UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 11,2006
JOHN B. SANFILIPPO & SON, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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0-19681
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36-2419677 |
| (State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number) |
2299 Busse Road, Elk Grove Village, Illinois 60007
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (847) 593-2300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions ( see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 — Entry into a Material Definitive Agreement.
On May 11, 2006, John B. Sanfilippo & Son, Inc. (the “Company”) and Prologis entered into an
Agreement of Purchase and Sale (the “Agreement”) in furtherance of the Company’s facility
consolidation project. The Agreement provides that the Company will sell to Prologis its
facilities located at 1851 Arthur Avenue in Elk Grove Village, Illinois and 3001 Malmo Drive in
Arlington Heights, Illinois, for a combined $7.8 million. Prologis has begun due diligence in
connection with this acquisition as provided in the Agreement. The closing of the sale of the
Company’s facilities under the Agreement is subject to customary closing conditions. In addition,
the closing of the sale of these properties is subject to the
completion of the sale to Prologis by a related-party
partnership of the facility currently leased by the Company at 2299 Busse Road in Elk Grove
Village, Illinois. This related-party partnership has separately entered into an agreement to sell
to Prologis another facility leased by the Company which is located at 1717 Arthur Avenue, Elk
Grove Village, Illinois. In each case, Prologis will then lease the facilities to the Company
under leases expected to be entered into in connection with the closing of these acquisitions. The
Company expects to lease these facilities until such time as the Company is able to transfer
production from these facilities to its new facility in Elgin, Illinois. The Company anticipates
that all Chicago area operations will be transferred to the Elgin site by December 2008, at which
time all leases with Prologis will be completed.
A copy of the Agreement is included as an exhibit to this Current Report on Form 8-K.
Item 9.01 — Financial Statements and Exhibits
(c) Exhibits
The exhibits furnished herewith are listed in the Exhibit Index, which follows the signature page
of this Current Report on Form 8-K.