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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]
For the fiscal year ended January 29, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______________ to ___________________
Commission file number 1-7288
THE BOMBAY COMPANY, INC.
(Exact name of registrant as specified in its charter)
A Delaware Corporation 75-1475223
(State or other jurisdiction of incorporation (I.R.S. Employer Identification
or organization) Number)
550 Bailey Avenue
Fort Worth, Texas 76107
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code)
(817) 347-8200
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
Registered
Common Stock, Par Value, $1 Per Share 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 held by nonaffiliates of the
registrant based on the closing price of the stock on March 31, 2000 was
approximately $57,601,377.
Shares outstanding at March 31, 2000: Common Stock, $1 Par Value: 34,596,630
DOCUMENTS INCORPORATED BY REFERENCE:
(a) Portions of the Annual Report to Shareholders for the Fiscal Year Ended
January 29, 2000 (as expressly incorporated by reference in Parts I, II, and
IV).
(b) Portions of the Definitive Proxy Statement for the Annual Meeting to be
held May 18, 2000 (as expressly incorporated by reference in Part III).
FORM 10-K
PART I
ITEM 1. BUSINESS.
(a) General Development of Business
The Bombay Company, Inc. and its wholly-owned subsidiaries (the "Company"
or "Bombay") is a specialty retailer marketing timeless and classic furniture,
prints and accessories through a network of retail locations throughout the
United States and Canada, through mail order and over the internet at
www.bombayco.com. During Fiscal 1999, the Company expanded its operations
through the addition of 19 new stores and relocated or enlarged 11 additional
stores while closing 16 locations.
(b) Financial Information About Segments
The Company operates in one business segment consisting of the retail sale
of decorative home furnishings and related items.
(c) Narrative Description of Business
Merchandise Sales, Purchasing and Distribution
Bombay operates a chain of stores, located primarily in regional shopping
malls, certain secondary malls and selected urban and suburban locations. As of
January 29, 2000, there were 364 Bombay stores in 42 states in the United States
and 51 stores in nine Canadian provinces. Bombay also markets its products
through its mail order operations in the United States and Canada and through e-
commerce over the internet at www.bombayco.com.
The Company offers a diverse selection of products consisting of
approximately 5,000 SKUs of which over 95% of the product has been designed or
styled to Bombay's specifications. Bombay's proprietary product offers unique
design, quality and exceptional value to a wide audience of consumers. While
furniture is the Company's core competency and will remain as such, more focus
has recently and will continue to be given to the smaller "take with" items such
as wood and decorative accessories, crystal, candles and a wide assortment of
gift items.
The Company regularly updates its merchandise assortment by introducing new
products and discontinuing others as they approach the end of their life cycles.
During Fiscal 1999, approximately 2,700 SKUs were introduced as compared to
2,200 SKUs in Fiscal 1998. Typically, new product introductions are
concentrated during the Company's spring, fall and Christmas marketing periods.
The principal categories of merchandise include the following:
Furniture - This category includes both wood and metal ready-to-assemble
furniture focusing on the bedroom, living room, dining room and home office as
well as occasional pieces. Furniture represented 45%, 50% and 49% of total
sales in Fiscal 1999, 1998 and 1997, respectively. Bombay's furniture is
manufactured by contract manufacturers located principally in China, Taiwan,
Malaysia, Mexico, the Philippines, Indonesia, India and the United States.
Accessories - This is the broadest category and represented 32%, 28% and
26% of total sales in Fiscal 1999, 1998 and 1997, respectively. This category
includes both functional and decorative accessories including jewelry and
memorabilia boxes, baskets, candles and scents, crystal, ceramics, frames and
desktop, textiles, floral and holiday. The items are imported from over 15
countries in Asia, North America and Europe.
Wall Decor - This category includes prints, mirrors and sconces which
represented 15%, 15% and 17% of total sales in Fiscal 1999, 1998 and 1997,
respectively. This merchandise is sourced primarily from the United States,
various countries in Asia, Canada, Italy and Korea.
Lamps and Other - This category includes lamps and seasonal offerings which
are sourced primarily from China, Taiwan and the United States. These items
accounted for approximately 8%, 7% and 8% of total sales in Fiscal 1999, 1998
and 1997, respectively.
