File No. 005-49223
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
AMENDMENT NO. 4 - FINAL AMENDMENT
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
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DecisionOne Holdings Corp.
(Name of Issuer)
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DecisionOne Holdings Corp.
Kenneth Draeger
DLJ Merchant Banking Partners II, L.P.
DLJ Offshore Partners II, C.V.
DLJ Diversified Partners, L.P.
DLJMB Funding II, Inc.
DLJ Merchant Banking Partners II-A, L.P.
DLJ Diversified Partners-A L.P.
DLJ EAB Partners, L.P.
DLJ Millennium Partners, L.P.
DLJ Millennium Partners-A, L.P.
UK Investment Plan 1997 Partners
DLJ First ESC L.L.C.
(Name of Persons Filing Statement)
Common Stock, $0.01 par value 13-345409
(Title of Class of Securities) (I.R.S. Employer Identification Number)
----------------
KENNETH DRAEGER
Chairman and Chief Executive Officer
DecisionOne Holdings Corp.
50 East Swedesford Road
Frazer, Pennsylvania 19355
(610) 296-6000
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)
----------------
Copies To:
David R. King, Esq. George R. Bason, Jr., Esq.
Morgan, Lewis & Bockius Davis Polk & Wardwell
2000 One Logan Square 450 Lexington Avenue
Philadelphia, PA 19103 New York, NY 10017
June 2, 1997
(Date Proxy Statement First Published, Sent or Given to Security Holders)
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ].
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DecisionOne Holdings Corp., a Delaware corporation (the
"Company") Kenneth Draeger, Chairman and Chief Executive Officer of the
Company, and the following entities (collectively, the "DLJ Entities"): DLJ
Merchant Banking Partners II, L.P. ("DLJMB"), a Delaware limited partnership,
DLJ Offshore Partners II, C.V. ("Offshore"), a Netherlands Antilles limited
partnership, DLJ Diversified Partners, L.P. ("Diversified"), a Delaware
limited partnership, DLJMB Funding II, Inc. ("Funding"), a Delaware
corporation, DLJ Merchant Banking Partners II-A, L.P. ("DLJMB-A"), a Delaware
limited partnership, DLJ Diversified Partners-A L.P. ("Diversified-A"), a
Delaware limited partnership, DLJ EAB Partners, L.P. ("EAB"), a Delaware
limited partnership, DLJ Millennium Partners, L.P. ("Millennium"), a Delaware
limited partnership, DLJ Millennium Partners-A, L.P. ("Millennium-A"), a
Delaware limited partnership, UK Investment Plan 1997 Partners ("UK
Partners"), a Delaware partnership, and DLJ First ESC L.L.C. ("DLJ First"), a
Delaware limited liability company, hereby submit Amendment No. 4 to their
Rule 13e-3 Transaction Statement on Schedule 13E-3 (as amended, the
"Statement"). The Statement relates to an Agreement and Plan of Merger dated
as of May 4, 1997, as amended on July 15, 1997 (the "Merger Agreement") among
the Company and Quaker Holding Co. ("MergerSub"), a Delaware corporation,
pursuant to which MergerSub was merged with and into the Company (the
"Merger"). The transactions contemplated by the Merger Agreement were
approved by the stockholders of the Company and were consummated, in each
case, on August 7, 1997. Pursuant to the Merger, each share (a "Share") of
common stock, par value $0.01 per share, of the Company issued and outstanding
immediately prior to the effective time of the Merger (other than (i) Shares
held by the Company as treasury stock or owned by MergerSub, which Shares
shall be canceled, and (ii) Shares as to which appraisal rights have been
exercised) was, subject to certain limitations, converted at the election of
the holder thereof, subject to the terms described in the proxy
statement/prospectus of the Company (the "Proxy Statement/Prospectus"), into
(a) the right to receive $23.00 in cash, or (b) the right to retain one fully
paid and nonassessable share of common stock of the Company following the
Merger.
This Statement is intended to satisfy the reporting
requirements of Section 13(e) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Terms used but not defined herein shall have
the meanings set forth in the definitive proxy materials of DecisionOne filed
with the Securities and Exchange Commission on July 17, 1997.
This final amendment to this Statement reports the consummation
of the transactions contemplated by the Merger Agreement following approval
thereof of the stockholders of the Company at a special meeting of such
stockholders held on August 7, 1997.
Item 2. Identity and Background
(a) This Amendment No. 4 to Schedule 13E-3 is being filed by
the issuer, Kenneth Draeger and the DLJ Entities.
Item 3. Past Contacts, Transactions or Negotiations
(b) At the Special Meeting held on August 7, 1997, the Merger
was approved by a majority of shares of Company Common Stock entitled to vote
at the meeting. A certificate of merger was filed with the Secretary of State
of Delaware on August 7, 1997. As a result, the Effective Time occurred on
August 7, 1997 and MergerSub was merged with into the Company.
Item 5. Plans or Proposals of the Issuer of Affiliate
The Merger was consummated on August 7, 1997 and the
transaction was closed. For those shareholders that elected to retain Company
Common stock, the final proration factor was .138918878.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations
(a) Prior to consummating the transaction, the Board of
Directors of the Company received a solvency opinion with respect to the
Company and DecisionOne Corporation ("Operating Co.") from Houlihan Lokey
Howard & Zukin ("Houlihan Lokey").
(b)(1) Houlihan Lokey is an investment banking firm
specializing in business and securities valuation, middle market investment
banking and financial restructuring.
(b)(2) Houlihan Lokey has provided solvency opinions in over 40
transactions in the past year.
(b)(3) DecisionOne selected Houlihan Lokey based on its
qualifications and reputation.
(b)(4) Not applicable.
(b)(5) Not applicable.
(b)(6) Houlihan Lokey concluded that, after giving effect to
the Merger and related transactions, (i) the fair value and present saleable
value of each of the Company's and Operating Co.'s assets exceeds and would
exceed its respective stated liabilities and identified contingent
liabilities, (ii) each of the Company and Operating Co. should be able to pay
its respective debts as they become absolute and mature, and (iii) the capital
of each of the Company and Operating Co. is not and would not be unreasonably
small for the respective business in which each is engaged. Houlihan Lokey
based its opinion on such reviews, analyses and inquiries as it deemed
necessary and appropriate under the circumstances. Pursuant to General
Instruction D of Schedule 13E-3, the full text of the opinion and the final
opinion booklet which together set forth the assumptions made, matters
considered and limitation on the review undertaken are attached hereto as
exhibits and incorporated herein by reference.
(c) The full text of the opinion and the final opinion booklet
are attached hereto as exhibits and incorporated herein by reference.
Item 10. Interest in Securities of the Issuer
As a result of the consummation of the Merger, the DLJ Entities
acquired 7,520,009 shares of Company Common Stock (approximately 60.6% of the
outstanding shares of Company Common Stock). The following chart sets forth
the number of shares acquired by each DLJ Entity:
DLJ Entity Shares and Percentage Acquired
- ---------- ------------------------------
Shares Percentage
--------- ----------
DLJ Merchant Banking Partners II, L.P. 4,703,762 37.9%
DLJ Offshore Partners II, C.V. 231,307 1.9%
DLJ Diversified Partners, L.P. 275,003 2.2%
DLJMB Funding II, Inc. 946,201 7.6%
DLJ Merchant Banking Partners II-A, L.P. 187,326 1.5%
DLJ Diversified Partners-A L.P. 102,127 0.8%
DLJ EAB Partners, L.P. 21,119 0.2%
DLJ Millennium Partners, L.P. 76,055 0.6%
DLJ Millennium Partners-A, L.P. 14,834 0.1%
UK Investment Plan 1997 Partners 88,052 0.7%
DLJ First ESC L.L.C. 874,223 7.1%
Kenneth Draeger did not purchase any shares in connection with
the Merger.
Item 11. Contracts, Arrangements or Understandings with Respect to the
Issuer's Securities
The Company, the DLJ Entities, certain institutional investors
and certain members of the Company's management (the "Management
Shareholders"), have entered into an Investors' Agreement dated as of August
7, 1997 (the "Investors' Agreement"). Pursuant to the Investors' Agreement,
the Board of Directors will comprise 7 members, 4 of which will be nominated
by the DLJMB Entities, 2 of which will be independent directors satisfactory
to the DLJMB Entities and 1 of which will be nominated by the Management
Shareholders. Each of the parties to the Investors' Agreement has agreed to
vote its shares of Company Common Stock in favor of the persons so nominated,
provided that none of the parties will be required to vote for another party's
nominees if the number of shares of Company Common Stock held by the person or
group making the nomination is less than 10% of such person's or group's
Initial Ownership (defined as the number of shares of Company Common Stock
held by such person or group as of the date of the Investors' Agreement).
Item 17. Material to be Filed as Exhibits
(b)(3) Solvency Opinion of Houlihan Lokey Howard and Zukin
dated August 7, 1997.
(b)(4) Presentation by Houlihan Lokey Howard and Zukin to the
Board of Directors of DecisionOne Holdings Corp. on August 7, 1997.
(c)(4) Investors' Agreement dated as of August 7, 1997 among
the Company, the DLJ Entities and certain other persons named therein.
(d)(1) Letter of Transmittal for presentation of stock
certificates.
SIGNATURE
After due inquiry and to the best of its knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: August 18, 1997
DECISIONONE HOLDINGS CORP.
By: /s/ Thomas J. Fitzpatrick
--------------------------------------
Name: Thomas J. Fitzpatrick
Title: Vice President
and Chief Financial Officer
By: /s/ Kenneth Draeger
--------------------------------------
Name: Kenneth Draeger
DLJ MERCHANT BANKING PARTNERS II, L.P., a
Delaware Limited Partnership
By DLJ Merchant Banking II, Inc.,
as managing general partner
By: /s/ Ivy Dodes
--------------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ MERCHANT BANKING PARTNERS II-A, L.P., a
Delaware Limited Partnership
By DLJ Merchant Banking II, Inc.,
as managing general partner
By: /s/ Ivy Dodes
--------------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ OFFSHORE PARTNERS II, C.V., a Netherlands
Antilles Limited Partnership
By DLJ Merchant Banking II, Inc.,
as advisory general partner
By: /s/ Ivy Dodes
--------------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ DIVERSIFIED PARTNERS, L.P., a Delaware
Limited Partnership
By DLJ Diversified Partners II Inc.,
as managing general partner
By: /s/ Ivy Dodes
--------------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ DIVERSIFIED PARTNERS-A, L.P., a Delaware
Limited Partnership
By DLJ Diversified Partners II, Inc.,
as managing general partner
By: /s/ Ivy Dodes
--------------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ EAB PARTNERS, L.P., a Delaware Limited
Partnership
By DLJ LBO Plans Management Corporation
as manager
By: /s/ Ivy Dodes
--------------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ MILLENNIUM PARTNERS, L.P., a Delaware
Limited Partnership
By DLJ Merchant Banking Partners II, Inc.,
as managing general partner
By: /s/ Ivy Dodes
--------------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ MILLENNIUM PARTNERS-A, L.P., a Delaware
Limited Partnership
By DLJ Merchant Banking Partners II, Inc.,
as managing general partner
By: /s/ Ivy Dodes
--------------------------------------
Name: Ivy Dodes
Title: Vice President
DLJMB FUNDING II, INC., a Delaware Corporation
By: /s/ Ivy Dodes
--------------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ FIRST ESC, L.L.C.
By DLJ LBO Plans Management Corporation,
as manager
By: /s/ Ivy Dodes
--------------------------------------
Name: Ivy Dodes
Title: Vice President
UK INVESTMENT PLAN 1997 PARTNERS
By Donaldson, Lufkin & Jenrette, Inc.,
as general partner
By: /s/ Lucia Swanson
--------------------------------------
Name: Lucia Swanson
Title: Senior Vice President
Exhibit (b)(3)
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Solvency Opinion
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Letterhead of Houlihan Lokey Howard & Zukin
August 7, 1997
To The Board of Directors of DecisionOne Holdings Corp.
To The Board of Directors of DecisionOne Corporation
Dear Directors:
We understand that DecisionOne Holdings Corp. (the "Company") has entered into
an Agreement and Plan of Merger, dated as of May 4, 1997 (the "Merger
Agreement"), among the Company and Quaker Holding Co., a Delaware corporation
("MergerSub").
We further understand the Merger Agreement provides, among other things, for
the merger of MergerSub with and into the Company (the "Merger"), with the
Company as the surviving corporation. Pursuant to the Merger, each share of
Company Common Stock issued and outstanding immediately prior to the effective
time of the Merger (the "Effective Time") will be converted, at the election
of the holder thereof and subject to the terms described in the Merger
Agreement, into either (a) the right to receive $23.00 in cash, or (b) the
right to retain one fully paid and nonassessable share of Company Common Stock
(the "Merger Consideration"). The right to receive $23.00 in cash or retain
Company Common Stock is subject to proration as set forth in the Merger
Agreement.
In order to finance the Transaction, as defined hereinafter, MergerSub expects
to raise $85 million through the issuance of Senior Discount Notes due 2009
(the "Discount Notes"). In addition, DecisionOne Corporation, a
wholly-owned and the principal operating subsidiary of the Company ("Operating
Co."), expects to issue Senior Subordinated Notes due 2007 (the "Senior
Subordinated Notes") for approximately $150 million of gross proceeds, and
expects to enter into a syndicated, senior secured loan facility providing for
term loan borrowings in the aggregate principal amount of approximately $470
million and revolving loan borrowings of $105 million (the "New Credit
Facility"). The proceeds of such financings will, in part, be distributed by
Operating Co. to the Company in the form of a dividend (the "Operating Co.
Dividend") and, in part, lent by Operating Co. to the Company pursuant to an
intercompany note. The Merger and related transactions will be referred to
collectively herein as the "Transaction."
You have requested our written opinion (the "Opinion") as to the matters set
forth below. This Opinion values each of the Company and Operating Co. as a
going-concern (including goodwill), both immediately before and, on a pro
forma basis, immediately after and giving effect to the Transaction and the
associated indebtedness. For purposes of this Opinion, "fair value" shall be
defined as the amount at which each of the Company and Operating Co. would
change hands between a willing buyer and a willing seller, each having
reasonable knowledge of the relevant facts, neither being under any compulsion
to act, with equity to both; and "present fair saleable value" shall be
defined as the amount that may be realized if each of the Company's and
Operating Co.'s aggregate assets (including goodwill) are sold as an entirety
with reasonable promptness in an arm's length transaction under present
conditions for the sale of comparable business enterprises, as such conditions
can be reasonably evaluated by Houlihan Lokey. We have used the same valuation
methodologies in determining fair value and present fair saleable value for
purposes of rendering this Opinion. The term "identified contingent
liabilities" shall mean the stated amount of contingent liabilities identified
to us and valued by responsible officers of each of the Company and Operating
Co., upon whom we have relied upon without independent verification; no other
contingent liabilities have been considered by us. Being "able to pay its
debts as they become absolute and mature" shall mean that, assuming the
Transaction has been consummated as proposed, the Company's financial
forecasts for the period 1998 to 2002 indicate positive cash flow for each of
the Company and Operating Co. for such period, including (and after giving
effect to) the payment of installments of principal and interest due under
loans made pursuant to the indebtedness incurred by each in the Transaction,
as such installments are scheduled at the close of the Transaction. It is
Houlihan Lokey's understanding, upon which it is relying, that the Company's
and Operating Co.'s Board of Directors and any other recipient of the Opinion
will consult with and rely solely upon their own legal counsel with respect to
said definitions. No representation is made herein, or directly or indirectly
by the Opinion, as to any legal matter or as to the sufficiency of said
definitions for any purpose other than setting forth the scope of Houlihan
Lokey's opinion hereunder.
Notwithstanding the use of the defined terms "fair value" and "present fair
saleable value," we have not been engaged to identify prospective purchasers
or to ascertain the actual prices at which and terms on which the Company and
Operating Co. can currently be sold, and we know of no such efforts by others
other than this transaction. Because the sale of any business enterprise
involves numerous assumptions and uncertainties, not all of which can be
quantified or ascertained prior to engaging in an actual selling effort, we
express no opinion as to whether the Company and Operating Co. would actually
be sold for the amount we believe to be its fair value and present fair
saleable value.
In connection with this Opinion, we have made such reviews, analyses and
inquiries as we have deemed necessary and appropriate under the circumstances.
Among other things, we have:
1. reviewed the Company's annual reports to shareholders and on Form
10-K for the fiscal year ended June 30, 1996, financial statements
for the fiscal years ended June 30, 1992 through June 30, 1996,
and quarterly reports on Form 10-Q for the three quarters ended
March 31, 1997, and comparable financial information for Operating
Co. which management has identified as the most current
information available;
2. reviewed copies of the following agreements:
-- Form S-1 Registration Statement for Quaker Holding Co. as
originaly filed with the SEC on June 5, 1997, and all
amendments thereto,
-- Form S-1 Registration Statement and proxy statement for
DecisionOne Corporation as originally filed with the SEC on
June 3, 1997, and all amendments thereto,
-- Form S-4 Registration Statement for DecisionOne Holdings
Corp. as originally filed with the SEC on June 2, 1997, and all
amendments thereto,
-- Credit Agreement for the $575 Million New Credit Facility
dated August 7, 1997,
-- Schedule 13-E Amendment No. 2 Transaction Statement for
DecisionOne Holdings Corp. as filed with the SEC on June 2,
1997, and all amendments thereto;
3. met with certain members of the senior management of the Company
to discuss the operations, financial condition, future prospects
and projected operations and performance of the Company and
Operating Co., and met with representatives of the Company's
counsel to discuss certain matters;
4. reviewed projections prepared by the Company's management with
respect to the Company for the years ended June 30, 1998 through
2002, and certain alternate projections for the same period, which
are the two projections summarized in the Company's Form S-4 as
originally filed with the SEC on June 2, 1997, as amended thereto;
5. reviewed the historical market prices and trading volume for the
Company's publicly traded securities;
6. reviewed other publicly available financial data (including
earnings announcements) for the Company and certain companies that
we deem comparable to the Company;
7. reviewed the presentations of Smith Barney to the board of
directors and the opinion of Smith Barney; and
8. conducted such other studies, reviews, analyses and investigations
as we have deemed appropriate.
We have relied upon and assumed, without independent verification, that the
financial forecasts and projections provided to us have been reasonably
prepared and reflect the best currently available estimates of the future
financial results and condition of the Company and Operating Co., and that
there has been no material adverse change in the assets, financial condition,
business or prospects of the Company and Operating Co. since the date of the
most recent financial statements made available to us.
We have not independently verified the accuracy and completeness of the
information supplied to us with respect to the Company and Operating Co. and
do not assume any responsibility with respect to it. We have not made any
physical inspection or independent appraisal of any of the properties or
assets of the Company and Operating Co. Our opinion is necessarily based on
business, economic, market and other conditions as they exist and can be
evaluated by us at the date of this letter.
Based upon the foregoing, and in reliance thereon, it is our opinion as of the
date of this letter that both immediately before and, assuming the Transaction
had been consummated as proposed, on a proforma basis, after and giving effect
to the Transaction:
(a) the fair value and present fair saleable value of each of the
Company's and Operating Co.'s assets exceeds and would exceed its
respective stated liabilities and identified contingent
liabilities by not less than $200 million in the case of the
Company and $285 million in the case of Operating Co.;
(b) each of the Company and Operating Co. should be able to pay its
respective debts as they become absolute and mature; and
(c) the capital of each of the Company and Operating Co. is not and
would not be unreasonably small for the respective business in
which each is engaged, as management has indicated it is now and
is proposed to be conducted following the consummation of the
Transactions.
In addition, with respect to the Operating Co. Dividend, it is our opinion as
of the date of this letter that, both immediately before and after payment of
the Operating Co. Dividend, the fair value and present fair saleable value of
Operating Co.'s assets would exceed its total stated liabilities and
identified contingent liabilities by at least the aggregate par value of
Operating Co.'s issued capital stock.
Finally, we understand that the Company's Board of Directors has been advised
by its counsel that, because the Transaction is structured as a merger and not
as a repurchase of shares the Delaware courts should not impose the capital
impairment requirements of Section 160 of the Delaware General Corporation Law
on the repayments made in respect of Shares in the Merger. However, assuming
solely for purposes of this portion of the Opinion that a court were to treat
the Merger as a repurchase of shares by the Company, it is our opinion as of
the date of this letter that, assuming the Merger had been consummated as
proposed except that the consideration paid to the Company's stockholders
therein were treated as payments made to repurchase such shares (rather than
payments made in respect of shares in a merger), immediately prior to, and
immediately after and giving affect to, the Merger, each of the fair value and
the present fair saleable value of the Company's assets exceeds the sum of
Company's stated liabilities and identified contingent liabilities by an amount
at least equal to the Company's stated capital.
This Opinion is furnished solely for your benefit and may not be relied upon
by any other person without our express, prior written consent. This Opinion
is delivered to each recipient subject to the conditions, scope of engagement,
limitations and understandings set forth in this Opinion and our engagement
letter dated July 10, 1997.
HOULIHAN, LOKEY, HOWARD & ZUKIN, INC.
Exhibit (b)(4)
Solvency Opinion Presentation
DecisionOne Holdings Corp.
DecisionOne Corporation
August 7, 1997
Houlihan Lokey Howard & Zukin
31 West 52nd Street, 11th Fl.
New York, NY 10019
(212) 582-5000 http://www.hlhz.com
New York Los Angeles Chicago San Franisco Washington, D.C. Minneapolis
Atlanta Dallas Toronto
Table of Contents
Tab
---
Introduction to Houlihan Lokey...................................A
Overview of Opinion..............................................B
Valuation Methodologies..........................................C
Summary of Solvency Analysis.....................................D
Solvency Opinion.................................................E
Supporting Exhibits..............................................F
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Introduction to Houlihan Lokey
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Introduction To Houlihan Lokey
Established in 1970, Houlihan Lokey Howard & Zukin ("Houlihan Lokey") is
presently one of the nation's leading specialty investment banking firms.
With approximately 125 professionals Houlihan Lokey serves hundreds of clients
annually, including Fortune 500 companies, privately-held firms, government
agencies, bankers and attorneys. Houlihan Lokey has offices in New York, Los
Angeles, Chicago, San Francisco, Minneapolis, Washington, D.C., Dallas,
Atlanta and Toronto.
Houlihan Lokey's operations can be broken down into three groups: business and
securities valuation, middle market investment banking, and financial
restructuring. Each group is summarized below.
o Business and Securities Valuation:
- Valuations of businesses, securities and assets for mergers,
acquisitions and divestitures, reorganizations, ESOP purchases and
allocations, corporate repurchases, management stock plans, estate
gift and income taxes, and litigation and expert testimony
- Solvency opinions for spin-offs, acquisitions and divestitures
- Fairness opinions
o Investment Banking
- Merger, acquisition and divestiture advice and execution
- Financing advice and private placements
- Capital structure and dividend policy advice
o Financial Restructuring:
- Out-of-court restructurings including exchange offers, bank and bond
debt restructurings, sales of businesses and assets, and debt and
equity financing
- Chapter 11 services, including structuring plans of reorganziations,
arranging DIP financing, analyzing going concern and liquidation
values, sales/purchases of claims, assets or businesses, and
litigation support and expert testimony
- "Prepackaged" chapter 11 plans including negotiation, documentation
and closing
Solvency Opinion Experience
Below is a selected list of transactions in which Houlihan Lokey has provided
solvency opinions in the past year.
CLIENT NAME TRANSACTION TYPE TRANSACTION AMOUNT
- ----------- ---------------- ------------------
Advanced Medical Recapitalization $400 mil
Aetna Industries Inc. Acquisition $85 mil
Allied Waste Industries, Inc. Acquisition $1.5 bil
American Bumper & Mfg. Co. Recap/Acq. ND
AMF Bowling Acquisition $1.4 bil
Atlas Steel, Inc. Recapitalization $17 mil
Bain Capital (Medical Specialty) Recapitalization $90 mil
Berry Plastics (BPC Holding Corp) Recapitalization ND
Bloomberg, Inc. Stock Purchase ND
Canberra Industries Recapitalization $260 mil
Carmel Trust Dividend $239 mil
CBP Resources Recapitalization $100 mil
Centennial Resources Inc. Recap/Acq. $100 mil
Custom Food Products Acquisition ND
Elis Acquisition $1.1 bil
EZ Buy & EZ Sell Recycle Corp. Refin/Acq. $53 mil
Firearms Training Systems, Inc. Recapitalization $150 mil
GAF Corporation Spin-Off $1.0 bil
Glasstech Recapitalization $85 mil
Hanson America (Suburban Propane) Refin/MLP $1.0 bil
Hayes Wheel International Acquisition $300 mil
Hayes Wheel International Acquisition $233 mil
Keebler Company Acquisition $450 mil
Lifestyles Furnishings International Refinancing $1.1 bil
Mack Printing Companies, Inc. Refinancing ND
MAG Aerospace Industries Recapitalization ND
National Gypsum Company '96 Refinancing $500 mil
Reebok International Ltd. Dividend $800 mil - 1 bil
Roller Bearing Holding Company Acquisition $200 mil
Rust Scaffold Services, Inc. Acquisition $190 mil
Ryder Truck Rentals Acquisition $500 mil
Scotsman Holdings Inc. Sale $600 mil
Statia Terminals Inc. Acquisition ND
Superior Telecom Inc. Spin-Off $175 mil
Thorn EMI Inc. De-merger $3.5 bil
Trump Hotel & Casinos Resort Merger/Recap. $1.2 bil
Vitamin Shoppe Industries, Inc. Acquisition $78 mil
Westin Hotel Company Refinancing $330 mil
Westinghouse Electric Corp. Spin-Off $20 bil
WMS Industries Spin-Off $80 mil
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Overview of Opinion
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Scope of Assignment
Houlihan Lokey Role in Transaction
Houlihan Lokey has been retained by DecisionOne Holdings Corp. (the
"Company"), to provide a solvency opinion (the "Opinion") to the Board of
Directors of the Company and DecisionOne Corporation (the "Operating Co."), in
connection with the transaction (the "Transaction") described below.
DecisionOne and Operating Co. are referred to herein collectively as the
"Entities" and individually as an "Entity."
Summary Description of Proposed Transaction
We understand that the Company has entered into an Agreement and Plan of
Merger, dated as of May 4, 1997 (the "Merger Agreement"), among the Company
and Quaker Holding Co., a Delaware corporation ("MergerSub").
o The Merger Agreement provides for the merger of MergerSub with and
into the Company (the "Merger"), with the Company as the surviving
corporation.
o Pursuant to the Merger, each share of Company Common Stock issued and
outstanding immediately prior to the effective time of the Merger
will be converted, at the election of the holder thereof and subject
to certain limitations, into either (a) the right to receive $23.00
in cash, or (b) the right to retain one fully paid and nonassessable
share of Company Common Stock.
o The right to receive $23.00 in cash or retain Company Common Stock is
subject to proration as set forth in the Merger Agreement.
o As part of the financing for the Transaction, MergerSub expects to
raise $85 million of Senior Discount Notes due 2009 (the "Discount
Notes"), which may be sold together with warrants to purchase shares
of MergerSub common stock (the "Public Warrants").
o The Company will succeed to the obligations of MergerSub with respect
to the Discount Notes and any Public Warrants issued together with
the Discount Notes, and the Public Warrants will, by their terms,
become exercisable for an equal number of shares of the Company
Common Stock.
o Operating Co. will issue Senior Subordinated Notes due 2007 for
approximately $150 million of gross proceeds, and enter into a
syndicated, senior secured loan facility providing for term loan
borrowings in the aggregate principal amount of approximately $470
million and revolving loan borrows of $105 million.
o The proceeds of such financings will, in part, be distributed by
Operating Co. to the Company in the form of a dividend ("Operating
Co. Dividend") and, in part, lent by Operating Co. to the Company
pursuant to an intercompany note.
The Merger and related transactions are referred to collectively herein as the
"Transaction."
Contents of Opinion
Houlihan Lokey's Opinion values each of the Entities as a going concern
(including goodwill) on a pro forma basis, both immediately before and after
giving effect to the proposed Transaction and the associated indebtedness.
Houlihan Lokey's Opinion considers whether both immediately before, and
assuming the Transaction had been consummated as proposed, on a pro forma
basis, after and giving effect to the Transaction:
o the fair value and present fair saleable value of each Entity's
assets exceeds and would exceed its respective stated liabilities and
identified contingent liabilities by not less than $200 million in
the case of the Company and $285 million in the case of Operating Co.;
o each Entity should be able to pay its respective debts as they become
absolute and mature; and
o the capital of each Entity is not and would not be unreasonably small
for the respective businesses in which each is engaged, as management
has indicated it is now and is proposed to be conducted following the
consummation of the Transaction.
Houlihan Lokey's Opinion also considers whether:
o with respect to Operating Co., both immediately before and after
payment of the Operating Co. Dividend, the fair value and present
fair saleable value of Operating Co.'s assets would exceed its total
stated liabilities and identified contingent liabilities by at least
the aggregate par value of Operating Co.'s issued capital stock; and
o with respect to the Company, immediately prior to, and immediately
after giving affect to, the Merger, the fair value and the present
fair saleable value of the Company's assets exceed the sum of the
Company's stated liabilities and identified contingent liabilities
by an amount at least equal to the Company's stated capital.
Contents of Opinion
Balance Sheet Test
The balance sheet test requires an analysis of the value of each of the
Entities as a going concern. As part of this analysis, we considered, among
other things, these factors:
o Historical financial performance for the Entities on a consolidated
basis;
o Historical financial performance for each Entity, on an actual and
pro forma basis, for the fiscal years ended June 30, 1992 through
June 30, 1996;
o Projected financial performance for the Entities on a consolidated
basis for the fiscal years ending June 30, 1998 through June 30,
2002;
o The industry environment in which the Entities operate;
o Performance of certain publicly traded companies similar to the
Entities in terms of, among other things: business operations, size,
profitability, financial leverage and growth;
o Capitalization rates ("multiples") for certain publicly traded
companies, including:
- Total Invested Capital ("TIC")/EBITDA
- TIC/EBIT
- TIC/Revenues
o Multiples derived from acquisitions of publicly traded companies
similar to the business in which the Entities operate;
o Valuation of the Entities using a discounted cash flow approach;
o The capital structure and debt obligations of the Entities; and
o Identified contingent liabilities.
