Back to GetFilings.com
1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 January 28, 1996
----------------
Commission file number 2-83992
-------
WILLIAMS-SONOMA, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
California 94-2203880
- ------------------------------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
3250 Van Ness Avenue, San Francisco, CA 94109
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (415) 421-7900
--------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by checkmark 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 checkmark 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.
---
As of April 22, 1996, the approximate aggregate market value of voting
stock held by non-affiliates of the Registrant was $413,107,128 using the
closing sales price on this day of $23.125. It is assumed for purposes of this
computation an affiliate includes all persons registered as Company insiders
with the Securities and Exchange Commission, as well as the Company's Employee
Profit Sharing and Stock Incentive Plan.
As of April 22, 1996, 25,440,140 shares of the Registrant's Common Stock
were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the following documents have been incorporated herein by
reference:
1) Registrant's Annual Report to Shareholders for the Fiscal Year ended
January 28, 1996 (the "1995 Annual Report") in Parts I and II hereof and
attached hereto as Exhibit 13;
2
2) Registrant's Proxy Statement for the 1995 Annual Meeting (the "Proxy
Statement") in Part III hereof.
3
WILLIAMS-SONOMA, INC.
FORM 10-K ANNUAL REPORT
FISCAL YEAR ENDED JANUARY 28, 1996
TABLE OF CONTENTS
PART I PAGE
----
Item 1. Business 3
Item 2. Properties 6
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of Security 7
Holders
PART II
Item 5. Market for the Registrant's Common Equity 8
and Related Stockholder Matters
Item 6. Selected Financial Data 8
Item 7. Management's Discussion and Analysis of 8
Financial Condition and Results of Operations
Item 8. Financial Statements and Supplementary Data 9
Item 9. Changes in and Disagreements with Accountants 9
on Accounting and Financial Disclosure
PART III
Item 10. Directors and Executive Officers of the 10
Registrant
Item 11. Executive Compensation 10
Item 12. Security Ownership of Certain Beneficial 10
Owners and Management
Item 13. Certain Relationships and Related Transactions 10
PART IV
Item 14. Exhibits, Financial Statement Schedules 11
and Reports on Form 8-K
2
4
PART I
ITEM 1. BUSINESS
Williams-Sonoma, Inc., together with its subsidiaries (the Company), is a
national specialty retailer of fine quality cooking and serving equipment, home
furnishings and home and garden accessories, which it markets through 240 retail
stores and five mail order catalogs. The Company believes that it is one of the
country's largest specialty retailers of such equipment, furnishings and
accessories. Retail sales accounted for approximately 61% of the Company's net
sales during the fiscal year ended January 28, 1996 (Fiscal 1995), while mail
order sales accounted for the balance.
The Company offers high quality, home-centered merchandise through five
concepts, each of which is focused on a different area of the home:
Williams-Sonoma offers culinary and serving equipment; Pottery Barn features
items in casual home furnishings, flatware and table accessories; Hold
Everything offers innovative household storage products; Gardeners Eden features
home gardening equipment and accessories; and Chambers offers high quality bed
and bath products. Together, these concepts help customers satisfy their
home-centered needs from the kitchen and garden to the bedroom and bath.
The Company was founded in 1956 in Sonoma, California, by Charles E. Williams,
currently Vice Chairman and a director of the Company. Williams-Sonoma was one
of the first retailers of fine quality cookware in the United States. Two years
later, the Sonoma store was moved to San Francisco. In 1972, the Company began
to offer its Williams-Sonoma kitchen products through mail order catalogs. The
Company expanded into areas of the home-centered business beyond kitchen
products by acquiring: Gardeners Eden, a mail order merchandiser of home
gardening equipment and accessories and housewares, in 1982; Pottery Barn, a
retailer of home furnishings, accessories and housewares, in 1986; and
California Closet Company, Inc., a direct marketer and installer of customized
closet systems, in 1990. The Company also internally developed Hold Everything,
a retail and mail order merchandiser of innovative household storage products,
and Chambers, a mail order merchandiser of high-quality bed and bath products.
In August 1994 the Company sold California Closet Company, Inc., which accounted
for 2% of sales for the fiscal year ended January 30, 1994 (Fiscal 1993).
