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EXHIBIT (c)(6)
February 9, 1998
Grist Mill Co.
00000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Ladies and Gentlemen:
In order to allow you to evaluate the possible acquisition (the
"Proposed Acquisition") of Grist Mill Co. by International Home Foods, Inc. (the
"Company"), we will allow you access to, upon your execution and delivery to us
of this letter agreement, certain information about the properties and
operations of the Company. All information about the Company furnished by us or
our affiliates, or our respective directors, officers, employees, agents or
controlling persons (such affiliates and other persons collectively referred to
herein as "Representatives"), whether furnished before or after the date hereof,
and regardless of the manner in which it is furnished, is referred to in this
letter agreement as "Proprietary Information." Proprietary Information does not
include, however, information which (a) is or becomes generally available to the
public other than as a result of a disclosure by you or your Representatives,
(b) was available to you on a nonconfidential basis prior to its disclosure by
us or (c) becomes available to you on a nonconfidential basis from a person
other than us who is not otherwise bound by a confidentiality agreement with us
or our Representatives, or is not otherwise prohibited from transmitting the
information to you. As used in this letter, the term "person" shall be broadly
interpreted to include, without limitation, any corporation, company,
partnership and individual.
Unless otherwise agreed to in writing by us, you agree (a) except as
required by law, to keep all Proprietary Information confidential and not to
disclose or reveal any Proprietary Information to any person other than those
employed by you or on your behalf who are actively and directly participating in
the evaluation of the Proposed Acquisition or who otherwise need to know the
Proprietary Information for the purpose of evaluating the Proposed Acquisition
and to cause those persons to observe the terms of this letter agreement and (b)
not to use Proprietary Information for any purpose other than in connection with
the consummation of the Proposed Acquisition in a manner which we have approved.
You will be responsible for any breach of the terms hereunder by you or the
persons referred to in clause (a) of this paragraph. In the event that you are
requested pursuant to, or required by, applicable law or regulation or by legal
process to disclose any Proprietary Information, you agree that you will provide
us with prompt notice of such request(s) to enable us to seek an appropriate
protective order or other appropriate remedy or waive compliance with the
provisions of this letter. In the event that a protective order or other remedy
is obtained, you shall use all reasonable efforts to assure that all Proprietary
Information disclosed will be covered by such order or other remedy. Whether
such protective order or other remedy is obtained or we waive compliance with
the provisions of this letter, you will disclose only that portion of the
Proprietary Information which you are legally required to disclose.
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Grist Mill Co.
February 9, 1998
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Unless otherwise required by law or stock exchange rule, neither you
nor your Representatives will, without our prior written consent, disclose to
any person (other than those actively and directly participating in the Proposed
Acquisition) any information about the Proposed Acquisition, or the terms,
conditions or other facts relating thereto, including the fact that discussions
are taking place with respect thereto or the status thereof, or the fact that
the Proprietary Information has been made available to you.
If within 30 days of the date of this letter a letter of intent or a
definitive acquisition agreement has not been executed or if you determine
sooner that you do not wish to proceed with the Proposed Acquisition, you will
promptly advise us of that decision. In either case, or in the event that the
Proposed Acquisition is not consummated by you, you will, upon our request,
promptly deliver to us all of the Proprietary Information, including all copies,
reproductions, summaries, analyses or extracts thereof or based thereon in your
possession or in the possession of any of your Representatives.
Although the Proprietary Information contains information which we
believe to be relevant for the purpose of your evaluation of the Proposed
Acquisition, we do not make any representation or warranty as to the accuracy or
completeness of the Proprietary Information. Except as may be set forth in the
definitive acquisition agreement, neither we, our affiliates, nor any of our
respective officers, directors, employees, agents or controlling persons within
the meaning of Section 20 of the Securities Exchange Act of 1934 (the "Exchange
Act") shall have any liability to you or any of the Representatives relating to
or arising from the use of the Proprietary Information.
You acknowledge that you are, and that your Representatives who are
informed as to the matters which are the subject of this Agreement will be made,
(i) aware that the United States securities laws would prohibit any person who
has material non-public information about a company from purchasing or selling
securities of such company, or from communicating such information to any other
person under circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell such securities, (ii) familiar with the
Exchange Act and the rules and regulations promulgated thereunder, including to
the extent they relate to the matters referred to in this paragraph. You agree
that you and your Representatives will not use or cause any third party to use
any Evaluation Material in contravention of the United States securities laws,
including the Exchange Act or any rules and regulations promulgated thereunder.
Without prejudice to the rights and remedies otherwise available to us,
we shall be entitled to equitable relief by way of injunction if you or any of
the Representatives breach or threaten to breach any of the provisions of this
letter agreement.
It is understood and agreed that no failure or delay by us in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise thereof
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Grist Mill Co.
February 9, 1998
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preclude any other or further exercise thereof or the exercise of any right,
power or privilege hereunder.
This letter shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware.
Any assignment by you of your rights and obligations under this letter
without our prior written consent shall be void.
The covenants and other terms and conditions contained herein shall
expire 5 years from the date of execution.
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Grist Mill Co.
February 9, 1998
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Please confirm your agreement with the foregoing by signing and
returning to the undersigned the duplicate copy of this letter enclosed
herewith.
INTERNATIONAL HOME FOODS, INC.
By: /s/ XXXXXX X. XXXXX
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Its: Vice President
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Accepted and Agreed as of
the date first written above:
Grist Mill Co.
By: /s/ XXXX X. XXXXXXXX
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Its: C.E.O.
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