<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 18, 2001
REGISTRATION NO. 333-53284
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
KRISPY KREME DOUGHNUTS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
NORTH CAROLINA 5812 56-2169715
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
<TABLE>
<S> <C>
RANDY S. CASSTEVENS
SENIOR VICE PRESIDENT OF FINANCE,
SECRETARY AND TREASURER
370 KNOLLWOOD STREET 370 KNOLLWOOD STREET
WINSTON-SALEM, NORTH CAROLINA 27103 WINSTON-SALEM, NORTH CAROLINA 27103
(336) 725-2981 (336) 725-2981
(Address, including zip code, and (Name, address, including zip code, and
telephone number, telephone number,
including area code, of registrant's principal including area code, of agent for service)
executive offices)
</TABLE>
---------------------
COPIES TO:
<TABLE>
<S> <C>
GERALD S. TANENBAUM, ESQ. RICHARD C. TILGHMAN, JR., ESQ.
CAHILL GORDON & REINDEL PIPER MARBURY RUDNICK & WOLFE LLP
80 PINE STREET 6225 SMITH AVENUE
NEW YORK, NEW YORK 10005 BALTIMORE, MARYLAND 21209-3600
(212) 701-3000 (410) 580-3000
(212) 269-5420 (FAX) (410) 580-3001 (FAX)
</TABLE>
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] __________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________________
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________________
If delivery of the prospectus is expected to be made pursuant to Rule 434 under
the Securities Act of 1933, check the following box. [ ]
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON A DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON A DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Set forth below is an estimate of the approximate amount of the fees and
expenses (other than underwriting commissions and discounts) payable by Krispy
Kreme and the selling shareholders in connection with this offering.
<TABLE>
<CAPTION>
--------
<S> <C>
Securities and Exchange Commission Registration Fee......... $ 45,552
National Association of Securities Dealers Inc. Registration
Fee....................................................... 18,720
Nasdaq National Market Listing Fees......................... 2,217
Printing Expenses........................................... 300,000
Legal Fees and Expenses..................................... 300,000
Accounting Fees and Expenses................................ 200,000
Miscellaneous............................................... 33,511
--------
Total............................................. $900,000
========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation and Bylaws of Krispy Kreme Doughnuts, Inc.
("Krispy Kreme" or the "Company") provide that our directors and officers shall
not be personally liable to us or our shareholders for monetary damages for
breach of fiduciary duty as a director or officer to the fullest extent
permitted by North Carolina law. Under Section 55-8-51 of the North Carolina
Business Corporation Act, we may indemnify a present or former director if he
conducted himself in good faith and reasonably believed, in the case of conduct
in his official capacity, that his conduct was in Krispy Kreme's best interests.
In all other cases, the director must have believed that his conduct was at
least not opposed to our best interests. In the case of any criminal proceeding,
the director must have had no reasonable cause to believe his conduct was
unlawful. We may not indemnify a director in connection with a proceeding by or
in the right of Krispy Kreme in which the director was adjudged liable to us or,
in connection with any other proceeding, whether or not involving action in his
official capacity, in which he was adjudged liable on the basis that personal
benefit was improperly received by him. Under North Carolina law, we may
indemnify our officers to the same extent as our directors and to such further
extent as is consistent with public policy. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling Krispy Kreme pursuant to the
foregoing provisions, or otherwise, we have been informed that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
Krispy Kreme maintains directors' and officers' liability insurance against any
actual or alleged error, misstatement, misleading statement, act, omission,
neglect or breach of duty by any director or officer, excluding certain matters
including fraudulent, dishonest or criminal acts or self-dealing.
The Underwriting Agreement (Exhibit 1.1) provides for indemnification by the
Underwriters of Krispy Kreme, its directors and executive officers and other
persons for certain liabilities, including liabilities arising under the
Securities Act of 1933, as amended.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
In connection with a corporate reorganization in the form of a merger conducted
in conjunction with its initial public offering on April 5, 2000, Krispy Kreme
Doughnuts, Inc. issued 20 shares of its common stock, no par value, in exchange
for each outstanding share of the common stock, par value $10.00 per share, of
Krispy Kreme Doughnut Corporation. Krispy Kreme Doughnuts, Inc.
