SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended December 31, 1995 Commission File Number 0-13943
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STOKELY USA, INC.
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(Exact name of registrant as specified in its charter)
WISCONSIN 39-0513230
- ---------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1055 Corporate Center Drive, Oconomowoc, WI 53066
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(Address of principal executive office)
Registrant's telephone number, including area code: (414) 569-1800
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
------ ------
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.
Class Outstanding at February 13, 1996
- ------------------------ --------------------------------
Common Stock, 11,326,441 Shares
$.05 par value per share
Page 1
STOKELY USA, INC. AND SUBSIDIARIES
INDEX
PAGE NO.
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PART I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Balance Sheets - 3-4
December 31, 1995, December 31, 1994
and March 31, 1995
Consolidated Condensed Statements of 5-6
Operations - Three and Nine Months Ended
December 31, 1995 and 1994
Consolidated Condensed Statements of 7
Cash Flow - Nine Months Ended
December 31, 1995 and 1994
Notes to Consolidated Condensed Financial 8
Statements
Item 2. Management's Discussion and Analysis 9-16
of Financial Condition and Results
of Operations
PART II. Other Information
Item 1. Legal Proceedings 17
Item 2. Changes in Securities 17
Item 3. Default Upon Senior Securities 17
Item 4. Submission of Matters to a Vote of 18
Security Holders
Item 5. Other Information 18
Item 6. Exhibits and Reports on Form 8-K 18
Page 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
STOKELY USA, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
---------------------------------------
(Dollars in thousands)
December 31, December 31, March 31,
1995 1994 1995
(unaudited) (unaudited) (note)
------------- ------------- ---------
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 747 $ 1,023 $ 1,177
Accounts receivable, less
allowance for losses of $541,
$412 and $452, respectively 23,033 24,081 25,459
Refundable income taxes 289 380
Inventories: Finished Products 112,340 111,256 73,053
Manufacturing Supplies 7,186 6,886 6,336
Prepaid Expenses 2,520 2,200 1,825
-------- -------- --------
Total Current Assets 146,115 145,446 108,230
OTHER ASSETS 3,184 6,035 4,467
PROPERTY, PLANT & EQUIPMENT, at cost 114,073 102,652 107,381
Less accumulated depreciation 45,114 35,704 38,784
-------- -------- --------
68,959 66,948 68,597
-------- -------- --------
TOTAL ASSETS $218,258 $218,429 $181,294
======== ======== =========
See accompanying notes to consolidated condensed financial statements
(unaudited).
Note: The balance sheet at March 31, 1995 has been condensed from the
audited financial statements at that date.
Page 3
STOKELY USA, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
-------------------------------------
(Dollars in thousands)
December 31, December 31, March 31,
1995 1994 1995
(unaudited) (unaudited) (note)
------------- ------------- ---------
LIABILITIES & STOCKHOLDER'S EQUITY
- ----------------------------------
CURRENT LIABILITIES:
Notes payable $ 44,097 $ 31,468 $ 19,291
Accounts payable 39,707 40,993 13,454
Current maturities on long-
term debt 2,334 2,196 2,536
Other current liabilities 4,595 5,388 4,897
--------- --------- ---------
Total Current Liabilities 90,733 80,045 40,178
LONG-TERM DEBT, less current
maturities 75,766 71,133 78,497
OTHER LIABILITIES 4,362 4,813 4,241
STOCKHOLDER'S EQUITY:
Capital stock 572 572 572
Additional paid-in capital 43,683 43,605 43,683
Retained earnings 3,760 18,890 14,751
Treasury stock at cost (618) (629) (628)
--------- --------- ---------
Total Stockholder's Equity 47,397 62,438 58,378
--------- --------- ---------
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $218,258 $218,429 $181,294
========= ========= =========
See accompanying notes to consolidated condensed financial statements
(unaudited).
Note: The balance sheet at March 31, 1995 has been condensed from the
audited financial statements at that date.
