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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 January 31, 1999
Commission file number 000-12704
WILLIAMS-SONOMA, INC.
(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
Securities registered pursuant to Section 12(b) of the Act: Common Stock
Securities registered pursuant to Section 12(g) of the Act: None
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 March 26, 1999, the approximate aggregate market value of voting
stock held by non-affiliates of the Registrant was $1,234,494,000 using the
closing sales price on this day of $28.50. 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 26, 1999, 55,807,965 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 31, 1999 (the "1998 Annual Report") in Parts I and II hereof and
attached hereto as Exhibit 13;
2) Registrant's Proxy Statement for the 1999 Annual Meeting (the "Proxy
Statement") in Part III hereof.
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WILLIAMS-SONOMA, INC.
FORM 10-K ANNUAL REPORT
FISCAL YEAR ENDED JANUARY 31, 1999
TABLE OF CONTENTS
PAGE
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PART I
Item 1. Business 3
Item 2. Properties 6
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of Security Holders 7
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters 8
Item 6. Selected Financial Data 8
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8
Item 8. Financial Statements and Supplementary Data 9
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 9
PART III
Item 10. Directors and Executive Officers of the Registrant 10
Item 11. Executive Compensation 10
Item 12. Security Ownership of Certain Beneficial Owners and Management 10
Item 13. Certain Relationships and Related Transactions 10
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 10
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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 298 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 January 31, 1999 (Fiscal 1998), 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 January 31, 1999 the Company operated 298 retail stores, located in 39
states and the District of Columbia. This represents 163 Williams-Sonoma, 96
Pottery Barn, 33 Hold Everything, and 6 outlet stores, of which 98
Williams-Sonoma and 77 Pottery Barn stores are large-format. The prototypical
1998 large-format stores range from 5,800 - 10,500 selling square feet for
Pottery Barn stores, and 2,800-4,500 selling square feet for Williams-Sonoma
stores and enable the Company to more clearly display merchandise. Large-format
stores accounted for 68% of retail sales in fiscal 1998 versus 58% of retail
sales in fiscal 1997. In fiscal 1999, 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 brand. 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
brand 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.
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 1998. Approximately 42% of the Company's payments for
merchandise are to foreign vendors, most of which are located in Europe and
Asia.
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MANAGEMENT INFORMATION SYSTEMS
In fiscal 1998, the Company spent approximately $12 million on information
systems which included the development of an on-line decision support and
inventory management system for mail order. In fiscal 1999, the Company is
planning to spend approximately $22 million on information systems, including
the development of an Internet web site, order management system and the
relocation of the Company's corporate data center.
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.
The substantial sales growth in the mail order catalog industry within the last
decade 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 January 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 47 of the 1998 Annual Report which is incorporated herein by
reference).
EMPLOYEES
At January 31, 1999, the Company employed approximately 15,000 persons,
approximately 3,800 of whom were full-time employees. During the 1998 peak
season the Company hired approximately 5,600 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 and McMahan.
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).
In January 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. At this
point, the Company has no intention of exercising its right to terminate. 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).
In February 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 commenced 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).
In December 1998 the company entered into an agreement to lease a 750,000 square
foot retail distribution facility located in Olive Branch, Mississippi. The
lease covers a 22.5 year term with two optional five-year renewals. Rent will
commence upon completion of the facility, currently anticipated to be
approximately July 1, 1999. Rental payments for the primary term are estimated
to average $3.1 million annually. These estimated rental payments are subject to
adjustment upon completion of construction and finalization of costs.
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The Company's net selling area, at January 31, 1999, totaled approximately
1,217,000 square feet of leased space for 298 stores compared to approximately
1,016,000 square feet for 276 stores at the end of the prior year. All of the
existing stores are leased by the Company with original lease terms ranging from
three to twenty-two years, expiring between 1999 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 1998 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 New York Stock Exchange
(NYSE) under the ticker symbol "WSM". Information contained under the caption
"Common Stock" on page 47 of the 1998 Annual Report is incorporated herein by
reference. The closing sales price of the Company's stock in the New York Stock
Exchange (NYSE) on March 26, 1999 was $28.50.
SHAREHOLDERS
The number of shareholders of record as of March 26, 1999 was approximately 550.
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 of the
Company's Consolidated Financial Statements).
