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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended August 31, 1996
Commission File No. 1-6807
FAMILY DOLLAR STORES, INC.
(Exact name of registrant as specified in its charter)
Delaware 56-0942963
(State of incorporation) (I.R.S. Employer Identification Number)
10401 Old Monroe Road, Matthews, North Carolina 28105
(Address of principal executive offices) (Zip Code)
P. O. Box 1017, Charlotte, North Carolina 28201-1017
(Mailing address)
Registrant's telephone number, including area code (704) 847-6961
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, $.10 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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
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. X
The aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant on November 10, 1996, was approximately
$817,900,000.
The number of shares of the registrant's Common Stock outstanding as of
November 10, 1996, was 56,868,562.
DOCUMENTS INCORPORATED BY REFERENCE
Incorporated Documents
(To the extent indicated herein) Location in Form 10-K
Annual Report to Stockholders for the Part II (Items 5, 6, 7 and 8)
fiscal year ended August 31, 1996 Part IV (Item 14)
Proxy Statement dated November 21, 1996 Part III (Items 10, 11, 12
for the Annual Meeting of Stockholders and 13)
PART I
ITEM 1. BUSINESS
The original predecessor of Family Dollar Stores, Inc., was
organized in 1959 to operate a self-service retail store in Charlotte,
North Carolina. In subsequent years, additional stores were opened, and
separate corporations generally were organized to operate these stores.
Family Dollar Stores, Inc. (together with its subsidiaries referred to
herein as the "Company"), was incorporated in Delaware in 1969, and all
existing corporate entities became wholly-owned subsidiaries. Additional
stores continued to be opened and operated in wholly-owned subsidiaries
organized in the states where the stores were located. Four wholly-owned
subsidiaries organized as North Carolina corporations provide distribu-
tion, trucking, operations, marketing and other services to the Company.
The Company now operates a chain of self-service retail discount
stores. As of November 1, 1996, there were 2,602 stores in 38 states and
the District of Columbia as follows:
Texas 262 Louisiana 83 Iowa 16
North Carolina 211 Illinois 81 Delaware 15
Georgia 173 West Virginia 75 Colorado 14
Ohio 159 New York 72 New Mexico 13
Florida 158 Mississippi 67 Connecticut 12
Virginia 129 Arkansas 51 Rhode Island 10
Tennessee 128 Missouri 51 Nebraska 9
South Carolina 115 Oklahoma 47 Minnesota 6
Alabama 105 Maryland 42 New Hampshire 4
Pennsylvania 101 Massachusetts 38 Vermont 4
Kentucky 96 Wisconsin 25 South Dakota 3
Michigan 95 Kansas 22 Maine 2
Indiana 85 New Jersey 22 District of Columbia 1
The number of stores operated by the Company at the end of each of
its last five fiscal years is as follows: 1,885 stores on August 31,
1992; 2,035 stores on August 31, 1993; 2,215 stores on August 31, 1994;
2,416 stores on August 31, 1995; and 2,581 stores on August 31, 1996.
During the fiscal year ended August 31, 1996, 58 stores were
closed, 14 stores were relocated within the same shopping center or
market area, 20 stores were expanded in size and 265 stores were
remodeled or refurbished. All of the stores are occupied under leases,
except 143 stores owned by the Company. (See "Properties" herein.) The
Company has announced plans to open approximately 235 stores and close
approximately 50 stores during the current fiscal year. Such plans are
continually reviewed and subject to change depending on economic
conditions and other factors. From September 1, 1996, through
November 1, 1996, the Company opened 32 new stores, closed 11 stores,
relocated 2 stores, expanded 11 stores and refurbished approximately 200
stores. All stores opening in the fiscal year ending August 31, 1997,
will have the new interior store layout that was utilized in all new
stores opened in the fiscal year ended August 31, 1996. This layout
features increased emphasis on promotional goods, improved presentation
of merchandise, lower fixtures and wider aisles for an attractive,
customer-friendly shopping environment.
