-----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, UYZcdkRaTIDkn8b7lzGI5l8wX4smRM/OvLfVtb0xYpM0X79x+FEsIJrnb+vSPb7I O0uqn/WybFM+ZO430vlskw== 0000919916-97-000019.txt : 19970401 0000919916-97-000019.hdr.sgml : 19970401 ACCESSION NUMBER: 0000919916-97-000019 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961228 FILED AS OF DATE: 19970331 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONTGOMERY WARD HOLDING CORP CENTRAL INDEX KEY: 0000836974 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 363571585 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17540 FILM NUMBER: 97571441 BUSINESS ADDRESS: STREET 1: ONE MONTGOMERY WARD PLZ CITY: CHICAGO STATE: IL ZIP: 60671 BUSINESS PHONE: 3124672000 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549-1004 FORM 10-K/A Amendment No. 1 to Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Fee Required) For the 52-Week Period Ended Commission File December 28, 1996 No. 0-17540 MONTGOMERY WARD HOLDING CORP. (Exact name of registrant as specified in its charter) DELAWARE 36-3571585 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) Montgomery Ward Plaza, Chicago, Illinois 60671-0042 (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, including area code: (312) 467-2000 Securities registered pursuant to Section 12(b) of the Act Title of each class Name of each exchange on which registered Not Applicable None Securities registered pursuant to Section 12(g) of the Act: Class A Common Stock, Series 1, $.01 Par Value (Title of class) Class A Common Stock, Series 2, $.01 Par Value (Title of class) Voting Trust Certificates representing Shares of Class A Common Stock, Series 1, $.01 Par Value (Title of class) Voting Trust Certificates representing Shares of Class A Common Stock, Series 2, $.01 Par Value (Title of class) Class B Common Stock, $.01 Par Value (Title of class) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 . At March 20, 1997, there were 18,330,641 shares of Class A Common Stock and 25,000,000 shares of Class B Common Stock of the Registrant outstanding. PART II Item 6. "Selected Financial Data" is hereby amended and restated in its entirety, to correct a typographical error in the leading paragraph thereof, to read as follows: The following summary of certain financial information for each of the five fiscal years in the period ended December 28, 1996 has been derived from the Consolidated Financial Statements of MW Holding. Such information for each fiscal year should be read in conjunction with the Consolidated Financial Statements and notes thereto and the report of independent public accountants beginning on page 29.
(Dollars in millions, except per share amounts) ---------------------------------------------------------------------- As Of And For the... ---------------------------------------------------------------------- 53-Week 52-Week Period Period Ended Ended Jan. 2 Jan. 1, Dec. 31, Dec. 30, Dec. 28, 1993 1994 1994 1995 1996 ------ ------- ------- -------- ------- Total Revenues $5,803 $6,023 $7,029 $7,085 $6,620 Net Income (Loss)(a) 100 101 109 (9) (237) Net Income (Loss) Applicable to Common Share- holders (a) 92 101 107 (13) (249) Net Income (Loss) per Class A Common Share (a) 2.01 2.29 2.48 (.31) (6.18) Total Assets 3,485 3,835 4,537 4,884 4,879 Long-Term Debt 125 213 228 423 87 Obligations Under Capital Leases 95 89 81 66 60 Total Share- holders' Equity (a) 553 607 679 700 433 Redeemable Preferred Stock - - 75 175 175 Cash Dividends per Common Share .25 50 .50 - -
a) 1994 amounts are presented before the cumulative effect of a change in accounting principle, see Note 6 in the Notes to the Consolidated Financial Statements. Note 21 to the Montgomery Ward Holding Corp. Notes to Consolidated Financial Statements is hereby amended and restated in its entirety, to correct typographical errors to the line items entitled Capital Expenditures -- Retail Marketing and Capital Expenditures -- Direct Response Marketing for the 52 week period ended December 31, 1994, to read as follows: MONTGOMERY WARD HOLDING CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) (Dollar amounts in millions) 21. Business Segments Montgomery Ward and its subsidiaries are engaged in retail merchandising and direct response marketing, including insurance, in the United States. Following is information regarding revenues, earnings and assets of the Company by segment. 52-Week Period Ended -------------------------------- Dec. 28, Dec. 30, Dec. 31, 1996 1995 1994 ---------- ---------- ---------- Total Revenues Retail Merchandising...... $5,879 $6,531 $6,564 Direct Response Marketing... 741 554 465 ---------- ---------- ---------- Total................ 6,620 7,085 7,029 ---------- ---------- ---------- ---------- ---------- ---------- Operating Earnings (Losses) Retail Merchandising.... $ (320) $ 31 $ 194 Direct Response Marketing.. 71 70 60 Corporate and Other (a). (126) (124) (89) ---------- ---------- ---------- Total................. $ (375) $ (23) $ 165 ---------- ---------- ---------- ---------- ---------- ---------- Identifiable Assets Retail Merchandising.... $3,207 $3,504 $3,314 Direct Response Marketing.. 1,203 920 789 Corporate and Other....... 469 460 434 ---------- ---------- ---------- Total................ $4,879 $4,884 $4,537 ---------- ---------- ---------- ---------- ---------- ---------- Depreciation and Amortization Retail Merchandising...... $ 119 $ 118 $ 105 Direct Response Marketing. 220 149 125 ---------- ---------- ---------- Total................. $ 339 $ 267 $ 230 ---------- ---------- ---------- ---------- ---------- ---------- Capital Expenditures Retail Merchandising..... $ 58 $ 109 $ 180 Direct Response Marketing. 17 13 4 ---------- ---------- ---------- Total................. $ 75 $ 122 $ 184 ---------- ---------- ---------- ---------- ---------- ---------- (a) 1995 included $25 of severance and relocation costs. Under the laws and regulations applicable to insurance companies, certain subsidiaries of Signature are limited in the amount of dividends they may pay without the approval of the Illinois Insurance Department and are prohibited from making any loans and advances to Montgomery Ward and its affiliates. Under these laws, the restricted subsidiaries, which had aggregate retained earnings of $176, and aggregate total shareholders' equity of $231, can pay dividends of $39 during 1997 as determined on a statutory basis, subject to the ability of certain subsidiaries to generate earned surplus. Dividends received by Signature from insurance subsidiaries were $44, $42 and $35 for 1996, 1995 and 1994. PART IV Exhibit 23 is hereby amended and restated in its entirety to include the city and date of the consent which was inadvertantly omitted from the previous filing, and is attached as an Exhibit hereto 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. MONTGOMERY WARD HOLDING CORP. BY JOHN L. WORKMAN NAME AND TITLE John L. Workman, Executive Vice President, Chief Financial Officer and Assistant Secretary (Duly authorized officer and Principal Financial and Accounting Officer) DATE March 31, 1997 EX-23 2 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 10-K, into the Company's previously filed Registration Statements on Form S-8 (File No. 33-57075 and File No. 33-41161). Arthur Andersen LLP Chicago, Illinois March 27, 1997 -----END PRIVACY-ENHANCED MESSAGE-----