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1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10-K/A (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED APRIL 28, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO ____________ . COMMISSION FILE NUMBER 0-27130 NETWORK APPLIANCE, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 77-0307520 (STATE OR OTHER JURISDICTION OF INCORPORATION OR (IRS EMPLOYER IDENTIFICATION NO.) ORGANIZATION) 495 EAST JAVA DRIVE, SUNNYVALE, CALIFORNIA 94089 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 822-6000 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED ------------------- ------------------------------------ NONE NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK (NO PAR VALUE) 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 a 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. [ ] The aggregate market value of voting stock held by non-affiliates of the Registrant, as of May 26, 2000, was $18,217,977,594 (based on the closing price for shares of the Registrant's common stock as reported by the Nasdaq National Market for the last trading day prior to that date). Shares of common stock held by each executive officer, director, and holder of 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. On May 26, 2000, 312,417,087 shares of the Registrant's common stock, no par value, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE The information called for by Part III is incorporated by reference from the definitive Proxy Statement for our annual meeting of shareholders to be held on October 11, 2000, which will be filed with the Securities and Exchange Commission not later than 120 days after April 28, 2000. - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------

2 (a)(2) Financial Statement Schedule. The following financial statement schedule of the Company is filed in Part IV, Item 14(d) of this Annual Report on Form 10-K: Schedule II -- Valuation and Qualifying Accounts All other schedules have been omitted since the required information is not present in amounts sufficient to require submission of the schedule or because the information required is included in the consolidated financial statements or notes thereto. (a)(3) Exhibits. EXHIBIT NUMBER DESCRIPTION - ---------- ----------- 2.1(1) Agreement and Plan of Reorganization, dated as of March 17, 1997, between the Company and IMC, a California corporation 2.2(1) Agreement of Merger between the Company and IMC as filed with the California Secretary of State on March 17, 1997 3.1(2) Restated Articles of Incorporation of the Company 3.2(3) Bylaws of the Company 3.3(8) Amendment to the Restated Articles of Incorporation of the Company, filed December 18, 1997 3.4(11) Certificate of Amendment to the Restated Articles of Incorporation of the Company 4.1(3) Reference is made to Exhibits 3.1 and 3.2 4.2(3) Specimen Common Stock certificate 4.3(3) Amended and Restated Investors' Rights Agreement, dated September 23, 1994, among the Company and the investors and the founders named therein, as amended 4.4(3) Amended and Restated Shareholders Agreement, dated September 23, 1994, among the Company and the employee holders and the Preferred Stock investors named therein 4.5(3) Forms of Warrants to Purchase Shares of Series A and Series C Preferred Stock 10.1*(3) Distributor Agreement, dated June 1, 1993, by and among the Company, Itochu Corporation and CTC Supply Sales 10.2(3) Forms of Indemnification Agreements entered into between the Company and its directors and officers 10.3(3) The Company's 1993 Stock Option/Stock Issuance Plan 10.4(3) The Company's 1993 Stock Incentive Plan 10.5(3) The Company's Employee Stock Purchase Plan 10.6(3) Series C Preferred Stock and Common Stock and Warrant to Purchase Series C Preferred Stock Purchase Agreement, dated September 23, 1994, among the Company and the purchasers named therein 10.7(3) Office lease dated October 21, 1993, between the Company and Vanni Business Park General Partnership ("Vanni") and Office Lease Agreement, dated October 20, 1994, between the Company and Vanni 10.8(3) Agreement dated June 19, 1995, between the Company and Imperial Bank, as amended, Promissory Note issued thereunder and ancillary documents 10.9(3) Settlement Agreement and General Release, dated June 28, 1995, between the Company and Michael Malcolm 10.10(3) Security and Loan Agreement, Credit Terms and Conditions and General Security Agreement between the Company and Imperial Bank, dated August 31, 1994, as amended 10.11(4) Facility sublease, dated August 9, 1996, by and between S3, Inc. and the Company 10.12(5) The Company's Amended 1995 Stock Incentive Plan 10.13(5) The Company's Special Non-Officer Stock Option Plan 10.14(6) Facility lease, dated August 18, 1997, by and between the McCandless -- San Tomas No. 2 and the Company 42

