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-10.21 — Supp #1 to Statement of Understanding 5/31/89
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SUPPLEMENT NO. 1
TO
STATEMENT OF UNDERSTANDING
REGARDING PET FOOD JOINT VENTURE
THIS SUPPLEMENT NO. 1 dated as of May 31, 1989, between THE
ANDERSONS ("Andersons"), a limited partnership 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).
2. Andersons and Hubbard desire to supplement and amend the Joint
Venture Agreement in several respects as herein provided.
AGREEMENT
For good and valueable consideration, Andersons and Hubbard hereby
agree as follows:
1. Other Activities. Paragraph 5 of the Joint Venture Agreement
provides, among other things, that competitive activities by Andersons and
Hubbard are approved so long as there is no deliberate intent to diminish the
profitability of the Venture. Paragraph 8 of the Joint Venture Agreement
provides, among other things, that Andersons will use its best efforts to have
all of its production requirements for pet food produced by the Venture and to
purchase such pet food for the Venture. Andersons and Hubbard hereby acknowledge
and agree that notwithstanding those or any other provisions of the Joint
Venture Agreement that could be construed as prohibiting such activities,
Anderson may, without involving the Venture, (i) manufacture, market and produce
pet products other than cat food, dog food, biscuits, and treats of a type
manufactured by Hubbard or the Venture, and (ii) distribute pet food for IAMS.
2. 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 April 30, 1991, unless Hubbard and Andersons shall
agree no later than January 31, 1991, upon the terms and conditions
of an extension of the Venture; and
(c) as of the date, if any, on or after April 30, 1991, 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."
3. 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 April 30, 1991. 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 January 31, 1991, if Hubbard and Andersons shall not agree to an
extension of the term of the Venture by January 31, 1991, with
closing to occur on April 30, 1991, or any other reasonably
appropriate later 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 April 30, 1991, unless Hubbard and the
Andersons agree on an extension of the Venture by January 31, 1991."
4. Noncompetition. Paragraph 7 of Exhibit 1 to the Joint
Venture Agreement is hereby amended and restated in its entirety as follows:
"7. Noncompetition: Purchase of Requirements. Andersons
covenants and agrees that, for a period of five (5) years from and
after the Closing Date, it will not engage directly or indirectly in
any Directly Competitive Activity (as hereinafter defined), or
directly or indirectly own, operate or enter into any business
engaging in any Directly Competitive Activity. As used herein,
"Directly Competitive Activity" shall mean engaging in any aspect of
the production or wholesale distribution of cat food, dog food,
biscuits or treats of a type produced by Hubbard, unless the product
being produced or distributed (i) is not produced by Hubbard, (ii)
has been purchased from Hubbard, or (iii) is a recognized national
brand.
In addition to the foregoing agreement, Andersons convenants
and agrees for a period of five (5) years from and after the Closing
Date, it will use its best efforts to have all of its requirements for
dog food, cat food, biscuits or treats produced by Hubbard and to
purchase the same from Hubbard, except that Andersons may purchase any
recognized national brand of pet food through other sources."
IN WITNESS WHEREOF, Andersons and Hubbard have caused this
Supplement No. 1 to be executed by their duly authorized representatives as of
the date first written above.
THE ANDERSONS
BY THE ANDERSON MANAGEMENT CORPORATION,
A GENERAL PARTNER
By: /s/ Dale W. Fallat
---------------------------------
Dale W. Fallat
Senior Vice President
HUBBARD MILLING COMPANY
By: /s/ Paul R. [illegible]
---------------------------------
Its: Div. Vice President
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