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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 21, 1997
JOHN B. SANFILIPPO & SON, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-19681 36-2419677
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2299 Busse Road, Elk Grove Village, Illinois 60007
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(Address of Principal Executive Offices) (Zip Code)
(847) 593-2300
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(Registrant's Telephone Number, including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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John B. Sanfilippo & Son,, Inc. (the "Registrant") submits the following
information:
ITEM 8. CHANGE IN FISCAL YEAR
John B. Sanfilippo & Son, Inc. (the "Registrant") determined,
effective as of May 21, 1997, to change its fiscal year from that used
in its most recent filing with the Securities and Exchange Commission
(the "Commission"). The fiscal year used by the Registrant in its most
recent filing with the Commission ends on December 31 of each year, with
the first three quarterly periods consisting of 13 weeks each and ending
on the last Thursday of each such period and the fourth fiscal quarter
(and year) ending on December 31 of each year. The Registrant's new fiscal
year will end on the last Thursday of each June and will consist of four
13 week quarters, with each of the first three quarters ending on the last
Thursday of each quarter and the fourth quarter (and year) ending on the
last Thursday in June. The Registrant will file an Annual Report on Form
10-K to cover the transition period that began on January 1, 1997 and will
end on June 26, 1997.
The Registrant's determination to change its fiscal year was made
pursuant to authority granted by its Board of Directors at the Board's
annual meeting on April 30, 1997. The grant of that authority, however,
was expressly subject to, and was only to become effective upon, receipt
by the Registrant of all necessary and required approvals for the change
in fiscal year from the Registrant's lenders. The Registrant received
the last of all such lender approvals as of May 21, 1997. The amendments
to the Registrant's financing agreements necessitated by the fiscal year
change are included as Exhibits to this report.
SIGNATURE
Pursuant to the requirements 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.
JOHN B. SANFILIPPO & SON, INC.
Date: June 4, 1997 By: /s/ Gary P. Jensen
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Executive Vice President of Finance
and Chief Financial Officer
JOHN B. SANFILIPPO & SON, INC.
EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
Exhibit Number Description and Page Total Pages
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(1) None
(2) None
(4) Amendment to the Second Amended and
Restated Note Agreement dated May 21,
1997 by and between the Registrant and
The Prudential Insurance Company of America. 3
(4) Amendment to the Note Purchase Agreement
dated May 19, 1997 by and between the
Registrant and Teachers Insurance and
Annuity Association of America. 1
(16) None
(17) None
(20) None
(23) None
(24) None
(27) None
(99) Amendment No. 5 to Credit 6
Agreement dated June 2, 1997
by and among the Registrant,
Bank of America Illinois, The
Northern Trust Company and
National City Bank.
May 21, 1997
The Prudential Insurance Company
of America
c/o Prudential Capital Group
Two Prudential Plaza
Suite 5600
Chicago, IL 60601
Re: Second Amended and Restated Note Agreement
Gentlemen:
Reference is made to that certain Second Amended and
Restated Note Agreement by and among John B. Sanfilippo and
Son, Inc. (the "Company"), Prudential Insurance Company of
America ("Prudential") and the Purchasers (as defined
therein), as amended and supplemented from time to time
(hereinafter collectively referred to as the "Note
Agreement").
The Company has advised Prudential and the Purchasers
that it desires to change its fiscal year for accounting
purposes to a fiscal year ending on the last Thursday of
June for fiscal years commencing on or after January 1, 1997
and to amend certain provisions of the Note Agreement to
reflect such change in the Company's fiscal year.
Accordingly, this will confirm the mutual understanding
and agreement the parties to amend the Note Agreement as
follows:
1. The Definition of "Fiscal Quarter" appearing in
Section 10B of the Note Agreement is hereby amended
in its entirety to read as follows:
"Fiscal Quarter" means any quarterly fiscal
accounting period of the Company and its
Subsidiaries within a Fiscal Year consisting of
periods of five, four, and four weeks
respectively.
2. The definition of Fiscal Year appearing in Section
10B of the Note Agreement is hereby amended in its
entirety to read as follows:
"Fiscal Year" means any fiscal accounting period
of the Company and its Subsidiaries consisting of
four quarterly accounting periods of five, four,
and four weeks respectively ending on December 31,
of each year for Fiscal Years commencing prior to
January 1, 1997 and on the last Thursday of June
for Fiscal Years commencing on or after January 1,
1997; references to a Fiscal Year with a number
corresponding to any calendar year for Fiscal
Years commencing on or after January 1997 (e.g.,
the "1997 Fiscal Year") refer to the Fiscal Year
ending on the date which is the last Thursday of
June occurring during such calendar year."
