ITEM 1. BUSINESS
GENERAL INFORMATION
JG Industries, Inc. ("JG") is an Illinois corporation which was organized on February 27, 1928. Effective July 23, 1985 the name of the company was changed from Goldblatt Bros., Inc. to JG Industries, Inc. JG and its subsidiaries are hereinafter collectively referred to as the Company. The Company's continuing operations are comprised of thirteen discount department stores located in the Chicago, Illinois vicinity and one in Indiana.
As of January 27, 1996, Jupiter Industries, Inc. ("Jupiter") was the owner of 3,879,773 shares or approximately 55% of the Company's outstanding common stock.
ACQUISITIONS, PUBLIC OFFERING AND DISPOSITIONS
On November 7, 1984, Gold Shoes, Inc. ("Gold Shoes") through its subsidiaries acquired all of the outstanding capital stock of the Milgram- Kagan Corporation ("M-K"), a retail shoe store operation which was based in a suburb of Chicago, Illinois. At that time Gold Shoes was owned 80% by JG and 20% by Jupiter. The consideration paid was comprised of a fixed purchase price of $9,800,000 and a contingent purchase price based upon future cash flow of M-K as defined in the agreement. On November 24, 1992, M-K filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code ("the Code"). Under provisions of the Code, M-K operated its business as a debtor-in-possession subject to the jurisdiction of the Bankruptcy Court ("the Court"). As a result of the filing and the placement of control of M-K's operations under the jurisdiction of the Court, the Company discontinued consolidation of M-K as of November 24, 1992. On March 3, 1993, the Court approved the sale of all the remaining shoe stores and M-K ceased operation as a retail shoe store business on March 16, 1993. Accordingly, the retail shoe store segment was presented as a discontinued operation in the consolidated financial statements.
Effective as of October 29, 1993, the Company sold to Jupiter its 80% interest in Gold Shoes for $225,000. This sale reduced the Company's net operating loss carryforward by the amount of Gold Shoes' net operating loss carryforward of $6.5 million. The gain on the sale of $212,000 was recorded as an increase to paid-in capital in fiscal 1994. The Company has no remaining interest in Gold Shoes or its subsidiary, M-K.
On January 10, 1985, Sussex Group, Ltd. ("Sussex") acquired substantially all of the assets and properties comprising Household Merchandising, Inc.'s Furniture Group consisting of 32 retail furniture stores and five warehouses, and the furniture contained therein. The three operating divisions included in this acquisition were Huffman Koos, Barker Bros. and Colby's. The aggregate consideration paid by Sussex for this acquisition was approximately $38,000,000. At the time of the acquisition, Sussex was an indirect majority- owned subsidiary of SGH, Inc. ("SGH") which was owned 80% by JG and 20% by Jupiter.
On November 12, 1986, Sussex transferred the assets and liabilities of its Huffman Koos division, along with approximately $22,200,000 of acquisition indebtedness, to the newly formed Huffman Koos Inc. ("H-K"). In connection with this transfer, H-K issued 2,200,000 shares (100%) of its common stock to Sussex. On November 13, 1986, H-K issued 1,800,000 additional common shares to the public in connection with an initial public offering, pursuant to the terms of Amendment No. 3 to the Registration Statement on Form S-1 (File No. 33-7327) as filed with the Securities and Exchange Commission on November 13, 1986, leaving Sussex with 55% of the issued and outstanding shares. The net proceeds of approximately $16,200,000 from the offering were used to repay a substantial portion of the acquisition indebtedness which had been transferred to H-K.
On April 15, 1987, Sussex sold certain assets and liabilities of its Colby's division for approximately $6,650,000, net of certain contractual adjustments between the parties. Proceeds received at the closing were used to reduce the indebtedness of Sussex.
Effective August 1, 1989, Sussex sold all the net assets and properties of its Barker Bros. division for approximately $17,338,000, net of expenses. A portion of the proceeds was used to repay indebtedness of Sussex.
At the Company's Annual Meeting of Shareholders on July 20, 1993, the shareholders approved a 3,000,000 share increase to the Company's authorized capital stock and an Agreement and Plan of Merger (the "Agreement") between the Company and SGH. Under the terms of the Agreement, SGH was merged with and into the Company, with the Company being the surviving corporation. The shares of SGH owned by the Company were canceled and the shares of SGH owned by Jupiter were converted into the right to receive 1,127,000 shares of the Company's common stock.
The merger was completed on July 27, 1993 and the 1,127,000 shares of the Company's common stock were issued to Jupiter on August 4, 1993. As a result of this stock issuance, Jupiter's ownership interest in JG was increased from approximately 46.4% to 55%.
Between fiscal 1989 and 1991, a subsidiary of JG acquired a total of 130,000 common shares of H-K for $339,000. During fiscal 1994, this subsidiary sold 40,000 shares of this H-K stock in the public market for approximately $292,000. In addition, H-K purchased as treasury stock the remaining 90,000 shares of its common stock owned by this subsidiary for $495,000. As a result of these sales JG recognized a gain of approximately $169,000 in fiscal 1994 representing the difference between the selling price of these shares and the proportionate share of H-K's net equity represented by these shares.
Effective as of October 29, 1993, the Company, Sussex and Jupiter entered into a Stock Purchase and Loan Agreement. Under the terms of the agreement, the Company, through Sussex, borrowed $5,075,000 from Jupiter on October 29, 1993. The note was repaid per the terms of the agreement on February 4, 1994 by the transfer of 700,000 shares of H-K common stock from Sussex to Jupiter, along with interest at the prime rate.
Effective November 30, 1994, Sussex and Jupiter entered into a Stock Purchase Agreement whereby Sussex sold an additional 100,000 shares of H-K common stock to Jupiter for $800,000.
