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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/13/05 TreeHouse Foods, Inc. 10-12B/A 2:1.2M Bowne - DC/FA |
Document/Exhibit Description Pages Size 1: 10-12B/A Form 10 for Treehouse Foods, Inc. HTML 44K 2: EX-99.1 Miscellaneous Exhibit HTML 1.00M
Amendment No.2 |
Delaware
|
20-2311383 | |
(State or Other Jurisdiction of Incorporation) |
(I.R.S. Employer Identification No.) |
Title of Each Class | Name of Each Exchange on which | |
to be so Registered | Each Class is to be Registered | |
Common Stock, $0.01 Par Value Per Share
Preferred Stock Purchase Rights |
New York Stock Exchange, Inc. New York Stock Exchange, Inc. |
I. | INFORMATION INCLUDED IN THE INFORMATION STATEMENT AND INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT ON FORM 10 |
Item No. | Caption | Location in Information Statement | ||||
1. | Business | “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. |
Report of Independent Registered Public Accounting Firm. |
TreeHouse Foods, Inc. Combined Balance Sheets as of March 31, 2005 (unaudited) and December 31, 2004 and 2003. | |
TreeHouse Foods, Inc. Combined Statements of Income for the Three Months Ended March 31, 2005 and 2004 (unaudited) and the Years Ended December 31, 2004, 2003 and 2002. | |
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. |
Exhibit | ||||
No. | Exhibit Description | |||
2 | .1* | Form of Distribution Agreement | ||
3 | .1* | Form of Restated Certificate of Incorporation of TreeHouse Foods, Inc. | ||
3 | .2* | 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) | ||
10 | .1*† | Employment Agreement, dated January 27, 2005, by and between TreeHouse Foods, Inc. and Sam K. Reed | ||
10 | .2*† | 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 | ||
21 | .1* | List of Subsidiaries | ||
99 | .1 | Information Statement of TreeHouse Foods, Inc., subject to completion dated June 13, 2005 |
* | Filed previously. |
† | Management contract or compensatory plan or arrangement. |
II. | INFORMATION NOT INCLUDED IN THE INFORMATION STATEMENT |
Item 10. | Recent Sales of Unregistered Securities. |
Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
TreeHouse Foods, Inc. |
By: | /s/ Sam K. Reed |
|
|
Sam K. Reed | |
Chief Executive Officer |
Exhibit No. | Exhibit Description | |||
2 | .1* | Form of Distribution Agreement | ||
3 | .1* | Form of Restated Certificate of Incorporation of TreeHouse Foods, Inc. | ||
3 | .2* | 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) | ||
10 | .1*† | Employment Agreement, dated January 27, 2005, by and between TreeHouse Foods, Inc. and Sam K. Reed | ||
10 | .2*† | 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 | ||
21 | .1* | List of Subsidiaries | ||
99 | .1 | Information Statement of TreeHouse Foods, Inc., subject to completion dated June 13, 2005 |
* | Filed previously. |
† | Management contract or compensatory plan or arrangement. |
This ‘10-12B/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 6/13/05 | None on these Dates | ||
3/31/05 | ||||
1/27/05 | ||||
12/31/04 | ||||
3/31/04 | ||||
12/31/03 | ||||
12/31/02 | ||||
List all Filings |