In October 1999, the Company went live with its new generation website
running on IBM's net.commerce software. The new software runs on an AS400 and
is intended to be scaleable in order to respond to the growing e-commerce
demand. The Phase I implementation provided a more stable platform which
accommodated increased traffic and product offering during the Fiscal 1999
holiday season. The Company plans to implement Phase II during Fiscal 2000,
increasing functionality to allow customers to obtain and redeem coupons, have
products engraved or gift wrapped, and utilize multiple shipping options
including multiple delivery addresses. Typically, the Company offers up to 800
SKUs for sale on its website each season. Sales over the internet are expected
to grow to approximately $2 million in Fiscal 2000.
Merchandise is manufactured to Company specifications through a network of
contract manufacturers located principally in Asia and North America.
Approximately 70% of production needs are provided from overseas sources.
Branch offices located in Taiwan, Malaysia, Indonesia and China and agents in
various countries locate prospective vendors, coordinate production requirements
with manufacturers and provide technical expertise and quality control.
Bombay is not dependent on any particular supplier and has had long
standing relationships with many of its vendors. Approximately 65% of the
Company's merchandise requirements are supplied by 35 contract manufacturers in
seven countries. No long-term production agreements are in place; however,
agreements are in place with major manufacturers that prohibit the production of
proprietary product for other parties. Additional manufacturing capacity and
alternative sources, both domestic and international, continue to be added
through new vendors and plant expansions by existing vendors. The Company does
business with its vendors principally in United States currency and has not
historically experienced any material difficulties as a result of any foreign
political, economic or social instabilities.
Usually it takes several months from the time a merchandise order is placed
with a manufacturer until the goods are received at centralized distribution
centers in the United States and Canada. Depending on the category, the source
country and whether an item is new or a reordered product, lead times can vary
from as little as two months to as much as twelve months from order placement
until arrival at the stores. Order times are slightly less for North American
manufacturers principally due to shorter shipping times. Lead times may also be
impacted by seasonality factors especially in months when manufacturers are
producing at or near peak capacity to meet seasonal demands. As a result,
Bombay maintains a substantial inventory position in its distribution centers to
ensure a sufficient supply of products to its customers.
Store inventories are replenished from regional distribution centers
located in Fort Worth, Texas; Atlanta, Georgia; Gilbertsville, Pennsylvania and
Mississaugua, Ontario. The distribution centers are strategically located and
provide the capability to replenish the majority of store inventories within 48
hours of when the order is processed. The Company uses dedicated trucks and
less-than-truckload carriers to transport its product from its distribution
centers to the stores. The Company also leases two vehicles used to transport
product locally in the major metropolitan Toronto area.
The Company has also recently announced the creation of its new wholesale
division, Bailey Street Trading Company. The brand will be separate from Bombay
and will allow the Company to capitalize on its strengths in product design and
sourcing. The initial product offerings are focused on furniture but may be
expanded to include wall decor and accessories in the future. Bailey Street
Trading Company will use a commission based national sales force to market its
product to retailers, hotels, offices and similar businesses. Sales of Bailey
Street Trading Company are expected to be approximately $500,000 in Fiscal 2000
but are expected to add incremental business in the future as the Company
focuses on a new channel of distribution.
Stores and Real Estate
The Company bases its stores primarily in regional shopping malls, certain
secondary malls and selected urban and suburban locations that satisfy its
demographic and financial return criteria. Significant attention is given to
visual merchandising opportunities to maximize the ability to display product in
the most attractive setting.
In selecting store locations, the Company's real estate department conducts
extensive analyses of potential store sites and bases its selection on the
performance of other specialty retail tenants, the size of the market and the
demographics of the surrounding area. In evaluating a store location, placement
of the store relative to retail traffic patterns and customer base of other
retailers in the nearby vicinity are important considerations. Toward that end,
the Company has recently engaged Thompson Associates, the largest, independent
full-service retail-consulting firm in the United States, specializing in store
location and market research, to help evaluate all aspects of the Company's
store expansion strategies. Although 90% of the current stores are mall based,
the Company has opened stores in alternative locations including street and
upscale, open air strip locations. The Company will continue to seek out the
most potentially profitable locations for the opening of new stores regardless
of the venue.
