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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
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(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number 0-19867
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ESKIMO PIE CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-0571720
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
901 Moorefield Park Drive
Richmond, VA 23236
(Address of principal executive offices, including zip code)
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Registrant's phone number, including area code:
(804) 560-8400
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Securities registered pursuant to section 12(g) of the Act:
ESKIMO PIE CORPORATION COMMON STOCK, $1.00 par value,
and Preferred Stock Purchase Rights
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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]
There were 3,479,964 shares of the Registrant's Common Stock outstanding
on March 20, 2000. The aggregate market value held by non-affiliates on March
20, 2000 was approximately $29 million.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information in the Registrant's Proxy Statement for the Annual
Meeting to be held on May 3, 2000 is incorporated by reference into Part III
herein.
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<PAGE>
INDEX
Item 8. Financial Statements and Supplementary Data
Footnote H - Other Information (as amended to properly reflect
the Company's commitment with respect to payments to be made
upon a change in control of $1.8 million versus $700,000
previously reported). ............................................1
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K
Exhibit 23
Exhibit 24
<PAGE>
NOTE H - OTHER INFORMATION
The Company is subject to litigation incidental to the conduct of its
business, the disposition of which is not expected to have a significant effect
on the Company's financial condition or operations. The Company is also subject
to government agency regulations relating to food products, environmental
matters and other aspects of its business. The Company is involved in
environmental testing activities resulting from past operations. The Company has
recorded amounts which, in management's best estimate, will be sufficient to
satisfy the anticipated cost of such activities.
In September 1999, the Company's Board of Directors approved a plan
which would provide certain lump sum payments to key employees if a change in
control of the Company occurred prior to December 31, 2000. Assuming all
employees covered remain employed through a change in control, these payments
would total approximately $1.8 million. In addition, the plan also provides for
certain lump sum payments as well as continued medical and healthcare benefits
to employees who are terminated subsequent to a change in control of the
Company.
In 1991, the Company sold, at its cost, approximately $1,000,000 of
machinery and equipment purchased for resale. As a result of the sale, the
Company received a ten year note, payable annually, from its customer. The long
term portion of the note receivable amounts to approximately $140,000 at
December 31, 1999 ($275,000 in 1998), which is included in other assets, and is
net of an unamortized discount of approximately $30,000 ($58,000 in 1998). The
note bears imputed interest at approximately 10% and is collateralized by the
machinery and equipment. Based upon prevailing interest rates, and after
consideration of credit risk, the carrying value is a fair approximation of
market value.
During the fourth quarter of 1998, the Company entered into negotiations
and reached a settlement of terms relating to past due rental income owed to the
Company in connection with ice cream making equipment leased to one of the
Company's licensee customers. The Company had previously received rental income
based on the "units of production" manufactured on the equipment since 1992 but
at amounts less than that required to fully amortize the Company's original
investment. The customer acknowledged its past due obligation and agreed to pay
$600,000 to bring the lease current at December 31, 1998. As collectibility of
the lease payments was not reasonably predictable, no contingent rent had been
previously recorded and the $600,000 recovery was recognized in the fourth
quarter 1998 as a reduction of cost of goods sold (consistent with the previous
rent received on this equipment). In January 1999, the Company sold the leased
equipment to the licensee customer at the Company's net carrying value of
approximately $400,000 which, management believes, approximated the fair market
value.
1
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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 report to be signed on its
behalf by the undersigned, thereunto duly authorized, as of the 28th day of
March, 2000.
ESKIMO PIE CORPORATION
/s/ David B. Kewer
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David B. Kewer
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 as of the 28th day of March 2000.
<TABLE>
Signature Title
<S> <C>
/s/ David B. Kewer President and
- --------------------------------- Chief Executive Officer
David B. Kewer (Principal Executive Officer)
/s/ Thomas M. Mishoe, Jr. Chief Financial Officer,
- --------------------------------- Vice President, Treasurer
Thomas M. Mishoe, Jr. and Corporate Secretary
(Principal Financial and Accounting Officer)
/s/ Kathryn L. Tyler Controller
- ---------------------------------
Kathryn L. Tyler
*/s/ Arnold H. Dreyfuss Chairman of the Board
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Arnold H. Dreyfuss
*/s/ Wilson H. Flohr, Jr. Director
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Wilson H. Flohr, Jr.
*/s/ F. Claiborne Johnston, Jr. Director
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F. Claiborne Johnston, Jr.
*/s/ Daniel J. Ludeman Director
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Daniel J. Ludeman
*/s/ Judith B. McBee Director
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Judith B. McBee
*/s/ Robert C. Sledd Director
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Robert C. Sledd
*By /s/ David B. Kewer
- ---------------------------------
David B. Kewer
Attorney-in-fact
</TABLE>
Exhibit 23
Consent of Independent Auditors, Ernst & Young LLP
We consent to the incorporation by reference in (a) the Registration Statement
(Form S-8 No. 33-58576) pertaining to the 1992 Incentive Stock Plan of Eskimo
Pie Corporation and (b) the Registration Statement (Form S-8 No. 333-24893)
pertaining to the Eskimo Pie Corporation 1996 Incentive Stock Plan, the Eskimo
Pie Corporation Savings Plan and the Eskimo Pie Corporation Employee Stock
Purchase Plan of our report dated March 2, 2000, with respect to the
consolidated financial statements, as amended, of Eskimo Pie Corporation
included in this Form 10-K/A for the year ended December 31, 1999.
