SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
- - - - - - - - - - - - - -
FORM 10-Q
(Mark one)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the quarterly period ended October 4, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 0-19253
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Au Bon Pain Co., Inc.
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(Exact name of registrant as specified in its charter)
Delaware 04-2723701
---------------------------- ----------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
19 Fid Kennedy Avenue, Boston, MA 02210
--------------------------------- -----
(Address of principal executive offices) (Zip code)
(617) 423-2100
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed from last report)
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 and 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
----- -----
As of November 12, 1997, 10,180,874 shares and 1,615,415 shares of the
registrant's Class A and Class B Common Stock, respectively, $.0001 par value,
were outstanding.
AU BON PAIN CO., INC.
INDEX
PART I. FINANCIAL INFORMATION PAGE
- ----------------------------- ----
ITEM 1. FINANCIAL STATEMENTS............................... 3
Consolidated Balance Sheets as of
October 4, 1997 and December 28, 1996.............. 3
Consolidated Statements of Operations
for the twelve and forty weeks ended
October 4, 1997 and October 5, 1996................ 4
Consolidated Statements of Cash Flows
for the forty weeks ended October 4, 1997
and October 5, 1996................................ 5
Notes to Consolidated Financial Statements......... 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS...... 8
PART II. OTHER INFORMATION
- --------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K................... 12
2
Item 1. Financial Statements
AU BON PAIN CO., INC.
CONSOLIDATED BALANCE SHEETS
October 4, December 28,
1997 1996
------------ --------------
ASSETS (unaudited)
- ------
Current assets:
Cash and cash equivalents.................... $ 3,814,164 $ 2,578,830
Accounts receivable, net..................... 9,276,335 7,729,628
Inventories.................................. 9,296,236 8,997,077
Prepaid expenses............................. 3,535,373 2,353,415
Refundable income taxes...................... 2,872,033 4,539,947
Deferred income taxes........................ 2,258,990 1,675,003
------------ ------------
Total current assets..................... 31,053,131 27,873,900
------------ ------------
Property and equipment, less accumulated
depreciation and amortization................ 117,729,692 121,732,876
------------ ------------
Other assets:
Notes receivable............................. 4,790,580 2,290,789
Intangible assets, net of accumulated
amortization .............................. 31,644,566 32,657,137
Deferred financing costs..................... 1,194,295 1,382,219
Deposits and other........................... 9,339,053 9,109,566
Deferred income taxes........................ 547,067 547,067
------------ ------------
Total other assets....................... 47,515,561 45,986,778
------------ ------------
Total assets............................. $196,298,384 $195,593,554
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable............................. $ 12,156,008 $ 11,140,570
Accrued expenses............................. 11,268,902 13,334,901
Current maturities of long term debt......... 704,764 702,264
------------ ------------
Total current liabilities................ 24,129,674 25,177,735
Long-term debt, less current maturities........ 50,230,275 49,735,887
Convertible Subordinated Notes................. 30,000,000 30,000,000
------------ ------------
Total liabilities........................ 104,359,949 104,913,622
------------ ------------
Minority interest.............................. 385,889 623,857
------------ ------------
Stockholders' equity:
Preferred Stock, $.0001 par value:
Class B, shares authorized 2,000,000;
issued and outstanding none and 20,000
in 1997 and 1996, respectively............ - 2
Common stock, $.0001 par value:
Class A, shares authorized 50,000,000;
issued and outstanding 10,144,840 and
10,066,671 in 1997 and 1996, respectively.. 1,014 1,006
Class B, shares authorized 2,000,000;
issued and outstanding 1,626,020 and
1,647,354 in 1997 and 1996, respectively... 163 165
Additional paid-in capital.................... 68,260,348 68,074,384
Retained earnings............................. 23,291,021 21,980,518
------------ ------------
Total stockholders' equity............... 91,552,546 90,056,075
------------ ------------
Total liabilities and
stockholders' equity.................... $196,298,384 $195,593,554
============ ============
The accompanying notes are an integral part of the consolidated financial
statements.
