<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
JOHN B. SANFILIPPO & SON, INC.
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(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.01
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(TITLE OF CLASS OF SECURITIES)
800422 10 7
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(CUSIP NUMBER)
TIMOTHY R. DONOVAN
JENNER & BLOCK
ONE IBM PLAZA
CHICAGO, IL 60611
(312) 222-9350
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS)
N/A
------------------------------------------------------
(DATE OF EVENT WHICH REQUIRE FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-(b)(3) or (4), check the following box []
<PAGE> 2
<TABLE>
<CAPTION>
SCHEDULE 13 D
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CUSIP No. 800422 10 7 Page 2 of 7 Pages
----------------
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<S> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jasper B. Sanfilippo
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) []
(b) []
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) []
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
=============================================================================================================================
7 SOLE VOTING POWER
NUMBER OF 1,554,776 (includes (a) 1,360,731 shares of
Class A Common Stock, $.01 par value per share,
SHARES held directly by Mr. Sanfilippo, (b) 163,045
shares of such Class A Common Shares of Common
BENEFICIALLY Stock held by Mr. Sanfilippo as trustee, and
(c) 31,000 shares of Common Stock held directly
OWNED BY by Mr. Sanfilippo. The Class A Common Stock
may be converted into an equal number of shares
EACH of Common Stock at any time either (i)
automatically upon occurrence of certain
REPORTING events, or (ii) upon the holder's election.)
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PERSON 8 SHARED VOTING POWER
0
WITH -----------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,554,776
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SHARED DISPOSITIVE POWER
10 0
=============================================================================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,554,776
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES []
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.1%
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14 TYPE OF REPORTING PERSON
IN
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 7
<PAGE> 3
This Amendment No. 5 to Schedule 13D (this "Amendment No. 5) is being
filed by Mr. Jasper B. Sanfilippo ("Mr. Sanfilippo"). This Amendment No. 5, as
more fully disclosed below, amends Mr. Sanfilippo's Amendment No. 4 to Schedule
13D ("Amendment No. 4") filed on September 13, 1996. This Amendment No. 5
relates to the Common Stock, par value $.01 per share (the "Common Stock") of
John B. Sanfilippo & Son, Inc. ("JBSS"), whose principal executive officers are
located at 2299 Busse Road, Elk Grove Village, Illinois 60007.
ITEM 1. SECURITY AND ISSUER
The information set forth under Item 1 on Mr. Sanfilippo's Amendment
No. 4 remains accurate as of the date hereof.
ITEM 2. IDENTITY AND BACKGROUND
The information set forth under Item 2 on Mr. Sanfilippo's Amendment
No. 4 remains accurate as of the date hereof.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The information set forth under Item 3 on Mr. Sanfilippo's Amendment
No. 4 remains accurate as of the date hereof.
ITEM 4. PURPOSE OF TRANSACTION
The information set forth under Item 4 of Mr. Sanfilippo's Amendment
No. 4 remains accurate as of the date hereof except as set forth below.
Paragraph (a)(iii) under Item 4 of Amendment No. 4 is deleted in its
entirety and the following paragraph is substituted in lieu thereof:
(iii) Mr. Sanfilippo and his wife renewed two separate loans with the
American National Bank and Trust Company ("ANB") on July 29, 1997
and July 30, 1997 (the "Loan Agreements"). Under the Loan
Agreements Mr. Sanfilippo pledged a total of 1,277,481 shares of
John B. Sanfilippo & Son, Inc. Class A Common Stock as
collateral. ANB is entitled, upon a default by Mr. Sanfilippo
under the Loan Agreements, to sell the shares of Class A Common
Stock pledged to it by Mr. Sanfilippo in order to satisfy Mr.
Sanfilippo's loan obligations.
In addition, Mr. Sanfilippo and his wife, Mrs. Sanfilippo entered
into a customer agreement with Donaldson, Lufkin & Jenrette
Securities Corporation ("DLJ") on or around December 11, 1992.
In connection with a joint margin account established at that
time by Mr. and Mrs. Sanfilippo, Mr. Sanfilippo has pledged
107,750 shares of Class A Common Stock to DLJ. DLJ is entitled,
upon default by Mr. Sanfilippo, under the customer agreement, to
sell the shares of pledged stock to satisfy Mr. Sanfilippo's
obligations.
Paragraph (d) under Item 4 of Amendment No. 4 is deleted in its
entirety and the following paragraph is substituted in lieu thereof:
(d) On August 1, 1996 Mr. Larry Ray resigned from the Board of
Directors (and as an officer) of JBSS in order to accept
employment with another company. At the 1997 annual meeting of
stockholders on April 30, 1997, Mr. Ray's vacant seat was filled
by Mr. Michael J. Valentine who was elected by a majority of
Class A Common Stockholders.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The information set forth under Item 5 on Mr. Sanfilippo's Amendment
No. 4 remains accurate as of the date hereof.
Page 3 of 7
<PAGE> 4
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The information set forth under Item 6 on Mr. Sanfilippo's Amendment
No. 4 remains accurate as of the date hereof except as set forth below:
Paragraph (b) under Item 6 of Amendment 4 is deleted in its entirety
and the following paragraph is substituted in lieu thereof:
(b) Mr. Sanfilippo is the trustee of five trusts. As the trustee
under these trusts Mr. Sanfilippo has the authority to vote, or
to direct the vote, and to dispose, or to direct the disposition
of the 163,045 shares of Class A Common Stock held in aggregate
by the trusts. The following table more specifically describes
each trust by identifying the name of the trust, the grantor and
the beneficiary of the trust (which, with respect to a particular
trust, are the same person), and the number of shares of Class A
Common Stock held by each trust. Mr. Sanfilippo is the father of
the beneficiary under each trust.
