SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K/A
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AMENDMENT TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 27, 1997
COMMISSION FILE NUMBER 0-19253
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AU BON PAIN CO., INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 04-2723701
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(State or other jurisdiction (I.R.S. employer
of incorporation or identification No.)
organization)
19 FID KENNEDY AVENUE, BOSTON, MASSACHUSETTS 02210
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(Address of principal executive offices) (Zip Code)
(617) 423-2100
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(Registrant's telephone number, including area code)
AMENDMENT NO. 2
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The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report for the fiscal year
ended December 27, 1997 on Form 10-K as set forth in the pages attached hereto:
1. Part IV: Item 14 - Exhibits, Financial Statement Schedules, and
Reports on Form 8-K.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) 1. FINANCIAL STATEMENTS.
The following described consolidated financial statements of the
Company are included in this report:
Report of Independent Accountants.
Consolidated Balance Sheets at December 28, 1996 and December 27,
1997.
Consolidated Statements of Operations for the years ended December
30, 1995, December 28, 1996 and December 27, 1997.
Consolidated Statements of Cash Flows for the years ended December
30, 1995, December 28, 1996 and December 27, 1997.
Consolidated Statements of Stockholders' Equity for the years ended
December 30, 1995, December 28, 1996 and December 27, 1997.
Notes to Consolidated Financial Statements.
2. FINANCIAL STATEMENTS SCHEDULE.
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The following financial statement schedule for the Company is filed
herewith:
Schedule II - Valuations and Qualifying Accounts.
Schedule II
AU BON PAIN CO., INC.
VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
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Balance at Balance
beginning at end
Description: of period Additions Deductions of period
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Allowance for Doubtful Accounts
Fiscal Year ended Dec. 30, 1995 $ 76 $ 73 $89 $ 60
Fiscal Year ended Dec. 28, 1996 $ 60 $ 69 $25 $ 104
Fiscal Year ended Dec. 27, 1997 $104 $ 49 $19 $ 134
Valuation Allowance
Fiscal Year ended Dec. 27, 1997 $ 0 $1,308 $ 0 $1,308
<PAGE>
All other schedules are omitted because not applicable or not required
by Regulation S-X.
3. EXHIBITS.
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Exhibit
NUMBER DESCRIPTION
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2.1 Asset Purchase Agreement by and among Au Bon Pain Co., Inc., ABP
Midwest Manufacturing Co., Inc. and Bunge Foods Corporation dated
as of February 11, 1998; Amendment to Asset Purchase Agreement,
dated as of March 23, 1998.*
3.1 Certificate of Incorporation of Registrant, as amended to June 2,
1991. Incorporated by reference to Exhibit 3.1 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1994.
3.1.1 Certificate of Amendment to Certificate of Incorporation, dated and
filed June 3, 1991. Incorporated by reference to Exhibit 3.1.1 to
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994.
3.1.2 Certificate of Amendment to the Certificate of Incorporation filed
on June 2, 1994. Incorporated by reference to Exhibit 3.1.2 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1994.
3.1.3 Certificate of Designations, Preferences and Rights of the Class B
Preferred Stock (Series 1), filed November 30, 1994. Incorporated
by reference to Exhibit 3.1.3 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1994.
3.2 Bylaws of Registrant, as amended to date. Incorporated by reference
to Registrant's registration statement on Form S-1 (File No.
33-40153), Exhibit 3.2.
4.1.1 Amended and Restated Revolving Credit Agreement dated as of
February 13, 1998 among the Issuer, Saint Louis Bread Company,
Inc., ABP Midwest Manufacturing Co., Inc., BankBoston, N.A.,
USTrust and BankBoston N.A. as Agent.*
4.1.2 Amended and Restated Revolving Credit Note dated as of February 13,
1998 of the Issuer, Saint Louis Bread Company, Inc. and ABP Midwest
Manufacturing Co., Inc. in favor of BankBoston, N.A.*
4.1.3 Amended and Restated Revolving Credit Note dated as of February 13,
1998 of the Issuer, Saint Louis Bread Company, Inc. and ABP Midwest
Manufacturing Co., Inc. in favor of USTrust.*
4.2 Form of 4.75% Convertible Subordinated Note due 2001. Incorporated
by reference to Registrant's Form 8-K filed December 22, 1993,
Exhibit 4.
<PAGE>
4.3.1 Investment Agreement dated as of July 24, 1996 by and between Au
Bon Pain Co., Inc., Saint Louis Bread Company, Inc., ABP Midwest
Manufacturing Co., Inc., Allied Capital Corporation, Allied Capital
Corporation II, Capital Trust Investments, Ltd. Incorporated by
reference to Exhibit 4.3.1 of Registrant's Annual Report on Form
10-K for the year ended December 28, 1996.
4.3.2 Senior Subordinated Debenture dated as of July 24, 1996 in the
amount of $3,600,000 from Au Bon Pain Co., Inc., Saint Louis Bread
Company, Inc., and ABP Midwest Manufacturing Co., Inc. payable to
Allied Capital Corporation. Incorporated by reference to Exhibit
4.3.2 of Registrant's Annual Report on Form 10-K for the year ended
December 28, 1996.
