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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 1994
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 0-6074
Nordstrom, Inc.
______________________________________________________
(Exact name of Registrant as specified in its charter)
Washington 91-0515058
_______________________________ __________________
(State or other jurisdiction of (IRS employer
incorporation or organization) Identification No.)
1501 Fifth Avenue, Seattle, Washington 98101
______________________________________________________
(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: 206-628-2111
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, without par value
____________________________________
(Title of class)
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. / /
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On March 22, 1994, 82,080,065 shares of common stock were outstanding, and the
aggregate market value of those shares (based upon the closing price as
reported by the NASDAQ) held by non-affiliates was approximately $2.1 billion.
Documents Incorporated by Reference:
Portions of Nordstrom, Inc. 1993 Annual Report to Shareholders
(Parts I and II)
Portions of Proxy Statement for 1994 Annual Meeting of Shareholders
(Part III)
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PART I
Item 1. Business.
- - ------------------
Nordstrom, Inc. (the "Company") was incorporated in the State of Washington in
1946 as successor to a retail shoe business started in 1901. Today, the
Company operates 53 large specialty stores and four smaller specialty stores
in Washington, Oregon, California, Utah, Alaska, Virginia, New Jersey,
Illinois, Maryland and Minnesota, selling a wide selection of apparel, shoes
and accessories for women, men and children.
The Company also operates eighteen clearance stores under the name "Nordstrom
Rack" which serve as outlets for clearance merchandise from the Company's
large specialty stores. The Racks also purchase merchandise directly from
manufacturers. The Racks are located in Washington, Oregon, California, Utah,
Virginia, Maryland, Pennsylvania and Illinois. The Company also operates
a men's specialty store in New York and leased shoe departments in 11
department stores in Hawaii. The Company commenced operations of its Direct
Sales division with the mailing of the first catalog at the end of 1993.
Over the next twelve to eighteen months, the Company will be involved in tests
of Interactive Television Shopping.
The Company regularly employs on a full or part-time basis an average of
approximately 33,000 employees. Due to the seasonal nature of the Company's
business, the number increased to approximately 40,000 employees in December.
The Company's business is highly competitive. Its stores compete with other
national, regional and local retail establishments within its operating areas
which carry similar lines of merchandise, including department stores,
specialty stores and boutiques. The Company believes the principal methods of
competing in its industry include customer service, value, fashion,
advertising, store location and depth of selection.
Certain other information required under Item 1 is contained within the
following sections of the Company's 1993 Annual Report to Shareholders, which
sections are incorporated by reference herein from Exhibit 13.1 of this
report:
Message to the Shareholders
Management Discussion and Analysis
Note 13 in Notes to Consolidated
Financial Statements
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Executive Officers of the Registrant
- - ------------------------------------
Officer
Name Age Title Since Family Relationship
- - -------------------- --- ------------------ ------- --------------------
Jammie Baugh 40 Executive Vice 1990 None
President
Gail Cottle 42 Executive Vice 1985 None
President
Joseph V. Demarte 42 Vice President 1990 None
John A. Goesling 48 Executive Vice 1980 None
President and Treasurer
Jack Irving 49 Executive Vice 1980 None
President
Raymond A. Johnson 52 Co-President 1976 None
John A. McMillan 62 Co-Chairman of the 1969 Cousin by marriage of
Board of Directors Bruce A., James F.,
and John N. Nordstrom
Blake Nordstrom 33 Vice President 1991 Son of Bruce A.
Nordstrom
Bruce A. Nordstrom 60 Co-Chairman of the 1966 Cousin of James F.
Board of Directors and John N. Nordstrom
James A. Nordstrom 32 Vice President 1991 Son of John N.
Nordstrom
James F. Nordstrom 54 Co-Chairman of the 1969 Brother of John N.
Board of Directors Nordstrom
John N. Nordstrom 56 Co-Chairman of the 1966 Brother of James F.
