Koninklijke Wessanen nv

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Koninklijke Wessanen nv

Prof. E.M. Meijerslaan 2
Post Office Box 410
1180 AK Amstelveen
The Netherlands
Telephone: (020) 547 95 47
Fax: (020) 547 95 01
Website: http://www.wessanen.com

Public Company
Incorporated: 1913 as N.V. Verenigde Fabrieken Wessanen and Laan
Employees: 11,237
Sales: EUR 2.83 billion ($2.97 billion) (2002)
Stock Exchanges: Amsterdam
Ticker Symbol: WES
NAIC: 311230 Breakfast Cereal Manufacturing; 311320 Chocolate and Confectionery Manufacturing from Cacao Beans; 311411 Frozen Fruit, Juice, and Vegetable Manufacturing; 311412 Frozen Specialty Food Manufacturing; 311421 Fruit and Vegetable Canning; 311999 All Other Miscellaneous Food Manufacturing; 422410 General Line Grocery Wholesalers; 551112 Offices of Other Holding Companies

Based in the Netherlands, Koninklijke Wessanen nv is a distributor, marketer, and manufacturer of food products in Europe, the United States, and Canada. The company is a major distributor of natural and specialty foods in both North America and Europe, with its North American operations in this area including Tree of Life, Gourmet Award Foods, and Liberty Richter and its European operations including Distriborg Groupe, Corposan, Boas, and Natudis. On the manufacturing side, Wessanen produces fruit juices and nonalcoholic cocktail mixes through the U.S.-based American Beverage Corporation; private-label cereal products in the United Kingdom, France, and the Netherlands through Dailycer, a Dutch subsidiary; and chocolate sprinkles and flakes through another Dutch firm, Delicia. The company’s convenience food group produces and sells frozen snack foods and meal components under such brands as Beckers, Gelderland, Kemper, and Vegeta, with the main markets being the Netherlands, Belgium, and Germany. Founded more than 235 years ago, Wessanen has evolved from a local seed trader into a complex, multinational food company emphasizing products that promote “wellness.”

Seed Trading Origins

On March 22, 1765, cheese merchant Adriaan Wessanen and his 20-year-old nephew Dirk Laan established Wessanen and Laan, with a capital of Dfl 12,000. The company originally traded in a variety of seeds and grains. In 1789, nearly 25 years after the company began, Adriaan Wessanen retired and Dirk Laan took control of the company. The company continued to prosper, eventually becoming active in the milling of various grains.

When Laan himself died in 1791, his son Remmert became head of the company. Remmert Laan faced new challenges. The French under Napoleon dominated the European continent by the early 1800s, and Holland was part of the French Empire, which was at war with the British, among others. Britain’s navy was a serious barrier to Dutch ships carrying raw materials to the Netherlands from its colonies and transporting finished goods back to them; as a result, many of Wessanen’s trading activities were restricted.

Political changes in Europe after 1814 enabled Wessanen to establish new trading affiliations throughout the continent in such cities as Hamburg, Antwerp, and Ghent. Although seed trading remained one of the company’s biggest businesses, Wessanen became increasingly active in the trade of wheat, oats, and barley. Before long, encouraged by the Netherlands Trading Company (a company set up in 1824 by King William I to facilitate colonial trade and also a forerunner of the modernday Algemene Bank Nederland N.V.), Wessanen also began trade in milled rice, a staple in the Dutch East Indies. During these years Remmert Laan’s sons Jan and Adriaan took an increasing role in the operation of the family business.

In 1839 the company undertook factory-like processing on a major scale when it purchased a facility for the refining of vegetable oils. The purchase of the factory signaled a significant change in the character of the company and in the primary products in which the company dealt, from unprocessed grains and seeds to milled grains and processed oils. Wind was the primary source of power for Wessanen’s new plants for some time. By 1865, the year of the company’s centennial, Wessanen and Laan was an active cheese broker and producer of flour, vegetable oil, milled rice, barley, and related products, and employed about 100 people.

In 1868 Jan Laan died, leaving his five sons to run the business. That same year the company opened a new steampowered flour-milling plant, built with the most up-to-date technology to replace a facility that had burned down. Only the plants for milling rice and barley continued to use windmills.

