Back to GetFilings.com
Form 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended September 1, 2001
_________________________
Commission File Number 1-6807
FAMILY DOLLAR STORES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 56-0942963
______________________________________ ________________________________________
(State of incorporation) (I.R.S. Employer Identification Number)
10401 Old Monroe Road
Matthews, North Carolina 28105
(Address of principal executive offices)
P.O. Box 1017
Charlotte, North Carolina 28201-1017
(Mailing Address)
Registrant's telephone number, including area code
704-847-6961
_________________________
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
______________________________________ ______________________________________
Common Stock, $.10 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant based on the closing price of these shares on
the New York Stock Exchange on November 1, 2001, was approximately
$4,547,000,000.
The number of shares of the registrant’s Common Stock outstanding as of
November 1, 2001, was 172,391,464.
DOCUMENTS INCORPORATED BY REFERENCE
Incorporated Documents
(To the extent indicated herein) Location in Form 10-K
______________________________________ ______________________________________
Annual Report to Stockholders for the Part II (Items 5, 6, 7 and 8)
fiscal year ended September 1, 2001 Part IV (Item 14)
Proxy Statement dated November 21, 2001 Part III (Items 10, 11, 12 and 13)
for the Annual Meeting of Stockholders
PART I
ITEM 1. BUSINESS
The original predecessor of Family Dollar Stores, Inc., was organized in
1959 to operate a self-service retail store in Charlotte, North Carolina. In
subsequent years, additional stores were opened, and separate corporations
generally were organized to operate these stores. Family Dollar Stores, Inc.
(together with its direct and indirect subsidiaries and related entities
referred to herein as the "Company"), was incorporated in Delaware in 1969, and
all existing corporate entities became wholly-owned subsidiaries. Additional
stores continued to be opened and operated in direct and indirect subsidiaries
and related entities. Four indirect subsidiaries organized as North Carolina
corporations provide distribution, trucking, operations, marketing and other
services to the Company.
The Company operates a chain of self-service retail discount stores. As of
November 1, 2001, there were 4,198 stores in 39 states and the District of
Columbia as follows:
Texas 477 Alabama 141 Arizona 40
Ohio 262 Indiana 132 Colorado 36
North Carolina 258 Illinois 111 Connecticut 36
Florida 233 Arkansas 97 Minnesota 26
Georgia 232 Mississippi 93 Iowa 23
New York 186 West Virginia 93 Kansas 22
Virginia 182 Oklahoma 87 Delaware 20
Pennsylvania 180 Wisconsin 74 Maine 18
Tennessee 176 Missouri 70 New Hampshire 18
Michigan 173 Massachusetts 68 Nebraska 16
Kentucky 156 Maryland 60 Rhode Island 14
South Carolina 149 New Jersey 43 Vermont 7
Louisiana 142 New Mexico 43 South Dakota 3
District of Columbia 1
The number of stores operated by the Company at the end of each of its last
five fiscal years is as follows: 2,767 stores on August 31, 1997; 3,017 stores
on August 29, 1998; 3,324 stores on August 28, 1999; 3,689 stores on August 26,
2000; and 4,141 stores on September 1, 2001.
During the fiscal year ended September 1, 2001, 50 stores were closed, 79
stores were relocated within the same shopping center or market area, 131 stores
were expanded in size and 184 stores were renovated. All of the stores are
occupied under leases, except 221 stores owned by the Company. (See "Properties"
herein.) The Company has announced plans to open approximately 525 stores and
close approximately 50 stores during the current fiscal year. Such plans are
continually reviewed and subject to change. From September 2, 2001, through
November 1, 2001, the Company opened 78 new stores, closed 21 stores, relocated
10 stores, expanded 18 stores and renovated 15 stores.
As of November 1, 2001, the Company had in the aggregate approximately
34,300,000 square feet of total store space (including receiving rooms and other
non-selling areas). The typical store has approximately 7,000 to 9,000 square
feet of total area. The stores are in both rural and urban areas, and they are
typically freestanding or located in shopping centers with adequate parking
available. There also are storefront locations in urban markets. In the current
fiscal year, the Company continues to open large numbers of new stores in small
towns and rural areas, but increased emphasis is being given to potential
locations in those urban markets where the Company has experienced success. All
stores are similar in appearance and display highly visible red and white
"Family Dollar Stores" or "Family Dollar" signs.
