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-2.2
AMENDMENT TO MERGER AGREEMENT
This Amendment, dated as of March 31, 1997, is made by and among
HUBBARD MILLING COMPANY, a Minnesota corporation ("Hubbard"), WINDY HILL PET
FOOD COMPANY, INC., a Delaware corporation ("Buyer"), and WINDY HILL PET FOOD
ACQUISITION CO., a Minnesota corporation ("Buyer Subsidiary").
WITNESSETH
WHEREAS, Hubbard, Buyer and Buyer Subsidiary have entered into a
Merger Agreement (the "Merger Agreement") dated as of March 21, 1997; and
WHEREAS, Hubbard, Buyer and Buyer Subsidiary desire to amend
certain provisions of the Merger Agreement.
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements contained herein, the parties hereto hereby agrees as
follows:
1. Name of Buyer. The name of Buyer is set forth in the Merger
Agreement as "Windy Hill Pet Food Co., Inc." The correct legal name of Buyer
as set forth in its Certificate of Incorporation is "Windy Hill Pet Food
Company, Inc." The parties agree that (i) all references to "Windy Hill Pet
Food Co., Inc." in the Merger Agreement and all exhibits thereto shall be
deemed to be references to "Windy Hill Pet Food Company, Inc." and (ii) at
the time of execution and delivery of the Armour Stock Purchase Agreement,
attached as Exhibit A to the Merger Agreement, the correct legal name of
Buyer shall be inserted in the final execution copies thereof.
2. Amendment to Section 9.03. The reference to "Section 7.01(f)"
in the last line of Section 9.03 of the Merger Agreement shall be amended to
read "Section 7.01(g)".
3. Amendment to Exhibit B. The Plan of Merger attached as Exhibit
B to the Merger Agreement shall be amended and restated in its entirety to
read as set forth in Exhibit B (Amended) attached to this Amendment.
4. Miscellaneous. Except as specifically set forth herein, all
terms and provisions of the Merger Agreement and all exhibits thereto shall
remain in full force and effect with no other modification or waiver. This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which taken together
shall constitute one and the same instrument. This Amendment shall be
governed by the laws of the State of Minnesota.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the date first above written.
HUBBARD MILLING COMPANY
By: /s/ Richard P. Confer
-------------------------------------
Richard P. Confer, President
WINDY HILL PET FOOD COMPANY, INC.
By: /s/ Ray Chung
-------------------------------------
Ray Chung, Executive Vice President
WINDY HILL PET FOOD ACQUISITION CO.
By: /s/ Ray Chung
-------------------------------------
Ray Chung, Executive Vice President
-2-
EXHIBIT B (AMENDED)
PLAN OF MERGER
Merger of
WINDY HILL PET FOOD ACQUISITION CO.
with and into
HUBBARD MILLING COMPANY
WHEREAS, Windy Hill Pet Food Acquisition Co., a Minnesota
corporation ("Buyer subsidiary"), and Hubbard Milling Company, a Minnesota
corporation ("Hubbard" and, together with Buyer Subsidiary, the "Constituent
Corporations"), have entered into that certain Merger Agreement (the "Merger
Agreement") dated as of March 21, 1997, as amended March 31, 1997 by and
among Hubbard, Windy Hill Pet Food Company, Inc., a Delaware corporation, and
Buyer Subsidiary; and
WHEREAS, the Merger Agreement provides for the merger of Buyer
Subsidiary with and into Hubbard pursuant to Section 302A.611 of the
Minnesota Business Corporation Act ("MBCA") and in accordance with the terms
of this Plan of Merger, with Hubbard being the surviving corporation of the
merger;
NOW, THEREFORE, BE IT RESOLVED that at the Effective Time (as
defined below) and in accordance with this Plan of Merger and pursuant to
Section 302A.611 of the MBCA, Buyer Subsidiary shall be merged with and into
Hubbard on the terms and conditions contained in these resolutions, with
Hubbard being the surviving corporation of such merger (the "Merger"), the
name of which shall continue to be Hubbard Milling Company.