II-1
<PAGE> 3
issued a total of 9,340,220 shares of its common stock in this exchange. The
issuance was a private placement exempt from registration under Section 4(2) of
the Securities Act. Pursuant to the reorganization, Krispy Kreme Doughnut
Corporation became a wholly-owned subsidiary of Krispy Kreme Doughnuts, Inc.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a. Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <C> <S>
1.1+ -- Form of Underwriting Agreement
2.1 -- Agreement and Plan of Merger among the Company, Krispy Kreme
Doughnut Corporation and KKDC Reorganization Corporation
dated December 2, 1999 (incorporated by reference to Exhibit
2.1 to the Registrant's Registration Statement on Form S-1
(Commission File No. 333-92909), filed with the Commission
on December 16, 1999)
3.1 -- Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (Commission File No. 333-92909), filed
with the Commission on December 16, 1999 and Exhibit 4.2 to
the Registrant's Registration Statement on Form S-8
(Commission File No. 333-47326) filed with the Commission on
October 4, 2000)
3.2 -- Bylaws of the Company (incorporated by reference to Exhibit
3.2 to the Registrant's Registration Statement on Form S-1
(Commission File No. 333-92909), filed with the Commission
on December 16, 1999)
4.1 -- Form of Certificate for Common Stock (incorporated by
reference to Exhibit 4.1 to the Registrant's Amendment No. 4
to Registration Statement on Form S-1 (Commission File No.
333-92909), filed with the Commission on April 3, 2000)
4.2 -- Rights Agreement between the Company and Branch Banking and
Trust Company, as Rights Agent, dated as of January 18, 2000
(incorporated by reference to Exhibit 4.2 to the
Registrant's Amendment No. 4 to Registration Statement on
Form S-1 (Commission File No. 333-92909), filed with the
Commission on April 3, 2000)
5.1+ -- Opinion of Kilpatrick Stockton, LLP, as to the legality of
the securities being registered
10.1 -- Amended and Restated Loan Agreement, dated December 21,
1998, between Krispy Kreme Doughnut Corporation and the
subsidiaries thereof and Branch Banking and Trust Company
(incorporated by reference to Exhibit 10.1 to the
Registrant's Registration Statement on Form S-1 (Commission
File No. 333-92909), filed with the Commission on December
16, 1999)
10.2 -- Form of Associates License Agreement (incorporated by
reference to Exhibit 10.2 to the Registrant's Registration
Statement on Form S-1 (Commission File No. 333-92909), filed
with the Commission on December 16, 1999)
10.3 -- Form of Development Agreement (incorporated by reference to
Exhibit 10.3 to the Registrant's Registration Statement on
Form S-1 (Commission File No. 333-92909), filed with the
Commission on December 16, 1999)
10.4 -- Form of Franchise Agreement (incorporated by reference to
Exhibit 10.4 to the Registrant's Registration Statement on
Form S-1 (Commission File No. 333-92909), filed with the
Commission on December 16, 1999)
10.5 -- Letter Agreement, dated April 12, 1994, between Krispy Kreme
Doughnut Corporation and Mr. Scott A. Livengood
(incorporated by reference to Exhibit 10.5 to the
Registrant's Amendment No. 1 to Registration Statement on
Form S-1 (Commission File No. 333-92909), filed with the
Commission on February 22, 2000)
</TABLE>
II-2
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <C> <S>
10.6 -- Letter Agreement, dated February 15, 1994, between Krispy
Kreme Doughnut Corporation and Mr. Joseph A. McAleer, Jr.
(incorporated by reference to Exhibit 10.6 to the
Registrant's Amendment No. 1 to Registration Statement on
Form S-1 (Commission File No. 333-92909), filed with the
Commission on February 22, 2000)
10.7 -- Guaranty of Payment Agreement, dated September 18, 1998, by
Krispy Kreme Doughnut Corporation for the benefit of Beattie
F. Armstrong and Beattie F. Armstrong, Inc. (incorporated by
reference to Exhibit 10.7 to the Registrant's Amendment No.
1 to Registration Statement on Form S-1 (Commission File No.
333-92909), filed with the Commission on February 22, 2000)
10.8 -- Collateral Repurchase Agreement, dated March 31, 1998 by and
among Krispy Kreme Doughnut Corporation, the Bank of Blue
Valley and Midwest Doughnuts, LLC (incorporated by reference
to Exhibit 10.8 to the Registrant's Amendment No. 1 to
Registration Statement on Form S-1 (Commission File No.
