1
Exhibit 2.3
SECOND AMENDMENT TO THE ASSET PURCHASE AGREEMENT, dated as of
May 16, 2001 (this "Amendment"), by and among Pinnacle Foods Corporation
(formerly known as HMTF Foods Acquisition Corp.), a Delaware corporation
("Purchaser"), Vlasic Foods International Inc., a New Jersey corporation
("Seller"), VF Brands, Inc., a Delaware corporation and a wholly owned
Subsidiary of Seller ("VFB"), Aligar, Inc., a Delaware corporation ("Aligar"),
Xxxxxx, Inc., a Delaware corporation ("Xxxxxx"), Vlasic Foods Distribution
Company, an Arkansas corporation ("VFDC"), Vlasic Standards, Inc., a New Jersey
corporation ("VSI"), Vlasic Foods Canada, Inc., an Ontario corporation ("VFCI"),
Vlasic International Brands, Inc., a Delaware corporation ("VIBI"), Vlasic
International Sales Inc., a New Jersey corporation ("VISI" and, together with
Seller, VFB, Aligar, Xxxxxx, VFDC, VSI, VFCI, VIBI and any other subsidiary of
Seller selling or assigning any assets to Purchaser pursuant to the Purchase
Agreement (as defined below), "Sellers"). This Amendment amends the Asset
Purchase Agreement, dated as of April 3, 2001, by and among Sellers and
Purchaser (as amended by the First Amendment to the Asset Purchase Agreement,
effective as of April 20, 2001, the "Purchase Agreement"). Capitalized terms
used but not defined in this Amendment shall have the meanings ascribed to such
terms in the Purchase Agreement.
RECITALS:
WHEREAS, Sellers and Purchaser wish to amend the Purchase
Agreement in the manner set forth in this Amendment.
NOW, THEREFORE, for and in consideration of the mutual
agreements and covenants contained herein, and intending to be legally bound
hereby, the parties hereto agree as follows:
ARTICLE I
THE AMENDMENT
Section 1.1 Amendment to the Purchase Agreement. The Purchase Agreement
is hereby amended as follows:
(a) The first sentence of Section 1.6(a) of the Purchase
Agreement is hereby amended by deleting it in its entirety and replacing it with
the following text:
"Subject to the terms and conditions of this Agreement, in
consideration of the aforesaid sale, transfer, assignment,
conveyance and delivery of the Acquired Assets, Purchaser
shall (i) assume the Assumed Liabilities and (ii) pay to
Seller at Closing by wire transfer in immediately available
funds, $370,000,000 (the "Purchase Price"), as such Purchase
Price may be adjusted in accordance with Sections 1.6(b) and
1.6(c) (the "Adjusted Purchase Price"), less the Escrow Amount
(as defined in Section 1.12)."
(b) Section 1.6(b) of the Purchase Agreement is hereby amended
by deleting it in its entirety and replacing it with the following text:
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"(b) Not less than two Business Days prior to the scheduled
Closing, Seller will deliver to Purchaser a notice indicating
its good faith estimate of the Net Working Capital for the
Business as of the Closing (the "Estimated Net Working
Capital"), along with a certificate of a duly authorized
officer of Seller certifying the foregoing. If the Estimated
Net Working Capital is less than $98,322,000, then such
shortfall shall be deducted from the Purchase Price at
Closing. If the Estimated Net Working Capital is greater than
$98,322,000, then such excess shall be added to the Purchase
Price at Closing."
(c) A new Section 1.6(c) is hereby added to the Purchase
Agreement to read in its entirety as follows:
"(c) Not less than two Business Days prior to the scheduled
Closing, Seller will deliver to Purchaser a notice indicating
its good faith estimate of the amount of Accrued Vacation (as
defined in Section 4.3(i)) as of the close of business on the
Closing Date (the "Estimated Vacation Accrual"), along with a
certificate of a duly authorized officer of Seller certifying
the foregoing. An amount equal to the product ( the "Accrued
Vacation Reduction") of the Estimated Vacation Accrual,
multiplied by a fraction, the numerator of which shall be the
number of days lapsed during 2001 from (and including) January
1, 2001 to (and including) the Closing Date and the
denominator of which shall be 365, shall be deducted from the
Purchase Price at Closing."