3 EXHIBIT NUMBER DESCRIPTION - ---------- ----------- 10.15(8) Agreement of Purchase and Sale, dated June 11, 1998, by and between 495 Java Drive Associates, L.P. and the Company 10.16(8) Operating lease agreement, dated June 11, 1998, by and between 475 Java Drive Associates L.P. and the Company 10.17(8) Purchase Option Agreement, dated June 11, 1998, by and between 475 Java Drive Associates L.P. and the Company 10.18(8) Line of credit agreement dated July 10, 1998, between the Company and Wells Fargo Bank, National Association 10.19(9) Purchase and Sale Agreement, dated August 5, 1998, by and between Martin/Crossman, LLC and the Company. 10.20*(10) OEM Distribution and License Agreement, dated October 27, 1998, by and between Dell Products L.P. and the Company 10.21(11) Amended Purchase and Sale Agreement, dated December 9, 1998, by and between Martin/ Crossman, LLC and the Company. 10.22(11) Amended Purchase and Sale Agreement, dated December 21, 1998, by and between 495 Java Drive Associates. L.P. and the Company. 10.23(11) Lease Agreement, dated January 20, 1999, by and between BNP Leasing Corporation and the Company 10.24(11) Purchase Agreement, dated January 20, 1999, by and between BNP Leasing Corporation and the Company 10.25(11) Pledge Agreement, dated January 20, 1999, by and between BNP Leasing Corporation, Bank Nationale De Paris and the Company 10.26(11) OEM Distribution and License Agreement, dated November 6, 1998, by and between Fujitsu Limited and the Company 10.27(12) Construction Management Agreement (Phase II -- Improvements), dated May 3, 1999, by and between BNP Leasing Corporation and the Registrant 10.28(12) Lease Agreement (Phase II -- Improvements), dated May 3, 1999, by and between BNP Leasing Corporation and the Registrant 10.29(12) Lease Agreement (Phase II -- Land), dated May 3, 1999, by and between BNP Leasing Corporation and the Registrant 10.30(12) Pledge Agreement (Phase II -- Land), dated May 3, 1999, by and between BNP Leasing Corporation and the Registrant 10.31(12) Pledge Agreement (Phase II -- Improvements), dated May 3, 1999, by and between BNP Leasing Corporation and the Registrant 10.32(12) Purchase Agreement (Phase II -- Land), dated May 3, 1999, by and between BNP Leasing Corporation and the Registrant 10.33(12) Purchase Agreement (Phase II -- Improvements), dated May 3, 1999, by and between BNP Leasing Corporation and the Registrant 10.34(12) Construction Management Agreement (Phase III -- Improvements), dated June 16, 1999, by and between BNP Leasing Corporation and the Registrant 10.35(12) Lease Agreement (Phase III -- Improvements), dated June 16, 1999, by and between BNP Leasing Corporation and the Registrant 10.36(12) Lease Agreement (Phase III -- Land), dated June 16, 1999, by and between BNP Leasing Corporation and the Registrant 10.37(12) Pledge Agreement (Phase III -- Land), dated June 16, 1999, by and between BNP Leasing Corporation and the Registrant 10.38(12) Pledge Agreement (Phase III -- Improvements), dated June 16, 1999, by and between BNP Leasing Corporation and the Registrant 10.39(12) Purchase Agreement (Phase III -- Land), dated June 16, 1999, by and between BNP Leasing Corporation and the Registrant 10.40(12) Purchase Agreement (Phase III -- Improvements), dated June 16, 1999, by and between BNP Leasing Corporation and the Registrant 43

