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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
(Mark One)
[ X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 29, 2000
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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COMMISSION FILE NUMBER 0-19681
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JOHN B. SANFILIPPO & SON, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-2419677
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
2299 Busse Road
Elk Grove Village, Illinois 60007
(Address of Principal Executive Offices, Zip Code)
Registrant's telephone number, including area code: (847) 593-2300
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE PER SHARE
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(Title of Class)
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 ].
As of September 8, 2000, 5,579,039 shares of the Company's
Common Stock, $.01 par value ("Common Stock"), including 117,900
treasury shares, and 3,687,426 shares of the Company's Class A
Common Stock, $.01 par value ("Class A Stock"), were outstanding.
On that date, the aggregate market value of voting stock (based
upon the last sale price of the registrant's Common Stock on
September 8, 2000) held by non-affiliates of the registrant was
$19,457,898 (5,021,393 shares at $3.875 per share).
DOCUMENTS INCORPOATED BY REFERENCE:
Portions of the Company's Annual Report to Stockholders for the
fiscal year ended June 29, 2000 are incorporated by reference
into Part II of this Report.
Portions of the Company's definitive proxy statement for its
annual meeting of stockholders to be held October 26, 2000 are
incorporated by reference into Part III of this Report.
PART I
ITEM 1 -- BUSINESS
a. GENERAL DEVELOPMENT OF BUSINESS
(i) BACKGROUND
John B. Sanfilippo & Son, Inc. (the "Company" or "JBSS") was
incorporated under the laws of the State of Delaware in 1979 as
the successor by merger to an Illinois corporation that was
incorporated in 1959. As used herein, unless the context
otherwise indicates, the terms "Company" or "JBSS" refer
collectively to John B. Sanfilippo & Son, Inc., its Illinois
predecessor corporation and its wholly owned subsidiaries,
including Sunshine Nut Co., Inc. ("Sunshine"). See Note 1 to the
Consolidated Financial Statements contained in the Company's 2000
Annual Report to Stockholders. On June 25, 1999 the Company
dissolved two (Sunshine and Quantz Acquisition Co., Inc.) of its
three wholly owned subsidiaries and merged such subsidiaries into
John B. Sanfilippo & Son, Inc. References herein to fiscal 2000
are to the fiscal year ended June 29, 2000. References herein to
fiscal 1999 are to the fiscal year ended June 24, 1999. References
herein to fiscal 1998 are to the fiscal year ended June 25, 1998.
The Company is a processor, packager, marketer and distributor of
shelled and inshell nuts. These nuts are sold under a variety of
private labels and under the Company's Evon's, Fisher, Flavor
Tree, Sunshine Country, Texas Pride and Tom Scott brand names.
The Company also markets and distributes, and in most cases
manufactures or processes, a diverse product line of food and
snack items, including peanut butter, candy and confections,
natural snacks and trail mixes, sunflower seeds, corn snacks,
sesame sticks and other sesame snack products.
The Company's headquarters and executive offices are located at
2299 Busse Road, Elk Grove Village, Illinois 60007, and its
telephone number for investor relations is (847) 593-2300,
extension 212.
b. NARRATIVE DESCRIPTION OF BUSINESS
(i) GENERAL
The Company is a processor, packager, marketer and distributor of
shelled and inshell nuts. The Company also markets and
distributes, and, in most cases manufactures or processes, a
diverse product line of food and snack items including peanut
butter, candy and confections, natural snacks and trail mixes,
sunflower seeds, corn snacks, sesame sticks and other sesame snack
products.
(ii) PRINCIPAL PRODUCTS
(A) Raw and Processed Nuts
The Company's principal products are raw and processed nuts. These
products accounted for approximately 86.3%, 84.5% and 85.9% of the
Company's gross sales for fiscal 2000, fiscal 1999 and fiscal
1998, respectively. The nut product line includes peanuts,
almonds, Brazil nuts, pecans, pistachios, filberts, cashews,
English walnuts, black walnuts, pine nuts and macadamia nuts. The
Company's nut products are sold in numerous package styles and
sizes, from poly-cellophane packages, composite cans, vacuum
packed tins, plastic jars and glass jars for retail sales, to
large cases and sacks for bulk sales to industrial, food service
and government customers. In addition, the Company offers its nut
products in a variety of different styles and seasonings,
including natural (with skins), blanched (without skins), oil
roasted, dry roasted, unsalted, honey roasted, butter toffee,
praline and cinnamon toasted. The Company sells its products
domestically to retailers and wholesalers as well as to
industrial, food service and government customers. The Company
also sells certain of its products to foreign customers in the
retail, food service and industrial markets.
The Company acquires a substantial portion of its peanut, pecan,
almond and walnut requirements directly from domestic growers.
The balance of the Company's raw nut supply is purchased from
importers and domestic processors. In fiscal 2000, the majority
of the Company's peanuts, pecans and walnuts were shelled by the
Company at its four shelling facilities while the remainder were
purchased shelled from processors and growers. See "Raw Materials
and Supplies" and Item 2 -- "Properties -- Manufacturing
Capability, Technology and Engineering" below.
(B) Peanut Butter
The Company manufactures and markets peanut butter in several
sizes and varieties, including creamy, crunchy and natural.
Peanut butter accounted for approximately 3.8%, 4.4% and 4.3% of
the Company's gross sales for fiscal 2000, fiscal 1999 and fiscal
1998, respectively. Approximately 2.3% of the Company's peanut
butter products was sold during each of fiscal 1999 and fiscal
1998 to the United States Department of Agriculture ("USDA") and
other government agencies, with the remaining percentage sold
under private labels.
(C) Candy and Confections
The Company markets and distributes a wide assortment of candy and
confections, including such items as wrapped hard candy, gummies,
ju-ju's, brand name candies, chocolate peanut butter cups, peanut
clusters, pecan patties and sugarless candies. Candy and
confections accounted for approximately 2.8%, 2.8% and 3.8% of the
Company's gross sales for fiscal 2000, fiscal 1999 and fiscal
1998, respectively. Most of these products are purchased from
various candy manufacturers and sold to retailers in bulk or
retail packages under private labels or the Evon's brand.
(D) Other Products
The Company also markets and distributes, and in many cases
processes and manufactures, a wide assortment of other food and
snack products. These products accounted for approximately 7.1%,
8.3% and 6.0% of the Company's gross sales for fiscal 2000, fiscal
1999 and fiscal 1998, respectively. These other products include:
natural snacks, trail mixes and chocolate and yogurt coated
products sold to retailers and wholesalers; baking ingredients
(including chocolate chips, peanut butter chips, flaked coconut
and chopped, diced, crushed and sliced nuts) sold to retailers,
wholesalers, industrial and food service customers; bulk food
products sold to retail and food service customers; an assortment
of corn snacks, sunflower seeds, party mixes, sesame sticks and
other sesame snack products sold to retail supermarkets, vending
companies, mass merchandisers and industrial customers; and a wide
variety of toppings for ice cream and yogurt sold to food service
customers.