The Company's stores are operated on a self-service, cash-and- carry basis,
and low overhead permits the sale of merchandise at a relatively moderate
markup. During the fiscal year ended August 31, 1994, the Company began to
change its merchandising strategy from promotional pricing to everyday low
prices. Prices were reduced on many items and everyday low pricing was
implemented in all stores in the fiscal year ended August 31, 1995. No single
store accounted for more than one-tenth of one percent of sales during the
fiscal year ended September 1, 2001. Most of the stores are open six evenings a
week, and many are open on Sunday afternoons.
The stores offer a variety of hardlines and softlines merchandise.
Hardlines merchandise includes primarily household chemical and paper products,
health and beauty aids, candy, snack and other food, electronics, housewares and
giftware, toys, stationery and school supplies, seasonal goods, hardware and
automotive supplies. Softlines merchandise includes men's, women's, boys',
girls' and infants' clothing, shoes, and domestic items such as blankets, sheets
and towels. During the fiscal year ended September 1, 2001, hardlines accounted
for approximately 74.5% of the Company's sales. Softlines accounted for
approximately 25.5% of sales (with hanging apparel and shoes representing 13.4%,
basic apparel 4.9% and domestics 7.2%).
During the fiscal year ended September 1, 2001, nationally advertised brand
merchandise accounted for approximately 31% of sales, Family Dollar label
merchandise accounted for approximately 5% of sales and merchandise sold under
other labels, or which was unlabeled, accounted for the balance of sales.
Irregular merchandise accounted for less than one-half of 1% of sales during
such period. The Company does not accept credit cards or extend credit.
During the fiscal year ended September 1, 2001, the Company continued to
adjust the merchandise selection in the stores. In recent years, more hardline
consumables, including brand names, have been added. To make room for the
additional hardlines, beginning in May 2000, space allocated to hanging apparel
was reduced by about 15% to 20%. New fixtures were installed in departments such
as giftware, artificial flowers and 2 for $1 greeting cards and aisles were
widened. This space reallocation program was completed in October 2000.
Subsequently, in the fourth quarter of the fiscal year ended September 1, 2001,
the Company began reducing space allocated to shoes. The reduction of shoe
inventories is continuing in the current fiscal year, with more hardline
consumables taking the space previously allocated to shoes.
The Company has a policy of uniform pricing of most items in its stores. A
limited amount of merchandise in stores in the most competitive markets carries
lower prices and in stores in the least competitive markets with higher
operating costs carries higher prices. Most items of merchandise are priced
under $10.00. The Company advertises through circulars which are inserted in
newspapers or mailed directly to consumers' residences. As part of the Company's
plan to reduce expenses to support the program of price reductions on
merchandise in its stores, in the fiscal year ended August 31, 1995, the number
of advertising circulars distributed to consumers' homes or inserted in
newspapers was cut from 22 to 15. In the fiscal year ended August 31, 1996, the
number of advertising circulars distributed was reduced from 15 to 14. In the
fiscal years ended August 31, 1997, August 29, 1998, August 28, 1999, August 26,
2000, and September 1, 2001, 14, 9, 5, 5 and 3 advertising circulars,
respectively, were distributed. Circulars that are passed out in the stores also
continue to be utilized. Most items in the circulars are advertised at the
regular everyday low price.
The Company purchases its merchandise from approximately 1,800 suppliers
and generally has not experienced difficulty in obtaining adequate quantities of
merchandise. Approximately 57% of the merchandise is manufactured in the United
States and substantially all such merchandise is purchased directly from the
manufacturer. Purchases of imported merchandise are made directly from the
manufacturer or from importers. No single supplier accounted for more than 5% of
the merchandise sold by the Company in the fiscal year ended September 1, 2001.
Each of the Company's 17 buyers specializes in the purchase of specific
categories of goods.
