-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SlsMFqnV+XSnKLau3QtcAUqmwETr1oPJg1Xgm+n8c82ourGBdBGN7opD9PMa8sVp GPGGSCYYcmfzospd3CcEow== 0001029869-98-000795.txt : 19980615 0001029869-98-000795.hdr.sgml : 19980615 ACCESSION NUMBER: 0001029869-98-000795 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971227 FILED AS OF DATE: 19980612 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AU BON PAIN CO INC CENTRAL INDEX KEY: 0000724606 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 042723701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-19253 FILM NUMBER: 98646891 BUSINESS ADDRESS: STREET 1: 19 FID KENNEDY AVE CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6174232100 MAIL ADDRESS: STREET 1: 19 FID KENNEDY AVE CITY: BOSTON STATE: MA ZIP: 02210 10-K/A 1 AU BON PAIN FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------- FORM 10-K/A ------------------------- AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 27, 1997 COMMISSION FILE NUMBER 0-19253 ------------------------- AU BON PAIN CO., INC. --------------------- (Exact name of registrant as specified in its charter) DELAWARE 04-2723701 -------- ---------- (State or other jurisdiction (I.R.S. employer of incorporation or identification No.) organization) 19 FID KENNEDY AVENUE, BOSTON, MASSACHUSETTS 02210 - -------------------------------------------- ----- (Address of principal executive offices) (Zip Code) (617) 423-2100 -------------- (Registrant's telephone number, including area code) AMENDMENT NO. 2 --------------- The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report for the fiscal year ended December 27, 1997 on Form 10-K as set forth in the pages attached hereto: 1. Part IV: Item 14 - Exhibits, Financial Statement Schedules, and Reports on Form 8-K. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a) 1. FINANCIAL STATEMENTS. The following described consolidated financial statements of the Company are included in this report: Report of Independent Accountants. Consolidated Balance Sheets at December 28, 1996 and December 27, 1997. Consolidated Statements of Operations for the years ended December 30, 1995, December 28, 1996 and December 27, 1997. Consolidated Statements of Cash Flows for the years ended December 30, 1995, December 28, 1996 and December 27, 1997. Consolidated Statements of Stockholders' Equity for the years ended December 30, 1995, December 28, 1996 and December 27, 1997. Notes to Consolidated Financial Statements. 2. FINANCIAL STATEMENTS SCHEDULE. ----------------------------- The following financial statement schedule for the Company is filed herewith: Schedule II - Valuations and Qualifying Accounts. Schedule II AU BON PAIN CO., INC. VALUATION AND QUALIFYING ACCOUNTS (in thousands) ================================================================================ Balance at Balance beginning at end Description: of period Additions Deductions of period - -------------------------------------------------------------------------------- Allowance for Doubtful Accounts Fiscal Year ended Dec. 30, 1995 $ 76 $ 73 $89 $ 60 Fiscal Year ended Dec. 28, 1996 $ 60 $ 69 $25 $ 104 Fiscal Year ended Dec. 27, 1997 $104 $ 49 $19 $ 134 Valuation Allowance Fiscal Year ended Dec. 27, 1997 $ 0 $1,308 $ 0 $1,308 All other schedules are omitted because not applicable or not required by Regulation S-X. 3. EXHIBITS. -------- Exhibit NUMBER DESCRIPTION - ------- ----------- 2.1 Asset Purchase Agreement by and among Au Bon Pain Co., Inc., ABP Midwest Manufacturing Co., Inc. and Bunge Foods Corporation dated as of February 11, 1998; Amendment to Asset Purchase Agreement, dated as of March 23, 1998.* 3.1 Certificate of Incorporation of Registrant, as amended to June 2, 1991. Incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994. 