(iii) CUSTOMERS
The Company sells its products to approximately 11,900 retail,
wholesale, industrial, government and food service customers on a
national level. Retailers of the Company's products include
grocery chains, mass merchandisers and membership clubs. The
Company markets many of its Evon's brand products directly to
approximately 3,700 retail stores in Illinois and nine other
states through its store-door delivery system discussed below.
Wholesale grocery companies purchase products from the Company for
resale to regional retail grocery chains and convenience stores.
The Company's industrial customers include bakeries, ice cream and
candy manufacturers and other food and snack processors. The
Company's principal government customers are the Agricultural
Stabilization and Conservation Service of the USDA and the Defense
Personnel Support Center. Food service customers include
hospitals, schools, universities, airlines, retail and wholesale
restaurant businesses and national food service franchises. In
addition, the Company packages and distributes products
manufactured or processed by others. No single customer accounted
for more than 10% of the Company's gross sales for fiscal 2000,
fiscal 1999 or fiscal 1998.
(iv) SALES, MARKETING AND DISTRIBUTION
The Company markets its products through its own sales department
and through a network of over 298 independent brokers and various
independent distributors and suppliers. The Company's sales
department of 46 employees includes 14 regional managers, 7 sales
specialists and 5 telemarketers.
The Company's marketing and promotional campaigns include regional
and national trade shows and limited newspaper advertisements,
including coupons, done from time to time in cooperation with
certain of the Company's retail customers. These programs were
designed to bring new users and increased consumption in the snack
and baking nut categories. The Company also designs and
manufactures point of purchase displays and bulk food dispensers
for use by certain of its retail customers. These displays, and
other shelving and pegboard displays purchased by the Company, are
installed by Company personnel. The Company believes that
controlling the type, style and format of display fixtures
benefits the customer and ultimately the Company by presenting the
Company's products in a consistent, attractive point of sale
presentation.
The Company distributes its products from its Illinois, Georgia,
California, North Carolina and Texas production facilities and
from public warehouse and distribution facilities located in
various other states. The majority of the Company's products are
shipped from the Company's production, warehouse and distribution
facilities by contract and common carriers.
In Illinois and nine other states, JBSS distributes its Evon's
brand products to approximately 3,700 convenience stores,
supermarkets and other retail customer locations through its
store-door delivery system. Under this system, JBSS uses its own
fleet of Evon's step-vans to market and distribute Evon's brand
nuts, snacks and candy directly to retail customers on a
store-by-store basis. Presently, the store-door delivery system
consists of approximately 50 route salespeople covering routes
located in Illinois, Indiana, Iowa, Wisconsin, Ohio, Minnesota,
Michigan, Kentucky, North Dakota and Missouri. District and
regional route managers, as well as sales and marketing personnel
operating out of JBSS's corporate offices, are responsible for
monitoring and managing the route salespeople.
In the Chicago area, JBSS operates two thrift stores at its
production facilities and five other retail stores. These stores
sell bulk foods and other products produced by JBSS and other
vendors.
(v) COMPETITION
Snack food markets are highly competitive. The Company's nuts and
other snack food products compete against products manufactured
and sold by numerous other companies in the snack food industry,
some of which are substantially larger and have greater resources
than the Company. In the nut industry, the Company competes with,
among others, Planters (which has recently agreed to be acquired
by Philip Morris Companies, Inc. to be combined with Kraft Foods,
Inc.), Ralcorp Holdings, Inc. and numerous regional snack food
processors. Competitive factors in the Company's markets include
price, product quality, customer service, breadth of product line,
brand name awareness, method of distribution and sales promotion.
See "Forward Looking Statements -- Factors That May Affect Future
Results -- Competitive Environment" contained in the Company's
2000 Annual Report to Stockholders.
(vi) RAW MATERIALS AND SUPPLIES
The Company purchases nuts from domestic and foreign sources.
Most of the Company's peanuts are purchased from the southeastern
United States and most of its walnuts and almonds are purchased
from California. The Company purchases most of its pecans from
the southern United States and Mexico. Cashew nuts are imported
from India, Africa, Brazil and Southeast Asia. The availability
of nuts is subject to market conditions and crop size fluctuations
caused by weather conditions, plant diseases and other factors
beyond the Company's control. These fluctuations can adversely
impact the Company's profitability. For fiscal 2000, less than
30% of the Company's nut purchases were from foreign sources.
The Company generally purchases and shells peanuts, pecans and
walnuts instead of buying shelled nuts from shellers. Due, in
part, to the seasonal nature of the industry, the Company
maintains significant inventories of peanuts, pecans, walnuts and
almonds at certain times of the year, especially in the second and
third quarters of the Company's fiscal year. Fluctuations in the
market price of peanuts, pecans, walnuts, almonds and other nuts
may affect the value of the Company's inventory and thus the
Company's gross profit and gross profit margin. See "General",
"Fiscal 2000 Compared to Fiscal 1999 -- Gross Profit", "Fiscal
1999 Compared to Fiscal 1998 -- Gross Profit" under "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" contained in the Company's 2000 Annual Report to
Stockholders.
The Company purchases supplies, such as roasting oils, seasonings,
glass jars, plastic jars, labels, composite cans and other
packaging materials from third parties. The Company sponsors a
seed exchange program under which it provides peanut seed to
growers in return for a commitment to repay the dollar value of
that seed, plus interest, in the form of farmer stock (i.e.,
peanuts at harvest). Approximately 80% of the farmer stock
peanuts purchased by the Company in fiscal 2000 were grown from
seed provided by the Company. The Company also contracts for the
growing of a limited number of generations of peanut seeds to
increase seed quality and maintain desired genetic characteristics
of the peanut seed used in processing.
The availability and cost of raw materials for the production of
the Company's products, including peanuts, pecans, walnuts,
almonds, other nuts, dried fruit, coconut and chocolate, are
subject to crop size and yield fluctuations caused by factors
beyond the Company's control, such as weather conditions and plant
diseases. Additionally, the supply of edible nuts and other raw
materials used in the Company's products could be reduced upon a
determination by the USDA or any other government agency that
certain pesticides, herbicides or other chemicals used by growers
have left harmful residues on portions of the crop or that the
crop has been contaminated by aflatoxin or other agents.
Furthermore, the supply of peanuts is currently subject to federal
regulation that restricts peanut imports and the tonnage of
peanuts that farmers may market domestically. See "Federal
Regulation" below.
(vii) TRADEMARKS AND PATENTS
The Company markets its products primarily under private labels
and the Fisher, Evon's, Sunshine Country, Flavor Tree, Texas Pride
and Tom Scott brand names, which are registered as trademarks with
the U.S. Patent and Trademark Office as well as in various other
jurisdictions. The Company also owns several patents of various
durations. The Company expects to continue to renew for the
foreseeable future those trademarks that are important to the
Company's business.
(viii) EMPLOYEES
As of June 29, 2000, the Company had approximately 1,440 active
employees, including 170 corporate staff employees and 1,270
production and distribution employees. As a result of the
seasonal nature of the Company's business, the number of employees
peaked to approximately 1,500 in the last four months of calendar
1999 and dropped to an average of approximately 1,450 during the
remainder of fiscal 2000. Approximately 20 of the Company's
salespeople are covered by a collective bargaining agreement which
expires on June 30, 2001.