FURTHER RESOLVED, that the Merger shall be effective (the
"Effective Time") immediately upon filing of the Articles of Merger with the
Secretary of State of the State of Minnesota, all in the manner required by
law.
FURTHER RESOLVED, that each share of Common Stock, par value
$.0l, of Buyer Subsidiary outstanding immediately prior to the Effective Time
shall, by virtue of the Merger and without any action on the part of the
holder thereof, be converted into one (1) share of Class A Voting Common
Stock, $.05 par value, of Hubbard and each holder of a stock certificate
representing shares of Common Stock of Buyer Subsidiary outstanding
immediately prior to the Effective Time shall, upon surrender of such
certificate, be entitled to receive a stock certificate representing the same
number of shares of Class A Voting Common Stock of Hubbard and until so
surrendered, each such stock certificate
representing Common Stock of Buyer Subsidiary shall, by virtue of the Merger,
be deemed for all purposes to evidence ownership of the same number of shares
of Class A Voting Common Stock of Hubbard.
FURTHER RESOLVED, that (i) each share (other than a "Dissenting
Share" as defined below) of 5 % Preferred Stock, $50 par value, of Hubbard
outstanding immediately prior to the Effective Time shall, by virtue of the
Merger and without any action on the part of the holder thereof, be canceled
and converted into the right to receive in cash an amount equal to Fifty
Dollars ($50.00) per share, plus accrued but unpaid dividends thereon through
the Effective Time, (ii) each share (other than a Dissenting Share or a share
owned by Armour Corporation, a Delaware corporation) of Class A Voting Common
Stock of Hubbard, $.05 par value, and Class B Non-Voting Common Stock of
Hubbard, $.05 par value, shall, by virtue of the Merger and without any
action on the part of the holder thereof, be canceled and converted into the
right to receive in cash an amount equal to the Common Stock Merger
Consideration Per Share (as defined in Section 1.03 of the Merger Agreement),
and (iii) each Dissenting Share shall, by virtue of the Merger and without
any action on the part of the holder thereof, be canceled and converted into
the right to receive in cash an amount equal to the fair value thereof
determined in accordance with Section 302A.473 of the MBCA. "Dissenting
Share" for purposes of this Plan of Merger means each share of capital stock
of Hubbard owned by a shareholder who becomes entitled, pursuant to the
provisions of Section 302A.473 of the MBCA, to receive payment of the fair
value of such share.
FURTHER RESOLVED, that the Articles of Incorporation and By-laws
of Hubbard shall be the Articles of Incorporation and By-Laws of the
surviving corporation.
FURTHER RESOLVED, that no amendments to the Articles of
Incorporation of Hubbard shall be effected by the Merger.
FURTHER RESOLVED, at the Effective Time, Hubbard shall thereupon
and thereafter possess all the rights, privileges, immunities, powers and
franchises, of a public as well as of a private nature, of each of the
Constituent Corporations, and be subject to all the duties, liabilities and
obligations of each of the Constituent Corporations; and all property, real,
personal and mixed, and all debts due to any of the Constituent Corporations
on whatever account, including subscriptions to shares, and all other choses
in action and every other interest of or belonging to or due to each of the
Constituent Corporations shall vest in Hubbard; and all and every other
interest shall be thereafter as effectually the property of Hubbard as they
were of the several and respective Constituent Corporations; and the title to
any real estate or any interest therein, vested by deed or otherwise, in any
of the Constituent Corporations, shall not revert or be in any way impaired
by reason of the Merger; and all rights of creditors and all liens upon any
property of any of the Constituent Corporations shall be preserved
unimpaired; and all debts, duties, liabilities and obligations of any of the
Constituent Corporations shall thenceforth attach to Hubbard, which shall
assume all such debts, duties, liabilities and obligations, and such debts,
duties, liabilities
2
and obligations may be enforced against it to the same extent as if such
debts, duties, liabilities and obligations had been incurred or contracted by
it.
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 6/27/97 | | | | | | | None on these Dates |
| | 3/31/97 | | 1 | | 3 |
| | 3/21/97 | | 1 | | 3 |
| List all Filings |
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