During the fiscal year ended September 1, 2001, approximately 3% of the
merchandise purchased by the Company was shipped directly to its stores by the
manufacturer or importer. Most of the balance of the merchandise was received at
the Company's Distribution Centers in Matthews, North Carolina, West Memphis,
Arkansas, Warren County, Virginia, Duncan, Oklahoma, and Rowan County, Kentucky.
Merchandise is delivered to the stores from the Company's Distribution Centers
by Company-owned trucks and by common and contract carriers. During the fiscal
year ended September 1, 2001, approximately 80% of the merchandise delivered was
by common or contract carriers. As of September 1, 2001, the approximate average
distance between the Distribution Centers and the stores served by each facility
was as follows:
Number of Average
Distribution Center Stores Served Distance
------------------- ------------- ------------
Matthews, NC 842 281
West Memphis, AR 828 350
Warren County, VA 825 293
Duncan, OK 824 408
Rowan County, KY 822 251
----- -----
Totals 4,141 317
The business in which the Company is engaged is highly competitive. The
principal competitive factors include location of stores, price and quality of
merchandise, in-stock consistency, merchandise assortment and presentation, and
customer service. The Company competes for sales and store locations in varying
degrees with national, regional and local retailing establishments, including
department stores, discount stores, variety stores, dollar stores, discount
clothing stores, drug stores, grocery stores, convenience stores, outlet stores,
warehouse stores and other stores. Many of the largest retail merchandising
companies in the nation have stores in areas in which the Company operates. The
relatively small size of the Company's stores permits the Company to open new
units in rural areas and small towns, as well as in large urban centers, in
locations convenient to the Company's low and middle income customer base. As
the Company's sales are focused on low priced, basic merchandise, the stores
offer customers a reasonable selection of competitively priced merchandise
within a relatively narrow range of price points.
Generally, in a typical store the highest monthly volume of sales occurs in
December, and the lowest monthly volume of sales occurs in January and February.
The Company maintains a substantial variety and depth of basic and seasonal
merchandise inventory in stock in its stores (and in distribution centers for
weekly store replenishment) to attract customers and meet their shopping needs.
Vendors' trade payment terms are negotiated to help finance the cost of carrying
this inventory. The Company must balance the value of maintaining high inventory
levels to meet customers' demands with the potential cost of having inventories
at levels that exceed such demands and that may be marked down in price in order
to sell.
The Company is implementing a fully integrated system to improve inventory
management from the time the purchase order is placed with the supplier to the
time the customer purchases the goods at the cash register. In the initial
phases of this project the Company has upgraded all point-of-sale equipment;
formed an inventory control department; shifted to by item inventory counts at
all stores; and implemented a new inventory management system and a new demand
forecasting system for replenishment of distribution systems. In the spring of
2002, the Company will begin utilizing new software for automatic store
replenishment of basic merchandise and for forecast based allocation of
non-basic merchandise. These two systems will give the Company improved tools
which over time will help keep the stores in an optimum merchandise in-stock
position, reduce markdowns and improve inventory turnover.
The Company has registered with the U. S. Patent and Trademark Office the
name "Family Dollar Stores" as a service mark.
On September 1, 2001, the Company had approximately 18,000 full-time
employees and approximately 18,000 part-time employees. None of the Company's
employees are covered by collective bargaining agreements. The Company considers
its employee relations to be good.
ITEM 2. PROPERTIES
As of November 1, 2001, the Company operated 4,198 stores in 39 states and
the District of Columbia. See "Business" herein. With the exception of 221
stores owned by the Company, all of the Company's stores were occupied under
lease. Most of the leases are for fixed rentals. A large majority of the leases
contain provisions which may require additional payments based upon a percentage
of sales or property taxes, insurance premiums or common area maintenance
charges.