(d) Section 1.7 of the Purchase Agreement is hereby amended by
deleting it in its entirety and replacing it with the text set forth on Exhibit
A attached hereto.
(e) The chart referred to in Section 2.13(a)(i) of the Seller
Disclosure Schedule is hereby amended by deleting it in its entirety and
replacing it with the table set forth on Exhibit B attached hereto.
(f) Section 2.13(c)(v) of the Seller Disclosure Schedule is
hereby amended by deleting it in its entirety and replacing it with the text set
forth on Exhibit C attached hereto.
(g) A new Section 4.3(i) is hereby added to the Purchase
Agreement to read in its entirety as follows:
"(i) To the extent that such are considered in the calculation
of the Closing Net Working Capital Amount, effective as of the
Closing, Purchaser shall assume as an Assumed Liability the
amount of all vacation benefits and vacation pay to which all
Affected Employees who are also Transferred Employees
(excluding Affected Employees whose employment is pursuant to
a collective bargaining agreement) are entitled for 2001 in
accordance with Seller's vacation policy in effect on April 3,
2001 and which is unused as of the close of business on the
Closing Date (such amount being referred to herein as "Accrued
Vacation")."
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(h) Exhibit 1.12 of the Purchase Agreement is hereby amended
by deleting it in its entirety and replacing it with the text set forth on
Exhibit D attached hereto.
Section 1.2 Effect of Amendment. The parties acknowledge and agree that
this Amendment is limited solely for the purposes and to the extent expressly
set forth herein, and except as expressly modified hereby, this Amendment shall
not be deemed to be an amendment to any other terms and conditions of the
Purchase Agreement.
ARTICLE II
MISCELLANEOUS
Section 2.1 Counterparts. This Amendment may be executed by the parties
hereto in one or more separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts shall together
constitute one and the same. Each counterpart may consist of a number of copies
hereof each signed by less than all, but together signed by all, of the parties
hereto.
Section 2.2 Governing Law. THE AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OR CHOICE OF LAWS OR ANY OTHER LAW THAT WOULD MAKE THE
LAWS OF ANY OTHER JURISDICTION OTHER THAN THE STATE OF DELAWARE APPLICABLE
HERETO. The parties hereby agree that, without limitation of any party's right
to appeal any order of the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court"), (a) the Bankruptcy Court shall retain
exclusive jurisdiction to enforce the terms of this Amendment and to decide any
claims or disputes which may arise or result from, or be connected with, this
Amendment, any breach or default hereunder, or the transactions contemplated
herein, and (b) any and all claims, actions, causes of action, suits and
proceedings relating to the foregoing shall be filed and maintained only in the
Bankruptcy Court, and the parties hereby consent and submit to the jurisdiction
of the Bankruptcy Court.
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IN WITNESS WHEREOF, the parties have executed or caused this
Agreement to be executed as of the date first written above.
VLASIC FOODS INTERNATIONAL INC.
By:
------------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President and Controller
VF BRANDS, INC.
By:
------------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President - Treasurer
ALIGAR, INC.
By:
------------------------------------
Name: Xxxxxx Xxxxx
Title: President
XXXXXX, INC.
By:
------------------------------------
Name: Xxxxxx Xxxxx
Title: President
VLASIC FOODS DISTRIBUTION COMPANY
By:
------------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President - Treasurer
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VLASIC STANDARDS, INC.
By:
------------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President - Treasurer
VLASIC FOODS CANADA, INC.
By:
------------------------------------
Name: Xxxxxx Xxxxx
Title: Treasurer
VLASIC INTERNATIONAL BRANDS, INC.
By:
------------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President - Treasurer
VLASIC INTERNATIONAL SALES INC.
By:
------------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President - Treasurer
PINNACLE FOODS CORPORATION
By:
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
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EXHIBIT A
Section 1.7. Working Capital Adjustment.
