Foodbrands America Inc – ‘8-B12G’ on 5/17/95

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Registration of Securities of a Successor Issuer   —   Form 8-B
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-B12G      Registration of Securities of a Successor Issuer      13     50K 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws      9     30K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws      9     29K 
 4: EX-4.1      Instrument Defining the Rights of Security Holders     2     10K 
 6: EX-4.10     Instrument Defining the Rights of Security Holders     4     13K 
 5: EX-4.8      Instrument Defining the Rights of Security Holders     8     35K 
 7: EX-10.25    Material Contract                                      5     20K 
 8: EX-10.34    Material Contract                                      3     13K 
 9: EX-99.1     Miscellaneous Exhibit                                 61    356K 

8-B12G   —   Registration of Securities of a Successor Issuer
Document Table of Contents

8-B12G
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SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

--------------------  

FORM 8-B  

Registration of Securities of Certain Successor Issuers 
Filed Pursuant to Section 12(b) or (g) of the 
Securities Exchange Act of 1934 

--------------------  

FOODBRANDS AMERICA, INC.  
------------------------------------------------------  
(Exact name of registrant as specified in its charter)  

      Delaware                                            13-2535513
---------------------------------                          -------------------  
(State or other jurisdiction                               (I.R.S. Employer     
of incorporation or organization)                          Identification No.)  

2601 Northwest Expressway, Suite 1000W                                          
 Oklahoma City, Oklahoma                                         73112
----------------------------------------                           -----------  
(Address of principal executive offices)                            (Zip Code)  

--------------------- 

Securities to be registered pursuant to Section 12(b) of the Act:               

Title of each class                 Name of each exchange on which  
to be so registered                 each class is to be registered  

None                                                                

Securities to be registered pursuant to Section 12(g) of the Act:               

Common Stock  
--------------  
Title of Class  

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Item 1.     General Information.                                                

            (a)   The Registrant was incorporated under the laws of the State of
Delaware on December 5, 1994.                                                   

       (b)   The Registrant's fiscal year ends on the Saturday nearest
December 31.                                                                    

Item 2.     Transaction of Succession.                                          

         (a)   At the time of succession, the common stock, par value $.01
per share, of Doskocil Companies Incorporated, the predecessor of the Registrant
("Doskocil"), was registered pursuant to Section 12(g) of the Securities        
Exchange Act of 1933, as amended (the "Doskocil Common Stock").                 

    (b)   On May 16, 1995, Doskocil was merged with and into the
Registrant, with the Registrant as the surviving entity (the "Merger").         
The information set forth under the headings "The Annual Meeting --             
Outstanding Options; Warrants; Other Rights" and "Proposal III. The             
Merger" in the Proxy Statement/Prospectus (the "Proxy Statement/Prospectus")    
that constitutes a part of the Registration Statement on Form S-4 (Registration 
No. 33-57773) is incorporated herein by reference. In connection with the       
Merger, the Registrant assumed Doskocil's duties and obligations under the      
9 3/4% Senior Subordinated Redeemable Securities due 2000.                      

Item 3.     Securities to be Registered.                                        

        The total number of authorized shares of common stock, par value
$.01 per share, of the Registrant (the "Common Stock") is 20,000,000, of which  
12,433,705 are issued and outstanding as of the date hereof.  There are no      
shares of Common Stock held in treasury.                                        

Item 4.     Description of Registrant's Securities to Be Registered.            

