-----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, THU+K3tHhzxto+FwCP0ArAN2FgdRE6zrp0iNWEUBSH5ybYqplccW2Ckn9z13i9Lk 9OlhFTcelTJx08NqpLREgQ== 0000912057-96-004594.txt : 19960318 0000912057-96-004594.hdr.sgml : 19960318 ACCESSION NUMBER: 0000912057-96-004594 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950903 FILED AS OF DATE: 19960315 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE/COSTCO INC CENTRAL INDEX KEY: 0000909832 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 330572969 STATE OF INCORPORATION: CA FISCAL YEAR END: 0830 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-20355 FILM NUMBER: 96535255 BUSINESS ADDRESS: STREET 1: 4649 MORENA BOULEVARD CITY: SAN DIEGO STATE: CA ZIP: 92117 BUSINESS PHONE: 6195815350 MAIL ADDRESS: STREET 1: 4241 JUTLAND DRIVE #300 CITY: SAN DIEGO STATE: CA ZIP: 92117 10-K/A 1 FORM 10-K/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 (Mark One) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required) For the fiscal year ended September 3, 1995 / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) For the transition period from _____________ to _____________. Commission file number 0-20355 PRICE/COSTCO, INC. (Exact name of registrant as specified in its charter) DELAWARE 33-0572969 (State or other jurisdiction (I.R.S. Employer incorporation or organization) Identification No.) 999 LAKE DRIVE, ISSAQUAH, WA 98027 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (206) 313-8100 Securities registered pursuant to Section 12(g) of the Act: Common Stock $.01 Par Value 5 3/4 Convertible Subordinated Debentures Due 2002 6 3/4 Convertible Subordinated Debentures Due 2001 Indicated by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No --- --- Indicate 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. [ ] The aggregate market value of the voting stock held by nonaffiliates of the registrant at October 31, 1995, was $2,863,618,868. The number of shares outstanding of the registrant's common stock as of October 31, 1995, was 195,235,264. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Company's Proxy Statement for the Annual Meeting of Stockholders to be held on February 1, 1996 are incorporated by reference into Part III of this Form 10-K. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 11. EXECUTIVE COMPENSATION The following tables and descriptive materials set forth information concerning compensation earned for services rendered to the Company by (A) the Chief Executive Officer of the Company (the "CEO"), and (B) the four other most highly compensated individuals (other than the CEO) who were serving as executive officers of the Company at the end of the 1995 fiscal year (collectively, together with the CEO, the "Named Executive Officers"). SUMMARY OF COMPENSATION The following table summarizes the compensation earned by the Named Executive Officers during fiscal 1995, 1994 and 1993.
SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION --------------------------------------- LONG TERM COMPENSATION AWARDS SECURITIES OTHER ANNUAL UNDERLYING ALL OTHER FISCAL COMPENSATION OPTIONS/SARS COMPENSATION NAME AND PRINCIPAL POSITION YEAR SALARY ($)(A) BONUS ($)(B) (#) ($)(C) - --------------------------- ------ ------------- ------ ------------- ------------ ------------- James D. Sinegal 1995 305,769 0 0 50,000 16,900 President and Chief 1994 300,000 0 0 19,400 10,495 Executive Officer 1993 300,000 0 0 45,000 8,625 Jeffrey H. Brotman 1995 305,769 0 0 50,000 15,820 Chairman of the Board 1994 300,000 0 0 19,400 8,884 1993 300,000 0 0 45,000 7,583 Richard D. DiCerchio 1995 265,000 37,000 0 20,000 15,820 Executive Vice 1994 256,923 40,000 0 30,900 8,358 President 1993 240,000 30,000 0 45,000 6,902 Richard A. Galanti 1995 240,480 37,000 0 20,000 15,070 Executive Vice 1994 210,385 40,000 0 20,000 6,913 President and Chief 1993 187,308 24,000 0 0 5,812 Financial Officer Edward B. Maron, Jr. 1995 297,710 44,358 0 20,000 11,110 Executive Vice 1994 234,086 44,260 78,472 20,000 9,590 President 1993 219,600 28,657 113,651 0 7,015