<TABLE>
<CAPTION>
Trust Grantor and Beneficiary Number of Shares
===============================================================================================
<S> <C> <C>
James J. Sanfilippo Trust
Agreement, dated September 26,
1991 James J. Sanfilippo 32,609
Jasper B. Sanfilippo Trust
Agreement, dated September 23,
1991 Jasper B. Sanfilippo 32,609
Lisa Ann Sanfilippo Trust
Agreement, dated October 4, Lisa Ann Evon
1991 (formerly Lisa Ann Sanfilippo) 32,609
Jeffrey T. Sanfilippo Trust
Agreement, dated October 7,
1991 Jeffrey T. Sanfilippo 32,609
John E. Sanfilippo Trust
Agreement, dated October 2,
1991 John E. Sanfilippo 32,609
</TABLE>
The beneficiary under each trust is paid the income of the trust, including
that derived from shares of Class A Common Stock, and so much of the principal
of the trust, including shares of Class A Common Stock, as Mr. Sanfilippo, as
trustee, determines to be required or advisable based on certain criteria. The
beneficiary under each trust has the right to receive the shares of JBSS held
in trust under certain circumstances as provided in the respective trust
agreements. Currently, the percentage of the shares of JBSS held in trust for
the respective beneficiaries does not exceed five percent of the total number
of outstanding shares of Common Stock.
Jasper B. Sanfilippo Jr., Lisa Ann Evon and Jeffrey T. Sanfilippo have
each pledged 32,609 shares of JBSS Class A Common Stock, as beneficiaries under
their trust agreements, to the Northern Trust Company to secure for each a
separate $400,000 secured revolving line of credit. The Northern Trust Company
is entitled, upon default by a beneficiary under the credit agreements to sell
the shares of Class A Common Stock pledged to it by the defaulting beneficiary
in order to satisfy the defaulting beneficiary's loan obligations.
In addition, James Sanfilippo and John Sanfilippo each pledged 32,609
shares of JBSS Class A Common Stock as beneficiaries under their trust
agreements to First Star Bank Illinois to secure personal and business loans
totaling in the aggregate $2,500,000. First Star Bank Illinois is entitled,
upon a default by John Sanfilippo or James Sanfilippo under the loan agreements
to sell the pledged shares of Class A Common Stock.
Paragraph (c) under Item 6 of Amendment 4 is deleted in its entirety and
the following paragraph is substituted in lieu thereof:
Page 4 of 7
<PAGE> 5
(c) On July 29, 1997 and July 30, 1997 Mr. Sanfilippo renewed loans of
$150,000 and $4,219,000.01 respectively from ANB. The initial
interest rate on each loan is 9%. Mr. Sanfilippo has a total of
1,277,481 shares of Class A Common Stock pledged under the two
loans which mature on July 29, 1998 and July 30, 1998,
respectively. The Class A Common Stock pledged as collateral
secures, pursuant to the terms of the Loan Agreements, prompt
payment and performance of all required actions by Mr. Sanfilippo.
All payments under each loan agreement are up to date and current.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(i) Promissory Note payable to American National Bank and Trust Company of
Chicago ("ANB"), dated July 29, 1997, made by Mr. Sanfilippo in the
principal face amount of $150,000.
(ii) Consumer Pledge and Security Agreement by and between ANB and Mr.
Sanfilippo dated July 30, 1997.
(iii) Installment Note payable to ANB made by Mr. Sanfilippo in the principal
face amount of $4,219,000 dated July 30, 1997.
Page 5 of 7
<PAGE> 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 23, 1997 /s/ Jasper B. Sanfilippo
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Date Jasper B. Sanfilippo
Page 6 of 7
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Document
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<S> <C>
1. Promissory Note payable to American National Bank and Trust Company of
Chicago ("ANB"), dated July 29, 1997, made by Mr. Sanfilippo in the
principal face amount of $150,000.
2. Consumer Pledge and Security Agreement by and between ANB and Mr.
Sanfilippo dated July 30, 1997.
3. Installment Note payable to ANB made by Mr. Sanfilippo in the principal
face amount of $4,219,000 dated July 30, 1997.
</TABLE>
Page 7 of 7
<PAGE> 1
[AMERICAN NATIONAL BANK LOGO]
Ex.1
PROMISSORY NOTE
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
Principal Loan Date Maturity Loan No Call Collateral Account Officer Initials
$150,000.00 07-29-1997 07-29-1998 19792
- --------------------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.
- --------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
BORROWER: JASPER B. SANFILIPPO (SSN: ###-##-####) Lender: AMERICAN NATIONAL BANK & TRUST CO. OF CHICAGO
MARIAN R. SANFILIPPO (SSN: ###-##-####) EXECUTIVE & PROFESSIONAL DIVISION
789 PLUM TREE ROAD 33 N. LASALLE STREET
BARRINGTON HILLS, IL 60010 CHICAGO, IL 60690
==========================================================================================================
Principal Amount: $150,000.00 Initial Rate: 9.000% Date of Note: July 29,1997
</TABLE>
PROMISE TO PAY. I PROMISE TO PAY TO AMERICAN NATIONAL BANK & TRUST CO. OF
CHICAGO ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE UNITED STATES OF AMERICA
THE PRINCIPAL AMOUNT OF ONE HUNDRED FIFTY THOUSAND & 00/100 DOLLARS
($150,000.00), TOGETHER WITH INTEREST ON THE UNPAID PRINCIPAL BALANCE FROM JULY
29, 1997 UNTIL PAID IN FULL.
