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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 1, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________________ to _________________
Commission file number 000-17896
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HANOVER FOODS CORPORATION
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-0670710
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1486 YORK STREET, P.O. BOX 334
HANOVER, PENNSYLVANIA 17331-0334
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(Address of principal executive offices) (Zip code)
Registrant's telephone number including area code: (717) 632-6000
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Class A Nonvoting Common Stock
------------------------------
(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]
Indicate by check mark whether the Registrant (1) is an accelerated filer (as
defined in Rule 12-b-2 of the Act). Yes[ ] No[X]
Per the most recent independently appraised price, the estimated aggregate value
of Class B Voting Common Stock held by non-affiliates of the registrant was
$28,131,129 excluding 155,949 shares owned by the Employee Stock Trust and
Employee Stock Ownership Plan. As of August 11, 2003, the estimated aggregate
market value of Class A Nonvoting Common Stock held by non-affiliates of the
registrant was $12,822,365. (The exclusion of the market value of shares owned
by any individual or entity shall not be deemed an admission that such person is
an "affiliate" of the registrant.) There were 582,198 shares of Class B Common
Stock outstanding as of August 11, 2003, of which 155,949 shares were owned by
the Employee Stock Trust and Employee Stock Ownership Plan. There were 288,062
shares of Class A Common Stock outstanding as of August 11, 2003.
1
PART I
ITEM 1. BUSINESS
Forward Looking Statements
When used in this Annual Report on Form 10-K, the words or phrases
"will likely result," "are expected to," "will continue," "is anticipated,"
"estimate," "projected," or similar expressions are intended to identify
"forward looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are subject to certain risks and
uncertainties, including, but not limited to, quarterly fluctuations in
operating results, competition, state and federal regulation, environmental
considerations, foreign operations, and a change of control as a result of the
pending Warehime family litigation. Such factors, which are discussed in the
Annual Report, could affect the Corporation's financial performance and could
cause the Corporation's actual results for future periods to differ materially
from any opinion or statements expressed herein with respect to future periods.
As a result, the Corporation wishes to caution readers not to place undue
reliance on any such forward looking statements, which speak only as of the date
made.
OVERVIEW
Hanover Foods Corporation (as used herein the term "Corporation" refers
to Hanover Foods Corporation and its consolidated subsidiaries) was incorporated
on December 12, 1924 in Harrisburg, Pennsylvania.
The Corporation has six (6) wholly-owned subsidiaries, Tri-Co. Foods
Corp., Consumers Packing Corporation, d/b/a Hanover Foods - Lancaster Division,
Spring Glen Fresh Foods, Inc., Hanover Insurance Corporation, Ltd., Nittany
Corporation and Bickel's Snack Foods, Inc. Tri-Co. Foods Corp. has three (3)
wholly-owned subsidiaries: Alimentos Congelados Monte Bello, S.A., Sunwise
Corporation and Mayapac, S.A.
Originally, the Corporation was established to provide seasonal packing
of locally grown peas, beans and other vegetables. See "Part I -- Item 1.
Business -- Risk Factors -- Seasonality and Quarterly Fluctuations." From this
beginning, the Corporation has grown to become one of the leading independent
processors of canned vegetables, frozen vegetables, frozen meat products, frozen
entrees, frozen soft pretzels, canned and frozen mushrooms, fresh foods and
snack food products in the eastern United States. The Corporation's raw
materials are readily available, and the Corporation is not dependent on a
single supplier or a few suppliers. This growth has resulted from the
Corporation's extended scope of operations, new product development and
acquisitions. See "Part I -- Item 1. Business -- Risk Factors -- Industry
Conditions and Price and Volume Fluctuations."
The Corporation is a vertically integrated processor of food products
in one industry segment. It is involved in the growing, processing, canning,
freezing, freeze-drying, packaging, marketing and distribution of its products
under its own trademarks, as well as other branded, customer and private labels.
See "Part I -- Item 1. Business -- Risk Factors -- General Risks of the Food
Industry."
The Corporation enjoys its strongest retail sales in the mid-Atlantic
states and Florida. Introduction of frozen ethnic blends, specialty vegetables,
canned pasta, frozen soft pretzels, refrigerated food, canned and frozen
mushrooms and snack food products has enabled the Corporation to increase and
expand its distribution throughout the eastern seaboard. Distribution in the
remainder of the United States is limited to food service, military and
industrial customers.
OPERATIONS
The Corporation has operations at ten (10) plants in Pennsylvania, one
(1) plant in Maryland, one (1) plant in Delaware, and two (2) plants in
Guatemala.
PRODUCTS
The Corporation markets its products under the brand names HANOVER,
HANOVER FARMS, MYERS, PHILLIPS, GIBBS, SUPERFINE, MARYLAND CHIEF, MITCHELL'S,
DUTCH FARMS, SUNWISE, O&C (jarred onions only), SPRING GLEN FRESH FOODS,
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SUNNYSIDE FOODS, NOTTINGHAM, BICKEL'S, BON TON, YORK SNACKS, CABANA and DRAPER
KING COLE. The products sold by the Corporation under these brand names include
canned vegetables, beans and pasta as well as frozen vegetables, frozen meat
products, food entrees, refrigerated and fresh foods, canned and frozen
mushrooms and potato chips. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Year Ended June 1, 2003 Results
of Operations Compared to Year Ended June 2, 2002" in the 2003 Annual Report
attached hereto as Exhibit 13 (the "Annual Report").
DISTRIBUTION
The Corporation's products are marketed under its brand labels and
customer private labels to the consumer for home use and also to the food
service trade which includes restaurants, fast food chains, hospitals and
schools as well as military and other governmental uses. The Corporation's ten
largest customers account for approximately 36% of the Corporation's net sales
for the fiscal year ended June 1, 2003 and 30% of accounts receivable as of June
1, 2003. No single customer accounted for more than 10% of net sales for the
fiscal years ended June 1, 2003, June 2, 2002, and June 3, 2001. The
Corporation's products are distributed directly to its customers and indirectly
via independent distributors. Sales activities are conducted via Corporation
employed sales personnel and independent sales brokerage firms. The Corporation
also manufactures private label food products for other food companies.
COMPETITION
The Corporation markets its food products to the retail and food
service sectors in the northeastern, mid-Atlantic, southeastern and midwestern
areas of the United States. See "Part I -- Item 1. Business -- Risk Factors --
Competition."
The principal methods of competition within the food processing
industry are: price, promotion, advertising, product quality and service.
The Corporation competes with national processors such as Birds Eye
Foods and Campbell Foods and regional processors such as Bush and Allen.
TRADEMARKS
The Corporation has various registered and unregistered trademarks,
service marks and licenses which are of material importance to the Corporation's
business. The principal trademarks of the Corporation are: Hanover, Myers,
Gibbs, Phillips, Spring Glen, L.K. Bowman, Bickel's, Bon Ton and Cabana.
BACKLOG OF ORDERS
The Corporation manufactures against customer forecasts and orders.
While at any given time there may be a backlog of orders, such backlog is not
material to total sales, nor are the changes from time to time significant.
RESEARCH AND DEVELOPMENT
The Corporation engages in research and development of new products and
improvement of existing products as well as the improvement and modernization of
its operating plants and equipment. See Note 1 of the Notes to Consolidated
Financial Statements in the Annual Report.
REGULATION
The Corporation's operations, as is the case of all food companies, are
subject to strict regulation by the U.S. Food and Drug Administration (FDA). The
Corporation is also subject to inspection by the Food Safety and Quality Service
Division (USDA), for its meat and poultry products. FDA regulates the safety of
3
the food product, the identity of the product, its purity and identification of
ingredients therein. USDA establishes grades for products and regulates
sanitation. The appropriate state agencies regulate the sanitation of the
Corporation's plants and the manufacture of food products utilizing flour in any
baking process.
The Corporation is also regulated by many other federal and state
governmental agencies such as Occupational Safety and Health Administration
(OSHA), Federal Trade Commission and U.S. Environmental Protection Agency. See
"Part I -- Item 1. Business -- Risk Factors -- Regulation."
ENVIRONMENTAL CONSIDERATIONS
The Corporation continually makes investments to comply with all
federal, state and local laws, environmental rules and regulations. To date,
such expenditures have not been material with respect to the Corporation's
capital expenditures, earnings or competitive position, and are not expected to
be in the future. See "Part I-- Item 1. Business-- Risk Factors-- Environmental
Risks."
SOURCES OF SUPPLY
The Corporation maintains an intimate involvement in all phases of
agricultural crop production as well as direct procurement of fresh vegetables.
The Corporation procures all of its fresh vegetable requirements through direct
contracts with farmers who cultivate and harvest the crops according to the
Corporation's specifications. In addition, the Corporation directly procures
beans, tomato based products, pasta, herbs and other ingredients, as well as
containers and packaging materials from outside vendors throughout the world. No
supplier provides more than 10% of the raw materials or packaging materials
purchased by the Corporation.
EMPLOYEES
As of August 1, 2003, the Corporation, its divisions and subsidiaries
employed 1,850 employees on a full-time and a seasonal basis. 1,451 employees
are employed in the United States and 399 are employed in Guatemala.
A total of 646 production workers at the Hanover, PA; Centre Hall, PA;
and Clayton, DE plants are members of the United Food and Commercial Workers
Union - Locals 1776, 72 and 56, respectively. The Hanover and Centre Hall, PA
plants each have their own three (3) year contract beginning January 1, 2003 and
ending December 31, 2005. The Clayton, DE plant has its own three (3) year
contract beginning January 1, 2002 and ending December 31, 2004. There are no
union contracts at any other plants or locations of the Corporation. The
Corporation has never had any strikes or labor disputes interfering with its
operations. Management considers labor relations to be excellent.
FOREIGN OPERATIONS
The Corporation's wholly-owned subsidiary, Tri-Co. Foods Corp., has
three wholly-owned subsidiaries, Alimentos Congelados Monte Bello, S.A. and
Mayapac, S.A., both of San Jose Pinula, Guatemala; and Sunwise Corporation,
Lakeland, Florida.
Alimentos Congelados Monte Bello, S.A. and Mayapac S.A. procure,
process and ship vegetables produced in Guatemala. Alimentos Congelados Monte
Bello S.A. and Mayapac S.A. contract with approximately 2,000 independent
farmers in Guatemala for the growing and harvesting of broccoli, cauliflower,
okra and Brussels sprouts. The raw vegetable product purchased by the
Corporation is frozen at one of two Corporation plants located in San Jose
Pinula, Guatemala; and Teculutan, Guatemala.
Sunwise Corporation imports and distributes the Guatemalan product to
the Corporation.
The business of the Corporation in Guatemala is subject to the laws of
Guatemala which may place restrictions and controls on such matters as
ownership, imports and exports, prices, product lines and transfer of funds, and
is also subject to the fluctuating exchange rate between the Guatemalan quetzal
and the U.S. dollar. See "Management's Discussion and Analysis of Financial
Conditions and Results of Operations -- Impact of Events and Commitments of
Future Operations" in the Annual Report and "Part I -- Item 1. Business -- Risk
Factors -- Risks Associated With Foreign Operations.
4
Information with respect to the revenue, cost of sales and identifiable
assets for the Corporation's foreign operations is set forth in Note 10 to the
Consolidated Financial Statements entitled "Foreign Operations" in the Annual
Report.
RISK FACTORS
Industry Conditions and Price and Volume Fluctuations
The Corporation's financial performance and growth are related to
conditions in the food processing industry. The United States food processing
industry is a mature industry. The Corporation's net sales are a function of
product availability and market pricing. In the food processing industry,
product availability and market prices tend to have an inverse relationship:
market prices tend to decrease as more product is available, whereas if less
product is available, market prices tend to increase. Product availability is a
direct result of plantings, growing conditions, crop yields and inventories, all
of which vary from year to year. In addition, price can be affected by the
planting, inventory level and individual pricing decisions of the three or four
largest processors in the industry. Generally, the market prices in the food
processing industry tend to adjust more quickly to variations in product
availability than an individual processor can adjust its cost structure; thus,
in an over-supply situation, a processor's margins likely will weaken, as
suppliers generally are not able to adjust their cost structure as rapidly as
market prices adjust for the over-supply. The Corporation typically has
experienced lower margins during times of industry over-supply. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Annual Report.
Seasonality and Quarterly Fluctuations
The Corporation's operations are affected by the growing cycle of the
vegetables it processes. The Corporation's business can be positively or
negatively affected by weather conditions nationally and the resulting impact on
crop yields. Favorable weather conditions can produce high crop yields and an
over-supply situation in a given year. This over-supply typically will result in
depressed selling prices and reduced profitability to the Corporation on the
inventory produced from that year's crops. Excessive rain or drought conditions
can produce low crop yields and a shortage situation. This shortage typically
will result in higher selling prices and increased profitability to the
Corporation. While the national supply situation controls the pricing, the
supply can differ regionally because of variations in weather.
Because many of the raw materials processed by the Corporation are
agricultural crops, production of products using these crops is predominantly
seasonal. As a result, the Corporation needs access to working capital financing
to meet its production requirements during these periods. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Annual Report.
Competition
All of the Corporation's products compete with those of other national,
major and small regional food processing companies under highly competitive
conditions. Many of the Corporation's major competitors in the market are larger
and have greater financial and marketing resources than the Corporation.
Continued industry consolidation also may increase the market strength of the
Corporation's larger competitors making it more difficult for the Corporation to
increase its market share.
Regulation
United States and foreign governmental laws, regulations and policies
directly affect the agricultural industry and food processing industry. The
Corporation is subject to regulation by the FDA, the USDA, the Federal Trade
Commission, the Environmental Protection Agency and various state agencies with
respect to production, packaging, labeling and distribution of its food
products. The application or modification of existing, or the adoption of new
laws, regulations or policies could have an adverse effect on the Corporation's
business and results of operations.
5
General Risks of the Food Industry
Food processors are subject to the risks of adverse changes in general
economic conditions; evolving consumer preferences and nutritional and
health-related concerns; changes in food distribution channels and increasing
buying power of large supermarket chains and other retail outlets that tend to
resist price increases; federal, state and local food processing controls;
consumer product liability claims; and risks of product tampering.
Environmental Risks
The disposal of solid and liquid waste material resulting from the
preparation and processing of foods are subject to various federal, state and
local laws and regulations relating to the protection of the environment. Such
laws and regulations have had an important effect on the food processing
industry as a whole, requiring substantially all firms in the industry to incur
material expenditures for modification of existing processing facilities and for
construction of upgraded or new waste treatment facilities.