(a) Closing Balance Sheet. As soon as reasonably
practicable following the Closing Date, and in any event within 90 days
thereafter, Seller shall prepare and deliver to Purchaser (i) the audited
balance sheet of the Business (which shall include a physical inventory) as of
the close of business on the Closing Date (the "Closing Balance Sheet"),
together with the audit reports of PricewaterhouseCoopers LLP ("Seller's
Accountant"), and (ii) a calculation of net working capital based on the ledger
accounts included in such calculation on Exhibit 1.3(a) (which amount shall be
(x) decreased by the amount of the prepaid insurance retained by Sellers as
shown in ledger account number 080-010 and (y) increased by the amount of the
Prepaid Ad Expense) including, without duplication, in the calculation thereof
all Cure Costs ("Net Working Capital") as reflected on the Closing Balance Sheet
(the "Closing Net Working Capital Amount") (together with reasonable back-up
information providing the basis for such balance sheet and calculation). The
Closing Balance Sheet shall include a separate line item reflecting the amount
of Accrued Vacation as of the close of business on the Closing Date (the
"Closing Vacation Accrual"). The parties acknowledge and agree that the amount
of Accrued Vacation shall not be reduced by the Accrued Vacation Reduction, and
shall, in all cases, be reflected as a current liability on the Closing Balance
Sheet. In addition, the Closing Balance Sheet shall set forth, separate and
apart from the calculation of the Net Working Capital, and, therefore, not
included in the calculation of the Net Working Capital, the amount of the
post-retirement benefits accrual as of the Closing as such post-retirement
benefits accrual is reflected in ledger account number 409 and is attributable
to employees and former employees of the Business and determined in the ordinary
course of business consistent with past practice in a manner consistent with
GAAP (as defined below) and with past practice (the "Post-Retirement Benefits
Accrual"). Except as set forth on Exhibit 1.7(a), the Closing Balance Sheet
shall be prepared in accordance with generally accepted accounting principles
and practices of the United States in effect from time to time ("GAAP"), and on
a basis consistent with the preparation of the Financial Statements (as defined
in Section 2.5) and Exhibit 1.7(a) and Exhibit 1.3(a), including appropriate
closing adjustments as if the Closing were at a fiscal year end (provided that,
except as set forth on Exhibit 1.7(a), no liabilities or reserves reflected on
the Reference Balance Sheet shall be reduced or eliminated except by reason of a
payment or credit in the ordinary course of business and consistent with past
practice (except for the trade account accrual under ledger account 450-035
which shall be calculated in a manner consistent with GAAP and in the ordinary
course of business consistent with past practice). In order for Seller to
prepare the Closing Balance Sheet, Purchaser will provide to Seller and Seller's
employees, Seller's Accountant and other advisors prompt and full on-site access
as shall be reasonable under the circumstances to the personnel and books,
records, work papers and all other supporting accounting documents of the
Business (and shall provide copies of such books, records, work papers and other
supporting accounting documents as may be reasonably requested), to the extent
reasonably related to the preparation of the Closing Balance Sheet and the
calculation of the Closing Net Working Capital Amount. Purchaser acknowledges
that Seller will have primary responsibility for preparation of the Closing
Balance Sheet. Seller shall also give Purchaser and its representatives,
including Xxxxxx Xxxxxxxx LLP ("Purchaser's Accountant"), access to all work
papers and all other supporting
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accounting documents of the Business related to the preparation of the Closing
Balance Sheet. In addition, Purchaser and its representatives, including
Purchaser's Accountant, shall be entitled to ask questions, receive answers and
request such other data and information from Seller and Seller's Accountant as
shall be reasonable under the circumstances; provided, however, that
notwithstanding the foregoing, all questions and requests to Seller's Accountant
shall be made solely by Purchaser's Accountant. Seller shall also cause Seller's
Accountant to provide to Purchaser's Accountant access to work papers prepared
pursuant to the audit of the Closing Balance Sheet; provided, however, that such
access shall be in accordance with generally accepted auditing standards and the
policies of Seller's Accountant. For purposes of determining Net Working Capital
(and the related Closing Net Working Capital Amount), the accrual for vacation
benefits and vacation pay that would otherwise be recorded in ledger account
number 340.028 in the ordinary course consistent with past practice and in
accordance with GAAP shall be calculated and recorded in ledger account number
340.028 without regard to, and without reduction in respect of, any payments
made by any of Sellers, except that such accrual may be reduced by any one or
more of the following payments: (A) vacation payments made for vacation taken in
the ordinary course of business prior to the Closing Date; (B) vacation payments
made as a result of the termination of employment (whether by a Seller or an
employee of a Seller) of any employee of a Seller prior to May 11, 2001; or (C)
vacation payments made as a result of the termination by a Seller of the
employment of any employee of a Seller on or after May 11, 2001 for cause
(provided that an employee of a Seller agreeing to become a Transferred Employee
shall not constitute cause).