This will further confirm that pursuant to Section 6I
of the Note Agreement, the Required Holders consent to the
change in the Company's Fiscal Year end.
Except as amended hereby, the Note Agreement shall
remain unchanged and in full force and effect.
In order to confirm your agreement with the foregoing,
please execute the acknowledgment in the place indicated
below.
Very truly yours,
JOHN B. SANFILIPPO & SON, INC.
By: /s/ Gary P. Jensen
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Title: Executive Vice President,
Finance and Chief Financial
Officer
Acknowledged and agreed to: THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA
By: /s/ Mark Hoffmeister
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Title: Vice President
Dated: May 21, 1997
The undersigned acknowledge receipt of a copy of the
foregoing Amendment to Second Amended and Restated Note
Agreement, consent to the terms thereof, and ratify and
confirm their Guaranties in favor of Prudential and the
Purchasers, and all documents, instruments, and agreements
executed in connection therewith.
QUANTZ ACQUISITION CO., INC.
By: /s/ Michael J. Valentine
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Title: Assistant Secretary_
SUNSHINE NUT CO.
By: /s/ Mathias A. Valentine
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Title: Vice President
May 19, 1997
Teachers Insurance and Annuity Association
of America
730 Third Avenue
New York, NY 10017
Re: Amendment to Note Purchase Agreement
Gentlemen:
Reference is made to that certain Note Purchase
Agreement dated as of August 30, 1995, as amended and
supplemented from time to time (the "Note Agreement" by and
among John B. Sanfilippo & Son, Inc. (the "Company") and
Teachers Insurance and Annuity Association of America
("Teachers").
The Company has advised Teachers that it desires to
change its fiscal year for accounting purposes to a fiscal
year ending on the last Thursday of June for fiscal years
commencing on and after January 1, 1997, and to amend the
Note Agreement to reflect such change in the Company's
fiscal year.
Accordingly, this will confirm the mutual understanding
and agreement of the parties that for fiscal years
commencing on and after January 1, 1997, the Company's
fiscal year end shall be the last Thursday of June of each
such year which change in fiscal year is hereby consented to
by Teachers.
Except as amended hereby, the Note Agreement shall
remain unchanged and in full force and effect. In order to
confirm your agreement with the foregoing, please execute
the acknowledgement in the place indicated below.
Very truly yours,
JOHN B. SANFILIPPO & SON, INC.
By: /s/ Gary P. Jensen
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Title: Executive Vice President,
Finance and Chief Financial
Officer
Acknowledged and agreed to: TEACHERS INSURANCE AND
ANNUITY ASSOCIATION OF AMERICA
By: /s/ Nancy F. Heller
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Title: Managing Director
AMENDMENT NO. 5 TO CREDIT AGREEMENT
This Amendment No. 5 is dated as of May 16, 1997 by and
among John B. Sanfilippo & Son, Inc. (the "Borrower"), the
Lenders parties hereto and Bank of America Illinois, as
Agent for the Lenders ("Amendment No. 5").
W I T N E S S E T H;
WHEREAS, the Borrower, the Lenders and the Agent are
parties to that certain Credit Agreement dated as of March
27, 1996, as amended by that certain Amendment No. 1 and
Waiver to Credit Agreement dated as of August 1, 1996, that
certain Amendment No. 2 and Waiver to Credit Agreement dated
as of October 30, 1996, that certain Amendment No. 3 to
Credit Agreement dated as of January 24, 1997 and that
certain Amendment No. 4 to Credit Agreement dated as of
April 25, 1997 (the "Agreement");
WHEREAS, the Borrower wishes to change its fiscal year
for accounting purposes;
WHEREAS, the Borrower and the Lenders desire to amend
the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises herein
contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Each capitalized term used herein but not otherwise
defined herein shall have the meaning ascribed to
such term in the Agreement.
2. Amendments to Credit Agreement. Subject to the
terms and conditions set forth in Section 4 of this
Amendment No. 5, the Credit Agreement is hereby
amended as follows:
(a) The definition of "Fiscal Month" in Section 1.1 of
the Credit Agreement is hereby amended in its
entirety to read as follows:
""Fiscal Month" means any five, four or four week fiscal
accounting period of an Obligor within a Fiscal Quarter of
such Obligor."