            The Common Stock is substantially identical in all material respects
to the Doskocil Common Stock.  The information set forth under Item 3 hereof is 
incorporated herein by reference.  As of the date hereof, there are             
approximately 3,133 holders of record of the Common Stock.  The holders of      
Common Stock are entitled to receive, pro rata, dividends, when, if and as      
declared by the Board of Directors from any funds lawfully available therefor.  
However, the Registrant's ability to declare and pay dividends on the Common    
Stock is limited by the terms of the Credit Agreement among Doskocil, the       
Several Lenders from Time to Time Parties Thereto and Chemical Bank, as Agent,  
dated as of May 25, 1994 (the "Credit Agreement").  In connection with the      
Merger, the Registrant has succeeded to the rights and obligations of Doskocil  
under the Credit Agreement.                                                     

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       In the event of a liquidation, dissolution or winding up of the
Registrant, the holders of Common Stock are entitled to participate ratably in  
the distribution of assets remaining after payment of liabilities.  The Common  
Stock does not have any preemptive rights or redemption or sinking fund         
provisions.  The issued and outstanding shares of Common Stock are fully paid   
and nonassessable.  Holders of Common Stock are entitled to vote at all meetings
of stockholders of the Registrant for election of directors and for other       
purposes.  Holders have one vote for each share of Common Stock held.  The      
Common Stock does not have cumulative voting rights, thus holders of more than  
50% of the shares voting can elect all directors.                               

           On October 31, 1991, Doskocil entered into a warrant agreement (the
"Warrant Agreement") pursuant to which Doskocil issued warrants to purchase up  
to 193,066 shares of the Doskocil Common Stock at a price of $17.53 per share.  
The Registrant is subject to the terms of the Warrant Agreement pursuant to the 
Supplemental Agreement to the Warrant Agreement dated as of May 16, 1995.       
Warrants may be exercised at any time before their expiration on December 31,   
1998.  The number of shares subject to warrants is subject to adjustment.  As of
the date hereof, warrants to purchase 282,036 shares were outstanding.          

         The Warrant Agreement prohibits the declaration or payment of any
dividend or distribution on the Common Stock unless the Registrant pays to the  
warrant holders the amount of any such dividend or distribution receivable by a 
holder of the number of shares of Common Stock for which such warrants might    
have been exercised immediately prior to the declaration or payment of the      
dividend or distribution.  In addition, if any person or group acquires the     
power to vote more than 30% of the Common Stock, the Warrant Agreement provides 
that warrant holders may require the Registrant to repurchase the warrants at   
the then-current market price of the Common Stock less the warrant price, which 
requirement was waived in connection with certain acquisitions of the Doskocil  
Common Stock by Joseph Littlejohn & Levy Fund, L.P. and its affiliates ("JLL"). 

     Certain provisions of the Amended and Restated Certificate of
Incorporation and the Credit Agreement may delay, deter or prevent a stockholder
or group of stockholders from taking corporate action or gaining control of the 
Registrant.  The Amended and Restated Certificate of Incorporation requires the 
Registrant's Board of Directors to be divided into three classes, with directors
in each class serving successive three-year terms.  The information set forth   
under the headings "Proposal I. Election of Directors" and "Proposal III.       
The Merger -- Preservation of Tax Benefits" in the Proxy Statement/Prospectus   
is incorporated herein by reference.  The Credit Agreement provides             

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that an event of default shall occur thereunder if any person or group          
(excluding JLL), as defined in the Securities Act of 1934, as amended,          
beneficially owns or holds the power to vote more than 30% (or, if JLL owns at  
least 15% of the outstanding Common Stock, 50%) of the outstanding Common Stock.

           Section 203 of the Delaware General Corporation Law ("Section 203")
prohibits a publicly-held Delaware corporation from engaging in a "business     
combination" with an "interested stockholder" for a period of three years after 
the date of the transaction in which the person became an interested stockholder
unless (i) prior to the date of the business combination, the transaction is    
approved by the corporation's board of directors, (ii) upon consummation of the 
transaction which resulted in the stockholder becoming an interested            
stockholder, the interested stockholder owns at least 85% of the outstanding    
voting stock, or (iii) on or after such date the business combination is        
approved by the corporation's board of directors and by the affirmative vote of 
at least 66 2/3% of the outstanding voting stock which is not owned by the      
interested stockholder.  A "business combination" includes mergers, asset sales 
and other transactions resulting in a financial benefit to the stockholder.  An 
"interested stockholder" is a person who, together with affiliates and          
associates, owns, or within three years did own, 15% or more of the             
corporation's voting stock. The Registrant is subject to Section 203.           