(ix) SEASONALITY
The Company's business is seasonal. Demand for peanut and other
nut products is highest during the months of October, November and
December. Peanuts, pecans, walnuts and almonds, the Company's
principal raw materials, are primarily purchased between August
and February and are processed throughout the year until the
following harvest. As a result of this seasonality, the Company's
personnel, working capital requirements and inventories peak
during the last four months of the calendar year. See
"Supplementary Quarterly Data" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations --
General" contained in the Company's 2000 Annual Report to
Stockholders.
(x) BACKLOG
Because the time between order and shipment is usually less than
three weeks, the Company believes that backlog as of a particular
date is not indicative of annual sales.
(xi) FEDERAL REGULATION
Peanuts are an important part of the Company's product line.
Approximately 50% of the total pounds of products processed
annually by the Company are peanuts, peanut butter and other
products containing peanuts. The production and marketing of
peanuts are regulated by the USDA under the Agricultural
Adjustment Act of 1938 (the "Agricultural Adjustment Act"). The
Agricultural Adjustment Act, and regulations promulgated
thereunder, support the peanut crop by: (i) limiting peanut
imports; (ii) limiting the amount of peanuts that American farmers
are allowed to take to the domestic market each year; and (iii)
setting a minimum price that a sheller must pay for peanuts which
may be sold for domestic consumption. The amount of peanuts that
American farmers can sell each year is determined by the Secretary
of Agriculture and is based upon the prior year's peanut
consumption in the United States. Only peanuts that qualify under
the quota may be sold for domestic food products and seed. The
peanut quota for the 2000 crop year is approximately 1.2 million
tons. Peanuts in excess of the quota are called "additional
peanuts" and generally may only be exported or used domestically
for crushing into oil or meal. Current regulations permit
additional peanuts to be domestically processed and exported as
finished goods to any foreign country. The quota support price
for the 2000 crop year is approximately $610 per ton.
The 1996 Farm Bill extended the federal support and subsidy
program for peanuts for seven years. However, there are no
assurances that Congress will not change or eliminate the program
prior to its scheduled expiration. Changes in the federal peanut
program could significantly affect the supply of, and price for,
peanuts. Although the Company has successfully operated in a
market shaped by the federal peanut program for many years, the
Company believes that it could adapt to a market without federal
regulation if that were to become necessary. However, the Company
has no experience in operating in such a peanut market, and no
assurances can be given that the elimination or modification of
the federal peanut program would not adversely affect the
Company's business. Future changes in import quota limitations or
the quota support price for peanuts at a time when the Company is
maintaining a significant inventory of peanuts or has significant
outstanding purchase commitments could adversely affect the
Company's business by lowering the market value of the peanuts in
its inventory or the peanuts which it is committed to buy. While
the Company believes that its ability to use its raw peanut
inventories in its own processing operations gives it greater
protection against these changes than is possessed by certain
competitors whose operations are limited to either shelling or
processing, no assurances can be given that future changes in, or
the elimination of, the federal peanut program or import quotas
will not adversely affect the Company's business.
(xii) OPERATING HAZARDS AND UNINSURED RISKS
The sale of food products for human consumption involves the risk
of injury to consumers as a result of product contamination or
spoilage, including the presence of foreign objects, substances,
chemicals, aflatoxin and other agents, or residues introduced
during the growing, storage, handling or transportation phases.
Although the Company maintains rigid quality control standards,
inspects its products by visual examination, metal detectors or
electronic monitors at various stages of its shelling and
processing operations for all of its nut and other food products,
permits the USDA to inspect all lots of peanuts shipped to and
from the Company's production facilities, and complies with the
Nutrition Labeling and Education Act by labeling each product that
it sells with labels that disclose the nutritional value and
content of each of the Company's products, no assurance can be
given that some nut or other food products sold by the Company may
not contain or develop harmful substances. The Company currently
maintains product liability insurance of $1 million per occurrence
and umbrella coverage of up to $50 million which it and its
insurance carriers believe to be adequate.
Item 2 -- PROPERTIES
The Company presently owns or leases eight principal production
facilities. Two of these facilities are located in Elk Grove
Village, Illinois. The first Elk Grove Village facility, the
Busse Road facility, serves as the Company's corporate
headquarters and main production facility. The other Elk Grove
Village facility is located on Arthur Avenue adjacent to the Busse
Road facility. The remaining principal production facilities are
located in Bainbridge, Georgia; Garysburg, North Carolina; Selma,
Texas; Walnut, California; Gustine, California; and Arlington
Heights, Illinois. The Company also leases a warehousing facility
in Des Plaines, Illinois. The Company also presently operates
thrift stores out of the Busse Road facility and the Des Plaines
facility, and owns one retail store and leases four additional
retail stores in various Chicago suburbs. In addition, the
Company leases space in public warehouse facilities in various
states.
The Company believes that its facilities are generally well
maintained, in good operating condition and adequate for its
present operational needs.
a. PRINCIPAL FACILITIES
The following table provides certain information regarding the
Company's principal facilities:
Date
Company
Constructed, Approx.
Type Acquired or Utilization
Square of Description of First at June 29,
Location Footage Interest Principal Use Occupied 2000
- ------------------------------ ------- -------- ------------------ ------------ ------------
Elk Grove Village, Illinois(1) 300,000 Leased/ Processing, 1981 63%
(Busse Road facility) Owned packaging,
warehousing,
distribution, JBSS
corporate offices
and thrift store
Elk Grove Village, Illinois 83,000 Owned Processing, 1989 53%
(Arthur Avenue facility) packaging,
warehousing and
distribution
Des Plaines, Illinois(2) 68,000 Leased Warehousing 1974 N/A
and thrift store
Bainbridge, Georgia(3) 230,000 Owned Peanut shelling, 1987 65%
purchasing,
processing,
packaging,
warehousing and
distribution
Garysburg, North Carolina 120,000 Owned Peanut shelling, 1994 63%
purchasing,
processing,
packaging,
warehousing and
distribution
Selma, Texas 200,000 Owned Pecan shelling, 1992 82%
processing,
packaging,
warehousing and
distribution
Walnut, California(4) 50,000 Leased Processing, 1991 67%
packaging,
warehousing and
distribution
Gustine, California 75,000 Owned Walnut shelling, 1993 57%
processing,
packaging,
warehousing and
distribution
Arlington Heights, Illinois(5) 83,000 Owned Processing, 1994 93%
packaging,
warehousing and
distribution
(1) Approximately 240,000 square feet of the Busse Road
facility is leased from the Busse Land Trust under a lease which
expires on May 31, 2015. Under the terms of the lease, the
Company has a right of first refusal and a right of first offer
with respect to this portion of the Busse Road facility. The
remaining 60,000 square feet of space at the Busse Road facility
(the "Addition") was constructed by the Company in 1994 on
property owned by the Busse Land Trust and on property owned by
the Company. Accordingly, (i) the Company and the Busse Land
Trust entered into a ground lease with a term beginning January
1, 1995 pursuant to which the Company leases from the Busse Land
Trust the land on which a portion of the Addition is situated
(the "Busse Addition Property"), and (ii) the Company, the Busse
Land Trust and the sole beneficiary of the Busse Land Trust
entered into a party wall agreement effective as of January 1,
1995, which sets forth the respective rights and obligations of
the Company and the Busse Land Trust with respect to the common
wall which separates the existing Busse Road facility and the
Addition. The ground lease has a term which expires on May 31,
2015 (the same date on which the Company's lease for the Busse
Road facility expires). The Company has an option to extend the
term of the ground lease for one five-year term, an option to
purchase the Busse Addition Property at its then appraised fair
market value at any time during the term of the ground lease,
and a right of first refusal with respect to the Busse Addition
Property. See "Compensation Committee Interlocks, Insider
Participation and Certain Transactions -- Lease Arrangements"
contained in the Company's Proxy Statement for the 2000 Annual
Meeting.
