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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 24, 1999
[ ] 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
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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 10, 1999, 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 10, 1999) held by non-affiliates of the registrant was
$21,401,924 (5,350,481 shares at $4.00 per share).
DOCUMENTS INCORPORATED BY REFERENCE:
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Portions of the Company's Annual Report to Stockholders for the
fiscal year ended June 24, 1999 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 27, 1999 are
incorporated by reference into Part III of this Report.
PART I
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Item 1 -- Description of Business
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a. General Development of Business
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(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 1999 Annual Report to
Stockholders. On June 25, 1999 the Company dissolved two of
its three wholly owned subsidiaries, including Sunshine and
Quantz Acquisition Co., Inc., and merged such subsidiaries
into John B. Sanfilippo & Son, Inc. On April 30, 1997 the
Company's Board of Directors voted to change the Company's
fiscal year from a calendar year end to a fiscal year that
ends on the final Thursday of June of each year. The Board
of Directors believes that the new fiscal year more closely
matches the Company's business cycle. 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. References herein to the "Transition
Period" are for the twenty-six weeks ended June 26, 1997.
References herein to fiscal 1996 are to the fiscal year
ended December 31, 1996.
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
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(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 84.5%, 85.9%,
85.6% and 83.8% of the Company's gross sales for fiscal
1999, fiscal 1998, the Transition Period and fiscal 1996,
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 growers.
The balance of the Company's raw nut supply is purchased
from importers and domestic processors. In fiscal 1999, 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", below, and Item
2 -- "Properties -- Manufacturing Capability, Technology and
Engineering."
(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 4.4%,
4.3%, 4.9% and 5.3% of the Company's gross sales for fiscal
1999, fiscal 1998, the Transition Period and fiscal 1996,
respectively. Approximately 2.3%, 2.3% and 4.9% of the
Company's peanut butter products were sold during fiscal
1999, fiscal 1998 and fiscal 1996, respectively, to the
United States Department of Agriculture ("USDA") and other
government agencies, with the remaining percentage sold
under private labels. The Company did not sell peanut butter
to any government agency during the Transition Period.
(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%, 3.8%, 4.4% and 4.6% of the Company's
gross sales for fiscal 1999, fiscal 1998, the Transition
Period and fiscal 1996, 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 8.3%, 6.0%, 5.1% and 6.3% of the Company's
gross sales for fiscal 1999, fiscal 1998, the Transition
Period and fiscal 1996, 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 10,900
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 3,500 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. Sales to Preferred Products, Inc. accounted for
approximately $34.8 million, or 11.7%, of the Company's
gross sales for fiscal 1996. No single customer accounted
for more than 10% of the Company's gross sales for fiscal
1999, fiscal 1998 or for the Transition Period.
(iv) Sales, Marketing and Distribution
The Company markets its products through its own sales
department and through a network of over 215 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.
In addition to consumer marketing, the Company has
developed a number of cross promotions with other consumer
product companies, such as Mardi Gras napkins, Land O' Lakes
and 7-Up. These programs were designed to bring new users
and increased consumption in the snack nut category. 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 3,500 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 52
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
Lifesavers Company (a subsidiary of RJR Nabisco, 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 "Management's Discussion and
Analysis of Financial Condition and Results of Operations --
Factors That May Affect Future Results -- Competitive
Environment" contained in the Company's 1999 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 1999, less than 15% 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 1999
compared to Fiscal 1998 -- Gross Profit", "Fiscal 1998
Compared to the Fifty-two Weeks Ended June 26, 1997 -- Gross
Profit" and "The Transition Period Compared to the Twenty-
six Weeks Ended June 27, 1996 -- Gross Profit", under
"Management's Discussion and Analysis of Financial Condition
and Results of Operations", contained in the Company's 1999
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 73% of the farmer stock peanuts purchased by
the Company in fiscal 1999 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 any 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 farmers
may market domestically. See "Federal Regulation" below.
(vii) Trademarks
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 with the U.S. Patent and Trademark Office.
(viii) Employees
As of June 24, 1999 the Company had approximately 1,430
active employees, including 173 corporate staff employees
and 1,257 production and distribution employees. As a
result of the seasonal nature of the Company's business, the
number of employees peaked to approximately 1,692 in the
last four months of calendar 1998 and dropped to an average
of approximately 1,452 during the remainder of fiscal 1999.
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 Item 8 --
"Financial Statements and Supplementary Data -- Quarterly
Consolidated Financial Data." See also "Management's
Discussion and Analysis of Financial Condition and Results
of Operations -- General", contained in the Company's 1999
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 1999 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 1999 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. While 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. While 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 up to $40 million which it and its
insurance carriers believe to be adequate.