Focusing on Processed Products in the Early 20th Century

Wessanen and Laan left the cheese, seed, and grain trades at the turn of the century and focused on processed products. The company’s biggest commodity was milled rice, now produced in steam-powered factories. The company had been under the direction of the Laans for five generations. Taking into consideration the risks of modern enterprise, in 1913 the family changed the structure of the company to a corporation, with a paid-in-capital of Dfl 7 million. The name N.V. Verenigde Fabrieken Wessanen and Laan was adopted, but was changed in 1916 to Wessanen’s Koninklijke Fabrieken N.V. (“Koninklijke” is an honorary title bestowed upon distinguished corporations by the Dutch monarchy.)

During World War I Wessanen continued to trade much as usual, but the company lost a major export market for its finished products and a significant supplier of raw material when the Russian Revolution terminated trade between Russia and the West. Wessanen compensated for this loss by entering rolled-oat production and by starting to produce cocoa and cocoa butter.

During the 1920s, as a favorable trade climate prevailed throughout Europe and in the Americas, Wessanen regularly upgraded its production facilities. The company also sought to build factories abroad to increase productivity, but repeatedly faced stiff opposition from local governments. In 1927, however, the company did open a factory near Krakow, Poland, as a joint venture with rival Dutch rice miller Van Schaardenburg. When the Polish rice market collapsed several years later, the venture was abandoned.

Wessanen survived the Great Depression relatively well; food producers are protected from drastic shrinkage of their markets because people must eat even in hard times, and the company had good product diversification. In 1938 Wessanen organized its animal feed unit as a separate division; although these products made up a minor proportion of the company’s total sales, their volume was significant.

During World War II Wessanen operated at lower levels of production. Holland was invaded by the Nazis, while the Dutch East Indies were occupied by the Japanese. Raw materials could no longer be imported from, nor finished goods exported to, the colonies. The loss of this trade was a severe blow to Wessanen, and it was compounded by the growing inclination of rice-producing nations to mill their own rice rather than export it for processing. In 1951 Wessanen was forced to shut down its largest rice-milling factory in Holland, but it remained a large miller in the United States.

Postwar Transition to Public Company

Throughout the 1950s, economic recovery encouraged Wessanen to enter new product areas. Research in the area of milk replacers—products used to feed calves that are raised away from their mothers—proved extremely profitable for Wessanen. At the end of 1958, the company’s paid-in-capital was Dfl 68 million, up from Dfl 7 million in 1913, and in 1959 the Laan family decided to take the firm public. Wessanen’s initial public offering was completed on September 7 of that year on the Amsterdam Stock Exchange.

The transition from private to public corporation was overseen by Wessanen President T. Verspyck and Raymond Laan. In 1962 the last Laan left the company’s board of directors, marking the end of nearly 200 years of direct family control of Wessanen. The Laan family remained its main stockholder for several years, however.

By Wessanen’s bicentennial in 1965, the company had about 2,100 employees. The late 1960s brought some unfavorable developments in the company’s markets: cocoa-producing countries began refining their products at home, Europe experienced a flour glut, and competition in edible oils put pressure on Wessanen’s market share.

Company Perspectives:

The strategy of Wessanen is directed at consumers with a health and quality-conscious lifestyle. In order to describe this lifestyle, we at Wessanen use the term wellness, a combination ofwellbeing and fitness. Wellness stands for a balance in eating patterns: a combination of health and high quality, tasty food that is easy to prepare.

Launch of Global Diversification in the 1970s

In 1971 Gerrit Hendrik van Driel became the managing director of Wessanen and began to formulate a plan to bring the company into new markets. Under van Driel’s leadership, the company acquired a number of meat and animal-fat processing facilities and in 1973 laid out a plan for global diversification. Van Driel emphasized decentralized management and conservative handling of the financial risks that accompany broad expansion plans. His strategy included a transition from bulk products to higher-margin consumer products. This led to the acquisition of a cheese factory, a cheese trading company, and a milk-powder factory. Also acquired were Delicia, a Dutch maker of chocolate products, in 1972; Gelderland Frischwaren GmbH, a German maker of meat specialty products, in 1973; and Baars, maker of Leerdammer cheese, in 1976. The company also looked to the United States as the prime area for geographic diversification and, in the Dutch tradition, planned to grow by relying on its own assets rather than through borrowing. When necessary the company raised capital through new equity issues.

