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Agreement and Plan of Merger
Agreement and Plan of Merger (337K)
Doc #448546: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
DATED AS OF JUNE 12, 2002,
AMONG
H. J. HEINZ COMPANY
SKF FOODS INC.
DEL MONTE CORPORATION
AND
DEL MONTE FOODS COMPANY
TABLE OF CONTENTS
. . .
448546
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 BNY
As referenced in this Agreement and Plan of Merger:
Bank of New York, – of Directors has approved the adoption of the
Rights Agreement, dated and effective as of the date of this Agreement (the "Del
Monte Rights Agreement"), between Del Monte and The Bank of New York, as Rights
Agent, which will automatically terminate on the first anniversary of the date
of this Agreement. The Del Monte Rights Agreement provides that neither Heinz
nor Spinco shall
_____________
dt 1584228
;
Morgan Stanley
As referenced in this Agreement and Plan of Merger:
Morgan Stanley & Co. – shall mean all fees (and expense
reimbursement, if any) payable by Del Monte to professional advisors (including
any transaction advisory fee to be paid to Stockholder and fees payable to
Morgan Stanley & Co. Incorporated, Gibson, Dunn & Crutcher LLP, KPMG LLC and any
other professional service firm hired by Del Monte to provide similar services,
but excluding any Del Monte Financing Fees), whether
_____________
Morgan Stanley & Co. – or event
would be required to cause such payment, acceleration or provision to be
triggered.
5.20 Opinion of Del Monte Financial Advisor. Del Monte has received
an opinion of Morgan Stanley & Co. Incorporated to the effect that as of the
date hereof, the Exchange Ratio is fair, from a financial point of view, to the
holders of Del Monte Common Stock.
_____________
Morgan Stanley & Co. – Board of Directors of Del Monte shall, subject to
Section 6.4(c), (A) include in the Proxy Statement/Prospectus the Del Monte
Board Recommendation and the written opinion of Morgan Stanley & Co.
Incorporated, dated as of the date of this Agreement, to the effect that, as of
the date hereof, the Exchange Ratio is fair, from a financial point of view,
_____________
dt 1471931
;
|
 Gibson Dunn
As referenced in this Agreement and Plan of Merger:
Gibson, Dunn – and expense
reimbursement, if any) payable by Del Monte to professional advisors (including
any transaction advisory fee to be paid to Stockholder and fees payable to
Morgan Stanley & Co. Incorporated, Gibson, Dunn & Crutcher LLP, KPMG LLC and any
other professional service firm hired by Del Monte to provide similar services,
but excluding any Del Monte Financing Fees), whether such liabilities arise
_____________
Gibson Dunn – Heinz certifying the satisfaction by Heinz
and Spinco of the conditions set forth in subsection (a) of this Section 8.3;
(c) Del Monte shall have received an opinion from Gibson Dunn &
Crutcher L.L.P., to the effect that the Merger will constitute a reorganization
for federal income tax purposes within the meaning of Section 368(a) of the
Code.
_____________
Gibson Dunn – P., to the effect that the Merger will constitute a reorganization
for federal income tax purposes within the meaning of Section 368(a) of the
Code. In rendering such opinion, Gibson Dunn & Crutcher L.L.P. may require and
rely upon representations contained in certificates of officers of Spinco,
Merger Sub, Del Monte and others;
(d) Spinco and Heinz shall have
_____________
Gibson Dunn – Del Monte Foods Company
One Market @ The Landmark
San Francisco, California 94105
85
{PAGE}
Attention: Secretary
Facsimile: (415) 247-3263
with a copy (which shall not constitute effective notice) to:
Gibson Dunn & Crutcher LLP
One Montgomery Street
Montgomery Tower, 26th, 31st & 32 Floors
San Francisco, California 94104-4505
Attention: Douglas D. Smith, Esq.
Stephanie Tsacoumis, Esq.
Facsimile: 415-986-5309
10.