Of the Company's 3,977 leased stores at November 1, 2001, all but 274
leases contain options to renew for additional terms; in most cases for a number
of successive five-year periods. The following table sets forth certain data, as
of November 1, 2001, concerning the expiration dates of all leases with renewal
options:
Approximate Number of Approximate Number of
Leases Expiring Leases Expiring
Assuming No Exercise Assuming Full Exercise
Fiscal Years of Renewal Options of Renewal Options
------------ ---------------------- ----------------------
2002 523 0
2003-2005 2,103 5
2006-2008 766 189
2009-2011 311 270
2012 and thereafter 0 3,239
Of the 221 Company-owned stores, 52 are located in Texas, 18 in North
Carolina, 17 in Indiana, 15 in Georgia, 12 in Virginia, 11 in Illinois, 10 each
in Ohio and Oklahoma, 8 in Arizona, 7 each in Michigan and Tennessee, 6 each in
Arkansas, Florida and West Virginia, 5 each in Kentucky and Louisiana, 4 each in
Alabama, Iowa, New Mexico and South Carolina, 3 in Minnesota, 2 each in
Mississippi and Missouri, and one each in Kansas, Nebraska and New Jersey. In
these owned stores, there are approximately 1,780,000 total square feet of
space.
The Company also owns its Executive Offices and Distribution Center located
on a 64.5 acre tract of land in Matthews, North Carolina, just outside of
Charlotte, in a building containing approximately 810,000 square feet.
Approximately 740,000 square feet are used for the Distribution Center which
includes receiving, warehousing and shipping facilities, and approximately
70,000 square feet are used for Executive Offices.
The Company owns a second full-service distribution center located on a 75
acre tract of land in West Memphis, Arkansas, in a building containing
approximately 850,000 square feet. This facility became operational in the
spring of 1994 with 550,000 square feet of space, and a 300,000 square foot
addition was substantially completed by the end of the Company's fiscal year on
August 31, 1996.
The Company owns a third full-service distribution center located on a 75
acre tract of land in Warren County, Virginia, in a building containing
approximately 907,000 square feet. This facility became operational in January
1998.
The Company owns a fourth full-service distribution center located on a 85
acre tract of land in Duncan, Oklahoma, in a building containing approximately
907,000 square feet. This facility became operational in July 1999.
The Company owns a fifth full-service distribution center located on a 93.5
acre tract of land in Rowan County, Kentucky, in a building containing
approximately 907,000 square feet. This facility became operational in June
2000.
The Company began construction of a sixth full-service distribution center
in the spring of 2001 on a 74 acre tract of land owned by the Company in
Maquoketa, Iowa. The building will contain approximately 907,000 square feet and
is expected to be operational by the spring of 2002.
In November 1999, the Company purchased a 43.5 acre tract of land and the
improvements thereon in Matthews, North Carolina, adjacent to the Company's
existing Executive Offices and Distribution Center. The improvements include a
building with approximately 95,000 square feet of office space and approximately
190,000 square feet of distribution space.
The Company owns and operates a fleet of tractor-trailers and trucks to
distribute merchandise to some of its stores.
ITEM 3. LEGAL PROCEEDINGS
The Company knows of no material pending legal proceedings, other than
ordinary routine litigation incidental to the business, to which the Company is
a party or of which any of its property is subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted during the fourth quarter of the fiscal
year ended September 1, 2001, to a vote of security holders through the
solicitation of proxies or otherwise.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The following information is furnished with respect to each of the
executive officers of the Company as of November 1, 2001:
Name Position and Office Age
- --------------------------------------------------------------------------------
Leon Levine (1) Chairman of the Board 64
Howard R. Levine (2) President and 42
Chief Executive Officer
R. James Kelly (3) Vice Chairman and 54
Chief Financial and
Administrative Officer
R. David Alexander, Jr. (4) Executive Vice President and 44
Chief Operating Officer
George R. Mahoney, Jr. (5) Executive Vice President- 59
General Counsel and Secretary
Bruce E. Barkus (6) Senior Vice President- 48
Store Operations
Charles S. Gibson, Jr. (7) Senior Vice President- 40
Distribution and Logistics
Gilbert A. LaFare (8) Senior Vice President- 55
Real Estate
Samuel N. McPherson (9) Senior Vice President- 56
Human Resources
Irving Neger (10) Senior Vice President- 50
Softlines
Albert S. Rorie (11) Senior Vice President- 51
Information Technology
John J. Scanlon (12) Senior Vice President- 52
Merchandising and Advertising
C. Martin Sowers (13) Senior Vice President- 43
Finance
_____________________
(1) Mr. Leon Levine founded the Company’s business in 1959 and was
its President, Chief Executive Officer and Treasurer from 1959 until
September 1977 when he was elected Chairman of the Board, Chief
Executive Officer and Treasurer. He served in these positions until
August 1998 when he resigned as Chief Executive Officer and Treasurer.
