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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the fiscal year ended December 30, 2000 Commission file number 1-5039
WEIS MARKETS, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 24-0755415
(State or other jurisdiction of (IRS Employee
Identification No.)
incorporation or organization)
1000 South Second Street, Sunbury, PA 17801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 570-286-4571
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common stock, no par value New York Stock
Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(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
The aggregate market value of Common Stock held by non-affiliates of the
Registrant is approximately $892,986,000. Shares of common stock
outstanding as of March 1, 2001 - 41,688,157.
The index to Exhibits is located in Part IV, Item 14(c).
DOCUMENTS INCORPORATED BY REFERENCE: None
WEIS MARKETS, INC.
PART I
Item 1. Business:
(a) Weis Markets, Inc. is a Pennsylvania business corporation
formed in 1924. The company is engaged principally in the
retail sale of food and pet supplies in Pennsylvania and
surrounding states. There was no material change in the
nature of the company's business during fiscal 2000.
(b) The principal business activity that the company has been
engaged in for the last five fiscal years is the retail sale
of food.
(c)(1)(i) The company operates 133 retail food markets in Pennsylvania,
22 in Maryland, 3 in New Jersey, 3 in New York, 1 in Virginia,
and 1 in West Virginia. The stores trade under the name Weis
Markets, except for 19 Pennsylvania stores which trade as
Mr. Z's Food Mart, 6 Pennsylvania stores that trade as King's
Supermarkets, 3 Pennsylvania stores which trade as Save-A-Lot,
3 Pennsylvania stores which trade as Scot's Lo Cost and 1
Pennsylvania store which trades as Cressler's Marketplace.
During the past fiscal year, 9 new stores were opened, 4 of
which were replacements for 5 older units. Four additional
stores were closed for financial reasons. SuperPetz,
a pet supply chain, operated 2 stores in Alabama, 1 store in
Georgia, 1 store in Indiana, 1 store in Kentucky, 1 store in
Maryland, 2 stores in Michigan, 8 stores in Ohio, 7 stores in
Pennsylvania, 6 stores in South Carolina, and 4 stores in
Tennessee. One SuperPetz store was closed for financial reasons.
The company supplies its retail stores from distribution centers
in Sunbury, Northumberland, and Milton, Pennsylvania. The
percentage of net sales contributed by each class of similar
products for each of the five fiscal years ended December 30,
2000 was:
Year Grocery Meat Produce Pharmacy Pet Supply Other
1996 56.77 13.87 10.80 4.67 4.17 9.72
1997 56.00 13.84 11.06 5.25 4.43 9.42
1998 55.63 13.74 11.60 5.94 4.01 9.08
1999 55.56 13.88 11.97 6.62 3.27 8.70
2000 57.13 15.09 12.65 7.75 3.15 4.23
(c)(1)(vi) The company has its own distribution center with warehouses
located within a 15 mile radius of its corporate offices in
Sunbury, Pennsylvania. The company is required to use a
significant amount of working capital to provide for the
required amount of inventory to meet demand for its products
through efficient use of buying power and effective utilization
of space in the warehouse facilities.
(c)(1)(x) The business of the company is highly competitive. The number of
competitors and the amount of competition experienced by the
company's stores vary by market area. National, regional, and
local food chains, as well as independent food stores comprise
the company's principal competition, although the company also
faces substantial competition from convenience stores, membership
warehouse clubs, specialty retailers, supercenters, and
large-scale drug and pharmaceutical chains. The company competes
based on price, quality, location, and service.
(c)(1)(xiii) The company has approximately 20,700 employees.
Item 2. Properties:
The company owns and operates 81 of its retail food stores, and
leases and operates 82 stores under operating leases for varying
periods of time up to the year 2024. SuperPetz leases all 33 of
its retail store locations. The company owns all of its trade
fixtures and equipment in its stores and several parcels of
vacant land which are available as locations for possible
future stores or other expansion.
2
WEIS MARKETS, INC.
The company owns and operates one warehouse in Milton,
Pennsylvania of approximately 1,109,000 square feet, and one in
Northumberland, Pennsylvania totaling approximately 76,000 square
feet. The company also owns one warehouse in Sunbury,
Pennsylvania totaling approximately 551,000 square feet of which
290,000 is sublet. The company operates an ice cream plant, meat
processing plant and milk processing plant in the remaining
261,000 square feet at its Sunbury location.
Item 3. Legal Proceedings:
Neither the company nor any subsidiary is presently a party to,
nor is any of their property subject to, any material pending
legal proceedings, other than routine litigation incidental to
the business. In the fourth quarter of fiscal 2000, a jury
determined that the company breached its lease related to the
company's failure to conduct business as a supermarket at one
location and awarded PVC Realty, a Pennsylvania Limited
Liability Partnership, $6.5 million for lost profits and $15
million for punitive damages. The company settled this
litigation with the plaintiff in late January 2001 and accrued
a $4.9 million expense in the fourth quarter of 2000.
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 2000.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters:
The trading symbol for the company's common stock on the NYSE
is "WMK." The approximate number of shareholders including
individual participants in security positions listings on
December 30, 2000 as provided by the company's transfer agent
was 5,951. The following table sets forth, for the periods
indicated, the high and low sale prices for the company's
common stock as reported by NYSE and the dividends paid per
share.
Stock Prices and Dividend Information by Quarter
2000 1999
________________________________________________________________________________
4th 3rd 2nd 1st 4th 3rd 2nd 1st
________________________________________________________________________________
Stock Prices
High 42 3/4 37 1/8 35 13/16 45 1/4 43 3/8 40 38 7/8 40 1/4
Low 34 5/16 32 7/16 32 34 3/16 33 33 5/8 32 7/8 35 5/8
Dividends
Per Share .27 .27 .26 .26 .26 .26 .25 .25
Item 6. Selected Financial Data:
The following selected historical financial information has been
derived from the company's audited consolidated financial
statements. This information should be read in connection with
the company's Consolidated Financial Statements and the Notes
thereto, as well as "Management's Discussion and Analysis of
Financial Condition and Results of Operations," included
elsewhere in Item 7.
3
WEIS MARKETS, INC.
Five Year Review of Operations
53 Weeks 52 Weeks 52 Weeks 52 Weeks 52 Weeks
(dollars in thousands, Ended Ended Ended Ended Ended
(except per share amounts) Dec. 30, 2000 Dec. 25, 1999 Dec. 26, 1998 Dec. 27, 1997 Dec. 28, 1996
_________________________________________________________________________________________________________
Net sales $ 2,060,976 $ 2,004,947 $ 1,867,492 $ 1,818,816 $ 1,753,246
Costs and expenses 1,980,893 1,911,912 1,791,066 1,733,686 1,662,620
_________________________________________________________________________________________________________
Income from operations 80,083 93,035 76,426 85,130 90,626
Other income, net 36,729 30,980 58,072 33,452 30,083
_________________________________________________________________________________________________________
Income before provision
for income taxes 116,812 124,015 134,498 118,582 120,709
Provision for income taxes 42,989 44,290 50,815 40,388 41,854
_________________________________________________________________________________________________________
Net income 73,823 79,725 83,683 78,194 78,855
Retained earnings,
beginning of year 1,040,354 1,003,170 960,419 921,572 879,916
_________________________________________________________________________________________________________
1,114,177 1,082,895 1,044,102 999,766 958,771
Cash dividends 44,191 42,541 40,932 39,347 37,199
_________________________________________________________________________________________________________
Retained earnings,
end of year $ 1,069,986 $ 1,040,354 $ 1,003,170 $ 960,419 $ 921,572
=========================================================================================================
Weighted-average shares
outstanding 41,695,347 41,718,188 41,775,991 41,842,583 42,280,352
=========================================================================================================
Cash dividends
per share $ 1.06 $ 1.02 $ .98 $ .94 $ .88
=========================================================================================================
Basic and diluted
earnings per share $ 1.77 $ 1.91 $ 2.00 $ 1.87 $ 1.87
=========================================================================================================
Working capital $ 496,906 $ 481,728 $ 489,475 $ 471,562 $ 463,255
Total assets $ 1,085,904 $ 1,058,221 $ 1,029,202 $ 971,752 $ 966,312
Shareholders' equity $ 947,886 $ 918,477 $ 890,641 $ 847,333 $ 818,527
Number of grocery stores 163 163 158 154 155
Number of pet supply stores 33 34 36 43 43
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations:
Results of Operations
Total sales for fiscal 2000, a 53-week year, rose 2.8% to $2.061
billion, an increase of $56.0 million over 1999. Company sales in 1999
totaled $2.005 billion, a 7.4% increase over 1998 sales of $1.867 billion.
Sales generated from units open a full year (identical store sales), in
2000, 1999 and 1998 increased 2.5%, 4.0% and 1.5%, respectively. Excluding
the effect of the one additional week in the current year, identical store
sales increased .4%. Management attributes the relatively flat store sales
performance to a soft sales environment in its markets, a higher level of
competitive activity and delays in some new store openings, remodels and
expansions.
Early in the second quarter, the company sold Weis Food Service
(WFS), its regional food service division. In recent years, the company
has strongly focused its attention on the growth of its core operations,
the retail food business. As part of this focus, senior management moved
to sell WFS after concluding its supermarket and food service divisions
had evolved into businesses with separate distribution, marketing and
operational requirements. Excluding sales generated from the WFS division,
the company's year to date sales results from ongoing operations grew 8.0%
in fiscal 2000.
The cost of goods sold in 2000 increased 1.5% to $1.518 billion as
the result of the increase in sales volume. Gross profit realized on
total sales in 2000 increased by $34.3 million, or 6.7%, to $542.9 million
compared to 1999 and by $37.9 million or 8.0% in 1999 compared to 1998.
