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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, 1997
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.
The aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant based on the closing price of these shares
on the New York Stock Exchange on November 10, 1997, was approximately
$1,530,800,000.
The number of shares of the registrant's Common Stock outstanding as of
November 10, 1997, was 85,872,666.
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, 1997 Part IV (Item 14)
Proxy Statement dated November 20, 1997 Part III (Items 10, 11, 12 and 13)
for the Annual Meeting of Stockholders
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 subsidiaries
organized as North Carolina corporations provide distribution, 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, 1997, there were 2,820 stores in 38 states and
the District of Columbia as follows:
Texas 277 Louisiana 87 Colorado 21
North Carolina 214 New York 83 Kansas 20
Georgia 186 Illinois 81 Iowa 16
Ohio 182 West Virginia 79 Delaware 15
Florida 173 Mississippi 75 Connecticut 14
Tennessee 138 Arkansas 55 Minnesota 13
Virginia 137 Oklahoma 53 Nebraska 11
South Carolina 118 Missouri 51 Rhode Island 10
Pennsylvania 114 Maryland 44 New Hampshire 7
Alabama 112 Massachusetts 38 Vermont 5
Michigan 109 Wisconsin 32 Maine 4
Kentucky 104 New Jersey 24 South Dakota 3
Indiana 91 New Mexico 23 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: 2,035 stores on August 31,
1993; 2,215 stores on August 31, 1994; 2,416 stores on August 31, 1995;
2,581 stores on August 31, 1996; and 2,767 stores on August 31, 1997.
During the fiscal year ended August 31, 1997, 50 stores were
closed, 39 stores were relocated within the same shopping center or market
area, 55 stores were expanded in size and 380 stores were renovated. All
of the stores are occupied under leases, except 141 stores owned by the
Company. (See "Properties" herein.) The Company has announced plans to
open approximately 300 stores and close approximately 50 stores during the
current fiscal year. Such plans are continually reviewed and subject to
change. From September 1, 1997, through November 1, 1997, the Company
opened 71 new stores, closed 18 stores, relocated 1 store and expanded 7
stores. All stores opening in the fiscal year ending August 31, 1998, will
have the new interior store layout that has been utilized in all new stores
opened since September 1, 1995. This layout features increased emphasis on
seasonal and promotional goods, improved presentation of merchandise, lower
fixtures and wider aisles for an attractive, customer-friendly shopping
environment.
As of November 1, 1997, the Company had in the aggregate approximately
22,600,000 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, 1997, there were
approximately 1,450 stores located in communities with populations of less
than 15,000; approximately 540 stores in communities with populations of
15,000 to 50,000; and approximately 830 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-eighth of one percent of sales during the fiscal
year ended August 31, 1997. 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, domestics, household products,
health and beauty aids, toys, school supplies, candy and snack food,
electronics, housewares, paint and automotive supplies. During the fiscal
year ended August 31, 1997, soft goods, including wearing apparel, shoes,
linens, blankets, bedspreads and curtains, accounted for approximately 34.5
percent of the Company's sales. During the fiscal year ended August 31,
1997, nationally advertised brand merchandise accounted for approximately
30 percent of sales, Family Dollar label merchandise accounted for
approximately 4.5 percent of sales and merchandise sold under other labels,
or which was unlabeled, accounted for the balance of sales. Irregular
merchandise accounted for approximately 1.5 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 most items in its
stores. Selected merchandise in stores in the most competitive markets
carries lower prices and in stores in the least competitive markets with
higher operating costs 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. 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. In the
fiscal year ended August 31, 1996, the number of advertising circulars
distributed was reduced from 15 to 14. In the fiscal year ended August 31,
1997, 14 circulars again were distributed. In the fiscal year ending
August 31, 1998, the current plan is to distribute 10 or 11 circulars. The
Company has an unadvertised internal maximum price policy which currently is
to price most items of merchandise under $17.99.
The Company purchases its merchandise from approximately 1,600 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 1.5 percent of the merchandise sold by the
Company in the fiscal year ended August 31, 1997. Each of the Company's 22
buyers specializes in the purchase of specific categories of goods.