Leon Levine retains the position of Chairman of the Board. He is the
father of Howard R. Levine.
(2) Mr. Howard R. Levine was employed by the Company in various capacities
in the Merchandising Department from 1981 to 1987, including
employment as Senior Vice President-Merchandising and Advertising.
From 1988 to 1992, Mr. Levine was President of Best Price Clothing
Stores, Inc., a chain of ladies’ apparel stores. From 1992 to
April 1996, he was self-employed as an investment manager. He rejoined
the Company in April 1996, and was elected Vice President-General
Merchandise Manager: Softlines in April 1996, Senior Vice
President-Merchandising and Advertising in September 1996, President
and Chief Operating Officer in April 1997, and Chief Executive Officer
in August 1998. He is the son of Leon Levine.
(3) Mr. R. James Kelly was employed by the Company as Vice Chairman-Chief
Financial and Administrative Officer in January 1997. For more than
five years prior to his employment by the Company, he was a partner
with PricewaterhouseCoopers LLP.
(4) Mr. R. David Alexander, Jr. was employed by the Company as Senior Vice
President-Distribution and Transportation in August 1995, and was
promoted to Senior Vice President-Distribution and Logistics in
September 1997, to Executive Vice President-Supply Chain and Real
Estate in October 1999, and to Executive Vice President and Chief
Operating Officer in August 2000.
(5) Mr. George R. Mahoney, Jr. was employed by the Company as General
Counsel in October 1976. He was elected Vice President-General Counsel
and Secretary in April 1977, Senior Vice President-General Counsel and
Secretary in January 1984 and Executive Vice President-General Counsel
and Secretary in October 1991.
(6) Mr. Bruce E. Barkus was employed by the Company in August 1999 as Vice
President-Store Operations, and was promoted to Senior Vice
President-Store Operations in June 2000. Prior to his employment by
the Company, he was employed by Eckerd Corporation, a chain of drug
stores, from 1978 to August 1999, where his last position was Regional
Vice President.
(7) Mr. Charles S. Gibson, Jr. was employed by the Company as Vice
President-Logistics in September 1997, and was promoted to Senior Vice
President-Distribution and Logistics in October 1999. Prior to his
employment by the Company, he was employed by Campo Electronics,
Appliances and Computers, Inc. (“Campo”), a regional chain
of electronics stores, from November 1994 to August 1997, where his
last position was Chief Operating Officer and his previous position
was Vice President-Logistics and Operations. Campo filed a petition
under Chapter 11 of the Federal bankruptcy laws in June 1997.
(8) Mr. Gilbert A. LaFare was employed by the Company as Vice
President-Real Estate in August 1992 and was promoted to Senior Vice
President-Real Estate in September 2000.
(9) Mr. Samuel N. McPherson was employed by the Company as Senior Vice
President-Human Resources in August 1999. Prior to his employment by
the Company, he was employed by Raley’s, a supermarket and
pharmacy retailer, from 1990 to August 1999, where his last position
was Executive Vice President and Chief Human Resources Officer.
(10) Mr. Irving Neger was employed by the Company in September 2000 as
Senior Vice President-Softlines. Prior to his employment by the
Company, he was employed by Pennsylvania Fashions, a chain of retail
apparel stores, from 1995 to August 2000, where his last position was
Senior Vice President-Merchandising.
(11) Mr. Albert S. Rorie was employed by the Company in various capacities
in the Data Processing area from March 1973 through January 1981,
including employment as Director of Data Processing. Mr. Rorie was
self-employed as a data processing consultant from January 1981
through May 1982, when he rejoined the Company and was elected Vice
President-Data Processing. He was elected Senior Vice President-Data
Processing in January 1988 and Senior Vice President-Information
Technology in September 1997.
