| Preview
Subscribers | 2003 |
Annual Report to Shareholders
Annual Report to Shareholders (440K)
Doc #1919732: Click preview link for longer preview.
ADVANTUS EQUITY FUNDS
[ADVANTUS(TM) CAPITAL MANAGEMENT LOGO]
ANNUAL REPORT TO SHAREHOLDERS
DATED JULY 31, 2003
ADVANTUS CORNERSTONE FUND, INC.
A LARGE COMPANY VALUE FUND
ADVANTUS ENTERPRISE FUND, INC.
A SMALL COMPANY GROWTH FUND
ADVANTUS HORIZON FUND, INC.
A LARGE COMPANY GROWTH FUND
ADVANTUS INDEX 500 FUND, INC.
A LARGE COMPANY INDEX FUND
ADVANTUS REAL ESTATE SECURITIES FUND, INC.
A REAL ESTATE - RELATED SECURITIES FUND
ADVANTUS VENTURE FUND, INC.
A SMALL COMPANY VALUE FUND
CUT DOWN PAPERWORK, NOT TREES
ADVANTUS NOW OFFERS E-DELIVERY OF PROSPECTUSES, . . .
1919732
|
Hain Celestial
As referenced in this Annual Report to Shareholders:
Hain Celestial Group, Inc – 1,036,764
------------
Entertainment (.9%)
18,100 Movie Gallery, Inc. (b) 362,000
------------
Food (.9%)
9,300 Performance Food Group Company (b) 351,354
------------
Food &Health (1.0%)
23,100 Hain Celestial Group, Inc . (b) 378,840
------------
Restaurants (.9%)
16,400 Jack in the Box, Inc. (b) 349,320
------------
Service (1.0%)
66 Corrections Corporation of America (b) 1,628
7,100 Education
_____________
dt 1515367
;
AMD
As referenced in this Annual Report to Shareholders:
Advanced Micro Devices, Inc. – 925
---------------
34,841
---------------
{/TABLE}
See accompanying notes to investments in securities.
60
{PAGE}
{TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ ---------------
{S} {C}
TECHNOLOGY--CONTINUED
Electronic Components-Semiconductor (3.5%)
1,184 Advanced Micro Devices, Inc. (b) $ 8,643
1,343 Altera Corporation (b) 25,839
1,352 Analog Devices, Inc. (b) 51,308
6,009 Applied Materials, Inc. (b) 117,176
1,034 Applied
_____________
dt 1469448
;
AMD
As referenced in this Annual Report to Shareholders:
Advanced Micro Devices, Inc. – 925
---------------
34,841
---------------
{/TABLE}
See accompanying notes to investments in securities.
60
{PAGE}
{TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ ---------------
{S} {C}
TECHNOLOGY--CONTINUED
Electronic Components-Semiconductor (3.5%)
1,184 Advanced Micro Devices, Inc. (b) $ 8,643
1,343 Altera Corporation (b) 25,839
1,352 Analog Devices, Inc. (b) 51,308
6,009 Applied Materials, Inc. (b) 117,176
1,034 Applied
_____________
dt 1465702
;
|
Aeropostale
As referenced in this Annual Report to Shareholders:
Aeropostale, Inc. – 400 BorgWarner, Inc. 494,098
------------
Distribution Durables (.9%)
17,100 MSC Industrial Direct Company 344,565
------------
Publishing (.8%)
10,100 Scholastic Corporation (b) 294,617
------------
Retail (9.9%)
15,000 Aeropostale, Inc. (b) 392,250
21,700 American Eagle Outfitters (b) 480,872
15,700 AnnTaylor Stores Corporation (b) 443,525
{/TABLE}
See accompanying notes to investments in securities.
39
{PAGE}
{
_____________
dt 1440248
;
Aeropostale
As referenced in this Annual Report to Shareholders:
Aeropostale, Inc. – 400 BorgWarner, Inc. 494,098
------------
Distribution Durables (.9%)
17,100 MSC Industrial Direct Company 344,565
------------
Publishing (.8%)
10,100 Scholastic Corporation (b) 294,617
------------
Retail (9.9%)
15,000 Aeropostale, Inc. (b) 392,250
21,700 American Eagle Outfitters (b) 480,872
15,700 AnnTaylor Stores Corporation (b) 443,525
{/TABLE}
See accompanying notes to investments in securities.
39
{PAGE}
{
_____________
dt 1440253
;
More... |
| Preview
Subscribers | 2003 |
Annual Report to Shareholders
Annual Report to Shareholders (449K)
Doc #1919815: Click preview link for longer preview.
ADVANTUS EQUITY FUNDS [LOGO]
ANNUAL REPORT TO SHAREHOLDERS
DATED JULY 31, 2002
ADVANTUS CORNERSTONE FUND, INC.
A LARGE COMPANY VALUE FUND
ADVANTUS ENTERPRISE FUND, INC.
A SMALL COMPANY GROWTH FUND
ADVANTUS HORIZON FUND, INC.
A LARGE COMPANY GROWTH FUND
ADVANTUS INDEX 500 FUND, INC.
A LARGE COMPANY INDEX FUND
ADVANTUS REAL ESTATE SECURITIES FUND, INC.
A REAL ESTATE - RELATED SECURITIES FUND
ADVANTUS VENTURE FUND, INC.
A SMALL COMPANY VALUE FUND
CUT DOWN PAPERWORK, NOT TREES
Advantus now offers e-delivery of prospectuses, annual and semi-annual reports.
To find out more, call Advantus Shareholder Services at (800) 665-6005.
