Document/Exhibit Description Pages Size
1: 8-A12G Form 8-A 7 31K
2: EX-1 Underwriting Agreement 46 202K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 6 25K
Liquidation or Succession
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DEL MONTE FOODS COMPANY
(Exact name of registrant as specified in its charter)
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Delaware 13-3542950
(State of incorporation or organization) (I.R.S. employer
identification no.)
One Market @ The Landmark
San Francisco, California 94105
(Address of principal executive offices) (Zip code)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. / /
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. /X/
Securities Act registration statement file number to which this form relates:
Not Applicable
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
Not Applicable Not Applicable
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Rights to Purchase Series B Preferred Stock, par value $0.01 per share
(Title of class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On June 12, 2002, the Board of Directors of Del Monte Foods Company (the
"Company") authorized and declared a dividend of one preferred stock purchase
right (a "Right") for each share of common stock, par value $0.01 per share, of
the Company (the "Common Shares"). The dividend is payable on June 12, 2002 (the
"Record Date") to the holders of record of Common Shares as of the close of
business on such date.
The following is a brief description of the Rights. It is intended to
provide a general description only and is subject to the detailed terms and
conditions of the Rights Agreement (the "Rights Agreement") dated as of June 12,
2002 by and between the Company and The Bank of New York, as Rights Agent (the
"Rights Agent").
1. COMMON SHARE CERTIFICATES REPRESENTING RIGHTS
Until the Distribution Date (as defined in Section 2 below), (a) the
Rights shall not be exercisable, (b) the Rights shall be attached to and trade
only together with the Common Shares and (c) the stock certificates representing
Common Shares also shall represent the Rights attached to such Common Shares.
Common Share certificates issued after the Record Date and prior to the
Distribution Date shall contain a notation incorporating the Rights Agreement by
reference.
2. DISTRIBUTION DATE
The "Distribution Date" is the earliest of (a) the tenth business day
following the date of the first public announcement that any person (other than
(i) the Company, (ii) TPG Partners, L.P. and TPG Parallel I, L.P. and any of
their affiliates or associates, (iii) H.J. Heinz Company or SKF Foods Inc., if
either person would not otherwise be a 15% Stockholder (as defined below) but
for the execution, delivery and performance of the Agreement and Plan of Merger
among H.J. Heinz Company, SKF Foods Inc., the Company and Del Monte Corporation
(the "Merger Agreement") and of any voting agreement contemplated thereby, and
(iv) certain additional exceptions) has become the beneficial owner of 15% or
more of the then outstanding Voting Shares (such person is a "15% Stockholder"
and the date of such public announcement is the "15% Ownership Date"), (b) the
tenth business day (or such later day as shall be designated by the Board of
Directors) following the date that a tender or exchange offer by any Person,
other than an Exempt Person, is first published or sent or given within the
meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange
Act, if, assuming the successful consummation thereof, such Person would be a
15% Stockholder, (c) the first date, on or after the 15% Ownership Date, upon
which the Company is acquired in a merger or other business combination in which
the Company is not the surviving corporation or in which the outstanding Common
Shares are changed into or exchanged for stock or assets of another person, or
upon which 50% or more of the Company's consolidated assets or earning power are
sold (other than in transactions in the ordinary course of business). In
calculating the percentage of outstanding Voting Shares that are beneficially
owned by any person, such person shall be deemed to beneficially own any Voting
Shares issuable upon the exercise, exchange or conversion of any options,
warrants or other securities beneficially owned by such person; provided,
however, that Voting Shares issuable upon the exercise of such securities shall
not be deemed outstanding for the purpose of calculating the percentage of
Voting Shares that are beneficially owned by any other person.
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Upon the close of business of the Distribution Date, the Rights shall
separate from the Common Shares, Right certificates shall be issued and the
Rights shall become exercisable to purchase Preferred Shares as described in
Section 5 below.
No Person who is the Beneficial Owner of 15% or more of the outstanding
Voting Shares as of June 12, 2002 shall be deemed a 15% Stockholder unless or
until such Person shall acquire, without the prior approval of the Board of
Directors, Beneficial Ownership of an additional 1% of the Voting Shares then
outstanding and, following such acquisition, is the Beneficial Owner of more
than 15% of the Voting Shares then outstanding. In addition, any Person (a
"Transferee") who purchases Voting Shares from such Person shall not be deemed a
15% Stockholder if, after giving effect to such acquisition, such Transferee
holds no more than the sum of the Voting Shares so acquired plus 1% of the
Voting Shares then outstanding.