PAYMENT. I WILL PAY THIS LOAN IN ONE PRINCIPAL PAYMENT OF $150,000.00 PLUS
INTEREST ON JULY 29, 1998. THIS PAYMENT DUE JULY 29, 1998 WILL BE FOR ALL
PRINCIPAL AND ACCRUED INTEREST NOT YET PAID. IN ADDITION I WILL PAY REGULAR
MONTHLY PAYMENTS OF ALL ACCRUED UNPAID INTEREST DUE AS OF EACH PAYMENT DATE,
BEGINNING AUGUST 31, 1997, WITH ALL SUBSEQUENT INTEREST PAYMENTS TO BE DUE ON
THE SAME DAY OF EACH MONTH AFTER THAT. I will pay Lender at Lender's address
shown above or at such other place as Lender may designate in writing.
Unless otherwise agreed or required by applicable law, payments will be
applied first to any unpaid collection costs and any late charges, then to
any unpaid interest, and any remaining amount to principal.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change
from time to time based on changes in an index which is the AMERICAN
NATIONAL BANK & TRUST COMPANY OF CHICAGO BASE RATE (the "Index"). The Index is
not necessarily the lowest rate charged by Lender on its loans and is set by
Lender in its sole discretion. If the Index becomes unavailable during the
term of this loan, Lender may designate a substitute index after notifying
me. Lender will tell me the current Index rate upon my request. I understand
that Lender may make loans based on other rates as well. The interest rate
change will not occur more often than each DAY. THE INDEX CURRENTLY IS
8.500% PER ANNUM. THE INTEREST RATE TO BE APPLIED TO THE UNPAID PRINCIPAL
BALANCE OF THIS NOTE WILL BE AT A RATE OF 0.500 PERCENTAGE POINTS OVER THE
INDEX, RESULTING IN AN INITIAL RATE OF 9.000% PER ANNUM. NOTICE: Under no
circumstances will the interest rate on this Note be more than the maximum
rate allowed by applicable law.
PREPAYMENT. I may pay without penalty all or a portion of the amount owed
earlier than it is due. Early payments will not, unless agreed to by Lender in
writing, relieve me of my obligation to continue to make payments under the
payment schedule. Rather, they will reduce the principal balance due.
LATE CHARGE. If a payment is 10 DAYS OR MORE LATE, I will be charged 5.000%
OF THE REGULARLY SCHEDULED PAYMENT OR $10.00, WHICHEVER IS GREATER.
DEFAULT. I will be in default if any of the following happens: (a) I fail to
make any payment when due. (b) I break any promise I have made to Lender, or I
fail to comply with or to perform when due any other term, obligation,
covenant, or condition contained in this Note or any agreement related to this
Note, or in any other agreement or loan I have with Lender. (c) Any
representation or statement made or furnished to Lender by me or on my behalf
is false or misleading in any material respect either now or at the time made
or furnished. (d) I die or become insolvent, a receiver is appointed for any
part of my property, I make an assignment for the benefit of creditors, or any
proceeding is commenced either by me or against me under any bankruptcy or
insolvency laws. (e) Any creditor tries to take any of my property on or in
which Lender has a lien or security interest. This includes a garnishment of
any of my accounts, including deposit accounts, with Lender. (f) Any of the
events described in this default section occurs with respect to any guarantor
of this Note. (g) Lender in good faith deems itself insecure.
LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, without
notice, and then I will pay that amount. Upon default including failure to
pay upon final maturity, Lender, at its option, may also, if permitted under
applicable law, increase the variable interest rate on this Note to 3.500
percentage points over the Index. The interest rate will not exceed the
maximum rate permitted by applicable law. Lender may hire or pay someone else
to help collect this Note if I do not pay. I also will pay Lender that
amount. This includes, subject to any limits under applicable law, Lender's
attorneys' fees and Lender's legal expenses whether or not there is a lawsuit,
including attorneys' fees and legal expenses for bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction),
appeals, and any anticipated post-judgment collection services. If not
prohibited by applicable law, I also will pay any court costs, in addition to
all other sums provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND
ACCEPTED BY LENDER IN THE STATE OF ILLINOIS. IF THERE IS A LAWSUIT, I AGREE
UPON LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF COOK
COUNTY, THE STATE OF ILLINOIS. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.
RIGHT OF SETOFF. I grant to Lender a contractual possessory security interest
in, and hereby assign, convey, deliver, pledge, and transfer to Lender all my
right, title and interest in and to, my accounts with Lender (whether checking,
savings, or some other account), including without limitation all accounts
held jointly with someone else and all accounts I may open in the future,
excluding however all IRA and Keogh accounts, and all trust accounts for
which the grant of a security interest would be prohibited by law. I
authorize Lender, to the extent permitted by applicable law, to charge or
setoff all sums owing on this Note against any and all such accounts.
GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. I and any other person who
signs guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment protest and notice of dishonor. Upon any
change in the terms of this Note, and unless otherwise expressly stated in
writing, no party who signs this Note, whether as maker, guarantor,
accommodation maker or endorser, shall be released from liability. All such
parties agree that Lender may renew or extend (repeatedly and for any length
of time) this loan, or release any party or guarantor or collateral; or
impair, fail to realize upon or perfect Lender's security interest in the
collateral. All such parties also agree that Lender may modify this loan
without the consent of or notice to anyone other than the party with whom
the modification is made. The obligations under this Note are joint and
several. This means that the words "I", "me", and my" mean each and all of the
persons signing below.
PRIOR TO SIGNING THIS NOTE, I, AND EACH OF US, READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. I,
AND EACH OF US, AGREE TO THE TERMS OF THE NOTE AND ACKNOWLEDGE RECEIPT OF A
COMPLETED COPY OF THE NOTE.
