-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E5UInpRZ4pTSEonCnpyFG0ResF1zJw86drppsUFX7Sg6xjZZw3mGsAMKklsEvsOq O5g8naqYGoF8YZ4aKb7Xkg== 0000950137-97-003142.txt : 19970924 0000950137-97-003142.hdr.sgml : 19970924 ACCESSION NUMBER: 0000950137-97-003142 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970923 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SANFILIPPO JOHN B & SON INC CENTRAL INDEX KEY: 0000880117 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 362419677 STATE OF INCORPORATION: DE FISCAL YEAR END: 0626 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41863 FILM NUMBER: 97684330 BUSINESS ADDRESS: STREET 1: 2299 BUSSE RD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007-6057 BUSINESS PHONE: 8475932300 MAIL ADDRESS: STREET 1: 2299 BUSSE RD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007-6057 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANFILIPPO MARIAN CENTRAL INDEX KEY: 0000906043 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2299 BUSSE RD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 BUSINESS PHONE: 8475932300 MAIL ADDRESS: STREET 1: 2299 BUSSE RD CITY: ELK GROVE VILLAGE STATE: IL ZIP: 60007 SC 13D/A 1 FORM SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) JOHN B. SANFILIPPO & SON, INC. ________________________________________________________________________________ (NAME OF ISSUER) COMMON STOCK, PAR VALUE $.01 ________________________________________________________________________________ (TITLE OF CLASS OF SECURITIES) 800422 10 7 _______________ (CUSIP NUMBER) TIMOTHY R. DONOVAN JENNER & BLOCK ONE IBM PLAZA CHICAGO, IL 60611 (312) 222-9350 _______________________________________________________________________________ (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) N/A ______________________________________________________ (DATE OF EVENT WHICH REQUIRE FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-(b)(3) or (4), check the following box [ ] 2 SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP No. 800422 10 7 Page 2 of 8 Pages - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marian Sanfilippo - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States =============================================================================== 7 SOLE VOTING POWER NUMBER OF 922,872 (includes (i) 24,500 shares of Class A SHARES Common Stock held directly by Ms. Sanfilippo, (ii) 890,220 shares of Class A Common Stock BENEFICIALLY held by Ms. Sanfilippo as trustee of certain trusts, and (iii) 8,152 shares of Common OWNED BY Stock held directly by Ms. Sanfilippo.) EACH --------------------------------------------------------------- REPORTING 8 SHARED VOTING POWER 0 --------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 922,872 WITH --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 =============================================================================== 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 922,872 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.6% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 ITEM 1. SECURITY AND ISSUER. This Amendment No. 3 relates to the Common Stock, par value $.01 per share (the "Common Stock"), of John B. Sanfilippo & Son, Inc., a Delaware corporation ("JBSS"), whose principal executive offices are located at 2299 Busse Road, Elk Grove Village, Illinois 60007. ITEM 2. IDENTITY AND BACKGROUND. This Amendment No. 3 is being filed by Marian Sanfilippo ("Ms. Sanfilippo"). Ms. Sanfilippo is filing this Statement because, as more fully discussed below, she may be deemed to own more than five percent of the outstanding Common Stock of JBSS. Ms. Sanfilippo's principal occupation is that of housewife and mother. She is a citizen of the United States, and her address where her principal occupation is carried on is P.O. Box 367, Barrington, Illinois 60010. During the last five years, Ms. Sanfilippo has neither: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been a party to a civil proceeding or administrative 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The 922,872 shares of Common Stock held by Ms. Sanfilippo include (A) 24,500 shares of Class A Common Stock held directly by Ms. Sanfilippo transferred to her by her husband Mr. Sanfilippo for no consideration, (B) 890,220 shares of Class A Common Stock held by Ms. Sanfilippo as trustee of certain trusts, the beneficiaries of which are her children (Ms. Sanfilippo is the trustee not a beneficiary of any of the trusts), and (c) 8,152 shares of Common Stock. ITEM 4. PURPOSE OF THE TRANSACTION. On December 10, 1991 JBSS filed a Restated Certificate of Incorporation ("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 of the Restated Certificate was automatically converted into one share of the 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, Ms. Sanfilippo acquired 8,152 shares of Common Stock and 965,220 shares of Class A Common Stock, including 965,000 shares of Class A Stock held by Ms. Sanfilippo as trustee of certain trusts, the beneficiaries of which are her children. On May 4, 1993, 75,000 shares of Common Stock of JBSS were sold by Ms. Sanfilippo (as a trustee of and on behalf of certain trusts) in an initial public offering of shares. The 75,000 shares of Common Stock were acquired by Ms. Sanfilippo (as trustee) immediately prior to their sale when she elected (as trustee) to convert 75,000 shares of Class A Common Stock to an equal number of shares of Common Stock pursuant to Part 4(a) of Subdivision II of JBSS's Restated Certificate of Incorporation. After the sale of such stock, Ms. Sanfilippo received 24,500 shares of Class A Common Stock from her husband Mr. Sanfilippo which she now holds directly. Ms. Sanfilippo is deemed to be the beneficial owner of 922,872 shares of Common Stock. The shares of Common Stock and Class A Stock acquired by Ms. Sanfilippo, were acquired for investment purposes and not with any view to the resale or distribution thereof. Except as described in this statement, the trust agreement and as may result from or in connection with the Restated Certificate, Ms. Sanfilippo has no plans or proposals which relate to or would result in: Page 3 of 8 4 (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 Ms. Sanfilippo are subject to change at any time, and there can be no assurance that Ms. Sanfilippo will actually convert her Class A Common Stock of JBSS to Common Stock of JBSS pursuant to the Restated Certificate or otherwise take or refrain from taking any other actions. Ms. Sanfilippo 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 and the Trust Agreement are qualified in their entirety by the provisions of such documents. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As a result of the filing of the Restated Certificate, the recapitalization, and the other related transactions Ms. Sanfilippo is the beneficial owner (as the term is defined in Rule 13d-3 under the Securities Act of 1934) of an aggregate of 992,872 shares of JBSS Common Stock. Ms. Sanfilippo's ownership represents 17.3% of the outstanding shares of Class A Common Stock and 21.6% of the voting stock (other than the election of directors). (b) Ms. Sanfilippo has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 8,152 shares of Common Stock and 24,500 shares of Class A Stock owned directly by Ms. Sanfilippo and the 965,220 shares of Class A Stock, or, if converted, Common Stock over which she is deemed to possess beneficial ownership. (c) On April 26, 1993 Ms. Sanfilippo as Trustee for the benefit of Lisa Ann Evon, formerly known as Lisa Ann Sanfilippo, transferred Class A Common Stock from a Trust for the benefit of Lisa Ann Evon, under the Jasper Sanfilippo Children's Trust Agreement dated March 6, 1990 to the Lisa Sanfilippo Irrevocable Trust dated January 21, 1993. The Lisa Sanfilippo Irrevocable Trust has 178,044 Class A Common shares. On October 8, 1996, Ms. Sanfilippo as trustee for the benefit of Jasper B. Sanfilippo, Jr.; James J. Sanfilippo; John E. Sanfilippo; and Jeffrey T. Sanfilippo under the Jasper Sanfilippo Children's Trust Agreement dated March 6, 1990 merged the preceding four trusts and all of their assets including 178,044 Class A Common shares in each trust into the Jasper B. Sanfilippo, Jr. Irrevocable Trust; the James J. Sanfilippo Irrevocable Trust; the John E. Sanfilippo Irrevocable Trust; and the Jeffrey T. Sanfilippo Irrevocable Trust each dated October 8, 1996 (the "Trust Agreements"). No transactions involving Class A Common Stock or Common Stock of JBSS were effected by Ms. Sanfilippo during the past sixty days. Page 4 of 8 5 (d) Pursuant to the Trust Agreement referred to in this Item 5, of which Ms. Sanfilippo 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 is the property of the respective trusts. