UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
John B. Sanfilippo & Son, Inc.
------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
800422 10 7
-----------
(CUSIP Number)
Jerry J. Burgdoerfer
Jenner & Block LLP, One IBM Plaza, Chicago, IL 60611
312-923-2820
----------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 5, 2004
-------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-
1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-
7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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CUSIP No. 800422 10 7
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1. Names of Reporting Persons.
I.R.S. Identification No. of above persons (entities only).
Jasper B. Sanfilippo
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2. Check the Appropriate Box if a Member of a Group*
(a) [X]**
(b) [ ]
** The reporting persons making this filing hold an aggregate of
1,768,496 shares of Class A Stock and 86,136 shares of
Common Stock, which in the aggregate represents 52.2% of the
voting power of the Company's common equity. The reporting
person on this cover page, however, is a beneficial owner of only
the securities reported by it on this cover page.
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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 Item 2(d) or 2(e). [ ]
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6. Citizenship or Place of Organization
United States
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NUMBER OF 7. Sole Voting Power (Represents (a) 1,360,731 shares
of Class A Stock, $.01
SHARES per share, which is convertible
1,544,776 into Common Stock, par value $.01
BENEFICIALLY per share, held directly by Mr.
Sanfilippo, (b) 163,045 shares
OWNED BY of Class A Common Stock held by
Mr. Sanfilippo as trustee of
EACH certain trusts and (c) 21,000
shares of Common Stock held
REPORTING directly by Mr. Sanfilippo.)
--------------------------------------------------------
PERSON 8. Shared Voting Power
WITH 18,832 (Represents shares of Common
Stock held by Mr. Sanfilippo
as co-trustee of the
Sanfilippo Family
Education Trust.)
--------------------------------------------------------
9. Sole Dispositive Power
2
1,544,776
--------------------------------------------------------
10. Shared Dispositive Power
18,832
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,563,608
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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)
16.3% (44.9% of the combined voting power)
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14. Type of Reporting Person*
IN
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3
CUSIP No. 800422 10 7
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1. Names of Reporting Persons.
I.R.S. Identification No. of above persons (entities only).
Marian R. Sanfilippo
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2. Check the Appropriate Box if a Member of a Group*
(a) [X]**
(b) [ ]
** The reporting persons making this filing hold an aggregate of
1,768,496 shares of Class A Stock and 86,136 shares of
Common Stock, which in the aggregate represents 52.2% of the
voting power of the Company's common equity. The reporting
person on this cover page, however, is a beneficial owner of only
the securities reported by it on this cover page.
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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 Item 2(d) or 2(e). [ ]
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6. Citizenship or Place of Organization
United States
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NUMBER OF 7. Sole Voting Power (Includes (a) 24,500 shares
of Class A Stock, $.01
SHARES per share, which is convertible
32,652 into Common Stock, par value $.01
BENEFICIALLY per share, and (b) 8,152 shares
of Common Stock, all of which
OWNED BY are held directly by Mrs.
Sanfilippo.)
EACH --------------------------------------------------------
8. Shared Voting Power
REPORTING
18,832 (Represents shares of Common
PERSON Stock held by Mr. Sanfilippo
as co-trustee of the
WITH Sanfilippo Family
Education Trust.)
--------------------------------------------------------
9. Sole Dispositive Power
32,652
--------------------------------------------------------
4
10. Shared Dispositive Power
18,832
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
51,484
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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)
0.6% (0.8% of the combined voting power)
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14. Type of Reporting Person*
IN
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5
CUSIP No. 800422 10 7
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1. Names of Reporting Persons.
I.R.S. Identification No. of above persons (entities only).
Jeffrey T. Sanfilippo
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2. Check the Appropriate Box if a Member of a Group*
(a) [X]**
(b) [ ]
** The reporting persons making this filing hold an aggregate of
1,768,496 shares of Class A Stock and 86,136 shares of
Common Stock, which in the aggregate represents 52.2% of the
voting power of the Company's common equity. The reporting
person on this cover page, however, is a beneficial owner of only
the securities reported by it on this cover page.
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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 Item 2(d) or 2(e). [ ]
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6. Citizenship or Place of Organization
United States
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NUMBER OF 7. Sole Voting Power (Represents (a) 44,044 shares
of Class A Stock held by Mr.
