SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
For the fiscal year ended April 27, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from _____ to ______
Commission file number 1-6071
RYMER FOODS INC.
EMPLOYEE STOCK PURCHASE PLAN
----------------------------
(full title of the plan)
RYMER FOODS INC.
4600 South Packers Avenue
Chicago, Illinois 60609
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(Name of issuer of the securities held pursuant to the plan and
address of its principal executive office)
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RYMER FOODS INC.
EMPLOYEE STOCK PURCHASE PLAN
Table of Contents
Page
Number
Report of Independent Accountants 3
Financial Statements
--------------------
Statements of Financial Condition as of
April 27, 1996 and April 29, 1995 4
Statement of Income and Changes in Participants'
Equity for the fiscal years ended April 27,
1996, April 29, 1995 and April 30, 1994 5
Notes to the Financial Statements 6-9
Signatures 10
Exhibit
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1 Consent of Coopers & Lybrand L.L.P. 11
NOTE: Schedules I, II and III have been omitted because the
required information is presented in the Financial Statements or
the information is not applicable.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees
RYMER FOODS INC. EMPLOYEE STOCK PURCHASE PLAN
Chicago, Illinois
We have audited the financial statements of the RYMER FOODS INC. EMPLOYEE
STOCK PURCHASE PLAN (the Plan) as listed in the table of contents on page
2 of this Form 11-K. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Plan as of April 27,
1996 and April 29, 1995 and the income and changes in participant's equity
for the three plan years in the period ended April 27, 1996 in conformity
with generally accepted accounting principles.
Chicago, Illinois
August 2, 1996
<PAGE>
RYMER FOODS INC.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL CONDITION
April 27, 1996 and April 29, 1995
ASSETS: 1996 1995
Investment in common stock of Rymer Foods
Inc., at fair value (2,523 shares at a cost
of $7,351 in 1996; 15,311 shares at a cost
of $44,840 in 1995) $ 2,050 $26,794
Cash 311 1,667
Amounts receivable from Rymer Foods Inc. - 410
Total Assets $ 2,361 $28,871
LIABILITIES:
Distributions payable to terminated
participants $ 301 $ 301
PARTICIPANTS' EQUITY:
Participants' equity 2,060 28,570
Total Liabilities and
Participants' Equity $ 2,361 $28,871
See accompanying notes.
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RYMER FOODS INC.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
For the fiscal years ended April 27, 1996,
April 29, 1995 and April 30, 1994
Additions: 1996 1995 1994
Participant contributions $ 8,182 $41,850 $12,769
Net appreciation in fair
value of investments -- -- 7,372
Total additions $ 8,182 $41,850 $20,141
Deductions:
Distributions to participants $32,455 $15,566 $18,476
Net depreciation in fair
value of investments 2,237 10,083 --
Total deductions $34,692 $25,649 $18,476
Net additions (deductions) to
participants' equity (26,510) 16,201 1,665
Participants' equity:
Beginning of year 28,570 12,369 10,704
End of year $ 2,060 $28,570 $12,369
See accompanying notes.
<PAGE>
RYMER FOODS INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The fiscal year of the Rymer Foods Inc. Employee Stock Purchase
Plan (the Plan) coincides with the end of the sixth fiscal period
of Rymer Foods Inc.
The financial statements of the Plan are prepared using the accrual
basis of accounting.
The Plan invests in the common stock of Rymer Foods Inc. (Rymer or
the Company). Investments are stated at fair value as determined
by the closing price of the Company's common stock on the New York
Stock Exchange on the last business day before the Plan's year-end.
Accordingly, the net depreciation or appreciation in fair value of
investments includes both realized gains and losses on distributions
and the net change in the unrealized depreciation or appreciation of
investments held at year-end.
Investment securities are exposed to various risks, such as market
conditions. Due to the level of risk associated with certain
investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least
reasonably possible that changes in risks in the near term would
materially affect participants' account balances and the amounts
reported in the statement of net assets available for plan benefits
and the statement of changes in net assets available for plan
benefits.
Expenses of the Plan and its administration are paid by the Company,
except, in the event stock is bought or sold on the open market,
related brokerage commissions are paid by the participants.
Through April 27, 1996, the Company has elected to purchase all
shares for the Plan out of its treasury shares. In addition, all
shares sold by participants were purchased by the Company as treasury
shares. Accordingly, to date, no brokerage commissions have been
incurred by the Plan on behalf of participants.
2. PLAN DESCRIPTION
A. General
The purpose of the Plan, which became effective May 1, 1990,
is to provide eligible employees of the Company and its
subsidiaries with a convenient and cost effective means to
purchase shares of the Company's common stock at current
market prices through payroll deductions and optional cash
contributions. No contributions are made by the Company.
All active, full-time employees of the Company and its
subsidiaries are eligible to participate in the Plan after
being employed for a period of six months. As of April 27,
1996 and April 29, 1995, there were 4 and 12 participants
in the Plan, respectively.
<PAGE>
The Plan is not subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
The Company reserves the right, through its Board of
Directors, to amend, suspend, or terminate the Plan at
any time.
B. Contributions
Participants may purchase shares with regular payroll
deductions of not less than $5 per week. In addition,
participants may elect to make optional cash contributions
of at least $50 at any time after enrollment. A participant
may elect to cancel payroll deduction contributions and
still maintain an account in active status.
