-----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, Ku9pafTJAP7ecWCULJZH6liz2BFlFrFWsCoRvIg55sTwijV4Hi+XgO8pr/y3Ysq2 JuhAel77RYv/ldZKPBQqUw== 0000916641-99-000537.txt : 19990630 0000916641-99-000537.hdr.sgml : 19990630 ACCESSION NUMBER: 0000916641-99-000537 CONFORMED SUBMISSION TYPE: 11-KT PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESKIMO PIE CORP CENTRAL INDEX KEY: 0000787520 STANDARD INDUSTRIAL CLASSIFICATION: ICE CREAM & FROZEN DESSERTS [2024] IRS NUMBER: 540571720 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-KT SEC ACT: SEC FILE NUMBER: 000-19867 FILM NUMBER: 99654328 BUSINESS ADDRESS: STREET 1: 901 MOOREFIELD PARK DR CITY: RICHMOND STATE: VA ZIP: 23236 BUSINESS PHONE: 8045608400 MAIL ADDRESS: STREET 1: 901 MOOREFIELD PARK DR CITY: RICHMOND STATE: VA ZIP: 23236 11-KT 1 ESKIMO PIE CORPORATION 11-KT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K [ X ] Annual report pursuant to section 15(d) of the Securities Exchange Act of 1934 for the fiscal year ending December 31, 1998. OR [ ] Transition report pursuant to section 15(d) of the Securities Exchange Act of 1934. Commission file number 0-19867 A. Full title of the Plan: ESKIMO PIE CORPORATION SAVINGS PLAN B. Name of the issuer of the securities held pursuant to the plan and the address of its principle executive office: ESKIMO PIE CORPORATION 901 MOORFIELD PARK DRIVE RICHMOND, VIRGINIA 23236 (804) 560-8400 FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES ESKIMO PIE CORPORATION SAVINGS PLAN DECEMBER 31, 1998 AND 1997 AND YEAR ENDED DECEMBER 31, 1998 WITH REPORT OF INDEPENDENT AUDITORS Eskimo Pie Corporation Savings Plan Financial Statements and Supplemental Schedules December 31, 1998 and 1997 and year ended December 31, 1998 TABLE OF CONTENTS Report of Independent Auditors..............................................1 Audited Financial Statements Statements of Net Assets Available for Benefits.............................2 Statement of Changes in Net Assets Available for Benefits...................3 Notes to Financial Statements...............................................4 Supplemental Schedules Line 27a-Schedule of Assets Held for Investment Purposes....................8 Line 27d-Schedule of Reportable Transactions................................9 Report of Independent Auditors Plan Administrator Eskimo Pie Corporation Savings Plan We have audited the accompanying statements of net assets available for benefits of the Eskimo Pie Corporation Savings Plan as of December 31, 1998 and 1997, and the related statement of changes in net assets available for benefits for the year ended December 31, 1998. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1998 and 1997, and the changes in its net assets available for benefits for the year ended December 31, 1998, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1998, and reportable transactions for the year then ended, are presented for purpose of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The Fund Information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purpose of additional analysis rather than to present the net assets available for benefits and the changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Richmond, Virginia June 22, 1999 Eskimo Pie Corporation Savings Plan Statements of Net Assets Available for Benefits, With Fund Information
PARTICIPANT-DIRECTED -------------------------------------------------------------------------------------------- FIRST UNION FIRST UNION EVERGREEN FIDELITY STABLE ENHANCED SHORT- FIDELITY ADVISOR GROWTH COMPANY GROUP TRUST STOCK MARKET INTERMEDIATE PURITAN OPPORTUNITIES STOCK PORTFOLIO FUND BOND FUND FUND FUND FUND ---------------- -------------- --------------- ------------- ------------------ ----------- DECEMBER 31, 1998 ASSETS Investments, at fair value: Common trust funds $ 516,896 $ 905,463 $ - $ - $ - $ - Shares of registered investment companies - - 191,478 887,950 1,330,238 - Common stock - - - - - 122,856 Participant loans - - - - - - ---------------- -------------- --------------- ------------- ------------------ ----------- Net assets available for benefits $ 516,896 $ 905,463 $ 191,478 $ 887,950 $ 1,330,238 $ 122,856 ================ ============== =============== ============= ================== ===========
PARTICIPANT- NON-PARTICIPANT DIRECTED DIRECTED --------------- -------------- COMPANY LOANS TO STOCK PARTICIPANTS FUND TOTAL -------------- -------------- ------------- DECEMBER 31, 1998 ASSETS Investments, at fair value: Common trust funds $ - $ - $ 1,422,359 Shares of registered investment companies - - 2,409,666 Common stock - 253,828 376,684 Participant loans 79,709 - 79,709 -------------- ------------- ------------- Net assets available for benefits $ 79,709 $ 253,828 $ 4,288,418 ============== ============== =============