STOCK SPLITS
In March 1998, the Company declared a 2-for-1 stock split to shareholders of
record as of May 4, 1998. The split was effected on May 15, 1998 with the
issuance of 27,718,144 additional shares.
ITEM 6. SELECTED FINANCIAL DATA
Information contained under the caption "Five Year Selected Financial Data" on
page 27 of the 1998 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 28 - 31 of the 1998 Annual Report is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Information contained under the caption "Quantitative and Qualitative Disclosure
About Market Risk" on page 31 of the 1998 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 32 through 46 of
the 1998 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 31, 1999 and February 1, 1998
Consolidated Statements of Earnings for the 52-week period ended January
31, 1999, 52-week period ended February 1, 1998 and for the 53-week period
ended February 2, 1997
Consolidated Statements of Shareholders' Equity for the 52-week period
ended January 31, 1999, 52-week period ended February 1, 1998 and for the
53-week period ended February 2, 1997
Consolidated Statements of Cash Flows for the 52-week period ended January
31, 1999, 52-week period ended February 1, 1998 and for the 53-week period
ended February 2, 1997
Notes to Consolidated Financial Statements
The unaudited quarterly information contained under the caption "Quarterly
Financial Information" on page 47 of the 1998 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 3 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 26, 1999 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 January 31, 1999, 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 26,
1999, 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 26, 1999, 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 Notes to
Consolidated Financial Statements).
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
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(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 January 31, 1999.
(c) Exhibits: See Exhibit Index on pages 16 through 21.
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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 31, 1999 and February 1, 1998, and for each of
the three fiscal years in the period ended January 31, 1999, and have issued our
report thereon dated March 24, 1999; such financial statements and report are
included in your 1998 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 24, 1999
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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 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
Period Ended January 31, 1999:
Allowance for Doubtful Accounts $206,000 $24,000 -- $230,000
(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 30, 1999 By /s/ W. HOWARD LESTER
--------------------------------
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 30, 1999 /s/ W. HOWARD LESTER
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W. Howard Lester
Chairman
Chief Executive Officer
Director
Date: April 30, 1999 /s/ DENNIS A. CHANTLAND
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Dennis A. Chantland
Executive Vice President
Chief Administrative Officer
Secretary
Date: April 30, 1999 /s/ JERRY S. B. DRATLER
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Jerry S. B. Dratler
Vice President, Finance
Chief Accounting Officer
Date: April 30, 1999 /s/ CHARLES E. WILLIAMS
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Charles E. Williams
Founder and Vice-Chairman
Director
Date: April 30, 1999 /s/ GARY G. FRIEDMAN
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Gary G. Friedman
Chief Merchandising Officer
President-Retail Division
Director
Date: April 30, 1999 /s/ PATRICK J. CONNOLLY
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Patrick J. Connolly
Executive Vice President
General Manager-Catalog
Director
Date: April 30, 1999 /s/ ADRIAN D. P. BELLAMY
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Adrian D.P. Bellamy
Director
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Date: April 30, 1999 /s/ JAMES M. BERRY
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James M. Berry
Director
Date: April 30, 1999 /s/ NATHAN BESSIN
----------------------------------
Nathan Bessin
Director
Date: April 30, 1999 /s/ JANET L. EMERSON
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Janet L. Emerson
Director
Date: April 30, 1999 /s/ JAMES A. MCMAHAN
----------------------------------
James A. McMahan
Director
Date: April 30, 1999 /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 JANUARY 31, 1999
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)
10.1A 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)
10.1B Amended and Restated 1993 Stock Option Plan and Form of Agreement
(incorporated by reference to Exhibit 10.1B to the Company's
Annual Report on Form 10-K for the fiscal year ended February 1,
1998 as filed with the Commission April 22, 1998)
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)
10.2A 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 Annual Report on
Form 10-K for the fiscal year ended February 3, 1985, as filed
with the Commission on April 26, 1985)
10.2B 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)
10.2C 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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10.2D 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)
10.2E 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 Memorandum of Understanding between the Company and the State of
Mississippi, Mississippi Business Finance Corporation, Desoto
County, Mississippi, the City of Olive Branch, Mississippi and
Hewson Properties, Inc., dated August 24, 1998 (incorporated by
reference to Exhibit 10.6 to the Company's Report on Form 10-Q
for the period ended August 2, 1998 as filed with the Commission
on September 14, 1998)
10.3A Reimbursement Agreement between the Company and Hewson
Properties, dated August 17, 1998 (incorporated by reference to
Exhibit 10.7 to the Company's Report on Form 10-Q for the period
ended August 2, 1998 as filed with the Commission on September
14, 1998)
10.3B First Amendment to the Reimbursement Agreement between the
Company and Hewson Properties, dated October 15, 1998
(incorporated by reference to Exhibit 10.1 to the Company's
Report on Form 10-Q for the period ended November 1, 1998 as
filed with the Commission on December 14, 1998).