Contents of Opinion
Cash Flow Test
The cash flow test involves a two-step analysis of the Entities' financial
projections:
o Examine the consistency of the projections with historical
performance, current marketing strategies and operating cost
structure; and
o Test the sensitivity of the projections to changes in key variables
including, revenue growth, operating margins, capital expenditures,
working capital management and interest rate fluctuations.
In testing cash flows, we perform extensive sensitivity analysis to determine
the "safety margin" available to deal with unexpected downturns in each
Entity's ability to generate operating cash flow.
Contents of Opinion
Reasonable Capital Test
The reasonable capital test follows from the balance sheet and cash flow
tests. The determination as to whether the net assets remaining with each of
the Entities constitute unreasonably small capital involves an analysis of
various factors, including:
o The degree of sensitivity demonstrated in the cash flow test;
o Historical and expected volatility in revenues, cash flow and capital
expenditures;
o Historical and expected volatility of going concern asset values;
o The maturity structure and the ability to refinance each Entity's
respective obligations;
o The magnitude, timing and nature of identified contingent liabilities;
and
o The nature of the business and the impact on their operations of
financial leverage.
Contents of Opinion
Capital Impairment Tests
This determines whether the fair value and present fair saleable value of each
Entity's assets would exceed each Entity's stated liabilities and identified
contingent liabilities by an amount greater than the aggregate par value or
sated value of its capital stock. Because the par value or stated value of
each Entity's capital stock is nominal ($279,112 for the Company based on
27,911,185 common shares outstanding as of July 14, 1997), the capital
impairment test follows directly from the balance sheet test.
Due Diligence Performed
In connection with this Opinion, we have made such reviews, analyses and
inquiries as we deem necessary and appropriate under the circumstances. Among
other things, we have:
o reviewed the Company's annual reports to shareholders and on Form
10-K for the fiscal year ended June 30, 1996, financial statements
for the fiscal years ended June 30, 1992 through June 30, 1996, and
quarterly reports on Form 10-Q for the three quarters ended March 31,
1997, and comparable financial information for Operating Co. which
management has identified as the most current information available;
o reviewed copies of the following documents and agreements:
a) Form S-1 Registration Statement for Quaker Holding Co. as
originally filed with the SEC on June 5, 1997, and all
amendments thereto,
b) Form S-1 Registration Statement and proxy statement for
DecisionOne Corporation as originally filed with the SEC on
June 3, 1997, and all amendments thereto,
c) Form S-4 Registration Statement for DecisionOne Holdings Corp.
as originally filed with the SEC on June 2, 1997, and all
amendments thereto,
d) Credit Agreement for the $575 Million New Credit Facility
dated August 7, 1997, and
e) Schedule 13-E Amendment No. 2 Transaction Statement for
DecisionOne Holdings Corp. as filed with the SEC on June 2,
1997, and all amendments thereto;
o met with certain members of the senior management of the Company to
discuss the operations, financial condition, future prospects and
projected operations and performance of the Company and Operating
Co., and met with representatives of the Company's counsel to discuss
certain matters;
o reviewed projections prepared by the Company's management with
respect to the Company for the years ended June 30,1998 through 2002,
and certain alternate projections for the same period, which are the
two projections summarized in the Company's Form S-4 as originally
filed with the SEC on June 2, 1997, as amended thereto;
o reviewed the historical market prices and trading volume for the
Company's publicly traded securities;
o reviewed other publicly available financial data (including earnings
announcements) for the Company and certain companies that we deem
comparable to the Company;
o reviewed certain presentations of Smith Barney to the board of
directors and the fairness opinion of Smith Barney; and
o conducted such other studies, analyses and investigations as we have
deemed appropriate.
- ------------------------------------------------------------------------------
Valuation Methodologies
- ------------------------------------------------------------------------------
Valuation Methodologies
In determining the fair value and present fair saleable value of the aggregate
assets of the Entities, the following three approaches were employed:
o Market Multiples
o Comparable Sales
o Discounted Cash Flow
The first approach, the market multiple approach, involved the multiplication
of various earnings and cash flow measures by appropriate risk
adjusted multiples.
Multiples were determined through an analysis of certain publicly traded
companies, selected on the basis of operational and economic similarity with
the principal business operations of the Entities. Earnings and cash flow
multiples were calculated for the comparative companies based upon daily
trading prices. A comparative risk analysis between the Company, Operating Co.
and the public companies formed the basis for the selection of appropriate
risk adjusted multiples for the Entities. The risk analysis incorporates both
quantitative and qualitative risk factors which relate to, among other things,
the nature of the industry in which the Entities and other comparative
companies are engaged.
The second approach, the comparable sales approach, also involved multiples of
earnings and cash flow. Multiples utilized in this approach were determined
through an analysis of transactions involving controlling interests in
companies with operations similar to each Entity's principal business
operations.
In the third approach, the discounted cash flow approach, pro forma
projections for each Entity were utilized. The cash flows projected were
analyzed on a "debt-free" basis (before cash payments to equity and
interest-bearing debt investors) and an equity basis in order to develop a
value indication for each Entity. A provision for the value of each Entity at
the end of the forecast period, or terminal value, was also made. The present
value of the cash flows and the terminal value was determined using a
risk-adjusted rate of return or "discount rate." The discount rate, in turn,
was developed through an analysis of rates of return on alternative investment
opportunities on investments in companies with similar risk characteristics to
each Entity.
- ------------------------------------------------------------------------------
Summary of Solvency Analysis
- ------------------------------------------------------------------------------
DecisionOne Holdings Corp.
Summary of Solvency Analysis
<TABLE>
<CAPTION>
($ In Thousands)
BALANCE SHEET TEST Low High
- ------------------ --- ----
<S> <C> <C> <C> <C> <C>
Fair Value and Present Fair Saleable Value of Assets $855,000 -- $979,000
Less: Pro forma Debt of DecisionOne Corporation (1) ($629,100) ($629,100)
Less: Contingent Liabilities ($2,000) ($2,000)
Equity Value of DecisionOne Corporation $233,900 -- $347,900
Less: Pro forma Debt of DecisionOne Holdings Corp. (1) ($85,000) ($85,000)
Equity Value of DecisionOne Holdings Corp. $138,900 -- $262,900
REASONABLE CAPITAL TEST Low High
- ----------------------- --- ----
Equity Value of DecisionOne Corporation (1) $223,900 $347,900
Fair Value and Present Fair Saleable Value of Assets $855,000 $979,000
Equity Cushion for DecisionOne Corporation 26.2% 35.5%
Equity Value of DecisionOne Holdings Corp. $138,900 $262,900
Fair Value and Present Fair Saleable Value of Assets $855,000 $979,000
Equity Cushion for DecisionOne Holdings Corp. 16.2% 26.9%
CASH FLOW TEST (1) 1998 1999 2000 2001 2002
- ------------------ ---- ---- ---- ---- ----
Excess Cash Flow After Required Debt Repayments $22,900 $27,600 $28,400 $24,900 $52,900
Required Debt Repayments $7,150 $13,900 $22,250 $41,750 $28,980
Remaining Funded Debt $695,100 $666,000 $629,300 $578,400 $514,600
Revolver Availability $105,000 $105,000 $105,000 $105,000 $105,000
Cash Cushion (2) $115,000 $115,000 $115,000 $115,000 $115,000
- ----------
(1) Based on financial projections reflecting estimated pro forma
capitalization. Excludes the impact of intercompany loans between the
Company and Operating Co.
(2) Includes projected cash balances of $10 million.
</TABLE>
DecisionOne Holdings Corp.
Summary Valuation Indications
<TABLE>
<CAPTION>
($ In Thousands)
<S> <C> <C> <C>
TOTAL INVESTED CAPITAL CONCLUSIONS
- ---------------------------------- 0
Market Multiple Approach $782,000 -- $937,000
Comparable Transaction Approach $816,000 -- $925,000
Discounted Cash Flow Approach $968,000 -- $1,075,000
RESULTS SUMMARY
- ---------------
Concluded TIC Value $855,000 -- $979,000
Less: Pro forma Debt of DecisionOne Corporation (1) ($629,100) -- ($629,100)
Less: Contingent Liabilities ($2,000) ($2,000)
Concluded Equity Value of DecisionOne Corporation $223,900 $347,900
Less: Pro forma Debt of DecisionOne Holdings Corp. (1) ($85,000) ($85,000)
Concluded Equity Value of DecisionOne Holdings Corp. $138,900 -- $262,900
IMPLIED MARKET MULTIPLES
- ------------------------
TIC Value Range $855,000 -- $979,000
Implied 1997 Adj EBITDA Multiple 7.11 -- 8.14
Implied 1997 Adj EBIT Multiple 10.65 -- 12.19
- ----------
(1) Based on financial projections reflecting estimated Proforma
capitalization. Excludes the impact of intercompany loans between the
Company and Operating Co.
</TABLE>
DecisionOne Holdings Corp.
Cash Cushion and Coverage Ratios
<TABLE>
<CAPTION>
Projected Fiscal Year Ending June 30,
-------------------------------------------------------------
($ In Millions) 1998 1999 2000 2001 2002
<S> <C> <C> <C> <C> <C>
CASH CUSHION:
Maximum Revolver Availability $105.0 $105.0 $105.0 $105.0 $105.0
Less: Projected Revolver Balance $0.0 $0.0 $0.0 $0.0 $0.0
----- ----- ----- ----- -----
Projected Revolver Availability (overadvance) $105.0 $105.0 $105.0 $105.0 $105.0
Projected Available Cash - Beginning Balance $10.0 $10.0 $10.0 $10.0 $10.0
----- ----- ----- ----- -----
Projected Cash Cushion $115.0 $115.0 $115.0 $115.0 $115.0
COVERAGE RATIOS:
Adj EBITDA $130.3 $144.0 $168.5 $196.0 $225.9
Cash Interest $55.2 $52.1 $48.3 $43.4 $37.3
CAPEX $13.0 $14.3 $15.7 $17.3 $19.0
Funded Debt Remaining $695.1 $666.0 $629.3 $578.4 $514.6
Adj EBITDA / Cash Interest 2.4 2.8 3.5 4.5 6.1
Adj EBITDA - CAPEX / Cash Interest 2.1 2.5 3.2 4.1 5.6
Adj EBITDA / Total Debt Service (1) 2.1 2.2 2.4 2.3 3.4
Adj EBITDA - CAPEX / Total Debt Service (1) 1.9 2 2.2 2.1 3.1
Total Funded Debt / Adj EBITDA 5.3 4.6 3.7 3 2.3
- ----------
(1) Total Debt Service equals cash interest plus scheduled principal
amortization.
</TABLE>
- ------------------------------------------------------------------------------
Solvency Opinion
- ------------------------------------------------------------------------------
Letterhead of Houlihan Lokey Howard & Zukin
August 7, 1997
To The Board of Directors of DecisionOne Holdings Corp.
To The Board of Directors of DecisionOne Corporation
Dear Directors:
We understand that DecisionOne Holdings Corp. (the "Company") has entered into
an Agreement and Plan of Merger, dated as of May 4, 1997 (the "Merger
Agreement"), among the Company and Quaker Holding Co., a Delaware corporation
("MergerSub").
We further understand the Merger Agreement provides, among other things, for
the merger of MergerSub with and into the Company (the "Merger"), with the
Company as the surviving corporation. Pursuant to the Merger, each share of
Company Common Stock issued and outstanding immediately prior to the effective
time of the Merger (the "Effective Time") will be converted, at the election
of the holder thereof and subject to the terms described in the Merger
Agreement, into either (a) the right to receive $23.00 in cash, or (b) the
right to retain one fully paid and nonassessable share of Company Common Stock
(the "Merger Consideration"). The right to receive $23.00 in cash or retain
Company Common Stock is subject to proration as set forth in the Merger
Agreement.
In order to finance the Transaction, as defined hereinafter, MergerSub expects
to raise $85 million through the issuance of Senior Discount Notes due 2009
(the "Discount Notes"). In addition, DecisionOne Corporation, a
wholly-owned and the principal operating subsidiary of the Company ("Operating
Co."), expects to issue Senior Subordinated Notes due 2007 (the "Senior
Subordinated Notes") for approximately $150 million of gross proceeds, and
expects to enter into a syndicated, senior secured loan facility providing for
term loan borrowings in the aggregate principal amount of approximately $470
million and revolving loan borrowings of $105 million (the "New Credit
Facility"). The proceeds of such financings will, in part, be distributed by
Operating Co. to the Company in the form of a dividend (the "Operating Co.
Dividend") and, in part, lent by Operating Co. to the Company pursuant to an
intercompany note. The Merger and related transactions will be referred to
collectively herein as the "Transaction."
You have requested our written opinion (the "Opinion") as to the matters set
forth below. This Opinion values each of the Company and Operating Co. as a
going-concern (including goodwill), both immediately before and, on a pro
forma basis, immediately after and giving effect to the Transaction and the
associated indebtedness. For purposes of this Opinion, "fair value" shall be
defined as the amount at which each of the Company and Operating Co. would
change hands between a willing buyer and a willing seller, each having
reasonable knowledge of the relevant facts, neither being under any compulsion
to act, with equity to both; and "present fair saleable value" shall be
defined as the amount that may be realized if each of the Company's and
Operating Co.'s aggregate assets (including goodwill) are sold as an entirety
with reasonable promptness in an arm's length transaction under present
conditions for the sale of comparable business enterprises, as such conditions
can be reasonably evaluated by Houlihan Lokey. We have used the same valuation
methodologies in determining fair value and present fair saleable value for
purposes of rendering this Opinion. The term "identified contingent
liabilities" shall mean the stated amount of contingent liabilities identified
to us and valued by responsible officers of each of the Company and Operating
Co., upon whom we have relied upon without independent verification; no other
contingent liabilities have been considered by us. Being "able to pay its
debts as they become absolute and mature" shall mean that, assuming the
Transaction has been consummated as proposed, the Company's financial
forecasts for the period 1998 to 2002 indicate positive cash flow for each of
the Company and Operating Co. for such period, including (and after giving
effect to) the payment of installments of principal and interest due under
loans made pursuant to the indebtedness incurred by each in the Transaction,
as such installments are scheduled at the close of the Transaction. It is
Houlihan Lokey's understanding, upon which it is relying, that the Company's
and Operating Co.'s Board of Directors and any other recipient of the Opinion
will consult with and rely solely upon their own legal counsel with respect to
said definitions. No representation is made herein, or directly or indirectly
by the Opinion, as to any legal matter or as to the sufficiency of said
definitions for any purpose other than setting forth the scope of Houlihan
Lokey's opinion hereunder.
Notwithstanding the use of the defined terms "fair value" and "present fair
saleable value," we have not been engaged to identify prospective purchasers
or to ascertain the actual prices at which and terms on which the Company and
Operating Co. can currently be sold, and we know of no such efforts by others
other than this transaction. Because the sale of any business enterprise
involves numerous assumptions and uncertainties, not all of which can be
quantified or ascertained prior to engaging in an actual selling effort, we
express no opinion as to whether the Company and Operating Co. would actually
be sold for the amount we believe to be its fair value and present fair
saleable value.
In connection with this Opinion, we have made such reviews, analyses and
inquiries as we have deemed necessary and appropriate under the circumstances.
Among other things, we have:
1. reviewed the Company's annual reports to shareholders and on Form
10-K for the fiscal year ended June 30, 1996, financial statements
for the fiscal years ended June 30, 1992 through June 30, 1996,
and quarterly reports on Form 10-Q for the three quarters ended
March 31, 1997, and comparable financial information for Operating
Co. which management has identified as the most current
information available;
2. reviewed copies of the following agreements:
-- Form S-1 Registration Statement for Quaker Holding Co. as
originaly filed with the SEC on June 5, 1997, and all
amendments thereto,
-- Form S-1 Registration Statement and proxy statement for
DecisionOne Corporation as originally filed with the SEC on
June 3, 1997, and all amendments thereto,
-- Form S-4 Registration Statement for DecisionOne Holdings
Corp. as originally filed with the SEC on June 2, 1997, and all
amendments thereto,
-- Credit Agreement for the $575 Million New Credit Facility
dated August 7, 1997,
-- Schedule 13-E Amendment No. 2 Transaction Statement for
DecisionOne Holdings Corp. as filed with the SEC on June 2,
1997, and all amendments thereto;
3. met with certain members of the senior management of the Company
to discuss the operations, financial condition, future prospects
and projected operations and performance of the Company and
Operating Co., and met with representatives of the Company's
counsel to discuss certain matters;
4. reviewed projections prepared by the Company's management with
respect to the Company for the years ended June 30, 1998 through
2002, and certain alternate projections for the same period, which
are the two projections summarized in the Company's Form S-4 as
originally filed with the SEC on June 2, 1997, as amended thereto;
5. reviewed the historical market prices and trading volume for the
Company's publicly traded securities;
6. reviewed other publicly available financial data (including
earnings announcements) for the Company and certain companies that
we deem comparable to the Company;
7. reviewed the presentations of Smith Barney to the board of
directors and the opinion of Smith Barney; and
8. conducted such other studies, reviews, analyses and investigations
as we have deemed appropriate.
We have relied upon and assumed, without independent verification, that the
financial forecasts and projections provided to us have been reasonably
prepared and reflect the best currently available estimates of the future
financial results and condition of the Company and Operating Co., and that
there has been no material adverse change in the assets, financial condition,
business or prospects of the Company and Operating Co. since the date of the
most recent financial statements made available to us.
We have not independently verified the accuracy and completeness of the
information supplied to us with respect to the Company and Operating Co. and
do not assume any responsibility with respect to it. We have not made any
physical inspection or independent appraisal of any of the properties or
assets of the Company and Operating Co. Our opinion is necessarily based on
business, economic, market and other conditions as they exist and can be
evaluated by us at the date of this letter.
Based upon the foregoing, and in reliance thereon, it is our opinion as of the
date of this letter that both immediately before and, assuming the Transaction
had been consummated as proposed, on a proforma basis, after and giving effect
to the Transaction:
(a) the fair value and present fair saleable value of each of the
Company's and Operating Co.'s assets exceeds and would exceed its
respective stated liabilities and identified contingent
liabilities by not less than $200 million in the case of the
Company and $285 million in the case of Operating Co.;
(b) each of the Company and Operating Co. should be able to pay its
respective debts as they become absolute and mature; and
(c) the capital of each of the Company and Operating Co. is not and
would not be unreasonably small for the respective business in
which each is engaged, as management has indicated it is now and
is proposed to be conducted following the consummation of the
Transactions.
In addition, with respect to the Operating Co. Dividend, it is our opinion as
of the date of this letter that, both immediately before and after payment of
the Operating Co. Dividend, the fair value and present fair saleable value of
Operating Co.'s assets would exceed its total stated liabilities and
identified contingent liabilities by at least the aggregate par value of
Operating Co.'s issued capital stock.
Finally, we understand that the Company's Board of Directors has been advised
by its counsel that, because the Transaction is structured as a merger and not
as a repurchase of shares the Delaware courts should not impose the capital
impairment requirements of Section 160 of the Delaware General Corporation Law
on the repayments made in respect of Shares in the Merger. However, assuming
solely for purposes of this portion of the Opinion that a court were to treat
the Merger as a repurchase of shares by the Company, it is our opinion as of
the date of this letter that, assuming the Merger had been consummated as
proposed except that the consideration paid to the Company's stockholders
therein were treated as payments made to repurchase such shares (rather than
payments made in respect of shares in a merger), immediately prior to, and
immediately after and giving affect to, the Merger, each of the fair value and
the present fair saleable value of the Company's assets exceeds the sum of
Company's stated liabilities and identified contingent liabilities by an amount
at least equal to the Company's stated capital.
This Opinion is furnished solely for your benefit and may not be relied upon
by any other person without our express, prior written consent. This Opinion
is delivered to each recipient subject to the conditions, scope of engagement,
limitations and understandings set forth in this Opinion and our engagement
letter dated July 10, 1997.
HOULIHAN, LOKEY, HOWARD & ZUKIN, INC.
- ------------------------------------------------------------------------------
Supporting Exhibits
- ------------------------------------------------------------------------------
DecisionOne Holdings Corp.
Market Multiple Approach
<TABLE>
<CAPTION>
($ In Thousands)
Representative
Level Multiple Range Debt Outstanding Total Invested Capital
-------------- -------------- ---------------- ----------------------
<S> <C> <C> <C> <C>
Fiscal Year Ended
30-Jun-96
- -----------------
TIC/Revenues $697,676 1.00 - 1.50 $697,676 - $1,046,514
TIC/Adj EBITDA $99,338 8.5 - 9.5 $844,373 - $943,711
TIC/EBIT $49,373 14.0 - 16.0 $691,222 - $789,968
Equity Value/Earnings (P/E) NA 25.0- 27.0 $714,100 NA - NA
9 Mo. Annualized
31-Mar-97
- -----------------
TIC/Revenues $769,665 0.75 - 1.25 $577,249 - $962,081
TIC/Adj EBITDA $101,384 7.0 - 8.0 $709,688 - $811,072
TIC/EBIT $65,788 12.0 - 13.0 $789,456 - $855,244
Equity Value/Earnings (P/E) NA 19.0 - 21.0 $714,100 NA - NA
Q3 Annualized
30-Jun-97
- -----------------
TIC/Revenues $820,300 0.75 - 1.25 $615,225 - $1,025,375
TIC/Adj EBITDA $120,300 7.0 - 8.0 $842,100 - $962,400
TIC/EBIT $80,300 12.0 - 13.0 $963,600 - $1,043,900
Equity Value/Earnings (P/E) NA 19.0 - 21.0 $714,100 NA - NA
Projected FYE
30-Jun-98
- -----------------
TIC/Adj EBITDA $130,300 6.0 - 7.0 $781,800 - $912,100
TIC/EBIT $86,400 10.0 - 11.0 $864,000 - $950,400
Equity Value/Earnings (P/E) $11,100 16.00 - 18.00 $714,100 $891,700 - $913,900
- ----------------------------------------------------------------------------------------------------------------------
TIC Value Range $782,000 - $937,000
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
DecisionOne Holdings Corp.
Representative Earnings Levels
<TABLE>
<CAPTION>
Proforma (1) Proforma (2)
Fiscal Year 9 Mo. Proforma (3)
Ended Annualized Q3 Annualized
06/30/96 % 03/31/97 % 06/30/97 %
------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
Revenues $697,676 $769,665 $820,300
- --------------------------------------------------------------------------------------------------------------
Cost of Sales 517,244 74.1% 570,625 74.1% 601,500 73.3%
Gross Profit 180,432 25.9% 199,040 25.9% 218,800 26.7%
Operating Income 68,687 9.8% 60,055 7.8% 80,300 9.8%
Income (Loss) From Continuing (1,868) -0.3% (6,451) -0.8% 6,000 0.7%
Operations
Net Income (Loss) (3,795) -0.5% (6,451) -0.8% 6,000 0.7%
EBITDA $147,805 21.2% $162,240 21.1% $185,700 22.6%
Less: Amortization of Repairable Parts $48,467 $60,856 $65,400
Adjusted EBITDA $99,338 14.2% $101,384 13.2% $120,300 14.7%
Less: Other Amortization and $49,965 $35,596 $40,000
Depreciation
EBIT $49,373 7.1% $65,788 8.5% $80,300 9.8%
</TABLE
</TABLE>
<TABLE>
<CAPTION>
Proforma (3) Projected FYE
Q4 Annualized (4)
06/30/97 % 06/30/98 %
------------- -------------
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------
Revenues $850,200 $873,000
- ---------------------------------------------------------------------------------------
Cost of Sales 629,900 74.1% 641,900 73.5%
Gross Profit 220,300 25.9% 231,100 26.5%
Operating Income 89,500 10.5% 86,400 9.9%
Income (Loss) From Continuing 22,500 2.6% 11,100 1.3%
Operations
Net Income (Loss) 22,500 2.6% 11,100 1.3%
EBITDA $202,300 23.8% $207,300 23.7%
Less: Amortization of Repairable Parts $71,300 $77,000
Adjusted EBITDA $131,000 15.4% $130,300 14.9%
Less: Other Amortization and $41,500 $43,900
Depreciation
EBIT $89,500 10.5% $86,400 9.9%
- ----------
(1) Proforma figures are based on the Company's historical consolidated
financial statements for the year ended 12/31/96, as adjusted to give
effect to the acquisition of BABSS and the proposed merger including
the merger financing and proceeds.
(2) Proforma figures are based on the Company's historical consolidated
financial statements for the nine months ended 3/31/97, as adjusted to
give effect to the acquisition of BABSS and the proposed merger
including the merger financing and proceeds. In addition, the pro
forma nine month figures were annualized to more closely reflect the
Company's representative operating performance.
(3) Proforma figures are based on the Company's historical consolidated
financial statements for the third quarter ended 3/31/97 and fourth
quarter ended 6/30/97, as adjusted to give effect to the acquisition of
BABSS and the proposed merger including the merger financing and
proceeds. In addition, the pro forma three month figures were
annualized to more closely reflect the Company's representative
operating performance.
(4) Projected figures are based on forecasting assumptions of the Company's
management.
</TABLE>
DecisionOne Holdings Corp.
Comparable Public Company Multiples
<TABLE>
<CAPTION>
TIC/EBITDA TIC/EBIT
- ---------- --------
Proj. Proj.
06/30/98 LTM FYE 06/30/98 LTM FYE
-------- --- --- -------- --- ---
<S> <C> <C> <C> <C> <C> <C> <C>
BancTec 5.3 6.0 6.3 BancTec 7.7 9.4 9.9
BDM International 8.3 9.7 8.9 BDM International 10.6 12.6 11.2
Computer Horizons NMF NMF NMF Computer Horizons 24.8 NMF NMF
Computer Sciences 7.5 8.9 9.0 Computer Sciences 12.3 16.2 16.6
Data General 6.0 7.8 8.9 Data General 11.4 20.3 29.4
GENICOM 3.7 5.7 5.9 GENICOM 7.0 16.7 19.8
Unisys 6.5 7.0 8.0 Unisys 10.9 11.9 15.7
Vanstar 7.0 8.0 10.4 Vanstar 7.5 9.0 12.5
Wang Laboratories 6.4 6.8 8.1 Wang Laboratories 22.4 21.6 28.0
- ---------------------------------------------------------- ----------------------------------------------------------
Median 6.5 7.4 8.5 Median 10.9 14.4 16.2
Mean 6.3 7.5 8.2 Mean 12.7 14.7 17.9
- ---------------------------------------------------------- ----------------------------------------------------------
Implied Multiples (2) 6.5 7.5 9.0 Implied Multiples (2) 10.5 12.5 15.0
Implied Purchase Multiples (3) 7.1 7.7 9.3 Implied Purchase Multiples (3) 10.3 11.5 18.7
- ---------------------------------------------------------- ----------------------------------------------------------
TIC/Revenue Price/Earnings
- ----------- --------------
Proj.
LTM FYE 06/30/98 LTM FYE
--- --- -------- --- ---
BancTec 1.14 1.18 BancTec 11.8 13.8 14.8
BDM International 0.65 0.72 BDM International 19.0 25.9 25.2
Computer Horizons 3.65 4.16 Computer Horizons 41.6 NMF NMF
Computer Sciences 1.13 1.16 Computer Sciences 19.6 16.6 26.5
Data General 0.90 1.00 Data General 18.9 23.9 41.5
GENICOM 0.46 0.49 GENICOM 9.3 16.2 20.1
Unisys 0.82 0.84 Unisys 10.3 NMF NMF
Vanstar 0.28 0.34 Vanstar 11.4 19.6 NMF
Wang Laboratories 1.10 1.24 Wang Laboratories 30.7 NMF NMF
- ---------------------------------------------------------- ----------------------------------------------------------
Median 0.90 1.00 Median 18.9 18.1 25.2
Mean 1.13 1.24 Mean 19.2 19.3 25.6
- ---------------------------------------------------------- ----------------------------------------------------------
Implied Multiples (2) 1.00 1.25 Implied Multiples (2) 17.0 20.0 26.0
Implied Purchase Multiples (3) 1.13 1.33 Implied Purchase Multiples (3) 9.38 NA NA
- ---------------------------------------------------------- ----------------------------------------------------------
- ----------
(1) TIC (Total Invested Capital) = market value of equity plus preferred stock
plus debt.
(2) Implied Multiples based on the midpoint of Houlihan Lokey's valuation
range.
(3) Implied Purchase Multiples based on $925.2 million in total invested
capital (net of $52.8 million in fees) of the Transaction.
</TABLE>
DecisionOne Holdings Corp.