PARTICIPANT-DIRECTED ------------------------------------------------------------------------------------------------ FIRST UNION FIRST UNION EVERGREEN FIDELITY STABLE ENHANCED SHORT- FIDELITY ADVISOR GROWTH COMPANY GROUP TRUST STOCK MARKET INTERMEDIATE PURITAN OPPORTUNITIES STOCK DECEMBER 31, 1997 PORTFOLIO FUND BOND FUND FUND FUND FUND ---------------- -------------- ----------------- -------------- ----------------- ------------ ASSETS Investments, at fair value: Common trust funds $ 511,316 $ 697,156 $ - $ - $ - $ - Shares of registered investment companies 160,728 838,273 1,104,655 - Common stock - - - - - 67,846 Participant loans - - - - - - ---------------- -------------- ----------------- -------------- ----------------- ------------ Total investments 511,316 697,156 160,728 838,273 1,104,655 67,846 Receivables Due from employer - - - - - - Due from employees 3,497 5,162 1,826 7,749 9,706 736 LIABILITIES Contribution refunds payable - 5,308 335 4,808 8,173 - ---------------- -------------- ----------------- -------------- ----------------- ------------ Net assets available for benefits $ 514,813 $ 697,010 $ 162,219 $ 841,214 $ 1,106,188 $ 68,582 ================ ============== ================= ============== ================= ============
NON-PARTICIPANT DIRECTED -------------- ------------- COMPANY LOANS TO STOCK DECEMBER 31, 1997 PARTICIPANTS FUND TOTAL ------------- ------------- ------------- ASSETS Investments, at fair value: Common trust funds $ - $ - $ 1,208,472 Shares of registered investment companies - - 2,103,656 Common stock - $ 96,574 164,420 Participant loans 114,738 - 114,738 ------------- ------------- ------------- Total investments 114,738 96,574 3,591,286 Receivables Due from employer - 11,492 11,492 Due from employees - - 28,676 LIABILITIES Contribution refunds payable - - 18,624 ------------- ------------- ------------- Net assets available for benefits $ 114,738 $ 108,066 $ 3,612,830 ============= ============= =============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 2 Eskimo Pie Corporation Savings Plan Year ended December 31, 1998 Statement of Changes in Net Assets Available for Benefits, With Fund Information
PARTICIPANT-DIRECTED -------------------------------------------------------------------------------------- FIRST UNION FIRST UNION EVERGREEN FIDELITY STABLE ENHANCED SHORT- FIDELITY ADVISOR GROWTH GROUP TRUST STOCK MARKET INTERMEDIATE PURITAN OPPORTUNITIES PORTFOLIO FUND BOND FUND FUND FUND -------------------------------------------------------------------------------------- Employer contributions $ 489 $ 244 $ 244 $ 244 $ - Employee contributions 44,624 82,292 25,982 86,172 114,560 Employee rollovers 1,951 5,186 - 7,137 17,336 Investment income - - - 272 - -------------------------------------------------------------------------------------- 47,064 87,722 26,226 93,825 131,896 Deductions and Transfers: Withdrawals by participants (63,714) (52,443) (89,395) (169,858) (147,574) Interfund transfers and loan originations (9,860) (24,664) 77,526 (3,015) (15,472) Other (276) (177) (53) (188) (196) -------------------------------------------------------------------------------------- Net appreciation in fair value of investments 28,869 198,015 14,955 125,972 255,396 -------------------------------------------------------------------------------------- Net increase (decrease) 2,083 208,453 29,259 46,736 224,050 Net assets available for plan benefits at beginning of year 514,813 697,010 162,219 841,214 1,106,188 -------------------------------------------------------------------------------------- Net assets available for plan benefits at end of year $516,896 $ 905,463 $ 191,478 $ 887,950 $1,330,238 ======================================================================================
PARTICIPANT- NON-PARTICIPANT DIRECTED DIRECTED ------------------------------------- ----------------- COMPANY COMPANY STOCK LOANS TO STOCK FUND PARTICIPANTS FUND TOTAL ---------------------------------- ------------------------------- Employer contributions $ - $ - $127,193 $ 128,414 Employee contributions 29,877 - - 383,507 Employee rollovers - - - 31,610 Investment income - 9,733 - 10,005 ----------------------- ------------------------------------------ 29,877 9,733 127,193 553,536 Deductions and Transfers: Withdrawals by participants (107) (11,450) (12,619) (547,160) Interfund transfers and loan originations 9,332 (33,312) (535) - Other (33) - - (923) ----------------------- ------------------------------------------ 9,192 (44,762) (13,154) (548,083) Net appreciation in fair value of investments 15,205 - 31,723 670,135 ----------------------- ------------------------------------------ Net increase (decrease) 54,274 (35,029) 145,762 675,588 Net assets available for plan benefits at beginning of year 68,582 114,738 108,066 3,612,830 ------------------------------------------------------------------ Net assets available for plan benefits at end of year $122,856 $ 79,709 $253,828 $ 4,288,418 ==================================================================
