Note 5 - Capital Stock and Transactions with Related Parties

12 Months Ended

Apr. 28, 2012

Related Party Transactions Disclosure [Text Block]

5.         CAPITAL STOCK AND TRANSACTIONS WITH RELATED PARTIES

The Company paid special cash dividends of $106.3 million ($2.30 per share) on February 14, 2011 and $62.3 million ($1.35 per share) on January 22, 2010.

In April 2012, the Board of Directors authorized an increase in the Company’s Stock Buyback Program from 800,000 to 1.6 million shares of common stock.  As of April 28, 2012, 502,060 shares were purchased under the program and 1,097,940 shares were available for purchase.  There were no shares purchased during the last three fiscal years.

The Company is a party to a management agreement with Corporate Management Advisors, Inc. (“CMA”), a corporation owned by our Chairman and Chief Executive Officer.  This agreement was originated in 1991 for the efficient use of management of two public companies at the time.  In 1994, one of those public entities, through a merger, no longer was managed in this manner.  Under the terms of the agreement, CMA provides, subject to the direction and supervision of the Board of Directors of the Company, (i) senior corporate functions (including supervision of the Company’s financial, legal, executive recruitment, internal audit and management information systems departments) as well as the services of a Chief Executive Officer and Chief Financial Officer, and (ii) services in connection with acquisitions, dispositions and financings by the Company, including identifying and profiling acquisition candidates, negotiating and structuring potential transactions and arranging financing for any such transaction.  CMA, through its personnel, also provides, to the extent possible, the stimulus and creativity to develop an innovative and dynamic persona for the Company, its products and corporate image.  In order to fulfill its obligations under the management agreement, CMA employs numerous individuals, whom, acting as a unit, provide management, administrative and creative functions for the Company.  The management agreement provides that the Company will pay CMA an annual base fee equal to one percent of the consolidated net sales of the Company, and further provides that the Compensation and Stock Option Committee and the Board of Directors may from time to time award additional incentive compensation to CMA.  While our sales from inception of this agreement have increased 63% and enterprise value has increased 896%, no incentive compensation has been paid.   We incurred management fees to CMA of $6.3 million for Fiscal 2012, $6.0 million for Fiscal 2011 and $5.9 million for Fiscal 2010.  Included in accounts payable were amounts due CMA of $3.0 million at April 28, 2012.