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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended February 1, 1998
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Commission file number 000-12704
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WILLIAMS-SONOMA, INC.
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(Exact Name of Registrant as Specified in Its Charter)
California 94-2203880
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3250 Van Ness Avenue, San Francisco, CA 94109
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (415) 421-7900
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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
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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 March 27, 1998, the approximate aggregate market value of voting
stock held by non-affiliates of the Registrant was $1,173,730,000 using the
closing sales price on this day of $59.75. It is assumed for purposes of this
computation an affiliate includes all persons registered as Registrant
insiders with the Securities and Exchange Commission, as well as the
Registrant's Associate Stock Incentive Plan.
As of March 27, 1998, 26,132,729 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
February 1, 1998 (the "1997 Annual Report") in Parts I and II hereof and
attached hereto as Exhibit 13;
2) Registrant's Proxy Statement for the 1998 Annual Meeting (the "Proxy
Statement") in Part III hereof.
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WILLIAMS-SONOMA, INC.
FORM 10-K ANNUAL REPORT
FISCAL YEAR ENDED FEBRUARY 1, 1998
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
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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 276 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 65% of the Company's net
sales during the fiscal year ended February 1, 1998 (Fiscal 1997), 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 and outdoor-related products, in 1982; and Pottery Barn, a retailer of
home furnishings, accessories and housewares, in 1986. 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.
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.
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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 February 1, 1998 the Company operated 276 retail stores, located in 37
states and the District of Columbia. This represents 152 Williams-Sonoma, 88
- - Pottery Barn, 32 Hold Everything, and 4 outlet stores, of which 74
Williams-Sonoma and 54 Pottery Barn stores are large-format. The prototypical
1997 large-format stores range from 5,700-9,000 selling square feet for Pottery
Barn stores, and 2,800-4,600 selling square feet for Williams-Sonoma stores and
enable the Company to more clearly display merchandise. Large-format stores
accounted for 58% of retail sales in fiscal 1997. In fiscal 1998, the Company
plans to increase leased square footage by approximately 21%.
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.
The Company's San Francisco call center, which primarily serviced Pottery Barn,
was previously located in one of the Company's two corporate headquarters
facilities. In order to support the sales growth in Pottery Barn and growth of
the Company's corporate staff, management made the decision in fiscal 1997 to
close this call center and to utilize the space for corporate offices. The call
center was closed in January 1998, and as a result the Company recorded a
fourth quarter pre-tax charge of $2,335,000 for severance and other
employment-related costs associated with the closure. A new call center is
scheduled to open in Oklahoma City, Oklahoma, in the third quarter of fiscal
1998. In the interim, the Company's Las Vegas call center is performing all
functions previously handled by the San Francisco call center. (See Note E to
the Company's Consolidated Financial Statements).
SUPPLIERS
The Company purchases its merchandise from numerous foreign and domestic
manufacturers and importers, none of which accounted for more than 3% of
purchases during fiscal 1997. Approximately 40% of the Company's merchandise is
foreign-sourced. The primary sources for imported merchandise are located in
Europe and Asia.
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MANAGEMENT INFORMATION SYSTEMS
In fiscal 1996, the Board of Directors approved a three-year, $25 million
management information systems initiative, the purpose of which is to support
the continuing growth of the Company. In fiscal 1997, the Company spent
approximately $9 million on development of information systems, including
merchandise planning and inventory management systems. In fiscal 1998, the
Company is planning to spend approximately $10 million on information systems,
including development of a new mail order entry system and implementation of
merchandise planning and inventory management systems.
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 September. 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 48 of the 1997 Annual Report which is incorporated
herein by reference).
EMPLOYEES
At February 1, 1998, the Company employed approximately 12,300 persons,
approximately 3,300 of whom were full-time employees. During the 1997 peak
season, the Company hired approximately 5,100 temporary employees in its stores
and in its mail order processing and distribution areas.
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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 and is
security for a mortgage agreement entered into with a bank in April 1994. The
second corporate office is held under a lease which was amended in January 1996.
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
W. Howard Lester, chairman, chief executive officer and significant shareholder
of the Company and James A. McMahan, director and significant shareholder of the
Company. The construction of the entire facility was financed by the partnership
through the aggregate issuance of $9,200,000 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. (See Note F of the Company's Consolidated Financial
Statements).
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 Messrs. Lester, McMahan and
Robert K. Earley, former Senior Vice President of Distribution. The construction
was financed by the partnership through the sale of $10,550,000, 10.36%
principal amount 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).
On January 2, 1996, the Company entered an agreement to lease a 35,867
square-foot build-to-suit call center in Summerlin, Nevada. The lease covers a
ten-year term with three optional five-year renewals. Rent commenced in August
1996 at an annual basic rent amount of $529,000 for each of the first five years
of the lease and will increase to $598,000 annually for the remaining five
years. In the event that the Company should require more space to support
growth, the agreement includes an option to expand into an additional 17,920
square feet. (See Note E of the Company's Consolidated Financial Statements).