_____________
dt 1483605
;
Simpson Thacher
As referenced in this Agreement and Plan of Merger:
Simpson Thacher – abandoned and this Agreement terminated pursuant to Section 9.1, the
closing of the Merger and the other transactions contemplated hereby (the
"Closing") shall take place at the offices of Simpson Thacher & Bartlett, 425
Lexington Avenue, New York, New York 10017, as promptly as practicable after the
last of the conditions set forth in Article 8 is satisfied or waived (except
_____________
Simpson
Thacher – liability) certifying the satisfaction by Del Monte of the conditions set forth
in subsection (a) of this Section 8.2;
(c) Heinz and Spinco shall have received an opinion of Simpson
Thacher & Bartlett, to the effect that (i) the Merger will constitute a
"reorganization" for federal income tax purposes within the meaning of Section
368(a) of the Code and (ii)
_____________
Simpson Thacher – tax purposes within the meaning of Section
368(a) of the Code and (ii) the Debt Security will constitute a security for
federal income tax purposes. In rendering such opinion, Simpson Thacher &
Bartlett may require and rely upon representations contained in certificates of
officers of Spinco, Merger Sub, Del Monte and others;
(d) Del Monte shall have delivered the Del Monte
_____________
Simpson Thacher – to Heinz, to:
H. J. Heinz Company
600 Grant Street
Pittsburgh, Pennsylvania 15219
Attention: General Counsel
Facsimile: (412) 456-6115
with a copy (which shall not constitute effective notice) to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Attention: Robert E. Spatt, Esq.
Caroline B. Gottschalk, Esq.
Facsimile: (212) 455-2502
If to Spinco, to:
SKF Foods Inc.
_____________
Simpson Thacher – 2502
If to Spinco, to:
SKF Foods Inc.
600 Grant Street
Pittsburgh, Pennsylvania 15219
Attention: Secretary
Facsimile: (412) 456-6115
with a copy (which shall not constitute effective notice) to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Attention: Robert E. Spatt, Esq.
Caroline B. Gottschalk, Esq.
Facsimile: (212) 455-2502
If to Del Monte or Merger Sub,
_____________
dt 1529274
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Subscribers | 2007 |
H. J. Heinz Company
H. J. Heinz Company (83K)
Doc #3001749: Click preview link for longer preview.
ARTICLES OF AMENDMENT
of
H. J. HEINZ COMPANY,
a Pennsylvania corporation.
In compliance with the requirements of 15 Pa. C.S. ? 1915 (relating to articles of amendment), the undersigned business corporation, H. J. HEINZ COMPANY, desiring to amend its Articles, hereby certifies under its corporate seal that:
1.
The name of the corporation is H. J. HEINZ COMPANY (the ?Corporation?), and its current registered office in the Commonwealth of Pennsylvania is located in Allegheny County at 600 Grant Street, Pittsburgh, Pennsylvania 15219. . . .
3001749
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H. J. Heinz Company
H. J. Heinz Company (84K)
Doc #3001752: Click preview link for longer preview.
ARTICLES OF AMENDMENT
of
H. J. HEINZ COMPANY,
a Pennsylvania corporation.
In compliance with the requirements of 15 Pa. C.S. ? 1915 (relating to articles of amendment), the undersigned business corporation, H. J. HEINZ COMPANY, desiring to amend its Articles, hereby certifies under its corporate seal that:
1.
The name of the corporation is H. J. HEINZ COMPANY (the ?Corporation?), and its current registered office in the Commonwealth of Pennsylvania is located at 600 Grant Street, Pittsburgh, Pennsylvania 15219.
2.
The . . .
3001752
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Bylaws
Bylaws (45K)
Doc #448503: Click preview link for longer preview.
BY-LAWS
OF
H. J. HEINZ COMPANY
(INCORPORATED UNDER THE LAWS OF PENNSYLVANIA)
[HEINZ LOGO]
Approved by the Board of Directors: June 10, 1970
Adopted by the Shareholders: September 9, 1970
Amended by the Board of Directors: June 13, 1973, November 9, 1977,
June 13, 1979, July 11, 1979,
September 9, 1987, July 6, . . .
448503
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Bylaws
Bylaws (35K)
Doc #448559: Click preview link for longer preview.
H.J. HEINZ FINANCE COMPANY
BY-LAWS
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office shall be in the City
of Wilmington, County of New Castle, State of Delaware.
Section 2. Other Offices. The corporation may also have offices at such
other places both within and without the State of Delaware as the board of
directors may from time to time determine or the business of the corporation
may require.
. . .
448559
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Deferred Compensation Plan for Non-Employee Directors
Deferred Compensation Plan for Non-Employee Directors (13K)
Doc #448339: Click preview link for longer preview.
