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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 25, 1995
UNITED FOODS, INC.
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(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 1-8574 74-1264568
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(State or other jurisdiction of incorporation) (Commission File (I.R.S. Employer
Number) Identification No.)
TEN PICTSWEET DRIVE, BELLS, TENNESSEE 38006
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(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: 901/422-7600
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On August 25, 1995, the Registrant's Board of Directors approved the
execution, delivery and performance by the Registrant of the Stock
Purchase and Standstill Agreements attached as Exhibits 2.1 and 2.2
hereto.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND
EXHIBITS
Exhibits:
2.1 Stock Purchase and Standstill Agreement, dated August 25,
1995, by and between the Registrant and The Baupost Group,
Inc.
2.2 Stock Purchase and Standstill Agreement, dated August 25,
1995, by and between the Registrant and The Baupost Fund.
99 Press Release issued by the Registrant on August 28, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNITED FOODS, INC.
Date: September 5, 1995 By: /s/ C. W. Gruenewald, II
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Title: Senior Vice President,
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Chief Financial Officer & Treasurer
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EXHIBIT INDEX
NO. ITEM
--- ----
2.1 Stock Purchase and Standstill Agreement, dated August 25,
1995, by and among the Registrant and The Baupost Group, Inc.
2.2 Stock Purchase and Standstill Agreement, dated August 25,
1995, by and among the Registrant and The Baupost Fund.
99 Press Release issued by the Registrant on August 28, 1995.
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EXHIBIT 2.1
STOCK PURCHASE AND STANDSTILL AGREEMENT
STOCK PURCHASE AND STANDSTILL AGREEMENT, dated as of August 25, 1995,
by and between UNITED FOODS, INC., a Delaware corporation (the "Company"), and
THE BAUPOST GROUP, INC., a Massachusetts corporation (the "Seller").
RECITALS
The Seller owns, of record, as of the date hereof and as of the
Closing Date (as hereinafter defined) 692,169 shares of Class A Common Stock,
par value $1.00 per share, of the Company (the "Class A Common Stock") and
154,100 shares of Class B Common Stock, par value $1.00 per share, of the
Company (the "Class B Common Stock" and, together with the Class A Common
Stock, the "Common Stock").
The Seller wishes to sell to the Company, and the Company wishes to
purchase from the Seller, on the terms and for the consideration set forth
herein, all shares of Common Stock owned by the Seller on the Closing Date.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Purchase and Sale of the Shares. Subject to the terms and
conditions set forth in this Agreement, on the Closing Date, the Seller will
sell to the Company, and the Company will purchase from the Seller, all shares
of Common Stock owned beneficially or of record by the Seller as of the date
hereof and as of the Closing Date (the "Shares") for a purchase price of two
dollars and twenty-five cents ($2.25) per share (the "Purchase Price"). The
Seller hereby represents to the Company that the Shares consist solely of
692,169 shares of Class A Common Stock and 154,100 shares of Class B Common
Stock. Subject to the terms and conditions set forth in this Agreement, on the
Closing Date, the Seller will deliver to the Company stock certificates duly
endorsed for transfer, or accompanied by stock transfer powers duly executed in
blank, representing all of the Shares, and the Company will deliver to the
Seller cash in the amount of one million, nine hundred four thousand, one
hundred five dollars and twenty-five cents ($1,904,105.25) by wire transfer of
immediately available funds to an account designated by the Seller, in full
payment of the Purchase Price.
2. Closing. Subject to the terms and conditions set forth in this
Agreement, the closing of the transactions contemplated by this Agreement shall
take place at the offices of Bass, Berry & Sims, First American Center,
Nashville, Tennessee 37238 on the 31st day of October, 1995, or such other date
mutually agreed upon by the Company and the Seller (such 31st day of October,
1995 or, if so agreed, such other date, the "Closing Date").
