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-10.34 — License Agreement
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LICENSE AGREEMENT
THIS AGREEMENT, made and entered into this 29th day of April, 1996, by
and between Perk Foods Co., Incorporated ("PERK FOODS") a corporation organized
and existing under the laws of Delaware, having its principal place of business
at One Riverfront Center, Newport, KY, 41701 (hereinafter Perk Foods is referred
to as "LICENSOR"), and Windy Hill Pet Food Company, Inc., a corporation
organized and existing under the laws of Delaware having its principal place of
business at Two Maryland Farms, Suite 301, Brentwood, Tennessee 37037
(hereinafter referred to as "LICENSEE").
WITNESSETH:
WHEREAS, PERK FOODS is the owner of certain rights, title and interest
in registered trademark VETS', Registration No.893,811, in the United States
Patent & Trademark Office and to trade dress, label designs and good will
associated therewith and attached hereto as Exhibit A excluding the terms "Heinz
Pet Products Company" and "H. J. Heinz Company" (cumulatively referred hereafter
as "The Licensed Property"); and
WHEREAS, LICENSOR and certain other parties affiliated to LICENSOR have
entered into an Asset Purchase Agreement with LICENSEE dated the 17th day of
April, 1996 (the "Asset Purchase Agreement") whereby, pursuant to Section 2.1(j)
therein it was agreed that LICENSOR would grant LICENSEE an exclusive royalty
free license to use the Licensed Property in connection with the manufacture,
distribution, marketing and sale of maintenance dry dog food.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and contracts hereinafter set forth, LICENSOR and LICENSEE agree as
follows:
1. Grant of License. LICENSOR hereby grants LICENSEE hereof a non-exclusive
royalty free license to use the Licensed Property in the United States (the
"Territory") in connection with the manufacture, distribution, marketing
and sale of maintenance dry dog food only in the value brand segment of
retail grocery stores (the "Licensed Products"). LICENSOR retains the right
to use the Licensed Property on all other products other than the Licensed
Products.
2. Use of Contract Manufacturer or Sublicense. Subject to the prior written
approval of LICENSOR, which shall not be unreasonably withheld, LICENSEE
may sublicense the Licensed Property or utilize the service of third party
manufacturers to produce the Licensed Products to be sold by LICENSEE.
However, LICENSEE will not grant a sublicense to or utilize the services of
a third party manufacturer
who is a major branded competitor or affiliated to a competitor of the H.
J. Heinz Company, its subsidiaries or affiliates without the prior written
approval of LICENSOR. Subject to LICENSOR'S written approval, LICENSEE will
assure that there are adequate quality control provisions in any third
party manufacturer agreement or sublicense. Subject to LICENSOR'S written
approval, LICENSEE shall take all steps reasonably necessary to enforce and
implement such quality control provisions. LICENSEE will not distribute or
permit any of its sublicensees to distribute any Licensed Products which
are not produced in compliance with the Standards.
3. Adherence to Standards. LICENSEE shall only use the Licensed Property in
connection with the distribution, marketing and sale of Licensed Products
which have been approved by LICENSOR, in its reasonable discretion and
which have been manufactured by LICENSEE in accordance with the standards
and specifications currently used by LICENSOR in connection with similar
products or such standards, specifications and instructions supplied by or
approved by the LICENSOR, in its reasonable discretion, from time to time
(the "Standards"). Any change to the Standards will be submitted by
LICENSEE to LICENSOR for approval, which approval by LICENSOR shall not be
unreasonably withheld. Failure of LICENSOR to respond in writing within
thirty (30) days of a request for approval shall result in the request
being deemed approved.
4. Plant Inspection and Approval. LICENSEE will not, nor will LICENSEE permit
the plants of its sublicensees or third party manufacturers to, manufacture
the Licensed Products at any time that the plants are not in compliance
with the Standards. LICENSOR, or its respective designees shall have the
continuing right to conduct inspections only of the relevant portions of
the LICENSEE's or its sublicensees or any third party manufacturers
manufacturing plants for compliance with the Standards; provided, however,
LICENSEE may restrict access by LICENSOR or its respective designees to
only those areas where the Licensed Products and ingredients, materials and
data related to the Licensed Products are processed, tested or stored. Such
inspections may be conducted also at any time when LICENSOR has reasonable
belief that there are or may be quality problems or problems with good
manufacturing practices with respect to the Licensed Products. Plant
inspections shall be conducted during regular business hours and upon
48-hour notice. Notwithstanding such right of inspection, nothing herein
shall relieve LICENSEE from any liability or shift any liability to
LICENSOR for LICENSEE's nonconformance with federal, state or local laws or
regulations.
