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Panera Bread Co – ‘10-Q’ for 7/13/96

As of:  Tuesday, 8/27/96   ·   For:  7/13/96   ·   Accession #:  950135-96-3832   ·   File #:  0-19253

Previous ‘10-Q’:  ‘10-Q’ on 6/4/96 for 4/20/96   ·   Next:  ‘10-Q’ on 11/25/96 for 10/5/96   ·   Latest:  ‘10-Q’ on 4/26/17 for 3/28/17

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/27/96  Panera Bread Co                   10-Q        7/13/96    2:30K                                    Bowne of Boston/FA

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Au Bon Pain Co. Inc. Quarterly Report on Form 10-Q    12     55K 
 2: EX-27       Financial Data Schedule                                1      6K 


10-Q   —   Au Bon Pain Co. Inc. Quarterly Report on Form 10-Q
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
3Item 1. Financial Statements
6Notes to Consolidated Financial Statements
8Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
11Item 4. Submission of Matters to A Vote of Security Holders
"Item 6. Exhibits and Reports on Form 8-K
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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 July 13, 1996 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 ------- Au Bon Pain Co., Inc. ------------------------------------------------------ (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 ---------------------------------------------------- (Registrant's telephone number, including area code) ----------------------------- (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 August 22, 1996, 10,049,720 shares and 1,647,399 shares of the registrant's Class A and Class B Common Stock, respectively, $.0001 par value, were outstanding.
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AU BON PAIN CO., INC. INDEX PART I. FINANCIAL INFORMATION PAGE ------- --------------------- ---- ITEM 1. FINANCIAL STATEMENTS........................ 3 Consolidated Balance Sheets as of July 13, 1996 and December 30, 1995......... 3 Consolidated Statements of Operations for the twelve and twenty-eight weeks ended July 13, 1996 and July 15, 1995....... 4 Consolidated Statements of Cash Flows for the twenty-eight weeks ended July 13, 1996 and July 15, 1995............. 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............................ 11 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............ 11 2
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Item 1. Financial Statements AU BON PAIN CO., INC. [Download Table] CONSOLIDATED BALANCE SHEETS July 13, December 30, 1996 1995 ------------ ------------ ASSETS (unaudited) ------ Current assets: Cash and cash equivalents ................. $ 8,620,582 $ 6,419,646 Accounts receivable ....................... 6,124,708 6,595,708 Inventories ............................... 8,332,262 7,776,222 Prepaid expenses .......................... 2,560,182 2,696,591 Refundable income taxes ................... 611,470 694,053 Deferred income taxes ..................... 2,936,095 2,936,095 ------------ ------------ Total current assets ................. 29,185,299 27,118,315 ------------ ------------ Property and equipment, less accumulated depreciation and amortization ................ 122,267,758 121,155,401 ------------ ------------ Other assets: Notes receivable .......................... 2,677,160 2,253,578 Intangible assets, net of accumulated amortization ............................ 34,352,595 35,109,939 Deferred financing costs .................. 551,624 479,247 Deposits and other ........................ 4,767,576 4,789,101 Deferred income taxes ..................... 2,112,682 2,112,682 ------------ ------------ Total other assets ................... 44,461,637 44,744,547 ------------ ------------ Total assets ......................... $195,914,694 $193,018,263 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current liabilities: Accounts payable .......................... $ 15,451,866 $ 10,320,830 Accrued expenses .......................... 9,336,529 11,617,889 Current maturities of long term debt ...... 8,099,000 4,333,000 ------------ ------------ Total current liabilities ............ 32,887,395 26,271,719 Long-term debt, less current maturities ........ 37,177,729 42,502,362 Convertible Subordinated Notes ................. 30,000,000 30,000,000 ------------ ------------ Total liabilities .................... 100,065,124 98,774,081 ------------ ------------ Minority interest .............................. 914,003 1,005,995 ------------ ------------ Stockholders' equity: Common stock, $.0001 par value: Preferred Stock, $.0001 par value: Class B, shares authorized 2,000,000; issued and outstanding none and 20,000 in 1996 and 1995, respectively .............. - 2 Class A, shares authorized 50,000,000; issued and outstanding 10,039,856 and 9,929,278 in 1996 and 1995, respectively .... 1,004 993 Class B, shares authorized 2,000,000; issued and outstanding 1,665,362 and 1,706,878 in 1996 and 1995, respectively .... 167 171 Additional paid-in capital .................... 67,178,153 66,891,534 Retained earnings ............................. 27,756,243 26,345,487 ------------ ------------ Total stockholders' equity ........... 94,935,567 93,238,187 ------------ ------------ Total liabilities and stockholders' equity ............... $195,914,694 $193,018,263 ============ ============ 3
