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-3.2 — Exhibit 3.2 By-Laws
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BYLAWS
OF
WINDY HILL PET FOOD COMPANY, INC.
ARTICLE I. NAME AND LOCATION
SECTION 1. The name of this Corporation is Windy Hill Pet Food Company,
Inc.
SECTION 2. Its principal office shall be located at Two Maryland Farms,
Suite 301, Brentwood, Tennessee 37027-2487.
SECTION 3. Other offices for the transaction of business shall be located
at such places as the Board of Directors may from time to time determine.
ARTICLE II. SHAREHOLDERS MEETINGS
SECTION 1. The Board of Directors shall cause a regular meeting of
shareholders to be called and held on notice within 90 days after the end of
every fiscal year of the corporation and as may be required by law. Each regular
meeting shall be held on the date and at the time and place determined by the
Board of Directors and set forth in the notice of the meeting. At each regular
meeting, the shareholders shall elect directors to serve until the next regular
meeting of shareholders.
SECTION 2. A special meeting of the shareholders may be called at any time
by any persons authorized by law to do so, and shall be held on the date and at
the time and place fixed by the person calling the meeting.
SECTION 3. Notice of the time and place of all regular and special meetings
shall be mailed by the secretary to each shareholder entitled to vote at the
last known address of said shareholder as the same appears on the books of the
Corporation at least 5 days before the date of all regular and special meetings.
SECTION 4. The president, or, in his/her absence, a vice president, if
any, shall preside at all such meetings.
SECTION 5. At every such meeting each shareholder shall be entitled to cast
one vote for each voting share held in his/her name, which vote may be cast by
him/her either in person or by proxy. All proxies shall be in writing and shall
be filed with the secretary and by him entered of record in the minutes of the
meeting.
SECTION 6. A quorum for the transaction of business at such meetings shall
consist of a number of shareholders representing a majority of the voting shares
issued and outstanding, but the shareholders present at any meeting, though less
than a
quorum, may adjourn the meeting to a future time without notice other than an
announcement at the meeting.
SECTION 7. Any regular or special meeting of the shareholders may be held
in person, by any means of communication through which the shareholders may
simultaneously hear each other during the meeting, or by any other means
permitted under Minnesota law.
SECTION 8. A shareholder may participate in a regular or special meeting of
shareholders held in person, although the shareholder is not physically present
at the meeting, if the shareholder participates by any means of communication
through which the shareholder, other shareholders so participating, and all
shareholders physically present at the meeting may simultaneously hear each
other during the meeting. Participation in a meeting by such means or in person
constitutes presence at the meeting in person or by proxy if all of the other
requirements of Minnesota Statutes, Section 302A.449 are met.
ARTICLE III. BOARD OF DIRECTORS
SECTION 1. The business and property of the Corporation shall be managed by
a board of one or more directors who shall be elected by the shareholders at
each regular meeting and shall hold office until their successors are duly
elected and qualified. The number of directors to be elected at each regular
meeting shall be determined by the directors in advance of the meeting and set
forth in the notice thereof, subject to the right of the shareholders, by
majority vote taken at the meeting, to change the number of directors to be
elected.
SECTION 2. The regular meetings of the directors shall be held without
notice immediately after the adjournment of each regular shareholders meeting.
SECTION 3. Special meetings of the Board of Directors may be called by the
president, and in his/her absence by the vice president, if any, or by any
member of the Board of Directors.
SECTION 4. Notice of all special meetings shall be mailed or telegraphed to
each director by any director at least 5 days prior to the time fixed for the
meeting. All notices of special meetings shall state the purpose thereof.
SECTION 5. A quorum for the transaction of business at any regular or
special meeting of the directors shall consist of a majority of the members of
the Board.
SECTION 6. The directors shall elect the officers of the Corporation and
fix their salaries, such election to be held at the directors meeting following
each regular shareholders meeting.
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SECTION 7. Vacancies in the Board of Directors may be filled for the
unexpired terms by the vote of a majority of the remaining directors.
ARTICLE IV. OFFICERS
SECTION 1. The officers of this Corporation shall be a president, a
secretary, and a treasurer, and such additional officers as the Board of
Directors may from time to time determine, all of whom shall be elected for an
indefinite term and shall hold office until their successors are duly elected
and qualified. Any two offices, except for president and vice president, may be
held by the same person.
SECTION 2. The president shall be the chief executive officer of the
Corporation, shall preside at all directors and shareholders meetings, and shall
have general supervision over the affairs of the Corporation and over the other
officers. The president shall execute all bonds, mortgages, and other contracts
of the Corporation and shall perform all such other duties as are incident to
his/her office. In case of the absence or disability of the president, his/her
duties shall be performed by a vice president, if any.
SECTION 3. The secretary shall issue notices of directors and shareholders
meetings and shall attend and keep the minutes of the same. He/she shall have
charge of all corporate books, records and papers, shall attest with his/her
signature all share certificates, and shall perform all such other duties as are
incident to his/her office.
SECTION 4. The treasurer shall be the chief financial officer of the
Corporation, shall have the custody of all moneys and securities of the
Corporation, and shall give bond in such sum and with such sureties as the
directors may require, conditioned upon the faithful performance of the duties
of his/her office. He/she shall keep regular books of account, and shall submit
them, together with all his/her vouchers, receipts, records, and other papers,
to the directors for their examination and approval as often as they may require
and shall perform all such other duties as are incident to his/her office.
ARTICLE V. SHARES
SECTION 1. All share certificates shall be signed by the president and
secretary.
SECTION 2. Transfers of shares shall be made only on the books of the
Corporation, and the old certificate properly endorsed shall be surrendered and
cancelled before a new certificate is issued.
SECTION 3. In case of loss or destruction of a share certificate, no new
certificate shall be issued in lieu thereof except upon satisfactory proof to
the Board of Directors of such loss or destruction and upon the giving of
satisfactory security, by bond or otherwise, against loss to the Corporation.
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ARTICLE VI. FISCAL YEAR
The fiscal year of this Corporation shall be established by the Board of
Directors.
ARTICLE VII. AMENDMENTS
Amendments to these Bylaws may be made by a vote of the directors
representing a majority of the directors present at any directors meeting, or by
the vote of shareholders representing a majority of the shareholder present at
any shareholders meeting.
ARTICLE VIII. INDEMNIFICATION
The corporation shall indemnify any director, officer or employee of the
corporation made or threatened to be made a party to a proceeding by reason of
the former or present official capacity of the person as provided in and in
accordance with the Minnesota Business Corporation Act.
Approved and effective
as of
/s/ M. Laurie Cummings
---------------------------------
M. Laurie Cummings, Secretary
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