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 3 Eskimo Pie Corporation Savings Plan Notes to Financial Statements December 31, 1998 1. DESCRIPTION OF PLAN The following description of the Eskimo Pie Corporation Savings Plan (the "Plan") provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan's provisions. GENERAL The Plan is a contributory defined contribution plan covering substantially all full time employees of Eskimo Pie Corporation (the Company and Plan Sponsor), Eskimo, Inc. and Sugar Creek Foods, Inc. who have completed one year of service and are age twenty-one or older. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS Participating employees may contribute up to 12% of their compensation as defined in the Plan. Participant contributions can be made either pretax or after tax. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants elect the investment options in which their contributions are invested. The Plan Sponsor matches 50% of the employees' contributions for the first 6% of their compensation and may make additional contributions to the Plan at the discretion of the Board of Directors. The employer match is invested in the Company Stock Fund. Other employer contributions are invested as directed by the participants. Forfeited balances of terminated participants' nonvested accounts are used to reduce future Company contributions. Each participant's account is credited with the participant's contribution, the Company's contributions and a pro-rata share of investment earnings thereon based upon the participant's elected options. VESTING Participants are immediately vested in their contributions and earnings thereon. Participants are 100 percent vested in the remainder of their account after three years of credited service. 4 Eskimo Pie Corporation Savings Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF PLAN (CONTINUED) PAYMENT OF BENEFITS Upon termination of service, retirement, death or hardship as defined by the Plan, a participant may receive a lump-sum amount equal to the vested value of his or her account, subject to Plan limitations. INVESTMENT OPTIONS Participants in the Plan have several investment options available to them with respect to how their contributions are invested. A participant may direct their contributions in 5% increments to any of the following fund options: i.) The First Union Stable Group Trust Portfolio invests in government and agency obligations, corporate bonds and insurance contracts. ii.) The Evergreen Short-Intermediate Bond Fund invests in investment grade debt securities. iii.) The Fidelity Puritan Fund invests in bonds and U.S. and foreign common and preferred stock. iv.) The First Union Enhanced Stock Market Fund invests in common stocks and futures contracts. v.) The Fidelity Advisor Growth Opportunities Fund invests in a selection of financial instruments, including common stocks and convertible securities. vi.) The Company Stock Fund invests in common stock of Eskimo Pie Corporation. Participants may change their investment options at any time. LOANS TO PARTICIPANTS Participants may borrow from their accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their vested account balance, in accordance with the Department of Labor's regulations on loans to participants. Loans bear interest at 1% over prime and must be repaid over a period not to exceed 5 years unless used to purchase the participant's primary residence, in which case the loan must be repaid over a period not to exceed 10 years. 5 Eskimo Pie Corporation Savings Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF PLAN (CONTINUED) Loans are secured by the participant's vested account balance. Loans are repaid through payroll deduction including principal and interest. The principal portion reduces the receivable from participants and both principal and interest are transferred to the participant's investment options as repayments are received. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of a Plan termination, participants will become 100% vested in their accounts. 2. SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements of the Plan have been prepared under the accrual method of accounting. VALUATION OF INVESTMENTS Except for participant loans, the Plan's investments are carried at fair value. Investments in common trust funds, registered investment companies and common stock, are reported at current unit value which is based on quoted market prices on the last business day of the Plan year. Loans to participants are carried at their outstanding balance, which approximates fair value. First Union National Bank, custodian of the Plan, holds the Plan's investment assets and executes transactions thereon. Securities transactions are recorded as of the trade date. Interest is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. 6 Eskimo Pie Corporation Savings Plan Notes to Financial Statements (continued) 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. ADMINISTRATIVE EXPENSES Administrative expenses of the Plan are paid by the Plan Sponsor. 3. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated January 27, 1994, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Sponsor has indicated that it will take the necessary steps, if any, to maintain the Plan's qualified status. 4. YEAR 2000 ISSUE (UNAUDITED) The Plan Sponsor has developed a plan to modify its internal information technology to be ready for the year 2000 and has substantially completed converting its critical data processing systems. The project also included determining whether third party service providers had reasonable plans in place to become year 2000 compliant. The Plan Sponsor currently expects the remainder of the project to be completed in 1999. The Plan Sponsor does not expect this project to have a significant effect on Plan operations. 7 SUPPLEMENTAL SCHEDULES Eskimo Pie Corporation Savings Plan Line 27a-Schedule of Assets Held for Investment Purposes Employer Identification Number 54-0571720, Plan Number 001 December 31, 1998
DESCRIPTION OF INVESTMENT, INCLUDING MATURITY DATE, RATE OF CURRENT IDENTITY OF ISSUE, BORROWER, LESSOR OR SIMILAR PARTY INTEREST, PAR OR MATURITY VALUE COST VALUE - ------------------------------------------------------------- -------------------------------------------------- ---------------- COMMON TRUST FUNDS: * First Union Stable Group Trust Portfolio 10,046 units $ 436,054 $ 516,896 * First Union Enhanced Stock Market Fund 12,638 units 496,965 905,463 ---------------- ---------------- Total Common Trust Funds 933,019 1,422,359 REGISTERED INVESTMENT COMPANIES: * Evergreen Short-Intermediate Bond Fund 15,656 units 162,943 191,478 Fidelity Puritan Fund 28,870 units 592,068 887,950 Fidelity Advisor Growth Opportunities Fund 20,600 units 781,752 1,330,238 ---------------- ---------------- Total Registered Investment Companies 1,536,763 2,409,666 COMMON STOCK: * Company Stock Fund 30,312 units 338,177 376,684 PARTICIPANT LOANS: Interest rates range from 8.25% to 10%; maturity dates vary with * Loans to participants remaining terms of 1 to 10 years. - 79,709 ---------------- ---------------- Total investments $2,807,959 $4,288,418 ================ ================
* Party-in-interest. 8 Eskimo Pie Corporation Savings Plan Line 27d-Schedule of Reportable Transactions Employer Identification Number 54-0571720, Plan Number 001 Year Ended December 31, 1998
(A) IDENTITY OF (B) DESCRIPTION OF ASSET INCLUDING INTEREST (C) PURCHASE (D) SELLING (G) COST OF PARTY INVOLVED RATE AND MATURITY IN CASE OF A LOAN PRICE PRICE ASSET - ------------------------------------------------------------------------------------------------------------------------------- Category (iii) Series of transactions in excess of 5% of plan assets FIRST UNION NATIONAL BANK *First Union Stable Group Trust Portfolio $144,081 $ - $144,081 *First Union Stable Group Trust Portfolio - 167,370 155,865 *Evergreen Short- Intermediate Bond Fund 116,307 - 116,307 *Evergreen Short- Intermediate Bond Fund - 100,511 96,071 *First Union Enhanced Stock Market Fund 104,644 - 104,644 *First Union Enhanced Stock Market Fund - 94,353 59,853 FIDELITY INVESTMENTS Fidelity Puritan Fund 127,609 - 127,609 Fidelity Puritan Fund - 203,904 138,268 Fidelity Advisor Growth Opportunities Fund 170,070 - 170,070 Fidelity Advisor Growth Opportunities Fund - 199,937 122,055 ESKIMO PIE CORPORATION *Company Stock Fund 186,646 - 186,646 *Company Stock Fund - 21,310 23,325
(H) CURRENT VALUE OF (A) IDENTITY OF ASSET ON TRANSACTION (I) NET PARTY INVOLVED DATE GAIN/(LOSS) - --------------------------------------------------------------------------- Category (iii) Series of transactions in excess of 5% of plan assets FIRST UNION NATIONAL BANK $144,081 $ - 167,370 11,505 116,307 - 100,511 4,440 104,644 - 94,353 34,500 FIDELITY INVESTMENTS 127,609 - 203,904 65,636 170,070 - 199,937 77,882 ESKIMO PIE CORPORATION 186,646 - 21,310 (2,015)
There were no category (i), (ii), or (iv) reportable transactions during 1998. Columns (e) and (f) have not been presented as this information is not applicable. *Party in interest SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. ESKIMO PIE CORPORATION SAVINGS PLAN DATE: June 22, 1999 /s/ Thomas M. Mishoe, Jr. ---------------- ------------------------------------ Thomas M. Mishoe, Jr. Vice President and Chief Financial Officer Eskimo Pie Corporation EX-23 2 ESKIMO PIE 11-K Exhibit 23 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-24893) pertaining to the Eskimo Pie Corporation 1996 Incentive Stock Plan, the Eskimo Pie Corporation Savings Plan and the Eskimo Pie Corporation Employee Stock Purchase Plan of our report dated June 22, 1999, with respect to the financial statements and schedules of the Eskimo Pie Corporation Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1998. /s/ ERNST & YOUNG LLP ------------------------- Richmond, Virginia June 22, 1999 -----END PRIVACY-ENHANCED MESSAGE-----