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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
COMMISSION FILE NUMBER: 0-19526
GOODY'S FAMILY CLOTHING, INC.
(Exact name of registrant as specified in its charter)
TENNESSEE 62-0793974
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
400 GOODY'S LANE, KNOXVILLE, TENNESSEE 37922
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (423) 966-2000
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No 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 the 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. [ ]
Aggregate market value of the voting stock held by non-affiliates of the
Registrant as of April 16, 1999: approximately $187,779,000.
Number of shares of Common Stock outstanding as of April 16, 1999:
33,333,480.
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1998 Annual Report to Shareholders of Goody's Family
Clothing, Inc. and subsidiaries are incorporated by reference in Part I and Part
II of this Annual Report on Form 10-K. Portions of the Company's definitive
Proxy Statement for its Annual Meeting of Shareholders to be held on June 16,
1999 are incorporated by reference into Part III of this Annual Report on Form
10-K. Unless the context otherwise indicates, all references in this Annual
Report on Form 10-K to the "Company" or "Goody's" refer to Goody's Family
Clothing, Inc., a Tennessee corporation, and its subsidiaries. The Company's
fiscal year ends on the Saturday nearest the last day of January. The terms
"fiscal 2001," "fiscal 2000," "fiscal 1999," "fiscal 1998," "fiscal 1997,"
"fiscal 1996," "fiscal 1995" and "fiscal 1994" refer to the Company's fiscal
years ending or ended on February 2, 2002 (52 weeks), February 3, 2001 (53
weeks), January 29, 2000 (52 weeks), January 30, 1999 (52 weeks), January 31,
1998 (52 weeks), February 1, 1997 (52 weeks), February 3, 1996 (53 weeks) and
January 28, 1995 (52 weeks), respectively.
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a safe harbor
for forward-looking statements made by or on behalf of the Company. Management
has endeavored in its communications, in its 1998 Annual Report to Shareholders
and in this Annual Report on Form 10-K to highlight the trends and factors that
might have an impact on the Company and the industry in which the Company
competes. Any "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, which generally can be identified by the use
of forward-looking terminology such as "may," "will," "expect," "estimate,"
"anticipate," "believe," "target," "plan," "project" or "continue" or the
negatives thereof or other variations thereon or similar terminology, are made
on the basis of management's plans and current analysis of the Company, its
business and the industry as a whole. These statements appear in a number of
places in this Annual Report on Form 10-K and include statements regarding the
intent, belief or current expectations of the Company, its directors or its
officers with respect to, among other things: (i) weather conditions; (ii) the
timely availability of branded and private label merchandise in sufficient
quantities to satisfy customer demand; (iii) customer demand and trends in the
apparel and retail industry and to the acceptance of merchandise acquired for
sale by the Company; (iv) the effectiveness of advertising and promotional
events; (v) the impact of competitors' pricing and store expansion; (vi) the
ability to enter into leases for new store locations; (vii) the timing,
magnitude and costs of opening new stores; (viii) individual store performance,
including new stores; (ix) employee relations; (x) the general economic
conditions within the Company's markets; (xi) the Company's financing plans;
(xii) trends affecting the Company's financial condition or results of
operations and (xiii) the Company's business and growth strategies. Readers are
cautioned that any such forward-looking statement is not a guarantee of future
performance and involves risks and uncertainties, and that actual results may
differ materially from those projected in the forward-looking statement as a
result of various factors. The Company does not undertake to publicly update or
revise its forward-looking statements even if experience or future changes make
it clear that any projected results expressed or implied therein will not be
realized.
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Authentic GFC, Chandler Hill, Chandler Hill Sport, "G" (stylized G with
arch design), GFC, GFC Trading Co., GoodKidz, Goody's Family Clothing, Goody's
Feels Like You, Goody's Low Price!! Department Store Styles Department Store
Brands, Mountain Lake High Quality Apparel With A Feel Good Fit, OCI -- Quality
Clothing, Old College Inn, and Take A Good Look are registered trademarks of the
Company. The Company has applied for registration of the following trademarks:
Bobby G by Ivy Crew, Electro Sport, International Trading Company, Intimate
Classics, Ivy Crew, Low Prices Never Looked So Good, Montana Blues Jean Company,
and OCI. The following trademarks and tradenames used in this Annual Report on
Form 10-K are owned by (and in certain cases registered to) third parties:
Adidas, Alfred Dunner, Arrow, Bestform, Body I.D., Braetan, Bugle Boy, Burnes of
Boston, Byer, Capezio, Carryland, Cathy Daniels, Converse, Cradle Togs, Danny
and Nicole, Dockers, Esprit, Hanes, Herman Kay, Jackson, Jantzen, Jessica
Howard, Keds, Kids Headquarters, Knights of the Round Table, L.A. Gear, L.E.I.,
LaBlanca/Sassafras, Lee, Leslie Fay, Levi's, Maidenform, Manhattan Beach, Mickey
& Co., My Michelle, Nike, Paco, Palmetto, Positive Attitude, Reebok,
Requirements, Rosetti, Russell, Sag Harbor, Scarlett, Stephanie K by Koret,
Supreme, Union Bay, Victoria Jones, Villager, Winlet, Winnie the Pooh and
Wrapper.
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PART I
ITEM 1. BUSINESS
GENERAL
Incorporated in January 1954, Goody's is a retailer of moderately-priced
apparel for women, men and children, operating 257 stores in 16 Southeastern and
Midwestern states as of January 30, 1999. The Company continually develops and
refines its merchandising strategy to meet the tastes and lifestyles of its
customer base. The Company primarily locates its stores in small to midsize
markets that have demographic characteristics consistent with its targeted
value-conscious customer. Its stores, all of which are leased and which are
generally located in strip shopping centers, average approximately 27,300 gross
square feet. The Company manages its core functions, including purchasing,
pricing, marketing and advertising, distribution, finance and information
systems, from its centrally located corporate office and distribution center in
Knoxville, Tennessee.
The Company's objective is to be a leading retailer of brand name apparel
in each of the markets it serves by providing its customers with a broad
selection of current-season, quality branded apparel at value prices. Key brands
offered by the Company include Adidas, Alfred Dunner, Bugle Boy, Dockers, Lee,
Leslie Fay, Levi's, Nike, Reebok, Requirements, Sag Harbor and Villager among
many others. These well-known labels, combined with the Company's private label
collections, Chandler Hill, Electro Sport, GFC Trading Co., Intimate Classics,
Montana Blues Jean Company, Mountain Lake and Mountain Lake Casuals for women;
Bobby G by Ivy Crew, International Trading Company, Ivy Crew, OCI -- Quality
Clothing and Old College Inn for men and GoodKidz for children, enable the
Company to compete effectively with other retailers operating in its markets.