In 1978 Wessanen began to execute its program when it purchased Marigold Foods Inc. of Minneapolis, Minnesota, for $20 million. Marigold produced consumer dairy products such as milk, yogurt, ice cream, and cottage cheese, as well as fruit juices and drinks. A year later, Wessanen augmented its Marigold acquisition with the purchase of the Clover Leaf Creamery in Minneapolis. The acquisition made Marigold the market leader in many products and increased its coverage throughout Minnesota.

In 1979 Wessanen withdrew from almost all of its milk-replacer activities and sold a 51 percent interest in Wessanen Cacao to British commodity trader S.&W. Berisford in 1980. A year later it got out of the raw cocoa trade entirely, focusing instead on cheaper cocoa oil substitutes. Wessanen’s Friwessa unit distributed these products and other vegetable oils, including palm oil, which was experiencing an increase in demand worldwide.

Profits began to improve for Wessanen after two unsatisfactory years in the late 1970s. By 1982 more than 60 percent of Wessanen’s sales were generated from markets other than the Netherlands. In 1983 Wessanen acquired Crowley Foods, Inc. of Bing-hamton, New York, for about $16 million. Crowley, like Marigold, was primarily a dairy concern. The acquisition helped Wessanen post record earnings: profits had tripled in the five years since 1979, from Dfl 13 million to Dfl 39 million in fiscal 1983.

Mid-1980s Through Early 1990s: Completing Shift from Bulk Manufacturer to Consumer Product Marketer

The mid-1980s brought Wessanen continued success. Profits increased markedly, as 30 percent of the company’s total turnover came from the higher-margin consumer goods division in the United States. At the end of 1986 Wessanen bought the health food distributor Tree of Life Inc. in St. Augustine, Florida, which soon became a major part of Wessanen’s U.S. operations, and announced a joint venture with a cheese factory in Ireland. In 1987 the company purchased Cheshire Wholefoods, a granóla producer in the United Kingdom for about £14 million. The following year Wessanen acquired Gourmet Foods of St. Paul, Minnesota, and Award Foods of Dallas, Texas, for an undisclosed amount. Those two companies, which were active in the distribution of specialty food products and which were combined to form Gourmet Award Foods, added about $60 million in sales to Wessanen’s sales. Later that year Wessanen also bought Week’s Dairy of Concord, New Hampshire, and the Ohio Pure Foods group (later renamed American Beverage Corporation) of Verona, Pennsylvania.

Key Dates:

1765:: Adriaan Wessanen and his nephew Dirk Laan establish Wessanen and Laan to trade in a variety of seeds and grains.
1789:: Wessanen retires and Laan takes control of the company, which soon begins milling grain.
1839:: Company begins refining vegetable oils.
1865:: Wessanen and Laan is active as a cheese broker, miller of rice and grains, and processor of vegetable oils.
Early 20th Century:: Company exits from the cheese, seed, and grain trades and begins focusing on processed products.
1913:: Company is incorporated as N.V. Verenigde Fab-rieken Wessanen and Laan.
1916:: Company changes its name to Wessanen’s Koninklijke Fabrieken N.V.
World War II years:: Wessanen is hit hard by the loss of trade to the Dutch East Indies, which are occupied by Japan.
1959:: Company goes public.
1962:: The last Laan to serve on the company’s board of directors leaves, marking the end of nearly 200 years of Laan family control.
1971:: Under the leadership of Gerrit Hendrik van Driel, Wessanen begins plan of global diversification.
1976:: Baars, maker of Leerdammer cheese, is acquired.
1978:: Wessanen enters the U.S. dairy market with the purchase of Marigold Foods Inc.
1983:: New York dairy concern Crowley Foods, Inc. is acquired.
1986:: U.S. health food distributor Tree of Life Inc. is acquired.
1988:: Wessanen acquires U.S. specialty food distributors Gourmet Foods and Award Foods, which are merged to form Gourmet Award Foods; also purchased is beverage maker Ohio Pure Foods, which is later renamed American Beverage Corporation.
1992:: Sale of grain division completes shift from bulk manufacturer to marketer of consumer food products.
1993:: Wessanen merges with Koninklijke Distilleerderijen Erven Lucas Bols N.V., a Dutch distiller, to form Koninklijke Bols Wessanen N.V.
1994:: BolsWessanen substantially beefs up its breakfast cereal portfolio with the purchases of Netherlands-based Dailycer, U.K.-based Telford Foods, and the French firm H&C Céréales.
1998:: Company divests its French wine division and its Bols spirits operation to focus fully on food.
1999:: Company is renamed Koninklijke Wessanen nv; specialty food distributors Hagemeyer Foods USA and A-l International Foods are acquired.
2000:: Distriborg Group, the leading marketer of natural and specialty foods in Europe, is acquired; company announces shift in focus to “wellness” food products.
2001:: U.S. dairy operations are divested.
2002:: Leerdammer is divested.