5. Cure of Defects. If the LICENSEE's manufacturing plants fail to comply with
or satisfy such Standards in any material respects, then LICENSOR will so
advise LICENSEE verbally and confirm in writing prescribing a reasonable
period for curing defects. LICENSOR in its reasonable judgment can require
the
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plant(s) to discontinue production until the defect is cured if such defect
could be injurious to consumer health or the Licensed Property.
6. Compliance with Federal, State, and Local Laws. LICENSEE will comply in all
material respects with any and all local, city, county, state and federal
laws, regulations and orders now in effect or which may hereafter be
enacted pertaining to or affecting the manufacture, distribution or sale of
the Licensed Products, including but not limited to: (a) the Federal Food
Drug and Cosmetic Act; and (b) laws and regulations implemented by the
United States Department of Agriculture; and (c) any similar applicable
state laws or regulations.
7. Quality Control. LICENSEE will at all times cooperate reasonably to the
full extent reasonably required by LICENSOR and its authorized
representatives with the enforcement of LICENSOR's quality control programs
(which are incorporated in the Standards). LICENSEE will furnish to
LICENSOR such information as LICENSOR may reasonably request concerning
LICENSEE's quality control program or quality control records in the form
specified in the Standards. LICENSEE shall furnish per the schedule and
methods established in the Standards without cost to LICENSOR random
samples of each Licensed Product being sold or distributed by LICENSEE,
together with packaging materials upon which the Licensed Property is used.
LICENSOR will pay the costs of shipping/transporting samples.
8. Changes in Standards. If LICENSEE submits proposed changes in the
Standards, LICENSEE shall, as a condition precedent to the approval by
LICENSOR submit to LICENSOR for LICENSOR's written approval, a minimum of
two (2) samples of the existing Licensed Product, together with the revised
Standards. LICENSOR shall respond to LICENSEE's request for approval in 14
days and failure by LICENSOR to respond to LICENSEE regarding approval
within 14 days shall be deemed approval.
9. Trademark Use. LICENSEE will submit copies of labels and advertising
materials bearing the Licensed Property to LICENSOR for review prior to
commercial use to assure proper use of the Licensed Property. LICENSOR
shall have seven (7) business days to provide comments to LICENSEE and to
approve use of the Licensed Property. Failure of LICENSOR to reply to
LICENSEE within the seven (7) business days shall be deemed approval of the
use of the Licensed Property.
10. Ownership Rights to Trade Dress and Label Designs. LICENSEE may have
heretofore and may hereafter from time to time alter or develop new
packaging , label designs and trade dress for the Licensed Products
marketed under the Licensed Property. The parties agree that all
alterations or new packaging, label designs and trade dress used on or in
connection with the Licensed Products will become part of the Licensed
Property and shall be deemed owned from their inception by the LICENSOR
without
- 3 -
need for additional or future assignments. At LICENSEE's request and at
LICENSEE's cost, LICENSOR will file trademark application to register any
such new Licensed Property. LICENSOR, at its discretion, may decline to
file such applications should it conclude in its reasonable judgement that
such action will lead to opposition or litigation.
11. Term and Termination. The term of this Agreement shall be for a period of
three (3) years from the date of execution hereof. LICENSOR may immediately
terminate this Agreement upon the failure of LICENSEE to cure a material
breach of the terms or conditions of this Agreement upon receipt of
forty-five days written notice from LICENSOR. LICENSOR may also immediately
terminate this Agreement in the event that the LICENSEE shall declare
bankruptcy, suffer proceedings in insolvency or make an assignment for the
benefit of creditors; or upon the sale, transfer or other disposition,
without the prior written consent of LICENSOR, including any such transfer
by operation of law, of all or part of LICENSEE's manufacturing business;
or the consolidation or merger of the LICENSEE with or into one (1) or more
corporations unless LICENSEE, its parent, or an affiliate controlled by
LICENSEE or its parent, is the surviving corporation of such consolidation
or merger. "Control" means ownership, directly or indirectly, of at least
51% of the voting shares. Upon termination, LICENSEE shall immediately
cease to manufacture and sell the Licensed Products, shall cease using the
Licensed Property in any form or any term, label design or trade dress
which may be confusingly similar to the Licensed Property. LICENSEE may,
for a period not to exceed ninety days after termination, sell inventory of
Licensed Products which have been manufactured by LICENSEE prior to the
date of termination.