In July 1996, the Company secured an additional 400,232 square foot warehouse in
Memphis, Tennessee to more efficiently process non-conveyable merchandise. The
lease for the warehouse covers a nine-year term with termination rights
available after the third and sixth years, subject to penalty fees. Rent
commenced in July 1996 at a rate of $60,000 a month for the first ten months of
the lease and increased to $92,000 a month for the following 26 months. For the
remainder of the term, the rent will increase based on a rate to be determined
using the Consumer Price Index but not to exceed five percent of the minimum
rental payments. (See Note E of the Company's Consolidated Financial
Statements).
On February 13, 1998, the Company entered into an agreement to lease a 35,862
square-foot build-to-suit call center in Oklahoma City, Oklahoma. The lease
covers a ten-year term with three optional five-year renewals. Rent will
commence in August 1998 at an annual basic rent of $506,000 for each of the
first five years of the lease and will increase to $550,000 annually for the
remaining five years. In the event that the Company should require more space to
support growth, the agreement includes an option to expand into an additional
15,000 square feet. (See Note E of the Company's Consolidated Financial
Statements).
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The Company's net selling area, at February 1, 1998, totaled approximately
1,016,000 square feet of leased space for 276 stores. All of the existing stores
are leased by the Company with original lease terms ranging from eight to
twenty-five years, expiring between 1998 and 2018, 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).
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 1997 fiscal year.
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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 48 of the
1997 Annual Report is incorporated herein by reference. The closing sales price
of the Company's stock in the NASDAQ National Market System on March 27, 1998
was $59.75.
SHAREHOLDERS
The number of shareholders of record as of March 27, 1998 was approximately 518.
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. In
addition, the Company is prohibited from doing so by certain covenants in its
bank credit agreement and is limited to a maximum dollar amount as determined
in accordance with covenants in its 7.2% Senior Note agreement. (See Note C to
the Company's Consolidated Financial Statements).
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.
On March 11, 1998, the Company's Board of Directors declared a 2-for-1 stock
split to be effected as a special distribution of one share of common stock for
each share of the Company's common stock outstanding. The distribution will be
made on May 15, 1998 to shareholders of record on May 4, 1998. (See Note L of
the Company's Consolidated Financial Statements).
ITEM 6. SELECTED FINANCIAL DATA
Information contained under the caption "Five Year Selected Financial Data" on
page 31 of the 1997 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 32 - 35 of the 1997 Annual Report is incorporated herein by reference.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following documents are incorporated by reference to pages 36 through 47 of
the 1997 Annual Report to Shareholders filed as Exhibit 13 to this Annual Report
on Form 10-K:
Independent Auditors' Report
Consolidated Balance Sheets as of February 1, 1998 and
February 2, 1997
Consolidated Statements of Earnings for the 52-week period ended
February 1, 1998, for the 53-week period ended February 2, 1997 and
for the 52-week period ended January 28, 1996
Consolidated Statements of Shareholders' Equity for the 52-week period
ended February 1, 1998, for the 53-week period ended February 2, 1997
and for the 52-week period ended January 28, 1996
Consolidated Statements of Cash Flows for the 52-week period ended
February 1, 1998, for the 53-week period ended February 2, 1997 and
for the 52-week period ended January 28, 1996
Notes to Consolidated Financial Statements
The unaudited quarterly information contained under the caption "Quarterly
Financial Information" on page 48 of the 1997 Annual Report is incorporated
herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Not Applicable.
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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 on page 4 of the Proxy Statement in the last paragraph
under the caption "Voting Securities and Principal Shareholders" 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 following the May 27, 1998 Annual Meeting
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 7 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 February 1, 1998, is contained under the caption "Executive Compensation"
on pages 8 through 12 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 March 27,
1998, is contained under the caption "Voting Securities and Principal
Shareholders" on pages 1 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 8 of the Proxy Statement, and by its
directors and officers as a group, as of March 27, 1998, is contained in
the tables under the captions "Voting Securities and Principal
Shareholders" and "Election of Directors" on pages 1 through 10 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 7 of the Proxy
Statement and is incorporated herein by reference. (See Note F of the Company's
Consolidated Financial Statements).
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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
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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 February 1, 1998.
(c) Exhibits: See Exhibit Index on pages 16 through 21.