Gross profit as a percentage of sales remained relatively consistent at
25.4% and 25.2% in 1999 and 1998, respectively, increasing slightly to 26.3%
in 2000. The sales mix in the food service division with its lower gross
profits slightly decreased the company's overall gross profit percentage in
prior years. The impact on sales from food price inflation has remained
negligible for the last several years. Adjustments to LIFO inventory
reserves have also been minimal over the past three years increasing
earnings $591,000 in 2000, $612,000 in 1999 and decreasing earnings $84,000
in 1998.
4
WEIS MARKETS, INC.
Operating, general and administrative expenses as a percentage of
sales increased 1.7% in 2000 compared to 1999. Total operating expenses of
$462.8 million or 22.4% of sales, compares to 20.7% in 1999 and 21.1% in
1998. A substantial portion of the $47.2 million increase in operating
expenses in 2000 is due to higher sales volume although several unusual
events also affected operating expenses in the current year. Employee labor
and benefit costs over the past two years have disproportionately affected
net income, increasing 6.9% in 2000 and 9.4% in 1999, due to a tight
employment market, higher health insurance costs and the need for additional
employees in newer units, which are larger and have more service
departments. The company remained aggressive with its advertising and
special promotion spending, which increased $6.7 million over the prior
year. Fixed occupancy costs increased $7.7 million or 8.8% because the
company's capital expenditure program has continued at an ambitious pace
compared to the industry average over the last several years. Following the
sale of the food service division, the company wrote off $314,000 in
goodwill from prior food service acquisitions and increased its reserve for
bad debts by $2.7 million for the remaining customer receivable accounts.
The company also recorded a litigation settlement of $4.9 million and spent
$3.8 million in expenses related to the company's ongoing examination of
various options for increasing shareholder value.
In addition to rising labor costs in 1998, company management
determined that certain intangible assets exceeded future benefits and
reduced the carrying amount of these assets $2.8 million to their fair value
during that year. Management also accrued $5.6 million for exit costs
associated with the closing of several under-performing SuperPetz stores.
In 2000, the company realized $18.6 million in investment income, a
$1.3 million decrease from 1999. The company realized gains on the sale of
marketable securities of $1.3 million in 2000, $3.5 million in 1999 and
$30.4 million in 1998. The company's investment portfolio consists of
Pennsylvania tax-free state and municipal bonds, U.S. Treasury securities,
U.S. Government federal agency notes, equity securities and other short-term
investments. It is management's intent to maintain a liquid portfolio to
take advantage of acquisitions and other investment opportunities.
Therefore, all securities are classified as available-for-sale on the
consolidated balance sheets.
Other income in 2000 of $18.2 million or .9% of sales, increased $7.1
million compared to 1999. This increase includes $5.8 million realized from
the sale of the company's food service division in the second quarter of the
year. Other income as a percentage of sales was consistent in 1999 and
1998. The company's other income is generated from rental income, coupon-
handling fees, cardboard salvage and gains on sales of fixed assets.
The company's effective tax rate was 36.8% in 2000, 35.7% in 1999 and
37.8% in 1998. The tax rate increased in the current year as the company
decreased its position in Pennsylvania tax-free municipal bonds and invested
in U.S. Government federal agency notes, which are federally taxable. The
higher tax rate in 1998 was due to the substantial increase in taxable
investment income in that year.
Net income in 2000 was $73.8 million or 3.6% of sales compared with
$79.7 million or 4.0% of sales in 1999 and $83.7 million or 4.5% of sales in
1998. Basic and diluted earnings per share of $1.77 in 2000 compared to
$1.91 in 1999 and $2.00 in 1998. Several unusual items notably affected net
income and the basic and diluted earnings per share in all three years. In
2000, the company accrued $4.9 million for a litigation settlement and spent
$3.8 million in expenses related to the company's ongoing examination of
various options for increasing shareholder value. In 1999, the company
realized a pre-tax gain of $3.4 million from the sale of an investment in a
privately held company. In 1998, the company reported a pre-tax gain of
$30.4 million generated from the sale of two marketable securities and
accrued for a pre-tax expense of $5.6 million associated with exit costs for
several under-performing SuperPetz units. Excluding these unusual charges
and credits, the earnings generated by WFS and the gain from its sale,
earnings increased 1.3% in 2000 and 13.5% in 1999. Using these same
adjustments, basic and diluted earnings per share would have been $1.86 in
2000 compared to $1.84 in 1999 and $1.61 in 1998.
As of the end of the fiscal year, Weis Markets, Inc. operated 163
retail food stores and 33 SuperPetz pet supply stores. The company
currently operates supermarkets in Pennsylvania, Maryland, New Jersey, New
York, Virginia and West Virginia. SuperPetz operates stores in Alabama,
Georgia, Indiana, Kentucky, Maryland, Michigan, North Carolina, Ohio,
Pennsylvania, South Carolina and Tennessee.
5
WEIS MARKETS, INC.
Liquidity and Capital Resources
Net cash provided by operating activities during 2000 was $125.6
million compared with $111.9 million in 1999 and $115.6 million in 1998.
Depreciation continues to increase in conjunction with the company's
aggressive capital expenditure program embarked upon in 1995. As a
percentage of sales, capital expenditures of 3.4%, 4.3% and 4.3% in 2000,
1999 and 1998, respectively, have outpaced the 2.9% industry average.
In 1998, the company sold its interest in AquaPenn Spring Water Co., Inc.
during that company's initial public offering (NYSE: APN) and its interest
in Giant Food Inc. (AMEX GFSa) in a tender offer by Koninklijke Ahold
N.V. (NYSE: AHO). Consequently, the company realized capital gains of
$30.4 million from these transactions. Accounts receivable decreased
after the sale of the company's food service division in early 2000.
Working capital increased 3.2% in 2000, decreased 1.6% in 1999 and
increased 3.8% in 1998.
Net cash used in investing activities during 2000 was $82.4 million
compared to $70.0 million in 1999 and $69.7 million in 1998. Property and
equipment purchases during fiscal 2000 totaled $56.3 million compared to
$86.7 million in 1999 and $77.0 million in 1998. Intangible and other
assets increased $13.4 million in 2000 and $3.6 million in 1998 with various
grocery store acquisitions. Proceeds from the sale and maturity of
marketable securities in each of the past three years were used for the
purchase of new securities and the purchase of property and equipment.
Management anticipates the continued use of the company's cash for
acquisitions, the construction of new superstores, the expansion and
remodeling of existing stores, the securing of sites for future expansion,
new technology purchases and the upgrading of its processing and
distribution facilities. In addition, the company continues to work with
its financial advisor, Morgan Stanley Dean Witter, to develop proposals to
enhance shareholder value and address issues concerning the company's
strategic direction. Some of these proposals may require the use of some
or all of the company's cash resources and or the incurrence of
indebtedness.
Net cash used in financing activities during 2000 was $44.4 million
compared to $44.8 million in 1999 and $41.5 million in 1998. Treasury stock
purchases in the last three years were minimal. The Board of Directors'
1996 resolution authorizing the purchase of 1,000,000 shares of treasury
stock has a remaining balance of 573,385 shares. Total cash dividend
payments on common stock amounted to $1.06 per share in 2000 compared to
$1.02 per share in 1999 and $.98 in 1998.
In 2000, the company funded its working capital requirements through
internally generated cash flows from operations, as it has done in prior
years. Company management estimates that its current development plans will
require an investment of approximately $95.2 million over the next eighteen
months. The financial and liquidity position of the company, combined with
its historical insurance loss experience rates, has allowed it to carry
higher deductible and retention levels on its employee and business
insurance coverage. The company plans to maintain these higher exposure
levels, thus benefiting from reduced premium expenses. The company has
significant liquid assets, no debt financing and has historically displayed
an ability to generate working capital internally to fund growth. It is not
expected that any type of external financing will be needed for these
activities in the coming year.
The company's earnings and cash flows are subject to fluctuations due
to changes in interest rates as they relate to investments. The company's
marketable securities consist of Pennsylvania tax-free state and municipal
bonds, U.S. Government federal agency notes, U.S. Treasury securities,
equity securities and other short-term investments that are classified as
available-for-sale. By their nature, these financial instruments inherently
expose the holders to market risk. The extent of the company's interest
rate and other market risk is not quantifiable or predictable with precision
due to the variability of future interest rates and other changes in market
conditions. However, the company believes that its exposure in this area is
not material. Under its current policies, the company invests primarily in
high-grade marketable securities and does not use interest rate derivative
instruments to manage exposure to interest rate fluctuations. In addition,
the company's principal investment strategy of obtaining marketable
securities with maturity dates between one and five years helps minimize
market risk and maintains a balance between risk and return. The equity
securities owned by the company consist primarily of stock held in large
capitalized companies trading on public security exchange markets. Weis
Markets' management continually monitors the risk associated with its
marketable securities. A quantitative tabular presentation of risk exposure
in Item 7A.
6
WEIS MARKETS, INC.
