Amendment to Registration of Securities (General Form) — Form 10 Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 10-12B/A Form 10 for Treehouse Foods, Inc. HTML 46K
17: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 23K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 186K
Liquidation or Succession
3: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 42K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 76K
5: EX-4.1 Instrument Defining the Rights of Security Holders HTML 13K
6: EX-4.3 Instrument Defining the Rights of Security Holders HTML 223K
10: EX-10.10 Material Contract HTML 127K
11: EX-10.11 Material Contract HTML 26K
12: EX-10.12 Material Contract HTML 28K
13: EX-10.13 Material Contract HTML 33K
14: EX-10.14 Material Contract HTML 17K
7: EX-10.7 Material Contract HTML 85K
8: EX-10.8 Material Contract HTML 23K
9: EX-10.9 Material Contract HTML 30K
15: EX-21.1 Subsidiaries HTML 7K
16: EX-99.1 Miscellaneous Exhibit HTML 1.00M
“Summary,”“Risk Factors,”“The
Distribution,”“Our Relationship with Dean Foods After
the Distribution,”“Management’s Discussion and
Analysis of Financial Condition and Results of Operations,”“Our Business and Properties,” and “Where You Can
Find More Information.”
2.
Financial Information
“Summary,”“Risk Factors,”“Capitalization,”“Selected Historical Combined
Financial Data,”“Unaudited Pro Forma Condensed
Combined Financial Statements,”“Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” and “Index to Combined Financial
Statements and Schedule” including the Combined Financial
Statements and Schedule.
3.
Properties
“Our Business and Properties.”
4.
Security Ownership of Certain Beneficial Owners and Management
“Ownership of Our Stock.”
5.
Directors and Executive Officers
“Management” and “Executive Compensation.”
6.
Executive Compensation
“Executive Compensation.”
7.
Certain Relationships and Related Transactions
“Our Relationship with Dean Foods After the
Distribution,”“Capitalization,”“Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and “Certain
Relationships and Related Transactions.”
8.
Legal Proceedings
“Our Business and Properties — Legal
Proceedings.”
9.
Market Price of and Dividends on the Registrant’s Common
Equity and Related Stockholder Matters
“Summary,”“The Distribution,”“Dividend Policy” and “Description of Our Capital
Stock.”
11.
Description of Registrant’s Securities to be Registered
“Description of Our Capital Stock.”
12.
Indemnification of Directors and Officers
“Limitation of Liability and Indemnification of Our
Officers and Directors.”
13.
Financial Statements and Supplementary Data
“Summary,”“Selected Historical Combined
Financial Data,”“Unaudited Pro Forma Condensed
Combined Financial Statements,”“Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” and “Index to Combined Financial
Statements and Schedule” including the Combined Financial
Statements and Schedule.
Item No.
Caption
Location in Information Statement
15.
Financial Statements and Exhibits
“Index to Combined Financial Statements and Schedule,”
including the Combined Financial Statements and Schedule.
(a) List of Combined Financial Statements and Schedule. The
following Combined Financial Statements and Schedule are
included in the information statement and filed as part of this
Registration Statement:
Report of Independent Registered Public Accounting Firm.
TreeHouse Foods, Inc. Combined Statements of Parent’s Net
Investment for the Three Months Ended March 31, 2005
(unaudited) and the Years Ended December 31, 2004, 2003 and
2002.
TreeHouse Foods, Inc. Combined Statements of Cash Flows for the
Three Months Ended March 31, 2005 and 2004 (unaudited) and
the Years Ended December 31, 2004, 2003 and 2002.
Notes to Combined Financial Statements.
Schedule II — Valuation and Qualifying Accounts.
(b) Exhibits. The following documents are filed as exhibits
hereto:
Form of Amended and Restated By-Laws of TreeHouse Foods, Inc.
4
.1
Form of TreeHouse Foods, Inc. Common Stock Certificate
4
.2*
Stockholders Agreement, dated January 27, 2005, by and
between TreeHouse Foods, Inc., Dean Foods Company, Sam K.
Reed, David B. Vermylen, E. Nichol McCully,
Thomas E. O’Neill, and Harry J. Walsh.
4
.3
Form of Rights Agreement between TreeHouse Foods, Inc. and The
Bank of New York, as rights agent
4
.4
Form of Certificate of Designation of Series A Junior
Participating Preferred Stock (attached as an Exhibit to the
Rights Agreement filed as Exhibit 4.3 hereto)
4
.5
Form of Rights Certificate (attached as an Exhibit to the Rights
Agreement filed as Exhibit 4.3 hereto)
Employment Agreement, dated January 27, 2005, by and
between TreeHouse Foods, Inc. and David B. Vermylen
10
.3*†
Employment Agreement, dated January 27, 2005, by and
between TreeHouse Foods, Inc. and E. Nichol McCully
10
.4*†
Employment Agreement, dated January 27, 2005, by and
between TreeHouse Foods, Inc. and Thomas E. O’Neill
10
.5*†
Employment Agreement, dated January 27, 2005, by and
between TreeHouse Foods, Inc. and Harry J. Walsh
Exhibit
No.
