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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 26, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to _____________
Commission file number 0-398
LANCE, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
NORTH CAROLINA 56-0292920
- --------------------------------------------------------------------------------
(State of Incorporation) (I.R.S. Employer Identification Number)
8600 SOUTH BOULEVARD, CHARLOTTE, NORTH CAROLINA
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(Address of principal executive offices)
POST OFFICE BOX 32368, CHARLOTTE, NORTH CAROLINA 28232
- --------------------------------------------------------------------------------
(Mailing address of principal executive offices)
Registrant's telephone number, including area code: (704) 554-1421
Securities Registered Pursuant to Section 12(b) of the Act: NONE
Securities Registered Pursuant to Section 12(g) of the Act:
$.83-1/3 PAR VALUE COMMON STOCK
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. [ ]
The aggregate market value of shares of the Registrant's $.83-1/3 par value
Common Stock, its only outstanding class of voting stock, held by non-affiliates
as of February 19, 1999 was approximately $380,000,000.
The number of shares outstanding of the Registrant's $.83-1/3 par value Common
Stock, its only outstanding class of Common Stock, as of February 19, 1999, was
29,992,698 shares.
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following annual report to security holders and proxy statement
are incorporated by reference into the indicated parts of this Annual Report on
Form 10-K:
Incorporated Documents Parts into which Incorporated
---------------------- -----------------------------
Proxy Statement for Annual Meeting of Parts I and III
Stockholders to be held April 16, 1999
Annual Report to Stockholders for the Part II
fiscal year ended December 26, 1998
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PART I
ITEM 1. BUSINESS
The Registrant manufactures, markets and distributes a variety of
branded and private label snack foods and bakery products. Product categories
include branded sandwich crackers, sandwich cookies, restaurant crackers and
bread basket items, candy, chips, meat snacks, nuts and private label cookies
and crackers, of which approximately 76% are manufactured and approximately 24%
are purchased for resale. Products are distributed through the Registrant's
direct-store-delivery ("DSD") system and through direct shipments via its own
transportation fleet and/or third party common carriers. Products are packaged
as individual, single servings and as larger packages or multi-pack
configurations.
The Registrant's branded products are distributed to grocery
stores, convenience stores, owned and third party vending machines, food service
institutions, and through "up and down the street" outlets such as recreational
facilities, offices and independent retailers. Private label cookies and
crackers are distributed primarily to grocery stores and mass merchants. Branded
and private label sales are fairly evenly distributed among these outlets. The
majority of branded product sales occur within a 24-state area in the
southeastern United States where the Registrant's DSD system operates. Private
label sales occur throughout the United States and in Canada.
The Registrant's products are sold under various trade names and
registered trademarks that it owns, including LANCE, TOASTCHEE, LANCHEE, RYE
CHEE, CHOC-O-LUNCH, VAN-O-LUNCH, NEKOT, GOLD-N-CHEES, BIG TOWN, CAPTAIN'S WAFERS
and VISTA.
Sales are made primarily by the Registrant's own DSD and non-DSD
sales representatives, and also through brokers and distributors. The DSD
organization is administered through 23 sales districts that are divided into
272 sales branches, each under the direction of a branch manager. Within each
branch are sales territories, each serviced by one representative. At December
26, 1998, there were 1,981 sales territories. The Registrant uses its own fleet
of tractors and trailers to make weekly deliveries of its products to the sales
territories. The Registrant provides its representatives with stockroom space
for their inventory requirements. The representatives load their own trucks from
these stockrooms for delivery to customers and to service vending machines owned
by the Registrant. The Registrant owns and operates vending machines in
approximately 60,000 locations. These vending machines are made available to
customers primarily on a commission or rental basis. The machines are not
designed or manufactured specifically for the Registrant, and their use is not
limited to any particular sales area or class of customer.
Since late 1995 and early 1996, the Company has initiated a
number of activities to revitalize its operations and position itself for future
growth. These activities include cost reductions, systems development,
organizational improvements, sales/marketing initiatives and external
development planning.
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The Registrant's cost reduction efforts began in 1995 upon the
announcement of two plant closures and consolidation of certain of its DSD
territories. Although those specific efforts were completed in 1996, the cost
reduction efforts continue in almost every aspect of operations. Significant
progress has been made within manufacturing and distribution areas through
process improvements and capital expenditures. Raw material costs have also had
a favorable impact through lower commodity costs for flour and peanuts and
through improved relationships with vendors. These trends continued during 1998.