BORROWER:
x /s/ Jasper B. Sanfilippo x /s/ Marian R. Sanfilippo
----------------------------- ----------------------------
Jasper B. Sanfilippo Marian R. Sanfilippo
===============================================================================
<PAGE> 1
[AMERICAN NATIONAL BANK LOGO]
Ex.2
CONSUMER PLEDGE AND SECURITY AGREEMENT
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
Principal Loan Date Maturity Loan No Call Collateral Account Officer Initials
$4,219,000.01 07-30-1997 07-30-1998 19792
- --------------------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.
- --------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
BORROWER: JASPER B. SANFILIPPO (SSN: ###-##-####) LENDER: AMERICAN NATIONAL BANK & TRUST CO. OF CHICAGO
MARIAN R. SANFILIPPO (SSN: ###-##-####) EXECUTIVE & PROFESSIONAL DIVISION
789 PLUM TREE ROAD 33 N. LASALLE STREET
BARRINGTON HILLS, IL 60010 CHICAGO IL 60690
==========================================================================================================
</TABLE>
THIS CONSUMER PLEDGE AND SECURITY AGREEMENT IS ENTERED INTO BETWEEN JASPER
B. SANFILIPPO AND MARIAN R. SANFILIPPO (REFERRED TO BELOW AS "I"); AND AMERICAN
NATIONAL BANK & TRUST CO. OF CHICAGO (REFERRED TO BELOW AS "LENDER").
GRANT OF SECURITY INTEREST. TO SECURE THE INDEBTEDNESS DESCRIBED BELOW
(INCLUDING ALL OBLIGATIONS UNDER THE NOTE AND THIS AGREEMENT), I GRANT TO
LENDER A SECURITY INTEREST IN ALL OF THE PROPERTY DESCRIBED BELOW. I UNDERSTAND
THAT THE FOLLOWING STATEMENTS SET FORTH MY RESPONSIBILITIES AND LENDER'S RIGHTS
CONCERNING THE PROPERTY. I AGREE AS FOLLOWS:
DEFINITIONS. When the following words are used in this Agreement, I
understand they will have the following meanings:
AGREEMENT. The word "Agreement" means this Consumer Pledge and Security
Agreement, as this Consumer Pledge and Security Agreement may be amended or
modified from time to time, together with all exhibits and schedules
attached to this Consumer Pledge and Security Agreement from time to time.
I. The word "I" means Jasper B. Sanfilippo and Marian R. Sanfilippo.
Income. The word "Income" means all income, earnings and proceeds from
the Property, including all payments, interest, profits, rights, options,
dividends, stock dividends, increases, proceeds of any insurance on the
Property, shares of stock issued in exchange for shares included in the
Property, and all other property given in exchange or substitution for the
Property.
INDEBTEDNESS. The word "Indebtedness" means the indebtedness evidenced
by the Note described below, including all principal and interest, together
with all other amounts and costs and expenses for which I am responsible
under this Agreement or under any other agreement with Lender pertaining to
the loan.
LENDER. The word "Lender" means American National Bank & Trust Co. of
Chicago, its successors and assigns. The words "successors or assigns" mean
any person or company which acquires all or any part of Lender's interest
in the Note.
Note. The word "Note" means the promissory note or credit agreement
executed by me in the principal amount of $4,219,000.01 dated July 30,
1997, together with all renewals of, extensions of, modifications of,
refinancings of, consolidations of, and substitutions for the note or
credit agreement.
Obligor. The word "Obligor" means each and every person or company that is
obligated to pay money or to perform some other act under the Property,
such as the person who pays dividends on stock.
PROPERTY. THE WORD "PROPERTY" MEANS THE FOLLOWING SPECIFICALLY DESCRIBED
PROPERTY, WHICH I HAVE DELIVERED OR WILL DELIVER (OR WILL CAUSE TO BE
DELIVERED) IMMEDIATELY TO LENDER, TOGETHER WITH ALL INCOME AS DEFINED
ABOVE:
1277481.000 shares of John B. Sanfilippo & Son, Inc. Common Stock
RIGHT OF SETOFF. I grant to Lender a contractual possessory security interest
in, and hereby assign, convey, deliver, pledge and transfer to Lender, all my
right, title and interest in and to all my accounts with Lender (whether
checking, savings, or some other account). This includes all accounts I hold
jointly with someone else and all accounts I may open in the future. However,
this does not include any IRA or Keogh accounts, or any trust accounts for
which the grant of a security interest would be prohibited by law. I authorize
Lender, to the extent permitted by applicable law, to charge or setoff all
sums owing on the Indebtedness against any and all such accounts.
REPRESENTATIONS AND PROMISES WITH RESPECT TO THE PROPERTY. I represent and
promise to Lender that:
Ownership. I am the lawful owner of the Property. The Property is free of
all loans, liens, mortgages, and claims of others except for those I
have disclosed to Lender in writing, and which have been accepted by
Lender, prior to my signing of this Agreement.
RIGHT TO PLEDGE. I have the full right, power and authority to enter
into this Agreement and to grant a security interest in the Property to
Lender.
NO FURTHER TRANSFER. I have not and will not sell, transfer, mortgage,
or otherwise dispose of any of my rights in the Property except as allowed
in this Agreement.
No Defaults. There are no defaults existing under the Property, and
there are no offsets or counterclaims to the same. I will strictly and
promptly do everything required of me under all the terms, conditions,
promises, and agreements contained in or relating to the Property.
LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE PROPERTY. Lender may
hold the Property until all Indebtedness has been paid. Thereafter Lender
may deliver the Property to me or to any other owner of the Property. Lender
will have the following rights in addition to all other rights Lender
may have by law:
MAINTENANCE AND PROTECTION OF PROPERTY. Lender may do such things as it
thinks necessary or desirable to protect, maintain, insure, store, or care
for the Property, including paying of any liens or claims against the
Property. This may include such things as hiring other people, such as
attorneys, appraisers or other experts. Lender may charge me for any cost
incurred in so doing. When applicable law provides more than one method of
perfection of Lender's security interest, Lender may choose the method(s)
to be used. If the Property consists of stocks, bonds or other securities
for which no certificate has been issued, I agree, at lender's request,
either to request issuance of an appropriate certificate or to give
instructions on Lender's forms to the issuer, transfer agent, mutual fund
company, or broker, as the case may be, to record on its books or records
Lender's security interest in the Property.
INCOME FROM THE PROPERTY. Lender may receive all Income and add it to
the Property held by Lender under this Agreement. If I receive any Income
from the Property, and if Lender requires me to do so, I immediately will
advise Lender. If Lender requests, I will deliver the Income to Lender
immediately upon my receipt in the exact form received. Unless permitted
by Lender, I will not mix the Income with any of my accounts or
<PAGE> 2
PAGE 2
CONSUMER PLEDGE AND SECURITY AGREEMENT
(Continued)
===============================================================================
other property, and if required by Lender, I will deliver the Income
to Lender whether the Income is an addition to, in discharge of, in
substitution of, or in exchange for any of the Property.
APPLICATION OF CASH. Lender, at its option, may apply any cash
(whether included in the Property or received as Income or proceeds of a
sale of any of the Property) to the payment of part or all of the
Indebtedness, whether or not the Indebtedness is then due.
MODIFYING THE INDEBTEDNESS. Lender may (a) extend time for payment or
other performance, (b) grant a renewal or change, or (c) compromise or
release any obligation, with any one or more Borrowers, endorsers, or
guarantors of the Indebtedness, as Lender deems advisable, without
obtaining my prior written consent. No such act or failure to act will
affect Lender's rights against me or the Property.
ALL PROPERTY SECURES INDEBTEDNESS. All Property will be security for
the Indebtedness, whether the Property is located at one or more offices
or branches of Lender. This will be the case whether or not the office or
branch where I obtained my loan knows about the Property or relies upon
the Property as security.
COLLECTION OF PROPERTY. Lender at its option may, but need not, collect
the Income directly from the Obligors. I authorize and direct the
Obligors, if Lender decides to collect the Income, to pay and deliver to
Lender all Income from the Property and to accept Lender's receipt for the
payments.
POWER OF ATTORNEY. I appoint Lender as my attorney-in-fact, with full
power to act for me. This power of attorney will remain in effect until
all Indebtedness is paid in full. Lender, as my attorney-in-fact, may
among other things (a) demand, collect, receive, receipt for, sue and
recover all Income which may now or hereafter become due, owing or payable
from the Obligors in accordance with the terms of the Property; (b)
execute, sign and endorse any and all instruments, receipts, checks,
drafts and warrants issued as Income or in payment for the Property; (c)
settle or compromise any and all claims arising under the Property and, in
my place and name, execute and deliver its release and acquittance for me;
(d) file any claim or claims or take any action or institute or take part
in any proceedings, either in Lender's own name or in my name, or
otherwise, which in Lender's opinion may seem to be necessary or
advisable; and (e) execute in my name and deliver to the Obligors on my
behalf, at the time and in the manner specified by the Property, any
necessary instruments or documents.
LENDER'S EXPENDITURES. All expenditures made by Lender under this
Agreement will become a part of the Indebtedness secured by this Agreement.
All expenses incurred or paid by Lender for such purposes will then bear
interest at the rate charged under the Note from the date incurred or paid by
Lender to the date of repayment by me. All such expenses, at Lender's option,
will (a) be payable on demand, (b) be added to the balance of the Note and be
apportioned among and be payable with any installment payments to become due
during either (i) the term of any applicable insurance policy or (ii) the
remaining term of the Note, or (c) be treated as a balloon payment which will
be due and payable at the Note's maturity. This Agreement also will secure
payment of these amounts.
LIMITATIONS ON OBLIGATIONS OF LENDER. Lender will use ordinary reasonable care
in the physical preservation and custody of the Property in Lender's
possession, but will have no other obligation to protect the Property or its
value. Lender will not be responsible for (a) collecting or protecting any
Income from the Property; (b) preserving rights against parties to the
Property or against third persons; (c) ascertaining any maturities, calls,
conversions, exchanges, offers, tenders, or similar matters relating to any of
the Property; or (d) informing me about any of these matters, whether or not
Lender has or is deemed to have knowledge of such matters. Except as provided
above, Lender will have no responsibility or liability whatsoever for any
deterioration or decrease in the value of the Property.
DEFAULT. I WILL BE IN DEFAULT IF ANY OF THE FOLLOWING HAPPENS: (a) I fail to
make any payment when due on the Indebtedness. (b) I break any promise made to
Lender in this Agreement or in any other agreement or loan with Lender. (c) I
die, become insolvent, or file a petition in bankruptcy or similar
proceedings, or am adjudged bankrupt. (d) Any creditor or governmental agency
tries to take any of the Property. This includes the taking or garnishment of
any of my accounts with Lender. (e) Lender deems itself insecure. (f) Any of
the events described above in this default section happens to any guarantor of
any of the Indebtedness.
RIGHTS AND REMEDIES ON DEFAULT. If I am in default under this Agreement,
Lender may do any or all of the following:
ACCELERATE INDEBTEDNESS. Declare all Indebtedness immediately due and
payable, subject to any cure and notice provisions required by law,
without notice.