The Corporation cannot predict what environmental legislation or
regulations will be enacted in the future, how existing or future laws or
regulations will be administered or interpreted or what environmental conditions
may be found to exist. Enactment of more stringent laws or regulations or more
strict interpretation of existing laws and regulations may require additional
expenditures by the Corporation, some of which could be material.
Risks Associated with Foreign Operations
Foreign operations generally involve greater risks than doing business
in the United States. Foreign economies differ favorably or unfavorably from the
United States' economy in such respects as the level of inflation and debt,
which may result in fluctuations in the value of the country's currency and real
property. Further, there may be less government regulation in various countries,
and difficulty in enforcing legal rights outside the United States.
Additionally, in some foreign countries, there is the possibility of
expropriation or confiscatory taxation, limitations on the removal of property
or other assets, political or social instability or diplomatic developments
which could affect the operations and assets of U.S. companies doing business in
that country. Some of these risks are more pronounced in developing countries,
such as Guatemala. At June 1, 2003, the total assets of the Corporation's
foreign operations were approximately $10.0 million.
Litigation Risks
The Corporation is involved in litigation with the Warehime family (see
"Part I -- Item 3. -- Legal Proceedings"). As a result of the pending litigation
there may be a change of control of the Corporation. A change in control may not
be in the best interests of shareholders and could have an adverse effect on the
Corporation's business and results of operations.
Impact of a Change in Control on the Corporation's Senior Debt
A change in control of the Corporation would trigger a repayment
obligation with respect to $22.5 million in aggregate principal amount of 7.01%
Senior Notes due September 15, 2011 of the Corporation (the "Notes). In the
event of any change of control of the Corporation, the Corporation has an
obligation to prepay the Notes in the amount equal to 100% of the outstanding
principal amount of the Notes and accrued interest thereon, together with a
premium equal to the applicable Make-Whole Amount, as defined in the Note
Purchase Agreement. A "change in control" as defined in the Note Purchase
Agreement means the date on which (i) John Warehime ceases to hold the positions
of Chairman, President and Chief Executive Officer of the Corporation or (ii)
Gary T. Knisely ceases to hold the positions of Executive Vice President and
Secretary of the Corporation. To the extent a change of control were to occur
and the Lenders demand repayment of the Notes, the Corporation would be required
to obtain an alternative funding source to repay this obligation. While the
Corporation currently believes it would be successful in obtaining additional
financing, no assurance can be given as to whether the Corporation will be
successful in obtaining additional funding sources of if such financing will be
on terms and conditions that are acceptable to the Corporation. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources" in the Annual Report.
6
WHERE YOU CAN FIND MORE INFORMATION
The files, annual, quarterly and current reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC"). You
may read and copy our reports or other filings made with the SEC at the SEC's
Public Reference Room, located at 450 Fifth Street, N.W., Washington, DC 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the operation
of the Public Reference Room. Our SEC filings are also available on the SEC's
internet website, www.sec.gov. The reference to the SEC's website, above, is
intended to be an inactive textual reference and no documents from the SEC
website are intended to be incorporated by reference in this Annual Report. We
will provide, at no cost, paper or electronic copies of our reports and other
filings made with the SEC. Requests should be directed to:
Gary T. Knisely
Hanover Foods Corporation
1486 York Street
P.O. Box 334
Hanover, PA 17331
Telephone: (717) 632-6000
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ITEM 2. PROPERTIES
The following is a list of the Corporation's manufacturing, processing
and warehousing properties. The Corporation owns each of the properties.
UNITED STATES
Hanover, PA.................... Canned and jarred products processing,
repackaging of frozen vegetables, frozen soft
pretzels manufacture, and dry and frozen
storage. Corporate research, new product
development and quality assurance laboratory
(corporate headquarters).
Centre Hall, PA................ Frozen vegetable processing, frozen food entree
and meat pie manufacturing. Dry and frozen
storage.
Lancaster, PA.................. Freeze-dried food and ice manufacturing. Dry
and frozen storage.
Nottingham, PA................. Canned mushrooms, dry storage.
Ephrata, PA.................... Refrigerated, fresh foods and soups
manufacturing. Dry, refrigerated and frozen
storage.
Manheim, PA.................... Dry storage and direct store distribution
center.
Ridgely, MD.................... Frozen peas, onions, peppers, zucchini and
celery, frozen and blanched mushrooms. Dry and
frozen storage.
Clayton, DE.................... Frozen vegetables, breaded mushrooms & okra,
frozen food entrees, meat pies and soup
manufacture. Dry and frozen storage.
York, PA (3 locations)......... Dry storage and distribution. Corn product
manufacturer.Dry storage. Extruded corn product
manufacturer. Dry storage.
GUATEMALA
San Jose Pinula................ Frozen vegetable processing, dry and frozen
storage, research and quality assurance
laboratory.
Teculutan...................... Frozen vegetable processing, dry and frozen
storage.
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ITEM 3. LEGAL PROCEEDINGS
Derivative Action
On September 13, 1996, certain Class A shareholders filed a complaint
in equity against six of the Corporation's directors and the estate of a former
director in the Court of Common Pleas of York County, Pennsylvania (the
complaint). The suit also names the Corporation as a nominal defendant. The suit
sought various forms of relief including, but not limited to, rescission of the
board's April 28, 1995 approval of John A. Warehime's 1995 Employment Agreement
and the board's February 10, 1995 adjustment of director's fees. (Since the
filing of this lawsuit, John A. Warehime's 1995 Employment Agreement was
amended.) In addition, the plaintiffs sought costs and fees incident to bringing
suit. On November 4, 1996, the complaint was amended to add additional
plaintiffs. On June 24, 1997, the Court dismissed the amended complaint for
failure to make a prior demand. An appeal was filed on the Court's June 24, 1997
Order. On December 2, 1998, the Superior Court of Pennsylvania held that the
derivative plaintiffs had made adequate demand.
On May 12, 1997, a written demand was received by the Corporation from
the attorney for those Class A shareholders containing similar allegations and
the allegations raised by the Class A common stockholders were investigated by a
special independent committee of the Board of Directors and found to be without
merit.
The director defendants filed an Answer and New Matter to the amended
complaint on March 17, 1999. On September 5, 2001, director defendants filed a
Motion to Dismiss the Derivative Action. On September 20, 2001, plaintiffs filed
an answer to director defendants' Motion to Dismiss. On May 17, 2002, the court
entered an order denying defendants' Motion to Dismiss.
On May 14, 2002, Albert Blakey, Esquire, counsel for certain of the
derivative plaintiffs filed a Petition for Fees seeking an award of $1,585,716
in attorney's fees. Defendants filed a response in opposition to the request for
fees.
On January 29, 2003, Albert Blakey, Esquire, counsel for certain
derivative plaintiffs filed a Motion for Reconsideration of the Court's December
31, 2002 denial of the Petition for Fees. A Response in Opposition to the Motion
for Reconsideration of Plantiffs' Petition for Fees was filed with the Court on
February 12, 2003.
Warehime Family Litigation
On February 13, 1997, the Board of Directors proposed an amendment and
restatement of the Corporation's Articles of Incorporation (the "Amended and
Restated Articles") which provides that if all of the following Class B
shareholders (or their estates upon the death of such shareholders), Michael A.
Warehime, John A. Warehime, Sally W. Yelland, J. William Warehime, and Elizabeth
W. Stick (all members of the Warehime family, do not agree in writing to the
composition of the Board of Directors or other important matters specified below
on or after the 1998 annual shareholders meeting, the trustees of the
Corporation's 401(k) Savings Plan (or a similar employee benefit plan), who
qualify as disinterested directors acting as fiduciaries for the employees who
participate in the Plan, and the Class A shareholders may become entitled to
vote in the manner described in the document.
The Amended and Restated Articles created a Series C Convertible
Preferred Stock, which, in case of a dispute among the above mentioned members
of the Warehime family on Board of Directors composition or other important
matters, would be entitled to 35 votes per shares (a total of 350,000 votes
based on 10,000 shares of Series C Convertible Preferred Stock issued to and
held by the trustees of the Corporation's 401(k) Savings Plan); if Series C
Convertible Preferred Stock were entitled to vote because of such dispute, each
share of Class A Common Stock would be entitled to 1/10th of a vote per share.
9
The Amended and Restated Articles also classified the terms of the
Board of Directors commencing with the election at the 1997 annual shareholders'
meeting and permitted directors to be elected for four-year term as permitted by
Pennsylvania law. Pursuant to the Corporation's Bylaws, as then in effect,
nominations for directors must be submitted to the Corporation in the manner
prescribed by the Bylaws no later than June 1 of the year in which the meeting
is to occur.
On February 21, 1997, Michael A. Warehime, a Class B shareholder, and
certain Class A shareholders filed motions for a preliminary injunction against
the Corporation, John A. Warehime, in his capacity as voting trustee, and
certain directors of the Corporation in the Court of Common Pleas of York
County, Pennsylvania against a Proposal of the Board of Directors to amend and
restate the Corporation's Articles of Incorporation in the manner described
herein.
The motions for a preliminary injunction were dismissed by the Court on
June 24, 1997. The Class B shareholders on June 25, 1997 approved the Amended
and Restated Articles (John A. Warehime, being the sole Class B shareholder
voting affirmatively in his capacity as voting trustee) and the Amended and
Restated Articles became effective June 25, 1997.
In August 1997, the Board of Directors proposed a further amendment
(the "Amendment") to the Amended and Restated Articles to expand the definition
of "disinterested directors" in the manner described below, and to approve
certain performance based compensation for John A. Warehime solely for the
purpose of making the Corporation eligible for a federal income tax deduction
pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended. A
special meeting was scheduled for August 14, 1997 (the "Special Meeting") to
vote on these proposals. On August 8, 1997, Michael A. Warehime filed a motion
in the Court of Common Pleas of York County, Pennsylvania to prevent John A.
Warehime, in his capacity as voting trustee from voting on these proposals and
to enjoin the Amendment. This motion was denied by the Court on August 11, 1997.
The Amendment and the proposal under Section 162(m) were approved by Class B
shareholders (John A. Warehime was the sole Class B shareholder to vote
affirmatively, in his capacity as voting trustee) on August 14, 1997 and the
Amendment became effective on August 14, 1997.
Under the Amendment, the definition of "disinterested directors" means
a person who, in the opinion of counsel for the Corporation, meets any of the
following criteria: (i) disinterested directors as defined in Section 1715(e) of
the Pennsylvania Business Corporations Law of 1988, as amended; (ii) persons who
are not "interested" directors as defined in Section 1.23 of The American Law
Institute "Principles of Corporate Governance: Analysis and Recommendations"
(1994); or (iii) persons who qualify as members of the Audit Committee pursuant
to Section 303.00 of the New York Stock Exchange's Listed Company Manual.
Michael A. Warehime filed an appeal from the denial of his motion to
enjoin the previously described Amendment to the Corporation's Amended and
Restated Articles. On December 2, 1998, a majority panel of the Superior Court
of Pennsylvania issued a decision holding that although John A. Warehime had
acted in good faith in voting for the Amendment to the Amended and Restated
Articles as trustee of the Warehime voting trust, he had breached his fiduciary
duty to the beneficiaries of the Warehime voting trust in voting for the
Amendment. On November 29, 1999, the Supreme Court of Pennsylvania granted a
petition for allowance of appeal, filed by John A. Warehime, and granted a
cross-petition for appeal filed by Michael A. Warehime.
On August 13, 1999, Michael A. Warehime filed a complaint in equity in
the Court of Common Pleas of York County, Pennsylvania, naming as defendants
Arthur S. Schaier, Cyril T. Noel, Clayton J. Rohrbach, Jr., John A. Warehime,
and the Corporation. The complaint sought a court order declaring that the
September 1999 election for the Board of Directors of the Corporation be
conducted in accordance with the Articles of Incorporation of the Corporation as
they existed prior to June 25, 1997, an order declaring that the Series C
Convertible Preferred Stock cannot be voted, and an order that the following
candidates for the Board of Directors of the Corporation proposed by Michael A.
Warehime, Sally Yelland, Elizabeth Stick and J. William Warehime be accepted by
the Corporation and listed on the ballot to be distributed at the annual meeting
of shareholders of the Corporation to be held on September 16, 1999: Michael A.
Warehime, Daniel Meckley, Elizabeth Stick, Sonny Bowman, and John Denton. The
basis for the complaint was the December 2, 1998 decision of the Superior Court
of Pennsylvania which held that John A. Warehime breached his fiduciary duties
in voting for the Amended and Restated Articles as trustee of the Warehime
voting trust. The requested relief was denied by the Court of Common Pleas of
York County and Michael Warehime appealed to the Superior Court of Pennsylvania.
On September 12, 2000, the Superior Court of Pennsylvania stated, in a
Memorandum decision, that the June 25, 1997 shareholder vote, which adopted the
Amended and Restated Articles of the Corporation should be set aside, and
remanded the case to the Court of Common Pleas of York County to determine what
further relief would be appropriate. On remand, the Court of Common Pleas of
York County entered an Order on October 10, 2000 declaring that the Amended and
10
Restated Articles of Incorporation were set aside and that an election should be
held without the Amended or Restated Articles. On October 11, 2000, the Supreme
Court of Pennsylvania entered an Order staying the Order of the Court of Common
Pleas of York County.
On November 27, 2000, the Supreme Court of Pennsylvania reversed and
remanded the Order of the Superior Court issued on December 2, 1998 and, in
effect, the Order of the Superior Court issued September 12, 2000. In reversing
the Superior Court's Order, the Supreme Court of Pennsylvania held that John A.
Warehime, the trustee of the voting trust, did not breach his fiduciary duties
in voting the trust shares in favor of the Amended and Restated Articles of
Incorporation. The Supreme Court remanded the case to the Superior Court of
Pennsylvania to consider other issues raised by Michael A. Warehime. On
September 17, 2002, the Supreme Court of Pennsylvania granted defendant's
Petition for Allowance of Appeal.
On May 4, 2001, the Superior Court of Pennsylvania, on remand from the
Supreme Court of Pennsylvania to decide several remaining issues, held that the
1997 amendments to the Corporation's Amended and Restated Articles of
Incorporation "violated principles of corporate democracy" and should be
invalidated even though the Superior Court found the directors acted in good
faith and their actions in approving the amendments did not result in a breach
of their fiduciary duties. A petition for allocatur was filed with the Supreme
Court of Pennsylvania requesting that the Supreme Court of Pennsylvania review
the Superior Court's May 4, 2001 ruling. On September 17, 2002, the Supreme
Court of Pennsylvania granted the petition for allocatur and oral argument was
heard in the matter on May 13, 2003.