In late 1995, the Registrant began the replacement of every
major information system. These efforts concluded during 1998 with the
implementation of the new route management system for the Registrant's DSD
operations and with the rollout of new handheld computers used by the DSD field
sales representatives. Capital expenditures during 1998 for information
technology amounted to approximately $16 million.
During 1998, the Registrant appointed its new Vice President of
Sales, filling a key position on its senior management team. The senior
management team has extensive experience in the food and beverage industry and
has also recruited a number of excellent mid-level managers to complement
positions held by long-term employees.
The Registrant's strategic plans focus on developing its business
through branded products, private label products and leveraging its distribution
capabilities. The strategic plans call for sales growth that is driven by
improved sales and marketing initiatives that are funded through continued cost
reduction activities. To supplement internal growth capabilities, the Registrant
is also exploring external growth opportunities that would fit within its
strategic plans.
The principal raw materials used in the manufacture of snack
foods and bakery products are flour, peanuts, peanut butter, oils, shortenings,
potatoes, shelled corn, popcorn, cornmeal, pork skins, tree nuts, starch, sugar,
cheese, corn syrup, cocoa, fig paste and seasonings. The principal supplies used
are flexible film, cartons, trays, boxes and bags. These raw materials and
supplies are generally available in adequate quantities in the open market
either from sources in the United States or from other countries and are
generally contracted for a season in advance. The principal supplies of energy
used in the manufacture of these products are electricity, natural and propane
gas, fuel oil and diesel fuel, all of which are currently available in adequate
quantities.
All of the Registrant's products are sold in highly competitive
markets in which there are many competitors. In the case of many of its
products, the Registrant competes with manufacturers with greater total revenues
and greater resources than the Registrant. The principal methods of competition
are price, delivery, service and product quality. Generally, the Registrant
believes that it is competitive in these methods as a whole. The methods of
competition and the Registrant's competitive position vary according to the
locality, the particular products and the policies of its competitors. Although
reliable statistics are unavailable as to production and sales by others in the
industry, the Registrant believes that in its areas of distribution it is one of
the largest producers of filled sandwich crackers.
On December 26, 1998, the Registrant and its subsidiaries had
4,616 employees, none of whom were covered by a collective bargaining agreement.
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ITEM 2. PROPERTIES
The Registrant's principal plant and general offices are located
in Charlotte, North Carolina on a 288-acre tract owned by the Registrant. The
main facility at this location is an air-conditioned and sprinklered plant,
office building and cafeteria of brick and steel containing approximately
670,000 square feet. The manufacturing portion of this facility houses seven
oven lines and is equipped with storage facilities to handle many of the
Registrant's raw materials in bulk and is operated on a continuous three-shift
basis. Adjacent to the main facility is an air-conditioned and sprinklered plant
of brick and steel used for processing potato chips, corn chips and similar
products containing approximately 140,000 square feet, which is operated on a
continuous two-shift basis. Also adjacent to the main facility are a 70,400
square foot precast concrete building, which houses a vending machine repair and
maintenance facility, an 11,000 square foot brick and steel building, which
houses vehicle maintenance operations, 50,000 square foot, 40,000 square foot
and 14,000 square foot metal warehouse buildings and a 5,500 square foot brick
veneer office building.
The Registrant also owns a plant located on an 18.5-acre tract in
Burlington, Iowa. The plant is of masonry and steel and contains approximately
313,000 square feet. This plant houses eight oven lines, certain of which are
operated on a continuous three-shift basis. Adjacent to the plant is a steel
storage building of approximately 5,800 square feet.
The Registrant leases office space and most of its stockroom
space in various towns and cities, mainly on month-to-month tenancies, and a
building in Greenville, Texas containing approximately 6,150 square feet which
serves as a distribution and vending maintenance center.
The Registrant believes that it has sufficient production
capacity to meet foreseeable demand in 1999.