SHARES Sanfilippo as trustee of the
54,044 Jeffrey T. Sanfilippo
BENEFICIALLY Irrevocable Truste, dated
April 7, 2004 and (b) 10,000
OWNED BY shares of Common Stock held
by Mr. Sanfilippo directly.)
EACH --------------------------------------------------------
8. Shared Voting Power
REPORTING
18,832 (Represents shares of Common
PERSON Stock held by Mr. Sanfilippo
as co-trustee of the
WITH Sanfilippo Family
Education Trust.)
--------------------------------------------------------
9. Sole Dispositive Power
54,044
--------------------------------------------------------
6
10. Shared Dispositive Power
18,832
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
72,876
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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)
0.9% (1.4% of the combined voting power)
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14. Type of Reporting Person*
IN
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7
CUSIP No. 800422 10 7
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1. Names of Reporting Persons.
I.R.S. Identification No. of above persons (entities only).
Jasper B. Sanfilippo, Jr.
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2. Check the Appropriate Box if a Member of a Group*
(a) [X]**
(b) [ ]
** The reporting persons making this filing hold an aggregate of
1,768,496 shares of Class A Stock and 86,136 shares of
Common Stock, which in the aggregate represents 52.2% of the
voting power of the Company's common equity. The reporting
person on this cover page, however, is a beneficial owner of only
the securities reported by it on this cover page.
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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 Item 2(d) or 2(e). [ ]
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6. Citizenship or Place of Organization
United States
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NUMBER OF 7. Sole Voting Power (Represents (a) 44,044 shares
of Class A Stock held by Mr.
SHARES Sanfilippo as trustee of the
44,044 Jasper B. Sanfilippo
BENEFICIALLY Irrevocable Trust, dated
April 7, 2004.)
OWNED BY --------------------------------------------------------
8. Shared Voting Power
EACH
0
REPORTING --------------------------------------------------------
9. Sole Dispositive Power
PERSON
44,044
WITH --------------------------------------------------------
8
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
44,044
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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)
0.5% (1.3% of the combined voting power)
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14. Type of Reporting Person*
IN
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9
CUSIP No. 800422 10 7
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1. Names of Reporting Persons.
I.R.S. Identification No. of above persons (entities only).
John E. Sanfilippo
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2. Check the Appropriate Box if a Member of a Group*
(a) [X]**
(b) [ ]
** The reporting persons making this filing hold an aggregate of
1,768,496 shares of Class A Stock and 86,136 shares of
Common Stock, which in the aggregate represents 52.2% of the
voting power of the Company's common equity. The reporting
person on this cover page, however, is a beneficial owner of only
the securities reported by it on this cover page.
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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 Item 2(d) or 2(e). [ ]
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6. Citizenship or Place of Organization
United States
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NUMBER OF 7. Sole Voting Power (Represents (a) 44,044 shares
of Class A Stock held by Mr.
SHARES Sanfilippo as trustee of the
72,196 John E. Sanfilippo
BENEFICIALLY Irrevocable Trust, dated
April 7, 2004 and (b) 28,152
OWNED BY shares of Common Stock owned
directly by Mr. Sanfilippo.)
EACH --------------------------------------------------------
8. Shared Voting Power
REPORTING
0
PERSON --------------------------------------------------------
9. Sole Dispositive Power
WITH
72,196
--------------------------------------------------------
10
10. Shared Dispositive Power
72,196
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
72,196
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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)
0.9% (1.4% of the combined voting power)
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14. Type of Reporting Person*
IN
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11
CUSIP No. 800422 10 7
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1. Names of Reporting Persons.
I.R.S. Identification No. of above persons (entities only).
James J. Sanfilippo
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2. Check the Appropriate Box if a Member of a Group*
(a) [X]**
(b) [ ]
** The reporting persons making this filing hold an aggregate of
1,768,496 shares of Class A Stock and 86,136 shares of
Common Stock, which in the aggregate represents 52.2% of the
voting power of the Company's common equity. The reporting
person on this cover page, however, is a beneficial owner of only
the securities reported by it on this cover page.
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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 Item 2(d) or 2(e). [ ]
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6. Citizenship or Place of Organization
United States
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NUMBER OF 7. Sole Voting Power (Represents (a) 44,044 shares
of Class A Stock held by Mr.
SHARES Sanfilippo as trustee of the
44,044 James J. Sanfilippo
BENEFICIALLY Irrevocable Trust, dated
April 7, 2004.)