            The information set forth under the headings  "The Annual Meeting --
Outstanding Warrants; Options; Other Rights" and "Proposal III. The Merger"     
in the Proxy Statement/Prospectus is incorporated herein by reference.          

Item 5.     Financial Statements and Exhibits.                                  

(a)   Financial Statements.                             

Not Applicable                              

(b)   Exhibits.                                         

                 3.1         Amended and Restated Certificate of Incorporation
       of Foodbrands America, Inc.

         3.2         Amended and Restated Bylaws of Foodbrands
America, Inc.       

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                4.1         Specimen Stock Certificate evidencing the Common
                          Stock, par value $.01 per share, of Foodbrands
America, Inc.       

            4.2         Credit Agreement among Doskocil, the Several
                         Lenders from Time to Time Parties Thereto and
                             Chemical Bank, as Agent, dated as of May 25, 1994
                             (incorporated herein by reference to Exhibit 1 to
                          Doskocil's Current Report on Form 8-K filed on
June 14, 1994)      

                  4.3         First Amendment to Credit Agreement dated November
                        2, 1994 (incorporated herein by reference to
                           Exhibit 4.3 to Doskocil's Annual Report on Form
                      10-K for the year ended December 31, 1994)

          4.4         Second Amendment to Credit Agreement dated
                     February 10, 1995 (incorporated herein by
                         reference to Exhibit 4.4 to Doskocil's Annual
                           Report on Form 10-K for the year ended December
31, 1994)           

           4.5         Form of Doskocil 9 3/4% Senior Subordinated
                             Redeemable Notes due 2000 (incorporated herein by
                           reference to Exhibit 4.22 to Amendment No. 2 to
                              the Registration Statement on Form S-1 filed April
                 13, 1993 (Registration No. 33-59484))

             4.6         Indenture between Doskocil and First Fidelity
                            Bank, National Association, New York, as Trustee
                             (incorporated herein by reference to Exhibit 3 to
                              Doskocil's Current Report on Form 8-K, dated April
               28, 1993, and filed April 30, 1993)

                 4.7         First Supplemental Indenture between Doskocil and
                         First Fidelity Bank, National Association, as
                          Trustee dated as of June 1, 1994 (incorporated
                            herein by reference to Exhibit 4.7 to Doskocil's
                         Annual Report on Form 10-K for the year ended
December 31, 1994)  

         4.8         Second Supplemental Indenture between the
               Registrant and First Fidelity Bank,

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                            National Association, as Trustee dated as of May
16, 1995            

               4.9         Warrant Agreement dated as of October 31, 1991,
                            between Doskocil and the signatory banks thereto
                            (incorporated herein by reference to Exhibit 4.2
                          to Doskocil's Annual Report on Form 10-K dated
                        March 12, 1992, and filed on March 13, 1992)

                  4.10        Supplemental Agreement dated as of May 16, 1995 to
                          Warrant Agreement dated as of October 31, 1991
                            between Doskocil and the signatory banks thereto

                 4.11        Amended and Restated Certificate of Incorporation
                        of Foodbrands America, Inc. (see Exhibit 3.1
above)              

         4.12        Amended and Restated Bylaws of Foodbrands
                 America, Inc. (see Exhibit 3.2 above)

              4.13        Doskocil Companies Incorporated Retirement and
                       Profit Sharing Plan (incorporated herein by
                         reference to Exhibit 4.8 to Doskocil's Annual
                        Report on Form 10-K filed on March 31, 1994)

          4.14        Doskocil Companies Incorporated 1992 Stock
                              Incentive Plan, as amended (incorporated herein by
                         reference to Exhibit 4.9 to Doskocil's Annual
                        Report on Form 10-K filed on March 31, 1994)