SEPARATE ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT
Information as to executive officers of the Registrant who are
directors or nominees of the Registrant is incorporated herein by reference to
the section captioned Election of Directors in the Registrant's Proxy Statement
for the Annual Meeting of Stockholders to be held April 16, 1999. Information as
to each executive officer of the Registrant who is not a director or a nominee
is as follows:
Name Age Information About Officer
---- --- -------------------------
L. Rudy Gragnani 45 Vice President of Lance, Inc. since 1997;
Vice President of Coca-Cola Bottling Company
of New York 1996-1997 and Director of
Information Services of Coca-Cola Bottling
Co. Consolidated 1988-1996
Earl D. Leake 47 Vice President of Lance, Inc. since 1995 and
Treasurer and Assistant Secretary 1988-1995
B. Clyde Preslar 44 Vice President, Treasurer and Chief
Financial Officer of Lance, Inc. since 1996;
Director, Financial Services of Worldwide
Power Tools Group (a consumer products
division of The Black and Decker
Corporation) 1993-1996 and Director,
Corporate Business Planning and Analysis of
The Black and Decker Corporation 1991-1993
Dominic J. Sidari 45 Vice President of Lance, Inc. since 1998;
Vice President, Sales of Pepperidge Farm
division of Campbell 1977 - 1998
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Richard G. Tucker 44 Vice President of Lance, Inc. since 1996 and
President of Lance Company since 1999; Plant
Manager (bakery division) of RJR Nabisco
Holdings Corporation (consumer products
company) 1989-1996
Gregory M. Venner 41 Vice President of Lance, Inc. since 1997;
Marketing Director and Business Director,
Tropicana Products (food products company)
1993-1996 and Marketing Director, Conagra
Frozen Foods 1990-1993
H. Dean Fields 57 President of Vista Bakery, Inc. (subsidiary
of Lance, Inc.) since 1996 and Manager,
Columbia, South Carolina Plant of Vista
Bakery, Inc. 1993-1996
James C. Melton 39 Corporate Controller and Principal
Accounting Officer of Lance, Inc. since
1997; independent financial consultant
1995-1996; Corporate Controller and
Assistant Treasurer, Kayser-Roth Corporation
(consumer products company) 1990-1994
Robert S. Carles 58 Secretary of Lance, Inc. since 1997,
Assistant Secretary 1981-1997 and Corporate
Attorney since 1976
All the executive officers were appointed to their current
positions at the Annual Meeting of the Board of Directors effective April 17,
1998, except that Mr. Sidari was appointed effective April 20, 1998. All of the
Registrant's executive officers' terms of office extend until the next Annual
Meeting of the Board of Directors and until their successors shall have been
duly elected and qualified.
Items 3 and 4 are inapplicable and have been omitted.
PART II
Items 5 through 8 are incorporated herein by reference to pages
17 through 34 of the Registrant's 1998 Annual Report to Stockholders.
Item 9 is inapplicable and has been omitted.
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PART III
Items 10 through 13 are incorporated herein by reference to the
sections captioned Principal Stockholders and Holdings of Management, Election
of Directors, Compensation/Stock Option Committee Interlocks and Insider
Participation, Director Compensation, Executive Officer Compensation and
Compliance with Section 16(a) of the Securities Exchange Act of 1934 in the
Registrant's Proxy Statement for the Annual Meeting of Stockholders to be held
April 16, 1999 and to the Separate Item in Part I of this Annual Report
captioned Executive Officers of the Registrant.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements.
See Table of Contents to Financial Statements
filed herewith as a separate part of this Annual Report.
2. Financial Schedules.
Schedules have been omitted because of the absence
of conditions under which they are required or because information required is
included in financial statements or the notes thereto.
3. Exhibits.
3.1 Restated Articles of Incorporation of Lance,
Inc. as amended through April 17, 1998, incorporated herein by reference to
Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q for the twelve weeks
ended June 13, 1998.
3.2 Articles of Amendment of Lance, Inc. dated
July 14, 1998 designating rights, preferences and privileges of the
Registrant's Series A Junior Participating Preferred Stock.
3.3 Bylaws of Lance, Inc., as amended through
April 21, 1995, incorporated herein by reference to Exhibit 3.2 to the
Registrant's Quarterly Report on Form 10-Q for the twelve weeks ended June 17,
1995.
4.1 See 3.1, 3.2 and 3.3 above.
4.2 Preferred Shares Rights Agreement dated July
14, 1998 between the Registrant and Wachovia Bank, N.A., together with the Form
of Rights Certificate attached as Exhibit B thereto, incorporated herein by
reference to Exhibit 4.1 to the Registrant's Form 8-A filed on July 15, 1998.