The Company continues to experience significant growth in the number of its
stores as well as in its sales. During the period from fiscal 1994 through
fiscal 1998, the number of stores increased from 171 to 257 and sales increased
from $613.7 million to $1.091 billion. During fiscal 1995, the Company began to
implement important strategic initiatives related to merchandise assortment,
inventory levels and customer focus. The Company believes that its financial
results began significantly improving in the third quarter of fiscal 1996 as a
result of the successful implementation of these strategic initiatives. With the
successes realized in fiscal 1996, 1997 and the first half of fiscal 1998, the
Company was aggressive with its second half of fiscal 1998 sales plan and
associated inventory purchases. However, the unusually warm weather in the
Company's markets during the second half of fiscal 1998 caused a substantial
shortfall in sales for the fall/winter season resulting in a comparable store
sales decrease of 4.4% for the third and fourth quarters of fiscal 1998 compared
to the same period in the prior year. In fiscal 1998, as compared to fiscal
1997, sales increased 12.3% from $971.9 million to $1.091 billion (including a
comparable store sales increase of 0.5%), net earnings decreased 16.8% from
$33.3 million to $27.7 million and earnings per share decreased 18.2% from $0.99
per share to $0.81 per share. Given the difficulties encountered in the second
half of fiscal 1998, the Company has refined certain of its business and
merchandising strategies which are included in its discussion below under
"Competitive Strategy."
COMPETITIVE STRATEGY
Central elements of the Company's competitive strategy include the
following:
- Appeal to Value-Conscious Customers. Goody's appeals to value-conscious
customers by offering quality brand name merchandise at prices targeted
to be 10% to 30% lower than those of traditional department stores.
- Offer a Broad Range of Merchandise for the Entire Family. Unlike
specialty stores, the Company provides a wide selection of merchandise
designed to address the apparel needs of women, men and children. The
Company believes that providing one-stop apparel shopping for its
customers in convenient, accessible locations gives it an advantage over
many of its competitors. The Company plans to expand this concept by
bringing in-house the leased shoe operation during the first quarter of
fiscal 2000 and offering a broader assortment of footwear for the entire
family. See "Merchandising Divisions -- Shoes."
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- Emphasize Current-Season, First-Quality Brands. The Company's stores
offer brands that are not generally available to mass market and off-price
retailers. These brands include Levi's, Lee, Sag Harbor, Bugle Boy and
Nike, among others. Unlike off-price retailers, Goody's offers
current-season, first-quality merchandise.
- Strategically Use Private Label Merchandise. While the Company is
committed to maintaining a strong line-up of nationally recognized brand
name merchandise, private label programs offer important strategic
advantages. These programs offer shoppers designer looks and quality at
value prices, generate higher gross margins and allow the Company to
maintain consistent in-stock positions on basic merchandise. The Company
plans to slow, in the near term, its future growth of private label
programs in an effort to maximize margins.
- Focus on Small to Midsize Markets. The Company generally locates stores
in small to midsize markets that have demographic characteristics
consistent with its targeted value-conscious customer. Having developed a
flexible store format depending on local demographics, the Company
generally opens stores that range in size from 20,000 to 35,000 gross
square feet. While the Company operates in selected metropolitan markets,
smaller market areas offer significant strategic advantages, including
increased opportunities for expansion, lower rent and occupancy costs and
fewer competitors. The Company's new store growth rate is planned at
approximately 12% per year over the next several years.
- Provide Strong Marketing and Advertising. The Company believes that
communicating frequently with customers is key to maintaining traffic flow
in its stores and creating keen awareness among shoppers. The Company
advertises in newspapers at least once each week, 52 weeks a year. The
Company reinforces its print message with television and/or radio
campaigns running during portions of approximately 28 to 33 weeks each
year.
EXPANSION STRATEGY
The Company's expansion strategy is to grow its store base by approximately
12% per year over the next several years in small to midsize markets. As
opportunities present themselves, the Company will expand into suburban growth
areas of metropolitan markets opening several stores simultaneously. The Company
believes that opportunities exist to expand its presence within current markets
and new markets such as Louisiana, Oklahoma and other Midwestern states. The
Company's current plans for fiscal 1999 are to open a total of approximately 30
to 35 new stores and relocate or remodel approximately 24 stores.
The Company would also consider a complementary acquisition opportunity
should it arise, although the Company has no understandings, arrangements or
agreements with respect to any such opportunity.
In making its decision to open a new store, the Company typically
evaluates, among other factors, market demographics, competition, location,
consumer traffic, rent and occupancy costs, advertising and other expenses
associated with the opening and operation of a new store.
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The following table provides information regarding the number of stores in
operation, new stores opened, stores closed and stores relocated or remodeled
during the periods indicated:
FISCAL YEAR
--------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
Stores open, beginning of year............................ 223 203 184 171 146
New stores opened during the year......................... 36 24 20 13 25
Stores closed during the year............................. (2) (4) (1) -- --
--- --- --- --- ---
Stores open, end of year.................................. 257 223 203 184 171
=== === === === ===
Stores relocated or remodeled during the year............. 10 16 8 7 7
=== === === === ===
MERCHANDISING STRATEGY
The Company's merchandising strategy has been developed to appeal to
value-conscious, quality-oriented customers. The Company offers its merchandise
at prices targeted to be 10% to 30% lower than those of traditional department
stores. The Company competes (i) with department stores by offering quality,
brand name apparel at value prices, (ii) with specialty stores by offering
apparel for the entire family, (iii) with off-price apparel stores by offering a
wide selection of current-season merchandise at competitive prices and (iv) with
discount stores by offering better brand name merchandise generally unavailable
to discount retailers. The Company believes that its broad selection of
current-season, first-quality, brand name merchandise, combined with its private
label merchandise, provides a key competitive advantage. While nationally
recognized brand name merchandise remains the cornerstone of its merchandising
strategy, the Company continues to invest in the development of its private
label brands, which offer customers quality basic and designer look apparel at
value prices. Private label merchandise sales accounted for approximately 20%
and 21% of the Company's total sales for fiscal 1998 and 1997, respectively.
