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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended September 30, 1998
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number 0-14134
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THE GOOD GUYS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2366177
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
7000 Marina Boulevard, Brisbane, California 94005-1840
(Address of principal executive offices)
Registrant's telephone number, including area code: (650) 615-5000
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant was approximately $74,698,288 as of December 18, 1998.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
On December 18, 1998, there were 14,250,218 shares of common stock outstanding.
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DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of Annual Report to Shareholders for fiscal year ended
September 30, 1998. (Part II of Form 10-K)
(2) Portions of definitive proxy statement filed with Securities and
Exchange Commission relating to the Company's 1999 Annual
Meeting of Shareholders. (Part III of Form 10-K)
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PART I
ITEM 1. BUSINESS
General
THE GOOD GUYS! is a leading specialty retailer of consumer electronics
products. The Company currently operates 79 stores: In California, 20 stores are
located in the San Francisco Bay area, 27 in the greater Los Angeles/Orange
County metropolitan area, 3 in Sacramento, 7 in San Diego, and one each in
Bakersfield, Fresno, Modesto and Stockton. In Washington, Oregon and Nevada, THE
GOOD GUYS! operates nine stores, five stores and four stores, respectively.
The Good Guys, Inc. was incorporated in California in 1976. On March
4, 1992, the Company changed its state of incorporation from California to
Delaware by merging into a wholly-owned Delaware subsidiary formed for that
purpose. In September 1995, The Good Guys, Inc. transferred substantially all of
its assets and liabilities to The Good Guys - California, Inc., its wholly-owned
operating subsidiary. Unless the context otherwise requires, the terms "THE GOOD
GUYS!" and "Company" refer to The Good Guys, Inc., together with its operating
subsidiary.
Information Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides
companies with a "safe harbor" when making forward-looking statements.
Statements of the Company that are not historical facts, including statements
about management's expectations for fiscal year 1999 and beyond, are
forward-looking statements and involve certain risks and uncertainties. Factors
that could cause the Company's actual results to differ materially from
management's projections, forecasts, estimates and expectations include, but are
not limited to, the following:
(a) Demand for the Company's products, which in turn is dependent upon
factors such as economic trends, the availability of consumer credit,
the introduction and acceptance of new products and new product
features, and the continued popularity of existing products.
(b) Changes in the amount of promotional activities of current
competitors and potential new competition from both retail stores and
alternative methods of distribution such as electronic and telephone
shopping services and mail order.
(c) Changes in the Company's product mix.
(d) The Company's ability to continue to locate suitable store sites
and to hire and train skilled personnel.
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(e) Changes in the cost of the Company's advertising or in the support
received from vendors for advertising and promotional programs.
(f) The ability of the Company to achieve economies of scale in its
advertising.
(g) Changes in availability of capital expenditure, working capital
and credit card financing.
(h) Availability of sources of supply for the products the Company
desires to sell.
(i) Adoption of new laws or regulations placing restrictions on the
sale of products and/or services by the Company.
(j) Adverse results in significant litigation matters.
(k) Risks associated with Year 2000 issues.
Business Strategy
THE GOOD GUYS! goal is to be a leading specialty retailer of consumer
electronics products in each of its markets. The cornerstones of its business
strategy include:
Differentiated customer service. THE GOOD GUYS! believes that superior
service is the single most important factor in overall customer satisfaction,
and that the Company differentiates itself from other consumer electronics
retailers by providing superior service to its shoppers. The Company believes
that friendly and knowledgeable sales associates are critical to satisfying
customers interested in more fully featured, middle to high-end consumer
electronics products. The Company's objective is to generate long-term repeat
business from its customers.
Merchandising. The Company's merchandising strategy is to provide
shoppers with a broad and compelling selection of brand name consumer
electronics products, with an emphasis on more fully featured merchandise.
Merchandise is offered at competitive prices and backed by a low price
guarantee.
Marketing. The Company aggressively uses newspaper, direct mail and
broadcast advertising to build name recognition, to position THE GOOD GUYS! in
its markets, and to increase store traffic. Stores are designed to be exciting
and easy to shop and are located in high visibility and high traffic commercial
areas.
Expansion. The Company plans to continue to expand its store base.