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
-----------------------------------------------------
OF H. J. HEINZ COMPANY
----------------------
(as amended and restated effective January 1, 2004)
SECTION 1. EFFECTIVE DATE. The original effective date of the Plan is July 1,
1982. The Plan was amended and restated effective July 1, 2000. Effective
January 1, 2004, the Plan is again amended and restated as described herein.
SECTION 2. ELIGIBILITY. Any Director of H. J. Heinz . . .
448339
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Certificate of Incorporation
Certificate of Incorporation (65K)
Doc #448558: Click preview link for longer preview.
CERTIFICATE OF INCORPORATION
of
ORE-IDA FOODS JAPAN, INC.
1. The name of the corporation is Ore-Ida Foods Japan, Inc.
2. The address of its registered office in the State of Delaware is No.
100 West Tenth Street, City of Wilmington, County of New Castle. The name of
its registered agent at such address is The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is
to grow, process, freeze, market, buy, sell store and generally . . .
448558
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Subscribers | 2002 |
Employee Benefits Agreement
Employee Benefits Agreement (100K)
Doc #448549: Click preview link for longer preview.
EMPLOYEE BENEFITS AGREEMENT
DATED AS OF JUNE 12, 2002
BETWEEN
H.J. HEINZ COMPANY
AND
SKF FOODS INC.
2
EMPLOYEE BENEFITS AGREEMENT, dated as of June 12, 2002,
between H.J. HEINZ COMPANY, a Pennsylvania corporation ("Heinz"), and SKF FOODS
INC., a Delaware corporation ( . . .
448549
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Subscribers | 2002 |
Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement (106K)
Doc #448561: Click preview link for longer preview.
H. J. Heinz Finance Company
6.625% Guaranteed Notes due July 15, 2011
unconditionally and irrevocably by
H. J. Heinz Company
---------
Exchange and Registration Rights Agreement
June 27, 2001
Goldman, Sachs & Co.,
J.P. Morgan Securities Inc.
As representatives of the several Purchasers
named in Schedule I to the Purchase Agreement
c/o Goldman, Sachs . . .
448561
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HSBC Securities
As referenced in this Exchange and Registration Rights Agreement:
HSBC Securities (USA) Inc – Leonard A. Cullo, Jr.
..................................
Name: Leonard A. Cullo, Jr.
Title: Treasurer
Accepted as of the date hereof:
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Banc of America Securities LLC
HSBC Securities (USA) Inc .
Banc One Capital Markets, Inc.
BNP Paribas Securities Corp.
Mellon Financial Markets, LLC
PNC Capital Markets, Inc.
UBS Warburg LLC
By: /s/ Goldman, Sachs & Co.
.........................................
Goldman, Sachs & Co.
On
_____________
dt 1327861
;
UBS Warburg
As referenced in this Exchange and Registration Rights Agreement:
UBS Warburg LLC – P. Morgan Securities Inc.
Banc of America Securities LLC
HSBC Securities (USA) Inc.
Banc One Capital Markets, Inc.
BNP Paribas Securities Corp.
Mellon Financial Markets, LLC
PNC Capital Markets, Inc.
UBS Warburg LLC
By: /s/ Goldman, Sachs & Co.
.........................................
Goldman, Sachs & Co.
On behalf of each of the Purchasers
22
{PAGE}
Exhibit A
H. J. Heinz Finance Company
INSTRUCTION TO DTC PARTICIPANTS
(Date
_____________
dt 1538348
;
|
BofA Securities
As referenced in this Exchange and Registration Rights Agreement:
Banc of America Securities LLC – J. Heinz Company
By: /s/ Leonard A. Cullo, Jr.
..................................
Name: Leonard A. Cullo, Jr.
Title: Treasurer
Accepted as of the date hereof:
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Banc of America Securities LLC
HSBC Securities (USA) Inc.
Banc One Capital Markets, Inc.
BNP Paribas Securities Corp.
Mellon Financial Markets, LLC
PNC Capital Markets, Inc.
UBS Warburg LLC
By: /s/ Goldman, Sachs & Co.
.........................................
_____________
dt 1355384
;
Banc One Capital
As referenced in this Exchange and Registration Rights Agreement:
Banc One Capital Markets, Inc – Name: Leonard A. Cullo, Jr.
Title: Treasurer
Accepted as of the date hereof:
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Banc of America Securities LLC
HSBC Securities (USA) Inc.
Banc One Capital Markets, Inc .
BNP Paribas Securities Corp.
Mellon Financial Markets, LLC
PNC Capital Markets, Inc.