As a result of the transfer and sale of the 800,000 shares, the Company recognized a gain of $1,540,000 in fiscal 1995. This gain was recorded as an increase to paid-in capital and represents the difference between the amount of the note retired and cash received and the amount of H-K net equity represented by these shares.
Effective May 23, 1995, Sussex and Jupiter entered into a Stock Purchase Agreement whereby Sussex sold an additional 150,000 shares of H-K common stock to Jupiter for $1,125,000. As a result of the sale of these shares, the Company recognized a gain of $176,000. This gain was recorded as an increase to paid-in capital and represents the difference between cash received and the amount of H-K net equity represented by these shares. The Company used $625,000 of the proceeds to make payments on JG's $7,125,000 term loan.
The Stock Purchase and Loan Agreement and Stock Purchase Agreement (the "Agreements") contained a provision which allowed Sussex to repurchase any or all of the 950,000 H-K shares for a purchase price ranging from $7.25 to $8.00 per share plus interest on such amount. The Agreements also contained a provision which required Jupiter to vote the 950,000 H-K shares for the election of a majority of the Board of Directors of H-K as Sussex shall direct. As a result of this voting provision, the Company through Sussex, retained effective control of H-K. The Company and Jupiter collectively owned of record 2,200,000 of H-K shares, representing approximately 55.9% of the total issued and outstanding H-K shares at October 27, 1995.
Pursuant to an Agreement and Plan of Merger dated September 18, 1995, stockholders of H-K stock received a tender offer from an unrelated third party on September 25, 1995 to acquire all of the issued and outstanding H-K shares at a per share purchase price of $9.375 in cash. Upon consumption of the tender offer on October 27, 1995, Sussex sold the 1,250,000 H-K shares held directly by it for an aggregate cash consideration of approximately $11,719,000. On October 27, 1995, pursuant to an agreement dated September 18, 1995 between Jupiter and Sussex, Sussex also exercised its option to repurchase the 950,000 H-K shares for the total
purchase price of $7,000,000 plus interest of approximately $641,000, and instructed Jupiter to tender the 950,000 H-K shares. As a result of the repurchase, the Company recorded a $1,530,000 loss as a decrease to paid-in capital. This loss represents the difference between the total cash due to Jupiter and the amount of H-K equity represented by these shares. The Company also recorded a receivable from Jupiter of approximately $1,265,000. This receivable represents the difference between proceeds from the sale of $8,906,000 and $7,641,000 owed to Jupiter by Sussex. The $6,295,000 gain on sale of discontinued operations for the quarter ending October 28, 1995 is net of applicable income tax of $349,000 and includes $42,000 of net income from discontinued operations during the phase-out period from the measurement date of September 25, 1995, net of reversal of income taxes provided in earlier quarters.
On October 30, 1995, the Company used the proceeds from the transaction received by Sussex to repay all debt outstanding under the Company's term loan of approximately $6,250,000 plus interest, and to deposit $3,500,000 as collateral on the Goldblatt's line of credit.
Additional information regarding the terms and financing relative to acquisitions/dispositions is included in the notes to consolidated financial statements.
Effective September 28, 1986, JG transferred the assets and liabilities of its department store division to Goldblatt's Department Stores, Inc. ("Goldblatt's"), a new wholly-owned subsidiary.
As a result of the liquidation of M-K and the sale of H-K, the Company now operates in one industry segment of the retail market which is defined as Discount Department Stores. Following is a description of operations of this segment.
DISCOUNT DEPARTMENT STORE OPERATIONS
Goldblatt's offers customers a diverse assortment of both nationally branded and private label merchandise, emphasizing a full range of both soft and hard line goods. The stores frequently feature special promotions of merchandise purchased on advantageous terms. Soft line merchandise includes men's, women's, children's and infant's wearing apparel and accessories. Hard line merchandise includes textiles and domestics, televisions and electronics, small appliances and housewares, cosmetics and notions, hardware, toys and sporting goods. Over the past five years, soft line departments have provided between 52% and 54% of owned sales. Goldblatt's also licenses jewelry, shoe, millinery and optical departments for operation at certain of its stores, and provides a shop-at-home service with respect to home improvement items.
The department stores maintain a centralized purchasing function, buying goods direct from domestic and international manufacturers and through wholesalers. No single vendor accounted for more than 3% of total department store purchases during fiscal 1996. Supplier relationships are considered strong and Goldblatt's continues to obtain favorable pricing and payment terms on many purchases.
The department store business is seasonal with approximately 28% of total sales occurring in the fourth quarter.
COMPETITION
The Company's discount department stores are highly competitive. The Company competes with national and local retail establishments, both large and small, for the patronage of its customers. Some of the largest retail merchandise companies with substantially greater resources than the Company have outlets located in the same areas in which the Company's subsidiaries operate. The Company's overall promotional strategy is to emphasize quality merchandise at competitive prices.
EMPLOYEES
The Company employs 973 people, comprised of 5 employees of JG and 968 employees of Goldblatt's. The Company believes that its relationship with its employees is good.
ITEM 2.
ITEM 2. PROPERTIES
The Company owns and leases the retail merchandise stores, office and warehouse locations described below. In the opinion of management, the properties are suitable and adequate for the conduct of its business.
At April 23, 1996, Goldblatt's owns in fee four retail locations in Chicago, Illinois. These four properties aggregate 647,100 gross square feet and are subject to the Goldblatt's mortgage loan. Goldblatt's leases its other ten retail locations, aggregating 794,300 gross square feet, with expirations, excluding renewal options, ranging from 1996 to 2006. Eight stores have renewal options of up to 25 years. Aggregate minimum rentals with respect to the foregoing leasehold properties are approximately $2,224,000 annually.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
No material legal proceedings are currently pending against the Company.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's shareholders during the last quarter of its fiscal year ending January 27, 1996.
EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth with respect to each executive officer of the Company his name, age and all positions and offices with the Company held by him since February 1, 1991. All positions and offices indicated have been continuously held since the dates indicated below. The term of office of all executive officers expires at the next annual meeting of directors (currently scheduled for August 6, 1996) upon the election of their successors.
The executive officers are responsible for all major policy making functions and all other corporate officers are responsible to, and are under the supervision of, the executive officers. None of the above-named executive officers are related.
Similar information for directors of the Company will be included under "Election of Directors" in the Company's definitive proxy statement to be used in connection with its annual meeting of stockholders currently scheduled to be held on June 4, 1996 (the "Proxy Statement"), and such information is incorporated herein by reference. The Company expects to file the Proxy Statement with the Securities and Exchange Commission prior to May 24, 1996.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Although the Company's Common Stock is listed on the Chicago Stock Exchange ("CSE"), the volume of shares traded on the CSE was limited during the years ended January 27, 1996 (fiscal 1996) and January 28, 1995 (fiscal 1995). The Common Stock is also listed on the NASD Automated Quotation System, with a trading symbol of JGIN. The following table lists the reported high and low bid quotations as quoted on the NASD Automated Quotation System for each quarterly period during fiscal 1996 and 1995. Such over-the-counter market quotations reflect interdealer prices, without retail markup, markdown or commission and may not necessarily represent actual transactions. The Company has not paid dividends in any of the last five years. The Company's ability to pay dividends is limited by the restrictions of issued redeemable preferred stock and various debt agreements (see notes 4 & 5 of notes to consolidated financial statements). There were approximately 2,491 holders of record of Common Stock on April 5, 1996.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Following is selected financial data for the Company for each of the last five fiscal years.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES
Approximately $192,000 of net cash was used in operating activities during the year ended January 27, 1996 compared to $6,151,000 of net cash provided in the prior year. Accounts receivable decreased by $4,094,000 and the undelivered sales liability decreased by $2,339,000 due to the record volume of furniture delivery by Huffman Koos Inc. ("H-K") during the nine months ended October 28, 1995. These deliveries generated cash receipts which were used to decrease accrued expenses by $881,000. Approximately $1,500,000 of net cash was used in investing activities due solely to capital expenditures as described below. Approximately $12,844,000 was provided from the sale of H-K stock, reduced by $1,017,000 of H-K cash at October 28, 1995. Approximately $8,326,000 of net cash was used in financing activities due to scheduled debt payments of approximately $2,287,000 and the repayment of all debt outstanding under the Company's term loan of $6,250,000, offset by borrowings on the line of credit of $200,000.
Goldblatt's Department Stores, Inc. ("Goldblatt's") spent approximately $722,000 on capital expenditures during fiscal 1996 related to normal capital maintenance. No new store openings are planned for Goldblatt's during fiscal 1997.
H-K spent approximately $810,000 on capital expenditures during the first nine months of fiscal 1996, the majority of which related to the renovation of its Bridgewater, New Jersey store. The remodeling was completed by May 1995 at a total cost of approximately $410,000.
During fiscal 1995, Sussex Group, Ltd. ("Sussex, an indirect majority owned subsidiary of the Company), transferred or sold a total of 800,000 shares of H-K common stock to Jupiter Industries, Inc. ("Jupiter"). The transfer of 700,000 shares of this stock on February 4, 1994 was used to repay a $5,075,000 note payable to Jupiter. The remaining 100,000 shares of H-K common stock was sold to Jupiter on November 30, 1994 for $800,000. As a result of the transfer and sale of the 800,000 shares, the Company recognized a gain of $1,540,000 in fiscal 1995. This gain was recorded as an increase to paid-in capital and represents the difference between the amount of the note retired and cash received and the amount of H-K net equity represented by these shares.
Effective May 23, 1995, the Company through Sussex sold an additional 150,000 shares of H-K common stock to Jupiter for $1,125,000. As a result of the sale of these shares, the Company recognized a gain of $176,000. This gain was recorded as an increase to paid-in capital and represents the difference between cash received and the amount of H-K net equity represented by these shares. The Company used $625,000 of the proceeds from the May 23, 1995 stock sale to make payments on JG's $7,125,000 term loan.
Pursuant to the terms of the various stock purchase agreements (the "Agreements"), Sussex has been granted an option to repurchase any or all of the 950,000 H-K shares for a purchase price ranging from $7.25 to $8.00 per share plus interest on such amount. The Agreements also contained a provision which required Jupiter to vote the 950,000 H-K shares for the election of a majority of the Board of Directors of H-K as Sussex shall direct. As a result of this voting provision, the Company through Sussex, retained effective control of H-K. Jupiter and Sussex collectively owned of record 2,200,000 H-K shares, representing approximately 55.9% of the total issued and outstanding H-K shares at October 27, 1995.
Pursuant to an Agreement and Plan of Merger dated September 18, 1995, stockholders of H-K stock received a tender offer from an unrelated third party on September 25, 1995 to acquire all of the issued and outstanding H-K shares at a per share purchase price of $9.375 in cash. Upon consummation of the tender offer on October 27, 1995, Sussex sold the 1,250,000 H-K shares held directly by it for an aggregate cash consideration of approximately $11,719,000. On October 27, 1995, pursuant to an agreement dated September 18, 1995 between Jupiter and Sussex, Sussex also exercised its option to repurchase the 950,000 H-K shares for the total purchase price of $7,000,000 plus interest of approximately $641,000, and instructed Jupiter to tender the 950,000 H-K shares. As a result of the repurchase, the Company recorded a $1,530,000 loss as a decrease to paid-in capital. This loss represents the difference between the total cash due to Jupiter and the amount of H-K equity represented by these shares. The Company also recorded a receivable from Jupiter of approximately $1,265,000. This receivable represents the difference between proceeds from the sale of $8,906,000 and $7,641,000 owed to Jupiter by Sussex. The $6,295,000 gain on sale of discontinued operations for the fiscal year ending January 27, 1996 is net of applicable income tax of $349,000 and includes $42,000 of net income from discontinued operations during the phase- out period from the measurement date of September 25, 1995, net of reversal of income taxes provided in earlier quarters.