Board of Directors Nordstrom
Robert T. Nunn 54 Executive Vice 1983 None
President
Cynthia C. Paur 43 Executive Vice 1983 None
President
John Walgamott 48 President of 1991 None
Nordstrom Credit, Inc.
and Nordstrom National
Credit Bank
John Whitacre 41 Co-President 1989 None
All of the above people that have not been officers for the past five years
have been full-time employees of the Company during that period. The officers
are re-elected annually by the Board of Directors following each year's Annual
Meeting. Each officer is elected for a term of one year or until a successor
is elected and qualifies.
4 of 16
Item 2. Properties.
- - --------------------
The following table summarizes at January 31, 1994 the number of stores owned
or operated by the Company and the percentage of total store area represented
by each listed category:
Number of % of total store
stores square footage
--------- ----------------
Owned Stores 20 29%
Leased Stores 35 29
Owned on leased land 18 39
Partly owned & partly leased 1 3
--------- ----------------
74 100%
========= ================
The Company also operates eight merchandise distribution centers, five of
which are owned and three of which are leased. The Company leases its
principal offices in Seattle, Washington, and owns an office building in the
Denver, Colorado metropolitan area which serves as the principal offices of
Nordstrom Credit, Inc. and Nordstrom National Credit Bank.
The Company operates 25 full-line stores, six clearance stores and two
distribution centers in California. Because of its high cost, the Company
does not carry earthquake insurance.
Certain other information required under this item is included in the
following section of the Company's 1993 Annual Report to Shareholders, which
section is incorporated by reference herein from Exhibit 13.1 of this report:
Retail Store Facilities
Item 3. Legal Proceedings.
- - --------------------------
The Company is not involved in any material pending legal proceedings, other
than routine litigation in the ordinary course of business.
Item 4. Submission of Matters to a Vote of Security Holders
- - ------------------------------------------------------------
None
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PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
- - ---------------------------------------------------------------------
The Company's Common Stock, without par value, is traded in the over-the-
counter market and is quoted daily by the NASDAQ. The approximate number of
holders of Common Stock as of March 22, 1994 was 71,500.
Certain other information required under this Item with respect to stock
prices and dividends is included in the following sections of the Company's
1993 Annual Report to Shareholders, which sections are incorporated by
reference herein from Exhibit 13.1 of this report:
Financial Highlights - Stock Trading
Consolidated Statements of Shareholders' Equity
Note 9 in Notes to Consolidated Financial Statements
Note 14 in Notes to Consolidated Financial Statements
Item 6. Selected Financial Data.
- - ---------------------------------
The information required under this item is included in the following section
of the Company's 1993 Annual Report to Shareholders, which section is
incorporated by reference herein from Exhibit 13.1 of this report:
Ten-Year Statistical Summary
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
- - ------------------------------------------------------------------------
The information required under this item is included in the following section
of the Company's 1993 Annual Report to Shareholders, which section is
incorporated by reference herein from Exhibit 13.1 of this report:
Management Discussion and Analysis
Item 8. Financial Statements and Supplementary Data.
- - -----------------------------------------------------
The information required under this item is included in the following sections
of the Company's 1993 Annual Report to Shareholders, which sections are
incorporated by reference herein from Exhibit 13.1 of this report:
Consolidated Statements of Earnings
Consolidated Balance Sheets
Consolidated Statements of Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Independent Auditors' Report
6 of 16
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 under this item with respect to the Company's
Directors and compliance with Section 16(a) of the Exchange Act is included in
the following sections of the Company's Proxy Statement for its 1994 Annual
Meeting of Shareholders, which sections are incorporated by reference herein
and will be filed within 120 days after the end of the Company's fiscal year:
Election of Directors
Compliance with Section 16(a) of the Exchange Act of 1934
The information required under this item with respect to the Company's
Executive Officers is incorporated by reference from Part I, Item 1 of this
report under "Executive Officers of the Registrant".
Item 11. Executive Compensation.