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Pursuant to the Restated Certificate, among other things: (i) So long as there is Class A Common Stock outstanding, holders of Common Stock and Class A Common 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; (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 Common Stock, 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 holder of Class A Common Stock are entitled to elect the rest of the directors; (ii) Each record holder of Class A Common Stock is entitled at any time to convert any or all of the shares of such Class A Common 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 Common Stock, other than a "Permitted Transfer" as described in Part 4(b) of Subdivision 11 of the Restated Certificate, all such transferred shares of Class A Common Stock will be automatically converted into an equal number of shares of Common Stock; (iv) All outstanding shares of Class A Common 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 Common Stock constitutes less than 12.5% of the total number of outstanding shares of Common Equity. Ms. Sanfilippo is the trustee of five trusts. As the trustee under these trusts Ms. Sanfilippo has the authority to vote, or to direct the vote, and to dispose, or to direct the disposition of the 890,220 shares of Class A Common Stock held in aggregate by the trusts. 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 Common Stock held by each trust. Ms. Sanfilippo is the mother of the beneficiary under each trust.
Trust Grantor and Beneficiary Number of Shares ============================================================================================ James J. Sanfilippo Irrevocable Trust, dated October 8, 1996 James J. Sanfilippo 178,044 Jasper B. Sanfilippo Irrevocable Trust, dated October 8, 1996 Jasper B. Sanfilippo 178,044 Lisa Sanfilippo Irrevocable Lisa Ann Evon Trust, dated January 21, 1993 (formerly Lisa Ann Sanfilippo) 178,044 Jeffrey T. Sanfilippo Irrevocable Trust, dated October 8, 1996 Jeffrey T. Sanfilippo 178,044 John E. Sanfilippo Irrevocable Trust, dated October 8, 1996 John E. Sanfilippo 178,044
The beneficiary under each trust is paid the income of the trust, including that derived from shares of Class A Common Stock, and so much of the principal of the trust, including shares of Class A Common Stock, as Ms. Sanfilippo, as trustee, determines to be required or advisable based on certain criteria. The beneficiary under each trust has the right Page 5 of 8 6 to receive the shares of JBSS held in trust under certain circumstances as provided in the respective trust agreements. Currently, the percentage of the shares of JBSS held in trust for the respective beneficiaries does not exceed five percent of the total number of outstanding shares of Common Stock. Jasper B. Sanfilippo Jr., Lisa Ann Evon and Jeffrey T. Sanfilippo each have pledged 178,044 shares of JBSS Class A Common Stock, as beneficiaries under their trust agreements, to the Northern Trust Company to secure for each a separate $400,000 secured revolving line of credit. The Northern Trust Company is entitled, upon default by a beneficiary under the credit agreements to sell the shares of Class A Common Stock pledged to it by the defaulting beneficiary in order to satisfy the defaulting beneficiary's loan obligations. In addition, James Sanfilippo and John Sanfilippo each pledged 178,044 shares of JBSS Class A Common Stock as beneficiaries under their trust agreements to First Star Bank Illinois to secure personal and business loans totaling in the aggregate $2,500,000. First Star Bank Illinois is entitled, upon a default by John Sanfilippo or James Sanfilippo under the loan agreements to sell the pledged shares of Class A Common Stock. The foregoing brief summary of the Restated Certificate and the Trust Agreements do not purport to be complete and it is qualified in its entirety by the terms and conditions set forth in the Restated Certificate and the Trust Agreements. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (i) Trust Agreement between Jasper B. Sanfilippo, as grantor and beneficiary, and Mr. Sanfilippo as trustee, dated October 6, 1996. (ii) Trust Agreement between Jeffrey T. Sanfilippo, as grantor and beneficiary, and Mr. Sanfilippo as trustee, dated October 6, 1996. (iii) Trust Agreement between John E. Sanfilippo, as grantor and beneficiary, and Mr. Sanfilippo as trustee, dated October 6, 1996. (iv) Trust Agreement between James J. Sanfilippo, as grantor and beneficiary, and Mr. Sanfilippo as trustee, dated October 6, 1996. Page 6 of 8 7 SIGNATURE 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: September 23, 1997 /s/ Marian Sanfilippo ---------------------------------------------- Marian Sanfilippo Page 7 of 8 8 EXHIBIT INDEX ------------- Exhibit Number Document - ------ -------- 1. Trust Agreement between Jasper B. Sanfilippo, as grantor and beneficiary, and Mr. Sanfilippo as trustee, dated October 6, 1996. 2. Trust Agreement between Jeffrey T. Sanfilippo, as grantor and beneficiary, and Mr. Sanfilippo as trustee, dated October 6, 1996. 3. Trust Agreement between John E. Sanfilippo, as grantor and beneficiary, and Mr. Sanfilippo as trustee, dated October 6, 1996. 4. Trust Agreement between James J. Sanfilippo, as grantor and beneficiary, and Mr. Sanfilippo as trustee, dated October 6, 1996. Page 8 of 8 EX-1 2 TRUST AGREEMENT 1 Exhibit 1 JASPER B. SANFILIPPO IRREVOCABLE TRUST AGREEMENT This agreement is made on Oct. 18, 1996, between me, JASPER SANFILIPPO, as grantor, and my wife, MARIAN SANFILIPPO ("my wife"), as trustee. I am transferring to the trustee $10.00 and other property. The trustee shall hold such property for the benefit of my son, JASPER B. SANFILIPPO ("JASPER"), as hereinafter provided. This trust shall be known as the "Jasper B. Sanfilippo Irrevocable Trust, dated Oct. 18, 1996." FIRST: A. The trustee shall pay to JASPER, commencing with the creation of the trust and continuing until the termination of the trust, all of the income of the trust and so much or all of the principal thereof as the trustee determines to be required or advisable from time to time for JASPER'S reasonable support and medical care, considering his other resources known to the trustee. B. Upon JASPER'S death, the trust shall terminate and the trustee shall distribute any accrued or undistributed income of the trust to JASPER'S estate and the principal of the trust to such person or persons, other than JASPER'S estate, his creditors and the creditors of his estate, as JASPER may appoint by will which specifically exercises this limited power of appointment. The trustee may assume that JASPER left no will if at the expiration of three (3) months after JASPER'S death the trustee has no knowledge of the existence of his will. Principal of the trust not validly appointed by JASPER shall be distributed to his descendants per stirpes who are living upon the 2 termination of the trust and if none, to my descendants per stirpes who are then living. SECOND: The following provisions shall apply to each trust created by this agreement: A. If under any prior provision of this agreement a share of any trust is distributable, except by the exercise of a power of appointment, to a beneficiary who has not then attained age 21, the beneficiary's share shall immediately vest in the beneficiary but in the trustee's discretion the trustee shall either (1) create a custodianship for the beneficiary under a Uniform Transfers to Minors Act and distribute the share to that custodian; (2) distribute the share to a then acting custodian for the beneficiary under a Uniform Transfers to Minors Act; or (3) retain the share in a separate trust as follows: the trustee shall pay to the beneficiary so much or all of the income and principal of the trust as the trustee determines to be required or advisable from time to time for the beneficiary's reasonable support, education and medical care, considering the beneficiary's other resources known to the trustee. Income not paid to the beneficiary shall be added to trust principal. When the beneficiary attains age 21, the trust shall terminate and the trustee shall distribute to the beneficiary the principal and any accrued or undistributed income of the trust. If the beneficiary dies before attaining age 21, the trust thereupon shall terminate and the trustee shall distribute -2- 3 the principal and any accrued or undistributed income of the trust to the beneficiary's estate. B. Mandatory income payments shall be made in quarterly installments, or more often if the trustee sees fit. C. Each trust created under this agreement or pursuant to any power of appointment granted hereunder shall terminate not later than the day immediately preceding the date 21 years after the