Exhibit Description
10
.6*
Form of Subscription Agreement
10
.7
Form of 2005 Long-Term Stock Incentive Plan
10
.8
Form of Transition Services Agreement
10
.9
Form of Employee Matters Agreement
10
.10
Form of Tax Sharing Agreement
10
.11
Form of Trademark License Agreement between Dean Foods Company
and TreeHouse Foods, Inc.
10
.12
Form of Trademark License Agreement between TreeHouse Foods,
Inc. and Dean Foods Company, Dean Intellectual Property Services
II, L.P. and Dean Specialty Intellectual Property Services, L.P.
10
.13
Form of Co-Pack Agreement between Dean Foods Company and
TreeHouse Foods, Inc.
10
.14†
Form of Memorandum of Amendment to Stockholders Agreement and
Employment Agreements of Sam K. Reed, David B.
Vermylen, E. Nichol McCully, Thomas E. O’Neill,
and Harry J. Walsh
Management contract or compensatory plan or arrangement.
II.
INFORMATION NOT INCLUDED IN THE INFORMATION STATEMENT
Item 10.
Recent Sales of Unregistered Securities.
On January 27, 2005, TreeHouse Foods, Inc.
(“TreeHouse”) entered into a series of subscription
agreements with Sam K. Reed, David B. Vermylen, E. Nichol
McCully, Thomas E. O’Neill, and Harry J. Walsh, pursuant to
which these individuals and certain family trusts affiliated
with these individuals purchased an aggregate of
2,000 shares of our common stock, par value $.01 per
share, representing approximately 1.7% of our outstanding common
stock, for an aggregate purchase price of $10.0 million.
The sales of these securities were exempt from registration
under Section 4(2) of the Securities Act. The remaining
118,000 shares of TreeHouse’s common stock,
representing approximately 98.3% of the outstanding common stock
of TreeHouse, are held indirectly by Dean Foods.
Item 14.
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Form of Amended and Restated By-Laws of TreeHouse Foods, Inc.
4
.1
Form of TreeHouse Foods, Inc. Common Stock Certificate
4
.2*
Stockholders Agreement, dated January 27, 2005, by and
between, TreeHouse Foods, Inc., Dean Foods Company, Sam K.
Reed, David B. Vermylen, E. Nichol McCully,
Thomas E. O’Neill, and Harry J. Walsh.
4
.3
Form of Rights Agreement between TreeHouse Foods, Inc. and The
Bank of New York, as rights agent
4
.4
Form of Certificate of Designation of Series A Junior
Participating Preferred Stock (attached as an Exhibit to the
Rights Agreement filed as Exhibit 4.3 hereto)
4
.5
Form of Rights Certificate (attached as an Exhibit to the Rights
Agreement filed as Exhibit 4.3 hereto)
Employment Agreement, dated January 27, 2005, by and
between TreeHouse Foods, Inc. and David B. Vermylen
10
.3*†
Employment Agreement, dated January 27, 2005, by and
between TreeHouse Foods, Inc. and E. Nichol McCully
10
.4*†
Employment Agreement, dated January 27, 2005, by and
between TreeHouse Foods, Inc. and Thomas E. O’Neill
10
.5*†
Employment Agreement, dated January 27, 2005, by and
between TreeHouse Foods, Inc. and Harry J. Walsh
10
.6*
Form of Subscription Agreement
10
.7
Form of 2005 Long-Term Stock Incentive Plan
10
.8
Form of Transition Services Agreement
10
.9
Form of Employee Matters Agreement
10
.10
Form of Tax Sharing Agreement
10
.11
Form of Trademark License Agreement between Dean Foods Company
and TreeHouse Foods, Inc.
10
.12
Form of Trademark License Agreement between TreeHouse Foods,
Inc. and Dean Foods Company, Dean Intellectual Property Services
II, L.P. and Dean Specialty Intellectual Property Services, L.P.
10
.13
Form of Co-Pack Agreement between Dean Foods Company and
TreeHouse Foods, Inc.
10
.14†
Form of Memorandum of Amendment to Stockholders Agreement and
Employment Agreements of Sam K. Reed, David B. Vermylen,
E. Nichol McCully, Thomas E. O’Neill, and Harry J.
Walsh