UBS Warburg LLC
By: /s/ Goldman, Sachs & Co.
.........................................
Goldman, Sachs & Co.
On behalf of each of the
_____________
dt 1394789
;
More... |
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Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement (110K)
Doc #448562: Click preview link for longer preview.
H. J. Heinz Finance Company
6.00% Guaranteed Notes due March 15, 2012
unconditionally and irrevocably guaranteed by
H. J. Heinz Company
------------
Exchange and Registration Rights Agreement
------------------------------------------
February 28, 2002
J.P. Morgan Securities Inc.,
As representative of the several Purchasers
named in Schedule I . . .
448562
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Bank One
As referenced in this Exchange and Registration Rights Agreement:
Bank One, Na – in each case for so long as such person owns
any Registrable Securities.
"Indenture" shall mean the Indenture, dated as of July 6, 2001,
between the Company, the Guarantor, and Bank One, Na tional Association, as
Trustee, as the same shall be amended from time to time.
"Notice and Questionnaire" means a Notice of Registration Statement
and Selling Securityholder Questionnaire substantially in the
_____________
Bank One, Na – AND QUESTIONNAIRE FOR RECEIPT
ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:
-------------------------
-------------------------
-------------------------
-------------------------
-------------------------
A-7
{PAGE}
Execution Copy
Exhibit B
NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT
Bank One, Na tional Association
H. J. Heinz Finance Company
c/o Bank One, National Association
1111 Polaris Parkway
Suite 1K - Mail Code OH1-0181
Columbus, OH 43240
Attention: Trust Officer
Re: H.
_____________
Bank One, Na – THE COMPANY'S COUNSEL AT:
-------------------------
-------------------------
-------------------------
-------------------------
-------------------------
A-7
{PAGE}
Execution Copy
Exhibit B
NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT
Bank One, National Association
H. J. Heinz Finance Company
c/o Bank One, Na tional Association
1111 Polaris Parkway
Suite 1K - Mail Code OH1-0181
Columbus, OH 43240
Attention: Trust Officer
Re: H. J. Heinz Finance Company (the "Company")
6.00% Guaranteed Notes due
_____________
dt 1374986
;
|
J.P. Morgan
As referenced in this Exchange and Registration Rights Agreement:
J.P. Morgan Securities Inc – H. J. Heinz Finance Company
6.00% Guaranteed Notes due March 15, 2012
unconditionally and irrevocably guaranteed by
H. J. Heinz Company
------------
Exchange and Registration Rights Agreement
------------------------------------------
February 28, 2002
J.P. Morgan Securities Inc .,
As representative of the several Purchasers
named in Schedule I to the Purchase Agreement,
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
H. J. Heinz Finance
_____________
J.P. Morgan Securities Inc – mean a corporation, association, partnership,
organization, business, individual, government or political subdivision
thereof or governmental agency.
"Purchase Agreement" shall mean the Purchase Agreement, dated as
of February 28, 2002 between J.P. Morgan Securities Inc ., as representative
of the several Purchasers named in Schedule I thereto, the Company and the
Guarantor relating to the Securities.
"Purchasers" shall mean the several Purchasers named in Schedule
_____________
J.P. Morgan Securities Inc – Leonard A. Cullo, Jr.
..................................
Leonard A. Cullo, Jr.
President
H. J. Heinz Company
By: /s/ Leonard A. Cullo, Jr.
..................................
Leonard A. Cullo, Jr.
Treasurer
Accepted as of the date hereof:
J.P. Morgan Securities Inc .
On behalf of each of the several Purchasers
By: /s/ Maria Sramek
.................................................
Maria Sramek
Vice President
22
{PAGE}
Exhibit A
H. J. Heinz Finance Company
INSTRUCTION TO DTC PARTICIPANTS
-------------------------------
(
_____________
dt 1492474
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Exchange and Registration Rights Agreement
Exchange and Registration Rights Agreement (109K)
Doc #448563: Click preview link for longer preview.
H. J. Heinz Finance Company
6.75% Guaranteed Notes due March 15, 2032
unconditionally and irrevocably guaranteed by
H. J. Heinz Company
------------
Exchange and Registration Rights Agreement
------------------------------------------
February 28, 2002
J.P. Morgan Securities Inc.,
As representative of the several Purchasers
named in Schedule I . . .
448563
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Bank One
As referenced in this Exchange and Registration Rights Agreement:
Bank One, Na – in each case for so long as such person owns
any Registrable Securities.