(b) Disputes. If Purchaser disagrees with the
calculation of the Closing Net Working Capital Amount, the Post-Retirement
Benefits Accrual or the Closing Vacation Accrual, as applicable, or any element
relevant thereto, it shall notify Seller of such disagreement in writing within
30 days after its receipt of the Closing Balance Sheet, which notice shall set
forth in reasonable detail the particulars of such disagreement. In the event
that Purchaser does not provide such a notice of disagreement within such 30-day
period or Purchaser affirmatively notifies Seller that it agrees with the
calculation of the Closing Net Working Capital Amount, the Post-Retirement
Benefits Accrual or the Closing Vacation Accrual, as applicable, Purchaser shall
be deemed to have accepted the Closing Balance Sheet and the calculation of the
Closing Net Working Capital Amount, the Post-Retirement Benefits Accrual or the
Closing Vacation Accrual, as applicable, delivered by Seller, which shall be
final, binding and conclusive for all purposes hereunder. In the event any such
notice of disagreement is timely provided by Purchaser, Purchaser and Seller
shall use their reasonable best efforts for a period of 30 days (or such longer
period as they may mutually agree) to resolve any disagreements with respect to
the calculation of the Closing Net Working Capital Amount, the Post-Retirement
Benefits Accrual or the Closing Vacation Accrual, as applicable. If, at the end
of such period, they are unable to resolve such disagreements in a written
agreement, then an independent accounting firm of nationally recognized standing
mutually selected by Seller and Purchaser (the "Auditor") shall resolve any
remaining disagreements. If Seller and Purchaser do not promptly agree on the
selection of the Auditor, which shall occur no later than 10 days after the end
of the 30-day period referred to above, then each such party shall select an
independent accounting firm of nationally recognized standing and such two
independent accounting firms shall jointly select the independent accounting
firm of nationally recognized standing to act as Auditor pursuant to this
Section 1.7(b). The Auditor shall determine (and written notice thereof shall be
given to Seller and Purchaser) as promptly as practicable, but in any event
within 30 days of the date on which
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such dispute is referred to the Auditor, based solely on written submissions
detailing the disputed items forwarded by Seller and Purchaser to the Auditor
within 10 days following the Auditor's selection, (x) whether the Closing
Balance Sheet was prepared in accordance with the standards set forth in this
Section 1.7 and (y) (only with respect to the disputed items submitted to the
Auditor) whether and to what extent (if any) the Closing Net Working Capital
Amount, the Post-Retirement Benefits Accrual or the Closing Vacation Accrual, as
applicable, determination requires adjustment. The parties shall share equally
the fees and expenses of the Auditor. The determination of the Auditor shall be
final, conclusive and binding on the parties, and the Auditor's determination of
(x) the amount of the Closing Net Working Capital Amount shall then be deemed to
be the Closing Net Working Capital Amount for purposes of Section 1.7(c), (y)
the amount of the Post-Retirement Benefits Accrual shall then be deemed to be
the Post-Retirement Benefits Accrual for purposes of Section 1.7(c) and (z) the
amount of the Closing Vacation Accrual shall then be the Closing Vacation
Accrual for purposes of Section 1.7(c). The Closing Balance Sheet as adjusted in
accordance with the resolution of any disagreement with respect thereto pursuant
to this Section 1.7, or, if no notice of disagreement is delivered to Seller by
Purchaser in accordance with this Section 1.7(b), as delivered by Seller to
Purchaser in accordance with Section 1.7(a), shall be respectively referred to
in this Agreement as the "Final Closing Balance Sheet."