(12) Mr. John J. Scanlon was employed by the Company as Divisional Vice
President in March 1992. Mr. Scanlon was elected Vice
President-General Merchandise Manager: Hardlines in April 1996, and
was elected Senior Vice President-Merchandising and Advertising in
June 1998.
(13) Mr. C. Martin Sowers was employed by the Company as an Accountant in
October 1984 and was promoted to Assistant Controller in January 1985.
He was elected Controller in January 1986, Vice President-Controller
in July 1989 and Senior Vice President-Finance in December 1991.
All executive officers of the Company are elected by and serve at the
pleasure of the Board of Directors.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The information required by this item is included in the Company's
Annual Report to Stockholders for the fiscal year ended September 1, 2001, on
page 16 under the captions "Market Price and Dividend Information" and "Market
Prices and Dividends" and is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is included in the Company's
Annual Report to Stockholders for the fiscal year ended September 1, 2001, on
pages 14 and 15 under the caption "Summary of Selected Financial Data" and is
incorporated herein by reference. The Company did not have any long-term debt at
the end of each of its last five fiscal years.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this item is included in the Company's
Annual Report to Stockholders for the fiscal year ended September 1, 2001, on
pages 14 through 16 under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and is incorporated herein by
reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
The Company is subject to market risk from exposure to changes in
interest rates based on its financing, investing and cash management activities.
The Company maintains unsecured revolving credit facilities at variable interest
rates to meet the short-term needs of its expansion program and seasonal
inventory increases.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is included in the Company's
Annual Report to Stockholders for the fiscal year ended September 1, 2001, on
pages 17 through 24 and is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item as to the Company's directors
and compliance by the Company's directors, executive officers and certain
beneficial owners of the Company's Common Stock with Section 16(a) of the
Securities Exchange Act of 1934 is included in the Company's proxy statement
dated November 21, 2001, on pages 5 through 8 under the caption "Election of
Directors" and on page 19 under the caption "Section 16(a) Beneficial Ownership
Reporting Compliance" and is incorporated herein by reference. The information
required by this item as to executive officers is included in Item 4A in Part I
of this report.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is included in the Company's
proxy statement dated November 21, 2001, on pages 9 through 17 under the caption
"Executive Compensation" and is incorporated herein by reference, except that
the "Report of the Audit Committee of the Board of Directors" on pages 15 and 16
is not incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is included in the Company's
proxy statement dated November 21, 2001, on pages 3 through 5 under the caption
"Ownership of the Company's Securities" and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is included in the Company's
proxy statement dated November 21, 2001, on page 17 under the caption "Related
Transactions" and is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report:
1 and 2. Financial Statements and Financial Statement Schedules:
The consolidated financial statements of Family Dollar Stores, Inc.,
and subsidiaries which are incorporated by reference to the Annual
Report to Stockholders for the fiscal year ended September 1, 2001,
are set forth in the index on page 18 of this report.
All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required
under the related instructions, are inapplicable or the information is
included in the consolidated financial statements, and therefore, have
been omitted.
The financial statements of Family Dollar Stores, Inc. (Parent
Company) are omitted because the registrant is primarily a holding
company and all subsidiaries included in the consolidated financial
statements being filed, in the aggregate, do not have minority equity
and/or indebtedness to any person other than the registrant or its
consolidated subsidiaries in amounts which together exceed 5 percent
of the total assets as shown by the most recent year-end consolidated
balance sheet.
3. Exhibits:
Exhibits incorporated by reference:
3(a) (i) Certificate of Incorporation, dated November 24, 1969,
(filed as Exhibit 3(a) to the Company's Registration
Statement on Form S-1, No. 2-35468).
(ii) Certificate of Amendment, dated February 2, 1972, of
Certificate of Incorporation (filed as Exhibit 3(a)(ii) to
the Company's Form 10-K (File No. 1-6807) for the year ended
August 31, 1980).
(iii) Certificate of Amendment, dated January 23, 1979, of
Certificate of Incorporation (filed as Exhibit 2 to the
Company's Form 10-Q (File No. 1-6807) for the quarter ended
February 28, 1979).