COLLECT THE PROPERTY. Collect any of the Property, and, at Lender's
option and to the extent permitted by applicable law; retain possession
of the Property while suing on the Indebtedness.
SELL THE PROPERTY. Sell the Property, at Lender's discretion, as a unit
or in parcels, at one or more public or private sales. Unless the Property
is perishable or threatens to decline speedily in value or is of a type
customarily sold on a recognized market, Lender will give or mail to me
notice at least ten (10) days in advance of the time and place of public
sale, or of the date after which private sale may be made. I agree that
any requirement of reasonable notice is satisfied if Lender mails notice
by ordinary mail addressed to me at the last address I have given Lender
in writing. If public sale is held, there will be sufficient compliance
with all requirements of notice to the public by a single publication in
any newspaper of general circulation in the county where the Property is
located. The notice will set forth the time and place of sale and a brief
description of the property to be sold. Lender may be a purchaser at any
public sale.
REGISTER SECURITIES. Register any securities included in the Property in
Lender's name and exercise any rights normally of an owner of securities.
SELL SECURITIES. Sell any securities included in the Property in a manner
consistent with applicable federal and state securities laws. If, because
of restrictions under such laws, Lender is unable, or believes it is
unable, to sell the securities in an open market transaction, I agree that
Lender will have no obligation to delay sale until the securities can be
registered. Then Lender may make a private sale to one or more persons or
to a restricted group of persons, even though such sale may result in a
price that is less favorable than might be obtained in an open market
transaction. Such a sale will be considered commercially reasonable. If
any securities held as Property are "restricted securities" as defined in
the Rules of the Securities and Exchange Commission (such as Regulation D
or Rule 144) or the rules of state securities departments under state
"Blue Sky" laws, or if I or any other owner of the Property is an
affiliate of the issuer of the securities, I agree that neither I, nor any
member of my family, nor any other person signing this Agreement will
sell or dispose of any securities of such issuer without obtaining
Lender's prior written consent.
TRANSFER TITLE. Transfer title to the Property upon the sale of all or
part of the Property. For this purpose, I irrevocably appoint Lender as my
attorney-in-fact to execute such endorsements, assignments and
instruments in my name as Lender in its judgment may think to be necessary
or reasonable.
OTHER RIGHTS AND REMEDIES. Exercise any or all of the rights and remedies
of a secured creditor under the provisions of the Uniform Commercial
Code, at law, in equity, or otherwise.
APPLICATION OF PROCEEDS. Apply any cash which is part of the Property or
Income or which is received from the collection or sale of the Property
as follows: (a) to reimbursement of Lender's expenses incurred in
connection with the collection and sale of the Property, such as Lender's
attorneys' fees and court costs, costs of securities registration or
commissions incurred in connection with a sale, and other costs of sale;
(b) to the payment of the Indebtedness; and (c) any excess funds to be
paid to me or to any other Borrower as our interests may appear. I
agree, to the extent permitted by law, to pay any deficiency remaining
after application of the proceeds of the Property to the Indebtedness.
Cumulative Remedies. All of Lender's rights and remedies will be
cumulative and may be exercised alone or together. An election by Lender
to
<PAGE> 3
CONSUMER PLEDGE AND SECURITY AGREEMENT PAGE 3
(Continued)
================================================================================
choose any one remedy will not bar Lender from using any other remedy. If
Lender decides to spend money or to perform any of my obligations under
this Agreement, after my failure to do so, that decision by Lender will not
affect Lender's right to declare me in default and to exercise its remedies.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:
AMENDMENTS AND INTERPRETATION. (a) What is written in this Agreement is my
entire agreement with Lender concerning the Property. This Agreement may not
be changed except by another written agreement between us. (b) If more than
one person signs below, our obligations are joint and several. This means
that the words "I," "me," and "my" mean each and every person or entity
signing this Agreement, and that, if Lender brings a lawsuit, Lender may
sue any one or more of us. (c) The names given to paragraphs or sections in
this Agreement are for convenience purposes only. They are not to be used
to interpret or define the provisions of this Agreement. (d) I agree that
this Agreement is the best evidence of my agreements with Lender. If a
court finds that any provision of this Agreement is not valid or should not
be enforced, that fact by itself will not mean that the rest of this
Agreement will not be valid or enforced. Therefore, a court will enforce
the rest of the provisions of this Agreement even if a provision of this
Agreement may be found to be invalid or unenforceable.
APPLICABLE LAW. THIS AGREEMENT HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY
LENDER IN THE STATE OF ILLINOIS. IF THERE IS A LAWSUIT, I AGREE UPON
LENDER'S REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF COOK
COUNTY, THE STATE OF ILLINOIS. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.
ATTORNEYS' FEES AND OTHER COSTS. If Lender hires or pays money to someone
else to help enforce this Agreement or to collect any Indebtedness, I will
pay that amount. This amount includes Lender's attorneys' fees and Lender's
legal expenses whether or not there is a lawsuit, including attorneys' fees
and legal expenses for bankruptcy proceedings (and including efforts to
modify or vacate any automatic stay or injunction), appeals, and any
anticipated post-judgment collection services. I will also pay court costs.
in addition to all other sums provided by law. This Agreement also secures
all of these amounts.
FINANCING STATEMENTS. At Lender's request, I will promptly sign all other
documents, such as financing statements and certificates of title, to
perfect, protect, and continue Lender's security interest in the Property.