Prior to 1992, the Company operated stores that were typically 1,500 to
1,800 square feet in size. In 1992, to accommodate the increasing number of
products, the Company introduced a large format store which was approximately
4,000 square feet in total size. Between 1992 and 1995, the Company underwent a
dramatic period of growth expanding the total retail square footage relating to
Bombay stores from 504,000 square feet to 1,206,000 square feet and increasing
its Bombay store count from 309 to 428. Beginning in 1995, the Company adopted
a more conservative approach to expansion, reducing both the number and size of
stores opened or converted to the large format. The Company is currently
targeting store sizes in the 3,000 to 3,500 square foot or 4,000 to 4,500 square
foot ranges. As of January 29, 2000, 270 large format stores were in operation
including 166 stores that have been converted from regular stores since Fiscal
1992.
During Fiscal 1997, the Company undertook a program to update its store
design and introduced the new design in three locations. In Fiscal 1998, the
Company opened 15 new stores and converted 16 others from the regular format to
the large format, all of which were constructed in the new design. In addition,
21 stores underwent major remodeling, including new paint, flooring and
lighting, while an additional 11 stores underwent minor updates in keeping with
the new design. Continuing its efforts to update the appearance of its stores,
the Company opened 19 new stores and converted 11 regular stores to the larger
format in Fiscal 1999. All of the openings and conversions were done in the new
format, while another 30 stores were remodeled and/or remerchandised in a style
similar to the new design. As of January 29, 2000, a total of 125 stores, or
30% of the chain, reflect the updated look. The store expansion plan includes
approximately 16 store openings and 25 conversions in Fiscal 2000.
During Fiscal 1999 and 1998, the Company's store openings included eight
and five outlet stores, respectively, which were typically located in
traditional outlet malls. At January 29, 2000, the store chain included a total
of 20 outlet stores. The Company views the use of outlets as an opportunity to
increase sales to a different customer base, to assist in the orderly clearance
of merchandise and to further capitalize on its strength in designing and
sourcing proprietary product. Bombay's store opening plans for Fiscal 2000
include approximately 3 outlet locations.
The Company's average cost of leasehold improvements, furniture, fixtures
and machinery for stores (excluding outlets) opened or converted in Fiscal 1999,
net of landlord allowances, was approximately $220,000 per store or $65 per
square foot. In addition, other investments which consist primarily of
inventory in the store location, averaged approximately $97,000 per large format
store. The average cost of leasehold improvements, furniture, fixtures and
machinery for outlet stores opened in Fiscal 1999, net of landlord allowances,
was approximately $86,000 per store while the inventory investment averaged
approximately $68,000 per store. Bombay stores typically achieve store
operating level profitability during their first year of operations.
As of January 29, 2000, 364 stores were operating in 42 states in the
United States and 51 stores were operating in nine provinces in Canada as
illustrated in the map below.
{The paper version of the Annual Report on Form 10-K contains herein a map
of the United States and Canada with states and provinces outlined, labeled
with the appropriate number of Bombay stores located in each, as follows:
UNITED STATES:
AL - 5 KY - 2 NY - 23
AR - 1 LA - 7 OH - 15
AZ - 5 MA - 9 OK - 4
CA - 47 MD - 12 OR - 3
CO - 5 MI - 9 PA - 18
CT - 7 MN - 5 RI - 1
DC - 1 MO - 5 SC - 4
DE - 3 MS - 2 TN - 10
FL - 32 NC - 11 TX - 27
GA - 15 NE - 1 UT - 3
IA - 1 NH - 3 VA - 16
IL - 15 NJ - 16 WA - 6
IN - 5 NM - 1 WI - 1
KS - 4 NV - 3 WV - 1
CANADA:
AB - 4 NB - 2 ON - 25
BC - 7 NF - 1 PQ - 8
MB - 1 NS - 2 SK - 1}
Intangibles
The Company owns a number of the trademarks and service marks used in its
business, including federal registrations for the marks "The Bombay Company" and
"Bombay", and the palm tree logo. The Company's trademarks are also registered
or are the subject of pending applications in a number of foreign countries.
Each registration is renewable indefinitely if the mark is still in use at the
time of renewal. Appropriate applications are on file for the new wholesale
business.