The Company used the proceeds received from Sussex from the transaction to repay all debt outstanding under the Company's term loan of $6,250,000 plus interest and $3,500,000 was placed as collateral on the Goldblatt's line of credit.
The sale of H-K, as described in Note 2, gave rise to an obligation of the Company under the Series A 9% Cumulative Preferred Stock Designations to redeem all of the issued and outstanding shares of that class of stock. The redemption price for all of the Series A Preferred Stock is $3,183,000 plus unpaid accrued and additional dividends of $754,000. As discussed in Note 5, a mandatory obligation to redeem shares of Series A Preferred Stock having a liquidation value of at least $1,500,000 is scheduled to arise on May 1, 1996. The Directors not affiliated with Jupiter, on recommendation of management of the Company, have determined to defer any redemption of the Series A Preferred Stock until such time as it may do so without materially adversely affecting the financial condition of the Company, as contemplated by applicable state law. Pending satisfaction of any such redemption obligation, in accordance with the Preferred Stock Designations, the dividend rate on the Series A Preferred Stock is increased from 9% to 12% per annum, compounded quarterly. Jupiter is seeking redemption of the Series A Preferred Stock.
Effective January 27, 1996 Goldblatt's mortgage loan was amended changing the maturity date to August 1, 1997 and modifying the financial covenants. With the execution and delivery of this amendment a principal payment of $400,000 was required. At January 27, 1996, Goldblatt's was in violation of certain financial covenants. Effective January 27, 1996, Goldblatt's received waivers on these violations from the lending institution.
Effective February 22, 1996, Goldblatt's line of credit was amended. The line is guaranteed by JG, and is collateralized by a Certificate of Deposit ("CD") in the amount of $3,500,000 held by the financial institution. Interest is payable monthly at the CD rate plus 1%. As of January 27, 1996, Goldblatt's was in default of the cash flow covenant which the financial institution has waived. Goldblatt's had remaining availability of $3,289,000 under its line of credit. The Company believes that Goldblatt's working capital and line of credit will be adequate to fund current operations and service the Company's debt through fiscal 1997.
RESULTS OF OPERATIONS
Year Ended January 27, 1996 (fiscal 1996) vs. Year Ended January 28, 1995 (fiscal 1995)
Net sales from continuing operations decreased 5.4% as compared to the prior year. This decrease in sales is attributable to:
a. A sluggish retail environment marked by a lack of consumer confidence.
b. Adverse weather conditions.
c. Increased competition resulting in the dilution of available market share.
The Company's gross profit percentage decreased to 31.4% of sales from 32.4% in the prior year. This decline was primarily the result of aggressive promotional activity designed to offset the sales decrease. Merchandise margin for the first two months of fiscal year 1997 was 33.5% of sales as compared to 31.7% in the prior year reflecting improved merchandise controls.
Selling, general, and administrative expenses ("SG&A") were slightly less than the prior year but increased to 35.4% as a percentage of sales as compared to 32.4% in the prior year due to declining store sales. Expenses for the first two months of fiscal year 1997 decreased significantly due to an expense reduction program implemented in February which will result in an annual cost reduction of over $1,000,000 at JG and Goldblatt's. The full impact of this program will be realized during the course of fiscal year 1997.
Inventory, at cost, was approximately $1,000,000 below the comparable 1995 level which was accomplished as a result of our merchandise control program. It has also created a positive impact on cash flow.
Year Ended January 28, 1995 (fiscal 1995) vs. Year Ended January 29, 1994 (fiscal 1994)
Net sales from continuing operations increased .3% over the prior year and comparable store sales increased 2.7%.
The Company's gross profit percentage increased to 32.4% of sales from 30.8% of sales in the prior year. This improvement was the result of lower markdowns and slightly lower inventory shrinkage.
Selling, general and administrative expenses ("SG&A") decreased to 32.4% of sales from 34.0% in the prior year. Goldblatt's SG&A decreased to 31.8% of sales from 33.2% in the prior year. This decrease was the result of the cost reduction program instituted at Goldblatt's in January 1994.
Interest expense decreased because of lower indebtedness at JG resulting from the fiscal 1995 and 1994 debt repayments.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's consolidated financial statements and supplementary information are listed in Part IV, Item 14, of this Report and begin on page 15.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Certain of the information regarding executive officers required by this Item is set forth under the caption "Executive Officers of the Company" in Part I. Other information regarding executive officers, as well as the required information for directors, will be contained in the Proxy Statement and such information is incorporated herein by reference.
Compliance with Section 16(a) of the Securities Exchange Act:
Under Section 16(a) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder by the Securities and Exchange Commission (the "SEC"), directors, officers and beneficial owners of more than 10% of the Company's equity securities (each a "Reporting Person") must file certain reports, known as Forms 3, 4 and 5, with the SEC upon the occurrence of certain events, primarily the acquisition or disposition of shares of Common Stock (or options to acquire Common Stock) by such persons.
Form 3 is an Initial Statement of Beneficial Ownership, and is required to be filed within 10 days of a person becoming a Reporting Person. Jupiter Industries, Inc., became an owner of more than 10% of the Company's Common Stock on February 7, 1994, so its Form 3 was due February 17, 1994, but it was filed with the SEC one day late on February 18, 1994.