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AU BON PAIN CO., INC. [Download Table] CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) for the 12 weeks ended for the 28 weeks ended -------------------------- ---------------------------- July 13, July 15, July 13, July 15, 1996 1995 1996 1995 ----------- ----------- ------------ ------------ Revenues: Restaurant sales ... $51,930,819 $49,573,309 $118,660,229 $109,587,857 Franchise sales and other revenues .... 2,497,853 1,915,887 5,209,227 4,886,784 ----------- ----------- ------------ ------------ 54,428,672 51,489,196 123,869,456 114,474,641 Costs and expenses: Cost of food and paper products ... 19,150,944 17,491,251 43,437,024 38,765,507 Restaurant operating expenses: Labor .......... 13,845,981 13,444,585 31,824,909 30,184,134 Occupancy ...... 6,974,822 6,479,983 14,367,772 12,164,143 Other .......... 6,313,494 6,638,023 13,960,328 13,821,135 ----------- ----------- ------------ ------------ 27,134,297 26,562,591 60,153,009 56,169,412 Depreciation and amortization ..... 3,657,092 3,422,961 8,513,604 8,010,965 General and administrative expenses ......... 3,154,768 2,603,391 7,594,280 6,591,595 ----------- ----------- ------------ ------------ 53,097,101 50,080,194 119,697,917 109,537,479 ----------- ----------- ------------ ------------ Operating income ..... 1,331,571 1,409,002 4,171,539 4,937,162 Interest expense, net 893,252 770,560 2,193,335 1,502,416 Other expense, net ... 871,642 370,710 1,432,064 820,919 Minority interest .... (6,313) (30,539) 3,935 (13,143) ----------- ----------- ------------ ------------ Income (loss) before provision for income taxes ....... (427,010) 298,271 542,205 2,626,970 Provision (benefit) for income taxes ....... (1,040,426) (32,128) (868,551) 696,672 ----------- ----------- ------------ ------------ Net income ........... $ 613,416 $ 330,399 $ 1,410,756 $ 1,930,298 =========== =========== ============ ============ Net income per common share ....... $ 0.05 $ 0.03 $ 0.12 $ 0.16 =========== =========== ============ ============ Weighted average number of common and common equivalent shares outstanding ........ 11,854,218 11,715,570 11,885,023 11,718,530 =========== =========== ============ ============ 4
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AU BON PAIN CO., INC. [Enlarge/Download Table] CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) for the 28 weeks ended ---------------------------- July 13, July 15, 1996 1995 ------------ ------------ Cash flows from operations: Net income ........................................ $ 1,410,756 $ 1,930,298 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization ..................... 8,513,604 8,011,001 Amortization of deferred financing costs .......... 74,917 36,253 Provision for losses on accounts receivable ....... 37,240 34,612 Minority interest ................................. 3,935 4,253 Expenditures towards closing of stores ............ (123,736) - Changes in operating assets and liabilities: Accounts receivable ............................... 433,760 6,476 Inventories ....................................... (556,040) (811,745) Prepaid expenses .................................. 136,409 (2,740,326) Refundable income taxes ........................... 82,583 - Accounts payable .................................. 5,131,036 803,259 Accrued expenses .................................. (2,576,624) 898,228 ------------ ------------ Net cash provided by operating activities ....... 12,986,840 8,172,309 ------------ ------------ Cash flows from investing activities: Additions to property and equipment ............... (8,840,559) (23,408,109) Payments received on notes receivable ............. 51,375 31,622 Increase in intangible assets ..................... (28,058) (1,283) Decrease in deposits and other .................... 21,525 152,108 Increase in notes receivable ...................... (474,957) - ------------ ------------ Net cash used in investing activities ........... (9,270,674) (23,225,662) ------------ ------------ Cash flows from financing activities: Exercise of employee stock options ................ 286,624 306,097 Proceeds from long-term debt issuance net of deferred financing costs ................. 36,970,366 47,499,376 Principal payments on long-term debt .............. (38,528,999) (32,567,524) Deferred financing costs .......................... (147,294) (30,437) (Decrease) in minority interest ................... (95,927) (228,472) ------------ ------------ Net cash (used) provided by financing activities .................................... (1,515,230) 14,979,040 ------------ ------------ Net increase (decrease) in cash and cash equivalents .......................................... 2,200,936 (74,313) ------------ ------------ Cash and cash equivalents, at beginning of period ...... 6,419,646 992,432 ------------ ------------ Cash and cash equivalents, at end of period............. $ 8,620,582 $ 918,119 ============ ============ Supplemental cash flow information: Cash paid in the period for: Interest .......................................... $ 3,269,574 $ 2,509,383 Income taxes ...................................... $ 271,209 $ 1,045,005 5
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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 financial statements of the Company for the fiscal year ended December 30, 1995. 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, 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