MERCHANDISING CONCEPTS
The Company has five merchandising concepts: Williams-Sonoma, Pottery Barn, Hold
Everything, Gardeners Eden, and Chambers. The Company believes that these
specialty concepts together can fulfill a customer's home-centered needs, from
the kitchen and garden to the bedroom and bath.
3
5
RETAIL STORES
Three of the Company's five merchandising concepts are marketed through retail
stores - Williams-Sonoma, Pottery Barn and Hold Everything. Williams-Sonoma
stores offer a wide selection of culinary and serving equipment, including
cookware, cookbooks, cutlery, informal dinnerware, glassware and table linen. In
addition, these stores carry a variety of quality foods, including a line of
Williams-Sonoma food products, such as gourmet coffees and pasta sauces. Pottery
Barn stores feature a large assortment of items in casual home furnishings,
flatware and table accessories from around the world that are designed to be
combined to create a dynamic look in the home. The Hold Everything concept was
developed by the Company to offer innovative solutions to household storage
needs by providing efficient organization solutions for every room in the house.
As of January 28, 1996 the Company operated 240 retail stores, located in 32
states and the District of Columbia. This represents 139 Williams-Sonoma, 67
Pottery Barn, 32 Hold Everything, and 2 outlet stores. During Fiscal 1995 the
Company opened 34 new large format stores and expanded 9 existing store sites to
the larger format. The 27 larger format Williams-Sonoma stores are, on average,
56% larger than the average Williams-Sonoma store. The 16 large format Pottery
Barn stores are, on average, 268% larger than the average Pottery Barn store.
The Company plans 27 new or expanded large-format stores in Fiscal 1996 -- 14
Williams-Sonoma and 13 Pottery Barn. During Fiscal 1995, the Company closed 1
Williams-Sonoma store, 3 Hold Everything stores and 4 Pottery Barn stores.
MAIL ORDER OPERATIONS
The Company's mail order business began in 1972 when it introduced its flagship
catalog, "A Catalog for Cooks," which markets the Williams-Sonoma concept. Since
then, it has expanded its mail order business to include the four other concepts
- - Pottery Barn, Hold Everything, Gardeners Eden and Chambers. The mail order
business complements the retail business by building customer awareness of a
concept and acting as an effective advertising vehicle. In addition, the Company
believes that the mail order catalogs act as a cost efficient means of testing
market acceptance of new products.
The Company sends its catalogs to addresses from its proprietary customer list,
as well as to names from lists which the Company receives in exchange or rents
from other mail order merchandisers, magazines and other companies. In
accordance with prevailing industry practice, the Company rents its list to
other merchandisers. The Company's customer list is continually updated to
include new prospects and eliminate non-responders.
During the 1994 and 1995 holiday seasons, the Company experienced difficulty in
fulfilling some of its mail orders due to a delay in completing planned upgrades
to the mail order equipment and computer systems in its Memphis facility. In
addition, the increased volume of telephone orders and customer service calls
during the two holiday seasons at times exceeded the handling capacity of the
telemarketing center. The Company expects to resolve these issues by completing
the Memphis upgrades in July 1996 and by building another call center in Las
Vegas, Nevada which will effectively double the Company's ability to process
mail orders.
SUPPLIERS
The Company purchases its merchandise from numerous foreign and domestic
manufacturers and importers, none of which accounted for more than 5% of
purchases during Fiscal 1995. Approximately 39% of the Company's merchandise is
foreign-sourced. The primary sources for imported merchandise are located in
Europe and Asia. The Company relies on long-standing arrangements with many of
its buying agents.
4
6
MANAGEMENT INFORMATION SYSTEMS
The Company's management information systems (MIS) are designed to provide its
management and other personnel with information necessary to control and manage
its business. In 1995, the Company completed several key projects, including the
expansion and upgrade of its automatic call directing phone switch which routes
mail order customer calls, and enhanced merchandise receiving and electronic
forms modules in the stores. In 1996, the Company is in the process of
significantly upgrading the information systems and order processing equipment
in the mail order distribution facility. The upgrade, originally scheduled for
completion in the fall of 1995, is designed to address the problems the Company
experienced in fulfilling customers' mail orders during the last two seasons due
to inadequate equipment and systems. The Company expects to complete the upgrade
in July 1996.