4 EXHIBIT NUMBER DESCRIPTION - ---------- ----------- 10.41(13) Purchase and Sale Agreement, dated September 9, 1999, by and between Trinet Essential Facilities XII, Inc., and the Company 10.42(13) Agreement of Assignment of Lease, dated September 3, 1999 by and between Lockheed Martin Corporation, and the Company 10.43(14) Industrial Lease Agreement, dated December 20, 1999 between TRW Inc. and the Company in connection with 1347 Crossman Avenue in Sunnyvale, California 10.44(14) Industrial Lease Agreement, dated December 20, 1999 between TRW Inc. and the Company in connection with 1350 Geneva Drive in Sunnyvale, California 10.45(14) Industrial Lease Agreement, dated December 20, 1999 between TRW Inc. and the Company in connection with 1345 Crossman Avenue in Sunnyvale, California 10.46(14) Industrial Lease Agreement, dated December 20, 1999 between TRW Inc. and the Company in connection with 1330 Geneva Drive in Sunnyvale, California 10.47(14) Assignment of Agreement of Sale, dated December 20, 1999, by and between BNP Leasing and the Company 10.48(14) Purchase and Sale Agreement, dated November 16, 1999, by and between TRW Inc. and ESL Incorporated and the Company 10.49(14) Closing Certificate (Phase IV) and Agreement, dated December 20, 1999, by and between BNP Leasing Corporation and the Company 10.5(14) Lease Agreement (Phase IV -- Land), dated December 20, 1999, by and between BNP Leasing Corporation and the Company 10.51(14) Lease Agreement (Phase IV -- Improvements ), dated December 20, 1999, by and between BNP Leasing Corporation and the Company 10.52(14) Purchase Agreement (Phase IV -- Land), dated December 20, 1999, by and between BNP Leasing Corporation and the Company 10.53(14) Purchase Agreement (Phase IV -- Improvements), dated December 20, 1999, by and between BNP Leasing Corporation and the Company 10.54(14) Pledge Agreement (Phase IV -- Land), dated December 20, 1999, by and between BNP Leasing Corporation and the Company 10.55(14) Pledge Agreement (Phase IV -- Improvements), dated December 20, 1999, by and between BNP Leasing Corporation and the Company 10.56(14) Participation Agreement (Phase IV), dated December 20, 1999, by and between BNP Leasing Corporation and Banque Nationale De Paris 10.57(15) Closing Certificate (Phase V) and Agreement, dated March 1, 2000, by and between BNP Leasing Corporation and the Company 10.58(15) Lease Agreement (Phase V -- Land), dated March 1, 2000, by and between BNP Leasing Corporation and the Company 10.59(15) Lease Agreement (Phase V -- Improvements ), dated March 1, 2000, by and between BNP Leasing Corporation and the Company 10.60(15) Purchase Agreement (Phase V -- Land), dated March 1, 2000, by and between BNP Leasing Corporation and the Company 10.61(15) Purchase Agreement (Phase V -- Improvements), dated March 1, 2000, by and between BNP Leasing Corporation and the Company 10.62(15) Pledge Agreement (Phase V -- Land), dated March 1, 2000, by and between BNP Leasing Corporation and the Company 10.63(15) Pledge Agreement (Phase V -- Improvements), dated March 1, 2000, by and between BNP Leasing Corporation and the Company 10.64(15) Construction Management Agreement (Phase V -- Improvements), dated March 1, 2000, by and between BNP Leasing Corporation and the Company 10.65(15) Participation Agreement (Phase V), dated March 1, 2000, by and between BNP Leasing Corporation and Banque Nationale De Paris 10.66(15) Modification Agreement (Phase V), dated April 19, 2000, by and between BNP Leasing Corporation and the Company 21.1(15) Subsidiaries of the Company 44