Successful expansion will depend, among other things, on the Company's ability
to continue to locate suitable store sites and to hire and train skilled
personnel. It will also depend on the Company's ability to open new stores
quickly in existing markets,
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to achieve economies of scale in advertising and distribution, and to continue
to gain market share from established competitors.
Customer Service
The Company believes that knowledgeable and friendly sales associates
are critical to providing superior customer service. As of September 30, 1998,
the Company had over 2,590 highly trained part-time and full-time sales
associates. Sales associates are paid under an incentive compensation program
with a salary guarantee that is applied against incentives earned. Incentives
are based on the gross profit realized, the amount of "repeat" business the
sales associate generates, performance against sales goals and peer ranking,
which evaluates a number of performance standards. The Company believes this
incentive structure creates long-term repeat customers for THE GOOD GUYS!.
All sales associates attend a full-time, in-house initial training
program. The Company's training program is continually updated and is designed
to develop good sales practices and techniques and to provide associates with
the knowledge base to explain and demonstrate to shoppers the use and operation
of store merchandise. This training enables associates to better understand
customer needs and to help them select products that meet those needs.
The Company holds training meetings daily at each store to keep sales
associates trained and focused on the principles of superior customer service,
Company procedures and policies, and to update them on competitive information,
current product introductions, product availability and pricing. Manufacturers
also conduct in-store training sessions to familiarize sales associates with
existing and new products.
The Company hosts a product show annually. All associates attend the
product show and are required to participate in training sessions focused on
product knowledge and selling skills. Manufacturers are in attendance with
product displays and are available to answer questions. Additionally, regional
training workshops are conducted twice a year to enhance the sales associates'
product knowledge. These sessions are conducted by a combination of
manufacturers, corporate trainers and the corporate buyers. Customer service and
sales techniques are also incorporated into these training workshops.
The Company's satisfaction guaranteed policy provides that a product
generally may be returned within 30 days of purchase for a full refund or in
exchange for another product. When purchasing a product from the Company,
customers may elect to purchase a Premier Performance Guarantee under which a
third party provides extended service coverage beyond the period covered by the
manufacturer's warranty.
All merchandise purchased from THE GOOD GUYS! and in need of repair
may be returned to any of the Company's stores for service. Such merchandise is
sent to either a Company-operated or an independent factory authorized repair
facility and is returned to the store after repair. The Company has its own
regional service
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facilities, which service all of its stores. The Company also operates car audio
and car cellular phone installation facilities at almost all of its locations.
The majority of the Company's sales are made through credit cards. The
Company currently honors MasterCard, VISA, American Express and various other
credit cards, as well as THE GOOD GUYS! "Preferred Customer Card" issued by an
independent third party. Because of the relatively high cost of many of the
consumer electronics products sold by the Company, its business could be
affected by consumer credit availability.
The Company places emphasis on developing the managerial skills of its
employees in order to provide a source of quality management personnel for
current and future stores. The Company has been able to fill most sales
managerial positions by promoting sales associates and, similarly, to fill most
store management positions by promoting sales managers.
Merchandising
The Company offers its customers a broad range of high quality
consumer electronics products supplied primarily by manufacturers of nationally
known brands. This selection comprises approximately 4,600 products from over
240 vendors and is intended to cover all of the popular price points within each
product category.
The following table shows the approximate percentage of sales for each
major product category for the last three fiscal years. Historical percentages
may not be indicative of percentages in future years.
Year Ended September 30,
--------------------------------
Category 1998 1997 1996
- -------- ---- ---- ----
Video 41% 38% 39%
Audio and cellular phones 30% 30% 29%
Home office 17% 19% 20%
Other (accessories, repair service,
and premier performance guarantee) 12% 13% 12%
--- --- ---
100% 100% 100%
=== === ===
For the year ended September 30, 1998, the Company's three
leading suppliers for video products were, in alphabetical order, Mitsubishi,
Panasonic and Sony and for audio and cellular products were, in alphabetical
order, AIWA, Sony and Yamaha. The three leading suppliers of home office
products were, in alphabetical order, Hewlett Packard, Panasonic, and Sony.
Marketing
The Company believes that its advertising activities have
resulted in significant name recognition in its markets and have increased the
number of qualified potential customers visiting its stores. The Company's
advertising vehicles include newspaper, direct mail and broadcast.
