<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
[ X ] Annual report pursuant to section 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended December 31, 1999.
OR
[ ] Transition report pursuant to section 15(d) of the Securities Exchange
Act of 1934
Commission file number 0-19867
A. Full title of the plan:
ESKIMO PIE CORPORATION SAVINGS PLAN
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ESKIMO PIE CORPORATION
901 MOOREFIELD PARK DRIVE
RICHMOND, VIRGINIA 23236
(804) 560-8400
<PAGE>
Financial Statements
and Supplemental Schedules
Eskimo Pie Corporation
Savings Plan
December 31, 1999 and 1998
and year ended December 31, 1999
with Report of Independent Auditors
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Eskimo Pie Corporation
Savings Plan
Financial Statements
and Supplemental Schedules
December 31, 1999 and 1998 and year ended December 31, 1999
Table of Contents
Report of Independent Auditors............................. 1
Financial Statements
Statements of Net Assets Available for Benefits............ 2
Statement of Changes in Net Assets Available for Benefits.. 3
Notes to Financial Statements.............................. 4
Supplemental Schedules
Schedule H, Line 4i-Schedule of Assets Held for
Investment Purposes at End of Year........................ 11
Schedule H, Line 4j-Schedule of Reportable Transactions.... 12
Signatures................................................. 13
Consent of Ernst & Young LLP............................... Exhibit 23
<PAGE>
Report of Independent Auditors
Plan Administrator
Eskimo Pie Corporation Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the Eskimo Pie Corporation Savings Plan as of December 31, 1999 and 1998, and
the related statement of changes in net assets available for benefits for the
year ended December 31, 1999. 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 auditing standards generally accepted
in the United States. 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 net assets available for benefits of the Plan at
December 31, 1999 and 1998, and the changes in its net assets available for
benefits for the year ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes at end of year as of December 31, 1999, and
reportable transactions for the year then ended, are presented for purposes of
additional analysis and are not a required part of the financial statements but
are supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of
the Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in our audits of the financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/ ERNST & YOUNG LLP
Richmond, Virginia
June 27, 2000
1
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Eskimo Pie Corporation
Savings Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31,
------------------------------------
1999 1998
------------------------------------
Assets
<S> <C> <C>
Investments, at fair value $4,111,851 $4,288,418
------------------------------------
Net assets available for benefits $4,111,851 $4,288,418
====================================
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
Eskimo Pie Corporation
Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1999
<TABLE>
<CAPTION>
Additions:
<S> <C>
Participant contributions $ 329,663
Employer contributions 108,650
Investment Income 7,838
----------
446,151
Deductions:
Withdrawals by participants (721,456)
----------
(721,456)
Net appreciation in fair value of investments 98,738
----------
Net decrease (176,567)
Net assets available for benefits at beginning of year 4,288,418
----------
Net assets available for benefits at end of year $4,111,851
==========
</TABLE>
See accompanying notes to financial statements.
3
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Eskimo Pie Corporation
Savings Plan
Notes to Financial Statements
Years ended December 31, 1999 and 1998
1. Description of Plan
The following description of the Eskimo Pie Corporation Savings Plan (the
"Plan") provides only general information. Participants should refer to the
Summary Plan Description for a more complete description of the Plan's
provisions.
General
The Plan is a contributory defined contribution plan covering substantially all
full time employees of Eskimo Pie Corporation (the Company and Plan Sponsor),
Eskimo, Inc. and Sugar Creek Foods, Inc. who have completed one year of service
and are age twenty-one or older. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Participating employees may contribute up to 12% of their compensation as
defined in the Plan. Participant contributions can be made either pretax or
after tax. Participants may also contribute amounts representing distributions
from other qualified defined benefit or defined contribution plans.
Participants elect the investment options in which their contributions are
invested. The Plan Sponsor matches 50% of the employees' contributions for the
first 6% of their compensation and may make additional contributions to the Plan
at the discretion of the Board of Directors. The match is invested in the
Company Stock Fund. Other Plan Sponsor contributions are invested as directed
by the participants. Forfeited balances of terminated participants' nonvested
accounts are used to reduce future Company contributions. Each participant's
account is credited with the participant's contribution, the Company's
contributions and a pro-rata share of investment earnings thereon based upon the
participant's elected options.
Vesting
Participants are immediately vested in their contributions and earnings thereon.
Participants are 100 percent vested in the remainder of their account after
three years of vesting service.
