10-K/A 1 r10ka03.txt FORM 10K FILING AMENDED ONLY TO ADD CORRECTED PRESS RELEASE SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 29, 2003 Commission file Number 1-7829 BOWL AMERICA INCORPORATED (Exact name of registrant as specified in its charter.) MARYLAND 54-0646173 (State of Incorporation) (I.R.S. Employer Identification No.) 6446 Edsall Road, Alexandria, Virginia 22312 (Address of principal executive offices) (Zip Code) (703)941-6300 Registrant's telephone number, including area code Securities Registered Pursuant to Section 12(b) of the Act: Title of Class Name of Exchange on which registered Common stock (par value $.10) American Stock Exchange Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K, Section 229.405 of this Chapter, is not contained herein, and will not be contained to the best of registrant's knowledge, in definitive Proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. YES [X] NO [ ] Indicate by check mark whether the registrant is an accelerated filer (as Defined in Exchange Act Rule 12 b-2). YES [ ] NO [X] As of August 18, 2003, 3,670,112 Class A common shares were outstanding, and the aggregate market value of the common shares (based upon the closing price of these shares on the American Stock Exchange) of Bowl America Incorporated held by nonaffiliates was approximately $47 million; 1,468,462 Class B common shares were outstanding. Class B common shareholders have the right to convert their Class B common to Class A common stock on a share for share basis. If the Class B shares were converted to Class A shares as of August 18, 2003, the total aggregate market value for both classes of common stock would be approximately $66 million. (This includes the amount of shares held by all officers and directors as a group and by anyone known to own more than 5% of the stock.) BOWL AMERICA INCORPORATED INDEX TO FISCAL 2003 10-K FILING PART I Page Cover Page Documents Incorporated by Reference Index ITEM 1. Business (a) General Development of Business 1 (b) Financial Information about Industry Segments 1 (c) Narrative Description of Business 1 (d) Foreign Operations 1 ITEM 2. Properties 2 ITEM 3. Legal Proceedings 2 ITEM 4. Submission of Matters to a Vote of Security Holders 2 PART II ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters 2 ITEM 6. Selected Financial Data 2 ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 2 ITEM 7a.Quantitative and Qualitative Disclosure About Market Risk 2 ITEM 8. Financial Statements and Supplementary Data 3 ITEM 9. Changes in and Disagreements with Accountants and Financial Disclosure 3 ITEM 9A.Controls and Procedures 3 PART III ITEM 10.Directors and Executive Officers of the Registrant 3 ITEM 11.Executive Compensation 3 ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (a) Security Ownership of Certain Beneficial Owners 3 (b) Security Ownership of Management 3 (c) Changes in Control 3 (d) Securities Authorized for Issuance Under Equity Compensation Plans 3 BOWL AMERICA INCORPORATED INDEX TO FISCAL 2003 10-K FILING PART III (Continued) Page ITEM 13.Certain Relationships and Related Transactions (a) Transactions with Management and Others 3 (b) Certain Business Relationships 3 (c) Indebtedness of Management 3 (d) Transactions with Promoters 3 ITEM 14.Principal Accountant Fees and Services 3 PART IV ITEM 15.Exhibits, Financial Statements and Reports on Form 8-K (a)1. Financial Statements 4 (a)2. Exhibits 4 (b) Reports on Form 8-K 4 Signatures 5-6 BOWL AMERICA INCORPORATED SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BOWL AMERICA INCORPORATED Leslie H. Goldberg President and Principal Executive & Operating Officer Date: September 25, 2003 Cheryl A. Dragoo Chief Financial Officer, Assistant Treasurer and Controller Principal Accounting Officer Date: September 25, 2003 BOWL AMERICA INCORPORATED SIGNATURES 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 and in the capacities and the dates indicated. Name, Title, Capacity Leslie H. Goldberg President, Principal Executive & Operating Officer & Director Date: September 25, 2003 Ruth Macklin A. Joseph Levy Senior Vice President-Treasurer Senior Vice President-Secretary and Director and Director Date: September 25, 2003 Date: September 25, 2003 Warren T. Braham Stanley H. Katzman Director Director Date: September 25, 2003 Date: September 25, 2003 Allan L. Sher Merle Fabian Director Director Date: September 25, 2003 Date: September 25, 2003 Irvin Clark Director Date: September 25, 2003