3
AU BON PAIN CO., INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
for the 12 weeks ended for the 40 weeks ended
------------------------ -------------------------
October 4, October 5, October 4, October 5,
1997 1996 1997 1996
----------- ----------- ------------ ----------
Revenues:
Restaurant sales.............. $56,153,956 $52,858,836 $177,930,040 $171,519,065
Franchise sales and other
revenues.................... 4,014,229 2,110,855 12,567,752 7,320,082
----------- ----------- ------------ ------------
60,168,185 54,969,691 190,497,792 178,839,147
Costs and expenses:
Cost of food and paper
products..................... 21,288,633 21,364,946 67,865,101 64,801,970
Restaurant operating expenses:
Labor..................... 15,339,169 14,116,940 48,885,248 45,941,849
Occupancy................. 7,177,517 7,050,983 21,571,163 21,418,755
Other..................... 6,762,642 6,280,673 20,902,095 20,241,002
----------- ----------- ------------ ------------
29,279,328 27,448,596 91,358,506 87,601,606
Depreciation and amortization. 3,973,962 3,869,810 12,972,301 12,383,414
General and administrative
expenses.................... 3,903,652 3,710,231 12,571,269 11,304,511
Non-recurring charge.......... - 4,435,000 - 4,435,000
----------- ----------- ------------ ------------
58,445,575 60,828,583 184,767,177 180,526,501
----------- ----------- ------------ ------------
Operating profit (loss)......... 1,722,610 (5,858,892) 5,730,615 (1,687,354)
Interest expense, net........... 1,680,717 1,317,752 5,423,953 3,511,087
Other expense (income), net..... (354,803) 676,758 145,821 2,108,822
Minority interest............... (15,943) (24,618) 4,339 (20,683)
----------- ----------- ----------- ------------
Income (loss) before provision
for income taxes.............. 412,639 (7,828,784) 156,502 (7,286,580)
Benefit for income taxes........ (1,051,545) (1,813,815) (1,154,000) (2,682,366)
----------- ----------- ----------- -----------
Net income (loss)............... $ 1,464,184 $(6,014,969) $ 1,310,502 $(4,604,214)
=========== =========== =========== ===========
Net income (loss) per common
share......................... $ $0.12 $ (0.51) $ $0.11 $ (0.39)
=========== =========== =========== ===========
Weighted average number of
common and common equivalent
shares outstanding............ 12,067,812 11,720,452 11,823,856 11,695,971
=========== =========== =========== ===========
The accompanying notes are an integral part of the consolidated financial
statements.
4
AU BON PAIN CO., INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
for the 40 weeks ended
----------------------------
October 4, October 5,
1997 1996
------------ -------------
Cash flows from operations:
Net income (loss)........................ $ 1,310,502 $(4,604,214)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization................. 12,972,301 12,383,414
Amortization of deferred financing costs...... 375,950 137,930
Provision for losses on accounts receivable... 46,575 23,200
Minority interest............................. 4,339 (20,683)
Deferred income taxes......................... (583,987) -
Expenditures towards closing of stores........ 1,063,909 (649,083)
Non-recurring charge.......................... - 4,435,000
Gain on sale of assets........................ (325,426) -
Gain on sale of investment.................... (930,344) -
Changes in operating assets and liabilities:
Accounts receivable........................... (1,593,282) (1,200,503)
Inventories................................... (473,380) (215,521)
Prepaid expenses.............................. (1,181,958) 391,361
Refundable income taxes....................... 1,667,914 82,798
Accounts payable.............................. 1,015,438 1,193,381
Accrued expenses.............................. (2,065,999) (2,446,755)
----------- -----------
Net cash provided by operating activities... 11,302,552 9,510,325
----------- -----------
Cash flows from investing activities:
Additions to property and equipment........... (12,083,345) (11,069,546)
Proceeds from sale of assets ................. 3,641,043 -
Proceeds from sale of investment.............. 2,000,000 -
Payments received on notes receivable......... 91,253 66,509
Increase in intangible assets................. (78,506) (45,371)
Increase in deposits and other................ (1,299,143) (5,169,986)
Increase in notes receivable.................. (2,591,044) (474,957)
----------- -----------
Net cash used in investing activities....... (10,319,742) (16,693,351)
----------- -----------
Cash flows from financing activities:
Exercise of employee stock options............ 185,969 407,434
Proceeds from issuance of warrants............ - 678,537
Proceeds from long-term debt issuance net
of deferred financing costs................. 46,136,488 73,160,975
Principal payments on long-term debt.......... (45,639,600) (67,133,666)
Deferred financing costs...................... (188,026) (1,145,788)
(Decrease) in minority interest............... (242,307) (279,085)
----------- -----------
Net cash provided by financing activities... 252,524 5,688,407
----------- -----------
Net increase (decrease) in cash and cash
equivalents..................................... 1,235,334 (1,494,619)
----------- -----------
Cash and cash equivalents, at beginning of period. 2,578,830 6,419,646
----------- -----------
Cash and cash equivalents, at end of period....... $ 3,814,164 $ 4,925,027
=========== ===========
The accompanying notes are an integral part of the consolidated financial
statements.