OWNED BY --------------------------------------------------------
8. Shared Voting Power
EACH
0
REPORTING --------------------------------------------------------
9. Sole Dispositive Power
PERSON
44,044
WITH --------------------------------------------------------
12
10. Shared Dispositive Power
0
-----------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
44,044
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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)
0.5% (1.3% of the combined voting power)
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14. Type of Reporting Person*
IN
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14
CUSIP No. 800422 10 7
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1. Names of Reporting Persons.
I.R.S. Identification No. of above persons (entities only).
Lisa A. Evon
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2. Check the Appropriate Box if a Member of a Group*
(a) [X]**
(b) [ ]
** The reporting persons making this filing hold an aggregate of
1,768,496 shares of Class A Stock and 86,136 shares of
Common Stock, which in the aggregate represents 52.2% of the
voting power of the Company's common equity. The reporting
person on this cover page, however, is a beneficial owner of only
the securities reported by it on this cover page.
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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 Item 2(d) or 2(e). [ ]
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6. Citizenship or Place of Organization
United States
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NUMBER OF 7. Sole Voting Power (Represents (a) 44,044 shares
of Class A Stock held by Ms.
SHARES Evon as trustee of the
44,044 Lisa A. Evon
BENEFICIALLY Irrevocable Trust, dated
April 7, 2004.)
OWNED BY --------------------------------------------------------
8. Shared Voting Power
EACH
0
REPORTING --------------------------------------------------------
9. Sole Dispositive Power
PERSON
44,044
WITH --------------------------------------------------------
14
10. Shared Dispositive Power
0
-----------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
44,044
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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)
0.5% (1.3% of the combined voting power)
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14. Type of Reporting Person*
IN
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15
Introductory Statement
----------------------
This Schedule 13D is being filed jointly by the persons listed in Item
2 below, which persons are sometimes individually referred to as a
"Reporting Person" and collectively as the "Reporting Persons." The
Reporting Persons are making this single, joint filing because they
may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), with respect to the action described in Item 4 of
this Schedule 13D and are thus eligible to make a joint filing under
Rule 13d-1(k) promulgated under the Exchange Act. Except as expressly
set forth in this Schedule 13D, each Reporting Person disclaims
beneficial ownership of the Common Stock, par value $.01 per share
("Common Stock"), and Class A Common Stock, par value $.01 per share
("Class A Stock"), of the Company beneficially owned by any other
Reporting Person.
This joint filing shall also serve to amend (i) Amendment No. 5 to the
Schedule 13D filed with the Securities and Exchange Commission (the
"Commission") by Jasper B. Sanfilippo on September 23, 1997 and (ii)
Amendment No. 3 to the Schedule 13D filed with the Commission by
Marian R. Sanfilippo on September 23, 1997.
The only individuals identified in Item 2 below who are required to
file Schedule 13D based on their beneficial ownership of a class of
the Company's Securities are Jasper B. Sanfilippo and Marian R.
Sanfilippo. The other Reporting Persons listed are participating in
this group filing solely to identify themselves as a group under
Section 13(d)(3) of the Exchange Act. The Company qualifies as a
"controlled company" for purposes of Section 4350(c) of the Nasdaq
Marketplace Rules based on the aggregate stock ownership of the
Reporting Persons -- See Item 4(c) below for additional detail.
Item 1. Security and Issuer.
-----------------------------
This Schedule 13D relates to the Common Stock of John B. Sanfilippo &
Son, Inc., a Delaware corporation ("JBSS" or the "Company"), with its
principal executive offices at 2299 Busse Road, Elk Grove Village,
Illinois 60007. Each Reporting Person owns shares of Class A Stock,
which is convertible into shares of Common Stock, and Jasper B.
Sanfilippo, Marian R. Sanfilippo, Jeffrey T. Sanfilippo and John E.
Sanfilippo own shares of Common Stock.
Item 2. Identity and Background
--------------------------------
This Schedule 13D is being filed jointly by the individual
shareholders set forth below. All principal occupations listed are
positions held with the Company.