Risk Analysis Rankings (1)
Size Liquidity
(Revenue in Millions) (Current Ratio)
Unisys $6,478.1 Computer Horizons 4.4
Computer Sciences $5,616.0 BDM International 1.8
Vanstar $2,116.0 Computer Sciences 1.3
Data General $1,397.3 Data General 1.2
Wang Laboratories $1,198.3 Wang Laboratories 1.1
BDM International $1,027.0 BancTec 0.9
DecisionOne $743.8 GENICOM 0.8
BancTec $556.3 DecisionOne 0.8
GENICOM $326.0 Unisys 0.7
Computer Horizons $246.6 Vanstar 0.6
Profitability Profitability
(Gross Profit Margin) (Adj. EBITDA Margin)
Data General 34.0% BancTec 19.2%
Unisys 33.9% DecisionOne 14.2%
Computer Horizons 30.3% Computer Sciences 12.8%
BancTec 28.8% Data General 11.3%
GENICOM 23.8% Unisys 11.2%
Wang Laboratories 22.1% Wang Laboratories 9.4%
DecisionOne 22.1% Computer Horizons 9.2%
Computer Sciences 15.5% BDM International 8.1%
BDM International 14.5% GENICOM 8.0%
Vanstar 14.2% Vanstar 5.0%
Growth Growth
(Four-Year Revenue Growth) (Annual Revenue Growth)
DecisionOne 47.9% DecisionOne 78.5%
BDM International 23.9% Vanstar 23.5%
Computer Horizons 23.0% Computer Sciences 18.5%
Computer Sciences 19.2% Computer Horizons 15.6%
GENICOM 8.0% Wang Laboratories 14.0%
BancTec 6.4% Data General 11.2%
Data General 4.3% BDM International 11.2%
Unisys -1.3% GENICOM 8.9%
Wang Laboratories -12.9% BancTec 6.2%
Vanstar NA Unisys 2.8%
Activity Leverage
(A/R collection Period) (Total Debt/TIC)
Vanstar 35.4 Computer Horizons 0.3%
Unisys 50.7 Vanstar 3.0%
DecisionOne 56.2 BDM International 3.1%
Data General 68.9 Computer Sciences 10.0%
GENICOM 69.6 Data General 12.3%
Wang Laboratories 72.1 Wang Laboratories 14.4%
Computer Sciences 78.0 BancTec 16.4%
BDM International 79.0 DecisionOne 28.8%
Computer Horizons 83.4 Unisys 44.9%
BancTec 90.3 GENICOM 45.7%
Profitability Quality of Earnings
(EBIT Margin) (Depreciation to EBIT)
BancTec 12.1% GENICOM 194.4%
DecisionOne 8.9% Data General 180.0%
Computer Horizons 8.5% DecisionOne 143.8%
Computer Sciences 6.8% Computer Sciences 86.7%
BDM International 6.5% Unisys 78.9%
Unisys 6.2% BancTec 57.8%
Vanstar 4.6% BDM International 25.1%
Data General 4.1% Vanstar 8.9%
GENICOM 2.7% Computer Horizons 8.6%
Wang Laboratories -1.5% Wang Laboratories NMF
Growth Growth(1)
(Annual EBITDA Growth) (Five-Year Projected Earnings Growth)
Vanstar 142.6% Computer Horizons 38.8%
Data General 122.2% Vanstar 20.0%
DecisionOne 63.0% Computer Sciences 16.8%
BancTec 30.4% DecisionOne 16.5%
Unisys 25.8% Data General 14.8%
Computer Sciences 24.4% BancTec 13.0%
BDM International 19.1% Unisys 6.3%
Computer Horizons 1.2% BDM International NA
GENICOM -26.0% Wang Laboratories NA
Wang Laboratories -38.5% GENICOM NA
- ---------
(1) Source: Zack's earnings estimates which reflect the most recent twelve
month figures.
DecisionOne Holdings Corp.
Comparable Transactions Approach
<TABLE>
<CAPTION>
($ In Thousands)
Representative Total Invested
Level Multiple Range Capital
-------------- -------------- --------------
<S> <C> <C> <C>
Fiscal Year Ended
30-Jun-96
- -----------------
TIC/Revenues $697,676 0.80 - 1.00 $558,141 - $697,676
TIC/Adj EBITDA $99,338 8.5 - 9.5 $844,373 - $943,711
TIC/EBIT $49,373 14.0 - 15.0 $691,222 - $740,595
Q3 Annualized
30-Jun-97
- -----------------
TIC/Revenues $820,300 0.80 - 1.00 $656,240 - $820,300
TIC/Adj EBITDA $120,300 8.5 - 9.5 $1,022,550 - $1,142,850
TIC/EBIT $80,300 14.0 - 15.0 $1,124,200 - $1,204,500
- --------------------------------------------------------------------------------------------
TIC Valuation Range
(Acquisition Basis) $816,000 - $925,000
- --------------------------------------------------------------------------------------------
TIC = Total Invested Capital
</TABLE>
DecisionOne Holdings Corp.
Comparable Transactions Multiples Summary (1)
($ in millions)
<TABLE>
<CAPTION>
Date
Announced Target Name Target Business Description Acquiror Name
- --------- ----------- --------------------------- -------------
<S> <C> <C> <C>
02/27/97 Triad Systems Corp. Mnfr and support computer systems Hicks, Muse & Cooperative Computing
07/24/96 I-NET Provides computer services Wang Laboratories Inc
06/05/96 Genix Group (MCN Corp) Provides data processing services Affiliated Computer Services
05/31/96 NCS Financial Systems Inc Provides accounting services SunGard Data Systems Inc
05/20/96 AmeriData Technologies Inc Wholesales computers, peripherals General Electric Capital Services
04/03/96 Trecom Business Systems Inc Provides computer programming Amdahl Corp
11/27/95 DMR Group Provides information technology Ahdahl Corp
10/20/95 Bell Atlantic Business Systems Serv. Provides computer services Decision Servcom Inc. (DecisionOne)
</TABLE>
Implied Transaction Multiples
Transaction -----------------------------------
Value(2) Sales EBITDA EBIT
----------- ----- ------ ----
$219.1 1.24 9.8 16.6
$206.7 0.63 NA NA
$132.9 1.21 NA 16.6
$95.0 1.64 7.00 10.5
$835.0 0.49 10.2 13.9
$145.0 NA NA NA
$140.0 0.51 10.60 7.30
$250.0 0.50 NA 24.80
- ------------------------------------------------------------------------
Median $145.0 0.63 10.0 15.3
Mean $253.0 0.89 9.4 15.0
- ------------------------------------------------------------------------
Soucre: Securities Data Company, Inc. (201) 622-3100
(1) Includes transactions within the past two years which were over $50MM.
DecisionOne Holdings Corp.
Discounted Cash Flow Approach
($ in millions)
<TABLE>
<CAPTION>
Projected Fiscal Year Ending June 30,
1998 1999 2000 2001 2002 Terminal(1)
---- ---- ---- ---- ---- -----------
<S> <C> <C> <C> <C> <C> <C>
Reported EBITDA $207.3 $233.9 $267.0 $301.2 $333.3 $1,533
Depreciation & Amortization 120.9 138.0 145.8 150.0 148.9
Taxable EBIT
Less:
Taxes @ 40% (34.6) (38.4) (48.5) (60.5) (73.8)
Working Capital (Incr)/Decr (11.0) (1.8) (1.6) (1.6) (1.7)
Capital Expenditures and Acquisitions (27.4) (32.3) (33.7) (35.3) (37.0)
Add: Depreciation & Amortization 120.9 138.0 145.8 150.0 148.9
Less: Repairable Parts (85.0) (91.6) (98.6) (106.2) (114.3)
Free Cash Flow Before Interest 49.3 69.8 84.6 97.6 106.5 1,533
Present Value $1,022
WACC = 15.50%
Terminal EBITDA Multiple= 7.0
Terminal EBITDA Multiple
----------------------------------------------------
6.0 6.5 7.0 7.5 8.0
13.5% 986 1,044 1,103 1,161 1,219
14.5% 950 1,005 1,061 1,117 1,172
Discount Rate 15.5% 915 968 1,022 1,075 1,128
16.5% 882 933 984 1,035 1,086
17.5% 851 900 948 997 1,046
TIC Value Range $968 -- $1,075
Implied 1997 Adj EBITDA Multiple 8.05 -- 8.94
Implied 1997 EBIT Multiple 12.06 -- 13.39
- ----------
(1) Terminal Value = 2002 Representative Adj EBITDA of $219MM* Terminal EBITDA
Multiple.
</TABLE>
BancTec, Inc.
BancTec, Inc. is a worldwide systems integration and services company based in
Dallas, Texas. The company specializes in automated applications primarily for
the banking, financial services, insurance, healthcare, utility and
telecommunications industries. It is also a leading provider of network
support services for local area networks and personal computers as well as
provider of integrated financial transaction and document processing
equipment. The company employs over 3,600 people and serves a broad range of
Fortune 1000 companies and government agencies such as NatWest and the Federal
Reserve Bank.
BancTec's document processing division offers document imaging applications
and software including data management, document and form creation and
workflow processing. In addition, the company owns and operates three services
bureau facilities which provide check and data processing services. Its
document processing equipment is concentrated in a series of high definition
and precision page readers/scanners. The network management and support
services division outsources personal computer maintenance for original
equipment manufacturers, large corporations and government agencies. This
division represents approximately 13% of its revenue base in fiscal year 1997.
05978410 BTC BANCTEC INC
New York
Common
Prices in U.S. dollars
Adjusted for stock dividends and stock splits as of 8/12/97
Daily prices 8/01/96 to 7/31/97
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
8/01/96 18900 20 3/4 10/03/96 74900 21 5/8
8/02/96 19100 20 1/2 10/04/96 43000 22 1/8
8/05/96 6500 20 1/2 10/07/96 56700 22
8/06/96 12600 20 1/2 10/08/96 28500 22 1/4
8/07/96 17600 20 1/4 10/09/96 58000 22 5/8
8/08/96 28100 20 3/8 10/10/96 67500 22 3/4
8/09/96 17800 20 1/8 10/11/96 22700 22 1/2
8/12/96 33900 19 7/8 10/14/96 17600 22 3/8
10/15/96 64500 22 5/8
8/13/96 14200 19 1/4 10/16/96 13500 22 1/4
8/14/96 2600 19 1/2 10/17/96 17400 21 7/8
8/15/96 21200 19 3/4 10/18/96 18300 22
8/16/96 20400 19 7/8
10/21/96 27000 22 1/8
8/19/96 6600 19 1/2 10/22/96 27200 21 3/4
8/20/96 10000 19 1/2 10/23/96 93100 22 1/8
8/21/96 3700 19 1/4 10/24/96 42700 22
8/22/96 10900 19 1/2 10/25/96 268600 21 3/4
8/23/96 56600 19 5/8
10/28/96 85400 21 1/2
8/26/96 16100 19 1/2
8/27/96 7700 19 3/8 10/29/96 78100 20 7/8
8/28/96 13200 19 1/2 10/30/96 82200 20 5/8
8/29/96 19000 19 3/4 10/31/96 23900 20 3/8
8/30/96 15800 19 1/2 11/01/96 17900 20 1/4
9/02/96 0 HOL 11/04/96 65800 20 3/8
9/03/96 16600 19 3/8 11/05/96 57200 20 1/4
9/04/96 19500 19 11/06/96 64800 20 5/8
9/05/96 17200 18 7/8 11/07/96 54100 21 3/8
9/06/96 32800 18 3/4 11/08/96 44900 21 1/8
11/11/96 46300 21
9/09/96 20300 19 11/12/96 20400 20 7/8
9/10/96 42700 19 3/8 11/13/96 19100 20 3/4
9/11/96 45400 19 3/4 11/14/96 9200 20 7/8
9/12/96 58900 20 1/8 11/15/96 106000 21 1/8
9/13/96 85800 20 5/8
11/18/96 62900 20 7/8
9/16/96 194300 20 5/8 11/19/96 9600 21
9/17/96 75200 20 5/8 11/20/96 37700 20 1/2
9/18/96 20700 20 3/4 11/21/96 62100 20 1/4
9/19/96 68600 21 11/22/96 58800 20 1/8
9/20/96 73000 20 7/8
9/23/96 43900 20 1/2 11/25/96 16800 19 7/8
9/24/96 46500 20 5/8 11/26/96 31800 19 7/8
9/25/96 101700 20 7/8 11/27/96 77000 19 3/4
9/26/96 63100 20 3/4 11/28/96 0 HOL
9/27/96 38800 20 3/4 11/29/96 4700 19 7/8
9/30/96 17000 20 7/8
10/01/96 60000 20 3/4
10/02/96 81800 21 1/4
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
12/02/96 65300 20 2/03/97 106200 19 1/4
12/03/96 79000 20 1/4 2/04/97 25600 19 1/4
12/04/96 32400 19 7/8 2/05/97 60900 19 7/8
12/05/96 69100 19 7/8 2/06/97 73100 19 5/8
12/06/96 69100 19 7/8 2/07/97 94200 19 3/4
12/09/96 66700 20
12/10/96 164400 20 2/10/97 118200 19 1/2
12/11/96 49800 20 2/11/97 223600 19 3/4
12/12/96 52400 20 1/4 2/12/97 8800 19 3/4
12/13/96 115900 20 1/4 2/13/97 64800 20 3/4
2/14/97 81500 21 1/8
12/16/96 70000 20 1/8
12/17/96 101200 20 2/17/97 0 HOL
12/18/96 8900 20 1/8 2/18/97 55100 21 1/8
2/19/97 77700 21 1/8
12/19/96 51200 20 2/20/97 78300 21 1/4
12/20/96 132900 20 1/4 2/21/97 142800 22 1/2
12/23/96 54500 20 1/4 2/24/97 142900 23 3/4
12/24/96 17100 20 1/4 2/25/97 216500 24 3/4
12/25/96 0 HOL 2/26/97 163400 24 5/8
12/26/96 23600 20 3/8 2/27/97 91400 25
12/27/96 17100 20 3/4 2/28/97 181600 25 1/2
12/30/96 49400 21 1/4 3/03/97 221300 24 3/4
12/31/96 37800 20 5/8 3/04/97 34000 24 1/2
1/01/97 0 HOL 3/05/97 89600 24 1/4
1/02/97 23700 20 5/8
1/03/97 61800 20 7/8 3/06/97 43600 24 5/8
3/07/97 25600 24 7/8
1/06/97 32200 21 1/4
1/07/97 70800 21 3/8 3/10/97 70300 25
1/08/97 47500 21 3/8 3/11/97 30100 25 1/8
1/09/97 38800 21 3/8 3/12/97 60300 25 1/8
1/10/97 79300 21 1/8 3/13/97 43700 25
3/14/97 19000 24 5/8
1/13/97 14900 21 1/4
3/17/97 79500 24 7/8
1/14/97 127500 20 7/8 3/18/97 19700 24 1/2
1/15/97 118700 20 3/4 3/19/97 37900 25 1/8
1/16/97 35700 20 1/2 3/20/97 55600 25 3/4
1/17/97 80800 20 3/4 3/21/97 48200 25 1/2
1/20/97 71200 20 3/8 3/24/97 129000 25 1/2
1/21/97 28800 20 1/8 3/25/97 48100 25 1/2
1/22/97 83100 20 1/8 3/26/97 99800 25 7/8
1/23/97 24200 19 7/8 3/27/97 49000 25 7/8
1/24/97 40600 19 3/4 3/28/97 0 HOL
1/27/97 94200 19 3/4 3/31/97 70300 25 1/2
1/28/97 16500 19 5/8
1/29/97 136100 19 1/2
1/30/97 98900 19 3/8
1/31/97 99700 19 3/8
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
4/01/97 59500 25 5/8 6/02/97 38800 25 5/8
4/02/97 51000 25 1/2 6/03/97 66400 25 3/8
4/03/97 18000 25 1/8 6/04/97 114100 25 3/4
4/04/97 31400 25 6/05/97 17600 25 3/4
6/06/97 80700 26 1/4
4/07/97 72700 24 1/2
4/08/97 81700 23 5/8 6/09/97 39800 27 1/2
4/09/97 136000 23 1/2 6/10/97 51500 26 3/4
4/10/97 15100 23 1/2 6/11/97 50600 25 7/8
4/11/97 32100 22 3/4 6/12/97 62200 25 1/2
6/13/97 77400 26
4/14/97 65900 22 5/8
4/15/97 78200 22 5/8 6/16/97 26100 25 5/8
4/16/97 83700 22 1/2
4/17/97 31600 22 3/8 6/17/97 21000 25 7/8
4/18/97 115300 23 5/8 6/18/97 108300 25 1/2
6/19/97 85900 25 1/4
4/21/97 62200 23 1/8 6/20/97 114400 25 1/4
4/22/97 56400 22 3/4
4/23/97 41600 23 3/8 6/23/97 131200 25 1/8
4/24/97 43700 23 6/24/97 70200 25 5/16
4/25/97 29800 22 5/8 6/25/97 51900 25 1/2
6/26/97 116300 25 15/16
6/27/97 34200 26
4/28/97 46800 22 3/4
4/29/97 79200 23 1/8 6/30/97 45200 26 1/4
4/30/97 49300 22 7/8 7/01/97 51600 26 9/16
5/01/97 74500 22 7/8 7/02/97 73800 27
5/02/97 80200 23 3/4 7/03/97 21100 27
7/04/97 0 HOL
5/05/97 141900 24 3/4
5/06/97 87300 24 3/8 7/07/97 32500 26 3/4
5/07/97 43200 24 7/08/97 83600 26 15/16
5/08/97 17300 24 1/8 7/09/97 94500 26 7/8
5/09/97 67700 24 3/4 7/10/97 57900 26 7/8
7/11/97 16400 26 11/16
5/12/97 48900 24 5/8
5/13/97 45000 24 3/4
5/14/97 34800 24 7/8 7/14/97 42000 26 1/2
5/15/97 38300 24 1/8 7/15/97 97200 26 1/2
5/16/97 15000 24 1/8 7/16/97 85500 26 13/16
7/17/97 20400 26 3/4
5/19/97 45100 24 3/4 7/18/97 49100 26 11/16
5/20/97 44200 24 1/2
5/21/97 22500 24 5/8 7/21/97 27800 26 3/8
7/22/97 24700 26 1/2
5/22/97 23900 24 3/4 7/23/97 49200 25 9/16
5/23/97 98300 24 3/4 7/24/97 66700 24 5/8
7/25/97 76700 24 1/4
5/26/97 0 HOL
5/27/97 106600 24 7/8 7/28/97 84500 24 3/16
5/28/97 51100 24 7/8 7/29/97 156500 24
5/29/97 86500 25 1/8 7/30/97 53800 23 15/16
5/30/97 80000 25 1/4 7/31/97 146600 24 7/16
BDM International Inc.
BDM International Inc., headquartered in McLean, Virginia, is a multinational
information technology company that operates in three related markets: a)
systems and software integration, b) computer and technical services and c)
enterprise management and operations. The company employs over 9,000 people
and operates in more than 110 locations worldwide including France, Germany,
Italy, Japan, Saudi Arabia, Spain, Switzerland and the United States. Its
revenues totaled over $1 billion for fiscal 1996 and over $523 million for the
six month period ended June 30, 1997.
The systems and software solutions division includes activities related to the
design, implementation or maintenance of information systems. This division
also offers consulting services for the Year 2000 problem, the possible
collapse in the year 2000 of computer programs and systems that recognize
years as two digits (e.g. 97 instead of 1997). The technical services division
offers a broad range of scientific, engineering and consulting services for
governments, military units and commercial clients. The enterprise management
and operations division manages and operates research and development centers
and other facilities on behalf of its clients. BDM International recently
acquired Largotim, a information technology services firm focussed on
enterprise resource planning. It also joined forces with Data General to
provide internet and intranet security products called CYBERSHIELD.
05537W20 BDMI BDM INTL INC NEW
NASDAQ National Market
Common
Prices in U.S. dollars
Adjusted for stock dividends and stock splits as of 8/12/97
Daily prices 8/01/96 to 7/31/97
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
8/01/96 226200 26 1/8 10/03/96 62800 28 59/64
8/02/96 235000 27 3/8 10/04/96 18000 28 17/32
8/05/96 50200 27 5/8 10/07/96 8000 28 1/4
8/06/96 17200 27 3/8 10/08/96 75800 26 7/8
8/07/96 83000 27 1/2 10/09/96 67600 27 1/4
8/08/96 79400 27 10/10/96 6400 26 3/4
8/09/96 210400 27 7/16 10/11/96 42600 27
8/12/96 99200 27 1/4 10/14/96 125400 25 3/8
10/15/96 84200 26 1/8
8/13/96 45000 27 1/4 10/16/96 122000 26
8/14/96 71600 26 3/4 10/17/96 229400 26 1/2
8/15/96 19600 26 7/8 10/18/96 39800 26 3/8
8/16/96 33200 26
10/21/96 58600 27
8/19/96 55800 26 1/4 10/22/96 139200 27 3/4
8/20/96 1200 26 1/4 10/23/96 473000 26 1/4
8/21/96 59600 26 1/16 10/24/96 148200 25 5/8
8/22/96 95400 26 10/25/96 89200 26
8/23/96 136000 27
10/28/96 90800 25
8/26/96 36600 26 3/8
8/27/96 29400 27 10/29/96 102200 24 1/8
8/28/96 46600 27 1/32 10/30/96 148400 23 7/8
8/29/96 73600 26 3/8 10/31/96 279400 25 1/8
8/30/96 32400 26 1/2 11/01/96 491000 25 1/8
9/02/96 0 HOL 11/04/96 32000 25 1/2
9/03/96 128800 25 3/8 11/05/96 68200 26 1/4
9/04/96 231600 25 11/06/96 162000 26 5/16
9/05/96 27600 25 11/07/96 94000 26 1/4
9/06/96 59600 25 5/16 11/08/96 41600 26 13/32
11/11/96 409600 26 1/8
9/09/96 43400 25 5/8 11/12/96 194200 26 1/8
9/10/96 21800 25 1/2 11/13/96 112200 26 3/8
9/11/96 36800 25 1/4 11/14/96 564000 26 3/8
9/12/96 107800 26 3/8 11/15/96 50400 25 5/8
9/13/96 176000 27 1/2
11/18/96 70400 24 7/8
9/16/96 1162000 29 5/16 11/19/96 52800 25 3/8
9/17/96 526400 29 5/8 11/20/96 237800 24 5/8
9/18/96 243000 29 7/8 11/21/96 139200 24 3/4
9/19/96 72000 30 1/4 11/22/96 199800 24 5/8
9/20/96 282200 29 5/8
9/23/96 42600 29 3/8 11/25/96 10600 24 5/8
9/24/96 77200 29 1/8 11/26/96 98400 23 3/4
9/25/96 23200 29 1/2 11/27/96 408800 23 1/2
9/26/96 90400 29 15/16 11/28/96 0 HOL
9/27/96 27200 29 7/8 11/29/96 153000 23 1/2
9/30/96 29800 29 3/4
10/01/96 67000 29 1/2
10/02/96 12200 29 7/8
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
12/02/96 973600 23 9/16 2/03/97 51800 26
12/03/96 128600 23 5/8 2/04/97 176200 24 7/8
12/04/96 58800 23 3/4 2/05/97 108600 25 3/8
12/05/96 18600 23 3/8 2/06/97 1215400 23
12/06/96 204600 22 1/4 2/07/97 249800 23
12/09/96 103000 23 7/8
12/10/96 441600 22 3/4 2/10/97 41000 22 7/8
12/11/96 15400 22 3/4 2/11/97 53600 22
12/12/96 307000 24 2/12/97 189600 21 5/8
12/13/96 65400 23 7/8 2/13/97 411600 23
2/14/97 61400 24 1/8
12/16/96 183600 23 3/4
12/17/96 576400 23 1/4 2/17/97 0 HOL
12/18/96 606800 23 3/8 2/18/97 46200 23 1/2
2/19/97 118800 24 1/2
12/19/96 203800 24 7/8 2/20/97 34000 23 1/2
12/20/96 164200 24 1/4 2/21/97 126800 23 1/2
12/23/96 61400 24 2/24/97 89800 22 7/8
12/24/96 6800 24 3/8 2/25/97 148600 22 7/8
12/25/96 0 HOL 2/26/97 131600 22 1/2
12/26/96 100600 25 2/27/97 35800 22 3/8
12/27/96 194400 27 1/8 2/28/97 209400 21
12/30/96 283600 26 3/4 3/03/97 295600 22 1/8
12/31/96 23200 27 1/8 3/04/97 87600 22 7/16
1/01/97 0 HOL 3/05/97 171400 22 3/4
1/02/97 142000 26 3/4
1/03/97 36400 27 1/8 3/06/97 63600 23 3/8
3/07/97 119600 24 1/4
1/06/97 31400 26 3/4
1/07/97 118600 26 7/8 3/10/97 112200 24
1/08/97 3400 26 5/8 3/11/97 44200 24 3/8
1/09/97 50000 27 3/8 3/12/97 60000 24 1/16
1/10/97 52400 27 9/16 3/13/97 20800 23 3/4
3/14/97 42000 22 1/2
1/13/97 88800 27 3/8
3/17/97 86800 21 11/16
1/14/97 86800 28 1/8 3/18/97 97600 21 7/8
1/15/97 123800 27 5/8 3/19/97 133800 21 5/8
1/16/97 316200 27 25/32 3/20/97 88200 21 5/8
1/17/97 143600 27 5/8 3/21/97 38200 21 3/4
1/20/97 31200 27 1/2 3/24/97 21300 21 3/4
1/21/97 58800 27 15/16 3/25/97 246300 21 3/4
1/22/97 62200 27 1/2 3/26/97 427300 22 1/4
1/23/97 532600 28 3/27/97 116600 22 1/4
1/24/97 71200 28 3/28/97 0 HOL
1/27/97 29200 27 1/4 3/31/97 23600 22
1/28/97 18200 27 1/4
1/29/97 54000 27 5/8
1/30/97 50200 27 1/8
1/31/97 87600 26 5/16
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
4/01/97 116500 20 1/2 6/02/97 24100 26 3/4
4/02/97 143800 20 6/03/97 99900 26 3/4
4/03/97 226400 20 5/8 6/04/97 44700 26 1/2
4/04/97 188400 22 5/8 6/05/97 11900 27
6/06/97 45100 26 7/8
4/07/97 137800 22 3/8
4/08/97 69900 21 1/2 6/09/97 91000 27 1/2
4/09/97 77300 22 1/2 6/10/97 2246000 20 3/4
4/10/97 117600 22 3/4 6/11/97 968000 22 1/2
4/11/97 4300 22 1/2 6/12/97 283100 22 5/8
6/13/97 46400 22 1/4
4/14/97 35800 21 1/4
4/15/97 50600 19 7/8 6/16/97 147300 22
4/16/97 13100 20
4/17/97 159400 22 3/4 6/17/97 187300 22
4/18/97 149500 23 3/4 6/18/97 356300 21 7/8
6/19/97 61900 22
4/21/97 217800 23 1/4 6/20/97 85400 21 3/4
4/22/97 33800 22 1/4
4/23/97 57800 23 3/4 6/23/97 99700 21 1/2
4/24/97 74400 24 5/8 6/24/97 121800 21 7/8
4/25/97 53500 23 7/8 6/25/97 79800 21 1/2
6/26/97 348200 20 7/8
6/27/97 123500 20 3/4
4/28/97 63900 24 1/2
4/29/97 35600 24 5/8 6/30/97 1046300 23
4/30/97 20900 23 1/4 7/01/97 256100 21 3/4
5/01/97 1434200 22 1/4 7/02/97 460300 21 1/2
5/02/97 114600 23 9/16 7/03/97 235100 21 5/8
7/04/97 0 HOL
5/05/97 246100 24 1/2
5/06/97 84700 24 1/4 7/07/97 231100 21 15/16
5/07/97 77400 22 9/16 7/08/97 525700 22
5/08/97 48600 21 1/4 7/09/97 219900 21 7/8
5/09/97 268800 23 7/10/97 91000 21 5/8
7/11/97 538500 22
5/12/97 50600 23
5/13/97 101000 23 1/4
5/14/97 94700 23 1/4 7/14/97 254600 21 15/16
5/15/97 306200 25 7/15/97 542100 22 3/8
5/16/97 46000 24 3/4 7/16/97 642100 24 3/8
7/17/97 310200 23 1/4
5/19/97 62800 25 1/2 7/18/97 32300 23 1/2
5/20/97 99300 25 5/8
5/21/97 158700 26 3/4 7/21/97 299000 25 1/2
7/22/97 220200 25 1/8
5/22/97 60900 26 3/4 7/23/97 58400 25
5/23/97 116600 27 7/24/97 180000 24 13/16
7/25/97 51500 24 7/8
5/26/97 0 HOL
5/27/97 58700 27 3/8 7/28/97 25000 25
5/28/97 91000 26 1/4 7/29/97 59600 25 1/16
5/29/97 68600 26 1/8 7/30/97 138500 25 1/2
5/30/97 49700 26 7/31/97 256900 25 3/8
Computer Horizons Corp.
Computer Horizons Corp. provides a wide range of information technology
services to a diverse customer base consisting of primarily large corporations
such as Citicorp, Prudential Insurance and Ford Motor Co. Based in Mountain
Lakes, New Jersey, the company operates over 45 offices across the country
with more than 3,000 employees. The company reported 1996 net sales of $233
million. The company assists its clients with advanced technology solutions
and problems through applications development, network management, emerging
technologies and legacy systems maintenance.
Computer Horizons has recently invested considerable resources in developing
two new businesses: programming to solve the Year 2000 problem and consulting
services for the Euro problem. The Euro problem is the conversion of most
major European currencies into a single currency called the "euro."