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All of the Company's print and direct mail advertisements are
created, produced and placed by the Company's advertising staff. The Company
believes that the use of its own personnel maximizes its control over
advertising effectiveness, increases its flexibility, allows quick response to
changing market conditions, and enables it to purchase media on advantageous
terms.
The Company's advertisements promote the Company as an
"audio-video specialist" and emphasize competitive prices, extensive selection,
and superior customer service from knowledgeable sales associates.
Expansion
The Company has grown from 7 to 79 stores since the end of fiscal
1985 and has expanded its store base at a compound rate of approximately 11% per
year over the past five years. In fiscal 1998, The Good Guys! opened an
Audio/Video Exposition-enhanced WOW! store in Glendale, California, the third
WOW! concept store. The Company in November 1998 and December 1998 opened its
fourth and fifth WOW! concept stores as Audio/Video Exposition-Enhanced WOW!
stores in Laguna Hills and San Mateo, California (replacing an existing store in
San Mateo). In December 1998, the Company also opened a new Audio/Video
Exposition store in Palo Alto, California.
The Company in fiscal 1998 introduced its new Audio/Video
Exposition format in its newly remodeled Arden, Concord, Hayward, and Stonestown
stores in California, as discussed in the Store Operations section below. In
calendar 1999, the Company intends to renovate at least six existing stores to
the Audio/Video Exposition concept.
Store Operations
The Company's stores range in size from approximately 9,000 to
32,000 square feet. Most of the newer stores reflect the ongoing evolution in
the Company's store design and are approximately 25,000 to 30,000 square feet in
size. All of the Company's stores are located in high visibility, high traffic
commercial areas and are open seven days a week, including most holidays.
On November 1, 1996, the Company introduced its Audio/Video
Exposition store design. The Audio/Video Exposition format provides greater
merchandising flexibility and connectivity between existing categories of
product, featuring hands-on demonstrations of product interactivity throughout
the store and a central area for customers to meet with sales consultants to
design system solutions for their homes. The Company expects the Audio/Video
Exposition concept to be the cornerstone of its expansion and renovation
program. The Company currently has 11 Audio/Video Exposition stores and has
identified and is initiating additional store relocations/renovations using that
concept.
The Company opened its third, fourth and fifth WOW! MULTIMEDIA
SUPERSTORES in Glendale, Laguna Hills and San Mateo, California in May, November
and December of 1998, respectively, all of which incorporate the Audio/Video
Exposition format. These concept stores, which are jointly operated with
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Tower Records, provide the same full range of consumer electronics offered at
all THE GOOD GUYS! stores, as well as a full range of music, video, computer
software and magazines offered by Tower Records. THE GOOD GUYS! occupies
approximately 32,000 square feet in each of the WOW! stores.
Each store generally has one store manager, three sales managers
and an operations manager. The store manager oversees the store's operations and
the sales managers supervise the sales associates. Sales associates are
specialized by product category. Sales associates handle all aspects of the
customer interface: providing customers with the information necessary to
determine the best product for their specific need, tendering the invoice and
handling the payment, and bringing the goods from the stockroom to the customer.
Store operations are overseen by a senior management team which
holds frequent meetings with the store managers. Merchandising and store
operation policies for all stores are established by senior management.
Distribution
The Company operates a 460,000 square foot operations center in
Hayward, California, which has the capacity to handle deliveries to more than
100 stores in the western United States. Deliveries are generally made to each
store six or seven days a week, as ordered by the Company's automated
replenishment system. The Company believes that this frequency of delivery
maximizes availability of merchandise at the stores while minimizing store level
and overall inventories.
Management Information Systems
The Company's management information system is a distributed,
on-line network of computers that links all stores, delivery locations, service
centers, credit providers, the distribution facility and the corporate offices
into a fully integrated system. Each store has its own system which allows store
management to track sales and inventory at the product, customer or sales
associate level. The Company's point of sale system allows the capture of sales
data and customer information and allows the tracking of merchandising trends
and inventory levels on a daily basis. Management believes that its current
systems are adequate to support THE GOOD GUYS! anticipated growth.
Competition
The business of the Company is highly competitive. The Company
competes primarily with other specialty stores, independent electronics and
appliance stores, department stores, mass merchandisers, discount stores and
catalog showrooms. To some extent, the Company also competes with drugstores,
supermarkets and others that make incidental sales of electronics products.