"Indenture" shall mean the Indenture, dated as of July 6, 2001,
between the Company, the Guarantor, and Bank One, Na tional Association, as
Trustee, as the same shall be amended from time to time.
"Notice and Questionnaire" means a Notice of Registration Statement
and Selling Securityholder Questionnaire substantially in the
_____________
Bank One, Na – AND QUESTIONNAIRE FOR RECEIPT
ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:
-------------------------
-------------------------
-------------------------
-------------------------
-------------------------
A-7
{PAGE}
Execution Copy
Exhibit B
NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT
Bank One, Na tional Association
H. J. Heinz Finance Company
c/o Bank One, National Association
1111 Polaris Parkway
Suite 1K - Mail Code OH1-0181
Columbus, OH 43240
Attention: Trust Officer
Re: H.
_____________
Bank One, Na – THE COMPANY'S COUNSEL AT:
-------------------------
-------------------------
-------------------------
-------------------------
-------------------------
A-7
{PAGE}
Execution Copy
Exhibit B
NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT
Bank One, National Association
H. J. Heinz Finance Company
c/o Bank One, Na tional Association
1111 Polaris Parkway
Suite 1K - Mail Code OH1-0181
Columbus, OH 43240
Attention: Trust Officer
Re: H. J. Heinz Finance Company (the "Company")
6.75% Guaranteed Notes due
_____________
dt 1374987
;
|
J.P. Morgan
As referenced in this Exchange and Registration Rights Agreement:
J.P. Morgan Securities Inc – H. J. Heinz Finance Company
6.75% Guaranteed Notes due March 15, 2032
unconditionally and irrevocably guaranteed by
H. J. Heinz Company
------------
Exchange and Registration Rights Agreement
------------------------------------------
February 28, 2002
J.P. Morgan Securities Inc .,
As representative of the several Purchasers
named in Schedule I to the Purchase Agreement,
270 Park Avenue
New York, New York 10017
Ladies and Gentlemen:
H. J. Heinz Finance
_____________
J.P. Morgan Securities Inc – mean a corporation, association, partnership,
organization, business, individual, government or political subdivision
thereof or governmental agency.
"Purchase Agreement" shall mean the Purchase Agreement, dated as of
February 28, 2002 between J.P. Morgan Securities Inc ., as representative
of the several Purchasers named in Schedule I thereto, the Company and the
Guarantor relating to the Securities.
"Purchasers" shall mean the several Purchasers named in Schedule
_____________
J.P. Morgan Securities Inc – Leonard A. Cullo, Jr.
..................................
Leonard A. Cullo, Jr.
President
H. J. Heinz Company
By: /s/ Leonard A. Cullo, Jr.
..................................
Leonard A. Cullo, Jr.
Treasurer
Accepted as of the date hereof:
J.P. Morgan Securities Inc .
On behalf of each of the several Purchasers
By: /s/ Maria Sramek
.................................................
Maria Sramek
Vice President
22
{PAGE}
Exhibit A
H. J. Heinz Finance Company
INSTRUCTION TO DTC PARTICIPANTS
(
_____________
dt 1492475
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Exchange Agent Agreement
Exchange Agent Agreement (31K)
Doc #448574: Click preview link for longer preview.
o, 2002
EXCHANGE AGENT AGREEMENT
Bank One Trust Company, N.A.
One North State Street
Ninth Floor
Chicago, Illinois 60602
Attention: Exchanges
Ladies and Gentlemen:
H. J. Heinz Finance Company, a Delaware corporation (the "Company"),
proposes to make an offer (the "Exchange Offer") to exchange up to $o,000,000
principal amount of its o% guaranteed notes due 20__, (the "New Notes") for a
like principal amount of its outstanding o% guaranteed . . .
448574
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Davis Polk
As referenced in this Exchange Agent Agreement:
Davis Polk & Wardwell
– to:
H.J. Heinz Finance Company
600 Grant Street
Pittsburgh, Pennsylvania, 15219
Telephone: (412) 456-5700
Telecopy: (412) 456-6102
Attention: Loretta Lobes
with a copy to:
Sarah Beshar, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Telecopy (212) 450-4800
If to the Exchange Agent, to:
Bank One Trust Company, N.A.
One North State Street
Ninth Floor
_____________
dt 1440001
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Executive Deferred Compensation Plan
Executive Deferred Compensation Plan (44K)
Doc #448525: Click preview link for longer preview.