Forward-Looking Statements
In addition to historical information, this Form 10-K may contain
forward-looking statements. Any forward-looking statements contained herein
are subject to certain risks and uncertainties that could cause actual
results to differ materially from those projected. For example, risks and
uncertainties can arise with changes in: general economic conditions,
including their impact on capital expenditures; business conditions in the
retail industry; the regulatory environment; rapidly changing technology and
competitive factors, including increased competition with regional and
national retailers; and price pressures. Readers are cautioned not to place
undue reliance on forward-looking statements, which reflect management's
analysis only as of the date hereof. The company undertakes no obligation
to publicly revise or update these forward-looking statements to reflect
events or circumstances that arise after the date hereof. Readers should
carefully review the risk factors described in other documents the company
files periodically with the Securities and Exchange Commission.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk:
Quantitative Disclosures about Market Risk is presented in tabular
format below. Qualitative disclosures about market risk is discussed within
the "Liquidity and Capital Resources" section of Item 7 "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Quantitative Disclosures About Market Risk
(dollars in thousands) Expected Maturity Dates Fair Value
December 30, 2000 2001 2002 2003 2004 2005 Thereafter Total Dec. 30, 2000
___________________________________________________________________________________________________________________________
Rate sensitive assets:
Fixed interest rate securities $ 301,531 $ 29,675 $ 20,920 $ 13,850 $ 25,820 - $ 391,796 $ 392,405
Average interest rate 4.29% 4.30% 4.30% 4.33% 4.43% 4.31%
Variable interest rate
securities $ 1,446 - - - - - $ 1,446 $ 1,446
Average interest rate 4.00% - - - - - 4.00%
(dollars in thousands) Expected Maturity Dates Fair Value
December 25, 1999 2000 2001 2002 2003 2004 Thereafter Total Dec. 25, 1999
___________________________________________________________________________________________________________________________
Rate sensitive assets:
Fixed interest rate securities $ 95,389 $ 110,263 $ 47,616 $ 28,325 $ 25,815 $ 34,739 $ 342,147 $ 350,204
Average interest rate 4.43% 4.42% 4.38% 4.38% 4.43% 4.47% 4.42%
Variable interest rate
securities $ 12,317 - - - - $ 1,000 $ 13,317 $ 13,317
Average interest rate 2.68% - - - - 3.48% 2.74%
Other relevant market risks:
The company's equity securities at December 25, 1999 had a cost basis
of $5,262,000 and a market value of $21,142,000. The dividend yield
realized on these equity investments was 1.59% in 1999. The company's
equity securities at December 30, 2000 had a cost basis of $3,131,000 and a
market value of $16,367,000. The dividend yield realized on these equity
investments was 2.52% in 2000. Market risk, as it relates to equities owned
by the company, is discussed within the Liquidity and Capital Resources
section of Management's Discussion and Analysis of Financial Condition and
Results of Operations contained within Item 7.
7
WEIS MARKETS, INC.
Item 8. Financial Statements and Supplementary Data:
Consolidated Balance Sheets
(dollars in thousands)
December 30, 2000 and December 25, 1999 2000 1999
___________________________________________________________________________
Assets
Current:
Cash $ 3,389 $ 4,552
Marketable securities 410,218 384,663
Accounts receivable, net 25,080 34,737
Inventories 168,541 167,146
Prepaid expenses 6,821 5,672
Income taxes recoverable 3,144 4,338
Deferred income taxes - 1,460
___________________________________________________________________________
Total current assets 617,193 602,568
___________________________________________________________________________
Property and equipment, net 441,819 439,418
Intangible and other assets, net 26,892 16,235
___________________________________________________________________________
$ 1,085,904 $ 1,058,221
===========================================================================
Liabilities
Current:
Accounts payable $ 78,162 $ 82,742
Accrued expenses 18,360 16,283
Accrued self-insurance 12,959 13,255
Payable to employee benefit plans 8,663 8,560
Deferred income taxes 2,143 -
___________________________________________________________________________
Total current liabilities 120,287 120,840
___________________________________________________________________________
Deferred income taxes 17,731 18,904
___________________________________________________________________________
Shareholders' Equity
Common stock, no par value,
100,800,000 shares authorized,
47,453,979 and 47,452,729 shares
issued, respectively 7,594 7,559
Retained earnings 1,069,986 1,040,354
Accumulated other comprehensive income
(Net of deferred taxes of $5,166 in
2000 and $5,208 in 1999) 7,284 7,343
___________________________________________________________________________
1,084,864 1,055,256
Treasury stock at cost, 5,766,122
and 5,760,854 shares, respectively (136,978) (136,779)
___________________________________________________________________________
Total shareholders' equity 947,886 918,477
___________________________________________________________________________
$ 1,085,904 $ 1,058,221
===========================================================================
See accompanying notes to consolidated financial statements.
8
WEIS MARKETS, INC.
Consolidated Statements of Income
(dollars in thousands,
except per share amounts)
For the Fiscal Years Ended
December 30, 2000, December
25, 1999 and December 26, 1998 2000 1999 1998
__________________________________________________________________________
Net sales $ 2,060,976 $ 2,004,947 $ 1,867,492
Cost of sales, including
warehousing and distribution
expenses 1,518,113 1,496,375 1,396,795
__________________________________________________________________________
Gross profit on sales 542,863 508,572 470,697
Operating, general and
administrative expenses 462,780 415,537 394,271
__________________________________________________________________________
Income from operations 80,083 93,035 76,426
Investment income 18,557 19,892 47,388
Other income 18,172 11,088 10,684
__________________________________________________________________________
Income before provision
for income taxes 116,812 124,015 134,498
Provision for income taxes 42,989 44,290 50,815
__________________________________________________________________________
Net income $ 73,823 $ 79,725 $ 83,683
==========================================================================
Weighted-average
shares outstanding 41,695,347 41,718,188 41,775,991
Cash dividends per share $ 1.06 $ 1.02 $ .98
Basic and diluted earnings
per share $ 1.77 $ 1.91 $ 2.00
==========================================================================
See accompanying notes to consolidated financial statements.
9
WEIS MARKETS, INC.
Consolidated Statements of Shareholders' Equity
(dollars in thousands) Accumulated
For the Fiscal Years Other Total
Ended December 30, 2000, Common Retained Comprehensive Treasury Shareholders'
December 25, 1999 and Stock Earnings Income Stock Equity
December 26, 1998
Balance at December 27, 1997 $ 7,420 $ 960,419 $ 13,278 $ (133,784) $ 847,333
Net income - 83,683 - - 83,683
Other comprehensive income - - 1,158 - 1,158
_______
Comprehensive income 84,841
_______
Shares issued for options (2,000 shares) 51 - - - 51
Treasury stock purchased (18,263 shares) - - - (652) (652)
Dividends paid - (40,932) - - (40,932)
______________________________________________________________________________________________________________________
Balance at December 26, 1998 7,471 1,003,170 14,436 (134,436) 890,641
Net income - 79,725 - - 79,725
Other comprehensive income - - (7,093) - (7,093)
_______
Comprehensive income 72,632
_______
Shares issued for options (3,300 shares) 88 - - - 88
Treasury stock purchased (67,269 shares) - - - (2,343) (2,343)
Dividends paid - (42,541) - - (42,541)
______________________________________________________________________________________________________________________
Balance at December 25, 1999 7,559 1,040,354 7,343 (136,779) 918,477
Net income - 73,823 - - 73,823
Other comprehensive income - - (59) - (59)
_______
Comprehensive income 73,764
_______
Shares issued for options (1,250 shares) 35 - - - 35
Treasury stock purchased (5,268 shares) - - - (199) (199)
Dividends paid - (44,191) - - (44,191)
______________________________________________________________________________________________________________________
Balance at December 30, 2000 $ 7,594 $ 1,069,986 $ 7,284 $ (136,978) $ 947,886
======================================================================================================================
See accompanying notes to consolidated financial statements.
10
WEIS MARKETS, INC.
Consolidated Statements of Cash Flows
(dollars in thousands)
For the Fiscal Years Ended
December 30, 2000, December
25, 1999 and December 26, 1998 2000 1999 1998
______________________________________________________________________________
Cash flows from operating activities:
Net income $ 73,823 $ 79,725 $ 83,683
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation 44,169 41,097 38,769
Amortization 6,682 5,179 7,547
(Gain) loss on sale of fixed assets (5,913) (525) 1,136
Gain on sale of other assets - (3,413) -
Gain on sale of marketable securities (1,279) (123) (30,394)
Changes in operating assets
and liabilities:
(Increase) decrease in inventories (1,395) (8,208) 2,887
(Increase) decrease in accounts receivable
and prepaid expenses 8,508 (2,695) (956)
(Increase) decrease in income
taxes recoverable 1,194 (4,338) -
Increase (decrease) in accounts payable
and other liabilities (2,696) 11,399 11,351
Increase (decrease) in income
taxes payable - (6,421) 2,452
Increase (decrease) in
deferred income taxes 2,472 209 (916)
______________________________________________________________________________
Net cash provided by
operating activities 125,565 111,886 115,559
______________________________________________________________________________
Cash flows from investing activities:
Purchase of property and equipment (56,331) (86,660) (76,964)
Proceeds from the sale of property
and equipment 11,714 1,641 433
Proceeds from the sale of other assets - 8,012 -
Purchase of marketable securities (259,574) (62,565) (134,380)
Proceeds from maturities of
marketable securities 108,154 69,479 100,503
Proceeds from sale of
marketable securities 127,043 125 44,326
Increase in intangible
and other assets (13,379) - (3,647)
______________________________________________________________________________
Net cash used in investing activities (82,373) (69,968) (69,729)
______________________________________________________________________________
Cash flows from financing activities:
Proceeds from issuance of common stock 35 88 51
Dividends paid (44,191) (42,541) (40,932)
Purchase of treasury stock (199) (2,343) (652)
______________________________________________________________________________
Net cash used in financing activities (44,355) (44,796) (41,533)
______________________________________________________________________________
Net increase (decrease) in cash (1,163) (2,878) 4,297
Cash at beginning of year 4,552 7,430 3,133
______________________________________________________________________________
Cash at end of year $ 3,389 $ 4,552 $ 7,430
==============================================================================
See accompanying notes to consolidated financial statements.
11
WEIS MARKETS, INC.