COMPETITION AND SEASONALITY
The specialty retail business is highly competitive. The Company's specialty
retail stores and mail order catalogs compete with other retail stores,
including specialty stores and department stores and other mail order catalogs.
Certain of the Company's competitors have greater financial, distribution and
marketing resources than the Company. The recent substantial sales growth in the
mail order catalog industry has encouraged the entry of many new competitors and
an increase in competition from established companies. The Company competes on
the basis of the quality of its merchandise, service to its customers and its
proprietary customer list.
The Company's business is subject to substantial seasonal variations in demand.
Historically, a significant portion of the Company's sales and net income have
been realized during the period from October through December, and levels of net
sales and net income have generally been significantly lower during the period
from February through July. The Company believes this is the general pattern
associated with the mail order and retail industries. In anticipation of its
peak season, the Company hires a substantial number of additional employees in
its retail stores and mail order processing and distribution areas, and incurs
significant fixed catalog production and mailing costs. (See Quarterly Financial
Information on page 31 of the 1995 Annual Report which is incorporated herein by
reference).
EMPLOYEES
At January 28, 1996, the Company employed approximately 8,700 persons,
approximately 2,900 of whom were full-time employees. During the 1995 peak
season the Company hired approximately 3,000 temporary employees in its stores
and in its mail order processing and distribution areas.
5
7
ITEM 2. PROPERTIES
The Company's corporate offices are located in two facilities in San Francisco,
California. The primary headquarters building was purchased in 1993 with plans
to consolidate the entire headquarters staff in the spring of 1995. As a result,
in the fourth quarter of Fiscal 1993 the Company recorded a $3,000,000 reserve
for the estimated cost of sub-leasing the leased space it planned to vacate when
it moved into the new building prior to the expiration of the existing leases.
Sales growth experienced in 1994 and planned growth in Fiscal 1995 required the
Company to retain some of the leased space. Therefore, in the fourth quarter of
Fiscal 1994 the Company reversed $2,000,000 of the lease reserves. In April 1994
the Company entered into a mortgage agreement with a bank, secured by the new
corporate headquarters. The call center and second corporate office is held
under a lease which was amended in January 1996. A third facility was in use as
a call center at the end of the 1995 fiscal year but was subsequently closed and
its employees relocated to the remaining offices.
On January 2, 1996, the Company entered an agreement to lease a 53,787
square-foot build-to-suit call center in Las Vegas, Nevada, which will
approximately double the Company's capacity to process mail orders. The lease
covers a ten-year term with three optional five-year renewal periods. The
Company plans to occupy 35,867 square feet of the building in August 1996 and
has an option for an additional 17,920 square-foot expansion.
In July 1984, the Company began distributing its merchandise through a
centralized leased facility of approximately 243,000 square feet located in
Memphis, Tennessee. In October 1986 an additional 190,000 square feet of
distribution center was constructed. The lessor is a partnership consisting of
two directors and/or officers of the Company. The construction of the entire
facility was financed by the partnership through the aggregate issuance of
$2,900,000 of industrial development bonds. The lease had an initial
non-cancelable term of ten years expiring on June 30, 1994 with two optional
five-year renewals by the Company. In December 1993, the Company exercised the
two five-year renewal options and is now obligated to lease the space until June
30, 2004. In addition, the Company is obligated to renew the lease annually so
long as the bonds which financed the project are outstanding. Effective July 1,
1994, the fixed basic monthly rent is $51,500. In connection with the December
1993 transaction, both the partnership and the Company provided to an
unaffiliated bank an indemnity against certain environmental liabilities.
In August 1990, the Company entered into a lease agreement for an additional
307,000 square feet of distribution space adjacent to its existing Memphis
facility. The lessor is a partnership that includes three directors and/or
officers of the Company. The construction was financed by the partnership
through the sale of $10,550,000 of industrial development bonds. In September
1994 the lease was amended to include an approximately 306,000 square-foot
expansion, financed by the lessor through a $500,000 capital contribution from
its partners and the sale of $9,825,000, 9.01% principal amount of industrial
development bonds. The expansion was completed in October 1995. The amended
lease has an initial, non-cancelable term of fifteen years, with three optional
five-year renewals, and mandatory annual renewals so long as the bonds are
outstanding. (See Note F of the Company's Consolidated Financial Statements).