ADVANTUS EQUITY FUNDS
TABLE OF CONTENTS
PERFORMANCE UPDATES
Cornerstone Fund 3
Enterprise Fund 7
Horizon Fund 12
Index 500 Fund 18
Real Estate Securities Fund 22
Venture Fund 27
INVESTMENTS IN SECURITIES
Cornerstone Fund 31
Enterprise Fund 37
Horizon Fund 42
Index 500 Fund 48
Real Estate Securities Fund 65
Venture Fund 68
FINANCIAL STATEMENTS
Statements of Assets and Liabilities 76
Statements of Operations 80
Statements of Changes in Net Assets 84
Notes to Financial Statements 90
INDEPENDENT AUDITORS' REPORT 117
FEDERAL INCOME TAX INFORMATION 118
DIRECTORS AND EXECUTIVE OFFICERS 120
SHAREHOLDER SERVICES 122
LETTER FROM THE PRESIDENT
[PHOTO OF DIANNE ORBISON]
Dear Shareholders:
It's been a very eventful year in the economy and the markets. We've seen a
major rally in the bond market, and a major sell off in stocks. Negative events,
questionable earnings reports, and unscrupulous corporate leadership is a lot of
weight for the stock market to carry. Investors are still not confident that the
market can bear the load, which contributed to the stock sell off during the
first half of the year.
A flight to quality is still underway, and this is not unusual when political,
social, and economic events hold uncertainty. In the period ended July 31, 2002,
strong fixed income performance (Lehman Aggregate Bond Index* at 7.84%) and very
weak equity performance (S&P 500 Index** at -23.63) was recorded. The difference
in returns between stocks and bonds, as measured by these two benchmark indices,
was near record levels.
We believe the capital markets will continue to be volatile and suggest that
investors adjust their expectations for a time-specific market recovery. Current
market conditions didn't happen overnight, and it has taken longer than expected
for a sustainable recovery to surface. Although most segments of the stock
market were down at the end of our reporting period, we believe valuations are
fair and better than they have been in six months.
The economy is growing, albeit slowly. We expect that U.S. growth, as measured
by GDP, will be a respectable 2.5 percent in 2002. Monetary policy is still
easy, and we expect no changes from the Federal Reserve in the near term.
Inflation is running less than two percent annually with little, if any,
increase expected.
Also, the underlying strength of the U.S. economy remains solid. The weakness of
the dollar, however, may benefit investors considering a greater allocation to
international investments. Consider having a periodic conversation with your
financial advisor about your goals, risk tolerance, and allocation strategy.
You will notice that all Advantus equity funds are included in this report. The
remaining Advantus Funds (fixed income and balanced) will be published in an
annual report to be dated September 30, 2002. We have combined the reports for
the funds into two mailings to achieve economies of scale in report preparation
and mailing. We are also moving forward with plans to combine Advantus Funds
prospectuses in the same way and for the same reasons.
This is my first letter to you as President of the Advantus Funds. Bill
Westhoff, former President and investment management veteran, retired in late
July, 2002 after 31 years of service to shareholders. I look forward to
communicating with
1
you on a regular basis and bringing you news of the economy, markets,
and Advantus.
Sincerely,
/s/ Dianne Orbison
Dianne Orbison
President, Advantus Funds
*The LEHMAN BROTHERS AGGREGATE BOND INDEX is a market-weighted index that covers
the U.S. investment grade fixed rate bond market. The index includes government
and corporate securities, agency mortgage pass-through securities and asset
backed securities.
1919815
|
Hain Celestial
As referenced in this Annual Report to Shareholders:
Hain Celestial Group, Inc – 1,773,972
-------------
Food (2.4%)
17,400 Pathmark Stores, Inc. (b) 286,056
14,000 Performance Food Group Company (b) 462,280
-------------
748,336
-------------
Food & Health (.7%)
15,400 Hain Celestial Group, Inc . (b) 229,306
-------------
Retail (1.3%)
32,200 CKE Restaurants, Inc. (b) 206,724
14,200 Duane Reade, Inc. (b) 210,160
-------------
416,884
-------------
Service (1.8%)
13,800
_____________
dt 1515368
;
Adaptec
As referenced in this Annual Report to Shareholders:
Adaptec, Inc – Renal Care Group, Inc. (b) 405,000
-------------
1,877,626
-------------
TECHNOLOGY (14.7%)
Communications Equipment (.3%)
89,100 Openwave Systems, Inc. (b) 89,100
-------------
Computer Networking (2.1%)
39,100 Adaptec, Inc . (b) 230,690
42,500 Legato Systems, Inc. (b) 114,750
40,250 Radiant Systems, Inc. (b) 313,950
-------------
659,390
-------------
Computer Services & Software (7.0%)
30,600 Agile
_____________
dt 1515926
;
Adaptec
As referenced in this Annual Report to Shareholders:
Adaptec, Inc. – Renal Care Group, Inc. (b) 405,000
-------------
1,877,626
-------------
TECHNOLOGY (14.7%)
Communications Equipment (.3%)
89,100 Openwave Systems, Inc. (b) 89,100
-------------
Computer Networking (2.1%)
39,100 Adaptec, Inc. (b) 230,690
42,500 Legato Systems, Inc. (b) 114,750
40,250 Radiant Systems, Inc. (b) 313,950
-------------
659,390
-------------
Computer Services & Software (7.0%)
30,600 Agile
_____________
dt 1457199
;
|
Adaptec
As referenced in this Annual Report to Shareholders:
Adaptec, Inc. – Renal Care Group, Inc. (b) 405,000
-------------
1,877,626
-------------
TECHNOLOGY (14.7%)
Communications Equipment (.3%)
89,100 Openwave Systems, Inc. (b) 89,100
-------------
Computer Networking (2.1%)
39,100 Adaptec, Inc. (b) 230,690
42,500 Legato Systems, Inc. (b) 114,750
40,250 Radiant Systems, Inc. (b) 313,950
-------------
659,390
-------------
Computer Services & Software (7.0%)
30,600 Agile
_____________
dt 1469268
;
Aeroflex
As referenced in this Annual Report to Shareholders:
Aeroflex, Inc. – 12,500 Precise Software Solutions, Ltd. (b)(c) 157,000
-------------
2,170,305
-------------
Data Processing (1.6%)
30,304 Documentum, Inc. (b) 490,828
-------------
Electrical Defense (1.0%)
40,300 Aeroflex, Inc. (b) 306,280
-------------
{/TABLE}
See accompanying notes to investments in securities.