Page 4
STOKELY USA, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
-----------------------------------------------
(Dollars in thousands except per share amounts)
(unaudited)
Three Months Ended
December 31,
1995 1994
---- ----
REVENUES:
- ---------
Net Sales $ 65,463 $ 66,688
Other 118 53
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Total Revenues 65,581 66,741
COST AND EXPENSES:
- ------------------
Cost of products sold 54,891 54,212
Selling, general and administrative expenses 11,508 8,354
Interest 2,756 3,047
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Total Cost and Expenses 69,155 65,613
EARNINGS (LOSS) BEFORE INCOME TAXES (3,574) 1,128
INCOME TAXES 177
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NET EARNINGS (LOSS) $(3,574) $ 951
======== =======
NET EARNINGS (LOSS) PER SHARE OF COMMON STOCK $ (.32) $ .10
======= =====
WEIGHTED AVERAGE SHARES OUTSTANDING 11,326,441 9,400,732
========== =========
See accompanying notes to consolidated condensed financial statements
(unaudited).
Page 5
STOKELY USA, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
-----------------------------------------------
(Dollars in thousands except per share amounts)
(unaudited)
Nine Months Ended
December 31,
1995 1994
---- ----
REVENUES:
- ---------
Net Sales $157,457 $163,819
Other 222 152
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Total Revenues 157,679 163,971
COST AND EXPENSES:
- ------------------
Cost of products sold 133,800 128,360
Selling, general and administrative expenses 27,579 21,818
Interest 7,290 7,961
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Total Cost and Expenses 168,669 158,139
EARNINGS (LOSS) BEFORE INCOME TAXES (10,990) 5,832
INCOME TAXES 1,123
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NET EARNINGS (LOSS) $(10,990) $ 4,709
======== =======
NET EARNINGS (LOSS) PER SHARE OF COMMON STOCK $ (.97) $ .54
======= =====
WEIGHTED AVERAGE SHARES OUTSTANDING 11,326,180 8,684,645
========== =========
See accompanying notes to consolidated condensed financial statements
(unaudited).
Page 6
STOKELY USA, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Nine Months Ended
December 31,
1995 1994
---- ----
Net cash used in operating activities $(16,407) $(24,952)
--------- ---------
Cash flows from investing activities:
Purchase of property, plant and equipment (6,692) (5,224)
Proceeds from sales of property, plant
and equipment 1,660 555
(Increase) Decrease in other assets - net (112) 157
--------- ---------
Net cash used in investing activities (5,144) (4,512)
--------- ---------
Cash flows from financing activities:
Change in short-term debt - net 24,806 13,476
Payments of long-term debt (2,933) (10,977)
Other (762)
Capital stock transactions - net 10 25,090
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Net cash provided by financing activities 21,121 27,589
--------- ---------
Net decrease in cash and cash equivalents (430) (1,875)
Cash and cash equivalents at beginning
of period 1,177 2,898
--------- ---------
Cash and cash equivalents at end of period $ 747 $ 1,023
========= =========
See accompanying notes to consolidated condensed financial statements
(unaudited).
Page 7
STOKELY USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
----------------------------------------------------
(Unaudited)
1. In the opinion of management, the accompanying unaudited
consolidated condensed financial statements contain all normal and
recurring adjustments necessary to present fairly Stokely USA, Inc.'s
consolidated condensed balance sheets as of December 31, 1995 and 1994,
and March 31, 1995, the consolidated condensed statements of operations
for the three and nine month periods ended December 31, 1995 and 1994,
and the consolidated condensed statements of cash flow for the nine
month periods then ended.
The results of operations for the three and nine months ended
December 31, 1995 are not necessarily indicative of the results to be
expected for the full year. For interim reporting purposes, certain
expenses are based on estimates rather than expenses actually incurred.
The unaudited interim consolidated condensed financial statements should
be read in conjunction with the consolidated financial statements and
notes thereto for the fiscal year ended March 31, 1995, included in the
Company's Form 10-K filed with the Securities and Exchange Commission.
The accounting policies followed by the Company are described in Note A
of the financial statements, located on Page 49 of the Company's Form
10-K for the year ended March 31, 1995.