10.1 Lance, Inc. 1991 Stock Option Plan,
incorporated herein by reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-8, Registration No. 33-41866.
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10.2 Lance, Inc. 1983 Incentive Stock Option Plan,
incorporated herein by reference to Exhibit 10.1 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 26, 1987.
10.3 Lance, Inc. 1995 Nonqualified Stock Option
Plan for Non-Employee Directors, as amended, incorporated herein by reference to
Exhibit 4 to the Registrant's Registration Statement on Form S-8, File No.
33-58839, as amended by Post Effective Amendment No. 1.
10.4 Lance, Inc. 1997 Incentive Equity Plan,
incorporated herein by reference to Exhibit 4 to the Registrant's Registration
Statement on Form S-8, File No. 333-25539.
10.5* Lance, Inc. Benefit Restoration Plan,
incorporated herein by reference to Exhibit 10(vi) to the Registrant's Quarterly
Report on Form 10-Q for the twelve weeks ended June 11, 1994.
10.6* Lance, Inc. Annual Corporate Performance
Incentive Plan - Officers - 1997, incorporated herein by reference to Exhibit
10.3 to the Registrant's Quarterly Report on Form 10-Q for the twelve weeks
ended June 14, 1997.
10.7* Lance, Inc. Long-Term Incentive Plan -
Officers - 1997, incorporated herein by reference to Exhibit 10.4 to the
Registrant's Quarterly Report on Form 10-Q for the twelve weeks ended June 14,
1997.
10.8* Lance, Inc. 1998 Annual Corporate
Performance Incentive Plan for Officers, incorporated herein by reference to
Exhibit 10 to the Registrant's Quarterly Report on Form 10-Q for the twelve
weeks ended March 21, 1998.
10.9* Lance, Inc. 1998 Long-Term Incentive Plan
for Officers, incorporated herein by reference to Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the twelve weeks ended June 13,
1998.
10.10* Chairman of the Board Compensation Letter
dated April 19, 1996 incorporated herein by reference to Exhibit 10.9 to the
Registrant's Quarterly Report on Form 10-Q for the twelve weeks ended June 15,
1996.
10.11* Chairman of the Board Compensation Letter
dated October 6, 1998.
10.12* Form of Compensation and Benefits Assurance
Agreement between the Registrant and each of Paul A. Stroup, III, Earl D. Leake,
B. Clyde Preslar, Richard G. Tucker, Gregory M. Venner, L. R. Gragnani, H. Dean
Fields and Dominic J. Sidari, incorporated herein by reference to Exhibit 10.14
to the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 27, 1997.
- ---------------
* Management contract.
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10.13* Executive Severance Agreement dated
November 7, 1997 between the Registrant and Paul A. Stroup, III, incorporated
herein by reference to Exhibit 10.15 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 27, 1997.
10.14* Executive Severance Agreement dated
November 7, 1997 between the Registrant and Earl D. Leake, incorporated herein
by reference to Exhibit 10.16 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 27, 1997.
10.15* Form of Executive Severance Agreement
between the Registrant and each of B. Clyde Preslar, Richard G. Tucker, Gregory
M. Venner, L. R. Gragnani, H. Dean Fields and Dominic J. Sidari, incorporated
herein by reference to Exhibit 10.17 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 27, 1997.
10.16* Early Retirement Agreement dated June 10,
1998 between Lance, Inc. and Peter M. Duggan and related Amendment Agreement
dated June 26, 1998 between Lance, Inc. and Peter M. Duggan.
13 The Registrant's 1998 Annual Report to
Stockholders. This Annual Report to Stockholders is furnished for the
information of the Commission only and, except for the parts thereof
incorporated by reference in this Report on Form 10-K, is not to be deemed
"filed" as a part of this filing.
21 List of the Subsidiaries of the Registrant.
23 Consent of KPMG LLP.
27.1 Financial Data Schedule. (Filed in electronic
format only. Pursuant to Rule 402 of Regulation S-T, this schedule shall not be
deemed filed for purposes of Section 11 of the Securities Act of 1933 or Section
18 of the Securities Exchange Act of 1934.)
99 Cautionary Statement under the Safe Harbor
Provisions of the Private Securities Litigation Reform Act of 1995.
(b) Reports on Form 8-K
There were no reports on Form 8-K required to be
filed by the Registrant during the 16 weeks ended December 26, 1998.