The Company's net selling area totaled approximately 690,000 square feet of
leased space at January 28, 1996 for 240 stores. All of the existing stores are
leased by the Company with original lease terms ranging from three to
twenty-five years, expiring between 1996 and 2015, except for one store with a
49-year lease term extending through 2040. Most leases for the Company's stores
provide for contingent rent based upon sales. (See Note E of the Company's
Consolidated Financial Statements).
6
8
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings against the Company. The Company
is, however, involved in routine litigation arising in the ordinary course of
its business, and, while the results of the proceedings cannot be predicted with
certainty, the Company believes that the final outcome of such matters will not
have a materially adverse effect on the Company's consolidated financial
position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the fourth
quarter of the 1995 fiscal year.
7
9
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
MARKET INFORMATION
The Company's common stock is currently traded on the NASDAQ National Market
System. Information contained under the caption "Common Stock" on page 31 of the
1995 Annual Report is incorporated herein by reference. The closing sales price
of the Company's stock in the NASDAQ National Market System on April 22, 1996
was $23.125.
SHAREHOLDERS
The number of shareholders of record as of April 22, 1996 was approximately 619.
This number excludes shareholders whose stock is held in nominee or street name
by brokers.
DIVIDEND POLICY
The Company has never declared or paid a cash dividend on its common stock, and
the current policy of its Board of Directors is to retain its earnings to
finance future growth. In addition, the Company is prohibited from paying cash
dividends by certain covenants in its bank credit agreement, its sublease for
the Memphis distribution center, and its 7.2% Senior Notes due 2005.
STOCK SPLITS
In January 1994 the Company declared a 3-for-2 stock split to shareholders of
record as of January 28, 1994. The split was effected on February 18, 1994 with
the issuance of 5,574,594 additional shares.
In August 1994 the Company declared a 3-for-2 stock split to shareholders of
record as of September 7, 1994. The split was effected on September 27, 1994
with the issuance of 8,414,056 additional shares.
ITEM 6. SELECTED FINANCIAL DATA
Information contained under the caption "Five Year Selected Financial Data" on
page 17 of the 1995 Annual Report is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Information contained under the caption "Management's Discussion and Analysis"
on pages 18 - 20 of the 1995 Annual Report is incorporated herein by reference.
8
10
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following documents are incorporated by reference to pages 21 through 30 of
the 1995 Annual Report to Shareholders filed as Exhibit 13 to this Annual Report
on Form 10-K:
Independent Auditors' Report
Consolidated Balance Sheets as of January 28, 1996 and January 29, 1995
Consolidated Statements of Earnings for each of the three fiscal years
in the period ended January 28, 1996
Consolidated Statements of Shareholders' Equity for each of the three
fiscal years in the period ended January 28, 1996
Consolidated Statements of Cash Flows for each of the three fiscal
years in the period ended January 28, 1996
Notes to Consolidated Financial Statements
The quarterly information contained under the caption "Quarterly Financial
Information" on page 31 of the 1995 Annual Report is incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable.
9
11
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information contained in the table under the caption "Election of Directors" in
the Proxy Statement is incorporated herein by reference.
Information contained in the last paragraph under the caption "Voting Securities
and Principal Shareholders" on page 4 of the Proxy Statement is incorporated
herein by reference.
At each Annual Meeting, directors are elected to serve until the next annual
meeting of shareholders or until the election and qualification of their
successors. The Company's Bylaws provide for not less than six nor more than
eleven directors, the exact number having been fixed by the Board of Directors
at ten.
Executive officers of the Company are elected by the Board of Directors at the
annual organizational meeting held immediately following the Annual Meeting and
serve at the pleasure of the Board. Information contained in the first table
under the caption "Information Concerning Executive Officers" on page 8 of the
Proxy Statement is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information relating to the aggregate cash compensation paid by the Company to
each of its five most highly compensated executive officers for the fiscal year
ended January 28, 1996, is contained under the caption "Executive Compensation"
on pages 9 through 14 of the Proxy Statement and is incorporated herein by
reference (except the information contained in the Compensation Committee Report
and the Performance Graph).