On September 17, 2002, the Supreme Court of Pennsylvania granted the
petition for allocatur and oral argument was heard in the matter on May 13,
2003.
On December 12, 2002, Michael Warehime filed a Motion for Relief under
the Warehime v. Schaier caption in the York County Court of Common Pleas.
Michael Warehime's motion requested, inter alia, that Hanover Foods
Corporation's December 23, 2002 election be conducted according to the Articles
of Incorporation as they existed prior to June 25, 1997. Following a hearing on
December 20, 2002, the York County Court of Common Pleas denied Michael
Warehime's Motion for Relief. On January 17, 2003 Michael Warehime appealed the
Court's denial of his Motion for Relief to the Superior Court of Pennsylvania.
On December 12, 2002, Michael Warehime filed an Emergency Application
for Expedited Relief with the Pennsylvania Supreme Court in the Warehime v.
Warehime appeal concerning the election of directors noticed for December 23,
2002. The Pennsylvania Supreme Court denied Michael Warehime's emergency
application on December 20, 2002.
The Corporation is involved in various other claims and legal actions
arising in the ordinary course of business. In the opinion of management, the
ultimate disposition of these matters will not have a material adverse effect on
the Corporation's consolidated financial position, results of operations or
liquidity.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Information contained under the caption "Market for the Registrant's
Common Equity and Related Stockholder Matters" in the Corporation's Annual
Report to Shareholders as of and for the year ended June 1, 2003, which is
attached as Exhibit 13, is incorporated herein by reference in response to this
item. See "Part III -- Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters -- Equity Compensation Plan
Information" regarding the Corporation's equity compensation plans.
11
ITEM 6. SELECTED FINANCIAL DATA
Information contained under the caption "Financial Highlights Five
Years" in the Corporation's Annual Report to Shareholders as of and for the year
ended June 1, 2003, which is attached as Exhibit 13, is incorporated herein by
reference in response to this item.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Information contained under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Corporation's
Annual Report to Shareholders as of and for the year ended June 1, 2003, which
is attached as Exhibit 13, is incorporated herein by reference in response to
this item.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information contained under the caption "Quantitative and Qualitative
Disclosures about Market Risk" in the Corporation's Annual Report to
Shareholders as of and for the year ended June 1, 2003, which is attached as
Exhibit 13, is incorporated herein by reference in response to this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements for Hanover Foods Corporation and Subsidiaries
contained in the Corporation's Annual Report to Shareholders as of and for the
year ended June 1, 2003, and quarterly financial data contained in the
Corporation's Annual Report to shareholders as of and for the year ended June 1,
2003, which is attached as Exhibit 13, are incorporated herein by reference in
response to this item.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES
Controls and Procedures
Quarterly evaluation of the Company's Disclosure and Internal Controls. The
Company evaluated the effectiveness of the design and operation of its
"disclosure controls and procedures" ("Disclosure Controls") as of the end of
the period covered by this Form 10-K and any changes in internal controls over
financing reporting that occurred during the last quarter of its fiscal year.
This evaluation ("Controls Evaluation") was done under the supervision and with
the participation of management, including the Chief Executive Officer ("CEO")
and Chief Financial Officer ("CFO").
Limitations on the Effectiveness of Controls. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within the Company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of any
system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions;
over time, control may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost effective control system,
misstatements due to error or fraud may occur and not be detected. The Company
conducts periodic evaluations of its internal controls to enhance, where
necessary, its procedures and controls.
12
Conclusions. Based upon the Controls Evaluation, the CEO and CFO have concluded
that the Disclosure Controls are effective in reaching a reasonable level of
assurance that management is timely alerted to material information relating to
the Company during the period when its periodic reports are being prepared. In
accord with SEC requirements, the CEO and CFO conducted an evaluation of the
Company's internal control over financial reporting ("Internal Controls") to
determine whether there have been changes in Internal Controls occurred during
the quarter that have materially affect or which are reasonable likely to
materially affect Internal Controls. Based on this evaluation, there has been no
such changes in Internal Controls during the quarter covered by this report.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE CORPORATION
The following table sets forth the name, age and the present principal
occupation or employment, and the name, principal business and address of any
corporation or other organization in which such employment is carried on, of the
directors of the Corporation.
Director
Name Age (1) Principal Occupation or Employment Since
- -------------------------------- --------- ----------------------------------------------------------------
John A. Warehime................ 65 Chairman of the Board, President and Chief Executive 1985
Officer of the Corporation
Clayton J. Rohrbach............. 83 Retired; formerly Vice President of Marketing at CPC 1984
International
Cyril T. Noel (2)............... 78 Retired; formerly Vice President of Finance of the 1983
Corporation
T. Edward Lippy................. 73 Vice President of Lippy Brothers, Inc. 1994
Arthur S. Schaier............... 61 President & CEO at Schaier Nissan & Schaier Honda, 1994
Schaier's Enterprises, Inc.
James G. Sturgill, CPA, CVA..... 62 Managing Partner at Sturgill & Associates, LLP 1994
James A. Washburn............... 53 Chairman and CEO at Park 100 Foods, Inc. 1996
Jennifer W. Carter(3)........... 39 Assistant to the Chairman 2002
- -----------------------
(1) Age as of August 11, 2003.
(2) Mr. Noel served on the Board from May 1983 until June 1994 and from October
1994 to present.
(3) Ms. Carter is the daughter of John A. Warehime.
The Corporation's Bylaws, provide that the board of directors should
consist of not less than seven and not more than fifteen directors. The Amended
and Restated Articles of Incorporation and amendments thereto (the "Articles of
Incorporation") of the Corporation provide that the board of directors is
divided into four classes, having staggered terms of office, which are as equal
in number as possible, and that the members of each class of directors are to be
elected for a term of four years and will serve until their successors have been
elected and qualify.
The following information about the Corporation's directors is based,
in part, upon information supplied by such persons.
John A. Warehime has served as Chairman of the Board and Chief
Executive Officer of the Corporation since 1989 and as a Director of the
Corporation since 1985. Mr. Warehime has 50 years of experience in the food
processing industry.
Clayton J. Rohrbach is currently retired. Prior to his retirement, Mr.
Rohrbach was employed at CPC International, a large New York Stock Exchange
traded food company located in Englewood Cliffs, New Jersey, from 1975 through
1985 as Vice President of Marketing.
Cyril T. Noel is currently retired. Mr. Noel was the Vice President of
Finance of the Corporation from 1985 through 1994. Mr. Noel has served on the
Board from May 1983 until June 15, 1994 and from October 18, 1994 to the
present.
13
T. Edward Lippy has been the Vice President of Lippy Brothers, Inc., a
family farming company located in Hampstead, Maryland, since 1994. Mr. Lippy has
served as: Vice Chairman and Director of Farmers & Merchants Bank, a public
company located in Fowblesburg, Maryland, since 1989. Additionally, Mr. Lippy,
served as the Chairman of Baltimore Farm Credit Bank from 1990 through 1992 and
as Chairman of the Farm Credit Council, Washington, D.C. from 1993 through 1997.
Arthur S. Schaier has been a shareholder; President & CEO - Schaier
Nissan, Schaier Honda, and Schaier Enterprieses, Inc., a retail car dealership
headquartered at Long Beach, California since 2003. Prior to 2003, he was
Corporate General Manager of Earnhardt's Dodge Motor Companies located in
Gilbert, Arizona, since 1981.
James G. Sturgill, CPA, CVA, has been the Managing Partner at Sturgill
& Associates, LLP, a public accounting firm headquartered in Westminster,
Maryland, since 1993. Prior to 1993, he was employed at Sturgill, Rager &
Lehman, a firm located in Westminster, Maryland from 1980 to 1993.
James A. Washburn has been the Chairman and Chief Executive Officer of
Park 100 Foods, Inc., a food manufacturing company, located in Tipton, Indiana,
since 1991. Mr. Washburn also is Chief Executive Officer of Hamilton Medaris
Corporation and H.M.C. Transportation located in Fishers, Indiana.
Jennifer W. Carter has been Sales and Marketing Facilitator at the
Corporation since 1997 and Assistant to the Chairman of the Corporation since
June 1, 2000. Ms. Carter is the daughter of John Warehime.
T. Michael Haugh has been President of Hospitality Management
Corporation, Abbottstown, Pennsylvania, a contract food service company
including a fine dining restaurant and off-premises catering operation, since
1997.
EXECUTIVE OFFICERS OF THE CORPORATION WHO ARE NOT ALSO DIRECTORS
14
Principal Occupation During
Name and Age (1) Past Five (5) Years and Term in Office
- ------------------ --------------------------------------
GARY T. KNISELY, ESQUIRE Executive Vice President-1995-Present;
Chief Financial Officer, Counsel Vice President-Administration-1989-1995;
Executive Vice President and Secretary Counsel-1987-Present; Secretary-1987-
Age: 54 Present. Mr. Knisely also acts as Chief
Financial Officer of the Corporation
(January 1996-Present).
PIETRO D. GIRAFFA, JR. Vice President-Controller-1996-Present;
Vice President-Controller Controller-1984-1996. Mr. Giraffa also acts as
Chief Accounting Officer Chief Accounting Officer of the Corporation
Age: 57 (January 1996-Present).
ALAN T. YOUNG Senior Vice President-Purchasing & Transportation
Senior Vice President-Purchasing July 28, 2000-Present;
and Transportation Vice President-Transportation-1996-2000;
Age: 60 Vice President-Operations-1991-1996;
Director of Corporate Logistics-1990-1991;
Manager of Corporate Systems-1986-1990.
DANIEL E. SCHUCHART Vice President of Sales-October 19, 2000-Present;
Vice President of Sales Vice President of Industrial Sales-June 1, 1995-
Age: 49 October 18, 2000.
STEVEN E. ROBERTSON Treasurer - January 2003 - Present
Treasurer Treasury Manager- 1991 - January 2003
Age: 47
(1) Age as of August 11, 2003.
FAMILY RELATIONSHIPS OF DIRECTORS AND EXECUTIVE OFFICERS
Director Jennifer W. Carter is the married daughter of John A.
Warehime, Chairman, Chief Executive Officer and President of the Corporation.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires that directors and certain officers of the Corporation
file reports of ownership and changes in ownership with the Securities and
Exchange Commission as to the shares of the Corporation Class A Common Stock
beneficially owned by them.
Based solely on its review of copies of such forms received by it, the
Corporation believes that during the Corporation's fiscal year ended June 1,
2003, all filing requirements applicable to its directors and officers were
complied with in a timely fashion.
BOARD OF DIRECTORS, COMMITTEES AND ATTENDANCE AT MEETINGS
The Board of Directors held four meetings during fiscal 2003. Each
director attended 75% or more of the meetings of the Board and committees of
which they were members during fiscal 2003.
The Board of Directors has a Compensation Committee to make
recommendations to the Board of Directors concerning compensation for the
Corporation's executive officers and take such other actions as may be required
in connection with the Corporation's compensation and incentive plans. During
fiscal 2003, the Compensation Committee held one meeting. Members of the
Compensation Committee include Directors Rohrbach and Schaier. The report of the
Compensation Committee is contained elsewhere herein.
15
The Board of Directors also has an Audit Committee which is responsible
for among other things, reviewing the Corporation's audited financial
statements, reviewing the accounting and auditing principles and procedures,
approving all audit and permissible non-audit services performed by the
independent accountants, appointing and compensating the Corporation's
independent accountants, reviewing with the accountants the results of the audit
engagement and considering the independence of the accountants. Members of the
Audit Committee include Directors Noel, Rohrbach, and Schaier. The Board of
Directors believes that all Audit Committee members are independent as required
by the Listing Standards of the New York Stock Exchange. The Audit Committee met
three times during fiscal 2003. On July 27, 2001, the Board of Directors adopted
an Audit Committee Charter.
The Board of Directors has not appointed a standing Nominating
Committee. The function of the nominating directors is carried out by the entire
Board of Directors. Pursuant to the Amended and Restated Bylaws, a shareholder
may nominate persons for election as director, provided that the shareholder (i)
is a holder of a class of stock entitled to vote for the election of directors
at the meeting of shareholders, and (ii) complies with the notice procedures of
Article III, Section 2 of the Amended and Restated Bylaws. This section as
currently in effect provides that the nominating shareholder must deliver notice
of the nomination to the Corporation's Secretary not later than June 1 of the
calendar year in which the meeting to elect the director or directors is to be
held. The required notice must contain certain information, including
information about the nominee, as prescribed in the Bylaws. However, if the
number of directors to be elected is increased subsequent to the June 1 deadline
for submission of shareholder nominations, the deadline for the submission of
nominations for director pursuant to this Section 2 of Article III of the
Amended and Restated Bylaws is 15 calendar days after the Corporation mails
notice of the meeting at which the additional directors are to be elected.
DIRECTOR COMPENSATION
During fiscal year 2003, each director of the Corporation was paid an
annual retainer of $12,000 payable in equal monthly installments of $1,000.
Board Members also receive a fee of $1,500 for each quarterly Board meeting
attended in person and $750 for each quarterly Board meeting which the director
participated in by telephone. Directors are paid $1,000 for each special Board
meeting attended in person and $500 for each special Board meeting which the
director participated in by telephone. In addition, an annual fee of $1,000 per
year was paid for service as a committee chairman. Committee members also
received a fee of $1,000 for each committee meeting attended in person and $500
for each committee meeting which the director participated in by telephone.
In addition, prior to fiscal year 2002, James Sturgill, a director of
the Corporation, provided consulting services on an hourly fee basis.
AUDIT COMMITTEE REPORT
On July 25, 2003, the Audit Committee met with management to review and
discuss the audited financial statements. The Audit Committee also conducted
discussions with its independent auditors, KPMG LLP, regarding the matters
required by the Statement on Auditing Standards No. 61. As required by
Independence Standards Board Standard No. 1, "Independence Discussions with
Audit Committees," the Audit Committee has discussed with and received the
required written disclosures and a confirming letter from KPMG LLP regarding its
independence and has discussed with KPMG LLP its independence. Based upon the
review and discussions referred to above, the Audit Committee recommended to the
Board of Directors that the audited financial statements be included in the
Corporation's Annual Report on Form 10-K for the year ended June 1, 2003.
This Audit Committee Report shall not be deemed incorporated by
reference in any document previously or subsequently filed with the Securities
and Exchange Commission that incorporates by reference all or any portion of
this Annual Report on Form 10-K, except to the extent that the Corporation
specifically requests that the Audit Committee Report be specifically
incorporated by reference.