During the fiscal year ended August 31, 1997, 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 70 percent of the merchandise delivered was by
common or contract carriers. The average distance between the Distribution
Center in Matthews and the approximately 1,490 stores served by that
facility on August 31, 1997, is approximately 390 miles. The average
distance between the Distribution Center in West Memphis and the
approximately 1,277 stores served by that facility on August 31, 1997, is
approximately 465 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 competitive. 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, regional 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 distribution
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, 1997, the Company had approximately 12,000 full-time
employees and approximately 10,500 part-time employees. Approximately 750
additional employees were hired on a temporary basis for the 1996 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, 1997, the Company operated 2,820 stores in 38
states and the District of Columbia. See "Business" herein. With the
exception of 141 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 2,679 leased stores at November 1, 1997, all but
145 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, 1997, 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
1998 514 0
1999-2001 1,386 2
2002-2004 530 101
2005-2007 102 214
2008 and thereafter 2 2,217
Of the 141 Company-owned stores, 18 are located in Texas, 16 in
North Carolina, 13 each in Georgia and Virginia, 11 in Indiana, 10 in
Illinois, 8 in Tennessee, 7 in Michigan, 6 in Ohio, 5 in Alabama, 4 each
in South Carolina, West Virginia, Florida, Arkansas, 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 1,130,000 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.
The Company owns a second full-service distribution center which is
located on a 75-acre tract of land in West Memphis, Arkansas, in a
building containing approximately 850,000 square feet. This facility
became operational in the spring of 1994 with 550,000 square feet of
space, and a 300,000 square foot addition was substantially completed by
the end of the Company's fiscal year on August 31, 1996.
The Company began construction in March 1997 of a third full-service
distribution center on a 75-acre tract of land owned by the Company in
Warren County, Virginia. This distribution center will contain
approximately 907,000 square feet and the plan is to begin shipping
merchandise from this facility to stores in February 1998. The
estimated cost of $49 million for the land, building, equipment and
related services is expected to be funded with cash flow from current
operations and short-term borrowing under the Company's bank lines of
credit. Approximately $22 million of the estimated cost had been
expended prior to August 31, 1997.
During the fiscal year ended August 31, 1997, 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
(approximately 313,000 square feet) to provide storage space for the
Distribution Center in nearby Matthews. The Company also leased another
building in Charlotte (approximately 78,100 square feet) to serve as a
reclamation facility for merchandise returned from the stores. These
leases continue in effect through all or most of the current fiscal
year.
The Company owns and operates a fleet of tractor-trailers and trucks
to distribute merchandise to some of its stores.
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, 1997, 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, 1997:
Name Position and Office Age
Leon Levine (1) Chairman of the Board 60
and Treasurer
Howard R. Levine (2) President 38
R. James Kelly (3) Vice Chairman 50
George R. Mahoney, Jr. (4) Executive Vice President- 55
General Counsel and Secretary
R. David Alexander, Jr. (5) Senior Vice President- 40
Distribution and
Logistics
Albert S. Rorie (6) Senior Vice President- 47
Information Technology
C. Martin Sowers (7) Senior Vice President- 39
Finance
Phillip W. Thompson (8) Senior Vice President- 48
Store Operations
Charles W. Broome (9) Vice President- 49
Store Operations
Terry A. Cozort (10) Vice President- 54
Human Resources
Charles D. Curry (11) Vice President- 42
Asset Protection
Bruce W. Fosson (12) Vice President- 51
Store Operations
Charles S. Gibson, Jr. (13) Vice President- 36
Logistics
Owen R. Humphrey (14) Vice President- 56
Distribution and
Transportation
Gilbert A. LaFare (15) Vice President- 51
Real Estate
Edgar L. Paxton (16) Vice President- 55
Advertising and
Sales Promotion
John J. Scanlon (17) Vice President- 48
General Merchandise
Manager: Hardlines
Lou Scognamiglio (18) Vice President- 48
General Merchandise
Manager: Softlines
Kenneth T. Smith (19) Vice President- 35
Loss Prevention
(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. 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, Senior Vice President-
Merchandising and Advertising in September 1996 and
President and Chief Operating Officer in April 1997.
He is the son of Leon Levine.
(3) Mr. R. James Kelly was employed by the Company as Vice
Chairman-Chief Financial and Administrative Officer in
January 1997. For more than five years prior to his
employment by the Company, he was a partner with Price
Waterhouse LLP.
(4) 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.
(5) Mr. R. David Alexander, Jr. was employed by the Company
as Senior Vice President-Distribution and Transportation
in August 1995, and was promoted to Senior Vice
President-Distribution and Logistics in September 1997.
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.
(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 and Senior Vice President-Information
Technology in September 1997.
(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. 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.
(11) Mr. Charles D. Curry was employed by the Company in
May 1982 in the Store Operations Department and
served in several positions including Regional Vice
President-Store Operations. He was elected Vice
President-Asset Protection in June 1997.