3.1.1 Certificate of Amendment to Certificate of Incorporation, dated and filed June 3, 1991. Incorporated by reference to Exhibit 3.1.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994. 3.1.2 Certificate of Amendment to the Certificate of Incorporation filed on June 2, 1994. Incorporated by reference to Exhibit 3.1.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994. 3.1.3 Certificate of Designations, Preferences and Rights of the Class B Preferred Stock (Series 1), filed November 30, 1994. Incorporated by reference to Exhibit 3.1.3 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994. 3.2 Bylaws of Registrant, as amended to date. Incorporated by reference to Registrant's registration statement on Form S-1 (File No. 33-40153), Exhibit 3.2. 4.1.1 Amended and Restated Revolving Credit Agreement dated as of February 13, 1998 among the Issuer, Saint Louis Bread Company, Inc., ABP Midwest Manufacturing Co., Inc., BankBoston, N.A., USTrust and BankBoston N.A. as Agent.* 4.1.2 Amended and Restated Revolving Credit Note dated as of February 13, 1998 of the Issuer, Saint Louis Bread Company, Inc. and ABP Midwest Manufacturing Co., Inc. in favor of BankBoston, N.A.* 4.1.3 Amended and Restated Revolving Credit Note dated as of February 13, 1998 of the Issuer, Saint Louis Bread Company, Inc. and ABP Midwest Manufacturing Co., Inc. in favor of USTrust.* 4.2 Form of 4.75% Convertible Subordinated Note due 2001. Incorporated by reference to Registrant's Form 8-K filed December 22, 1993, Exhibit 4. 4.3.1 Investment Agreement dated as of July 24, 1996 by and between Au Bon Pain Co., Inc., Saint Louis Bread Company, Inc., ABP Midwest Manufacturing Co., Inc., Allied Capital Corporation, Allied Capital Corporation II, Capital Trust Investments, Ltd. Incorporated by reference to Exhibit 4.3.1 of Registrant's Annual Report on Form 10-K for the year ended December 28, 1996. 4.3.2 Senior Subordinated Debenture dated as of July 24, 1996 in the amount of $3,600,000 from Au Bon Pain Co., Inc., Saint Louis Bread Company, Inc., and ABP Midwest Manufacturing Co., Inc. payable to Allied Capital Corporation. Incorporated by reference to Exhibit 4.3.2 of Registrant's Annual Report on Form 10-K for the year ended December 28, 1996. 4.3.3 Senior Subordinated Debenture dated as of July 24, 1996 in the amount of $7,500,000 to Au Bon Pain Co., Inc., Saint Louis Bread Company, Inc., and ABP Midwest Manufacturing Co., Inc. payable to Capital Trust Investments, Ltd. Incorporated by reference to Exhibit 4.3.3 of Registrant's Annual Report on Form 10-K for the year ended December 28, 1996. 4.3.4 Senior Subordinated Debenture dated as of July 24, 1996 in the amount of $3,900,000 from Au Bon Pain Co., Inc., Saint Louis Bread Company, Inc., and ABP Midwest Manufacturing Co., Inc. payable to Allied Capital Corporation II. Incorporated by reference to Exhibit 4.3.4 of Registrant's Annual Report on Form 10-K for the year ended December 28, 1996. 10.1 Distribution Service Agreement between the Registrant and the SYGMA Network, Inc., dated December 2, 1994. Incorporated by reference to Exhibit 10.1.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994. 10.2 Lease from Economic Development and Industrial Corporation to the Registrant, dated December 14, 1982, as amended August 1, 1984 and July 1, 1985. Incorporated by reference to Registrant's registration statement on Form S-1 (File No. 33-40153), Exhibit 10.8. 10.3.1 Registrant's Non-Qualified Stock Option Plan For Employees and forms of option agreements thereunder. Incorporated by reference to Registrant's registration statement on Form S-1 (File No. 33-40153), Exhibit 10.10. 10.3.2 Registrant's 1992 Equity Incentive Plan and form of non-qualified option agreement thereunder. Incorporated by reference to Registrant's registration statement on Form S-1 (File No. 33-40153), Exhibit 10.13. 