Wessanen’s acquisitions in the United States were organized under a holding company called Wessanen USA and benefited from each others’ research and product development. For example, the Marigold unit in Minnesota brought a hard-pack frozen yogurt to market in 1987 and its success helped Crowley Foods and Axelrod Foods (another recent East Coast acquisition) to market a similar product in their own markets.

By the end of the 1980s Wessanen was a significantly different company than it had been just 15 years before. In 1989, van Driel, the architect of the restructuring and now chairman of the managing board, divided Wessanen’s operations into three main areas: consumer products, semi-manufactured products, and bulk specialties. Consumer products included the American dairy-related and fruit-juice operations as well as health foods, processed meats, cheeses, mueslis, and chocolate products in Europe; altogether they accounted for more than 64 percent of group sales by the end of the 1980s. Bulk specialties such as wheat, rye, cereal byproducts, and animal feeds, once the mainstay of the company, amounted to only about 20 percent of sales, and semi-manufactures such as refined oils and fats, milk powders, and starches (sold primarily to industrial bakers and chocolate manufacturers) made up 16 percent of revenues at the end of the decade.

In late 1989 Wessanen suddenly withdrew completely from the animal-feeds sector by selling its three remaining compound feeds factories in the Netherlands and its last milk-replacers unit in the United States. The withdrawal from the animal-feeds sector was followed in mid-1990 by the divestment of the Dutch oils and fat company Friwessa. These sell-offs were two of the final moves in the company’s shift from bulk manufacturer to marketer of consumer food products. Van Driel retired at the end of 1990, when this transformation was nearly complete. Succeeding him as chairman was Peter Bakker Schut, who had joined the company in 1979 and had served on the board of managing directors since 1986. Bakker Schut completed the company’s transformation in 1992 when he sold the grain division to Goodman Fielder Wattie of Australia for A$200 million (US$149 million). Meanwhile, Wessanen continued to expand its stable of consumer food products through three 1991 acquisitions: Levaillant S.A., a French cheese packaging and distribution company that became part of Baars Kaas BV; Den Hartog Holding BV, a Dutch maker of ice cream and frozen desserts; and Duif Holding BV, a maker of high-quality snack foods, mainly Asian snacks and related products.

1993-98: The BolsWessanen Interregnum

Partly to fulfill the firm’s desire to pursue larger acquisitions, Wessanen in April 1993 merged with a major Dutch distiller, Koninklijke Distilleerderijen Erven Lucas Bols N.V. Founded in 1575, Bols was best known for its Bols and Bokma brands of gin, Dry Sack sherry, and Pisang Ambon and Zwarte Kip liqueurs. More than 40 percent of Bols’s revenues were derived from the sale of spirits, with the remainder coming from wines and nonalcoholic beverages. Nearly 90 percent of the firm’s revenues were generated in Europe. Bols was much smaller than Wessanen in terms of revenues, with 1992 sales of about Dfl 1.29 billion, compared to Wessanen’s Dfl 3.7 billion. But Bols’s profits were about the same as that of Wessanen, so the merger—a full stock swap—was structured nearly as a merger of equals: Bols shareholders secured about 45.5 percent of the new company, while Wessanen holders controlled the other 54.5 percent. It was hoped that the profits generated from the drinks side of the combined company, which adopted the name Koninklijke BolsWessanen N.V., would fund further—and larger—acquisitions of food companies.

