UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 1)
John B. Sanfilippo & Son, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
800422 10 7
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(CUSIP Number)
Jerry J. Burgdoerfer
Jenner & Block LLP, One IBM Plaza, Chicago, IL 60611
312-923-2820
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 5, 2004
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-
1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-
7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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CUSIP No. 800422 10 7
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1. Names of Reporting Persons.
I.R.S. Identification No. of above persons (entities only).
Michael J. Valentine
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2. Check the Appropriate Box if a Member of a Group*
(a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds*
Not Applicable.
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5. Check box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e). [ ]
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6. Citizenship or Place of Organization
United States
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NUMBER OF 7. Sole Voting Power (Represents shares of Class A
Common Stock, $.01 per share,
SHARES 496,342 which is convertible into
Common Stock, par value $.01
BENEFICIALLY per share, held as trustee of
three trusts for the benefit of
OWNED BY Mr. Valentine and his two
siblings.)
EACH --------------------------------------------------------
8. Shared Voting Power
REPORTING
0
PERSON --------------------------------------------------------
9. Sole Dispositive Power
WITH
496,342
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2
496,342
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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13. Percent of Class Represented by Amount in Row (11)
5.8% (14.6% of the combined voting power)
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14. Type of Reporting Person*
IN
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Introductory Statement
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This Amendment No. 1 is being filed by Mr. Valentine (i) to report the
transactions described below at Item 5 and (ii) to report the
formation of a group with Mr. Valentine's father, Mathias A.
Valentine, an executive officer and director of the Company. Mr.
Valentine disclaims beneficial ownership of any securities of the
Company beneficially owned by Mathias A. Valentine.
This Amendment No. 1 to the Schedule 13D of Michael J. Valentine ("Mr.
Valentine") is the first electronic amendment to a paper format
Schedule 13D. Consequently, in accordance with Rule 13d-3(e) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
this Amendment No. 1 restates the entire text of the Schedule 13D but
does not restate previously filed paper exhibits to Schedule 13D. The
amendments to each Item of the original text, if any, are indicated
below.
Item 1. Security and Issuer.
-----------------------------
This Schedule 13D relates to the Common Stock, par value $.01 per
share ("Common Stock"), of John B. Sanfilippo & Son, Inc., a Delaware
corporation ("JBSS" or the "Company"), with its principal executive
offices at 2299 Busse Road, Elk Grove Village, Illinois 60007.
Michael J. Valentine beneficially owns (as trustee of certain trusts
for the benefit of Mr. Valentine and his two siblings) 496,342 shares
of Class A Common Stock, par value $.01 per share ("Class A Stock"),
of the Company, each share of which is convertible into one share of
Common Stock of the Company.
Amendment. The information set forth under Item 1 above remains
accurate as of the date hereof except that, as a result of the
transactions identified in Item 4 below, Mr. Valentine beneficially
owns (as trustee of certain trusts for the benefit of Mr. Valentine
and his two siblings) 496,342 shares of Class A Stock.
Item 2. Identity and Background
--------------------------------
This Statement is being filed by Michael J. Valentine. Mr. Valentine
is filing this Statement because, as more fully discussed in Item 4
below, he may be deemed to own more than five percent of JBSS as a
result of a Recapitalization pursuant to a Restated Certificate of
Incorporation filed by JBSS on December 10, 1991 with the Secretary of
State of the State of Delaware ("Restated Certificate") whereby his
shares of Class A and Class B Common Stock were converted into shares
of Common Stock and Class A Stock, which is convertible to Common
Stock at any time. The Restated Certificate is filed as Exhibit 1 to
the original Schedule 13D and is incorporated herein by reference.
3
Mr. Valentine's principal occupation is that of Assistant Secretary of
JBSS. He is a citizen of the United States, and his business address
and the address where his principal occupation is carried on is c/o
John B. Sanfilippo & Son, Inc., 2299 Busse Road, Elk Grove Village,
Illinois 60007.