10.3.3 Registrant's 1992 Employee Stock Purchase Plan. Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 30, 1995. 10.3.4 Registrant's Formula Stock Option Plan for Independent Directors and form of option agreement thereunder, as amended. Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 30, 1995. 10.4 Amended and Restated Coffee Supply Agreement by and among Registrant and Peet's Companies, Inc., Peet's Coffee and Tea, Inc., and Peet's Trademark Company, dated as of the 26th day of October, 1994. Incorporated by reference to Exhibit 10.8 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994. 10.5 Indenture of Trust dated as of July 1, 1995 by and between the Industrial Development Authority of the City of Mexico, Missouri and Mark Twain Bank, as Trustee. Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 30, 1995. 10.5.1 Loan Agreement dated as of July 1, 1995 by and between the Industrial Development Authority of the City of Mexico, Missouri and ABP Midwest Manufacturing Co., Inc. Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 30, 1995. 10.5.2 Promissory Note issued by ABP Midwest Manufacturing Co., Inc. in the face amount of $8,741,370. Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 30, 1995. 10.6.1 Employment Agreement between the Registrant and Richard Postle. Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 30, 1995.+ 10.6.2 Employment Agreement between the Registrant and Robert Taft. Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 28, 1996.+ 10.6.3 Employment Agreement between the Registrant and Maxwell Abbott. Incorporated by reference to Exhibit 10.6.3 of the Registrant's Annual Report on Form 10-K for the year ended December 28, 1996.+ 10.6.4 Employment Letter between the Registrant and Samuel Yong. Incorporated by reference to Exhibit 10.6.4 of the Registrant's Annual Report on Form 10-K for the year ended December 28, 1996.+ 10.7.1 Form of Stock Purchase Warrant from Au Bon Pain Co., Inc. to Allied Capital Corporation, Allied Capital Corporation II, and Capital Trust Investments, Ltd. Incorporated by reference to Exhibit 10.7.1 of the Registrant's Annual Report on Form 10-K for the year ended December 28, 1996. 10.7.2 Form of Contingent Stock Purchase Warrant from Au Bon Pain Co., Inc. to Allied Capital Corporation, Allied Capital Corporation II and Capital Trust Investments, Ltd. Incorporated by reference to Exhibit 10.7.2 of the Registrant's Annual Report on Form 10-K for the year ended December 28, 1996. 10.7.3 Form of Stock Purchase Warrant from Au Bon Pain Co, Inc. to Princes Gate Investors, L.P., Acorn Partnership I L.P., PG Investments Limited, PGI Sweden AB and Gregor Von Open. Incorporated by reference to Exhibit 10.7.3 of the Registrant's Annual Report on Form 10-K for the year ended December 28, 1996. 10.7.4 Registration Rights Agreement dated as of July 24, 1996 among Allied Capital Corporation, Allied Capital Corporation II, Capital Trust Investments, Ltd., Princes Gate Investors, L.P., Acorn Partnership I, L.P., PGI Investments Limited, PGI Sweden AB, Gregor Von Open and Au Bon Pain Co., Inc., Incorporated by reference to Exhibit 10.7.4 of the Registrant's Annual Report on Form 10-K for the year ended December 28, 1996. 10.8.4 Form of Rights Agreement, dated as of October 21, 1996 between the Registrant and State Street Bank and Trust Company. Incorporated by reference to the Registrant's Registration Statement on Form 8-A (File No. 000-19253). 10.9 Bakery Product Supply Agreement by and between Bunge Foods Corporation and Saint Louis Bread Company, Inc. dated as of March 23, 1998.* 10.10 Bakery Product Supply Agreement by and between Bunge Foods Corporation and Au Bon Pain Co., Inc. dated as of March 23, 1998.* 21 Registrant's Subsidiaries. Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 28, 1996. 23.1 Consent of Coopers & Lybrand L.L.P.** 27 Financial Data Schedule.* - -------------------------- ** The previously filed Consent of Coopers & Lybrand L.L.P. is hereby amended and replaced by Exhibit 23.1 filed herewith. * Previously filed. + Management contract or compensatory plan required to be filed as an exhibit to this Form 10-K pursuant to Item 14(c). (b) Reports on Form 8-K. During the last quarter of the fiscal year covered by this report, the Company filed no report on Form 8-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. AU BON PAIN CO., INC. By: /s/ Louis I. Kane ------------------------------------- Louis I. Kane, Co-Chairman of the Board Date: June 12, 1998 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this amendment has been duly signed by the following persons on behalf of the registrant and in the capacities and on the date indicated: /s/ Louis I. Kane /s/ Ronald M. Shaich - ------------------------------------ -------------------------------------- Louis I. Kane, Co-Chairman of Ronald M. Shaich, Co-Chairman of the the Board and Director Board, Chief Executive Officer, and Director (principal executive officer) /s/ Anthony J. Carroll - ------------------------------------ -------------------------------------- Anthony J. Carroll, Chief Francis W. Hatch, Director Financial Officer (principal financial and accounting officer) /s/ Henry J. Nasella - ------------------------------------ -------------------------------------- George E. Kane, Director Henry J. Nasella, Director /s/ James R. McManus - ------------------------------------ James R. McManus, Director All dated: June 12, 1998 Exhibit Index
Exhibit Item Page - ------- ---- ---- 2.1 Asset Purchase Agreement by and among Au Bon Pain Co., Inc., ABP Midwest Manufacturing Co., Inc. and Bunge Foods Corporation dated as of February 11, 1998; Amendment to Asset Purchase Agreement, dated as of March 23, 1998.* 4.1.1 Amended and Restated Revolving Credit Agreement dated as of February 13, 1998 among the Issuer, Saint Louis Bread Company, Inc., ABP Midwest Manufacturing Co., Inc., BankBoston, N.A., USTrust and BankBoston N.A. as Agent.* 4.1.2 Amended and Restated Revolving Credit Note dated as of February 13, 1998 of the Issuer, Saint Louis Bread Company, Inc. and ABP Midwest Manufacturing Co., Inc. in favor of BankBoston, N.A.* 4.1.3 Amended and Restated Revolving Credit Note dated as of February 13, 1998 of the Issuer, Saint Louis Bread Company, Inc. and ABP Midwest Manufacturing Co., Inc. in favor of USTrust.* 10.9 Bakery Product Supply Agreement by and between Bunge Foods Corporation and Saint Louis Bread Company, Inc. dated as of March 23, 1998.* 10.10 Bakery Product Supply Agreement by and between Bunge Foods Corporation and Au Bon Pain Co., Inc. dated as of March 23, 1998.* 23.1 Consent of Coopers & Lybrand L.L.P.** 27 Financial Data Schedule.* ** The previously filed Consent of Coopers & Lybrand L.L.P. is hereby amended and replaced by Exhibit 23.1 filed herewith. * Previously filed.
EX-23.1 2 CONSENT OF INDEPENDENT ACCOUNTANTS CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statements of Au Bon Pain Co., Inc. on Form S-8 (File Nos. 33-46682, 33-46683, 33-96510 and 33-01668) and Form S-3 (File No. 33-82292) of our report dated February 13, 1998, except for Note 17 as to which the date is March 23, 1998, on our audits of the consolidated financial statements and financial statement schedules of Au Bon Pain Co., Inc. as of December 27, 1997 and December 28, 1996, and for each of the three years in the period ended December 27, 1997, which report is included in this Annual Report on Form 10-K. /s/ COOPERS & LYBRAND, L.L.P. Coopers & Lybrand L.L.P. Boston, Massachusetts June 9, 1998 -----END PRIVACY-ENHANCED MESSAGE-----