H. J. HEINZ COMPANY
EXECUTIVE DEFERRED COMPENSATION PLAN
(AS AMENDED AND RESTATED ON DECEMBER 27, 2001)
CONTENTS
---------------------------------------------------------------------------
PAGE
ARTICLE 1 EFFECTIVE DATE AND PURPOSE 1
ARTICLE 2 ADMINISTRATION 1
ARTICLE 3 ELIGIBILITY AND PARTICIPATION 2
ARTICLE 4 ELECTIVE DEFERRALS . . .
448525
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Executive Deferred Compensation Plan
Executive Deferred Compensation Plan (41K)
Doc #448624: Click preview link for longer preview.
CONTENTS
------------------------------------------------------------------
PAGE
ARTICLE 1 EFFECTIVE DATE AND PURPOSE 1
ARTICLE 2 ADMINISTRATION 1
ARTICLE 3 ELIGIBILITY AND PARTICIPATION 2
ARTICLE 4 ELECTIVE DEFERRALS 2
ARTICLE 5 NONELECTIVE DEFERRALS 6
ARTICLE 6 DEFERRED COMPENSATION ACCOUNTS 8
ARTICLE 7 RIGHTS OF . . .
448624
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Executive Deferred Compensation Plan
Executive Deferred Compensation Plan (35K)
Doc #448662: Click preview link for longer preview.
CONTENTS
--------------------------------------------------------------------------------
PAGE
ARTICLE 1 EFFECTIVE DATE AND PURPOSE 1
ARTICLE 2 ADMINISTRATION 1
ARTICLE 3 ELIGIBILITY AND PARTICIPATION 2
ARTICLE 4 ELECTIVE DEFERRALS 3
ARTICLE 5 NONELECTIVE DEFERRALS 6
ARTICLE 6 . . .
448662
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Executive Estate Life Insurance Program
Executive Estate Life Insurance Program (19K)
Doc #448526: Click preview link for longer preview.
H. J. HEINZ COMPANY
EXECUTIVE ESTATE LIFE INSURANCE PROGRAM
1. PURPOSE
The purpose of the H. J. Heinz Company Executive Estate Life Insurance
Program ("EELIP") is to provide Eligible Executives of H. J. Heinz
Company (the "Company") the opportunity to forego existing deferred
compensation balances under the H. J. Heinz Company Executive Deferred
Compensation Plan (the "Deferred Compensation Plan") in exchange for
the Company's funding of the purchase of a life insurance policy by the
Eligible Executive's family trust.
2. DEFINITIONS
For purposes of the EELIP, the following terms have the meanings set
forth below:
2.01 AGREEMENT TO FOREGO COMPENSATION means the form used by a
Participant to make an election to forego Compensation
pursuant to Section 3.02 of the EELIP and to participate in
the EELIP.
2.02 BOARD OF DIRECTORS means the Board of Directors of the
Company.
2.03 CHANGE OF CONTROL means a change of control of the Company, as
such term is defined in Section 1(b) of the H. J. Heinz
Company 2000 Stock Option Plan, as amended from time to time.
2.04 COMMITTEE means the Management Development & Compensation
Committee of the Board of Directors of H. J. Heinz Company.
2.05 COMPANY means H. J. Heinz Company and any of its subsidiaries
and affiliates.
2.06 COMPENSATION means amounts a Participant agrees to forego to
participate in the EELIP pursuant to Section 3, and shall
include existing deferred compensation balances under the H.
J. Heinz Company Executive Deferred Compensation Plan.
2.07 EELIP ADMINISTRATOR means the Committee, or its designee.
-1-
{PAGE}
2.08 EFFECTIVE DATE means December 27, 2001.
2.09 ELIGIBLE EXECUTIVE means any executive of the Company
designated in writing by the Committee to be an Eligible
Executive, and therefore eligible to participate in the EELIP.
2.10 INSURER means, with respect to a Participant's Policy, the
insurance company issuing the Policy on the Participant's life
(or on the lives of the Participant and the Participant's
spouse, in the case of a Survivorship Policy) pursuant to the
provisions of the Promissory Note and the EELIP.
2.11 PARTICIPANT means an Eligible Executive who elects to
participate in the EELIP.
2.12 POLICY means the life insurance coverage acquired on the life
of the Participant (or on the lives of the Participant and the
Participant's spouse, in the case of a Survivorship Policy)
pursuant to the EELIP.