Generally within each store, specific departments are well signed and have
direct aisleways leading to major departments. Visual merchandising and store
presentation are enhanced by fixtures that showcase merchandise in an open,
accessible and customer-friendly shopping environment. Sale items featured in
the Company's advertising campaigns are highlighted in the stores with
easy-to-read signs that help customers quickly locate items of interest. The
overall merchandise presentation is reorganized four times a year to emphasize
the fashion products for the upcoming season.
A typical store has six divisions that include women's (juniors, misses,
intimate apparel, swimwear and outerwear), denim, men's (sportswear, activewear,
young men's and men's furnishings), children's (infants and toddlers, boys and
girls), accessories (jewelry, handbags, belts and gift items) and shoes. Goody's
carries approximately 11,500 different styles of merchandise, all of which are
electronically tracked in order to provide timely and accurate selling data to
the Company.
MERCHANDISING DIVISIONS
Women's. The broadest merchandise selection offered by the Company is in
the women's division, which contributed 41.5% of total sales in fiscal 1998.
Goody's women's division emphasizes career fashions, casual weekend wear, petite
and plus-size merchandise.
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Women's merchandise categories include juniors, misses, petite, plus size,
intimate apparel, swimwear and outerwear. Juniors' merchandise lines include
brand names such as Adidas, Byer, L.E.I., Lee, Levi's, My Michelle, Nike,
Palmetto, Reebok, Union Bay and Wrapper. Misses' merchandise lines include
popular brand names such as Alfred Dunner, Cathy Daniels, Lee, Leslie Fay,
Levi's, Requirements, Sag Harbor, Stephanie K by Koret, Victoria Jones and
Villager as well as the Company's private label brand, Mountain Lake. Fashion
dresses are also an important part of Goody's overall women's product lines and
feature popular brand names such as Danny and Nicole, Jessica Howard, Leslie
Fay, Positive Attitude and Scarlett. Brand name undergarments include products
from Bestform, Hanes and Maidenform. Swimwear features labels such as Body I.D.,
LaBlanca/Sassafras and Manhattan Beach and the Company's private label brand,
International Trading Company. Outerwear product lines include the Braetan,
Herman Kay and Winlet brand name labels and Mountain Lake and GFC Trading Co.,
the Company's private label brands.
Denim. The denim merchandise division is important to the Company's
merchandising concept and contributed 22.9% of total sales in fiscal 1998. The
Company believes that its broad selection and competitive pricing of basic denim
merchandise appeals to value-conscious families and generates customer traffic
for other higher margin merchandise. The Company utilizes automatic
replenishment programs using electronic data interchange ("EDI") with its major
denim suppliers to alleviate out-of-stock positions for popular styles and sizes
and improve inventory turnover. Primary brand names that are carried in the
denim division include Bugle Boy, Lee, Levi's, Paco and Union Bay. The Company's
private label brands for denim are Montana Blues Jean Company for women and
Authentic GFC for men.
Men's. The men's division contributed 20.2% of total sales in fiscal 1998
and consists of sportswear, activewear, young men's and men's furnishings
departments. The men's division utilizes a shop concept that features various
brand name merchandise targeted at certain lifestyles. Featured brand names in
the men's division include Adidas, Arrow, Bugle Boy, Dockers, Knights of the
Round Table, Lee, Levi's, Nike, Reebok, Russell and Supreme. The Company's
private label brands for men are Bobby G by Ivy Crew, International Trading
Company, Ivy Crew, OCI -- Quality Clothing and Old College Inn.
Children's. The children's division contributed 6.4% of total sales in
fiscal 1998 by offering popular and durable apparel for children of all ages.
Primary brand names carried for children include Adidas, Byer, Cradle Togs,
Dockers, Kids Headquarters, Lee, Levi's, Mickey & Co., My Michelle, Nike, Paco,
Union Bay and Winnie the Pooh. The Company's private label brand for children is
GoodKidz.
Accessories. The accessories division, which includes items such as
fashion and costume jewelry, handbags, belts, wallets, hair accessories,
sunglasses for women, picture frames, gourmet foods, stationery and gift items
contributed 4.7% of total sales in fiscal 1998. Featured brand names include
Burnes of Boston, Capezio, Carryland, Jackson, Jantzen and Rosetti.
Shoes. The shoe division contributed 3.7% of total sales in fiscal 1998.
Shoe departments are located in 220 of the Company's stores and are operated by
a third party under an exclusive operating license agreement which expires on
January 29, 2000, which the Company does not plan to renew. As a refinement in
the Company's strategic plan, the Company intends to internally operate the shoe
departments beginning in the first quarter of fiscal 2000, which is expected to
have a positive impact on its sales growth and pretax earnings, but could have a
negative impact on its pretax earnings rate. It is expected that a certain
portion of the shoes sold in these departments will be processed by a third
party before being distributed to the Company's stores through the distribution
center in Knoxville, Tennessee. In fiscal 1998, 33 of the 36 new stores opened
by the Company included shoe department. Additionally, the Company added shoe
departments to two stores existing prior to fiscal 1998. The shoe departments
offer brand names such as Adidas, Converse, Esprit, Keds, L.A. Gear and Nike.
The Company plans to include shoe departments in all stores to be opened in
fiscal 1999.
Tuxedo rentals and service fees. The Company's revenue from tuxedo rentals
and service fees charged on layaways contributed less than 1% of total sales in
each of the last three fiscal years.
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The following table shows a breakdown of the Company's total sales for the
periods indicated (dollars in thousands):
FISCAL 1998 FISCAL 1997 FISCAL 1996
-------------------- ------------------ ------------------
AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
---------- ------- -------- ------- -------- -------
Women's..................... $ 453,087 41.5% $408,739 42.1% $335,923 41.0%
Denim....................... 250,348 22.9 222,572 22.9 202,263 24.7
Men's....................... 220,587 20.2 195,156 20.1 165,438 20.2
Children's.................. 70,325 6.4 64,885 6.7 59,705 7.3
Accessories................. 50,973 4.7 42,467 4.4 24,972 3.0
Shoes....................... 39,885 3.7 33,378 3.4 26,827 3.3
Tuxedos rentals and service
fees...................... 5,879 0.6 4,726 0.4 3,928 0.5
---------- ----- -------- ----- -------- -----
$1,091,084 100.0% $971,923 100.0% $819,056 100.0%
========== ===== ======== ===== ======== =====
PURCHASING
The Company's merchandise purchasing function is centralized at its
corporate headquarters. The Company buys its merchandise from approximately 600
to 700 vendors and does not have long-term or exclusive contracts with any
manufacturer or vendor. During fiscal 1998, the Company's purchases from Levi
Strauss & Co., its largest vendor, represented approximately 20% of its total
purchases. No more than 6% of total purchases were attributable to any one of
the Company's other vendors. The Company intends to maintain strong,
partner-type relationships with its vendors. A portion of the Company's
merchandise is prepacked and preticketed by the vendors for each store, reducing
the cost and processing time in the distribution center.
