United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-K/A
X Annual Report Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1998
Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Commission file number 1-2944
Stokely-Van Camp, Inc.
(Exact name of registrant as specified in its charter)
Indiana 35-0690290
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Quaker Tower P.O. Box 049001 Chicago, Illinois 60604-9001
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: 312-222-7111
Securities registered pursuant to Section 12(b) of the Act:
Name of Each
Exchange on
Title of Each Class Which Registered
5% Cumulative Prior Preference New York Stock Exchange
Stock, $20 Par Value
Common Stock, $1 Par Value None
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]
Registrant had 2,989,371 shares of common stock outstanding on December 31,
1998, all of which were owned by The Quaker Oats Company. There is no
trading market for the registrant's voting stock held by non-affiliates.
SIGNATURES
Pursuant to the requirements of Sections 13 and 15 (d) of the Securities
Exchange Act of 1934, the Registrant has caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
STOKELY-VAN CAMP, INC.
(Registrant)
By:/s/ Susan D. Wellington
Susan D. Wellington
Chief Executive Officer,
President and Director
Date: March 26, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on the 26th day of March 1999, by the
following persons on behalf of the Registrant and in the capacities
indicated.
Signature Title
/s/Susan D. Wellington Chief Executive Officer,
Susan D. Wellington President and Director
/s/Thomas L. Gettings Vice President, Treasurer
Thomas L. Gettings and Tax (Principal Financial
Officer) and Director
/s/John G. Jartz Vice President,
John G. Jartz Secretary and Director
/s/Richard M. Gunst Vice President and
Richard M. Gunst Corporate Controller
EXHIBIT INDEX
Incorporated by
Reference (IBRF)
EXHIBIT NO. DESCRIPTION or Electronic (E)
3 (a) Restated Articles of Incorporation of IBRF
Stokely-Van Camp, Inc. as of February 14,
1994 (incorporated by reference to the
Company's Form 10-K for the fiscal year
ended June 30, 1995, file number 1-2944)
3 (b) Bylaws of Stokely-Van Camp, Inc. IBRF
(incorporated by reference to
the Company's Form 10-K for the fiscal year
ended June 30, 1985, file number 1-2944)
10 (a)(1) GATORADE Trust Agreement dated January 1, IBRF
1984 (incorporated by reference to the
Company's Form 10-K for the fiscal year
ended June 30, 1984, file number 1-2944)
10 (a)(2) First Amendment to GATORADE Trust Agreement IBRF
dated January 1, 1984, effective January 1,
1993 (incorporated by reference to the
Company's Form 10-KT for the transition
period ended December 31, 1995, file
number 1-2944)
18 Letter re Change in Accounting Principles E
21 Subsidiaries of the Registrant E
February 2, 1999
Stokely-Van Camp, Inc.
Quaker Tower
P.O. Box 049001
Chicago, IL 60604
To The Board of Directors of Stokely-Van Camp, Inc.:
Re: Form 10-K Report for the year ended December 31, 1998.
Gentlemen/Ladies:
This letter is written to meet the requirements of
Regulation S-K calling for a letter from a registrant's
independent accountants whenever there has been a change in
accounting principle or practice.
During the fourth quarter of 1998, the Company changed from
the last-in, first-out cost method to the average quarterly
cost method for the valuation of its inventories. According
to the management of the Company, over the past four years,
the cost of key ingredients, package materials and
manufacturing fees have declined and are expected to decline
going forward. As a result, the management of the Company
believes that the average quarterly cost method is
preferable to the last-in, first-out cost method, because it
provides a better current period matching of revenues and
expenses.
A complete, coordinated set of financial and reporting
standards for determining the preferability of accounting
principles among the acceptable alternative principles has
not been established by the accounting profession. Thus, we
cannot make an objective determination of whether the change
in accounting described in the preceding paragraph is a
preferable method. However, we have reviewed the pertinent
factors, including those related to financial reporting, in
this particular case on a subjective basis, and our opinion
stated below is based on our determination made in this
manner.
We are of the opinion that the Company's change in method of
accounting is to an acceptable alternative method of
accounting, which, based upon the reasons stated for the
change and our discussions with you, is also preferable
under the circumstances in this particular case. In
arriving at this opinion, we have relied on the business
judgement and business planning of your management.
Very truly yours,
Arthur Andersen LLP