Shareholder / Address Occupation/Employment/Business Address
--------------------- --------------------------------------
Jasper B. Sanfilippo Chairman of the Board of Directors and
Individually and as Co-trustee Chief Executive Officer
of the Sanfilippo Family 2299 Busse Road
Education Trust Elk Grove Village, Illinois 60007
2299 Busse Road
Elk Grove Village, IL 60007
Marian R. Sanfilippo None
Individually and as Co-trustee
of the Sanfilippo Family
Education Trust
2299 Busse Road
Elk Grove Village, IL 60007
16
Jeffrey T. Sanfilippo Director and Executive Vice President
Individually and as Co-trustee Sales and Marketing
of the Sanfilippo Family
Education Trust and Trustee
of the Jeffrey T. Sanfilippo
Irrevocable Trust, dated
April 7, 2004
2299 Busse Road
Elk Grove Village, IL 60007
Jasper B. Sanfilippo, Jr. Director and Executive Vice
Trustee of the Jasper B. President Operations
Sanfilippo Irrevocable Trust,
dated April 7, 2004
2299 Busse Road
Elk Grove Village, IL 60007
John E. Sanfilippo None
Individually and as Trustee
of the John E. Sanfilippo
Irrevocable Trust,
dated April 7, 2004
2299 Busse Road
Elk Grove Village, IL 60007
James J. Sanfilippo None
Trustee of the James J.
Sanfilippo Irrevocable
Trust, dated April 7, 2004
2299 Busse Road
Elk Grove Village, IL 60007
Lisa A. Evon Industrial Sales Manager
Trustee of the Lisa A. Evon
Irrevocable Trust, dated
April 7, 2004
2299 Busse Road
Elk Grove Village, IL 60007
Each Reporting Person is a citizen of the United States. During the
last five years, no Reporting Person has: (i) been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) nor (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
----------------------------------------------------------
The transactions reported on this Schedule 13D involve dispositions of
Company securities by the Reporting Persons identified in Item 4
below. Consequently, Item 3 is not applicable.
Item 4. Purpose of Transaction.
-------------------------------
The Reporting Persons are filing this Schedule 13D for the following
purposes:
(a) Disposition of Securities by Jasper B. Sanfilippo:
---------------------------------------------------------
To report the sale of shares of Common Stock by Jasper B. Sanfilippo
in connection with a public offering of Common Stock by the Company
pursuant to a Registration Statement on Form S-3 filed by the Company
17
with the Commission on January 27, 2004, as amended. The public
offering (the "Offering") covered 1,000,000 shares offered by the
Company, 1,000,000 shares sold by certain selling stockholders
(including certain of the Reporting Persons as trustees of certain
trusts) and 300,000 shares of Common Stock sold (150,000 shares by the
Company and 150,000 shares by certain selling stockholders) pursuant
to an over-allotment option granted to the Company's underwriters. As
co-trustee of the Sanfilippo Family Education Trust, a selling
stockholder in the Offering, Mr. Sanfilippo sold 30,768 shares of
Common Stock on March 29, 2004.
(b) Disposition of Securities by Marian R. Sanfilippo:
--------------------------------------------------------
To report the sale of shares of Common Stock in connection with the
Offering by Mrs. Sanfilippo as trustee of five trusts, the
beneficiaries of which are the children of Mrs. Sanfilippo and Jasper
B. Sanfilippo. Mrs. Sanfilippo sold 670,000 shares of Common Stock in
the Offering, 134,000 from each trust. Immediately prior to the
Offering, all such shares were converted into Common Stock from Class
A Stock held by the trusts. These sales were made from the following
trusts:
Shares Sold in
Trust Name Offering
---------- --------
John E. Sanfilippo Irrevocable Trust,
dated October 8, 1996 134,000
Jeffrey T. Sanfilippo Irrevocable Trust,
dated October 18, 1996 134,000
Jasper B. Sanfilippo, Jr. Irrevocable Trust,
dated October 8, 1996 134,000
James J. Sanfilippo Irrevocable Trust,
dated October 8, 1996 134,000
Lisa Sanfilippo Irrevocable Trust, dated
January 21, 1993 134,000
-------
Total 670,000
Following the Offering, for each of the five trusts described above,
Ms. Sanfilippo transferred all of the remaining 44,044 shares of
Class A Stock in each trust into the corresponding new trusts
identified in Item 2 hereof. Each of these five new trusts has as its
sole beneficiary and trustee one of Mrs. Sanfilippo's five children.
Giving effect to the sales and transfers described above, Mrs.
Sanfilippo's beneficial ownership consists entirely of 24,500 shares
of Class A Stock owned directly by her, 8,152 shares of Common Stock
owned directly by her and 18,832 shares of Common Stock owned held as
co-trustee of the Sanfilippo Family Education Trust. Ms. Sanfilippo
is no longer individually deemed to beneficially own greater than five
percent of the Common Stock of the Company.