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
a) Information with respect to those persons known to the Company to be
beneficial owners of more than 5% of its common stock as of April 22,
1996, is contained under the caption "Voting Securities and Principal
Shareholders" on pages 2 through 4 of the Proxy Statement and is
incorporated herein by reference.
b) Information concerning the beneficial ownership of the Company's common
stock by its directors, by each executive officer named in the "Summary
Compensation Table" set forth on page 9 of the Proxy Statement, and by
its directors and officers as a group, as of April 22, 1996, is
contained in the tables under the captions "Voting Securities and
Principal Shareholders" and "Election of Directors" on pages 1 through 8
of the Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to certain relationships and related transactions is
contained under the caption "Certain Transactions" on page 8 of the Proxy
Statement and is incorporated herein by reference (see Note F of Notes to
Consolidated Financial Statements).
10
12
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Documents filed as part of the Form 10-K: See Item 8 for a list of
Financial Statements incorporated herein by reference.
(a)(2) Financial Statement Schedules
Description Page
----------- ----
Independent Auditors' Report on Financial Statement Schedule 12
Schedule II Valuation and Qualifying Accounts 13
Schedules other than those referred to above have been omitted
because they are not required or are not applicable.
(b) Reports on Form 8-K: No Form 8-K filings were made during the last
quarter of the fiscal year ended January 28, 1996.
(c) Exhibits: See Exhibit Index on pages 16 through 19.
11
13
[DELOITTE & TOUCHE LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT ON FINANCIAL
STATEMENT SCHEDULE
To the Board of Directors and Shareholders
of Williams-Sonoma, Inc.
We have audited the consolidated financial statements of Williams-Sonoma, Inc.
and subsidiaries as of January 28, 1996 and January 29, 1995, and for each of
the three fiscal years in the period ended January 28, 1996, and have issued
our report thereon dated April 15, 1996; such financial statements and report
are included in your 1995 Annual Report to Shareholders and are incorporated
herein by reference. Our audits also included the financial statement schedule
of Williams-Sonoma, Inc. and subsidiaries listed on Item 14. This financial
statement schedule is the reponsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
/s/ Deloitte & Touche LLP
April 15, 1996
12
14
SCHEDULE II
WILLIAMS-SONOMA, INC. & SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
Column A Column B Column C Column D Column E
- -------- -------- -------- -------- --------
Additions
Balance at Charged to Balance at
Beginning Costs and End of
Description of Period Expenses Deductions Period
- ----------- --------- -------- ---------- ------
Period Ended January 30, 1994:
Allowance for Doubtful Accounts $628,000 $ 42,000 $332,000 (A) $338,000
Period Ended January 29, 1995:
Allowance for Doubtful Accounts $338,000 $ 14,000 $113,000 (B) $239,000
Period Ended January 28, 1996:
Allowance for Doubtful Accounts $239,000 $119,000 $120,000 (A) $238,000
(A) Consists of direct write-offs charged against the allowance account during
the period.
(B) Includes $4,000 of direct write-offs and $109,000 allowance included in the
financial statements of a wholly-owned subsidiary that was sold in August 1994.
13
15
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.
WILLIAMS-SONOMA, INC.
Date: April 26, 1996 By /s/W. Howard Lester
-------------------
Chairman and
Chief Executive Officer
Pursuant to the requirements of Securities Exchange Act of 1934, as
amended, 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: April 26, 1996 /s/W. Howard Lester
-------------------
W. Howard Lester
Chairman
Chief Executive Officer
Date: April 26, 1996 /s/Dennis A. Chantland
----------------------
Dennis A. Chantland
Executive Vice President
Chief Administrative Officer
Acting Chief Financial
Officer
Secretary
Date: April 26, 1996 /s/Jerry S. B. Dratler
-------------------
Jerry S. B. Dratler
Vice President
Controller
Chief Accounting Officer
Date: April 26, 1996 /s/Charles E. Williams
----------------------
Charles E. Williams
Vice-Chairman
Director
Date: April 26, 1996 /s/Gary G. Friedman
-------------------
Gary G. Friedman
Executive Vice President
President-Retail Division
Director
Date: April 26, 1996 /s/Patrick J. Connolly
----------------------
Patrick J. Connolly
Executive Vice President
General Manager, Catalog
Director
14
16
Date: April 26, 1996 /s/James A. McMahan
-------------------
James A. McMahan
Director
Date: April 26, 1996 /s/Nathan Bessin
----------------
Nathan Bessin
Director
Date: April 26, 1996 /s/F. Warren Hellman
--------------------
F. Warren Hellman
Director
Date: April 26, 1996 /s/Millard S. Drexler
---------------------
Millard S. Drexler
Director
Date: April 26, 1996 /s/John Martin
--------------
John Martin
Director
Date: April 26, 1996 /s/ James M. Berry
------------------
James M. Berry
Director
15
17
EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K
FOR THE
FISCAL YEAR ENDED JANUARY 28, 1996
EXHIBIT
NUMBER EXHIBIT DESCRIPTION PAGE NO.