As of November 1, 1996, the Company had in the aggregate approxi-
mately 20,500,000 square feet of total store space (including receiving
rooms and other non-selling areas). The typical store has approximately
6,000 to 8,000 square feet of total area. The stores are in both rural
and urban areas, and they are typically freestanding or located in
shopping centers with adequate parking available. As of November 1,
1996, there were approximately 1,335 stores located in communities with
populations of less than 15,000; approximately 500 stores in communities
with populations of 15,000 to 50,000; and approximately 767 stores in
communities with populations of over 50,000. All stores are similar in
appearance and display highly visible red and white "Family Dollar
Stores" or "Family Dollar" signs.
The Company's stores are operated on a self-service, cash-and-
carry basis, and low overhead permits the sale of merchandise at a
relatively moderate markup. During the fiscal year ended August 31,
1994, in the face of increasing competition, the Company began to change
its merchandising strategy away from promotional pricing and towards
everyday low prices. In December 1993, prices were reduced on a limited
number of items in 400 stores and in June 1994, this program was expanded
to 1,000 stores. In September and October 1994, the number of stores
with merchandise at reduced prices increased to 1,800, and the number of
stockkeeping units with price reductions increased from approximately 500
to approximately 2,500. A lesser number of price reductions were taken
in the balance of the stores in less competitive markets. No single
store accounted for more than one-fifth of one percent of sales during
the fiscal year ended August 31, 1996. Most of the stores are open six
evenings a week, and many remain open on Sunday afternoons.
The stores offer a variety of merchandise including men's,
women's, boys', girls' and infants' clothing, shoes, household products,
health and beauty aids, domestics, toys, school supplies, candy and snack
food, electronics, housewares, paint and automotive supplies. During the
fiscal year ended August 31, 1996, soft goods, including wearing apparel,
shoes, linens, blankets, bedspreads and curtains, accounted for approx-
imately 36.5 percent of the Company's sales. During the fiscal year
ended August 31, 1996, nationally advertised brand merchandise accounted
for approximately 25 percent of sales, Family Dollar label merchandise
accounted for approximately 5 percent of sales and merchandise sold under
other labels, or which was unlabeled, accounted for the balance of sales.
Irregular merchandise accounted for approximately 2 percent of sales
during such period. The Company does not accept credit cards or extend
credit.
The Company has a policy of uniform pricing of items in the majority
of its stores. A zone pricing system also is utilized in which selected
merchandise in stores in the most competitive markets carries lower
prices and in stores in the least competitive markets carries higher
prices. The Company advertises through circulars which are inserted in
newspapers or mailed directly to consumers' residences, and also
advertises to a limited degree in newspapers and on radio in portions of
its operating area. As part of the Company's plan to reduce expenses to
support the program of price reductions on merchandise in its stores, in
the fiscal year ended August 31, 1995, the number of advertising
circulars distributed to consumers' homes or inserted in newspapers was
cut from 22 to 15. All seven advertising coupon booklets that were
distributed in the fiscal year ended August 31, 1994, also were
eliminated. In the fiscal year ended August 31, 1996, the number of
advertising circulars distributed was reduced from 15 to 14. In the
fiscal year ending August 31, 1997, the current plan is to again
distribute 14 circulars.
The Company has an unadvertised internal maximum price policy which
currently is to price most items of merchandise under $17.99. In the
fiscal years ended August 31, 1995 and 1996, as part of the Company's
emphasis on the sale of lower priced merchandise, the Company reduced the
average price point of merchandise sold in its stores.
The Company purchases its merchandise from approximately 1,500
suppliers and generally has not experienced difficulty in obtaining
adequate quantities of merchandise. Approximately 63 percent of the
merchandise is manufactured in the United States and substantially all
such merchandise is purchased directly from the manufacturer. Purchases
of imported merchandise are made directly from the manufacturer or from
importers. No single supplier accounted for more than 2 percent of the
merchandise sold by the Company in the fiscal year ended August 31, 1996.
Each of the Company's 22 buyers specializes in the purchase of specific
categories of goods.