16
Members of the Audit Committee
Cyril T. Noel Clayton Rohrbach, Jr. Arthur S. Schaier
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth certain information regarding the
compensation paid to the Chief Executive Officer and each of the four other most
highly compensated executive officers of the Corporation for services rendered
in all capacities during the past three fiscal years ("Named Officers").
SUMMARY COMPENSATION TABLE
Annual Compensation
Other Annual
Name and Principal Position Fiscal Year Salary Bonus Compensation
- ----------------------------------------------------------------------------------------------------------
John A. Warehime............................ 2003 $737,095 $432,045 $6,695(1)
Chairman, President and Chief Executive Officer 2002 701,995 455,505 6,623(1)
2001 668,544 475,472 4,095(1)
Gary T. Knisely............................. 2003 $243,101 $243,101 $-0-
Chief Financial Officer, Counsel, Executive 2002 231,525 231,525 -0-
Vice President and Secretary 2001 220,500 -0- -0-
Alan T. Young............................... 2003 $150,819 $158,507 $-0-
Senior Vice President - Purchasing and 2002 146,426 153,217 -0-
Transportation 2001 142,161 8,116 -0-
Pietro D. Giraffa, Jr....................... 2003 $137,683 $137,683 $-0-
Vice President - Controller and Chief 2002 131,127 131,127 -0-
Accounting Officer 2001 127,308 -0- -0-
Daniel E. Schuchart......................... 2003 $124,373 $124,373 $-0-
Vice President - Sales 2002 118,450 94,405 -0-
2001 115,000 27,880 -0-
Long Term Compensation Awards
Securities
Underlying Options All Other
Name and Principal Position SARS (5) Compensation
- ----------------------------------------------------------------------------------------
John A. Warehime............................ -0- $1,025,509(2)(4)
Chairman, President and Chief Executive Officer -0- 934,500
-0- 756,781
Gary T. Knisely............................. 2,000(6) $181,425(3)(4)
Chief Financial Officer, Counsel, Executive -0- 89,000
Vice President and Secretary -0- 116,500
Alan T. Young............................... 1,500(6) $10,000(4)
Senior Vice President - Purchasing and -0- 7,638
Transportation -0- 8,500
Pietro D. Giraffa, Jr....................... 1,000(6) $10,000(4)
Vice President - Controller and Chief -0- 6,477
Accounting Officer -0- 7,895
Daniel E. Schuchart......................... 1,000(6) $10,000(4)
Vice President - Sales -0- 7,245
-0- 8,160
- ---------------
(1) Includes perquisites paid pursuant to the June 12, 1995 Employment
Agreement, as amended, including the value of a company car and country club
dues totaling $6,695.
(2) Includes the Corporation's payment for premiums of $153,000 for two
split-dollar life insurance policies on the life of Patricia M. Warehime,the
wife of Mr. Warehime, and the accrual of $862,509 to reflect supplemental
pension benefits to be paid pursuant to Mr. Warehime's Employment Agreement
dated June 12, 1995, as amended.
(3) Includes the Corporation's accrual of $171,425 to reflect supplemental
pension benefits to be paid pursuant to Mr. Knisely's Employment Agreement,
dated January 23, 1997.
(4) Includes the Corporation's matching contributions pursuant to the 401 (k)
Plan made to the accounts of Messrs. Warehime, Knisely, Young, Giraffa and
Schuchart in the amount of $10,000.
(5) On June 20, 2002, the Corporation granted stock options to purchase a total
of 13,500 shares of the Corporation's Class B common stock to the executive
officers and key employees, other than John Warehime. No options were
granted to John Warehime.
(6) Such options have a exercise price of $110.00 per share and vest at a rate
of 12.5% of the initial award per year beginning June 20, 2004.
On June 20, 2002, the Corporation granted stock opions to purchase
5,500 shares of the Corporation's Class B common stock to the Named Officers
other than John Warehime. No options were granted to John Warehime.
17
2002 STOCK OPTION PLAN
On June 20, 2002, the Corporation's Board of Directors adopted the
Hanover Foods Corporation 2002 Stock Option Plan (the "Stock Option Plan").
34,600 shares of the Corporation's Class B common stock, par value $25.00 per
share, are authorized for issuance under the Stock Option Plan, and options to
purchase 13,500 shares were granted during fiscal 2003. All officers and key
employees of the Corporation and of any present or future parent or subsidiary
of the Corporation are eligible to receive options under the Stock Option Plan,
excluding John A. Warehime. No individual may receive options under the Stock
Option Plan for more than 15% of the total number of shares of the Corporation's
Class B common stock authorized for issuance under the Stock Option Plan.
The Stock Option Plan will be administered by the Corporation's Board
of Directors or by an option committee appointed by the Corporation's Board of
Directors. The option committee will consist of a minimum of two and a maximum
of five members of the Board of Directors, each of whom will be a "non-employee
director" within the meaning of Rule 16b-3(b)(3) under the Exchange Act.
Options issued pursuant to the Stock Option Plan will be non-qualified
stock options. (An "incentive stock option" is an option that satisfies all of
the requirements of Section 422(b) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder, and) a "non-qualified stock option" is
an option that either does not satisfy all of those requirements or the terms of
the option provide that it will not be treated as an incentive stock option. The
option price for options issued under the Stock Option Plan will be equal at
least to the fair market value of the Corporation's Class B common stock on the
date of the grant of the option. Options will not be granted pursuant to the
Stock Option Plan after the expiration of ten years from June 20, 2002. The
number of shares available for award under the Stock Option Plan is subject to
adjustment in the event of any change in the outstanding shares of the Class B
common stock as a result of, among other circumstances, a stock dividend, stock
split, recapitalization, merger, transfer of assets, or reorganization.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
Number of
Securities % of Total
Underlying Options/SARs Exercise Black Scholes
Options/SARs Granted to or Base Grant Date
Granted Employees in Price Expiration Present
Name (#)(1) Fiscal Year ($/sh) Date Value ($) (2)
- -------------------------------------------------------------------------------------------------------------
John A. Warehime -0- -0- -0- N/A N/A
Chairman & CEO
Gary T. Knisely 2,000 -0- $110.00 6/20/12 $52,460
Chief Financial Officer
Alan T. Young 1,500 -0- $110.00 6/20/12 $39,345
Senior V.P. Procurement/Traffic
Pietro D. Giraffa, Jr. 1,000 -0- $110.00 6/20/12 $26,230
Chief Accounting Officer
Daniel E. Schuchart 1,000 -0- $110.00 6/20/12 $26,230
V.P. of Sales
- -------------------------
(1) Such options have a term of 10 years and vest over 8 years.
(2) The Corporation utilized the Black-Scholes option pricing model. The
Corporation's use of this model should not be construed as an endorsement of
its accuracy for valuing options. All stock option valuation models,
including the Black-Scholes model, require a prediction about the future
movement of the stock price. The real value of the options in this table
depends upon the actual performance of the Corporation's stock during the
applicable period. The following Black-Scholes assumptions were utilized:
18
Risk-free interest rate 3.5%
Dividend yield 1%
Expected life 9
Market price at grant $114
Expected volatility 8.6
AGGREGATED OPTIONS/SAR EXERCISED IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Fiscal Options / SARs at
Year End Fiscal Year End
Shares Acquired Exercisable/ Exercisable/
Name On Exercise Value Realized($) Unexercisable Unexercisable (1)
- ------------------------------- --------------- ----------------- ----------------------- ---------------------
John A. Warehime - - 0/0 0/0
Chairman & CEO
Gary T. Knisely - - 0/1200 0/$8,000
Chief Financial Officer
Alan T. Young - - 0/1500 0/$6,000
Senior VP - Procurement/Traffic
Pietro D. Giraffa, Jr. - - 0/1000 0/$4,000
Chief Accounting Officer
Daniel E. Schuchart - - 0/1000 0/$4,000
VP of Sales
- -------------------
(1) Represents the aggregate market value (market price of the Common Stock less
the exercise price) of the options granted based upon the closing sales
price per share of $114.00 on June 1, 2003.
(2) The exercise price of options is $110.00 per share.
EMPLOYEE STOCK TRUST
The Hanover Foods Corporation Employee Stock Trust (the "Trust") was
revised and restated effective June 20, 2002. The Trust is designed to fund
contributions to employee benefit plans for non-union employees of Hanover
(excluding John A. Warehime), including, but not limited to, the Hanover Foods
Corporation Employee Stock Ownership Plan ("ESOP"), and the Stock Option Plan.
Currently, stock held in the Trust is allocated to either the Employee Stock
Ownership Plan sub-account or the Stock Option Plan sub-account and the stock in
each sub-account is to be used exclusively to satisfy the Corporation's
obligations under the applicable benefit plan. Stock held in the ESOP
sub-account is voted by the trustee, Cyril T. Noel, pursuant to the instructions
of active participants in the ESOP. Stock held in the Stock Option Plan
sub-account is voted by the trustee pursuant to the instructions of holders of
unexercised stock options. All voting instructions are made on a confidential
basis. Shares for which no instructions are given are voted in the same
proportion as shares for which instructions are given. The trustee is not
required to obtain instruction for voting on procedural or ministerial matters
such as shareholder meeting procedure.
19
Dividends and other distributions attributable to stock held in the
Trust are to be used exclusively for the purpose of satisfying the Corporation's
obligations under its various employee benefit plans. The Trust is irrevocable,
provided however, no shares of stock held by the Trust may be transferred to any
other employee benefit plan other than the ESOP or to satisfy obligations under
the Stock Option Plan for a period of five years from the effective date of the
Trust. Stock held in the Trust is governed exclusively by the terms of the Trust
Agreement and is not directly or indirectly controlled by the Board of
Directors. Concurrent with the revision and restatement of the Trust, the
Corporation contributed an additional 13,500 shares of Hanover Class B common
stock to the Trust for the purpose of funding obligations under the Stock Option
Plan.
EMPLOYEE STOCK OWNERSHIP PLAN
On January 1, 2001, the Corporation adopted the Hanover Foods
Corporation Employee Stock Ownership Plan. The ESOP is a defined contribution
employee pension plan designed to invest primarily in securities of the
Corporation. Non-union employees, except John A. Warehime, are eligible to
participate upon completion of one year of service. Contributions may be made
annually at the discretion of the Corporation. Contributions to the ESOP may
take the form of cash or securities of the Corporation. It is intended that
contributions will be made primarily by the transfer of Class B common stock of
the Corporation from the Employer Stock Trust to the ESOP. Securities so
contributed to the ESOP are allocated to the accounts of all "active
participants" in the ESOP in proportion to each participant's compensation.
"Active participant" is defined as each participant who has completed a year of
service during the plan year or retired or was on leave as of the last day of
the plan year. Although the ESOP is designed to invest primarily in Corporation
securities, participants have the option to diversify their accounts after
completing 10 years of participation and attaining age 55. Up to 50% of each
such participant's account may be invested in securities other than Corporation
securities.
Corporation securities owned by the ESOP are voted by the ESOP trustee,
Cyril T. Noel. Participants with Corporation securities allocated to their
accounts are permitted to instruct the ESOP trustee as to the manner in which
such shares are voted. All voting instructions are made on a confidential basis.
The instruction so received are tabulated on a "one share one vote" basis. All
shares held by the ESOP for which instruction is not received, including
unallocated shares and shares allocated to the account of a participant who
declines to instruct the trustee as to the manner in which such shares should be
voted, are voted proportionately in accordance with the tabulation of the voting
instructions received by the trustee. The trustee is not required to obtain
instruction from ESOP participants for voting on procedural or ministerial
matters such as shareholder meeting procedure.
401(K) SAVINGS PLAN
On April 2, 1990, the Corporation adopted a defined contribution
benefit plan, known as the Corporation's 401(k) Savings Plan (the "401(k)
Plan"). The 401(k) Plan was amended on June 5, 1992, April 4, 1994, April 28,
1995, July 25, 1997, December 14, 1997 and July 25, 2002 to read in its present
form. Non-union, full-time domestic employees and those employees who are
members of Local 56 of the United Food and Commercial Workers Union are eligible
to participate after completion of one year of service. Each eligible employee
has the option to defer up to 16% of his or her total annual cash compensation
per year. As of December 31st of each year, the Corporation, at its discretion,
may make matching contributions equal to one hundred percent of each
participating employee's account for the first five percent of compensation
deferred by each employee. These contributions may be made in cash, Corporation
stock, or a combination of cash and Corporation stock. The 401(k) Plan provides
various investment options. The 401(k) Plan provides for loans to plan
participants but does not permit early withdrawals. Matching contributions made
by the Corporation to the accounts of the Named Officers are included in the
Summary Compensation Table contained previously herein.
Corporation securities owned by the 401(k) Plan are voted by the 401(k)
Plan trustees: Cyril T. Noel, Clayton J. Rohrbach, and Arthur S. Schaier. All
shares held by the 401(k) Plan are voted as a block according to the decision of
a simple majority vote of the 401(k) Plan trustees who actually cast a vote.
Each 401(k) Plan trustee is entitled to abstain from voting. If only one 401(k)
Plan trustee chooses to cast a vote, the vote shall be legally effective,
provided that such 401(k) Plan trustee is the chairman of the board (unless the
chairman of the board elects in writing otherwise). None of the trustees
currently serves as such chairman of the board.
20
EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL SEVERANCE AGREEMENTS
On June 12, 1995, the Corporation entered into a five-year employment
agreement with its Chief Executive Officer, John A. Warehime, at an annual base
salary of $650,000 with such compensation payable retroactively from April 1,
1994 (the "1995 Employment Agreement"). The 1995 Employment Agreement was
amended on February 13, 1997 ("Amended Employment Agreement"). The principal
terms of Mr. Warehime's employment arrangements with the Corporation as amended
by the Amended Employment Agreement are set forth below.
The Amended Employment Agreement provides for annual increases (but not
decreases) in the employee's annual salary equal to the greater of 5% of the
prior year's salary or the annual percentage increase in the Consumer Price
Index (CPI). Mr. Warehime's annual base salary for fiscal 2003 and 2002 was
$737,095 and $701,995, respectively. Unless terminated by either party, the
Amended Employment Agreement automatically renews annually on each anniversary
date so that five years always remain on the term of the agreement. In the event
the employee is terminated without cause, or in the event the employee
terminates his employment after a reduction (without his written consent) of his
duties or authority, compensation, or similar events, the Amended Employment
Agreement provides for the payment of the salary and bonus (including all other
benefits) over the remaining term of the agreement. In the event of termination
due to death or disability, the Amended Employment Agreement provides for the
same payment to the employee (or in the event of the death of the employee, his
spouse, or descendants) for one year and thereafter the payment of supplemental
pension benefits as described below. In addition, the Amended Employment
Agreement provides for the reimbursement by the Corporation of the employee's
legal and accounting fees up to $75,000 per year and reasonable business
expenses incurred by the employee in connection with the business of the
Corporation. The Amended Employment Agreement also provides the employee with
various other benefits including the use of an automobile, disability and life
insurance, and a club membership.