Form 4 is a Statement of Changes in Beneficial Ownership, and is required to be filed within 10 days of the end of a month in which a Reporting Person acquires or disposes of common Stock. Philip Rootberg, an officer and director of the Company, filed one Form 4 late in fiscal 1995, 13 days after such filing was required.
Based solely on a review of the Forms 3, 4 and 5 filed with the Company and on certain representations made to the Company, the Company does not know of any failures to file a required form or of any late filings under Section 16(a) of the Securities Exchange Act other than those set forth above.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item will be set forth in the Proxy Statement and such information is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item will be set forth in the Proxy Statement and such information is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item will be set forth in the Proxy Statement and such information is incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(b) Reports on Form 8-K.
Form 8K-A dated January 5, 1996 presenting proforma consolidated statement of income for year ending January 28, 1995 assuming the disposition of Huffman Koos Inc. occurred on January 30, 1994.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors of JG Industries, Inc.
We have audited the consolidated financial statements and the financial statement schedule of JG Industries, Inc. and Subsidiaries as listed in the index on page 14 of this Form 10-K. These financial statements and the financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of JG Industries, Inc. and Subsidiaries as of January 27, 1996 and January 28, 1995, and the consolidated results of their operations and their cash flows for each of the three fiscal years in the period ended January 27, 1996 in conformity with generally accepted accounting principles. In addition, in our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information required to be included therein.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois April 23, 1996
JG INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JANUARY 27, 1996 AND JANUARY 28, 1995 (IN THOUSANDS, EXCEPT SHARE DATA)
The accompanying notes are an integral part of these consolidated financial statements.
JG INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE FISCAL YEARS ENDED JANUARY 27, 1996, JANUARY 28, 1995 AND JANUARY 29, 1994 (IN THOUSANDS, EXCEPT PER SHARE DATA)
The accompanying notes are an integral part of these consolidated financial statements.
JG INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMMON STOCK AND OTHER SHAREHOLDERS' EQUITY
FOR THE FISCAL YEARS ENDED JANUARY 27, 1996, JANUARY 28, 1995 AND JANUARY 29, 1994 (IN THOUSANDS, EXCEPT SHARE DATA)
The accompanying notes are an integral part of these consolidated financial statements.
JG INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE FISCAL YEARS ENDED JANUARY 27, 1996, JANUARY 28, 1995 AND JANUARY 29, 1994 (IN THOUSANDS)
The accompanying notes are an integral part of these consolidated financial statements.
JG INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A) Principles of Consolidation--The consolidated financial statements include the accounts of JG Industries, Inc. (the "Company" or "JG") and subsidiary companies that are majority owned or effectively controlled, one of which had a January 31 fiscal year-end for all years. The Company's majority owned subsidiaries include Goldblatt's Department Stores, Inc. ("Goldblatt's") (the Company's discount department store division) and Sussex Group, Ltd. ("Sussex") which formerly controlled 56.0% of the outstanding common stock of Huffman Koos Inc. ("H-K") (the Company's discontinued furniture division). H-K has been accounted for as a discontinued operation in the accompanying consolidated financial statements through October 28, 1995 when an unrelated third party acquired all of the issued and outstanding H-K shares. The Company is now engaged in retail merchandising operations in one continuing business segment consisting of fourteen discount department stores primarily located in the Chicago, Illinois vicinity. Significant intercompany accounts and transactions have been eliminated.
Prior to July 23, 1993, Jupiter Industries, Inc. ("Jupiter") was the owner of approximately 46.4% of the Company's outstanding common stock. At the Company's Annual Meeting of Shareholders on July 20, 1993, the shareholders approved a 3,000,000 share increase to the Company's authorized capital stock and an Agreement and Plan of Merger (the "Agreement") between the Company and SGH Inc. ("SGH", an indirect majority owner of Sussex) which was owned 80% by JG and 20% by Jupiter. Under the terms of the Agreement, SGH was merged with and into the Company, with the Company being the surviving corporation. The shares of SGH owned by the Company were canceled and the shares of SGH owned by Jupiter were converted into the right to receive 1,127,000 shares of the Company's common stock. The merger was completed on July 23, 1993 and the 1,127,000 shares of the Company's common stock were issued to Jupiter on August 4, 1993. As a result of this stock issuance, Jupiter's ownership interest in JG was increased from approximately 46.4% to 55%.
B) Statement of Cash Flows--For purposes of the consolidated statement of cash flows the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of January 27, 1996 and January 28, 1995, cash and cash equivalents are concentrated with banks located in the Midwest region of the United States.
C) Merchandise Inventories--Merchandise inventories are stated at the lower of cost or market. Cost is determined on the last-in, first-out (LIFO) basis for approximately 88% of the inventory using the retail method. The remaining inventory is valued on the first-in, first-out (FIFO) basis using the retail method. If the FIFO method had been used to value all inventories, cost would have been $406,000 and $1,843,000 higher at January 27, 1996 and January 28, 1995, respectively.
D) Revenue Recognition--Due to the high percentage of special order sales and the significant degree of expense which goes into obtaining such orders, H-K recognizes revenue at the time a sales order is written. The related cost of sales is recorded as a reduction of inventory for merchandise on hand or as an undelivered sales liability for merchandise purchase commitments. H-K charges results of operations and reduces accounts receivable for the estimated gross profit on undelivered sales orders which may ultimately be canceled. All direct selling, delivery and handling costs are charged to results of operations when the sales order is written.
E) Land, Buildings and Equipment--Depreciation is computed using the straight-line method over the following estimated useful lives of the assets: buildings--25 to 30 years; leasehold improvements--up to 25 years, depending on the applicable lease term; furniture, fixtures and equipment--3 to 12 1/2 years. Asset costs and related accumulated depreciation are eliminated from the accounts when the asset is disposed of or at the end of its estimated useful life. Expenditures for renewals and betterments are capitalized, while costs of maintenance and repairs are charged to operations when incurred.