                  4.15        Lease by and between the City of South Hutchinson,
                    Kansas and Doskocil dated August 1, 1985
                              (incorporated herein by reference to Exhibit 10.14
                           to Doskocil's Annual Report on Form 10-K, dated
                        April 12, 1991, and filed on April 15, 1991)

                  4.16        Guaranty Agreement between Doskocil and The Fourth
                           National Bank and Trust Company, Wichita, dated
                            August 1, 1985 (incorporated herein by reference
                          to Exhibit 4.12 to Doskocil's Annual Report on
                         Form 10-K, dated March 12, 1992, and filed on
March 13, 1992)     

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           4.17        Agreement for Waste Water Treatment Service
                     between Stoppenbach, Inc. and the City of
                     Jefferson, Wisconsin, dated November 1985
                        (incorporated herein by reference to Exhibit
                          4.13 to Doskocil's Annual Report on Form 10-K,
                           dated March 12, 1992, and filed March 13, 1992)

            10.1        Credit Agreement among Doskocil, the Several
                         Lenders from Time to Time Parties Thereto and
                            Chemical Bank, as Agent dated as of May 25, 1994
   (see Exhibit 4.2 above)

                  10.2        First Amendment to Credit Agreement dated November
           2, 1994 (see Exhibit 4.3 above)

          10.3        Second Amendment to Credit Agreement dated
                     February 10, 1995 (see Exhibit 4.4 above)

           10.4        Form of Doskocil 9 3/4% Senior Subordinated
                             Redeemable Notes due 2000 (see Exhibit 4.5 above)

             10.5        Indenture between Doskocil and First Fidelity
                            Bank, National Association, New York, as Trustee
   (see Exhibit 4.6 above)

                 10.6        First Supplemental Indenture between Doskocil and
                          First Fidelity Bank, National Association, New
                          York, as Trustee dated as of June 1, 1994 (see
Exhibit 4.7 above)  

         10.7        Second Supplemental Indenture between the
                        Registrant and First Fidelity Bank, National
                            Association, as Trustee dated as of May 16, 1995
   (see Exhibit 4.8 above)

               10.8        Warrant Agreement dated as of October 31, 1991,
                            between Doskocil and the signatory banks thereto
   (see Exhibit 4.9 above)

                  10.9        Supplemental Agreement dated as of May 16, 1995 to
                          Warrant Agreement dated as of October 31, 1991
                            between Doskocil and the signatory banks thereto
    (see Exhibit 4.10 above)

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              10.10       Doskocil Companies Incorporated Retirement and
                        Profit Sharing Plan (see Exhibit 4.13 above)

                10.11       Doskocil Companies Incorporated Annual Incentive
                             Plan (incorporated herein by reference to Exhibit
                         10.9 to Doskocil's Annual Report on Form 10-K
                 for the year ended December 31, 1995)

          10.12       Doskocil Companies Incorporated 1992 Stock
                        Incentive Plan, as amended (see Exhibit 4.14
above)              

              10.13       Wilson Foods Corporation Retirement and Profit
                         Sharing Plan for Salaried Employees of Wilson
                        Foods Corporation effective January 1, 1985,
                              restated December 31, 1987 (incorporated herein by
                           reference to Exhibit 10.15 to Doskocil's Annual
                          Report on Form 10-K, dated March 12, 1992, and
    filed on March 13, 1992)

            10.14       Employment Agreement dated November 1, 1991,
                         between Doskocil and John Hanes (incorporated
                          herein by reference to Exhibit 9 to Doskocil's
                          Current Report on Form 8-K, dated November 14,
                 1991, and filed on November 15, 1991)

               10.15       Separation Agreement and Release dated December
                    31, 1993 between Doskocil and John Hanes
                              (incorporated herein by reference to Exhibit 10.18
                             to Doskocil's Annual Report on Form 10-K filed on
March 31, 1994)     

            10.16       Employment Agreement dated November 1, 1991,
                  between Doskocil and Theodore A. Myers
                              (incorporated herein by reference to Exhibit 10 to
                        Doskocil's Current Report on Form 8-K, dated
                              November 14, 1991, and filed on November 15, 1991)