The annual bonus payable to the employee under the Amended Employment
Agreement is equal to $100,000 plus 10% of the Corporation's pretax earnings
over $5.0 million provided that no annual bonus is payable if pretax earnings of
the Corporation are less than $5.0 million. The Amended Employment Agreement
limits salary and the annual bonus payment described above to an aggregate of
not more than $1.0 million annually. Annual bonuses can be paid in cash or Class
A Common (non-voting) Stock at the option of the employee. For the years ended
June 1, 2003, June 2, 2002, and June 3, 2001, the bonus accrued under this
agreement was $262,905, $298,000, and $331,000, respectively.
The Amended Employment Agreement also provides for the annual payment
of a long-term performance bonus based upon the Corporation's performance over
the prior five-year period as measured by its average sales growth and average
increase in operating profits as compared to an industry peer group over the
same period. The bonus payable is calculated based upon a formula matrix set
forth in the Amended Employment Agreement, with such formula being recommended
by an independent management consulting firm retained by the Corporation and
approved by the Compensation Committee of the Board of Directors. For the years
ended June 1, 2003, June 2, 2002, and June 3, 2001, the long-term performance
bonus accrued under this agreement was $169,140, $157,000, and $144,000,
respectively.
The Amended Employment Agreement provides for annual supplemental
pension benefits, commencing upon the earlier of (a) five years after
termination of the employee (or one year following his death or disability) or
(b) the date of retirement, payable during the life of the employee and upon his
death for the life of his spouse. Such annual supplemental pension benefits are
equal to 60% of average total compensation (including bonuses) over the latest
three-year period prior to retirement, assuming retirement at age 65 or later.
Supplemental pension benefits are reduced based upon an established formula to
the extent the employee retires prior to age 65. The net present value of the
cost of providing this future benefit is recognized by the Corporation over the
remaining expected years of service. The expense recognized under this agreement
was approximately $863,000, $773,000 and $628,000 for the years ended June 1,
2003, June 2, 2002, and June 3, 2001, respectively. The projected benefit
obligation was approximately $4,447,000 and $3,584,000 at June 1, 2003 and June
2, 2002, respectively.
The Amended Employment Agreement was revised effective as of August 1,
1997 to make certain clarifying changes and to require that bonus payments to
Mr. Warehime in any taxable year in excess of $1.0 million would be subject to
shareholder approval, which shareholder approval was given on August 14, 1997.
21
On January 23, 1997, the Corporation entered into a five-year
employment agreement with Gary T. Knisely, Executive Vice President, Secretary,
and Counsel of the Corporation, at an annual salary of $175,000 with such
compensation payable retroactively from June 1, 1996 (the "Knisely Agreement").
Unless terminated by either party, the Knisely Agreement automatically renews
annually on each anniversary date so that five years always remain on the term
of the agreement. The Knisely Agreement provides for annual salary increases
(but not decreases) equal to the greater of 5% of the prior year's salary or the
annual percentage increase in the CPI, as well as incentive bonuses and various
other benefits. As of June 1, 2003, the aggregate liability of the Corporation
under this agreement for the next five years is estimated to be $1,410,452,
excluding annual performance bonuses. In the event the employee is terminated
without cause, or in the event the employee terminates his employment after a
reduction (without his written consent) of his duties or authority,
compensation, or similar events, the Knisely Agreement provides for the payment
of the salary and bonus (including all other benefits) over the remaining term
of the agreement. In the event of termination due to death or disability, the
Knisely Agreement provides for the payment of salary and bonus (including all
other benefits) to the employee (or his spouse or other descendants in the event
of the employee's death) for the later of one year from the date of such
termination or the death of the employee.
The Knisely Agreement also provides for annual supplemental pension
benefits equal to 60% of the employee's average annual compensation (including
bonuses but excluding other benefits) over the three most recent fiscal years
prior to the employee's termination if the employee is no longer employed by the
Corporation and the employee has attained the age of 55. Such annual
supplemental pension benefits are payable for the remainder of the lifetime of
the employee. The net present value of the cost of providing this future pension
benefit is recognized by the Corporation over Mr. Knisely's expected remaining
years of service. The expense recognized for supplemental pension benefits under
this agreement was approximately $171,000, $81,000, and $108,000, for the years
ended June 1, 2003, June 2, 2002, and June 3, 2001, respectively. The projected
benefit obligation was approximately $593,000 and $422,000 and at June 1, 2003
and June 2, 2002, respectively.
On May 21, 1997, the Corporation entered into a change in control
severance agreement with Alan T. Young which provides for termination
compensation if Mr. Young's employment is terminated: (i) involuntarily, within
24 months of change in control or (ii) voluntarily, following a reduction in
base salary, duties and responsibilities, within 24 months of a change in
control. A "change in control" shall be deemed to occur if John A. Warehime
ceases to be Chief Executive Officer of the Corporation or ceases to have the
power and authority of the Chief Executive Officer. Pursuant to the terms of
this agreement, any payment due thereunder shall be made over a two year period
no less frequently than monthly and all payments during any twelve month period
shall not in the aggregate exceed the officer's total cash compensation (salary
and bonus) received from the Corporation during fiscal 2001.
On October 17, 2001, the Corporation entered into a similar change in
control severance agreement with each of the following eight officers: Mr.
Pietro D. Giraffa, Jr., Mr. Edward L. Boeckel, Jr., Mr. Daniel E. Schuchart, Mr.
William S. Gaugler, Jr., Mr. Timothy D. Mechler, Ms. Jennifer L. Carter, Mr.
Jeffrey A. Warehime and Mr. J. Andrew Warehime. Jeffrey A. Warehime, Andrew
Warehime and Jennifer Carter are the adult children of John Warehime, the
Chairman of the Corporation.
All payments made pursuant to any of these agreements are subject to
the further conditions that: (i) the officer maintain the confidentiality of the
Corporation's trade secrets, customer lists and other proprietary information of
the Corporation; (ii) for a period of two years following the termination of the
officer, neither the officer or his employer or business associate shall enter
into or attempt to enter into any business relationship, solicit for employment
or employ any person, employed by the Corporation or its affiliates at any time
within six months prior to the officer's termination; and (iii) for a period of
two years following the termination, the officer shall not directly or
indirectly own, manage, operate, join or participate in any capacity, any entity
which is primarily engaged in a business which competes with any significant
business of the Corporation or its affiliates. If the executives were terminated
on June 1, 2003, under circumstances entitling them to severance payments
pursuant to these agreements, the aggregate amount due to each under the
agreement would have been as follows: Mr. Young $387,810, Mr. Giraffa $331,472,
Mr. Boeckel $240,626, Mr. Schuchart $313,326, Mr. Gaugler $217,648, Mr. Mechler
$216,892, Ms. Carter $175,740, Mr. Jeffrey A. Warehime $240,500 and Mr. J.
Andrew Warehime $123,678.
22
The Corporation is also committed to another employee, Patricia H.
Townsend, under a previous employment contract, which provides for minimum
salary levels, annual adjustments, as well as incentive bonuses and for a term,
which ends in March 2004. Provisions contained in the agreement provide for
continuation of the remuneration for the remainder of the term of the agreement
in the event of termination, incapacity, death, or disability. The estimated
commitment for future salaries through the duration of the agreement as of June
1, 2003 was approximately $64,699.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Hanover Foods has designed its executive compensation program to
attract, motivate and retain talented executives. Toward this end, the executive
compensation program provides:
o A base salary program and benefits to attract and retain talented
executives who demonstrate the qualities required in Hanover
Food's business operations and who meet the Corporation's
established goals and standards.
o Annual incentive bonus payments that are highly variable based on
the achievement of the Corporation's pre-tax earnings goals and
pre-established individual goals. These incentive bonuses reward
individuals whose performance contributes to achieving strategic
and financial corporate objectives, which increase shareholder
value. Additionally, the long-term component of the Chief
Executive Officer's bonus is determined pursuant to a formula
based on the Corporation's performance over the prior five years
as compared to an industry peer group over the same period.
The Corporation's officer compensation program is comprised of base
salary, annual cash incentive compensation and various benefits generally
available to all full-time employees of the Corporation, including participation
in group medical and life insurance plans and a 401(k) plan. The Corporation
seeks to be competitive with compensation programs offered by companies in the
food processing industry and other companies of a similar size located in its
market area based on formal and informal surveys conducted by the Corporation.
Base Salary. The Corporation has entered into employment agreements
with Messrs. Warehime and Knisely pursuant to which they were entitled to
receive annual base salaries of $737,095 and $243,101 during fiscal 2003,
respectively. Pursuant to the terms of the employment agreements, such salaries
are adjusted each year in accordance with the Consumer Price Index. The Board of
Directors believe that the compensation levels established in the employment
agreements were consistent with competitive practices for executives at this
level based upon an evaluation performed on these employment agreements by an
independent management consulting firm.
The Corporation also entered into change in control severance agreement
with certain officers of the Corporation which are described under "Employment
Agreements and Change in Control Severance Agreements." These agreements do not
establish a base salary for these officers
Annual Incentive Compensation. Under his employment agreement, Mr.
Warehime is entitled to receive an annual bonus if the Corporation's pre-tax
earnings are $5.0 million or more. Such bonus is equal to $100,000 plus 10% of
all pre-tax earnings over $5.0 million. Such bonus, along with base salary, are
limited to a maximum of $1.0 million per year. Mr. Warehime is also entitled to
a long-term annual bonus based upon the Corporation's performance over the past
five years as measured by its average sales growth percentage ("Sales
Performance Index") and average percentage of operating profits to sales
("Profitability Index") as compared to the performance of companies in an
industry peer group. The bonus amount is determined by a formula contained in
Mr. Warehime's employment agreement as calculated by an independent management
consulting firm retained by the Corporation.
Annual cash bonuses of up to 100% of an officer's base salary are paid
to the Corporation's officers, other than the Chief Executive Officer, based
upon the Corporation's pre-tax earnings. In certain cases, bonuses are based on
certain individual performance goals. In addition, Alan T. Young, Senior Vice
President of Purchasing and Transportation received a bonus on incremental
industrial sales.
23
Stock Options. On June 20, 2002, the Board of Directors approved a
Stock Option Plan as a means of compensating its executive officers and key
employees. Options were awarded to certain executive officers, excluding John
Warehime.
Compensation of Chief Executive Officer. Pursuant to his employment
agreement, Mr. Warehime's annual base salary for fiscal 2003 was $737,095, which
represents an increase of $35,100 from fiscal 2002. Mr. Warehime also was paid a
bonus (which represents both short and long term components of Mr. Warehime's
bonus) pursuant to his employment agreement as a result of the achievement of
certain levels of pre-tax income by the Corporation and increases in the
Corporation's sales performance index and profitability index as compared to its
peers.
Policy with respect to Section 162(m) of the Internal Revenue Code.
Generally, Section 162(m) of the Internal Revenue Code of 1986, and the
regulations promulgated thereunder (collectively, "Section 162(m)"), denies a
deduction to any publicly held corporation, such as the Corporation, for certain
compensation exceeding $1,000,000 paid during a taxable year to the chief
executive officer and the four other highest paid executive officers, excluding,
among other things, certain performance-based compensation. The Compensation
Committee evaluates to what extent Section 162(m) will apply to its compensation
programs. In order to bring bonus payments to Mr. Warehime under his Employment
Agreement in excess of $1,000,000 into compliance with Section 162(m),
shareholders of the Class B Common Stock approved such bonus payments at a
meeting held in August 1997.
Members of the Compensation Committee
Clayton J. Rohrbach, Jr. Arthur S. Schaier
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth as of August 11, 2003 certain
information with respect to the beneficial ownership of the capital stock by:
(i) each person who is known by the Corporation to be the beneficial owner of
more than five percent of any class of the Corporation's capital stock; (ii)
each of the Corporation's directors; (iii) each of the executive officers; and
(iv) the Corporation's directors and Named Officers as a group. Except as
otherwise indicated, the beneficial owners of the capital stock listed below
have sole investment and voting power with respect to such shares. The address
of the directors and Named Officers is that of the Corporation.