2. Supplemental cash flow disclosures: Cash payments for interest
were $6,737,000 and $7,100,000 for the nine months ended December 31,
1995 and 1994, respectively. Net refunds of income taxes were $91,000
and $1,770,000 for the nine months ended December 31, 1995 and 1994,
respectively.
Page 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
---------------------
The following is management's discussion and analysis of certain
significant factors which have affected the Company's operations during
the periods included in the accompanying (unaudited) consolidated
condensed statements of operations and balance sheets.
General
- -------
The Company's financial performance and growth are directly related to
certain characteristics and trends in the vegetable processing industry.
The United States vegetable processing industry is a mature industry,
with relatively modest growth. Therefore, any significant sales growth
that may be experienced by the Company likely would come at the expense
of the loss of market share by another processor, but also may occur
through efforts designed to promote increased consumption, such as
through the introduction of new or improved products or through
increased sales internationally, where the processed vegetable market is
currently growing.
The Company's net sales are affected by product availability and market
pricing. In the vegetable processing industry, product availability and
market prices tend to have an inverse relationship: market prices tend
to decrease as more product is available, whereas if less product is
available, market prices tend to increase. Product availability is a
direct result of plantings, growing conditions, crop yields and
inventories, all of which may vary from year to year. In addition,
price can be affected by the planting, inventory level and individual
pricing decisions of the three or four largest processors in the
industry. Generally, the market prices in the vegetable processing
industry tend to adjust more quickly to variations in product
availability than an individual processor can adjust its cost structure;
thus, in an oversupply situation, a processor's margins likely will
weaken, as suppliers generally are not able to adjust their cost
structure as rapidly as market prices adjust for the oversupply. The
Company typically has experienced lower margins during times of industry
oversupply. There can be no assurance the Company's margins will
improve in response to favorable market conditions or that the Company
will be able to operate profitably during depressed market conditions.
Net sales and profits for the three months and nine months ended
December 31, 1995 were adversely affected by the continued depressed
market conditions which prevailed in the vegetable processing industry
for most of that period. The Company believes that reduced industry
production in the summer of 1995 has resulted in more normal industry
inventory levels. However, market conditions have not rebounded,
indicating other market forces are at work which continue to depress
selling prices and increase selling and promotion expenses in order to
Page 9
respond to competitive pricing pressure. The Company believes these
market conditions may be the result of inventory distribution imbalances
within the industry, extremely competitive market conditions, including
aggressive pricing strategies of some industry participants, and the
emergence of large volume customers and the effects of their buying
power.
The discussion in this Form 10-Q includes forward-looking statements
based on current management expectations. Factors which could cause
future results to differ from these expectations include the following:
general economic conditions; vegetable processing industry conditions
and price and volume fluctuations; competitive pressures and pricing
pressures; inventory risks; supply-related risks; demand-related risks;
third party lender actions; and results of Company - specific cost
containment and profit enhancement initiatives. Additional factors are
described in the Company's other reports filed with the Securities and
Exchange Commission.
Page 10
RESULTS OF OPERATIONS:
Three Months Ended December 31, 1995 Compared to Three Months Ended
December 31, 1994
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Net Sales
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Net sales decreased $1.2 million, or 1.8%, to $65.5 million for the
quarter ended December 31, 1995 compared to $66.7 million for the
quarter ended December 31, 1994. The decrease in sales is primarily
attributable to the decline in frozen vegetable sales volume.
Total canned vegetable sales increased $.8 million, or 1.5%, to $54.3
million for the quarter ended December 31, 1995 compared to $53.5
million for the quarter ended December 31, 1994. Selling prices
continued to reflect depressed market conditions in the vegetable
processing industry. The Company believes that reduced industry
production in the summer of 1995 has resulted in more normal industry
inventory levels. However, market conditions have not rebounded,
indicating other market forces are at work which continue to depress
selling prices and increase selling and promotion expenses in order to
respond to competitive pricing pressure. The Company believes these
market conditions may be the result of inventory distribution imbalances
within the industry, extremely competitive market conditions, including
aggressive pricing strategies of some industry participants, and the
emergence of large volume customers and the effects of their buying
power.
