ITEM 1. BUSINESS
The Company's business is highly competitive. It competes in the retail drug industry with local and national chains as well as with independent merchants. Merchandise of the kind sold by the Company can be found in variety stores, discount houses, supermarkets, and other retail facilities.
The remainder of the information required by this item is contained in the Annual Report under the headings "DESCRIPTION OF THE COMPANY" (page 12), "MANAGEMENT'S DISCUSSION AND ANALYSIS" (page 12), and "QUARTERLY FINANCIAL DATA (UNAUDITED) AND FIVE YEAR SELECTED FINANCIAL DATA" (page 19). Such information is hereby incorporated by reference and filed herewith.
ITEM 2.
ITEM 2. PROPERTIES
The information required by this item is contained in the Annual Report under the heading "DESCRIPTION OF THE COMPANY" (page 12). Such information is hereby incorporated by reference and filed herewith.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The Registrant is not a party to any material pending legal proceedings.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
There were no matters submitted to a vote of stockholders during the fourth quarter period covered by this report.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The information required by this item is contained in the Annual Report under the headings "STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY" (page 16), "STOCKHOLDERS' EQUITY" (page 18), "QUARTERLY FINANCIAL DATA (UNAUDITED) AND FIVE YEAR SELECTED FINANCIAL DATA" (page 19), and "STOCK LISTING" (page 20). Such information is hereby incorporated by reference and filed herewith.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is contained in the Annual Report under the heading "MANAGEMENT'S DISCUSSION AND ANALYSIS" (page 12), and "QUARTERLY FINANCIAL DATA (UNAUDITED) AND FIVE YEAR SELECTED FINANCIAL DATA" (page 19). Such information is hereby incorporated by reference and filed herewith.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this item is contained in the Annual Report under the headings "TO OUR SHAREHOLDERS" (pages 3, 4, 6, and 8) and "MANAGEMENT'S DISCUSSION AND ANALYSIS" (page 12). Such information is hereby incorporated by reference and filed herewith.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is contained in the Annual Report (pages 13 through 19). Such information is hereby incorporated by reference and filed herewith.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item with respect to directors is contained in a definitive proxy statement filed April 5, 1994, with the Securities and Exchange Commission. Such information is hereby incorporated by reference. Certain information relating to executive officers of the Company appears at page 3 of this Form 10-K Annual Report.
Items 11, 12, and 13 are omitted since the Company filed on April 5, 1994, with the Securities and Exchange Commission a definitive proxy statement, involving the election of directors, for the Annual Meeting on May 17, 1994. Such information is hereby incorporated by reference.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following persons are now executive officers of the Company and the Board of Directors intends to reappoint them to their current offices.
EXECUTIVE OFFICER'S PRIMARY EXECUTIVE POSITION NAME AGE POSITION WITH REGISTRANT HELD SINCE(1)(2) - ---------------- ----- ------------------------------ -------------------
R. M. Long 55 Chairman of the Board 1991 Chief Executive Officer(3) 1977
S. D. Roath 53 President(3) 1991
B. M. Brandon 55 Senior Vice President 1988
G. A. Duey 61 Senior Vice President 1988
O. D. Jones 55 Senior Vice President, Properties and 1975 Secretary
R. A. Plomgren 60 Senior Vice President, Development(3) 1976
D. R. Wilson 52 Senior Vice President, Marketing 1988
W. G. Combs 63 Vice President, Administration, 1961 Corporate Relations(3)
G. L. White 53 Vice President, Controller 1988
- ---------------
(1)Each officer is appointed for a one-year term.
(2)All of the executive officers of the Company have been employed by the Company for at least the past five years in executive capacities or in related areas of responsibility.
(3)Also serves as a Director of the Company.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS ----------------------------------------------------------------------
The following financial statements and independent auditors' report appearing in the Annual Report, on pages 13 through 19, are incorporated herein by reference:
Statements of Consolidated Income for the fiscal years ended January 27, 1994, January 28, 1993 and January 30, 1992.
Consolidated Balance Sheets as of January 27, 1994 and January 28, 1993.
Statements of Consolidated Cash Flows for the fiscal years ended January 27, 1994, January 28, 1993, and January 30, 1992.
Statements of Consolidated Stockholders' Equity for the fiscal years ended January 27, 1994, January 28, 1993, and January 30, 1992.
Notes to Consolidated Financial Statements.
Independent Auditors' Report.
(a)(2) FINANCIAL STATEMENT SCHEDULES for the fiscal years ended January 27, 1994, January 28, 1993, and January 30, 1992. ----------------------------------------------------------------------
Page Number
Independent Auditors' Report on Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Schedule Number
V Property, Plant and Equipment. . . . . . . . . . . . . 10 VI Accumulated Depreciation of Property, Plant and Equipment. . . . . . . . . . . . . . . . . . . . . 11 X Supplementary Income Statement Information . . . . . . 12
(a)(3) EXHIBITS ----------------------------------------------------------------------
Exhibit Page No. Number
3. Articles of Incorporation and By-Laws
a. A copy of the Articles of Incorporation and By-Laws of Longs Drug Stores Corporation is incorporated herein by reference as previously filed with the Commission on March 18, 1985, as Exhibit 3 to Form S-14, Registration No. 2-96486.