(2) The Des Plaines facility is leased under a lease which
expires on October 31, 2010. The Des Plaines facility is also
subject to a mortgage securing a loan from an unrelated third
party lender to the related-party lessor in the original
principal amount of approximately $1.6 million. The rights of
the Company under the lease are subject and subordinate to the
rights of the lender. Accordingly, a default by the lessor under
the loan could result in foreclosure on the facility and thereby
adversely affect the Company's leasehold interest. The Company
subleases approximately 29,000 square feet of space at the Des
Plaines facility to one related party lessee. See "Compensation
Committee Interlocks, Insider Participation and Certain
Transactions -- Lease Arrangements" contained in the Company's
Proxy Statement for the 2000 Annual Meeting.
(3) The Bainbridge facility is subject to a mortgage and deed of
trust securing approximately $7.4 million (excluding accrued and
unpaid interest) in industrial development bonds. See
"Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources"
contained in the Company's 2000 Annual Report to Stockholders.
(4) The Walnut, California facility is leased under a lease
which expires on July 31, 2001. The Company has one renewal
option under the lease to extend the lease term until July 31,
2006.
(5) The Arlington Heights facility is subject to a mortgage
dated September 27, 1995 securing a loan of $2.5 million with a
maturity date of October 1, 2015.
b. MANUFACTURING CAPABILITY, TECHNOLOGY AND ENGINEERING
The Company's principal production facilities are equipped with
modern processing and packaging machinery and equipment. The
physical structure and the layout of the production line at the
Busse Road facility were designed so that peanuts and other nuts
can be processed, jarred and packed in cases for distribution on a
completely automated basis. The facility also has production
lines for chocolate chips, candies, peanut butter and other
products processed or packaged by the Company.
The Selma facility contains the Company's automated pecan shelling
and bulk packaging operation. The facility's pecan shelling
production lines currently have the capacity to shell in excess of
60 million inshell pounds of pecans annually. For fiscal 2000, the
Company processed approximately 41 million inshell pounds of
pecans at the Selma, Texas facility. The Selma facility currently
contains an almond processing line with the capacity to process
over 10 million pounds of almonds annually. For fiscal 2000, the
Selma facility processed approximately 2 million pounds of
almonds.
The Bainbridge facility is located in the largest peanut producing
region in the United States. This facility takes direct delivery
of farmer stock peanuts and cleans, shells, sizes, inspects,
blanches, roasts and packages them for sale to the Company's
customers. The production line at the Bainbridge facility is
almost entirely automated and has the capacity to shell
approximately 120 million inshell pounds of peanuts annually.
During fiscal 2000, the Bainbridge facility shelled approximately
70 million inshell pounds of peanuts.
The Garysburg facility has the capacity to process approximately
40 million inshell pounds of farmer stock peanuts annually. For
fiscal 2000, the Garysburg facility processed approximately 20
million pounds of inshell peanuts.
The Gustine facility, which was purchased in 1993, is used for
walnut shelling, processing and marketing operations. This
facility was expanded during 1994 to increase the capacity to
shell from approximately 12 million inshell pounds of walnuts
annually to approximately 35 million inshell pounds of walnuts
annually. For fiscal 2000, the Gustine facility shelled
approximately 27 million inshell pounds of walnuts.
The Arlington Heights facility is used for the production and
packaging the majority of the Company's Fisher Nut products, the
"stand-up pouch" packaging for its Flavor Tree brand products and
for the production and packaging of the Company's sunflower meats.
Overall, the Elk Grove Village and Selma processing facilities are
well utilized.
ITEM 3 -- LEGAL PROCEEDINGS
The Company is party to various lawsuits, proceedings and other
matters arising out of the conduct of its business. Currently, it
is management's opinion that the ultimate resolution of these
matters will not have a material adverse effect upon the business,
financial condition or results of operations of the Company.
ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of fiscal 2000
to a vote of security holders, through solicitation of proxies or
otherwise.
EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G (3) of Form 10-K and Instruction
3 to Item 401(b) of Regulation S-K, the following information is
included as an unnumbered item in Part I of this Report in lieu of
being included in the Proxy Statement for the Company's annual
meeting of stockholders to be held on October 26, 2000:
JASPER B. SANFILIPPO, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE
OFFICER, age 69 -- Mr. Sanfilippo has been employed by the Company
since 1953. Mr. Sanfilippo served as the Company's President from
1982 to December 1995 and was the Company's Treasurer from 1959 to
October 1991. He became the Company's Chairman of the Board and
Chief Executive Officer in October 1991 and has been a member of
the Company's Board of Directors since 1959. Mr. Sanfilippo is
also a member of the Company's Compensation Committee and was a
member of the Stock Option Committee until February 27, 1997 (when
that Committee was disbanded).
MATHIAS A. VALENTINE, PRESIDENT, age 67 -- Mr. Valentine has been
employed by the Company since 1960 and was named its President in
December 1995. He served as the Company's Secretary from 1969 to
December 1995, as its Executive Vice President from 1987 to
October 1991 and as its Senior Executive Vice President and
Treasurer from October 1991 to December 1995. He has been a member
of the Company's Board of Directors since 1969. Mr. Valentine is
also a member of the Company's Compensation Committee and was a
member of the Stock Option Committee until February 27, 1997 (when
that Committee was disbanded).
GARY P. JENSEN, EXECUTIVE VICE PRESIDENT FINANCE AND CHIEF
FINANCIAL OFFICER, age 55 -- Mr. Jensen became the Company's
Executive Vice President Finance and Chief Financial Officer in
December 1995, having previously served as the Company's Vice
President Finance and Chief Financial Officer from February 1995.
Prior to joining the Company, he served from August 1992 to
October 1994 as Vice President Finance of Armour Swift-Eckrich, a
meat processing and packaging company. In addition, Mr. Jensen
was employed by Vlasic Foods, Inc., a condiments processing
company, from 1975 to August 1992 and served as its Vice President
Finance and Chief Financial Officer from 1988 to August 1992.
STEVEN G. TAYLOR, EXECUTIVE VICE PRESIDENT, age 50 -- In December
1995, Mr. Taylor became a Vice President of the Company and was
named an Executive Vice President of the Company in October 1996.
Mr. Taylor and the Company are parties to an Employment Agreement
pursuant to which Mr. Taylor is to be employed by the Company
until May 1, 2002. See "Executive Compensation -- Employment
Contract" contained in the Company's Proxy Statement for the 2000
Annual Meeting.