Merchandise associated with the Company's private label brands is largely
imported. The Company employs its own designers and product development teams
who work closely with its merchants to track seasonal fashion trends, analyze
customer feedback and determine accurate order quantities. The Company controls
its private label merchandise from the initial concept to the final sale to the
consumer and monitors product quality, freight costs and other expenses in an
effort to maximize gross margins on such merchandise.
PLANNING AND ALLOCATION
The Company's planning and allocation department works closely with its
merchants, distribution center and store operations personnel to establish an
appropriate flow of merchandise on a store-by-store basis. This flow of
merchandise reflects customer preferences in each market in an effort to reduce
the cost of transferring merchandise among its various stores. The Company also
utilizes automatic replenishment programs using "Electronic Data Interchange"
("EDI") with 83 vendors, which accounted for approximately 27% of total sales in
fiscal 1998 and allows for more efficient replenishment of specific items of
merchandise in particular styles, sizes and colors to minimize out-of-stock
positions of basic merchandise and improve inventory turnover. The Company
continues to invest in its automatic replenishment programs using EDI for
existing and new vendors.
CENTRALIZED DISTRIBUTION
The Company has a 344,000-square-foot distribution center, located in
Knoxville, Tennessee, which is equipped with automated merchandise handling
equipment that facilitates efficient distribution of merchandise to the
Company's stores and provides for efficient cross docking of prepacked and
preticketed merchandise by store. In order to control quality, all incoming
merchandise is received at the distribution center to allow for inspection
before being delivered to the stores. As stated earlier, the Company intends to
internally operate the shoe departments beginning with the first quarter of
fiscal 2000. As a result, it is expected that a certain portion of the shoes
sold in these departments will be processed by a third party before being
distributed to the Company's stores through the distribution center in
Knoxville, Tennessee.
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Merchandise for individual stores is typically processed through the
distribution center within 48 hours of its receipt from vendors. Furthermore,
because the distribution center is located adjacent to main north-south and
east-west interstate highways, the Company can negotiate favorable shipping
terms with its vendors for merchandise delivered to its distribution center.
The Company has also developed an effective computerized system for
tracking merchandise from the time it arrives at its distribution center until
it is delivered to the stores to ensure that shipments are delivered in an
accurate and timely manner. In delivering merchandise to the stores, the Company
utilizes a third party contract carrier.
It is expected that the Knoxville distribution center will be sufficient to
distribute merchandise to approximately 350 stores. Based upon the Company's
current growth plans, it is estimated that the Knoxville distribution center can
service its stores through fiscal 2000. The Company is currently evaluating
various distribution alternatives to service the chain beginning in fiscal 2001.
The Company's preliminary plans call for a second distribution center with the
site yet to be determined.
MARKETING AND ADVERTISING
The Company's marketing and advertising functions are centralized at its
corporate headquarters. The Company's marketing and promotional strategy is
designed to reinforce its image as a value-priced, family apparel retailer. The
Company believes that its advertisements, which emphasize brand name apparel,
low prices and broad selections for the entire family, have enabled the Company
to communicate a distinct identity that reinforces its niche in the marketplace.
Using a multi-media approach, Goody's develops and prepares its own
advertising for newspapers, television and radio spots. The Company's media
department researches certain markets to develop profiles of shoppers in order
to effectively plan the Company's advertising. The Company frequently uses
full-color advertising to portray the depth and selection of its merchandise.
In-store merchandise presentation is coordinated with such advertising to
maximize promotional opportunities. While the exact allocation of advertising
dollars differs from market to market, the Company generally allocates
approximately 70% to 75% of its advertising budget to print media and the
remainder to television, radio and other promotional activities. Several of the
Company's key vendors share in the costs of mutually beneficial advertising
campaigns through cooperative advertising programs.
PRICING
The Company's pricing strategy is designed to provide value to its
customers by offering merchandise at prices targeted to be 10% to 30% below
those of traditional department stores. Basic denim, which is a consumer draw,
is priced very competitively and is generally positioned to increase traffic
throughout the store. All pricing decisions are made at the Company's corporate
headquarters. In order to remain competitive and enhance its sales promotion
efforts, Goody's frequently monitors its competitors' prices. In addition, the
Company's management information systems provide daily and weekly sales and
gross margin reports that, among other things, track sales and gross margins by
stock keeping unit ("SKU") and provide management with the flexibility to adjust
prices as appropriate.
CUSTOMER SERVICE
The Company's customer service program, Customer First, was designed to
educate and train store associates how to develop a customer-friendly mind-set
where customers -- not tasks -- come first in the stores. This initiative begins
with pre-employment screenings that measure job applicants' initial customer
service skills and is supported by ongoing training programs and incentives for
associates who demonstrate outstanding customer service performance. The Company
has also initiated operational programs to improve customers' overall shopping
experiences in its stores. The Company's merchandise return and exchange
policies were developed to ensure positive interactions between store associates
and customers. To monitor the success of Customer First programs, Goody's
encourages customer feedback with in-store survey cards.
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STORE OPERATIONS
Management of store operations is the responsibility of the Executive Vice
President -- Stores, who is assisted by a Vice President -- Store Operations, a
Vice President -- Store Development, three Regional Vice Presidents -- Sales,
three Regional Managers and 30 District Managers. Each District Manager oversees
6 to 11 stores.
Each store has a manager and between one and three assistant managers,
depending upon the size of the store. Other positions of responsibility within a
store include four to five department managers, a head cashier and a stockroom
manager. The number of sales staff ranges from 12 in smaller stores to 25 in
average stores to 70 in larger stores. The majority of the sales staff are
employed on a full-time basis, although part-time workers are hired during peak
selling seasons. The Company's stores are generally open from 9:00 a.m. to 9:00
p.m. Monday through Thursday; from 9:00 a.m. to 10:00 p.m. on Friday and
Saturday; and from 12:00 p.m. to 6:00 p.m. on Sunday. These hours are extended
during various holiday and peak selling seasons.