Competitors of the Company include Circuit City Stores, Best Buy, Sears,
Montgomery Ward, Target, several smaller electronics chains and independent
stores.
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The Company's strategy is to compete by being a value-added
retailer, offering a broad selection of top national brand name merchandise sold
at competitive prices by a friendly, knowledgeable and motivated team of
associates.
Seasonality
As is the case with many other retailers, the Company's sales are
higher during the Christmas season than during other periods of the year.
Employees
At September 30, 1998, the Company employed approximately 5,000
persons, of whom 686 were salaried, 1,681 were hourly non-selling associates and
2,590 were salespeople on commission against a minimum guarantee. At September
30, 1998, approximately 285 of its employees were employed in the Company's
executive offices; the balance were employed in its stores, distribution center,
home delivery center, and service centers. There are no collective bargaining
agreements covering any of the Company's employees. The Company has never
experienced a strike or work stoppage and management believes that relations
with its employees are excellent.
Trademarks and Service Marks
The Company has registered the name "THE GOOD GUYS!" as a
trademark with the United States Patent and Trademark Office and the State of
California. Federal registration of the trademark extends through 2000 and is
renewable indefinitely. The Company has registered "THE GOOD GUYS!" as a service
mark through 1999, which is renewable indefinitely. The Company's name is an
integral part of its advertising and is important to its business. The Company's
Federal trademark application for the WOW! trademark has been approved for
publication by the U.S. Patent and Trademark Office and it is expected that the
registration for the trademark will be issued in early 1999.
ITEM 2. PROPERTIES
Of the Company's stores in California, 20 are located in the San
Francisco Bay area, 27 in the greater Los Angeles/Orange County metropolitan
area, 3 in Sacramento, 7 in San Diego; and one each in Bakersfield, Fresno,
Modesto and Stockton, California. In addition, THE GOOD GUYS! operates 9 stores
in the State of Washington, 5 stores in Oregon and 4 stores in Nevada. All of
the stores are leased under leases that have expiration dates (assuming that
lease options are exercised) in years ranging from 1999 to 2033.
The Company's operations center is located in a 460,000 square
foot facility in Hayward, California under a lease, the term of which expires
(assuming that lease options are exercised) in 2011.
The Company also maintains executive offices in Brisbane,
California at 7000 Marina Boulevard under a lease, the term of which expires
(assuming that lease options are exercised) in 2004.
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ITEM 3. LEGAL PROCEEDINGS
On July 19, 1996, McBride-Newell, Inc. dba Carphones, Inc. and
numerous other individuals and entitled McBride-Newell, Inc., et al. v.
Mobilworks, Inc. et al., San Diego Superior Court Case No. 695897. Plaintiffs,
who are small agents of the cellular service providers offering cellular
telephone products and service in the San Diego area, alleged a conspiracy to
sell cellular telephone equipment below cost with the intent to drive the
plaintiffs out of business. Plaintiffs could treble damages under the California
antitrust laws. This case was settled in November 1998 for an amount that is not
material to the financial condition of the Company.
On or about July 22, 1996, Joe Quattrini dba Sand Canyon Cellular
and numerous other individuals and entities filed a complaint against the
Company and 20 other named defendants entitled Quattrini, et al. v. Pana-Pacific
Corp., et al., Orange County Superior Court Case No. 766649. Plaintiffs, who are
small agents or subagents of the cellular service providers offering cellular
telephone products and service in the Orange County area, allege a conspiracy to
sell cellular telephone equipment below cost with the intent to drive plaintiffs
out of business. Plaintiffs seek treble damages under the California antitrust
laws. The Company believes it has meritorious defenses to the claims alleged in
the lawsuit and intends to defend the action vigorously.
The Company was named in July of this year as a defendant in an
action entitled Cavnar, et al. v. National Semiconductor Corp., et al., No.
996297, San Francisco Superior Court, along with many other defendants.
Plaintiffs' Complaint is styled as a class action and the primary allegation
involving the Company is that the Company's advertisements have misrepresented
the amount of random access memory in certain computers that is available for
programming and processing applications. The Company believes it has meritorious
defenses to the claims alleged in the suit as well as meritorious claims for
indemnification from the computer manufacturers from which it has purchased
personal computers. The Company intends to defend the action, and pursue its
indemnification claims, vigorously.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
Not Applicable.