- ---------------
* Management contract.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this Annual
Report to be signed on its behalf by the undersigned, thereunto duly authorized.
LANCE, INC.
Dated: March 25, 1999 By: /s/ B. Clyde Preslar
-----------------------------
B. Clyde Preslar
Vice President
Pursuant to the requirements of the Securities Exchange Act of
1934, this Annual Report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
Signature Capacity Date
- --------- -------- ----
/s/ Scott C. Lea Chairman of the Board March 25, 1999
- ------------------------ and Director
Scott C. Lea
/s/ P. A. Stroup, III
- ------------------------ President, Chief Executive March 25, 1999
P. A. Stroup, III Officer and Director
(Principal Executive Officer)
/s/ B. Clyde Preslar
- ------------------------ Vice President (Principal March 25, 1999
B. Clyde Preslar Financial Officer)
/s/ James C. Melton
- ------------------------ Controller (Principal March 25, 1999
James C. Melton Accounting Officer)
/s/ Alan T. Dickson
- ------------------------ Director March 25, 1999
Alan T. Dickson
/s/ J. W. Disher
- ------------------------ Director March 25, 1999
J. W. Disher
/s/ James H. Hance, Jr.
- ------------------------ Director March 25, 1999
James H. Hance, Jr.
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/s/ William R. Holland
- ---------------------------- Director March 25, 1999
William R. Holland
/s/ Weldon H. Johnson
- ---------------------------- Director March 25, 1999
Weldon H. Johnson
/s/ Wilbur J. Prezzano
- ---------------------------- Director March 25, 1999
Wilbur J. Prezzano
/s/ Robert V. Sisk
- ---------------------------- Director March 25, 1999
Robert V. Sisk
/s/ Isaiah Tidwell
- ---------------------------- Director March 25, 1999
Isaiah Tidwell
/s/ Nancy Van Every McLaurin
- ---------------------------- Director March 25, 1999
Nancy Van Every McLaurin
/s/ S. Lance Van Every
- ---------------------------- Director March 25, 1999
S. Lance Van Every
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.
FORM 10-K
FOR CORPORATIONS
ITEM 14(a) - FINANCIAL STATEMENTS
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TABLE OF CONTENTS
Annual Report to Stockholders
Page
----
Data incorporated by reference from the 1998
Annual Report to Stockholders of Lance, Inc.
and Subsidiaries:
Independent Auditors' Report.................................................33
Consolidated Balance Sheets, December 26, 1998 and December 27, 1997.........22
For the Fiscal Years Ended December 26, 1998, December 27, 1997
and December 28, 1996:
Consolidated Statements of Income ........................................21
Consolidated Statements of Stockholders' Equity and Comprehensive Income..23
Consolidated Statements of Cash Flows.....................................24
Notes to Consolidated Financial Statements..................................25
FINANCIAL STATEMENTS AND SCHEDULES OMITTED
The above listed financial statements are presented on only a consolidated basis
since the Company is primarily an operating company and its subsidiaries
included for the periods presented in the consolidated financial statements are
totally-held subsidiaries. Schedules have been omitted because of the absence of
conditions under which they are required or because information required is
included in financial statements or the notes thereto.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
EXHIBITS
Item 14(a)(3)
FORM 10-K
ANNUAL REPORT
For the fiscal year ended Commission File Number
December 26, 1998 0-398
LANCE, INC.
EXHIBIT INDEX
Exhibit
No. Exhibit Description
- ------- -------------------
3.1 Restated Articles of Incorporation of Lance, Inc. as amended
through April 17, 1998, incorporated herein by reference to
Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q for
the twelve weeks ended June 13, 1998.
3.2 Articles of Amendment of Lance, Inc. dated July 14, 1998
designating rights, preferences and privileges of the
Registrant's Series A Junior Participating Preferred Stock.
3.3 Bylaws of Lance, Inc., as amended through April 21, 1995,
incorporated herein by reference to Exhibit 3.2 to the
Registrant's Quarterly Report on Form 10-Q for the twelve weeks
ended June 17, 1995.
4 See 3.1, 3.2 and 3.3 above.
4.2 Preferred Shares Rights Agreement dated July 14, 1998 between the
Registrant and Wachovia Bank, N.A., together with the Form of
Rights Certificate attached as Exhibit B thereto, incorporated
herein by reference to Exhibit 4.1 to the Registrant's Form 8-A
filed on July 15, 1998.
