Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Form S-1 Registration Statement 115 718K
2: EX-1 Purchase Agreement 23 99K
3: EX-2 Asset Purchase Agreement 147 372K
4: EX-3.1 Restated Certificate of Incorporation 7 34K
5: EX-3.2 Gorges/Quik-To-Fix Foods, Inc. Bylaws 14 53K
6: EX-4 Indenture 208 778K
7: EX-10.1 Agreement for Investment Banking Services 4 23K
16: EX-10.10 Lease Agreement 17 63K
17: EX-10.11 Supply Agreement 35 104K
18: EX-10.12 Letter Agreement 2 15K
19: EX-10.13 Beef Pattie Agreement 2 15K
20: EX-10.14 Gas Sales Agreement Dated December 1, 1995 9 41K
21: EX-10.15 Contract for Industrial Gas Service 33 126K
22: EX-10.16 Gas Sales Agreement Dated June 1, 1995 17 57K
23: EX-10.17 Waste Water Treatment Agreement 1 13K
24: EX-10.18 Securities Purchase and Stockholders Agreement 77 302K
25: EX-10.19 Consulting Agreement 6 28K
8: EX-10.2 Transition Services Agreement 27 83K
26: EX-10.20 Bill of Sale - Tyson Foods, Inc. 4 19K
27: EX-10.21 Bill of Sale - Gorges Foodservice, Inc. 4 19K
28: EX-10.22 Employment Agreement - J. David Culwell 10 53K
29: EX-10.23 Employment Agreement - Hernando Aviles 11 53K
30: EX-10.24 Employment Agreement - Stuart A. Ensor 11 53K
31: EX-10.25 Employment Agreement - Robert M. Powers 11 53K
32: EX-10.26 Employment Agreement - Randall H. Collins 11 53K
33: EX-10.27 Employment Agreement - Richard E. Mitchell 11 53K
9: EX-10.3 Collection Agreement 9 39K
10: EX-10.4 Trademark Licence Agreement 7 32K
11: EX-10.5 Assumption Agreement 2 18K
12: EX-10.6 Credit Agreement 157 551K
13: EX-10.7 Registration Rights Agreement 24 108K
14: EX-10.8 Co-Pack Pricing Agreement 8 27K
15: EX-10.9 Agreement of Lease 4 20K
34: EX-23.1 Consent of Ernst & Young 1 12K
35: EX-25 Statement of Eligibility of Trustee 8 30K
36: EX-27 Article 5 Financial Data Schedule 2 14K
37: EX-99.1 Stock Option Agreement - J. David Culwell 15 53K
46: EX-99.10 Form of Letter to Clients 2 16K
47: EX-99.11 Form of Letter to Nominees 2 15K
38: EX-99.2 Stock Option Agreement - Richard E. Mitchell 15 53K
39: EX-99.3 Stock Option Agreement - Randall H. Collins 15 53K
40: EX-99.4 Stock Option Agreement - Robert M. Powers 15 53K
41: EX-99.5 Stock Option Agreement - Hernando Aviles 15 53K
42: EX-99.6 Stock Option Agreement - Stuart Alan Ensor 15 53K
43: EX-99.7 Gorges Holding Company 1996 Stock Incentive Plan 18 70K
44: EX-99.8 Letter of Transmittal 12 64K
45: EX-99.9 Notice of Guaranteed Delivery 3 18K
EX-10.21 — Bill of Sale – Gorges Foodservice, Inc.
| EX-10.21 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
EXHIBIT 10.21
BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS, that GORGES FOODSERVICE, INC., a Texas
corporation (the "Seller") for and in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration, to it paid by GORGES/QUIK-
TO-FIX FOODS, INC., a Delaware corporation (the "Purchaser"), the receipt
whereof is hereby acknowledged, has granted, bargained, sold, transferred and
delivered, and by these presents does hereby grant, bargain, sell, transfer and
deliver unto the Purchaser, its successors and assigns, the personal property
and interests of Seller therein described and set forth in Exhibit A attached
---------
hereto and made a part hereof (the "Property"), excluding, however, the Excluded
Assets to the extent they are owned by Seller.
TO HAVE AND TO HOLD the same upon the Purchaser, its successors and assigns
forever.