5
Notes to Consolidated Financial Statements
Note A - Basis of Presentation
The accompanying unaudited, consolidated financial statements of Au Bon
Pain Co., Inc. and Subsidiaries (the "Company") have been prepared in accordance
with instructions to Form 10-Q and, therefore, do not include all information
and footnotes normally included in financial statements prepared in conformity
with generally accepted accounting principles. They should be read in
conjunction with the audited financial statements of the Company for the fiscal
year ended December 28, 1996.
The accompanying financial statements are unaudited and include all
adjustments (consisting of normal recurring adjustments and accruals) that
management considers necessary for a fair presentation of its financial position
and results of operations for the interim periods, and are not necessarily
indicative of the results that may be expected for the entire year.
Note B - Franchise Fees
Fees from the sale of area development rights and individual franchises
are recognized as revenue upon the completion of all commitments related to the
agreements and, for the sale of individual franchises, upon the commencement of
franchise operations.
Note C - Earnings Per Share
Income per share is based on the weighted average number of shares
outstanding during the period after consideration of the dilutive effect, if
any, for stock options and convertible debt. Fully diluted net income per share
has not been presented as the amount would not differ significantly from that
presented.
Note D - Commitments
The Company currently has international franchise development
agreements with developers in Chile, certain other South American countries,
Thailand, Indonesia, The Philippines, Malaysia/Singapore, the United Kingdom,
the Caribbean Islands and the Canary Islands. Under these agreements, the
Company has granted exclusive development rights to franchise and operate Au Bon
Pain bakery cafes in the respective country or countries. These agreements
generally require the payment of up front development fees, a franchise fee for
each Au Bon Pain bakery cafe opened and royalties from the sale of products from
each bakery cafe. The developer is, in most instances, required to open bakery
cafes according to a specific minimum schedule. The Company may also agree to
provide advice, consultation and training for the development of a frozen dough
plant. The franchisee is required to purchase all of its croissants, muffins and
cookies from the Company until the opening of its own frozen dough plant,
subject to importation regulations and restrictions.
6
Note E - Sale of Assets
In the third quarter of 1997, the Company sold back to the Company's
coffee roaster, Peet's Coffee & Tea, Inc, its investment in Peet's preferred
stock. As a result of the sale, the Company recognized a gain of $930,000. In
addition, in connection with a Saint Louis Bread franchise development agreement
in Champaign, Illinois and an Au Bon Pain franchise development agreement in
Philadelphia, both signed during the third quarter, the Company sold a Saint
Louis Bread bakery cafe for a gain of $325,000, and eleven Au Bon Pain bakery
cafes in the Philadelphia area at net book value, respectively. No gain or loss
was recognized on the Au Bon Pain franchise development agreement. Both the gain
on the sale of the Peet's investment and the gain on the Saint Louis Bread
franchise development agreement were recognized as a component of other expense
(income), net.
Note F - Litigation Settlement
During the third quarter of 1997, the Company entered into a definitive
agreement to settle a lawsuit filed by a former vendor of the Company. The
Company recorded a charge of $675,000 in the third quarter of 1997 as a
component of other expense (income), net, to cover the settlement and other
expenses incurred in connection therewith.