STORE LOCATIONS
The Company locates stores predominantly in small to midsize markets in the
Southeast and Midwest that typically have populations of 100,000 or fewer and
demographic characteristics consistent with its targeted value-conscious
customer. However, since 1994, the Company has opened multiple locations within
selected metropolitan markets. Goody's typically enters these metropolitan
markets by opening several stores simultaneously, which increases the Company's
image and awareness throughout the market while leveraging advertising costs
which are generally higher than small to midsize markets. Goody's primarily
leases store space in strip centers, where costs are generally lower than mall
locations. The smallest of the Company's stores has 7,600 gross square feet and
the largest store has approximately 52,600 gross square feet; the average store
size is approximately 27,300 gross square feet.
All of the Company's store locations are leased, which has enabled the
Company to grow without incurring indebtedness associated with acquiring and
owning real estate. The Company believes that the flexibility of leasing its
stores provides substantial benefits and avoids the inherent risks of owning
real estate. The Company believes that it has established itself as an anchor
tenant due to its operating performance, the size of its stores, its advertising
contributions in local markets, its financial position and its history of
meeting its lease commitments on a timely basis.
INFORMATION SYSTEMS
The Company maintains fully integrated point-of-sale inventory and
merchandise systems. The Company's information systems provide management,
buyers, planners and distributors with comprehensive data that helps them
identify emerging sales trends and, accordingly, manage inventories. The data
provided by information systems include unit and dollar planning; purchase order
management; open order reporting; open-to-buy; receiving; distribution; EDI;
basic stock replenishment and transfer, inventory and price management. Daily
and weekly sales reports are used by management to enhance the timeliness and
effectiveness of purchasing and markdown decisions. Merchandise purchases are
based on planned sales and inventories and are frequently revised to reflect
changing sales trends. The Company's stores have point-of-sale systems that are
supported by a back-office in-store computer system. The in-store systems
feature bar coded ticket scanning, automatic price look-up, dial-out credit and
check authorization and nightly transmittal of detailed sales data from stores
to the corporate office.
As part of the Company's strategic plan initiated in fiscal 1995, several
of the Company's core business systems have been replaced or are in the process
of being replaced. In fiscal 1996 and 1997, the Company implemented new
financial systems and made various enhancements to its store and other core
business systems. During fiscal 1998, the Company commenced development of new
merchandising and distribution systems to replace or enhance its existing
merchandising and distribution systems. This project is anticipated to be
completed in fiscal 2000.
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TRADEMARKS
The United States Patent and Trademark Office (the "USPTO") has issued to
the Company federal registrations for the following trademarks: Authentic GFC,
Chandler Hill, Chandler Hill Sport, "G" (stylized G with arch design), GFC, GFC
Trading Co., GoodKidz, Goody's Family Clothing, Goody's Feels Like You, Goody's
Low Price!! Department Store Styles Department Store Brands, Mountain Lake High
Quality Apparel With A Feel Good Fit, OCI -- Quality Clothing, Old College Inn,
and Take A Good Look. The Company has also filed applications with the USPTO
seeking federal registrations for the following trademarks: Bobby G by Ivy Crew,
Electro Sport, International Trading Company, Intimate Classics, Ivy Crew, Low
Prices Never Looked So Good, Montana Blues Jean Company, and OCI.
In April 1994, the Company filed an application with the USPTO to register
the trademark Ivy Crew. Two parties have filed separate notices of opposition to
the registration. The Company believes that it has meritorious defenses to these
oppositions, but does not anticipate a determination by the USPTO on any of the
oppositions until the second half of fiscal 1999.
The Company filed a trademark application with the USPTO on March 27, 1995,
as supplemented on March 28, 1995, to register the trademark Montana Blues Jean
Company. Such application has been refused and suspended by the USPTO pending
action on previously filed trademark applications by others; however, to date,
no third party has pursued a claim that would prohibit or attempt to prohibit
the Company from using such trademark.
The Company received a federal registration to the trademarks GFC Trading
Co., GFC and Authentic GFC on January 23, 1996, August 20, 1996 and July 20,
1997, respectively. In September 1996, the Company filed an action in federal
court in the Eastern District of Tennessee seeking a declaratory judgment
against a third party who had alleged common law trademark rights to the
trademark GFC. In February 1997, such party commenced a separate action against
the Company in federal court in the Southern District of New York seeking
injunctive relief and unspecified monetary damages. In February 1998, the New
York court issued an order transferring this case to the Eastern District of
Tennessee. The Company believes that it has meritorious defenses to the claims
against it.
There can be no assurance that the Company will prevail in any of these
disputes or that the USPTO will register the trademarks for which the Company
has applied. An unfavorable outcome in any one or more of these matters could
require the Company to abandon the applicable trademark, which could adversely
affect the Company's sales. It is also possible that damages could be awarded
against the Company.
ASSOCIATES
As of January 30, 1999, the Company had approximately 8,250 active full and
part-time associates. Store managers and assistant store managers are
compensated on a salaried basis and are eligible to receive additional
compensation based on the Company's profitability as well as meeting certain
objective goals at their respective stores such as sales growth, control of
expenses and inventory shrinkage. All other store associates are compensated on
an hourly basis. All of the Company's associates are non-union employees, with
the exception of the associates employed at its distribution center in
Knoxville, Tennessee, who are represented by the Union of Needletrades,
Industrial and Textile Employees. The Company's incentive bonus program for
certain key corporate associates is based on achieving certain profitability
goals and could potentially provide a significant portion of the associates'
total annual compensation.
The Company also grants stock options to certain key corporate and store
associates. These options are designed to align associates' interests with those
of the Company's shareholders and allow the Company to provide long-term
incentives to its associates.
The Company maintained a profit sharing plan through December 1997 for
full-time associates. This plan provided for discretionary contributions by the
Company which were approved by its Board of Directors. The Company's
contributions to the profit sharing plan were $750,000 and $525,000 for fiscal
1997 and 1996, respectively.
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In January 1998, the Company adopted the Goody's Family Clothing, Inc.
401(k) Retirement Plan (the "401(k) Plan") with a salary deferral feature for
all eligible associates. All the assets of the profit sharing plan were
transferred to the 401(k) Plan. Under the terms of the 401(k) Plan, eligible
associates may contribute between 3% and 15% of their annual compensation on a
pretax basis (with certain limitations imposed by the Internal Revenue Service)
to the 401(k) Plan. The Company provides matching contributions to the 401(k)
Plan, which are discretionary, vest over time and are based upon a percent of
the associates' elected contributions. These matching contributions amounted to
$826,000 and $35,000 for fiscal 1998 and 1997, respectively.