- - --------------------------------
The information required under this item is included in the following sections
of the Company's Proxy Statement for its 1994 Annual Meeting of Shareholders,
which sections are incorporated by reference herein and will be filed within
120 days after the end of the Company's fiscal year:
Compensation of Executive Officers in the Year Ended
January 31, 1994
Compensation and Stock Option Committee Report on Executive
Compensation
Stock Price Performance
Compensation of Directors
Compensation Committee Interlocks and Insider Participation
1993 Non-Employee Director Stock Incentive Plan (Effectiveness of the
Plan is subject to approval of the shareholders at the 1994 Annual
Meeting of Shareholders.)
Item 12. Security Ownership of Certain Beneficial Owners and Management.
- - ------------------------------------------------------------------------
The information required under this item is included in the following section
of the Company's Proxy Statement for its 1994 Annual Meeting of Shareholders,
which sections are incorporated by reference herein and will be filed within
120 days after the end of the Company's fiscal year:
Principal Shareholders
7 of 16
Item 13. Certain Relationships and Related Transactions.
- - --------------------------------------------------------
The information required under this item is included in the following sections
of the Company's Proxy Statement for its 1994 Annual Meeting of Shareholders,
which sections are incorporated by reference herein and will be filed within
120 days after the end of the Company's fiscal year:
Election of Directors
Transactions with Management
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
- - --------------------------------------------------------------------------
(a)1. Financial Statements
--------------------
The following consolidated financial information and statements of
Nordstrom, Inc. and its subsidiaries and the Independent Auditors'
Report are incorporated by reference herein from Exhibit 13.1 of this
report:
Consolidated Statements of Earnings
Consolidated Balance Sheets
Consolidated Statements of Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Independent Auditors' Report
(a)2. Financial Statement Schedules
-----------------------------
Page
----
Independent Auditors' Consent and Report on Schedules 12
V - Property, Buildings and Equipment 13
VI - Accumulated Depreciation and Amortization
of Property, Buildings and Equipment 14
VIII - Valuation and Qualifying Accounts 15
IX - Short-term Borrowings 16
Other schedules for which provision is made in Regulation S-X are not
required, are inapplicable, or the information is included in the
Company's 1993 Annual Report to Shareholders as incorporated by
reference herein from Exhibit 13.1 of this report.
8 of 16
(a)3. Exhibits
--------
(3.1) Articles of Incorporation of the Registrant are hereby
incorporated by reference from the Registrant's Form 10-K for the
year ended January 31, 1990, Exhibit A.
(3.2) By-laws of the Registrant are hereby incorporated by reference
from the Registrant's Form 10-K for the year ended January 31,
1992, Exhibit 3.2.
(4.1) The Indenture between Nordstrom Credit, Inc. (a wholly-owned
subsidiary of the Registrant) and First Interstate Bank of
Washington, N.A. dated November 15, 1984, the First Supplement
thereto dated January 15, 1988, the Second Supplement thereto
dated June 1, 1989 and the Third Supplement thereto dated October
19, 1990 are hereby incorporated by reference from Registration
No. 33-3765, Exhibit 4.2; Registration No. 33-19743, Exhibit 4.2;
Registration No. 33-29193, Exhibit 4.3; and the Nordstrom Credit,
Inc. Annual Report on Form 10-K (SEC File No. 0-12994) for the
year ended January 31, 1991, Exhibit 4.2, respectively.
Securities authorized under each of any other long-term debt
instruments of the Company or its subsidiaries do not exceed 10%
of the consolidated total assets of the Company and its
subsidiaries. The Company will furnish a copy of any such long-
term debt instrument or agreement to the Commission upon request.
(10.1) Operating Agreement dated August 30, 1991 between Nordstrom
Credit, Inc. and Nordstrom National Credit Bank is hereby
incorporated by reference from the Nordstrom Credit, Inc.
Quarterly Report on Form 10-Q, as amended (SEC File No.
0-12994) for the quarter ended July 31, 1991, Exhibit 10.1.
