ITEM 1 -- BUSINESS
a. GENERAL DEVELOPMENT OF BUSINESS
(i) BACKGROUND
John B. Sanfilippo & Son, Inc. (the "Company" or "JBSS") was incorporated under the laws of the State of Delaware in 1979 as the successor by merger to an Illinois corporation that was incorporated in 1959. As used herein, unless the context otherwise indicates, the terms "Company" or "JBSS" refer collectively to John B. Sanfilippo & Son, Inc., its Illinois predecessor corporation and its wholly owned subsidiaries, including Sunshine Nut Co., Inc. ("Sunshine"). See Note 1 to the Consolidated Financial Statements contained in the Company's 2000 Annual Report to Stockholders. On June 25, 1999 the Company dissolved two (Sunshine and Quantz Acquisition Co., Inc.) of its three wholly owned subsidiaries and merged such subsidiaries into John B. Sanfilippo & Son, Inc. References herein to fiscal 2000 are to the fiscal year ended June 29, 2000. References herein to fiscal 1999 are to the fiscal year ended June 24, 1999. References herein to fiscal 1998 are to the fiscal year ended June 25, 1998.
The Company is a processor, packager, marketer and distributor of shelled and inshell nuts. These nuts are sold under a variety of private labels and under the Company's Evon's, Fisher, Flavor Tree, Sunshine Country, Texas Pride and Tom Scott brand names. The Company also markets and distributes, and in most cases manufactures or processes, a diverse product line of food and snack items, including peanut butter, candy and confections, natural snacks and trail mixes, sunflower seeds, corn snacks, sesame sticks and other sesame snack products.
The Company's headquarters and executive offices are located at 2299 Busse Road, Elk Grove Village, Illinois 60007, and its telephone number for investor relations is (847) 593-2300, extension 212.
b. NARRATIVE DESCRIPTION OF BUSINESS
(i) GENERAL
The Company is a processor, packager, marketer and distributor of shelled and inshell nuts. The Company also markets and distributes, and, in most cases manufactures or processes, a diverse product line of food and snack items including peanut butter, candy and confections, natural snacks and trail mixes, sunflower seeds, corn snacks, sesame sticks and other sesame snack products.
(ii) PRINCIPAL PRODUCTS
		(A)	Raw and Processed Nuts
The Company's principal products are raw and processed nuts. These products accounted for approximately 86.3%, 84.5% and 85.9% of the Company's gross sales for fiscal 2000, fiscal 1999 and fiscal 1998, respectively. The nut product line includes peanuts, almonds, Brazil nuts, pecans, pistachios, filberts, cashews, English walnuts, black walnuts, pine nuts and macadamia nuts. The Company's nut products are sold in numerous package styles and sizes, from poly-cellophane packages, composite cans, vacuum packed tins, plastic jars and glass jars for retail sales, to large cases and sacks for bulk sales to industrial, food service and government customers. In addition, the Company offers its nut products in a variety of different styles and seasonings, including natural (with skins), blanched (without skins), oil roasted, dry roasted, unsalted, honey roasted, butter toffee, praline and cinnamon toasted. The Company sells its products domestically to retailers and wholesalers as well as to industrial, food service and government customers. The Company also sells certain of its products to foreign customers in the retail, food service and industrial markets.
The Company acquires a substantial portion of its peanut, pecan, almond and walnut requirements directly from domestic growers. The balance of the Company's raw nut supply is purchased from importers and domestic processors. In fiscal 2000, the majority of the Company's peanuts, pecans and walnuts were shelled by the Company at its four shelling facilities while the remainder were purchased shelled from processors and growers. See "Raw Materials and Supplies" and Item 2
Item 2 -- PROPERTIES
The Company presently owns or leases eight principal production facilities. Two of these facilities are located in Elk Grove Village, Illinois. The first Elk Grove Village facility, the Busse Road facility, serves as the Company's corporate headquarters and main production facility. The other Elk Grove Village facility is located on Arthur Avenue adjacent to the Busse Road facility. The remaining principal production facilities are located in Bainbridge, Georgia; Garysburg, North Carolina; Selma, Texas; Walnut, California; Gustine, California; and Arlington Heights, Illinois. The Company also leases a warehousing facility in Des Plaines, Illinois. The Company also presently operates thrift stores out of the Busse Road facility and the Des Plaines facility, and owns one retail store and leases four additional retail stores in various Chicago suburbs. In addition, the Company leases space in public warehouse facilities in various states.