Sales of canned private label products decreased $1.5 million or 3.9% to
$37.3 million for the quarter ended December 31, 1995, compared to $38.8
million for the quarter ended December 31, 1994. The decrease in
private label sales was the result of a decrease in sales volume,
partially offset by improved average selling prices. Sales of canned
brand products increased $2.3 million or 15.6%, to $17.0 million for the
quarter ended December 31, 1995 compared to $14.7 million for the
quarter ended December 31, 1994. The increase in brand sales was the
result of a 5.3% increase in sales volume and improved average selling
prices.
Frozen vegetable sales declined $2.0 million, or 15.2%, to $11.2 million
for the quarter ended December 31, 1995 compared to $13.2 million for
the quarter ended December 31, 1994. The reduction in frozen sales was
due primarily to decreases in sales volume.
Page 11
Cost of Products Sold
- ---------------------
Cost of products sold as a percent of sales increased to 83.9% for the
quarter ended December 31, 1995 compared to 81.3% for the quarter ended
December 31, 1994. The increase of 2.6% in cost of products sold as a
percent of sales is due primarily to increases in the fixed cost
component of product costs due to reduced production volume caused by
reduced acreage and weather extremes during the summer of 1995.
Selling, General and Administrative Expense
- -------------------------------------------
Selling, general and administrative expense increased $3.1 million to
$11.5 million for the quarter ended December 31, 1995 from $8.4 million
for the quarter ended December 31, 1994. This increase resulted
primarily from a $2.7 million increase in selling and promotion expenses
due to the depressed market conditions prevailing in the third quarter
of fiscal 1996. The increase in selling and promotion expense was in
response to competitive pricing pressure.
Interest Expense
- ----------------
Interest expense decreased $.2 million to $2.8 million for the quarter
ended December 31, 1995 from $3.0 million for the quarter ended
December 31, 1994 due primarily to lower borrowing rates under a credit
agreement entered into on May 22, 1995.
Net Earnings (Loss)
- -------------------
The net loss for the quarter ended December 31, 1995 was $3.6 million
compared to net income of $1.0 million for the quarter ended
December 31, 1994. The decline in net earnings was due primarily to
reduced margins and increased selling and promotion expenses due to
depressed market conditions.
Page 12
RESULTS OF OPERATIONS:
Nine Months Ended December 31, 1995 Compared to Nine Months Ended
December 31, 1994
- -----------------
Net Sales
- ---------
Net sales decreased $6.3 million, or 3.8%, to $157.5 million for the
nine months ended December 31, 1995 compared to $163.8 million for the
nine months ended December 31, 1994. The decrease in sales is due to a
decline in frozen vegetable sales volume.
Total canned vegetable sales increased $9.9 million, or 8.0%, to $132.9
million for the nine months ended December 31, 1995 compared to $123.0
million for the nine months ended December 31, 1994. The increase in
total canned vegetable sales was the result of increases in sales volume
due to higher inventory availability during the nine months ended
December 31, 1995 from a much improved growing and harvesting season in
the summer of 1994. Average selling prices decreased slightly for the
respective periods. Selling prices continue to reflect depressed market
conditions in the vegetable processing industry. The Company believes
that reduced industry production in the summer of 1995 has resulted in
more normal industry inventory levels. However, market conditions have
not rebounded, indicating other market forces are at work which continue
to depress selling prices and increase selling and promotion expenses in
order to respond to competitive pricing pressure. The Company believes
these market conditions may be the result of inventory distribution
imbalances within the industry, extremely competitive market conditions,
including aggressive pricing strategies of some industry participants
and the emergence of large volume customers and the effects of their
buying power.
Sales of canned private label products increased $8.0 million or 9.0% to
$96.5 million for the nine months ended December 31, 1995, compared to
$88.5 million for the nine months ended December 31, 1994. The increase
in private label sales was the result of an increase in sales volume
primarily due to higher available inventory, partially offset by lower
average selling prices. Sales of canned brand products increased $1.9
million or 5.5%, to $36.4 million for the nine months ended December 31,
1995 compared to $34.5 million for the nine months ended December 31,
1994. The increase in brand sales was primarily the result of improved
average selling prices.