12. Ownership of Standards. LICENSEE agrees that the Standards shall be and
will remain the Property of LICENSOR during and subsequent to the
termination of this Agreement.
13. Non-Disclosure of Confidential Information. The parties acknowledge that
they will exchange certain confidential business information and know-how
including but not limited to the Standards (the "Confidential
Information"). The parties shall treat as confidential all of the
Confidential Information and shall not disclose such Confidential
Information to any unauthorized third person. This obligation of
confidentiality does not extend to (i) information known to the recipient
prior to its disclosure by the disclosing party; (ii) information known to
the public prior to its disclosure or which becomes known to the public
through no fault of the recipient; (iii) information acquired by recipient
from a third party not under an obligation of confidentiality to the
disclosing party; and (iv) information which is independently developed.
The parties shall return all written Confidential Information and all
copies thereof to the other at the termination of this Agreement. The
covenants contained in this paragraph shall survive the termination of this
Agreement regardless of the reason for such termination for a period of
five (5) years after termination.
- 4 -
14. Trademark Ownership. LICENSEE shall not assert any right or title to or
interest in the Licensed Property for use in connection with the
manufacture, distribution or sale of the Licensed Products except for the
rights granted under this Agreement and the Asset Purchase Agreement and
all use thereof shall inure to the benefit of LICENSOR. LICENSEE shall not
contest the validity, ownership or title of LICENSOR to any of the Licensed
Property. Upon termination of this Agreement for whatever reason, LICENSEE
shall cease using the Licensed Property as provided herein.
15. Ownership of Standards. LICENSEE agrees that the Standards shall be and
will remain the property of LICENSOR during and subsequent to the
termination of this Agreement.
16. Independent Contractors. Each party shall perform its obligations under
this Agreement as an independent contractor and not as an employee or agent
of the other. This Agreement does not constitute a joint venture. Neither
party has authority to create or to assume in the name of the other any
express or implied obligations of the other.
17. Liability. LICENSEE shall indemnify and save harmless LICENSOR from any and
all losses, claims, suits or damages and expenses, including reasonable
attorneys fees, but excluding any incidental or consequential damages or
claims for lost profits, resulting from or arising out of the manufacture,
packaging, distribution, selling, handling, consumption or marketing of the
Licensed Products prepared or sold by LICENSEE, provided however, that such
loss, claim, suit, damage or expense is not determined by a court of
competent jurisdiction to be the result of or caused by the negligence of
LICENSOR or its agents or employees, or the result of instructions dictated
by LICENSOR with respect to labeling or marketing the Licensed Products.
LICENSOR shall indemnify and save harmless LICENSEE from any and all
losses, claims, suits or damages and expenses, including reasonable
attorneys' fees, but excluding any incidental or consequential damages or
claims for lost profits, resulting from or arising out of any third party
claims that LICENSEE's use of the Licensed Property in accordance with the
Agreement infringes any third party trademarks. Furthermore, each party
shall indemnify and save harmless the other in the event such party shall
breach any covenant or other provision of this Agreement. Each party shall
provide the other with reasonable notice of any claims pursuant to this
Section 17 and cooperate with the defense of any such claim.
The provisions of this paragraph shall survive the termination of this
Agreement for any reason for the period of any applicable statute of
limitations.
- 5 -
18. Recall. LICENSEE will work in cooperation with LICENSOR in the event of
recalls by governmental authorities, or by LICENSOR in reasonable
anticipation of a governmental recall, of any of the Licensed Products.
19. Insurance. LICENSEE shall maintain throughout the term of this Agreement an
adequate Products Liability Insurance Policy with limits of no less than
One Million Dollars ($1,000,000) combined single limit in a financially
responsible insurance carrier naming LICENSOR as an additional insured and
providing LICENSOR with thirty (30) days notice of cancellation or
alteration.