(10.2) The 1987 Nordstrom Stock Option Plan is hereby incorporated by
reference from the Registrants' Proxy Statement for its 1987
Annual Meeting of Shareholders.
(10.3) The Nordstrom Supplemental Retirement Plan is hereby incorporated
by reference from the Registrant's Form 10-K for the year ended
January 31, 1992, Exhibit 10.3.
(10.4) The 1993 Non-Employee Director Stock Incentive Plan is filed
herein as an Exhibit. (Effectiveness of the Plan is subject to
approval of the shareholders at the 1994 Annual Meeting of
Shareholders.)
(13.1) The Company's 1993 Annual Report to Shareholders is filed herein
as an Exhibit.
(21.1) List of the Registrant's Subsidiaries is filed herein as an
Exhibit.
(23.1) Independent Auditors' consent is on page 12 of this report.
All other exhibits are omitted because they are not applicable, not
required, or because the required information is included in the
Company's 1993 Annual Report to Shareholders.
9 of 16
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed during the last quarter of the period
for which this report is filed.
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.
NORDSTROM, INC.
(Registrant)
/s/ John A. Goesling
Date March 31, 1994 by __________________________________________
____________________ John A. Goesling
Executive Vice President and Treasurer
(Principal Accounting and Financial Officer)
10 of 16
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Principal Executive Officers: Principal Accounting and
Financial Officer:
/s/ Raymond A. Johnson /s/ John A. Goesling
_______________________________ ________________________________
Raymond A. Johnson John A. Goesling
Co-President Executive Vice President
and Treasurer
/s/ John Whitacre
_______________________________
John Whitacre
Co-President
Directors:
/s/ D. Wayne Gittinger /s/ James F. Nordstrom
_______________________________ ________________________________
D. Wayne Gittinger James F. Nordstrom
Director Co-Chairman
/s/ John F. Harrigan /s/ John N. Nordstrom
_______________________________ ________________________________
John F. Harrigan John N. Nordstrom
Director Co-Chairman
/s/ Charles A. Lynch /s/ Alfred E. Osborne Jr.
_______________________________ ________________________________
Charles A. Lynch Alfred E. Osborne Jr.
Director Director
/s/ Ann D. McLaughlin /s/ William D. Ruckelshaus
_______________________________ ________________________________
Ann D. McLaughlin William D. Ruckelshaus
Director Director
/s/ John A. McMillan /s/ Malcolm T. Stamper
_______________________________ ________________________________
John A. McMillan Malcolm T. Stamper
Co-Chairman Director
/s/ Bruce A. Nordstrom /s/ Elizabeth Crownhart Vaughan
_______________________________ ________________________________
Bruce A. Nordstrom Elizabeth Crownhart Vaughan
Co-Chairman Director
Date March 31, 1994
___________________________
11 of 16
INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULES
Shareholders and Board of Directors
Nordstrom, Inc.
We consent to the incorporation by reference in Registration Statements Nos.
33-18321 and 2-81695 of Nordstrom, Inc. on Form S-8 of our reports dated March
11, 1994 appearing in and incorporated by reference in this Annual Report on
Form 10-K of Nordstrom, Inc. and subsidiaries for the year ended January 31,
1994.
We have audited the consolidated financial statements of Nordstrom, Inc. and
subsidiaries as of January 31, 1994 and 1993, and for each of the three years
in the period ended January 31, 1994, and have issued our report thereon dated
March 11, 1994; such financial statements and report are included in your 1993
Annual Report to Shareholders and are incorporated herein by reference. Our
audits also included the consolidated financial statement schedules of
Nordstrom, Inc. and subsidiaries, listed in Item 14(a)2. These financial
statement schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such consolidated financial statement schedules, when considered in relation
to the basic consolidated financial statements taken as a whole, present
fairly in all material respects the information set forth therein.