During the fiscal year ended August 31, 1996, approximately
2.5 percent of the merchandise purchased by the Company was shipped
directly to its stores by the manufacturer or importer. Most of the
balance of the merchandise was received at the Company's Distribution
Centers in Matthews, North Carolina, and West Memphis, Arkansas.
Merchandise is delivered to the stores from the Distribution Centers in
Matthews and West Memphis by Company-owned trucks and by common and
contract carriers. During the last fiscal year, approximately 65 percent
of the merchandise delivered was by common or contract carriers. The
average distance between the Distribution Center in Matthews and the
approximately 1,461 stores served by that facility on August 31, 1996, is
approximately 385 miles. The average distance between the Distribution
Center in West Memphis and the approximately 1,120 stores served by that
facility on August 31, 1996, is approximately 455 miles.
The Company also operates satellite distribution buildings in
Salisbury, North Carolina, and Memphis, Tennessee. High volume, bulk
items of merchandise are shipped by vendors directly to these facilities
and then delivered to the stores by contract carriers.
The business in which the Company is engaged is highly competi-
tive. The principal competitive factors include location of stores,
price and quality of merchandise, in-stock consistency, merchandise
assortment and presentation, and customer service. The Company competes
for sales and store locations in varying degrees with national and local
retailing establishments, including department stores, discount stores,
variety stores, dollar stores, discount clothing stores, drug stores,
grocery stores, outlet stores, warehouse stores and other stores. Many
of the largest retail merchandising companies in the nation have stores
in areas in which the Company operates. The relatively small size of the
Company's stores permits the Company to open new units in rural areas and
small towns, as well as in large urban centers, in locations convenient
to the Company's low and low-middle income customer base. As the
Company's sales are focused on low priced, basic merchandise, the stores
offer customers a reasonable selection of competitively priced
merchandise within a relatively narrow range of price points.
Generally, in a typical store the highest monthly volume of sales
occurs in December, and the lowest monthly volume of sales occurs in
January and February.
The Company maintains a substantial variety and depth of basic and
seasonal merchandise inventory in stock in its stores (and in distribu-
tion centers for weekly store replenishment) to attract customers and
meet their shopping needs. Vendors' trade payment terms are negotiated
to help finance the cost of carrying this inventory. The Company must
balance the value of maintaining high inventory levels to meet customers'
demands with the cost of having inventories at levels that exceed such
demands and that must be marked down in price in order to sell.
The Company has registered with the U. S. Patent and Trademark Office
the name "Family Dollar Stores" as a service mark.
On August 31, 1996, the Company had approximately 11,000 full-time
employees and approximately 9,700 part-time employees. Approximately 700
additional employees were hired on a temporary basis for the 1995
Christmas season. None of the Company's employees are covered by
collective bargaining agreements. The Company considers its employee
relations to be good.
ITEM 2. PROPERTIES
As of November 1, 1996, the Company operated 2,602 stores in 38
states and the District of Columbia. See "Business" herein. With the
exception of 143 stores owned by the Company, all of the Company's stores
were occupied under lease. Most of the leases are for fixed rentals.
A large majority of the leases contain provisions which may require
additional payments based upon a percentage of sales or property taxes,
insurance premiums or common area maintenance charges.
Of the Company's 2,459 leased stores at November 1, 1996, all but
121 leases contain options to renew for additional terms; in most cases
for a number of successive five-year periods. The following table sets
forth certain data, as of November 1, 1996, concerning the expiration
dates of all leases with renewal options:
Approximate Number of Approximate Number of
Leases Expiring Leases Expiring
Assuming No Exercise Assuming Full Exercise
Fiscal Years of Renewal Options of Renewal Options
1997 343 0
1998-2000 1,489 3
2001-2003 408 93
2004-2006 95 184
2007 and thereafter 3 2,058
Of the 143 Company-owned stores, 18 are located in Texas, 16 in
North Carolina, 13 each in Georgia and Virginia, 11 each in Indiana and
Illinois, 8 in Tennessee, 7 in Michigan, 6 in Ohio, 5 each in Alabama and
Arkansas, 4 each in South Carolina, West Virginia, Florida, Kentucky and
Louisiana, 3 in Mississippi, 2 each in Iowa and Oklahoma and one each in
New Jersey, Missouri and Kansas. In these owned stores, there are
approximately 1,140,000 total square feet of space.