Bakker Schut, Wessanen’s chairman, continued in the same role at BolsWessanen, but he then retired in April 1994. Rob Schipper, who had been deputy chairman, was named the new chairman. Under Schipper, BolsWessanen began implementing the acquisition plan, with a particular emphasis on purchasing breakfast cereal makers. After acquiring the Netherlands-based Dailycer in 1994, BolsWessanen later that year acquired U.K.-based Telford Foods and the French firm H&C Cereales from Harrisons & Crosfield plc, a U.K. conglomerate, for about £75 million ($113 million). Following the deals, BolsWessanen commanded about 50 percent of the European market for private-label breakfast cereals and about 10 percent of the overall European breakfast cereals market. Telford Foods also brought to the company its lines of instant dry soups, desserts, chocolate drinks, and other dry grocery products. Early in 1995, BolsWessanen transferred its Italian drinks business to Davide Campari-Milano in return for a 35 percent stake in the Italian drinks firm.

Poor financial results in 1994, which were blamed largely on problems with the company’s Italian beverage operations, led to a sharp decline in the company’s stock price in early 1995 and also to the resignation of Schipper. Mac Zondervan, a member of the three-person management board, was appointed to succeed him. Within a month, Zondervan had announced that BolsWessanen would shift its growth strategy toward food and away from drinks and that the company would gradually be transformed into predominantly a food company. The shift in strategy mirrored the shift in executives as Schipper had come to BolsWessanen from the Bols side, whereas his successor had been a Wessanen executive.

Zondervan also began tinkering with the portfolio of food businesses, aiming to concentrate on several core areas: cheese, cereals, and convenience foods in Europe and dairy products and fruit drinks in the United States. Divestments of units outside of these areas began, including the mid-1995 sale of Den Hartog to Unilever. Soon thereafter, the first drinks divestment was completed: the sale of BolsWessanen’s 60 percent stake in Williams & Humbert, a producer of sherry based in Spain. In October 1995 the company sold Cain Foods, a U.S. maker of mayonnaise, salad dressing, and pickles. During the first half of 1996, a major drinks divestment was finalized, that of Bols Strothmann, a German maker of schnapps with annual sales of DM 200 million ($139.5 million).

While struggling to turn its fortunes around, BolsWessanen completed several acquisitions to strengthen its core operations. During 1996, Gourmet Award Foods was expanded into the western United States through the purchase of McLane America, a specialty foods distributor with a distribution center in Salt Lake City, Utah, and annual sales of $60 million. Similarly, a specialty food distributor in the Pacific Northwest was gained in early 1998 when Ray’s Food Service, Inc. was acquired. Based in Clackamas, Oregon, Ray’s had sales of $80 million. Late in 1996, BolsWessanen reached an agreement to acquire Barber Chestergate, a U.K. producer of private-label breakfast cereals, from Hillsdown Holdings plc. In March 1998 Marigold Foods was bolstered through the purchase of Becker’s Dairy, a Chicago-based foodservice dairy distributor with approximate annual sales of $45 million.

Focusing on “Wellness” in the New Millennium

Results for 1997, including a 19 percent increase in revenues and a 10.1 percent jump in profits, showed that BolsWessanen’s fortunes were finally beginning to turn. It was in the wake of this positive news, however, that the gradual unbundling of the Wessanen-Bols merger reached its culmination. In March 1998 BolsWessanen announced that it would sell its alcoholic beverage operations in order to focus fully on food. One month later the French wine division was sold to management, and then in July the company reached an agreement to sell the Bols spirits unit to CVC Capital Partners, a European venture capital firm. The only remaining drinks interest was the 35 percent stake in Campari. In early 1999 BolsWessanen renamed itself Koninklijke Wessanen nv.

The new Wessanen immediately began making acquisitions to strengthen its food businesses. The U.S. food distribution operation was enlarged with the early 1999 purchase of the North American specialty food unit of Hagemeyer N.V. (Hagemeyer Foods USA), which included New Jersey-based Liberty Richter, the Canadian firm Ashley Koffman, MBC Foods of Milwaukee, and Fine Distributing, which operated out of Atlanta and Fort Lauderdale, Florida. Annual revenues of the acquired operations exceeded $300 million. Later in the year, Tree of Life grew even larger still with the purchase of the $225-million-in-sales A-l International Foods, Inc., a specialty food distributor based in Los Angeles with a subsidiary in San Antonio. Wessanen’s U.S. dairy operations grew as well, through the July 1999 purchases of two dairies in the Midwest—Rapid City, South Dakota-based Gillette Dairy of the Black Hills, Inc. and Nebraska Dairies, Inc.—and the early 2000 acquisition of Oak Grove Dairy, which operated in Minnesota and Wisconsin.