Deloitte & Touche
March 31, 1994
Seattle, Washington
12 of 16
NORDSTROM, INC. AND SUBSIDIARIES
SCHEDULE V - PROPERTY, BUILDINGS AND EQUIPMENT
(Dollars in thousands)
Column A Column B Column C Column D Column E Column F
Balance at Balance
beginning Additions Retire- Reclassi- at end of
Description of period at cost ments fications period
- - ----------- ---------- --------- -------- --------- ----------
Year ended January 31, 1994:
Land and land
improvements $ 40,806 $ 400 $ - $ 604 $ 41,810
Property leased under
capitalized leases 27,421 - - (4,500) 22,921
Buildings 370,878 8,242 25 2,894 381,989
Leasehold improvements 456,087 15,206 - - 471,293
Store fixtures and
equipment 472,759 46,966 9,938 1,002 510,789
Construction in
progress 17,123 53,697 - - 70,820
---------- -------- ------- ------- ----------
$1,385,074 $124,511 $ 9,963 $ - $1,499,622
========== ======== ======= ======= ==========
Year ended January 31, 1993:
Land and land
improvements $ 39,454 $ 1,665 $ 313 $ - $ 40,806
Property leased under
capitalized leases 29,826 - 2,405 - 27,421
Buildings 327,026 44,033 181 - 370,878
Leasehold improvements 452,359 4,035 307 - 456,087
Store fixtures and
equipment 424,509 58,352 10,102 - 472,759
Construction in
progress 54,046 (36,923) - - 17,123
---------- -------- ------- ------- ----------
$1,327,220 $ 71,162 $13,308 $ - $1,385,074
========== ======== ======= ======= ==========
Year ended January 31, 1992:
Land and land
improvements $ 38,772 $ 1,296 $ 614 $ - $ 39,454
Property leased under
capitalized leases 29,826 - - - 29,826
Buildings 302,672 24,360 6 - 327,026
Leasehold improvements 370,835 81,524 - - 452,359
Store fixtures and
equipment 347,799 80,262 3,552 - 424,509
Construction in
progress 94,965 (40,919) - - 54,046
---------- -------- ------- ------- ----------
$1,184,869 $146,523 $ 4,172 $ - $1,327,220
========== ======== ======= ======= ==========
13 of 16
NORDSTROM, INC. AND SUBSIDIARIES
SCHEDULE VI - ACCUMULATED DEPRECIATION AND
AMORTIZATION OF PROPERTY, BUILDINGS AND EQUIPMENT
(Dollars in thousands)
Column A Column B Column C Column D Column E Column F
Additions
Balance at charged to Balance
beginning costs and Retire- Reclassi- at end of
Description of period expenses ments fications period
- - ----------- ---------- ---------- ------- --------- ---------
Year ended January 31, 1994:
Land improvements $ 6,024 $ 1,059 $ (2) $ (133) $ 7,218
Property leased under
capitalized leases 14,055 830 - 2,193 12,692
Buildings 119,502 20,148 32 (1,058) 140,676
Leasehold improvements 103,316 21,973 19 - 125,270
Store fixtures and
equipment 318,035 58,933 9,800 (1,002) 368,170
-------- -------- ------- -------- --------
$560,932 $102,943 $ 9,849 $ - $654,026
======== ======== ======= ======== ========
Year ended January 31, 1993:
Land improvements $ 5,103 $ 959 $ 38 $ - $ 6,024
Property leased under
capitalized leases 15,066 903 1,914 - 14,055
Buildings 100,081 19,569 148 - 119,502
Leasehold improvements 83,378 20,241 303 - 103,316
Store fixtures and
equipment 267,188 60,572 9,725 - 318,035
-------- -------- ------- -------- --------
$470,816 $102,244 $12,128 $ - $560,932
======== ======== ======= ======== ========
Year ended January 31, 1992:
Land improvements $ 4,177 $ 926 $ - $ - $ 5,103
Property leased under
capitalized leases 14,086 980 - - 15,066
Buildings 81,933 18,153 5 - 100,081
Leasehold improvements 65,026 18,352 - - 83,378
Store fixtures and
equipment 213,456 57,137 3,405 - 267,188
-------- -------- ------ -------- --------
$378,678 $ 95,548 $3,410 $ - $470,816