2.13 PROMISSORY NOTE means the document executed by the Company and
the Participant's trust as provided in Section 4.
2.14 SURVIVORSHIP POLICY means a Policy insuring the lives of the
Participant and a Participant's spouse, with the death benefit
payable at the death of the last survivor of the Participant
and his or her spouse.
3. PARTICIPATION
3.01 ELIGIBILITY. Any Eligible Executive shall be eligible to
participate in the EELIP. An Eligible Executive shall become a
Participant by completing such forms, documents and procedures
as specified by the EELIP Administrator. The Participant (and,
in the case of a Survivorship Policy, the Participant's
spouse) shall cooperate with the Insurer by furnishing any and
all information requested by the Insurer in order to
facilitate the issuance of the Policy, including furnishing
such medical information and taking such physical examinations
as the Insurer may deem necessary. In the absence of such
cooperation, the Company shall have no further obligation to
the Participant to allow him or her to participate in the
EELIP.
3.02 ELECTION TO FOREGO COMPENSATION. As a condition of
participating in the EELIP, each Participant shall be required
to make an election in which
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Indenture
Indenture (301K)
Doc #448524: Click preview link for longer preview.
CONFORMED COPY
H.J. HEINZ FINANCE COMPANY,
As Issuer
AND
H.J. HEINZ COMPANY,
As Guarantor
TO
BANK ONE, NATIONAL ASSOCIATION,
As Trustee
. . .
448524
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BNY
As referenced in this Indenture:
Bank of New York – its principal amount) as of the third business day preceding the
redemption date, as set forth in the daily statistical release (or any successor
release) published by the Federal Reserve Bank of New York and designated
"Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii) if the
release (or any successor release) is not published or does not contain such
_____________
dt 1584227
;
|
Bank One
As referenced in this Indenture:
BANK ONE, NA – C
{SEQUENCE}3
{FILENAME}j9491701exv4wc.txt
{DESCRIPTION}INDENTURE
{TEXT}
{PAGE}
Exhibit 4(c)
CONFORMED COPY
H.J. HEINZ FINANCE COMPANY,
As Issuer
AND
H.J. HEINZ COMPANY,
As Guarantor
TO
BANK ONE, NA TIONAL ASSOCIATION,
As Trustee
--------------
INDENTURE
Dated as of July 6, 2001
--------------
{PAGE}
CONFORMED COPY
TABLE OF CONTENTS
-----------------
{TABLE}
{CAPTION}
PAGE
{S} {C}
PARTIES.................................................................................... 1
RECITALS OF THE COMPANY.................................................................... 1
ARTICLE
_____________
Bank One, Na – State of Delaware (herein
called the "Company"), H. J. Heinz Company, a corporation duly organized and
existing under the laws of the Commonwealth of Pennsylvania (herein called the
"Guarantor"), and Bank One, Na tional Association, a national banking association
duly organized and existing under the laws of the United States, as Trustee
(herein called the "Trustee").
RECITALS OF THE COMPANY
The Company has
_____________
Bank One, Na – dollars ($ ) on
___________________________ at the office or agency of the Company maintained
for this purpose in the City of Chicago, Illinois, which shall initially be the
corporate trust office of Bank One, Na tional Association, the Trustee under the
Indenture hereinafter referred to, in such coin or currency of the United States
of America as at the time of payment shall be legal
_____________
Bank One, Na – dated as of July 6, 2001 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), by and among the Company, the Guarantor and Bank One, Na tional
Association, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), and reference is hereby made to the
Indenture for a statement of the
_____________
BANK ONE, NA – Trustee's certificates of authentication shall be in substantially
the following form:
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
BANK ONE, NA TIONAL ASSOCIATION,
As Trustee
By
-------------------------
Authorized Officer
SECTION 206. Form of Guarantee
GUARANTEE OF H. J. HEINZ COMPANY
For value received, H. J. HEINZ COMPANY, a corporation duly organized
under
_____________
dt 1374980
;
Cede
As referenced in this Indenture:
Cede & Co. – H. J. Heinz Finance Company, a Delaware corporation (the "Company"),
which term includes any successor corporation under the Indenture hereinafter
referred to, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of dollars ($ ) on
___________________________ at the office or agency of the Company maintained
for this purpose in the City of Chicago, Illinois, which
_____________
CEDE & CO. – TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
_____________
CEDE & CO. – CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY
_____________
CEDE & CO. – BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO. , HAS AN INTEREST HEREIN.]
