Item 1. Business.
Mercantile Stores Company, Inc. ("Company" or "Registrant") was incorporated under the laws of the State of Delaware on January 10, 1919. The Company is listed on the New York Stock Exchange (NYSE designation of MST) and is engaged in general merchandise department store retailing.
The Company's business is highly competitive. Its stores compete with other national, regional and local retail establishments including department stores, specialty stores and discount stores, which carry similar lines of merchandise. The Company competitive methodology focuses on customer service, value fashion, selection, advertising and store location.
The Company regularly employs on a full or part-time basis an average of approximately 30,200 persons.
In addition, the following portions of Registrant's 1993 Annual Report to Stockholders are incorporated herein by reference: Inside Front Cover; Financial Highlights (page 1); Management's Discussion and Analysis (pages 9-12); Ten-Year Selected Financial Data (pages 28-29).
Item 2.
Item 2. Properties.
The following table summarizes the property ownership and accompanying square footage of the ninety-nine department stores and two specialty stores operated by Mercantile Stores Company, Inc., as of January 29, 1994.
Number of Square Stores Footage
Owned Stores 58 8,829,302 Leased Stores 43 7,382,907 ________ __________ Total 101 16,212,209
Store Divisions and Locations (pages 30-31) of the Registrant's Annual Report to Stockholders for fiscal year ended January 29, 1994, is incorporated herein by reference.
Item 3.
Item 3. Legal Proceedings.
Note 10 (page 26) of the The Registrant's Annual Report to Stockholders for fiscal year ended January 29, 1994, is incorporated herein by reference.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
Market and Dividend Information (page 1) and Stockholder Information (page 33) of the Registrant's 1993 Annual Report to Stockholders are incorporated herein by reference.
Item 6.
Item 6. Selected Financial Data.
The Ten-Year Financial Summary (pages 28-29) and Notes to Consolidated Financial Statements (pages 19-26) of the Registrant's 1993 Annual Report to Stockholders is incorporated herein by reference.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Management's Discussion and Analysis (pages 9-12) and Notes to Consolidated Financial Statements (pages 19-26) of the Registrant's 1993 Annual Report to Stockholders are incorporated herein by reference.
Item 8.
Item 8. Financial Statements and Supplementary Data.
The Consolidated Financial Statements (pages 15-18), Notes to Consolidated Financial Statements (pages 19-26), Report of Independent Public Accountants, which includes an explanatory paragraph that describes the change in the methods of accounting for income taxes discussed in Note 6 and accounting for postretirement benefits other than pension discussed in Note 7 of the Consolidated Financial Statements (page 14), and Quarterly Results (page 27) of the Registrant's 1993 Annual Report to Stockholders are incorporated herein by reference.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
The information required with respect to the Registrant's Directors and Executive Officers is included on pages 3-6 of the Registrant's Proxy Statement for the Annual Meeting of Stockholders to be held on May 25, 1994 and is incorporated herein by reference.
Item 11.
Item 11. Executive Compensation.
The information required with respect to Executive Compensation is included on pages 7-10 of the Registrant's Proxy Statement for the Annual Meeting of Stockholders to be held on May 25, 1994 and is incorporated herein by reference.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information required with respect to Security Ownership of Certain Beneficial Owners and Management is included on pages 4-6 of the Registrant's Proxy Statement for the Annual Meeting of Stockholders to be held on May 25, 1994 and is incorporated herein by reference.
Item 13.
Item 13. Certain Relationships and Related Transactions.
The information required with respect to Certain Relationships and Related Transactions is included on page 10 of the Registrant's Proxy Statement for the Annual Meeting of Stockholders to be held on May 25, 1994 and is incorporated herein by reference.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
A. 1. The following Consolidated Financial Statements of Mercantile Stores Company, Inc., Notes to Consolidated Financial Statements and Report of Independent Public Accountants, from the Registrant's Annual Report to Stockholders for the fiscal year ended January 29, 1994 are incorporated herein by reference:
(a) Statements of Consolidated Income and Retained Earnings for the fiscal years ended January 29, 1994 and January 31, 1993 and 1992 - page 15.
(b) Consolidated Balance Sheets as of Janaury 29, 1994 and January 31,1993 - pages 16 and 17.
(c) Statements of Consolidated Cash Flows for the fiscal years ended Janaury 29, 1994 and January 31, 1993 and 1992 - page 18.
(d) Notes to Consolidated Financial Statements - pages 19-26.