3. ISSUANCE OF RIGHT CERTIFICATES
As soon as practicable following the Distribution Date, separate
certificates representing only Rights shall be mailed to the holders of record
of Common Shares as of the close of business on the Distribution Date, and such
separate Right certificates alone shall represent such Rights from and after the
Distribution Date.
4. EXPIRATION OF RIGHTS
The Rights shall expire on June 12, 2003 (the "Expiration Date"), unless
earlier redeemed or exchanged, unless the Distribution Date has previously
occurred and the Rights have separated from the Common Shares, in which case the
Rights will remain outstanding for ten years from the date they separate.
5. EXERCISE OF RIGHTS
Unless the Rights have expired or been redeemed or exchanged, they may be
exercised, at the option of the holders, pursuant to paragraphs (a), (b) or (c)
below. No Right may be exercised more than once or pursuant to more than one of
such paragraphs. From and after the first event of the type described in
paragraphs (b) or (c) below, each Right that is beneficially owned by a 15%
Stockholder or that was attached to a Common Share that is subject to an option
beneficially owned by a 15% Stockholder shall be void.
(a) Right to Purchase Preferred Shares. From and after the close of
business on the Distribution Date, each Right (other than a Right that has
become void) shall be exercisable to purchase one one-ten thousandth of a share
of Series B Preferred Stock, par value $0.01 per share, of the Company (the
"Preferred Shares"), at an exercise price of $45.00 (the "Exercise Price").
Prior to the Distribution Date, the Company may substitute for all or any
portion of the Preferred Shares that would otherwise be issuable upon exercise
of the Rights, cash, assets or other securities having the same aggregate value
as such Preferred Shares. The Preferred Shares are nonredeemable and, unless
otherwise provided in connection with the creation of a subsequent series of
preferred stock, are subordinate to any other series of the Company's preferred
stock whether issued before or after the issuance of the Preferred Shares. The
Preferred Shares may not be issued except upon exercise of Rights. The holder of
a Preferred Share is entitled to receive when, as and if declared, quarterly
dividends payable in cash on the first day of March, June, September and
December in each year (each such date being referred to herein as a "Quarterly
Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date
after the first issuance of a share or fraction of a share of
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Series B Preferred Stock, in an amount per share (rounded to the nearest cent)
equal to the greater of (i) $.25 per share ($1.00 per annum) or (ii) subject to
adjustment, 10,000 times the aggregate per share amount of all dividends or
other distributions declared on the Common Stock since the last quarterly
dividend payment. In the event of liquidation, no distribution shall be made to:
(i) the holders of shares of stock ranking junior to the Series B Preferred
Stock unless, prior thereto, the holders of shares of Series B Preferred Stock
shall have received the greater of (A) $10,000.00 per share ($1.00 per one
one-ten thousandth of a share), plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of
such payment, or (B) an aggregate amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 10,000 times the aggregate amount to
be distributed per share of Common Stock to holders thereof; or (ii) the holders
of shares of stock ranking on a parity with the Series B Preferred Stock, except
distributions made ratably on the Series B Preferred Stock and all such parity
stock in proportion to the total amounts to which the holders of all such shares
are entitled. Each Preferred Share has 10,000 votes per share (one vote per one
one-ten thousandth of a share) on all matters submitted to a vote of the
stockholders of the Corporation. In the event of any merger, consolidation or
other transaction in which Common Shares are exchanged, the holder of a
Preferred Share shall be entitled to receive 10,000 times the amount received
per Common Share. The rights of the Preferred Shares as to dividends, voting and
liquidation preferences are protected by antidilution provisions. It is
anticipated that the value of one one-ten thousandth of a Preferred Share should
approximate the value of one Common Share.
(b) Right to Purchase Common Shares of the Company. From and after
the close of business on the tenth business day following the 15% Ownership
Date, each Right (other than a Right that has become void) shall be exercisable
to purchase, at the Exercise Price, Common Shares with a market value equal to
two times the Exercise Price. If the Company does not have sufficient Common
Shares available for all Rights to be exercised, the Company shall substitute
for all or any portion of the Common Shares that would otherwise be issuable
upon the exercise of the Rights, cash, assets or other securities having the
same aggregate value as such Common Shares.
(c) Right to Purchase Common Stock of a Successor Corporation. If,
on or after the 15% Ownership Date, (i) the Company is acquired in a merger or
other business combination in which the Company is not the surviving
corporation, (ii) the Company is the surviving corporation in a merger or other
business combination in which all or part of the outstanding Common Shares are
changed into or exchanged for stock or assets of another person or (iii) 50% or
more of the Company's consolidated assets or earning power are sold (other than
in transactions in the ordinary course of business), then each Right (other than
a Right that has become void) shall thereafter be exercisable to purchase, at
the Exercise Price, shares of common stock of the surviving corporation or
purchaser, respectively (the "Surviving Person"), with an aggregate market value
equal to two times the Exercise Price.