40
{PAGE}
{TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ ---------
{S} {C}
TECHNOLOGY--CONTINUED
Electrical Instruments (--)
51,700 APW, Ltd. (
_____________
dt 1459645
;
More... |
| Preview
Subscribers | 2003 |
Annual Report to Shareholders
Annual Report to Shareholders (440K)
Doc #1922157: Click preview link for longer preview.
ADVANTUS EQUITY FUNDS
[ADVANTUS(TM) CAPITAL MANAGEMENT LOGO]
ANNUAL REPORT TO SHAREHOLDERS
DATED JULY 31, 2003
ADVANTUS CORNERSTONE FUND, INC.
A LARGE COMPANY VALUE FUND
ADVANTUS ENTERPRISE FUND, INC.
A SMALL COMPANY GROWTH FUND
ADVANTUS HORIZON FUND, INC.
A LARGE COMPANY GROWTH FUND
ADVANTUS INDEX 500 FUND, INC.
A LARGE COMPANY INDEX FUND
ADVANTUS REAL ESTATE SECURITIES FUND, INC.
A REAL ESTATE - RELATED SECURITIES FUND
ADVANTUS VENTURE FUND, INC.
A SMALL COMPANY VALUE FUND
CUT DOWN PAPERWORK, NOT TREES
ADVANTUS NOW OFFERS E-DELIVERY OF PROSPECTUSES, . . .
1922157
|
Hain Celestial
As referenced in this Annual Report to Shareholders:
Hain Celestial Group, Inc – 1,036,764
------------
Entertainment (.9%)
18,100 Movie Gallery, Inc. (b) 362,000
------------
Food (.9%)
9,300 Performance Food Group Company (b) 351,354
------------
Food &Health (1.0%)
23,100 Hain Celestial Group, Inc . (b) 378,840
------------
Restaurants (.9%)
16,400 Jack in the Box, Inc. (b) 349,320
------------
Service (1.0%)
66 Corrections Corporation of America (b) 1,628
7,100 Education
_____________
dt 1515369
;
AMD
As referenced in this Annual Report to Shareholders:
Advanced Micro Devices, Inc. – 925
---------------
34,841
---------------
{/TABLE}
See accompanying notes to investments in securities.
60
{PAGE}
{TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ ---------------
{S} {C}
TECHNOLOGY--CONTINUED
Electronic Components-Semiconductor (3.5%)
1,184 Advanced Micro Devices, Inc. (b) $ 8,643
1,343 Altera Corporation (b) 25,839
1,352 Analog Devices, Inc. (b) 51,308
6,009 Applied Materials, Inc. (b) 117,176
1,034 Applied
_____________
dt 1469449
;
AMD
As referenced in this Annual Report to Shareholders:
Advanced Micro Devices, Inc. – 925
---------------
34,841
---------------
{/TABLE}
See accompanying notes to investments in securities.
60
{PAGE}
{TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ ---------------
{S} {C}
TECHNOLOGY--CONTINUED
Electronic Components-Semiconductor (3.5%)
1,184 Advanced Micro Devices, Inc. (b) $ 8,643
1,343 Altera Corporation (b) 25,839
1,352 Analog Devices, Inc. (b) 51,308
6,009 Applied Materials, Inc. (b) 117,176
1,034 Applied
_____________
dt 1465703
;
|
Aeropostale
As referenced in this Annual Report to Shareholders:
Aeropostale, Inc. – 400 BorgWarner, Inc. 494,098
------------
Distribution Durables (.9%)
17,100 MSC Industrial Direct Company 344,565
------------
Publishing (.8%)
10,100 Scholastic Corporation (b) 294,617
------------
Retail (9.9%)
15,000 Aeropostale, Inc. (b) 392,250
21,700 American Eagle Outfitters (b) 480,872
15,700 AnnTaylor Stores Corporation (b) 443,525
{/TABLE}
See accompanying notes to investments in securities.
39
{PAGE}
{
_____________
dt 1440249
;
Aeropostale
As referenced in this Annual Report to Shareholders:
Aeropostale, Inc. – 400 BorgWarner, Inc. 494,098
------------
Distribution Durables (.9%)
17,100 MSC Industrial Direct Company 344,565
------------
Publishing (.8%)
10,100 Scholastic Corporation (b) 294,617
------------
Retail (9.9%)
15,000 Aeropostale, Inc. (b) 392,250
21,700 American Eagle Outfitters (b) 480,872
15,700 AnnTaylor Stores Corporation (b) 443,525
{/TABLE}
See accompanying notes to investments in securities.
39
{PAGE}
{
_____________
dt 1440254
;
More... |
| Preview
Subscribers | 2003 |
Annual Report to Shareholders
Annual Report to Shareholders (449K)
Doc #1922269: Click preview link for longer preview.
ADVANTUS EQUITY FUNDS [LOGO]
ANNUAL REPORT TO SHAREHOLDERS
DATED JULY 31, 2002
ADVANTUS CORNERSTONE FUND, INC.
A LARGE COMPANY VALUE FUND
ADVANTUS ENTERPRISE FUND, INC.