Note G - Provision (Benefit) for Income Taxes
During the third quarter of 1997, the Company recognized a tax benefit
of $1 million due to the Company's corporate-owned life insurance (COLI) plan.
Note H - Recent Accounting Pronouncements
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128 ("SFAS 128"), Earnings Per
Share, and No. 129 ("SFAS 129"), Disclosure of Information About Capital
Structure, and in June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 131 ("SFAS 131"), Disclosures
about Segments of an Enterprise and Related Information, which are effective for
financial statements issued for periods ending after December 15, 1997. SFAS 128
addresses the computation, presentation and disclosure requirements associated
with earnings per share. SFAS 129 addresses specific disclosures about an
entity's capital structure. SFAS 128 and SFAS 129 will be adopted by the Company
in the fourth quarter of 1997. SFAS 131 specifies new guidelines for determining
a company's operating segments and related requirements for disclosure. The
Company is in the process of evaluating the impact of the new standards "SFAS
128 and SFAS 129" on the presentation of the financial statements and the
disclosure therein. SFAS 131 will be adopted in the fiscal year 1998.
7
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following table sets forth the percentage relationship to total
revenues of certain items included in the Company's consolidated statements of
operations for the period indicated:
For the For the
12 weeks ended 40 weeks ended
----------------- ------------------
Oct. 4, Oct. 5, Oct. 4, Oct. 5,
1997 1996 1997 1996
------ ------ ------ ------
Revenues:
Restaurant sales........ 93.3% 96.2% 93.4% 95.9%
Franchise sales and
other revenues........ 6.7 3.8 6.6 4.1
----- ----- ----- -----
100.0% 100.0% 100.0% 100.0%
Costs and expenses:
Cost of food and
paper products........ 35.3% 38.9% 35.6% 36.2%
Restaurant operating
expenses.............. 48.7 49.9 48.0 49.0
Depreciation and
amortization.......... 6.6 7.0 6.8 6.9
General and
administrative........ 6.5 6.7 6.6 6.3
Non-recurring charge.... -- 8.1 -- 2.5
----- ----- ----- -----
97.1 110.6 97.0 100.9
----- ----- ----- -----
Operating margin.......... 2.9 (10.6) 3.0 (0.9)
Interest expense, net..... 2.8 2.4 2.8 2.0
Other expense, net........ (0.6) 1.2 0.1 1.2
Minority interest......... - - - -
----- ----- ----- -----
Income before provision
for income taxes........ 0.7 (14.2) 0.1 (4.1)
Provision for income taxes (1.7) (3.3) (0.6) (1.5)
----- ----- ----- -----
Net income................ 2.4% (10.9)% 0.7% (2.6)%
===== ===== ===== =====
General
The Company's revenues are derived from restaurant sales and franchise
sales and other revenues. Franchise sales and other revenues include sales of
frozen dough products to franchisees and others, royalty income and franchise
fees. Certain expenses (cost of food and paper products, restaurant operating
expenses, and depreciation and amortization) relate primarily to restaurant
sales, while general and administrative expenses relate to all areas of revenue
generation.
The Company's fiscal year ends on the last Saturday in December. The
Company's fiscal year normally consists of 13 four-week periods, with the first,
second and third quarters ending 16 weeks, 28 weeks and 40 weeks, respectively,
into the fiscal year.
8
Results of Operations
Total revenues increased 9% in the third quarter of 1997 to $60.2
million from $55.0 million in the third quarter of 1996. The increase reflects a
22% increase in total revenues to $16.7 million in the third quarter of 1997 in
the Saint Louis Bread business, driven by a strong year-over-year comparable
restaurant sales increase and strong sales at the new bakery cafes opened in
both 1996 and 1997 to-date. In the Au Bon Pain business unit, total revenues
increased modestly to $43.5 million for the third quarter of 1997 from $41.3
million in the third quarter of 1996. Saint Louis Bread comparable restaurant
sales increased 7.2% in the third quarter of 1997 versus the comparable quarter
of 1996, which was particularly notable on top of the 11.5% comparable
restaurant sales increase recorded in the third quarter of 1996. Comparable
restaurant sales for the Au Bon Pain business unit in the third quarter of 1997
increased by 2.9% versus the comparable quarter of 1996, representing the fourth
consecutive quarter of sequentially improved same store sales versus the prior
year. Improved execution and the roll-out of new products drove sales growth in
both business units.
