Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 138 825K
Business-Combination Transaction
2: EX-2.1 Exhibit 2.1 Merger Agreement 102 369K
3: EX-2.2 Exhibit 2.2 Amendment to Merger Agreement 5 28K
4: EX-2.3 Exhibit 2.3 Articles of Merger 4 24K
5: EX-2.4 Exhibit 2.4 Stock Purchase Agreement 4/22/97 30 119K
6: EX-2.6 Exhibit 2.6 Asset Purchase Agreement 4/25/97 124 395K
7: EX-2.7 Exhibit 2.7 Asset Purchase Agreement 4/17/96 67 222K
8: EX-2.8 Amendment to Asset Purchase Agreement 4/26/96 9 37K
9: EX-3.1 Certificate of Amended and Restated of Inc. 4 23K
10: EX-3.2 Exhibit 3.2 By-Laws 4 25K
11: EX-4.1 Exhibit 4.1 Indenture 105 465K
12: EX-4.3 Exchange and Registration Rights Agreement 19 85K
13: EX-4.4 Exhibit 4.4 Global Note 14 61K
14: EX-10.1 Exhibit 10.1 Distribution Agreement 18 62K
23: EX-10.10 Exhibit 10.10 Term Note (5/21/97)(First Source Fin 4 26K
24: EX-10.11 Exhibit 10.11 Term Note (5/21/97) Nationsbank 4 26K
25: EX-10.12 Exhibit 10.12 Acquisition Note(Bankboston) 4 27K
26: EX-10.13 Exhibit 10.13 Acquisition Note (First Source Fin) 4 27K
27: EX-10.14 Exhibit 10.14 Acquisition Note (Southtrust) 4 27K
28: EX-10.15 Exhibit 10.15 Acquisition Note(Nationsbank) 4 27K
29: EX-10.16 Exhibit 10.16 Credit Agreement 250 877K
30: EX-10.17 Exhibit 10.17 Guarantee and Collateral Agreement 59 225K
31: EX-10.18 Exhibit 10.18 Consent and Release of Lenders 9 31K
32: EX-10.19 Exhibit 10.19 Consent and Release of Pnc 5 30K
15: EX-10.2 Exhibit 10.2 License Agreement 11 46K
33: EX-10.20 Exhibit 10.20 Statement of Understanding 23 76K
34: EX-10.21 Supp #1 to Statement of Understanding 5/31/89 3 21K
35: EX-10.22 Supp #2 to Statement of Understanding 11/27/90 2 21K
36: EX-10.23 Supp #3 to Statement of Understanding 11/18/92 2 21K
37: EX-10.24 Supp #4 to Statement of Understanding 11/9/94 2 21K
38: EX-10.25 Supp #5 to Statement of Understanding 1/16/97 2 21K
39: EX-10.26 Statement of Understanding 1/28/88 Merrick 12 55K
40: EX-10.27 Joint Venture Agreement (Mfa) 24 67K
41: EX-10.28 Joint Venture Agreement (J.R. Simplot) 31 112K
42: EX-10.29 Joint Venture Agreement (Flint River) 20 86K
16: EX-10.3 Exhibit 10.3 Guaranty Agreement 6 31K
43: EX-10.30 Statement of Understanding (8/10/93) (Phelps) 22 69K
44: EX-10.31 Purchase Agreement (5/16/97) 29 129K
45: EX-10.32 Trademark License and Option Agreement 27 93K
46: EX-10.33 Trademark License Agreement 11 46K
47: EX-10.34 License Agreement 12 50K
48: EX-10.35 Transition Storage and Handling Agreement 9 38K
49: EX-10.36 Transition Services Agreement 13 52K
50: EX-10.37 Lease Agreement (W. Fred Williams) 24 102K
51: EX-10.38 Lease Agreement (Eastpark) 24 101K
52: EX-10.39 Software License Agreement 4 24K
17: EX-10.4 Exhibit 10.4 Memorandum of Agreement 7 44K
53: EX-10.40 Employment (Dale) 8 45K
54: EX-10.41 Employment Agreement (Gadd) 8 45K
55: EX-10.42 Employment Agreement (Cowan) 8 45K
56: EX-10.43 Employment Agreement (Oakley) 8 45K
57: EX-10.44 Amended and Restated Management Services Agreement 5 32K
58: EX-10.45 Agreement (Windy & Bruckmann) 3 21K
59: EX-10.46 Exhibit 10.46 (Whpf, Windy & Bruckman) Agreement 3 20K
18: EX-10.5 Exhibit 10.5 Assignment of Trademarks 11 47K
19: EX-10.6 Exhibit 10.6 Employee Benefits Agreements 1 17K
20: EX-10.7 Exhibit 10.7 Disbursing Agreement 21 79K
21: EX-10.8 Exhibit 10.8 Term Note (5/21/97) (Bankboston) 4 26K
22: EX-10.9 Exhibit 10.9 Term Note (5/21/97) (Southtrust) 4 27K
60: EX-12.1 Statement of Computation of Ratios 1 17K
61: EX-25.1 Statement of Eligibility on Form T-1 30 103K
62: EX-99.1 Form of Exchange Agent Agreement 14 55K
63: EX-99.2 Form of Letter of Transmittal 8 41K
64: EX-99.3 Form of Notice of Guarantee Delivery 3 22K
EX-10.25 — Supp #5 to Statement of Understanding 1/16/97
| EX-10.25 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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SUPPLEMENT NO. 5
TO
STATEMENT OF UNDERSTANDING
REGARDING PET FOOD JOINT VENTURE
THIS SUPPLEMENT NO. 5 dated as of the 16th day of January, 1997, between
THE ANDERSONS, INC. ("Andersons") a corporation organized under the laws of the
State of Ohio, and HUBBARD MILLING COMPANY ("Hubbard"), a Minnesota corporation.