As of August 11, 2003, the following number of shares of each class of
capital stock were outstanding:
- --------------------------------------------------------------------------------
Class of Capital Stock Number of Shares
- --------------------------------------------------------------------------------
Class A Common Stock 288,062
- --------------------------------------------------------------------------------
Class B Common Stock 582,198
- --------------------------------------------------------------------------------
Preferred Stock, Series A 6,228
- --------------------------------------------------------------------------------
Preferred Stock, Series B 8,336
- --------------------------------------------------------------------------------
Preferred Stock, Series C 10,000
- --------------------------------------------------------------------------------
24
Shares
Beneficially Owned (1)
------------------------------------------
Title of Class Amount % of Class
------------------------------------------
NAME OF 5% BENEFICIAL OWNER
Common Stock
- ------------
Alan A. Warehime Intervivos Trust A(2)................................ Common A -- --
Farmers Bank Common B 39,828 6.8
c/o Allfirst Bank
13 Baltimore Street
Hanover, PA 17331
Alan A. Warehime Intervivos Trust B(3)................................ Common A -- --
Farmers Bank Common B 76,165 13.1
c/o Allfirst Bank
13 Baltimore Street
Hanover, PA 17331
Heartland Advisors, Inc.(4)........................................... Common A 49,500 17.2
c/o William J. Nasgovitz Common B -- --
790 North Milwaukee Street
Milwaukee, WI 53202
ARWCO Corporation (18)................................................ Common A 2,568 *
P.O. Box 917 Common B --
Hanover, PA 17331
Warehime Enterprises, Inc. (18)....................................... Common A 19,109 6.6
251 Frederick Street Common B 15,994 2.7
Hanover, PA 17331
Elizabeth W. Stick (18)............................................... Common A 14,972 5.2
35 Peyton Road Common B 44,244 7.6
York, PA 17403
J. William Warehime(18)............................................... Common A 2,734 *
257 Frederick Street Common B 78,008 13.4
Hanover, PA 17331
Sally W. Yelland(18).................................................. Common A -- --
2015 Youngs Road Common B 39,288 6.7
Hanover, PA 17331
Hanover Foods Corporation(5).......................................... Common A -- --
Employee Stock Trust Common B 155,949 26.8
1486 York Street
Hanover, PA 17331
Series C Preferred Stock
- ------------------------
Hanover Foods Corporation 401(k) Savings Plan Trust (6)............... Common A -- --
1486 York Street Common B -- --
Hanover, PA 17331 Preferred C 10,000 100.0
- ---------------------------
* Less than one percent
25
Shares
Beneficially Owned (1)
------------------------------------------
Title of Class Amount % of Class
------------------------------------------
DIRECTORS AND NAMED OFFICERS
John A. Warehime (9).................................................. Common A 3,562 1.2
Common B 45,229 7.7
Preferred C 190 1.8
Clayton J. Rohrbach, Jr. (7).......................................... Common A 88 *
Common B -- --
Cyril T. Noel (5) (7) (8) (10)........................................ Common A 301 *
Common B 138,191 23.7
Preferred A 432 6.9
Preferred B 360 4.3
T. Edward Lippy (11).................................................. Common A 385 *
Common B -- --
Arthur S. Schaier(7).................................................. Common A 3,500 1.2
Common B -- --
James G. Sturgill, CPA, CVA (12)...................................... Common A 100 *
Common B -- --
James A. Washburn..................................................... Common A -- --
Common B -- --
Jennifer W. Carter (13)............................................... Common A 207 *
Common B 3,575 *
Preferred C 89 *
T. Michael Haugh...................................................... Common A -- --
Common B -- --
Gary T. Knisely, Esq. (8) (14)........................................ Common A 1,688 *
Common B 2,103 *
Preferred B 24 *
Preferred C 190 1.8
Pietro D. Giraffa, Jr. (15)........................................... Common A -- --
Common B 1,092 *
Preferred C 188 1.8
Alan T. Young(16)..................................................... Common A -- --
Common B 1,598 *
Preferred C 190 1.8
Daniel E. Schuchart(17)............................................... Common A 88 *
Common B 1,096 *
Preferred C 161 1.5
All directors and officers as a group (14 persons).................... Common A 10,247 3.6
Common B 193,156 33.2
Preferred A 432 6.9
Preferred B 384 4.6
Preferred C 1,082 10.8
- ----------------------------
* Less than one percent.
(1) The securities "beneficially owned" by a person are determined in
accordance with the definition of "beneficial ownership" set forth in the
regulations of the Securities and Exchange Commission and, accordingly,
include securities owned by or for the spouse, children or certain other
relatives of such person as well as other securities as to which the person
has or shares voting or investment power or has the right to acquire within
60 days after August 11, 2003. The same shares may be beneficially owned by
more than one person. Beneficial ownership may be disclaimed as to certain
of the securities.
(2) Includes shares held by the Alan A. Warehime Intervivos Trust A. Voting and
dispositive power with respect to such shares is shared by five trustees,
each of whom has one vote. A majority vote of such individuals is required
to vote or dispose of such shares. Trustees of such trust include John A.
Warehime, Chairman, President and Chief Executive Officer of the
Corporation, Cyril T. Noel, a director of the Corporation, Sally Yelland,
Michael Warehime and the Allfirst Bank.
(3) Includes shares held by the Alan A. Warehime Intervivos Trust B. Voting and
dispositive power with respect to such shares is shared by five trustees,
each of whom has one vote. A majority vote of such individuals is required
to vote or dispose of such shares. Trustees of such trust include John A.
Warehime, Chairman, President and Chief Executive Officer of the
Corporation, Cyril T. Noel, a director of the Corporation, Sally Yelland,
Michael Warehime and the Allfirst Bank.
26
(4) As reported by Heartland Advisors, Inc. ("Heartland") and William J.
Nasgovitz, the President and a principal shareholder of Heartland, in
Amendment Five to Schedule 13G dated December 31, 2000. Each of Heartland
and Mr. Nasgovitz reported sole voting and no dispositive power with
respect to the shares held. Such shares are held in investment advisory
accounts of Heartland. The interests of one such account, Heartland Value
Fund, relates to more than 5% of the class.
(5) Represents shares held by the Employee Stock Trust and the Employee Stock
Ownership Plan may be deemed to beneficially own the shares held by such
trust. Includes 9,064 shares owned by the Employee Stock Ownership Plan and
13,500 shares contributed to the Employee Stock Trust for the purpose of
funding the Corporation's obligations under the Employee Stock Option Plan.
Shares held by the Employee Stock Trust are voted by the employee
beneficiaries of the Employee Stock Ownership Plan and option grantees and
the Stock Option Plan, on a confidential basis, except for procedural
matters where the shares are voted by the trustee of such trust, Director
Noel.
(6) The 401(k) Plan may be deemed to beneficially own the shares held by such
plan. The Series C Preferred Stock is currently convertible into shares of
the Class A Common Stock on a one for one basis. The trustee of the 401(k)
Plan is First Union National Bank. The trustees of the subtrust, which
holds the Series C Preferred stock under the plan, are Directors Noel,
Rohrbach and Schaier.
(7) Excludes 10,000 shares of the Series C Preferred Stock held by the 401(k)
Plan Trust. In their capacity as co-trustees of such plan, Directors Noel,
Rohrbach and Schaier have shared voting and dispositive power over the
10,000 shares held by the 401(k) Plan Trust. Shares held by the 401(k) Plan
Trust are voted by a majority of the plan trustees. The Series C Preferred
Stock is convertible into Class A Common Stock on a one for one basis.
(8) Shares of Series A or B Preferred Stock are convertible into Class A Common
Stock on an equitable basis. The current conversion ratio is 5.07 shares of
Series A or B Preferred Stock to one share of Class A Common Stock. Such
conversion ratio is subject to change based upon current book value of the
Class A Common Stock.
(9) Includes 3,562 shares of Class A Common Stock owned jointly with spouse,
328 shares of Class A by Mr. Warehime's spouse and 8,558 shares of Class B
Common Stock, and 183 shares of Series C Preferred Stock owned by Mr.
Warehime through the 401(k) Plan.
(10) Includes 88 shares of Class A Common Stock owned jointly with children, 160
shares of Series A Preferred Stock owned jointly with spouse. Also includes
138,191 shares of Class B Common Stock held by the Employee Stock Trust, of
which Mr. Noel is the trustee, as to which Mr. Noel may be deemed to be a
beneficial owner.
(11) Includes 385 shares of Class A Common Stock owned jointly with spouse.
(12) Includes 100 shares of Class A Common Stock owned jointly with spouse.
(13) Includes 39 shares of Class B Common Stock owned by Ms. Carter through the
Employee Stock Ownership Plan, 31 shares of Class B Common Stock owned by
Mr. Carter's husband through the Employee Stock Ownership Plan, 84 shares
of Series C Preferred Stock owned by Ms. Carter through 401(k) Plan, 5
shares of Series C Preferred Stock owned by Ms. Carter's husband through
401(k) Plan, and 500 shares of Class B Common Stock issuable upon the
exercise of options, as to which Ms. Carter has voting power. See Footnote
5 above.
(14) Includes (i) 103 shares of Class B Common Stock owned by Mr. Knisely
through the Employee Stock Ownership Plan, as to which such officer may
instruct the trustee how to vote such shares, (ii) 2,000 shares of Class B
Common Stock issuable upon the exercise of options, as to which Mr. Knisely
has voting power, (iii) 1,265 shares of Class A Common Stock, owned jointly
with spouse, (iv) 227 shares of Class A Common Stock owned by Mr. Knisely's
spouse, (v) 24 shares of Series B Preferred Stock, owned jointly with
spouse, and (vi) 190 shares of Series C Preferred Stock owned by Mr.
Knisely through the 401(k) Plan.
(15) Includes 92 shares of Class B Common Stock owned by Mr. Giraffa through the
Employee Stock Ownership Plan, as to which such officer may instruct the
trustee how to vote such shares, 1,000 shares of Class B common Stock
issuable upon the exercise of options, as to which Mr. Giraffa has voting
power, and 188 shares of Series C Preferred Stock owned by Mr. Giraffa
through the 401(k) Plan.
27
(16) Includes 98 shares of Class B Common Stock owned by Mr. Young through the
Employee Stock Ownership Plan, as to which such officer may instruct the
trustee how to vote such shares, 1,500 shares of Class B common Stock
issuable upon the exercise of options, as to which Mr. Young has voting
power, and 190 shares of Series C Preferred Stock owned by Mr. Young
through the 401(k) Plan.
(17) Includes 96 shares of Class B Common Stock owned by Mr. Schuchart through
the Employee Stock Ownership Plan, as to which such officer may instruct
the trustee how to vote such shares, 1,000 shares of Class B common Stock
issuable upon the exercise of options, as to which Mr. Schuchart has voting
power, and 161 shares of Series C Preferred Stock owned by Mr. Schuchart
through the 401(k) Plan.
(18) Ms. Stick, Mr. J. William Warehime and Ms. Yelland are directors and/or
officers of ARWCO Corporation or Warehime Enterprises, Inc. The shares
owned by Warehime Enterprises, Inc. and ARWCO Corporation are not included
in the shares beneficially owned by the individual directors and officers.
EQUITY COMPENSATION PLAN INFORMATION
The following table indicates information regarding the Corporation's equity
compensation plans.
- -------------------------------------------------------------------------------------------------------------
Number of securities
Number of securities remaining available for
to be issued upon Weighted-average future issuance under equity
exercise of exercise price of compensation plans
outstanding options, outstanding options, (excluding securities
Plan Category warrants and rights warrants and rights reflected in column (a))
- -------------------------------------------------------------------------------------------------------------
(a) (b) (c)
- -------------------------------------------------------------------------------------------------------------
Equity compensation plans
approved by security holders -- -- --
- -------------------------------------------------------------------------------------------------------------
Equity compensation plans
not approved by security
holders: (4)
2002 Stock Option Plan 13,500(1) $110 per share(2) 21,100(3)
401(k) Savings Plan 0 0 190
Employee Stock Ownership
Plan 0 0 138,191
- -------------------------------------------------------------------------------------------------------------
- ----------------
(1) Amounts reflect options granted during fiscal 2003.
(2) Reflects weighted average exercise price of options granted on June 20,
2002.
(3) Represents shares available for issuance under the Stock Option Plan
approved by the Board of Directors following award of options on June 20,
2002.
(4) Does not include shares held by the Employee Stock Trust. The Employee
Stock Trust is designed to fund contributions to employee benefit plans for
non-union employees of the Corporation (excluding John A. Warehime),
including, but not limited to, the Employee Stock Ownership Plan and Stock
Option Plan, and holds shares available for issuance (i) under the Employee
Stock Ownership Plan, (ii) pursuant to outstanding options issued under the
Stock Option Plan, and (iii) to fund other employee benefit plans.
28
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal 2003, the Corporation and its subsidiaries, in the normal
course of business, purchased and sold goods and services to related companies.
These transactions are summarized below.
During fiscal 2003, the Corporation rented equipment from Park 100
Foods, Inc. The rental payments pursuant to such lease agreements totaled
$12,000 during fiscal 2003. As of June 1, 2003, the Corporation had an accounts
receivable of $160,000 from Park 100 Foods, Inc. for food products sold and
shipped to Park 100 Foods, Inc. During fiscal 2003, the Corporation sold
approximately $1.9 million of frozen food products to Park 100 Foods, Inc.,
Tipton, Indiana. James A. Washburn, a director of the Corporation, owns
approximately 80% of the outstanding stock of Park 100 Foods, Inc.
During fiscal 2003, the Corporation leased a two story farm house,
adjoining one story guest house and adjoining ground located on Trolley Road,
R.D. #3, Hanover, Heidelberg Township, Pennsylvania, for customer housing and
temporary new employee housing from John A. and Patricia M. Warehime for a total
of $36,000.
During fiscal 2003, the Corporation leased a barn for seed storage,
located in Heidelberg Township, Pennsylvania for $4,000 from Warehime
Enterprises, Inc. J. William Warehime, a shareholder of the Corporation, and
John A. Warehime, Chairman of the Corporation, own 44.4% and 14.8% of the
outstanding stock of Warehime Enterprises, Inc., respectively.
During fiscal 2003, the Corporation purchased $1.1 million of vegetable
crops from Lippy Brothers, Inc., T. Edward Lippy, a director of the Corporation
owns approximately 37% of the outstanding stock of Lippy Brothers, Inc.
During fiscal 2003, the Corporation, via its subsidiary, Alimentos
Congelados Monte Bello S.A., sold its condominium real estate, located in
Naples, Florida to John A. & Patricia M. Warehime for $127,500, which
approximates fair market value.
During fiscal 2003 the adult children of the Corporation's Chairman,
John Warehime, were employed by the Corporation, including Jennifer Carter,
Director, who is employed as Assistant to the Chairman, Jeffrey Warehime, who is
employed as Director - Fresh Produce, and Andrew Warehime, who is employed as
Special Sales Manager. Jennifer Carter, Jeffrey Warehime and Andrew Warehime are
employed by the Corporation at annual salaries of $92,314, $97,919, $62,129,
respectively. See "Part III -- Item 11. Employment Agreements and Change in
Control Severance Agreements." Ms. Carter also receives director compensation
customary for the Corporation's directors which totaled $18,000 during fiscal
2003. See "Part III -- Item 10. Directors and Executive Officers of the
Corporation -- Director Compensation." On June 20, 2002, each of Jennifer
Carter, Jeffrey Warehime, and Andrew Warehime were granted an option to purchase
500 shares of Class B common stock. Andrea Kint, the daughter of Pietro Giraffa,
Vice President and Controller of the Corporation, is employed as Assistant
Production Manager -- Hanover, PA Frozen Operations at an annual salary of
$46,350.
STOCK PERFORMANCE GRAPH
The following graph shows a comparison of the cumulative total return
for the Corporation's Class A Common Stock, the NASDAQ Stock Market and the
Hanover New Peer Group (defined below) and the Old Peer Group (defined below),
assuming an investment of $100 on May 31, 1998 and the reinvestment of all
dividends. The New Peer Group includes Seneca Foods Corporation, J.M. Smuckers
Company, Maui Land and Pineapple Co., Del Monte Foods, Inc and J & J Snack
Foods. The Old Peer Group included: Seneca Foods Corporation, J.M. Smuckers
Company, Maiu Land and Pineapple Company, Del Monte Foods Inc and Odwalla.