Operating income increased in the third quarter of 1997 to $1.7 million
versus a loss of $1.4 million in the comparable quarter of 1996 before the
non-recurring charge taken in the third quarter of 1996. On this basis,
operating margin was 2.9% in the third quarter of 1997 versus (2.6)% in the
third quarter of 1996, principally reflecting the stabilization and improvement
in operating margins at the frozen dough facility which had been brought on-line
this time last year. The third quarter improvement also reflects continued
operating margin improvement across all business units despite higher overhead
spending on a percentage of revenue basis in preparation for greater Company and
franchise unit growth in 1998.
In the third quarter of 1997, three Saint Louis Bread franchise area
development agreements were signed, representing commitments for the development
of 43 bakery cafes. Saint Louis Bread now has franchise commitments for the
development of a total of 221 bakery cafes.
During the third quarter of 1997, Au Bon Pain International also
completed an agreement for the development of 20 bakery cafes in South Florida
and the Caribbean Islands, adding to its earlier 1997 commitments for
development in Malaysia/Singapore and the United Kingdom. Finally, in the third
quarter, the Company entered into an area development agreement towards the
development of 17 new bakery cafes in the metropolitan Philadelphia market. As
part of the agreement, eleven existing Au Bon Pain bakery cafes owned by the
Company were sold to the new franchisee group, ABP Delaware Valley LLC for an
amount equal to the carrying net book value of the assets.
Other Expense (Income), net
In the third quarter of 1997, the Company sold back to the Company's
coffee roaster, Peet's Coffee & Tea, Inc, its investment in Peet's preferred
stock. As a result of the sale, the Company recognized a gain of $930,000. In
addition, in connection with a Saint Louis Bread franchise development agreement
in Champaign, Illinois and an Au Bon Pain franchise development agreement in
Philadelphia, both signed during the third quarter, the Company sold a Saint
Louis Bread bakery cafe for a gain of $325,000, and eleven Au Bon Pain bakery
cafe's in the Philadelphia area at net book value, respectively. No gain or loss
was recognized on the Au Bon Pain franchise development agreement. Both the gain
on the sale of the Peet's investment and the gain on the Saint Louis Bread
franchise development agreement were recognized as a component of other expense
(income), net.
Litigation Settlement
During the third quarter of 1997, the Company entered into a definitive
agreement to settle a lawsuit filed by a former vendor of the Company. The
Company recorded a charge of $675,000 in the third quarter of 1997 as a
component of other expense (income), net, to cover the settlement and other
expenses incurred in connection therewith.
9
Liquidity and Capital Resources
The Company's principal requirements for cash are capital expenditures
for constructing and equipping new bakery cafes, maintaining or remodeling
existing bakery cafes and working capital. To date, the Company has met its
requirements for capital with cash from operations, proceeds from the sale of
equity and debt securities and bank borrowings.
Total capital expenditures for the forty weeks ended October 4, 1997 of
$12.0 million were related primarily to the construction of new Saint Louis
Bread bakery cafes and the remodeling of existing Au Bon Pain bakery cafes. The
expenditures were funded principally by net cash from operating activities and
by use of the Company's revolving line of credit.
In December 1993, the Company issued the 1993 Notes. The 1993 Notes are
convertible into shares of the Company's Class A Common Stock, at a conversion
price per share of $25.50, subject to adjustment. Beginning in December 1997,
the Company may, at its option, redeem all or any part of the 1993 Notes upon
the payment of the principal amount together with a premium based upon a
declining percentage of the principal amount.
In July 1995, the Company obtained an $8.6 million industrial
development bond to fund the construction of a second production facility in
Mexico, Missouri. The bond was issued by the City of Mexico, Missouri, and
secured by an $8.7 million letter of credit issued by a commercial bank.