(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. Charles S. Gibson, Jr. was employed by the Company
as Vice President-Logistics in September 1997. Prior
to his employment by the Company, he was employed by
Campo Electronics, Appliances and Computers, Inc. a
regional chain of electronics stores, from November 1994
to August 1997, where his last position was Chief
Operating Officer and his previous position was Vice
President-Logistics and Operations. Prior to his
employment by Campo Electronics, Appliances and
Computers, Inc., he was employed by Big B, Inc., a drug
store chain, from August 1991 to November 1994 where he
was Vice President-Logistics.
(14) 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.
(15) Mr. Gilbert A. LaFare was employed by the Company in
August 1992 as Vice President-Real Estate.
(16) 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.
(17) Mr. John J. Scanlon was employed by the Company as
Divisional Vice President in March 1992 and was elected
Vice President-General Merchandise Manager: Hardlines in
April 1996.
(18) Mr. Lou Scognamiglio was employed by the Company as Vice
President-General Merchandise Manager: Softlines in
February 1997. For more than five years prior to his
employment by the Company, he was employed by One Price
Clothing Stores, Inc., a regional chain of apparel
stores, where his last position was Divisional
Merchandise Manager.
(19) 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 and Vice President-Loss Prevention in June
1997.
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, 1997, 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, 1997, 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, 1997, 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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE
ABOUT MARKET RISK
Not Applicable
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, 1997, 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 the Company's
directors and compliance by the Company's directors, executive officers
and certain beneficial owners of the Company's Common Stock with Section
16(a) of the Securities Exchange Act of 1934 is included in the
Company's proxy statement dated November 20, 1997, on pages 4 through 6
under the caption "Election of Directors" and on page 18 under the
caption "Section 16(a) Beneficial Ownership Reporting Compliance" 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 20, 1997, on pages 7 through 14
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 20, 1997, on pages 3 and 4
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 20, 1997, on page 14 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, 1997, 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
consolidated 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 April 29, 1997 (filed as
Exhibit 3(b) to the Company's Form 10-Q (File No. 1-6807)
for the quarter ended May 31, 1997).
* 10 (i) Incentive Profit Sharing Plan amended as of January 16,
1997 (filed as Exhibit 10(ii) to the Company's Form 10-Q
(File No. 1-6807) for the quarter ended February 28,
1997).
* 10 (ii) 1989 Non-Qualified Stock Option Plan, amended as of
January 16, 1997 (filed as Exhibit 10(iii) to the
Company's Form 10-Q (File No. 1-6807) for the quarter
ended February 28, 1997).
* 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) Amendment No. One dated January 15, 1996, to Family
Dollar Employee Savings and Retirement Plan and Trust
(filed as Exhibit 10(v) to the Company's Form 10-K (File
No. 1-6807) for the year ended August 31, 1996).
10 (v) 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).
* 10 (vi) Employment Agreement dated December 17, 1996, between the
Company and R. James Kelly (filed as Exhibit 10(i) to the
Company's Form 10-Q (File No. 1-6807) for the quarter
ended February 28, 1997).
* 10 (vii) Employment Agreement dated April 29, 1997, between the
Company and Howard R. Levine (filed as Exhibit 10(i) to
the Company's Form 10-Q (File No. 1-6807) for the quarter
ended May 31, 1997).
Exhibits filed herewith:
* 10 (i) Amendment dated August 28, 1997, to the Employment
Agreement dated April 29, 1997, between the Company and
Howard R. Levine.
11 Statement Re: Computations of Per Share Earnings.
13 Annual Report to Stockholders for the fiscal year ended
August 31, 1997 (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, 1997.
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 17, 1997 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 17, 1997
LEON LEVINE Director (Chief Executive
Officer)
HOWARD R. LEVINE President and Director November 17, 1997
HOWARD R. LEVINE
R. JAMES KELLY Vice Chairman-Chief November 17, 1997
R. JAMES KELLY Financial and Administrative
Officer and Director
(Principal Financial
Officer)
GEORGE R. MAHONEY, JR. Executive Vice President November 17, 1997
GEORGE R. MAHONEY, JR. and Director
C. MARTIN SOWERS Senior Vice President- November 17, 1997
C. MARTIN SOWERS Finance (Principal
Accounting Officer)
MARK R. BERNSTEIN Director November 17, 1997
MARK R. BERNSTEIN
JAMES H. HANCE, JR. Director November 17, 1997
JAMES H. HANCE, JR.
JAMES G. MARTIN Director November 17, 1997
JAMES G. MARTIN