3.1 Certificate of Amendment of the Restated Articles of Incorporation,
(incorporated by reference to Exhibit 4.1 to the Company's
registration statement on Form S-2 filed with the Commission on
June 28, 1990 as amended by amendment number 1 on Form S-2 filed
with the Commission on July 17, 1990)
3.1 A Restated Articles of Incorporation (incorporated by reference to
Exhibit 3.1 to the Company's Report on Form 10-K for the fiscal
year ended January 31, 1988, as filed with the Commission on April
29, 1988)
3.1 B Restated Articles of Incorporation (incorporated by reference to
Exhibit 3.1 to the Company's Report on Form 10-Q for the period
ended October 29, 1995, as filed with the Commission on December
12, 1995)
3.2 Restated and Amended Bylaws of Registrant (incorporated by
reference to Exhibit 3.2 to the Company's Report on Form 10-K for
the fiscal year ended January 31, 1988, as filed with the
Commission on April 29, 1988)
10.1 1983 Incentive Stock Option Plan and Form of Agreement
(incorporated by reference to Exhibit 10.2 to the Company's
Registration Statement on Form S-1, as filed with the Commission on
May 25, 1983)
10.1 A 1976 Stock Option Plan and Form of Agreement as amended
(incorporated by reference to Exhibit 10.20 to the Company's Annual
Report on Form 10-K for the fiscal year ended January 31, 1993 as
filed with the Commission on May 3, 1993)
10.1 B 1993 Stock Option Plan approved by the Shareholders at the 1993
Annual Meeting (incorporated by reference to Exhibit 10.22 to the
Company's Report on Form 10-Q for the period ended May 2, 1993 as
filed with the Commission on June 16, 1993)
10.2 Warehouse - distribution facility lease dated July 1, 1983 between
the Lester-McMahan Partnership as lessor and the Company as lessee
(incorporated by reference to Exhibit 10.28 to the Company's Report
on Form 10-Q for the period ended September 30, 1983, as filed with
the Commission on October 14, 1983)
16
18
10.2 A The Amendment, dated December 1, 1985, to the lease for the
distribution center, dated July 1, 1983 between the Company as
lessee and the Lester-McMahan Partnership as lessor (incorporated
by reference to Exhibit 10.48 to the Company's Report on Form 10-K
for the fiscal year ended February 3, 1985, as filed with the
Commission on April 26, 1985)
10.2 B The Sublease, dated as of August 1, 1990, by and between
Hewson-Memphis Partners and the Company (incorporated by reference
to Exhibit 10 to the Company's Report on Form 10-Q for the period
ended October 28, 1990, as filed with the Commission on December
12, 1990)
10.2 C Second Amendment to Lease between the Company and the
Lester-McMahan Partnership, dated December 1, 1993 (incorporated by
reference to Exhibit 10.27 to the Company's Annual Report on Form
10-K for the fiscal year ended January 30, 1994 as filed with the
Commission on April 29, 1994)
10.2 D Second Amendment to Sublease between the Company and
Hewson-Memphis Partners, dated September 1, 1994 (incorporated by
reference to Exhibit 10.38 to the Company's Report on Form 10-Q for
the period ended October 30, 1994 as filed with the Commission on
December 13, 1994)
10.2 E Third Amendment to Sublease between the Company and
Hewson-Memphis Partners, dated October 24, 1995 (incorporated by
reference to Exhibit 10.2E to the Company's Report on Form 10-Q for
the period ended October 29, 1995 as filed with the Commission on
December 12, 1995)
10.3 The lease for the Company's Corporate Offices at 100 North Point
Street, San Francisco, California dated January 13, 1986, between
the Company as lessee and Northpoint Investors as lessor
(incorporated by reference to Exhibit 10.49 to the Company's Report