4
<PAGE>
Eskimo Pie Corporation
Savings Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Payment of Benefits
Upon termination of service, retirement, death or hardship as defined by the
Plan, a participant may receive a lump-sum amount equal to the vested value of
his or her account, subject to Plan limitations.
Loans to Participants
Participants may borrow from their accounts a minimum of $1,000 up to a maximum
of $50,000 or 50% of their vested account balance, in accordance with the
Department of Labor's regulations on loans to participants. Loans bear interest
at 1% over prime and must be repaid over a period not to exceed 5 years unless
used to purchase the participant's primary residence, in which case the loan
must be repaid over a period not to exceed 10 years.
Loans are secured by the participant's vested account balance. Loans are repaid
through payroll deduction including principal and interest. The principal
portion reduces the receivable from participants and both principal and interest
are transferred to the participant's investment options as repayments are
received.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of a Plan termination,
participants will become 100% vested in their accounts.
5
<PAGE>
Eskimo Pie Corporation
Savings Plan
Notes to Financial Statements (continued)
2. Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan have been prepared under the accrual method
of accounting.
Valuation of Investments
Except for participant loans, the Plan's investments are carried at fair value.
Investments in common trust funds, registered investment companies and common
stock, are reported at current unit value which is based on quoted market prices
on the last business day of the Plan year. Loans to participants are carried at
their outstanding balance, which approximates fair value. First Union National
Bank, custodian of the Plan, holds the Plan's investment assets and executes
transactions thereon.
Securities transactions are recorded as of the trade date. Interest is recorded
on the accrual basis. Dividends are recorded on the ex-dividend date.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
Administrative Expenses
Administrative expenses of the Plan are paid by the Plan Sponsor.
6
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Eskimo Pie Corporation
Savings Plan
Notes to Financial Statements (continued)
2. Significant Accounting Policies (continued)
Reclassification
Certain prior year amounts have been reclassified to conform to 1999
presentation.
3. Investments
Participants in the Plan have several investment options available to them with
respect to how their contributions are invested. A participant may direct their
contributions in 5% increments to any of the following fund options:
i.) The First Union Stable Group Trust Portfolio invests in government and
agency obligations, corporate bonds and insurance contracts.
ii.) The Evergreen Short-Intermediate Bond Fund invests in investment grade
debt securities.
iii.) The Fidelity Puritan Fund invests in bonds and U.S. and foreign common
and preferred stock.
iv.) The First Union Enhanced Stock Market Fund invests in common stocks and
futures contracts.
v.) The Fidelity Advisor Growth Opportunities Fund invests in a selection
of financial instruments, including common stocks and convertible
securities.
vi.) The Company Stock Fund invests in common stock of Eskimo Pie
Corporation.
Participants may change their investment options at any time.
7
<PAGE>
Eskimo Pie Corporation
Savings Plan
Notes to Financial Statements (continued)
3. Investments (continued)
At December 31, 1999 and 1998, the Plan's investments consisted of the
following:
<TABLE>
<CAPTION>
December 31,
1999 1998
-------------------------------
<S> <C> <C>
First Union Stable Group Trust Portfolio $ 447,883 $ 516,896
Fidelity Advisor Growth Opportunities Fund 1,342,977 1,330,238
Fidelity Puritan Fund 749,269 887,950
Evergreen Short-Intermediate Bond Fund 188,739 191,478
First Union Enhanced Stock Market Fund 1,050,137 905,463
Company Stock Fund * 251,585 376,684
Loans to Participants 81,261 79,709
-------------------------------
$4,111,851 $4,288,418
===============================
</TABLE>
*Non participant-directed
During 1999, the Plan's investments (including investments purchased, sold, as
well as held during the year) appreciated (depreciated) in fair value as
determined by quoted market prices as follows:
<TABLE>
<CAPTION>
Net Appreciation
(Depreciation)
in Fair Value
of Investments
-----------------
<S> <C>
Common Trust Funds $ 203,028
Registered Investment Companies 71,690
Common Stock (175,980)
-----------------
$ 98,738
=================
</TABLE>
8
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Eskimo Pie Corporation
Savings Plan
Notes to Financial Statements (continued)
4. Non-Participant-Directed Investments
Information about the net assets and the significant components of the changes
in net assets relating to the non-participant-directed investments is as
follows:
<TABLE>
<CAPTION>
December 31,
1999 1998
-----------------------------
Assets:
<S> <C> <C>
Investments, at fair value $251,585 $376,684
=============================
</TABLE>
<TABLE>
<CAPTION>
Year Ended
December 31,
1999
----------------------
Changes in net assets:
<S> <C>
Contributions $ 135,031
Withdrawals by participants (31,819)
Net depreciation (177,147)
Transfers to participant-directed investments (51,164)
----------------------
$(125,099)
======================
</TABLE>
5. Related Party Transactions
Certain plan assets are invested in funds sponsored by First Union National
Bank, custodian of the Plan, and in common stock of the plan sponsor.