death of the last to die of me, my wife and my descendants who are living on March 6, 1990, and the trustee shall upon that day, regardless of any other provision of this agreement, distribute the principal and any accrued or undistributed income of each trust then held hereunder to the income beneficiary thereof. THIRD: In addition to the powers from time to time conferred on the trustee by the Illinois Trusts and Trustees Act, the trustee shall have the following powers exercisable in the trustee's discretion: A. To charge or not to charge against income an allowance for depreciation; B. To borrow money from any source, including but not limited to, the banking department of a successor corporate trustee; C. If at any time the principal of a trust required to be held under the terms of this agreement is less than $50,000 in value, to distribute the principal and any accrued or undistributed income of the -3- 4 trust to its income beneficiary, and that trust shall thereupon terminate, notwithstanding any provisions in this agreement to the contrary; D. When there is a trust under this agreement and a trust under another document, each having the same beneficiary or beneficiaries and terms which are substantially identical as to the distribution of income and principal, to transfer all of the assets of such trust under this agreement to the trustee or trustees of the substantially identical trust, and thereupon such trust under this agreement shall terminate; E. To retain as an investment of the trusts securities of any one or more closely-held businesses which may become an asset of the trusts, and/or of any successor to or subsidiary or affiliate of each such business. Each such business and all successors, subsidiaries and affiliates thereof, if any, are hereinafter singly and collectively referred to as the "Company." "Securities" shall include common and preferred stocks, bonds, debentures, voting trust certificates, interests in limited liability companies, and any other evidence of a proprietary or partnership interest in and/or an obligation of the Company. The trustee shall have with reference to such securities the following powers, in addition to those elsewhere herein granted: 1. To participate in the management of the Company as an officer or director or otherwise, with appropriate compensation; -4- 5 2. To extend credit to the Company from the banking department of a corporate successor trustee; and 3. To increase the investment of the trusts in the Company by any means, including but not limited to, one or more of the following: making secured or unsecured loans to the Company, purchasing or subscribing to securities of the Company, or pledging assets for debts of the Company. The trustee shall exercise ordinary business judgment in determining how long such securities shall be retained, it being the settlor's intention that the trustee retain such securities as long as in the trustee's judgment it is in the best interest of the beneficiaries, and the trustee shall not be liable for any loss resulting from such retention. The settlor realizes that he is exposing the trusts to risks inherent in all business operations but he believes those risks justifiable by the possibility of preserving the capital and income values of such securities. To the extent that the trustee renders services to the Company, the trustee may charge the Company for those services. Nothing in this agreement shall be construed to prevent any individual trustee from being employed or retained by the Company at a salary or fee commensurate with the value of his or her service, nor to prevent him or her from purchasing such securities from the trusts or from any other source; F. To make secured or unsecured loans to the income beneficiary of any trust hereunder, and to pledge trust assets, guarantee -5- 6 or otherwise encumber trust assets for any debts, loans, obligations or liabilities of the income beneficiary of any trust hereunder, all as the trustee considers proper and at the sole discretion of the trustee. Notwithstanding the foregoing, a trustee who is the beneficiary of any trust hereunder shall not have any powers under this paragraph relating to the trust or trusts of which the trustee is the beneficiary. The trustee shall not be liable to any beneficiary of any trust hereunder or any other person or entity for deciding in the trustee's discretion to exercise or not to exercise the powers under this paragraph and the trustee shall not be personally liable under any such pledge, guarantee or other encumbrance; and G. To do all other acts to accomplish the proper management, investment and distribution of the trusts. FOURTH: No interest under this trust shall be assignable by any beneficiary. Cash or other property distributable hereunder shall not be subject to claims of any creditor of any beneficiary, nor to claims for alimony or maintenance. Nothing herein contained shall prevent the exercise of any power of appointment under this agreement or prevent distribution of money or property to the estate of a deceased beneficiary when required by this agreement. FIFTH: The following provisions shall apply to each trust created by this agreement: A. If for any reason my wife does not act or continue to act as trustee, JASPER is appointed successor trustee. If for any reason -6- 7 neither or the foregoing individuals acts or continues to act as trustee, my other child or children who are then living and competent are appointed successor co-trustees or sole trustee, as the case may be. If for any reason one of my remaining children does not act or continue to act as a successor co-trustee, that vacancy shall not be filled, except that if none of the foregoing act or continue to act as trustee, THE NORTHERN TRUST COMPANY, of Chicago, Illinois, is appointed successor trustee. If for any reason none of the foregoing nor any successor trustee appointed as hereinafter provided acts or continues to act as trustee, a successor trustee shall be appointed as provided in the Illinois Trusts and Trustees Act and shall be any "qualified corporate trustee". A "qualified corporate trustee" shall be any corporation situated in the United States and authorized under the laws of the United States or of any state thereof to administer trusts and with capital, surplus and undivided profits of at least fifty million dollars. B. While more than one trustee is acting: 1. The term "trustee" as used in this agreement shall be read as "trustees" and, where appropriate, the singular shall be read as the plural, and corresponding changes shall be read in references to gender. 2. Any trustee may from time to time, by signed revocable instrument, delegate to the other trustee or trustees the -7- 8 exercise of all or less than all of the powers herein conferred upon the successor co-trustees jointly. C. For purposes of this agreement, an individual shall be determined to be incompetent (l) if the individual is under age 18, or (2) if the individual is age 18 or older, upon the unanimous determination by his or her attending physician and such of my children who are then living and competent that the individual is incapable of properly managing his or her financial affairs (except that the individual whose competency is in question shall not participate in that determination). D. If an individual is acting as a trustee hereunder and a determination is made that he or she is incompetent, that determination shall be deemed to constitute his or her resignation as trustee. E. The income beneficiary of any trust created under this agreement may at any time approve the trustee's accounts with respect to that trust, with the same effect as if a court having jurisdiction over the trust approved the accounts. F. The income beneficiary of each trust created hereunder shall have the right from time to time, while living and competent, to remove the then acting corporate trustee of such trust and to appoint any qualified corporate trustee as successor corporate trustee. If the income beneficiary desires to exercise his or her rights under this paragraph, the income beneficiary shall deliver to the trustee whom he or she intends to remove and to the trustee whom he or she intends to appoint, an -8- 9 instrument signed by the income beneficiary reciting such removal and appointment. Such removal and appointment shall take effect 30 days after the removed trustee receives that instrument. G. In the case of any incompetent income beneficiary, a living and competent parent or child, or guardian or conservator if the income beneficiary has no living and competent parent or child, may receive notices, approve accounts, appoint successor trustees and remove corporate trustees as provided in this article on behalf of the