on Form 10-K for the year ended February 3, 1985, as filed with the
Commission on April 26, 1985)
10.3 A First amendment to the lease for the Company's Corporate Offices
at 100 North Point Street, San Francisco, California dated January
5, 1996, between the Company as lessee and Northpoint Investors as
lessor
10.4 Joint Venture Agreement and Trade Name and Trade Mark Licensing
Agreement, dated May 3, 1988 between the Company and Tokyu
Department Store Co., Ltd. (incorporated by reference to Exhibit
10.1 to the Company's Report on Form 10-Q for the period ended July
31, 1988, as filed with the Commission on September 15, 1988)
17
19
10.4 A Stock Purchase Agreement dated as of May 15, 1989, by and between
the Company and Tokyu Department Store Co., Ltd. (incorporated by
reference to Exhibit 4.1 to the Company's registration statement on
Form S-2 filed with the Commission on June 28, 1990 as amended by
amendment Number 1 on Form S-2 filed with the Commission on July
17, 1990)
10.5 Williams-Sonoma, Inc. Employee Profit Sharing and Stock Incentive
Plan effective as of February 1, 1989 (incorporated by reference to
Exhibit 4.2 of the Company's Form S-8 (File No. 33-33693) filed
February 22, 1990)
10.5 A Williams-Sonoma, Inc. Employee Profit Sharing and Stock Incentive
Plan Trust Agreement, dated September 20, 1989 (incorporated by
reference to Exhibit 4.2 of the Company's Form S-8 (File No.
33-33693) filed February 22, 1990)
10.5 B Amendment Number One to the Williams-Sonoma, Inc. Employee Profit
Sharing and Stock Incentive Plan, dated April 27, 1990
(incorporated by reference to Exhibit 10.20 to the Company's Annual
Report on Form 10-K for the fiscal year ended February 3, 1991, as
amended by a Form 8 Amendment to Form 10-K, filed with the
Commission on July 26, 1991)
10.5 C Amendment Number Two to the Williams-Sonoma, Inc. Employee Profit
Sharing and Stock Incentive Plan, dated December 12, 1990
(incorporated by reference to Exhibit 10.21 to the Company's Annual
Report on Form 10-K for the fiscal year ended February 3, 1991, as
amended by a Form 8 Amendment to Form 10-K, filed with the
Commission on July 26, 1991)
10.5 D Amendment Number Three to the Williams-Sonoma, Inc. Employee
Profit Sharing and Stock Incentive Plan, dated March 10, 1992
(incorporated by reference to Exhibit 10.21 to the Company's Annual
Report on Form 10-K for the fiscal year ended January 31, 1993 as
filed with the Commission on May 3, 1993)
10.5 E Amendment Number Four to the Williams-Sonoma, Inc. Employee
Profit Sharing and Stock Incentive Plan, dated June 9, 1993
(incorporated by reference to Exhibit 10.24 to the Company's Report
on Form 10-Q for the period ended May 2, 1993 as filed with the
Commission on June 16, 1993)
10.6 Indemnity Agreement by the Company in favor of Bank of America, NT
& SA, dated December 1, 1993 (incorporated by reference to Exhibit
10.28 to the Company's Annual Report on Form 10-K for the fiscal
year ended January 30, 1994 as filed with the Commission on April
29, 1994)
18
20
10.6 A Standing Loan Agreement and Deed of Trust between the Company and
Bank of America, NT & SA, dated March 9, 1994 (incorporated by
reference to Exhibit 10.31 to the Company's Annual Report on Form
10-K for the fiscal year ended January 30, 1994 as filed with the
Commission on April 29, 1994)
10.6 B Continuing Guaranty from Pottery Barn East Inc. to Bank of
America, NT & SA, dated August 7, 1995 (incorporated by reference to
Exhibit 10.6 F to the Company's Report on Form 10-Q for the period
ended July 30, 1995 as filed with the Commission on September 12,
1995)
10.6 C Continuing Guaranty from Hold Everything, Inc. to Bank of America,
NT & SA, dated August 7, 1995 (incorporated by reference to Exhibit