ITEM 4A. EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company and their respective ages
and positions with the Company are as follows:
Name Age Position
- ---- --- --------
Robert A. Gunst 50 President and Chief Executive Officer
Jayne Spiegelman 43 Senior Vice President, Merchandising and
Marketing
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Dennis C. Carroll 39 Senior Vice President, Finance and
Administration, Chief Financial Officer and
Secretary
Kevin M. McNeill 45 Vice President, Sales
Gregory L. Steele 51 Vice President, Real Estate and
Development
John G. Duken 38 Vice President, Operations
Cathy A. Stauffer 39 Vice President, Quality
Brad S. Bramy 46 Vice President, Advertising
Geradette M. Vaz 45 Vice President, Human Resources
All executive officers are elected by and serve at the discretion
of the Board of Directors.
Robert A. Gunst became the President and Chief Operating Officer
of the Company in May 1990 and its Chief Executive Officer in January 1993.
Jayne Spiegelman joined the Company in August 1997 as Vice
President of Merchandising and became Senior Vice President, Merchandising and
Marketing in May 1998. From 1995 to 1997, Ms. Spiegelman was a Strategy Senior
Consultant with Andersen Consulting, serving retail clients worldwide. Prior to
joining Andersen Consulting, Ms. Spiegelman served in a variety of senior
merchandising management positions at Federated Department Stores and Macy's
West.
Dennis C. Carroll, who had served as controller of the Company
from 1990 to 1993, rejoined the Company as Vice President, Chief Financial
Officer and Secretary in May 1996. In September 1997, Mr. Carroll was named
Senior Vice President, Finance and Administration and retained his position as
Chief Financial Officer and Secretary. Mr. Carroll served as Vice President and
Chief Financial Officer of Beverages, & more!, a specialty retailer, from
February 1994 to April 1996 and as Vice President, Controller and Treasurer of
Supercuts, Inc., an owner and franchisor of hair salons, from May 1993 to
January 1994.
Kevin M. McNeill became Vice President, Sales in April 1997. From
1981 until April 1997, Mr. McNeill served the Company in various positions in
the store organization.
Gregory L. Steele has served as Vice President, Real Estate and
Development since April 1986.
John G. Duken joined the Company in September 1993 as General
Manager of Store Operations and was named Vice President, Store Operations in
June 1994. In July 1997, Mr. Duken was named Vice President, Operations. From
June 1988 to August 1993 he held several positions with Circuit City Stores,
Inc., including
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Divisional Operations Manager of the Northern California Division and General
Operations Manager of the Midwest Division.
Cathy A. Stauffer became Vice President, Quality in August 1997.
From January 1989 to April 1993, Ms. Stauffer served as Vice President,
Advertising of the Company. She returned to the Company as a consultant in
January 1997 and was named Vice President, Quality in August 1997.
Brad S. Bramy was named Vice President, Advertising in May 1995.
Prior to holding this position, Mr. Bramy served in various positions in the
advertising department since joining the Company in 1983.
Geradette M. Vaz has served as Vice President, Human Resources
since July 1986.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND
RELATED SECURITY HOLDER MATTERS
Incorporated by reference from page 24 of the Company's 1998
Annual Report to Shareholders.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated by reference from page 13 of the Company's 1998
Annual Report to Shareholders. The following chart details the basic and diluted
earnings per share for each of the last five fiscal years:
Net income (loss) per share 1998 1997 1996 1995 1994
-0.64 -0.89 -0.46 1.06 1.06
-0.64 -0.89 -0.46 1.04 1.03
Weighted average shares
outstanding
Basic 14,012 13,676 13,576 13,427 13,164
Diluted 14,012 13,676 13,576 13,603 13,434
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Incorporated by reference from pages 10 through 12 of the
Company's 1998 Annual Report to Shareholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated by reference from pages 14 through 23 of the
Company's 1998 Annual Report to Shareholders.
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
The information relating to directors of the Company required to
be furnished pursuant to this item is incorporated by reference from portions of
the Company's definitive Proxy Statement for its annual meeting of shareholders
to be filed with the Securities and Exchange Commission pursuant to Regulation
14A within 120 days after September 30, 1998 (the "Proxy Statement") under the
caption "Election of Directors." Certain information relating to executive
officers of the Company is set forth in Item 4A of Part I of this Form 10-K
under the caption "Executive Officers of Registrant."