3. Representations and Warranties of the Seller. As a condition to the
entry into this Agreement and as part of the consideration bargained for by the
Company, the Seller hereby represents and warrants to the Company as of the
date hereof and as of the Closing Date as follows:
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(a) The Seller is a corporation duly organized, validly
existing and in good standing under the laws of the
Commonwealth of Massachusetts;
(b) The Seller has full corporate power and authority to
enter into this Agreement and perform its obligations
hereunder;
(c) This Agreement has been duly executed and delivered by
the Seller and is valid and binding on the Seller in
accordance with its terms;
(d) The Seller owns of record, free and clear of any liens,
security interests, pledge agreements, restrictions,
refusal rights, options, voting agreements, proxies,
other third party rights, conditional sales agreements or
encumbrances of any kind (other than the restrictions set
forth in this Agreement) all of the Shares, and the
beneficial owners of the Shares are all accounts of the
Seller as to which the Seller has discretionary
investment authority, including the power to transfer the
Shares as provided in this Agreement;
(e) None of the Shares were purchased by the Seller within
the six months immediately prior to the date hereof and
the Seller has not made any other purchases of any
securities of the Company within such six month period;
and
(f) Except for the Shares, the Seller owns no shares of
capital stock or other securities of the Company and is
not party to any agreement (other than this Agreement)
with respect to the Shares or any other shares of capital
stock or other securities of the Company.
4. Representations and Warranties of the Company. As a condition
to the entry into this Agreement and as part of the consideration bargained for
by the Seller, the Company hereby represents and warrants to the Seller as of
the date hereof and as of the Closing Date as follows:
(a) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State
of Delaware; and
(b) This Agreement has been duly executed and delivered by
the Company and is valid and binding on the Company in
accordance with its terms, subject to the approval of the
Company's Board of Directors as provided in Section
5(a)(iii) of this Agreement.
5. Conditions to Closing.
(a) The obligations of the Company to purchase the Shares
from the Seller on the Closing Date are subject to the
fulfillment of the following conditions:
(i) Receipt by the Company of stock certificates
representing the Shares, duly endorsed for transfer
or accompanied by stock powers duly executed in
blank as provided Section 1 of this Agreement;
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(ii) Receipt by the Company of a certificate of an
officer of the Seller, certifying the accuracy of
the Seller's representations in this Agreement;
(iii) Approval of this Agreement by the Company's Board
of Directors; and
(iv) Receipt by the Company of the consent of its lenders
to the transactions contemplated by this Agreement.
In the event that the Company's Board of Directors votes against the
approval of this Agreement, the Company may terminate this Agreement without
any liability on the part of the Company, by giving written notice to the
Seller by September 15th, 1995. In the event that either of the conditions set
forth in Section 5(a)(iii) or 5(a)(iv) of this Agreement have not been
fulfilled by September 15, 1995, the Seller may terminate this Agreement
without any liability on the part of the Seller or the Company by giving
written notice to the Company. In the event that either of the conditions set
forth in Section 5(a)(iii) or 5(a)(iv) of this Agreement have not been
fulfilled by October 31, l995 (or any subsequent date as to which the Seller
and the Company may hereafter agree in writing), this Agreement shall terminate
automatically without any liability on the part of the Company.
(b) The obligations of the Seller to sell the Shares to the
Company on the Closing Date are subject to the
fulfillment of the following conditions:
(i) Receipt by the Seller of the Purchase Price as
provided in Section 1 of this Agreement; and
(ii) Receipt by the Seller of a certificate of an officer
of the Company certifying the accuracy of the
Company's representations in this Agreement.
6. Restrictions on Other Transactio. Until the fifth
anniversary of the Closing Date, neither the Seller nor any of its Affiliates
(as hereinafter defined) will, directly or indirectly:
(a) Acquire, or offer or propose to acquire, beneficial
ownership of any shares of Common Stock or other
securities of the Company;
(b) Solicit proxies, seek to induce any other person, firm,
corporation or other entity to solicit proxies, or become
a "participant" in a "solicitation" of proxies, as those
terms are defined in Item 4 of Schedule 14A and Rule
14a-1 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), in respect of any shares of
capital stock of the Company or call any stockholders
meeting or initiate or propose, or otherwise solicit
stockholders of the Company to approve or disapprove, any
stockholder proposal;
(c) Enter into any stockholders' agreement or other agreement
of similar effect or deposit any securities in a voting
trust or subject such securities to a
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voting trust agreement or any other agreement of similar
effect with respect to the Company;
(d) Execute a written consent of stockholders of the Company
for any purpose;
(e) Take any action (or permit any investment banker,
attorney, accountant or any other representative retained
by the Seller or any of its Affiliates to take any action
on behalf of the Seller or any of its Affiliates),
directly or indirectly, to (i) acquire or affect control
of the Company, (ii) participate in or affect the
management of the Company, (iii) participate in, or
encourage the formation of, any Group (as defined in Rule
13d-5 under the Exchange Act) with respect to any shares
of capital stock of the Company or (iv) initiate contact
with any person or entity in an effort to solicit,
encourage or assist that person or entity in any proposal
for a merger or other business combination involving the
Company or for the acquisition of any of the Company's
equity or any of the Company's assets; or
(f) Enter into any oral or written contract, arrangement or
understanding (including, without limitation, any
contract, arrangement or understanding referred to in
Item 6 of Schedule 13D under the Exchange Act) with
respect to any of the foregoing.