RECITALS
1. Pursuant to a Statement of Understanding Regarding Pet Food Joint
Venture dated June 1, 1984 (the "Joint Venture Agreement"), Andersons and
Hubbard have created a joint venture (the "Venture") for the purpose of engaging
in the manufacturing, marketing and production of pet foods at the Feed Mill (as
defined in the Joint Venture Agreement). The Joint Venture Agreement was
supplement by Supplement No. 1 dated May 31, 1989, Supplement No. 2 dated
November 27, 1990, Supplement No. 3 dated November 18, 1992, and Supplement No.
4 dated November 9, 1994.
2. Andersons and Hubbard again desire to supplement and amend the Joint
Venture Agreement and Supplements No. 1, No. 2, No. 3, and No. 4 as herein
provided.
AGREEMENT
For good and valuable consideration, Andersons and Hubbard hereby agree as
follows:
1. Termination. Paragraph 29 of the Joint Venture Agreement is
hereby amended and restated in its entirety as follows:
"29. Termination. This Agreement and the Venture shall terminate as
follows:
(a) by the mutual written consent of Hubbard and Andersons;
(b) on July 31, 1997, unless Hubbard and Andersons shall agree no
later than April 30, 1997, upon the terms and conditions of an extension
of the Venture; and
(c) as of the date, if any, on or after July 31, 1997, on which
there occurs a closing of a purchase of assets by Hubbard pursuant to the
exercise of the option granted under paragraph 25 of this Agreement.
Nothing contained in this paragraph shall affect or impair any rights or
obligations arising prior to or at the time of the termination of this
Agreement or which may arise by an event causing the termination of this
Agreement and the Venture."
2. Extension and Future Exercise of Option. Paragraph 2 of Exhibit 1
to the Joint Venture Agreement is hereby amended and restated in its entirety as
follows:
"2. Exercise. The Option shall not be voluntarily exercisable by
Hubbard until July 31, 1997. From and after such date, Hubbard may
voluntarily exercise the Option by delivering written notice of election
to purchase to Andersons in the manner specified for notices in the
Statement of Understanding.
The Option shall be deemed to have been exercised by Hubbard on
April 30, 1997, if Hubbard and Andersons shall not agree to an extension
of the term of the Venture by April 30, 1997, with closing to occur on
July 31, 1997, or any other reasonably appropriate late date specified by
Hubbard in accordance with Paragraph 5 of Exhibit 1 to the Statement of
Understanding. As provided in Section 29(b) of the Statement of
Understanding, the Venture will terminate as of July 31, 1997, unless
Hubbard and the Andersons agree on an extension of the Venture by April
30, 1997."
3. Paragraphs 1 and 2 of the Supplement No. 4 are superseded by the
provision of this Supplement No. 5.
IN WITNESS WHEREOF, Andersons and Hubbard have caused this
Supplement No. 5 to be executed by their duly authorized representatives as of
the date first written above.
THE ANDERSONS, INC.
By: /s/ Chris Anderson
------------------------------------------
Chris Anderson
President - Processing & Manufacturing
HUBBARD MILLING COMPANY
By: /s/ Paul Holzhueter
------------------------------------------
Paul Holzhueter
Group Vice President
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 7/31/97 | | 1 | | 2 | | | None on these Dates |
| Filed on: | | 6/27/97 |
| | 4/30/97 | | 1 | | 2 |
| | 11/9/94 | | 1 |
| | 11/18/92 | | 1 |
| List all Filings |
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