The Company believes that its trademarks have significant value and that
these marks enhance the Bombay brand and are instrumental in the Company's
ability to create, sustain demand for and market its product. From time to
time, the Company discovers products in the marketplace that are counterfeit
reproductions of the Company's product or that otherwise infringe upon trademark
or tradedress rights held by the Company. The Company has and will continue to
vigorously defend it rights under the marks as necessary
Seasonality
Operating results are subject to seasonal variation. Historically, the
largest proportion of sales and substantially all of the income occurs in the
fiscal quarter that includes the Christmas season. Cash balances increase
significantly in December due to the Christmas business.
Competition
The home furnishings and decorative accessories market is highly fragmented.
The Company faces competition from furniture stores, department stores and other
specialty retailers. The Company believes that it competes primarily on the
basis of selection, quality and value of merchandise.
Employees
The Company has approximately 5,000 employees, which include approximately
3,000 part-time employees, and is not a party to any union contract. Employee
relations are considered to be good.
Risks and Uncertainties
All statements in this Annual Report on Form 10-K, including those
incorporated herein by reference, that do not reflect historical information are
forward-looking statements made in reliance upon the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
but are not limited to, the following: competition; seasonality; success of
operating initiatives; new product development and introduction schedules;
acceptance of new product offerings; advertising and promotional efforts;
adverse publicity; expansion of the store chain; availability, locations and
terms of sites for store development; changes in business strategy or
development plans; availability and terms of capital; labor and employee benefit
costs; changes in government regulations; risks associated with international
business and regional weather conditions.
Executive Officers
The executive officers of the Company, their respective ages, positions held
and tenure as officers are as follows:
Position(s) Held with Officer of the
Name Age the Company Company Since
Carmie Mehrlander 48 President and Chief Executive 1998
Officer
Brian N. Priddy 43 Senior Vice President, Store 1998
Operations
Steven C. Woodward 43 Senior Vice President, 1998
Merchandising
Elaine D. Crowley 41 Vice President, Finance and 1996
Treasurer
James D. Johnson 53 Vice President, Human Resources 1998
Cathy S. Pringle 48 Vice President, Marketing 1998
Michael J. 43 Vice President, Secretary and 1985
Veitenheimer General Counsel
Carmie Mehrlander was named Chief Executive Officer of the Company on
February 7, 2000 and re-assumed the duties of President on March 7, 2000. She
served as President and Chief Operating Officer of the Company since February
12, 1998, and joined the Board of Directors on March 26, 1998. Prior to joining
the Company, Ms. Mehrlander served as Executive Vice President-Merchandising for
Home Shopping Network from June 1996 to June 1997, and as Divisional Vice
President of Sears Merchandise Group from August 1993 to June 1996. Prior to
joining Sears, she was Group Vice President of Macy's South from July 1990 to
August 1993 following 13 years of fashion retailing at Abraham & Strauss and
Macy's (Bamberger's).
Brian N. Priddy was named Senior Vice President, Store Operations on April
21, 1998. Prior to joining Bombay, Mr. Priddy served as District General
Manager and a member of the Senior Strategic Leadership Team for Sears, Roebuck
and Company from July 1993 to April 1998 and as Regional Merchandise Manager
(Furniture/Hardlines) for Montgomery Wards from September 1992 to July 1993.
From May 1991 until September 1992, Mr. Priddy served as Director of Stores for
the Lillie Rubin chain of specialty stores and from November 1984 to April 1991
as Regional Vice President of Store Operations for Maison Blanche department
stores.
Steven C. Woodward was named Senior Vice President, Merchandising on August
3, 1998. His responsibilities include buying, concept and product development,
planning, allocation, multinational sourcing and quality assurance. Mr.
Woodward came to Bombay from Service Merchandise where he was the Vice President
of the Home Store Merchandise group from November 1997 to July 1998. Prior
thereto, Mr. Woodward held various positions at Pier 1 Imports from August 1992
to October 1997, including Vice President of Furniture, Textiles and Decorative
Accessories.
Elaine D. Crowley was named Vice President, Finance and Treasurer effective
January 25, 1996, after having served as Corporate Controller since January
1995. Prior thereto, Ms. Crowley acted as Executive Vice President, Operations
of The Bombay Company division from January 1994 to January 1995, Vice President
and Controller from January 1991 to December 1994, and Controller from August
1990 to December 1990. Ms. Crowley was with Price Waterhouse from 1981 to 1990.