Notes to Consolidated Financial Statements
Note 1 Summary of Significant Accounting Policies
The following is a summary of the significant accounting policies utilized
in preparing the company's consolidated financial statements:
(a) Description of Business
Weis Markets, Inc. is a Pennsylvania business corporation formed in 1924.
The company is engaged principally in the retail sale of food and pet
supplies in Pennsylvania and surrounding states. There was no material
change in the nature of the company's business during fiscal 2000.
(b) Definition of Fiscal Year
The company's fiscal year ends on the last Saturday in December. Fiscal
2000, 1999 and 1998 were comprised of 53 weeks, 52 weeks and 52 weeks,
respectively.
(c) Principles of Consolidation
The consolidated financial statements include the accounts of the company
and its subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.
(d) Marketable Securities
Marketable securities consist of Pennsylvania tax-free state and municipal
bonds, U.S. Treasury securities, U.S. Government federal agency notes,
equity securities and other short-term investments. By policy, the company
invests primarily in high-grade marketable securities. The company
classifies all of its marketable securities as available-for-sale.
Available-for-sale securities are recorded at fair value as
determined by quoted market price. Unrealized holding gains and losses,
net of the related tax effect, are excluded from earnings and are reported
as a separate component of shareholders' equity until realized. A decline
in the market value below cost that is deemed other than temporary results
in a charge to earnings and the establishment of a new cost basis for the
security. Dividend and interest income is recognized when earned.
Realized gains and losses are included in earnings and are derived using
the specific identification method for determining the cost of securities.
(e) Inventories
Inventories are valued at the lower of cost or market, using both the last-
in, first-out (LIFO) and average cost methods.
(f) Property and Equipment
Property and equipment are carried at cost. Depreciation is provided on the
cost of buildings and improvements and equipment principally using
accelerated methods. Leasehold improvements are amortized over the terms of
the leases or the useful lives of the assets, whichever is shorter.
Maintenance and repairs are expensed and renewals and betterments are
capitalized. When assets are retired or otherwise disposed of, the assets
and accumulated depreciation are removed from the respective accounts and
any profit or loss on the disposition is credited or charged to income.
(g) Intangible Assets
Intangible assets are generally amortized over periods ranging from 15 to 40
years.
12
WEIS MARKETS, INC.
(h) Insurance Programs
The company maintains self-insurance programs for the majority of its
employee health care benefits and workers compensation claims. Self-
insurance costs are accrued based upon the aggregate of the liability for
reported claims and an estimated liability for claims incurred but not
reported. The company is liable for employee health claims up to a lifetime
aggregate of $1,000,000 per member and for workers compensation claims up to
$1,000,000 per claim. Property and casualty insurance coverage is
maintained with outside carriers at deductible or retention levels ranging
from $0 to $250,000.
(i) Incentive Plans
The company has elected to follow the Accounting Principles Board's Opinion
No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related
Interpretations in accounting for its employee stock options because the
alternative fair value accounting provided for under FASB Statement No. 123,
"Accounting for Stock-Based Compensation," (Statement No. 123) requires use
of option valuation models that were not developed for use in valuing
employee stock options. The effect of applying Statement No. 123's fair
value method to the company's stock-based awards results in pro-forma net
income and earnings per share that are not materially different from amounts
reported.
(j) Income Taxes
Under the asset and liability method of the FASB Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" (Statement No.
109), deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.
(k) Revenue Recognition
Revenues from the sale of products to the company's customers are recognized
at the point of sale.
(l) Advertising Costs
The company expenses advertising costs as incurred. The company recorded
advertising expense of $25.4 million in 2000, $22.9 million in 1999 and
$22.3 million in 1998.
(m) Earnings Per Share
Basic and diluted earnings per share are the same amounts for all periods
presented.
(n) Use of Estimates
Management of the company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these financial statements in
conformity with generally accepted accounting principles. Actual results
could differ from those estimates.
(o) Reclassifications
Certain amounts in the 1999 and 1998 financial statements have been
reclassified to conform to the current year presentation.
13
WEIS MARKETS, INC.
Note 2 Marketable Securities
Marketable securities, as of December 30, 2000 and December 25, 1999,
consisted of:
Gross Gross
Unrealized Unrealized
(dollars in thousands) Amortized Holding Holding Fair
December 30, 2000 Cost Gains Losses Value
_________________________________________________________________________
Available-for-sale:
Pennsylvania state and
municipal bonds $ 145,075 $ 90 $ 884 $ 144,281
U.S. Treasury
securities 1,022 8 - 1,030
U.S. Government
federal agency notes 247,094 - - 247,094
Equity securities 3,131 13,236 - 16,367
Other short-term
investments 1,446 - - 1,446
_________________________________________________________________________
$ 397,768 $ 13,334 $ 884 $ 410,218
==========================================================================
Gross Gross
Unrealized Unrealized
(dollars in thousands) Amortized Holding Holding Fair
December 25, 1999 Cost Gains Losses Value
_________________________________________________________________________
Available-for-sale:
Pennsylvania state and
municipal bonds $ 353,511 $ 140 $ 3,448 $ 350,203
U.S. Treasury
securities 1,022 - 21 1,001
Equity securities 5,262 15,950 70 21,142
Other short-term
investments 12,317 - - 12,317
_________________________________________________________________________
$ 372,112 $ 16,090 $ 3,539 $ 384,663
=========================================================================
Maturities of marketable securities classified as available-for-sale
at December 30, 2000, were as follows:
Amortized Fair
(dollars in thousands) Cost Value
_________________________________________________________________________
Available-for-sale:
Due within one year $ 301,464 $ 301,465
Due after one year through five years 93,173 92,386
Equity securities 3,131 16,367
_________________________________________________________________________
$ 397,768 $ 410,218
=========================================================================
See additional disclosures regarding marketable securities in notes
1(d) and 11.
Note 3 Inventories
Merchandise inventories, as of December 30, 2000 and December 25, 1999, were
valued as follows:
(dollars in thousands) 2000 1999
_____________________________________________________________________
LIFO $ 135,632 $ 128,237
Average cost 32,909 38,909
_____________________________________________________________________
$ 168,541 $ 167,146
=====================================================================
If all inventories were valued on the average cost method, which
approximates current cost, total inventories would have been $42,908,000 and
$43,499,000 higher than as reported on the above methods as of December 30,
2000 and December 25, 1999, respectively.
14
WEIS MARKETS, INC.
Although management believes the use of the LIFO method for valuing
certain inventories (as set forth above) represents the most appropriate
matching of costs and revenues in the company's circumstances, the following
summary of net income and per share amounts based on the use of the average
cost method for valuing all inventories is presented for comparative
purposes.
(dollars in thousands,
except per share amounts) 2000 1999 1998
____________________________________________________________________
Net income $ 73,477 $ 79,368 $ 83,732
Basic and diluted
earnings per share $ 1.76 $ 1.90 $ 2.00
====================================================================
Note 4 Property and Equipment
Property and equipment, as of December 30, 2000 and December 25, 1999,
consisted of:
Useful Life
(dollars in thousands) (in years) 2000 1999
______________________________________________________________________
Land $ 63,341 $ 63,732
Buildings and improvements 10-60 312,462 310,137
Equipment 3-12 462,079 441,771
Leasehold improvements 5-20 97,310 81,133
______________________________________________________________________
Total, at cost 935,192 896,773
Less accumulated depreciation
and amortization 493,373 457,355
______________________________________________________________________
$ 441,819 $ 439,418
======================================================================
Note 5 Lease Commitments
At December 30, 2000, the company leased approximately 59% of its open store
facilities under operating leases that expire at various dates up to 2024.
These leases generally provide for fixed annual rentals; however, several
provide for minimum annual rentals plus contingent rentals as a percentage
of annual sales and a number of leases require the company to pay for all or
a portion of insurance, real estate taxes, water and sewer rentals, and
repairs, the cost of which is charged to the related expense category rather
than being accounted for as rent expense. Most of the leases contain
multiple renewal options, under which the company may extend the lease terms
from 5 to 20 years.
Rent expense on all leases consisted of:
(dollars in thousands) 2000 1999 1998
______________________________________________________________________
Minimum annual rentals $ 27,685 $ 25,794 $ 24,294
Contingent rentals 297 286 245
______________________________________________________________________
$ 27,982 $ 26,080 $ 24,539
======================================================================
The following is a schedule by year of future minimum rental
payments required under operating leases that have initial or remaining
non-cancelable lease terms in excess of one year as of December 30, 2000.
(dollars in thousands)
_____________________________________________________________________
2001 $ 29,550
2002 28,439
2003 27,534
2004 26,109
2005 23,040
Thereafter 171,711
_____________________________________________________________________
$ 306,383
=====================================================================
15
WEIS MARKETS, INC.
The company has $1,545,000 accrued for future minimum rental payments
due on previously closed stores, reduced by the estimated sub-rental income
to be received. The future minimum rental payments required under operating
leases for these locations are included in the above schedule.
As of December 30, 2000, the future minimum rentals to be received
under non-cancelable leases and subleases were $6,195,000.
Note 6 Retirement Plans
The company has a contributory retirement savings plan (401(k)) covering
substantially all full-time employees, a noncontributory profit-sharing plan
covering eligible employees, a noncontributory employee stock bonus plan
covering eligible employees and two supplemental retirement plans covering
certain officers of the company. An eligible employee as defined in the
Weis Markets, Inc. Profit Sharing Plan includes salaried employees, store
management and administrative support personnel. The company's policy is to
fund 401(k), profit-sharing and stock bonus costs accrued, but not
supplemental retirement costs. Contributions to the 401(k) plan, the
profit-sharing plan and the stock bonus plan are made at the sole discretion
of the company.