The Company believes that its facilities are generally well maintained, in good operating condition and adequate for its present operational needs.
a. PRINCIPAL FACILITIES
The following table provides certain information regarding the Company's principal facilities:
(1)	Approximately 240,000 square feet of the Busse Road facility is leased from the Busse Land Trust under a lease which expires on May 31, 2015. Under the terms of the lease, the Company has a right of first refusal and a right of first offer with respect to this portion of the Busse Road facility. The remaining 60,000 square feet of space at the Busse Road facility (the "Addition") was constructed by the Company in 1994 on property owned by the Busse Land Trust and on property owned by the Company. Accordingly, (i) the Company and the Busse Land Trust entered into a ground lease with a term beginning January 1, 1995 pursuant to which the Company leases from the Busse Land Trust the land on which a portion of the Addition is situated (the "Busse Addition Property"), and (ii) the Company, the Busse Land Trust and the sole beneficiary of the Busse Land Trust entered into a party wall agreement effective as of January 1, 1995, which sets forth the respective rights and obligations of the Company and the Busse Land Trust with respect to the common wall which separates the existing Busse Road facility and the Addition. The ground lease has a term which expires on May 31, 2015 (the same date on which the Company's lease for the Busse Road facility expires). The Company has an option to extend the term of the ground lease for one five-year term, an option to purchase the Busse Addition Property at its then appraised fair market value at any time during the term of the ground lease, and a right of first refusal with respect to the Busse Addition Property. See "Compensation Committee Interlocks, Insider Participation and Certain Transactions -- Lease Arrangements" contained in the Company's Proxy Statement for the 2000 Annual Meeting.
(2)	The Des Plaines facility is leased under a lease which expires on October 31, 2010. The Des Plaines facility is also subject to a mortgage securing a loan from an unrelated third party lender to the related-party lessor in the original principal amount of approximately $1.6 million. The rights of the Company under the lease are subject and subordinate to the rights of the lender. Accordingly, a default by the lessor under the loan could result in foreclosure on the facility and thereby adversely affect the Company's leasehold interest. The Company subleases approximately 29,000 square feet of space at the Des Plaines facility to one related party lessee. See "Compensation Committee Interlocks, Insider Participation and Certain Transactions -- Lease Arrangements" contained in the Company's Proxy Statement for the 2000 Annual Meeting.
(3) The Bainbridge facility is subject to a mortgage and deed of trust securing approximately $7.4 million (excluding accrued and unpaid interest) in industrial development bonds. See "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Liquidity and Capital Resources" contained in the Company's 2000 Annual Report to Stockholders.
(4)	The Walnut, California facility is leased under a lease which expires on July 31, 2001. The Company has one renewal option under the lease to extend the lease term until July 31, 2006.
(5)	The Arlington Heights facility is subject to a mortgage dated September 27, 1995 securing a loan of $2.5 million with a maturity date of October 1, 2015.
b. MANUFACTURING CAPABILITY, TECHNOLOGY AND ENGINEERING
The Company's principal production facilities are equipped with modern processing and packaging machinery and equipment. The physical structure and the layout of the production line at the Busse Road facility were designed so that peanuts and other nuts can be processed, jarred and packed in cases for distribution on a completely automated basis. The facility also has production lines for chocolate chips, candies, peanut butter and other products processed or packaged by the Company.
The Selma facility contains the Company's automated pecan shelling and bulk packaging operation. The facility's pecan shelling production lines currently have the capacity to shell in excess of 60 million inshell pounds of pecans annually. For fiscal 2000, the Company processed approximately 41 million inshell pounds of pecans at the Selma, Texas facility. The Selma facility currently contains an almond processing line with the capacity to process over 10 million pounds of almonds annually. For fiscal 2000, the Selma facility processed approximately 2 million pounds of almonds.
The Bainbridge facility is located in the largest peanut producing region in the United States. This facility takes direct delivery of farmer stock peanuts and cleans, shells, sizes, inspects, blanches, roasts and packages them for sale to the Company's customers. The production line at the Bainbridge facility is almost entirely automated and has the capacity to shell approximately 120 million inshell pounds of peanuts annually. During fiscal 2000, the Bainbridge facility shelled approximately 70 million inshell pounds of peanuts.
The Garysburg facility has the capacity to process approximately 40 million inshell pounds of farmer stock peanuts annually. For fiscal 2000, the Garysburg facility processed approximately 20 million pounds of inshell peanuts.
The Gustine facility, which was purchased in 1993, is used for walnut shelling, processing and marketing operations. This facility was expanded during 1994 to increase the capacity to shell from approximately 12 million inshell pounds of walnuts annually to approximately 35 million inshell pounds of walnuts annually. For fiscal 2000, the Gustine facility shelled approximately 27 million inshell pounds of walnuts.
The Arlington Heights facility is used for the production and packaging the majority of the Company's Fisher Nut products, the "stand-up pouch" packaging for its Flavor Tree brand products and for the production and packaging of the Company's sunflower meats.
Overall, the Elk Grove Village and Selma processing facilities are well utilized.
ITEM 3
ITEM 3 -- LEGAL PROCEEDINGS
The Company is party to various lawsuits, proceedings and other matters arising out of the conduct of its business. Currently, it is management's opinion that the ultimate resolution of these matters will not have a material adverse effect upon the business, financial condition or results of operations of the Company.
ITEM 4
ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of fiscal 2000 to a vote of security holders, through solicitation of proxies or otherwise.
EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G (3) of Form 10-K and Instruction 3 to Item 401(b) of Regulation S-K, the following information is included as an unnumbered item in Part I of this Report in lieu of being included in the Proxy Statement for the Company's annual meeting of stockholders to be held on October 26, 2000:
JASPER B. SANFILIPPO, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER, age 69 -- Mr. Sanfilippo has been employed by the Company since 1953. Mr. Sanfilippo served as the Company's President from 1982 to December 1995 and was the Company's Treasurer from 1959 to October 1991. He became the Company's Chairman of the Board and Chief Executive Officer in October 1991 and has been a member of the Company's Board of Directors since 1959. Mr. Sanfilippo is also a member of the Company's Compensation Committee and was a member of the Stock Option Committee until February 27, 1997 (when that Committee was disbanded).
MATHIAS A. VALENTINE, PRESIDENT, age 67 -- Mr. Valentine has been employed by the Company since 1960 and was named its President in December 1995. He served as the Company's Secretary from 1969 to December 1995, as its Executive Vice President from 1987 to October 1991 and as its Senior Executive Vice President and Treasurer from October 1991 to December 1995. He has been a member of the Company's Board of Directors since 1969. Mr. Valentine is also a member of the Company's Compensation Committee and was a member of the Stock Option Committee until February 27, 1997 (when that Committee was disbanded).
GARY P. JENSEN, EXECUTIVE VICE PRESIDENT FINANCE AND CHIEF FINANCIAL OFFICER, age 55 -- Mr. Jensen became the Company's Executive Vice President Finance and Chief Financial Officer in December 1995, having previously served as the Company's Vice President Finance and Chief Financial Officer from February 1995. Prior to joining the Company, he served from August 1992 to October 1994 as Vice President Finance of Armour Swift-Eckrich, a meat processing and packaging company. In addition, Mr. Jensen was employed by Vlasic Foods, Inc., a condiments processing company, from 1975 to August 1992 and served as its Vice President Finance and Chief Financial Officer from 1988 to August 1992.
STEVEN G. TAYLOR, EXECUTIVE VICE PRESIDENT, age 50 -- In December 1995, Mr. Taylor became a Vice President of the Company and was named an Executive Vice President of the Company in October 1996. Mr. Taylor and the Company are parties to an Employment Agreement pursuant to which Mr. Taylor is to be employed by the Company until May 1, 2002. See "Executive Compensation -- Employment Contract" contained in the Company's Proxy Statement for the 2000 Annual Meeting.
MICHAEL J. VALENTINE, SENIOR VICE PRESIDENT AND SECRETARY, age 41 - -- Mr. Valentine has been employed by the Company since 1987 and in August 1999 was named Senior Vice President and Secretary. Mr. Valentine was elected as a director of the Company in April 1997. Mr. Valentine served as the Company's Vice President and Secretary from December 1995 to August 1999. He served as an Assistant Secretary and the General Manager of External Operations for the Company from June 1987 and 1990, respectively, to December 1995. Mr. Valentine is responsible for the Company's peanut operations, including sales and procurement.
JEFFREY T. SANFILIPPO, SENIOR VICE PRESIDENT SALES AND MARKETING, age 37 -- Mr. Sanfilippo has been employed by the Company since 1991 and was named its Senior Vice President Sales and Marketing in August 1999. Mr. Sanfilippo was named as a director of the Company in August 1999. He served as General Manager West Coast Operations from September 1991 to September 1993. He served as Vice President West Coast Operations and Sales from October 1993 to September 1995. He served as Vice President Sales and Marketing from October 1995 to August 1999.
JASPER B. SANFILIPPO, JR., SENIOR VICE PRESIDENT AND ASSISTANT SECRETARY, age 32 -- Mr. Sanfilippo has been employed by the Company since 1991 and in August 1999 was named Senior Vice President and Assistant Secretary. He has served as an Assistant Secretary of the Company since 1993. Mr. Sanfilippo served as a Vice President from December 1995 to August 1999. He served as General Manager of the Walnut Processing Division from 1993 to December 1995. Mr. Sanfilippo is responsible for the Company's walnut operations, including plant operations and procurement.
JAMES A. VALENTINE, SENIOR VICE PRESIDENT INFORMATION TECHNOLOGY, age 36 -- Mr. Valentine has been employed by the Company since 1986 and in January 2000 was named Senior Vice President Information Technology.
WILLIAM R. POKRAJAC, CONTROLLER, age 46 -- Mr. Pokrajac has been with the Company since 1985 and has served as the Company's Controller since 1987. Mr. Pokrajac is responsible for the Company's accounting, financial reporting and inventory control functions.