Item 2 - Properties
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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.
a. Principal Facilities
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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 24,
Location Footage Interest Principal Use Occupied 1999
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Elk Grove Village, Illinois(1) 300,000 Leased/ Processing, 1981 58%
(Busse Road facility) Owned packaging,
warehousing,
distribution, JBSS
corporate offices
and thrift store
Elk Grove Village, Illinois(2) 83,000 Owned Processing, 1989 52%
(Arthur Avenue facility) packaging,
warehousing and
distribution
Des Plaines, Illinois(3) 68,000 Leased Warehousing and 1974 N/A
thrift store
Bainbridge, Georgia(4) 230,000 Owned Peanut shelling, 1987 68%
purchasing,
processing,
packaging,
warehousing and
distribution
Garysburg, North Carolina 120,000 Owned Peanut shelling, 1994 60%
purchasing,
processing,
packaging,
warehousing and
distribution
Selma, Texas 200,000 Owned Pecan shelling, 1992 80%
processing,
packaging,
warehousing and
distribution
Walnut, California(5) 50,000 Leased Processing, 1991 55%
packaging,
warehousing and
distribution
Gustine, California 75,000 Owned Walnut shelling, 1993 59%
processing,
packaging,
warehousing and
distribution
Arlington Heights, Illinois(6) 83,000 Owned Processing, 1994 74%
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 the Section entitled "Compensation Committee
Interlocks and Insider Participation -- Lease
Arrangements" contained in the Company's Proxy Statement
for the 1999 Annual Meeting.
(2) This facility was subject to a mortgage dated March
1989 securing a note in the original principal amount of
$1.8 million with a maturity date of May 1, 1999. The
Company paid its financial obligation on the maturity date.
(3) 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 the Section entitled "Compensation Committee
Interlocks and Insider Participation -- Lease
Arrangements" contained in the Company's Proxy Statement
for the 1999 Annual Meeting.
(4) The Bainbridge facility is subject to a mortgage and
deed of trust securing approximately $7.6 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 1999 Annual Report to Stockholders.
(5) 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.
(6) 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 1999, the Company processed
approximately 37 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 1999, the Selma facility processed approximately 3
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 1999, the Bainbridge
facility shelled approximately 76 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 1999, the Garysburg facility
processed approximately 26 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 1999, the
Gustine facility shelled approximately 23 million inshell
pounds of walnuts.
The Arlington Heights facility is used for the production
and packaging the majority of its 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.
Item 3 -- Legal Proceedings
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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.
A judgment was entered against the Company on November 19,
1998 in a lawsuit (the "Crane Litigation") filed by Bert S.
Crane, Nancy M. Crane, Bert A. Crane, Mary Crane Couchman
and Karen Crane (collectively, the "Crane Plaintiffs").
The judgment entitled the Crane Plaintiffs to recover from
the Company $540,000, plus statutory late payment penalties,
attorneys' fees and cost. On February 8, 1999, the Crane
Plaintiffs filed certain post-judgement motions requesting,
among other things, that the court (i) amend the total
judgment (exclusive of fees and costs) to reflect that the
total amount owed, inclusive of the late payment penalties,
was $726,179 as of November 19, 1998, and (ii) set the total
fees and expenses owed by the Company pursuant to the
judgement at $260,284. On March 24, 1999 the court granted
the motions filed by the Crane Plaintiffs. The lawsuit was
subsequently agreed to be settled. See "Fiscal 1999 Compared
to Fiscal 1998 -- Selling and Administrative Expenses" under
"Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained in the
Company's 1999 Annual Report to stockholders.
Item 4 -- Submission of Matters to a Vote of Security Holders
- -------------------------------------------------------------
No matter was submitted during the fourth quarter of fiscal
1999 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 27, 1999:
JASPER B. SANFILIPPO, Chairman of the Board and Chief
Executive Officer, age 68 -- 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). Mr.
Sanfilippo was a member of the Board of Directors and a Vice
President of Sunshine from June 1992 until June 25, 1999
when Sunshine was merged into the Company.
MATHIAS A. VALENTINE, President, age 66 -- 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). Mr. Valentine was a member of the
Board of Directors and a Vice President of Sunshine from
June 1992 until June 25, 1999 when Sunshine was merged into
the Company.
GARY P. JENSEN, Executive Vice President Finance and Chief
Financial Officer, age 54 -- 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 49 -- 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. Prior to his employment with the
Company, Mr. Taylor was Vice President of Sunshine from 1982
until June 25, 1999 when Sunshine was merged into the
Company. Mr. Taylor and the Company are parties to an
Employment Agreement pursuant to which Mr. Taylor is to be
employed by the Company until June 2000. See "Executive
Compensation -- Employment Contract", contained in the
Company's Proxy Statement for the 1999 Annual Meeting.