JG INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) F) Leasehold Rights--Leasehold rights represent the value or cost of leases acquired and improvements, principally related to the discontinued furniture division. Amortization of the rights is computed using the straight-line method over the terms of the related leases. Leasehold rights are shown net of accumulated amortization of $31,000 at January 27, 1996 and $2,409,000 at January 28, 1995.
G) Store Pre-Opening Costs--Noncapital expenditures incurred prior to the opening of a new store are charged to expense in the year the store is opened.
H) Per Share Data--For fiscal 1996, 1995 and 1994, loss from continuing operations and net income (loss) per common and common equivalent share are computed based on the weighted average number of common shares outstanding of 7,060,335, 7,055,105, and 6,505,239, respectively. Common equivalent shares of 65,277, 74,994 and 85,250 in fiscal 1996, 1995 and 1994, respectively, are not included as they would be anti-dilutive.
Income (loss) per share applicable to common shares for fiscal 1996, 1995 and 1994 is computed after recognition of the dividend requirements of $281,000, $220,000 and $181,000, respectively, on the redeemable preferred stock.
I) Income Taxes--The Company files a consolidated federal income tax return with subsidiaries in which its ownership interest is 80% or greater. Thus, H-K has not been included in the consolidated federal income tax return and was required to file its federal income tax return on a separate entity basis.
The Company provides for income taxes in accordance with Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes". SFAS No. 109 requires the use of the liability method of accounting for taxes, under which deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. The principal assets and liabilities giving rise to such differences are the different methods of accounting for inventory, depreciation and certain accrued liabilities for tax and financial statement purposes and net operating loss carryforwards. Deferred tax assets are reduced where appropriate by a valuation allowance which reflects expectations of the extent to which such assets will be realized.
J) Financial Instruments--The fair value of cash and cash equivalents is assumed to approximate the carrying value of these assets due to the short maturity of these instruments. The fair value of the Company's notes payable and long-term debt is estimated to approximate the carrying value based upon borrowing rates currently available to the Company for borrowings with similar terms.
K) Use of Estimates--The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at January 27, 1996 and January 28, 1995 and the reported amounts of revenues and expenses during the three years ended January 27, 1996. Actual results could differ from those estimates.
L) Reclassifications--Certain reclassifications have been made to January 28, 1995 amounts in order to conform to classifications at January 27, 1996.
2. STOCK TRANSACTIONS
During fiscal 1995, Sussex transferred or sold a total of 800,000 shares of H-K common stock to Jupiter. The transfer of 700,000 shares of this stock on February 3, 1996 was used to repay a $5,075,000 note payable to Jupiter. The remaining 100,000 shares of H-K common stock was sold to Jupiter on November 30, 1994 for $800,000. As a result of the transfer and sale of the 800,000 shares, the Company recognized a gain of $1,540,000 in fiscal 1995. This gain was recorded as an increase to paid-in capital and represents the difference between the amount of the note retired and cash received and the amount of H-K net equity represented by these shares.
JG INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Effective May 23, 1995, the Company through Sussex sold an additional 150,000 shares of H-K common stock to Jupiter for $1,125,000. As a result of the sale of these shares, the Company recognized a gain of $176,000. This gain was recorded as an increase to paid-in capital and represents the difference between cash received and the amount of H-K net equity represented by these shares. The Company used $625,000 of the proceeds from the May 23, 1995 stock sale to make payments on JG's $7,125,000 term loan.
Pursuant to the terms of the various stock purchase agreements (the "Agreements"), Sussex has been granted an option to repurchase any or all of the 950,000 H-K shares for a purchase price ranging from $7.25 to $8.00 per share plus interest on such amount. The Agreements also contained a provision which required Jupiter to vote the 950,000 H-K shares for the election of a majority of the Board of Directors of H-K as Sussex shall direct. As a result of this voting provision, the Company through Sussex, retained effective control of H-K. Jupiter and Sussex collectively owned of record 2,200,000 H-K shares, representing approximately 55.9% of the total issued and outstanding H-K shares at October 27, 1995.
Pursuant to an Agreement and Plan of Merger dated September 18, 1995, stockholders of H-K stock received a tender offer from an unrelated third party on September 25, 1995 to acquire all of the issued and outstanding H-K shares at a per share purchase price of $9.375 in cash. Upon consumption of the tender offer on October 27, 1995, Sussex sold the 1,250,000 H-K shares held directly by it for an aggregate cash consideration of approximately $11,719,000. On October 27, 1995, pursuant to an agreement dated September 18, 1995 between Jupiter and Sussex, Sussex also exercised its option to repurchase the 950,000 H-K shares for the total purchase price of $7,000,000 plus interest of approximately $641,000, and instructed Jupiter to tender the 950,000 H-K shares. As a result of the repurchase, the Company recorded a $1,530,000 loss as a decrease to paid-in capital. This loss represents the difference between the total cash due to Jupiter and the amount of H-K equity represented by these shares. The Company also recorded a receivable from Jupiter of approximately $1,265,000. This receivable represents the difference between proceeds from the sale of $8,906,000 and $7,641,000 owed to Jupiter by Sussex. The $6,295,000 gain on sale of discontinued operations for the year ended January 27, 1996 is net of applicable income tax of $349,000 and includes $42,000 of net income from discontinued operations during the phase- out period from the measurement date of September 25, 1995, net of reversal of income taxes provided in earlier quarters.
On October 30, 1995, the Company used proceeds received by Sussex from the transaction to repay all debt outstanding under the Company's term loan of approximately $6,250,000 plus interest, and to deposit $3,500,000 as collateral on the Goldblatt's line of credit.
