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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year ended June 1, 1996
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 No. 0-5815
AMERICAN CONSUMERS, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-1033765
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or Number)
organization)
P.O. Box 2328, 418-A Battlefield Pkwy., Ft. Oglethorpe, GA 30742
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (706) 861-3347
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.10 par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
YES X NO
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K [ X ]
State the aggregate market value of the voting stock held by non-
affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which the stock was sold, or the
average bid and asked prices of such stock, as of a specified date
within 60 days prior to the date of filing.
AS OF AUGUST 12, 1996, THE AGGREGATE MARKET VALUE OF THE VOTING STOCK
HELD BY NON-AFFILIATES OF THE REGISTRANT WAS APPROXIMATELY $198,256.
(Calculated for these purposes by multiplying the total number of
outstanding shares held by non-affiliates by available bid price
information.)
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
924,653 SHARES OF COMMON STOCK, $0.10 PAR VALUE, AS OF AUGUST 12, 1996.
List hereunder the following documents, if incorporated by reference
and the Part of the Form 10-K into which the document is incorporated:
(1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) under the Securities Act of 1933. The listed documents
should be clearly described for identification purposes:
(1) SPECIFIED PORTIONS OF THE REGISTRANT'S ANNUAL REPORT TO
SHAREHOLDERS FOR THE FISCAL YEAR ENDED JUNE 1, 1996, INCORPORATED BY
REFERENCE INTO PART II OF THIS REPORT ON FORM 10-K.
(2) SPECIFIED PORTIONS OF THE REGISTRANT'S DEFINITIVE PROXY STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE REGISTRANT'S
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD SEPTEMBER 12, 1996
INCORPORATED BY REFERENCE INTO PART III OF THIS REPORT ON FORM 10-K.
PART I
ITEM 1. BUSINESS
Incorporated in Georgia in 1968, American Consumers, Inc. (the
"COMPANY"), operates six (6) supermarkets within a compact geographical
area that comprises Northwest Georgia, Northeast Alabama, and Southeast
Tennessee.
All of the Company's supermarkets are operated under the name "Shop-
Rite." All of the Company's supermarkets are self-service and are
engaged in the retail selling of groceries including meats, fresh
produce, dairy products, frozen foods, bakery products, tobacco
products, and miscellaneous other non-food items. The Company's
supermarkets feature national brand merchandise with only a minor part
of sales from controlled-label, private-label or generic merchandise.
"Controlled-label" or "private-label" merchandise is merchandise
purchased from national or local suppliers under a trade name chosen by
the wholesaler supplying the merchandise. The Company's supermarkets
offer milk and certain dairy products, as well as frozen vegetables and
jellies, under the controlled-labels "Hyde Park," "Rainbow" and
"Marquee." Bread and related bakery items are also offered as
controlled-label groceries.
During the fiscal year ended June 1, 1996, Company's major supplier of
staple groceries was Fleming Co., Inc. ("FLEMING") formerly, Malone &
Hyde, Inc., with its principal corporate offices in Oklahoma City,
Oklahoma. For the fiscal year ended June 1, 1996, approximately 75% of
the Company's total inventory purchases of $23,802,567 were made from
Fleming. Prior years purchases from Fleming were approximately 69%.
One of the Company's stores was supplied by another wholesaler for
about five months of the 1995 year. The inventory purchases from
Fleming covered all lines of the Company's groceries. Fleming was the
Company's principal supplier of tobacco products and meat products.
Purchases from Specialty Produce Company, a local produce supplier,
account for the majority of the Company's produce purchases.
Various local suppliers within the geographical area served by the
Company's supermarkets provide the Company with approximately half of
its requirements of certain perishable items, including produce, and
account for approximately 25% of the Company's total inventory
purchases. The Company believes that there are other adequate and
convenient sources of groceries, including several area and local
suppliers, which could meet its needs. Accordingly, the Company is not
dependent upon any particular supplier for its requirements of
groceries.