For purposes of this Agreement, the term "Affiliates" means (a) any
officer or director of the Seller, (b) any person or entity that directly, or
indirectly through one or more intermediaries, controls, or is controlled by,
or is under common control with the Seller, (c) any membeof the immediate
family of any person referred to in clauses (a) or (b) of this sentence, or (d)
any person or entity that owns, directly or indirectly through one or more
intermediaries, more than ten percent (10%) of the outstanding shares of common
stock of the Seller or any entity referred to in clause (b) of this sentence.
7. Seller's Right to Terminate. In the event that between the date
hereof and the Closing Date there occurs (i) the announcement or making of a
tender offer for the Common Stock, or (ii) a merger, acquisition or other
corporate transaction involving the Company (other than the transaction
contemplated by this Agreement), the Seller may terminate this Agreement
without any liability on the part of the Seller or the Company by giving
written notice to the Company
8. Assignment; Benefit. This Agreement and all of the provisions
hereof shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, assigns, executors, administrators or
successors. Neither the Company nor the Seller shall assign its respective
rights or obligations under this Agreement without the written consent of the
other party.
9. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING
REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.
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10. Notices. All notices or other communications required or
permitted hereunder shall be in writing and shall be deemed given or delivered
when delivered personally or when sent by registered or certified mail or by
private courier addressed as follows:
If to the Company, to:
United Foods, Inc.
Ten Pictsweet Drive
Bells, Tennessee 38006
Attention: James I. Tankersley
With a copy to:
Bass, Berry & Sims
2700 First American Center
Nashville, Tennessee 37228
Attention: James H. Cheek III
If to the Seller, to
The Baupost Group, Inc.
44 Brattle Street
P.O. Box 389125
Cambridge, Massachusetts 02238-9125
Attention: Seth Klarman
With a copy to:
Ropes & Gray
1 International Place
Boston, MA 02110
Attention: Gregory D. Sheehan
or to such other address as such party may indicate by a notice delivered to
the other party hereto.
11. Entire Agreement; Integration. This Agreement supersedes all
prior agreement between or among any of the parties hereto with respect to the
subject matter contained herein and therein, and such agreement embody the
entire understanding among the parties relating to such subject matter.
12. Injunctive Relief. Each of the parties hereto acknowledges
that in the event of a breach by any of them of any material provision of this
Agreement, the aggrieved party may be without an adequate remedy at law. Each of
the parties therefore agrees that in the event of such a breach hereof the
aggrieved party may elect to institute and prosecute proceedings in any court of
competent jurisdiction to enforce specific performance or to enjoin the
continuing breach hereof. By seeking or obtaining any such relief, the aggrieved
party shall nobe precluded from seeking or obtaining any other relief to which
it may be entitled.
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13. Section Headings. Section headings are for convenience of
reference only and shall not affect the meaning of any provision of this
Agreement.
14. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, and all of which shall
together constitute one and the same instrument. All signatures need not be on
the same counterpart.
15. Severability. If any provision of this Agreement shall be
invalid or unenforceable, such invalidity or unenforceability shall not affect
the validity and enforceability of the remaining provisions of this Agreement,
unless the result thereof would be unreasonable, in which case the parties
hereto shall negotiate in good faith as to appropriate amendments hereto.
16. Brokerage. Each party hereby represents to the other party that
there are no claims for any finder's fee, brokerage fee or other like payments
in connection with this Agreement or the transactions contemplated hereby
arising from the action of such party and hereby agrees to hold the other party
harmless from, and indemnify the other party against, any such claims that may
arise.
17. Amendment and Waiver. This Agreement may be amended, and the
observance of any term hereof may be waived, with (and only with) the written
consent of the Company and the Seller.
18. Attorney's Fees. In any action or proceeding brought to enforce
any provision of this Agreement, or where any provision hereof is validly
asserted as a defense, the successful party shall be entitled to recover
reasonable attorneys' fees (including any fees incurred in any appeal) in
addition to its costs and expenses and any other available remedy.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the date first written above.