Odwalla was deleted from the Corporation's Peer Group in fiscal 2003 as it was
acquired and stock price information was no longer available. The data points
used for the performance graph are listed below.
The following graph is required to be included in this Annual Report by
SEC regulations; however, in reviewing these materials shareholders are advised
that since the Corporation's Class A Common Stock is not actively traded, it can
not be properly compared to companies whose securities are traded on an exchange
or the NASDAQ Stock Market.
29
TOTAL RETURN TO STOCKHOLDERS
(Assumes $100 investment on 5/31/98)
- ----------------------------------------------------------------------------------------------------
5/31/1998 5/30/1999 5/28/2000 6/3/2001 6/2/2002 6/1/2003
-----------------------------------------------------------------------
- --o-- Hanover Foods Corp. 100.00 113.58 109.00 110.74 149.04 136.54
- ----------------------------------------------------------------------------------------------------
- --[]-- Old Peer Group 100.00 92.43 74.05 75.19 92.33 97.66
- ----------------------------------------------------------------------------------------------------
- --^-- Nasdaq Composite 100.00 137.77 196.90 125.59 96.44 95.78
- ----------------------------------------------------------------------------------------------------
- --x-- New Peer Group 100.00 100.28 78.85 87.77 111.31 114.69
- ----------------------------------------------------------------------------------------------------
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees. The aggregate fees billed by KPMG, LLP for professional services
rendered for the audit of the Company's financial statements for the fiscal year
ended June 1, 2003 and June 2, 2002 and the reviews of the financial statements
included in the Company's Form 10-Qs for fiscal years 2003 and 2002 totaled
$140,000 and 96,300, respectively.
Audit-Related Fees. The aggregate fees billed by KPMG, LLP for assurance and
related services that are reasonably related to the performance of the audit or
review of the registrant's financial statements for the fiscal years ended June
1, 2003 and June 2, 2002, respectively, were $15,000 and $28,000.
Tax Fees. The aggregate fees billed by KPMG, LLP for tax compliance, tax advice
and tax planning for the fiscal years ended June 1, 2003 and June 2, 2002,
respectively, were $68,000 and $61,790.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements:
Hanover Foods Corporation and Subsidiaries
The following financial statements of Hanover Foods Corporation and
Subsidiaries are incorporated herein by reference to the Corporation's Annual
Report to Shareholders for the year ended June 1, 2003.
Independent Auditors' Report
Consolidated Balance Sheets as of June 1, 2003 and June 2, 2002.
Consolidated Statements of Earnings for the Years Ended June 1, 2003,
June 2, 2002, and June 3, 2001.
30
Consolidated Statements of Comprehensive Income for the Years Ended
June 1, 2003, June 2, 2002, and June 3, 2001.
Consolidated Statements of Cash Flows for the Years Ended June 1, 2003,
June 2, 2002, and June 3, 2001.
Consolidated Statements of Stockholders' Equity for the Years Ended
June 1, 2003, June 2, 2002, and June 3, 2001.
Notes to Consolidated Financial Statements for the Years Ended June 1,
2003, June 2, 2002, June 3, 2001.
2. Financial Statement Schedules
None. All schedules are omitted because they are not applicable or not
required, or because the required information is included in the financial
statements or notes thereto.
3. Exhibits
The following exhibits are filed herein or have been previously filed
with the Securities and Exchange Commission and are incorporated by reference
herein.
Number Description
- ------ -----------
3(a) Registrant's Amended and Restated Articles of Incorporation is incorporated by reference to the Form 10-K
filed on August 29, 1997, wherein such Exhibit is designated as 3(a).
3(b) Amendment No. 1 to Registrant's Amended and Restated Articles of Incorporation is incorporated by reference
to the Form 10-K filed on August 29, 1997, wherein such Exhibit is designated as 3(b).
3(c) Registrant's Amended and Restated Bylaws, as amended, enacted January 15, 1999 are incorporated by
reference to the Form 10-Q/A filed on October 29, 2002, wherein such Exhibit is designated as 3.1.
4(a) Note Agreement dated as of December 1, 1991, between the Corporation and Allstate Life Insurance
Corporation, with regard to the Corporation's $25,000,000, 8.74% Senior Notes Due March 15, 2007, is
incorporated herein by reference to the Form 10-K filed June 25, 1992 wherein such Exhibit is designated as
4(a).
4(b) June 20, 1995 First Amendment to December 1, 1991 Note Agreement between the Corporation and Allstate Life
Insurance Corporation (the "Note Agreement") and Waiver of Compliance with Section 5.9 of the Note
Agreement is incorporated herein by reference to the Form 10-K filed on July 3, 1995, wherein such Exhibit
is designated as 4(b).
4(c) June 24, 1996 waiver to covenants in the December 1, 1991 Note Agreement between the Corporation and
Allstate Life Insurance Corporation (the "Note Agreement") is incorporated herein by reference to the Form
10-K filed on July 2, 1996, wherein such Exhibit is designated as 4(c).
4(d) July 1, 1996 Second Amendment to December 1, 1991 Note Agreement between the Corporation and Allstate Life
Insurance Corporation (the "Note Agreement") is incorporated by reference to the Form 10-K filed on August
27, 1997, wherein such Exhibit is designated as 4(d).
4(e) August 1, 1997 Third Amendment to December 1, 1991 Note Agreement between the Corporation and Allstate Life
Insurance Corporation (the "Note Agreement") is incorporated by reference to the Form 10-K filed on August
30, 1999, wherein such Exhibit is designated as 4(e).
31
Number Description
- ------ -----------
4(f) March 15, 1999 Fourth Amendment to December 1, 1991 Note Agreement between the Corporation and Allstate
Life Insurance Corporation (the "Note Agreement") is incorporated by reference to the Form 10-K filed on
August 30, 1999, wherein such Exhibit is designated as 4(f).
4(g) July 26, 1999 waiver to covenants in the December 1, 1991 Note Agreement between the Corporation and
Allstate Life Insurance Corporation (the "Note Agreement") is incorporated by reference to the Form 10-K
filed on August 30, 1999, wherein such Exhibit is designated as 4(g).
4(h) July 28, 2000 waiver to covenants in the December 1991 Note Agreement between the Corporation and Allstate
Life Insurance Corporation (the "Note Agreement") is incorporated by reference to the Form 10-K filed on
August 23, 2000, wherein such Exhibit is designated as 4(h).
4(i) August 3, 2001 waiver to covenants in the December 1991 Note Agreement between the Corporation and Allstate
Life Insurance Compensation (the "Note Agreement") is incorporated by reference to the Form 10-K filed on
August 31, 2001, wherein such Exhibits are designated 4(i).
4(j) Note Purchase Agreement dated as of September 1, 2001, between the Corporation and a group of lenders led
by John Hancock Life Insurance Company with regard to the Corporation's $25,000,000, 7.01% Senior Notes Due
September 15, 2011 wherein such Exhibit is designated 4(j).
9(a) April 5, 1988 Voting Trust Agreement is incorporated herein by reference to the Form 10-K filed July 28,
1989, wherein such Exhibit is designated as 9(a).
9(b) December 1, 1988 Voting Trust Agreement is incorporated herein by reference to the Form 10-K filed July 28,
1989, wherein such Exhibit is designated as 9(b).
9(c) Writing dated April 5, 1988 appointing John A. Warehime as Successor Voting Trustee under Voting Trust
Agreement dated December 1, 1988, is incorporated herein by reference to the Form 8-K filed June 1, 1990,
wherein such Exhibit is designated as 9(c).
9(d) Writing dated December 1, 1988 appointing John A. Warehime as Successor Voting Trustee under Voting Trust
Agreement dated December 1, 1988, is incorporated herein by reference to the Form 8-K filed June 1, 1990,
wherein such Exhibit is designated as 9(d).
10(a) April 28, 1988 Sublease Agreement between Warehime Enterprises, Inc. and Hanover Brands, Inc., is
incorporated herein by reference to the Form 10-K filed July 28, 1989, wherein such Exhibit is designated
as 10(a).
10(b) April 28, 1988 Agreement of Sale between Warehime Enterprises, Inc. and Hanover Brands, Inc., is
incorporated herein by reference to the Form 10-K filed July 28, 1989, wherein such Exhibit is designated
as 10(b).
10(c) March 3, 1989 Agreement of Sale between Warehime Enterprises, Inc. and Hanover Brands, Inc., is
incorporated herein by reference to the Form 10-K filed July 28, 1989, wherein such Exhibit is designated
as 10(c).
10(d) November 14, 1986 Employment Agreement between Hanover Brands, Inc. and Patricia H. Townsend is
incorporated herein by reference to the Form 10-K filed July 28, 1989, wherein such Exhibit is designated
as 10(d).
10(e) May 10, 1991 Amendment to April 28, 1988 Agreement of Sale between Warehime Enterprises, Inc. and Hanover
Brands, Inc., is incorporated herein by reference to the Form 10-K filed June 29, 1991, wherein such
Exhibit is designated as 10(e).
10(f) October 1, 1994 Amendment to the June 1, 1994 Lease Agreement between Hanover Foods Corporation and Food
Service East, Inc. is incorporated herein by reference to the Form 10-K filed July 3, 1995, wherein such
Exhibit is designated as 10(f).
10(g) June 12, 1995 Employment Agreement between Hanover Foods Corporation and John A. Warehime is incorporated
herein by reference to the Form 10-K filed July 3, 1995, wherein such Exhibit is designated as 10(g).*
32
Number Description
- ------ -----------
10(h) April 4, 1994 Lease Agreement between John A. and Patricia M. Warehime and Hanover Foods Corporation is
incorporated herein by reference to the Form 10-K filed July 2, 1996, wherein such Exhibit is designated as
10(h).
10(i) July 27, 1995 Installment Sales Agreement for the purchase of 5,148 shares of Hanover Foods Class B Voting
Common Stock from Cyril T. Noel, individually, and Cyril T. Noel and Frances L. Noel, jointly, is
incorporated herein by reference to the Form 10-K filed July 2, 1996, wherein such Exhibit is designated as
10(i).
10(j) April 1, 1996 Installment Sales Agreement for the purchase of 1,210 shares of Hanover Foods Class B Voting
Common Stock and 5,990 shares of Hanover Foods Class A Nonvoting Common Stock from John R. Miller, Jr. is
incorporated herein by reference to the Form 10-K filed July 2, 1996, wherein such Exhibit is designated as
10(j).
10(k) January 23, 1997 Employment Agreement between Hanover Foods Corporation and Gary T. Knisely is incorporated
herein by reference to the Form 10-K filed August 27, 1997, wherein such Exhibit is designated 10(k).*
10(l) February 13, 1997 Amendment No. 1 to June 12, 1995 Employment Agreement between Hanover Foods Corporation
and John A. Warehime is incorporated herein by reference to the Form 10-K filed August 27, 1997, wherein
such Exhibit is designated 10(l).*
10(m) August 1, 1997 Amendment No. 2 to June 12, 1995 Employment Agreement between Hanover Foods Corporation and
John A. Warehime is incorporated herein by reference to the Form 10-K filed August 27, 1997, wherein such
Exhibit is designated 10(m).*
10(n) May 21, 1997 Senior Executive Agreement between Hanover Foods Corporation and Clement A. Calabrese is
incorporated herein by reference to the Form 10-K filed August 27, 1997, wherein such Exhibit is designated
10(n).*
10(o) May 21, 1997 Senior Executive Agreement between Hanover Foods Corporation and Alan T. Young is incorporated
herein by reference to the Form 10-K filed on August 27, 1997, wherein such Exhibit is designated 10(o).*
10(p) April 22, 1997 John R. Miller, Jr. Voting Agreement is incorporated herein by reference to the Form 10-K
filed on August 27, 1997, wherein such Exhibit is designated as 10(p).*
10(q) April 1, 2000 Amendment No. 3 to June 12, 1995 Employment Agreement between Hanover Foods Corporation and
John A. Warehime is incorporated by reference to the Form 10-K filed on August 23, 2000, wherein such
Exhibits designated as 10 (q).
10(r) April 1, 2000 Amendment No. 1 to January 23, 1997 Employment Agreement between Hanover Foods
Corporation and Gary T. Knisely is incorporated by reference to the Form 10-K filed on August 23, 2000,
wherein such Exhibit designated as 10 (r).
10(s) Annual Top Management Cash Bonus Program.*
10(t) October 27, 2000 Senior Executive Agreement between Hanover Foods Corporation and Pietro D. Giraffa, Jr. is
incorporated by reference to the Form 10-K filed on August 31, 2001, wherein such Exhibit is designated as
10(t).*
10(u) October 27, 2000 Senior Executive Agreement between Hanover Foods Corporation and Edward L. Boeckel,
Jr. is incorporated by reference to the Form 10-K filed on August 31, 2001, wherein such Exhibit is
designated as 10(u).*
10(v) October 27, 2000 Senior Executive Agreement between Hanover Foods Corporation and Daniel E. Schuchart
is incorporated by reference to the Form 10-K filed on August 31, 2001, wherein such Exhibit is designated
as 10(v).*
10(w) October 27, 2000 Senior Executive Agreement between Hanover Foods Corporation and William S. Gaugler, Jr.
incorporated by reference to the Form 10-K filed on August 31, 2001, wherein such Exhibit is designated as
10(w).*
33
Number Description
- ------ -----------
10(x) October 27, 2000 Senior Executive Agreement between Hanover Foods Corporation and Timothy D. Mechler is
incorporated by reference to the Form 10-K filed on August 31, 2001, wherein such Exhibit is designated as
10(x).*
10(y) October 27, 2000 Senior Executive Agreement between Hanover Foods Corporation and Jennifer L. Carter is
incorporated by reference to the Form 10(k) filed on August 31, 2001, wherein such Exhibit is designated as
10(y).
10(z) October 27, 2000 Senior Executive Agreement between Hanover Foods Corporation and Jeffrey A. Warehime is
incorporated by reference to the Form 10-K filed on August 31, 2001, wherein such Exhibit is designated as
10(z).*
10(aa) October 27, 2000 Senior Executive Agreement between Hanover Foods Corporation and J. Andrew Warehime is
incorporated by reference to the Form 10-K filed on August 31, 2001, wherein such Exhibit is designated as
10(aa).*
10(bb) 2002 Stock Option Plan and Form of Option Agreement is incorporated by reference to the Form 10-K filed on
September 2, 2002, wherein such Exhibit is designated as 10 (bb).
10(cc) Revised and Restated Employee Stock Trust, effective June 20, 2002 is incorporated by reference to the Form
10-K filed on September 2, 2002, wherein such Exhibit is designated as 10(cc).