incompetent income beneficiary. H. Notwithstanding any contrary provision herein, no individual trustee shall participate as trustee in making any decisions relating to a discretionary distribution of income or principal of the trust property to any beneficiary to the extent that such distribution would be in discharge of such trustee's legal obligation (in his or her individual capacity) to support such beneficiary. If an individual trustee is precluded from participating in a particular decision by the foregoing provisions of this paragraph, then the decision shall be made by the other trustee who is not so precluded, if any. If the sole trustee or all of the co-trustees are precluded from participating in a particular decision, then the trustee or trustees with respect to any such trust may appoint by an instrument filed with the trust records any person (other than the settlor) or qualified corporate trustee to act as a "special trustee" of such trust whose sole power shall be to make those decisions relating to -9- 10 discretionary distributions of income and principal of any trust hereunder which the trustee is precluded from making. If for any reason the trustee who appoints a "special trustee" pursuant to this paragraph ceases to act as a trustee, the term of office of the "special trustee" shall terminate. A "special trustee" may act in such capacity more than once. SIXTH: This agreement is irrevocable and may not be amended. SEVENTH: This agreement shall be governed by and interpreted in accordance with the laws of Illinois. IN WITNESS WHEREOF, I and the trustee have signed this agreement on the date first written above. /s/ JASPER SANFILIPPO ------------------------------------- JASPER SANFILIPPO, as Grantor /s/ MARIAN R. SANFILIPPO ------------------------------------- MARIAN R. SANFILIPPO, as Trustee -10- EX-2 3 TRUST AGREEMENT 1 Exhibit 2 JEFFREY T. SANFILIPPO IRREVOCABLE TRUST AGREEMENT This agreement is made on Oct. 18, 1996, between me, JASPER SANFILIPPO, as grantor, and my wife, MARIAN SANFILIPPO ("my wife"), as trustee. I am transferring to the trustee $10.00 and other property. The trustee shall hold such property for the benefit of my son, JEFFREY T. SANFILIPPO ("JEFFREY"), as hereinafter provided. This trust shall be known as the "Jeffrey T. Sanfilippo Irrevocable Trust, dated Oct. 18, 1996." FIRST: A. The trustee shall pay to JEFFREY, commencing with the creation of the trust and continuing until the termination of the trust, all of the income of the trust and so much or all of the principal thereof as the trustee determines to be required or advisable from time to time for JEFFREY'S reasonable support and medical care, considering his other resources known to the trustee. B. Upon JEFFREY'S death, the trust shall terminate and the trustee shall distribute any accrued or undistributed income of the trust to JEFFREY'S estate and the principal of the trust to such person or persons, other than JEFFREY'S estate, his creditors and the creditors of his estate, as JEFFREY may appoint by will which specifically exercises this limited power of appointment. The trustee may assume that JEFFREY left no will if at the expiration of three (3) months after JEFFREY'S death the trustee has no knowledge of the existence of his will. Principal of the trust not validly appointed by JEFFREY shall be distributed to his descendants per stirpes who are living upon the 2 termination of the trust and if none, to my descendants per stirpes who are then living. SECOND: The following provisions shall apply to each trust created by this agreement: A. If under any prior provision of this agreement a share of any trust is distributable, except by the exercise of a power of appointment, to a beneficiary who has not then attained age 21, the beneficiary's share shall immediately vest in the beneficiary but in the trustee's discretion the trustee shall either (1) create a custodianship for the beneficiary under a Uniform Transfers to Minors Act and distribute the share to that custodian; (2) distribute the share to a then acting custodian for the beneficiary under a Uniform Transfers to Minors Act; or (3) retain the share in a separate trust as follows: the trustee shall pay to the beneficiary so much or all of the income and principal of the trust as the trustee determines to be required or advisable from time to time for the beneficiary's reasonable support, education and medical care, considering the beneficiary's other resources known to the trustee. Income not paid to the beneficiary shall be added to trust principal. When the beneficiary attains age 21, the trust shall terminate and the trustee shall distribute to the beneficiary the principal and any accrued or undistributed income of the trust. If the beneficiary dies before attaining age 21, the trust thereupon shall terminate and the trustee shall distribute -2- 3 the principal and any accrued or undistributed income of the trust to the beneficiary's estate. B. Mandatory income payments shall be made in quarterly installments, or more often if the trustee sees fit. C. Each trust created under this agreement or pursuant to any power of appointment granted hereunder shall terminate not later than the day immediately preceding the date 21 years after the death of the last to die of me, my wife and my descendants who are living on March 6, 1990, and the trustee shall upon that day, regardless of any other provision of this agreement, distribute the principal and any accrued or undistributed income of each trust then held hereunder to the income beneficiary thereof. THIRD: In addition to the powers from time to time conferred on the trustee by the Illinois Trusts and Trustees Act, the trustee shall have the following powers exercisable in the trustee's discretion: A. To charge or not to charge against income an allowance for depreciation; B. To borrow money from any source, including but not limited to, the banking department of a successor corporate trustee; C. If at any time the principal of a trust required to be held under the terms of this agreement is less than $50,000 in value, to distribute the principal and any accrued or undistributed income of the -3- 4 trust to its income beneficiary, and that trust shall thereupon terminate, notwithstanding any provisions in this agreement to the contrary; D. When there is a trust under this agreement and a trust under another document, each having the same beneficiary or beneficiaries and terms which are substantially identical as to the distribution of income and principal, to transfer all of the assets of such trust under this agreement to the trustee or trustees of the substantially identical trust, and thereupon such trust under this agreement shall terminate; E. To retain as an investment of the trusts securities of any one or more closely-held businesses which may become an asset of the trusts, and/or of any successor to or subsidiary or affiliate of each such business. Each such business and all successors, subsidiaries and affiliates thereof, if any, are hereinafter singly and collectively referred to as the "Company." "Securities" shall include common and preferred stocks, bonds, debentures, voting trust certificates, interests in limited liability companies, and any other evidence of a proprietary or partnership interest in and/or an obligation of the Company. The trustee shall have with reference to such securities the following powers, in addition to those elsewhere herein granted: 1. To participate in the management of the Company as an officer or director or otherwise, with appropriate compensation; -4- 5 2. To extend credit to the Company from the banking department of a corporate successor trustee; and 3. To increase the investment of the trusts in the Company by any means, including but not limited to, one or more of the following: making secured or unsecured loans to the Company, purchasing or subscribing to securities of the Company, or pledging assets for debts of the Company. The trustee shall exercise ordinary business judgment in determining how long such securities shall be retained, it being the settlor's intention that the trustee retain such securities as long as in the trustee's judgment it is in the best interest of the beneficiaries, and the trustee shall not be liable for any loss resulting from such retention. The settlor realizes that he is exposing the trusts to risks inherent in all business operations but he believes those risks justifiable by the possibility of preserving the capital and income values of such securities. To the extent that the trustee renders services to the Company, the trustee may charge the Company for those services. Nothing in this agreement shall be construed to prevent any individual trustee from being employed or