20 Assignment. Neither this Agreement, nor any right conferred therein, shall
be sold, assigned, transferred, sublicensed, pledged or otherwise
encumbered by LICENSEE, nor shall any interest of LICENSEE pass to any
third party by operations of law or otherwise except with the prior written
approval of LICENSOR, except, however, that LICENSEE may transfer to or may
merge, or consolidate, or be acquired by LICENSEE's parent or an affiliated
company controlled by LICENSEE or LICENSEE's parent. "Control" means
ownership, directly or indirectly, of at least 51% of the voting shares.
This Agreement may be assigned by LICENSOR by operation of law or otherwise
without the consent of LICENSEE.
21. Force Majeure. Neither party to this Agreement shall be held liable for
failure to comply with any of the terms of this Agreement when such failure
has been caused by fire, flood, labor dispute, strike, war, energy
shortage, insurrection, government restrictions or regulations or force
majeure beyond the control of the party involved.
22. Taxes. LICENSEE will pay and discharge, at its own expense, any and all
expenses, charges, fees and taxes arising out of and incidental to the
carrying on of its own business and save harmless LICENSOR against any and
all claims for such expenses, charges, fees and taxes.
23. Notices. Any and all notices which either party desires to give to the
other under the terms of this Agreement shall be in writing and shall be
mailed by certified mail, or registered mail, directed to the proper person
at the address set forth herein, or such other address as may be
communicated in writing and such notice, three business days after being
deposited in the United States mail, shall be deemed to have been received
by the other party unless the sending party can show actual receipt at an
earlier date:
If to LICENSOR:
President
Perk Foods Co., Incorporated
One Riverfront Place
Newport, KY 41071
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with a copy to:
Senior Vice President and General Counsel
H.J. Heinz Company
600 Grant Street
Pittsburgh, PA 15230
Vice President, Marketing
Heinz Pet Products Company
One Riverfront Place
Newport, KY 41071
If to LICENSEE:
President
Windy Hill Pet Food Company, Inc.
Two Maryland Farms
Suite 301
Brentwood, Tennessee 37037
with a copy to:
Richards & O'Neil, LLP
885 Third Avenue
New York, New York 10022-4873
Attention: Craigh Leonard
24. Waiver. The failure by either party to enforce at any time or for any
period of time any one or more of the terms or conditions of this Agreement
shall not be considered a waiver of such terms or conditions or of either
party's right thereafter to enforce each and every term and condition of
this Agreement.
25. Governing Law. This Agreement shall be construed and interpreted in
accordance with the laws of the Commonwealth of Kentucky.
26. Prior Contracts. This License Agreement constitutes the entire
understanding between the parties with respect to the licensing of the
Licensed Property for use on the Licensed Products and may not be altered,
amended or modified unless the same shall be in writing and duly executed
by the duly authorized officers or representatives of each party.
27. Paragraph Headings. The paragraph headings appearing herein are intended
for convenience in the reading of this Agreement and are to have no force
or effect.
28. Calendar Days. All reference to notice periods in days shall mean calendar
days.
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THIS AGREEMENT shall not become binding until it is approved, accepted,
and signed by a duly authorized corporate officer of each of the parties.
PERK FOODS CO., INCORPORATED
By:
---------------------------------------
Name:
---------------------------------------
Title:
---------------------------------------
WINDY HILL PET FOOD COMPANY, INC.
By: /s/ D. Gadd
---------------------------------------
Name: D. Gadd
Title: V.P. Finance
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THIS AGREEMENT shall not become binding until it is approved, accepted,
and signed by a duly authorized corporate officer of each of the parties.
PERK FOODS CO., INCORPORATED
By: /s/ John Runkel
---------------------------------------
Name: John Runkel
Title: Vice President
WINDY HILL PET FOOD COMPANY, INC.
By:
---------------------------------------
Name:
---------------------------------------
Title:
---------------------------------------
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EXHIBIT A
(ADVERTISEMENT FOR VETS NUGGETS DOG FOOD)
COMPARE
AND SAVE
VETS
NUTRITION RICH
NUGGETS
*100% COMPLETE AND BALANCED
DOG FOOD
NET WT. 5 LBS. (2.27 kg)
EXHIBIT A
(ADVERTISEMENT FOR VETS NUGGETS DOG FOOD)
COMPARE
AND SAVE
VETS(R)
NUTRITION RICH
NUGGETS
*100% COMPLETE AND BALANCED
DOG FOOD
--------------------------------------------------------------------------------
*MEETS OR EXCEEDS THE MINIMUM NUTRITIONAL LEVELS ESTABLISHED BY THE NATIONAL
RESEARCH COUNCIL FOR ALL STAGES OF A DOG'S LIFE.