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[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 February 1, 1998 and February 2, 1997, and for each of
the three fiscal years in the period ended February 1, 1998, and have issued our
report thereon dated March 25, 1998; such financial statements and report are
included in your 1997 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 in Item 14(a)(2). This financial
statement schedule is the responsibility 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
San Francisco, California
March 25, 1998
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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 28, 1996:
Allowance for Doubtful Accounts $239,000 $119,000 $120,000(A) $238,000
Period Ended February 2, 1997:
Allowance for Doubtful Accounts $238,000 $ 86,000 $138,000(A) $186,000
Period Ended February 1, 1998:
Allowance for Doubtful Accounts $186,000 $ 20,000 -- $206,000
(A) Consists of direct write-offs charged against the allowance account during
the period.
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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 21, 1998 By /s/W. Howard Lester
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Chairman and Chief Executive
Officer Director
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 21, 1998 /s/W. Howard Lester
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W. Howard Lester
Chairman Chief
Executive Officer Director
Date: April 21, 1998 /s/Dennis A. Chantland
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Dennis A. Chantland
Executive Vice President
Chief Administrative
Officer Secretary
Date: April 21, 1998 /s/Jerry S. B. Dratler
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Jerry S. B. Dratler
Vice President,
Finance Chief Accounting
Officer
Date: April 21, 1998 /s/Charles E. Williams
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Charles E. Williams
Founder and Vice-Chairman
Director
Date: April 21, 1998 /s/Gary G. Friedman
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Gary G. Friedman
Chief Merchandising Officer
President-Retail Division
Director
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Date: April 21, 1998 /s/Patrick J. Connolly
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Patrick J. Connolly
Executive Vice President
General Manager-Catalog
Director
Date: April 21, 1998 /s/Adrian D.P. Bellamy
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Adrian D.P. Bellamy
Director
Date: April 21, 1998 /s/James M. Berry
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James M. Berry
Director
Date: April 21, 1998 /s/Nathan Bessin
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Nathan Bessin
Director
Date: April 21, 1998 /s/Millard S. Drexler
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Millard S. Drexler
Director
Date: April 21, 1998 /s/Janet L. Emerson
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Janet L. Emerson
Director
Date: April 21, 1998 /s/James A. McMahan
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James A. McMahan
Director
Date: April 21, 1998 /s/John E. Martin
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John E. Martin
Director
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EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K
FOR THE
FISCAL YEAR ENDED FEBRUARY 1, 1998
EXHIBIT
NUMBER EXHIBIT DESCRIPTION PAGE NO.
3.1 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 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 Amended and Restated 1993 Stock Option Plan
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)
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)
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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 (incorporated by reference to Exhibit 10.3 A to the Company's
Report on Form 10-K for the year ended January 28, 1996, as filed
with the Commission on April 26, 1996)
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)
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)
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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)
10.5 F Amendment Number Seven to the Williams-Sonoma, Inc. Employee Profit
Sharing and Stock Incentive Plan, dated May 1, 1997 (incorporated by
reference to Exhibit 10.4 to the Company's Report on Form 10-Q for
the period ended August 3, 1997 as filed with the Commission on
September 16, 1997).
10.6 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)
10.6 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 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)
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10.7 Second Amended and Restated Credit Agreement between the Company and
Bank of America, NT & SA, dated March 29, 1996 (incorporated by
reference to Exhibit 10.6G to the Company's Report on Form 10-K for
the period ended January 28, 1996 as filed with the Commission on
April 26, 1996 )
10.7 A 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)
10.7 B 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)
10.7 C 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)
10.7 D 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)
10.7 E 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)
10.8 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)
10.8 A 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)
10.8 B 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)
10.9 Purchase Agreement for $40,000,000 5.25% Convertible, Subordinated
Notes, dated April 10, 1996 (incorporated by reference to Exhibit
10.10 to the Company's Report on Form 10-K for the period ended
January 28, 1996 as filed with the Commission on April 26, 1996)
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10.9 A Indenture for $40,000,000 5.25% Convertible, Subordinated Notes,
dated April 15, 1996 (incorporated by reference to Exhibit 10.10A to
the Company's Report on Form 10-K for the period ended January 28,
1996 as filed with the Commission on April 26, 1996 )
10.9 B Registration Rights Agreement relating to $40,000,000 5.25%
Convertible, Subordinated Notes, dated April 15, 1996 (incorporated
by reference to Exhibit 10.10B to the Company's Report on Form 10-K
for the period ended January 28, 1996 as filed with the Commission on
April 26, 1996 )
10.10 Settlement Agreement and General Release between Williams-Sonoma,
Inc. and Robert K. Earley dated February 14, 1997 (incorporated by
reference to Exhibit 10.10 to the Company's Annual Report on Form
10-K for the year ended February 2, 1997 as filed with the Commission
on May 1, 1997.
10.11 Amended and Restated Standing Loan Agreement between the Company and
Bank of America, NT & SA, dated June 1, 1997 (incorporated by
reference to Exhibit 10.1 to the Company's Report on Form 10-Q for
the period ended May 4, 1997 as filed with the Commission on June 17,
1997).
