Note 5 - Capital Stock and Transactions With Related Parties

12 Months Ended

Apr. 28, 2018

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

5. CAPITAL STOCK AND TRANSACTIONS WITH RELATED PARTIES

The Company paid a special cash dividend on Common Stock of

$69.9

million (

$1.50

per share) on

August 4, 2017

and

January 27, 2017.

On

January 25, 2013,

the Company sold

400,000

shares of Special Series D Preferred Stock, par value

$1

per share (“Series D Preferred”) for an aggregate purchase price of

$20

million. On

April 29, 2016,

the Company redeemed the final remaining

120,000

shares of Series D Preferred for an aggregate price of

$6

million plus accrued dividends. In addition, the Company has

150,000

shares of Series C Preferred Stock, par value

$1

per share, which are held as treasury stock.

The Company is authorized under its stock buyback program to repurchase

1.6

million shares of Common Stock. As of

April 28, 2018,

502,060

shares were purchased under the program and

1,097,940

shares were available for purchase.

No

shares of Common Stock have been repurchased 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 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 or its personnel. The Board of Directors on numerous occasions contemplated incentive compensation and, while shareholder value has increased over

$4.8

billion (or

11,000%

) since the inception of this agreement,

no

incentive compensation has been paid. We incurred management fees to CMA of

$9.8

million for Fiscal

2018,

$8.3

million for Fiscal

2017

and

$7.0

million for Fiscal

2016.

Included in accounts payable were amounts due CMA of

$2.4

million at

April 28, 2018

and

$2.1

million at

April 29, 2017.