*NATIONAL RESEARCH COUNCIL - NATIONAL ACADEMY OF SCIENCES
WASHINGTON, D.C.
NUTRITIONAL COMPARISONS
NUTRIENT AND * NRC NUTRIENT VETS'
FUNCTION REQUIREMENT MINIMUM
GUIDE (per kg
(per kg of food) of food)
PROTEIN for growth and maintenance 20.0% 21.0%
FAT for energy, skin and coat 4.5% 8.0%
LINOLEIC ACID for skin and coat 0.9% 1.65%
CALCIUM for bones, teeth and muscles 1.0% 1.5%
PHOSPHORUS for bones and teeth 0.8% 1.2%
POTASSIUM for growth 0.5% 1.1%
SODIUM CHLORIDE for normal body
functions, skin and coat 1.0% 1.3%
MAGNESIUM for muscles, blood
and bones 0.036% 0.215%
IRON for blood 54.0 mg. 224.4 mg.
COPPER for blood 6.5 mg. 9.7 mg.
MANGANESE calalyst for metabolic
processes 4.5 mg. 26.8 mg.
ZINC for growth 45.0 mg. 70.8 mg.
IODINE for the thyroid 1.39 mg. 1.70 mg.
SELENIUM for muscles 0.10 mg. 0.15 mg.
FOR VARIETY
SERVE
(BAR CODE) VETS
0 11135 00408 5 CANNED
DOG FOOD
FEEDING DIRECTIONS
The usual daily food requirement is 1 cup of VETS Nuggets for each 8 pounds your
dog weights. Feed according to preference--moisten with warm water or feed
straight from bag. If fed dry, food can be available for dog to eat as desired.
Keep fresh water available at all times...it's good health practice.
NUTRIENT AND * NRC NUTRIENT VETS'
FUNCTION REQUIREMENT MINIMUM
GUIDE (per kg
(per kg of food) of food)
VITAMIN A for eyes, appetite
and growth 4500 IU 4620 IU
VITAMIN D for bones and teeth 450 IU 484 IU
VITAMIN E needed during reproduction 45 IU 90 IU
THIAMINE for appetite, growth
and muscles 0.90 mg. 2.84 mg.
RIBOFLAVIN for skin, eyes and muscles 2.0 mg. 2.7 mg.
PANTOTHENIC ACID for appetite,
growth and digestion 9.0 mg. 15.4 mg.
NIACIN for nerves 10.3 mg. 2.7 mg.
PYRIDOXINE for blood and
normal growth 0.9 mg. 3.4 mg.
FOLIC ACID for blood, reproduction
and maintenance 0.16 mg. 0.22 mg.
BIOTIN for skin and coat 0.09 mg. 0.18 mg.
VITAMIN B12 for growth and blood 0.020 mg. 0.035 mg.
CHOLINE for growth and the liver 1100 mg. 1180 mg.
(PHOTO OF VETS CANNED DOG FOOD) "NUTRITIOUS, GOOD TASTING VETS
CANNED DOG FOOD IS AVAILABLE IN A
VARIETY OF FLAVORS, ALL OF WHICH ARE
SURE TO PLEASE YOUR DOG'S APPETITE.
SERVE RIGHT FROM THE CAN OR MIXED
WITH NUTRITION RICH VETS NUGGETS."
A FOOD FOR PUPPIES
Feed your puppy VETS Nuggets as soon as he is old enough to take solid
nourishment...usually at about 5 weeks. VETS Nuggets gives your puppy proper
nutrition during this important growth period. Feed your puppy all it will eat
in period of 15 minutes. The following is a guide for quantity and number of
feedings per day. From 5-10 weeks, feed 1 cup of Nuggets 4 times a day. From
10-16 weeks 2 cups 3 times a day. In all feedings add sufficient water or milk
for the consistency that your puppy prefers.
FEEDING INSTRUCTIONS:
SIZE OF DOG WEIGHT OF DOG [ILLEGIBLE]
TOY ............................ 5-15 LBS ........................... 1-2 CUPS
SMALL .......................... 15-25 LBS ........................... 2-3 CUPS
MEDIUM ......................... 25-50 LBS ........................... 3-5 CUPS
LARGE .......................... 50-90 LBS ........................... 5-8 CUPS
FOOD REQUIREMENTS WILL VARY WITH THE SIZE AND ACTIVITY OF YOUR DOG.