5 EXHIBIT NUMBER DESCRIPTION - ---------- ----------- 23.1(15) Independent Auditors' Consent 24.1(15) Power of Attorney (see signature page) 27.1 Financial Data Schedule 27.2 Restated Financial Data Schedules 27.3 Restated Financial Data Schedules 27.4 Restated Financial Data Schedules 27.5 Restated Financial Data Schedules 27.6 Restated Financial Data Schedules 27.7 Restated Financial Data Schedules - --------------- (1) Previously filed as an exhibit with the Company's Form 8-K dated March 17, 1997. (2) Previously filed as an exhibit with the Company's Annual Report on Form 10-K dated July 25, 1996. (3) Previously filed as an exhibit to the Company's Registration Statement on Form S-1 (No. 33-97864) (4) Previously filed as an exhibit with the Company's Quarterly Report on Form 10-Q dated March 7, 1997. (5) Previously filed as an exhibit with the Company's Annual Report on Form 10-K dated July 23, 1997. (6) Previously filed as an exhibit with the Company's Quarterly Report on Form 10-Q dated December 5, 1997. (7) Previously filed as an exhibit with the Company's Quarterly Report on Form 10-Q dated March 6, 1998 (8) Previously filed as an exhibit with the Company's Annual Report on Form 10-K dated July 22, 1998 (9) Previously filed as an exhibit with the Company's Quarterly Report on Form 10-Q dated September 11, 1998 (10) Previously filed as an exhibit with the Company's Quarterly Report on Form 10-Q dated December 11, 1998 (11) Previously filed as an exhibit with the Company's Quarterly Report on Form 10-Q dated March 11, 1999 (12) Previously filed as an exhibit with the Company's Quarterly Report on Form 10-Q dated August 31, 1999 (13) Previously filed as an exhibit with the Company's Quarterly Report on Form 10-Q dated December 2, 1999 (14) Previously filed as an exhibit with the Company's Quarterly Report on Form 10-Q dated February 29, 2000 (15) Previously filed as an exhibit with the Annual Report on Form 10-K dated July 12, 2000. * Specified portions of this agreement have been omitted and have been filed separately with the Commission pursuant to a request for confidential treatment (b) Reports on Form 8-K. None. 45

6 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on July 12, 2000. NETWORK APPLIANCE, INC. By: /s/ DANIEL J. WARMENHOVEN ------------------------------------ Daniel J. Warmenhoven Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Daniel J. Warmenhoven and Jeffry R. Allen, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof. 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 Company and in the capacities and on the dates indicated: SIGNATURES TITLE DATE ---------- ----- ---- /s/ DANIEL J. WARMENHOVEN Chief Executive Officer, Director July 12, 2000 - --------------------------------------------------- (Principal Executive Officer) (Daniel J. Warmenhoven) /s/ DONALD T. VALENTINE Chairman of the Board, Director July 12, 2000 - --------------------------------------------------- (Donald T. Valentine) /s/ JEFFRY R. ALLEN Executive Vice President Finance and July 12, 2000 - --------------------------------------------------- Operations, Chief Financial Officer (Jeffry R. Allen) (Principal Financial and Accounting Officer) and Secretary /s/ SANJIV AHUJA Director July 12, 2000 - --------------------------------------------------- (Sanjiv Ahuja) /s/ CAROL A. BARTZ Director July 12, 2000 - --------------------------------------------------- (Carol A. Bartz) /s/ LARRY R. CARTER Director July 12, 2000 - --------------------------------------------------- (Larry R. Carter) 46

7 SIGNATURES TITLE DATE ---------- ----- ---- /s/ MICHAEL R. HALLMAN Director July 12, 2000 - --------------------------------------------------- (Michael R. Hallman) /s/ ROBERT T. WALL Director July 12, 2000 - --------------------------------------------------- (Robert T. Wall) /s/ DR. SACHIO SEMMOTO Director July 12, 2000 - --------------------------------------------------- (Dr. Sachio Semmoto) 47

  

 5
 1,000

                             
                   YEAR
                          APR-28-2000
                             APR-30-1999
                               APR-28-2000
                                         279,014
                                    74,477
                                  108,902
                                     3,039
                                     20,434
                               533,000
                                          66,622
                                  18,673
                                 592,233
                          113,433
                                              0
                                0
                                          0
                                       351,519
                                     127,227
                   592,233
                                        579,300
                               579,300
                                          235,846
                                  235,846
                               238,086
                                     0
                                   0
                                114,406
                                    40,614
                             73,792
                                       0
                                      0
                                            0
                                    73,792
                                       0.25
                                     0.21