retained by the Company at a salary or fee commensurate with the value of his or her service, nor to prevent him or her from purchasing such securities from the trusts or from any other source; F. To make secured or unsecured loans to the income beneficiary of any trust hereunder, and to pledge trust assets, guarantee -5- 6 or otherwise encumber trust assets for any debts, loans, obligations or liabilities of the income beneficiary of any trust hereunder, all as the trustee considers proper and at the sole discretion of the trustee. Notwithstanding the foregoing, a trustee who is the beneficiary of any trust hereunder shall not have any powers under this paragraph relating to the trust or trusts of which the trustee is the beneficiary. The trustee shall not be liable to any beneficiary of any trust hereunder or any other person or entity for deciding in the trustee's discretion to exercise or not to exercise the powers under this paragraph and the trustee shall not be personally liable under any such pledge, guarantee or other encumbrance; and G. To do all other acts to accomplish the proper management, investment and distribution of the trusts. FOURTH: No interest under this trust shall be assignable by any beneficiary. Cash or other property distributable hereunder shall not be subject to claims of any creditor of any beneficiary, nor to claims for alimony or maintenance. Nothing herein contained shall prevent the exercise of any power of appointment under this agreement or prevent distribution of money or property to the estate of a deceased beneficiary when required by this agreement. FIFTH: The following provisions shall apply to each trust created by this agreement: A. If for any reason my wife does not act or continue to act as trustee, JEFFREY is appointed successor trustee. If for any reason -6- 7 neither or the foregoing individuals acts or continues to act as trustee, my other child or children who are then living and competent are appointed successor co-trustees or sole trustee, as the case may be. If for any reason one of my remaining children does not act or continue to act as a successor co-trustee, that vacancy shall not be filled, except that if none of the foregoing act or continue to act as trustee, THE NORTHERN TRUST COMPANY, of Chicago, Illinois, is appointed successor trustee. If for any reason none of the foregoing nor any successor trustee appointed as hereinafter provided acts or continues to act as trustee, a successor trustee shall be appointed as provided in the Illinois Trusts and Trustees Act and shall be any "qualified corporate trustee". A "qualified corporate trustee" shall be any corporation situated in the United States and authorized under the laws of the United States or of any state thereof to administer trusts and with capital, surplus and undivided profits of at least fifty million dollars. B. While more than one trustee is acting: 1. The term "trustee" as used in this agreement shall be read as "trustees" and, where appropriate, the singular shall be read as the plural, and corresponding changes shall be read in references to gender. 2. Any trustee may from time to time, by signed revocable instrument, delegate to the other trustee or trustees the -7- 8 exercise of all or less than all of the powers herein conferred upon the successor co-trustees jointly. C. For purposes of this agreement, an individual shall be determined to be incompetent (l) if the individual is under age 18, or (2) if the individual is age 18 or older, upon the unanimous determination by his or her attending physician and such of my children who are then living and competent that the individual is incapable of properly managing his or her financial affairs (except that the individual whose competency is in question shall not participate in that determination). D. If an individual is acting as a trustee hereunder and a determination is made that he or she is incompetent, that determination shall be deemed to constitute his or her resignation as trustee. E. The income beneficiary of any trust created under this agreement may at any time approve the trustee's accounts with respect to that trust, with the same effect as if a court having jurisdiction over the trust approved the accounts. F. The income beneficiary of each trust created hereunder shall have the right from time to time, while living and competent, to remove the then acting corporate trustee of such trust and to appoint any qualified corporate trustee as successor corporate trustee. If the income beneficiary desires to exercise his or her rights under this paragraph, the income beneficiary shall deliver to the trustee whom he or she intends to remove and to the trustee whom he or she intends to appoint, an -8- 9 instrument signed by the income beneficiary reciting such removal and appointment. Such removal and appointment shall take effect 30 days after the removed trustee receives that instrument. G. In the case of any incompetent income beneficiary, a living and competent parent or child, or guardian or conservator if the income beneficiary has no living and competent parent or child, may receive notices, approve accounts, appoint successor trustees and remove corporate trustees as provided in this article on behalf of the incompetent income beneficiary. H. Notwithstanding any contrary provision herein, no individual trustee shall participate as trustee in making any decisions relating to a discretionary distribution of income or principal of the trust property to any beneficiary to the extent that such distribution would be in discharge of such trustee's legal obligation (in his or her individual capacity) to support such beneficiary. If an individual trustee is precluded from participating in a particular decision by the foregoing provisions of this paragraph, then the decision shall be made by the other trustee who is not so precluded, if any. If the sole trustee or all of the co-trustees are precluded from participating in a particular decision, then the trustee or trustees with respect to any such trust may appoint by an instrument filed with the trust records any person (other than the settlor) or qualified corporate trustee to act as a "special trustee" of such trust whose sole power shall be to make those decisions relating to -9- 10 discretionary distributions of income and principal of any trust hereunder which the trustee is precluded from making. If for any reason the trustee who appoints a "special trustee" pursuant to this paragraph ceases to act as a trustee, the term of office of the "special trustee" shall terminate. A "special trustee" may act in such capacity more than once. SIXTH: This agreement is irrevocable and may not be amended. SEVENTH: This agreement shall be governed by and interpreted in accordance with the laws of Illinois. IN WITNESS WHEREOF, I and the trustee have signed this agreement on the date first written above. /s/ JASPER SANFILIPPO ------------------------------------- JASPER SANFILIPPO, as Grantor /s/ MARIAN R. SANFILIPPO ------------------------------------- MARIAN R. SANFILIPPO, as Trustee -10- EX-3 4 TRUST AGREEMENT 1 EXHIBIT 3 JOHN E. SANFILIPPO IRREVOCABLE TRUST AGREEMENT This agreement is made on October 8, 1996, between me, JASPER SANFILIPPO, as grantor, and my wife, MARIAN SANFILIPPO ("my wife"), as trustee. I am transferring to the trustee $10.00 and other property. The trustee shall hold such property for the benefit of my son, JOHN E. SANFILIPPO ("JOHN"), as hereinafter provided. This trust shall be known as the "John E. Sanfilippo Irrevocable Trust, dated October 8, 1996." FIRST: A. The trustee shall pay to JOHN, commencing with the creation of the trust and continuing until the termination of the trust, all of the income of the trust and so much or all of the principal thereof as the trustee determines to be required or advisable from time to time for JOHN'S reasonable support and medical care, considering his other resources known to the trustee. B. Upon JOHN'S death, the trust shall terminate and the trustee shall distribute any accrued or undistributed income of the trust to JOHN'S estate and the principal of the trust to such person or persons, other than JOHN'S estate, his creditors and the creditors of his estate, as JOHN may appoint by will which specifically exercises this limited power of appointment. The trustee may assume that JOHN left no will if at the expiration of three (3) months after JOHN'S death the trustee has no knowledge of the existence of his will. Principal of the trust not validly appointed by JOHN shall be distributed to his descendants per 2 stirpes who are living upon the termination of the trust and if none, to my descendants per stirpes who are then living. SECOND: The following provisions shall apply to each