During fiscal 1996, options to purchase 13,400 shares of common stock of H-K were exercised. A loss of $23,000 on the issuance of these shares was recorded by the Company with an increase to minority interest as H-K's net book value per share exceeded the option price. During fiscal 1995, options to purchase 4,400 shares of common stock of H-K were exercised. A loss of $6,000 was recorded by the Company.
3. RECEIVABLES
Receivables in the consolidated balance sheets are shown net of the allowances for cancellation of undelivered sales and doubtful accounts and consist of the following at January 27, 1996 and January 28, 1995:
JG INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) An analysis of the allowance for cancellation of undelivered sales and doubtful accounts and the net provision charged to operations for fiscal 1996, 1995 and 1994 is as follows:
At the time of delivery, undelivered trade accounts receivable are either paid in cash by the customer or sold by the Company without recourse to an unaffiliated third party. Undelivered trade accounts receivable are concentrated with consumers located in the eastern region of the United States.
4. NOTES PAYABLE AND LONG-TERM DEBT
Long-term debt at January 27, 1996 and January 28, 1995 is summarized as follows (in thousands):
The prime rate applicable to notes payable and long-term debt was 8.5% at January 27, 1996 and January 28, 1995.
Pursuant to the terms of its Preferred Stock Designations, substantially all of the net worth of the Company is restricted as to the payment of dividends. Approximately $8,000,000 of consolidated net assets of subsidiaries are restricted as to transfer to the Company by the provisions of the various debt agreements and Redeemable Preferred Stock Designations.
Long-term debt maturing within each of the five fiscal years subsequent to January 27, 1996 is as follows (in thousands):
The loan agreement requires maintenance of certain financial covenants including minimum tangible net worth and cash flow requirements. As of January 27, 1996, Goldblatt's was in violation of certain financial
JG INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) covenants. Effective January 27, 1996, the financial institution granted Goldblatt's waivers on the violations, modified the financial covenants and extended the maturity date from December 26, 1996 to August 1, 1997. With the execution and delivery of the amendment, a principal payment of $400,000 was made subsequent to year-end. As of January 27, 1996, the loan requires monthly payments of $19,000, plus interest. The loan is collateralized by certain real estate assets (net book value of $2,505,000 and $2,525,000 at January 27, 1996 and January 28, 1995, respectively).
As of January 28, 1995, Goldblatt's had a $2,500,000 revolving line of credit with a financial institution. During fiscal 1996, the line of credit was increased to $3,500,000 and extended through May 1, 1996. During fiscal 1996, interest was payable at the prime rate plus .50%. The line of credit agreement required the maintenance of certain financial ratios. As of January 27, 1996, Goldblatt's was in violation of a certain financial covenant. Subsequent to year-end, the financial institution has granted Goldblatt's a waiver of this covenant effective January 27, 1996. Furthermore, the financial institution extended the line of credit through May 1, 1997 and removed the financial covenants. Interest is payable at the certificate of deposit rate plus 1%. The line is guaranteed by JG and is collateralized by a certificate of deposit and commercial paper, total of $3,500,000 at January 27, 1996. The amount of the collateral is restricted to the extent of outstanding borrowings on the line, which is $200,000 at January 27, 1996. The availability of the line at January 27, 1996 has been further reduced by $11,000 for outstanding letters of credit for overseas purchases. The line of credit agreement restricts the transfer of assets to the Company.
The weighted average interest rate on short-term borrowings for fiscal 1996, 1995 and 1994 were 9.30%, 7.14% and 6.36%, respectively.
5. REDEEMABLE PREFERRED STOCK
Redeemable Preferred Stock outstanding as of January 27, 1996 and January 28, 1995 consists of 445 shares of Series "A" 9% Cumulative Preferred Stock with a face and liquidation value of $3,183,000. All shares are held by Jupiter.
The Preferred Stock Designations require cumulative dividends, include various financial covenants and have limited voting rights. An event of default, as defined in the Preferred Stock Designations, makes the accumulated dividends and face value outstanding at that time due in its entirety.
Effective January 31, 1993, Jupiter waived the future dividend requirements on the outstanding Series "A" Cumulative Preferred Stock of JG, except for a face value of $3,000,000 on which dividends are payable at the prime rate. Jupiter may revoke this waiver prospectively at any time in the future. Accordingly, the Company has accrued dividends payable in accordance with the waivers. In addition, pursuant to the amended Preferred Stock Designations, certain dividend payments have been made in-kind through the issuance of 43 additional shares of Preferred Stock in fiscal 1993. A minimum annual redemption of $1,500,000 is required beginning in fiscal 1997, with complete redemption in fiscal 1998.
The sale of H-K, as described in Note 2, gave rise to an obligation of the Company under the Series A 9% Cumulative Preferred Stock Designations to redeem all of the issued and outstanding shares of that class of stock. The redemption price for all of the Series A Preferred Stock is approximately $3,183,000 plus unpaid accrued and additional dividends of $754,000. As discussed above, a mandatory obligation to redeem shares of Series A Preferred Stock having a liquidation value of at least $1,500,000 is scheduled to arise on May 1, 1996. The Directors not affiliated with Jupiter, on recommendation of management of the Company, have determined to defer any redemption of the Series A Preferred Stock until such time as it may do so without materially adversely affecting the financial condition of the Company. Pending satisfaction of any such redemption obligations, in accordance with the Preferred Stock Designations, the dividend rate on the Series A Preferred Stock is increased from 9% to 12% per annum, compounded quarterly. Jupiter is seeking redemption of the Series A Preferred Stock.