HEINZ PET PRODUCTS COMPANY,
AN AFFILIATE OF
H.J. HEINZ COMPANY,
NEWPORT, KY 41071
--------------------------------------------------------------------------------
EXHIBIT A
(ADVERTISEMENT FOR VETS NUGGETS DOG FOOD)
NET WT.
5
LBS.
(2.27 kg)
NUTRITION RICH
[ILLEGIBLE]
VETS
NUGGETS
COMPARE
AND SAVE
PRICE
(ADVERTISEMENT FOR VETS NUGGETS DOG FOOD)
COMPARE
AND SAVE
VETS
NUTRITION RICH
NUGGETS
*100% COMPLETE AND BALANCED
DOG FOOD
--------------------------------------------------------------------------------
VETS DOG FOOD
INGREDIENTS
GROUND YELLOW CORN, SOYBEAN MEAL, WHEAT MIDDLINGS, MEAT AND BONE MEAL, ANIMAL
FAT PRESERVED WITH BHA, DIGEST OF POULTRY BY-PRODUCTS, SALT, YEAST CULTURE,
CHOLINE CHLORIDE, ZINC OXIDE, IRON SULFATE, MANGANESE SULFATE, VITAMIN E
SUPPLEMENT, VITAMIN A SUPPLEMENT, COPPER OXIDE, CALCIUM PANTOTHENATE, NIACIN,
ETHYLENEDIMINE DIHYDRIODIDE, VITAMIN D8 SUPPLEMENT, COBALT CARBONATE,
RIBOFLAVIN SUPPLEMENT, ETHOXYQUIN (A PRESERVATIVE), PYRIDOXINE HYDROCHLORIDE
(VITAMIN B8 SOURCE), THIAMIN MONONITRATE (VITAMINE B1 SOURCE), FOLIC ACID,
VITAMIN B12 SUPPLEMENT. 1012-QA
GUARANTEED ANALYSIS:
CRUDE PROTEIN ..................................................... MIN. 21.0%
CRUDE FAT ......................................................... MIN. 8.0%
CRUDE FIBER ....................................................... MAX. 5.0%
MOISTURE .......................................................... MAX. 12.0%
HEINZ PET PRODUCTS COMPANY,
AN AFFILIATE OF
H.J. HEINZ COMPANY,
NEWPORT, KY 41071
--------------------------------------------------------------------------------
(ADVERTISEMENT FOR VETS NUGGETS DOG FOOD)
COMPARE
AND SAVE
VETS
NUTRITION RICH
NUGGETS
*100% COMPLETE AND BALANCED
DOG FOOD
--------------------------------------------------------------------------------
VETS DOG FOOD
INGREDIENTS
GROUND YELLOW CORN, SOYBEAN MEAL, WHEAT MIDDLINGS, MEAT AND BONE MEAL, ANIMAL
FAT PRESERVED WITH BHA, DIGEST OF POULTRY BY-PRODUCTS, SALT, YEAST CULTURE,
CHOLINE CHLORIDE, ZINC OXIDE, IRON SULFATE, MANGANESE SULFATE, VITAMIN E
SUPPLEMENT, VITAMIN A SUPPLEMENT, COPPER OXIDE, CALCIUM PANTOTHENATE, NIACIN,
ETHYLENEDIMINE DIHYDRIODIDE, VITAMIN D8 SUPPLEMENT, COBALT CARBONATE,
RIBOFLAVIN SUPPLEMENT, ETHOXYQUIN (A PRESERVATIVE), PYRIDOXINE HYDROCHLORIDE
(VITAMINE B8 SOURCE), THIAMIN MONONITRATE (VITAMINE B1 SOURCE), FOLIC ACID,
VITAMIN B12 SUPPLEMENT. 1012-QA
GUARANTEED ANALYSIS:
CRUDE PROTEIN ..................................................... MIN. 21.0%
CRUDE FAT ......................................................... MIN. 8.0%
CRUDE FIBER ....................................................... MAX. 5.0%
MOISTURE .......................................................... MAX. 12.0%
HEINZ PET PRODUCTS COMPANY,
AN AFFILIATE OF
H.J. HEINZ COMPANY,
NEWPORT, KY 41071
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