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from portions of the Proxy Statement
under the captions "Compensation of Directors and Executive Officers" and
"Certain Relationships and Related Transactions."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference from portions of the Proxy Statement
under the captions "Certain Shareholders" and "Compensation of Directors and
Executive Officers."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference from portions of the Proxy Statement
under the caption "Compensation of Directors and Executive Officers" and
"Certain Relationships and Related Transactions."
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)1. FINANCIAL STATEMENTS
Included in Part II of this report by incorporation by
reference from the 1998 Annual Report to Shareholders:
Independent Auditors' Report (page 23 of the 1998
Annual Report to Shareholders)
Consolidated statements of operations for each of
the three years in the period ended September 30,
1998 (page 15 of the 1998 Annual Report to
Shareholders)
Consolidated balance sheets as of September 30,
1998 and 1997 (page 14 of the 1998 Annual Report
to Shareholders)
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Consolidated statements of shareholders' equity
for each of the three years in the period ended
September 30, 1998 (page 16 of the 1998 Annual
Report to Shareholders)
Consolidated statements of cash flows for each of
the three years in the period ended September 30,
1998 (page 17 of the 1998 Annual Report to
Shareholders)
Notes to consolidated financial statements (pages
18 through 22 of the 1998 Annual Report to
Shareholders)
(a)2. FINANCIAL STATEMENT SCHEDULES
All schedules are omitted because they are not required (in some
cases because the information is not material), or are not
applicable, or the information is included in the financial
statements.
(a)3. EXHIBITS
3.1 Certificate of Incorporation. (Exhibit 3.1 to the Company's Form 8-K
Report for March 4, 1992; incorporated herein by reference.)
3.2 Bylaws. (Exhibit 3.2 to the Company's Form 8-K Report for March 4,
1992; incorporated herein by reference.)
10.1 1985 Stock Option Plan, as amended.* (Exhibit 10.1 to the Company's
Form 10-K Annual Report for the fiscal year ended September 30, 1998;
incorporated herein by reference.)
10.2 Form of Nonqualified Stock Option Agreements.* (Exhibit 4.3 to the
Company's Registration Statement on Form S-8 as filed on January 28,
1991, registration number 33-38749; incorporated herein by reference.)
10.3 Letter Agreement with Robert A. Gunst, dated March 30, 1990.* (Exhibit
10.14 to the Company's Form 10-K Annual Report for its fiscal year
ended September 30, 1990; incorporated herein by reference.)
10.4 Employee Stock Purchase Plan, as amended.* (Exhibit 4.1 to the
Company's Registration Statement on Form S-8 as filed on November 19,
1998, registration number 333-67545; incorporated herein by
reference).
10.5 Amended and Restated 1994 Stock Incentive Plan.* (Exhibit 10.5 to the
Company's Form 10-K Annual Report for the fiscal year ended September
30, 1997; incorporated herein by reference.)
10.6 Assignment and Assumption Agreement, dated September 26, 1995, by and
between The Good Guys, Inc. and The Good Guys - California, Inc.
- --------
*Compensatory plan or arrangement.
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(Exhibit 10.18 to the Company's Form 10-K Annual Report for the fiscal
year ended September 30, 1995; incorporated herein by reference.)
10.7 Form of Operating Agreement, for WOW! Stores between MTS, Inc., dba
Tower Records/Book/Video, and The Good Guys, Inc., used in connection
with all existing WOW! stores. (Exhibit 10.20 to the Company's Form
10-K Annual Report for the fiscal year ended September 30, 1995;
incorporated herein by reference.)
10.8 Loan Agreement between the Good Guys-California, Inc. and Wells Fargo
Bank, National Association, as Agent, dated as of September 29, 1997.
Exhibit 10.8 to the Company's Form 10-K Annual Report for the fiscal
year ended September 30, 1997; incorporated herein by reference.)
10.9 Letter Agreement with Jayne Spiegelman, dated August 15, 1997.*
13.1 Annual Report to Shareholders for fiscal year ended September 30, 1998
(pages incorporated by reference).