-2- ___________ (A) Because the Company's fiscal year 1995 was a 53-week year, salary amounts shown for each Named Executive Officer include one week of compensation in addition to the amounts otherwise payable on an annualized basis. (B) Amounts shown for Mr. Maron in 1993 and 1994 represent tax equalization payments. (C) In fiscal year 1995, amounts shown for each named Executive Officer include the Company's matching contributions under a deferred compensation plan of $5,000 each. In fiscal year 1995, amounts shown for Messrs. Sinegal, Brotman, DiCerchio and Galanti include matching contributions of $500 each, and Company contributions of $9,000 each, under the PriceCostco 401(k) Retirement Plan. Amounts shown for each Named Executive Officer include premiums representing the term insurance portion under the executive life program of $2,400, $1,320, $1,320, $570 and $6,110, respectively, in fiscal year 1995. GRANTS OF STOCK OPTIONS The following table sets forth information concerning the award of stock options to the Named Executive Officers during fiscal 1995: OPTION/SAR GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE VALUE AT ASSUMED NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK SECURITIES OPTIONS/SARS PRICE APPRECIATION FOR UNDERLYING GRANTED TO OPTION TERM (C) OPTIONS/SARS EMPLOYEES EXERCISE OR EXPIRATION ------------------------ NAME GRANTED (#)(A) FISCAL YEAR (B) BASE PRICE ($/SH) DATE 5% ($) 10% - ---- -------------- --------------- ----------------- ---------- --------- --------- James D. Sinegal 50,000 1.42 13.3125 05/26/05 418,605 1,060,833 Jeffrey H. Brotman 50,000 1.42 13.3125 05/26/05 418,605 1,060,833 Richard D. DiCerchio 20,000 .57 13.3125 05/26/05 167,442 424,333 Richard A. Galanti 20,000 .57 13.3125 05/26/05 167,442 424,333 Edward B. Maron, Jr. 20,000 .57 13.3125 05/26/05 167,442 424,333
___________ (A) These stock options vest 20% per year for five years from the date of grant and expire ten years from the date of grant. The exercise price for these stock options equals the fair market value of the Common Stock on the date of grant. (B) The total number of stock options granted in fiscal 1995 by the Company was 3,515,776. (C) These assumed rates of appreciation are provided in order to comply with requirements of the Securities and Exchange Commission, and do not represent the Company's expectation as to the actual rate of appreciation of the Common Stock. The actual value of the options will depend on the performance of the Common Stock, and may be greater or less than the amounts shown. -3- EXERCISE OF STOCK OPTIONS The following table sets forth information concerning the exercise of stock options during fiscal 1995 by each of the Named Executive Officers and the fiscal year-end value of unexercised options. AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
VALUE OF UNEXERCISED NUMBER OF SECURITIES IN-THE-MONEY UNDERLYING UNEXERCISED OPTIONS/SARS OPTIONS/SARS AT FY-END (#) AT FY-END ($) SHARES ACQUIRED VALUE REALIZED EXERCISABLE/ EXERCISABLE/ NAME ON EXERCISE (#) ($)(A) UNEXERCISABLE UNEXERCISABLE - ---- ---------------- -------------- --------------------------- ---------------------- James D. Sinegal 0 0 127,797/70,603 0/206,250 Jeffrey H. Brotman 0 0 148,798/70,603 0/206,250 Richard D. DiCerchio 54,246 672,655 218,598/49,803 1,292,499/119,500 Richard A. Galanti 68,140 777,934 88,750/52,500 449,875/119,500 Edward B. Maron, Jr. 0 0 44,956/52,500 82,500/156,125
___________________ (A) Market value of underlying securities at the exercise date, minus the exercise price of such options. COMPENSATION OF DIRECTORS Each non-employee director of the Company earns $30,000 per year for serving on the Board and $1,000 for each Board meeting and $500 for each committee meeting attended. In addition, non-employee directors receive an annual grant of options to purchase 8,000 shares of common stock, and are reimbursed for travel expenses incurred in connection with the performance of their duties as directors. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The members of the Compensation Committee during fiscal 1995 were John W. Meisenbach, Hamilton E. James and Frederick O. Paulsell, Jr. John W. Meisenbach is a principal shareholder of MCM (Meisenbach Capital Management) Financial, Inc. MCM provided consulting and insurance services in managing the Company's employee benefit plans and executive life insurance programs covering over $70,000,000 in total annual benefit costs, for which MCM received total compensation from third party insurers of $580,773 in fiscal 1995. Hamilton E. James is a Managing Director of DLJ. During fiscal 1995, DLJ represented the Company in connection with the spin-off of certain assets of the Company to Price Enterprises (the "Exchange Transaction") and also provided services to the Company in connection with a $300,000,000 Senior Note Offering. -4- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 14, 1995 PRICE/COSTCO, INC. By: /s/ Richard A. Galanti ---------------------------------- Richard A. Galanti Its: Executive Vice President and Chief Financial Officer -5- -----END PRIVACY-ENHANCED MESSAGE-----