(c) Payment. The date on which each of the Closing
Net Working Capital Amount, the Post-Retirement Benefits Accrual and the Closing
Vacation Accrual is accepted or finally determined in accordance with this
Section 1.7 is referred to as the "Determination Date," such accepted or finally
determined Closing Net Working Capital Amount is referred to as the "Final Net
Working Capital Amount," such accepted or finally determined Post-Retirement
Benefits Accrual is referred to as the "Final Post-Retirement Benefits Accrual,"
and such accepted or finally determined Closing Vacation Accrual is referred to
as the "Final Vacation Accrual." On the fifth Business Day following the
Determination Date, the following payments shall be made in immediately
available funds in dollars by wire transfer to an account specified by the
recipient prior to such date:
if the Final Net Working Capital Amount is less than
the Estimated Net Working Capital, an amount in immediately available
same day funds equal to such shortfall (the "Working Capital
Shortfall") will be remitted to Purchaser from the Escrow Account (as
defined in Section 1.12) in accordance with the terms of the Escrow
Agreement (as defined in Section 1.12), together with interest on the
Working Capital Shortfall at an annual rate equal to the prime rate of
interest calculated on a 365-day year (as quoted daily by the Wall
Street Journal) (the "Interest Rate") from the Closing Date to the date
of the payment of the Working Capital Shortfall to Purchaser
(collectively, the "Principal Amount"); provided, however, that in no
event shall Purchaser be entitled to receive, in the aggregate, funds
in excess of the amount held in the Escrow Account either pursuant to
this Section 1.7, pursuant to Section 4.17, pursuant to Section 8.9 or
pursuant to any other provision of this Agreement, and, provided
further, all payments to Purchaser pursuant to this Section 1.7(c)(i)
shall only be made by the Escrow Agent out of the Escrow Account;
if the Final Net Working Capital Amount is greater
than the Estimated Net Working Capital, Purchaser shall promptly pay to
Seller an amount equal
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to such excess, together with interest on such amount at the Interest
Rate from the Closing Date to the date of the payment of such amount to
Seller;
if the Final Post-Retirement Benefits Accrual is more
than $31,200,000, an amount in immediately available same day funds
equal to such excess (the "Post-Retirement Benefits Excess") will be
remitted to Purchaser from the Escrow Account in accordance with the
terms of the Escrow Agreement, together with interest on the
Post-Retirement Benefits Excess at an annual rate equal to the Interest
Rate from the Closing Date to the date of the payment of the
Post-Retirement Benefits Excess to Purchaser; provided, however, that
in no event shall Purchaser be entitled to receive, in the aggregate,
funds in excess of the amount held in the Escrow Account either
pursuant to this Section 1.7, pursuant to Section 4.17, pursuant to
Section 8.9 or pursuant to any other provision of this Agreement, and,
provided further, all payments to Purchaser pursuant to this Section
1.7 shall only be made by the Escrow Agent out of the Escrow Account;
and
if the Final Vacation Accrual is less than the
Estimated Vacation Accrual, an amount in immediately available same day
funds equal to the product (the "Vacation Accrual Deficiency") of such
deficiency multiplied by a fraction, the numerator of which shall be
the number of days lapsed during 2001 from (and including) January 1,
2001 to (and including) the Closing Date and the denominator of which
shall be 365, together with interest on the Vacation Accrual Deficiency
at an annual rate equal to the Interest Rate from the Closing Date to
the date of the payment of the Vacation Accrual Deficiency to Seller,
shall promptly be paid by Purchaser to Seller. If the Final Vacation
Accrual is more than the Estimated Vacation Accrual, an amount in
immediately available same day funds equal to the product (the
"Vacation Accrual Excess") of such excess multiplied by a fraction, the
numerator of which shall be the number of days lapsed during 2001 from
(and including) January 1, 2001 to (and including) the Closing Date and
the denominator of which shall be 365, together with interest on the
Vacation Accrual Excess at an annual rate equal to the Interest Rate
from the Closing Date to the date of the payment of the Vacation
Accrual Excess to Purchaser, shall be remitted to Purchaser from the
Escrow Account in accordance with the terms of the Escrow Agreement;
provided, however, that in no event shall Purchaser be entitled to
receive, in the aggregate, funds in excess of the amount held in the
Escrow Account either pursuant to this Section 1.7, pursuant to Section
4.17, pursuant to Section 8.9 or pursuant to any other provision of
this Agreement, and, provided, further, all payments to Purchaser
pursuant to this Section 1.7(c)(iv) shall only be made by the Escrow
Agent out of the Escrow Account.