A SMALL COMPANY GROWTH FUND
ADVANTUS HORIZON FUND, INC.
A LARGE COMPANY GROWTH FUND
ADVANTUS INDEX 500 FUND, INC.
A LARGE COMPANY INDEX FUND
ADVANTUS REAL ESTATE SECURITIES FUND, INC.
A REAL ESTATE - RELATED SECURITIES FUND
ADVANTUS VENTURE FUND, INC.
A SMALL COMPANY VALUE FUND
CUT DOWN PAPERWORK, NOT TREES
Advantus now offers e-delivery of prospectuses, annual and semi-annual reports.
To find out more, call Advantus Shareholder Services at (800) 665-6005.
ADVANTUS EQUITY FUNDS
TABLE OF CONTENTS
PERFORMANCE UPDATES
Cornerstone Fund 3
Enterprise Fund 7
Horizon Fund 12
Index 500 Fund 18
Real Estate Securities Fund 22
Venture Fund 27
INVESTMENTS IN SECURITIES
Cornerstone Fund 31
Enterprise Fund 37
Horizon Fund 42
Index 500 Fund 48
Real Estate Securities Fund 65
Venture Fund 68
FINANCIAL STATEMENTS
Statements of Assets and Liabilities 76
Statements of Operations 80
Statements of Changes in Net Assets 84
Notes to Financial Statements 90
INDEPENDENT AUDITORS' REPORT 117
FEDERAL INCOME TAX INFORMATION 118
DIRECTORS AND EXECUTIVE OFFICERS 120
SHAREHOLDER SERVICES 122
LETTER FROM THE PRESIDENT
[PHOTO OF DIANNE ORBISON]
Dear Shareholders:
It's been a very eventful year in the economy and the markets. We've seen a
major rally in the bond market, and a major sell off in stocks. Negative events,
questionable earnings reports, and unscrupulous corporate leadership is a lot of
weight for the stock market to carry. Investors are still not confident that the
market can bear the load, which contributed to the stock sell off during the
first half of the year.
A flight to quality is still underway, and this is not unusual when political,
social, and economic events hold uncertainty. In the period ended July 31, 2002,
strong fixed income performance (Lehman Aggregate Bond Index* at 7.84%) and very
weak equity performance (S&P 500 Index** at -23.63) was recorded. The difference
in returns between stocks and bonds, as measured by these two benchmark indices,
was near record levels.
We believe the capital markets will continue to be volatile and suggest that
investors adjust their expectations for a time-specific market recovery. Current
market conditions didn't happen overnight, and it has taken longer than expected
for a sustainable recovery to surface. Although most segments of the stock
market were down at the end of our reporting period, we believe valuations are
fair and better than they have been in six months.
The economy is growing, albeit slowly. We expect that U.S. growth, as measured
by GDP, will be a respectable 2.5 percent in 2002. Monetary policy is still
easy, and we expect no changes from the Federal Reserve in the near term.
Inflation is running less than two percent annually with little, if any,
increase expected.
Also, the underlying strength of the U.S. economy remains solid. The weakness of
the dollar, however, may benefit investors considering a greater allocation to
international investments. Consider having a periodic conversation with your
financial advisor about your goals, risk tolerance, and allocation strategy.
You will notice that all Advantus equity funds are included in this report. The
remaining Advantus Funds (fixed income and balanced) will be published in an
annual report to be dated September 30, 2002. We have combined the reports for
the funds into two mailings to achieve economies of scale in report preparation
and mailing. We are also moving forward with plans to combine Advantus Funds
prospectuses in the same way and for the same reasons.
This is my first letter to you as President of the Advantus Funds. Bill
Westhoff, former President and investment management veteran, retired in late
July, 2002 after 31 years of service to shareholders. I look forward to
communicating with
1
you on a regular basis and bringing you news of the economy, markets,
and Advantus.
Sincerely,
/s/ Dianne Orbison
Dianne Orbison
President, Advantus Funds
*The LEHMAN BROTHERS AGGREGATE BOND INDEX is a market-weighted index that covers
the U.S. investment grade fixed rate bond market. The index includes government
and corporate securities, agency mortgage pass-through securities and asset
backed securities.