The company's supplemental retirement plans provide for the payment of
specific amounts of annual retirement benefits to the officers or to their
beneficiaries over an actuarially computed normal life expectancy. The
actuarial present value of accumulated benefits amounted to $7,536,000 and
$7,197,000 at December 30, 2000 and December 25, 1999, respectively. Plan
costs are based upon the deferral of retirement rather than upon future
service and all benefits are fully vested.
Retirement plan costs amounted to:
(dollars in thousands) 2000 1999 1998
________________________________________________________________________
Pension plan $ - $ - $ (329)
Retirement savings plan 945 907 899
Profit-sharing plan 850 850 815
Employee stock bonus plan 40 40 40
Supplemental retirement plans 617 600 655
________________________________________________________________________
$ 2,452 $ 2,397 $ 2,080
========================================================================
The company has no other post-retirement benefit plans.
16
WEIS MARKETS, INC.
Note 7 Incentive Plans
(a) Stock Option Plan
The company has an incentive stock option plan for officers and other key
employees under which 196,789 shares of common stock are reserved for
issuance at December 30, 2000. Under the terms of the plan, option prices
are 100% of the "fair market value" of the shares on the date granted.
Options granted are immediately exercisable and expire ten years after date
of grant.
Changes during the three years ended December 30, 2000, in options
outstanding under the plan were as follows:
Weighted-Average Shares
Exercise Price Under Option
_____________________________________________________________________________
Balance, December 27, 1997 $29.82 46,590
Granted $34.31 15,478
Exercised $25.44 (2,000)
Forfeited $29.03 (450)
_____________________________________________________________________________
Balance, December 26, 1998 $31.14 59,618
Granted $37.53 41,761
Exercised $26.79 (3,300)
Forfeited $31.46 (12,359)
_____________________________________________________________________________
Balance, December 25, 1999 $34.37 85,720
Granted $35.13 35,450
Exercised $27.30 (1,250)
Forfeited $33.53 (3,400)
_____________________________________________________________________________
Balance, December 30, 2000 $34.70 116,520
=============================================================================
Exercise prices for options outstanding as of December 30, 2000 ranged
from $26.25 to $37.94. The weighted-average remaining contractual life of
those options is 6.4 years. As of December 30, 2000, all options are
exercisable.
(b) Company Appreciation Plan
Under the company appreciation plan, officers and other employees are
awarded rights equivalent to shares of company common stock. At the
maturity date, usually one year after the date of award, the value of any
appreciation from the original date of issue is paid in cash to the
participants.
During 2000, 1999 and 1998, 56,750, 55,200 and 43,600 rights,
respectively, were awarded under the program. In 2000, earnings were
credited $95,000, while in 1999 and 1998, earnings were charged $295,000 and
$152,000, respectively.
Note 8 Income Taxes
The provision for income taxes consists of:
(dollars in thousands) 2000 1999 1998
________________________________________________________________________
Currently payable:
Federal $ 31,367 $ 31,998 $ 40,829
State 9,150 12,083 13,450
Deferred:
Federal 2,151 1,546 (3,408)
State 321 (1,337) (56)
________________________________________________________________________
$ 42,989 $ 44,290 $ 50,815
========================================================================
17
WEIS MARKETS, INC.
The following is a reconciliation between the applicable income tax
expense and the amount of income taxes that would have been provided at the
Federal statutory rate. The statutory rate was 35% in 2000, 1999 and 1998.
(dollars in thousands) 2000 1999 1998
________________________________________________________________________
Tax at statutory rate $ 40,884 $ 43,405 $ 47,074
State income taxes, net
of federal income tax benefit 5,204 7,282 8,951
Other - principally tax-exempt
investment income (3,099) (6,397) (5,210)
________________________________________________________________________
Actual provision (effective
tax rate 36.8%, 35.7% and
37.8%, respectively)
$ 42,989 $ 44,290 $ 50,815
========================================================================
Cash paid for income taxes was $39,729,000, $52,809,000 and
$49,353,000 in 2000, 1999 and 1998, respectively.
The tax effects of temporary differences that give rise to deferred
tax assets and deferred tax liabilities at December 30, 2000 and December
25, 1999, are presented below:
(dollars in thousands) 2000 1999
_____________________________________________________________________
Deferred tax assets:
Accounts receivable $ 858 $ 1,236
Compensated absences 692 666
Employee benefit plans 4,606 3,726
General liability insurance 1,178 2,341
Litigation settlement 2,033 -
Nondeductible accruals and other 306 633
_____________________________________________________________________
Total deferred tax assets 9,673 8,602
_____________________________________________________________________
Deferred tax liabilities:
Inventories (6,650) (1,934)
Unrealized gain on marketable securities (5,166) (5,208)
Depreciation (17,731) (18,904)
_____________________________________________________________________
Total deferred tax liabilities (29,547) (26,046)
_____________________________________________________________________
Net deferred tax liability $ (19,874) $ (17,444)
_____________________________________________________________________
Current deferred asset (liability) - net $ (2,143) $ 1,460
Noncurrent deferred liability - net (17,731) (18,904)
_____________________________________________________________________
Net deferred tax liability $ (19,874) $ (17,444)
=====================================================================
Note 9 Comprehensive Income
(dollars in thousands) 2000 1999 1998
________________________________________________________________________
Net income $ 73,823 $ 79,725 $ 83,683
Other comprehensive income
by component, net of tax:
Unrealized holding gains (losses)
arising during period(Net of
deferred taxes of $488, $(5,031)
and $13,432, respectively) 690 (7,093) 18,942
Reclassification adjustment for
gains included in net income
(Net of deferred taxes of $530,
$0 and $12,610, respectively) (749) - (17,784)
________________________________________________________________________
Other comprehensive income,
net of tax (59) (7,093) 1,158
________________________________________________________________________
Comprehensive income $ 73,764 $ 72,632 $ 84,841
========================================================================
18
WEIS MARKETS, INC.
Note 10 Summary of Quarterly Results (Unaudited)
Quarterly financial data for 2000 and 1999 are as follows:
Fourteen
(dollars in thousands, Weeks
except per share amounts) Thirteen Weeks Ended Ended
Mar. 25, '00 June 24, '00 Sep. 23, '00 Dec. 30, '00
________________________________________________________________________________
Net sales $ 519,750 $ 508,957 $ 485,875 $ 546,394
Gross profit on sales 130,063 134,878 133,326 144,596
Net income 17,878 21,658 19,103 15,184
Basic and diluted
earnings per share .43 .52 .46 .36
(dollars in thousands,
except per share amounts) Thirteen Weeks Ended
Mar. 27, '99 June 26, '99 Sep. 25, '99 Dec. 25, '99
________________________________________________________________________________
Net sales $ 496,281 $ 490,019 $ 492,293 $ 526,354
Gross profit on sales 125,190 124,516 128,992 129,874
Net income 21,191 19,199 19,150 20,185
Basic and diluted
earnings per share .51 .46 .46 .48
On October 19, 2000, a jury determined that the company breached its lease
related to the company's failure to conduct business as a supermarket at one
location and awarded PVC Realty, a Pennsylvania Limited Liability
Partnership, $6.5 million for lost profits and $15 million for punitive
damages. The company settled this litigation with the plaintiff and
recorded a $4.9 million expense in the fourth quarter of 2000. The company
also spent $1.2 million during the fourth quarter of 2000 related to the
ongoing examination of various options for increasing shareholder value.
Note 11 Fair Value Information
The carrying amounts for cash, trade receivables and trade payables
approximate fair value because of the short maturities of these instruments.
The fair values of the company's marketable securities, as disclosed in Note
2, are based on quoted market prices.
Note 12 Acquisitions
On January 17, 2000 and January 31, 2000, the company acquired two stores
located in central Pennsylvania and two stores in Maryland from Fleming Food
Companies, Inc. On February 22, 1999, the company acquired four stores
located in central Pennsylvania from Penn Traffic, Inc. On August 16, 1998,
the company acquired one store, doing business as Cressler's Marketplace,
located in Shippensburg, PA. These acquisitions were cash-only transactions
accounted for by the purchase method. Goodwill arising from these
transactions, which is not material, is being amortized over a 15-year
period on a straight-line basis.
Note 13 Contingencies
The company is involved in various legal actions arising out of the normal
course of business. In the opinion of management, the ultimate disposition
of these matters will not have a material adverse effect on the company's
consolidated financial position, results of operations or liquidity.
19
WEIS MARKETS, INC.
Report of Independent Auditors
The Board of Directors and Shareholders
Weis Markets, Inc.
Sunbury, Pennsylvania
We have audited the accompanying consolidated balance sheets of Weis
Markets, Inc. as of December 30, 2000 and December 25, 1999, and the related
consolidated statements of income, shareholders' equity and cash flows for
each of the three years in the period ended December 30, 2000. These
financial statements are the responsibility of the company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Weis Markets, Inc. at December 30, 2000 and December 25, 1999,
and the consolidated results of its operations and its cash flows for each
of the three years in the period ended December 30, 2000, in conformity with
accounting principles generally accepted in the United States.
Harrisburg, PA /S/ Ernst & Young LLP
February 2, 2001
20
WEIS MARKETS, INC.
PART III
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure:
None.