MICHAEL J. VALENTINE, SENIOR VICE PRESIDENT AND SECRETARY, age 41
- -- Mr. Valentine has been employed by the Company since 1987 and
in August 1999 was named Senior Vice President and Secretary. Mr.
Valentine was elected as a director of the Company in April 1997.
Mr. Valentine served as the Company's Vice President and
Secretary from December 1995 to August 1999. He served as an
Assistant Secretary and the General Manager of External Operations
for the Company from June 1987 and 1990, respectively, to December
1995. Mr. Valentine is responsible for the Company's peanut
operations, including sales and procurement.
JEFFREY T. SANFILIPPO, SENIOR VICE PRESIDENT SALES AND MARKETING,
age 37 -- Mr. Sanfilippo has been employed by the Company since
1991 and was named its Senior Vice President Sales and Marketing
in August 1999. Mr. Sanfilippo was named as a director of the
Company in August 1999. He served as General Manager West Coast
Operations from September 1991 to September 1993. He served as
Vice President West Coast Operations and Sales from October 1993
to September 1995. He served as Vice President Sales and
Marketing from October 1995 to August 1999.
JASPER B. SANFILIPPO, JR., SENIOR VICE PRESIDENT AND ASSISTANT
SECRETARY, age 32 -- Mr. Sanfilippo has been employed by the
Company since 1991 and in August 1999 was named Senior Vice
President and Assistant Secretary. He has served as an Assistant
Secretary of the Company since 1993. Mr. Sanfilippo served as a
Vice President from December 1995 to August 1999. He served as
General Manager of the Walnut Processing Division from 1993 to
December 1995. Mr. Sanfilippo is responsible for the Company's
walnut operations, including plant operations and procurement.
JAMES A. VALENTINE, SENIOR VICE PRESIDENT INFORMATION TECHNOLOGY,
age 36 -- Mr. Valentine has been employed by the Company since
1986 and in January 2000 was named Senior Vice President
Information Technology.
WILLIAM R. POKRAJAC, CONTROLLER, age 46 -- Mr. Pokrajac has been
with the Company since 1985 and has served as the Company's
Controller since 1987. Mr. Pokrajac is responsible for the
Company's accounting, financial reporting and inventory control
functions.
CERTAIN RELATIONSHIPS AMONG DIRECTORS AND EXECUTIVE OFFICERS
Jasper B. Sanfilippo, Chairman of the Board and Chief Executive
Officer and a director of the Company, is (i) the father of Jasper
B. Sanfilippo, Jr., an executive officer of the Company and
Jeffrey T. Sanfilippo, an executive officer and a director of the
Company, as indicated above, (ii) the brother-in-law of Mathias A.
Valentine, President and a director of the Company, and (iii) the
uncle of Michael J. Valentine who is an executive officer and a
director of the Company and James A. Valentine, an executive
officer of the Company, as indicated above. Mathias A. Valentine,
President and a director of the Company, is (i) the brother-in-law
of Jasper B. Sanfilippo, (ii) the uncle of Jasper B. Sanfilippo,
Jr. and Jeffrey T. Sanfilippo, and (iii) the father of Michael J.
Valentine and James A. Valentine. Michael J. Valentine, Senior
Vice President and Secretary and a director of the Company, is (i)
the son of Mathias A. Valentine, (ii) the brother of James A.
Valentine, (iii) the nephew of Jasper B. Sanfilippo, and (iv) the
cousin of Jasper B. Sanfilippo, Jr. and Jeffrey T. Sanfilippo.
Jeffrey T. Sanfilippo, Senior Vice President Sales and Marketing
and a director of the Company, is (i) the son of Jasper B.
Sanfilippo, (ii) the brother of Jasper B. Sanfilippo Jr., (iii)
the nephew of Mathias A Valentine, and (iv) the cousin of Michael
J. Valentine and James A. Valentine.
PART II
ITEM 5 -- MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The sections entitled "Supplementary Quarterly Data" and "Markets
for the Company's Securities and Related Matters" on pages 31 and
32, respectively, of the Company's 2000 Annual Report to
Stockholders is incorporated herein by reference.
For purposes of the calculation of the aggregate market value of
the Company's voting stock held by nonaffiliates of the Company as
set forth on the cover page of this Report, the Company did not
consider any of the siblings of Jasper B. Sanfilippo, or any of
the lineal descendants (all of whom are adults and some of whom
are employed by the Company) of either Jasper B. Sanfilippo,
Mathias A. Valentine or such siblings (other than those who are
executive officers of the Company) as an affiliate of the Company.
See "Compensation Committee Interlocks, Insider Participation and
Certain Transactions" and "Security Ownership of Certain
Beneficial Owners and Management" contained in the Company's Proxy
Statement for the 2000 Annual Meeting and "Executive Officers of
the Registrant -- Certain Relationships Among Directors and
Executive Officers" appearing immediately after Part I of this
Report.
ITEM 6 -- SELECTED FINANCIAL DATA
The Selected Historical Consolidated Financial Data for the years
ended June 29, 2000, June 24, 1999, June 25, 1998, the twenty-six
weeks ended June 26, 1997, and the years ended December 31, 1996
and 1995 contained on page 10 of the Company's 2000 Annual Report
to Stockholders is incorporated herein by reference.
ITEM 7 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
"Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained in pages 11
through 16, inclusive, of the Company's 2000 Annual Report to
Stockholders is incorporated herein by reference.
Item 7A -- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
"Quantitative and Qualitative Disclosures About Market Risk"
contained in page 15 of the Company's 2000 Annual Report to
Stockholders is incorporated herein by reference.
FORWARD LOOKING STATEMENTS
The statements contained in this filing which are not historical
(including statements concerning the Company's expectations
regarding market risk) are "forward looking statements". These
forward looking statements, which are generally identified by the
use of forward looking words and phrases such as "intend", "may",
"believes" and "expects", represent the Company's present
expectations or beliefs concerning future events. The Company
cautions that such statements are qualified by important factors
that could cause actual results to differ materially from those in
the forward looking statements, as well as the timing and
occurrence (or nonoccurrence) of transactions and events which may
be subject to circumstances beyond the Company's control.
Consequently, results actually achieved may differ materially from
the expected results included in these statements.
ITEM 8 -- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
a. QUARTERLY CONSOLIDATED FINANCIAL DATA
The unaudited quarterly consolidated financial data for fiscal
2000 and fiscal 1999 contained on page 31 of the Company's 2000
Annual Report to Stockholders is incorporated herein by
reference.
b. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following information contained on the respective pages indicated
below in the Company's 2000 Annual Report to Stockholders is
incorporated herein by reference:
Report of Independent Accountants -- Page 17
Consolidated Balance Sheets at June 29, 2000 and June 24, 1999 --
Pages 18 and 19
Consolidated Statements of Operations for the Year Ended June 29,
2000, the Year Ended June 24, 1999 and the Year Ended June 25,
1998 -- Page 20
Consolidated Statements of Stockholders' Equity for the Year Ended
June 29, 2000, the Year Ended June 24, 1999 and the Year Ended
June 25, 1998 -- Page 20
Consolidated Statements of Cash Flows for the Year Ended June 29,
2000, the Year Ended June 24, 1999 and the Year Ended
June 25, 1998 -- Page 21
Notes to Consolidated Financial Statements -- Pages 22 through 31
ITEM 9 -- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There were no disagreements on any matters of accounting
principles or financial statement disclosure with the Company's
independent accountants during the year ended June 29, 2000, the
year ended June 24, 1999 or the year ended June 25, 1998.