The Company also has an Employee Payroll Investment Plan that allows
eligible associates to purchase the Company's common stock at fair market value
through regular payroll deductions.
SEASONALITY AND INFLATION
The Company's business is seasonal by nature. The Christmas season
(beginning the Sunday before Thanksgiving and ending on the first Saturday after
Christmas), the back-to-school season (beginning approximately the first week of
August and continuing through the first week of September) and the Easter season
(beginning approximately two weeks before Easter Sunday and ending on the
Saturday preceding Easter) collectively accounted for approximately 33.7% of the
Company's annual sales based on the Company's last three fiscal years ended
January 30, 1999. In general, sales volume varies directly with customer
traffic, which is heaviest during the third and fourth quarters of a fiscal
year. Because of the seasonality of the Company's business, results for any
quarter are not necessarily indicative of the results that may be achieved for
the full year.
Inflation can affect the costs incurred by the Company in the purchase of
its merchandise, the leasing of its stores and certain components of its
selling, general and administrative expenses. During the last three fiscal years
ended January 30, 1999, inflation has not adversely affected the Company's
business, although there can be no assurance that inflation will not have a
material adverse effect on the Company in the future.
COMPETITION
The retail apparel business is highly competitive, with price, selection,
fashion, quality, location, store environment and service being the principal
competitive factors. The Company believes that it is well positioned to compete
on the basis of each of these factors. The Company competes primarily with
department stores, specialty stores, off-price apparel stores and discount
stores. Many competitors are large national chains with substantially greater
financial and other resources than those available to the Company; there is no
assurance that the Company will continue to be able to compete successfully with
any of them in the future.
ITEM 2. PROPERTIES
The Company owns its corporate headquarters and distribution center located
at 400 Goody's Lane, Knoxville, Tennessee. The distribution center is a
one-story, 344,000-square-foot facility with 43 loading docks and a mezzanine
level that has an additional 17,500 square feet currently used as office space.
As stated under "Business -- Centralized Distribution", it is expected that the
Knoxville distribution center will be sufficient to distribute merchandise to
approximately 350 stores. Accordingly, based upon the Company's current growth
plans, it is estimated that the Knoxville distribution center can service its
stores through fiscal 2000. The Company is currently evaluating various
distribution alternatives to service the chain beginning in fiscal 2001. The
Company's preliminary plans call for a second distribution center with the site
yet to be determined.
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The corporate headquarters building is adjacent to the distribution center
and comprises approximately 140,000 square feet. The Company also leases two
warehouses in Athens, Tennessee for staging and processing inventory and for
storing certain store fixtures.
The Company currently leases all of its stores. Lease terms generally
contain renewal options and provide for a fixed minimum rent, an additional rent
based on a percent of sales in excess of stipulated amounts and a share of
taxes, insurance and common area maintenance costs.
As of January 30, 1999 the following table reflects (i) the number of
leases that will expire in each indicated fiscal year if the Company does not
exercise any of its renewal options and (ii) the number of leases that will
expire in each indicated fiscal year if the Company exercises all of its renewal
options. The table does not reflect ten leases having month-to-month terms, but
does include 25 leases executed as of January 30, 1999 for stores to be opened
or relocated in fiscal 1999 as well as one store which closed during fiscal 1998
for which rent is payable until May 1999.
NUMBER OF LEASES NUMBER OF LEASES
EXPIRING EACH YEAR IF EXPIRING EACH YEAR IF
NO RENEWALS ALL RENEWALS
FISCAL YEAR EXERCISED EXERCISED
- ----------- --------------------- ---------------------
1999..................................................... 43 19
2000..................................................... 15 1
2001..................................................... 12 1
2002..................................................... 24 5
2003..................................................... 17 3
2004 and thereafter...................................... 162 244
ITEM 3. LEGAL PROCEEDINGS
On February 18, 1999, a lawsuit was served on the Company by nine
individual plaintiffs, generally alleging discrimination with respect to
employment opportunities at one of the Company's retail stores. The plaintiffs'
allegations include, among other things, discrimination through their
constructive discharge, failure to be promoted and failure to be paid wages
equal to white employees. The plaintiffs' claims are being brought under the
Civil Rights Act of 1866. By way of damages, the plaintiffs are seeking, among
other things, injunctive relief (including reinstatement), back pay, front pay,
compensatory damages and punitive damages. The Company disputes these claims and
intends to defend this matter vigorously.
On February 25, 1999, a lawsuit was served on the Company and Robert M.
Goodfriend, its Chairman and Chief Executive Officer, by 20 named plaintiffs,
generally alleging that the Company discriminated against a class of
African-American employees at its retail stores through the use of
discriminatory selection and compensation procedures and by maintaining unequal
terms and conditions of employment. The plaintiffs further allege that the
Company maintained a racially hostile working environment. The plaintiffs'
claims are being brought under Title VII of the Civil Rights Act of 1964, as
amended, and under the Civil Rights Act of 1866. The plaintiffs are seeking to
have this action certified as a class action. By way of damages, the plaintiffs
are seeking, among other things, injunctive relief (including restructuring of
the Company's selection and compensation procedures) as well as back pay, an
award of attorneys' fees and costs, and other monetary relief. The Company
disputes these claims and intends to defend this matter vigorously.
It is too early to estimate the effect, if any, the above two lawsuits may
have on the Company's financial position or results of operations.
The Company is a party to certain other legal proceedings arising in the
ordinary course of its business. Management currently believes that the ultimate
outcome of these other proceedings, individually and in the aggregate, will not
have a material adverse effect on the Company's financial position or results of
operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by reference to the
information on page 33 of the Registrant's 1998 Annual Report under the captions
"Common stock information" and "Dividend policy."
ITEM 6. SELECTED FINANCIAL DATA
The information required by this is incorporated by reference to the
information on page 31 of the Registrant's 1998 Annual Report under the caption
"Selected Financial Data."
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this item is incorporated by reference to the
information on pages 15-20 of the Registrant's 1998 Annual Report under the
caption "Management's Discussion and Analysis of Financial Condition and Results
of Operations."
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has no material investments or risks in market risk sensitive
instruments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated by reference to the
information on pages 21-30 of the Registrant's 1998 Annual Report and in the
tables for fiscal 1998 and fiscal 1997 on page 20 under the caption "Selected
Quarterly Data."