11 Computation of Earnings Per Share. Incorporated by reference to Note 12 of the Notes to Consolidated
Financial Statements.
13 2003 Annual Report to Shareholders is attached as Exhibit 13.
21 Subsidiaries of the Registrant is attached as Exhibit 21.
31.1 Certification of CEO pursuant to Section 302 Sarbanes Oxley Act of 2002 is attached as Exhibit 31.1.
31.2 Certification of CFO pursuant to Section 302 Sarbanes Oxley Act of 2002 is attached as Exhibit 31.2
32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is
attached as Exhibit 32.1.
32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is
attached as Exhibit 32.2.
99.1 Audit Committee Charter is incorporated by reference to the Form 10-K filed on August 31, 2001, wherein
such Exhibit is designated as 20.
*Management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K
None.
34
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: AUGUST 29, 2003
HANOVER FOODS CORPORATION
By: /s/ John A. Warehime
-------------------------
JOHN A. WAREHIME
Chairman, President 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 and in the capacities and on the dates indicated.
By: /s/ John A. Warehime By: /s/ Clayton J. Rohrbach, Jr.
------------------------------------------------- --------------------------------------------------
John A. Warehime Clayton J. Rohrbach, Jr.
Chairman, President Director
Chief Executive Officer and Director
Date: August 29, 2003 Date: August 29, 2003
By: /s/ Gary T. Knisely By: /s/ James G. Sturgill
------------------------------------------------- --------------------------------------------------
Gary T. Knisely James G. Sturgill
Executive Vice President Director
Counsel
Chief Financial Officer
Date: August 29, 2003 Date: August 29, 2003
By: /s/ Pietro D. Giraffa, Jr. By: /s/ James A. Washburn
------------------------------------------------- --------------------------------------------------
Pietro D. Giraffa, Jr. James A. Washburn
Vice President - Controller Director
Chief Accounting Officer
Date: August 29, 2003 Date: August 29, 2003
By: /s/ Arthur S. Schaier By: /s/ Cyril T. Noel
------------------------------------------------- --------------------------------------------------
Arthur S. Schaier Cyril T. Noel
Director Director
Date: August 29, 2003 Date: August 29, 2003
By: /s/ T. Edward Lippy By: /s/ Jennifer W. Carter
------------------------------------------------- --------------------------------------------------
T. Edward Lippy Jennifer W. Carter
Director Director
Date: August 29, 2003 Date: August 29, 2003
By: /s/ T. Michael Haugh
-------------------------------------------------
T. Michael Haugh
Director
Date: August 29, 2003
HANOVER FOODS CORPORATION
EXHIBIT INDEX
Number Description
- ------ -----------
3(a) Registrant's Amended and Restated Articles of Incorporation is incorporated by reference to the Form 10-K
filed on August 29, 1997, wherein such Exhibit is designated as 3(a).
3(b) Amendment No. 1 to Registrant's Amended and Restated Articles of Incorporation is incorporated by reference
to the Form 10-K filed on August 29, 1997, wherein such Exhibit is designated as 3(b).
3(c) Registrant's Amended and Restated Bylaws, as amended, enacted January 15, 1999 are incorporated by
reference to the Form 10-Q/A filed on October 29, 2002, wherein such Exhibit is designated as 3.1.
4(a) Note Agreement dated as of December 1, 1991, between the Corporation and Allstate Life Insurance
Corporation, with regard to the Corporation's $25,000,000, 8.74% Senior Notes Due March 15, 2007, is
incorporated herein by reference to the Form 10-K filed June 25, 1992 wherein such Exhibit is designated as
4(a).
4(b) June 20, 1995 First Amendment to December 1, 1991 Note Agreement between the Corporation and Allstate Life
Insurance Corporation (the "Note Agreement") and Waiver of Compliance with Section 5.9 of the Note
Agreement is incorporated herein by reference to the Form 10-K filed on July 3, 1995, wherein such Exhibit
is designated as 4(b).
4(c) June 24, 1996 waiver to covenants in the December 1, 1991 Note Agreement between the Corporation and
Allstate Life Insurance Corporation (the "Note Agreement") is incorporated herein by reference to the Form
10-K filed on July 2, 1996, wherein such Exhibit is designated as 4(c).
4(d) July 1, 1996 Second Amendment to December 1, 1991 Note Agreement between the Corporation and Allstate Life
Insurance Corporation (the "Note Agreement") is incorporated by reference to the Form 10-K filed on August
27, 1997, wherein such Exhibit is designated as 4(d).
4(e) August 1, 1997 Third Amendment to December 1, 1991 Note Agreement between the Corporation and Allstate Life
Insurance Corporation (the "Note Agreement") is incorporated by reference to the Form 10-K filed on August
30, 1999, wherein such Exhibit is designated as 4(e).
4(f) March 15, 1999 Fourth Amendment to December 1, 1991 Note Agreement between the Corporation and Allstate
Life Insurance Corporation (the "Note Agreement") is incorporated by reference to the Form 10-K filed on
August 30, 1999, wherein such Exhibit is designated as 4(f).
4(g) July 26, 1999 waiver to covenants in the December 1, 1991 Note Agreement between the Corporation and
Allstate Life Insurance Corporation (the "Note Agreement") is incorporated by reference to the Form 10-K
filed on August 30, 1999, wherein such Exhibit is designated as 4(g).
4(h) July 28, 2000 waiver to covenants in the December 1991 Note Agreement between the Corporation and Allstate
Life Insurance Corporation (the "Note Agreement") is incorporated by reference to the Form 10-K filed on
August 23, 2000, wherein such Exhibit is designated as 4(h).
4(i) August 3, 2001 waiver to covenants in the December 1991 Note Agreement between the Corporation and Allstate
Life Insurance Compensation (the "Note Agreement") is incorporated by reference to the Form 10-K filed on
August 31, 2001, wherein such Exhibits is designated 4(i).
4(j) Note Purchase Agreement dated as of September 1, 2001, between the Corporation and a group of lenders led
by John Hancock Life Insurance Company with regard to the Corporation's $25,000,000, 7.01% Senior Notes Due
September 15, 2011 is incorporated herein by reference to the Form 10-K filed September 2, 2002, wherein
such Exhibit is designated as 4(j).
Number Description
- ------ -----------
9(a) April 5, 1988 Voting Trust Agreement is incorporated herein by reference to the Form 10-K filed July 28,
1989, wherein such Exhibit is designated as 9(a).
9(b) December 1, 1988 Voting Trust Agreement is incorporated herein by reference to the Form 10-K filed July 28,
1989, wherein such Exhibit is designated as 9(b).
9(c) Writing dated April 5, 1988 appointing John A. Warehime as Successor Voting Trustee under Voting Trust
Agreement dated December 1, 1988, is incorporated herein by reference to the Form 8-K filed June 1, 1990,
wherein such Exhibit is designated as 9(c).
9(d) Writing dated December 1, 1988 appointing John A. Warehime as Successor Voting Trustee under Voting Trust
Agreement dated December 1, 1988, is incorporated herein by reference to the Form 8-K filed June 1, 1990,
wherein such Exhibit is designated as 9(d).
10(a) April 28, 1988 Sublease Agreement between Warehime Enterprises, Inc. and Hanover Brands, Inc., is
incorporated herein by reference to the Form 10-K filed July 28, 1989, wherein such Exhibit is designated
as 10(a).
10(b) April 28, 1988 Agreement of Sale between Warehime Enterprises, Inc. and Hanover Brands, Inc., is
incorporated herein by reference to the Form 10-K filed July 28, 1989, wherein such Exhibit is designated
as 10(b).
10(c) March 3, 1989 Agreement of Sale between Warehime Enterprises, Inc. and Hanover Brands, Inc., is
incorporated herein by reference to the Form 10-K filed July 28, 1989, wherein such Exhibit is designated
as 10(c).
10(d) November 14, 1986 Employment Agreement between Hanover Brands, Inc. and Patricia H. Townsend is
incorporated herein by reference to the Form 10-K filed July 28, 1989, wherein such Exhibit is designated
as 10(d).
10(e) May 10, 1991 Amendment to April 28, 1988 Agreement of Sale between Warehime Enterprises, Inc. and Hanover
Brands, Inc., is incorporated herein by reference to the Form 10-K filed June 29, 1991, wherein such
Exhibit is designated as 10(e).
10(f) October 1, 1994 Amendment to the June 1, 1994 Lease Agreement between Hanover Foods Corporation and Food
Service East, Inc. is incorporated herein by reference to the Form 10-K filed July 3, 1995, wherein such
Exhibit is designated as 10(f).
10(g) June 12, 1995 Employment Agreement between Hanover Foods Corporation and John A. Warehime is incorporated
herein by reference to the Form 10-K filed July 3, 1995, wherein such Exhibit is designated as 10(g). *
10(h) April 4, 1994 Lease Agreement between John A. and Patricia M. Warehime and Hanover Foods Corporation is
incorporated herein by reference to the Form 10-K filed July 2, 1996, wherein such Exhibit is designated as
10(h).
10(i) July 27, 1995 Installment Sales Agreement for the purchase of 5,148 shares of Hanover Foods Class B Voting
Common Stock from Cyril T. Noel, individually, and Cyril T. Noel and Frances L. Noel, jointly, is
incorporated herein by reference to the Form 10-K filed July 2, 1996, wherein such Exhibit is designated as
10(i).
10(j) April 1, 1996 Installment Sales Agreement for the purchase of 1,210 shares of Hanover Foods Class B Voting
Common Stock and 5,990 shares of Hanover Foods Class A Nonvoting Common Stock from John R. Miller, Jr. is
incorporated herein by reference to the Form 10-K filed July 2, 1996, wherein such Exhibit is designated as
10(j).
10(k) January 23, 1997 Employment Agreement between Hanover Foods Corporation and Gary T. Knisely is incorporated
herein by reference to the Form 10-K filed August 27, 1997, wherein such Exhibit is designated 10(k).*
Number Description
- ------ -----------
10(l) February 13, 1997 Amendment No. 1 to June 12, 1995 Employment Agreement between Hanover Foods Corporation
and John A. Warehime is incorporated herein by reference to the Form 10-K filed August 27, 1997, wherein
such Exhibit is designated 10(l).*
10(m) August 1, 1997 Amendment No. 2 to June 12, 1995 Employment Agreement between Hanover Foods Corporation and
John A. Warehime is incorporated herein by reference to the Form 10-K filed August 27, 1997, wherein such
Exhibit is designated 10(m).*
10(n) May 21, 1997 Senior Executive Agreement between Hanover Foods Corporation and Clement A. Calabrese is
incorporated herein by reference to the Form 10-K filed August 27, 1997, wherein such Exhibit is designated
10(n).*
10(o) May 21, 1997 Senior Executive Agreement between Hanover Foods Corporation and Alan T. Young is incorporated
herein by reference to the Form 10-K filed on August 27, 1997, wherein such Exhibit is designated 10(o).*
10(p) April 22, 1997 John R. Miller, Jr. Voting Agreement is incorporated herein by reference to the Form 10-K
filed on August 27, 1997, wherein such Exhibit is designated as 10(p). *
10(q) April 1, 2000 Amendment No. 3 to June 12, 1995 Employment Agreement between Hanover Foods Corporation and
John A. Warehime is incorporated by reference to the Form 10-K filed on August 23, 2000, wherein such
Exhibits designated as 10 (q).
10(r) April 1, 2000 Amendment No. 1 to January 23, 1997 Employment Agreement between Hanover Foods
Corporation and Gary T. Knisely is incorporated by reference to the Form 10-K filed on August 23, 2000,
wherein such Exhibit designated as 10 (r).
10(s) Annual Top Management Cash Bonus Program.
10(t) October 27, 2000 Senior Executive Agreement between Hanover Foods Corporation and Pietro D. Giraffa, Jr. is
incorporated by reference to the Form 10-K filed on August 31, 2001, wherein such Exhibit is designated as
10(t).*
10(u) October 27, 2000 Senior Executive Agreement between Hanover Foods Corporation and Edward L. Boeckel,
Jr. is incorporated by reference to the Form 10-K filed on August 31, 2001, wherein such Exhibit is
designated as 10(u).*
10(v) October 27, 2000 Senior Executive Agreement between Hanover Foods Corporation and Daniel E. Schuchart
is incorporated by reference to the Form 10-K filed on August 31, 2001, wherein such Exhibit is designated
as 10(v).*
10(w) October 27, 2000 Senior Executive Agreement between Hanover Foods Corporation and William S. Gaugler, Jr
incorporated by reference to the Form 10-K filed on August 31, 2001, wherein such Exhibit is designated as
10(w).*
10(x) October 27, 2000 Senior Executive Agreement between Hanover Foods Corporation and Timothy D. Mechler is
incorporated by reference to the Form 10-K filed on August 31, 2001, wherein such Exhibit is designated as
10(x).*
10(y) October 27, 2000 Senior Executive Agreement between Hanover Foods Corporation and Jennifer L. Carter is
incorporated by reference to the Form 10(k) filed on August 31, 2001, wherein such Exhibit is designated as
10(y).
10(z) October 27, 2000 Senior Executive Agreement between Hanover Foods Corporation and Jeffrey A. Warehime is
incorporated by reference to the Form 10-K filed on August 31, 2001, wherein such Exhibit is designated as
10(z).*
10(aa) October 27, 2000 Senior Executive Agreement between Hanover Foods Corporation and J. Andrew Warehime is
incorporated by reference to the Form 10-K filed on August 31, 2001, wherein such Exhibit is designated as
10(aa).*
10(bb) 2003 Stock Option Plan and Form of Option Agreement is incorporated by reference to the Form 10-K filed on
September 2, 2002, wherein such Exhibit is designated at 10(bb).
Number Description
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10(cc) Revised and Restated Employee Stock Trust, effective June 20, 2002 is incorporated by reference to the Form
10-K filed on September 2, 2003, wherein such Exhibit is designated as 10(cc).
11 Computation of Earnings Per Share. Incorporated by reference to Note 12 of the Notes to Consolidated
Financial Statements.
13 2002 Annual Report to Shareholders is attached as Exhibit 13.
21 Subsidiaries of the Registrant is attached as Exhibit 21.
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 is
attached at Exhibit 31.1.
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 is
attached as Exhibit 31.2.
32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is
attached as Exhibit 32.1.
32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is
attached as Exhibit 32.2.
99.1 Audit Committee Charter is incorporated by reference to the Form 10-K filed on August 31, 2001, wherein
such Exhibit is designated as 20.
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* Management contract or compensatory plan or arrangement.