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Note E - Company-Owned Life Insurance During fiscal year 1994, the Company established a company-owned life insurance program covering a substantial portion of its employees. At July 13, 1996, the cash surrender value and prepaid premiums of $66.7 million and the insurance policy loans of $65.7 million were netted and included in other assets on the consolidated balance sheet. The loans are collateralized by the cash values of the underlying life insurance policies and require interest payments of 10.96%. Note F - Non-Recurring Charge During the third quarter of fiscal year 1995, the Company recorded a non-recurring pre-tax charge of $8.5 million (of which $124,000 was accrued as of July 13, 1996) principally to cover the expected costs of closing certain under-performing restaurants. The components of the non-recurring charge include cash costs of approximately $2.1 million for lease obligations, professional and consulting services, employee relocation and termination costs and noncash charges of approximately $6.4 million related to fixed asset disposals. This amount has been reflected in the consolidated statements of operations as a non-recurring charge. Amounts included in the non-recurring charge were based on the Company's best business judgment under prevailing circumstances, and on assumptions which may be revised over time as circumstances change. The store closures are expected to be completed in fiscal 1996. As of August 22, 1996, nine stores have been closed in 1996. For the twelve weeks ended July 13, 1996 and July 15, 1995, the stores included in the reserve had sales of $2,062,906 and $2,941,865, respectively, and pre-tax losses of $387,321 and $533,384, respectively. For the twenty-eight weeks ended July 13, 1996 and July 15, 1995, the stores included in the reserve had sales of $5,249,580 and $6,652,032, respectively, and pre-tax losses of $620,368 and $1,012,293, respectively. Note G - Subsequent Event 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. 7
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS [Download Table] 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 28 weeks ended ------------------ ------------------ July 13, July 15, July 13, July 15, 1996 1995 1996 1995 -------- -------- -------- -------- Revenues: Restaurant sales............ 95.4% 96.3% 95.8% 95.7% Franchise sales and other revenues.................. 4.6 3.7 4.2 4.3 ----- ----- ----- ----- 100.0% 100.0% 100.0% 100.0% Costs and expenses: Cost of food and paper products.................. 35.2% 34.0% 35.1% 33.8% Restaurant operating expenses.................. 49.9 51.6 48.6 49.1 Depreciation and amortization.............. 6.7 6.6 6.9 7.0 General and administrative.. 5.8 5.1 6.0 5.8 ----- ----- ----- ----- 97.6 97.3 96.6 95.7 ----- ----- ----- ----- Operating margin................. 2.4 2.7 3.4 4.3 Interest expense, net............ 1.6 1.5 1.8 1.3 Other expense, net............... 1.6 0.7 1.2 0.7 Minority interest................ - (0.1) - - ----- ----- ----- ----- Income before provision for income taxes................... (0.8) 0.6 0.4 2.3 Provision for income taxes....... (1.9) - (0.7) 0.6 ----- ----- ----- ----- Net income........................ 1.1% 0.6% 1.1% 1.7% ===== ===== ===== ===== 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
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Results of Operations Total revenues increased 5.7% in the second quarter of 1996 to $54.4 million from $51.5 million in the second quarter of 1995. For the year-to-date period, total revenues increased 8.2% versus the previous year-to-date. Restaurant sales increased 4.7% for the twelve weeks ended July 13, 1996 to 51.9 million from 49.6 million for the comparable quarter of 1995, principally due to the combined impact of the 35 new Company-operated Au Bon Pain and Saint Louis Bread bakery cafes opened throughout 1995. The Saint Louis Bread business unit restaurant sales increased 35.3% to $12.6 million for the second quarter and 47.4% year-to-date. The Au Bon Pain business unit total revenues increased only nominally to $41.6 million and $95.1 million for the second quarter and first half of 1996, respectively. Comparable restaurant sales for the second quarter increased by 0.9% in the Au Bon Pain business unit and increased by 9.1% in the Saint Louis Bread business unit. Completion of the roll-out of a new sandwich program in the Au Bon Pain business unit during the quarter helped to increase sales, despite unusual softness in sales during the Fourth of July holiday week. The improvement in comparable restaurant sales at Saint Louis Bread was driven principally though the successful introduction of a new sourdough bagel statement and continued improvement in operational execution. Operating income in the second quarter of 1996 decreased 5% to 1,332,000 versus 1,409,000 in the 1995 second quarter, as operating margin was 2.4% in the second quarter of 1996 versus 2.7% in the second quarter of 1995. The decrease in operating margin was primarily due to an increase in food and paper costs as a percentage of sales, which was the result of issues in the Company's manufacturing operation. Significant flour and butter cost increases and the anticipated cost of opening the Company's new production facility in Missouri contributed to higher food and paper costs. Despite the manufacturing related issues, both retail businesses showed margin improvement in retail food costs and restaurant operating expenses in the second quarter of 1996 versus the 1995 second quarter, resulting in higher store-level operating margins versus the prior year for the quarter. In addition, general and administrative costs as a percentage of sales increased principally due to the build-out of the Saint Louis Bread management