20590810 CHRZ COMPUTER HORIZONS CORP
NASDAQ National Market
Common
Prices in U.S. dollars
Adjusted for stock dividends and stock splits as of 8/12/97
Daily prices 8/01/96 to 7/31/97
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
8/01/96 141450 13 1/2 9/30/96 150450 19
8/02/96 259350 15 21/64 10/01/96 279150 19 21/64
10/02/96 90600 19 21/64
8/05/96 369900 16 11/64
8/06/96 49800 16 10/03/96 152850 19 5/64
8/07/96 120900 16 21/64 10/04/96 83250 19
8/08/96 205500 16 1/2
8/09/96 326850 16 53/64 10/07/96 376950 18 43/64
10/08/96 370800 18 11/64
8/12/96 179100 17 1/2 10/09/96 339900 18
10/10/96 501300 16 21/64
8/13/96 347700 17 37/64 10/11/96 305400 16 3/4
8/14/96 198000 17 21/64
8/15/96 361200 17 21/64 10/14/96 355050 17 21/64
8/16/96 58650 16 53/64 10/15/96 448350 18 43/64
10/16/96 142650 18 27/64
8/19/96 99300 15 1/2 10/17/96 254250 18 53/64
8/20/96 270750 15 43/64 10/18/96 69450 17 53/64
8/21/96 172800 15
8/22/96 53850 15 21/64 10/21/96 182850 17 1/8
8/23/96 86850 15 10/22/96 208800 16 53/64
10/23/96 865050 18 11/64
8/26/96 117300 14 43/64 10/24/96 413700 18 43/64
8/27/96 1330950 14 10/25/96 157800 18 1/2
8/28/96 593550 15 27/64
8/29/96 328800 15 43/64 10/28/96 117450 18 3/4
8/30/96 181950 15 53/64
10/29/96 156450 18 43/64
9/02/96 0 HOL 10/30/96 59250 18 37/64
9/03/96 199350 16 1/2 10/31/96 334800 20 43/64
9/04/96 91650 16 11/64 11/01/96 771000 21 53/64
9/05/96 112200 16 43/64
9/06/96 146700 16 1/2 11/04/96 193050 22
11/05/96 332850 22 21/64
11/06/96 227250 22 37/64
9/09/96 296700 16 1/2 11/07/96 199050 22 1/2
9/10/96 218550 16 53/64 11/08/96 206550 23
9/11/96 104400 16 3/4
9/12/96 538350 17 1/2 11/11/96 209250 23 43/64
9/13/96 842100 18 43/64 11/12/96 136050 22 43/64
11/13/96 103500 22 1/4
9/16/96 818250 19 11/14/96 48750 22 21/64
9/17/96 858450 18 11/15/96 317250 21 53/64
9/18/96 157500 18 21/64
9/19/96 372450 18 11/64 11/18/96 164700 21 5/64
9/20/96 394200 18 1/2 11/19/96 188250 20 1/2
11/20/96 524400 19 59/64
9/23/96 465150 19 5/64 11/21/96 344400 20 1/2
9/24/96 2284050 19 43/64 11/22/96 257250 21 1/2
9/25/96 339900 19 43/64
9/26/96 371400 20 11/64
9/27/96 166050 19 27/64
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
11/25/96 85800 22 1/4 1/27/97 119400 23 3/64
11/26/96 212850 20 53/64 1/28/97 178350 23 11/64
11/27/96 59550 21 1/29/97 605400 21
11/28/96 0 HOL 1/30/97 404400 21 21/64
11/29/96 194550 22 21/64 1/31/97 97800 21 1/4
12/02/96 139500 22 43/64 2/03/97 135150 20 53/64
12/03/96 254850 23 53/64 2/04/97 263850 21 3/4
12/04/96 120750 23 37/64 2/05/97 198150 21 21/64
12/05/96 22200 23 21/64 2/06/97 64650 22 1/4
12/06/96 135750 22 21/64 2/07/97 42450 22
12/09/96 131850 23 43/64
12/10/96 182700 23 37/64 2/10/97 52500 21 11/64
12/11/96 112650 23 2/11/97 551700 18 43/64
12/12/96 73650 23 11/64 2/12/97 406050 19 53/64
12/13/96 36600 22 53/64 2/13/97 176550 20 13/64
2/14/97 92850 19 43/64
12/16/96 62550 22 43/64
12/17/96 89700 22 21/64 2/17/97 0 HOL
12/18/96 64650 22 2/18/97 60450 19 3/4
2/19/97 343500 20
12/19/96 77700 22 53/64 2/20/97 82650 19 3/4
12/20/96 258600 23 21/64 2/21/97 73350 20
12/23/96 167400 23 21/64 2/24/97 90450 19 27/64
12/24/96 75600 23 1/2 2/25/97 213300 18 7/8
12/25/96 0 HOL 2/26/97 286200 18 43/64
12/26/96 35100 23 11/64 2/27/97 124650 16 53/64
12/27/96 129900 23 53/64 2/28/97 715200 17 21/64
12/30/96 410550 24 59/64 3/03/97 130350 17 21/64
12/31/96 94650 25 43/64 3/04/97 673500 18 59/64
1/01/97 0 HOL 3/05/97 504600 19 1/2
1/02/97 299250 25 11/64
1/03/97 146700 25 27/64 3/06/97 540450 21 1/4
3/07/97 206400 22 21/64
1/06/97 114000 25 21/64
1/07/97 245100 25 5/64 3/10/97 181500 21 59/64
1/08/97 417600 24 43/64 3/11/97 324450 22 21/64
1/09/97 52050 24 43/64 3/12/97 314850 21 3/4
1/10/97 333300 23 53/64 3/13/97 78300 20 1/2
3/14/97 101850 21 43/64
1/13/97 167550 22 21/64
3/17/97 195150 19 53/64
1/14/97 426300 23 21/64 3/18/97 89700 19 21/64
1/15/97 97350 23 11/64 3/19/97 237000 18
1/16/97 75450 22 1/2 3/20/97 135750 18 21/64
1/17/97 165900 23 21/64 3/21/97 61650 18 1/2
1/20/97 42000 23 1/2 3/24/97 61200 18
1/21/97 147000 23 3/4 3/25/97 72600 18
1/22/97 88050 23 43/64 3/26/97 271200 19 3/4
1/23/97 227400 23 1/2 3/27/97 200700 20 21/64
1/24/97 79350 23 3/28/97 0 HOL
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
3/31/97 207600 20 43/64 6/02/97 302250 38 43/64
6/03/97 148650 38
4/01/97 182550 20 21/64 6/04/97 191100 37 21/64
4/02/97 63450 19 43/64 6/05/97 109800 37 1/2
4/03/97 159750 19 53/64 6/06/97 110550 37 11/64
4/04/97 191250 21 1/4
6/09/97 175800 37 53/64
4/07/97 701550 24 11/64 6/10/97 249200 38 1/2
4/08/97 889050 23 1/2 6/11/97 66400 38 1/4
4/09/97 186750 22 59/64 6/12/97 30500 37
4/10/97 233700 23 6/13/97 99000 36 1/4
4/11/97 778200 24
6/16/97 55200 35 3/4
4/14/97 317250 23 3/4
4/15/97 180900 23 3/64 6/17/97 56200 36 3/4
4/16/97 38250 23 11/64 6/18/97 509700 38
4/17/97 645750 24 21/32 6/19/97 437700 38 7/8
4/18/97 1564500 26 21/64 6/20/97 202300 38 7/8
4/21/97 1154700 25 43/64 6/23/97 300000 38
4/22/97 474150 26 43/64 6/24/97 242500 38 3/4
4/23/97 325650 27 11/64 6/25/97 213100 36 3/4
4/24/97 550500 27 1/2 6/26/97 838100 34
4/25/97 535350 27 1/2 6/27/97 168800 34
6/30/97 475700 34 1/4
4/28/97 648900 28 53/64 7/01/97 68400 34
4/29/97 306300 29 7/02/97 81200 35 1/2
4/30/97 503400 29 7/03/97 192100 36
5/01/97 726000 31 7/04/97 0 HOL
5/02/97 764550 30 1/2
7/07/97 295400 37 7/8
5/05/97 496050 32 7/08/97 216900 38 3/8
5/06/97 421050 30 1/2 7/09/97 444800 39 7/8
5/07/97 255900 30 7/10/97 231100 41 3/8
5/08/97 456450 32 7/11/97 139300 42 1/4
5/09/97 681750 33 27/64
5/12/97 238650 32 1/2 7/14/97 99200 42
5/13/97 83550 32 21/64 7/15/97 183300 42 1/2
5/14/97 251250 32 3/4 7/16/97 409600 44 1/8
5/15/97 295800 33 3/4 7/17/97 137400 42 1/2
5/16/97 69000 33 21/64 7/18/97 135200 42 3/4
5/19/97 133350 33 27/64 7/21/97 171400 40 7/8
5/20/97 250650 32 43/64 7/22/97 533400 39 1/4
5/21/97 269250 34 1/2 7/23/97 245200 38 3/4
7/24/97 163500 37 5/8
5/22/97 428250 36 7/25/97 179400 38 3/8
5/23/97 284550 35 1/2
7/28/97 235100 37 1/2
5/26/97 0 HOL 7/29/97 260300 37
5/27/97 143850 36 7/30/97 481500 39 7/8
5/28/97 102150 35 3/4 7/31/97 206400 40
5/29/97 214050 36 43/64
5/30/97 289200 37 11/64
Computer Sciences Corporation
Computer Sciences Corporation is a computer services company headquartered in
El Segundo, California which designs, engineers, integrates and operates
computer-based and communications-based systems. Although it offers consulting
services to commercial clients domestically and in Europe, its primary
customer is the United States government. The company provides a broad range
of services including information technology management consulting,
information technology research, and computer and communication systems
development. In addition, CSC is a joint partner with Equifax to provide
consumer credit reporting. Under the joint venture agreement, CSC owns a
credit bureau operation and outsources the maintenance and sale of credit
reports to Equifax. Computer Sciences generated $5.6 billion in revenues for
the year ending March 28, 1997. The company has over 44,000 employees in more
than 600 offices worldwide.
On July 14, Computer Sciences was one of six vendors awarded a special
services contract by the U.S. Defense Supply Service valued up to $200
million. The contract will involve functional process improvement and
assessment, data standardization and modeling using automated analytical
tools. On July 10, UMB Financial Corporation, a $6.4 billion multi-bank
holding company based in Kansas City, Missouri, signed a comprehensive
contract with the company to develop and maintain its new information system
and platform.
20536310 CSC COMPUTER SCIENCES CORP
New York
Common
Prices in U.S. dollars
Adjusted for stock dividends and stock splits as of 8/12/97
Daily prices 8/01/96 to 7/31/97
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
8/01/96 542400 68 1/8 10/03/96 281500 77 3/8
8/02/96 593200 72 10/04/96 298400 78 3/8
8/05/96 202900 71 1/4 10/07/96 627400 81 7/8
8/06/96 150700 71 3/8 10/08/96 312500 80 3/4
8/07/96 306800 72 1/4 10/09/96 175200 79 3/4
8/08/96 204200 73 1/4 10/10/96 166200 80 1/4
8/09/96 252900 73 1/8 10/11/96 149000 81 3/4
8/12/96 285200 72 5/8 10/14/96 238800 81 7/8
10/15/96 133400 81
8/13/96 222700 73 10/16/96 203900 80 7/8
8/14/96 70400 73 1/8 10/17/96 171400 79 1/8
8/15/96 140500 71 1/8 10/18/96 188600 81 5/8
8/16/96 271500 73 1/4
10/21/96 149100 80 3/4
8/19/96 159900 71 1/2 10/22/96 171300 79 7/8
8/20/96 116000 71 1/4 10/23/96 2563000 77 3/8
8/21/96 217100 70 5/8 10/24/96 538400 76 1/4
8/22/96 209700 71 10/25/96 140400 74 3/4
8/23/96 234000 71 5/8
10/28/96 465600 72
8/26/96 110400 71 1/4
8/27/96 104800 71 5/8 10/29/96 1165800 72 1/8
8/28/96 60700 71 5/8 10/30/96 488800 72 3/4
8/29/96 113100 70 3/4 10/31/96 273100 74 1/4
8/30/96 131600 70 11/01/96 125000 73
9/02/96 0 HOL 11/04/96 277000 71 1/2
9/03/96 91400 70 11/05/96 489700 72 1/4
9/04/96 84300 69 1/2 11/06/96 457200 74 1/4
9/05/96 164700 68 11/07/96 146900 73 5/8
9/06/96 242800 70 1/4 11/08/96 229700 74 5/8
11/11/96 181100 76 1/8
9/09/96 186000 70 7/8 11/12/96 452000 76
9/10/96 195400 70 1/8 11/13/96 123500 74 1/2
9/11/96 175000 70 1/2 11/14/96 256200 75 1/4
9/12/96 199000 70 5/8 11/15/96 350700 77
9/13/96 455800 73 1/8
11/18/96 197200 76 5/8
9/16/96 242300 74 11/19/96 396600 78
9/17/96 234300 74 7/8 11/20/96 301500 80 1/8
9/18/96 317800 74 11/21/96 136900 79 7/8
9/19/96 262900 74 11/22/96 102700 79
9/20/96 368800 74 1/2
9/23/96 182500 75 1/2 11/25/96 144800 79 7/8
9/24/96 241000 75 1/4 11/26/96 103900 79 7/8
9/25/96 210800 75 1/4 11/27/96 82300 79
9/26/96 348500 77 11/28/96 0 HOL
9/27/96 204900 76 5/8 11/29/96 108700 78 5/8
9/30/96 135300 76 7/8
10/01/96 216300 76 1/8
10/02/96 122400 77 1/4
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
12/02/96 164600 77 1/8 2/03/97 375500 72 1/8
12/03/96 255500 76 7/8 2/04/97 326800 72
12/04/96 353200 79 3/4 2/05/97 445200 69 3/4
12/05/96 181300 79 2/06/97 265300 69 3/4
12/06/96 158400 79 1/2 2/07/97 707600 66 7/8
12/09/96 272900 81 3/4
12/10/96 576000 84 1/2 2/10/97 643800 67
12/11/96 1394800 84 2/11/97 426700 67 3/8
12/12/96 876800 84 1/4 2/12/97 609300 69 3/4
12/13/96 272900 82 5/8 2/13/97 457800 74 1/4
2/14/97 411800 71 7/8
12/16/96 209500 81 1/4
12/17/96 384900 80 1/8 2/17/97 0 HOL
12/18/96 401600 83 5/8 2/18/97 206500 74 7/8
2/19/97 417000 73 3/4
12/19/96 202500 83 7/8 2/20/97 292600 72 5/8
12/20/96 507800 82 3/8 2/21/97 264800 71 1/2
12/23/96 324200 83 1/2 2/24/97 210500 73 3/8
12/24/96 189100 83 1/4 2/25/97 160300 71 7/8
12/25/96 0 HOL 2/26/97 339100 70 1/4
12/26/96 141600 84 5/8 2/27/97 271400 67 3/4
12/27/96 170800 83 2/28/97 359600 67 1/2
12/30/96 198400 82 3/8 3/03/97 310100 67 1/8
12/31/96 106000 82 1/8 3/04/97 562600 67 1/8
1/01/97 0 HOL 3/05/97 270500 67 1/2
1/02/97 477400 79
1/03/97 249700 79 3/06/97 435200 67 3/8
3/07/97 401700 67
1/06/97 357700 80 1/2
1/07/97 133800 81 3/10/97 352500 68 1/8
1/08/97 130400 80 1/4 3/11/97 269000 68 1/8
1/09/97 85700 80 1/8 3/12/97 207200 67 1/8
1/10/97 137300 81 5/8 3/13/97 125200 66 1/2
3/14/97 326400 66 1/4
1/13/97 100800 80 3/8
3/17/97 718200 64 1/4
1/14/97 162600 81 1/4 3/18/97 590800 63
1/15/97 147400 79 1/4 3/19/97 517300 62 1/4
1/16/97 387000 77 5/8 3/20/97 579900 65 1/2
1/17/97 333000 77 1/2 3/21/97 441300 64 3/4
1/20/97 137400 77 1/4 3/24/97 318000 64 7/8
1/21/97 807400 76 1/8 3/25/97 399300 63
1/22/97 1112900 73 1/8 3/26/97 647300 61 5/8
1/23/97 1021900 71 1/4 3/27/97 628200 62 3/8
1/24/97 857100 72 3/28/97 0 HOL
1/27/97 707800 69 3/4 3/31/97 419200 62 1/8
1/28/97 890800 69 1/2
1/29/97 407400 70 1/4
1/30/97 820400 70 3/4
1/31/97 419700 71
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
4/01/97 302300 62 1/4 6/02/97 661800 79 1/4
4/02/97 356800 61 6/03/97 566800 78
4/03/97 323900 61 3/4 6/04/97 567600 77 7/8
4/04/97 323100 64 6/05/97 472100 78 3/4
6/06/97 274700 78
4/07/97 498500 64 7/8
4/08/97 469900 67 6/09/97 364500 77 3/4
4/09/97 436500 65 1/8 6/10/97 300900 76 3/4
4/10/97 303300 62 3/4 6/11/97 455200 75 3/4
4/11/97 241400 61 1/4 6/12/97 355200 74 7/8
6/13/97 517900 74 1/4
4/14/97 248700 62 1/4
4/15/97 358200 61 3/4 6/16/97 341000 74 1/8
4/16/97 219300 61 3/4
4/17/97 363700 61 1/4 6/17/97 430800 74 3/8
4/18/97 395700 61 1/2 6/18/97 297000 74
6/19/97 476500 74 7/8
4/21/97 363100 59 7/8 6/20/97 530200 75
4/22/97 425700 60 5/8
4/23/97 353300 63 3/8 6/23/97 209500 73
4/24/97 574300 64 3/4 6/24/97 962500 75 7/8
4/25/97 1741000 60 6/25/97 400000 73 9/16
6/26/97 339100 72 7/8
6/27/97 478300 73 3/8
4/28/97 622800 58 3/4
4/29/97 1346200 60 6/30/97 200400 72 1/8
4/30/97 687300 62 1/2 7/01/97 470100 71 1/4
5/01/97 466400 63 3/4 7/02/97 347200 72 5/16
5/02/97 594500 66 7/8 7/03/97 174300 73 7/8
7/04/97 0 HOL
5/05/97 650000 67 7/8
5/06/97 1498800 72 3/8 7/07/97 227800 72 3/4
5/07/97 572200 71 3/4 7/08/97 323700 74
5/08/97 360600 72 3/4 7/09/97 407700 73 3/8
5/09/97 356900 71 5/8 7/10/97 328800 72 11/16
7/11/97 646400 74 1/8
5/12/97 241100 73
5/13/97 245200 72 5/8
5/14/97 320800 73 1/8 7/14/97 419400 73 1/2
5/15/97 349400 72 3/4 7/15/97 541400 75 1/2
5/16/97 434800 71 3/8 7/16/97 726000 76 1/2
7/17/97 569800 76 7/8
5/19/97 152600 71 7/18/97 409500 75
5/20/97 474100 71 3/4
5/21/97 274100 71 3/8 7/21/97 290000 74
7/22/97 309800 74
5/22/97 375200 69 5/8 7/23/97 348600 75 7/8
5/23/97 280300 72 7/24/97 741400 79 7/8
7/25/97 539700 79 7/16
5/26/97 0 HOL
5/27/97 284000 72 7/8 7/28/97 207900 78 1/2
5/28/97 740400 75 1/2 7/29/97 258300 78 5/8
5/29/97 781700 75 1/2 7/30/97 505900 82
5/30/97 663500 77 3/8 7/31/97 272100 81 7/16
Data General Corp.
Data General Corp. designs, manufactures and sells general purpose computer
and communication systems, peripherals and software products and services
which are used for integrated information processing, testing and
surveillance. Its products include database servers, network and
communications servers, mass storage systems and third-party applications and
software. In addition, the company operates a worldwide network of service
offices which support and service a broad range of computer systems and
networks. Its business has grown rapidly from $100 million in 1990 to $1.3
billion in 1996 of which approximately 30% represents service and support
revenue. Data General is headquartered in Westboro, Massachusetts and has over
200 field offices in North America.
On July 15, Data General won a bid to provide support services for Computer
Associates International, a $4 billion business software company based in
Islandia, New York. As previously mentioned, the company has also joined
forces with BDM International to provide internet and intranet security
products called CYBERSHIELD.
23768810 DGN DATA GEN CORP
New York
Common
Prices in U.S. dollars
Adjusted for stock dividends and stock splits as of 8/12/97
Daily prices 8/01/96 to 7/31/97
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
8/01/96 206700 10 1/2 10/03/96 170000 13 1/8
8/02/96 295800 10 3/4 10/04/96 425000 13 5/8
8/05/96 129100 10 5/8 10/07/96 587500 13 3/8
8/06/96 247600 10 3/8 10/08/96 278500 13 7/8
8/07/96 34700 10 5/8 10/09/96 233800 14
8/08/96 203700 10 3/4 10/10/96 99500 14
8/09/96 100900 10 3/4 10/11/96 315000 14 3/8
8/12/96 106700 10 1/2 10/14/96 346800 15
10/15/96 765300 15 1/8
8/13/96 123600 10 5/8 10/16/96 326800 15 1/2
8/14/96 234800 11 1/4 10/17/96 193800 15 1/2
8/15/96 146900 10 3/4 10/18/96 203300 15 1/4
8/16/96 108900 10 7/8
10/21/96 264000 15 1/2
8/19/96 66800 11 10/22/96 302600 15
8/20/96 84400 10 3/4 10/23/96 221400 15
8/21/96 318500 11 5/8 10/24/96 352100 13 5/8
8/22/96 223400 11 1/2 10/25/96 141200 14 1/4
8/23/96 134900 11 1/8
10/28/96 171100 13 3/4
8/26/96 78900 10 7/8
8/27/96 146000 11 10/29/96 211300 14 1/4
8/28/96 156100 11 1/2 10/30/96 188100 14 3/4
8/29/96 123300 11 1/4 10/31/96 839100 14 7/8
8/30/96 49200 11 1/4 11/01/96 435000 14 1/8
9/02/96 0 HOL 11/04/96 86000 14 1/8
9/03/96 201400 11 1/8 11/05/96 161000 14 1/4
9/04/96 65400 11 1/8 11/06/96 228300 14 5/8
9/05/96 352500 10 1/2 11/07/96 80400 14 5/8
9/06/96 152600 10 5/8 11/08/96 174500 14 3/4
11/11/96 251700 14 3/4
9/09/96 242500 10 1/2 11/12/96 404700 14 1/2
9/10/96 250100 11 11/13/96 57800 14 1/2
9/11/96 364900 12 11/14/96 106500 14 1/4
9/12/96 383500 12 3/8 11/15/96 131900 14 1/4
9/13/96 205900 12 1/2
11/18/96 154300 14 3/8
9/16/96 89500 12 3/8 11/19/96 166900 14 3/8
9/17/96 121400 12 1/2 11/20/96 401400 14 1/4
9/18/96 144900 12 3/4 11/21/96 123400 14 1/8
9/19/96 277300 13 1/8 11/22/96 154500 14 1/2
9/20/96 278200 13 1/2
9/23/96 202700 13 1/2 11/25/96 212800 14 1/2
9/24/96 204600 13 7/8 11/26/96 200200 14 1/4
9/25/96 398100 14 11/27/96 162400 14 1/2
9/26/96 221300 13 7/8 11/28/96 0 HOL
9/27/96 157900 14 11/29/96 18800 14 5/8
9/30/96 171300 14
10/01/96 153100 13 3/8
10/02/96 145600 13
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
12/02/96 141400 15 1/8 2/03/97 458500 18 1/2
12/03/96 180100 14 7/8 2/04/97 251300 18 1/8
12/04/96 198800 15 1/4 2/05/97 156700 17
12/05/96 91900 15 3/8 2/06/97 119200 17 3/8
12/06/96 145500 15 2/07/97 366000 18 1/8
12/09/96 156700 15
12/10/96 424400 15 5/8 2/10/97 716300 18 1/4
12/11/96 162900 15 1/2 2/11/97 353600 18 1/4
12/12/96 115300 15 1/4 2/12/97 121800 18
12/13/96 280000 14 3/4 2/13/97 251100 18 1/4
2/14/97 559800 18 3/4
12/16/96 222600 13 7/8
12/17/96 223000 13 7/8 2/17/97 0 HOL
12/18/96 182800 14 5/8 2/18/97 154600 18 5/8
2/19/97 586900 19 7/8
12/19/96 244900 14 7/8 2/20/97 326400 19 3/4
12/20/96 411800 15 2/21/97 247600 19 1/2
12/23/96 399600 15 2/24/97 376800 19 3/4
12/24/96 59200 14 7/8 2/25/97 241200 20 1/8
12/25/96 0 HOL 2/26/97 327100 20
12/26/96 101600 15 1/8 2/27/97 213300 19
12/27/96 59000 15 1/8 2/28/97 259400 19 3/8
12/30/96 121600 15 1/8 3/03/97 71000 19 3/8
12/31/96 82300 14 1/2 3/04/97 256900 19 3/4
1/01/97 0 HOL 3/05/97 168700 19 7/8
1/02/97 75200 14 5/8
1/03/97 209600 15 3/8 3/06/97 338400 20 1/4
3/07/97 166800 20
1/06/97 96500 15 1/4
1/07/97 355800 16 3/10/97 188700 20 3/8
1/08/97 170800 15 3/4 3/11/97 267300 20 1/8
1/09/97 78500 15 1/2 3/12/97 206700 19 3/4
1/10/97 104200 15 5/8 3/13/97 179700 19 1/2
3/14/97 165000 19 1/4
1/13/97 86500 15 7/8
3/17/97 215400 18 5/8
1/14/97 284200 16 1/4 3/18/97 195700 18 1/4
1/15/97 190700 16 1/2 3/19/97 242400 17 3/4
1/16/97 471300 17 1/4 3/20/97 347200 18 1/4
1/17/97 261200 17 1/2 3/21/97 215300 18 1/8
1/20/97 249200 17 3/8 3/24/97 108000 17 3/4
1/21/97 465900 17 5/8 3/25/97 167200 17 3/4
1/22/97 194900 17 5/8 3/26/97 378400 18 1/8
1/23/97 1053900 18 3/8 3/27/97 94000 17 3/4
1/24/97 466000 17 3/4 3/28/97 0 HOL
1/27/97 326100 18 1/4 3/31/97 184800 17
1/28/97 508800 18 3/4
1/29/97 408200 18 1/8
1/30/97 441500 18 5/8
1/31/97 178000 18 7/8
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
4/01/97 290900 16 1/4 6/02/97 618200 21 5/8
4/02/97 272100 15 5/8 6/03/97 837600 21 5/8
4/03/97 413800 15 7/8 6/04/97 2289000 23
4/04/97 262800 16 6/05/97 1575000 23 3/4
6/06/97 391600 23 5/8
4/07/97 333300 17 1/8
4/08/97 285300 17 1/8 6/09/97 351400 23 3/4
4/09/97 209000 16 3/4 6/10/97 1141500 23 7/8
4/10/97 103000 16 3/4 6/11/97 2220000 25
4/11/97 228900 15 3/4 6/12/97 814300 25 1/2
6/13/97 701700 25 1/4
4/14/97 213400 16 1/2
4/15/97 75700 16 1/4 6/16/97 500400 25 7/8
4/16/97 166500 17
4/17/97 820800 18 1/8 6/17/97 849100 26
4/18/97 397100 17 7/8 6/18/97 388600 26 3/8
6/19/97 538900 26 1/2
4/21/97 112300 17 3/4 6/20/97 623900 26
4/22/97 384100 18 1/8
4/23/97 212400 18 5/8 6/23/97 1080100 26
4/24/97 118100 18 1/8 6/24/97 589800 26 1/16
4/25/97 77300 17 5/8 6/25/97 534700 25 5/8
6/26/97 368000 25 7/8
6/27/97 420700 26
4/28/97 158100 17 7/8
4/29/97 224700 18 3/8 6/30/97 415900 26
4/30/97 226400 18 3/4 7/01/97 317000 25 3/4
5/01/97 559700 19 3/4 7/02/97 193500 26
5/02/97 190600 20 7/03/97 242100 26 3/8
7/04/97 0 HOL
5/05/97 1073800 22 1/2
5/06/97 2134000 23 1/8 7/07/97 196000 25 15/16
5/07/97 617700 22 1/8 7/08/97 255600 26
5/08/97 678900 21 7/8 7/09/97 501800 25 15/16
5/09/97 313100 22 1/8 7/10/97 531500 26 11/16
7/11/97 1494100 27 7/8
5/12/97 924100 22 5/8
5/13/97 518900 21 3/4
5/14/97 902400 21 3/8 7/14/97 452400 28 11/16
5/15/97 1976000 20 3/4 7/15/97 1290700 30 1/16
5/16/97 2175000 20 1/16 7/16/97 624100 30 3/16
7/17/97 336500 28 7/8
5/19/97 721000 19 1/2 7/18/97 492300 28
5/20/97 689000 20
5/21/97 1118800 20 7/21/97 343400 27 15/16
7/22/97 444000 28 7/8
5/22/97 993600 21 7/23/97 1073600 30 1/4
5/23/97 147300 20 7/8 7/24/97 845500 31
7/25/97 715300 30 3/8
5/26/97 0 HOL
5/27/97 438500 20 7/8 7/28/97 282500 29 15/16
5/28/97 573000 21 3/8 7/29/97 479200 30
5/29/97 291600 21 5/8 7/30/97 778800 30 3/8
5/30/97 372100 21 3/8 7/31/97 337600 30 3/16
GENICOM Corp.
GENICOM Corp., headquartered within metropolitan Washington D.C., is an
international supplier of network integration services, multivendor services
and printer solutions. It provides maintenance and repair service for computer
systems produced by original equipment manufacturers including servers and
midrange systems, personal computers, workstations, networking products and
storage devices. It also develops and distributes printers and related
products. The company generated $303 million in revenue in fiscal 1996 with
approximately 40% derived from the maintenance and repair service division and
60% from the printer division.
Within the servicing division, GENICOM Corp. maintains a broad and diverse
customer base with over 11,000 clients, consisting of consumers, small
companies and mid-sized corporations. The printer division sells a wide
variety of high performance printers, printer applications software and
related equipment. The company is in discussions to buy the printing systems
business of Digital Equipment Corp. for an undisclosed amount.