PART III
ITEM 10 -- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Sections entitled "Nominees for Election by The Holders of
Common Stock" and "Nominees for Election by The Holders of Class A
Stock" of the Company's Proxy Statement for the 2000 Annual
Meeting and filed pursuant to Regulation 14A are incorporated
herein by reference. Information relating to the executive
officers of the Company is included immediately after Part I of
this Report.
ITEM 11 -- EXECUTIVE COMPENSATION
The Sections entitled "Compensation of Directors and Executive
Officers", "Committees and Meetings of the Board of Directors" and
"Compensation Committee Interlocks, Insider Participation and
Certain Transactions" of the Company's Proxy Statement for the
2000 Annual Meeting are incorporated herein by reference.
ITEM 12 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The Section entitled "Security Ownership of Certain Beneficial
Owners and Management" of the Company's Proxy Statement for the
2000 Annual Meeting is incorporated herein by reference.
ITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Sections entitled "Executive Compensation" and "Compensation
Committee Interlocks, Insider Participation and Certain
Transactions" of the Company's Proxy Statement for the 2000
Annual Meeting are incorporated herein by reference.
PART IV
ITEM 14 -- EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a)(1) FINANCIAL STATEMENTS
The following information contained on the respective pages
indicated below in the Company's 2000 Annual Report to
Stockholders is incorporated herein by reference and is filed as
Exhibit 13 to this Report:
Report of Independent Accountants -- Page 17
Consolidated Balance Sheets as of June 29, 2000 and June 24,
1999 -- Pages 18 and 19 Consolidated Statements of Operations
for the Year Ended June 29, 2000, the Year Ended June
24, 1999 and the Year Ended June 25, 1998 -- Page 20
Consolidated Statements of Stockholders' Equity for the Year
Ended June 29, 2000, the Year Ended June 24, 1999 and the
Year Ended June 25, 1998 -- Page 20
Consolidated Statements of Cash Flows for the Year Ended June
29, 2000, the Year Ended June 24, 1999 and the Year Ended
June 25, 1998 -- Page 21
Notes to Consolidated Financial Statements -- Pages 22 through 31
(2) FINANCIAL STATEMENT SCHEDULES
The following information included in this Report is filed as a
part hereof:
Report of Independent Accountants on Financial Statement Schedule
Schedule II -- Valuation and Qualifying Accounts and Reserves
All other schedules are omitted because they are not applicable
or the required information is shown in the Consolidated Financial
Statements or Notes thereto.
(3) EXHIBITS
The exhibits required by Item 601 of Regulation S-K and filed
herewith are listed in the Exhibit index which follows the signature
page and immediately precedes the exhibits filed.
(b) REPORTS ON FORM 8-K
None filed during the quarter ended June 29, 2000.
(c) EXHIBITS
See Item 14(a)(3) above.
(d) FINANCIAL STATEMENT SCHEDULES
See Item 14(a)(2) above.
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.
JOHN B. SANFILIPPO & SON, INC.
Date: September 21, 2000 By:/s/ JASPER B. SANFILIPPO
-------------------------
Jasper B. Sanfilippo
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant in the capacities and on the dates
indicated.
Name Title Date
- ------------------------ ------------------------------- ------------------
/s/ JASPER B. SANFILIPPO Chairman of the Board and Chief September 21, 2000
-------------------- Executive Officer and Director
Jasper B. Sanfilippo (Principal Executive Officer)
/s/ Gary P. Jensen Executive Vice President Finance September 21, 2000
-------------- and Chief Financial Officer
Gary P. Jensen (Principal Financial Officer)
/s/ William R. Pokrajac Controller September 21, 2000
------------------- (Principal Accounting Officer)
William R. Pokrajac
/s/ Mathias A. Valentine Director September 21, 2000
--------------------
Mathias A. Valentine
/s/ James R. Edgar Director September 21, 2000
--------------
James R. Edgar
/s/ John W.A. Buyers Director September 21, 2000
----------------
John W.A. Buyers
/s/ Michael J. Valentine Director September 21, 2000
--------------------
Michael J. Valentine
/s/ Timothy R. Donovan Director September 21, 2000
------------------
Timothy R. Donovan
/s/ Jeffrey T. Sanfilippo Director September 21, 2000
---------------------
Jeffrey T. Sanfilippo
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
of John B. Sanfilippo & Son, Inc.
Our audits of the consolidated financial statements referred
to in our report dated August 11, 2000 appearing on page 17
of the 2000 Annual Report to Stockholders of John B.
Sanfilippo & Son, Inc. (which report and consolidated
financial statements are incorporated by reference in this
Annual Report on Form 10-K) also included an audit of the
Financial Statement Schedule listed in Item 14(a)(2) of this
Form 10-K. In our opinion, the Financial Statement Schedule
presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related
consolidated financial statements.
/s/ PRICEWATERHOUSECOOPERS LLP
--------------------------
PRICEWATERHOUSECOOPERS LLP
Chicago, Illinois
August 11, 2000
JOHN B. SANFILIPPO & SON, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
For the year ended June 29, 2000, the year ended June 24,
1999 and the year ended June 25, 1998.
(Dollars in thousands)
Balance at
Beginning of Balance at
Description Period Additions Deductions End of Period
- ----------- ------------ --------- ---------- -------------
June 29, 2000
Allowance for doubtful
accounts $660 $201 $ (92) $769
June 24, 1999
Allowance for doubtful
accounts $846 $ 9 $(195) $660
June 25, 1998
Allowance for doubtful
accounts $669 $338 $(161) $846
JOHN B. SANFILIPPO & SON, INC.
EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
Exhibit
Number Description
- ------- ------------------------------------------------------------------
1 Not applicable
2 Not applicable
3.1 Restated Certificate of Incorporation of Registrant(2)
3.2 Certificate of Correction to Restated Certificate(2)
3.3 Bylaws of Registrant(1)
4.1 Specimen Common Stock Certificate(3)
4.2 Specimen Class A Common Stock Certificate(3)
4.3 Second Amended and Restated Note Agreement by and between the
Registrant and The Prudential Insurance Company of America
("Prudential") dated January 24, 1997 (the "Long-Term Financing
Facility")(18)
4.4 7.87% Series A Senior Note dated September 29, 1992 in the
original principal amount of $4.0 million due August 15, 2004
executed by the Registrant in favor of Prudential(5)
4.5 8.22% Series B Senior Note dated September 29, 1992 in the
original principal amount of $6.0 million due August 15, 2004
executed by the Registrant in favor of Prudential(5)
4.6 8.22% Series C Senior Note dated September 29, 1992 in the
original principal amount of $4.0 million due August 15, 2004
executed by the Registrant in favor of Prudential(5)
4.7 8.33% Series D Senior Note dated January 15, 1993 in the original
principal amount of $3.0 million due August 15, 2004 executed by the
Registrant in favor of Prudential(6)
4.8 6.49% Series E Senior Note dated September 15, 1993 in the
original principal amount of $8.0 million due August 15, 2004
executed by the Registrant in favor of Prudential(9)
4.9 8.31% Series F Senior Note dated June 23, 1994 in the original
principal amount of $8.0 million due May 15, 2006 executed by the
Registrant in favor of Prudential(10)
4.10 8.31% Series F Senior Note dated June 23, 1994 in the original
principal amount of $2.0 million due May 15, 2006 executed by the
Registrant in favor of Prudential(10)
4.11 Amended and Restated Guaranty Agreement dated as of October 19,
1993 by Sunshine in favor of Prudential(8)
4.12 Amendment to the Second Amended and Restated Note Agreement dated
May 21, 1997 by and among Prudential, Sunshine and the Registrant(19)
4.13 Amendment to the Second Amended and Restated Note Agreement dated
March 31, 1998 by and among Prudential, the Registrant, Sunshine, and
Quantz Acquisition Co., Inc. ("Quantz") (20)
4.14 Guaranty Agreement dated as of March 31, 1998 by JBS
International, Inc. ("JBSI") in favor of Prudential(20)
4.15 Amendment and Waiver to the Second Amended and Restated Note
Agreement dated February 5, 1999 by and among Prudential, the
Registrant, Sunshine, JBSI and Quantz(23)
4.16 Note Purchase Agreement dated as of August 30, 1995 between the
Registrant and Teachers Insurance and Annuity Association of America
("Teachers")(15)
4.17 8.30% Senior Note due 2005 in the original principal amount of
$10.0 million, dated September 12, 1995 and executed by the
Registrant in favor of Teachers(15)
4.18 9.38% Senior Subordinated Note due 2005 in the original principal
amount of $15.0 million, dated September 12, 1995 and executed by the
Registrant in favor of Teachers(15)
4.19 Guaranty Agreement dated as of August 30, 1995 by Sunshine in
favor of Teachers (Senior Notes)(15)
4.20 Guaranty Agreement dated as of August 30, 1995 by Sunshine in
favor of Teachers (Senior Subordinated Notes)(15)
4.21 Amendment, Consent and Waiver, dated as of March 27, 1996, by and
among Teachers, Sunshine and the Registrant(17)
4.22 Amendment No. 2 to Note Purchase Agreement dated as of January
24, 1997 by and among Teachers, Sunshine and the Registrant(18)
4.23 Amendment to Note Purchase Agreement dated May 19, 1997 by and
among Teachers, Sunshine and the Registrant(20)
4.24 Amendment No. 3 to Note Purchase Agreement dated as of March 31,
1998 by and among Teachers, Sunshine, Quantz and the Registrant(20)
4.25 Guaranty Agreement dated as of March 31, 1998 by JBSI in favor of
Teachers (Senior Notes) (20)
4.26 Guaranty Agreement dated as of March 31, 1998 by JBSI in favor of
Teachers (Senior Subordinated Notes) (20)
4.27 Amendment and Waiver to Note Purchase Agreement dated February 5,
1999 by and among Teachers, Sunshine, Quantz, JBSI and the
Registrant(23)
4.28 Amendment and waiver to Note Purchase Agreement dated October 26,
1999 between Teachers and the Registrant(24)
5-9 Not applicable
10.1 Certain documents relating to $8.0 million Decatur County-
Bainbridge Industrial Development Authority Industrial Development
Revenue Bonds (John B. Sanfilippo & Son, Inc. Project) Series 1987
dated as of June 1, 1987(1)
10.2 Industrial Building Lease dated as of October 1, 1991 between
JesCorp., Inc. and LNB, as Trustee under Trust Agreement dated
March 17, 1989 and known as Trust No. 114243(14)
10.3 Industrial Building Lease (the "Touhy Avenue Lease") dated
November 1, 1985 between Registrant and LNB, as Trustee under Trust
Agreement dated September 20, 1966 and known as Trust No. 34837(11)
10.4 First Amendment to the Touhy Avenue Lease dated June 1, 1987(11)
10.5 Second Amendment to the Touhy Avenue Lease dated December 14,
1990(11)
10.6 Third Amendment to the Touhy Avenue Lease dated September 1,
1991(16)
10.7 Industrial Real Estate Lease (the "Lemon Avenue Lease") dated
May 7, 1991 between Registrant, Majestic Realty Co. and Patrician
Associates, Inc.(1)
10.8 First Amendment to the Lemon Avenue Lease dated January 10,
1996(17)
10.9 Mortgage, Assignment of Rents and Security Agreement made on
September 29, 1992 by LaSalle Trust, not personally but as Successor
Trustee under Trust Agreement dated February 7, 1979 and known as
Trust Number 100628 in favor of the Registrant relating to the
properties commonly known as 2299 Busse Road and 1717 Arthur Avenue,
Elk Grove Village, Illinois(5)
10.10 Industrial Building Lease dated June 1, 1985 between Registrant
and LNB, as Trustee under Trust Agreement dated February 7, 1979 and
known as Trust No. 100628(1)
10.11 First Amendment to Industrial Building Lease dated September 29,
1992 by and between the Registrant and LaSalle Trust, not personally
but as Successor Trustee under Trust Agreement dated February 7,
1979 and known as Trust Number 100628(5)
10.12 Second Amendment to Industrial Building Lease dated March 3, 1995
by and between the Registrant and LaSalle Trust, not personally but
as Successor Trustee under Trust Agreement dated February 7, 1979
and known as Trust Number 100628(12)
10.13 Third Amendment to Industrial Building Lease dated August 15,
1998 by and between the Registrant and LaSalle Trust, not personally
but as Successor Trustee under Trust Agreement dated February 7,
1979 and known as Trust Number 100628(21)
10.14 Ground Lease dated January 1, 1995 between the Registrant and
LaSalle Trust, not personally but as Successor Trustee under Trust
Agreement dated February 7, 1979 and known as Trust Number 100628(12)
10.15 Party Wall Agreement, dated March 3, 1995 between the Registrant,
LaSalle Trust, not personally but as Successor Trustee under Trust
Agreement dated February 7, 1979 and known as Trust Number 100628, and
the Arthur/Busse Limited Partnership(12)
10.16 Secured Promissory Note in the amount of $6,223,321.81 dated
September 29, 1992 executed by Arthur/Busse Limited Partnership
in favor of the Registrant(5)
10.17 Tax Indemnification Agreement between Registrant and certain
Stockholders of Registrant prior to its initial public offering(2)
*10.18 Indemnification Agreement between Registrant and certain
Stockholders of Registrant prior to its initial public offering(2)
*10.19 The Registrant's 1991 Stock Option Plan(1)
*10.20 First Amendment to the Registrant's 1991 Stock Option Plan(4)
*10.21 John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement
Number One among John E. Sanfilippo, as trustee of the Jasper and
Marian Sanfilippo Irrevocable Trust, dated September 23, 1990,
Jasper B. Sanfilippo, Marian R. Sanfilippo and Registrant, and
Collateral Assignment from John E. Sanfilippo as trustee of the
Jasper and Marian Sanfilippo Irrevocable Trust, dated September 23,
1990, as assignor, to Registrant, as assignee(7)
*10.22 John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement
Number Two among Michael J. Valentine, as trustee of the Valentine
Life Insurance Trust, dated May 15, 1991, Mathias Valentine, Mary
Valentine and Registrant, and Collateral Assignment from Michael J.