1922269
|
Hain Celestial
As referenced in this Annual Report to Shareholders:
Hain Celestial Group, Inc – 1,773,972
-------------
Food (2.4%)
17,400 Pathmark Stores, Inc. (b) 286,056
14,000 Performance Food Group Company (b) 462,280
-------------
748,336
-------------
Food & Health (.7%)
15,400 Hain Celestial Group, Inc . (b) 229,306
-------------
Retail (1.3%)
32,200 CKE Restaurants, Inc. (b) 206,724
14,200 Duane Reade, Inc. (b) 210,160
-------------
416,884
-------------
Service (1.8%)
13,800
_____________
dt 1515370
;
Adaptec
As referenced in this Annual Report to Shareholders:
Adaptec, Inc – Renal Care Group, Inc. (b) 405,000
-------------
1,877,626
-------------
TECHNOLOGY (14.7%)
Communications Equipment (.3%)
89,100 Openwave Systems, Inc. (b) 89,100
-------------
Computer Networking (2.1%)
39,100 Adaptec, Inc . (b) 230,690
42,500 Legato Systems, Inc. (b) 114,750
40,250 Radiant Systems, Inc. (b) 313,950
-------------
659,390
-------------
Computer Services & Software (7.0%)
30,600 Agile
_____________
dt 1515928
;
Adaptec
As referenced in this Annual Report to Shareholders:
Adaptec, Inc. – Renal Care Group, Inc. (b) 405,000
-------------
1,877,626
-------------
TECHNOLOGY (14.7%)
Communications Equipment (.3%)
89,100 Openwave Systems, Inc. (b) 89,100
-------------
Computer Networking (2.1%)
39,100 Adaptec, Inc. (b) 230,690
42,500 Legato Systems, Inc. (b) 114,750
40,250 Radiant Systems, Inc. (b) 313,950
-------------
659,390
-------------
Computer Services & Software (7.0%)
30,600 Agile
_____________
dt 1457201
;
|
Adaptec
As referenced in this Annual Report to Shareholders:
Adaptec, Inc. – Renal Care Group, Inc. (b) 405,000
-------------
1,877,626
-------------
TECHNOLOGY (14.7%)
Communications Equipment (.3%)
89,100 Openwave Systems, Inc. (b) 89,100
-------------
Computer Networking (2.1%)
39,100 Adaptec, Inc. (b) 230,690
42,500 Legato Systems, Inc. (b) 114,750
40,250 Radiant Systems, Inc. (b) 313,950
-------------
659,390
-------------
Computer Services & Software (7.0%)
30,600 Agile
_____________
dt 1469270
;
Aeroflex
As referenced in this Annual Report to Shareholders:
Aeroflex, Inc. – 12,500 Precise Software Solutions, Ltd. (b)(c) 157,000
-------------
2,170,305
-------------
Data Processing (1.6%)
30,304 Documentum, Inc. (b) 490,828
-------------
Electrical Defense (1.0%)
40,300 Aeroflex, Inc. (b) 306,280
-------------
{/TABLE}
See accompanying notes to investments in securities.
40
{PAGE}
{TABLE}
{CAPTION}
MARKET
SHARES VALUE(a)
------ ---------
{S} {C}
TECHNOLOGY--CONTINUED
Electrical Instruments (--)
51,700 APW, Ltd. (
_____________
dt 1459646
;
More... |
| Preview
Subscribers | 2001 |
Business Development Agreement
Business Development Agreement (15K)
Doc #1603031: Click preview link for longer preview.
BUSINESS DEVELOPMENT AGREEMENT
This AGREEMENT is entered into as of May 25, 2001, by and between
Americas Favorite Food Corp., a California corporation ("AFFC"), and US Foods
International, LLC, a California limited liability company (collectively with
its affiliates, "USFI").
RECITALS
WHEREAS, AFFC is party to that certain Stock Purchase and Share
Exchange Agreement (the "Exchange Agreement"), of even date herewith, by and
among Dippy Foods, Inc., a Nevada corporation (" . . .
1603031
|
Hain Celestial
As referenced in this Business Development Agreement:
Hain Celestial Group, Inc – manufacturers for whom USFI serves as a reseller and/or distributor, and
(ii) that certain Export Agreement South Korea, dated May 3, 2001 (the "Hain
Contract"), between USFI and The Hain Celestial Group, Inc . ("Hain"), attached
hereto as Exhibit B, pursuant to which Hain has appointed USFI as its exclusive,
independent sales representative and distributor to South Korea for the Hain
brands identified
_____________
HAIN CELESTIAL GROUP, INC – Nevada corporation
By: /s/ Jon Stevenson
------------------------
Name: Jon Stevenson
Its: President
ASEEN CORP.,
a South Korea corporation
By: /s/ Hong Kyu Kim
------------------------
Name: Hong Kyu Kim
------------------------
Title: President & CEO
------------------------
THE HAIN CELESTIAL GROUP, INC .
By: /s/ Ron Rash
------------------------
Name: Ron Rash
------------------------
Title: Vice-President
------------------------
5
_____________
dt 1515366
;
| |
| Preview
Subscribers | 2005 |
Change in Control Agreement
Change in Control Agreement (43K)
Doc #447624: Click preview link for longer preview.
CHANGE IN CONTROL AGREEMENT
THIS CHANGE IN CONTROL AGREEMENT dated as of (this "Agreement"), is made by
and between The Hain Celestial Group, Inc., a Delaware corporation having its
principal offices at 58 South Service Road, Melville, NY 11747 (the "Company"),
and [ ] (the "Executive").
WHEREAS, the Company considers it essential to the best interest of its
shareholders to foster the continued employment of key executive management
personnel; and
WHEREAS, the Board of Directors of the Company (the " . . .
447624
|
Hain Celestial
As referenced in this Change in Control Agreement:
Hain Celestial Group, Inc – hainex1.txt
{DESCRIPTION}FORM OF CHANGE IN CONTROL AGREEMENT
{TEXT}
CHANGE IN CONTROL AGREEMENT
THIS CHANGE IN CONTROL AGREEMENT dated as of (this "Agreement"), is made by
and between The Hain Celestial Group, Inc ., a Delaware corporation having its
principal offices at 58 South Service Road, Melville, NY 11747 (the "Company"),
and [ ] (the "Executive").
WHEREAS, the Company considers it essential to the best
_____________
Hain Celestial Group, Inc – of the Company) of
all or substantially all of the assets of the Company, or (b) a complete
liquidation or dissolution of the Company.
1.4 "Company" shall mean The Hain Celestial Group, Inc . and any successor
to its business and/or assets which assumes (either expressly, by operation of
law or otherwise) and/or agrees to perform this Agreement by operation of
_____________
Hain Celestial Group, Inc – furnished to the other in writing in accordance herewith, except that
notice of change of address shall be effective only upon actual receipt:
To the Company:
Irwin D. Simon
The Hain Celestial Group, Inc .
58 South Service Road
Melville, New York 11747
Attention: Chairman of the Board and
Chief Executive Officer
With a copy to:
Roger Meltzer, Esq.
Cahill, Gordon & Reindel LLP
80
_____________
HAIN CELESTIAL GROUP, INC – regard to the
conflicts of law provisions thereof.