The supermarket industry is highly competitive, and the principal
method of competition has been, in previous years, the pricing of
groceries. The Company's current major competitors now
include various local and three regional chains. The nature of such
price competition now includes the sale of selected items at below cost
prices as "loss-leaders" or "advertised specials", the practice of
"double couponing" or matching coupon discounts with additional cash
discounts, as well as the sale of certain main line items at prices
below the Company's wholesale cost. The Company believes that its
major competitors have been and are able to obtain preferential
treatment from suppliers in the form of advertising allowances, lower
prices and other concessions not available to the Company which put the
Company at a competitive disadvantage. The Company will continue to
strive to remain competitive; however, the Company's current major
competitors are much larger operations than the Company and, it
believes, are in a better position to withstand prolonged price
competition. The two locations closed during the 1992-1993 fiscal year
were closed in response, primarily, to intense price competition. As
part of its response to such price competition, the Company seeks to
retain supermarket locations in areas where competition from larger
chains is less direct.
Backlog is not a significant factor in the business of the
Company.
The Company employs approximately 97 full-time employees and
approximately 101 part-time and seasonal employees.
The Company believes it is in compliance with all federal, state
and local laws relating to environmental protection. No capital
expenditures for equipment relating to environmental protection are
presently anticipated.
The Company is engaged in a single line of business; namely, the
retail, self-service grocery business which is not divisible into
separate segments. The following table sets forth information for the
last three (3) fiscal years as to the total sales and revenue of the
Company contributed by each class of products which contributed a
significant percentage of the total retail sales and revenues of the
Company in the last three (3) fiscal years. 1995 consisted of 53 weeks
while 1996 and 1994 consisted of 52 weeks.
1996 1995 1994
---- ---- ----
Meat $ 6,763,852 $ 6,698,449 $ 6,624,137
Produce 1,915,763 1,875,671 1,907,945
Grocery & Non-
Food Items 20,606,311 20,260,751 20,009,512
ITEM 2. PROPERTIES
The executive offices of the Company are located in an 1,800 square-
foot office building on Battlefield Parkway in Fort Oglethorpe,
Georgia, which the Company holds under a lease for a term of three
years, expiring in November 1998, with a one year option to renew
through November, 1999.
The Company's supermarkets are located in Ringgold, LaFayette,
Chatsworth, and Chickamauga, Georgia; Stevenson, Alabama; and Dayton,
Tennessee. All of the six locations are leased from unaffiliated
landlords. These leases are presented below:
Square Current Lease Renewal
Location Footage Term Options
- -------- ------- ----------------- -------------
Ringgold, GA 14,400 12/01/92 - 11/30/97 2-5 yr. terms
LaFayette, GA 20,500 02/26/92 - 01/31/02 3-5 yr. terms
Chatsworth, GA 24,360 04/29/88 - 04/28/03 3-5 yr. terms
Chickamauga, GA 13,840 04/07/86 - 12/31/98 3-5 yr. terms
Stevenson, AL 23,860 06/01/94 - 05/31/04 3-5 yr. terms
Dayton, TN 23,004 08/01/92 - 07/31/02 2-5 yr. terms
119,964
The supermarkets in Ringgold, LaFayette, and Chatsworth, Georgia;
Stevenson, Alabama; and Dayton, Tennessee, are located in strip
shopping centers. The store in Chickamauga, Georgia, is free standing.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Company is
a party, or of which any of its property is the subject, nor have any
material legal proceedings been terminated during the fourth quarter of
the Company's fiscal year.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF THE COMPANY
The Company's Board of Directors appoints the Company's Executive
Officers for a term of one year. The names, ages, offices held with
the Company, business experience during the past five years, and
certain directorships held by each of the Company's Executive Officers
are set forth in the following table:
Name and Year Office(s) Presently
First Elected as Held, Business Experience
Executive Officer and Certain Directorships Age
Michael A. Richardson Chairman of the Board of 50
1977 Directors, President, Chief
Executive Officer, member of
the Executive Committee of
the Board of Directors.
Virgil Bishop Vice-President, Director, 57
1974 member of the Executive
Committee and the Board
of Directors.