Item 10. Directors and Executive Officers of the Registrant:
The following is a concise statement of information concerning
directors of the company, together with certain other information with
respect to such directors:
Shares of Stock
of the
Period Company Percent
of Principal Beneficially Owned of
Name Age Directorship Occupation on Dec. 31, 2000 Class
_________________________________________________________________________________________________
Robert F. Weis 81 1947 Chairman of the 12,758,189 30.6
to date Board & Treasurer
Norman S. Rich 63 1991 President 23,373 *
to date
William R. Mills 44 1996 Vice President Finance 2,000 *
to date & Secretary
Jonathan H. Weis 33 1996 Vice President Property 88,559 *
to date Management and Development
Michael M. Apfelbaum 40 1996 Partner, Apfelbaum 3,806,476 9.1
to date Apfelbaum & Apfelbaum
Attorneys at Law
Joseph I. Goldstein 58 1995 Partner, 10,097 *
to date Crowell & Moring LLP
Attorneys at Law
Jeffrey E. Perelman 51 2000 Chief Executive Officer 3,000 *
to date JEP Management, Inc.
Richard E. Shulman 61 1994 President 229 *
to date Industry Systems
Development Co.
All 16 Directors and
Officers as a Group 16,717,106 40.1
* Owns less than 1% of class.
Robert F. Weis. The company has employed Mr. Weis since 1946. Mr.
Weis served as Vice President-Treasurer from 1961 through August of 1994 at
which time he was appointed Co-Chairman & Treasurer. In January of 1995,
Mr. Weis was appointed Chairman & Treasurer. Robert F. Weis is the father
of Director, Jonathan H. Weis, and brother of Ellen W. P. Wasserman who is
also a beneficial owner of more than 5% of the company's Common Stock. Mr.
Weis has been a member of the Board of Directors since 1947. Mr. Weis also
serves as a member of the Board of Trustees of the Sunbury Community
Hospital.
21
WEIS MARKETS, INC.
Norman S. Rich. The company has employed Mr. Rich since 1964. Mr.
Rich served as Vice President-Store Operations from 1980 until April 1992,
when he became Vice President-Secretary of the company. During the year
1994, Mr. Rich became President of the company. Mr. Rich has been a member
of the Board of Directors since 1991. Mr. Rich also serves on the Board of
Trustees of Evangelical Community Hospital and as a Director of the Food
Marketing Institute.
William R. Mills. The company has employed Mr. Mills since 1992. Mr.
Mills served as Vice President Finance from 1992 through January 1995, at
which time he became Vice President Finance & Secretary of the company. Mr.
Mills has been a member of the Board of Directors since 1996.
Jonathan H. Weis. The company has employed Mr. Weis since 1989. Mr.
Weis served the company in various capacities, including Director of
Property Management and Development, until July 1996, at which time he was
appointed as Vice President Property Management and Development. Jonathan
H. Weis is the son of Director, Robert F. Weis. Mr. Weis has been a member
of the Board of Directors since 1996.
Michael M. Apfelbaum. Mr. Apfelbaum is engaged in the private
practice of law as a Partner with the firm of Apfelbaum, Apfelbaum &
Apfelbaum. Mr. Apfelbaum serves as Co-Counsel for the Charles B. Degenstein
Foundation and as City Solicitor to the City of Sunbury. Mr. Apfelbaum has
been a member of the Board of Directors since 1996.
Joseph I. Goldstein. Mr. Goldstein is engaged in the private practice
of law as a Partner with the firm of Crowell & Moring LLP, Washington, D.C.
Prior to rejoining Crowell & Moring during January of 2001, Mr. Goldstein
was a partner of Kirkpatrick and Lockhart LLP from October 1999 to January
2001. Mr. Goldstein was a Partner of Crowell & Moring from April 1995 to
October 1999. Prior to joining Crowell & Moring in 1995, Mr. Goldstein was
an Associate Director of the Division of Enforcement, United States
Securities and Exchange Commission. Mr. Goldstein has been a member of the
Board of Directors since 1995. Mr. Goldstein is married to Ellen Weis
Goldstein, is the son-in-law of Janet C. Weis, brother-in-law of Susan Weis
Mindel and brother-in-law of Nancy Weis Wender; each of whom are beneficial
owners of more than 5% of the company's Common Stock.
Jeffrey E. Perelman. Mr. Perelman serves as Chief Executive Officer
of: DentalEZ Group, Columbia Dentoform, Schiller-Pfeiffer, Inc., Newton Tool
& Mfg. Company, General Machine Corporation, United Ammunition Container,
JEP Management, Inc., Den-Tal-EZ Alabama, Inc. and Mantis Europe, Inc.
Mr. Perelman is also active in various philanthropic endeavors. Mr. Perelman
has been a member of the Board of Directors since 2000.
Richard E. Shulman. Mr. Shulman serves as President of Industry
Systems Development, Co., a consulting firm. He has expertise in the
business of supermarket chains, food wholesalers and technology companies.
Mr. Shulman has been a member of the Board of Directors since 1994.
Item 11. Executive Compensation:
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Executive Compensation Committee of the Board of Directors
believes that the primary objective of the company's executive compensation
policies should be to attract and retain qualified executives, which is
critical to the on-going success of the company. The executive compensation
program is based upon factors that are subjective in nature and are in the
best interests of the company and ultimately the shareholders. The
Committee's primary objective is achieved by providing appropriate
compensation and incentives that are competitive with executives at selected
peer companies of comparable size and position in the retail business, while
keeping compensation in line with the financial objectives of the company.
The Committee recognizes the fact that the company is engaged in a highly
competitive industry and thus annually examines market compensation levels
and trends in the labor market. The Committee has retained a consulting
firm that specializes in executive compensation issues. Based upon their
recommendations, the Committee is in the process of revising the company's
compensation program.
22
WEIS MARKETS, INC.
The Committee, through a review process with the President's written
evaluation of executives other than the Chairman and the President,
subjectively evaluates the performance of senior management. The reports
include a review of each executive's performance for the most recent fiscal
year. In addition, senior management is orally evaluated by the President
as to their efforts and accomplishments throughout the period from
information deemed relevant both internally and in light of the competitive
position of the company in the industry. These evaluations include
qualitative factors such as the individuals' decision-making
responsibilities, the professional experience required to perform given
tasks, and their leadership and team-building skills. Although executive
compensation is not specifically related to corporate performance, the
overall performance of the company is a consideration in determining
executive compensation. The Chairman and President reported that the
executives substantially met their objectives during the most recent fiscal
year. The Committee determined the President's compensation based on
subjective and qualitative considerations, which include the overall
financial and operational success of the company and also approved the
continuation of the Chairman's compensation.
Employment and Severance Agreements. The Committee notes that the
President and Vice President Finance & Secretary have employment agreements
with the company. These agreements specify the terms of employment,
including pay factors through the year 2004. In December 1999, the company
entered into two year retention/severance agreements with the Vice President
Private Label and nine other key company executives, excluding employee
members of the Board. The agreements provide that employment shall be at
will, but if employment is terminated without cause, or the officer resigns
for good reason, the officer shall receive his remaining salary and all
benefits payable under the agreement. The agreements include a covenant not
to compete clause, which is limited by time and geography.
Respectfully submitted by the Executive Compensation Committee,
Richard E. Shulman, Committee Chairman
Michael M. Apfelbaum
Joseph I. Goldstein
Jeffrey E. Perelman
Jonathan H. Weis
Executive Compensation - The following table sets forth, with respect
to the last three completed fiscal years, the compensation of the current
Chairman of the Board & Treasurer, the President of the company and the next
three highest compensated executive officers of the company in 2000. The
determination as to which executive officers to include in the table are
based upon total annual salary and bonus exceeding $100,000 in the last
completed fiscal year.
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
___________________________________ __________
Securities
Other Annual Underlying All Other
Name and Principal Salary Bonus Compensation Options / Compensation
Position Year ($) ($) ($) SARs (#) ($)
_____________________________________________________________________________________________________________
Robert F. Weis 2000 500,000 -- -- -- / -- 4,591
Chairman of the 1999 500,000 -- -- -- / -- 4,600
Board & Treasurer 1998 500,000 -- -- -- / -- 4,821
Norman S. Rich 2000 450,000 6,750 -- 20,000/10,000 35,651
President 1999 410,000 6,150 25,781 27,211/10,000 36,127
1998 380,000 5,700 17,833 2,789/ 7,500 26,344
23
WEIS MARKETS, INC.
SUMMARY COMPENSATION TABLE (continued)
Long Term
Compensation
Annual Compensation Awards
___________________________________ __________
Securities
Other Annual Underlying All Other
Name and Principal Salary Bonus Compensation Options / Compensation
Position Year ($) ($) ($) SARs (#) ($)
_____________________________________________________________________________________________________________
William R. Mills 2000 198,000 2,970 -- 3,000/ 3,500 13,126
Vice President 1999 188,000 2,820 10,313 3,000/ 3,500 13,022
Finance & Secretary 1998 175,500 2,633 8,917 2,000/ 3,000 13,235
Robert M. Chessen 2000 155,000 7,400 -- 200/ 500 --
Vice President 1999 -- -- -- -- / -- --
Human Resources 1998 -- -- -- -- / -- --
Walter B. Bruce 2000 133,000 1,995 -- 300/ 1,500 12,031
Vice President 1999 128,000 1,920 6,875 300/ 2,000 12,237
Private Label 1998 122,583 1,839 6,242 300/ 2,000 12,217
"Other Annual Compensation" consists solely of payments on stock
appreciation rights. There are no perquisites to report. "All Other
Compensation" consists of the vested and non-vested benefits in the profit
sharing, employee stock bonus, supplemental retirement and retirement
benefit savings plans. The current year retirement amounts were estimated
by outside actuaries for purposes of this report.
Stock Appreciation Rights. The company maintains a Stock Appreciation
Rights program for certain of its officers and other key executives. Under
this program, participants are granted rights equivalent to shares of
company stock. The rights expire in one year, at which time the value of
any appreciation from the original date of issue is paid in cash to the
participant. No stock is distributed to the participant and there are no
plan provisions for reload or tax-reimbursement features.