(c) Formation of a Group and Nasdaq Controlled Company Exception:
-------------------------------------------------------------------
By filing this Schedule 13D, the Reporting Persons are providing
notice (1) that they beneficially own, in the aggregate, securities of
the Company controlling in excess of 50% of the voting power of the
Company's common equity and (2) that, effective immediately, they
intend to act as a group. As a result, the Company is a "controlled
company" pursuant to Section 4350(c)(5) of the Nasdaq Marketplace
Rules. As a controlled company, the Company will not be required to
have a majority of independent directors on its board of directors or
to comply with the Nasdaq corporate governance rules that require a
majority
18
of independent directors to determine the compensation of the
CEO and other executive officers and select or recommend director
nominees.
The possible activities of the Reporting Persons are subject to change
at any time, and there can be no assurance that a Reporting Person
will take or refrain from taking any actions with respect to such
person's shares. The Reporting Persons reserve the right to, among
other things, purchase or dispose of shares of Class A Common Stock,
Common Stock and/or other securities of JBSS in accordance with the
instruments and agreements governing such actions.
Item 5. Interest in Securities of the Issuer.
(a)-(b) The Reporting Persons, as members of a group, are deemed to
beneficially own an aggregate of 1,768,496 shares of Class A stock
and 86,136 shares of Common stock. This represents 68.1% of the total
outstanding shares of Class A Stock and 18.8% of the total outstanding
shares of Common Stock, assuming the conversion of all such shares of
Class A Stock into an equal number of shares of Common Stock.
The holders of Common Stock are entitled to elect one-fourth of the
members of the Company's board of directors, rounded up to the nearest
whole number. The holders of Class A Stock are entitled to elect the
remaining directors. With respect to all matters other than the
election of directors or any matters for which class voting is
required by law, the holders of Common Stock and the holders of Class
A Stock vote together as a single class, with the holders of Common
Stock entitled to one vote per share of Common Stock and the holders
of Class A Stock entitled to ten votes per share of Class A Stock.
Based on the relative voting rights of the Class A Stock and Common
Stock, the Reporting Persons have or share 52.2% of the total
outstanding voting power of the common equity of the Company. The
stock ownership of each Reporting Person is as follows:
Sole Voting Shared
Sole Voting and Voting and
and Dispositive Dispositive Total Voting
Dispositive Percent Power of Power of Percent of Power of
Power of of Class Common Common Common Common
Reporting Person Class A Stock A Stock Stock Stock(1) Stock(2) Equity(3)
---------------- ------------- -------- ---------- ----------- ---------- ---------
Jasper B.
Sanfilippo 1,523,776 58.7% 21,000 18,832 16.3% 44.9%
Marian R.
Sanfilippo 24,500 0.9% 8,152 18,832 0.6% 0.8%
Jeffrey T.
Sanfilippo 44,044 1.7% 10,000 18,832 0.9% 1.4%
Jasper B.
Sanfilippo, Jr. 44,044 1.7% - - 0.5% 1.3%
John E.
Sanfilippo 44,044 1.7% 28,152 - 0.9% 1.4%
James J.
Sanfilippo 44,044 1.7% - - 0.5% 1.3%
Lisa A. Evon 44,044 1.7% - - 0.5% 1.3%
------------- -------- ----------
Total 1,768,496 68.1% 67,304 18,832 18.6% 52.2%
20
(1) Jasper B. Sanfilippo, Marian R. Sanfilippo and Jeffrey T. Sanfilippo
share voting and dispositive power over 18,832 shares of Common Stock
as co-trustees of the Sanfilippo Family Education Trust.
(2) The percentage of Common Stock beneficially owned by each Reporting
Person assumes the conversion of all shares of Class A Stock held by
such Reporting Person into an equal number of shares of Common Stock.
(3) The percentage of common equity beneficially owned by each Reporting
Person assumes no conversion of Class A Stock into Common Stock and is
calculated based on voting power of ten votes per share of Class A
Stock.
(c) The Reporting Persons identified in Item 2 above have effected
the following transactions in the common equity of the Company in
the past 60 days:
* Jasper B. Sanfilippo, Marian R. Sanfilippo and Jeffrey T.
Sanfilippo together sold 30,768 shares of Common Stock as
co-trustees of the Sanfilippo Family Education Trust in
connection with the Offering on March 29, 2004 at a price
of $35.75 per share before deducting underwriters'
commissions and other expenses.