The Company also owns its Executive Offices and Distribution Center
which are located on a 64.5 acre tract of land in Matthews, North
Carolina, just outside of Charlotte, in a building containing
approximately 810,000 square feet of which approximately 740,000 square
feet are used for the Distribution Center which includes receiving,
warehousing and shipping facilities, and approximately 70,000 square feet
are used for Executive Offices.
During the fiscal year ended August 31, 1996, the Company leased
buildings in Salisbury, North Carolina (approximately 300,000 square
feet) and Memphis, Tennessee (approximately 270,000 square feet) to serve
as satellite distribution facilities, and a building in Charlotte, North
Carolina (approximately 80,600 square feet) to serve as a reclamation
facility for merchandise returned from the stores. These leases continue
in effect in the fiscal year ending August 31, 1997. During the fiscal
year ending August 31, 1997, the Company also is leasing another building
in Charlotte (approximately 313,000 square feet) to provide storage space
for the Distribution Center in nearby Matthews.
In 1992, the Company purchased a 75 acre parcel of land in West
Memphis, Arkansas, and construction began in 1993 on a 550,000 square
foot full-service distribution center. This facility became operational
in the spring of 1994, and currently serves approximately 1,120 stores.
The approximate $25 million cost for the land, building and equipment was
financed with cash flow from current operations and short-term borrowing
under the Company's bank lines of credit. In October 1995, construction
began on a 300,000 square foot addition to this facility, and this
addition was substantially completed by the end of the Company's fiscal
year on August 31, 1996. The approximate $16 million cost for the
expansion and the related equipment is expected to be financed in the
same manner as the financing of the original facility.
The Company currently plans to begin construction of a third full-
service distribution center in Warren County, Virginia, in the spring of
1997. This facility is being designed and may contain approximately
900,000 square feet. The estimated cost of $45 million for the land,
building and equipment currently is expected to be financed with cash
flow from current operations and short-term borrowing under the Company's
bank lines of credit.
The Company owns and operates a fleet of tractor-trailers and trucks
to distribute its merchandise.
ITEM 3. LEGAL PROCEEDINGS
The Company knows of no material pending legal proceedings, other
than ordinary routine litigation incidental to the business, to which the
Company is a party or of which any of its property is subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted during the fourth quarter of the
fiscal year ended August 31, 1996, to a vote of security holders through
the solicitation of proxies or otherwise.
ITEM 4a. EXECUTIVE OFFICERS OF THE REGISTRANT
The following information is furnished with respect to each of the
executive officers of the Company as of November 1, 1996:
Name Position and Office Age
Leon Levine (1) Chairman of the Board 59
and Treasurer
John D. Reier (2) President 56
George R. Mahoney, Jr. (3) Executive Vice President- 54
General Counsel and Secretary
R. David Alexander, Jr. (4) Senior Vice President- 39
Distribution and
Transportation
Howard R. Levine (5) Senior Vice President- 37
Merchandising and
Advertising
Albert S. Rorie (6) Senior Vice President- 46
Data Processing
C. Martin Sowers (7) Senior Vice President- 38
Finance
Phillip W. Thompson (8) Senior Vice President- 47
Store Operations
Charles W. Broome (9) Vice President- 48
Store Operations
Daniel R. Burns (10) Vice President- 49
Loss Prevention
Terry A. Cozort (11) Vice President- 53
Human Resources
Bruce W. Fosson (12) Vice President- 50
Store Operations
Owen R. Humphrey (13) Vice President- 55
Distribution and
Transportation
Gilbert A. LaFare (14) Vice President- 50
Real Estate
Edgar L. Paxton (15) Vice President- 54
Advertising and
Sales Promotion
John J. Scanlon (16) Vice President- 47
General Merchandise
Manager: Hardlines
Kenneth T. Smith (17) Vice President- 34
Controller
(1) Mr. Leon Levine founded the Company's business in 1959
and was its President, Chief Executive Officer and
Treasurer from 1959 until September 1977 when he was
elected Chairman of the Board, Chief Executive Officer
and Treasurer. He is the father of Howard R. Levine.