10.1 Lance, Inc. 1991 Stock Option Plan, incorporated herein by
reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-8, Registration No. 33-41866.
10.2 Lance, Inc. 1983 Incentive Stock Option Plan, incorporated herein
by reference to Exhibit 10.1 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 26, 1987.
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10.3 Lance, Inc. 1995 Nonqualified Stock Option Plan for Non-Employee
Directors, as amended, incorporated herein by reference to
Exhibit 4 to the Registrant's Registration Statement on Form S-8,
File No. 33-58839, as amended by Post Effective Amendment No. 1.
10.4 Lance, Inc. 1997 Incentive Equity Plan, incorporated herein by
reference to Exhibit 4 to the Registrant's Registration Statement
on Form S-8, File No. 333-25539.
10.5* Lance, Inc. Benefit Restoration Plan, incorporated herein by
reference to Exhibit 10(vi) to the Registrant's Quarterly Report
on Form 10-Q for the twelve weeks ended June 11, 1994.
10.6* Lance, Inc. Annual Corporate Performance Incentive Plan -
Officers - 1997, incorporated herein by reference to Exhibit 10.3
to the Registrant's Quarterly Report on Form 10-Q for the twelve
weeks ended June 14, 1997.
10.7* Lance, Inc. Long-Term Incentive Plan - Officers - 1997,
incorporated herein by reference to Exhibit 10.4 to the
Registrant's Quarterly Report on Form 10-Q for the twelve weeks
ended June 14, 1997.
10.8* Lance, Inc. 1998 Annual Corporate Performance Incentive Plan for
Officers, incorporated herein by reference to Exhibit 10 to the
Registrant's Quarterly Report on Form 10-Q for the twelve weeks
ended March 21, 1998.
10.9* Lance, Inc. 1998 Long-Term Incentive Plan for Officers,
incorporated herein by reference to Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the twelve weeks
ended June 13, 1998.
10.10* Chairman of the Board Compensation Letter dated April 19, 1996
incorporated herein by reference to Exhibit 10.9 to the
Registrant's Quarterly Report on Form 10-Q for the twelve weeks
ended June 15, 1996.
10.11* Chairman of the Board Compensation Letter dated October 6, 1998.
10.12* Form of Compensation and Benefits Assurance Agreement between the
Registrant and each of Paul A. Stroup, III, Earl D. Leake, B.
Clyde Preslar, Richard G. Tucker, Gregory M. Venner, L. R.
Gragnani, H. Dean Fields and Dominic J. Sidari, incorporated
herein by reference to Exhibit 10.14 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 27, 1997.
- ---------------
* Management contract.
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10.13* Executive Severance Agreement dated November 7, 1997 between the
Registrant and Paul A. Stroup, III, incorporated herein by
reference to Exhibit 10.15 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 27, 1997.
10.14* Executive Severance Agreement dated November 7, 1997 between the
Registrant and Earl D. Leake, incorporated herein by reference to
Exhibit 10.16 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 27, 1997.
10.15* Form of Executive Severance Agreement between the Registrant and
each of B. Clyde Preslar, Richard G. Tucker, Gregory M. Venner,
L. R. Gragnani, H. Dean Fields and Dominic J. Sidari,
incorporated herein by reference to Exhibit 10.17 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 27, 1997.
10.16* Early Retirement Agreement dated June 10, 1998 between Lance,
Inc. and Peter M. Duggan and related Amendment Agreement dated
June 26, 1998 between Lance, Inc. and Peter M. Duggan.
13 The Registrant's 1998 Annual Report to Stockholders. This Annual
Report to Stockholders is furnished for the information of the
Commission only and, except for the parts thereof incorporated by
reference in this Report on Form 10-K, is not to be deemed
"filed" as a part of this filing.
21 List of the Subsidiaries of the Registrant.
23 Consent of KPMG LLP.
27.1 Financial Data Schedule. (Filed in electronic format only.
Pursuant to Rule 402 of Regulation S-T, this schedule shall not
be deemed filed for purposes of Section 11 of the Securities Act
of 1933 or Section 18 of the Securities Exchange Act of 1934.)
99 Cautionary Statement under the Safe Harbor Provisions of the
Private Securities Litigation Reform Act of 1995.
- ---------------
* Management contract.
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