Stock Options. The company has an Incentive Stock Option Plan. Under
the terms of the plan, options are granted for shares of the company's
common stock based on the market value at the date of grant and may be
exercised immediately. There are no plan provisions for reload or tax-
reimbursement features.
The following table contains all material information concerning stock
options and stock appreciation rights granted to the named executives in the
fiscal year ended December 30, 2000.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Terms
____________________________________________________________________________
% of Total
Number of Options/SARs
Securities Granted to Exercise
Underlying Employees or Base
Options/SARs in Fiscal Price Expiration
Name Granted(#) Year ($/Share) Date 5% ($) 10% ($)
____________________________________________________________________________
Norman S. Rich 20,000/ 56.4%/ 35.1250 7/31/2010 441,799 1,119,604
10,000 17.6% 35.0000 8/01/2001 17,500 35,000
William R. Mills 3,000/ 8.5%/ 35.1250 7/31/2010 66,270 167,941
3,500 6.2% 35.0000 8/01/2001 6,125 12,250
24
WEIS MARKETS, INC.
OPTION/SAR GRANTS IN LAST FISCAL YEAR (continued)
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Terms
____________________________________________________________________________
% of Total
Number of Options/SARs
Securities Granted to Exercise
Underlying Employees or Base
Options/SARs in Fiscal Price Expiration
Name Granted(#) Year ($/Share) Date 5% ($) 10% ($)
____________________________________________________________________________
Robert M. Chessen 200/ .6%/ 35.1250 7/31/2010 4,418 11,196
500 .9% 35.0000 8/01/2001 875 1,750
Walter B. Bruce 300/ .8%/ 35.1250 7/31/2010 6,627 16,794
1,500 2.6% 35.0000 8/01/2001 2,625 5,250
The following table summarizes stock options and stock appreciation
rights exercised during 2000 and presents the value of unexercised options
and stock appreciation rights held by the named executives at fiscal year
end. The closing price of the stock at the fiscal year end was $38.3125.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)
Shares Acquired Value Exercisable/ Exercisable/
Name Type on Exercise (#) Realized ($) Unexercisable Unexercisable
_______________________________________________________________________________________________________
Norman S. Rich Options - - 60,570 / 0 187,866 / 0
SARs - - 0 /10,000 0 /33,125
William R. Mills Options - - 12,000 / 0 48,189 / 0
SARs - - 0 / 3,500 0 /11,594
Robert M. Chessen Options - - 200 / 0 638 / 0
SARs - - 0 / 500 0 / 1,656
Walter B. Bruce Options - - 1,200 / 0 3,900 / 0
SARs - - 0 / 1,500 0 / 4,969
RETIREMENT PLANS
Profit Sharing Plan. The company maintains, at its sole expense, a
Profit Sharing Plan for certain salaried employees, store management and
administrative support personnel. The purpose of the Plan is to enhance
employee opportunities for their dedication and loyal service to the
company. The Board of Directors annually determines the amount of
contribution to the Plan at its sole discretion. The contribution is
allocated among the various plan participants in relationship to their
compensation and years of service. Plan participants are 100% vested in
their accounts after 7 years of service with the company and are entitled to
receive a distribution of their vested accounts upon termination of
employment, including retirement, disability or death.
25
WEIS MARKETS, INC.
Employee Stock Ownership Plan. The company maintains, at its sole
expense, an Employee Stock Ownership Plan for certain salaried employees.
The purpose of the Employee Stock Ownership Plan is to give eligible
employees the pride of ownership in the company. Eligible employees become
participants at the beginning of the plan year following the two-year
anniversary date of their employment, subject to break in service
provisions. The Board of Directors annually determines the amount of
contribution to the Plan at its sole discretion. The entire contribution is
applied toward the purchase of the company's stock and is distributed among
participant accounts in relationship to their compensation. Every
participant is fully vested. Vested interests in plan assets are
distributed to participants upon reaching the applicable retirement age.
Retirement Savings Plan. The company maintains a Retirement Savings
Plan pursuant to Section 401(k) of the Internal Revenue Code. Employees
become eligible to participate once they complete one year of eligibility
service and attain the age of 21. On a quarterly basis, the company
contributes into the plan at the rate of 25% of the employees first 4% of
elective deferral. Plan participants are 100% vested in their accounts
after 7 years of service with the company and are entitled to receive a
distribution of their vested accounts upon termination of employment,
including retirement, disability or death.
Supplemental Retirement Plans. The company maintains a non-qualified
supplemental retirement plan for certain of its officers. The benefits are
determined through actuarial calculations dependent on the age of the
recipient. The benefit payable on an annual basis to Robert F. Weis would
be $494,335 if he had retired as of the date of this filing.
The company also maintains a second non-qualified supplemental
retirement plan for certain of its employees. This Plan is designed to
provide retirement benefits and salary deferral opportunities because of the
limitations imposed by the Internal Revenue Code and the Regulations
implemented by the Internal Revenue Service. Participants in this plan are
excluded from participation in the qualified Profit Sharing or Employee
Stock Ownership plans. The Board of Directors annually determines the
amount of the allocation to the Plan at its sole discretion. The allocation
among the various plan participants is made in relationship to their
compensation, years of service and job performance. Plan participants are
100% vested in their accounts after 7 years of service with the company.
Benefits are distributed among participants upon reaching the applicable
retirement age. Substantial risk of benefit forfeiture does exist for
participants in this Plan.
COMPENSATION OF DIRECTORS AND COMMITTEES OF THE BOARD
Standard Board Compensation Arrangements: With respect to fiscal 2000,
all non-employee Directors received an annual retainer of $16,000, and an
additional $1,000 for each regular meeting attended. The company's Board
held four regular meetings and three special meetings during fiscal 2000.
Messrs. Michael M. Apfelbaum, Joseph I. Goldstein and Richard E. Shulman
attended all four of the regular meetings. Jeffrey E. Perelman joined the
Board in June of 2000 and attended two regular meetings. All other
directors attended the regular meetings without remuneration.
The Audit Committee: The Audit Committee acts independently to review
the scope and results of the independent auditors' engagement and reviews
the adequacy of the company's internal audit and financial controls. The
Committee is composed of independent directors for which information
regarding the functions performed by the Committee, its membership is set
forth in the "Report of the Audit Committee," to be included in the 2001
proxy filing. The Audit Committee is governed by a written charter approved
by the Board of Directors.
Each non-employee member of the Audit Committee receives $700 for each
audit committee meeting attended. The 2000 Audit Committee of the Board of
Directors was composed of Messrs. Michael M. Apfelbaum, Joseph I. Goldstein,
Jeffrey E. Perelman and Richard E. Shulman. Mr. Apfelbaum served as
Chairman of the Audit Committee. During fiscal 2000, Mr. Perelman attended
two meetings and the other committee members attended all four meetings.
26
WEIS MARKETS, INC.
The Compensation Committee: The Compensation Committee is responsible
for developing policies and making recommendations about compensation of
officers. The 2000 Compensation Committee of the Board of Directors was
composed of Messrs. Michael M. Apfelbaum, Joseph I. Goldstein, Jeffrey E.
Perelman, Richard E. Shulman and Jonathan H. Weis. Mr. Shulman served as
Chairman of the Compensation Committee. Each non-employee Director of the
Compensation Committee receives an annual retainer of $700 for their
participation. The Compensation Committee held three meetings during the
fiscal year.
The Special Committee: The Special Committee was formed in fiscal 2000
by the Board of Directors to consider certain shareholder related proposals.
The Committee consists of Jeffrey E. Perelman and Richard E. Shulman, both
of whom are non-family affiliated and non-management directors and do not
have personal involvement or a secondary interest in these proposals. The
role of the Committee members includes making recommended changes to the
proposals if warranted. The Committee has full authority to retain its own
legal and financial counsel in order to reach a determination regarding the
proposals. For their services, Messrs. Perelman and Shulman each received a
flat fee of $20,000 for their participation.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The 2000 Compensation Committee of the Board of Directors was composed
of Messrs. Michael M. Apfelbaum, Joseph I. Goldstein, Jeffrey E. Perelman,
Richard E. Shulman and Jonathan H. Weis. Jonathan H. Weis is an officer of
the company. Messrs. Apfelbaum, Goldstein, Perelman and Shulman were not
officers or employees of the company or had any relationship with the
company requiring disclosure under the Securities and Exchange Commission
regulations.
SHAREHOLDER RETURN PERFORMANCE
The following line graph compares the yearly percentage change in
the cumulative total shareholder return on the company's Common Stock
against the cumulative total return of the S&P Composite-500 Stock Index
and the cumulative total return of a published group index for the Retail
Grocery Stores Industry, (Peer Group), provided by Value Line, Inc., for
the period of five fiscal years. The graph depicts $100 invested at the
close of trading on the last trading day preceding the first day of the
fifth preceding fiscal year in Weis Markets, Inc. common stock, S&P 500,
and the Peer Group. The cumulative total return assumes reinvestment of
dividends.
COMPARATIVE FIVE-YEAR TOTAL RETURNS
(This area contains a 5-year line graph as described in the previous
paragraph.)
1995 1996 1997 1998 1999 2000
Weis Markets 100.00 116.09 131.27 149.89 172.44 144.70
S&P 500 100.00 123.25 164.21 210.85 253.61 227.89
Peer Group 100.00 138.22 194.31 295.71 240.16 282.07
27
WEIS MARKETS, INC.
Item 12. Security Ownership of Certain Beneficial Owners and
Management:
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The following persons are known by the company to be the beneficial
owners of more than 5% of its Common Stock, which is its only class of
voting securities, on December 31, 2000. Information contained in the
table and in the following footnotes was derived from filings made with
the Securities and Exchange Commission by the beneficial owners.