(2) Mr. John D. Reier was employed by the Company as Senior
Vice President-General Merchandise Manager in August
1987, and was promoted to Senior Vice President-
Merchandising and Advertising in that month. He was
elected President in November 1994.
(3) Mr. George R. Mahoney, Jr. was employed by the Company as
General Counsel in October 1976. He was elected Vice
President-General Counsel and Secretary in April 1977,
Senior Vice President-General Counsel and Secretary in
January 1984 and Executive Vice President-General Counsel
and Secretary in October 1991.
(4) Mr. R. David Alexander, Jr. was employed by the Company
as Senior Vice President-Distribution and Transportation
in August 1995. Prior to his employment by the Company,
he was employed by Northern Automotive Co., Inc., a chain
of discount automotive supply stores, from June 1993 to
August 1995, where he was Senior Vice President-
Distribution and Transportation. Prior to his employment
by Northern Automotive Co., Inc., he was employed by Best
Products Co., Inc., a chain of catalogue showroom stores,
from June 1985 to May 1993 where he was Senior Vice
President-Distribution and Transportation.
(5) Mr. Howard R. Levine was employed by the Company in
various capacities in the Merchandising Department from
1981 to 1987, including employment as Senior Vice
President-Merchandising and Advertising. From 1988 to
1992, Mr. Levine was President of Best Price Clothing
Stores, Inc., a chain of ladies' apparel stores. From
1992 to April 1996, he was self-employed as an investment
manager. He rejoined the Company in April 1996, and was
elected Vice President-General Merchandise Manager:
Softlines in April 1996 and Senior Vice President-
Merchandising and Advertising in September 1996. He is
the son of Leon Levine.
(6) Mr. Albert S. Rorie was employed by the Company in
various capacities in the Data Processing area from March
1973 through January 1981, including employment as
Director of Data Processing. Mr. Rorie was self-employed
as a data processing consultant from January 1981 through
May 1982, when he rejoined the Company and was elected
Vice President-Data Processing. He was elected Senior
Vice President-Data Processing in January 1988.
(7) Mr. C. Martin Sowers was employed by the Company as an
Accountant in October 1984 and was promoted to Assistant
Controller in January 1985. He was elected Controller in
January 1986, Vice President-Controller in July 1989 and
Senior Vice President-Finance in December 1991.
(8) Mr. Phillip W. Thompson was employed by the Company in
January 1984 in the Store Operations Department. He was
elected Vice President-Store Operations in January 1985,
and Senior Vice President-Store Operations in
January 1992.
(9) Mr. Charles W. Broome was employed by the Company in 1977
in the Store Operations Department. He was promoted to
Regional Vice President-Store Operations in February
1992. He was elected Vice President-Store Operations in
October 1996.
(10) Mr. Daniel R. Burns was employed by the Company as Vice
President-Loss Prevention in October 1994. For more than
five years prior to his employment by the Company, he was
employed by Kay-Bee Toy Stores where he was Vice
President-Loss Prevention and Shortage Control.
(11) Mr. Terry A. Cozort was employed by the Company as
Director of Human Resources in April 1988. He was
elected Vice President-Human Resources in July 1989.
(12) Mr. Bruce W. Fosson was employed by the Company in March
1992 as Regional Vice President-Store Operations. He was
elected Vice President-Store Operations in March 1996.
(13) Mr. Owen R. Humphrey was employed by the Company in
August 1979, and was promoted to Distribution Center
Operations Manager in December 1983. Mr. Humphrey was
promoted to Director of Distribution in January 1988,
and was elected Vice President-Distribution and
Transportation in July 1989.