-12-
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first written above.
THE HAIN CELESTIAL GROUP, INC .
By:
----------------------------------
Name: Irwin D. Simon
Title: President &
Chief Executive
Officer
[EXECUTIVE]
By:
----------------------------------
Name:
-13-
{/TEXT}
{/DOCUMENT}
_____________
dt 1515357
;
|
 Cahill Gordon
As referenced in this Change in Control Agreement:
Cahill, Gordon & Reindel – Simon
The Hain Celestial Group, Inc.
58 South Service Road
Melville, New York 11747
Attention: Chairman of the Board and
Chief Executive Officer
With a copy to:
Roger Meltzer, Esq.
Cahill, Gordon & Reindel LLP
80 Pine Street
New York, New York 10005
To the Executive:
[ ]
[ ]
[ ]
-11-
{PAGE}
8. Miscellaneous. No provision of this Agreement may be modified, waived or
discharged unless such waiver,
_____________
dt 1490150
|
| Preview
Subscribers | 2000 |
Change in Control Agreement
Change in Control Agreement (47K)
Doc #447971: Click preview link for longer preview.
CHANGE IN CONTROL AGREEMENT
THIS CHANGE IN CONTROL AGREEMENT dated as of _________, 2000
(this "Agreement"), is made by and between The Hain Celestial Group, Inc., a
Delaware corporation having its principal offices at 50 Charles Lindbergh
Boulevard, Uniondale, New York 11553 (the "Company"), and [Executive Name],
[Executive Title] (the "Executive").
WHEREAS, the Company considers it essential to the best
interests of its shareholders to foster the continued . . .
447971
|
Hain Celestial
As referenced in this Change in Control Agreement:
Hain Celestial Group, Inc – CHANGE IN CONTROL AGREEMENT
{TEXT}
Exhibit 10.1
CHANGE IN CONTROL AGREEMENT
THIS CHANGE IN CONTROL AGREEMENT dated as of _________, 2000
(this "Agreement"), is made by and between The Hain Celestial Group, Inc ., a
Delaware corporation having its principal offices at 50 Charles Lindbergh
Boulevard, Uniondale, New York 11553 (the "Company"), and [Executive Name],
[Executive Title] (the "Executive").
WHEREAS, the Company considers
_____________
Hain Celestial Group, Inc – of the
Company) of all or substantially all of the assets of the Company, or
(b) a complete liquidation or dissolution of the Company.
1.5 "Company" shall mean The Hain Celestial Group, Inc . and
any successor to its business and/or assets which assumes (either expressly, by
operation of law or otherwise) and/or agrees to perform this Agreement by
operation of
_____________
Hain Celestial Group, Inc – furnished to the other in writing in accordance herewith, except
that notice of change of address shall be effective only upon actual receipt:
To the Company:
Irwin D. Simon
The Hain Celestial Group, Inc .
50 Charles Lindbergh Blvd.
Uniondale, New York 11553
Attention: Chairman of the Board and
Chief Executive Officer
With a copy to:
Roger Meltzer, Esq.
Cahill, Gordon & Reindel
80 Pine
_____________
HAIN CELESTIAL GROUP, INC – regard to the conflicts of law provisions thereof.
IN WITNESS WHEREOF, the parties hereto have executed this
32
{PAGE}
Agreement as of the date and year first written above.
THE HAIN CELESTIAL GROUP, INC .
By: /s/Irwin D. Simon
------------------------------
Name: Irwin D. Simon
Title: President & Chief Executive
Officer
33
{PAGE}
{/TEXT}
{/DOCUMENT}
_____________
dt 1515360
;
|
Cahill Gordon
As referenced in this Change in Control Agreement:
Cahill, Gordon & Reindel
– Simon
The Hain Celestial Group, Inc.
50 Charles Lindbergh Blvd.
Uniondale, New York 11553
Attention: Chairman of the Board and
Chief Executive Officer
With a copy to:
Roger Meltzer, Esq.
Cahill, Gordon & Reindel
80 Pine Street
New York, New York 10005
To the Executive:
[Executive Name]
Address
8. Miscellaneous. No provision of this Agreement may
be modified, waived or discharged unless such
_____________
dt 1490153
|
| Preview
Subscribers | 2001 |
Credit Agreement
Credit Agreement (449K)
Doc #447930: Click preview link for longer preview.
CREDIT AGREEMENT
Dated as of March 29, 2001
by and among
THE HAIN CELESTIAL GROUP, INC.
and
FLEET NATIONAL BANK
as Administrative Agent,
SUNTRUST BANK
. . .
447930
|
Hain Celestial
As referenced in this Credit Agreement:
HAIN CELESTIAL GROUP, INC – {DOCUMENT}
{TYPE}EX-10
{SEQUENCE}3
{FILENAME}creditagreement.txt
{DESCRIPTION}CREDIT AGREEMENT
{TEXT}
CREDIT AGREEMENT
Dated as of March 29, 2001
by and among
THE HAIN CELESTIAL GROUP, INC .
and
FLEET NATIONAL BANK
as Administrative Agent,
SUNTRUST BANK
as Syndication Agent,
HSBC BANK USA
as Documentation Agent
and
THE LENDERS PARTY HERETO
FLEET SECURITIES, INC.,
LEAD ARRANGER
{PAGE}
_____________
HAIN
CELESTIAL GROUP, INC – Form of Guarantor Pledge Agreement
Exhibit I-3 - Form of Dutch Pledge Agreement for Hain Europe
v
{PAGE}
CREDIT AGREEMENT dated as of March 29, 2001, by and among THE HAIN
CELESTIAL GROUP, INC ., a Delaware corporation (the "Company"), the LENDERS which
from time to time are parties to this Agreement (individually, a "Lender" and,
collectively, the "Lenders"), FLEET NATIONAL BANK, a national
_____________
Hain Celestial Group, Inc – copy to:
Farrell Fritz, P.C.