The company turned its acquisitive eye on Europe during 2000, starting with the buyouts of two German convenience food makers: Karl Kemper GmbH, producer of frozen meal components, mainly chicken and meat specialties; and Vegeta GmbH, which specialized in vegetarian products. Having established a national distribution network in the United States for natural and specialty foods, Wessanen sought to form a similar position in Europe. The company took a major step toward that goal in mid-2000 by acquiring the France-based Distriborg Group, the leading marketer of natural and specialty foods in Europe, with operations in France, the United Kingdom, Italy, Belgium, the Netherlands, and Spain. Wessanen paid about EUR 150 million for Distriborg, which had annual sales of EUR 250 million. Next came the purchase of Boas BV, a distributor of specialty products in the Netherlands bought in late 2000.

In October 2000 Wessanen announced another change of direction. The company said that it would focus on the “health and wellness market,” by producing, marketing, and distributing natural and specialty food products aimed at health- and quality-conscious consumers. The U.S. dairy businesses, Crowley Foods and Marigold Foods, were put up for sale as was Leerdammer, its only European dairy operation. Although the divestment of the latter was put on hold during 2001 because of the European outbreak of foot-and-mouth disease, the U.S. dairy unit was sold for $400 million in September 2001 to a partnership that included the farmer-owned cooperative Dairy Farmers of America Inc. Also divested during 2001 were Golden Foods International, a producer of chicken products in Thailand, and the bulk of the 35 percent stake in Campari (the remainder was sold in February 2002). Meantime, several strategic acquisitions were completed during 2001 in line with the new company mission, including Zonnatura, a leading Dutch brand of healthful and natural foods; Food for Health Co., Inc., a natural food distributor with operations in Phoenix, Arizona, and Melbourne, Florida; a 41 percent interest in Natudis BV, the Netherlands’ leading distributor of branded natural and health food products; and two Canadian food distributors, Preisco Foods Ltd. and Jentash Specialty Foods L.P.

During 2002 Wessanen enhanced its focus on natural and specialty foods by completing two more divestments. In July the U.K. dry soup business, Telford Foods, was sold to Leeds-based Brand Partnership, and in December Leerdammer was sold to Paris-based Fromageries Bel S.A. for EUR 190 million, completing the company’s exit from dairy. The preceding year, the European distribution operations had been placed under a new unit called Tree of Life Europe, and this unit bulked up in 2002 via the purchases of Nature’s Store, a U.K. distributor of health food products; and Kallo Foods Ltd., a U.K. producer of organic food products, such as rice cakes and breadsticks. In June 2002, meanwhile, Tree of Life North America signed a three-year contract making it the main national distribution company for Wild Oats Markets, Inc. for natural, organic, and specialty food products. Wild Oats was the operator of one of the largest chains of natural foods stores in the United States, operating more than 100 outlets across the country.

Wessanen posted disappointing results during 2002, largely as a result of the poor performance of Tree of Life North America, which was hit hard by the continuing economic stagnation and intense pricing pressure in the United States. In January 2003 the company cut its profit forecasts for both 2002 and 2003, leading Zondervan to announce his resignation, although he stayed onboard while the search for a new chairman commenced. With the release of this news, the firm’s stock price hit a ten-year low. Later that month, Wessanen announced that it was increasing its stake in Natudis to 70.65 percent. Although the company’s future was clouded by the poor financial results and the management uncertainty, Wessanen had proven, over its nearly 250 years of operation, its ability not only to adapt to industry changes but also to propel them. How successful the company’s latest shift to “wellness” would prove to be remained to be seen.

Principal Subsidiaries

Tree of Life Europe; Boas BV; Natudis BV (70.65%); Dailycer BV; Delicia BV; Beckers BV; Wessanen do Brasil Ltda. (Brazil); Corposan Holding GmbH (Germany); Gelderland Frischwaren GmbH (Germany); Beckers KK-Convenience GmbH (Germany); Distriborg Groupe SA (France); Dailycer (France); Brewhurst Health Food Supplies Ltd. (U.K.); Dailycer Ltd. (U.K.); Wessanen USA Inc.; Tree of Life, Inc. (U.S.A.); Liberty Richter (U.S.A.); American Beverage Corporation (U.S.A.); Tree of Life/Gourmet Award Foods Canada, Inc.