- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ------------ (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] Commission file number 0-19867 ------------------------ ESKIMO PIE CORPORATION (Exact name of registrant as specified in its charter) Virginia 54-0571720 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 901 Moorefield Park Drive Richmond, VA 23236 (Address of principal executive offices, including zip code) ----------- Registrant's phone number, including area code: (804) 560-8400 ------------ Securities registered pursuant to section 12(g) of the Act: ESKIMO PIE CORPORATION COMMON STOCK, $1.00 par value, and Preferred Stock Purchase Rights ----------- 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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] There were 3,479,964 shares of the Registrant's Common Stock outstanding on March 20, 2000. The aggregate market value held by non-affiliates on March 20, 2000 was approximately $29 million. DOCUMENTS INCORPORATED BY REFERENCE Certain information in the Registrant's Proxy Statement for the Annual Meeting to be held on May 3, 2000 is incorporated by reference into Part III herein. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INDEX Item 8. Financial Statements and Supplementary Data Footnote H - Other Information (as amended to properly reflect the Company's commitment with respect to payments to be made upon a change in control of $1.8 million versus $700,000 previously reported). ............................................1 Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K Exhibit 23 Exhibit 24 NOTE H - OTHER INFORMATION The Company is subject to litigation incidental to the conduct of its business, the disposition of which is not expected to have a significant effect on the Company's financial condition or operations. The Company is also subject to government agency regulations relating to food products, environmental matters and other aspects of its business. The Company is involved in environmental testing activities resulting from past operations. The Company has recorded amounts which, in management's best estimate, will be sufficient to satisfy the anticipated cost of such activities. In September 1999, the Company's Board of Directors approved a plan which would provide certain lump sum payments to key employees if a change in control of the Company occurred prior to December 31, 2000. Assuming all employees covered remain employed through a change in control, these payments would total approximately $1.8 million. In addition, the plan also provides for certain lump sum payments as well as continued medical and healthcare benefits to employees who are terminated subsequent to a change in control of the Company. In 1991, the Company sold, at its cost, approximately $1,000,000 of machinery and equipment purchased for resale. As a result of the sale, the Company received a ten year note, payable annually, from its customer. The long term portion of the note receivable amounts to approximately $140,000 at December 31, 1999 ($275,000 in 1998), which is included in other assets, and is net of an unamortized discount of approximately $30,000 ($58,000 in 1998). The note bears imputed interest at approximately 10% and is collateralized by the machinery and equipment. Based upon prevailing interest rates, and after consideration of credit risk, the carrying value is a fair approximation of market value. During the fourth quarter of 1998, the Company entered into negotiations and reached a settlement of terms relating to past due rental income owed to the Company in connection with ice cream making equipment leased to one of the Company's licensee customers. The Company had previously received rental income based on the "units of production" manufactured on the equipment since 1992 but at amounts less than that required to fully amortize the Company's original investment. The customer acknowledged its past due obligation and agreed to pay $600,000 to bring the lease current at December 31, 1998. As collectibility of the lease payments was not reasonably predictable, no contingent rent had been previously recorded and the $600,000 recovery was recognized in the fourth quarter 1998 as a reduction of cost of goods sold (consistent with the previous rent received on this equipment). In January 1999, the Company sold the leased equipment to the licensee customer at the Company's net carrying value of approximately $400,000 which, management believes, approximated the fair market value. 1 Signatures Pursuant to the requirements of Section 13 or 15(d) 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, as of the 28th day of March, 2000. ESKIMO PIE CORPORATION /s/ David B. Kewer ------------------------------ David B. Kewer President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities as of the 28th day of March 2000. Signature Title /s/ David B. Kewer President and - --------------------------------- Chief Executive Officer David B. Kewer (Principal Executive Officer) /s/ Thomas M. Mishoe, Jr. Chief Financial Officer, - --------------------------------- Vice President, Treasurer Thomas M. Mishoe, Jr. and Corporate Secretary (Principal Financial and Accounting Officer) /s/ Kathryn L. Tyler Controller - --------------------------------- Kathryn L. Tyler */s/ Arnold H. Dreyfuss Chairman of the Board - --------------------------------- Arnold H. Dreyfuss */s/ Wilson H. Flohr, Jr. Director - --------------------------------- Wilson H. Flohr, Jr. */s/ F. Claiborne Johnston, Jr. Director - --------------------------------- F. Claiborne Johnston, Jr. */s/ Daniel J. Ludeman Director - --------------------------------- Daniel J. Ludeman */s/ Judith B. McBee Director - --------------------------------- Judith B. McBee */s/ Robert C. Sledd Director - --------------------------------- Robert C. Sledd *By /s/ David B. Kewer - --------------------------------- David B. Kewer Attorney-in-fact