(iv) Certificate of Amendment, dated January 20, 1983, of
Certificate of Incorporation (filed as Exhibit 4(iv) to the
Company's Registration Statement on Form S-3, No. 2-85343).
(v) Certificate of Amendment, dated January 16, 1986, of
Certificate of Incorporation (filed as Exhibit 3(a)(v) to
the Company's Form 10-K (File No. 1-6807) for the year ended
August 31, 1986).
(vi) Certificate of Amendment, dated January 15, 1987, of
Certificate of Incorporation (filed as Exhibit 3(a)(vi) to
the Company's Form 10-K (File No. 1-6807) for the year ended
August 31, 1987).
(vii) Certificate of Amendment, dated January 15, 1998, of
Certificate of Incorporation (filed as Exhibit 3.1 to the
Company’s Registration Statement on Form S-8, No.
333-48751).
(b) By-Laws, as amended on August 19, 1998 (filed as Exhibit
3(b) to the Company’s Form 10-K (File No. 1-6807) for the
year ended August 29, 1998).
* 10 (i) Incentive Profit Sharing Plan amended as of January 16, 1997
(filed as Exhibit 10(ii) to the Company's Form 10-Q
(File No. 1-6807) for the quarter ended February 28, 1997).
* 10 (ii) 1989 Non-Qualified Stock Option Plan, amended as of
January 15, 1998 (filed as Exhibit 99.1 to the Company's
Registration Statement on Form S-8, No. 333-48751).
* 10 (iii) Family Dollar Employee Savings and Retirement Plan and Trust
amended and restated as of January 1, 1987 (filed as Exhibit
10 (viii) to the Company's Form 10-K (File No. 1-6807)
for the year ended August 31, 1995).
* 10 (iv) Amendment No. One dated January 15, 1996, to Family Dollar
Employee Savings and Retirement Plan and Trust
(filed as Exhibit 10(v) to the Company’s Form 10-K
(File No. 1-6807) for the year ended August 31, 1996).
* 10 (v) Amendment No. 2, dated January 15, 1998, to Family Dollar
Employee Savings and Retirement Plan and Trust
(filed as Exhibit 10(ii) to the Company’s Form 10-Q
(File No. 1-6807) for the quarter ended February 28, 1998).
* 10 (vi) Amendment No. 3, dated March 19, 1998, to Family Dollar
Employee Savings and Retirement Plan and Trust
(filed as Exhibit 10(iii) to the Company’s Form 10-Q
(File No. 1-6807) for the quarter ended February 28, 1998).
* 10 (vii) Trust Agreement between Merrill Lynch Trust Company of North
Carolina, as Trustee, and the Company and Family Dollar,
Inc., as Employer, with respect to Family Dollar Employee
Savings and Retirement Plan and Trust (filed as Exhibit 10
to the Company’s Form 10-Q (File No. 1-6807) for the quarter
ended May 31, 1998.)
* 10 (viii) Family Dollar 2000 Outside Directors Plan, as amended as of
January 18, 2001, (filed as Exhibit 10(ii) to the Company’s
Form 10-Q (File No. 1-6807) for the quarter ended March 3,
2001).
10 (ix) Amended and Restated Credit Agreement, dated as of May 31,
2001, between the Company and Family Dollar, Inc., as
Borrower, and Bank of America, N.A. (filed as Exhibit 10 to
the Company’s Form 10-Q (File No. 1-6807) for the quarter
ended June 2, 2001).
* 10 (x) Employment Agreement dated December 17, 1996, between the
Company and R. James Kelly (filed as Exhibit 10(i) to the
Company’s Form 10-Q (File No. 1-6807) for the quarter ended
February 28, 1997).
* 10 (xi) Amendment dated June 21, 1999, to the Employment Agreement
dated December 17, 1996, between the Company and R. James
Kelly (filed as Exhibit 10(ii) to the Company’s Form 10-K
(File No. 1-6807) for the year ended August 28, 1999).
* 10 (xii) Employment Agreement dated April 29, 1997, between the
Company and Howard R. Levine (filed as Exhibit 10(i) to the
Company’s Form 10-Q (File No. 1-6807) for the quarter ended
May 31, 1997).