CERTAIN RELATIONSHIPS AMONG DIRECTORS AND EXECUTIVE OFFICERS
Jasper B. Sanfilippo, Chairman of the Board and Chief Executive Officer and a director of the Company, is (i) the father of Jasper B. Sanfilippo, Jr., an executive officer of the Company and Jeffrey T. Sanfilippo, an executive officer and a director of the Company, as indicated above, (ii) the brother-in-law of Mathias A. Valentine, President and a director of the Company, and (iii) the uncle of Michael J. Valentine who is an executive officer and a director of the Company and James A. Valentine, an executive officer of the Company, as indicated above. Mathias A. Valentine, President and a director of the Company, is (i) the brother-in-law of Jasper B. Sanfilippo, (ii) the uncle of Jasper B. Sanfilippo, Jr. and Jeffrey T. Sanfilippo, and (iii) the father of Michael J. Valentine and James A. Valentine. Michael J. Valentine, Senior Vice President and Secretary and a director of the Company, is (i) the son of Mathias A. Valentine, (ii) the brother of James A. Valentine, (iii) the nephew of Jasper B. Sanfilippo, and (iv) the cousin of Jasper B. Sanfilippo, Jr. and Jeffrey T. Sanfilippo. Jeffrey T. Sanfilippo, Senior Vice President Sales and Marketing and a director of the Company, is (i) the son of Jasper B. Sanfilippo, (ii) the brother of Jasper B. Sanfilippo Jr., (iii) the nephew of Mathias A Valentine, and (iv) the cousin of Michael J. Valentine and James A. Valentine.
PART II
ITEM 5
ITEM 5 -- MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The sections entitled "Supplementary Quarterly Data" and "Markets for the Company's Securities and Related Matters" on pages 31 and 32, respectively, of the Company's 2000 Annual Report to Stockholders is incorporated herein by reference.
For purposes of the calculation of the aggregate market value of the Company's voting stock held by nonaffiliates of the Company as set forth on the cover page of this Report, the Company did not consider any of the siblings of Jasper B. Sanfilippo, or any of the lineal descendants (all of whom are adults and some of whom are employed by the Company) of either Jasper B. Sanfilippo, Mathias A. Valentine or such siblings (other than those who are executive officers of the Company) as an affiliate of the Company. See "Compensation Committee Interlocks, Insider Participation and Certain Transactions" and "Security Ownership of Certain Beneficial Owners and Management" contained in the Company's Proxy Statement for the 2000 Annual Meeting and "Executive Officers of the Registrant -- Certain Relationships Among Directors and Executive Officers" appearing immediately after Part I of this Report.
ITEM 6
ITEM 6 -- SELECTED FINANCIAL DATA
The Selected Historical Consolidated Financial Data for the years ended June 29, 2000, June 24, 1999, June 25, 1998, the twenty-six weeks ended June 26, 1997, and the years ended December 31, 1996 and 1995 contained on page 10 of the Company's 2000 Annual Report to Stockholders is incorporated herein by reference.
ITEM 7
ITEM 7 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
"Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in pages 11 through 16, inclusive, of the Company's 2000 Annual Report to Stockholders is incorporated herein by reference.
Item 7A
Item 7A -- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
"Quantitative and Qualitative Disclosures About Market Risk" contained in page 15 of the Company's 2000 Annual Report to Stockholders is incorporated herein by reference.
FORWARD LOOKING STATEMENTS
The statements contained in this filing which are not historical (including statements concerning the Company's expectations regarding market risk) are "forward looking statements". These forward looking statements, which are generally identified by the use of forward looking words and phrases such as "intend", "may", "believes" and "expects", represent the Company's present expectations or beliefs concerning future events. The Company cautions that such statements are qualified by important factors that could cause actual results to differ materially from those in the forward looking statements, as well as the timing and occurrence (or nonoccurrence) of transactions and events which may be subject to circumstances beyond the Company's control. Consequently, results actually achieved may differ materially from the expected results included in these statements.
ITEM 8
ITEM 8 -- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
a. QUARTERLY CONSOLIDATED FINANCIAL DATA
The unaudited quarterly consolidated financial data for fiscal 2000 and fiscal 1999 contained on page 31 of the Company's 2000 Annual Report to Stockholders is incorporated herein by reference.
b. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following information contained on the respective pages indicated below in the Company's 2000 Annual Report to Stockholders is incorporated herein by reference:
	Report of Independent Accountants -- Page 17 	Consolidated Balance Sheets at June 29, 2000 and June 24, 1999 -- Pages 18 and 19 Consolidated Statements of Operations for the Year Ended June 29, 2000, the Year Ended June 24, 1999 and the Year Ended June 25, 1998 -- Page 20 	Consolidated Statements of Stockholders' Equity for the Year Ended June 29, 2000, the Year Ended June 24, 1999 and the Year Ended June 25, 1998 -- Page 20 Consolidated Statements of Cash Flows for the Year Ended June 29, 2000, the Year Ended June 24, 1999 and the Year Ended June 25, 1998 -- Page 21 	Notes to Consolidated Financial Statements -- Pages 22 through 31
ITEM 9
ITEM 9 -- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There were no disagreements on any matters of accounting principles or financial statement disclosure with the Company's independent accountants during the year ended June 29, 2000, the year ended June 24, 1999 or the year ended June 25, 1998.