EAB Plaza, West Tower
Uniondale, New York 11556
Attention: Robert C. Creighton, Esq.
Telecopy: (516) 227-0777
(b) if to the Company, at:
The Hain Celestial Group, Inc .
50 Charles Lindbergh Boulevard
Uniondale, New York 11553
Attention: Gary M. Jacobs
Telecopy: (516) 237-6277
With a copy to:
Cahill Gordon & Reindel
80 Pine Street
New York, New
_____________
HAIN CELESTIAL GROUP, INC – Company, the Administrative Agent and the
Lenders have caused this Agreement to be duly executed by their duly authorized
officers, as of the day and year first above written.
THE HAIN CELESTIAL GROUP, INC .
By:____________________________
Name: Gary M. Jacobs
Title: Chief Financial Officer
79
{PAGE}
Revolving Credit Facility FLEET NATIONAL BANK,
-------------------------
A Commitment: $27,187,500 as Administrative Agent,
as a Lender,
_____________
Hain Celestial Group, Inc – Title: Senior Vice President
Lending Office for Base Rate Loans and for
Adjusted Libor Loans:
Fleet National Bank
300 Broad Hollow Road
Melville, New York 11747
Attention: Relationship Manager -
The Hain Celestial Group, Inc .
Telephone: (631) 547-7833
Telecopy: (631) 547-7815
Address for Notices:
Fleet National Bank
300 Broad Hollow Road
Melville, New York 11747
Attention: Relationship Manager -
The Hain Celestial Group,
_____________
dt 1515359
;
 BNY
As referenced in this Credit Agreement:
Bank of New York, – rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal fund brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of the
quotations for the day of such transactions received by
_____________
BANK OF NEW YORK, – Pioneer Farm Credit, ACA
174 South Road
Enfield, Connecticut 06082
Attention: James M. Papai, Vice President
Telephone: (860) 741-4380
Telecopy: (860) 253-5565
83
{PAGE}
Revolving Credit Facility THE BANK OF NEW YORK,
-------------------------
A Commitment: $9,062,500 as a Lender
Revolving Credit Facility
B Commitment: $5,937,500
By:
------------------------------------------------
Name:
Title:
Lending Office for Base Rate Loans and for
Adjusted Libor
_____________
Bank of New York
– Commitment: $9,062,500 as a Lender
Revolving Credit Facility
B Commitment: $5,937,500
By:
------------------------------------------------
Name:
Title:
Lending Office for Base Rate Loans and for
Adjusted Libor Loans:
The Bank of New York
1401 Franklin Avenue
Garden City, New York 11530
Attention: Edward P. Nallan
Telephone: (516) 294-2269
Telecopy: (516) 294-2055
Address for Notices:
The Bank of New York
1401
_____________
Bank of New York
– Loans:
The Bank of New York
1401 Franklin Avenue
Garden City, New York 11530
Attention: Edward P. Nallan
Telephone: (516) 294-2269
Telecopy: (516) 294-2055
Address for Notices:
The Bank of New York
1401 Franklin Avenue
Garden City, New York 11530
Attention: Edward P. Nallan
Telephone: (516) 294-2269
Telecopy: (516) 294-2055
84
{PAGE}
Revolving Credit Facility KEYBANK NATIONAL ASSOCIATION,
-------------------------
A
_____________
dt 1584226
;
Nova Scotia
As referenced in this Credit Agreement:
Bank of Nova Scotia – Compliance by the Company with Section 7.01 (Indebtedness) of the
Credit Agreement is hereby waived solely with respect to the Company having
assumed certain foreign exchange contracts with The Bank of Nova Scotia (the "FX
Contract") in connection with the Company's acquisition of the stock of Yves
Veggie Cuisine Inc., a Canadian company, and related companies (the "Yves Veggie
Acquisition").
(b)
_____________
Bank of Nova Scotia – with Section 7.02 (Liens) of the Credit
Agreement is hereby waived solely with respect to the Company having pledged
cash collateral in the amount of $447,000 to The Bank of Nova Scotia in order to
secure the FX Contract which was assumed in connection with the Yves Veggie
Acquisition.
(c) Compliance by the Company with the requirements of Section
7.06(g)(
_____________
dt 1340192
;
|
Fleet National
As referenced in this Credit Agreement:
FLEET NATIONAL BANK
– DOCUMENT}
{TYPE}EX-10
{SEQUENCE}3
{FILENAME}creditagreement.txt
{DESCRIPTION}CREDIT AGREEMENT
{TEXT}
CREDIT AGREEMENT
Dated as of March 29, 2001
by and among
THE HAIN CELESTIAL GROUP, INC.
and
FLEET NATIONAL BANK
as Administrative Agent,
SUNTRUST BANK
as Syndication Agent,
HSBC BANK USA
as Documentation Agent
and
THE LENDERS PARTY HERETO
FLEET SECURITIES, INC.,
LEAD ARRANGER
{PAGE}
TABLE OF CONTENTS
ARTICLE
_____________
FLEET NATIONAL BANK, – among THE HAIN
CELESTIAL GROUP, INC., a Delaware corporation (the "Company"), the LENDERS which
from time to time are parties to this Agreement (individually, a "Lender" and,
collectively, the "Lenders"), FLEET NATIONAL BANK, a national banking
association organized under the laws of the United States of America, as
Administrative Agent (the "Administrative Agent), SUNTRUST BANK, a Georgia
banking corporation, as Syndication Agent (
_____________
Fleet National Bank – Libor Loans" shall mean Loans at such time as they are made
and/or being maintained at a rate of interest based upon Reserve Adjusted Libor.