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is incorporated by reference to
information under the captions "Election of Directors -- Director, Director
Nominee and Executive Officer Information" and "Election of Directors -- Section
16(a) Beneficial Ownership Reporting Compliance" in the Registrant's Proxy
Statement for the Annual Meeting of Shareholders to be held on June 16, 1999.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to
information under the caption "Executive Compensation and Other Information" in
the Registrant's Proxy Statement for the Annual Meeting of Shareholders to be
held on June 16, 1999, but does not include the information under the captions
"Compensation Committee Report" and "Performance Graph."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated by reference to
information under the caption "Voting Rights and Principal Shareholders" in the
Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held
on June 16, 1999.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated by reference to
information under the caption "Certain Transactions" in the Registrant's Proxy
Statement for the Annual Meeting of Shareholders to be held on June 16, 1999.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements
The Registrant's 1998 Annual Report, a copy of which appears as Exhibit 13
to this Annual Report on Form 10-K, contains the following financial statements
and the Registrant's independent auditors' report thereon, which are
incorporated herein by reference.
- Independent Auditors' Report.
- Consolidated Statements of Operations for each of the three fiscal years
in the period ended January 30, 1999.
- Consolidated Balance Sheets as of January 30, 1999 and January 31, 1998.
- Consolidated Statements of Cash Flows for each of the three fiscal years
in the period ended January 30, 1999.
- Consolidated Statements of Shareholders' Equity for each of the three
fiscal years in the period ended January 30, 1999.
- Notes to Consolidated Financial Statements for each of the three fiscal
years in the period ended January 30, 1999.
2. Financial Statement Schedules
All financial statement schedules are omitted as the required information
is inapplicable.
3. Exhibits
EXHIBIT
NUMBER REF. DESCRIPTION
- ------- ---- -----------
1.1 a -- Form of Underwriting Agreement
3.1 b -- Amended and Restated Charter of the Registrant
3.2 c -- Amended and Restated Bylaws of the Registrant
4.1 -- See Exhibits 3.1 and 3.2 for provisions of the Amended and
Restated Charter and Amended and Restated Bylaws of the
Registrant defining rights of holders of Common Stock of the
Registrant
10.1 d -- Goody's Family Clothing, Inc. Profit Sharing Plan*
10.2 e -- Goody's Family Clothing, Inc. 1991 Stock Incentive Plan*
10.4 f -- Goody's Family Clothing, Inc. 1993 Stock Option Plan*
10.5 g -- Goody's Family Clothing, Inc. Discounted Stock Option Plan
for Directors, as amended*
10.18 h -- Settlement agreement dated January 5, 1995
10.29 i -- Benefit Protection Trust Agreement*
10.30 j -- Employment agreement between the Registrant and Marcus H.
Smith, Jr.*
10.31 j -- Employment agreement between the Registrant and Thomas R.
Kelly, Jr.*
10.32 j -- Credit agreement between the Registrant, Lenders as
identified therein and First Tennessee Bank National
Association as Administrative Agent
10.33 k -- Master transport agreement between the Registrant and Star
Transportation, Inc. dated July 10, 1995
10.34 l -- Goody's Family Clothing, Inc. Employee Payroll Investment
Plan*
10.35 m -- Employment letter from the Registrant to Jay D. Scussel*
10.36 m -- Indemnification agreement between the Registrant and Robert
M. Goodfriend*
10.37 m -- Indemnification agreement between the Registrant and Harry
M. Call*
10.38 m -- Indemnification agreement between the Registrant and James
L. Clayton*
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EXHIBIT
NUMBER REF. DESCRIPTION
- ------- ---- -----------
10.39 m -- Indemnification agreement between the Registrant and Samuel
J. Furrow*
10.40 m -- Indemnification agreement between the Registrant and Robert
F. Koppel*
10.41 m -- Indemnification agreement between the Registrant and Cheryl
L. Turnbull*
10.42 n -- Amended Credit Agreement between the Registrant, Lenders as
identified therein and First Tennessee Bank National
Association as Administrative Agent
10.44 o -- Indemnification agreement between the Registrant and Irwin
L. Lowenstein*
10.45 p -- Amended Agreement dated May 16, 1997 between the Registrant,
GOODY'S MS, L.P., and GOODY'S IN, L.P. as borrowers, TREBOR
of TN, Inc., SYDOOG, Inc. and GOFAMCLO, Inc. as guarantors,
Lenders as identified therein and First Tennessee National
Bank Association as Administrative Agent
10.46 q -- Deferred Compensation Agreement between the Registrant and
Robert M. Goodfriend*
10.47 q -- Employment letter from the Registrant to Stanley B. Latacha*
10.48 a -- Agreement dated August 25, 1997 among the Registrant, Robert
M. Goodfriend, Harry M. Call and Edward R. Carlin
10.50 r -- Amendment to the Goody's Family Clothing, Inc. Employee
Payroll Investment Plan*
10.51 s -- Third Amendment Agreement dated May 26, 1998 between the
Registrant, GOODY'S MS, L.P., GOODY'S IN, L.P. GFCTX, L.P.,
GFCTN, L.P., GFCGA, L.P. and GFCFS Inc. as borrowers, TREBOR
of TN, Inc., SYDOOG, Inc. and GOFAMCLO, Inc. as guarantors,
Lenders as identified therein and First Tennessee National
Bank Association as Administrative Agent
10.52 s -- Employment agreement between the Registrant and Harry M.
Call dated May 20, 1998.*
10.53 s -- Employment agreement between the Registrant and Edward R.
Carlin dated May 20, 1998.*
10.54 s -- Employment agreement between the Registrant and Thomas R.
Kelly, Jr. dated May 20, 1998.*
10.55 s -- Employment agreement between the Registrant and David R.
Mullins dated May 20, 1998.*
10.56 t -- Employment agreement between the Registrant and Bruce E.
Halverson dated May 20, 1998.*
10.57 t -- Employment agreement between the Registrant and Stanley B.
Latacha dated May 20, 1998.*
10.58 t -- Employment agreement between the Registrant and John J.
Okvath, III dated May 20, 1998.*
10.59 t -- Employment agreement between the Registrant and Jay D.
Scussel dated May 20, 1998.*
10.60 t -- Employment agreement between the Registrant and Marcus H.
Smith, Jr. dated May 20, 1998.*
10.61 t -- Employment agreement between the Registrant and Bobby Whaley
dated May 20, 1998.*
10.62 t -- Severance agreement between the Registrant and Regis J.