C. Stock Purchases
All investments of the Plan are in shares of the Company's
$1.00 par value common stock. The Company, at its sole
discretion, may direct that purchases of common stock under
the Plan be made in the open market, from a new issue of the
Company's common stock, or from the Company's treasury.
The Company currently intends to continue purchasing all
shares from the Company's treasury. As of March 13, 1990,
the date the Plan was adopted by the Company's Board of
Directors, 298,975 shares of the Company's common stock held
in the treasury were reserved for issuance under the Plan.
As of April 27, 1996, the Company held 225,031 treasury
shares available for issuance under the Plan.
The purchase price of shares from the Company's treasury or
for newly issued shares will be the average of the high and
low of the Company's common stock as listed on the New York
Stock Exchange for the first business day of the month for
the preceding month. If the purchase of common stock is
made on the open market, the price of shares will be the
actual purchase price plus commissions.
No fractional shares will be purchased. Any cash balance
remaining after a stock purchase will be held in the
participant's account until enough funds are available
to purchase whole shares. No interest is paid on cash
balances in participants' accounts.
A participant may elect to be issued a stock certificate
for shares purchased through the Plan. Certificates will
only be issued in increments of not less than 100 shares.
Once a stock certificate is issued and delivered to the
participant, the shares will not be reflected in the assets
of the Plan.
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D. Sales of Shares
A participant may sell some or all of the shares held in his
or her account at any time upon written request. The Company
will no longer purchase shares from the participant as
treasury stock or sell shares on the open market through
a designated broker. If a participant wants to sell their
shares, the Company will issue a stock certificate. Once
a stock certificate is issued and delivered to the
participant, the shares can be sold through an independent
broker.
E. Withdrawals
Participants may withdraw from the Plan at any time upon
written request. Upon withdrawal, the participant will
be issued a stock certificate. The Company will issue a
check for any cash balance remaining in the participant's
account at the end of the month during which the withdrawal
occurred.
Upon termination of employment for any reason, an employee
will no longer be eligible to participate in the Plan and
shares accumulated shall be withdrawn from the Plan.
F. Vesting
Participants have a fully vested and non-forfeitable
interest in their accounts at all times.
3. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS
During the fiscal year ended April 27, 1996, Plan participants
withdrew 18,273 shares from the Plan by the issuance of stock
certificates. The shares had an aggregate cost of $47,200.
During the fiscal year ended April 29, 1995, Plan participants
sold and withdrew 2,015 shares from the Plan. The shares had
an aggregate cost of $3,849 and were sold for proceeds of
$7,822 resulting in a realized gain to Plan participants
of $3,973. In addition, Plan participants withdrew 2,524
shares from the Plan during the year by the issuance of stock
certificates. The shares had an aggregate cost of $7,682.
During the fiscal year ended April 30, 1994, Plan participants
sold and withdrew 2,017 shares from the Plan. The shares had
an aggregate cost of $4,182 and were sold for proceeds of $4,585
resulting in a realized gain to Plan participants of $403.
In addition, Plan participants withdrew 3,653 shares from the
Plan during the year by the issuance of stock certificates.
The shares had an aggregate cost of $13,855.
<PAGE>
During the year ended April 30, 1994, five participants were
withdrawn from the Plan due to termination of their employment.
The Company has been unable to deliver payments to these former
participants for their interests in the Plan.
Accordingly, the amount of distributions payable to these terminated
participants of $301 has been recorded as a liability in the Plan's
Statement of Financial Condition as of April 27, 1996, April 29,
1995 and April 30, 1994.
The change in net unrealized appreciation (depreciation) of
Rymer common stock held as an investment by the Plan is summarized
as follows:
1996 1995 1994
Net unrealized depreciation
at beginning of year $(18,045) $ (3,989) $(10,958)
Net unrealized depreciation
at end of year (5,301) (18,045) (3,989)
Net increase (decrease) in
unrealized depreciation
during the year $(12,744) $ 14,056 $ (6,969)
4. ADMINISTRATION OF THE PLAN
The Plan is administered and interpreted by the Company.
The Company may delegate authority with respect to certain matters
to officers or employees of the Company and its subsidiaries.
The Company is required to maintain records of the Plan, send
out quarterly statements, act as custodian and perform other
duties relating to administration of the Plan. Costs of
administering the Plan are paid by the Company.
5. FEDERAL INCOME TAX
The Plan is not qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended. The tax effect to employees
resulting from participation in the Plan and from the sale of
common stock purchased through the Plan is the responsibility
of the participant.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Trustees (or other persons who administer the Plan) have duly caused
this annual report to be signed on behalf of the undersigned, thereunto
duly authorized.
RYMER FOODS INC.
EMPLOYEE STOCK PURCHASE PLAN
(Name of Plan)
August 9, 1996 By: /s/ Edward M. Hebert
Edward M. Hebert
Senior Vice President, Chief
Financial Officer and Treasurer
EXHIBIT ONE
CONSENT OF COOPERS & LYBRAND L.L.P.
We consent to the incorporation by reference in the Rymer Foods Inc.
registration statement on Form S-8 (File No. 33-79346) of the Rymer
Foods Inc. Employee Stock Purchase Plan of our report dated August 2,
1996, on our audit of the financial statements of the Rymer Foods Inc.
Employee Stock Purchase Plan for the plan years ended April 27, 1996,
April 29, 1995 and April 30, 1994, which report is included in this
annual report on Form 11-K.
Coopers & Lybrand L.L.P.
Chicago, Illinois
August 9, 1996