Transactions involving these instruments are considered to be party-in-interest
transactions for which statutory exemption exists under the Department of Labor
Regulations.
9
<PAGE>
Eskimo Pie Corporation
Savings Plan
Notes to Financial Statements (continued)
6. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated January 27, 1994, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan Administrator
believes the Plan is being operated in compliance with the applicable
requirements of the Code and, therefore, believes that the Plan is qualified and
the related trust is tax exempt.
7. Subsequent Event
On May 4, 2000, the Plan Sponsor announced that it had entered into a definitive
agreement with CoolBrands International Corporation (CoolBrands). Under the
terms of the agreement, the Plan Sponsor will be merged with CoolBrands with
CoolBrands being the surviving corporation. The transaction is subject to
approval by the Plan Sponsor's shareholders and other customary conditions, and
is expected to be consummated prior to the end of calendar 2000. Following the
consummation of the transaction, the Plan Sponsor will become a wholly-owned
subsidiary of Cool Brands. The effect, if any, that this transaction may have
on the Plan is not determinable at this time.
10
<PAGE>
Supplemental Schedules
<PAGE>
Eskimo Pie Corporation
Savings Plan
Schedule H, Line 4i-Schedule of Assets Held for
Investment Purposes at End of Year
Employer Identification Number 54-0571720, Plan Number 001
December 31, 1999
<TABLE>
<CAPTION>
Description of
Investment, Including
Maturity Date, Rate of
Identity of Issue, Borrower, Interest, Par or Current
Lessor or Similar Party Maturity Value Cost Value
-----------------------------------------------------------------------------------------
Common Trust Funds:
<S> <C> <C> <C>
First Union Stable Group Trust 8,257 units ** $ 447,883
Portfolio*
First Union Enhanced Stock 12,219 units ** 1,050,137
Market Fund*
--------------
Total Common Trust Funds 1,498,020
Registered Investment Companies:
Evergreen Short-Intermediate 15,318 units ** 188,739
Bond Fund*
Fidelity Puritan Fund 23,801 units ** 749,269
Fidelity Advisor Growth 20,020 units ** 1,342,977
Opportunities Fund
--------------
Total Registered Investment 2,280,985
Companies
Common Stock:
Company Stock Fund* 35,577 units 362,081 251,585
Participant Loans:
Loans to participants* Interest rates range
from 8.25% to 10%;
maturity dates vary
with remaining terms of
1 to 10 years. - 81,261
--------------
Total investments $4,111,851
==============
</TABLE>
* Party-in-interest.
** Participant Directed Fund
11
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Eskimo Pie Corporation
Savings Plan
Schedule H, Line 4j-Schedule of Reportable Transactions
Employer Identification Number 54-0571720, Plan Number 001
Year ended December 31, 1999
<TABLE>
<CAPTION>
(b) Description of Asset (h) Current Value
(a) Identity of including interest rate (c) Purchase (d) Selling (g) Cost of of Asset on (i) Net
Party Involved and maturity in case of a loan Price Price Asset Transaction Date Gain/(Loss)
------------------------------------------------------------------------------------------------------------------------------------
Category (iii) Series of transactions in excess of 5% of plan assets
<S> <C> <C> <C> <C> <C> <C>
Eskimo Pie Corporation Company Stock Fund* $138,611 $ - $138,611 $138,611 $ -
Company Stock Fund* - 87,728 114,707 87,728 (26,979)
</TABLE>
There were no category (i), (ii), or (iv) reportable transactions during 1999.
Columns (e) and (f) have not been presented as this information is not
applicable.
*Party-in-interest
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
ESKIMO PIE CORPORATION
SAVINGS PLAN
DATE: June 27, 2000 /s/ Thomas M. Mishoe, Jr.
-----------------------------------------------
Thomas M. Mishoe, Jr.
Chief Financial Officer, Vice President, Secretary,
and Treasurer
Eskimo Pie Corporation