(d) Purchaser and Seller agree that once each of the
Final Net Working Capital Amount, the Final Post-Retirement Benefits Accrual and
the Final Vacation Accrual is finally determined pursuant to this Section 1.7,
they will promptly prepare and send a written notice to the Escrow Agent, in
accordance with the terms and conditions of the Escrow Agreement, which states
(i) either (x) that the Principal Amount, if the Final Net Working Capital
Amount is less than the Estimated Net Working Capital, or (y) that Purchaser is
not entitled to receive any payment from the Escrow Fund pursuant to this
Section 1.7, if the Final Net Working Capital Amount is equal to or greater than
the Estimated Net Working Capital, (ii)
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the amount, if any, of the Post-Retirement Benefits Excess, and (iii) the
amount, if any, of the Vacation Accrual Excess.
(e) The parties acknowledge and agree that the
reserve for trade promotions and deductions contained in the Final Closing
Balance Sheet shall be the amount of such reserve finally determined in
accordance with this Section 1.7, and, accordingly, notwithstanding anything to
the contrary contained in this Agreement, Purchaser agrees that it will not, and
will not allow its Subsidiaries and Affiliates to, make any claims against
Seller or any of its Subsidiaries or Affiliates, with respect to such trade
promotions and deductions associated with trade promotions under any provision
of this Agreement or any Collateral Agreement, including any claim for a breach
of any representation, warranty, covenant or agreement contained in this
Agreement or any Collateral Agreement.
(f) Purchaser and Sellers agree that no entry in
excess of $500 per individual deduction or $10,000 in the aggregate per customer
remittance or any other entry will be made by Purchaser to the trade marketing
accrual account as included in the current liabilities accounts on the Closing
Balance Sheet unless it can be conclusively demonstrated to the staff of
Seller's Accountant that such entry is conclusively demonstrated to be a proper
charge against marketing programs which were in force as of the Closing Date.
(g) It is understood and agreed by Purchaser and
Sellers that in connection with the transfer of transaction processing from
Sellers to Purchaser for the revenue process Purchaser will obtain and retain
proper documentation for customer deductions and cash receipts which would be
available for Seller's Accountant to complete its audit in accordance with
generally accepted auditing standards of the trade marketing accrual and
accounts receivable components of Net Working Capital.
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EXHIBIT B
SCHEDULE OF PATENTS
PICKLES
PATENT NO. ISSUE DATE STATUS/
TITLE COUNTRY (APP. NO.) (APP. DATE) OWNER OF RECORD COMMENTS
Container Filling and Sealing System United States 5,195,294 3/23/1993 Vlasic Foods Issued
International, Inc.
Container Filling and Sealing System United States 5,195,298 3/23/1993 Vlasic Foods Issued
International, Inc.
Container Filling and Sealing System Canada 2,059,440 7/06/1996 Vlasic Foods Issued
International, Inc.
Process for Packaging Acidified Vegetable United States 5,151,286 9/29/1992 Vlasic Foods Issued
[Quick Brine Equalization Method and Product] International, Inc.
Quick Brine Equalization Method and Product Canada 2,083,491 2/18/1997 Vlasic Foods Issued
International, Inc.