Name and Address Amount and Nature Percent
of of Beneficial of
Beneficial Owner Ownership Class
____________________________________________________________________
Robert F. Weis 12,758,189 (1) 30.6
c/o Weis Markets, Inc.
1000 South Second Street
Sunbury, PA 17801-0471
Janet C. Weis 8,159,554 (2) 19.6
43 South Fifth Street
Sunbury, PA 17801-0471
Weis Family Holdings, L.P. 8,092,273 (3) 19.4
919 North Market Street,
Suite 200
Wilmington, DE 19801
Weis Family Holdings, L.L.C. 8,092,273 (4) 19.4
919 North Market Street,
Suite 200
Wilmington, DE 19801
Michael M. Apfelbaum 3,806,476 (5) 9.1
43 South Fifth Street
Sunbury, PA 17801
Ellen W. P. Wasserman 3,281,424 (6) 7.9
c/o Weis Markets, Inc.
1000 South Second Street
Sunbury, PA 17801-0471
Sidney Apfelbaum 2,498,287 (10) 6.0
43 South Fifth Street
Sunbury, PA 17801
Susan Weis Mindel 2,193,327 (7) 5.3
43 South Fifth Street
Sunbury, PA 17801
Ellen Weis Goldstein 2,179,452 (8) 5.2
43 South Fifth Street
Sunbury, PA 17801
Nancy Weis Wender 2,083,765 (9) 5.0
43 South Fifth Street
Sunbury, PA 17801
28
WEIS MARKETS, INC.
Footnotes:
1. Robert F. Weis has sole voting and dispositive power as to all 12,758,189
shares listed. This amount includes 6,649,087 shares held in trust under
the Will of Harry Weis, with Mellon Bank Corporation and Robert F. Weis as
co-trustees.
2. Janet C. Weis has sole voting and dispositive power as to all 8,159,554
shares listed. This amount includes 8,092,273 shares held by the Weis
Family Holdings, L.P. (the "Partnership").
3. The Weis Family Holdings, L.P. is principally engaged in holding shares
of Common Stock of the company. The Weis Family Holdings, L.L.C. is the
sole general partner of the Partnership and has sole voting and
dispositive power as to all assets held in the Partnership.
4. The Weis Family Holdings, L.L.C. (the "L.L.C.") is the sole general
partner of the Weis Family Holdings, L.P. and is principally engaged in
managing the affairs of that partnership. Janet C. Weis is the sole
Manager of the L.L.C. Janet C. Weis has a 52% interest in the L.L.C.,
Susan Weis Mindel, Ellen Weis Goldstein and Nancy Weis Wender each
have a 16% interest in the L.L.C. Janet C. Weis has sole voting and
dispositive power as to all shares listed.
5. Michael M. Apfelbaum has sole voting power as to 24,447 shares, shared
voting power as to 3,782,029 shares, sole dispositive power as to 88
shares and shared dispositive power as to 3,782,029. Of the aggregate
amount listed, Mr. Apfelbaum shares voting and dispositive powers as
to 1,259,148 shares with Susan Weis Mindel, 1,259,149 shares with Ellen
Weis Goldstein, and 1,259,148 shares with Nancy Weis Wender as
co-trustees in trusts under the Claire Gross Weis Deed of Trust
(the "Claire Weis Trusts") held at Mellon Bank Corporation. Mr.
Apfelbaum also shares voting and dispositive power as to 1,590 shares
with Ellen Weis Goldstein as co-trustees of certain trusts for the benefit
of Mrs. Goldstein's children.
6. Ellen W. P. Wasserman has sole voting and dispositive power as to all
3,281,424 shares listed.
7. Susan Weis Mindel has sole voting and dispositive power as to 728,051
shares. Mrs. Mindel shares voting and dispositive power as to 93,124
shares with Nancy Weis Wender and Ellen Weis Goldstein as co-trustees
of the Janet Weis Trusts, shares voting and dispositive power as to
113,004 shares with her children as co-trustee of certain trusts for
the benefit of such children, and shares voting and dispositive power
as to 1,259,148 shares with Michael Apfelbaum as co-trustees of one
of the Claire Weis Trusts.
8. Ellen Weis Goldstein has sole voting and dispositive power as to 743,209
shares. Mrs. Goldstein shares voting and dispositive power as to 93,124
shares with Susan Weis Mindel and Nancy Weis Wender as co-trustees of
the Janet Weis Trusts, shares voting and dispositive power over 4,555
shares with Joseph I. Goldstein, shares voting and dispositive power as
to 77,825 shares with her children as co-trustee of certain trusts for
the benefit of such children, shares voting and dispositive power as to
1,259,149 shares with Michael Apfelbaum as co-trustees of one of the
Claire Weis Trusts, and shares voting and dispositive power as to 1,590
shares with Michael Apfelbaum as co-trustees of certain trusts for the
benefit of her children.
9. Nancy Weis Wender has sole voting and dispositive power as to 731,493
shares. Ms. Wender shares voting and dispositive power as to 93,124
shares with Susan Weis Mindel and Ellen Weis Goldstein as co-trustees
of the Janet Weis Trusts, and shares voting and dispositive power as
to 1,259,148 shares with Michael Apfelbaum as co-trustees of one of
the Claire Weis Trusts.
10. Sidney Apfelbaum has sole voting and dispositive power as to 2,308,526
shares held in the Charles B. Degenstein Foundation Charitable Deed of
Trust at Mellon Bank Corporation. Mr. Apfelbaum shares voting and
dispositive power as to 18,000 shares with Mellon Financial Corporation,
Mellon Bank, N.A. and Walter Zweifler as co-trustees of the Zweifler
Family Trusts, shares voting and dispositive power as to 147,614 shares
with Mellon Financial Corporation, Mellon Bank, N.A. and Lore Degenstein
as co-trustees of the Lore Degenstein Trusts, and shares dispositive power
as to 24,147 shares with his wife.
29
WEIS MARKETS, INC.
Item 13. Certain Relationships and Related Transactions:
Other Arrangements: Central Properties, Inc., a Pennsylvania corporation
("Central Properties"), owns the land under a Company store and an adjacent
parking lot in Lebanon, Pennsylvania. Central Properties leased these
properties to the Company for $80,149 in 2000. The stockholders of Central
Properties include Michael M. Apfelbaum and certain of his family members,
certain members of Joseph I. Goldstein's family, Jonathan H. Weis and
Robert F. Weis, each of whom is a director of the Company.
Central Properties intends to covey a building and parcel of land located
in Camp Hill, Pennsylvania to the company for consideration of $950,000 plus
associated closing costs. The transaction is expected to be completed on or
before July 13, 2001. The proposed transaction was negotiated by employees of
the company who were independent of Central Properties and by counsel for
Central Properties who was independent of Weis Markets. The company intends
to expand a store location after the transaction and have full ownership of
the adjacent parking lot.
PART IV
Item 14. Exhibits, Financial Statements, Schedules and Reports on
Form 8-K:
(a) See Part II Item 8 "Financial Statements and Supplementary
Data" contained within this document.
(b) There were no reports on Form 8-K filed during the quarter
ended December 30, 2000.
(c) A listing of exhibits filed or incorporated by reference
is as follows:
Exhibit No.
3-A Articles of Incorporation
3-B By-Laws
3-C Amendments to the By-Laws
10-A Profit Sharing Plan
10-B Stock Bonus Plan
10-C Company Appreciation Plan
10-D Stock Option Plan
10-E Supplemental Employee Retirement Plan
10-F Executive Employment Contract
21 Subsidiaries of the Registrant
Exhibits 3-A and 3-B have been filed as exhibits under
Part IV, Item 14(c) in Form 10-K for the fiscal year ended
December 27, 1980 and are incorporated herein by reference.
Exhibit 3-C has been filed as an 8-K on January 27, 1998 and
is herein incorporated by reference. Exhibits 10-A, 10-B,
10-C, 10-E and 10-F, have been filed as exhibits under Part IV,
Item 14(c) in Form 10-K for the fiscal year ended
December 31, 1994 and are incorporated herein by reference.
Exhibit 10-D has been filed as an exhibit under Part IV,
Item 14(c) in Form 10-K for the fiscal year ended
December 26, 1998 and is incorporated herein by reference.
The foregoing exhibits are available upon request from the
Secretary of the company at a fee of $10.00 per copy.
30
WEIS MARKETS, INC.
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.
WEIS MARKETS, INC.
(Registrant)
Date 03/30/2000 /S/ Robert F. Weis
_______________ ___________________________________
Robert F. Weis
Chairman of the Board of Directors,
and Treasurer and Director
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 dates indicated.
Date 03/30/2000 /S/ Robert F. Weis
_______________ ___________________________________
Robert F. Weis
(Principal Financial Officer)
Chairman of the Board of Directors,
and Treasurer and Director
Date 03/30/2000 /S/ Norman S. Rich
_______________ ___________________________________
Norman S. Rich
(Principal Executive Officer)
President and Director
Date 03/30/2000 /S/ William R. Mills
_______________ ___________________________________
William R. Mills
Vice President Finance, Secretary
and Director
31
EXHIBIT 21
WEIS MARKETS, INC.
SUBSIDIARIES OF THE REGISTRANT
Percent
State of Owned by
Incorporation Registrant
__________________________
Albany Public Markets, Inc. New York 100%
Dutch Valley Food Company, Inc. Pennsylvania 100%
King's Supermarkets, Inc. Pennsylvania 100%
Martin's Farm Market, Inc. Pennsylvania 100%
Shamrock Wholesale Distributors, Inc. Pennsylvania 100%
SuperPetz II, Inc. Pennsylvania 100%
The consolidated financial statements include the accounts of the company
and its subsidiaries.
32