MICHAEL J. VALENTINE, Senior Vice President and Secretary,
age 40 -- 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 36 -- 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 31 -- 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.
WILLIAM R. POKRAJAC, Controller, age 45 -- 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, 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. Michael J. Valentine,
Senior Vice President and Secretary and a director of the
Company, is (i) the son of Mathias A. Valentine, (ii) the
nephew of Jasper B. Sanfilippo, and (iii) 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.
PART II
-------
Item 5 -- Market for Registrant's Common Equity and Related
Stockholder Matters
- -----------------------------------------------------------
The section entitled "Markets for the Company's Securities
and Related Matters" on page 32 of the Company's 1999
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 the Sections
entitled "Compensation Committee Interlocks and Insider
Participation", "Security Ownership of Certain Beneficial
Owners and Management" and "Certain Relationships and
Related Transactions" contained in the Company's Proxy
Statement for the 1998 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 24, 1999, June 25, 1998, the twenty-six
weeks ended June 25, 1997, and the years ended December 31,
1996, 1995 and 1994 contained on page 9 of the Company's
1999 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 10
through 16, inclusive, of the Company's 1999 Annual Report
to Stockholders is incorporated herein by reference.
Item 8 -- Financial Statements and Supplementary Data
- -----------------------------------------------------
a. Quarterly Consolidated Financial Data
- ----------------------------------------
The following table presents unaudited quarterly
consolidated financial data for the Company for fiscal 1999
and fiscal 1998. Such data are unaudited, but in the opinion
of the Company reflect all adjustments (consisting of normal
recurring adjustments) necessary for a fair presentation of
the information for the periods presented. The consolidated
financial data should be read in conjunction with the
Consolidated Financial Statements and Notes thereto
contained in the 1999 Annual Report to Stockholders. Such
quarterly consolidated data are not necessarily indicative
of future results of operations.
June 24, Mar. 25, Dec. 24, Sep. 24, June 25, Mar. 26, Dec. 25, Sep. 25,
1999 1999 1998 1998 1998 1998 1997 1997
-------- -------- -------- -------- -------- -------- -------- --------
Statement of Operations Data:
Net sales $74,316 $ 57,762 $113,332 $ 73,829 $ 69,306 $ 58,145 $112,683 $77,256
Gross profit 12,014 9,277 18,199 11,416 12,731 10,866 20,503 12,804
Income (loss) from
operations 2,902 972 5,404 2,650 3,279 2,153 8,110 3,420
Net income (loss) 467 (845) 1,887 287 500 (106) 3,713 1,015
Basic earnings (loss)
per common share(1) 0.05 (0.09) 0.21 0.03 0.05 (0.01) 0.41 0.11
Diluted earnings (loss)
per common share(1) 0.05 (0.09) 0.21 0.03 0.05 (0.01) 0.40 0.11
Balance Sheet Data
(at end of period):
Working capital $53,515 $ 52,662 $ 54,407 $ 51,702 $ 52,850 $ 53,147 $ 53,483 $49,161
Long-term debt 57,508 58,485 59,717 60,523 63,182 65,450 66,735 67,719
Total debt 99,591 123,474 114,057 109,152 115,145 116,958 98,653 86,785
(1) Earnings (loss) per common share (basic and diluted)
calculations for each of the quarters is based on the
weighted average number of shares of Common Stock and
Class A Stock outstanding for each period.
b. Consolidated Financial Statements and Supplementary Data
- -----------------------------------------------------------
The following information contained on the respective pages
indicated below in the Company's 1999 Annual Report to
Stockholders is incorporated herein by reference:
Report of Independent Accountants Page 17
Consolidated Balance Sheets at June 24, 1999 and
June 25, 1998 Pages 18 and 19
Consolidated Statements of Operations for the
Year Ended June 24, 1999, the Year Ended June 25,
1998, the Twenty-six Weeks Ended June 26, 1997
and June 27, 1996 (unaudited) and the Year
Ended December 31, 1996 Page 20
Consolidated Statements of Stockholders' Equity for
the Year Ended June 24, 1999, the Year Ended June
25, 1998, the Twenty-six Weeks Ended June 26, 1997
and the Year Ended December 31, 1996 Page 20
Consolidated Statements of Cash Flows for the Year
Ended June 24, 1999, the Year Ended June 25, 1998,
the Twenty-six Weeks Ended June 26, 1997 and June
27, 1996 (unaudited) and the Years Ended December
31, 1996 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 24, 1999, June 25, 1998, the twenty-six weeks ended
June 26, 1997 and the year ended December 31, 1996.