* 10 (xiii) Amendment dated August 28, 1997, to the Employment
Agreement dated April 29, 1997, between the Company
and Howard R. Levine (filed as Exhibit 10(i) to the
Company’s Form 10-K (File No. 1-6807) for the year ended
August 31, 1997).
* 10 (xiv) Amendment dated August 29, 1999, to the Employment Agreement
dated April 29, 1997, as amended, between the Company and
Howard R. Levine (filed as Exhibit 10(i) to the Company’s
Form 10-K (File No. 1-6807) for the year ended August 28,
1999).
* 10 (xv) Amendment dated August 27, 2000, to the Employment Agreement
dated April 29, 1997, as amended, between the Company and
Howard R. Levine (filed as Exhibit 10(i) to the Company’s
Form 10-K (File No. 1-6807) for the year ended August 26,
2000).
* 10 (xvi) Employment Agreement dated August 25, 2000, between the
Company and R. David Alexander, Jr. (filed as Exhibit 10(ii)
to the Company’s Form 10-K (File No. 1-6807) for the year
ended August 26, 2000).
Exhibits filed herewith:
10 (i) Credit Agreement, dated as of August 7, 2001, between the
Company and Family Dollar, Inc., as Borrower, and First
Union National Bank.
* 10 (ii) Amendment dated September 2, 2001, to the Employment
Agreement dated April 29, 1997, as amended, between the
Company and Howard R. Levine.
* 10 (iii) Amendment dated September 2, 2001, to the Employment
Agreement dated December 17, 1996, as amended, between the
Company and R. James Kelly.
* 10 (iv) Amendment dated September 2, 2001, to the Employment
Agreement dated August 25, 2000, between the Company and
R. David Alexander, Jr.
11 Statement Re: Computations of Per Share Earnings.
13 Annual Report to Stockholders for the fiscal year ended
September 1, 2001 (only those portions specifically
incorporated by reference herein shall be deemed filed).
21 Subsidiaries of the Company.
* Exhibit represents a management contract or compensatory plan.
(b) No reports on Form 8-K have been filed by the Company during
the last quarter of the period covered by this report.
FAMILY DOLLAR STORES, INC., AND SUBSIDIARIES
Index
The consolidated financial statements of Family Dollar Stores, Inc., and
subsidiaries together with the report of PricewaterhouseCoopers LLP incorporated
in this report appear on the following pages of the Annual Report to
Stockholders for the fiscal year ended September 1, 2001.
Page of the
Annual Report
Report of Independent Accountants 17
Consolidated Statements of Income 17
Consolidated Balance Sheets 18
Consolidated Statements of Shareholders'
Equity 19
Consolidated Statements of Cash Flows 20
Notes to Consolidated Financial Statements 21-24
___________________
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.
FAMILY DOLLAR STORES, INC.
(Registrant)
Date November 16, 2001 By Howard R. Levine
Howard R. Levine
President (Chief Executive Officer)
___________________
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the registrant and in the
capacities and on the date indicated.
Signature Title Date
Leon Levine Chairman of the Board and November 16, 2001
Leon Levine Director
Howard R. Levine President and Director November 16, 2001
Howard R. Levine (Chief Executive Officer)
R. James Kelly Vice Chairman-Chief November 16, 2001
R. James Kelly Financial Officer
and Director (Principal
Financial Officer)
R. David Alexander, Jr. Executive Vice President November 16, 2001
R. David Alexander, Jr. and Director (Chief
Operating Officer)
George R. Mahoney, Jr. Executive Vice President November 16, 2001
George R. Mahoney, Jr. and Director
C. Martin Sowers Senior Vice President- November 16, 2001
C. Martin Sowers Finance (Principal
Accounting Officer)
Mark R. Bernstein Director November 16, 2001
Mark R. Bernstein
Sharon Allred Decker Director November 16, 2001
Sharon Allred Decker
James H. Hance, Jr. Director November 16, 2001
James H. Hance, Jr.
James G. Martin Director November 16, 2001
James G. Martin