UNITED FOODS, INC.
By: /s/ James I. Tankersley
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Its: Chairman
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THE BAUPOST GROUP, INC.
By: /s/ Seth A. Klarman
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Its: President
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EXHIBIT 2.2
STOCK PURCHASE AND STANDSTILL AGREEMENT
STOCK PURCHASE AND STANDSTILL AGREEMENT, dated as of August 25, 1995,
by and between UNITED FOODS, INC., a Delaware corporation (the "Company"), and
THE BAUPOST FUND, a Massachusetts business trust (the "Seller").
RECITALS
The Seller owns, of record, as of the date hereof and as of the
Closing Date (as hereinafter defined) 139,000 shares of Class A Common Stock,
par value $1.00 per share, of the Company (the "Class A Common Stock") and
27,300 shares of Class B Common Stock, par value $1.00 per share, of the
Company (the "Class B Common Stock" and, together with the Class A Common
Stock, the "Common Stock").
The Seller wishes to sell to the Company, and the Company wishes to
purchase from the Seller, on the terms and for the consideration set forth
herein, all shares of Common Stock owned by the Seller on the Closing Date.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Purchase and Sale of the Shares. Subject to the terms and
conditions set forth in this Agreement, on the Closing Date, the Seller will
sell to the Company, and the Company will purchase from the Seller, all shares
of Common Stock owned beneficially or of record by the Seller as of the date
hereof and as of the Closing Date (the "Shares") for a purchase price of two
dollars and twenty-five cents ($2.25) per share (the "Purchase Price"). The
Seller hereby represents to the Company that the Shares consist solely of
139,000 shares of Class A Common Stock and 27,300 shares of Class B Common
Stock. Subject to the terms and conditions set forth in this Agreement, on the
Closing Date, the Seller will deliver to the Company stock certificates duly
endorsed for transfer, or accompanied by stock transfer powers duly executed in
blank, representing all of the Shares, and the Company will deliver to the
Seller cash in the amount of three hundred seventy-four thousand, one hundred
seventy-five dollars ($374,175) by wire transfer of immediately available funds
to an account designated by the Seller, in full payment of the Purchase Price.
2. Closing. Subject to the terms and conditions set forth in this
Agreement, the closing of the transactions contemplated by this Agreement shall
take place at the offices of Bass, Berry & Sims, First American Center,
Nashville, Tennessee 37238 on the 31st day of October, 1995, or such other date
mutually agreed upon by the Company and the Seller (such 31st day of October,
1995 or, if so agreed, such other date, the "Closing Date").
3. Representations and Warranties of the Seller. As a condition
to the entry into this Agreement and as part of the consideration bargained for
by the Company, the Seller hereby represents and warrants to the Company as of
the date hereof and as of the Closing Date as follows:
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(a) The Seller is a business trust duly organized, validly
existing and in good standing under the laws of the
Commonwealth of Massachusetts;
(b) The Seller has full corporate power and authority to
enter into this Agreement and perform its obligations
hereunder;
(c) This Agreement has been duly executed and delivered by
the Seller and is valid and binding on the Seller in
accordance with its terms;
(d) The Seller owns of record, free and clear of any liens,
security interests, pledge agreements, restrictions,
refusal rights, options, voting agreements, proxies,
other third party rights, conditional sales agreements or
encumbrances of any kind (other than the restrictions set
forth in this Agreement) all of the Shares, and the
beneficial owners of the Shares are all accounts of the
Seller as to which the Seller has discretionary
investment authority, including the power to transfer the
Shares as provided in this Agreement;
(e) None of the Shares were purchased by the Seller within
the six months immediately prior to the date hereof and
the Seller has not made any other purchases of any
securities of the Company within such six month period;
and
(f) Except for the Shares, the Seller owns no shares of
capital stock or other securities of the Company and is
not party to any agreement (other than this Agreement)
with respect to the Shares or any other shares of capital
stock or other securities of the Compa.
4. Representations and Warranties of the Company. As a condition
to the entry into this Agreement and as part of the consideration bargained for
by the Seller, the Company hereby represents and warrants to the Seller as of
the date hereof and as of the Closing Date as follows:
(a) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State
of Delaware; and
(b) This Agreement has been duly executed and delivered by
the Company and is valid and binding on the Company in
accordance with its terms, subject to the approval of the
Company's Board of Directors as provided in Section
5(a)(iii) of this Agreement.