This includes making sure Lender is shown as the first and only security
interest holder on the title covering the Property. I will pay all filing
fees, title transfer fees, and other fees and costs involved unless
prohibited by law or unless Lender is required by law to pay such fees and
costs. I irrevocably appoint Lender as my attorney-in-fact to execute
financing statements and documents of title in my name and to execute all
documents necessary to transfer title if there is a default. Lender may
file a copy of this Agreement as a financing statement. If I change my name
or obtain a new Social Security Number, or if the name or Social Security
Number of any person granting a security interest under this Agreement
changes, I will promptly notify the Lender of such change.
NOTICES. I understand that all notices when required to be given under this
Agreement, whether from Lender to me or from me to Lender, must be given in
writing. Notices may be sent by telefacsimile, and will not be effective
until actually delivered, or when deposited with a nationally recognized
overnight courier or when deposited in the United States mail, first class,
postage prepaid, addressed to the party to whom the notice is to be given
at the address shown above. Any person may change his or her address for
notices under this Agreement by giving formal written notice to the other
person or persons, specifying that the purpose of the notice is to change
the person's address. I agree that, to the extent permitted by law, if
there is more than one person signing this Agreement, Lender may give
notice to any one of us and that will be considered as giving notice to all
of us unless the law requires notice to all signers. It will be our
responsibility to tell the others of the notice from Lender. For this
purpose, I agree to keep Lender informed at all times of my current
address.
WAIVER. I understand Lender will not give up any of its rights under this
Agreement unless it does so in writing. The fact that Lender delays or
omits to exercise any right will not mean that Lender has given up that
right. If Lender does agree in writing to give up one of its rights, that
does not mean I will not have to comply with the other provisions of this
Agreement. I also understand that if Lender does consent to a request, that
does not mean that I will not have to get Lender's consent again if the
situation happens again. I further understand that just because Lender
consents to one or more of my requests, that does not mean Lender will be
required to consent to any of my future requests. I waive presentment,
demand for payment, protest, and notice of dishonor.
I HAVE READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS CONSUMER PLEDGE AND
SECURITY AGREEMENT AND AGREE TO ITS TERMS. THIS AGREEMENT IS DATED JULY 30,1997.
GRANTOR:
x /s/ Jasper B. Sanfilippo x /s/ Marian R. Sanfilippo
----------------------------- ------------------------------
Jasper B. Sanfilippo Marian R. Sanfilippo
================================================================================
<PAGE> 1
EX.3
[AMERICAN NATIONAL BANK LOGO]
PROMISSORY NOTE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Principal Loan Date Maturity Loan No Call Collateral Account Officer Initials
$4,219,000.01 07-30-1997 07-30-1998 19792
- --------------------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.
- --------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
BORROWER: JASPER B. SANFILIPPO (SSN: ###-##-####) LENDER: AMERICAN NATIONAL BANK & TRUST CO. OF CHICAGO
MARIAN R. SANFILIPPO (SSN: ###-##-####) EXECUTIVE & PROFESSIONAL DIVISION
789 PLUM TREE ROAD 33 N. LAsALLE STREET
BARRINGTON HILLS, IL 60010 CHICAGO, IL 60690
=========================================================================================================
PRINCIPAL AMOUNT: $4,219,000.01 INITIAL RATE: 9.000% DATE OF NOTE: JULY 30,1997
</TABLE>
PROMISE TO PAY. I PROMISE TO PAY TO AMERICAN NATIONAL BANK & TRUST CO. OF
CHICAGO ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE UNITED STATES OF
AMERICA, THE PRINCIPAL AMOUNT OF FOUR MILLION TWO HUNDRED NINETEEN
THOUSAND & 01/100 DOLLARS ($4,219,000.01), TOGETHER WITH INTEREST ON THE
UNPAID PRINCIPAL BALANCE FROM JULY 30, 1997, UNTIL PAID IN FULL. THE
INTEREST RATE WILL NOT INCREASE ABOVE 18.000%.
PAYMENT. SUBJECT TO ANY PAYMENT CHANGES RESULTING FROM CHANGES IN THE
INDEX, I WILL PAY THIS LOAN IN 3 PRINCIPAL PAYMENTS OF $152,500.00 EACH
AND ONE FINAL PRINCIPAL AND INTEREST PAYMENT OF $3,845,901.89. MY FIRST
PRINCIPAL PAYMENT IS DUE OCTOBER 30, 1997, AND ALL SUBSEQUENT PRINCIPAL
PAYMENTS ARE DUE ON THE SAME DAY OF EACH QUARTER AFTER THAT. IN ADDITION,
I WILL PAY REGULAR QUARTERLY PAYMENTS OF ALL ACCRUED UNPAID INTEREST DUE
AS OF EACH PAYMENT DATE. MY FIRST INTEREST PAYMENT IS DUE OCTOBER 30, 1997,
AND ALL SUBSEQUENT INTEREST PAYMENTS ARE DUE ON THE SAME DAY OF EACH
QUARTER AFTER THAT. MY FINAL PAYMENT DUE JULY 30, 1998, WILL BE FOR ALL
PRINCIPAL AND ACCRUED INTEREST NOT YET PAID. I will pay Lender at Lender's
address shown above or at such other place as Lender may designate in
writing. Unless otherwise agreed or required by applicable law, payments
will be applied first to any unpaid collection costs and any late charges,
then to any unpaid interest, and any remaining amount to principal.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to
change from time to time based on changes in an index which is the
AMERICAN NATIONAL BANK & TRUST COMPANY OF CHICAGO BASE RATE (the "Index").