10.3C Second Amendment to the Reimbursement Agreement between the
Company and Hewson Properties, dated November 15, 1998
(incorporated by reference to Exhibit 10.2 to the Company's
Report on Form 10-Q for the period ended November 1, 1998 as
filed with the Commission on December 14, 1998).
10.3D Olive Branch distribution facility lease between the Company as
lessee and Hewson/Desoto Phase I, L.L.C. as lessor, dated
December 1, 1998
10.4 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
Annual Report on Form 10-K for the year ended February 3, 1985,
as filed with the Commission on April 26, 1985)
10.4A 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 Annual Report on Form 10-K for the year ended
January 28, 1996, as filed with the Commission on April 26, 1996)
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)
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10.5A 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)
10.5B 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)
10.5C 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)
10.5D 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)
10.5E 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)
10.5F 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).
10.5G Amendment Number Eight to the Williams-Sonoma, Inc. Employee
Profit Sharing and Stock Incentive Plan, dated September 16, 1997
(incorporated by reference to Exhibit 10.1 to the Company's
Report on Form 10-Q for the period ended August 2, 1998 as filed
with the Commission on September 14, 1998).
10.5H Amendment Number Nine to the Williams-Sonoma, Inc. Employee
Profit Sharing and Stock Incentive Plan, dated September 30, 1998
10.5I Amendment Number Ten to the Williams-Sonoma, Inc. Employee Profit
Sharing and Stock Incentive Plan, dated December 31, 1998
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)
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10.6A 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)
10.7 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)
10.7A 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)
10.7B 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)
10.8 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).
10.9 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).
10.9A 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).
10.9B 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).
10.9C 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).
10.9D 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).
10.9E 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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10.9F 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).
10.10 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)
10.10A 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).
10.10B 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).
10.10C 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).
10.10D 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).
10.10E 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).
10.10F First Amendment to Syndicated Credit Agreement between the
Company and Bank of America National Trust and Savings
Association, dated May 29, 1998 (incorporated by reference to
Exhibit 10.2 to the Company's Report on Form 10-Q for the period
ended August 2, 1998 as filed with the Commission on September
14, 1998).
10.10G Second Amendment to Syndicated Credit Agreement between the
Company and Bank of America National Trust and Savings
Association, dated June 30, 1998 (incorporated by reference to
Exhibit 10.4 to the Company's Report on Form 10-Q for the period
ended August 2, 1998 as filed with the Commission on September
14, 1998)
10.10H Second Amendment to Letter of Credit Agreement between the
Company and Bank of America National Trust and Savings
Association, dated May 29, 1998 (incorporated by reference to
Exhibit 10.3 to the Company's Report on Form 10-Q for the period
ended August 2, 1998 as filed with the Commission on September
14, 1998)
10.10I Third Amendment to Letter of Credit Agreement between the Company
and Bank of America National Trust and Savings Association, dated
June 30, 1998 (incorporated by reference to Exhibit 10.5 to the
Company's Report on Form 10-Q for the period ended August 2, 1998
as filed with the Commission on September 14, 1998)
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10.11 Second Amendment and Restatement of the Williams-Sonoma, Inc.
Executive Deferral Plan dated November 23, 1998
10.12 Office lease between TJM Properties, L.L.C. and Williams-Sonoma,
Inc., dated as of February 13, 1998 (incorporated by reference to
Exhibit 10.16 to the Company's Annual Report on Form 10-K for the
fiscal year ended February 1, 1998 as filed with the Commission
on April 22, 1998)
11 Statement re computation of per share earnings (Incorporated
herein by reference to Note G Earnings Per Share on page 41 of
the Company's Annual Report for the fiscal year ended January 31,
1999)
13 Annual Report to security holders
21 Subsidiaries
23.1 Independent Auditors' Consent
27 Financial Data Schedule (FDS) for January 31, 1999
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