10.12 Credit Agreement between the Company and Bank of America, NT & SA,
dated June 1, 1997 (incorporated by reference to Exhibit 10.2 to the
Company's Report on Form 10-Q for the period ended May 4, 1997 as
filed with the Commission on June 17, 1997).
10.12 A Agreement re: Intercreditor Agreement, dated May 22, 1997
(incorporated by reference to Exhibit 10.2A to the Company's Report
on Form 10-Q for the period ended May 4, 1997 as filed with the
Commission on June 17, 1997).
10.12 B Continuing Guaranty from Pottery Barn East, Inc. to Bank of
America, NT & SA, dated June 1, 1997 (incorporated by reference to
Exhibit 10.2B to the Company's Report on Form 10-Q for the period
ended May 4, 1997 as filed with the Commission on June 17, 1997).
10.12 C Continuing Guaranty from Hold Everything, Inc. to Bank of America,
NT & SA, dated June 1, 1997 (incorporated by reference to Exhibit
10.2C to the Company's Report on Form 10-Q for the period ended May
4, 1997 as filed with the Commission on June 17, 1997).
10.12 D Continuing Guaranty from Williams-Sonoma Stores, Inc. to Bank of
America, NT & SA, dated June 1, 1997 (incorporated by reference to
Exhibit 10.2D to the Company's Report on Form 10-Q for the period
ended May 4, 1997 as filed with the Commission on June 17, 1997).
10.12 E Continuing Guaranty from Chambers Catalog Company, Inc. to Bank of
America, NT & SA, dated June 1, 1997 (incorporated by reference to
Exhibit 10.2E to the Company's Report on Form 10-Q for the period
ended May 4, 1997 as filed with the Commission on June 17, 1997).
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10.12 F Continuing Guaranty from Gardeners Eden, Inc. to Bank of America,
NT & SA, dated June 1, 1997 (incorporated by reference to Exhibit
10.2F to the Company's Report on Form 10-Q for the period ended May
4, 1997 as filed with the Commission on June 17, 1997).
10.13 Letter of Credit Agreement between the Company and Bank of America,
NT & SA dated June 1, 1997 (incorporated by reference to Exhibit 10.3
to the Company's Report on Form 10-Q for the period ended May 4, 1997
as filed with the Commission on June 17, 1997).
10.13 A One Bank Guaranty from Pottery Barn East, Inc. to Bank of America,
NT & SA, dated June 1, 1997 (incorporated by reference to Exhibit
10.3A to the Company's Report on Form 10-Q for the period ended May
4, 1997 as filed with the Commission on June 17, 1997).
10.13 B One Bank Guaranty from Hold Everything, Inc. to Bank of America, NT
& SA, dated June 1, 1997 (incorporated by reference to Exhibit 10.3B
to the Company's Report on Form 10-Q for the period ended May 4, 1997
as filed with the Commission on June 17, 1997).
10.13 C One Bank Guaranty from Williams-Sonoma Stores, Inc. to Bank of
America, NT & SA, dated June 1, 1997 (incorporated by reference to
Exhibit 10.3C to the Company's Report on Form 10-Q for the period
ended May 4, 1997 as filed with the Commission on June 17, 1997).
10.13 D One Bank Guaranty from Chambers Catalog Company, Inc. to Bank of
America, NT & SA, dated June 1, 1997 (incorporated by reference to
Exhibit 10.3D to the Company's Report on Form 10-Q for the period
ended May 4, 1997 as filed with the Commission on June 17, 1997).
10.13 E One Bank Guaranty from Gardeners Eden, Inc. to Bank of America, NT
& SA, dated June 1, 1997 (incorporated by reference to Exhibit 10.3E
to the Company's Report on Form 10-Q for the period ended May 4, 1997
as filed with the Commission on June 17, 1997).
10.15 First Amendment and Restatement of the Williams-Sonoma, Inc.
Executive Deferral Plan dated November 6, 1997 (incorporated by
reference to Exhibit 10.5 to the Company's Report on Form 10-Q for
the period ended November 2, 1997 as filed with the Commission on
December 17, 1997).
10.16 Office lease between TJM Properties, L.L.C. and
Williams-Sonoma, Inc., dated as of February 13, 1998
11 Statement re computation of per share earnings
13 Annual report to security holders
21 Subsidiaries
23 Independent Auditors' Consent
27.1 Financial Data Schedule for the fiscal year ended February 1, 1998.
27.2 Restated Financial Data Schedules for quarters 1, 2 and 3 of the
fiscal year ended February 1, 1998 (fiscal 1997).
27.3 Restated Financial Data Schedules for the fiscal years ended
February 2, 1997 (fiscal 1996) and January 28, 1996 (fiscal 1995).
27.4 Restated Financial Data Schedules for quarters 1, 2 and 3 of the
fiscal year ended February 2, 1997 (fiscal 1996).
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