(14) Mr. Gilbert A. LaFare was employed by the Company in
August 1992 as Vice President-Real Estate. For more
than five years prior to his employment by the Company,
he was Vice President-Real Estate with Little Caesars
Enterprises, Inc., a restaurant chain.
(15) Mr. Edgar L. Paxton was employed by the Company in
December 1985 as Director of Advertising. He was elected
Vice President-Advertising and Sales Promotion in
January 1988.
(16) Mr. John J. Scanlon was employed by the Company as
Divisional Vice President in 1992 and was elected Vice
President-General Merchandise Manager: Hardlines in
April 1996.
(17) Mr. Kenneth T. Smith was employed by the Company as a
financial analyst in March 1990. Mr. Smith was promoted
to Director of Information Services-Operations in
February 1992 and to Director of Accounting in October
1992. He was elected Vice President-Controller in
October 1995.
All executive officers of the Company are elected by and serve at
the pleasure of the Board of Directors.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
The information required by this item is included in the Company's
Annual Report to Stockholders for the fiscal year ended August 31, 1996,
on page 16 under the captions "Market Price and Dividend Information" and
"Market Prices and Dividends" and is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is included in the Company's
Annual Report to Stockholders for the fiscal year ended August 31, 1996,
on pages 14 and 15 under the caption "Summary of Selected Financial Data"
and is incorporated herein by reference. The Company did not have any
long-term debt at the end of each of its last five fiscal years.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this item is included in the Company's
Annual Report to Stockholders for the fiscal year ended August 31, 1996,
on pages 14 through 16 under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and is
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is included in the Company's
Annual Report to Stockholders for the fiscal year ended August 31, 1996,
on pages 17 through 24 and is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item as to Directors is included in
the Company's proxy statement dated November 21, 1996, on pages 5 through
7 under the caption "Election of Directors" and is incorporated herein by
reference. The information required by this item as to executive officers
is included in Item 4A in Part I of this report.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is included in the Company's
proxy statement dated November 21, 1996, on pages 7 through 13 under the
caption "Executive Compensation" and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is included in the Company's
proxy statement dated November 21, 1996, on pages 3 through 5 under the
caption "Ownership of the Company's Securities" and is incorporated herein
by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is included in the Company's
proxy statement dated November 21, 1996, on page 13 under the caption
"Related Transactions" and is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report:
1 and 2. Financial Statements and Financial Statement
Schedules:
The consolidated financial statements of Family Dollar Stores,
Inc., and subsidiaries which are incorporated by reference to
the Annual Report to Stockholders for the fiscal year ended
August 31,1996, are set forth in the index on page 17 of this
report.
All schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange
Commission are not required under the related instructions, are
inapplicable or the information is included in the consolidated
financial statements, and therefore, have been omitted.
The financial statements of Family Dollar Stores, Inc. (Parent
Company) are omitted because the registrant is primarily an
operating company and all subsidiaries included in the consoli-
dated financial statements being filed, in the aggregate, do
not have minority equity and/or indebtedness to any person
other than the registrant or its consolidated subsidiaries in
amounts which together exceed 5 percent of the total assets as
shown by the most recent year-end consolidated balance sheet.
3. Exhibits:
Exhibits incorporated by reference:
3(a)(i) Certificate of Incorporation, dated November 24, 1969,
(filed as Exhibit 3(a) to the Company's Registration
Statement on Form S-1, No. 2-35468).
(ii) Certificate of Amendment, dated February 2, 1972, of
Certificate of Incorporation (filed as Exhibit 3(a)(ii)
to the Company's Form 10-K (File No. 1-6807) for the year
ended August 31, 1980).
(iii) Certificate of Amendment, dated January 23, 1979, of
Certificate of Incorporation (filed as Exhibit 2 to the
Company's Form 10-Q (File No. 1-6807) for the quarter
ended February 28, 1979).
