995: (i) payments made by the Company pursuant to the Securities Litigation Settlement, (ii) expenditures by the Company pursuant to the Fischbein Acquisition/Settlement and (iii) the 1986-1988 Federal Income Tax Settlement. 8. The definition of "Consolidated EBITDA" is amended to read in its entirety as follows: "Consolidated EBITDA" shall mean, for any period, the sum, without duplication, of the amounts for such period of (i) Consolidated Operating Income and (ii) Consolidated Depreciation and Amortization Expense, to the extent deducted from gross income in determining Consolidated Operating Income for such period and (iii) Consolidated Interest Expense, to the extent deducted from gross income in determining Consolidated Operating Income for such period and (iv) gains or losses from minority interests in Family Restaurants, Inc., to the extent included in or deducted from, as the case may be, Consolidated Operating Income for such period and (v) payments made by the Company pursuant to the Securities Litigation Settlement to the extent deducted from Consolidated Operating Income for such period. 9. The following definitions for terms are added to read in their entirety as follows: "Memorandum of Understanding" shall mean the Memorandum of Understanding, dated January 31, 1995, between the Company, Jack Goodall and Robert Nugent and plaintiffs in the Foodmaker Securities Litigation, In re Foodmaker Securities Litigation, CV-93-517 WD. "1986-1988 Federal Income Tax Settlement" shall mean the payment in the amount of $1.3 million by the Company to the Internal Revenue Service in connection with its federal income tax returns for fiscal years 1986 through 1988, as discussed in note 8 of the Company's Notes to Consolidated Financial Statements for the fiscal year ended October 2, 1994. "Securities Litigation Settlement" shall mean the settlement described in the Memorandum of Understanding provided, the settlement is on terms substantially similar to, and in amounts to be paid by the Company not greater than, those set forth in the Memorandum of Understanding. -4- 10. The Parties hereto agree that failure of the Company to maintain Consolidated EBITDA of not less than $15 million for the fiscal quarter ending January 22, 1995 will not constitute a Default or Event of Default under the Credit Agreement. 11. The parties hereto agree that failure by the Company to have at the end of fiscal quarter ending January 23, 1995 a Consolidated Net Worth of not less than $90 million will not constitute a Default or an Event of Default under the Credit Agreement. 12. The Company agrees to pay on demand all reasonable costs and expenses of the Agent (including all reasonable fees and expenses of counsel to the Agent) in connection with the preparation and execution of this Amendment. 13. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA. 14. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. This Amendment shall become effective as of the date hereof upon the delivery to the Agent of executed counterparts from the Company and the Required Banks. 15. The Credit Agreement, as amended hereby, shall be binding upon the Company, the Banks, the Agent, the Collateral Agent, the Swing Line Bank and the Issuing Bank and their respective successors and assigns, and shall inure to the benefit of the Company, the Banks, the Agent, the Collateral Agent, the Swing Line Bank and the Issuing Bank and their respective successors and assigns. 16. Except as expressly provided in this Amendment, all of the terms, covenants, conditions, restrictions and other provisions contained in the Credit Agreement shall remain in full force and effect. -5- IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written. FOODMAKER, INC. By:/s/ Charles Duddles ----------------------------- Name: Charles Duddles Title: Chief Financial Officer CREDIT LYONNAIS NEW YORK BRANCH as Agent for the Banks By:/s/ Frederick Haddad ----------------------------- Name: Frederick Haddad Title: Senior Vice President CREDIT LYONNAIS NEW YORK BRANCH as Collateral Agent for the Banks By:/s/ Frederick Haddad ----------------------------- Name: Frederick Haddad Title: Senior Vice President CREDIT LYONNAIS NEW YORK BRANCH as a Bank and as the Swing Line Bank By:/s/ Frederick Haddad ----------------------------- Name: Frederick Haddad Title: Senior Vice President -6- UNITED STATES NATIONAL BANK OF OREGON By:/s/ Janet E. Jordan ----------------------------- Name: Janet E. Jordan Title: Vice President UNION BANK as a Bank and as the Issuing Bank By:/s/ Ali Pasha Moghaddam ----------------------------- Name: Ali Pasha Moghaddam Title: Vice President -7- EX-27 4 ARTICLE 5 FDS FOR FISCAL YEAR 1995 FIRST QUARTER 10-Q WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 FIRST QUARTER HAS 16 WEEKS 1000 QTR-1 OCT-01-1995 OCT-03-1994 JAN-22-1995 21,101 0 25,076 3,869 28,051 87,785 580,517 142,481 709,759 144,589 440,487 403 0 0 79,214 709,759 282,872 293,680 118,156 256,018 0 0 15,267 (19,956) 500 (20,456) 0 0 0 (20,456) (.53) (.53)
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