The Index is not necessarily the lowest rate charged by Lender on its
loans and is set by Lender in its sole discretion. If the Index becomes
unavailable during the term of this loan, Lender may designate a
substitute index after notifying me. Lender will tell me the current Index
rate upon my request. I understand that Lender may make loans based on
other rates as well. The interest rate change will not occur more often
than each DAY. THE INDEX CURRENTLY IS 8.500% PER ANNUM. THE INTEREST RATE
TO BE APPLIED TO THE UNPAID PRINCIPAL BALANCE OF THIS NOTE WILL BE AT A
RATE OF 0.500 PERCENTAGE POINTS OVER THE INDEX, ADJUSTED IF NECESSARY FOR
THE MAXIMUM RATE LIMITATION DESCRIBED BELOW, RESULTING IN AN INITIAL RATE
OF 9.000% PER ANNUM. NOTWITHSTANDING ANY OTHER PROVISION OF THIS NOTE, THE
VARIABLE INTEREST RATE OR RATES PROVIDED FOR IN THIS NOTE WILL BE SUBJECT
TO THE FOLLOWING MAXIMUM RATE. NOTICE: Under no circumstances will the
interest rate on this Note be more than (except for any higher default
rate shown below) the lesser of 18.000% per annum or the maximum rate
allowed by applicable law.
PREPAYMENT. I may pay without penalty all or a portion of the amount owed
earlier than it is due. Early payments will not, unless agreed to by
Lender in writing, relieve me of my obligation to continue to make
payments under the payment schedule. Rather, they will reduce the
principal balance due and may result in me making fewer payments.
LATE CHARGE. If a payment is 10 DAYS OR MORE LATE, I WILL BE CHARGED
5.000% OF THE REGULARLY SCHEDULED PAYMENT OR $10.00, WHICHEVER IS GREATER.
DEFAULT. I will be in default if any of the following happens: (a) I fail
to make any payment when due. (b) I break any promise I have made to
Lender, or I fail to comply with or to perform when due any other term,
obligation, covenant, or condition contained in this Note or any agreement
related to this Note, or in any other agreement or loan I have with
Lender. (c) Any representation or statement made or furnished to Lender
by me or on my behalf is false or misleading in any material respect
either now or at the time made or furnished. (d) I die or become
insolvent, a receiver is appointed for any part of my property, I make an
assignment for the benefit of creditors, or any proceeding is commenced
either by me or against me under any bankruptcy or insolvency laws. (e)
Any creditor tries to take any of my property on or in which Lender has a
lien or security interest. This includes a garnishment of any of my
accounts, including deposit accounts, with Lender. (f) Any of the events
described in this default section occurs with respect to any guarantor of
this Note. (g) Lender in good faith deems itself insecure.
LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid
principal balance on this Note and all accrued unpaid interest
immediately due, without notice, and then I will pay that amount. Upon
default, including failure to pay upon final maturity, Lender, at its
option, may also, if permitted under applicable law, increase the variable
interest rate on this Note to 3.500 percentage points over the Index. The
interest rate will not exceed the maximum rate permitted by applicable
law. Lender may hire or pay someone else to help collect this Note if I
do not pay. I also will pay Lender that amount. This includes, subject to
any limits under applicable law, Lender's attorneys' fees and Lender's legal
expenses whether or not there is a lawsuit, including attorneys' fees and
legal expenses for bankruptcy proceedings (including efforts to modify or
vacate any automatic stay or injunction), appeals, and any anticipated
post-judgment collection services. If not prohibited by applicable law, I
also will pay any court costs, in addition to all other sums provided by
law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER IN THE
STATE OF ILLINOIS. IF THERE IS A LAWSUIT, I AGREE UPON LENDER'S REQUEST
TO SUBMIT TO THE JURISDICTION OF THE COURTS OF COOK COUNTY, THE STATE OF
ILLINOIS. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF ILLINOIS.
RIGHT OF SETOFF. I grant to Lender a contractual possessory security
interest in, and hereby assign, convey, deliver, pledge, and transfer to
Lender all my right, title and interest in and to, my accounts with Lender
(whether checking, savings, or some other account), including without
limitation all accounts held jointly with someone else and all accounts I
may open in the future, excluding however all IRA and Keogh accounts, and
all trust accounts for which the grant of a security interest would be
prohibited by law. I authorize Lender, to the extent permitted by
applicable law, to charge or setoff all sums owing on this Note against
any and all such accounts.
COLLATERAL. This Note is secured by 1,277,481 shares of John B.
Sanfilippo & Son, Inc. Common Stock held in American National Bank
Safekeeping Account #480656.
GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights
or remedies under this Note without losing them. I and any other person
who signs, guarantees or endorses this Note, to the extent allowed by
law, waive presentment, demand for payment, protest and notice of
dishonor. Upon any change in the terms of this Note, and unless otherwise
expressly stated in writing, no party who signs this Note, whether as
maker, guarantor, accommodation maker or endorser, shall be released from
liability. All such parties agree that Lender may renew or extend
(repeatedly and for any length of time) this loan, or release any party or
guarantor or collateral; or impair, fail to realize upon or perfect Lender's
security interest in the collateral. All such parties also agree that Lender
may modify this loan without the consent of or notice to anyone other than
the party with whom the modification is made. The obligations under this
Note are joint and several. This means that the words "I", "me", and
"my", mean each and all of the persons signing below.
PRIOR TO SIGNING THIS NOTE, I, AND EACH OF US, READ AND UNDERSTOOD ALL
THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE
PROVISIONS. I, AND EACH OF US, AGREE TO THE TERMS OF THE NOTE AND
ACKNOWLEDGE RECEIPT OF A COMPLETED COPY OF THE NOTE.
BORROWER:
x /s/ Jasper B. Sanfilippo x /s/ Marian R. Sanfilippo
------------------------- ---------------------------
Jasper B. Sanfilippo Marian R. Sanfilippo
================================================================================