4.3.3 Senior Subordinated Debenture dated as of July 24, 1996 in the
amount of $7,500,000 to Au Bon Pain Co., Inc., Saint Louis Bread
Company, Inc., and ABP Midwest Manufacturing Co., Inc. payable to
Capital Trust Investments, Ltd. Incorporated by reference to
Exhibit 4.3.3 of Registrant's Annual Report on Form 10-K for the
year ended December 28, 1996.
4.3.4 Senior Subordinated Debenture dated as of July 24, 1996 in the
amount of $3,900,000 from Au Bon Pain Co., Inc., Saint Louis Bread
Company, Inc., and ABP Midwest Manufacturing Co., Inc. payable to
Allied Capital Corporation II. Incorporated by reference to Exhibit
4.3.4 of Registrant's Annual Report on Form 10-K for the year ended
December 28, 1996.
10.1 Distribution Service Agreement between the Registrant and the SYGMA
Network, Inc., dated December 2, 1994. Incorporated by reference to
Exhibit 10.1.1 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994.
10.2 Lease from Economic Development and Industrial Corporation to the
Registrant, dated December 14, 1982, as amended August 1, 1984 and
July 1, 1985. Incorporated by reference to Registrant's
registration statement on Form S-1 (File No. 33-40153), Exhibit
10.8.
10.3.1 Registrant's Non-Qualified Stock Option Plan For Employees and
forms of option agreements thereunder. Incorporated by reference to
Registrant's registration statement on Form S-1 (File No.
33-40153), Exhibit 10.10.
10.3.2 Registrant's 1992 Equity Incentive Plan and form of non-qualified
option agreement thereunder. Incorporated by reference to
Registrant's registration statement on Form S-1 (File No.
33-40153), Exhibit 10.13.
<PAGE>
10.3.3 Registrant's 1992 Employee Stock Purchase Plan. Incorporated by
reference to the Registrant's Annual Report on Form 10-K for the
year ended December 30, 1995.
10.3.4 Registrant's Formula Stock Option Plan for Independent Directors
and form of option agreement thereunder, as amended. Incorporated
by reference to the Registrant's Annual Report on Form 10-K for the
year ended December 30, 1995.
10.4 Amended and Restated Coffee Supply Agreement by and among
Registrant and Peet's Companies, Inc., Peet's Coffee and Tea, Inc.,
and Peet's Trademark Company, dated as of the 26th day of October,
1994. Incorporated by reference to Exhibit 10.8 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1994.
10.5 Indenture of Trust dated as of July 1, 1995 by and between the
Industrial Development Authority of the City of Mexico, Missouri
and Mark Twain Bank, as Trustee. Incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended December
30, 1995.
10.5.1 Loan Agreement dated as of July 1, 1995 by and between the
Industrial Development Authority of the City of Mexico, Missouri
and ABP Midwest Manufacturing Co., Inc. Incorporated by reference
to the Registrant's Annual Report on Form 10-K for the year ended
December 30, 1995.
10.5.2 Promissory Note issued by ABP Midwest Manufacturing Co., Inc. in
the face amount of $8,741,370. Incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended December
30, 1995.
10.6.1 Employment Agreement between the Registrant and Richard Postle.
Incorporated by reference to the Registrant's Annual Report on Form
10-K for the year ended December 30, 1995.+
10.6.2 Employment Agreement between the Registrant and Robert Taft.
Incorporated by reference to the Registrant's Annual Report on Form
10-K for the year ended December 28, 1996.+
10.6.3 Employment Agreement between the Registrant and Maxwell Abbott.
Incorporated by reference to Exhibit 10.6.3 of the Registrant's
Annual Report on Form 10-K for the year ended December 28, 1996.+
10.6.4 Employment Letter between the Registrant and Samuel Yong.
Incorporated by reference to Exhibit 10.6.4 of the Registrant's
Annual Report on Form 10-K for the year ended December 28, 1996.+
<PAGE>
10.7.1 Form of Stock Purchase Warrant from Au Bon Pain Co., Inc. to Allied
Capital Corporation, Allied Capital Corporation II, and Capital
Trust Investments, Ltd. Incorporated by reference to Exhibit 10.7.1
of the Registrant's Annual Report on Form 10-K for the year ended
December 28, 1996.
10.7.2 Form of Contingent Stock Purchase Warrant from Au Bon Pain Co.,
Inc. to Allied Capital Corporation, Allied Capital Corporation II
and Capital Trust Investments, Ltd. Incorporated by reference to
Exhibit 10.7.2 of the Registrant's Annual Report on Form 10-K for
the year ended December 28, 1996.