  

 5
 1,000

                                                  
                   YEAR                   YEAR
                          APR-30-1999             APR-24-1998
                             APR-25-1998             APR-26-1997
                               APR-30-1999             APR-24-1998
                                         221,284                  37,315
                                     5,800                  10,800
                                   57,163                  34,313
                                     1,886                     811
                                     13,581                   8,707
                               315,346                  98,939
                                          33,959                  21,723
                                  14,688                   9,506
                                 346,347                 115,736
                           50,530                  29,308
                                              0                       0
                                0                       0
                                          0                       0
                                       240,093                  65,924
                                      55,631                  20,341
                   346,347                 115,736
                                        289,420                 166,163
                               289,420                 166,163
                                          118,120                  67,549
                                  118,120                  67,549
                               116,174                  65,956
                                     0                       0
                                   0                       0
                                 56,990                  33,547
                                    21,377                  12,582
                             35,613                  20,965
                                       0                       0
                                      0                       0
                                            0                       0
                                    35,613                  20,965
                                       0.13                    0.08
                                     0.11                    0.07

  


 5
 1,000

                             
                   YEAR
                          APR-25-1997
                             APR-27-1996
                               APR-25-1997
                                          21,520
                                     6,916
                                   13,911
                                       330
                                      9,920
                                56,620
                                          13,752
                                   4,514
                                  68,941
                           14,701
                                              0
                                0
                                          0
                                        54,653
                                       (624)
                    68,941
                                         93,333
                                93,333
                                           38,061
                                   38,061
                                52,189
                                     0
                                   0
                                  4,043
                                     3,793
                                250
                                       0
                                      0
                                            0
                                       250
                                       0.00
                                     0.00

  

 5
 1,000

                                                                                   
                        3-MOS                    6-MOS                         9-MOS
                              APR-28-2000              APR-28-2000                    APR-28-2000
                                 MAY-01-1999              MAY-01-1999                    MAY-01-1999
                                   JUL-30-1999              OCT-29-1999                    JAN-28-2000
                                             230,025                  220,828                        231,416
                                        15,869                   51,673                         58,636
                                       68,910                   78,747                         99,674
                                         2,190                    2,609                          2,882
                                         15,019                   17,542                         20,878
                                   348,046                  395,214                        447,428
                                              42,109                   47,122                         53,111
                                      17,093                   20,042                         19,465
                                     382,334                  434,304                        493,916
                               58,395                   68,538                         77,748
                                                  0                        0                              0
                                    0                        0                              0
                                              0                        0                              0
                                           254,508                  280,393                        312,144
                                          69,363                   85,221                        103,969
                       382,334                  434,304                        493,916
                                            103,279                  227,991                        379,281
                                   103,279                  227,991                        379,281
                                               42,539                   94,055                        155,470
                                       42,539                   94,055                        155,470
                                    41,922                   92,419                        154,507
                                         0                        0                              0
                                       0                        0                              0
                                     20,881                   45,761                         76,457
                                         7,413                   16,245                         27,142
                                 13,468                   29,516                         49,315
                                           0                        0                              0
                                          0                        0                              0
                                                0                        0                              0
                                        13,468                   29,516                         49,315
                                           0.05                     0.10                           0.17
                                         0.04                     0.09                           0.14

  