/s/ ERNST & YOUNG LLP
Richmond, Virginia
March 21, 2000
Exhibit 24
POWER OF ATTORNEY
I, Robert C. Sledd, do hereby constitute and appoint David B. Kewer
and Thomas M. Mishoe, Jr., my true and lawful attorneys-in-fact, any of whom
acting singly is hereby authorized for me and in my name and on my behalf as a
director and/or officer of Eskimo Pie Corporation (the "Company"), to act and to
execute any and all instruments as such attorneys or attorney deems necessary or
advisable to enable the Company to comply with the Securities Exchange Act of
1934, and any rules, regulations, policies or requirements of the Securities and
Exchange Commission (the "Commission") in respect thereof, in connection with
the preparation and filing with the Commission of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999, and any and all
amendments to such Report, together with such other supplements, statements,
instruments and documents as such attorneys or attorney deem necessary or
appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 27th day of January, 2000.
/s/ Robert C. Sledd
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Robert C. Sledd
<PAGE>
POWER OF ATTORNEY
I, Judith B. McBee, do hereby constitute and appoint David B. Kewer
and Thomas M. Mishoe, Jr., my true and lawful attorneys-in-fact, any of whom
acting singly is hereby authorized for me and in my name and on my behalf as a
director and/or officer of Eskimo Pie Corporation (the "Company"), to act and to
execute any and all instruments as such attorneys or attorney deems necessary or
advisable to enable the Company to comply with the Securities Exchange Act of
1934, and any rules, regulations, policies or requirements of the Securities and
Exchange Commission (the "Commission") in respect thereof, in connection with
the preparation and filing with the Commission of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999, and any and all
amendments to such Report, together with such other supplements, statements,
instruments and documents as such attorneys or attorney deem necessary or
appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 3rd day of February, 2000.
/s/ Judith B. McBee
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Judith B. McBee
<PAGE>
POWER OF ATTORNEY
I, F. Claiborne Johnston, Jr., do hereby constitute and appoint
David B. Kewer and Thomas M. Mishoe, Jr., my true and lawful attorneys-in-fact,
any of whom acting singly is hereby authorized for me and in my name and on my
behalf as a director and/or officer of Eskimo Pie Corporation (the "Company"),
to act and to execute any and all instruments as such attorneys or attorney
deems necessary or advisable to enable the Company to comply with the Securities
Exchange Act of 1934, and any rules, regulations, policies or requirements of
the Securities and Exchange Commission (the "Commission") in respect thereof, in
connection with the preparation and filing with the Commission of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1999, and any
and all amendments to such Report, together with such other supplements,
statements, instruments and documents as such attorneys or attorney deem
necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 25th day of January, 2000.
/s/ F. Claiborne Johnston, Jr.
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F. Claiborne Johnston, Jr.
<PAGE>
POWER OF ATTORNEY
I, Wilson H. Flohr, Jr., do hereby constitute and appoint David B.
Kewer and Thomas M. Mishoe, Jr., my true and lawful attorneys-in-fact, any of
whom acting singly is hereby authorized for me and in my name and on my behalf
as a director and/or officer of Eskimo Pie Corporation (the "Company"), to act
and to execute any and all instruments as such attorneys or attorney deems
necessary or advisable to enable the Company to comply with the Securities
Exchange Act of 1934, and any rules, regulations, policies or requirements of
the Securities and Exchange Commission (the "Commission") in respect thereof, in
connection with the preparation and filing with the Commission of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1999, and any
and all amendments to such Report, together with such other supplements,
statements, instruments and documents as such attorneys or attorney deem
necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 8th day of February, 2000.
/s/ Wilson H. Flohr, Jr.
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Wilson H. Flohr, Jr.
<PAGE>
POWER OF ATTORNEY
I, Daniel J. Ludeman, do hereby constitute and appoint David B.
Kewer and Thomas M. Mishoe, Jr., my true and lawful attorneys-in-fact, any of
whom acting singly is hereby authorized for me and in my name and on my behalf
as a director and/or officer of Eskimo Pie Corporation (the "Company"), to act
and to execute any and all instruments as such attorneys or attorney deems
necessary or advisable to enable the Company to comply with the Securities
Exchange Act of 1934, and any rules, regulations, policies or requirements of
the Securities and Exchange Commission (the "Commission") in respect thereof, in
connection with the preparation and filing with the Commission of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1999, and any
and all amendments to such Report, together with such other supplements,
statements, instruments and documents as such attorneys or attorney deem
necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 14th day of February, 2000.
/s/ Daniel J. Ludeman
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Daniel J. Ludeman
<PAGE>
POWER OF ATTORNEY
I, Arnold H. Dreyfuss, do hereby constitute and appoint David B.
Kewer and Thomas M. Mishoe, Jr., my true and lawful attorneys-in-fact, any of
whom acting singly is hereby authorized for me and in my name and on my behalf
as a director and/or officer of Eskimo Pie Corporation (the "Company"), to act
and to execute any and all instruments as such attorneys or attorney deems
necessary or advisable to enable the Company to comply with the Securities
Exchange Act of 1934, and any rules, regulations, policies or requirements of
the Securities and Exchange Commission (the "Commission") in respect thereof, in
connection with the preparation and filing with the Commission of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1999, and any
and all amendments to such Report, together with such other supplements,
statements, instruments and documents as such attorneys or attorney deem
necessary or appropriate.
I do hereby ratify and confirm all my said attorneys or attorney
shall do or cause to be done by the virtue hereof.
WITNESS the execution hereof this 25th day of January, 2000.
/s/ Arnold H. Dreyfuss
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Arnold H. Dreyfuss