======== ======== ====== ======== ========
14 of 16
NORDSTROM, INC. AND SUBSIDIARIES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
(Dollars in thousands)
Column A Column B Column C Column D Column E
-------- ---------- ---------- ---------- ---------
Additions Deductions
---------- ----------
Account
Balance at Charged to write-offs Balance
beginning costs and net of at end of
Description of period expenses recoveries period
- - ----------- ---------- ---------- ---------- ---------
Allowance for doubtful accounts:
Year ended:
January 31, 1994 $23,969 $25,713 $26,537 $23,145
January 31, 1993 $24,192 $29,469 $29,692 $23,969
January 31, 1992 $19,635 $33,235 $28,678 $24,192
15 of 16
NORDSTROM INC. AND SUBSIDIARIES
SCHEDULE IX - SHORT-TERM BORROWINGS
(Dollars in thousands)
Column A Column B Column C Column D Column E Column F
-------- -------- -------- -------- -------- --------
Weighted
Maximum Average average
Category of Weighted amount amount interest
aggregate Balance average outstanding outstanding rate
short-term at end of interest during the during the during
borrowings period rate period period period
- - ---------- --------- -------- ----------- ----------- --------
(A) (B) (C)
January 31, 1994
Notes payable $25,000 3.0% $ 55,000 $ 26,479 3.1%
to banks
Commercial paper 15,337 3.4 92,023 50,300 3.2
January 31, 1993
Notes payable $25,000 3.0% $125,000 $ 66,139 3.8%
to banks
Commercial paper 13,319 3.5 136,038 75,840 3.7
January 31, 1992
Notes payable $50,000 4.1% $110,000 $ 55,710 5.7%
to banks
Commercial paper 84,735 4.1 184,500 128,112 5.7
(A) The notes payable to banks have maturities of up to six months or on
demand. Notes payable to holders of commercial paper generally have
maturities ranging from one day to two months.
(B) Average amount outstanding during the period is computed by dividing the
total of daily outstanding principal balances by the number of days in the
period.
(C) Weighted average interest rate during the period is computed by dividing
the actual short-term interest expense by the average short-term
borrowings outstanding.
16 of 16
NORDSTROM INC. AND SUBSIDIARIES
Exhibit Index
Exhibit Method of Filing
- - ------- ----------------
3.1 Articles of Incorporation Incorporated by reference
from Form 10-K for the year
ended January 31, 1990.
3.2 By-laws Incorporated by reference
from Form 10-K for the year
ended January 31, 1992.
4.1 Indenture between Nordstrom, Credit, Incorporated by reference
Inc. and First Interstate Bank of from Registration
Washington, the First Supplement, No. 33-3765, Registration
the Second Supplement and the Third No. 33-19743, Registration
Supplement No. 33-29193 and the
Nordstrom Credit, Inc.
Annual Report on Form 10-K
for the year ended January
31, 1991.
10.1 Operating Agreement between Nordstrom, Incorporated by reference
Credit, Inc. and Nordstrom National from the Nordstrom Credit,
Credit Bank Inc. Quarterly Report on
Form 10-Q, as amended for
the quarter ended July 31,
1991.
10.2 1987 Stock Option Plan Incorporated by reference
from the Proxy Statement
for the 1987 Annual Meeting
of Shareholders.
10.3 Supplemental Retirement Plan Incorporated by reference
from Form 10-K for the year
ended January 31, 1992.
10.4 1993 Non-Employee Director Stock
Incentive Plan Filed herewith electronically
13.1 1993 Annual Report to Shareholders Filed herewith electronically
21.1 Subsidiaries of the Registrant Filed herewith electronically
23.1 Independent Auditors' consent Filed herewith electronically