5. Conditions to Closing.
(a) The obligations of the Company to purchase the Shares
from the Seller on the Closing Date are subject to the
fulfillment of the following conditions:
(i) Receipt by the Company of stock certificates
representing the Shares, duly endorsed for transfer
or accompanied by stock powers duly executed in
blank as provided Section 1 of this Agreement;
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(ii) Receipt by the Company of a certificate of an
officer of the Seller, certifying the accuracy of
the Seller's representations in this Agreement;
(iii) Approval of this Agreement by the Company's Board
of Directors; and
(iv) Receipt by the Company of the consent of its
lenders to the transactions contemplated by this
Agreement.
In the event that the Company's Board of Directors votes against the
approval of this Agreement, the Company may terminate this Agreement without
any liability on the part of the Company, by giving written notice to the
Seller by September 15th, 1995. In the event that either of the conditions set
forth in Section 5(a)(iii) or 5(a)(iv) of this Agreement have not been
fulfilled by September 15, 1995, the Seller may terminate this Agreement
without any liability on the part of the Seller or the Company by giving
written notice to the Company. In the event that either of the conditions set
forth in Section 5(a)(iii) or 5(a)(iv) of this Agreement have not been
fulfilled by October 31, l995 (or any subsequent date as to which the Seller
and the Company may hereafter agree in writing), this Agreement shall terminate
automatically without any liability on the part of the Company.
(b) The obligations of the Seller to sell the Shares to the
Company on the Closing Date are subject to the
fulfillment of the following conditions:
(i) Receipt by the Seller of the Purchase Price as
provided in Section 1 of this Agreement; and
(ii) Receipt by the Seller of a certificate of an
officer of the Company certifying the accuracy of
the Company's representations in this Agreement.
6. strictions on Other Transactions. Until the fifth
anniversary of the Closing Date, neither the Seller nor any of its Affiliates
(as hereinafter defined) will, directly or indirectly:
(a) Acquire, or offer or propose to acquire, beneficial
ownership of any shares of Common Stock or other
securities of the Company;
(b) Solicit proxies, seek to induce any other person, firm,
corporation or other entity to solicit proxies, or become
a "participant" in a "solicitation" of proxies, as those
terms are defined in Item 4 of Schedule 14A and Rule
14a-1 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), in respect of any shares of
capital stock of the Company or call any stockholders
meeting or initiate or propose, or otherwise solicit
stockholders of the Company to approve or disapprove, any
stockholder proposal;
(c) Enter into any stockholders' agreement or other agreement
of similar effect or deposit any securities in a voting
trust or subject such securities to a voting trust
agreement or any other agreement of similar effect with
respect to the Company;
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(d) Execute a written consent of stockholders of the Company
for any purpose;
(e) Take any action (or permit any investment banker,
attorney, accountant or any other representative retained
by the Seller or any of its Affiliates to take any action
on behalf of the Seller or any of its Affiliates),
directly or indirectly, to (i) acquire or affect control
of the Company, (ii) participate in or affect the
management of the Company, (iii) participate in, or
encourage the formation of, any Group (as defined in Rule
13d-5 under the Exchange Act) with respect to any shares
of capital stock of the Company or (iv) initiate contact
with any person or entity in an effort to solicit,
encourage or assist that person or entity in any proposal
for a merger or other business combination involving the
Company or for the acquisition of any of the Company's
equity or any of the Company's assets; or
(f) Enter into any oral or written contract, arrangement or
understanding (including, without limitation, any
contract, arrangement or understanding referred to in
Item 6 of Schedule 13D under the Exchange Act) with
respect to any of the foregoing.
For purposes of this Agreement, the term "Affiliates" means (a) any
officer or director of the Seller, (b) any person or entity that directly, or
indirectly through one or more intermediaries, controls, or is controlled by,
or is under common control with the Seller, (c) any member of the immediate
family of any person referred to in clauses (a) or (b) of this sentence, or (d)
any person or entity that owns, directlor indirectly through one or more
intermediaries, more than ten percent (10%) of the outstanding shares of common
stock of the Seller or any entity referred to in clause (b) of this sentence.