"Administrative Agent" shall mean Fleet National Bank in its capacity
as Administrative Agent for the Lenders under this Agreement or its successor
Administrative Agent permitted pursuant to Section 9.08 hereof.
"Affiliate" shall mean, with respect to
_____________
Fleet National Bank, – than $10,000.
"Existing Indebtedness" shall mean the Indebtedness of the Company on
the Closing Date arising pursuant to (i) that certain credit agreement by and
between the Company and Fleet National Bank, dated as of July 20, 2000, (ii)
that certain credit agreement dated November 2, 1998, as amended, among the
Company, Celestial and KeyBank relating to the Celestial EDRB and (
_____________
Fleet National Bank – Company, Celestial and KeyBank relating to the Celestial EDRB and (iii) the IBJ
Standby Letter of Credit.
"Existing Letters of Credit" shall mean, collectively, the letters of
credit issued by Fleet National Bank for the account of the Company or any
Guarantor prior to the date hereof as set forth on Schedule VI and the KeyBank
Letter of Credit.
"Federal Funds Rate" shall
_____________
dt 1436609
;
Fleet Securities
As referenced in this Credit Agreement:
FLEET SECURITIES, INC – and among
THE HAIN CELESTIAL GROUP, INC.
and
FLEET NATIONAL BANK
as Administrative Agent,
SUNTRUST BANK
as Syndication Agent,
HSBC BANK USA
as Documentation Agent
and
THE LENDERS PARTY HERETO
FLEET SECURITIES, INC .,
LEAD ARRANGER
{PAGE}
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS.....................................1
SECTION 1.01. Definitions............................................1
SECTION 1.02. Terms Generally.......................................21
ARTICLE II
LOANS...............................................................22
SECTION
_____________
Fleet Securities, Inc – Fifth Avenue, mailcode WA-31-10-5360, 53rd Floor,
Seattle, Washington 98104 or such other office as KeyBank may designate from
time to time in writing.
"Lead Arranger" shall mean Fleet Securities, Inc .
"Lenders" shall have the meaning set forth in the preamble hereto and
shall include the Swingline Lender and the Issuing Lender.
"Lending Office" shall mean, for each Lender, the
_____________
dt 1400653
;
More... |
| Preview
Subscribers | 2003 |
Employment Agreement
Employment Agreement (44K)
Doc #447721: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of July 1, 2003, by and between The Hain
Celestial Group, Inc., a Delaware corporation (the "Company"), and Irwin D.
Simon ("Executive").
W I T N E S S E T H:
WHEREAS, the Company desires that Executive continue to serve as President
and Chief Executive Officer of the Company and Executive is willing to continue
to serve;
WHEREAS, the Compensation Committee of the Company's Board of Directors and
the Company's Board of Directors, . . .
447721
|
Hain Celestial
As referenced in this Employment Agreement:
Hain
Celestial Group, Inc – DOCUMENT}
{TYPE}EX-10
{SEQUENCE}3
{FILENAME}exhibit10_1.txt
{DESCRIPTION}EXHIBIT 10.1 CEO CONTRACT
{TEXT}
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of July 1, 2003, by and between The Hain
Celestial Group, Inc ., a Delaware corporation (the "Company"), and Irwin D.
Simon ("Executive").
W I T N E S S E T H:
WHEREAS, the Company desires that Executive continue to serve
_____________
Hain Celestial Group, Inc – shall be addressed as follows (or to such other address as the
party entitled to notice shall hereafter designate in accordance with the terms
hereof):
If to the Company:
The Hain Celestial Group, Inc .
58 South Service Road
Melville, New York 11747
Attention: Secretary
If to Executive:
Irwin D. Simon
c/o The Hain Celestial Group, Inc.
58 South Service Road
Melville, New
_____________
Hain Celestial Group, Inc – terms
hereof):
If to the Company:
The Hain Celestial Group, Inc.
58 South Service Road
Melville, New York 11747
Attention: Secretary
If to Executive:
Irwin D. Simon
c/o The Hain Celestial Group, Inc .
58 South Service Road
Melville, New York 11747
Copy to:
Cahill Gordon & Reindel llp
80 Pine Street
New York, New York 10005
Attention: Roger Meltzer, Esq.
(j) Amendments. This
_____________
HAIN CELESTIAL GROUP, INC – hand and, pursuant to
the authorization from its Board of Directors, the Company has caused these
presents to be executed as of the day and year first above written.
THE HAIN CELESTIAL GROUP, INC .
By: /s/ Ira J. Lamel
Name: Ira J. Lamel
Title: Executive Vice President and
Chief Financial Officer
/s/ Irwin D. Simon
Irwin D. Simon
{/TEXT}
{/DOCUMENT}
_____________
dt 1515358
;
|
Cahill Gordon
As referenced in this Employment Agreement:
Cahill Gordon & Reindel – this Agreement.
Executive waives any conflict of interest which may arise due to the
representation by the Executive, on the one hand, and the Company, on the other
hand, by Cahill Gordon & Reindel llp, its partners and associates from time to
time in connection with various legal matters, including regarding this
Agreement.
(g) Severability; Reformation. In the event that one or more of
_____________
Cahill Gordon & Reindel – Road
Melville, New York 11747
Attention: Secretary
If to Executive:
Irwin D. Simon
c/o The Hain Celestial Group, Inc.
58 South Service Road
Melville, New York 11747
Copy to:
Cahill Gordon & Reindel llp
80 Pine Street
New York, New York 10005
Attention: Roger Meltzer, Esq.
(j) Amend |