trust created by this agreement: A. If under any prior provision of this agreement a share of any trust is distributable, except by the exercise of a power of appointment, to a beneficiary who has not then attained age 21, the beneficiary's share shall immediately vest in the beneficiary but in the trustee's discretion the trustee shall either (1) create a custodianship for the beneficiary under a Uniform Transfers to Minors Act and distribute the share to that custodian; (2) distribute the share to a then acting custodian for the beneficiary under a Uniform Transfers to Minors Act; or (3) retain the share in a separate trust as follows: the trustee shall pay to the beneficiary so much or all of the income and principal of the trust as the trustee determines to be required or advisable from time to time for the beneficiary's reasonable support, education and medical care, considering the beneficiary's other resources known to the trustee. Income not paid to the beneficiary shall be added to trust principal. When the beneficiary attains age 21, the trust shall terminate and the trustee shall distribute to the beneficiary the principal and any accrued or undistributed income of the trust. If the beneficiary dies before attaining age 21, the trust thereupon shall terminate and the trustee shall distribute -2- 3 the principal and any accrued or undistributed income of the trust to the beneficiary's estate. B. Mandatory income payments shall be made in quarterly installments, or more often if the trustee sees fit. C. Each trust created under this agreement or pursuant to any power of appointment granted hereunder shall terminate not later than the day immediately preceding the date 21 years after the death of the last to die of me, my wife and my descendants who are living on March 16, 1990, and the trustee shall upon that day, regardless of any other provision of this agreement, distribute the principal and any accrued or undistributed income of each trust then held hereunder to the income beneficiary thereof. THIRD: In addition to the powers from time to time conferred on the trustee by the Illinois Trusts and Trustees Act, the trustee shall have the following powers exercisable in the trustee's discretion: A. To charge or not to charge against income an allowance for depreciation; B. To borrow money from any source, including but not limited to, the banking department of a successor corporate trustee; C. If at any time the principal of a trust required to be held under the terms of this agreement is less than $50,000 in value, to distribute the principal and any accrued or undistributed income of the -3- 4 trust to its income beneficiary, and that trust shall thereupon terminate, notwithstanding any provisions in this agreement to the contrary; D. When there is a trust under this agreement and a trust under another document, each having the same beneficiary or beneficiaries and terms which are substantially identical as to the distribution of income and principal, to transfer all of the assets of such trust under this agreement to the trustee or trustees of the substantially identical trust, and thereupon such trust under this agreement shall terminate; E. To retain as an investment of the trusts securities of any one or more closely-held businesses which may become an asset of the trusts, and/or of any successor to or subsidiary or affiliate of each such business. Each such business and all successors, subsidiaries and affiliates thereof, if any, are hereinafter singly and collectively referred to as the "Company." "Securities" shall include common and preferred stocks, bonds, debentures, voting trust certificates, interests in limited liability companies, and any other evidence of a proprietary or partnership interest in and/or an obligation of the Company. The trustee shall have with reference to such securities the following powers, in addition to those elsewhere herein granted: 1. To participate in the management of the Company as an officer or director or otherwise, with appropriate compensation; -4- 5 2. To extend credit to the Company from the banking department of a corporate successor trustee; and 3. To increase the investment of the trusts in the Company by any means, including but not limited to, one or more of the following: making secured or unsecured loans to the Company, purchasing or subscribing to securities of the Company, or pledging assets for debts of the Company. The trustee shall exercise ordinary business judgment in determining how long such securities shall be retained, it being the settlor's intention that the trustee retain such securities as long as in the trustee's judgment it is in the best interest of the beneficiaries, and the trustee shall not be liable for any loss resulting from such retention. The settlor realizes that he is exposing the trusts to risks inherent in all business operations but he believes those risks justifiable by the possibility of preserving the capital and income values of such securities. To the extent that the trustee renders services to the Company, the trustee may charge the Company for those services. Nothing in this agreement shall be construed to prevent any individual trustee from being employed or retained by the Company at a salary or fee commensurate with the value of his or her service, nor to prevent him or her from purchasing such securities from the trusts or from any other source; 4. F. To make secured or unsecured loans to the income beneficiary of any trust hereunder, and to pledge trust assets, guarantee -5- 6 or otherwise encumber trust assets for any debts, loans, obligations or liabilities of the income beneficiary of any trust hereunder, all as the trustee considers proper and at the sole discretion of the trustee. Notwithstanding the foregoing, a trustee who is the beneficiary of any trust hereunder shall not have any powers under this paragraph relating to the trust or trusts of which the trustee is the beneficiary. The trustee shall not be liable to any beneficiary of any trust hereunder or any other person or entity for deciding in the trustee's discretion to exercise or not to exercise the powers under this paragraph and the trustee shall not be personally liable under any such pledge, guarantee or other encumbrance; and G. To do all other acts to accomplish the proper management, investment and distribution of the trusts. FOURTH: No interest under this trust shall be assignable by any beneficiary. Cash or other property distributable hereunder shall not be subject to claims of any creditor of any beneficiary, nor to claims for alimony or maintenance. Nothing herein contained shall prevent the exercise of any power of appointment under this agreement or prevent distribution of money or property to the estate of a deceased beneficiary when required by this agreement. FIFTH: The following provisions shall apply to each trust created by this agreement: A. If for any reason my wife does not act or continue to act as trustee, JOHN is appointed successor trustee. If for any reason -6- 7 neither of the foregoing individuals acts or continues to act as trustee, my other child or children who are then living and competent are appointed successor co-trustees or sole trustee, as the case may be. If for any reason one of my remaining children does not act or continue to act as a successor co-trustee, that vacancy shall not be filled, except that if none of the foregoing act or continue to act as trustee, THE NORTHERN TRUST COMPANY, of Chicago, Illinois, is appointed successor trustee. If for any reason none of the foregoing nor any successor trustee appointed as hereinafter provided acts or continues to act as trustee, a successor trustee shall be appointed as provided in the Illinois Trusts and Trustees Act and shall be any "qualified corporate trustee". A "qualified corporate trustee" shall be any corporation situated in the United States and authorized under the laws of the United States or of any state thereof to administer trusts and with capital, surplus and undivided profits of at least fifty million dollars. B. While more than one trustee is acting: 1. The term "trustee" as used in this agreement shall be read as "trustees" and, where appropriate, the singular shall be read as the plural, and corresponding changes shall be read in references to gender. 