333-92909), filed with the Commission on February 22, 2000)
10.9 -- Guaranty by Krispy Kreme Doughnut Corporation, dated
December 31, 1998, in favor of the Bank of Blue Valley with
respect to the obligations of Midwest Doughnuts, LLC
(incorporated by reference to Exhibit 10.9 to the
Registrant's Amendment No. 1 to Registration Statement on
Form S-1 (Commission File No. 333-92909), filed with the
Commission on February 22, 2000)
10.10 -- Collateral Repurchase Agreement, dated January 30, 1998, by
and among Krispy Kreme Doughnut Corporation, Mackk, L.L.C.
and Branch Banking and Trust Company (incorporated by
reference to Exhibit 10.10 to the Registrant's Registration
Statement on Form S-1 (Commission File No. 333-92909), filed
with the Commission on December 16, 1999)
10.11 -- Collateral Repurchase Agreement, dated January 30, 1998, by
and among Mr. Joseph A. McAleer, Jr., Mackk, L.L.C., Krispy
Kreme Doughnut Corporation and Branch Banking and Trust
Company (incorporated by reference to Exhibit 10.11 to the
Registrant's Registration Statement on Form S-1 (Commission
File No. 333-92909), filed with the Commission on December
16, 1999)
10.12 -- Collateral Repurchase Agreement, dated January 2, 1998, by
and among Mrs. Bonnie Silvey Vandegrift, Brevard Tennis and
Athletic Club Incorporated, Krispy Kreme Doughnut
Corporation and Branch Banking and Trust Company
(incorporated by reference to Exhibit 10.12 to the
Registrant's Amendment No. 1 to Registration Statement on
Form S-1 (Commission File No. 333-92909), filed with the
Commission on February 22, 2000)
10.13 -- Collateral Repurchase Agreement, dated October 15, 1997, by
and among Krispy Kreme Doughnut Corporation, Midwest
Doughnuts, LLC, and the Bank of Blue Valley (incorporated by
reference to Exhibit 10.13 to the Registrant's Amendment No.
1 to Registration Statement on Form S-1 (Commission File No.
333-92909), filed with the Commission on February 22, 2000)
10.14 -- Guaranty by Krispy Kreme Doughnut Corporation, dated October
15, 1997, in favor of the Bank of Blue Valley with respect
to the obligation of Midwest Doughnuts, LLC (incorporated by
reference to Exhibit 10.14 to the Registrant's Amendment No.
4 to Registration Statement on Form S-1 (Commission File No.
333-92909), filed with the Commission on April 3, 2000)
</TABLE>
II-3
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <C> <S>
10.15 -- Collateral Repurchase Agreement, dated October 22, 1996, by
and among Robert L. McCoy, Gulf Florida Doughnut
Corporation, Krispy Kreme Doughnut Corporation and Branch
Banking and Trust Company (incorporated by reference to
Exhibit 10.15 to the Registrant's Amendment No. 1 to
Registration Statement on Form S-1 (Commission File No.
333-92909), filed with the Commission on February 22, 2000)
10.16 -- Collateral Repurchase Agreement, dated May 29, 1996, among
Krispy Kreme Doughnut Corporation, Midwest Doughnuts, LLC
and The First National Bank of Olathe (incorporated by
reference to Exhibit 10.16 to the Registrant's Registration
Statement on Form S-1 (Commission File No. 333-92909), filed
with the Commission on December 16, 1999)
10.17 -- Guaranty by Krispy Kreme Doughnut Corporation, dated May 29,
1996, in favor of the First National Bank of Olathe with
respect to the obligations of Midwest Doughnuts, LLC
(incorporated by reference to Exhibit 10.17 to the
Registrant's Amendment No. 1 to Registration Statement on
Form S-1 (Commission File No. 333-92909), filed with the
Commission on February 22, 2000)
10.18 -- Collateral Repurchase Agreement, dated July 7, 1995 by and
among Robert J. Simmons, Simac, Inc., Krispy Kreme Doughnut
Corporation and First National Bank of Ohio (incorporated by
reference to Exhibit 10.18 to the Registrant's Amendment No.
1 to Registration Statement on Form S-1 (Commission File No.