PART III
ITEM 10
ITEM 10 -- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Sections entitled "Nominees for Election by The Holders of Common Stock" and "Nominees for Election by The Holders of Class A Stock" of the Company's Proxy Statement for the 2000 Annual Meeting and filed pursuant to Regulation 14A are incorporated herein by reference. Information relating to the executive officers of the Company is included immediately after Part I of this Report.
ITEM 11
ITEM 11 -- EXECUTIVE COMPENSATION
The Sections entitled "Compensation of Directors and Executive Officers", "Committees and Meetings of the Board of Directors" and "Compensation Committee Interlocks, Insider Participation and Certain Transactions" of the Company's Proxy Statement for the 2000 Annual Meeting are incorporated herein by reference.
ITEM 12
ITEM 12 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Section entitled "Security Ownership of Certain Beneficial Owners and Management" of the Company's Proxy Statement for the 2000 Annual Meeting is incorporated herein by reference.
ITEM 13
ITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Sections entitled "Executive Compensation" and "Compensation Committee Interlocks, Insider Participation and Certain Transactions" of the Company's Proxy Statement for the 2000 Annual Meeting are incorporated herein by reference.
PART IV
ITEM 14
ITEM 14 -- EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS
The following information contained on the respective pages indicated below in the Company's 2000 Annual Report to Stockholders is incorporated herein by reference and is filed as Exhibit 13 to this Report:
	Report of Independent Accountants -- Page 17 Consolidated Balance Sheets as of June 29, 2000 and June 24, 1999 -- Pages 18 and 19 Consolidated Statements of Operations for the Year Ended June 29, 2000, the Year Ended June 24, 1999 and the Year Ended June 25, 1998 -- Page 20 Consolidated Statements of Stockholders' Equity for the Year Ended June 29, 2000, the Year Ended June 24, 1999 and the Year Ended June 25, 1998 -- Page 20 Consolidated Statements of Cash Flows for the Year Ended June 29, 2000, the Year Ended June 24, 1999 and the Year Ended June 25, 1998 -- Page 21 	Notes to Consolidated Financial Statements -- Pages 22 through 31
(2) FINANCIAL STATEMENT SCHEDULES
	The following information included in this Report is filed as a part hereof:
	Report of Independent Accountants on Financial Statement Schedule 	Schedule II -- Valuation and Qualifying Accounts and Reserves
	All other schedules are omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto.
(3) EXHIBITS
	The exhibits required by Item 601 of Regulation S-K and filed herewith are listed in the Exhibit index which follows the signature page and immediately precedes the exhibits filed.
(b) REPORTS ON FORM 8-K
None filed during the quarter ended June 29, 2000.
(c) EXHIBITS
See Item 14(a)(3) above.
(d) FINANCIAL STATEMENT SCHEDULES
See Item 14(a)(2) above.
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.
JOHN B. SANFILIPPO & SON, INC. Date: September 21, 2000 By:/s/ JASPER B. SANFILIPPO ------------------------- Jasper B. Sanfilippo Chairman of the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Name Title Date - ------------------------ ------------------------------- ------------------ /s/ JASPER B. SANFILIPPO Chairman of the Board and Chief September 21, 2000 -------------------- Executive Officer and Director Jasper B. Sanfilippo (Principal Executive Officer)
/s/ Gary P. Jensen Executive Vice President Finance September 21, 2000 -------------- and Chief Financial Officer Gary P. Jensen (Principal Financial Officer)
/s/ William R. Pokrajac Controller September 21, 2000 ------------------- (Principal Accounting Officer) William R. Pokrajac
/s/ Mathias A. Valentine Director September 21, 2000 -------------------- Mathias A. Valentine
/s/ James R. Edgar Director September 21, 2000 -------------- James R. Edgar
/s/ John W.A. Buyers Director September 21, 2000 ---------------- John W.A. Buyers
/s/ Michael J. Valentine Director September 21, 2000 -------------------- Michael J. Valentine
/s/ Timothy R. Donovan Director September 21, 2000 ------------------ Timothy R. Donovan
/s/ Jeffrey T. Sanfilippo Director September 21, 2000 --------------------- Jeffrey T. Sanfilippo
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of John B. Sanfilippo & Son, Inc.