During the last five years, Mr. Valentine has neither: (i) been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation of such laws.
Amendment. The information set forth under Item 2 above remains
accurate as of the date hereof except as set forth below:
Mr. Valentine's principal occupation is that of Executive Vice
President Finance, Chief Financial Officer and Secretary, as well as a
director, of the Company.
Item 3. Source and Amount of Funds or Other Consideration.
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As discussed in Item 4 below, Mr. Valentine is filing this Statement
because he may be deemed the beneficial owner of more than five
percent of the outstanding shares of Common Stock of JBSS as a result
of a Recapitalization pursuant to the Restated Certificate his shares
of Class A and Class B Common Stock were converted into Common Stock
and Class A Stock which is convertible to Common Stock at any time.
Amendment. The transactions reported on this Schedule 13D involve
dispositions of Company securities. Consequently, Item 3 is not
applicable.
Item 4. Purpose of Transaction.
-------------------------------
On December 10, 1991 JBSS filed the Restated Certificate. Pursuant to
the Restated Certificate, JBSS was recapitalized so that each
previously outstanding share of JBSS's Class A Common Stock and Class
B Common Stock was split on a 407.61 for 1 basis and converted into
either Common Stock or Class A Stock as follows: A) each share of
Class A Common and Class B Common Stock held by stockholders listed on
pages 2 and 3 of the Restated Certificate was automatically converted
into one share of Class A Stock; and B) each share of Class B Common
Stock owned by stockholders other than the stockholders listed on
pages 2 and 3 was automatically converted into one share of Common
Stock. Each record holder of Class A Stock is entitled at any time to
convert any or all of the shares of such holder's Class A Stock into
an equal number of shares of Common Stock.
Pursuant to the Restated Certificate dated December 10, 1991 and the
recapitalization provided for therein, Mr. Valentine acquired 8,152
shares of Common Stock and 611,415 shares of Class A Stock, including
611,415 shares of Class A Stock held by Mr. Valentine as trustee of
certain trusts, the beneficiaries of which are himself and his two
siblings. The Trust Agreements are filed as Exhibits 2 through 4,
inclusive hereto and are incorporated herein by reference. Because
these shares of Class A Stock may be converted into Common Stock at
any time, Mr. Valentine is deemed to be the beneficial owner of
619,567 shares of Common Stock.
The 8,152 shares of Common Stock and 611,415 shares of Class A Stock
acquired by Mr. Valentine pursuant to the Restated Certificate and the
Recapitalization effected therein, were acquired for investment
purposes and not with any view to the resale or distribution thereof.
4
In October 1991, JBSS adopted the 1991 Stock Option Plan (the "Stock
Option Plan"), effective December 10, 1991. The Stock Option Plan is
filed as Exhibit 5 to the original Schedule 13D and is incorporated
herein by reference. The Stock Option Plan will be administered by a
Stock Option Plan Committee composed of Jasper Sanfilippo and Mathias
Valentine, who will not be participants in the Stock Option Plan.
Options may be granted to any key employee of JBSS or any member of
JBSS's Board of Directors who is not a member of the Stock Option Plan
Committee. The aggregate maximum number of shares of Common Stock
available for awards under the Stock Option Plan will be 350,000
shares, subject to adjustments reflecting changes in JBSS's
capitalization.
Except as described in this Statement and as contemplated by the Stock
Option Plan, the respective Trust Agreements and as may result from or
in connection with the Restated Certificate, Mr. Valentine has no
plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of JBSS,
or the disposition of securities of JBSS;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving JBSS or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of JBSS or any
of its subsidiaries;
(d) Any change in the present board of directors or management of
JBSS, including any plans or proposals to change the number of
terms of directors or to fill any existing vacancies on the
board;
(e) Any material change in the present capitalization or dividend
policy of JBSS;
(f) Any other material change in JBSS's business or corporate
structure;
(g) Changes in JBSS's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of
control of JBSS by any person;
(h) Causing a class of securities of JBSS to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of JBSS becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
The possible activities of Mr. Valentine are subject to change at any
time, and there an be no assurance that Mr. Valentine will actually
convert his Class A Stock of JBSS to Common Stock of JBSS pursuant to
the Restated Certificate or otherwise take or refrain from taking any
other actions. Mr. Valentine reserves the right to, among other
things, purchase or dispose of shares of Class A Stock or Common Stock
and/or other securities of JBSS.