               10.17       Settlement Agreement dated July 6, 1993 between
                        Doskocil and Theodore A. Myers (incorporated
                              herein by reference to Exhibit 10.20 to Doskocil's
                         Annual Report on Form 10-K filed on March 31,
1994)               

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                  10.18       Employment Agreement dated August 2, 1994, between
                           Doskocil and R. Randolph Devening (incorporated
                         herein by reference to the exhibit filed with
                        Doskocil's Current Report on Form 8-K, dated
                         August 15, 1994 and filed on August 17, 1994)

               10.19       Employment Agreement dated May 3, 1994, between
                             Doskocil and Robert S. Wright, amended August 17,
                    1994 and further amended January 6, 1995
                              (incorporated herein by reference to Exhibit 10.17
                            to Doskocil's Annual Report on Form 10-K for the
         year ended December 31, 1994)

           10.20       Employment Agreement dated January 30, 1995
                  between Doskocil and Larry P. Swafford
                              (incorporated herein by reference to Exhibit 10.18
                            to Doskocil's Annual Report on Form 10-K for the
         year ended December 31, 1994)

            10.21       Settlement Agreement dated December 2, 1994,
                   between Doskocil and Charles I. Merrick
                              (incorporated herein by reference to Exhibit 10.19
                            to Doskocil's Annual Report on Form 10-K for the
         year ended December 31, 1994)

                10.22       Form of Transition Employment Agreement dated on
                            or after December 17, 1991, between Doskocil and
                          Thomas G. McCarley, William L. Brady, David J.
                          Clapp, Raymond J. Haefele, Darian B. Andersen,
                          Bryant P. Bynum, Lee C. Harrison, T.D. Traver,
                          Charles M. Sweeney, Horst O. Sieben, Howard C.
                             Madsen, Robert S. Riddle, Charles E. Smith, Larry
                          P. Swafford and Gregory P. Ibsen (incorporated
                             herein by reference to Exhibit 10.18 to Amendment
                        No. 3 to Registration Statement on Form S-1,
        (Registration No. 33-59484))

          10.23       Non-Qualified Stock Option Agreement dated
                      September 29, 1994 between Doskocil and R.
                     Randolph Devening (incorporated herein by
         reference to Exhibit 10.21 to

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                              Doskocil's Annual Report on Form 10-K for the year
    ended December 31, 1994)

                  10.24       Form of Non-Qualified Stock Option Agreement dated
                           on or after September 29, 1994 between Doskocil
                           and William L. Brady, Bryant P. Bynum, David J.
                              Clapp, Horst O. Sieben, Thomas G. McCarley, Robert
                              S. Wright, Raymond J. Haefele and Howard C. Madsen
                          (incorporated by reference to Exhibit 10.22 to
                              Doskocil's Annual Report on Form 10-K for the year
    ended December 31, 1994)

        10.25       Separation Pay Plan, dated April 1, 1995

                  10.26       Form of Indemnification Agreement between Doskocil
                        and its non-employee Directors (incorporated
                             herein by reference to Exhibit 10.42 to Amendment
                       No. 1 to Registration Statement on Form S-1
        (Registration No. 33-59484))

                  10.27       Lease by and between the City of South Hutchinson,
                         Kansas and Doskocil dated August 1, 1985 (see
Exhibit 4.15 above) 

                  10.28       Lease dated November 4, 1991, between Doskocil and
                        American General Life and Accident Insurance
                        Company (incorporated herein by reference to
                             Exhibit 10.35 to Doskocil's Annual Report on Form
                             10-K, dated March 12, 1992 and filed on March 13,
1992)               

            10.29       Lease Agreement dated April 4, 1992, between
             Doskocil and Millard Refrigerated
                             Services-Atlanta, as amended (incorporated herein
                         by reference to Exhibit 10.27 to Registration
                              Statement on Form S-1 (Registration No. 33-51346))