This Bill of Sale has been executed and delivered in connection with, and
as a closing document required by, that certain Asset Purchase Agreement dated
October 17, 1996 between the Seller, Tyson Foods, Inc., a Delaware corporation,
Tyson Holding Corporation, a Delaware corporation, and Purchaser (the
"Agreement"). Capitalized terms used herein or in Exhibit A without definition
---------
shall have the meaning given to such terms in the Agreement.
AND the Seller, for itself and its successors and assigns, represents,
warrants and covenants to and with the Purchaser, its successors and assigns,
that
(i) the Seller is the lawful owner of the Property;
(ii) the Property is free from all liens, claims and encumbrances,
(iii) the Seller has the right to sell, transfer and deliver the Property
to Purchaser as herein provided, and
(iv) the Seller will warrant and defend the title to the Property unto the
Purchaser, its successors and assigns, against the claims and demands
of all persons whomsoever.
IN WITNESS WHEREOF, the Seller has executed this Bill of Sale as of the
25th day of November, 1996.
TYSON FOODS, INC.
By: /s/ David L. Van Bebber
---------------------------
Authorized Officer
Assistant Secretary
STATE OF GEORGIA
COUNTY OF FULTON
The foregoing instrument was acknowledged before me this 25th day of
November, 1996, by David L. Van Bebber who is personally known to me or
who has produced ____________________ as identification and who did (did not)
-------
take an oath.
Notary Public
/s/ Lisa M. Durham
---------------------------
Lisa M. Durham
[Print Name of Notary Public]
My Commission Expires: 2/4/2000
2
EXHIBIT A
1. All interest of Seller in, to or under all leases (of real and
personal property), contracts, licenses, Permits, distribution arrangements,
sales and purchase agreements, other agreements and business arrangements
(including deposits made by Seller pursuant thereto), to the extent assignable
pursuant to which Seller enjoys a right or benefit solely in connection with the
Business, whether oral or written, other than an Excluded Contract;
2. All machinery, equipment, furniture, tools, computers, office
equipment, business machines, telephones and telephone systems owned by Seller
located at the Owned Real Estate and Leased Real Estate described in Schedule
5.8 to the Agreement;
3. All vehicles and rolling stock owned by a Seller and described in
Schedule 5.10 to the Agreement;
4. All of Seller's office supplies, production supplies, spare parts,
other miscellaneous supplies, and other tangible property of any kind located at
the Facilities as of the date hereof;
5. All Inventories of the Business (other than inventories related to or
a part of Seller's discontinued steak business and any poultry or poultry based
products to the extent not included or related to those items listed in Schedule
2.1(a)(ix) to the Agreement);
6. As used exclusively in the Business and as disclosed on Schedule 5.11
to the Agreement, all of any Seller's ownerships, where applicable, and/or
right, title and interest in and to Intellectual Property, together with all of
such Seller's rights to use all of the foregoing and all other rights in, to and
under the foregoing in the United States and in all countries anywhere outside
the United States; and all goodwill and going concern value and all other
intangible properties of the Business, all of the foregoing to the extent
assignable;
7. As used exclusively in the Business, copies of all records pertaining
to customers and accounts, personnel records, all lists and records pertaining
to suppliers, and all books, ledgers, files and business records except as
relating to Excluded Assets or Excluded Liabilities, and subject to Seller's and
Purchaser's respective rights and obligations under Section 8.6 of the
Agreement;
8. In furtherance of but not in any way limiting the foregoing, those
poultry based products listed on Schedule 2.1(a)(ix) to the Agreement;
9. All of the pork chop co-pack business of Seller, whether or not
currently produced or conducted at any of the Facilities or considered a part of
the Business;
10. All of the business which is part of Tyson product codes 15030, 15006
and 15008 (i.e. St. Louis and Baby Back Ribs) whether or not currently produced
or conducted at any of the Facilities or considered a part of the Business;
11. All assignable rights against third parties under any warranty with
respect to any of the foregoing; and
12. All other similar property not referred to above which is used
exclusively in Seller's operation of the Business, wherever located, but
specifically excluding the Excluded Assets.
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 1/22/97 | | | | | | | None on these Dates |
| | 10/17/96 | | 1 |
| List all Filings |
↑Top
Filing Submission 0000950109-97-000392 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Fri., May 17, 8:14:17.1pm ET 