37228210 GECM GENICOM CORP
NASDAQ National Market
Common
Prices in U.S. dollars
Adjusted for stock dividends and stock splits as of 8/12/97
Daily prices 8/01/96 to 7/31/97
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
8/01/96 4300 4 1/4 10/03/96 8400 5 1/8
8/02/96 12200 4 3/8 10/04/96 5000 5 1/16
8/05/96 37900 4 5/8 10/07/96 10700 5 1/16
8/06/96 4900 4 3/8 10/08/96 22500 5 1/16
8/07/96 12000 4 5/8 10/09/96 37800 5
8/08/96 28600 4 9/16 10/10/96 22900 4 7/8
8/09/96 2500 4 5/8 10/11/96 6400 4 7/8
8/12/96 36800 4 3/4 10/14/96 21600 4 47/64
10/15/96 11600 4 5/8
8/13/96 65100 4 5/8 10/16/96 14000 4 1/2
8/14/96 5900 4 9/16 10/17/96 40800 4 5/8
8/15/96 6100 4 9/16 10/18/96 46600 4 5/8
8/16/96 43900 5 1/4
10/21/96 61900 4 5/8
8/19/96 87200 5 3/16 10/22/96 50000 4 39/64
8/20/96 15800 5 1/8 10/23/96 25900 4 1/2
8/21/96 42600 5 1/4 10/24/96 13300 4 1/2
8/22/96 38100 5 10/25/96 21800 4 9/16
8/23/96 24900 5 1/8
10/28/96 6300 4 1/2
8/26/96 49600 5
8/27/96 36500 5 10/29/96 204000 4
8/28/96 19100 5 10/30/96 68500 4
8/29/96 9500 5 1/8 10/31/96 101200 3 1/2
8/30/96 5600 4 7/8 11/01/96 76200 3 3/8
9/02/96 0 HOL 11/04/96 85400 3 23/32
9/03/96 18100 4 7/8 11/05/96 58100 3 3/4
9/04/96 34000 4 7/8 11/06/96 142400 4
9/05/96 73100 4 15/16 11/07/96 57800 4 1/2
9/06/96 4400 5 11/08/96 50600 4 3/8
11/11/96 25400 4
9/09/96 37000 5 11/12/96 8500 4
9/10/96 26100 5 1/16 11/13/96 29200 4
9/11/96 22400 4 7/8 11/14/96 15600 4
9/12/96 89800 4 7/8 11/15/96 19300 4
9/13/96 70800 5 1/8
11/18/96 2700 4
9/16/96 81600 5 1/8 11/19/96 15800 3 3/4
9/17/96 98600 5 1/16 11/20/96 9000 3 5/8
9/18/96 183600 5 1/16 11/21/96 4200 3 5/8
9/19/96 31800 5 1/8 11/22/96 71700 3 5/8
9/20/96 73000 5 1/16
9/23/96 122900 5 1/8 11/25/96 52800 3 3/4
9/24/96 10100 5 1/16 11/26/96 47300 3 3/4
9/25/96 31800 5 1/8 11/27/96 41600 3 7/8
9/26/96 37600 5 1/8 11/28/96 0 HOL
9/27/96 13400 5 1/16 11/29/96 26400 3 7/8
9/30/96 6200 5 1/16
10/01/96 15000 5 1/16
10/02/96 13200 5 1/16
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
12/02/96 47400 4 1/16 2/03/97 76600 4 3/4
12/03/96 51700 4 1/4 2/04/97 128700 4 1/2
12/04/96 33300 4 1/16 2/05/97 56700 4 3/4
12/05/96 17100 3 15/16 2/06/97 53100 4 11/16
12/06/96 14400 3 3/4 2/07/97 131100 4 3/4
12/09/96 14700 3 13/16
12/10/96 8300 3 13/16 2/10/97 9600 4 13/16
12/11/96 6400 3 3/4 2/11/97 82500 4 13/16
12/12/96 37200 3 11/16 2/12/97 142300 5 1/8
12/13/96 20900 3 9/16 2/13/97 54900 5 1/16
2/14/97 43000 4 15/16
12/16/96 19800 3 5/8
12/17/96 56200 3 11/16 2/17/97 0 HOL
12/18/96 22800 3 13/16 2/18/97 100200 4 3/4
2/19/97 20400 4 15/16
12/19/96 32300 3 13/16 2/20/97 21400 4 3/4
12/20/96 83400 3 11/16 2/21/97 16300 4 7/8
12/23/96 98900 3 13/16 2/24/97 63600 5 1/4
12/24/96 13000 3 3/4 2/25/97 120900 5 3/8
12/25/96 0 HOL 2/26/97 39500 5 1/2
12/26/96 56700 3 25/32 2/27/97 28500 5 1/4
12/27/96 15000 3 3/4 2/28/97 27600 5 1/4
12/30/96 62200 3 25/32 3/03/97 13600 5 1/2
12/31/96 178200 3 3/4 3/04/97 5400 5 1/4
1/01/97 0 HOL 3/05/97 6300 5 1/8
1/02/97 36600 3 7/8
1/03/97 36600 3 7/8 3/06/97 28500 5
3/07/97 29000 4 7/8
1/06/97 12000 3 7/8
1/07/97 35100 3 15/16 3/10/97 12100 5 1/8
1/08/97 11800 3 15/16 3/11/97 6700 5
1/09/97 49600 4 1/4 3/12/97 21400 5
1/10/97 106400 4 9/16 3/13/97 8400 5
3/14/97 54600 4 5/8
1/13/97 39400 4 9/16
3/17/97 30500 4 7/8
1/14/97 20800 4 7/16 3/18/97 35700 4 3/4
1/15/97 51500 4 3/19/97 10800 4 11/16
1/16/97 19300 4 3/20/97 25600 4 11/16
1/17/97 41500 3 7/8 3/21/97 7200 4 9/16
1/20/97 43500 3 15/16 3/24/97 8600 4 9/16
1/21/97 30300 3 13/16 3/25/97 3500 4 5/8
1/22/97 27400 3 13/16 3/26/97 22300 4 9/16
1/23/97 7100 3 3/4 3/27/97 11300 4 1/4
1/24/97 15500 3 13/16 3/28/97 0 HOL
1/27/97 5600 3 13/16 3/31/97 9500 4 3/8
1/28/97 51200 3 9/16
1/29/97 435800 4 3/4
1/30/97 136900 4 5/8
1/31/97 17700 4 1/2
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
4/01/97 15600 4 1/2 6/02/97 53000 6 3/16
4/02/97 24700 4 1/2 6/03/97 7900 6 3/16
4/03/97 68900 4 9/16 6/04/97 32500 6 3/16
4/04/97 22300 4 11/16 6/05/97 20700 6 3/16
6/06/97 46800 6 5/16
4/07/97 2100 4 11/16
4/08/97 19000 4 11/16 6/09/97 76700 6 5/16
4/09/97 19000 4 3/4 6/10/97 50200 6 5/16
4/10/97 13300 4 3/4 6/11/97 28300 6 1/8
4/11/97 23800 4 5/8 6/12/97 13400 6 1/4
6/13/97 70100 5 15/16
4/14/97 2700 4 5/8
4/15/97 24000 4 7/8 6/16/97 38800 6 1/16
4/16/97 6900 4 5/8
4/17/97 18600 5 6/17/97 73200 6
4/18/97 4100 4 7/8 6/18/97 75100 6
6/19/97 69700 6
4/21/97 9500 4 3/4 6/20/97 38200 6
4/22/97 2900 4 13/16
4/23/97 50300 5 1/8 6/23/97 45400 6 1/16
4/24/97 493200 5 23/64 6/24/97 107500 6 1/16
4/25/97 533800 5 3/8 6/25/97 134400 6 3/16
6/26/97 141700 6 3/16
6/27/97 108500 6 1/4
4/28/97 39800 5 1/2
4/29/97 28900 5 7/16 6/30/97 260800 6 11/16
4/30/97 27000 5 1/2 7/01/97 449400 7 1/8
5/01/97 199600 6 1/8 7/02/97 147400 7
5/02/97 194700 5 7/8 7/03/97 23000 7
7/04/97 0 HOL
5/05/97 122600 6
5/06/97 93200 6 7/07/97 145900 7 1/8
5/07/97 85100 5 5/8 7/08/97 313300 7 1/2
5/08/97 43700 5 5/8 7/09/97 223400 7 7/8
5/09/97 76000 5 3/4 7/10/97 227100 7 7/8
7/11/97 247500 8 1/16
5/12/97 102200 5 1/2
5/13/97 76600 5 7/8
5/14/97 357200 6 3/16 7/14/97 96000 8 5/16
5/15/97 125500 6 3/16 7/15/97 104200 8
5/16/97 151500 6 5/16 7/16/97 132600 7 5/8
7/17/97 313000 7 3/4
5/19/97 47700 6 1/8 7/18/97 159000 8 3/16
5/20/97 74500 6 5/16
5/21/97 125400 6 1/4 7/21/97 486900 9 1/16
7/22/97 232600 9 5/16
5/22/97 74600 6 3/16 7/23/97 171100 9
5/23/97 36000 6 5/16 7/24/97 138500 8 5/8
7/25/97 227400 9 1/4
5/26/97 0 HOL
5/27/97 38200 6 5/16 7/28/97 147800 9 1/8
5/28/97 26200 6 1/4 7/29/97 77400 8 5/8
5/29/97 52000 6 3/16 7/30/97 155600 8 15/16
5/30/97 17300 6 1/8 7/31/97 156000 9 1/8
Wang Laboratories, Inc.
Wang Laboratories, Inc. is a global network and desktop services and
integration company based in Billerica, Massachusetts. The company provides a
range of multi-vendor information technology services for computers and
computer networks. Wang Laboratories also designs, operates and maintains
global computing and telecommunication networks for some of the world's
largest multinational companies as well as military and civilian government
agencies. The company generated over $1.3 billion in revenue in 1996 and
employed nearly 10,000 people in 130 countries throughout North America,
Europe and Asia.
On July 16, Wang Laboratories was recognized for its outstanding sales
performance and leading network integration services by the federal
government. It was also recently awarded a systems acquisition and support
services contract for the U.S. government valued at $105 million. On July 10,
the company introduced two new components which integrate the latest advances
in processor, memory and security into a desktop computer called TEMPEST and
ZONE. On June 24, the company, in conjunction with a group of investors led by
Soros Fund Management, announced the creation of WHIS, a new operating company
formed to develop, market and service clinical information management systems
for physicians.
93369N10 WANG WANG LABS INC NEW
NASDAQ National Market
Common
Prices in U.S. dollars
Adjusted for stock dividends and stock splits as of 8/12/97
Daily prices 8/01/96 to 7/31/97
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
8/01/96 231400 18 3/8 10/03/96 1966000 22
8/02/96 81200 18 3/8 10/04/96 499400 22 1/8
8/05/96 232900 18 3/8 10/07/96 381800 22
8/06/96 115900 18 1/2 10/08/96 183300 22
8/07/96 252800 19 1/8 10/09/96 441600 22 1/16
8/08/96 278500 19 3/8 10/10/96 601100 22 5/8
8/09/96 127800 19 3/8 10/11/96 113900 22 3/8
8/12/96 146400 19 7/16 10/14/96 211400 22 1/4
10/15/96 374800 22 1/8
8/13/96 50500 18 7/8 10/16/96 141500 22
8/14/96 110900 18 1/2 10/17/96 228400 22
8/15/96 12500 18 3/4 10/18/96 187300 22
8/16/96 105500 17 7/8
10/21/96 654200 21 7/8
8/19/96 36800 17 5/8 10/22/96 625900 21 3/8
8/20/96 96200 18 10/23/96 361500 21 3/8
8/21/96 9400 18 1/8 10/24/96 248800 21 1/4
8/22/96 180000 18 1/8 10/25/96 411900 21 3/4
8/23/96 10800 18 1/4
10/28/96 846700 22 1/2
8/26/96 108400 18 1/4
8/27/96 137000 18 1/4 10/29/96 236500 22 3/8
8/28/96 143700 18 10/30/96 1329600 23 1/2
8/29/96 43700 17 5/8 10/31/96 528300 23 3/8
8/30/96 91800 17 7/8 11/01/96 232500 22 3/4
9/02/96 0 HOL 11/04/96 341200 23 1/8
9/03/96 341300 16 3/4 11/05/96 345800 22 7/8
9/04/96 705100 16 3/8 11/06/96 274000 23 3/4
9/05/96 178600 16 1/2 11/07/96 88800 23 9/16
9/06/96 364300 17 3/8 11/08/96 171500 23 1/8
11/11/96 123800 22 3/4
9/09/96 190800 17 3/4 11/12/96 256300 22 1/2
9/10/96 305500 17 7/8 11/13/96 102900 22 1/4
9/11/96 234500 18 11/14/96 247100 22 9/16
9/12/96 140600 17 1/2 11/15/96 1428200 22 1/4
9/13/96 265600 17 7/8
11/18/96 62400 22 1/2
9/16/96 147500 18 1/4 11/19/96 61400 22 1/16
9/17/96 123900 18 1/4 11/20/96 259800 21
9/18/96 6700 18 1/8 11/21/96 197600 20 15/16
9/19/96 207500 19 11/22/96 437100 21 7/8
9/20/96 208800 19
9/23/96 228300 19 3/4 11/25/96 273300 21 5/8
9/24/96 320600 19 1/2 11/26/96 1057100 21 3/8
9/25/96 308100 18 15/16 11/27/96 44500 21 1/8
9/26/96 187700 18 3/4 11/28/96 0 HOL
9/27/96 158500 19 1/8 11/29/96 61100 21 1/8
9/30/96 248600 19 1/2
10/01/96 321100 19 7/8
10/02/96 274300 19 7/8
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
12/02/96 120200 21 3/8 2/03/97 378100 22 5/8
12/03/96 127100 21 2/04/97 606600 22 3/8
12/04/96 191500 21 2/05/97 284700 22 1/2
12/05/96 96600 20 7/8 2/06/97 305400 22 1/4
12/06/96 195600 20 3/8 2/07/97 366100 22 3/8
12/09/96 95300 21 1/8
12/10/96 212100 20 1/2 2/10/97 141300 21 5/8
12/11/96 220100 19 15/16 2/11/97 325000 21 1/8
12/12/96 111900 20 3/8 2/12/97 792800 21 1/16
12/13/96 250500 20 1/8 2/13/97 309500 21 1/4
2/14/97 316600 21 3/8
12/16/96 63900 19 7/8
12/17/96 180100 19 3/4 2/17/97 0 HOL
12/18/96 91500 19 5/8 2/18/97 359000 21 3/8
2/19/97 638200 21 3/4
12/19/96 255900 18 7/8 2/20/97 71500 21 3/4
12/20/96 608000 19 2/21/97 230900 21 3/4
12/23/96 87500 19 1/2 2/24/97 759900 22
12/24/96 111100 19 15/16 2/25/97 691100 22
12/25/96 0 HOL 2/26/97 161500 22
12/26/96 37700 19 7/8 2/27/97 268400 22
12/27/96 115300 19 3/4 2/28/97 265500 21 15/16
12/30/96 64900 19 7/8 3/03/97 210400 21 3/4
12/31/96 192900 20 1/4 3/04/97 190000 21
1/01/97 0 HOL 3/05/97 157300 21
1/02/97 189600 20 1/4
1/03/97 577300 20 1/2 3/06/97 246200 21
3/07/97 63100 20 3/4
1/06/97 98200 20 5/8
1/07/97 235300 21 3/4 3/10/97 144900 20 1/2
1/08/97 246300 22 3/11/97 167200 20 7/8
1/09/97 218500 21 1/2 3/12/97 290200 20 1/2
1/10/97 167500 21 1/2 3/13/97 86900 20
3/14/97 216200 20
1/13/97 106500 21 1/4
3/17/97 102300 20 3/8
1/14/97 251800 21 1/4 3/18/97 482800 20
1/15/97 106100 21 1/2 3/19/97 251800 19 7/8
1/16/97 222200 21 7/8 3/20/97 360500 19 3/8
1/17/97 59500 21 3/4 3/21/97 173100 19
1/20/97 176200 21 7/8 3/24/97 588200 18
1/21/97 317800 22 5/16 3/25/97 321000 18 5/16
1/22/97 359800 23 3/26/97 135900 18 1/4
1/23/97 310000 23 1/4 3/27/97 179100 17 9/16
1/24/97 133800 22 7/8 3/28/97 0 HOL
1/27/97 107800 22 3/31/97 131600 17 3/4
1/28/97 141800 22 1/2
1/29/97 928500 23 1/4
1/30/97 440900 23 1/8
1/31/97 347700 23 1/4
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
4/01/97 229400 17 9/16 6/09/97 156100 20 1/2
4/02/97 229600 17 3/8 6/10/97 220600 20 1/8
4/03/97 311200 17 1/2 6/11/97 146000 20 1/4
4/04/97 168600 17 5/8 6/12/97 172600 20 1/2
6/13/97 221600 20 1/8
4/07/97 555200 18 5/8
4/08/97 124000 18 1/2 6/16/97 117200 20 1/8
4/09/97 93500 18 1/4
4/10/97 265500 18 6/17/97 150700 21
4/11/97 299000 17 3/4 6/18/97 264300 20 5/8
6/19/97 214200 21
4/14/97 291300 17 5/8 6/20/97 107700 20 5/8
4/15/97 177300 17 9/16
4/16/97 241100 17 3/4 6/23/97 99700 20 29/64
4/17/97 376500 19 1/8 6/24/97 173800 20 7/8
4/18/97 237000 19 5/8 6/25/97 235800 20 29/32
6/26/97 342300 21 1/8
4/21/97 281200 19 7/16 6/27/97 373300 20 3/4
4/22/97 90100 19 1/8
4/23/97 215200 19 6/30/97 588600 21 5/16
4/24/97 130700 19 7/01/97 168700 21 1/16
4/25/97 109000 18 13/16 7/02/97 383800 21 5/8
7/03/97 211200 21 13/16
7/04/97 0 HOL
4/28/97 266300 17 3/8
4/29/97 500900 16 1/2 7/07/97 119800 22
4/30/97 427400 17 3/8 7/08/97 270500 21 7/8
5/01/97 457400 17 3/4 7/09/97 151500 21 25/32
5/02/97 283200 18 1/8 7/10/97 268600 22 5/16
7/11/97 299400 22 7/16
5/05/97 1842000 19 3/4
5/06/97 699400 18 7/8
5/07/97 216100 18 7/8 7/14/97 151800 22
5/08/97 383900 19 7/15/97 249300 22 9/16
5/09/97 315300 19 1/4 7/16/97 215700 23
7/17/97 244400 22 7/8
5/12/97 358300 19 3/8 7/18/97 130600 22 11/16
5/13/97 547700 19
5/14/97 135500 19 7/21/97 164200 22 3/8
5/15/97 121100 18 7/8 7/22/97 148300 22 7/16
5/16/97 153700 19 1/8 7/23/97 73300 22 3/4
7/24/97 158400 22 1/2
5/19/97 101100 19 7/25/97 291000 22 5/8
5/20/97 109700 19 1/8
5/21/97 218300 20 7/28/97 65400 22 5/16
7/29/97 77200 22 5/16
5/22/97 356400 19 3/4 7/30/97 2371000 19 15/16
5/23/97 514100 20 7/31/97 642500 19 1/2
5/26/97 0 HOL
5/27/97 51300 20 1/8
5/28/97 197100 20 1/8
5/29/97 63300 20 1/8
5/30/97 302000 20 1/2
6/02/97 173100 20 13/16
6/03/97 333800 21
6/04/97 108600 20 1/2
6/05/97 40200 20 3/4
6/06/97 118900 20 3/4
Vanstar Corp.
Vanstar Corp., based in Pleasanton, California, is a leading provider of
computer network integration and consulting services to a broad range of
Fortune 1000 companies such as Ford Motor Co., Hoecht Celanese and BOC Gases.
The company develops customized technology solutions for its customers'
operating systems including local and wide area networks, desktop personal
computers and workstations. In addition, the company offers continued support,
maintenance and consulting services for the entire life of its customers'
computer systems. Although only 13% of the company's revenue is currently
derived from its service division, it has invested heavily in technology and
its operating systems to develop and growth this business. It generated $2.2
billion in revenue for the fiscal year ended April 30, 1997.
On July 14, Chevron announced that Vanstar and Hewlett Packard had been
selected to jointly deploy a $200 million systems upgrade and implementation.
Vanstar will implement the major aspects of the desktop technology management
and will perform the configuration and management of the network integration
while HP will focus on hardware upgrade and management.
On July 8, Vanstar acquired Sysorex Information Systems Inc., a $150 million
technology service provider based in Fairfax, Virginia.
92208M10 VST VANSTAR CORP
New York
Common
Prices in U.S. dollars
Adjusted for stock dividends and stock splits as of 8/12/97
Daily prices 8/01/96 to 7/31/97
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
8/01/96 228000 16 3/4 10/03/96 615700 26 1/2
8/02/96 227200 17 7/8 10/04/96 702600 27 3/8
8/05/96 167000 18 1/4 10/07/96 1260100 28 1/8
8/06/96 80500 18 3/8 10/08/96 912500 28 1/4
8/07/96 95800 19 1/8 10/09/96 275400 28 1/4
8/08/96 179600 18 3/4 10/10/96 379200 28 3/8
8/09/96 171700 18 1/2 10/11/96 226700 28 1/2
8/12/96 122200 18 1/4 10/14/96 334400 28 5/8
10/15/96 239500 29
8/13/96 143400 18 1/2 10/16/96 207600 28 5/8
8/14/96 155700 18 1/2 10/17/96 273900 28 1/2
8/15/96 408100 19 7/8 10/18/96 570500 27 3/8
8/16/96 129100 19 3/8
10/21/96 249200 26
8/19/96 129600 20 10/22/96 266700 25 3/8
8/20/96 87000 19 1/2 10/23/96 226600 26 5/8
8/21/96 204400 18 5/8 10/24/96 216200 26 3/4
8/22/96 190700 18 7/8 10/25/96 492600 25 3/4
8/23/96 54900 18 7/8
10/28/96 390300 24 3/4
8/26/96 192700 19 1/2
8/27/96 455300 19 7/8 10/29/96 321100 21 7/8
8/28/96 1006900 19 1/2 10/30/96 485600 24 5/8
8/29/96 236900 20 1/4 10/31/96 189900 23 7/8
8/30/96 284800 21 1/8 11/01/96 215200 24 1/2
9/02/96 0 HOL 11/04/96 70700 24 1/4
9/03/96 1027400 20 1/8 11/05/96 106500 24 1/4
9/04/96 135400 19 1/4 11/06/96 146500 24 1/2
9/05/96 181300 19 3/8 11/07/96 236200 24 1/8
9/06/96 310800 18 1/2 11/08/96 108900 23 1/2
11/11/96 523600 23 3/8
9/09/96 218100 19 11/12/96 289400 25
9/10/96 130500 18 5/8 11/13/96 217300 25 7/8
9/11/96 203800 18 7/8 11/14/96 262100 27 5/8
9/12/96 380800 19 3/4 11/15/96 209500 26 1/4
9/13/96 763400 21
11/18/96 64800 27
9/16/96 151900 21 11/19/96 79300 27 1/4
9/17/96 480300 22 5/8 11/20/96 200200 27 3/4
9/18/96 931900 23 1/4 11/21/96 257600 26 3/4
9/19/96 568300 23 1/2 11/22/96 171500 26
9/20/96 930000 25 5/8
9/23/96 239200 25 1/8 11/25/96 74700 25 3/4
9/24/96 194000 24 7/8 11/26/96 175300 26 1/4
9/25/96 424200 23 3/4 11/27/96 149000 26
9/26/96 682400 24 3/8 11/28/96 0 HOL
9/27/96 991200 24 1/4 11/29/96 130500 27 1/2
9/30/96 400600 24 1/4
10/01/96 472900 24 5/8
10/02/96 584200 25 1/8
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
12/02/96 258700 28 2/03/97 526900 15 1/2
12/03/96 327800 26 3/8 2/04/97 273900 15 3/8
12/04/96 154100 26 1/8 2/05/97 175400 14 3/4
12/05/96 96700 26 1/2 2/06/97 337800 14 7/8
12/06/96 147800 25 1/2 2/07/97 218200 15 3/8
12/09/96 115900 24 7/8
12/10/96 249500 23 3/4 2/10/97 122000 14 1/4
12/11/96 349200 24 5/8 2/11/97 293000 14 3/8
12/12/96 160000 25 1/8 2/12/97 236100 14 1/4
12/13/96 60600 24 1/2 2/13/97 79400 14 1/2
2/14/97 196500 14 1/2
12/16/96 63500 23
12/17/96 160900 22 1/8 2/17/97 0 HOL
12/18/96 157000 23 7/8 2/18/97 104700 15
2/19/97 195500 15 1/4
12/19/96 442200 24 1/2 2/20/97 436700 15 3/4
12/20/96 115100 23 3/4 2/21/97 213100 16 3/8
12/23/96 22900 23 2/24/97 111300 16 1/8
12/24/96 45000 22 3/4 2/25/97 203200 15 1/8
12/25/96 0 HOL 2/26/97 154400 14 1/2
12/26/96 122400 22 3/4 2/27/97 187500 14 1/4
12/27/96 5500 22 3/4 2/28/97 372000 13 3/4
12/30/96 93700 24 1/8 3/03/97 103100 14 1/4
12/31/96 57600 24 1/2 3/04/97 227800 14 1/4
1/01/97 0 HOL 3/05/97 54600 14
1/02/97 118200 24 5/8
1/03/97 129700 24 1/2 3/06/97 26800 14 1/4
3/07/97 38300 14 1/2
1/06/97 231800 24 7/8
1/07/97 96500 23 3/4 3/10/97 52800 14 1/8
1/08/97 89500 23 3/11/97 63000 14
1/09/97 334000 21 3/4 3/12/97 82700 13 7/8
1/10/97 347200 22 3/8 3/13/97 100300 13 3/4
3/14/97 2062000 9 5/8
1/13/97 148600 21 3/4
3/17/97 1763000 8 3/4
1/14/97 657400 20 7/8 3/18/97 1242500 8 1/8
1/15/97 709500 19 1/4 3/19/97 467100 8
1/16/97 778800 19 1/2 3/20/97 657200 8 1/8
1/17/97 1210400 18 3/21/97 216900 8
1/20/97 708200 18 3/8 3/24/97 274200 7 3/4
1/21/97 928000 20 1/8 3/25/97 569300 7 1/8
1/22/97 775900 22 1/8 3/26/97 838300 7 7/8
1/23/97 5771000 14 7/8 3/27/97 389200 8 1/8
1/24/97 1665000 16 1/8 3/28/97 0 HOL
1/27/97 877300 17 3/31/97 203700 8 1/4
1/28/97 554200 15 7/8
1/29/97 898800 14 7/8
1/30/97 810900 14 1/2
1/31/97 801500 14 3/4
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
4/01/97 126700 8 1/8 6/02/97 504900 10 1/4
4/02/97 127000 8 6/03/97 291000 10
4/03/97 83700 7 7/8 6/04/97 213700 9 3/4
4/04/97 151100 7 7/8 6/05/97 135100 9 3/4
6/06/97 128900 9 3/4
4/07/97 164900 7 7/8
4/08/97 81700 7 5/8 6/09/97 384800 9 1/4
4/09/97 455800 7 1/8 6/10/97 363000 9
4/10/97 366700 7 1/2 6/11/97 399100 9
4/11/97 449100 7 1/4 6/12/97 1709000 9 5/8
6/13/97 425500 10
4/14/97 444300 6 3/4
4/15/97 124900 6 3/4 6/16/97 191800 10 1/8
4/16/97 1028800 7 1/8
4/17/97 237600 7 1/2 6/17/97 220400 10 1/8
4/18/97 129500 7 1/2 6/18/97 427400 10 3/4
6/19/97 1166100 11 7/8
4/21/97 57000 7 1/2 6/20/97 387300 11 1/2
4/22/97 64000 7 3/8
4/23/97 222900 7 1/8 6/23/97 159200 11 1/8
4/24/97 63700 6 7/8 6/24/97 219800 11 7/8
4/25/97 2030000 7 1/2 6/25/97 449700 12 1/8
6/26/97 311700 12 7/16
6/27/97 1660000 13 1/2
4/28/97 210200 7 3/4
4/29/97 242400 7 1/2 6/30/97 755100 14
4/30/97 72300 7 3/8 7/01/97 373700 13 11/16
5/01/97 495000 7 1/2 7/02/97 387500 13 5/8
5/02/97 946300 8 1/4 7/03/97 128100 13 1/8
7/04/97 0 HOL
5/05/97 677800 9 1/4
5/06/97 325400 9 7/07/97 277700 13 1/4
5/07/97 191600 8 3/4 7/08/97 450500 13 3/4
5/08/97 300800 9 1/8 7/09/97 840800 14 3/4
5/09/97 163700 9 7/10/97 444600 14 1/2
7/11/97 287600 14 1/2
5/12/97 196600 8 3/4
5/13/97 180700 9
5/14/97 83300 8 7/8 7/14/97 546200 14 1/16
5/15/97 201200 8 7/8 7/15/97 632700 13
5/16/97 137900 8 7/8 7/16/97 802600 12 15/16
7/17/97 195800 13 1/16
5/19/97 266300 9 1/4 7/18/97 218300 13 5/8
5/20/97 573700 10
5/21/97 459800 10 3/8 7/21/97 111600 13 1/4
7/22/97 283200 13 3/8
5/22/97 136100 10 1/4 7/23/97 276000 13
5/23/97 147300 10 3/8 7/24/97 366100 12 5/16
7/25/97 315200 12 1/4
5/26/97 0 HOL
5/27/97 287500 10 7/28/97 116800 12 3/8
5/28/97 207900 10 7/29/97 339100 12 15/16
5/29/97 371100 9 7/8 7/30/97 245200 13 5/8
5/30/97 446400 10 7/31/97 117500 13 9/16
Unisys Corporation
Unisys Corporation provides information services, and offers technology,
software and customer support on a worldwide basis. It is one of the top 10
U.S. based providers of hardware, software and information services. It
clients primarily consist of financial service organizations, government
agencies, transportation companies, the communications industry and health
information management companies. The company's revenues are divided as
follows: 38% computer systems, 31% global customer service and 31% information
services.