Interest accrues at a weekly floating rate, which was 3.90% on October 4, 1997.
The Company has a $26 million unsecured revolving line of credit which
bears interest at either the commercial bank's prime rate plus .5 basis points,
or LIBOR plus an amount ranging between .75% and 3.0%, depending upon certain
financial tests. At October 4, 1997 $23.0 million was outstanding under the line
of credit and an additional $.9 million of the remaining availability was
utilized by outstanding letters of credit issued by the bank on behalf of the
Company. In addition, at October 4, 1997 the Company had a $3.4 million term
loan outstanding, collateralized by an office building located in Woburn, MA.
The term loan matures on March 15, 2000.
The Company currently anticipates spending approximately $15 million in
1997 for capital expenditures, principally for the opening of new bakery cafes
and the remodeling of existing Au Bon Pain bakery cafes. The Company expects to
fund these expenditures principally through internally generated cash flow and
the use of the Company's revolving line of credit.
10
On July 24, 1996, the Company issued $15 million senior subordinated
debentures maturing in July, 2000. The debentures accrue interest at varying
fixed rates over the four year term, ranging between 11.25% and 14.0%. In
connection with the private placement, warrants were issued to purchase between
400,000 and 580,000 shares of the Company's Class A Common Stock, depending on
the term which the debentures remain outstanding and certain future events. The
net proceeds of the financing were used to reduce the amount outstanding under
the Company's bank revolving line of credit. With the senior subordinated
financing and the Company's existing revolving line of credit, the Company's
management believes it has the capital resources necessary to meet its growth
goals through 1998.
Recent Accounting Pronouncements
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128 ("SFAS 128"), Earnings Per
Share, and No. 129 ("SFAS 129"), Disclosure of Information About Capital
Structure, and in June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 131 ("SFAS 131"), Disclosures
about Segments of an Enterprise and Related Information, which are effective for
financial statements issued for periods ending after December 15, 1997. SFAS 128
addresses the computation, presentation and disclosure requirements associated
with earnings per share. SFAS 129 addresses specific disclosures about an
entity's capital structure. SFAS 128 and SFAS 129 will be adopted by the Company
in the fourth quarter of 1997. SFAS 131 specifies new guidelines for determining
a company's operating segments and related requirements for disclosure. The
Company is in the process of evaluating the impact of the new standards "SFAS
128 and SFAS 129" on the presentation of the financial statements and the
disclosure therein. SFAS 131 will be adopted in the fiscal year 1998.
Certain Factors Affecting Future Operating Results
Statements made or incorporated in this Form 10-Q include a number of
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements include, without limitation, statements containing
the words "anticipates", "believes", "expects", "intends", "future", and words
of similar import which express management's belief, expectations or intentions
regarding the Company's future performance. The Company's actual results could
differ materially from those set forth in the forward-looking statements. In
particular, with respect to the statement regarding management's belief that the
Company will grow later in 1997, the expected growth is dependent upon the
successful execution of business plans by the Company's franchisees and the
adequacy of capital available for expansion plans.
11
PART II. OTHER INFORMATION
- --------------------------
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibit 10.1 Stock Repurchase Agreement among Au Bon Pain Co., Inc., Peet's
Companies, Inc., Peet's Coffee & Tea, Inc., Peet's Trademark Company, and
Cooley Godward, LLP dated September 26, 1997.
(b) Au Bon Pain Co., Inc. did not file any reports on Form 8-K during the
quarter ended October 4, 1997.
12
SIGNATURES
Pursuant to the requirements 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.
AU BON PAIN CO., INC.
(Registrant)
Dated: November 17, 1997 By: /S/ LOUIS I. KANE
---------------------------------
Louis I. Kane
Co-Chairman
Dated: November 17, 1997 By: /S/ RONALD M. SHAICH
---------------------------------
Ronald M. Shaich
Co-Chairman and
Chief Executive Officer
Dated: November 17, 1997 By: /S/ ANTHONY J. CARROLL
---------------------------------
Anthony J. Carroll
Senior Vice President and
Chief Financial Officer
13