7. Seller's Right to Terminate. In the event that between the date
hereof and the Closing Date there occurs (i) the announcement or making of a
tender offer for the Common Stock, or (ii) a merger, acquisition or other
corporate transaction involving the Company (other than the transaction
contemplated by this Agreement), the Seller may terminate this Agreement
without any liability on the part of the Seller or the Company by giving
written notice to the Company.
8. Assignment; Benefit. This Agreement and all of the provisions
hereof shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, assigns, executors, administrators or
successors. Neither the Company nor the Seller shall assign its respective
rights or obligations under this Agreement without the written consent of the
other party.
9. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING
REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.
10. Notices. All notices or other communications required or
permitted hereunder shall be in writing and shall be deemed given or delivered
when delivered personally or when sent by registered or certified mail or by
private courier addressed as follows:
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If to the Company, to:
United Foods, Inc.
Ten Pictsweet Drive
Bells, Tennessee 38006
Attention: James I. Tankersley
With a copy to:
Bass, Berry & Sims
2700 First American Center
Nashville, Tennessee 37228
Attention: James H. Cheek III
If to the Seller, to
The Baupost Fund
44 Brattle Street
P.O. Box 389125
Cambridge, Massachusetts 02238-9125
Attention: Seth Klarman
With a copy to:
Ropes & Gray
1 International Place
Boston, MA 02110
Attention: Gregory D. Sheehan
or to such other address as such party may indicate by a notice delivered to
the other party hereto.
11. Entire Agreement; Integration. This Agreement supersedes all
prior agreement between or among any of the parties hereto with respect to the
subject matter contained herein and therein, and such agreement embody the
entire understanding among the parties relating to such subject matter.
12. Injunctive Relief. Each of the parties hereto acknowledges
that in the event of a breach by any of them of any material provision of this
Agreement, the aggrieved party may be without an adequate remedy at law. Each of
the parties therefore agrees that in the event of such a breach hereof the
aggrieved party may elect to institute and prosecute proceedings in any court of
competent jurisdiction to enforce specific performance or to enjoin the
continuing breach hereof. By seeking or obtaining any such relief, the aggrieved
party shall not be precluded from seeking or obtaining any other relief to which
it may be entitled.
13. Section Headings. Section headings are for convenience of
reference only and shall not affect the meaning of any provision of this
Agreement.
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14. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, and all of which shall
together constitute one and the same instrument. All signatures need not be on
the same counterpart.
15. Severability. If any provision of this Agreement shall be
invalid or unenforceable, such invalidity or unenforceability shall not affect
the validity and enforceability of the remaining provisions of this Agreement,
unless the result thereof would be unreasonable, in which case the parties
hereto shall negotiate in good faith as to appropriate amendments hereto.
16. Brokerage. Each party hereby represents to the other party that
there are no claims for any finder's fee, brokerage fee or other like payments
in connection with this Agreement or the transactions contemplated hereby
arising from the action of such party and hereby agrees to hold the other party
harmless from, and indemnify the other party against, any such claims that may
arise.
17. Amendment and Waiver. This Agreement may be amended, and the
observance of any term hereof may be waived, with (and only with) the written
consent of the Company and the Seller.
18. Attorney's Fees. In any action or proceeding brought to enforce
any provision of this Agreement, or where any provision hereof is validly
asserted as a defense, the successful party shall be entitled to recover
reasonable attorneys' fees (including any fees incurred in any appeal) in
addition to its costs and expenses and any other available remedy.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the date first written above.
UNITED FOODS, INC.
By: /s/ James I. Tankersley
------------------------------
Its: Chairman
------------------------------
THE BAUPOST FUND
By: /s/ Seth A. Klarman
------------------------------
Its: President
------------------------------
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EXHIBIT 99
FOR IMMEDIATE RELEASE
August 28, 1995
UNITED FOODS, INC.
TEN PICTSWEET DRIVE
BELLS, TENNESSEE 38006-0119
TELEPHONE (901) 422-7600
CONTACT: Daniel B. Tankersley
United Foods, Inc. (AMEX: UFDA and UFDB) announced today that it has
agreed to purchase 831,169 shares (or approximately 14%) of its Class A Common
Stock and 181,400 shares (or approximately 3%) of its Class B Common Stock from
The Baupost Group, Inc. and The Baupost Fund, for a purchase price of $2.25 per
share or total of $2,278,280.25 in cash. The transaction is subject to the
approval of the Company's lenders and is expected to close on October 31, 1995.
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