Computer systems comprise a complete line of small and large computer
processors and related peripheral products. Global customer service consists
of systems integration and equipment maintenance. Information services include
outsourcing services, applications development, information planning and
education.
90921410 UIS UNISYS CORP
New York
Common
Prices in U.S. dollars
Adjusted for stock dividends and stock splits as of 8/12/97
Daily prices 8/01/96 to 7/31/97
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
8/01/96 1755000 6 1/8 10/03/96 1501200 6 3/8
8/02/96 907300 6 1/8 10/04/96 957300 6 3/8
8/05/96 611600 6 3/8 10/07/96 1517700 7
8/06/96 1512600 6 1/4 10/08/96 2693000 7 1/8
8/07/96 2129000 6 1/4 10/09/96 1996000 7
8/08/96 2437000 5 7/8 10/10/96 1162000 7 1/8
8/09/96 1197100 5 7/8 10/11/96 2035000 7 1/8
8/12/96 657700 6 10/14/96 1416700 7 3/8
10/15/96 1876000 7 1/4
8/13/96 1030200 5 7/8 10/16/96 1030200 7 1/4
8/14/96 567800 6 10/17/96 586800 7 1/4
8/15/96 448400 6 10/18/96 986400 7 1/4
8/16/96 399200 5 7/8
10/21/96 1264800 6 3/4
8/19/96 823700 5 7/8 10/22/96 1205600 6 1/2
8/20/96 513600 6 10/23/96 1671000 6 3/4
8/21/96 748100 5 7/8 10/24/96 714600 6 5/8
8/22/96 460500 6 10/25/96 941400 6 1/4
8/23/96 638900 6
10/28/96 1091600 6 1/8
8/26/96 408800 5 3/4
8/27/96 604900 5 7/8 10/29/96 683900 6 1/8
8/28/96 633400 6 10/30/96 1041800 6 1/8
8/29/96 1275600 6 1/8 10/31/96 956300 6 1/4
8/30/96 632500 5 7/8 11/01/96 511500 6 1/4
9/02/96 0 HOL 11/04/96 310200 6 1/4
9/03/96 794000 6 11/05/96 364100 6 1/4
9/04/96 1104600 6 11/06/96 1328700 6 1/4
9/05/96 695400 5 7/8 11/07/96 831400 6
9/06/96 604600 6 11/08/96 407900 6 1/8
11/11/96 281900 6 1/4
9/09/96 498600 6 11/12/96 609400 6
9/10/96 801100 6 1/8 11/13/96 940100 6 1/8
9/11/96 439900 6 1/8 11/14/96 422400 6 1/8
9/12/96 390100 6 11/15/96 435300 6 1/8
9/13/96 539900 5 7/8
11/18/96 704800 6 1/4
9/16/96 1153700 6 1/8 11/19/96 397200 6 1/8
9/17/96 346000 6 1/8 11/20/96 668400 6
9/18/96 1019900 6 1/4 11/21/96 6837000 6 5/8
9/19/96 647400 6 1/8 11/22/96 1735000 6 3/4
9/20/96 533100 6
9/23/96 1310700 6 11/25/96 1195400 6 3/4
9/24/96 804400 6 1/8 11/26/96 874800 6 5/8
9/25/96 463500 6 1/8 11/27/96 1078600 6 5/8
9/26/96 497700 6 11/28/96 0 HOL
9/27/96 419500 6 11/29/96 5800000 7 5/8
9/30/96 791100 6 1/8
10/01/96 3703000 6 3/4
10/02/96 1891000 6 5/8
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
12/02/96 4463000 7 3/8 2/03/97 892100 6 7/8
12/03/96 2023000 7 1/2 2/04/97 816900 6 7/8
12/04/96 1475200 7 1/2 2/05/97 1438200 6 3/4
12/05/96 3270000 7 1/2 2/06/97 726200 6 3/4
12/06/96 2122000 7 1/4 2/07/97 848900 6 3/4
12/09/96 899300 7 1/2
12/10/96 743900 7 3/8 2/10/97 762600 6 3/4
12/11/96 1134200 7 1/8 2/11/97 432300 6 3/4
12/12/96 1145000 6 7/8 2/12/97 519100 6 7/8
12/13/96 1257100 7 2/13/97 1208500 7
2/14/97 3267000 7
12/16/96 881900 7
12/17/96 1006900 6 7/8 2/17/97 0 HOL
12/18/96 824800 7 2/18/97 970000 7
2/19/97 3671000 7
12/19/96 858400 7 1/8 2/20/97 1876000 6 3/4
12/20/96 1276100 6 7/8 2/21/97 1178500 6 3/4
12/23/96 631200 6 3/4 2/24/97 1472200 6 3/4
12/24/96 510500 6 7/8 2/25/97 928200 6 3/4
12/25/96 0 HOL 2/26/97 513000 6 5/8
12/26/96 651400 6 5/8 2/27/97 1589700 6 3/4
12/27/96 458100 6 5/8 2/28/97 415400 6 5/8
12/30/96 2291000 6 7/8 3/03/97 564900 6 5/8
12/31/96 1285900 6 3/4 3/04/97 941700 6 5/8
1/01/97 0 HOL 3/05/97 1066500 6 5/8
1/02/97 2067000 7 1/8
1/03/97 1265600 7 3/06/97 3069000 6 7/8
3/07/97 1970000 6 3/4
1/06/97 1094500 6 7/8
1/07/97 779500 7 3/10/97 519500 6 7/8
1/08/97 626600 6 3/4 3/11/97 546700 6 3/4
1/09/97 1262000 6 7/8 3/12/97 965300 6 5/8
1/10/97 997900 6 7/8 3/13/97 579200 6 1/2
3/14/97 1018200 6 5/8
1/13/97 576400 7
3/17/97 987600 6 1/2
1/14/97 1464700 7 1/8 3/18/97 499100 6 1/2
1/15/97 1367400 7 1/8 3/19/97 882600 6 1/2
1/16/97 1301400 7 1/4 3/20/97 874800 6 3/8
1/17/97 1186000 7 3/8 3/21/97 527200 6 3/8
1/20/97 637500 7 1/4 3/24/97 615800 6 1/2
1/21/97 2832000 7 1/2 3/25/97 648500 6 1/4
1/22/97 3159000 7 1/8 3/26/97 1194400 6 3/8
1/23/97 1956000 7 1/8 3/27/97 578300 6 3/8
1/24/97 979700 6 7/8 3/28/97 0 HOL
1/27/97 537200 7 3/31/97 387300 6 1/4
1/28/97 587100 7
1/29/97 505500 6 7/8 4/01/97 593900 6 1/8
1/30/97 505200 7 4/02/97 1208800 6 1/8
1/31/97 504600 6 7/8 4/03/97 479100 6 1/8
4/04/97 683800 6 1/8
Date Volume Cls/Bid Date Volume Cls/Bid
- ---------- ---------- ---------- ---------- ---------- ----------
4/07/97 558400 6 1/4 6/09/97 1589200 6 7/8
4/08/97 434400 6 1/8 6/10/97 1223700 7
4/09/97 720400 6 1/8 6/11/97 907600 7
4/10/97 421500 6 6/12/97 329900 6 7/8
4/11/97 960800 5 7/8 6/13/97 535500 7
4/14/97 1005200 5 7/8 6/16/97 415400 6 7/8
4/15/97 1434100 6
4/16/97 596200 6 6/17/97 483200 6 7/8
4/17/97 860200 5 7/8 6/18/97 722000 7
4/18/97 753700 5 7/8 6/19/97 7584000 7 7/8
6/20/97 2636000 7 1/2
4/21/97 3319000 6 1/2
4/22/97 1726000 6 1/8 6/23/97 1189900 7 5/8
4/23/97 1421400 6 3/8 6/24/97 1824000 7 1/2
4/24/97 1388900 6 3/8 6/25/97 863100 7 7/16
4/25/97 867000 6 6/26/97 1112200 7 5/16
6/27/97 1464300 7 1/2
4/28/97 542100 6 1/8 6/30/97 1362500 7 5/8
4/29/97 1014000 6 7/01/97 937700 7 7/16
4/30/97 643900 6 7/02/97 1059600 7 1/2
5/01/97 539000 6 7/03/97 555400 7 5/8
5/02/97 504900 6 1/8 7/04/97 0 HOL
5/05/97 488000 6 1/4 7/07/97 3884000 8 1/8
5/06/97 512200 6 1/8 7/08/97 3614000 8 1/16
5/07/97 409800 6 1/8 7/09/97 1390900 8 1/16
5/08/97 543300 6 1/8 7/10/97 4064000 8 7/16
5/09/97 814800 6 3/8 7/11/97 4908000 8 1/2
5/12/97 422600 6 1/8
5/13/97 480300 6 1/8 7/14/97 3486000 8 1/2
5/14/97 1496300 6 1/4 7/15/97 2262000 8 7/16
5/15/97 628700 6 3/8 7/16/97 2026000 8 1/2
5/16/97 3436000 6 5/8 7/17/97 1030400 8 9/16
7/18/97 1440300 8 3/16
5/19/97 1146200 6 5/8
5/20/97 889900 6 5/8 7/21/97 5231000 8 3/4
5/21/97 1951000 6 7/8 7/22/97 3848000 8 7/8
7/23/97 3125000 9 3/16
5/22/97 1056200 7 7/24/97 2932000 9 1/8
5/23/97 1063800 7 7/25/97 1644000 8 15/16
5/26/97 0 HOL 7/28/97 1218000 9
5/27/97 627900 6 7/8 7/29/97 850100 8 7/8
5/28/97 2505000 7 7/30/97 1343800 8 15/16
5/29/97 674200 6 13/16 7/31/97 5750000 9 5/8
5/30/97 1322100 6 7/8
6/02/97 352200 6 7/8
6/03/97 733900 6 3/4
6/04/97 583200 6 7/8
6/05/97 1049900 6 7/8
6/06/97 368300 6 7/8
Exhibit (c)(4)
CONFORMED COPY
INVESTORS' AGREEMENT
dated as of
August 7, 1997
among
DECISIONONE HOLDINGS CORP.,
DLJ MERCHANT BANKING PARTNERS II, L.P.,
DLJ MERCHANT BANKING PARTNERS II - A, L.P.,
DLJ OFFSHORE PARTNERS II, C.V.,
DLJ DIVERSIFIED PARTNERS, L.P.,
DLJ DIVERSIFIED PARTNERS - A, L.P.,
DLJ MILLENNIUM PARTNERS, L.P.,
DLJ MILLENNIUM PARTNERS - A, L.P.,
DLJMB FUNDING II, INC.,
UK INVESTMENT PLAN 1997 PARTNERS,
DLJ EAB PARTNERS, L.P.,
DLJ FIRST ESC, LLC,
AND
CERTAIN OTHER PERSONS NAMED HEREIN
TABLE OF CONTENTS
Page
----
ARTICLE 1
Definitions
Section 1.1. Definitions.................................2
ARTICLE 2
Corporate Governance and Management
Section 2.1. Composition of the Board...................10
Section 2.2. Removal....................................10
Section 2.3. Vacancies..................................10
Section 2.4. Action by the Board........................11
Section 2.5. Conflicting Charter or Bylaw Provision.....11
ARTICLE 3
Restrictions on Transfer
Section 3.1. General....................................12
Section 3.2. Legends....................................12
Section 3.3. Permitted Transferees......................13
Section 3.4. Restrictions on Transfers by Institutional
Shareholders ..............................13
Section 3.5. Restrictions on Transfers by Management
Shareholders ..............................13
ARTICLE 4
Tag-Along Rights; Drag-Along Rights; Preemptive Rights
Section 4.1. Rights to Participate in Transfer..........15
Section 4.2. Right to Compel Participation in Certain
Transfers..................................17
Section 4.3. Preemptive Rights..........................19
Section 4.4. Certain Other Purchases of Common Stock....20
ARTICLE 5
Registration Rights
Section 5.1. Demand Registration........................21
Section 5.2. Piggyback Registration.....................23
Section 5.3 Holdback Agreements........................25
Section 5.4. Registration Procedures....................25
Section 5.5. Indemnification by the Company.............29
Section 5.6. Indemnification by Participating
Shareholders...............................29
Section 5.8. Contribution...............................31
Section 5.9. Participation in Public Offering...........33
Section 5.10. Cooperation by the Company.................33
Section 5.11. No Transfer of Registration Rights.........33
ARTICLE 6
Certain Covenants and Agreements
Section 6.1. Confidentiality............................33
Section 6.2. Reports....................................34
Section 6.3. Limitations on Subsequent Registration.....35
Section 6.4. Exclusive Financial Advisor and
Investment Banking Advisor.................35
Section 6.5. Limitation on Purchase of Common Stock.....35
ARTICLE 7
Miscellaneous
Section 7.1. Entire Agreement...........................35
Section 7.2. Binding Effect; Benefit....................36
Section 7.3. Assignability..............................36
Section 7.4. Amendment; Waiver; Termination.............36
Section 7.5. Notices....................................37
Section 7.6. Headings...................................38
Section 7.7. Counterparts...............................38
Section 7.8. Applicable Law.............................38
Section 7.9. Specific Enforcement.......................38
Section 7.10. Consent to Jurisdiction; Expenses..........39
Section 7.11. Severability...............................39
INVESTORS' AGREEMENT
AGREEMENT dated as of August 7, 1997 among (i) DecisionOne
Holdings Corp. (the "Company"), (ii) DLJ Merchant Banking Partners II, L.P.
("DLJMB"), DLJ Offshore Partners II, C.V., DLJ Diversified Partners, L.P.,
DLJMB Funding II, Inc., DLJ Merchant Banking Partners II - A, L.P., DLJ
Diversified Partners - A., L.P., DLJ Millennium Partners, L.P., DLJ Millennium
Partners - A, L.P., UK Investment Plan 1997 Partners, DLJ EAB Partners, L.P.,
and DLJ First ESC, LLC (each a "DLJ Entity" and a "Shareholder" and
collectively the "DLJ Entities"), (iii) Apollo Investment Fund III L.P.
("Apollo Investment"), Apollo Overseas Partners III L.P. ("Apollo Overseas"),
Apollo (U.K.) Partners III, L.P. ("Apollo U.K."), Bain Capital Fund V L.P.
("Bain Capital V"), Bain Capital Fund, V-B, L.P. ("Bain Capital V-B"), BCIP
Associates ("BCIP"), BCIP Trust Associates L.P. ("BCIP Trust"), Thomas H. Lee
Equity Fund III, L.P. ("THL"), Thomas H. Lee Foreign Fund III, L.P. ("THL
Foreign Fund"), THL Co-Investors III-A, LLC ("THL Co-Investors A"), THL
Co-Investors III-B, LLC ("THL Co-Investors B"), DLJ Capital Corp. ("DLJ
Capital"), Sprout Growth II, L.P. ("Sprout"), The Sprout CEO Fund, L.P.
("Sprout CEO Fund"), and Ontario Teachers' Pension Plan Board (each a
"Shareholder" and collectively, the Shareholders listed in this clause (iii)
are referred to as the "Institutional Shareholders") and (iv) certain other
Persons listed on the signature pages hereof (each a "Shareholder" and
collectively, the "Management Shareholders").
W I T N E S S E T H :
WHEREAS, pursuant to the Subscription Agreement and the
DecisionOne Direct Investment Program (as defined below) certain parties
hereto are or will be acquiring securities of Quaker Holding Co. and the
Company, respectively; and
WHEREAS, pursuant to the terms of the Merger Agreement (as
defined below), Quaker Holding Co. will be merged with and into the Company,
with the Company as the surviving corporation (the "Merger");
WHEREAS, the parties hereto desire to enter into this Agreement
to govern certain of their rights, duties and obligations after consummation
of the transactions contemplated by the Merger Agreement, the Subscription
Agreement and the DecisionOne Direct Investment Program;
The parties hereto agree as follows:
ARTICLE 1
Definitions
Section 1.1. Definitions. (a) The following terms, as used
herein, have the following meanings:
"Adjusted Initial Ownership" means, with respect to any
Management Shareholder, the number of shares of Common Stock and Common Stock
Equivalents owned as of the date hereof, or in the case of any Person that
shall become a party to this Agreement on a later date, as of such date,
taking into account any stock split, stock dividend, reverse stock-split or
similar event.
"Adverse Person" means any Person whom the Board of Directors of
the Company determines is a competitor or a potential competitor of the
Company or its Subsidiaries.
"Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with
such Person, provided that no securityholder of the Company shall be deemed
an Affiliate of any other securityholder solely by reason of any investment in
the Company. For the purpose of this definition, the term "control"
(including with correlative meanings, the terms "controlling", "controlled by"
and "under common control with"), as used with respect to any Person, shall
mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such Person, whether through
the ownership of voting securities or by contract or otherwise.
"Affiliated Employee Benefit Trust" means any trust that is a
successor to the assets held by a trust established under an employee benefit
plan subject to ERISA or any other trust established directly or indirectly
under such plan or any other such plan having the same sponsor.
"Apollo Entities" means Apollo Investment, Apollo Overseas,
Apollo U.K. and their Permitted Transferees.
"Bain Entities" means Bain Capital V, Bain Capital V-B, BCIP,
BCIP Trust and their Permitted Transferees.
"beneficially own" shall have the meaning set forth in Rule
13d-3 of the Exchange Act.
"Board" means the board of directors of the Company.
"Business Day" means any day except a Saturday, Sunday or other
day on which commercial banks in New York City are authorized by law to close.
"Change of Control" means such time as (a) the DLJ Entities
shall own less than 20% of the outstanding shares of Common Stock, (b) the
transfer of all or substantially all of the assets of the Company to any Person
or group shall have been consummated, or (c) the Company shall have been
liquidated.
"Closing Date" means August 7, 1997.
"Common Stock" shall mean the common stock, par value $.01 per
share, of the Company and any stock into which such Common Stock may
thereafter be converted or changed.
"Common Stock Equivalent" means
(20.61 - P) x N
---------------
20.61
where "N" equals the number of Roll-Over Options, and "P" equals the exercise
price of such Roll-Over Option.
"DecisionOne Direct Investment Program" means the investment
program of the Company pursuant to which certain members of the Company's
management will acquire shares of Common Stock.
"Drag-Along Portion" means, with respect to any Other
Shareholder and any class of Common Stock, the number of such class of Common
Stock beneficially owned by such Other Shareholder multiplied by a fraction,
the numerator of which is the number of such class of Common Stock proposed to
be sold by the DLJ Entities on behalf of the DLJ Entities and the Other
Shareholders and the denominator of which is the total number of such class of
Common Stock on a Fully Diluted basis beneficially owned by the Shareholders.
"Equity Securities" means the Common Stock, securities
convertible into or exchangeable for Common Stock and options, warrants or
other rights to acquire Common Stock, preferred stock or any other equity
security issued by the Company.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"First Public Offering" means the first sale after the date
hereof of Common Stock pursuant to an effective registration statement under
the Securities Act (other than a registration statement on Form S-8 or any
successor form).
"Fully Diluted" means all outstanding shares of Common Stock
and all shares issuable in respect of securities convertible into or
exchangeable for such Common Stock, stock appreciation rights or options,
warrants and other irrevocable rights to purchase or subscribe for such Common
Stock or securities convertible into or exchangeable for such Common Stock;
provided that no Person shall be deemed to own such number of Fully Diluted
shares of any Common Stock as such Person has the right to acquire from any
Person other than the Company.
"Initial Ownership" means, with respect to any Shareholder, the
number of shares of Common Stock beneficially owned (and (without duplication)
which such Persons have the right to acquire from any Person) as of the date
hereof, or in the case of any Person that shall become a party to this
Agreement on a later date, as of such date, taking into account any stock
split, stock dividend, reverse stock split or similar event.
"Merger Agreement" means the Agreement and Plan of Merger dated
as of May 4, 1997, as subsequently amended, between the Company and Quaker
Holding Co.
"Other Shareholders" means all Shareholders other than the DLJ
Entities.
"Percentage Ownership" means, with respect to any Shareholder at
any time, (i) the number of shares of Fully Diluted Common Stock that such
Shareholder beneficially owns (and (without duplication) has the right to
acquire from any Person) at such time, divided by (ii) the total number of
shares of Fully Diluted Common Stock at such time.
"Permitted Transferee" means (i) in the case of an Institutional
Shareholder (a) any general or limited partner or shareholder of such
Shareholder, and any corporation, partnership or other entity that is an
Affiliate of such Shareholder (collectively, "Shareholder Affiliates"), (b) any
general partner, limited partner, employee, officer or director of such
Shareholder or a Shareholder Affiliate, or any spouse, lineal descendant,
sibling, parent, heir, executor, administrator, testamentary trustee, legatee
or beneficiary of any of the foregoing persons described in this clause (b)
(collectively, "Shareholder Associates"), and (c) any trust, the beneficiaries
of which, or any corporation, limited liability company or partnership,
stockholders, members or general or limited partners of which include only
such Shareholder, such Shareholder Affiliates or Shareholder Associates;
(ii) in the case of a Management Shareholder (a) any other
Shareholder, (b) a spouse or lineal descendant (whether natural or adopted),
sibling, parent, heir, executor, administrator, testamentary trustee, legatee
or beneficiary of any of such Management Shareholder, (c) any trust, the
beneficiaries of which, or any corporation, limited liability company or
partnership, stockholders, members or general or limited partners of which
include only the Persons named in clauses (a) or (b) or (d) any charitable
remainder trust; or
(iii) in the case of any DLJ Entity (A) any other DLJ Entity,
(B) any general or limited partner of any such entity (a "DLJ Partner"), and
any corporation, partnership, Affiliated Employee Benefit Trust or other entity
which is an Affiliate of any DLJ Partner (collectively, the "DLJ Affiliates"),
(C) any managing director, general partner, director, limited partner, officer
or employee of such DLJ Entity or a DLJ Affiliate, or the heirs, executors,
administrators, testamentary trustees, legatees or beneficiaries of any of the
foregoing Persons referred to in this clause (C) (collectively, "DLJ
Associates"), and (D) any trust, the beneficiaries of which, or any
corporation, limited liability company or partnership, the stockholders,
members or general or limited partners of which, include only such DLJ Entity,
DLJ Affiliates, DLJ Associates, their spouses or their lineal descendants.
The term "DLJ Entities", to the extent such entities shall have transferred
any of their Shares to "Permitted Transferees", shall mean the DLJ Entities
and the Permitted Transferees of the DLJ Entities, taken together, and any
right or action that may be exercised or taken at the election of the DLJ
Entities may be exercised or taken at the election of the DLJ Entities and
such Permitted Transferees.
"Person" means an individual, corporation, limited liability
company, partnership, association, trust or other entity or organization,
including a government or political subdivision or an agency or
instrumentality thereof.
"Pro Rata Portion" means the number of Shares a Shareholder
holds (either Purchased Shares or non-Purchased Shares, as the case may be)
multiplied by a fraction, the numerator of which is the number of Shares to be
sold by the DLJ Entities and the Institutional Shareholders and their Permitted
Transferees in a Public Offering and the denominator of which is the total
number of Shares, on a Fully Diluted basis, held in the aggregate by the DLJ
Entities and the Institutional Shareholders and their Permitted Transferees
prior to such Public Offering.
"Public Offering" means any primary or secondary public
offering of Common Stock pursuant to an effective registration statement under
the Securities Act other than pursuant to a registration statement filed in
connection with a transaction of the type described in Rule 145 of the
Securities Act or for the purpose of issuing securities pursuant to an employee
benefit plan.
"Purchased Shares" means those Shares purchased by a Management
Shareholder on the Closing Date for cash and/or with the proceeds of a
promissory note of the type contemplated by the DecisionOne Direct Investment
Plan.
"Registrable Securities" means at any time, with respect to any
Shareholder or its Permitted Transferees, any shares of Common Stock then
owned by such Shareholder or its Permitted Transferees until (i) a registration
statement covering such securities has been declared effective by the SEC and
such securities have been disposed of pursuant to such effective registration
statement, (ii) such securities are sold under circumstances in which all of
the applicable conditions of Rule 144 (or any similar provisions then in force)
under the Securities Act are met or such securities may be sold pursuant to
Rule 144(k) or (iii) such securities are otherwise transferred, the Company has
delivered a new certificate or other evidence of ownership for such securities
not bearing the legend required pursuant to this Agreement and such securities
may be resold without subsequent registration under the Securities Act.
"Registration Expenses" means (i) all registration and filing
fees, (ii) fees and expenses of compliance with securities or blue sky laws
(including reasonable fees and disbursements of counsel in connection with
blue sky qualifications of the securities registered), (iii) printing
expenses, (iv) internal expenses of the Company (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), (v) reasonable fees and disbursements of counsel
for the Company and customary fees and expenses for independent certified
public accountants retained by the Company (including expenses relating to any
comfort letters or costs associated with the delivery by independent certified
public accountants of a comfort letter or comfort letters requested pursuant
to Section 5.4(g) hereof), (vi) the reasonable fees and expenses of any
special experts retained by the Company in connection with such registration,
(vii) reasonable fees and expenses of up to one counsel for the Shareholders
participating in the offering, (viii) fees and expenses in connection with any
review of underwriting arrangements by the National Association of Securities
Dealers, Inc. (the "NASD") including fees and expenses of any "qualified
independent underwriter" and (ix) fees and disbursements of underwriters
customarily paid by issuers or sellers of securities, but shall not include
any underwriting fees, discounts or commissions attributable to the sale of
Registrable Securities, or any out-of-pocket expenses (except as set forth in
clause (vii) above) of the Shareholders or any fees and expenses of
underwriter's counsel.
"Restriction Termination Date" means the fourth anniversary of
the Closing Date.
"Roll-Over Option" means an option granted by the Company to a
Management Shareholder prior to the Merger which option, at the effective time
of the Merger, was converted into an option to purchase shares of Common Stock
of the surviving corporation.
"Section 4.03 Portion" means the pro rata portion of any Equity
Securities proposed to be issued by the Company with respect to which
Shareholders shall be entitled to exercise their rights under Section 4.03,
(a) in the case of any Institutional Shareholder, based upon
such Institutional Shareholder's Initial Ownership of shares of Common Stock
as a percentage of the sum of (i) the Initial Ownership of Common Stock of the
DLJ Entities and all Institutional Stockholders and (ii) the Adjusted Initial
Ownership of all Management Stockholders, or
(b) in the case of any Management Shareholder, based upon such
Management Shareholder's Adjusted Initial Ownership of shares of Common Stock
as a percentage of the sum of (i) the Initial Ownership of the DLJ Entities
and the Institutional Shareholders and (ii) the Adjusted Initial Ownership of
all Management Shareholders.
"Section 4.04 Portion" means, with respect to any Shareholder
at any time, the number of shares of common stock purchased by DLJ Entities in
a transaction subject to Section 4.04, multiplied by a fraction, the numerator
of which is (i) the number of shares of Common Stock on a Fully Diluted basis
that such Shareholder beneficially owns at such time, and the denominator of
which is (ii) the total number of shares of Common Stock on a Fully Diluted
basis beneficially owned at such time by all Other Shareholders and the DLJ
Entities.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended.
"Shareholder" means each Person (other than the Company) who
shall be a party to this Agreement, whether in connection with the execution
and delivery hereof as of the date hereof, pursuant to Section 7.3 or
otherwise, so long as such Person shall beneficially own any Common Stock.
"Shares" means shares of Common Stock held by the Shareholders.
"Sprout Entities" means DLJ Capital, Sprout, Sprout CEO Fund,
and their Permitted Transferees.
"Subject Securities" means the Common Stock beneficially owned
by the Management Shareholders and Institutional Shareholders to be transferred
in a Section 4.2 Sale.
"Subscription Agreement" means the Subscription Agreement of
even date herewith among Quaker Holding Co., the DLJ Entities and the
Institutional Investors.
"Subsidiary" means, with respect to any Person, any entity of
which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions are at the time directly or indirectly owned by such Person.
"THL Entities" means THL, THL Foreign Fund, THL Co-Investors
A, THL Co-Investors B, and their Permitted Transferees.
"Tag-Along Portion" means the number of shares of Common Stock
held (or, without duplication, that such Shareholder has the right to acquire
from any Person) by the Tagging Person or the Selling Person, as the case may
be, multiplied by a fraction, the numerator of which is the number of shares
of Common Stock proposed to be sold by the Selling Person pursuant to Section
4.1, and the denominator of which is the aggregate number of shares of Common
Stock on a Fully Diluted basis owned by all Shareholders.
"Third Party" means a prospective purchaser of Common Stock in
an arm's-length transaction from a Shareholder where such purchaser is not a
Permitted Transferee of such Shareholder.
"Underwritten Public Offering" means a firmly underwritten
public offering of Registrable Securities of the Company pursuant to an
effective registration statement under the Securities Act.