Frozen vegetable sales declined $16.2 million, or 39.7%, to $24.6
million for the nine months ended December 31, 1995 compared to $40.8
million for the nine months ended December 31, 1994. The reduction in
frozen sales was due to a 34% decrease in sales volume and lower average
selling prices. The decline in volume is attributable to year-ago
frozen vegetable sales being heavily weighted toward the first half of
the fiscal year due to low customer inventory levels in that period.
Page 13
Cost of Products Sold
- ---------------------
Cost of products sold as a percent of sales increased to 85.0% for the
nine months ended December 31, 1995 compared to 78.4% for the nine
months ended December 31, 1994. The increase of 6.6% in cost of
products sold as a percent of sales is due to the decline in frozen
selling prices, increases in certain cost components, including
containers and corrugated packaging and increases in the fixed cost
component of product costs due to reduced production volume caused by
reduced acreage and weather extremes during the summer of 1995.
Selling, General and Administrative Expense
- -------------------------------------------
Selling, general and administrative expenses increased $5.8 million to
$27.6 million for the nine months ended December 31, 1995 from $21.8
million for the nine months ended December 31, 1994. This increase
resulted primarily from a $5.3 million increase in selling expenses due
to the depressed market conditions prevailing in the first nine months
of fiscal 1996. The increase in selling and promotion expense was in
response to competitive pricing pressure.
Interest Expense
- ----------------
Interest expense decreased $.7 million to $7.3 million for the nine
months ended December 31, 1995 compared to $8.0 million for the nine
months ended December 31, 1994. Interest expense declined because the
increases in net working capital, primarily inventories, were funded in
part by the proceeds from a November 1994 common stock offering. In
addition, interest expense was reduced by lower borrowing rates under a
credit agreement entered into on May 22, 1995.
Net Earnings (Loss)
- -------------------
The net loss for the nine months ended December 31, 1995 was $11.0
million compared to net income of $4.7 million for the nine months ended
December 31, 1994. The decline in net earnings was due to reduced
margins caused primarily by depressed frozen selling prices, increased
selling and promotion expenses due to continued depressed market
conditions and increased product costs.
Page 14
FINANCIAL CONDITION AND LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------------------------------
General
- -------
Due to the seasonal production nature of the canned and frozen vegetable
processing business, the Company must maintain substantial inventories
of processed vegetables throughout the year. The working capital
requirements associated with producing and maintaining such inventories
are financed primarily through short-term borrowings and deferred
payment terms with major raw product and container suppliers.
Effective May 22, 1995, the Company entered into a revolving credit
agreement with various lenders which provides for borrowings up to $65
million. The credit agreement has been amended to provide for
additional borrowings of $10.0 million from December 1, 1995 through
January 31, 1996, and $5.0 million from February 1, 1996 through
February 26, 1996 to meet seasonal working capital requirements.
Interest rates were amended such that borrowings up to $65 million are
at the bank's reference rate ("prime rate") plus 1% while borrowings in
excess of $65 million bear interest at the bank's reference rate plus
2%. Borrowings under the revolving credit facility were $62.1 million
at December 31, 1995. The Company believes its revolving credit
facility should be adequate to meet the Company's future seasonal
borrowing needs based upon certain future working capital reduction
initiatives.
The Company has various long-term debt obligations, which aggregated
$75.8 million at December 31, 1995, excluding current maturities of $2.3
million. Included in the total long-term debt obligations are two
senior notes totaling $32.3 million, various Industrial Development
Revenue Bonds totaling $25.5 million, and $18.0 million of the revolving
credit notes which are not expected to be repaid within twelve months
and are therefore classified as long-term.
Cash Flows from Operating Activities
- ------------------------------------
Cash used in operations during the nine months ended December 31, 1995
totaled $16.4 million. Of the total cash used, changes in operating
assets and liabilities used cash of $12.4 million, primarily due to an
increase in inventory of $40.1 million offset by increases in accounts
payable of $26.3 million. The increase in inventory levels primarily
reflects the seasonal increase in inventories from the current year
growing and harvesting season. The increase in accounts payable is due
to expected seasonal increases related to the summer processing season.