333-92909), filed with the Commission on February 22, 2000)
10.19 -- Collateral Repurchase Agreement, dated February 25, 1994, by
and among Mr. William J. Dorgan, Mrs. Patricia M. Dorgan,
Krispy Kreme Doughnut Corporation and Southern National Bank
of North Carolina (incorporated by reference to Exhibit
10.19 to the Registrant's Amendment No. 1 to Registration
Statement on Form S-1 (Commission File No. 333-92909), filed
with the Commission on February 22, 2000)
10.20 -- Promissory Note, dated March 13, 1997, of Midwest Doughnuts,
LLC, Mr. Philip R.S. Waugh, Jr. and certain other parties
payable to the order of Krispy Kreme Doughnut Corporation
(incorporated by reference to Exhibit 10.20 to the
Registrant's Amendment No. 1 to Registration Statement on
Form S-1 (Commission File No. 333-92909), filed with the
Commission on February 22, 2000)
10.21 -- Promissory Note, dated October 13, 1997, of Midwest
Doughnuts, LLC, Mr. Philip R.S. Waugh, Jr. and certain other
parties payable to the order of Krispy Kreme Doughnut
Corporation (incorporated by reference to Exhibit 10.21 to
the Registrant's Amendment No. 4 to Registration Statement
on Form S-1 (Commission File No. 333-92909), filed with the
Commission on April 3, 2000)
10.22 -- Trademark License Agreement, dated May 27, 1996, between HDN
Development -- Corporation and Krispy Kreme Corporation
(incorporated by reference to Exhibit 10.22 to the
Registrant's Amendment No. 1 to Registration Statement on
Form S-1 (Commission File No. 333-92909), filed with the
Commission on February 22, 2000)
10.23 -- Stock Option Plan dated August 6, 1998 (incorporated by
reference to Exhibit 10.23 to the Registrant's Amendment No.
1 to Registration Statement on Form S-1 (Commission File No.
333-92909), filed with the Commission on February 22, 2000)
10.24 -- Long-Term Incentive Plan dated January 30, 1993
(incorporated by reference to Exhibit 10.24 to the
Registrant's Amendment No. 1 to Registration Statement on
Form S-1 (Commission File No. 333-92909), filed with the
Commission on February 22, 2000)
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <C> <S>
10.25 -- Form of Promissory Note relating to termination of Long-Term
Incentive Plan (incorporated by reference to Exhibit 10.25
to the Registrant's Amendment No. 1 to Registration
Statement on Form S-1 (Commission File No. 333-92909), filed
with the Commission on February 22, 2000)
10.26 -- Form of Restricted Stock Purchase Agreement (incorporated by
reference to Exhibit 10.26 to the Registrant's Amendment No.
1 to Registration Statement on Form S-1 (Commission File No.
333-92909), filed with the Commission on February 22, 2000)
10.27 -- Form of Promissory Note relating to restricted stock
purchases (incorporated by reference to Exhibit 10.27 to the
Registrant's Amendment No. 1 to Registration Statement on
Form S-1 (Commission File No. 333-92909), filed with the
Commission on February 22, 2000)
10.28 -- Employment Agreement dated August 10, 1999 between Krispy
Kreme Doughnut Corporation and John N. McAleer (incorporated
by reference to Exhibit 10.28 to the Registrant's Amendment
No. 1 to Registration Statement on Form S-1 (Commission File
No. 333-92909), filed with the Commission on February 22,
2000)
10.29 -- Employment Agreement dated August 10, 1999 between Krispy
Kreme Doughnut Corporation and Scott A. Livengood
(incorporated by reference to Exhibit 10.29 to the
Registrant's Amendment No. 1 to Registration Statement on
Form S-1 (Commission File No. 333-92909), filed with the
Commission on February 22, 2000)
10.30 -- Employment Agreement dated August 10, 1999 between Krispy
Kreme Doughnut Corporation and J. Paul Breitbach
(incorporated by reference to Exhibit 10.30 to the
Registrant's Amendment No. 1 to Registration Statement on
Form S-1 (Commission File No. 333-92909), filed with the
Commission on February 22, 2000)
10.31 -- Kingsmill Plan (incorporated by reference to Exhibit 10.31
to the Registrant's Amendment No. 1 to Registration
Statement on Form S-1 (Commission File No. 333-92909), filed
with the Commission on February 22, 2000)
10.32 -- 2000 Stock Incentive Plan (incorporated by reference to
Exhibit 10.1 to the Registrant's Registration Statement on
Form S-8 (Commission File No. 333-47326), filed with the
Commission on October 4, 2000)
10.33+ -- Loan Agreement dated December 29, 1999 among Branch Banking
and Trust Company, Krispy Kreme Doughnut Corporation,
Thornton's Flav-O-Rich Bakery, Inc., Krispy Kreme
Distributing Company, Inc., Krispy Kreme Support Operations
Company, HD Capital Corporation, HDN Development Corporation
and Krispy Kreme Doughnuts, Inc.