(b) Each of the following terms is defined in the Section set
forth opposite such term:
Term Section
Cause 2.2
Confidential Information 6.1(b)
Demand Registration 5.1(a)
Drag-Along Rights 4.2(a)
Holders 5.1(a)(ii)
Incidental Registration 5.2(a)
Indemnified Party 5.7
Indemnifying Party 5.7
Inspectors 5.4(g)
Maximum Offering Size 5.1(e)
Nominee 2.3(a)
Piggyback Registration 5.2(a)
Public Offering Limitations 3.5(a)
Records 5.4(g)
Representatives 6.1(b)
Section 4.1 Response Notice 4.1(a)
Section 4.2 Sale 4.2(a)
Section 4.2 Notice 4.2(a)
Section 4.2 Sale Price 4.2(a)
Section 4.2 Notice Period 4.2(a)
Section 4.3 Notice 4.3
Section 4.3 Portion 4.3
Section 4.4 Notice 4.4
Selling Person 4.1(a)
Selling Shareholder 5.1(a)
Shareholder 7.3
Tag-Along Notice 4.1(a)
Tag-Along Notice Period 4.1(a)
Tag-Along Offer 4.1(a)
Tag-Along Right 4.1(a)
Tag-Along Sale 4.1(a)
Tagging Person 4.1(a)
Transfer 3.1(a)
Trigger Date 6.5
ARTICLE 2
Corporate Governance and Management
Section 2.1. Composition of the Board. The Board shall
consist of seven members, of whom four shall be nominated by DLJMB, two
shall be nominated by DLJMB and shall be individuals which are not
"Affiliates" or "Associates" (as those terms are used within the meaning of
Rule 12b-2 of the General Rules and Regulations under the Exchange Act) of
any Shareholder or its Affiliates, and one shall be nominated by the
Management Shareholders. Each Shareholder entitled to vote for the
election of directors to the Board agrees that it will vote its shares of
Common Stock or execute consents, as the case may be, and take all other
necessary action (including causing the Company to call a special meeting
of shareholders) in order to ensure that the composition of the Board is as
set forth in this Section 2.1; provided that, no Shareholder shall be
required to vote for another Shareholder's nominee(s) if the number of
shares of Common Stock held by the Shareholder or group of Shareholders, as
applicable, making the nomination (or, in the case of a nomination by
DLJMB, of the DLJ Entities) is, at the close of business on the day
preceding such vote or execution of consents, less than 10% of such
Shareholder's or group of Shareholders' (or the DLJ Entities'), as
applicable, Initial Ownership of Common Stock on a Fully Diluted basis.
Section 2.2. Removal. Each Shareholder agrees that if, at any
time, it is then entitled to vote for the removal of directors of the Company,
it will not vote any of its shares of Common Stock in favor of the removal of
any director who shall have been designated or nominated pursuant to Section
2.1 unless such removal shall be for Cause or the Person(s) entitled to
designate or nominate such director shall have consented to such removal in
writing, provided that if the Persons entitled to designate or nominate any
director pursuant to Section 2.1 shall request the removal, with or without
Cause, of such director in writing, such Shareholder shall vote its shares of
Common Stock in favor of such removal. Removal for "Cause" shall mean removal
of a director because of such director's (a) willful and continued failure
substantially to perform his duties with the Company in his established
position, (b) willful conduct which is injurious to the Company or any of its
Subsidiaries, monetarily or otherwise, (c) conviction for, or guilty plea to, a
felony or a crime involving moral turpitude, or (d) abuse of illegal drugs or
other controlled substances or habitual intoxication.
Section 2.3. Vacancies. If, as a result of death, disability,
retirement, resignation, removal (with or without Cause) or otherwise, there
shall exist or occur any vacancy on the Board:
(a) The Shareholder(s) entitled under Section 2.1 to nominate such
director whose death, disability, retirement, resignation or removal resulted
in such vacancy, may, subject to the provisions of Section 2.1, nominate
another individual (the "Nominee") to fill such vacancy and serve as a director
of the Company; and
(b) each Shareholder then entitled to vote for the election of the
Nominee as a director of the Company agrees that it will vote its shares of
Common Stock, or execute a written consent, as the case may be, in order to
ensure that the Nominee be elected to the Board; provided that, no Shareholder
shall be required to vote for another party's Nominee(s) if the Percentage
Ownership of the Shareholder or group of Shareholders, as applicable, making
the nomination (or, in the case of a nomination by DLJMB, of the DLJ
Entities), at the close of business of the day preceding such vote or execution
of consents, is less than 10% on a Fully Diluted basis of such Shareholder's or
group of Shareholders' (or the DLJ Entities'), as applicable, Initial Ownership
of Common Stock.
Section 2.4. Action by the Board. (a) A quorum of the Board
shall consist initially of four directors; provided that DLJMB shall have the
right, in its sole discretion, until such time as the Percentage Ownership of
the DLJ Entities is less than 10% on a Fully Diluted basis of the DLJ
Entities' Initial Ownership of Common Stock, to increase or decrease the
number of directors necessary to constitute a quorum.
(b) All actions of the Board shall require the affirmative vote
of at least a majority of the directors at a duly convened meeting of the
Board at which a quorum is present or the unanimous written consent of the
Board; provided that, in the event there is a vacancy on the Board and an
individual has been nominated to fill such vacancy, the first order of
business shall be to fill such vacancy.
Section 2.5. Conflicting Charter or Bylaw Provision. Each
Shareholder shall vote its shares of Common Stock, and shall take all other
actions reasonably necessary, to ensure that the Company's certificate of
incorporation and bylaws (copies of which are attached hereto as Exhibits A
and B) facilitate and do not at any time conflict with any provision of this
Agreement.
ARTICLE 3
Restrictions on Transfer
Section 3.1. General. (a) Each Shareholder understands and
agrees that the Common Stock purchased pursuant to the Subscription Agreement
or the DecisionOne Direct Investment Program have not been registered under the
Securities Act and are restricted securities. Each Shareholder agrees that it
will not, directly or indirectly, sell, assign, transfer, grant a
participation in, pledge or otherwise dispose of ("transfer") any Common Stock
(or solicit any offers to buy or otherwise acquire, or take a pledge of any
Common Stock) except in compliance with the Securities Act and the terms and
conditions of this Agreement.
(b) Any attempt to transfer any Common Stock not in compliance
with this Agreement shall be null and void and the Company shall not, and
shall cause any transfer agent not to, give any effect in the Company's stock
records to such attempted transfer.
Section 3.2. Legends. (a) In addition to any other legend
that may be required, each certificate for shares of Common Stock that is
issued to any Shareholder shall bear a legend in substantially the following
form:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR
SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS ALSO SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE INVESTORS' AGREEMENT
DATED AS OF AUGUST 7, 1997, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM
DECISIONONE HOLDINGS CORP. OR ANY SUCCESSOR THERETO."
(b) If any Common Stock shall cease to be Registrable Securities
under clause (i) or clause (ii) of the definition thereof, the Company shall,
upon the written request of the holder thereof, issue to such holder a new
certificate evidencing such shares without the first sentence of the legend
required by Section 3.2(a) endorsed thereon. If any Common Stock cease to be
subject to any and all restrictions on transfer set forth in this Agreement,
the Company shall, upon the written request of the holder thereof, issue to
such holder a new certificate evidencing such Common Stock without the second
sentence of the legend required by Section 3.2(a) endorsed thereon.
Section 3.3. Permitted Transferees. Notwithstanding anything
in this Agreement to the contrary, any Shareholder may at any time transfer
any or all of its Common Stock to one or more of its Permitted Transferees
without the consent of the Board or any other Shareholder or group of
Shareholders and without compliance with Sections 3.4, 3.5 and 4.1 so long as
(a) such Permitted Transferee shall have agreed in writing to be bound by the
terms of this Agreement and (b) the transfer to such Permitted Transferee is
not in violation of applicable federal or state securities laws.
Section 3.4. Restrictions on Transfers by Institutional
Shareholders. (a) Except as provided in Section 3.3, each Institutional
Shareholder and each Permitted Transferee of such Institutional Shareholder
may transfer its Common Stock only as follows:
(i) in a transfer made in compliance with Section
4.1 or 4.2;
(ii) in a Public Offering in connection with the
exercise of its rights under Article 5 hereof; or
(iii) following the earlier to occur of (i) the
date on which the Percentage Ownership of such Institutional
Shareholder is less than 25% of its Initial Ownership of
Common Stock and (ii) the seventh anniversary of the Closing
Date, to any Person other than any Adverse Person.
(b) The restrictions set forth in Section 3.4(a)(i) and (a)(ii)
shall terminate at such time as aggregate Percentage Ownership of the DLJ
Entities and their Permitted Transferees is equal to or less than 50% of the
aggregate Initial Ownership of Common Stock of DLJ Entities.
Section 3.5. Restrictions on Transfers by Management
Shareholders. (a) Except as provided in Section 3.03, each Management
Shareholder and each Permitted Transferee of such Management Shareholder may
transfer its Common Stock only as follows:
(i) in a transfer made in compliance with Section
4.1 or 4.2;
(ii) subject to the Public Offering Limitations
(as defined below), in a Public Offering in connection with
the exercise of its rights under Article 5 hereof;
(iii) 180 days following a Public Offering, to any
Third Party, in a transfer made in compliance with Rule 144
promulgated under the Securities Act; provided, however,
that until the Restriction Termination Date, the Percentage
Ownership of such Management Shareholder as a result of
such transfer shall be equal to or exceed the greater of
(x) 50% of such Management Shareholder's Initial Ownership
of Common Stock and (y) a percentage of such Management
Shareholder's Initial Ownership equal to the Remaining
Percentage. For purposes of this Section 3.5(a)(iii),
"Remaining Percentage" means the Percentage Ownership of
the DLJ Entities and the Institutional Investors
immediately prior to such proposed transfer pursuant to
this Section 3.5(a)(iii) calculated by subtracting from the
Initial Ownership of the DLJ Entities and the Institutional
Investors the number of shares of Common Stock theretofore
transferred by the DLJ Entities and the Institutional
Investors; or
(iv) following the Restriction Termination Date,
to any Third Party other than an Adverse Person for
consideration consisting solely of cash, provided, however,
that the number of Shares transferred by such Management
Shareholder pursuant to this Section 3.5(a)(iv) in any
twelve-month period shall not exceed 20% of such Management
Shareholder's Percentage Ownership at the beginning of such
twelve month period.
For purposes of this Agreement, "Public Offering Limitations"
means (A) except as set forth in the proviso at the end of this paragraph, no
Management Shareholder shall be permitted to exercise its rights under Section
5.02 hereof (x) with respect to the First Public Offering and (y) until such
time as the Percentage Ownership of the DLJ Entities and the Institutional
Shareholders and their Permitted Transferees shall be less than 50% of their
aggregate Initial Ownership of Common Stock and (B) in each Public Offering
following the First Public Offering, such Management Shareholder shall be
entitled to transfer a number of Shares not exceeding such Management
Shareholder's Pro Rata Portion of non-Purchased Shares; provided, however,
that notwithstanding the restrictions set forth in clauses (A) and (B), each
Management Shareholder shall be permitted to exercise its rights pursuant to
Section 5.2 hereof in respect of such Management Shareholder's Pro Rata
Portion of its Purchased Shares in any Public Offering and transfer such
Purchased Shares pursuant to Section 3.05(a)(ii).
(b) The provisions of Section 3.05(a) shall terminate upon the
earliest to occur of (i) one or more Public Offerings of Shares yielding
aggregate gross proceeds of at least $100,000,000, (ii) the fourth anniversary
of the Closing Date and (iii) a Change of Control. Notwithstanding the
foregoing sentence, the provisions of Section 3.05(a) shall not terminate with
respect to any Management Shareholder's Shares which shall have been pledged
to the Company as security in connection with any indebtedness for borrowed
money owed by such Management Shareholder to the Company unless the proceeds
from the sale of such Shares, net of any taxes due on such proceeds, are
applied to repay the such indebtedness in full.
ARTICLE 4
Tag-Along Rights; Drag-Along Rights; Preemptive Rights
Section 4.1. Rights to Participate in Transfer. (a) If DLJ
Entities (the "Selling Person") propose to transfer (other than transfers of
shares of Common Stock (i) in a Public Offering, (ii) to any Permitted
Transferee of any of the DLJ Entities or (iii) up to 2.5% in the aggregate of
the securities of such class outstanding on the date of the first transfer of
any shares of Common Stock by any of the DLJ Entities (such percentage, the
"Free Percentage")), in a transaction otherwise permitted by Article 3
hereof, (a "Tag-Along Sale"), the Other Shareholders may, at their option,
elect to exercise their rights under this Section 4.1 (each such Shareholder, a
"Tagging Person"). In the event of such a proposed transfer, the Selling
Person shall provide each Other Shareholder written notice of the terms and
conditions of such proposed transfer ("Tag-Along Notice") and offer each
Tagging Person the opportunity to participate in such sale. The Tag-Along
Notice shall identify the number of shares of Common Stock subject to the
offer ("Tag-Along Offer"), the cash price at which the transfer is proposed to
be made, and all other material terms and conditions of the Tag-Along Offer,
including the form of the proposed agreement, if any. From the date of the
Tag-Along Notice, each Tagging Person shall have the right (a "Tag-Along
Right"), exercisable by written notice ("Section 4.1 Response Notice") given
to the Selling Person within 5 Business Days (the "Tag-Along Notice Period"),
to request that the Selling Person include in the proposed transfer the number
of Shares held by such Tagging Person as is specified in such notice; provided
that if the aggregate number of Shares proposed to be sold by the Selling
Person and all Tagging Persons in such transaction exceeds the number of
Shares which can be sold on the terms and conditions set forth in the
Tag-Along Notice, then only the Tag-Along Portion of Shares of the Selling
Person and each Tagging Person shall be sold pursuant to the Tag-Along Offer.
In the event the DLJ Entities shall propose to transfer a number of Shares in
excess of the Free Percentage, the Tag-Along Portion shall be calculated with
respect to all of the Shares proposed to be transferred by the DLJ Entities.
If the Tagging Persons exercise their Tag-Along Rights hereunder, each Tagging
Person shall deliver, together with its Section 4.01 Response Notice, to the
Selling Person the certificate or certificates representing the Shares of such
Tagging Person to be included in the transfer, together with a limited
power-of-attorney authorizing the Selling Person to transfer such Shares on
the terms set forth in the Tag-Along Notice. It is understood that to the
extent the DLJ Entities can do so without affecting the other terms on which
the Tag-Along Sale is proposed to be made, the DLJ Entities will seek to
exclude from the terms of such Tag-Along Sale any material restrictions on the
ability, following such Tag-Along Sale, of any Tagging Person to conduct its
business in a manner consistent with past practice. Delivery of such
certificate or certificates representing the Shares to be transferred and the
limited power-of-attorney authorizing the Selling Person to transfer such
Shares shall constitute an irrevocable acceptance of the Tag-Along Offer by
such Tagging Persons. If, at the end of a 120 day period after such delivery,
the Selling Person has not completed the transfer of all such Shares on
substantially the same terms and conditions set forth in the Tag-Along Notice,
the Selling Person shall return to each Tagging Person the limited
power-of-attorney (and all copies thereof) together with all certificates
representing the Shares which such Tagging Person delivered for transfer
pursuant to this Section 4.1.
(b) Concurrently with the consummation of the Tag-Along Sale, the
Selling Person shall notify the Tagging Persons thereof, shall remit to the
Tagging Persons the total consideration (by bank or certified check) for the
Shares of the Tagging Persons transferred pursuant thereto, and shall,
promptly after the consummation of such Tag-Along Sale furnish such other
evidence of the completion and time of completion of such transfer and the
terms thereof as may be reasonably requested by the Tagging Persons.
(c) If at the termination of the Tag-Along Notice Period any
Tagging Person shall not have elected to participate in the Tag-Along Sale,
such Tagging Person will be deemed to have waived its rights under Section
4.1(a) with respect to the transfer of its securities pursuant to such
Tag-Along Sale.
(d) If any Tagging Person declines to exercise its Tag-Along Rights
or elects to exercise its Tag-Along Rights with respect to less than such
Tagging Person's Tag-Along Portion, the DLJ Entities shall be entitled to
transfer, pursuant to the Tag-Along Offer, a number of Shares held by the DLJ
Entities equal to the number of Shares constituting the portion of such
Tagging Person's Tag-Along Portion with respect to which Tag-Along Rights were
not exercised.
(e) The DLJ Entities and any Tagging Person who exercises the
Tag-Along Rights pursuant to this Section 4.1 may sell the Shares subject to
the Tag-Along Offer on the terms and conditions set forth in the Tag-Along
Notice (provided, however, that the cash price payable in any such sale may
exceed the cash price specified in the Tag-Along Notice by up to 10%) within
120 days of the date on which Tag-Along Rights shall have been waived,
exercised or expire.
Section 4.2. Right to Compel Participation in Certain
Transfers. (a) If (i) the DLJ Entities propose to transfer not less than 50%
of their Initial Ownership of Common Stock to a Third Party in a bona fide
sale, (ii) the DLJ Entities propose a transfer in which the Shares to be
transferred by the DLJ Entities, the Institutional Shareholders and their
Permitted Transferees constitute more than 50% of the outstanding shares of
Common Stock (a "Section 4.2 Sale"), the DLJ Entities may at their option
require all Other Shareholders to sell the Subject Securities ("Drag-Along
Rights") then held by every Other Shareholder, and (subject to and at the
closing of the Section 4.2 Sale) to exercise all, but not less than all, of
the options held by every Other Shareholder and to sell all of the shares of
Common Stock received upon such exercise to such Third Party, for the same
consideration per share of Common Stock and otherwise on the same terms and
conditions as the DLJ Entities; provided that any Other Shareholder who holds
options the exercise price per share of which is greater than the per share
price at which the Shares are to be sold to the Third Party may, if required
by the DLJ Entities to exercise such options, in place of such exercise,
submit to irrevocable cancellation thereof without any liability for payment
of any exercise price with respect thereto. In the event the Section 4.2 Sale
is not consummated with respect to any shares acquired upon exercise of such
options, or the Section 4.2 Sale is not consummated, such options shall be
deemed not to have been exercised or cancelled, as applicable. DLJMB shall
provide written notice of such Section 4.2 Sale to the Other Shareholders (a
"Section 4.2 Notice") not later than the 15th day prior to the proposed
Section 4.2 Sale. The Section 4.2 Notice shall identify the transferee, the
number of Subject Securities, the consideration for which a transfer is
proposed to be made (the "Section 4.2 Sale Price") and all other material
terms and conditions of the Section 4.2 Sale. The number of shares of Common
Stock to be sold by each Other Shareholder will be the Drag-Along Portion of
the shares of Common Stock that such Other Shareholder owns. Subject to
Section 4.2(d), each Other Shareholder shall be required to participate in the
Section 4.2 Sale on the terms and conditions set forth in the Section 4.2
Notice and to tender all its Subject Securities as set forth below. It is
understood that to the extent the DLJ Entities can do so without affecting the
other terms on which the Section 4.2 Sale is proposed to be made, the DLJ
Entities will seek to exclude from the terms of such Section 4.2 Sale any
material restrictions on the ability, following such Section 4.2 Sale, of any
Other Shareholder to conduct its business in a manner consistent with past
practice. The price payable in such transfer shall be the Section 4.2 Sale
Price. Not later than the 10th day following the date of the Section 4.2
Notice (the "Section 4.2 Notice Period"), each of the Other Shareholders shall
deliver to a representative of DLJMB designated in the Section 4.2 Notice
certificates representing all Subject Securities held by such Other
Shareholder, duly endorsed, together with all other documents required to be
executed in connection with such Section 4.2 Sale or, if such delivery is not
permitted by applicable law, an unconditional agreement to deliver such
Subject Securities pursuant to this Section 4.2 at the closing for such
Section 4.2 Sale against delivery to such Other Shareholder of the
consideration therefor. If an Other Shareholder should fail to deliver such
certificates to DLJMB, the Company shall cause the books and records of the
Company to show that such Subject Securities are bound by the provisions of
this Section 4.2 and that such Subject Securities shall be transferred to the
purchaser of the Subject Securities immediately upon surrender for transfer by
the holder thereof.
(b) The DLJ Entities shall have a period of 90 days from the date
of receipt of the Section 4.02 Notice to consummate the Section 4.02 Sale on
the terms and conditions set forth in such Section 4.02 Sale Notice. If the
Section 4.02 Sale shall not have been consummated during such period, DLJMB
shall return to each of the Other Shareholders all certificates representing
Shares that such Other Shareholder delivered for transfer pursuant hereto,
together with any documents in the possession of DLJMB executed by the Other
Shareholder in connection with such proposed transfer, and all the restrictions
on transfer contained in this Agreement or otherwise applicable at such time
with respect to Common Stock owned by the Other Shareholders shall again be
in effect.
(c) Concurrently with the consummation of the transfer of Shares
pursuant to this Section 4.2, DLJMB shall give notice thereof to all
Shareholders, shall remit to each of the Shareholders who have surrendered
their certificates the total consideration (by bank or certified check) for the
Shares transferred pursuant hereto and shall furnish such other evidence of the
completion and time of completion of such transfer and the terms thereof as
may be reasonably requested by such Shareholders.
(d) Notwithstanding any provision of this Agreement to the
contrary, in the event the terms on which a Section 4.2 Sale is proposed to be
made shall include a provision which materially and adversely affects the
ability of any Other Shareholder to compete in any line of business or
geographic area, such Other Shareholder shall not be required to participate
in the Section 4.2 Sale on the terms and conditions set forth in the Section
4.2 Notice. In the event any Shareholder shall elect, pursuant to the
preceding sentence, not to participate in the Section 4.2 Sale, the DLJ
Entities shall have the right to purchase, and such Shareholder shall be
obligated to sell to the DLJ Entities, such Shareholder's Subject Securities,
at the Section 4.2 Sale Price and on substantially the same terms (other than
any such non-compete provision), not later than immediately prior to the
consummation of the Section 4.2 Sale.
Section 4.3. Preemptive Rights. (a) The Company shall provide
each Shareholder with a written notice (a "Section 4.3 Notice") of any
proposed issuance by the Company of Equity Securities at least 10 days prior
to the proposed issuance date. Such notice shall specify the price at which
the Equity Securities are to be issued and the other material terms of the
issuance. In the event the DLJ Entities propose to purchase any such Equity
Securities from the Company, each Other Shareholder shall be entitled to
purchase, at the price and on the terms at which the DLJ Entities propose to
purchase such Equity Securities and specified in such Section 4.3 Notice, such
Shareholder's Section 4.3 Portion of the Equity Securities proposed to be
issued. A Shareholder may exercise its rights under this Section 4.3 by
delivering written notice of its election to purchase Equity Securities to the
Company, DLJMB and each Other Shareholder within 5 days of receipt of the
Section 4.3 Notice. A delivery of such a written notice (which notice shall
specify the number of shares (or amount) of Equity Securities to be purchased
by the Shareholder submitting such notice) by such Shareholder shall
constitute a binding agreement of such Shareholder to purchase, subject to the
purchase by the DLJ Entities of their portion of such Equity Securities, at
the price and on the terms specified in the Section 4.3 Notice, the number of
shares (or amount) of Equity Securities specified in such Shareholder's
written notice. In the event the Equity Securities proposed to be issued by
the Company are not shares of Common Stock, it shall be a condition to the
consummation of the purchase of such Equity Securities pursuant to this
Section 4.3 by any Shareholder that such Shareholder shall execute an
amendment of this Agreement on the terms consistent with this Agreement
reasonably satisfactory to the Company and the DLJ Entities.
(b) In the event any Other Shareholder declines to exercise its
preemptive rights under this Section 4.3 or elects to exercise such rights with
respect to less than such Shareholder's Section 4.3 Portion, the DLJ Entities
shall be entitled to purchase from the Company the number of Equity Securities
constituting the Section 4.3 Portion with respect to which such Other
Shareholder shall not have exercised its preemptive rights.
(c) In the case of any issuance of Equity Securities, the Company
shall have 90 days from the date of the Section 4.3 Notice to consummate the
proposed issuance of any or all of such Equity Securities which the
Shareholders have not elected to purchase at the price and upon terms that are
not materially less favorable to the Company than those specified in the
Section 4.3 Notice. At the consummation of such issuance, the Company shall
issue certificates representing the Equity Securities to be purchased by each
Shareholder exercising preemptive rights pursuant to this Section 4.3
registered in the name of such Shareholder, against payment by such
Shareholder of the purchase price for such Equity Securities. If the Company
proposes to issue Equity Securities after such 90-day period, it shall again
comply with the procedures set forth in this Section.
(d) Notwithstanding the foregoing, no Shareholder shall be
entitled to purchase Equity Securities as contemplated by this Section 4.3
in connection with issuances of Equity Securities (i) to employees of the
Company or any Subsidiary pursuant to employee benefit plans or
arrangements approved by the Board (including upon the exercise of employee
stock options), (ii) in connection with any bona fide, arm's-length
restructuring of outstanding debt of the Company or any Subsidiary, or
(iii) in connection with any bona fide, arm's-length direct or indirect
merger, acquisition or similar transaction. The Company shall not be under
any obligation to consummate any proposed issuance of Equity Securities,
regardless of whether it shall have delivered a Section 4.3 Notice in
respect of such proposed issuance.
(e) The Company will use its reasonable best efforts to provide the
Section 4.3 Notice at least 15 Business Days prior to any proposed issuance
of Equity Securities. In the event it is impracticable to provide the Section
4.3 Notice at least 15 Business Days prior to such issuance, any Shareholder
may offer to finance or arrange to finance the purchase by any other
Shareholder of such other Shareholder's Section 4.3 Portion and such financing
or arranging Shareholder shall be entitled to receive as compensation for such
services reasonable and customary fees and expenses. No Shareholder shall be
under any obligation to provide or arrange such financing for any other
Shareholder.
Section 4.4. Certain Other Purchases of Common Stock. In the
event, at any time prior to the Trigger Date, the DLJ Entities shall acquire
any shares of Common Stock from any Person other than the Shareholders, the
DLJ Entities shall deliver, within five Business Days of the date of such
acquisition, a notice to each Other Shareholder (a "Section 4.04 Notice")
specifying the number of shares of Common Stock acquired and the weighted
average of price per share paid by the DLJ Entities. Such Section 4.04 Notice
shall constitute an offer to each such Other Shareholder to purchase such
Shareholder's Section 4.04 Portion of the number of shares of Common Stock
acquired by the DLJ Entities. A Shareholder may exercise its rights under this
Section 4.4 by delivering written notice of its election to purchase its
Section 4.4 Portion within 10 days of receipt of the Section 4.04 Notice. A
delivery of such written notice (which shall specify the number of shares of
Common Stock to be purchased by the Shareholder submitting such notice) by such
Shareholder shall constitute a binding agreement of such Shareholder to
purchase, at the price and on the terms specified in the Section 4.04 Notice,
the number of shares of Common Stock specified in such notice. At the
consummation of the transfer of the shares of Common Stock purchased by the
DLJ Entities to any Shareholder that shall have exercised its rights hereunder,
the DLJ Entities shall deliver to such Shareholder certificates representing
the shares of Common Stock to be purchased against payment by such Shareholder
of the purchase price for such shares of Common Stock.
ARTICLE 5
Registration Rights
Section 5.1. Demand Registration. (a) If the Company shall
receive a written request by the DLJ Entities or their Permitted Transferees
(any such requesting Person, a "Selling Shareholder") that the Company effect
the registration under the Securities Act of all or a portion of such Selling
Shareholder's Registrable Securities, and specifying the intended method of
disposition thereof, then the Company shall promptly give written notice of
such requested registration (a "Demand Registration") at least 5 days prior to
the anticipated filing date of the registration statement relating to such
Demand Registration to the Other Shareholders and thereupon will use its best
efforts to effect, as expeditiously as possible, the registration under the
Securities Act of:
(i) the Registrable Securities which the
Company has been so requested to register by the Selling
Shareholders, then held by the Selling Shareholders; and
(ii) subject to the restrictions set forth
in Section 5.2, all other Registrable Securities of the
same type as that to which the request by the Selling
Shareholders relates which any Other Shareholder entitled
to request the Company to effect a Piggyback Registration
(as such term is defined in Section 5.2) pursuant to
Section 5.2 (all such Shareholders, together with the
Selling Shareholders, the "Holders") has requested the
Company to register by written request received by the
Company within 2 days (one of which shall be a Business
Day) after the receipt by such Holders of such written
notice given by the Company,
all to the extent necessary to permit the disposition (in accordance with
the intended methods thereof as aforesaid) of the Registrable Securities so
to be registered; provided that, subject to Section 5.1(d) hereof, the
Company shall not be obligated to effect more than six Demand Registrations
for the DLJ Entities; and provided further that the Company shall not be
obligated to effect a Demand Registration unless the aggregate proceeds
expected to be received from the sale of the Common Stock requested to be
included in such Demand Registration, in the reasonable opinion of DLJMB
exercised in good faith, equals or exceeds (x) $50,000,000 if such Demand
Registration would constitute the First Public Offering, or (y) $10,000,000
in all other cases. In no event will the Company be required to effect
more than one Demand Registration within any four-month period.
(b) Promptly after the expiration of the 2-day period referred to
in Section 5.1(a)(ii) hereof, the Company will notify all the Holders to be
included in the Demand Registration of the other Holders and the number of
Registrable Securities requested to be included therein. The Selling
Shareholders requesting a registration under Section 5.1(a) may, at any time
prior to the effective date of the registration statement relating to such
registration, revoke such request, without liability to any of the other
Holders, by providing a written notice to the Company revoking such request,
in which case such request, so revoked, shall be considered a Demand
Registration unless such revocation arose out of the fault of the Company or
unless the participating Shareholders reimburse the Company for all costs
incurred by the Company in connection with such registration, in which case
such request shall not be considered a Demand Registration.
(c) The Company will pay all Registration Expenses in connection
with any Demand Registration.
(d) A registration requested pursuant to this Section 5.1 shall
not be deemed to have been effected (i) unless the registration statement
relating thereto (A) has become effective under the Securities Act and (B) has
remained effective for a period of at least 180 days (or such shorter period
in which all Registrable Securities of the Holders included in such
registration have actually been sold thereunder); provided that if after any
registration statement requested pursuant to this Section 5.1 becomes
effective (x) such registration statement is interfered with by any stop
order, injunction or other order or requirement of the SEC or other
governmental agency or court and (y) less than 75% of the Registrable
Securities included in such registration statement has been sold thereunder,
such registration statement shall not be considered a Demand Registration, or
(ii) if the Maximum Offering Size (as defined below) is reduced in accordance
with Section 5.1(e) such that less than 66 2/3% of the Registrable Securities
of the Selling Shareholders sought to be included in such registration are
included.