James D. Johnson joined Bombay on August 17, 1998 as Vice President, Human
Resources. Prior thereto, Mr. Johnson served as Regional Human Resources
Manager for Sears Product Service for the Dallas and Memphis Region, and as
District Human Resources Manager for Sears Retail Organization from December
1994 to August 1998. Mr. Johnson was employed by Federated Department Stores in
the Abraham & Strauss division from August 1982 to December 1994 as Area
Director of Human Resources, Director of Human Resources/Operations and
Merchandising Group Manager. Mr. Johnson began his retail human resources
career at Macy's Department Stores when he was employed from 1974 to 1982.
Cathy S. Pringle joined the Bombay management team on September 9, 1998 from
Paging Network, Inc. in Dallas, Texas where she served as Vice President
Marketing, Paging Products and Services from 1996 to 1998. Prior to Paging
Network, Inc., Ms. Pringle was Director of Marketing for the Printing and
Publishing Division of Jostens during 1995 and 1996. Ms. Pringle began her
marketing career at Rubbermaid Incorporated, where she served as Group Product
Manager during 1994-1995, Senior Product Manager during 1993-1994, Product
Manager from 1989 to 1993 and as Marketing Coordinator from 1986 to 1989.
Michael J. Veitenheimer was named Vice President effective August 4, 1994,
and has served as Secretary of the Company since July l, 1985, and General
Counsel since December 1983. From 1983 to 1985 he was Assistant Secretary of
the Company. Prior thereto, Mr. Veitenheimer was in private practice of law in
Fort Worth, Texas.
(d) Financial Information About Geographic Areas
The Company operates in the United States and Canada. For financial
information by geographic area, see Note 9 to the Company's Consolidated
Financial Statements, located on page 26 of the 1999 Annual Report to
Shareholders, filed as Exhibit 13 to this Form 10-K Annual Report. Such Exhibit
is incorporated herein by reference.
ITEM 2. PROPERTIES.
The Company owns its United States headquarters office complex of which it
occupies approximately 77,000 square feet. The Company leases stores,
distribution centers, regional and Canadian offices under numerous operating
leases. Owned and leased facilities are summarized following:
Square Feet
--------------------
Description Owned Leased
Stores:
Outlet -- 72,000
Regular -- 216,000
Large format -- 1,049,000
Distribution centers:
McDonnaugh, GA -- 300,000
Gilbertsville, PA -- 235,000
Fort Worth, TX -- 250,000
Mississauga, ON, CAN -- 115,000
Offices and storage:
Mississauga, ON, CAN -- 9,000
Regional sites -- 4,000
Fort Worth, TX 121,000 35,000
121,000 2,285,000
Leases generally have 10 year terms, expiring between 2000 and 2013.
Adequate insurance coverage is maintained on all properties.
For additional lease information, see Note 4 of Notes to Consolidated
Financial Statements, located on page 24 of the 1999 Annual Report to
Shareholders, filed as Exhibit 13 to this Form 10-K Annual Report. Such Exhibit
is incorporated herein by reference.
ITEM 3. LEGAL PROCEEDINGS.
The information in response to Item 3 is contained in Note 4 of Notes to
Consolidated Financial Statements, located on page 24 of the 1999 Annual Report
to Shareholders, filed as Exhibit 13 to this Form 10-K Annual Report. Such
Exhibit is incorporated herein by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to a vote of security holders during the
fourth quarter of the 1999 fiscal year.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
(a) The principal market for the registrant's common stock is the New York
Stock Exchange. The high and low trading prices are contained in the section
entitled "Price Range of Common Stock", located on page 12 of the 1999 Annual
Report to Shareholders, filed as Exhibit 13 to this Form 10-K Annual Report.
Such Exhibit is incorporated herein by reference.
(b) The approximate number of record holders of common stock on March 31,
2000 was 2,500.
(c) The Company has bank credit agreements with restrictions related to
payment of dividends. The Company has not paid dividends the past two years and
will continue to utilize available funds primarily for the expansion of its
retail stores and operating purposes.
ITEM 6. SELECTED FINANCIAL DATA.