SECTION 205. Form of Trustee's Certificate of Authentication.
The Trustee's certificates of authentication shall be in substantially
the following form:
This is one
_____________
dt 1629298
|
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Subscribers | 2002 |
Indenture
Indenture (293K)
Doc #448560: Click preview link for longer preview.
H.J. HEINZ FINANCE COMPANY,
As Issuer
AND
H.J. HEINZ COMPANY,
As Guarantor
TO
BANK ONE, NATIONAL ASSOCIATION,
As Trustee
--------------
Indenture
Dated . . .
448560
|
BNY
As referenced in this Indenture:
Bank of New York – its principal amount) as of the third business day preceding the
redemption date, as set forth in the daily statistical release (or any
successor release) published by the Federal Reserve Bank of New York and
designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or
(ii) if the release (or any successor release) is not published or does not
contain such
_____________
dt 1584229
;
|
Bank One
As referenced in this Indenture:
BANK ONE, NA – {DOCUMENT}
{TYPE}EX-4.1
{SEQUENCE}8
{FILENAME}mar2202_ex0401.txt
{TEXT}
EXHIBIT 4.1
H.J. HEINZ FINANCE COMPANY,
As Issuer
AND
H.J. HEINZ COMPANY,
As Guarantor
TO
BANK ONE, NA TIONAL ASSOCIATION,
As Trustee
--------------
Indenture
Dated as of July 6, 2001
--------------
{PAGE}
TABLE OF CONTENTS
PAGE
----
PARTIES..................................................................... 1
RECITALS OF THE COMPANY..................................................... 1
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF
_____________
Bank One, Na – State of Delaware (herein
called the "Company"), H. J. Heinz Company, a corporation duly organized and
existing under the laws of the Commonwealth of Pennsylvania (herein called the
"Guarantor"), and Bank One, Na tional Association, a national banking
association duly organized and existing under the laws of the United States, as
Trustee (herein called the "Trustee").
Recitals of the Company
The Company has
_____________
Bank One, Na – dollars ($ ) on ______________________
at the office or agency of the Company maintained for this purpose in the City
of Chicago, Illinois, which shall initially be the corporate trust office of
Bank One, Na tional Association, the Trustee under the Indenture hereinafter
referred to, in such coin or currency of the United States of America as at the
time of payment shall be legal
_____________
Bank One, Na – dated as of July 6, 2001 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), by and among the Company, the Guarantor and Bank One, Na tional
Association, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), and reference is hereby made to the
Indenture for a statement of the
_____________
BANK ONE, NA – Trustee's certificates of authentication shall be in substantially
the following form:
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
BANK ONE, NA TIONAL ASSOCIATION,
As Trustee
By.............................
Authorized Officer
SECTION 206. Form of Guarantee
GUARANTEE OF H. J. HEINZ COMPANY
For value received, H. J. HEINZ COMPANY, a corporation duly organized
under
_____________
dt 1374984
;
Cede
As referenced in this Indenture:
Cede & Co. – H. J. Heinz Finance Company, a Delaware corporation (the "Company"),
which term includes any successor corporation under the Indenture hereinafter
referred to, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of dollars ($ ) on ______________________
at the office or agency of the Company maintained for this purpose in the City
of Chicago, Illinois, which
_____________
CEDE & CO. – TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
_____________
CEDE & CO. – CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY
_____________
CEDE & CO. – BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO. , HAS AN INTEREST HEREIN.]
SECTION 205. Form of Trustee's Certificate of Authentication.
The Trustee's certificates of authentication shall be in substantially
the following form:
This is one
_____________
dt 1629299
|
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Subscribers | 2002 |
Liquidity Agreement
Liquidity Agreement (31K)
Doc #448565: Click preview link for longer preview.
[CONFORMED COPY]
LIQUIDITY AGREEMENT
THIS LIQUIDITY AGREEMENT (this "Agreement"), dated as of June 26,
2001, by and between H. J. HEINZ COMPANY (the "Lender"), a Pennsylvania
corporation, and H. J. HEINZ FINANCE COMPANY (the "Borrower"), a Delaware
corporation, provides:
WITNESSETH:
WHEREAS, the Borrower may want to borrow funds in U.S. dollars from
time to time to meet its obligations and the Lender . . .
448565
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