Quick Brine Equalization Method and Product Spain 2,076,852 7/1/1996 Vlasic Foods Issued
International, Inc.
Method for Preserving Foods at Ambient Australia 689109 3/26/1998 Vlasic Foods Issued
Temperatures Without Preservatives International, Inc.
Method for Preserving Foods at Ambient Austria 198974 1/31/2001 Vlasic Foods Issued
Temperatures Without Preservatives International, Inc.
Method for Preserving Foods at Ambient Belgium 700252 1/31/2001 Vlasic Foods Issued
Temperatures Without Preservatives International, Inc.
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PATENT NO. ISSUE DATE STATUS/
TITLE COUNTRY (APP. NO.) (APP. DATE) OWNER OF RECORD COMMENTS
Method for Preserving Foods at Ambient Canada 2,161,335 11/07/1997 Vlasic Foods Issued
Temperatures Without Preservatives International, Inc.
Method for Preserving Foods at Ambient Denmark 700252 1/31/2001 Vlasic Foods Issued
Temperatures Without Preservatives International, Inc.
Method for Preserving Foods at Ambient France 700252 1/31/2001 Vlasic Foods Issued
Temperatures Without Preservatives International, Inc.
Method for Preserving Foods at Ambient Germany 700252 1/31/2001 Vlasic Foods Issued
Temperatures Without Preservatives International, Inc.
Method for Preserving Foods at Ambient Greece 700252 1/31/2001 Vlasic Foods Issued
Temperatures Without Preservatives International, Inc.
Method for Preserving Foods at Ambient Ireland 700252 1/31/2001 Vlasic Foods Issued
Temperatures Without Preservatives International, Inc.
Method for Preserving Foods at Ambient Italy 700252 1/31/2001 Vlasic Foods Issued
Temperatures Without Preservatives International, Inc.
Method for Preserving Foods at Ambient Japan 0000000 6/4/1999 Vlasic Foods Issued
Temperatures Without Preservatives International, Inc.
Method for Preserving Foods at Ambient Luxembourg 700252 1/31/2001 Vlasic Foods Issued
Temperatures Without Preservatives International, Inc.
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PATENT NO. ISSUE DATE STATUS/
TITLE COUNTRY (APP. NO.) (APP. DATE) OWNER OF RECORD COMMENTS
Method for Preserving Foods at Ambient Monaco 700252 1/31/2001 Vlasic Foods Issued
Temperatures Without Preservatives International, Inc.
Method for Preserving Foods at Ambient Netherlands 700252 1/31/2001 Vlasic Foods Issued
Temperatures Without Preservatives International, Inc.
Method for Preserving Foods at Ambient Portugal 700252 1/31/2001 Vlasic Foods Issued
Temperatures Without Preservatives International, Inc.
Method for Preserving Foods at Ambient Spain 700252 1/31/2001 Vlasic Foods Issued
Temperatures Without Preservatives International, Inc.
Method for Preserving Foods at Ambient Sweden 700252 1/31/2001 Vlasic Foods Issued
Temperatures Without Preservatives International, Inc.
Method for Preserving Foods at Ambient Switzerland/ 700252 1/31/2001 Vlasic Foods Issued
Temperatures Without Preservatives Liechtenstein International, Inc.
Method for Preserving Foods at Ambient United Kingdom 700252 1/31/2001 Vlasic Foods Issued
Temperatures Without Preservatives International, Inc.
System for Sorting Pickle Chips and the Like Canada 2,050,006 10/31/1995 Vlasic Foods Issued
International, Inc.