PART III
Item 10 -- Directors and Executive Officers of the Registrant
- -------------------------------------------------------------
The Sections entitled "Nominees for Election by The Holders
of Common Stock", "Nominees for Election by The Holders of
Class A Stock" and "Other Matters" of the Company's Proxy
Statement for the 1999 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 "Executive Compensation",
"Committees and Meetings of the Board of Directors" and
"Compensation Committee Interlocks and Insider
Participation" of the Company's Proxy Statement for the 1999
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 1999 Annual Meeting is incorporated herein
by reference.
Item 13 -- Certain Relationships and Related Transactions
- ---------------------------------------------------------
The Sections entitled "Executive Compensation",
"Compensation Committee Interlocks and Insider
Participation" and "Certain Relationships and Related
Transactions" of the Company's Proxy Statement for the 1999
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 1999 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 24,
1999 and June 25, 1998 Pages 18 and 19
Consolidated Statements of Operations for the
Year Ended June 24, 1999, the Year Ended
June 25, 1998, the Twenty-six Weeks Ended June
26, 1997 and June 27, 1996 (unaudited) and
the Year Ended December 31, 1996 Page 20
Consolidated Statements of Stockholders' Equity
for the Year Ended June 24, 1999, the Year
Ended June 25, 1998, the Twenty-six Weeks Ended
June 26, 1997 and the Year Ended December 31, 1996 Page 20
Consolidated Statements of Cash Flows for The Year
Ended June 24, 1999, the Year Ended June 25, 1998,
the Twenty-six Weeks Ended June 26, 1997 and June
27, 1996 (unaudited) and the Year Ended December
31, 1996 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
On June 15, 1999, the Company filed a Current Report
on Form 8-K, dated June 15, 1999. The Current Report dated June 15,
1999 reported, on Item 5 thereof that John C. Taylor, a director
elected by the holders of the Registrant's Class A common stock
submitted his resignation from the Registrant's Board of Directors,
effective June 15, 1999. Mr. Taylor's resignation was for
personal reasons.
(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.
Date: September 17, 1999 JOHN B. SANFILIPPO & SON, INC.
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 17, 1999
- ------------------------ Executive Officer and Director
Jasper B. Sanfilippo (Principal Executive Officer)
/s/ GARY P. JENSEN Executive Vice President Finance September 17, 1999
- ------------------------ and Chief Financial Officer
Gary P. Jensen (Principal Financial Officer)
/s/ WILLIAM R. POKRAJAC Controller September 17, 1999
- ------------------------ (Principal Accounting Officer)
William R. Pokrajac
/s/ MATHIAS A. VALENTINE Director September 17, 1999
- ------------------------
Mathias A. Valentine
/s/ WILLIAM D. FISCHER
- ------------------------ Director September 17, 1999
William D. Fischer
/s/ JOHN W.A. BUYERS Director September 17, 1999
- ------------------------
John W.A. Buyers
/s/ MICHAEL J. VALENTINE Director September 17, 1999
- ------------------------
Michael J. Valentine
/s/ J. WILLIAM PETTY Director September 17, 1999
- ------------------------
J. William Petty
/s/ JEFFREY T. SANFILIPPO Director September 17, 1999
- -------------------------
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 20, 1999
appearing on page 17 of the 1999 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 20, 1999
JOHN B. SANFILIPPO & SON, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
For the year ended June 24, 1999, the year ended June
25, 1998, the twenty-six weeks ended June 26, 1997 and
the year ended December 31, 1996
(Dollars in thousands)
Balance at
Beginning Balance at
Description of Period Additions Deductions End of Period
- ---------------------- ---------- --------- ---------- -------------
June 24, 1999
- -------------
Allowance for doubtful $846 $ 9 $(195) $660
accounts
June 25, 1998
- -------------
Allowance for doubtful $669 $338 $(161) $846
accounts
Twenty-six weeks ended
June 26, 1997
- ----------------------
Allowance for doubtful $676 $ 27 $ (34) $669
accounts
December 31,1996
- ----------------
Allowance for doubtful $434 $443 $(201) $676
accounts
JOHN B. SANFILIPPO & SON, INC.
EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
Exhibit
Number Description
- ------- --------------------------------------------------------
1 None
2 None
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")(19)
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(20)
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")(21)
4.14 Guaranty Agreement dated as of March 31, 1998 by JBS
International, Inc. ("JBSI") in favor of Prudential(21)
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(24)
4.16 $1.8 million Promissory Note dated March 31, 1989
evidencing a loan by Cohen Financial Corporation to LaSalle
National Bank ("LNB"), as Trustee under Trust Agreement
dated March 17, 1989 and known as Trust No. 114243(12)
4.17 Modification Agreement dated as of September 29, 1992
by and among LaSalle National Trust, N.A. ("LaSalle
Trust"), a national banking association, not personally but
as Successor Trustee to LNB under Trust Agreement dated
March 17, 1989 known as Trust Number 114243; the
Registrant; Jasper B. Sanfilippo and Mathias A. Valentine;
and Mutual Trust Life Insurance Company(5)
4.18 Note Purchase Agreement dated as of August 30, 1995
between the Registrant and Teachers Insurance and Annuity
Association of America ("Teachers")(15)
4.19 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)
4.20 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)
4.21 Guaranty Agreement dated as of August 30, 1995 by
Sunshine in favor of Teachers (Senior Notes)(15)
4.22 Guaranty Agreement dated as of August 30, 1995 by
Sunshine in favor of Teachers (Senior Subordinated Notes)(15)
4.23 Amendment, Consent and Waiver, dated as of March 27,
1996, by and among Teachers, Sunshine and the Registrant(17)
4.24 Amendment No. 2 to Note Purchase Agreement dated as of
January 24, 1997 by and among Teachers, Sunshine and the
Registrant(19)
4.25 Amendment to Note Purchase Agreement dated May 19,
1997 by and among Teachers, Sunshine and the Registrant(21)
4.26 Amendment No. 3 to Note Purchase Agreement dated as of
March 31, 1998 by and among Teachers, Sunshine, Quantz and
the Registrant(21)
4.27 Guaranty Agreement dated as of March 31, 1998 by JBSI
in favor of Teachers (Senior Notes)(21)
4.28 Guaranty Agreement dated as of March 31, 1998 by JBSI
in favor of Teachers (Senior Subordinated Notes)(21)
4.29 Amendment and Waiver to Note Purchase Agreement dated
February 5, 1999 by and among Teachers, Sunshine, Quantz,
JBSI and the Registrant(24)
5-9 None
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 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(22)
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 Certain documents relating to Reverse Split-Dollar
Insurance Agreement between Sunshine and John Charles
Taylor dated November 24, 1987(12)
10.24 Outsource Agreement between the Registrant and
Preferred Products, Inc. dated January 19, 1995
[CONFIDENTIAL TREATMENT REQUESTED](12)
10.25 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)
*10.26 The Registrant's 1995 Equity Incentive Plan(13)
10.27 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)
10.28 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)
10.29 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)
10.30 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)
10.31 Credit Agreement among the Registrant, Bank of
America Illinois ("BAI") as agent, NCB, The Northern Trust
Company ("NTC") and BAI, dated as of March 27, 1996(17)
10.32 Reimbursement Agreement between the Registrant and
BAI, dated as of March 27, 1996(17)
10.33 Guaranty Agreement dated as March 27, 1996 by
Sunshine in favor of BAI as agent on behalf of NCB, NTC and
BAI(17)
10.34 Amendment No. 1 and Waiver to Credit Agreement dated
as of August 1, 1996 by and among the Registrant, BAI, NCB
and NTC(18)
10.35 Amendment No. 2 and Waiver to Credit Agreement dated
as of October 30, 1996 by and among the Registrant, BAI,
NCB and NTC(18)
10.36 Amendment No. 3 to Credit Agreement dated as of
January 24, 1997 by and among the Registrant, BAI, NCB, and
NTC(19)
10.37 Amendment No. 5 to Credit Agreement dated as of June
2, 1997 by and among the Registrant, BAI, NCB, and NTC(20)
10.38 Amendment No. 7 to Credit Agreement dated as of March
27, 1998 by and among the Registrant, BAI, NCB, and NTC(21)
*10.39 Employment Agreement by and between Sunshine and
Steven G. Taylor dated June 17, 1992(19)
10.40 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(21)
10.41 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(21)
10.42 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(21)
10.43 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(21)
*10.44 The Registrant's 1998 Equity Incentive Plan(23)
11-12 None
13 1999 Annual Report to Stockholders
14-20 None
21 Subsidiaries of the Registrant
22 None
23 Consent of PricewaterhouseCoopers LLP
24-26 None
27 Financial Data Schedule
28-99 None
(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
Current Report on Form 8-K dated January 24,
1997 (Commission file No. 0-19681).
(19) 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).
(20) Incorporated by reference to the Registrant's Current
Report on Form 8-K dated May 21, 1997 (Commission
file No. 0-19681).
(21) 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).
(22) 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).
(23) 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).
(24) 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).
* 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.