The selected financial and operating data in response to Item 6 is contained
in the section entitled "Selected Financial Data", located on page 12 of the
1999 Annual Report to Shareholders, filed as Exhibit 13 to this Form 10-K
Annual Report. Such Exhibit is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information in response to Item 7 is contained in the section entitled
"Management's Discussion and Analysis", located on pages 13 to 16 of the 1999
Annual Report to Shareholders, filed as Exhibit 13 to this Form 10-K Annual
Report. Such Exhibit is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As of January 29, 2000, the Company had no market risk sensitive instruments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information in response to Item 8 is contained in the 1999 Annual Report
to Shareholders, filed as Exhibit 13 to this Form 10-K Annual Report. Such
Exhibit is incorporated herein by reference. A cross-reference for location of
the requested information is below.
Page Number(s) in
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Annual Report*
Consolidated Statements of Income for the Years Ended
January 29, 2000, January 30, 1999 and January 31, 1998 18
Consolidated Balance Sheets at January 29, 2000
and January 30, 1999 19
Consolidated Statements of Cash Flows for the Years Ended
January 29, 2000, January 30, 1999 and January 31, 1998 20
Consolidated Statements of Stockholders' Equity for the
Years Ended January 29, 2000, January 30, 1999,
and January 31, 1998 21
Notes to Consolidated Financial Statements 22-26
Report of Independent Accountants 17
Unaudited Quarterly Financial Data 26
*The indicated pages of The Bombay Company, Inc. 1999 Annual Report to
Shareholders are filed as Exhibit 13 to this Annual Report on Form 10-K. Such
Exhibit is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES.
There have been no changes in or disagreements with accountants on accounting or
financial disclosures.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information required by this item appears under the captions "Election
of Directors", "Executive Officers of the Company" and "Section 16(a)
Beneficial Ownership Reporting Compliance" in the Definitive Proxy Statement of
The Bombay Company, Inc. relating to the Company's Annual Meeting of
Shareholders, which information is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this item appears under the captions "Executive
Compensation" and "Compensation of Directors" in the Definitive Proxy Statement
of The Bombay Company, Inc. relating to the Company's Annual Meeting of
Shareholders, which is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by this item appears under the caption "Security
Ownership" and in the Definitive Proxy Statement of The Bombay Company, Inc.
relating to the Company's Annual Meeting of Shareholders, which information is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by this item appears under the caption "Certain
Transactions" in the Definitive Proxy Statement of The Bombay Company, Inc.
relating to the Company's Annual Meeting of Shareholders, which information is
incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of this Annual Report for The
Bombay Company, Inc. and its subsidiaries:
(1) The financial statements as cross-referenced in Item 8 of this Form
10-K Annual Report, together with the report thereon of
PricewaterhouseCoopers LLP dated March 8, 2000, appearing in the
accompanying 1999 Annual Report to Shareholders are incorporated by
reference in this Form 10-K Annual Report. With the exception of the
aforementioned information and information incorporated in Items 1, 2,
3, 5, 6 and 7, the 1999 Annual Report to Shareholders is not deemed
filed as part of this Report.
(2) Financial statement schedules not included in this Form 10-K Annual
Report have been omitted because they are not applicable or the
required information is shown in the financial statements or notes
thereto.
(3) Exhibits:
A list of exhibits required to be filed as part of this report is set
forth in the Index to Exhibits, which immediately precedes such
exhibits, and is incorporated herein by reference.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended January 29,
2000.
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.
THE BOMBAY COMPANY, INC.
(Registrant)
Date: April 12, 2000 /s/ CARMIE MEHRLANDER
Carmie Mehrlander
President and Chief Executive Officer
Pursuant to the requirements of the Securities and Exchange Act of 1934,
this has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
Name Position Date
/s/ ROBERT S. JACKSON April 11, 2000
Robert S. Jackson Chairman of the Board
Barbara Bass Director
George B. Cobbe Director
Edmund H. Damon Director
/s/ GLENN E. HEMMERLE April 12, 2000
Glenn E. Hemmerle Director
/s/ JAMES A. MARCUM April 11, 2000
James A. Marcum Director
/s/ CARMIE MEHRLANDER April 12, 2000
Carmie Mehrlander President, Chief Executive
Officer and Director
/s/ ROBERT E. RUNICE April 7, 2000
Robert E. Runice Director
Bruce R. Smith Director
/s/ ELAINE D. CROWLEY April 12, 2000
Elaine D. Crowley Vice President, Finance and
Treasurer
THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
INDEX TO EXHIBITS
Filed with the Annual Report on Form 10-K for the fiscal year ended January 29,
2000.