System for Sorting Pickle Chips and the Like United States 5,154,298 10/13/1992 Vlasic Foods Expired
International, Inc. 12/19/2000-
failure to pay
maintenance fee
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PATENT NO. ISSUE DATE STATUS/
TITLE COUNTRY (APP. NO.) (APP. DATE) OWNER OF RECORD COMMENTS
Heat Treatment Temperature Indicating Food United States 4,388,332 06/14/1983 Vlasic Foods Will Expire
Package and Process for Providing Same International, Inc. September
15, 0000
Xxxxxx xx Xxxxxx Xxxxx Xxxxxxx Xxxxxx Xxxxxx 4,547,389 10/15/85 Vlasic Foods Expired
International, Inc. 10/15/97
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SCHEDULE OF PATENTS
FROZEN FOODS
COUNTRY TITLE OF PATENT PATENT NO. ISSUE DATE RECORD OWNER COMMENTS
(APPLN. NO.) (FILING DATE)
US PROCESS FOR FRYING CHICKEN PARTS 4342788 08/03/82 VLASIC FOODS ISSUED
(206900) (11/14/80) INTERNATIONL, INC.
US BROWNABLE DOUGH FOR MICROWAVE 44478791 05/15/84 VLASIC FOODS ISSUED
COOKING (323086) (11/19/81) INTERNATIONAL, INC.
CANADA BROWNABLE DOUGH FOR MICROWAVE 1192436 08/27/85 VLASIC FOODS ISSUED
COOKING (415722) (11/17/82) INTERNATIONAL, INC.
US PRODUCTION OF LOW CHOLESTEROL 5092964 03/31/92 VLASIC FOODS ISSUED
BUTTER OIL VAPOR SPARGING (305712) (02/03/89) INTERNATIONAL, INC.
US PRODUCTION OF LOW-CHOLESTEROL MILK 4997668 03/05/91 VLASIC FOODS ISSUED
FAT BY SOLVENT EXTRACTION (05/02/89) (346676) INTERNATIONAL, INC.
US COMPOSITE MATERIAL FOR MICROWAVE 5300747 04/05/94 VLASIC FOODS ISSUED
HEATING CONTAINER AND CONTAINER (763235) (09/20/91) INTERNATIONAL, INC.
FORMED THEREFROM
US A PIE HAVING A MICROWAVE BROWNABLE 4917907 04/17/90 VLASIC FOODS ISSUED
CRUST AND METHOD OF BAKING SAME (085373) (08/14/87) INTERNATIONAL, INC.
US METHOD FOR REMOVING CHOLESTEROL 5091203 04/12/94 VLASIC FOODS ISSUED
FROM EGGS (07/937404) (08/31/92) INTERNATIONAL, INC.
B-5
16
COUNTRY TITLE OF PATENT PATENT NO. ISSUE DATE RECORD OWNER COMMENTS
(APPLN. NO.) (FILING DATE)
US METHOD FOR REMOVING CHOLESTEROL 5302405 04/12/94 VLASIC FOODS ISSUED
AND FAT FROM EGG YOLK BY CHELATION (07/937404) (08/31/92) INTERNATIONAL, INC.
AND REDUCED-CHOLESTEROL EGG PRODUCT
US FREE FATTY ACID REMOVAL FROM USED 5560950 10/01/96 VLASIC FOODS EXPIRED
FRYING FAT (08/455682) (05/31/95) INTERNATIONAL, INC. 10-01-00
US MICROWAVE BROWNABLE POTATO (09/468,120) (12/21/199) VLASIC FOODS PENDING
COMPOSITION INTERNATIONAL, INC.
CANADA MICROWAVE BROWNABLE POTATO (2,314,388) (7/21/00) VLASIC FOODS PENDING
COMPOSITION INTERNATIONAL, INC.
B-6
17
EXHIBIT C
(v)
1. Seller initiated opposition proceedings against three applications for
VLASIC in the Dominican Republic.
2. Seller evaluating opposition against USTM application for JUMP INTO AN
OPEN GRAVE BBQ SAUCE.
3. Demand letter to Xxxxx Brothers requesting cessation of the use of the
trademark SANDWICH STACKERS dated January 23, 2001.
4. As disclosed in the Vlasic Data Room at III.B.3.b.(ii):
Seller has asked for an extension of time to file an opposition against
USTM application for HEALTHY START.
5. Seller filed cancellation action against USTM registration for EARLY
STARTS.
6. On or about May 14, 2001, Seller learned that Chef America, Inc. filed
a Community Trademarks application for the trademark HOT POCKETS in
International Classes 29, 30 and 35.
C-1