21.1+ -- List of subsidiaries
23.1+ -- Consent of Kilpatrick Stockton LLP (included in the opinion
filed as Exhibit No. 5 to this Registration Statement)
23.2+ -- Consent of PricewaterhouseCoopers LLP
24.1# -- Powers of Attorney of certain officers and directors of the
Company
</TABLE>
---------------
+ Filed herewith.
# Previously filed.
b. Financial Statement Schedules
Schedule II -- Consolidated Valuation and Qualifying Accounts and Reserves of
Krispy Kreme Doughnut Corporation
II-5
<PAGE> 7
ITEM 17. UNDERTAKINGS.
Krispy Kreme hereby undertakes to provide to the Underwriters at the closing
specified in the underwriting agreements certificates in such denominations and
registered in such names as required by the Underwriters to permit prompt
delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of Krispy Kreme
pursuant to the provisions of our Articles of Incorporation and Bylaws or
otherwise, Krispy Kreme has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by us of expenses incurred or paid by a director, officer or controlling
person of Krispy Kreme in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Krispy Kreme will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
The undersigned undertakes that:
1. For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by Krispy Kreme pursuant to Rule 424(b)(1) or (4), or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
2. For the purposes of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-6
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Krispy Kreme has
duly caused this amendment no. 2 to the registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Winston-Salem, North Carolina, on January 18, 2001.
KRISPY KREME DOUGHNUTS, INC.
By: /s/ RANDY S. CASSTEVENS
------------------------------------
Randy S. Casstevens
Senior Vice President, Corporate
Finance,
Secretary and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this amendment no. 2
to the registration statement has been signed on January 18, 2001, by the
following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE POSITION
--------- --------
<S> <C>
* Chairman of the Board of Directors, President
--------------------------------------------- and Chief Executive Officer (Principal
Scott A. Livengood Executive Officer)
* Vice Chairman of the Board of Directors and
--------------------------------------------- Executive Vice President, Concept Development
John N. McAleer
* Chief Financial Officer (Principal Financial
--------------------------------------------- Officer and Principal Accounting Officer)
John W. Tate
* Director
---------------------------------------------
Frank E. Guthrie
* Director
---------------------------------------------
Mary Davis Holt
* Director
---------------------------------------------
William T. Lynch
* Director
---------------------------------------------
Joseph A. McAleer, Jr.
* Director
---------------------------------------------
Robert L. McCoy
* Director
---------------------------------------------
James H. Morgan
* Director
---------------------------------------------
Steven D. Smith
* Director
---------------------------------------------
Robert L. Strickland
* Director
---------------------------------------------
Togo D. West, Jr.
*By: /s/ RANDY S. CASSTEVENS
-----------------------------------------
Randy S. Casstevens
as attorney-in-fact
</TABLE>
II-7
<PAGE> 9
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To the Board of Directors of
Krispy Kreme Doughnut Corporation:
Our report on the consolidated financial statements of Krispy Kreme Doughnut
Corporation and its subsidiaries is included herein. In connection with our
audits of such financial statements, we have also audited the related financial
statement schedule of Krispy Kreme Doughnut Corporation and subsidiaries.
In our opinion, the financial statement schedule, when considered in relation to
the basic financial statements taken as a whole, presents fairly, in all
material respects, the information required to be included therein.
PRICEWATERHOUSECOOPERS LLP
Greensboro, North Carolina
March 6, 2000
II-8
<PAGE> 10
KRISPY KREME DOUGHNUT CORPORATION
SCHEDULE II -- CONSOLIDATED
VALUATION AND QUALIFYING
ACCOUNTS AND RESERVES
<TABLE>
<CAPTION>
-----------------------------------------------------------------
ADDITIONS
ADDITIONS CHARGED
BALANCE AT CHARGED TO BALANCE AT
BEGINNING TO OTHER END
RESERVE FOR DOUBTFUL ACCOUNTS OF PERIOD OPERATIONS ACCOUNTS DEDUCTIONS(1) OF PERIOD
----------------------------- ---------- ---------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C>
For the year ended February 1, 1998......... $292,919 $ 180,573 $ -- $ 100,104 $ 373,388
======== ========== ========== ========== ==========
For the year ended January 31, 1999......... $373,388 $2,101,099 $ -- $1,499,487 $ 975,000
======== ========== ========== ========== ==========
For the year ended January 30, 2000......... $975,000 $ 832,506 $ -- $ 483,644 $1,323,862
======== ========== ========== ========== ==========
</TABLE>
---------------
(1) Amounts represent write-off of uncollectible receivable balances.
II-9