Number Description
3(a) - Restated Certificate of Incorporation dated January 1, 1993 and
Certificate of Amendment of the Restated Certificate of
Incorporation dated March 31, 1993. (1)
3(b) - Bylaws, as amended and restated effective May 21, 1997. (9)
4 - Preferred Stock Purchase Rights Plan. (2)
10(a) - Form of Indemnification Agreement. (3)
10(b) - The Bombay Company, Inc. Supplemental Stock Program. (4)
10(c) - The Bombay Company, Inc. 1993 Stock Deferral Plan for Non-Employee
Directors. (5)
10(d) - Executive Long Term Disability Plan. (6)
10(e) - The Bombay Company, Inc. 1996 Long-Term Incentive Stock Plan. (7)
10(f) - Form of Award Agreement under the 1996 Long-Term Incentive Stock
Plan. (9)
10(g) - Executive Officers Incentive Compensation Plan. (8)
10(h) - Employment Contract with Executive Officer. (9)
10(i) - The Bombay Company, Inc. Amended and Restated 1991 Director Stock
Option Plan. (10)
10(j) - Form of Agreement used to evidence stock option grants under The
Bombay Company, Inc.
1991 Director Stock Option Plan. (5)
10(k) - Employment Contracts with Executive Officers.
10(l) - The Bombay Company, Inc. 2000 Non-Employee Director Equity Plan.
10(m) - Form of Agreement used to evidence stock option grants under
The Bombay Company, Inc. 2000 Non-Employee Director Equity Plan.
13 - The Bombay Company, Inc. 1999 Annual Report to Shareholders is filed
as exhibit hereto solely to the extent portions thereof are
expressly incorporated herein by reference.
22 - Subsidiaries of the Registrant.
23 - Definitive Proxy Statement of the Company relating to Annual Meeting
of Shareholders (certain portions of such Proxy Statement are
incorporated herein by reference and are identified by reference to
caption in the text of this report). (11)
24 - Consent of Independent Accountants.
[FN]
(1) Filed with the Commission as an Exhibit to the Company's Annual Report on
Form 10-K for the year ended July 4, 1993. Such Exhibit is incorporated
herein by reference.
(2) Filed with the Commission as an Exhibit to the Company's Registration
Statement on Form 8A filed June 12, 1995. Such Exhibit is incorporated
herein by reference.
(3) Filed with the Commission as an Exhibit to the Company's Definitive
Proxy Statement dated October 10, 1986, which Proxy Statement was filed
with the Commission as an Exhibit to the Company's Annual Report on Form
10-K for the year ended June 30, 1986. Such Exhibit is incorporated
herein by reference.
(4) Filed with the Commission as an Exhibit to the Company's Annual Report on
Form 10-K for the year ended June 28, 1992. Such Exhibit is incorporated
herein by reference.
(5) Filed with the Commission as an Exhibit to the Company's Definitive
Proxy Statement dated September 7, 1993, which Proxy Statement
was filed with the Commission as an Exhibit to the Company's Annual Report
on Form 10-K for the year ended July 4, 1993. Such Exhibit is
incorporated herein by reference.
(6) Filed with the Commission as an Exhibit to the Company's Annual Report on
Form 10-K for the year ended July 3, 1994. Such Exhibit is incorporated
herein by reference.
(7) Filed with the Commission as an Exhibit to the Company's Definitive Proxy
Statement dated April 3, 1996, which Proxy Statement was filed with the
Commission as an Exhibit to the Company's Annual Report on Form 10-K for
the year ended February 3, 1996. Such Exhibit is incorporated herein by
reference.
(8) Filed with the Commission as an Exhibit to the Company's Annual Report on
Form 10-K for the year ended January 31, 1998. Such Exhibit is
incorporated herein by reference.
(9) Filed with the Commission as an Exhibit to the Company's Annual Report on
Form 10-K for the year ended January 30, 1999. Such Exhibit is
incorporated herein by reference.
(10) Filed with the Commission as an Exhibit to the Company's Registration
Statement on Form S-8 filed February 8, 2000. Such Exhibit is
incorporated herein by reference.
(11) To be filed with the Commission on April 13, 2000.