* Marian R. Sanfilippo, as trustee of each of the Sanfilippo
children's trusts identified in Item 4 above, sold an
aggregate of 556,000 shares of Common Stock (111,200 shares
from each trust) in the Offering on March 29, 2004 and an
aggregate of 114,000 shares of Common Stock (22,800 shares
from each trust) on April 5, 2004 in connection with the
underwriters' exercise of their over-allotment option. All
such shares were sold at $35.75 per share before deducting
underwriters' commissions and other expenses and were
converted into Common Stock from Class A Stock immediately
prior to the Offering -- See Item 4 for additional detail.
* Each of the five trusts that is a Reporting Person
hereunder received a transfer of 44,044 shares of Class A
Stock on April 7, 2004 from a corresponding family trust
for which Marian R. Sanfilippo was trustee and possessed
beneficial ownership;
(d) Not applicable.
(e) As a result of the transactions and transfers identified
above, as of April 7, 2004, Marian R. Sanfilippo is no longer
deemed to be a beneficial owner of in excess of five percent
of a class of the Company's securities.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect To Securities of the Issuer.
---------------------------------------------------------------------
(a) Pursuant to the Restated Certificate, among other things:
20
(i) So long as there is Class A Stock outstanding, holders of
Common Stock and Class A Stock will vote together as one
class with respect to all matters to be voted on by JBSS's
stockholders, except (a) as required by law; (b) in
connection with the election of any directors or class of
directors elected by any series or class of preferred
stock; or (c) the holders of Common Stock and any class or
series of preferred stock granted the right to so vote,
voting together as a separate class and excluding the
holders of Class A Stock, are entitled to elect a number of
directors equal to one-fourth (1/4) of the total number of
directors constituting the entire Board of Directors while
the holders of Class A Stock are entitled to elect the rest
of the directors;
(ii) Each record holder of Class A Stock is entitled at any
time to convert any or all of the shares of such Class A
Stock into an equal number of shares of Common Stock;
(iii) Upon the sale, assignment, pledge or other transfer of
any shares or any interest in shares of Class A Stock,
other than a "Permitted Transfer" as described in Part 4(b)
of Subdivision II of the Restated Certificate, all such
transferred shares of Class A Stock will be automatically
converted into an equal number of shares of Common Stock;
(iv) All outstanding shares of Class A Stock will be
automatically converted into an equal number of shares of
Common Stock upon the date on which the number of
outstanding shares of Class A Stock constitutes less than
12.5% of the total number of outstanding shares of Common
Equity.
(b) Jasper B. Sanfilippo, the Chairman of the Board and Chief
Executive Officer of the Company, 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 Stock held in the
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 Stock
held by each trust. Mr. Sanfilippo is the father of the beneficiary
under each trust.
Trust Grantor and Beneficiary Number of Shares
----- ----------------------- ----------------
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 Lisa A. Evon (formerly
October 4, 1991 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
The beneficiary under each trust is paid the income of the trust,
including that derived from shares of Class A Stock, and so much of
the principal of the trust, including shares of Class A Stock, as Mr.
21
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 44,044 shares of JBSS Class A Stock, as beneficiaries
under their trust agreements, to the Northern Trust Company to secure
for each a separate 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 Stock pledged to it by
the defaulting beneficiary in order to satisfy the defaulting
beneficiary's loan obligations.
(c) On December 31, 2003 Jasper B. Sanfilippo received a line
of credit of $14,483,406 from Northern Trust Company, which matures on
December 31, 2004. Mr. Sanfilippo has a total of 1,277,481 shares of
Class A Common Stock pledged under this line of credit. The Class A
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 this line of credit are up to date
and current.
(d) In connection with the Offering, each of the selling
stockholders in the Offering signed a Lock-Up Agreement which
restricts transactions in the securities of the Company for a period
of 90 days after the date of the final prospectus covering the
Offering. Reporting Persons that signed a Lock-Up Agreement include
Jasper B. Sanfilippo, Marian R. Sanfilippo as trustee of the trusts
identified in Item 4 above, Jeffrey T. Sanfilippo and Jasper B.