2. Any trustee may from time to time, by signed revocable instrument, delegate to the other trustee or trustees the -7 - 8 exercise of all or less than all of the powers herein conferred upon the successor co-trustees jointly. C. For purposes of this agreement, an individual shall be determined to be incompetent (1) if the individual is under age 18, or (2) if the individual is age 18 or older, upon the unanimous determination by his or her attending physician and such of my children who are then living and competent that the individual is incapable of properly managing his or her financial affairs (except that the individual whose competency is in question shall not participate in that determination). D. If an individual is acting as a trustee hereunder and a determination is made that he or she is incompetent, that determination shall be deemed to constitute his or her resignation as trustee. E. The income beneficiary of any trust created under this agreement may at any time approve the trustee's accounts with respect to that trust, with the same effect as if a court having jurisdiction over the trust approved the accounts. F. The income beneficiary of each trust created hereunder shall have the right from time to time, while living and competent, to remove the then acting corporate trustee of such trust and to appoint any qualified corporate trustee as successor corporate trustee. If the income beneficiary desires to exercise his or her rights under this paragraph, the income beneficiary shall deliver to the trustee whom he or she intends to remove and to the trustee whom he or she intends to appoint, an -8- 9 instrument signed by the income beneficiary reciting such removal and appointment. Such removal and appointment shall take effect 30 days after the removed trustee receives that instrument. G. In the case of any incompetent income beneficiary, a living and competent parent or child, or guardian or conservator if the income beneficiary has no living and competent parent or child, may receive notices, approve accounts, appoint successor trustees and removal corporate trustees as provided in this article on behalf of the incompetent income beneficiary. H. Notwithstanding any contrary provision herein, no individual trustee shall participate as trustee in making any decisions relating to a discretionary distribution of income or principal of the trust property to any beneficiary to the extent that such distribution would be in discharge of such trustee's legal obligation (in his or her individual capacity) to support such beneficiary. If an individual trustee is precluded, from participating in a particular decision by the foregoing provisions of this paragraph, then the decision shall be made by the other trustee who is not so precluded, if any. If the sole trustee or all of the co-trustees are precluded from participating in a particular decision, then the trustee or trustees with respect to any such trust may appoint by an instrument filed with the trust records any person (other than the settlor) or qualified corporate trustee to act as a "special trustee" of such trust whose sole power shall be to make those decisions relating to -9- 10 discretionary distributions of income and principal of any trust hereunder which the trustee is precluded from making. If for any reason the trustee who appoints a "special trustee" pursuant to this paragraph ceases to act as a trustee, the term of office of the "special trustee" shall terminate. A "special trustee" may act in such capacity more than once. SIXTH: This agreement is irrevocable and may not be amended. SEVENTH: This agreement shall be governed by and interpreted in accordance with the laws of Illinois. IN WITNESS WHEREOF, I and the trustee have signed this agreement on the date first written above. /s/ Jasper Sanfilippo ----------------------------- JASPER SANFILIPPO, as Grantor /s/ Marian Sanfilippo ----------------------------- MARIAN SANFILIPPO, as Trustee -10- EX-4 5 TRUST AGREEMENT 1 Exhibit 4 JAMES J. SANFILIPPO IRREVOCABLE TRUST AGREEMENT This agreement is made on Oct. 8, 1996, between me, JASPER SANFILIPPO, as grantor, and my wife, MARIAN SANFILIPPO ("my wife"), as trustee. I am transferring to the trustee $10.00 and other property. The trustee shall hold such property for the benefit of my son, JAMES J. SANFILIPPO ("JAMES"), as hereinafter provided. This trust shall be known as the "James J. Sanfilippo Irrevocable Trust, dated Oct. 8, 1996." FIRST: A. The trustee shall pay to JAMES, commencing with the creation of the trust and continuing until the termination of the trust, all of the income of the trust and so much or all of the principal thereof as the trustee determines to be required or advisable from time to time for JAMES' reasonable support and medical care, considering his other resources known to the trustee. B. Upon JAMES' death, the trust shall terminate and the trustee shall distribute any accrued or undistributed income of the trust to JAMES' estate and the principal of the trust to such person or persons, other than JAMES' estate, his creditors and the creditors of his estate, as JAMES may appoint by will which specifically exercises this limited power of appointment. The trustee may assume that JAMES left no will if at the expiration of three (3) months after JAMES' death the trustee has no knowledge of the existence of his will. Principal of the trust not validly appointed by JAMES shall be distributed to his descendants per 2 stirpes who are living upon the termination of the trust and if none, to my descendants per stirpes who are then living. SECOND: The following provisions shall apply to each trust created by this agreement: A. If under any prior provision of this agreement a share of any trust is distributable, except by the exercise of a power of appointment, to a beneficiary who has not then attained age 21, the beneficiary's share shall immediately vest in the beneficiary but in the trustee's discretion the trustee shall either (1) create a custodianship for the beneficiary under a Uniform Transfers to Minors Act and distribute the share to that custodian; (2) distribute the share to a then acting custodian for the beneficiary under a Uniform Transfers to Minors Act; or (3) retain the share in a separate trust as follows: the trustee shall pay to the beneficiary so much or all of the income and principal of the trust as the trustee determines to be required or advisable from time to time for the beneficiary's reasonable support, education and medical care, considering the beneficiary's other resources known to the trustee. Income not paid to the beneficiary shall be added to trust principal. When the beneficiary attains age 21, the trust shall terminate and the trustee shall distribute to the beneficiary the principal and any accrued or undistributed income of the trust. If the beneficiary dies before attaining age 21, the trust thereupon shall terminate and the trustee shall distribute -2- 3 the principal and any accrued or undistributed income of the trust to the beneficiary's estate. B. Mandatory income payments shall be made in quarterly installments, or more often if the trustee sees fit. C. Each trust created under this agreement or pursuant to any power of appointment granted hereunder shall terminate not later than the day immediately preceding the date 21 years after the death of the last to die of me, my wife and my descendants who are living on March 16, 1990, and the trustee shall upon that day, regardless of any other provision of this agreement, distribute the principal and any accrued or undistributed income of each trust then held hereunder to the income beneficiary thereof. THIRD: In addition to the powers from time to time conferred on the trustee by the Illinois Trusts and Trustees Act, the trustee shall have the following powers exercisable in the trustee's discretion: A. To charge or not to charge against income an allowance for depreciation; B. To borrow money from any source, including but not limited to, the banking department of a successor corporate trustee; C. If at any time the principal of a trust required to be held under the terms of this agreement is less than $50,000 in value, to distribute the principal and any accrued or undistributed income of the -3- 4 trust to its income beneficiary, and that trust shall thereupon terminate, notwithstanding any provisions in this agreement to the contrary; D. When there is a trust under this agreement and a trust under another document, each having the same beneficiary or beneficiaries and terms which are substantially identical as to the distribution of income and principal, to transfer all of the assets of such trust under this agreement to the trustee or trustees of the substantially identical trust, and thereupon such trust under this agreement shall terminate; E. To retain as an investment of the trusts securities of any one or more closely-held businesses which may become an asset of the trusts, and/or of any successor to or subsidiary or affiliate of each such business. Each such business and all successors, subsidiaries and affiliates thereof, if any, are hereinafter singly and collectively referred to as the "Company." "Securities" shall