The summaries contained herein of the Restated Certificate, the
respective Trust Agreement and the Stock Option Plan are qualified in
their entirety by the provisions of such documents (filed as exhibits
to the originally-filed Schedule 13D).
5
Amendment. The information set forth under Item 4 above remains
accurate as of the date hereof except as set forth below.
This Amendment No. 1 is being filed to report the sale of shares of
Common Stock by Mr. Valentine in connection with a public offering of
Common Stock of the Company pursuant to a Registration Statement on
Form S-3 filed by the Company on January 27, 2004, as amended. The
public offering (the "Offering") covered 1,000,000 shares offered by
the Company, 1,000,000 shares sold by certain selling stockholders
(including Mr. Valentine as trustee of certain trusts) and 300,000
shares of Common Stock sold (150,000 shares by the Company and 150,000
shares by certain selling stockholders) pursuant to an over-allotment
option granted to the Company's underwriters. As trustee of certain
trusts, the beneficiaries of which are Mr. Valentine and his two
siblings, Mr. Valentine sold 150,000 shares of Common Stock in the
Offering. Immediately prior to the Offering, these shares were
converted into Common Stock from Class A Stock held by the trusts.
Mr. Valentine also sold in the Offering 8,152 shares of Common Stock
held directly and 3,000 shares of Common Stock held by a partnership,
the partners of which are Mr. Valentine and his siblings.
In addition, this Amendment No. 1 is being filed to report the
formation of a group for purposes of the Exchange Act, The members of
the group are Mr. Valentine and his father, Mathias A. Valentine, an
executive officer and director of the Company. The members of the
group intend to act together in the voting of their shares with
respect to the election of directors.
Item 5. Interest in Securities of the Issuer.
---------------------------------------------
(a) As a result of the filing of the Restated Certificate and the
recapitalization, Mr. Valentine is the beneficial owner (as the
term is defined in Rule 13d-3 under the Securities Exchange Act
of 1934) of an aggregate of 619,567 shares of Common Stock which
constitutes approximately 18.3% of the outstanding shares of JBSS
based on the number of such shares outstanding as of December 10,
1991, including 611,415 shares of Class A Stock which may be
converted to Common Stock at any time as described below, and
held by Mr. Valentine as trustee of certain trusts, the
beneficiaries of which are himself and his two siblings.
(b) Mr. Valentine has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of the 8,152 shares
of Common Stock and 611,415 shares of Class A Stock or, if
converted, Common Stock over which he is deemed to possess
beneficial ownership.
(c) Except for the shares acquired pursuant to the Restated
Certificate and recapitilization provided for therein, no
transactions involving Class A Stock or Common Stock of JBSS were
effected by Mr. Valentine during the past sixty days.
(d) Pursuant to the certain trusts referred to in Item 4, of which
Mr. Valentine is trustee, the beneficiaries of the respective
trusts may receive dividends from, or the proceeds from the sale
of, that portion of the securities referenced herein which are
property of the respective trusts.
Amendment. The information set forth under Item 5 above remains
accurate as of the date hereof, except as set forth below.
(a) Giving effect to the transactions described in Item 4 above, Mr.
Valentine is currently the beneficial owner of 496,342 shares of
Class A Stock of the Company, which represents 19.1% of the issued
and outstanding Class A Stock or 5.8% of the issued and
outstanding Common Stock assuming the conversion of all such
shares of Class A Stock into an equal number of shares of Common Stock.