21.1 List of Subsidiaries.
23.1 Independent Auditors' Consent.
24.1 Power of Attorney.
27.1 Financial Data Schedule.
(b) REPORTS ON FORM 8-K.
There were no reports on Form 8-K for the quarter ended September
30, 1998.
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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.
Dated: December 22, 1998 THE GOOD GUYS, INC.
By /s/ ROBERT A. GUNST
--------------------------------------
Robert A. Gunst
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ ROBERT A. GUNST Director, President and December 22, 1998
- ---------------------------- Chief Executive Officer
(Robert A. Gunst) (Principal Executive Officer)
/s/ DENNIS C. CARROLL Senior Vice President, December 22, 1998
- ---------------------------- Finance and Administration,
(Dennis C. Carroll) and Chief Financial Officer
(Principal Financial Officer)
/s/ VANCE SCHRAM Controller (Principal December 22, 1998
- ---------------------------- Accounting Officer)
(Vance Schram)
/s/ STANLEY R. BAKER* Director December 22, 1998
- ----------------------------
(Stanley R. Baker)
/s/ RUSSELL M. SOLOMON Director December 22, 1998
- ----------------------------
(Russell M. Solomon)
/s/ JOHN E. MARTIN* Director December 22, 1998
- ----------------------------
(John E. Martin)
/s/ W. HOWARD LESTER* Director December 22, 1998
- ----------------------------
(W. Howard Lester)
/s/ HORST H. SCHULZE* Director December 22, 1998
- ----------------------------
(Horst H. Schulze)
*By /s/ DENNIS C. CARROLL
-------------------------
Dennis C. Carroll,
Attorney-in-Fact
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17
EXHIBIT INDEX
3.1 Certificate of Incorporation. (Exhibit 3.1 to the Company's Form 8-K
Report for March 4, 1992; incorporated herein by reference.)
3.2 Bylaws. (Exhibit 3.2 to the Company's Form 8-K Report for March 4,
1992; incorporated herein by reference.)
10.1 1985 Stock Option Plan, as amended. (Exhibit 10.1 to the Company's
Form 10-K Annual Report for the fiscal year ended September 30, 1998;
incorporated herein by reference.)
10.2 Form of Nonqualified Stock Option Agreements. (Exhibit 4.3 to the
Company's Registration Statement on Form S-8 as filed on January 28,
1991, registration number 33-38749; incorporated herein by reference.)
10.3 Letter Agreement with Robert A. Gunst, dated March 30, 1990. (Exhibit
10.14 to the Company's Form 10-K Annual Report for its fiscal year
ended September 30, 1990; incorporated herein by reference.)
10.4 Employee Stock Purchase Plan, as amended. (Exhibit 4.1 to the
Company's Registration Statement on Form S-8 as filed on November 19,
1998, registration number 333-67545; incorporated herein by
reference).
10.5 Amended and Restated 1994 Stock Incentive Plan. (Exhibit 10.5 to the
Company's Form 10-K Annual Report for the fiscal year ended September
30, 1997; incorporated herein by reference.)
10.6 Assignment and Assumption Agreement, dated September 26, 1995, by and
between The Good Guys, Inc. and The Good Guys - California, Inc.
(Exhibit 10.18 to the Company's Form 10-K Annual Report for the fiscal
year ended September 30, 1995; incorporated herein by reference.)
10.7 Form of Operating Agreement, for WOW! Stores between MTS, Inc., dba
Tower Records/Book/Video, and The Good Guys, Inc., used in connection
with all existing WOW! stores. (Exhibit 10.20 to the Company's Form
10-K Annual Report for the fiscal year ended September 30, 1995;
incorporated herein by reference.)
10.8 Loan Agreement between the Good Guys-California, Inc. and Wells Fargo
Bank, National Association, as Agent, dated as of September 29, 1997.
Exhibit 10.8 to the Company's Form 10-K Annual Report for the fiscal
year ended September 30, 1997; incorporated herein by reference.)
10.9 Letter Agreement with Jayne Spiegelman, dated August 15, 1997.
13.1 Annual Report to Shareholders for fiscal year ended September 30, 1998
(pages incorporated by reference).
21.1 List of Subsidiaries.
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18
23.1 Independent Auditors' Consent.
24.1 Power of Attorney.
27.1 Financial Data Schedule.
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