Exhibit Page Number: Number
10. Material Contracts
a. A copy of the 1980 Employees' Stock Option Plan of Longs Drug Stores, Inc., is incorporated herein by reference as previously filed with the Commission on April 22, 1980, as Exhibit B to the Company's proxy statement.
b. A copy of the 1975 Employees' Stock Option Plan of Longs Drug Stores, Inc., is incorporated herein by reference as previously filed with the Commission on April 23, 1976, as Exhibit 1B to Form S-8, Registration No. 2-56127.
c. A copy of the Stock Option Agreement of Longs Drug Stores, Inc., dated February 8, 1980, is incorporated herein by reference as previously filed with the Commission on April 8, 1980, as Exhibit 2C to Post- Effective Amendment No. 3 to Form S-8, Registration No. 2-56127.
d. A copy of the Stock Option Agreement of Longs Drug Stores, Inc., dated January 17, 1980, is incorporated herein by reference as previously filed with the Commission on April 8, 1980, as Exhibit 2B to Post- Effective Amendment No. 3 to Form S-8, Registration No. 2-56127.
e. A copy of the Stock Option Agreement of Longs Drug Stores, Inc., dated April 29, 1977, is incorporated herein by reference as previously filed with the Commission on April 17, 1978, as Exhibit 2C to Post- Effective Amendment No. 2 to Form S-8, Registration No. 2-56127.
f. A copy of the Amendment to the 1980 Employees' Stock Option Plan of Longs Drug Stores, Inc., is incorporated herein by reference as previously filed with the Commission on July 22, 1982, as Exhibit 19a to Form 8-K.
g. A copy of the Amendments to Stock Option Agreements of Longs Drug Stores, Inc., dated April 29, 1977, January 17, 1980, and February 8, 1980, is incorporated herein by reference as previously filed with the Commission on July 22, 1982, as Exhibit 19b to Form 8-K.
h. A copy of the Amendments to the 1975 and 1980 Employees' Stock Option Plans of Longs Drug Stores, Inc., is incorporated herein by reference as previously filed with the Commission on May 8, 1985, on Form S-8, Registration No. 2-97578.
i. Agreement for terminal benefits in the event of uninvited change in corporate control of Longs Drug Stores California, Inc., is incorporated herein by reference as previously filed with the Commission on April 28, 1986, as Exhibit 10f to Form 10-K.
j. A copy of the Rights Agreement of Longs Drug Stores Corporation dated August 19, 1986, is incorporated herein by reference as previously filed with the Commission on August 21, 1986, as Exhibits 1 and 2 to Form 8-A.
Exhibit Page No.: Number
k. A copy of the Long Term Incentive Plan of 1987 of Longs Drug Stores Corporation is incorporated herein by reference as previously filed with the Commission on March 13, 1987, on Form S-8, Registration No. 33-12653.
l. A copy of the undertakings of Longs Drug Stores Corporation is incorporated herein by reference as previously filed with the Commission on April 10, 1987, into Form S-8, Registration No. 2-97578.
m. A copy of the First Amendment to Rights Agreement of Longs Drug Stores Corporation dated November 15, 1988, is incorporated herein by reference as previously filed with the Commission on December 1, 1988, as Exhibit 1 to Form 8-K.
n. A copy of the Note Purchase Agreement of Longs Drug Stores California, Inc., dated April 28, 1989, is incorporated herein by reference as previously filed with the Commission on April 18, 1990, as Exhibit 10n to Form 10-K.
o. A copy of the Proposal to acquire Bill's Drugs, Inc. is incorporated herein by reference as previously filed with the Commission on August 6, 1993, on Form S-4, Registration No. 033-49935.
13. Annual Report . . . . . . . . . . . . . . . . . . . . . (Enclosed)
21. Subsidiary of the Registrant - Longs Drug Stores California, Inc., a California corporation.
23. Consents of Auditors and Counsel
a. Independent Auditors' Consent. . . . . . . . . . . . . 13
b. Consent of Counsel . . . . . . . . . . . . . . . . . . 14
(b) REPORTS ON FORM 8-K
There have been no reports on Form 8-K filed during the quarter ended January 27, 1994.
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.