 5
 1,000

                                                                       
                   3-MOS                   6-MOS                   9-MOS
                          APR-30-1999             APR-30-1999             APR-30-1999
                             APR-25-1998             APR-25-1998             APR-25-1998
                               JUL-31-1998             OCT-30-1998             JAN-29-1999
                                          31,476                  48,355                  59,886
                                    14,930                   8,750                   8,150
                                   35,960                  44,928                  50,735
                                       911                   1,511                   1,686
                                      9,732                  10,722                  11,751
                                99,523                 121,565                 143,720
                                          22,292                  25,188                  29,939
                                   9,631                  11,128                  12,735
                                 126,073                 150,548                 172,648
                           26,397                  39,150                  36,792
                                              0                       0                       0
                                0                       0                       0
                                          0                       0                       0
                                        72,064                  75,468                  90,655
                                      27,455                  35,796                  45,085
                   126,073                 150,548                 172,648
                                         57,375                 123,000                 198,616
                                57,375                 123,000                 198,616
                                           23,239                  50,120                  80,938
                                   23,239                  50,120                  80,938
                                22,901                  49,239                  79,540
                                     0                       0                       0
                                   0                       0                       0
                                 11,356                  24,757                  39,796
                                     4,259                   9,284                  14,929
                              7,097                  15,473                  24,867
                                       0                       0                       0
                                      0                       0                       0
                                            0                       0                       0
                                     7,097                  15,473                  24,867
                                       0.03                    0.06                    0.09
                                     0.02                    0.05                    0.08

  

 5
 1,000

                                                                       
                   3-MOS                   6-MOS                   9-MOS
                          APR-24-1998             APR-24-1998             APR-24-1998
                             APR-26-1997             APR-26-1997             APR-26-1997
                               JUL-25-1997             OCT-24-1997             JAN-23-1998
                                          25,578                  28,520                  39,302
                                     4,850                   5,250                   5,250
                                   16,852                  23,113                  26,684
                                       296                     421                     546
                                     12,719                  11,718                   9,045
                                63,855                  73,361                  85,394
                                          15,161                  17,014                  18,638
                                   5,543                   6,783                   8,074
                                  76,492                  86,598                  98,908
                           16,891                  20,479                  25,122
                                              0                       0                       0
                                0                       0                       0
                                          0                       0                       0
                                        55,814                  57,457                  59,579
                                       3,597                   8,482                  14,037
                    76,492                  86,598                  98,908
                                         33,420                  71,821                 115,805
                                33,420                  71,821                 115,805
                                           13,570                  29,316                  47,196
                                   13,570                  29,316                  47,196
                                13,264                  28,332                  45,791
                                     0                     125                     125
                                   0                       0                       0
                                  6,754                  14,570                  23,458
                                     2,533                   5,464                   8,797
                              4,221                   9,106                  14,661
                                       0                       0                       0
                                      0                       0                       0
                                            0                       0                       0
                                     4,221                   9,106                  14,661
                                       0.02                    0.04                    0.06
                                     0.02                    0.03                    0.05

  

 5
 1,000

                                                                       
                   3-MOS                   6-MOS                   9-MOS
                          APR-25-1997             APR-25-1997             APR-25-1997
                             APR-27-1996             APR-27-1996             APR-27-1996
                               JUL-26-1996             OCT-25-1996             JAN-24-1997
                                          21,758                  15,244                  20,938
                                     6,350                   8,850                   6,850
                                    6,751                  10,866                  12,336
                                       330                       0                       0
                                      6,993                   8,318                   9,585
                                44,891                  46,314                  53,007
                                           5,704                   5,841                   6,148
                                       0                       0                       0
                                  50,803                  52,345                  59,357
                           11,475                  10,225                  12,833
                                              0                       0                       0
                                0                  40,448                       0
                                          0                       0                       0
                                        40,416                       0                  41,495
                                     (1,365)                   1,416                   4,796
                    50,803                  52,345                  59,357
                                         18,460                  39,508                  64,353
                                18,460                  39,508                  64,353
                                            7,593                  16,176                  26,292
                                    7,593                  16,176                  26,292
                                11,913                  20,361                  30,131
                                     0                       0                       0
                                   0                       0                       0
                                  (755)                   3,523                   8,723
                                     (264)                   1,233                   3,053
                              (491)                   2,290                   5,670
                                       0                       0                       0
                                      0                       0                       0
                                            0                       0                       0
                                     (491)                   2,290                   5,670
                                     (0.00)                    0.01                    0.02
                                   (0.00)                    0.01                    0.02