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H.J. Heinz Company has decided to reorganize its cupboard by acquiring Del Monte Foods Company in a $2.8 billion multipart deal announced in mid-June. Heinz first spun off some of its weaker performers, including Star-Kist tuna and College Inn broths for humans, along with Kibbles ‘N Bits and 9-Lives for the pet set. Del Monte acquired the properties, and then transferred 75 percent of its stock to Heinz. The complicated transaction, structured as a reverse Morris Trust, helped Heinz avoid a half-billion dollars in taxes. Because such deals are tax-free, they are popular, even though Congress tightened the restrictions on their use in 1997. However, several recent high-profile transactions have been set up as reverse Morris Trusts, including Comcast Corporation’s purchase of AT&T Broadband; EchoStar Communication Corporation’s acquisition of Hughes Electronics Corporation; and The J.M. Smucker Company’s purchase of various food properties from The Procter & Gamble Company. For acquiror H.J. Heinz Company (Pittsburgh) In-house: Senior vice president and general counsel Laura Stein, vice president-legal affairs Theodore Bobby, associate general counsel Dean Bierkan, assistant general counsel and assistant secretary Jack Radke, assistant general counsel Daniel Shaw, senior counsel Anthony DiTommaso, and corporate counsel Patrick Guinee. Simpson, Thacher & Bartlett (New York): Corporate: Caroline Gottschalk, Robert Spatt, and associates Keith Bloomfield, Nicol DeCarli, Jennifer Grady, Joel Karansky, Jonathan Karen, Maria Meister, Francoise Plusquellec, Bart Rubin, and Kenneth Wallach. Finance: James Cross. Tax: Steven Todrys and associate Gary Mandel. Executive compensation: Alvin Brown and associate Andrea Wahlquist. Antitrust: Charles Koob and associate Ann Rappleye. Intellectual property: associates Vincent de Grandpre and Lori Lesser. Real estate: associate Erik Quarfordt. Environmental: counsel Michael Isby. Heinz first became familiar with Spatt when he represented Artal Luxembourg in its 1999 purchase of Weight Watchers International, Inc., a Heinz subsidiary. Reed Smith (Pittsburgh): Corporate: Arlie Nogay, Thomas Todd, and associates Michael Smith and Jennifer Wieclaw. Employee benefits: Jeffrey Aromatorio. Richards, Layton & Finger (Wilmington): Donald Bussard and associate Michael Allen. For target Del Monte Foods Company (San Franciso) In-house: General counsel James Potter, associate general counsel Timothy Ernst, and senior counsel Scott Rickman. Gibson, Dunn & Crutcher (Los Angeles): Corporate: Douglas Smith, Stephanie Tsacoumis, and associates Benjamin Adams, Alisa Babitz, Leonor Dicdican, Margaret Fitzpatrick, Elizabeth MacDonald, and Michael Scanlon. Financing: Linda Curtis. Employment: Kathrin Sears. Environmental: Clifton McFarland. Intellectual property: J. Rick Tach�. Real estate: Andrew Levy. Antitrust: Joel Sanders. Executive compensation: David West and of counsel Catherine Cleveland. Tax: Stephen Tolles. (Smith, Dicdican, Fitzpatrick, Sears, and Sanders are in the firm’s San Francisco office; MacDonald is in Palo Alto; Tsacoumis, Adams, Babitz, and Scanlon are in D.C.; Curtis, McFarland, Tach�, West, and Tolles are in L.A.; Levy is in New York; and Cleveland is in Irvine, California.) Del Monte, which had previously used Cleary, Gottlieb, Steen & Hamilton on corporate and securities matters, decided to hire West Coast counsel when it went public in 1999. Gibson, Dunn won the company’s beauty contest. For Del Monte shareholder Texas Pacific Group (Fort Worth) Kelly, Hart & Hallman (Fort Worth): Corporate: Thomas Briggs and associate Robin Connor. Tax: Peter Riley. OUTLOOK The deal is set to close by year’s end, pending approval from shareholders and the IRS. -Jonathan E. Kaplan

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