team. Operating margin in Au Bon Pain business unit decreased by 1.4 points in the second quarter of 1996 from the second quarter of 1995. Transition costs associated with the opening of the new production facility in Missouri, along with higher flour and butter costs resulted in a 1.7 point increase in food and paper costs as a percentage of total revenues versus the second quarter of 1995. Partially offsetting the increase was a 1.1 point decrease in percentage restaurant operating expenses in the second quarter of 1996, as programs initiated in early 1996 began to reduce labor and store expenses. Operating margin in the Saint Louis Bread business unit improved by 4.1 points in the second quarter of 1996 versus the second quarter of 1995, the third consecutive quarter with significantly improved margins versus the comparable prior year's quarter. Strongly positive same store sales growth helped leverage fixed costs, and focus on operational execution enabled the new management team to reduce percentage restaurant operating expenses by 3.3 points and percentage food and paper costs by 1.5 points in the second quarter of 1996 versus the prior year's second quarter. Net income increased to $613,000 in the second quarter of 1996 from $330,000 in the previous year's second quarter, as slightly lower operating income and higher interest expense was more than offset by tax credits 9
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stemming from the Company's corporate-owned life insurance program. The COLI program added $827,000 of related expenses to other expense in the second quarter of 1996, also representing the principal factor in the tax benefit of $1.0 million recognized in the quarter. Liquidity and Capital Resources The Company's principal requirements for cash are for capital expenditures for constructing and equipping new bakery cafes and maintaining or remodeling existing bakery cafes, working capital and acquisitions. 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 twenty-eight weeks ended July 13, 1996 of $8.8 million were related primarily to the construction of a second frozen dough production facility in Mexico, Missouri. The expenditures were funded by net proceeds of an $8.6 million industrial revenue bond issued by the City of Mexico, Missouri in connection with the construction of the new production facility and by net cash from operating activities of $5.3 million. 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 2.5% on July 13, 1996. The Company has a $35 million unsecured revolving line of credit which bears interest at either the commercial bank's prime rate or LIBOR plus an amount ranging between .75% and 3.0%, depending upon certain financial tests. At July 13, 1996, $31.0 million was outstanding under the line of credit and an additional $1.8 million of the remaining availability was utilized by outstanding letters of credit issued by the bank on behalf of the Company. In addition, at July 13, 1996 the Company had a $3.6 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 $20 million in 1996 for capital expenditures, principally for the opening new bakery cafes and completion of the construction of the second frozen dough facility in Mexico, Missouri. The Company expects to fund these expenditures principally through internally generated cash flow and the remaining net proceeds of the industrial revenue bond. 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. 10
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PART II. OTHER INFORMATION -------- ----------------- ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. (a) The annual meeting of shareholders was held on May 23, 1996. (b) Not required. See Instruction 3. (c) Set forth below is a brief description of each matter voted upon at the meeting, including the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, and including a separate tabulation with respect to each nominee for office: [Download Table] 1. Election of Directors. Class A Class B -------------------- -------------------- Number of Shares Number of Votes -------------------- -------------------- Withhold Withhold For Authority For Authority --------- --------- --------- --------- Francis W. Hatch 7,670,924 75,580 4,302,318 0 Ronald M. Shaich 7,671,857 74,647 4,302,318 0 [Download Table] 2. To ratify appointment of Coopers & Lybrand L.L.P. as auditors for the Company. Number of Shares Number of Votes ---------------- --------------- For 9,142,063 12,101,275 Against 26,428 26,428 Abstain 17,579 17,579 [Download Table] 3. To transact such other business as may properly come before the meeting. Number of Shares Number of Votes ---------------- --------------- For No Vote Taken No Vote Taken Against Abstain ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K. (a) Not applicable. (b) Au Bon Pain Co., Inc. did not file any reports on Form 8-K during the quarter ended July 13, 1996. 11
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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: August 23, 1996 By: /s/ LOUIS I. KANE ---------------------------------------- Louis I. Kane Co-Chairman Dated: August 23, 1996 By: /s/ RONALD M. SHAICH ---------------------------------------- Ronald M. Shaich Co-Chairman and Chief Executive Officer Dated: August 23, 1996 By: /s/ ANTHONY J. CARROLL ---------------------------------------- Anthony J. Carroll Vice President and Chief Financial Officer 12

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For Period End:7/13/96111
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