10.6 G to the Company's Report on Form 10-Q for the period ended
July 30, 1995 as filed with the Commission on September 12, 1995)
10.6 D Continuing Guaranty from Williams-Sonoma Stores, Inc. to Bank of
America, NT & SA, dated August 7, 1995 (incorporated by reference to
Exhibit 10.6 H to the Company's Report on Form 10-Q for the period
ended July 30, 1995 as filed with the Commission on September 12,
1995)
10.6 E Continuing Guaranty from Chambers Catalog Company, Inc. to Bank
of America, NT & SA, dated August 7, 1995 (incorporated by reference
to Exhibit 10.6 I to the Company's Report on Form 10-Q for the
period ended July 30, 1995 as filed with the Commission on
September 12, 1995)
10.6 F Continuing Guaranty from Gardener's Eden, Inc. to Bank of America,
NT & SA, dated August 7, 1995 (incorporated by reference to Exhibit
10.6 J to the Company's Report on Form 10-Q for the period ended
July 30, 1995 as filed with the Commission on September 12, 1995)
10.6 G Second Amended and Restated Credit Agreement between the Company
and Bank of America, NT & SA, dated March 29, 1996
10.7 Purchase and Sale Agreement between the Company and
Bancroft-Whitney, a division of Thomson Legal Publishing, Inc.,
dated December 14, 1993 (incorporated by reference to Exhibit 10.29
to the Company's Annual Report on Form 10-K for the fiscal year
ended January 30, 1994 as filed with the Commission on April 29,
1994)
10.7 A Standing Loan Agreement and Deed of Trust between the Company and
Bank of America, NT & SA, dated March 9, 1994 (incorporated by
reference to Exhibit 10.31 to the Company's Annual Report on Form
10-K for the fiscal year ended January 30, 1994 as filed with the
Commission on April 29, 1994)
10.7 B Master Agreement between the Company and Bank of America, NT &
SA, dated March 30, 1994 (incorporated by reference to Exhibit
10.33 to the Company's Annual Report on Form 10-K for the fiscal
year ended January 30, 1994 as filed with the Commission on April
29, 1994)
19
21
10.8 Stock Purchse Agreement between the Company and Bill Levine, dated
August 12, 1994 (incorporated by reference to Exhibit 10.36 to the
Company's Report on Form 10-Q for the period ended July 31, 1994 as
filed with the Commission on September 13, 1994)
10.9 Note Agreement for $40,000,000 7.2% Senior Notes, dated August 1,
1995 (incorporated by reference to Exhibit 10.9 to the Company's
Report on Form 10-Q for the period ended July 30, 1995 as filed
with the Commission on September 12, 1995)
10.9A Guaranty Agreement for $40,000,000 Senior Notes, dated August 1,
1995 (incorporated by reference to Exhibit 10.9A to the Company's
Report on Form 10-Q for the period ended July 30, 1995 as filed
with the Commission on September 12, 1995)
10.9B Intercreditor Agreement for $40,000,000 Senior Notes, dated August
1, 1995 (incorporated by reference to Exhibit 10.9B to the
Company's Report on Form 10-Q for the period ended July 30, 1995 as
filed with the Commission on September 12, 1995)
10.10 Purchase Agreement for $40,000,000 5.25% Convertible, Subordinated
Notes, dated April 10, 1996
10.10 A Indenture for $40,000,000 Convertible, Subordinated Notes, dated
April 15, 1996
10.10 B Registration Rights Agreement relating to $40,000,000 Convertible,
Subordinated Notes, dated April 15, 1996
10.11 Lease dated January 2, 1996, between Howard Hughes Properties,
Limited Partnership, as lessor and the Company as lessee
10.11 A Reimbursement Agreement between Howard Hughes Properties, Limited
Partnership, and the Company, dated December 11, 1995
11 Statement re computation of per share earnings
13 Annual report to security holders
21 Subsidiaries
23 Independent Auditors' Consent
27 Financial Data Schedule
20