(iv) Certificate of Amendment, dated January 20, 1983, of
Certificate of Incorporation (filed as Exhibit 4(iv) to
the Company's Registration Statement on Form S-3,
No. 2-85343).
(v) Certificate of Amendment, dated January 16, 1986, of
Certificate of Incorporation (filed as Exhibit 3(a)(v) to
the Company's Form 10-K (File No. 1-6807) for the year
ended August 31, 1986).
(vi) Certificate of Amendment, dated January 15, 1987, of
Certificate of Incorporation (filed as Exhibit 3(a)(vi)
to the Company's Form 10-K (File No. 1-6807) for the year
ended August 31, 1987).
(b) By-Laws, as amended as of November 6, 1987 (filed as
Exhibit 3(b) to the Company's Form 10-K (File No. 1-6807)
for the year ended August 31, 1987).
* 10 (i) Incentive Profit Sharing Plan (filed as Exhibit 13(b)
to the Company's Registration Statement on Form S-1,
No. 2-35468).
* 10 (ii) 1989 Non-Qualified Stock Option Plan, amended as of
April 17, 1991 (filed as Exhibit 10(viii) to the
Company's Form 10-K (File No. 1-6807) for the year ended
August 31, 1991).
* 10 (iii) Family Dollar Employee Savings and Retirement Plan and
Trust amended and restated as of January 1, 1987 (filed
as Exhibit 10 (viii) to the Company's Form 10-K (File No.
1-6807) for the year ended August 31, 1995).
10 (iv) Credit Agreement dated as of March 31, 1996, between the
Company and NationsBank, N.A.,(filed as Exhibit 10 to the
Company's Form 10-Q (File No. 1-6807) for the quarter
ended May 31, 1996).
Exhibits filed herewith:
* 10 (v) Amendment No. One dated January 15, 1996, to Family
Dollar Employee Savings and Retirement Plan and Trust
* 10 (vi) Employment Agreement dated September 1, 1996, between
the Company and John D. Reier
11 Statement Re: Computations of Per Share Earnings.
13 Annual Report to Stockholders for the fiscal year ended
August 31, 1996 (only those portions specifically
incorporated by reference herein shall be deemed filed).
21 Subsidiaries of the Company.
27 Financial Data Schedule
* Exhibit represents a management contract or compensatory plan.
(b) No reports on Form 8-K have been filed by the Company
during the last quarter of the period covered by this
report.
FAMILY DOLLAR STORES, INC., AND SUBSIDIARIES
Index
The consolidated financial statements of Family Dollar Stores, Inc., and
subsidiaries together with the report of Price Waterhouse LLP
incorporated in this report appear on the following pages of the Annual
Report to Stockholders for the fiscal year ended August 31, 1996.
Page of the
Annual Report
Report of Independent Accountants 17
Consolidated Statements of Income 17
Consolidated Balance Sheets 18
Consolidated Statements of Shareholders'
Equity 19
Consolidated Statements of Cash Flows 20
Notes to Consolidated Financial Statements 21-24
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
FAMILY DOLLAR STORES, INC.
(Registrant)
Date November 15, 1996 By LEON LEVINE
LEON LEVINE
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
Signature Title Date
LEON LEVINE Chairman of the Board and November 15, 1996
LEON LEVINE Director (Chief Executive
Officer and Chief Financial
Officer)
JOHN D. REIER President and Director November 15, 1996
JOHN D. REIER
GEORGE R. MAHONEY, JR. Executive Vice President November 15, 1996
GEORGE R. MAHONEY, JR. and Director
C. MARTIN SOWERS Senior Vice President- November 15, 1996
C. MARTIN SOWERS Finance
KENNETH T. SMITH Vice President-Controller November 15, 1996
KENNETH T. SMITH (Principal Accounting
Officer)
MARK R. BERNSTEIN Director November 15, 1996
MARK R. BERNSTEIN
JAMES H. HANCE, JR. Director November 15, 1996
JAMES H. HANCE, JR.
JAMES G. MARTIN Director November 15, 1996
JAMES G. MARTIN