JG INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
6. INCOME TAXES
The income tax provisions before minority interest are comprised of the following:
The Company has net operating loss carryforwards which are used to offset taxable income for federal purposes, excluding income of H-K which was reported on a separate entity basis and a portion of taxable income subject to alternative minimum tax. H-K had its own net operating loss carryforwards which were used to offset its separate company taxable income. A portion of taxable income for state tax purposes was also offset by net operating loss carryforwards. For fiscal 1995 and 1994, the realization of the tax benefit of net operating loss carryforwards of $1,889,000 and $1,564,000, respectively, are treated as a reduction of the income tax provision.
Following is a reconciliation of the difference between the statutory federal income tax rate and the effective income tax rate on income from continuing operations before minority interest as reflected in the accompanying consolidated statements of operations:
At January 27, 1996, the Company has net operating loss carryforwards of approximately $30,607,000 available to offset future taxable income for federal income tax purposes. These carryforwards expire principally in fiscal 1997 through 2011.
The components of the net deferred tax assets and liabilities as of January 27, 1996 and January 28, 1995 are as follows:
JG INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 7. LEASE COMMITMENTS
The following table presents the future minimum lease commitments for all operating leases that have initial or remaining noncancelable terms in excess of one year. The leases expire in fiscal 1997 to 2006 and have various renewal options.
Certain store leases contain contingent rental provisions based on retail sales. Rent expense, net of insignificant sublease income, for fiscal years 1996, 1995 and 1994 was $2,368,000, $6,493,000 and $5,720,000, respectively, including contingent rentals of $174,000, $149,000 and $127,000.
8. DISCONTINUED OPERATIONS, SALE OF ASSETS AND STORE CLOSINGS
As a result of the sale of H-K, as described in Note 2, previously issued consolidated statements of operations have been restated to reflect H-K as a discontinued operation.
Summarized results of H-K business were as follows (excluding the impact of minority interest and management fees allocated to H-K on the Company's financial statements):
Net assets of the discontinued business were as follows:
JG INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) 9. PENSION, PROFIT-SHARING AND EMPLOYEE BENEFIT PLANS
The Company and its subsidiary have defined contribution plans which substantially all non-union employees may join after completing one year and 1,000 hours of service. Annually, the companies contribute a discretionary amount determined by their respective Boards of Directors and participants may voluntarily contribute varying percentages of their compensation.
Approximately $137,000, $325,000 and $288,000 of expenses relating to these plans are included in the consolidated statements of operations in fiscal 1996, 1995, and 1994, respectively. All plans are qualified under provisions of the Internal Revenue Code.
10. STOCK OPTION PLAN
Information for the fiscal years ended January 29, 1994, January 28, 1995 and January 27, 1996 with respect to options under the Company's Plans is as follows:
All options are exercisable for a 10-year period beginning on the date of the grant.
No compensation expense has been recognized by the Company as all options were granted at the market price of the stock on the date of the grants.
11. FOURTH QUARTER ADJUSTMENTS
Results of continuing operations in the fourth quarter of fiscal 1996, 1995 and 1994 were increased by year end adjustments of approximately $666,000, $716,000 and $525,000, respectively, which related primarily to adjustments to inventory and certain miscellaneous accruals.
12. SUPPLEMENTARY INFORMATION
Accrued liabilities in the consolidated balance sheets include sales tax payable of $152,000 and $2,347,000 at January 27, 1996 and January 28, 1995, respectively.
Charges to selling, general and administrative expenses for fiscal 1996, 1995 and 1994, include the following:
JG INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONCLUDED) Advertising costs are expensed when incurred.
13. RELATED PARTY TRANSACTIONS
Through July 31, 1993, a subsidiary of the Company was required to pay a management fee to Jupiter of 4.5% of Sussex's cumulative income before federal income taxes. The fees recorded were $11,000 in fiscal 1994.
Jupiter owns a portion of the company from which annuity contracts were purchased in fiscal 1996, 1995 and 1994. The total value of the contracts of $1,301,000 and $1,180,000 is included in other assets at January 27, 1996 and January 28, 1995, respectively. The annuity contract was purchased to secure payments under certain contractual obligations for future services to the chief executive officer of the Company. In addition, the Company earned interest of $90,000, $82,000, and $74,000 on these annuity contracts during fiscal 1996, 1995, and 1994, respectively.
SCHEDULE I
JG INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT
CONDENSED BALANCE SHEETS
JANUARY 27, 1996 AND JANUARY 28, 1995 (IN THOUSANDS, EXCEPT SHARE DATA)
The accompanying notes are an integral part of the condensed financial informa- tion of the Registrant.
SCHEDULE I
JG INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT
CONDENSED STATEMENTS OF OPERATIONS
FOR THE FISCAL YEARS ENDED JANUARY 27, 1996, JANUARY 28, 1995 AND JANUARY 29, 1994 (IN THOUSANDS)
The accompanying notes are an integral part of the condensed financial information of the Registrant.
SCHEDULE I
JG INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE FISCAL YEARS ENDED JANUARY 27, 1996, JANUARY 28, 1995 AND JANUARY 29, 1994
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (IN THOUSANDS)
The accompanying notes are an integral part of the condensed financial information of the Registrant.
SCHEDULE I
JG INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT
NOTES TO CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT
1. NOTES PAYABLE AND REDEEMABLE PREFERRED STOCK
Information with respect to indebtedness and Redeemable Preferred Stock of the Registrant and indebtedness of subsidiaries guaranteed by the Registrant is summarized in notes 4 and 5 of notes to consolidated financial statements.
2. DIVIDEND RESTRICTIONS
Restrictions contained in certain loan agreements with financial institutions limit the payment of cash dividends to the Registrant by its consolidated subsidiaries. Dividends are limited to payments from Goldblatt's subject to certain net worth requirements.
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.
JG Industries, Inc.
/s/ William Hellman By __________________________________ William Hellman Chairman and Chief Executive Officer Dated: May 8, 1996
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.
INDEX TO EXHIBITS