include common and preferred stocks, bonds, debentures, voting trust certificates, interests in limited liability companies, and any other evidence of a proprietary or partnership interest in and/or an obligation of the Company. The trustee shall have with reference to such securities the following powers, in addition to those elsewhere herein granted: 1. To participate in the management of the Company as an officer or director or otherwise, with appropriate compensation; -4- 5 2. To extend credit to the Company from the banking department of a corporate successor trustee; and 3. To increase the investment of the trusts in the Company by any means, including but not limited to, one or more of the following: making secured or unsecured loans to the Company, purchasing or subscribing to securities of the Company, or pledging assets for debts of the Company. The trustee shall exercise ordinary business judgment in determining how long such securities shall be retained, it being the settlor's intention that the trustee retain such securities as long as in the trustee's judgment it is in the best interest of the beneficiaries, and the trustee shall not be liable for any loss resulting from such retention. The settler realizes that he is exposing the trusts to risks inherent in all business operations but he believes those risks justifiable by the possibility of preserving the capital and income values of such securities. To the extent that the trustee renders services to the Company, the trustee may charge the Company for those services. Nothing in this agreement shall be construed to prevent any individual trustee from being employed or retained by the Company at a salary or fee commensurate with the value of his or her service, nor to prevent him or her from purchasing such securities from the trusts or from any other source; F. To make secured or unsecured loans to the income beneficiary of any trust hereunder, and to pledge trust assets, guarantee -5- 6 or otherwise encumber trust assets for any debts, loans, obligations or liabilities of the income beneficiary of any trust hereunder, all as the trustee considers proper and at the sole discretion of the trustee. Notwithstanding the foregoing, a trustee who is the beneficiary of any trust hereunder shall not have any powers under this paragraph relating to the trust or trusts of which the trustee is the beneficiary. The trustee shall not be liable to any beneficiary of any trust hereunder or any other person or entity for deciding in the trustee's discretion to exercise or not to exercise the powers under this paragraph and the trustee shall not be personally liable under any such pledge, guarantee or other encumbrance; and G. To do all other acts to accomplish the proper management, investment and distribution of the trusts. FOURTH: No interest under this trust shall be assignable by any beneficiary. Cash or other property distributable hereunder shall not be subject to claims of any creditor of any beneficiary, nor to claims for alimony or maintenance. Nothing herein contained shall prevent the exercise of any power of appointment under this agreement or prevent distribution of money or property to the estate of a deceased beneficiary when required by this agreement. FIFTH: The following provisions shall apply to each trust created by this agreement: A. If for any reason my wife does not act or continue to act as trustee, JAMES is appointed successor trustee. If for any reason -6- 7 neither or the foregoing individuals acts or continues to act as trustee, my other child or children who are then living and competent are appointed successor co-trustees or sole trustee, as the case may be. If for any reason one of my remaining children does not act or continue to act as a successor co-trustee, that vacancy shall not be filled, except that if none of the foregoing act or continue to act as trustee, THE NORTHERN TRUST COMPANY, of Chicago, Illinois, is appointed successor trustee. If for any reason none of the foregoing nor any successor trustee appointed as hereinafter provided acts or continues to act as trustee, a successor trustee shall be appointed as provided in the Illinois Trusts and Trustees Act and shall be any "qualified corporate trustee". A "qualified corporate trustee" shall be any corporation situated in the United States and authorized under the laws of the United States or of any state thereof to administer trusts and with capital, surplus and undivided profits of at least fifty million dollars. B. While more than one trustee is acting: 1. The term "trustee" as used in this agreement shall be read as "trustees" and, where appropriate, the singular shall be read as the plural, and corresponding changes shall be read in references to gender. 2. Any trustee may from time to time, by signed revocable instrument, delegate to the other trustee or trustees the -7- 8 exercise of all or less than all of the powers herein conferred upon the successor co-trustees jointly. C. For purposes of this agreement, an individual shall be determined to be incompetent (1) if the individual is under age 18, or (2) if the individual is age 18 or older, upon the unanimous determination by his or her attending physician and such of my children who are then living and competent that the individual is incapable of properly managing his or her financial affairs (except that the individual whose competency is in question shall not participate in that determination). D. If an individual is acting as a trustee hereunder and a determination is made that he or she is incompetent, that determination shall be deemed to constitute his or her resignation as trustee. E. The income beneficiary of any trust created under this agreement may at any time approve the trustee's accounts with respect to that trust, with the same effect as if a court having jurisdiction over the trust approved the accounts. F. The income beneficiary of each trust created hereunder shall have the right from time to time, while living and competent, to remove the then acting corporate trustee of such trust and to appoint any qualified corporate trustee as successor corporate trustee. If the income beneficiary desires to exercise his or her rights under this paragraph, the income beneficiary shall deliver to the trustee whom he or she intends to remove and to the trustee whom he or she intends to appoint, an -8- 9 instrument signed by the income beneficiary reciting such removal and appointment. Such removal and appointment shall take effect 30 days after the removed trustee receives that instrument. G. In the case of any incompetent income beneficiary, a living and competent parent or child, or guardian or conservator if the income beneficiary has no living and competent parent or child, may receive notices, approve accounts, appoint successor trustees and removal corporate trustees as provided in this article on behalf of the incompetent income beneficiary. H. Notwithstanding any contrary provision herein, no individual trustee shall participate as trustee in making any decisions relating to a discretionary distribution of income or principal of the trust property to any beneficiary to the extent that such distribution would be in discharge of such trustee's legal obligation (in his or her individual capacity) to support such beneficiary. If an individual trustee is precluded, from participating in a particular decision by the foregoing provisions of this paragraph, then the decision shall be made by the other trustee who is not so precluded, if any. If the sole trustee or all of the co-trustees are precluded from participating in a particular decision, then the trustee or trustees with respect to any such trust may appoint by an instrument filed with the trust records any person (other than the settler) or qualified corporate trustee to act as a "special trustee" of such trust whose sole power shall be to make those decisions relating to -9- 10 discretionary distributions of income and principal of any trust hereunder which the trustee is precluded from making. If for any reason the trustee who appoints a "special trustee" pursuant to this paragraph ceases to act as a trustee, the term of office of the "special trustee" shall terminate. A "special trustee" may act in such capacity more than once. SIXTH: This agreement is irrevocable and may not be amended. SEVENTH: This agreement shall be governed by and interpreted in accordance with the laws of Illinois. IN WITNESS WHEREOF, I and the trustee have signed this agreement on the date first written above. /s/ Jasper Sanfilippo ----------------------------- JASPER SANFILIPPO, as Grantor /s/ Marian Sanfilippo ----------------------------- MARIAN SANFILIPPO, as Trustee -10- -----END PRIVACY-ENHANCED MESSAGE-----