Our audits of the consolidated financial statements referred to in our report dated August 11, 2000 appearing on page 17 of the 2000 Annual Report to Stockholders of John B. Sanfilippo & Son, Inc. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedule listed in Item 14(a)(2) of this Form 10-K. In our opinion, the Financial Statement Schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
/s/ PRICEWATERHOUSECOOPERS LLP -------------------------- PRICEWATERHOUSECOOPERS LLP Chicago, Illinois August 11, 2000
JOHN B. SANFILIPPO & SON, INC. SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
For the year ended June 29, 2000, the year ended June 24, 1999 and the year ended June 25, 1998. (Dollars in thousands)
Balance at Beginning of Balance at Description Period Additions Deductions End of Period - ----------- ------------ --------- ---------- ------------- June 29, 2000 Allowance for doubtful accounts $660 $201 $ (92) $769
June 24, 1999 Allowance for doubtful accounts $846 $ 9 $(195) $660
June 25, 1998 Allowance for doubtful accounts $669 $338 $(161) $846
JOHN B. SANFILIPPO & SON, INC. EXHIBIT INDEX (Pursuant to Item 601 of Regulation S-K)
Exhibit Number Description - ------- ------------------------------------------------------------------ 1	Not applicable
2	Not applicable
3.1	Restated Certificate of Incorporation of Registrant(2)
3.2	Certificate of Correction to Restated Certificate(2)
3.3	Bylaws of Registrant(1)
4.1	Specimen Common Stock Certificate(3)
4.2	Specimen Class A Common Stock Certificate(3)
4.3	Second Amended and Restated Note Agreement by and between the Registrant and The Prudential Insurance Company of America ("Prudential") dated January 24, 1997 (the "Long-Term Financing Facility")(18)
4.4	7.87% Series A Senior Note dated September 29, 1992 in the original principal amount of $4.0 million due August 15, 2004 executed by the Registrant in favor of Prudential(5)
4.5	8.22% Series B Senior Note dated September 29, 1992 in the original principal amount of $6.0 million due August 15, 2004 executed by the Registrant in favor of Prudential(5)
4.6	8.22% Series C Senior Note dated September 29, 1992 in the original principal amount of $4.0 million due August 15, 2004 executed by the Registrant in favor of Prudential(5)
4.7	8.33% Series D Senior Note dated January 15, 1993 in the original principal amount of $3.0 million due August 15, 2004 executed by the Registrant in favor of Prudential(6)
4.8	6.49% Series E Senior Note dated September 15, 1993 in the original principal amount of $8.0 million due August 15, 2004 executed by the Registrant in favor of Prudential(9)
4.9	8.31% Series F Senior Note dated June 23, 1994 in the original principal amount of $8.0 million due May 15, 2006 executed by the Registrant in favor of Prudential(10)
4.10	8.31% Series F Senior Note dated June 23, 1994 in the original principal amount of $2.0 million due May 15, 2006 executed by the Registrant in favor of Prudential(10)
4.11	Amended and Restated Guaranty Agreement dated as of October 19, 1993 by Sunshine in favor of Prudential(8)
4.12	Amendment to the Second Amended and Restated Note Agreement dated May 21, 1997 by and among Prudential, Sunshine and the Registrant(19)
4.13	Amendment to the Second Amended and Restated Note Agreement dated March 31, 1998 by and among Prudential, the Registrant, Sunshine, and Quantz Acquisition Co., Inc. ("Quantz") (20)
4.14	Guaranty Agreement dated as of March 31, 1998 by JBS International, Inc. ("JBSI") in favor of Prudential(20)
4.15	Amendment and Waiver to the Second Amended and Restated Note Agreement dated February 5, 1999 by and among Prudential, the Registrant, Sunshine, JBSI and Quantz(23)
4.16	Note Purchase Agreement dated as of August 30, 1995 between the Registrant and Teachers Insurance and Annuity Association of America ("Teachers")(15)
4.17	8.30% Senior Note due 2005 in the original principal amount of $10.0 million, dated September 12, 1995 and executed by the Registrant in favor of Teachers(15)
4.18	9.38% Senior Subordinated Note due 2005 in the original principal amount of $15.0 million, dated September 12, 1995 and executed by the Registrant in favor of Teachers(15)
4.19	Guaranty Agreement dated as of August 30, 1995 by Sunshine in favor of Teachers (Senior Notes)(15)
4.20	Guaranty Agreement dated as of August 30, 1995 by Sunshine in favor of Teachers (Senior Subordinated Notes)(15)
4.21	Amendment, Consent and Waiver, dated as of March 27, 1996, by and among Teachers, Sunshine and the Registrant(17)
4.22	Amendment No. 2 to Note Purchase Agreement dated as of January 24, 1997 by and among Teachers, Sunshine and the Registrant(18)
4.23	Amendment to Note Purchase Agreement dated May 19, 1997 by and among Teachers, Sunshine and the Registrant(20)
4.24 Amendment No. 3 to Note Purchase Agreement dated as of March 31, 1998 by and among Teachers, Sunshine, Quantz and the Registrant(20)
4.25	Guaranty Agreement dated as of March 31, 1998 by JBSI in favor of Teachers (Senior Notes) (20)
4.26	Guaranty Agreement dated as of March 31, 1998 by JBSI in favor of Teachers (Senior Subordinated Notes) (20)
4.27	Amendment and Waiver to Note Purchase Agreement dated February 5, 1999 by and among Teachers, Sunshine, Quantz, JBSI and the Registrant(23)