LONGS DRUG STORES CORPORATION -------------------------------------------- (REGISTRANT)
Date April 15, 1994 /s/ G. W. White ----------------------- --------------------------------------------- Grover White Vice President - Controller (PRINCIPAL ACCOUNTING OFFICER)
Date April 15, 1994 /s/ W. G. Combs ----------------------- --------------------------------------------- W. G. Combs Vice President - Administration (PRINCIPAL FINANCIAL OFFICER)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been duly signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
DATE SIGNATURE
April 15, 1994 By /s/ R. M. Long ------------------------- ------------------------------------------- (R. M. Long) Chairman of the Board Chief Executive Officer and Director
April 15, 1994 By /s/ S. D. Roath ------------------------- ------------------------------------------- (S. D. Roath) President and Director
April 15, 1994 By /s/ R. M. Brooks ------------------------- ------------------------------------------- (R. M. Brooks) Director
April 15, 1994 By /s/ D. G. DeSchane ------------------------- ------------------------------------------- (D. G. DeSchane) Director
April 15, 1994 By /s/ E. E. Johnston ------------------------- ------------------------------------------- (E. E. Johnston) Director
April 15, 1994 By /s/ M. S. Metz ------------------------- ------------------------------------------- (M. S. Metz) Director
April 15, 1994 By /s/ R. A. Plomgren ------------------------- ------------------------------------------- (R. A. Plomgren) Senior Vice President - Development and Director
April 15, 1994 By /s/ H. R. Somerset ------------------------- ------------------------------------------- (H. R. Somerset) Director
April 15, 1994 By /s/ T. R. Sweeney ------------------------- ------------------------------------------- (T. R. Sweeney) Retired Vice President and Director
April 15, 1994 By /s/ F. E. Trotter ------------------------- ------------------------------------------- (F. E. Trotter) Director
Deloitte & Touche __________ ______________________________________________________________
50 Fremont Street Telephone: (415) 247-4000 San Francisco, California 94105-2230 Facsimile: (415) 247-4329
INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULES
Board of Directors and Stockholders Longs Drug Stores Corporation Walnut Creek, California
We have audited the consolidated financial statements of Longs Drug Stores Corporation and its subsidiary as of January 27, 1994 and January 28, 1993, and for each of the three fiscal years in the period ended January 27, 1994, and have issued our report thereon dated February 25, 1994; such financial statements and report are included in your 1994 Annual Report to Shareholders and are incorporated herein by reference. Our audits also comprehended the financial statement schedules of Longs Drug Stores Corporation and its subsidiary, listed in Item 14(a)(2). These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information shown therein.
/s/ Deloitte & Touche
February 25, 1994
_______________
Deloitte Touche Tohmatsu International _______________
LONGS DRUG STORES CORPORATION PROPERTY, PLANT AND EQUIPMENT
LONGS DRUG STORES CORPORATION ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
LONGS DRUG STORES CORPORATION SUPPLEMENTARY INCOME STATEMENT INFORMATION
Deloitte & Touche __________ _________________________________________________________________
50 Fremont Street Telephone: (415) 247-4000 San Francisco, California 94105-2230 Facsimile: (415) 247-4329
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements No. 2-97578 and 33-12653 of Longs Drug Stores Corporation on Form S-8 of our reports dated February 25, 1994 appearing in and incorporated by reference in this Annual Report on Form 10-K of Longs Drug Stores Corporation for the year ended January 27, 1994.
/s/ Deloitte & Touche
April 11, 1994
_______________
Deloitte Touche Tohmatsu International _______________
LAW OFFICES
Howard H. Bell James Dunlavey Robert Rosenberg* BELL, ROSENBERG & HUGHES Retired Roger M. Hughes 1300 CLAY STREET, SUITE 1000 James C. Nelson P.O. BOX 70220 STATION "D" Telephone Catherine M. Fisher OAKLAND, CALIFORNIA 94612-0220 (510) 832-8585 John H. Banister Roland Nikles Telecopier Teresa Jenkins Main (510) 839-6925 Howard G. Curtis Jennifer M. V. Bergstrom Joseph A. Creitz
*Certified Specialist-Probate, Estate Planning & Trust Law The State Bar of California Board of Legal Specialization March 21, 1994
Longs Drug Stores Corporation P.O. Box 5222 Walnut Creek, CA 94596
Gentlemen:
We hereby consent to the use in the Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, and amendments thereto, of Longs Drug Stores Corporation (the Company), on Form 10-K, of
(a) our opinion dated May 7, 1985 to the Company's Registration Statement on Form S-8 (Number 2-97578), under the Securities Act of 1933, as amended, covering 474,576 shares of the Company's Common Stock to be issued upon exercise of options granted under the Company's 1975 Employees' Stock Option Plan and 1980 Employees' Stock Option Plan.
(b) our opinion dated April 2, 1985 to the Company's Registration Statement on Form S-14 (Number 2-96486) under the Securities Act of 1933, as amended, covering 21,900,000 shares of the Company's Common Stock.
(c) our opinion dated March 5, 1987 to the Company's Registration Statement on Form S-8 (Number 33-12653), under the Securities Act of 1933, as amended, covering 400,000 shares of the Company's Common Stock to be issued upon exercise of awards under the Company's Long Term Incentive Plan of 1987.
Yours very truly,
BELL, ROSENBERG & HUGHES
/s/ Howard H. Bell
Howard H. Bell