              10.30       Agreement between Wilson Foods Corporation the
                            City of Cherokee, Iowa, dated February 28, 1964,
and First           

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                            Amendment thereto dated October 24, 1978; Second
                          Amendment thereto dated February 24, 1981; and
                          Third Amendment thereto dated August 18, 1983,
                            covering water and sewage services (incorporated
                   herein by reference to Exhibit 10.34 to
                            Registration Statement on Form S-1 (Registration
No. 33-59484))      

                 10.31       Agreement dated December 26, 1989, by and between
                       the City of Cherokee, Iowa and Wilson Foods
                           Corporation, covering water rates (incorporated
                   herein by reference to Exhibit 10.35 to
                            Registration Statement on Form S-1 (Registration
No. 33-59484))      

                  10.32       Equipment Lease Agreement between Wilson Foods and
                             MDFC Equipment Leasing Corporation, dated May 20,
                             1992, and related unconditional Guaranty executed
                          by Doskocil dated June 11, 1992, and Equipment
                          Lease Addendum to date (incorporated herein by
                            reference to Exhibit 10.38 to Amendment No. 1 to
                            Registration Statement on Form S-1 (Registration
No. 33-59484))      

                10.33       Stock Purchase Agreement by and between Doskocil
                         and Joseph Littlejohn & Levy Fund, L.P. dated
                     February 16, 1993 (incorporated herein by
                        reference to Exhibit 1 to Doskocil's Current
                          Report on Form 8-K dated February 18, 1993 and
       Filed on February 19, 1993)

                 10.34       Agreement, Acknowledgement and Waiver between the
                         Registrant and Joseph Littlejohn & Levy Fund,
    L.P., dated May 16, 1995

            10.35       Agreement dated as of March 22, 1993, by and
                              between Joseph Littlejohn and Levy Fund, L.P., The
                         Airlie Group, L.P. and Doskocil (incorporated
                             herein by reference to Exhibit 10.43 to Amendment
                       No. 1 to Registration Statement on Form S-1
        (Registration No. 33-59484))

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                  10.36       Stockholders Agreement dated as of March 22, 1993,
                              by and between the Airlie Group, L.P. and Doskocil
                              (incorporated herein by reference to Exhibit 10.44
                           to Amendment No. 1 to Registration Statement on
                 Form S-1 (Registration No. 33-59484))

                10.37       Agreement between Doskocil and the Airlie Group,
                        L.P. dated as of March 7, 1995 (incorporated
                          herein by reference to Exhibit 1 to Doskocil's
                           Current Report on Form 8-K dated March 7, 1995)

           10.38       Master Equipment Lease between Doskocil and
                          Cargill Leasing Corporation dated September 1,
                             1993 (incorporated herein by reference to Exhibit
                          10.35 to Doskocil's Annual Report on Form 10-K
    filed on March 31, 1994)

              10.39       Stock Purchase Agreement between International
                         Multifoods Corporation and Doskocil Companies
                   Incorporated dated as of March 17, 1994
                             (incorporated herein by reference by reference to
                             Exhibit 10.36 to Doskocil's Annual Report on Form
         10-K filed on March 31, 1994)

            21.1        Subsidiaries of the Registrant (incorporated
                             herein by reference to Exhibit 21.1 to Doskocil's
                         Annual Report on Form 10-K for the year ended
December 31, 1994)  

                  99.1        Proxy Statement/Prospectus included as part of the
                            Registration Statement on Form S-4 (Registration
No. 33-57773)       

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SIGNATURE 

    Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this application for       
registration (or registration statement) to be signed on its behalf by the      
undersigned, thereunto duly authorized.                                         

                            FOODBRANDS AMERICA, INC.

                             By:   /s/ Bryant P. Bynum
                                       -----------------------
                                       Bryant P. Bynum
                                              Vice President and
                                     Treasurer

Date:  May 16, 1995                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

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