4.28	Amendment and waiver to Note Purchase Agreement dated October 26, 1999 between Teachers and the Registrant(24)
5-9	Not applicable
10.1	Certain documents relating to $8.0 million Decatur County- Bainbridge Industrial Development Authority Industrial Development Revenue Bonds (John B. Sanfilippo & Son, Inc. Project) Series 1987 dated as of June 1, 1987(1)
10.2	Industrial Building Lease dated as of October 1, 1991 between JesCorp., Inc. and LNB, as Trustee under Trust Agreement dated March 17, 1989 and known as Trust No. 114243(14)
10.3	Industrial Building Lease (the "Touhy Avenue Lease") dated November 1, 1985 between Registrant and LNB, as Trustee under Trust Agreement dated September 20, 1966 and known as Trust No. 34837(11)
10.4	First Amendment to the Touhy Avenue Lease dated June 1, 1987(11)
10.5	Second Amendment to the Touhy Avenue Lease dated December 14, 1990(11)
10.6	Third Amendment to the Touhy Avenue Lease dated September 1, 1991(16)
10.7	Industrial Real Estate Lease (the "Lemon Avenue Lease") dated May 7, 1991 between Registrant, Majestic Realty Co. and Patrician Associates, Inc.(1)
10.8	First Amendment to the Lemon Avenue Lease dated January 10, 1996(17)
10.9	Mortgage, Assignment of Rents and Security Agreement made on September 29, 1992 by LaSalle Trust, not personally but as Successor Trustee under Trust Agreement dated February 7, 1979 and known as Trust Number 100628 in favor of the Registrant relating to the properties commonly known as 2299 Busse Road and 1717 Arthur Avenue, Elk Grove Village, Illinois(5)
10.10	Industrial Building Lease dated June 1, 1985 between Registrant and LNB, as Trustee under Trust Agreement dated February 7, 1979 and known as Trust No. 100628(1)
10.11	First Amendment to Industrial Building Lease dated September 29, 1992 by and between the Registrant and LaSalle Trust, not personally but as Successor Trustee under Trust Agreement dated February 7, 1979 and known as Trust Number 100628(5)
10.12	Second Amendment to Industrial Building Lease dated March 3, 1995 by and between the Registrant and LaSalle Trust, not personally but as Successor Trustee under Trust Agreement dated February 7, 1979 and known as Trust Number 100628(12)
10.13	Third Amendment to Industrial Building Lease dated August 15, 1998 by and between the Registrant and LaSalle Trust, not personally but as Successor Trustee under Trust Agreement dated February 7, 1979 and known as Trust Number 100628(21)
10.14	Ground Lease dated January 1, 1995 between the Registrant and LaSalle Trust, not personally but as Successor Trustee under Trust Agreement dated February 7, 1979 and known as Trust Number 100628(12)
10.15	Party Wall Agreement, dated March 3, 1995 between the Registrant, LaSalle Trust, not personally but as Successor Trustee under Trust Agreement dated February 7, 1979 and known as Trust Number 100628, and the Arthur/Busse Limited Partnership(12)
10.16	Secured Promissory Note in the amount of $6,223,321.81 dated September 29, 1992 executed by Arthur/Busse Limited Partnership in favor of the Registrant(5)
10.17	Tax Indemnification Agreement between Registrant and certain Stockholders of Registrant prior to its initial public offering(2)
*10.18	Indemnification Agreement between Registrant and certain Stockholders of Registrant prior to its initial public offering(2)
*10.19	The Registrant's 1991 Stock Option Plan(1)
*10.20	First Amendment to the Registrant's 1991 Stock Option Plan(4)
*10.21	John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number One among John E. Sanfilippo, as trustee of the Jasper and Marian Sanfilippo Irrevocable Trust, dated September 23, 1990, Jasper B. Sanfilippo, Marian R. Sanfilippo and Registrant, and Collateral Assignment from John E. Sanfilippo as trustee of the Jasper and Marian Sanfilippo Irrevocable Trust, dated September 23, 1990, as assignor, to Registrant, as assignee(7)
*10.22	John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number Two among Michael J. Valentine, as trustee of the Valentine Life Insurance Trust, dated May 15, 1991, Mathias Valentine, Mary Valentine and Registrant, and Collateral Assignment from Michael J. Valentine, as trustee of the Valentine Life Insurance Trust, dated May 15, 1991, as assignor, and Registrant, as assignee(7)
10.23	Outsource Agreement between the Registrant and Preferred Products, Inc. dated January 19, 1995 [CONFIDENTIAL TREATMENT REQUESTED](12)
10.24	Letter Agreement between the Registrant and Preferred Products, Inc. dated February 24, 1995, amending the Outsource Agreement dated January 19, 1994 [CONFIDENTIAL TREATMENT REQUESTED](12)
*10.25	The Registrant's 1995 Equity Incentive Plan(13)
10.26	Promissory Note (the "ILIC Promissory Note") in the original principal amount of $2.5 million, dated September 27, 1995 and executed by the Registrant in favor of Indianapolis Life Insurance Company ("ILIC")(16)
10.27	First Mortgage and Security Agreement (the "ILIC Mortgage") by and between the Registrant, as mortgagor, and ILIC, as mortgagee, dated September 27, 1995, and securing the ILIC Promissory Note and relating to the property commonly known as 3001 Malmo Drive, Arlington Heights, Illinois (16)
10.28	Assignment of Rents, Leases, Income and Profits dated September 27, 1995, executed by the Registrant in favor of ILIC and relating to the ILIC Promissory Note, the ILIC Mortgage and the Arlington Heights facility(16)