6
In addition, Mr. Valentine has formed a group with his
father, Mathias A. Valentine. The total beneficial ownership of the
group consists of 828,930 shares of Class A Stock of the Company,
which represents 31.9% of the issued and outstanding Class A
Stock, and 9.3% of the issued and outstanding Common Stock
assuming the conversion of all such shares of Class A Stock into
an equal number of shares of Common Stock.
(b) Mr. Valentine has sole power to vote or direct the vote and
dispose of or to direct the disposition of all 496,342 shares of
Class A Stock or, if converted, Common Stock, over which he is
deemed to possess beneficial ownership.
The holders of Common Stock are entitled to elect one-fourth of the
members of the Company's board of directors, rounded up to the nearest
whole number. The holders of Class A Stock are entitled to elect the
remaining directors. With respect to all matters other than the
election of directors or any matters for which class voting is
required by law, the holders of Common Stock and the holders of Class
A Stock vote together as a single class, with the holders of Common
Stock entitled to one vote per share of Common Stock and the holders
of Class A Stock entitled to ten votes per share of Class A Stock.
Based on the relative voting rights of the Class A Stock and Common
Stock, Mr. Valentine directly or indirectly controls 14.6% of the
total outstanding voting power of the common equity of the Company.
In addition, the group identified in Item 4 above directly controls
24.3% of the total outstanding voting power of the common equity of
the Company. These percentages assume that the applicable shares of
Class A Stock are not converted into Common Stock, and are calculated
using ten votes per share of Class A Stock.
(c) Mr. Valentine has effected the following transactions in the
common equity of the Company in the past 60 days:
* Sold an aggregate of 161,152 shares of Common Stock in
connection with the Offering on March 29, 2004. Of these
shares, 150,000 were sold on behalf of certain trusts, the
beneficiaries of which are Mr. Valentine and his siblings
and were converted into Common Stock from Class A Stock
immediately prior to the Offering and. Mr. Valentine also
sold 8,152 shares of Common Stock owned directly and 3,000
of Common Stock held by a partnership, the partners of
which are Mr. Valentine and his siblings. All shares sold
in the Offering were sold for $35.75 per share before
underwriters' commissions and selling expenses.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect To Securities of the Issuer.
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Pursuant to the Restated Certificate, among other things:
(i) So long as there is Class A Stock outstanding, holders of
Common Stock and Class A Stock will vote together as one
class with respect to all matters to be voted on by JBSS's
stockholders, except (a) as required by law; (b) in
connection with the election of any directors or class of
directors elected by any series or class of preferred
stock; or (c) the holders of Common Stock and any class or
series of preferred stock granted the right to so vote,
voting together as a separate class and excluding the
holders of Class A Stock,
7
are entitled to elect a number of directors equal to
one-fourth (1/4) of the total number of directors
constituting the entire Board of Directors while
the holders of Class A Stock are entitled to elect the rest
of the directors;
(ii) Each record holder of Class A Stock is entitled at any time
to convert any or all of the shares of such Class A Stock
into an equal number of shares of Common Stock;
(iii) Upon the sale, assignment, pledge or other transfer of any
shares or any interest in shares of Class A Stock, other
than a "Permitted Transfer" as described in Part 4(b) of
Subdivision II of the Restated Certificate, all such
transferred shares of Class A Stock will be automatically
converted into an equal number of shares of Common Stock;
(iv) All outstanding shares of Class A Stock will be
automatically converted into an equal number of shares of
Common Stock upon the date on which the number of
outstanding shares of Class A Stock constitutes less than
12.5% of the total number of outstanding shares of Common
Equity.
Pursuant to an Agreement Not to Sell dated December 10, 1991 between
Mr. Valentine, Donaldson, Lufkin & Jenrette Securities Corporation and
William Blair & Company, as Representatives of the Several
Underwriters, Mr. Valentine agreed not to buy, sell, or otherwise
transfer any shares of JBSS beneficially owned by him for a period of
180 days from the date of issuance of the Common Stock pursuant to the
initial public offering. The Agreement Not to Sell is filed as
Exhibit 6 to the original Schedule 13D and incorporated herein by
reference.