Valentine, as trustee of the Valentine Life Insurance Trust, dated
May 15, 1991, as assignor, and Registrant, as assignee(7)
10.23 Outsource Agreement between the Registrant and Preferred
Products, Inc. dated January 19, 1995 [CONFIDENTIAL TREATMENT
REQUESTED](12)
10.24 Letter Agreement between the Registrant and Preferred Products,
Inc. dated February 24, 1995, amending the Outsource Agreement dated
January 19, 1994 [CONFIDENTIAL TREATMENT REQUESTED](12)
*10.25 The Registrant's 1995 Equity Incentive Plan(13)
10.26 Promissory Note (the "ILIC Promissory Note") in the original
principal amount of $2.5 million, dated September 27, 1995 and
executed by the Registrant in favor of Indianapolis Life Insurance
Company ("ILIC")(16)
10.27 First Mortgage and Security Agreement (the "ILIC Mortgage") by
and between the Registrant, as mortgagor, and ILIC, as mortgagee,
dated September 27, 1995, and securing the ILIC Promissory Note and
relating to the property commonly known as 3001 Malmo Drive,
Arlington Heights, Illinois (16)
10.28 Assignment of Rents, Leases, Income and Profits dated September
27, 1995, executed by the Registrant in favor of ILIC and relating
to the ILIC Promissory Note, the ILIC Mortgage and the Arlington
Heights facility(16)
10.29 Environmental Risk Agreement dated September 27, 1995, executed
by the Registrant in favor of ILIC and relating to the ILIC
Promissory Note, the ILIC Mortgage and the Arlington Heights
facility(16)
10.30 Credit Agreement dated as of March 31, 1998 among the Registrant,
Sunshine, Quantz, JBSI, U.S. Bancorp Ag Credit, Inc. ("USB") as
Agent, Keybank National Association ("KNA"), and LNB(20)
10.31 Revolving Credit Note in the principal amount of $35.0 million
executed by the Registrant, Sunshine, Quantz and JBSI in favor of
USB, dated as of March 31, 1998(20)
10.32 Revolving Credit Note in the principal amount of $15.0 million
executed by the Registrant, Sunshine, Quantz and JBSI in favor of
KNA, dated as of March 31, 1998(20)
10.33 Revolving Credit Note in the principal amount of $20.0 million
executed by the Registrant, Sunshine, Quantz and JBSI in favor of
LSB, dated as of March 31, 1998(20)
*10.34 The Registrant's 1998 Equity Incentive Plan(22)
*10.35 Employment Agreement, dated May 1, 1999 by and between Steven G.
Taylor and the Registrant.(25)
10.36 Second Amendment to Credit Agreement dated May 10, 2000 by and
among the Registrant, JBSI, USB as Agent, LNB and SunTrust Bank,
N.A. (replacing KNA).
11-12 Not applicable
13 2000 Annual Report to Stockholders
14-20 Not applicable
21 Subsidiaries of the Registrant
22 Not applicable
23 Consent of PricewaterhouseCoopers LLP
24-26 Not applicable
27 Financial Data Schedule
28-99 Not applicable
- ------------------------------------------------------------------------
(1) Incorporated by reference to the Registrant's Registration
Statement on Form S-1, Registration No. 33-43353, as filed
with the Commission on October 15, 1991 (Commission File No. 0-19681).
(2) Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1991
(Commission File No. 0-19681).
(3) Incorporated by reference to the Registrant's Registration
Statement on Form S-1 (Amendment No. 3), Registration No. 33-43353, as
filed with the Commission on November 25, 1991
(Commission File No. 0-19681).
(4) Incorporated by reference to the Registrant's Quarterly Report
on Form 10-Q for the second quarter ended June 25, 1992
(Commission File No. 0-19681).
(5) Incorporated by reference to the Registrant's Current Report
on Form 8-K dated September 29, 1992 (Commission File No. 0-19681).
(6) Incorporated by reference to the Registrant's Current Report
on Form 8-K dated January 15, 1993 (Commission File No. 0-19681).
(7) Incorporated by reference to the Registrant's Registration
Statement on Form S-1, Registration No. 33-59366, as filed
with the Commission on March 11, 1993 (Commission File No. 0-19681).
(8) Incorporated by reference to the Registrant's Quarterly Report
on Form 10-Q for the third quarter ended September 30, 1993
(Commission File No. 0-19681).
(9) Incorporated by reference to the Registrant's Current Report
on Form 8-K dated September 15, 1993 (Commission file No. 0-19681).
(10) Incorporated by reference to the Registrant's Current Report
and Form 8-K dated June 23, 1994 (Commission File No. 0-19681).
(11) Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993
(Commission File No. 0-19681).
(12) Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994
(Commission File No. 0-19681).
(13) Incorporated by reference to the Registrant's Quarterly Report
on Form 10-Q for the first quarter ended March 30, 1995
(Commission File No. 0-19681).
(14) Incorporated by reference to the Registrant's Quarterly Report
on Form 10-Q for the second quarter ended June 29, 1995
(Commission File No. 0-19681).
(15) Incorporated by reference to the Registrant's Current Report
on Form 8-K dated September 12, 1995 (Commission File No. 0-19681).
(16) Incorporated by reference to the Registrant's Quarterly Report
on Form 10-Q for the third quarter ended September 28, 1995
(Commission file No. 0-19681).
(17) Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995
(Commission file No. 0-19681).
(18) Incorporated by reference to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996
(Commission file No. 0-19681).
(19) Incorporated by reference to the Registrant's Current
Report on Form 8-K dated May 21, 1997 (Commission file No. 0-19681).
(20) Incorporated by reference to the Registrant's Quarterly
Report on Form 10-Q for the third quarter ended March 26, 1998
(Commission file No. 0-19681)
.
(21) Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended June 25, 1998 (Commission
file No. 0-19681).
(22) Incorporated by reference to the Registrant's Quarterly Report
on Form 10-Q for the first quarter ended September 24, 1998
(Commission file No. 0-19681).
(23) Incorporated by reference to the Registrant's Quarterly Report
on Form 10-Q for the second quarter ended December 24, 1998
(Commission file No. 0-19681).
(24) Incorporated by reference to the Registrant's Quarterly Report
on Form 10-Q for the first quarter ended September 23, 1999
(Commission file No. 0-19681).
(25) Incorporated by reference to the Registrant's Quarterly Report
on Form 10-Q for the second quarter ended December 23, 1999
(Commission file No. 0-19681).
* Indicates a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this form pursuant to
Item 14(c).
John B. Sanfilippo & Son, Inc. will furnish any of the above
exhibits to its stockholders upon written request addressed to the
Secretary at the address given on the cover page of this Form 10-K.
The charge for furnishing copies of the exhibits is $.25 per
page, plus postage.