10.29	Environmental Risk Agreement dated September 27, 1995, executed by the Registrant in favor of ILIC and relating to the ILIC Promissory Note, the ILIC Mortgage and the Arlington Heights facility(16)
10.30	Credit Agreement dated as of March 31, 1998 among the Registrant, Sunshine, Quantz, JBSI, U.S. Bancorp Ag Credit, Inc. ("USB") as Agent, Keybank National Association ("KNA"), and LNB(20)
10.31	Revolving Credit Note in the principal amount of $35.0 million executed by the Registrant, Sunshine, Quantz and JBSI in favor of USB, dated as of March 31, 1998(20)
10.32	Revolving Credit Note in the principal amount of $15.0 million executed by the Registrant, Sunshine, Quantz and JBSI in favor of KNA, dated as of March 31, 1998(20)
10.33	Revolving Credit Note in the principal amount of $20.0 million executed by the Registrant, Sunshine, Quantz and JBSI in favor of LSB, dated as of March 31, 1998(20)
*10.34	The Registrant's 1998 Equity Incentive Plan(22)
*10.35	Employment Agreement, dated May 1, 1999 by and between Steven G. Taylor and the Registrant.(25)
10.36	Second Amendment to Credit Agreement dated May 10, 2000 by and among the Registrant, JBSI, USB as Agent, LNB and SunTrust Bank, N.A. (replacing KNA).
11-12 Not applicable
13	2000 Annual Report to Stockholders
14-20	Not applicable
21	Subsidiaries of the Registrant
22	Not applicable
23	Consent of PricewaterhouseCoopers LLP
24-26	Not applicable
27	Financial Data Schedule
28-99	Not applicable
- ------------------------------------------------------------------------
(1) Incorporated by reference to the Registrant's Registration Statement on Form S-1, Registration No. 33-43353, as filed with the Commission on October 15, 1991 (Commission File No. 0-19681).
(2)	Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1991 (Commission File No. 0-19681).
(3)	Incorporated by reference to the Registrant's Registration Statement on Form S-1 (Amendment No. 3), Registration No. 33-43353, as filed with the Commission on November 25, 1991 (Commission File No. 0-19681).
(4)	Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the second quarter ended June 25, 1992 (Commission File No. 0-19681).
(5)	Incorporated by reference to the Registrant's Current Report on Form 8-K dated September 29, 1992 (Commission File No. 0-19681).
(6)	Incorporated by reference to the Registrant's Current Report on Form 8-K dated January 15, 1993 (Commission File No. 0-19681).
(7)	Incorporated by reference to the Registrant's Registration Statement on Form S-1, Registration No. 33-59366, as filed with the Commission on March 11, 1993 (Commission File No. 0-19681).
(8)	Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the third quarter ended September 30, 1993 (Commission File No. 0-19681).
(9)	Incorporated by reference to the Registrant's Current Report on Form 8-K dated September 15, 1993 (Commission file No. 0-19681).
(10)	Incorporated by reference to the Registrant's Current Report and Form 8-K dated June 23, 1994 (Commission File No. 0-19681).
(11)	Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (Commission File No. 0-19681).
(12)	Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (Commission File No. 0-19681).
(13)	Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the first quarter ended March 30, 1995 (Commission File No. 0-19681).
(14)	Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the second quarter ended June 29, 1995 (Commission File No. 0-19681).
(15)	Incorporated by reference to the Registrant's Current Report on Form 8-K dated September 12, 1995 (Commission File No. 0-19681).
(16)	Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the third quarter ended September 28, 1995 (Commission file No. 0-19681).
(17)	Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (Commission file No. 0-19681).
(18) 	Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (Commission file No. 0-19681).
(19) Incorporated by reference to the Registrant's Current Report on Form 8-K dated May 21, 1997 (Commission file No. 0-19681).
(20) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the third quarter ended March 26, 1998 (Commission file No. 0-19681) . (21)	Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 25, 1998 (Commission file No. 0-19681).
(22)	Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the first quarter ended September 24, 1998 (Commission file No. 0-19681).
(23)	Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the second quarter ended December 24, 1998 (Commission file No. 0-19681).
(24)	Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the first quarter ended September 23, 1999 (Commission file No. 0-19681).
(25)	Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the second quarter ended December 23, 1999 (Commission file No. 0-19681).
* Indicates a management contract or compensatory plan or arrangement required to be filed as an exhibit to this form pursuant to Item 14(c).
John B. Sanfilippo & Son, Inc. will furnish any of the above exhibits to its stockholders upon written request addressed to the Secretary at the address given on the cover page of this Form 10-K. The charge for furnishing copies of the exhibits is $.25 per page, plus postage.