Pursuant to the respective Trust Agreements referenced in Item 4 and
incorporated by reference herein, the respective beneficiaries have a
right to receive the shares of JBSS held in trust under certain
circumstances as provided in the respective Trust Agreements.
Currently, the percentage of shares of JBSS held in trust for the
respective beneficiaries do not exceed five percent of the total
number of outstanding shares of Common Stock. The following table
more specifically describes each trust by identifying the name of the
trust, the grantor and the beneficiary of the trust (which, with
respect to a particular trust, are the same person), and the number of
shares of Class A Stock held by each trust.
Trust Grantor and Beneficiary Number of Shares
------ ----------------------- ----------------
Trust for Michael J.
Valentine under the
Valentine Trust, dated March
26, 1991 Michael J. Valentine 165,447
Trust for James A. Valentine
under the Valentine Trust,
dated March 26, 1991 James A. Valentine 165,447
Trust for Mary Jo Carroll
under the Valentine Trust,
dated March 26, 1991 Mary Jo Carroll 165,448
The foregoing brief summary of the Restated Certificate, the
respective Trust Agreements and the Agreement Not to Sell does not
purport to be complete and it is qualified in its entirety by the
terms and conditions set forth in the Restated Certificate, the
respective Trust Agreements and the Agreement Not to Sell, which are
filed as Exhibits 1, 2 through 4, inclusive and 6 respectively of the
original Schedule 13D and incorporated herein by reference.
8
Amendment. The information set forth under Item 6 above remains
accurate as of the date hereof, except as set forth below.
Delete the paragraph beginning "Pursuant to the Agreement Not to
Sell..." in its entirety. Add the following paragraph as the
penultimate paragraph under Item 6:
In connection with the Offering, each of the selling
stockholders, including Mr. Valentine individually and as
trustee of the trusts identified in Item 6 above, signed a
Lock-Up Agreement which restricts transactions in the
securities of the Company for a period of 90 days after the
date of the final prospectus covering the Offering. The
Lock-Up Agreements expire on June 22, 2004. In addition,
each holder of Class A Stock signed a Request for Waiver
and Restriction on Transfer Agreement, dated January 22,
2004, by which the holder waived its right to voluntarily
convert any shares of Class A Stock into Common Stock, and
agreed to certain other restrictions on transfer, until the
Restated Certificate of Incorporation of the Company has
been amended to increase the number of shares of Common
Stock authorized for issuance to a number sufficient to
allow for the conversion of all outstanding shares of Class
A Stock into Common Stock. In turn, the Company has agreed
to seek such an increase at its next annual meeting of
stockholders.
Item 7. Material to be Filed as Exhibits
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EXHIBIT INDEX
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Exhibit No. Description
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Exhibit 1 Lock-Up Agreement of Michael J. Valentine, dated
March 10, 2004*
Exhibit 2 Lock-Up Agreement of Michael J. Valentine, dated
March 10, 2004, as Trustee of the Trust for Michael
J. Valentine under the Valentine Trust, dated
March 26, 1991*
Exhibit 3 Lock-Up Agreement of Michael J. Valentine, dated
March 10, 2004, as Trustee of the Trust for James A.
Valentine under the Valentine Trust, dated
March 26, 1991*
Exhibit 4 Lock-Up Agreement of Michael J. Valentine, dated
March 10, 2004, as Trustee of the Trust for Mary Jo
Carroll under the Valentine Trust, dated March 26, 1991*
Exhibit 5 Request for Waiver and Restriction on Transfer**
* Filed herewith.
** Previously filed as Exhibit No. 10.36 to the Company's Registration
Statement on Form S-3 (Registration No. 333-112221) on March 10, 2004.
9
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: June 21, 2004
MICHAEL J. VALENTINE
By: /s/ Michael J. Valentine
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Michael J. Valentine