Hebbeler dated May 20, 1998.*
10.63 t -- Severance agreement between the Registrant and Hazel Ann
Moxim dated May 20, 1998.*
10.64 t -- Severance agreement between the Registrant and David G. Peek
dated May 20, 1998.*
10.65 -- Assumption and Consent Agreement dated December 16, 1998
between the Registrant, GOODY'S MS, L.P., GOODY'S IN, L.P.
GFCTX, L.P., GFCTN, L.P. and GFCGA, L.P. Inc. as borrowers,
TREBOR of TN, Inc., SYDOOG, Inc. and GOFAMCLO, Inc. as
guarantors, GFCFS, LLC and First Tennessee National Bank
Association as Administrative Agent for the Lenders
10.66 -- Employment agreement between the Registrant and Keith J.
Reichelderfer dated January 31, 1999.*
10.67 -- Amendment to Goody's Family Clothing, Inc. 1991 Stock
Incentive Plan effective May 13, 1998*
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EXHIBIT
NUMBER REF. DESCRIPTION
- ------- ---- -----------
10.68 -- Amendment to Goody's Family Clothing, Inc. 1993 Stock Option
Plan effective May 13, 1998*
10.69 -- Amendment to Goody's Family Clothing, Inc. 1997 Stock Option
Plan effective May 13, 1998*
10.70 -- Master Transportation and Deconsolidation Agreement between
the Registrant and Star Transportation, Inc. dated January
1, 1999
11 -- Statement re computation of per share earnings
13 -- Registrant's 1998 Annual Report (only those portions
specifically incorporated by reference into this Report are
to be deemed "filed" with the Securities and Exchange
Commission)
21 -- Subsidiaries of the Registrant
23 -- Consent of Deloitte & Touche LLP
27 -- Financial Data Schedule for the fiscal year ended January
30, 1999 (for SEC use only)
- ---------------
* The indicated exhibit is a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this Annual Report on Form
10-K
a Incorporated herein by reference to exhibit of the same number in Registrant's
Registration Statement on Form S-3 (Registration No. 333-32409) filed on
August 18, 1997 and amended on August 25, 1997 and September 3, 1997.
b Incorporated herein by reference to exhibit of the same number in Registrant's
Quarterly Report on Form 10-Q for the quarter ended July 29, 1995 (File No.
019526).
c Incorporated herein by reference exhibit of the same number in Registrant's
Annual Report on Form 10-K for the year ended January 28, 1995 (File No.
019526).
d Incorporated herein by reference to exhibit of the same number in Registrant's
Registration Statement on Form S-1 (Registration No. 33-42738) originally
filed on September 13, 1991.
e Incorporated herein by reference to exhibit of the same number in Registrant's
Annual Report on Form 10-K for the year ended January 30, 1993 (File No.
019526).
f Incorporated herein by reference to the Registrant's Proxy Statement for the
Annual Meeting of Shareholders held on June 24, 1993.
g Incorporated herein by reference to exhibit 4.1 in Registrant's Registration
Statement on Form S-8 (Registration No. 333-09595) filed on August 5, 1996.
h Incorporated herein by reference to exhibit 10.1 in Registrant's Current
Report on Form 8-K dated January 5, 1995 (File No. 019526).
i Incorporated herein by reference to exhibit of the same number in Registrant's
Annual Report on Form 10-K for the year ended January 28, 1995 (File No.
019526).
j Incorporated herein by reference to exhibit of the same number in Registrant's
Quarterly Report on Form 10-Q for the quarter ended April 29, 1995 (File No.
019526).
k Incorporated herein by reference to exhibit of the same number in Registrant's
Quarterly Report on Form 10-Q for the quarter ended July 29, 1995 (File No.
019526).
l Incorporated herein by reference to exhibit 4 in Registrant's Registration
Statement on Form S-8 (Registration No. 333-00052) originally filed on January
4, 1996.
m Incorporated herein by reference to exhibit of the same number in Registrant's
Annual Report on Form 10-K for the year ended February 3, 1996 (File No.
019526).
n Incorporated herein by reference to exhibit of the same number in Registrant's
Quarterly Report on Form 10-Q for the quarter ended May 4, 1996 (File No.
019526).
o Incorporated herein by reference to exhibit of the same number in Registrant's
Annual Report on Form 10-K for the year ended February 1, 1997 (File No.
019526).
p Incorporated herein by reference to exhibit of the same number in Registrant's
Quarterly Report on Form 10-Q for the quarter ended May 3, 1997 (File No.
019526).
q Incorporated herein by reference to exhibit of the same number in Registrant's
Quarterly Report on Form 10-Q for the quarter ended August 2, 1997 (File No.
019526).
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r Incorporated herein by reference to exhibit of the same number in Registrant's
Quarterly Report on Form 10-Q for the quarter ended November 1, 1997 (File No.
019526).
s Incorporated herein by reference to exhibit of the same number in Registrant's
Quarterly Report on Form 10-Q for the quarter ended August 1, 1998 (File No.
019526).
t Incorporated herein by reference to exhibit of the same number in Registrant's
Quarterly Report on Form 10-Q for the quarter ended October 31, 1998 (File No.
019526).
(b) Forms 8-K:
None
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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.
GOODY'S FAMILY CLOTHING, INC.
By: /s/ ROBERT M. GOODFRIEND
------------------------------------
Robert M. Goodfriend
Chairman of the Board and
Chief Executive Officer
Dated: April 27, 1999
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
--------- ----- ----
By: /s/ ROBERT M. GOODFRIEND Chairman of the Board and Chief April 27, 1999
------------------------------------------------ Executive Officer
Robert M. Goodfriend
By: /s/ HARRY M. CALL Director, President and Chief April 27, 1999
------------------------------------------------ Operating Officer
Harry M. Call
By: /s/ EDWARD R. CARLIN Executive Vice President, Chief April 27, 1999
------------------------------------------------ Financial Officer and
Edward R. Carlin Secretary (Principal Financial
Officer)
By: /s/ DAVID G. PEEK Vice President, Corporate April 27, 1999
------------------------------------------------ Controller and Chief
David G. Peek Accounting Officer (Principal
Accounting Officer)
By: /s/ SAMUEL J. FURROW Director April 27, 1999
------------------------------------------------
Samuel J. Furrow
By: /s/ ROBERT F. KOPPEL Director April 27, 1999
------------------------------------------------
Robert F. Koppel
By: /s/ IRWIN L. LOWENSTEIN Director April 27, 1999
------------------------------------------------
Irwin L. Lowenstein
By: /s/ CHERYL L. TURNBULL Director April 27, 1999
------------------------------------------------
Cheryl L. Turnbull
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