(b) The definition of "Fiscal Quarter" in Section 1.1 of
the Credit Agreement is hereby amended in its
entirety to read as follows:
""Fiscal Quarter" means any quarterly fiscal accounting
period of an Obligor within a Fiscal Year consisting of five,
four and four weeks respectively."
(c) The definition of "Fiscal Year" in Section 1.1 of
the Credit Agreement is hereby amended in its entirety to read as
follows:
""Fiscal Year" means any fiscal accounting period
of an Obligor consisting of four quarterly accounting periods
of five, four and four weeks respectively, ending on December
31 of each year for Fiscal Years commencing prior to
January 1, 1997 and on the last Thursday of June for Fiscal
Years commencing after January 1, 1997; references to a Fiscal
Year with a number corresponding to any calendar
year for Fiscal Years commencing after January 1, 1997 (eg.,
the "1997 Fiscal Year") refer to the Fiscal Year ending on
the date which is the last Thursday of June occurring during
such calendar year."
3. The Borrower represents and warrants that, after
giving effect to this Amendment No. 5, no Default or Event
of Default exists and is continuing under the Agreement and
no default exists under the Teachers Note Agreement and the
Prudential Note Agreement.
4. This Amendment No. 5 shall become effective as of
May 16, 1997 upon satisfaction of the following
conditions:
(i) the Borrower, the Agent, Sunshine, Quantz and each
of the Lenders shall have executed and delivered a
counterpart of this Amendment No. 5.
(ii) the Agent shall have received, in sufficient copies
for each Lender, the following in form and substance
satisfactory to the Agent and its counsel:
(A) a board of directors resolution authorizing the
execution and delivery of this Amendment No. 5
(B) a certificate from the Borrower's chief
financial Authorized Officer certifying that on
the date hereof and after giving effect to this
Amendment No. 5 no Default or Event of Default
has occurred and is continuing.
(iii) the Borrower shall have paid the outstanding fees
and out-of-pocket costs and expenses of counsel for
the Agent incurred in connection with the
negotiation, preparation, execution and delivery of
this Amendment No. 5.
5. Except as specifically set forth in this Amendment
No. 5, the Agreement and the other Loan Documents
shall remain unaltered and in full force and effect
and the respective terms, conditions and covenants
thereof are hereby ratified and confirmed in all
respects.
6. Upon the effectiveness of this Amendment No. 5, each
reference in the Agreement to "this Agreement",
"hereof", "herein" or "hereunder" or words of like
import, and all references to the Agreement in any
other Loan Documents shall mean and be a reference
to the Agreement as amended hereby.
7. This Amendment No. 5 may be executed in any number
of counterparts and by different parties hereto in
separate counterparts, each of which when so
executed and delivered shall be deemed to be an
original and all of which taken together shall
constitute one and the same agreement.
8. THIS AMENDMENT NO. 5 SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF ILLINOIS.
(Signature pages follow)
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment No. 5 to Credit Agreement as of the date first
above written.
JOHN B. SANFILIPPO & SON, INC.
By /s/ Gary P. Jensen
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Title: Executive Vice President and
Chief Financial Officer
BANK OF AMERICA ILLINOIS, in its
capacity as Agent
By /s/ Jay McKeown
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Title: Agency Management Services
Senior Agency Officer
BANK OF AMERICA ILLINOIS, in its
capacity as Lender, Issuing Lender
and Issuer
By /s/ Lynn Simmons
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Title: Vice President
THE NORTHERN TRUST COMPANY, in its
capacity as a Lender
By /s/ Arthur J. Fogel
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Title: Vice President
NATIONAL CITY BANK, in its capacity
as a Lender
By /s/ Diego Tobon
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Title: Vice President
The undersigned acknowledges receipt of a copy of the
foregoing Amendment No. 5, consents to the terms
thereof, and ratifies and confirms its Guaranty, dated
as of March 27, 1996, in favor of the Lenders, and all
documents, instruments and agreements executed in
connection therewith.
SUNSHINE NUT CO.
By: /s/ John C. Taylor
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Title: President
The undersigned acknowledges receipt of a copy of the
foregoing Amendment No. 5, consents to the terms
thereof, and ratifies and confirms its Guaranty, dated
as of January 24, 1997, in favor of the Lenders, and all
documents, instruments and agreements executed in
connection therewith.
QUANTZ ACQUISITION CO., INC.
By: /s/ Michael J. Valentine
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Title: Assistant Secretary