Paul R. Cook Executive Vice-President, 46
1987 Treasurer, Chief Financial
Officer, Director, member of
the Executive Committee and
the Board of Directors.
Director of Capital Bank,
Fort Oglethorpe, Georgia
since May 1993.
James E. Floyd Vice-President, member of 52
1991 the Executive Committee
(ex-officio). From 1966 to
1991, Mr. Floyd was
Grocery Supervisor for
the Company.
Reba S. Southern Secretary, member of the 43
1991 Executive Committee (ex-
officio). From 1972 to 1991,
Mrs. Southern was Administra-
tive Assistant for the Company.
PART II
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ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
The information required by this Item is incorporated herein by
reference to page 4 of the Company's annual report to security holders
for the fiscal year ended June 1, 1996.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is incorporated herein by
reference to page 3 of the Company's annual report to security holders
for the fiscal year ended June 1, 1996.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The information required by this Item is incorporated herein by
reference to pages 5 through 7 of the Company's annual report to
security holders for the fiscal year ended June 1, 1996.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is incorporated herein by
reference to pages 8 through 19 of the Company's annual report to
security holders for the fiscal year ended June 1, 1996.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Information concerning the Company's Executive Officers is set forth in
Part I of this report on Form 10-K under the caption "Executive
Officers of the Company." The remaining information required by this
Item is incorporated herein by reference to the Company's definitive
proxy statement filed with the Securities and Exchange Commission
pursuant to Regulation 14A for the Company's Annual Meeting of
Shareholders to be held September 12, 1996, under the heading
"INFORMATION ABOUT NOMINEES FOR DIRECTOR."
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by
reference to the Company's definitive proxy statement filed with the
Securities and Exchange Commission pursuant to Regulation 14A for the
Company's Annual Meeting of Shareholders to be held September 12, 1996,
under the headings "EXECUTIVE COMPENSATION" and "COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by this Item is incorporated herein by
reference to the Company's definitive proxy statement filed with the
Securities and Exchange Commission pursuant to Regulation 14A for the
Company's Annual Meeting of Shareholders to be held September 12, 1996,
under the heading "PRINCIPAL SHAREHOLDERS."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated herein by
reference to the Company's definitive proxy statement filed with the
Securities and Exchange Commission pursuant to Regulation 14A for the
Company's Annual Meeting of Shareholders to be held September 12, 1996,
under the headings "COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION IN COMPENSATION DECISIONS" AND "CERTAIN TRANSACTIONS."
PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) 1. The following Financial Statements included in the Company's
1996 Annual Report to the security holders for the fiscal
year ended June 1, 1996, are incorporated by reference in
Item 8 hereof:
- Report of Independent Accountants
- Balance Sheets - June 1, 1996 and June 3, 1995
- Statements of Income and Retained Earnings - Fiscal
Years Ended June 1, 1996; June 3, 1995; and May 28,
1994
- Statements of Cash Flows - Fiscal Years Ended June 1,
1996; June 3, 1995; and May 28, 1994
- Notes to Financial Statements
2. None of the schedules for which provision is made in the
applicable accounting regulations of the Securities and
Exchange Commission are required under the related
instructions, or else are inapplicable to the Company, and
therefore no such schedules have been filed.
3. The following exhibits are either incorporated by reference
or attached to and made a part of this report:
Exhibit 3 Articles of Incorporation and By-Laws.
Incorporated by reference to Exhibit 3
to Form 10-K for the year ended May 29,
1993.
Exhibit 10(a) Line of Credit Loan Agreement, related Note
and Security Agreement dated as of August
1992 by and between the Company and Wachovia
Bank of Georgia, N.A.
Incorporated by reference to Exhibit 10(a) to
Form 10-K for the year ended May 29, 1993.
Exhibit 10(b) Financial Management Account Investment/
Commercial Loan Access Agreement dated
October 1, 1993, Amending Line of Credit Loan
Agreement dated as of August 1992 by and
between the Company and Wachovia Bank of
Georgia, N.A. Incorporated by reference to
Exhibit 10(b) to Form 10-K for the year ended
June 3, 1995.