The remaining $4.0 million of cash used in operations reflects the net
loss of $11.0 million offset by non-cash charges to operations of $7.0
million primarily for depreciation of property, plant and equipment.
Page 15
Cash Flows from Investing Activities
- ------------------------------------
Net cash used in investing activities during the nine months ended
December 31, 1995 was $5.1 million. Purchase of property, plant and
equipment was $6.7 million during the nine months ended December 31,
1995 and primarily related to investment in product quality control
equipment at several processing plants and the development and
implementation of a new management information system.
Cash Flows from Financing Activities
- ------------------------------------
Cash provided by financing activities during the nine months ended
December 31, 1995 totaled $21.1 million and represents primarily
increases in revolving credit obligations used to finance the seasonal
increase in inventories. At December 31, 1995, the Company had $62.1
million of borrowings under a revolving credit facility, of which $18.0
million was classified as long term and $44.1 million was classified as
short term.
Page 16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
- ---------------------------
A lawsuit was filed on January 3, 1995, in the United States District
Court for the Eastern District of Wisconsin, against the Company, all of
the individual members of the Board of Directors of the Company, William
Blair & Company and Dain Bosworth, Inc. The plaintiff alleges he
sustained losses in connection with his purchase of shares of Common
Stock of the Company during the period from October 17, 1994, to
December 19, 1994, as a result of defendants' alleged misleading
statements and omissions to state material facts. The Company believes
the allegations are without merit or substance, and is defending the
action vigorously. Motions for dismissal have been filed by all
defendants. Such motions have been fully briefed and a decision from
the court is pending.
A second lawsuit seeking to represent class members who purchased shares
of Common Stock of the Company during the period from October 17, 1994,
to December 19, 1994, was filed on May 10, 1995, in the United States
District Court for the Eastern District of Wisconsin. This second
lawsuit makes similar claims against the Company and certain officers
arising from the same facts and events. As with the first lawsuit, the
Company believes the allegations are without merit or substance and is
defending the action vigorously.
These lawsuits were consolidated on September 22, 1995 and the complaint
filed in the first lawsuit was deemed the operative complaint
superseding the complaint filed in the second lawsuit. The plaintiff in
the second lawsuit has since elected to withdraw as a plaintiff in the
consolidated lawsuit. The motions for dismissal remain pending in the
consolidated lawsuit as does plaintiff's motion for class certification.
In addition to the above cases, the Company also is involved in various
other legal actions and claims primarily arising in the normal course of
its business. In the opinion of management of the Company, the
liability, if any, would not have a material effect on the Company's
financial condition or results of operations.
Item 2. Changes in Securities
- -------------------------------
None.
Item 3. Defaults Upon Senior Securities
- -----------------------------------------
None.
Page 17
Item 4. Submission of Matters to a vote of Security Holders
- -------------------------------------------------------------
None
Item 5. Other Information
- ---------------------------
None.
Item 6. Exhibits and Reports on Form 8-K
- ------------------------------------------
(a) Exhibits: Exhibit 27.1 - Financial Data Schedule
(b) Reports on Form 8-K: None
Page 18
STOKELY USA, INC.
SIGNATURES
----------
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STOKELY USA, INC.
-------------------------
Registrant
Date February 14, 1996 /s/ Stephen W. Theobald
----------------- -------------------------
Stephen W. Theobald
Vice Chairman
Date February 14, 1996 /s/ Leslie J. Wilson
----------------- -------------------------
Leslie J. Wilson
Vice President - Finance
(Principal Financial Officer)
Page 19
STOKELY USA, INC.
SIGNATURES
----------
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STOKELY USA, INC.
-------------------------
Registrant
Date February 14, 1996
----------------- -------------------------
Stephen W. Theobald
Vice Chairman
Date February 14, 1996
----------------- -------------------------
Leslie J. Wilson
Vice President - Finance
(Principal Financial Officer)
Page 20