(e) Report of Independent Public Accountants, which includes an explanatory paragraph that describes the change in the methods of accounting for income taxes discussed in Note 6 and accounting for postretirement benefits other than pensions discussed in Note 7 of Notes to Consolidated Financial Statements - page 14.
2. Financial Statement Schedules of the Registrant and Consolidated Subsidiaries included herein:
(a) Report of Independent Public Accountants, which includes an explanatory paragraph that describes the change in the methods of accounting for income taxes discussed in Note 6 and accounting for postretirement benefits other than pensions discussed in Note 7 of Notes to Consolidated Financial Statements, listed below.
(b) Schedule V - Property and Equipment Schedule VI - Accumulated Depreciation and Amortization of Property and Equipment Schedule IX - Short-term Borrowings Schedule X - Supplementary Income Statement Information
All other schedules have been omitted as they are inapplicable or the information required is shown in the Financial Statements or the Notes thereto.
3. Exhibits:
(3a)- The Restated Certificate of Incorporation of Mercantile Stores Company, Inc., as amended, is incorporated herein by reference from the Registrant's Form 10-K for the fiscal year ended January 31, 1989.
(3b)- The Registrant's Bylaws, as amended, are incorporated herein by reference from the Registrant's Form 10-K for the fiscal year ended January 31, 1989.
(4)- The Indenture agreement between Mercantile Stores Company, Inc. and The Fifth Third Bank, as Trustee, dated as of July 1, 1992, is incorporated herein by reference from Registration No. 33-50604, Exhibit 4.1.
(10)- The Agreement, dated as of February 10, 1992, among Mercantile Stores Company, Inc., MST Acquisition Co., New MB, Inc., Maison Blanche, Inc. and all of the Owners and Registered Holders of All of the Issued and Outstanding Capital Stock of Maison Blanche, Inc. and the Agreement of Purchase and Sale, dated as of February 10, 1992, by and between G/MB Leasing Company, Limited Partnership and Maison Blanche, Inc., is incorporated herein by reference from the Current Report on Form 8-K of the Company dated February 10, 1992, as amended by Amendment No. 1 dated April 24, 1992 and Amendment No. 2 dated May 12, 1992.
(13)- The Registrant's Annual Report to Stockholders for the fiscal year ended January 29, 1994.
(21)- A listing of the subsidiaries of the Registrant.
(23)- Consent of Independent Public Accountants.
(24)- Power of Attorney.
B. No reports on Form 8-K have been filed during the fourth quarter of the fiscal year ended January 29, 1994.
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.
MERCANTILE STORES COMPANY, INC. (Registrant)
BY: s/ David L. Nichols David L. Nichols Chairman of the Board
Date: April 22, 1994.
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
s/ David L. Nichols ____________________________ ___________________________ David L. Nichols * Thomas J. Malone (Chairman of the Board) (Director) As Principal Executive Officer
s/ James M. McVicker ___________________________ ____________________________ James M. McVicker * Rene C. McPherson (Vice President) (Director) As Chief Financial Officer
s/ William A. Carr ____________________________ ____________________________ William A. Carr * Gerrish H. Milliken (Treasurer) (Director) As Principal Accounting Officer
___________________________ ____________________________ * John A. Herdeg * Minot K. Milliken (Director) (Director)
__________________________ _____________________________ * Roger K. Smith * Roger Milliken (Director) (Director)
__________________________ ______________________________ * George S. Moore * H. Keith H. Brodie, MD (Director) (Director)
__________________________ * Francis G. Rodgers (Director)
*BY: s/ David L. Nichols David L. Nichols
Date: April 22, 1994
An original Power of Attorney authorizing David L. Nichols, James M. McVicker and William A.Carr and each of them to sign this report hereto as Attorneys for Directors of the Registrant is being filed concurrently with the Securities and Exchange Commission.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of Mercantile Stores Company, Inc.
We have audited in accordance with generally accepted auditing standards, the consolidated financial statements included in Mercantile Stores Company, Inc.'s annual report to stockholders incorporated by reference in this Form 10-K, and have issued our report thereon dated April 1, 1994. Our report on the consolidated financial statements includes an explanatory paragraph with respect to the change in the method of accounting for income taxes in 1993 and postretirement benefits other than pensions in 1992 as discussed in Notes 6 and 7 to the consolidated financial statements. Our audit was made for the purpose of forming an opinion on those statements taken as a whole. The schedules listed in Item 14(A)(2)b are the responsibility of the Company's management and are presented for purposes of complying with the Securities and Exchange Commission's rules and are not a part of the basic financial statements. These schedules have been subjected to to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN & CO.
Cincinnati, Ohio, April 1, 1994