Sanfilippo, Jr. In addition, the shares of Class A Stock held by each
of the Irrevocable Trusts identified in Item 2 above are subject to
the Lock-Up Agreement executed by Marian R. Sanfilippo as a result of
the transfers of shares described in Item 4(b) above. The Lock-Up
Agreements expire on June 22, 2004. In addition, each holder of Class
A Stock signed a Request for Waiver and Restriction on Transfer
Agreement, dated January 22, 2004 by which the holder waived its right
to voluntarily convert any shares of Class A Stock into Common Stock,
and agreed to certain other restrictions on transfer, until the
Restated Certificate has been amended to increase the number of shares
of Common Stock authorized for issuance to a number sufficient to
allow for the conversion of all outstanding shares of Class A Stock
into Common Stock. In turn, the Company has agreed to seek such an
increase at its next annual meeting of stockholders.
Item 7. Material to be Filed as Exhibits
----------------------------------------
EXHIBIT INDEX
-------------
Exhibit No. Description
----------- -----------
Exhibit 1 Lock-Up Agreement of Jasper B. Sanfilippo, dated
March 9, 2004*
Exhibit 2 Lock-Up Agreement of Marian R. Sanfilippo, dated
March 9, 2004*
Exhibit 3 Lock-Up Agreement of Marian R. Sanfilippo, dated
March 9, 2004, as Trustee of the John E. Sanfilippo
Irrevocable Trust, dated October 8, 1996*
Exhibit 4 Lock-Up Agreement of Marian R. Sanfilippo, dated
March 9, 2004, as Trustee of the Jeffrey T.
Sanfilippo Irrevocable Trust, dated October 18, 1996*
Exhibit 5 Lock-Up Agreement of Marian R. Sanfilippo, dated
March 9, 2004, as Trustee of the Jasper B.
Sanfilippo, Jr. Irrevocable Trust, dated
October 8, 1996*
Exhibit 6 Lock-Up Agreement of Marian R. Sanfilippo, dated
March 9, 2004, as Trustee of the James J. Sanfilippo
Irrevocable Trust, dated October 8, 1996*
Exhibit 7 Lock-Up Agreement of Marian R. Sanfilippo, dated
March 9, 2004, as Trustee of the Lisa Sanfilippo
Irrevocable Trust, dated January 21, 1993*
Exhibit 8 Lock-Up Agreement of Jeffrey T. Sanfilippo, dated
March 10, 2004*
22
Exhibit 9 Lock-Up Agreement of Jasper B. Sanfilippo, Jr.,
dated March 10, 2004*
Exhibit 10 Lock-Up Agreement of Jeffrey T. Sanfilippo, dated
March 10, 2004, as Trustee of the Sanfilippo Family
Education Trust*
Exhibit 11 Request for Waiver and Restriction on Transfer**
* Filed herewith.
** Previously filed as Exhibit No. 10.36 to the Company's
Registration Statement on Form S-3 (Registration No. 333-112221) on
March 10, 2004.
23
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.
Dated: June 21, 2004
JASPER B. SANFILIPPO
By: /s/ JASPER B. SANFILIPPO
--------------------------
Jasper B. Sanfilippo, both
Individually and as Trustee
of the Sanfilippo Family
Education Trust
MARIAN R. SANFILIPPO
By: /s/ MARIAN R. SANFILIPPO
--------------------------
Marian R. Sanfilippo, both
Individually and as Trustee
of the Sanfilippo Family
Education Trust
JEFFREY T. SANFILIPPO
By: /s/ JEFFREY T. SANFILIPPO
---------------------------
Jeffrey T. Sanfilippo, both
Individually and as Trustee
of the Sanfilippo Family
Education Trust and the
Jeffrey T. Sanfilippo
Irrevocable Trust, dated
April 7, 2004
JOHN E. SANFILIPPO
By: /s/ JOHN E. SANFILIPPO
------------------------
John E. Sanfilippo, both
Individually and as Trustee
of the John E. Sanfilippo
Irrevocable Trust, dated
April 7, 2004
24
JASPER B. SANFILIPPO, JR.
By: /s/ JASPER B. SANFILIPPO, JR.
-------------------------------
Jasper B. Sanfilippo, Jr. as
Trustee of the Jasper B.
Sanfilippo Irrevocable
Trust, dated April 7, 2004
JAMES J. SANFILIPPO
By: /s/ JAMES J. SANFILIPPO
-------------------------
James J. Sanfilippo, as
Trustee of the James J.
Sanfilippo Irrevocable
Trust, dated April 7, 2004
LISA A. EVON
By: /s/ LISA A. EVON
------------------
Lisa A. Evon, as Trustee of
the Lisa A. Evon Irrevocable
Trust, dated April 7, 2004
25