ITEM 2. PROPERTIES
The Company's headquarters, Lakeville production and warehousing facility, and administrative offices are located in an industrial park 20 miles south of Minneapolis in Lakeville, Minn. The production and distribution facility in Lakeville is 221,000 square feet. The administrative offices occupy 22,000 square feet. The Company also utilizes four third party regional distribution centers to store its inventory.
The Danville production facility and administrative offices are located in Danville, Ill., which is 130 miles south of Chicago, Ill. The plant has 120,000 square feet of production and administrative office space.
The Company also owns approximately 18 acres and 12 acres of vacant land contiguous to its Danville and Lakeville facilities, respectively. Additionally, the Company owns 22.5 acres of vacant land in Christian County, KY.
See Note D to the financial statements regarding property pledged as collateral against mortgages payable.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
There were no claims or pending litigation that, in the opinion of management, would have a significant effect on the Company's financial position, results of operations, or liquidity.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth quarter ended May 31, 1997.
EXECUTIVE OFFICERS OF THE REGISTRANT
Principal Occupation and Business Name Age Experience for Past Five Years - ------------------- --- ------------------------------
Ronald K. Zuckerman 55 Chairman of the Board since 1975; Chief Executive Officer from 1975 to 1993; Chief Financial Officer 1975 to 1992.
Glen S. Bolander 51 President and Chief Executive Officer since 1993; President and Chief Operating Officer from 1988 to 1993; President 1987 to 1988; Executive Vice President 1985 to 1987.
Michael J. Cannon 40 Vice President-Sales since 1994; Vice President-Core Products Group from 1993 to 1994; Vice President-Grocery 1988 to 1993.
Daniel J. Kinsella 39 Vice President, Chief Financial Officer and Treasurer since 1992; Director of Finance and Treasurer 1990 to 1992.
Michael A. Parent 40 Vice President Operations since 1996; Director of Operations Services 1994 to 1996; Manufacturing Controller 1991 to 1994.
Thomas L. Traub 39 Vice President Human Resources since 1997; Human Resources Director 1996 to 1997; Human Resources Manager 1995 to 1996; Human Resources Manager, General Mills Inc. 1990 to 1995.
All officers hold office for one year or until their successors are designated.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S SECURITIES AND RELATED STOCKHOLDER MATTERS
The information required in Item 5 is contained on page 24 of the Company's annual report to shareholders for the year ended May 31, 1997 and is incorporated herein by reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information required in Item 6 is contained on page 12 of the Company's annual report to shareholders for the year ended May 31, 1997 and is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required in Item 7 is contained on pages 13 and 14 of the Company's annual report to shareholders for the year ended May 31, 1997 and is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required in Item 8 is contained on pages 15 through 24 of the Company's annual report to shareholders for the year ended May 31, 1997 and is incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required in Item 10 is contained in the Company's definitive proxy statement to be filed pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed and is incorporated herein by reference.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information required in Item 11 is contained in the Company's definitive proxy statement to be filed pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed and is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required in Item 12 is contained in the Company's definitive proxy statement to be filed pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed and is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required in Item 13 is contained in the Company's definitive proxy statement to be filed pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed and is incorporated herein by reference.
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of this Report: Page 1. Financial statements: Reference is made to the table of contents to financial statements and schedules hereinafter contained 15
2. Financial schedules: Reference is made to the table of contents to financial statements and schedules hereinafter contained for all other financial statement schedules 15
3. Exhibits:
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the fourth quarter ended May 31, 1997.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: August 25, 1997 GRIST MILL CO.
/s/ GLEN S. BOLANDER --------------------------------- Glen S. Bolander President, Chief Executive Officer and a Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.
GRIST MILL CO.
FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
YEARS ENDED MAY 31, 1997, 1996 AND 1995.
Page
Report of Independent Auditors. . . . . . . . . . . . . . . . . . . . . . . (A)
Consolidated Statements of Earnings . . . . . . . . . . . . . . . . . . . . (A)
Consolidated Statements of Financial Position . . . . . . . . . . . . . . . (A)
Consolidated Statements of Changes in Shareholders' Equity. . . . . . . . . (A)
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . (A)
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . (A)
Schedule II - Valuation and Qualifying Accounts and Reserves. . . . . . . . 16
Exhibit 11 - Computations of Earnings Per Share . . . . . . . . . . . . . . 17
Exhibit 21 - Grist Mill Co. List of Subsidiaries. . . . . . . . . . . . . . 18
(A) Item is contained in the Company's annual report to shareholders for the year ended May 31, 1997 and is incorporated herein by reference.
Schedules not listed above have been omitted because they are either not applicable or the required information has been provided in the consolidated financial statements or notes thereto.
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
GRIST MILL CO.
(1) Write-off of fully amortized package design.
(2) Write-off of fully amortized trademark.