6. ADJUSTMENTS TO PREVENT DILUTION
The Exercise Price, the number of outstanding Rights and the number of
Preferred Shares or Common Shares issuable upon exercise of the Rights are
subject to adjustment from time to time as set forth in the Rights Agreement in
order to prevent dilution. With certain exceptions, no adjustment in the
Exercise Price shall be required until cumulative adjustments require an
adjustment of at least 1%.
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7. CASH PAID INSTEAD OF ISSUING FRACTIONAL SECURITIES
No fractional securities shall be issued upon exercise of a Right (other
than fractions of Preferred Shares that are integral multiples of one one-ten
thousandth of a Preferred Share and that may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, a payment in cash shall
be made based on the market price of such securities on the last trading date
prior to the date of exercise.
8. REDEMPTION
At any time prior to the earlier of (a) the tenth business day following
the 15% Ownership Date or (b) the first event of the type giving rise to
exercise rights under Section 5(c) above, the Board of Directors may, at its
option, direct the Company to redeem the Rights in whole, but not in part, at a
price of $.001 per Right (the "Redemption Price"), and the Company shall so
redeem the Rights. Immediately upon such action by the Board of Directors (the
date of such action being the "Redemption Date"), the only right of the holders
of Rights shall be to receive the Redemption Price.
9. EXCHANGE
At any time during the 180 day period following the 15% Ownership Date,
the Board of Directors of the Company may, at its option, authorize and direct
the exchange of all, but not less than all, of the then outstanding Rights for
Common Shares, one one-ten thousandths of Preferred Shares, debt securities of
the Company, other property or any combination of the foregoing, which, as of
the date of the Board of Directors' action, has a current market price equal to
the difference between the Exercise Price and the current market price of the
shares that would otherwise be issuable upon exercise of a Right on such date
(the "Exchange Ratio"), and the Company shall so exchange the Rights.
Immediately upon such action by the Board of Directors, the right to exercise
Rights shall terminate and the only right of the holders of Rights shall be to
receive the securities so designated by the Board of Directors in accordance
with the Exchange Ratio.
10. NO STOCKHOLDER RIGHTS PRIOR TO EXERCISE
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company (other than rights resulting from such
holder's ownership of Common Shares), including, without limitation, the right
to vote or to receive dividends.
11. AMENDMENT OF RIGHTS AGREEMENT
The Board of Directors may, from time to time, without the approval of any
holder of Rights, direct the Company and the Rights Agent to supplement or amend
any provision of the Rights Agreement in any manner, whether or not the
supplement or amendment is adverse to any holder of Rights, and the Company and
the Rights Agent shall so supplement or amend such provision; provided, however,
that (i) from and after the earliest of (a) the tenth business day following the
15% Ownership Date, (b) the first event of the type giving rise to exercise
rights under Section 5(c) above or (c) the Redemption Date, the Rights Agreement
cannot be supplemented or amended in any manner that would materially and
adversely affect any holder of outstanding Rights other than a 15% Stockholder
or a Surviving Person; and (ii) following the execution date of the Merger
Agreement and prior to the earlier of the effectiveness of the merger provided
for therein (the "Merger") or the termination of the Merger Agreement, the
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Company shall not amend, modify or waive any provision of the Rights Agreement,
or take any action to redeem the Rights or render the Rights inapplicable to any
transaction other than the Merger and the transactions contemplated by the
Voting Agreement entered into in connection with the Merger Agreement unless,
and only to the extent that: (a) the Company is required to do so by order of a
court of competent jurisdiction or (b) the Board of Directors determines in its
good faith judgment, after receipt of advice of counsel, that, in light of a
Superior Proposal (as defined in the Merger Agreement), it is required to so
amend, modify or terminate the Rights Agreement in order to comply with the
Board of Directors' fiduciary obligations to the Company stockholders under
applicable law.
ITEM 2. EXHIBITS.
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EXHIBIT
NUMBER DESCRIPTION
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1. Rights Agreement, dated as of June 12, 2002, between Del Monte
Foods Company and the Bank of New York, as Rights Agent, which
includes as Exhibit A, the Form of Right Certificate, Form of
Assignment and Form off election to Purchase, and as Exhibit B, the
Summary of the Rights.
2. Certificate of Designations of Series B Preferred
Stock.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Company has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: June 13, 2002 DEL MONTE FOODS COMPANY
By: /s/ David L. Meyers
---------------------------------------
Name: David L. Meyers
Title: Executive Vice President,
Administration and Chief
Financial Officer
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Dates Referenced Herein and Documents Incorporated by Reference
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