Exhibit 10(c) Note and Security Agreement, together with
related Addendum to Financial Management
Account Investment/ Commercial Loan Access
Agreement between the Company and Wachovia
Bank of Georgia, N.A., dated July 6, 1994.
Incorporated by reference to Exhibit 10(c) to
Form 10-K for the year ended June 3, 1995.
Exhibit 10(d) Letter Agreement dated December 5, 1994
amending Financial Management Account
Investment/Commercial Loan Access Agreement
between the Company and Wachovia Bank of
Georgia, N.A. Incorporated by reference to
Exhibit 10(d) to Form 10-K for the year ended
June 3, 1995.
Exhibit 10(e) Promissory Notes to related stockholder.
Incorporated by reference to Exhibit 10(d) to
Form 10-K for the year ended May 29, 1993.
Exhibit 10(f) Lease for the Company's Ringgold, Georgia
location. Incorporated by reference to
Exhibit 10(e) to Form 10-K for the year ended
May 29, 1993.
Exhibit 10(g) Lease Agreement for the Company's LaFayette,
Georgia location. Incorporated by reference
to Exhibit 10(f) to Form 10-K for the year
ended May 29, 1993.
Exhibit 10(h) Lease Agreement for the Company's Chatsworth,
Georgia location. Incorpor- ated by reference
to Exhibit 10(g) to Form 10-K for the year
ended May 29, 1993.
Exhibit 10(i) Lease Agreement for the Company's
Chickamauga, Georgia location. Incorporated
by reference to Exhibit 10(h) to Form 10-K
for the year ended May 29, 1993.
Exhibit 10(j) Renewal Lease Agreement for the Company's
Stevenson, Alabama location. Incorporated by
reference to Exhibit 10(h) to Form 10-K for
the year ended May 28, 1994.
Exhibit 10(k) Lease Agreement for the Company's Dayton,
Tennessee location. Incorporated by
referenced to Exhibit 10(j) to Form 10-K for
the year ended May 29, 1993.
Exhibit 10(l) Lease Agreement for the Company's Trenton,
Georgia location. Incorporated by reference
to Exhibit 10(k) to Form 10-K for the year
ended May 29, 1993.
Exhibit 10(m) Lease Agreement for the Company's Executive
offices. Incorporated by reference to
Exhibit 10(l) to Form 10-K for the year ended
May 29, 1993.
Exhibit 10(n) Equipment Lease and Master License Agreement
dated March 31, 1995 between the Company and
Fleming Companies, Inc. pertaining to the
equipment and software for the Company's
electronic cash registers and scanning
equipment.
Exhibit 13 Annual Report to Shareholders for the Fiscal
Year ended June 3, 1995.
Exhibit 24 Consent of Messrs. Hazlett, Lewis & Bieter.
(b) The Company has not filed any report on Form 8-K during the last
quarter of the period covered by this report.
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.
AMERICAN CONSUMERS, INC.
Date: August 21, 1996 By: s/Michael A. Richardson
-----------------------
Michael A. Richardson
Chairman of the Board,
President and Chief
Executive Officer
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.
Signature Title Date
--------- ----- ----
s/Michael A. Richardson Chairman of the Board, August 21, 1996
- ----------------------- President and Chief
Michael A. Richardson Executive Officer
s/Paul R. Cook Executive Vice- August 21, 1996
- ----------------------- President, Chief
Paul R. Cook Financial Officer,
Treasurer (Chief
Accounting Officer) and
Director
s/Virgil E. Bishop Vice-President and August 21, 1996
- ----------------------- Director
Virgil E. Biship
s/John P. Price Director August 22, 1996
- -----------------------
John P. Price
s/Thomas L. Richardson Director August 22, 1996
- -----------------------
Thomas L. Richardson
s/Jerome P. Sims Director August 23, 1996
- -----------------------
Jerome P. Sims, Sr.
- ----------------------- Director August __, 1996
Herbert S. Willbanks