10.7.3 Form of Stock Purchase Warrant from Au Bon Pain Co, Inc. to Princes
Gate Investors, L.P., Acorn Partnership I L.P., PG Investments
Limited, PGI Sweden AB and Gregor Von Open. Incorporated by
reference to Exhibit 10.7.3 of the Registrant's Annual Report on
Form 10-K for the year ended December 28, 1996.
10.7.4 Registration Rights Agreement dated as of July 24, 1996 among
Allied Capital Corporation, Allied Capital Corporation II, Capital
Trust Investments, Ltd., Princes Gate Investors, L.P., Acorn
Partnership I, L.P., PGI Investments Limited, PGI Sweden AB, Gregor
Von Open and Au Bon Pain Co., Inc., Incorporated by reference to
Exhibit 10.7.4 of the Registrant's Annual Report on Form 10-K for
the year ended December 28, 1996.
10.8.4 Form of Rights Agreement, dated as of October 21, 1996 between the
Registrant and State Street Bank and Trust Company. Incorporated by
reference to the Registrant's Registration Statement on Form 8-A
(File No. 000-19253).
10.9 Bakery Product Supply Agreement by and between Bunge Foods
Corporation and Saint Louis Bread Company, Inc. dated as of March
23, 1998.*
10.10 Bakery Product Supply Agreement by and between Bunge Foods
Corporation and Au Bon Pain Co., Inc. dated as of March 23, 1998.*
21 Registrant's Subsidiaries. Incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended December
28, 1996.
<PAGE>
23.1 Consent of Coopers & Lybrand L.L.P.**
27 Financial Data Schedule.*
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** The previously filed Consent of Coopers & Lybrand L.L.P. is hereby amended
and replaced by Exhibit 23.1 filed herewith.
* Previously filed.
+ Management contract or compensatory plan required to be filed as an exhibit
to this Form 10-K pursuant to Item 14(c).
(b) Reports on Form 8-K.
During the last quarter of the fiscal year covered by this report, the
Company filed no report on Form 8-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
AU BON PAIN CO., INC.
By: /s/ Louis I. Kane
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Louis I. Kane, Co-Chairman of the Board
Date: June 12, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this amendment has been duly signed by the following persons on behalf
of the registrant and in the capacities and on the date indicated:
/s/ Louis I. Kane /s/ Ronald M. Shaich
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Louis I. Kane, Co-Chairman of Ronald M. Shaich, Co-Chairman of the
the Board and Director Board, Chief Executive Officer, and
Director (principal executive officer)
/s/ Anthony J. Carroll
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Anthony J. Carroll, Chief Francis W. Hatch, Director
Financial Officer (principal
financial and accounting officer)
/s/ Henry J. Nasella
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George E. Kane, Director Henry J. Nasella, Director
/s/ James R. McManus
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James R. McManus, Director
All dated: June 12, 1998
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Exhibit Item Page
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<S> <C> <C>
2.1 Asset Purchase Agreement by and among Au Bon Pain Co., Inc., ABP
Midwest Manufacturing Co., Inc. and Bunge Foods Corporation dated
as of February 11, 1998; Amendment to Asset Purchase Agreement,
dated as of March 23, 1998.*
4.1.1 Amended and Restated Revolving Credit Agreement dated as of
February 13, 1998 among the Issuer, Saint Louis Bread Company,
Inc., ABP Midwest Manufacturing Co., Inc., BankBoston, N.A.,
USTrust and BankBoston N.A. as Agent.*
4.1.2 Amended and Restated Revolving Credit Note dated as of February 13,
1998 of the Issuer, Saint Louis Bread Company, Inc. and ABP Midwest
Manufacturing Co., Inc. in favor of BankBoston, N.A.*
4.1.3 Amended and Restated Revolving Credit Note dated as of February 13,
1998 of the Issuer, Saint Louis Bread Company, Inc. and ABP Midwest
Manufacturing Co., Inc. in favor of USTrust.*
10.9 Bakery Product Supply Agreement by and between Bunge Foods
Corporation and Saint Louis Bread Company, Inc. dated as of March
23, 1998.*
10.10 Bakery Product Supply Agreement by and between Bunge Foods
Corporation and Au Bon Pain Co., Inc. dated as of March 23, 1998.*
23.1 Consent of Coopers & Lybrand L.L.P.**
27 Financial Data Schedule.*
** The previously filed Consent of Coopers & Lybrand L.L.P. is hereby amended
and replaced by Exhibit 23.1 filed herewith.
* Previously filed.
</TABLE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
Au Bon Pain Co., Inc. on Form S-8 (File Nos. 33-46682, 33-46683, 33-96510 and
33-01668) and Form S-3 (File No. 33-82292) of our report dated February 13,
1998, except for Note 17 as to which the date is March 23, 1998, on our audits
of the consolidated financial statements and financial statement schedules of
Au Bon Pain Co., Inc. as of December 27, 1997 and December 28, 1996, and for
each of the three years in the period ended December 27, 1997, which report is
included in this Annual Report on Form 10-K.
/s/ COOPERS & LYBRAND, L.L.P.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 9, 1998