(e) If a Demand Registration involves an Underwritten Public
Offering and the managing underwriter shall advise the Company and the Selling
Shareholders that, in its view, (i) the number of shares of Registrable
Securities requested to be included in such registration (including any
securities which the Company proposes to be included which are not Registrable
Securities) or (ii) the inclusion of some or all of the shares of Registrable
Securities owned by the Holders, in any such case, exceeds the largest number
of shares which can be sold without having an adverse effect on such offering,
including the price at which such shares can be sold (the "Maximum Offering
Size"), the Company will include in such registration, in the priority listed
below, up to the Maximum Offering Size:
(A) first, all Registrable Securities
requested to be registered by the parties requesting such Demand
Registration and all Registrable Securities requested to be
included in such registration by any other Holder (allocated, if
necessary for the offering not to exceed the Maximum Offering
Size, pro rata among such Holders on the basis of the relative
number of Registrable Securities so requested to be included in
such registration); and
(B) second, any securities proposed to be
registered by the Company.
(f) Upon written notice to each Selling Shareholder, the Company
may postpone effecting a registration pursuant to this Section 5.1 on one
occasion during any period of six consecutive months for a reasonable time
specified in the notice but not exceeding 90 days (which period may not be
extended or renewed), if (1) an investment banking firm of recognized national
standing shall advise the Company and the Selling Shareholders in writing that
effecting the registration would materially and adversely affect an offering of
securities of such Company the preparation of which had then been commenced or
(2) the Company is in possession of material non-public information the
disclosure of which during the period specified in such notice the Company
believes, in its reasonable judgment, would not be in the best interests of
the Company.
(g) After the Company has effected two Demand Registrations
pursuant to this Section 5.1 of Common Stock, the Other Shareholders, upon
request of the Other Shareholders owning a majority of the Shares acquired by
the Other Shareholders on Closing Date, may request that the Company register
Common Stock which are Registrable Securities then owned by such Other
Shareholders. In no event will the Company be required to effect more than
one such Demand Registration. The provisions of this Article 5 shall apply,
mutatis mutandis, to any such Demand Registration.
Section 5.2. Piggyback Registration. (a) If the Company
proposes to register any of its Common Stock under the Securities Act
(including pursuant to a Demand Registration), whether or not for sale for its
own account, it will each such time, subject to the provisions of Section
5.2(b) hereof, give prompt written notice at least 5 days prior to the
anticipated filing date of the registration statement relating to such
registration to all Shareholders and their respective Permitted Transferees
(or, in the case of a Demand Registration requested by the DLJ Entities, to
all Other Shareholders), which notice shall set forth such Shareholders'
rights under this Section 5.2 and shall offer all Shareholders the opportunity
to include in such registration statement such number of shares of Common
Stock as each such Shareholder may request (a "Piggyback Registration"). Upon
the written request of any such Shareholder made within 2 days (one of which
shall be a Business Day) after the receipt of notice from the Company (which
request shall specify the number of shares of Common Stock intended to be
disposed of by such Shareholder), the Company will use its reasonable best
efforts to effect the registration under the Securities Act of all shares of
Common Stock which the Company has been so requested to register by such
Shareholders, to the extent requisite to permit the disposition of the shares
of Common Stock so to be registered; provided that (i) if such registration
involves an Underwritten Public Offering, all such Shareholders requesting to
be included in the Company's registration must sell their Registrable
Securities to the underwriters selected as provided in Section 5.4(f) on the
same terms and conditions as apply to the Company or the Selling Shareholder,
as applicable, and (ii) if, at any time after giving written notice of its
intention to register any stock pursuant to this Section 5.2(a) and prior to
the effective date of the registration statement filed in connection with such
registration, the Company shall determine for any reason not to register such
stock, the Company shall give written notice to all such Shareholders and,
thereupon, shall be relieved of its obligation to register any Registrable
Securities in connection with such registration; and provided further that the
right of the Management Shareholders and their Permitted Transferees to
request a Piggyback Registration will be subject to the Public Offering
Limitations. No registration effected under this Section 5.2 shall relieve
the Company of its obligations to effect a Demand Registration to the extent
required by Section 5.1 hereof. The Company will pay all Registration
Expenses in connection with each registration of Registrable Securities
requested pursuant to this Section 5.2.
(b) If a registration pursuant to this Section 5.2 involves an
Underwritten Public Offering (other than in the case of an Underwritten Public
Offering requested by the DLJ Entities in a Demand Registration, in which case
the provisions with respect to priority of inclusion in such offering set
forth in Section 5.1(e) shall apply) and the managing underwriter advises the
Company that, in its view, the number of shares of Common Stock which the
Company and the selling Shareholders intend to include in such registration
exceeds the Maximum Offering Size, the Company will include in such
registration, in the following priority, up to the Maximum Offering Size:
(i) first, so much of the Common Stock proposed
to be registered for the account of the Company as would not
cause the offering to exceed the Maximum Offering Size; and
(ii) second, all Registrable Securities
requested to be included in such registration by any Shareholder
pursuant to Section 5.2 (allocated, if necessary for the
offering not to exceed the Maximum Offering Size, pro rata among
such Shareholders on the basis of the relative number of shares
of Registrable Securities so requested to be included in such
registration).
Section 5.3. Holdback Agreements. With respect to each and
every firmly underwritten Public Offering, each Shareholder agrees and their
Permitted Transferees will agree not to offer or sell any shares of Common
Stock (except for shares of Common Stock, if any, sold in that Public
Offering) during the 14 days prior to the effective date of the applicable
registration statement for a public offering of shares of Common Stock (except
as part of such registration) and during the period after such effective date
equal to the lesser of: (i) 180 days or (ii) any such shorter period as the
Company and the lead managing underwriter of an Underwritten Public Offering
agree.
Section 5.4. Registration Procedures. Whenever Shareholders
request that any Registrable Securities be registered pursuant to Section 5.1
or 5.2 hereof, the Company will, subject to the provisions of such Sections,
use its reasonable best efforts to effect the registration and the sale of such
Registrable Securities in accordance with the intended method of disposition
thereof as quickly as practicable, and in connection with any such request:
(a) The Company will as expeditiously as possible prepare and file
with the SEC a registration statement on any form selected by counsel for the
Company and which form shall be available for the sale of the Registrable
Securities to be registered thereunder in accordance with the intended method
of distribution thereof, and use its reasonable best efforts to cause such
filed registration statement to become and remain effective for a period of
not less than 180 days (or such shorter period in which all of the Registrable
Securities of the Holders included in such registration statement shall have
actually been sold thereunder).
(b) The Company will, if requested, prior to filing a registration
statement or prospectus or any amendment or supplement thereto, furnish to
each Shareholder and each underwriter, if any, of the Registrable Securities
covered by such registration statement copies of such registration statement as
proposed to be filed, and thereafter the Company will furnish to such
Shareholder and underwriter, if any, such number of copies of such
registration statement, each amendment and supplement thereto (in each case
including all exhibits thereto and documents incorporated by reference
therein), the prospectus included in such registration statement (including
each preliminary prospectus) and such other documents as such Shareholder or
underwriter may reasonably request in order to facilitate the disposition of
the Registrable Securities owned by such Shareholder. Each Shareholder shall
have the right to request that the Company modify any information contained
in such registration statement, amendment and supplement thereto pertaining to
such Shareholder and the Company shall use its reasonable best efforts to
comply with such request, provided, however, that the Company shall not have
any obligation to so modify any information if so doing would cause the
prospectus to contain an untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading.
(c) After the filing of the registration statement, the Company
will (i) cause the related prospectus to be supplemented by any required
prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
under the Securities Act, (ii) comply with the provisions of the Securities
Act with respect to the disposition of all Registrable Securities covered by
such registration statement during the applicable period in accordance with the
intended methods of disposition by the sellers thereof set forth in such
registration statement or supplement to such prospectus and (iii) promptly
notify each Shareholder holding Registrable Securities covered by such
registration statement of any stop order issued or threatened by the SEC or any
state securities commission under state blue sky laws and take all reasonable
actions required to prevent the entry of such stop order or to remove it if
entered.
(d) The Company will use its reasonable best efforts to (i)
register or qualify the Registrable Securities covered by such registration
statement under such other securities or blue sky laws of such jurisdictions
in the United States as any Shareholder holding such Registrable Securities
reasonably (in light of such Shareholder's intended plan of distribution)
requests and (ii) cause such Registrable Securities to be registered with or
approved by such other governmental agencies or authorities as may be
necessary by virtue of the business and operations of the Company and do any
and all other acts and things that may be reasonably necessary or advisable to
enable such Shareholder to consummate the disposition of the Registrable
Securities owned by such Shareholder; provided that the Company will not be
required to (A) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this paragraph (d), (B)
subject itself to taxation in any such jurisdiction or (C) consent to general
service of process in any such jurisdiction.
(e) The Company will immediately notify each Shareholder holding
such Registrable Securities covered by such registration statement, at any time
when a prospectus relating thereto is required to be delivered under the
Securities Act, of the occurrence of an event requiring the preparation of a
supplement or amendment to such prospectus so that, as thereafter delivered to
the purchasers of such Registrable Securities, such prospectus will not contain
an untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading and promptly prepare and make available to each such Shareholder
and file with the SEC any such supplement or amendment.
(f) In connection with (i) any Demand Registration requested by the
DLJ Entities or their Permitted Transferees or (ii) any registration of
Registrable Securities pursuant to this Article 5 the Company shall appoint the
underwriter or underwriters chosen by DLJMB. The Company will enter into
customary agreements (including an underwriting agreement in customary form)
and take such other actions as are reasonably required in order to expedite or
facilitate the disposition of such Registrable Securities, including the
engagement of a "qualified independent underwriter" in connection with the
qualification of the underwriting arrangements with the NASD.
(g) Upon execution of confidentiality agreements in form and
substance reasonably satisfactory to the Company, the Company will make
available for inspection by any Shareholder and any underwriter participating
in any disposition pursuant to a registration statement being filed by the
Company pursuant to this Section 5.4 and any attorney, accountant or other
professional retained by any such Shareholder or underwriter (collectively, the
"Inspectors"), all financial and other records, pertinent corporate documents
and properties of the Company (collectively, the "Records") as shall be
reasonably requested by any such Person, and cause the Company's officers,
directors and employees to supply all information reasonably requested by any
Inspectors in connection with such registration statement.
(h) The Company will furnish to each such Shareholder and to each
such underwriter, if any, a signed counterpart, addressed to such underwriter
and the participating Shareholders, of (i) an opinion or opinions of counsel to
the Company and (ii) a comfort letter or comfort letters from the Company's
independent public accountants, each in customary form and covering such
matters of the type customarily covered by opinions or comfort letters, as the
case may be, as a majority of such Shareholders or the managing underwriter
therefor reasonably requests.
(i) The Company will otherwise use its reasonable best efforts to
comply with all applicable rules and regulations of the SEC and the relevant
state blue sky commissions, and make available to its securityholders, as soon
as reasonably practicable, an earnings statement covering a period of 12
months, beginning within three months after the effective date of the
registration statement, which earnings statement shall satisfy the provisions
of Section 11(a) of the Securities Act.
(j) The Company may require each such Shareholder to promptly
furnish in writing to the Company information regarding the distribution of the
Registrable Securities as the Company may from time to time reasonably request
and such other information as may be legally required in connection with such
registration.
(k) Each such Shareholder agrees that, upon receipt of any notice
from the Company of the happening of any event of the kind described in
Section 5.4(e) hereof, such Shareholder will forthwith discontinue disposition
of Registrable Securities pursuant to the registration statement covering such
Registrable Securities until such Shareholder's receipt of the copies of the
supplemented or amended prospectus contemplated by Section 5.4(e) hereof, and,
if so directed by the Company, such Shareholder will deliver to the Company
all copies, other than any permanent file copies then in such Shareholder's
possession, of the most recent prospectus covering such Registrable Securities
at the time of receipt of such notice. In the event that the Company shall
give such notice, the Company shall extend the period during which such
registration statement shall be maintained effective (including the period
referred to in Section 5.4(a) hereof) by the number of days during the period
from and including the date of the giving of notice pursuant to Section 5.4(e)
hereof to the date when the Company shall make available to such Shareholder a
prospectus supplemented or amended to conform with the requirements of Section
5.4(e) hereof.
(l) The Company will use its reasonable best efforts to list such
Registrable Securities on any securities exchange on which the Common Stock
is then listed or on NASDAQ if the Common Stock is then quoted on NASDAQ not
later than the effective date of such registration statement.
Section 5.5. Indemnification by the Company. The Company
agrees to indemnify and hold harmless each Shareholder holding Registrable
Securities covered by a registration statement, its officers, directors,
employees, partners and agents, and each Person, if any, who controls such
Shareholder within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act (and officers, directors, employees, partners and
agents of such controlling Persons) from and against any and all losses,
claims, damages and liabilities caused by any untrue statement or alleged
untrue statement of a material fact contained in any registration statement or
prospectus relating to the Registrable Securities (as amended or supplemented
if the Company shall have furnished any amendments or supplements thereto) or
any preliminary prospectus, or caused by any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, except insofar as such losses,
claims, damages or liabilities are caused by any such untrue statement or
omission or alleged untrue statement or omission so made in strict conformity
with information furnished in writing to the Company by such Shareholder or
on such Shareholder's behalf expressly for use therein; provided that with
respect to any untrue statement or omission or alleged untrue statement or
omission made in any preliminary prospectus, or in any prospectus, as the case
may be, the indemnity agreement contained in this paragraph shall not apply to
the extent that any such loss, claim, damage, liability or expense results from
the fact that a current copy of the prospectus (or, in the case of a
prospectus, the prospectus as amended or supplemented) was not sent or given
to the Person asserting any such loss, claim, damage, liability or expense at
or prior to the written confirmation of the sale of the Registrable Securities
concerned to such Person if it is determined that the Company has provided
such current copy of such prospectus (or such amended or supplemented
prospectus, as the case may be) to such Shareholder in a timely manner prior
to such sale and it was the responsibility of such Shareholder under the
Securities Act to provide such Person with a current copy of the prospectus
(or such amended or supplemented prospectus, as the case may be) and such
current copy of the prospectus (or such amended or supplemented prospectus, as
the case may be) would have cured the defect giving rise to such loss, claim,
damage, liability or expense. The Company also agrees to indemnify any
underwriters of the Registrable Securities, their officers and directors and
each person who controls such underwriters on substantially the same basis as
that of the indemnification of the Shareholders provided in this Section 5.5.
Section 5.6. Indemnification by Participating Shareholders.
Each Shareholder holding Registrable Securities included in any registration
statement agrees, severally but not jointly, to indemnify and hold harmless the
Company, its officers, directors and agents and each Person (other than such
Shareholder) if any, who controls the Company within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act to the same
extent as the foregoing indemnity from the Company to such Shareholder, but
only (i) with respect to information furnished in writing by such Shareholder
or on such Shareholder's behalf expressly for use in any registration statement
or prospectus relating to the Registrable Securities, or any amendment or
supplement thereto, or any preliminary prospectus or (ii) to the extent that
any loss, claim, damage, liability or expense described in Section 5.5 results
from the fact that a current copy of the prospectus (or, in the case of a
prospectus, the prospectus as amended or supplemented) was not sent or given
to the Person asserting any such loss, claim, damage, liability or expense at
or prior to the written confirmation of the sale of the Registrable Securities
concerned to such Person if it is determined that it was the responsibility of
such Shareholder to provide such Person with a current copy of the prospectus
(or such amended or supplemented prospectus, as the case may be) and such
current copy of the prospectus (or such amended or supplemented prospectus,
as the case may be) would have cured the defect giving rise to such loss,
claim, damage, liability or expense. Each such Shareholder shall be prepared,
if required by the underwriting agreement, to indemnify and hold harmless
underwriters of the Registrable Securities, their officers and directors and
each person who controls such underwriters on substantially the same basis as
that of the indemnification of the Company provided in this Section 5.6. As a
condition to including Registrable Securities in any registration statement
filed in accordance with Article 5 hereof, the Company may require that it
shall have received an undertaking reasonably satisfactory to it from any
underwriter to indemnify and hold it harmless to the extent customarily
provided by underwriters with respect to similar securities.
No Shareholder shall be liable under Section 5.06 for any damage
thereunder in excess of the net proceeds realized by such Shareholder in the
sale of the Registrable Securities of such Shareholder.
Section 5.7. Conduct of Indemnification Proceedings. In case
any proceeding (including any governmental investigation) shall be instituted
involving any Person in respect of which indemnity may be sought pursuant to
this Article 5, such Person (an "Indemnified Party") shall promptly notify the
Person against whom such indemnity may be sought (the "Indemnifying Party") in
writing and the Indemnifying Party shall assume the defense thereof, including
the employment of counsel reasonably satisfactory to such Indemnified Party,
and shall assume the payment of all fees and expenses; provided that the
failure of any Indemnified Party so to notify the Indemnifying Party shall not
relieve the Indemnifying Party of its obligations hereunder except to the
extent that the Indemnifying Party is materially prejudiced by such failure to
notify. In any such proceeding, any Indemnified Party shall have the right to
retain its own counsel, but the fees and expenses of such counsel shall be at
the expense of such Indemnified Party unless (i) the Indemnifying Party and
the Indemnified Party shall have mutually agreed to the retention of such
counsel or (ii) in the reasonable judgment of such Indemnified Party
representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them. It is understood
that the Indemnifying Party shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the reasonable
fees and expenses of more than one separate firm of attorneys (in addition to
any local counsel) at any time for all such Indemnified Parties, and that all
such fees and expenses shall be reimbursed as they are incurred. In the case
of any such separate firm for the Indemnified Parties, such firm shall be
designated in writing by the Indemnified Parties. The Indemnifying Party
shall not be liable for any settlement of any proceeding effected without its
written consent, but if settled with such consent, or if there be a final
judgment for the plaintiff, the Indemnifying Party shall indemnify and hold
harmless such Indemnified Parties from and against any and all losses, claims,
damages, liabilities and expenses or liability (to the extent stated above) by
reason of such settlement or judgment. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of
any pending or threatened proceeding in respect of which any Indemnified Party
is or could have been a party and indemnity could have been sought hereunder
by such Indemnified Party, unless such settlement includes an unconditional
release of such Indemnified Party from all liability arising out of such
proceeding.
Section 5.8. Contribution. If the indemnification provided
for in this Article 5 is held by a court of competent jurisdiction to be
unavailable to the Indemnified Parties in respect of any losses, claims,
damages or liabilities referred to herein, then each such Indemnifying Party,
in lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such losses, claims,
damages or liabilities (i) as between the Company and the Shareholders holding
Registrable Securities covered by a registration statement and their related
Indemnified Parties on the one hand and the underwriters and their related
Indemnified Parties on the other, in such proportion as is appropriate to
reflect the relative benefits received by the Company and such Shareholders on
the one hand and the underwriters on the other, from the offering of the
Shareholders' Registrable Securities, or if such allocation is not permitted
by applicable law, in such proportion as is appropriate to reflect not only
the relative benefits but also the relative fault of the Company and such
Shareholders on the one hand and of such underwriters on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations and (ii) as between the Company and their related Indemnified
Parties on the one hand and each such Shareholder and their related
Indemnified Parties on the other, in such proportion as is appropriate to
reflect the relative fault of the Company and of each such Shareholder in
connection with such statements or omissions, as well as any other relevant
equitable considerations. The relative benefits received by the Company and
such Shareholders on the one hand and such underwriters on the other shall be
deemed to be in the same proportion as the total proceeds from the offering
(net of underwriting discounts and commissions but before deducting expenses)
received by the Company and such Shareholders bear to the total underwriting
discounts and commissions received by such underwriters, in each case as set
forth in the table on the cover page of the prospectus. The relative fault of
the Company and such Shareholders on the one hand and of such underwriters on
the other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company and such Shareholders or by such underwriters. The relative fault
of the Company on the one hand and of each such Shareholder on the other shall
be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by such
party, and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
The Company and the Shareholders agree that it would not be
just and equitable if contribution pursuant to this Section 5.8 were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an Indemnified
Party as a result of the losses, claims, damages or liabilities referred to in
the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such Indemnified Party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 5.8 no
underwriter shall be required to contribute any amount in excess of the
underwriting discount applicable to securities purchased by such underwriter in
such offering, less the aggregate amount of any damages which such underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission, and no Shareholder shall be
required to contribute any amount in excess of the amount by which the net
proceeds realized on the sale of the Registrable Securities of such
Shareholder exceeds the amount of any damages which such Shareholder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. Each Shareholder's obligation to contribute
pursuant to this Section 5.8 is several in the proportion that the proceeds of
the offering received by such Shareholder bears to the total proceeds of the
offering received by all such Shareholders and not joint.
Section 5.9. Participation in Public Offering. No Person may
participate in any Underwritten Public Offering hereunder unless such Person
(a) agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to
approve such arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements and the
provisions of this Agreement in respect of registration rights.
Section 5.10. Cooperation by the Company. In the event any
Shareholder shall transfer any Registrable Securities pursuant to Rule 144A
under the Securities Act, the Company shall cooperate, to the extent
commercially reasonable, with such Shareholder and shall provide to such
Shareholder such information as such Shareholder shall reasonably request.
Section 5.11. No Transfer of Registration Rights. None of the
rights of Shareholders under this Article 5 shall be assignable by any
Shareholder to any Person acquiring securities of such Shareholder in any
Public Offering or pursuant to Rule 144A of the Securities Act.
ARTICLE 6
Certain Covenants and Agreements
Section 6.1. Confidentiality. (a) Each Shareholder hereby
agrees that Confidential Information (as defined below) furnished and to be
furnished to it was and will be made available in connection with such
Shareholder's investment in the Company. Each Shareholder agrees that it will
use the Confidential Information only in connection with its investment in the
Company and not for any other purpose. Each Shareholder further acknowledges
and agrees that it will not disclose any Confidential Information to any
Person; provided that Confidential Information may be disclosed (i) to such
Shareholder's Representatives (as defined below) in the normal course of the
performance of their duties or to any financial institution providing credit
to such Shareholder, (ii) to the extent required by applicable law, rule or
regulation (including complying with any oral or written questions,
interrogatories, requests for information or documents, subpoena, civil
investigative demand or similar process to which a Shareholder is subject;
provided that such Shareholder gives the Company prompt notice of such
request(s), to the extent practicable, so that the Company may seek an
appropriate protective order or similar relief (and the Shareholder shall
cooperate with such efforts by the Company, and shall in any event make only
the minimum disclosure required by such law, rule or regulation)), (iii) to any
Person to whom such Shareholder is contemplating a transfer of its Shares
(provided that such transfer would not be in violation of the provisions of
this Agreement and as long as such potential transferee is advised of the
confidential nature of such information and agrees to be bound by a
confidentiality agreement in form and substance satisfactory to the Company (it
being understood that a confidentiality agreement consistent with the
provisions hereof shall be satisfactory to the Company)) or (iv) if the prior
written consent of the Board shall have been obtained. Nothing contained
herein shall prevent the use (subject, to the extent possible, to a protective
order) of Confidential Information in connection with the assertion or defense
of any claim by or against the Company or any Shareholder.
(b) "Confidential Information" means any information concerning
the Company and Persons which are or become its subsidiaries or the financial
condition, business, operations or prospects of the Company and Persons which
are or become its subsidiaries in the possession of or furnished to any
Shareholder (including, without limitation by virtue of its present or former
right to designate a director of the Company); provided that the term
"Confidential Information" does not include information which (i) is or
becomes generally available to the public other than as a result of a
disclosure by a Shareholder or its partners, directors, officers, employees,
agents, counsel, investment advisers or representatives (all such persons being
collectively referred to as "Representatives") in violation of the Merger
Agreement or this Agreement, (ii) is or was available to such Shareholder on a
nonconfidential basis prior to its disclosure to such Shareholder or its
Representatives by the Company or (iii) was or becomes available to such
Shareholder on a non-confidential basis from a source other than the Company,
provided that such source is or was (at the time of receipt of the relevant
information) not, to the best of such Shareholder's knowledge, bound by a
confidentiality agreement with (or other confidentiality obligation to) the
Company or another Person.
Section 6.2. Reports. The Company will furnish the
Institutional Shareholders with the quarterly and annual financial reports
that the Company is required to file with the Securities and Exchange
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act
promptly after the filing thereof or, in the event the Company is not required
to file such reports, quarterly and annual reports containing the same
information as would be required in such reports on the date that such reports
would otherwise be filed.
Section 6.3. Limitations on Subsequent Registration. The
Company shall not enter into any agreement with any holder or prospective
holder of any securities of the Company (a) that would allow such holder or
prospective holder to include such securities in any registration filed
pursuant to Section 5.1 or 5.2 hereof, unless under the terms of such
agreement, such holder or prospective holder may include such securities in
any such registration only to the extent that the inclusion of such securities
would not reduce the amount of the Registrable Securities of the Shareholders
included therein or (b) on terms otherwise more favorable than this Agreement.
Section 6.4. Exclusive Financial Advisor and Investment Banking
Advisor. During the period from and including the date hereof through and
including the fifth anniversary of the date hereof, Donaldson, Lufkin &
Jenrette Securities Corporation ("DLJSC"), or any Affiliate that DLJMB may
choose in its sole discretion, shall be engaged as the exclusive financial
advisor and investment banker for the Company on financial and other terms
customary in the industry to be agreed between the Company and DLJSC.
Section 6.5. Limitation on Purchase of Common Stock. Until the
earlier to occur of (i) the seventh anniversary of the Closing Date or (ii) the
date on which at least 40% of the outstanding Common Stock on a Fully Diluted
basis of the Company is held by Persons other than the Shareholders (the
"Trigger Date"), no Institutional Shareholder shall acquire any shares of
Common Stock except (i) in a purchase of Equity Securities pursuant to Section
4.3 or Section 4.4 hereof or (ii) in a transfer from any other Shareholder
which is otherwise permitted under the terms of Article 3 hereof.
ARTICLE 7
Miscellaneous
Section 7.1. Entire Agreement. This Agreement, the Merger
Agreement and the Subscription Agreement constitute the entire agreement among
the parties with respect to the subject matter hereof and thereof and
supersede all prior and contemporaneous agreements and understandings, both
oral and written, between the parties with respect to the subject matter hereof
and thereof.
Section 7.2. Binding Effect; Benefit. This Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective heirs, successors, legal representatives and permitted assigns.
Nothing in this Agreement, expressed or implied, is intended to confer on any
Person other than the parties hereto, and their respective heirs, successors,
legal representatives and permitted assigns, any rights, remedies, obligations
or liabilities under or by reason of this Agreement.
Section 7.3. Assignability. (a) Neither this Agreement nor
any right, remedy, obligation or liability arising hereunder or by reason
hereof shall be assignable by the Company or any Shareholder; provided that
any Person acquiring shares of Common Stock who is required by the terms of
this Agreement to become a party hereto shall execute and deliver to the
Company an agreement to be bound by this Agreement and shall thenceforth be a
"Shareholder".
(b) Any Permitted Transferee of a Management Shareholder who shall
become a party hereto shall be deemed a "Management Shareholder".
(c) Any Permitted Transferee of an Institutional Shareholder who
shall become a party to this Agreement shall be deemed an "Institutional
Shareholder".
Section 7.4. Amendment; Waiver; Termination. (a) No provision
of this Agreement may be waived except by an instrument in writing executed by
the party against whom the waiver is to be effective. No provision of this
Agreement may be amended or otherwise modified except by an instrument in
writing executed by the Company with approval of the Board of Directors and
holders of at least 50% of the Shares held by the parties to this Agreement at
the time of such proposed amendment or modification.
(b) In addition, any amendment or modification of any provision of
this Agreement that would adversely affect any DLJ Entity may be effected only
with the consent of such DLJ Entity.
(c) In addition, any amendment or modification of any provision of
this Agreement that would adversely affect any (i) Institutional Shareholder
may be effected only with the consent of Institutional Shareholders holding at
least 50% of the shares held by the Institutional Shareholders or (ii)
Management Shareholder may be effected only with the consent of Management
Shareholders holding at least 50% of the shares held by the Management
Shareholders.
(d) This Agreement shall terminate on the tenth anniversary of the
date hereof unless earlier terminated.
Section 7.5. Notices. (a) All notices and other
communications given or made pursuant hereto or pursuant to any other
agreement among the parties, unless otherwise specified, shall be in writing
and shall be deemed to have been duly given and received when sent by fax
(with confirmation in writing via first class U.S. mail) or delivered
personally or on the third Business Day after being sent by registered or
certified U.S. mail (postage prepaid, return receipt requested) to the parties
at the fax number or address set forth below or at such other addresses as
shall be furnished by the parties by like notice:
if to the Company to:
DecisionOne Holdings Corp.
50 East Swedesford Road
Frazer, PA 19355
Attention: Thomas M. Molchan, Esq.
Fax: 610-408-3820
if to any Shareholder, to such Shareholder at the address
specified by such Shareholder on the signature pages of this
Agreement or in a notice given by such Shareholder to the
Company for such purpose with a copy, in the case of the
Institutional Shareholders (other than the Sprout Entities),
to
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Attention: David A. Katz, Esq.
Fax: 212-403-2000
Any Person who becomes a Shareholder shall provide its address
and fax number to the Company, which shall promptly provide such information to
each other Shareholder.
(b) Notices required to be given pursuant to Sections 5.01(a) and
5.01(b) and Section 5.02 by the Company shall be deemed given only if such
notices are also be given telephonically and by fax to the following persons
(or any other individual the respective entities may designate in writing to
the Company to replace such person):
(i) for the benefit of the Management
Shareholders, to Thomas M. Molchan at 610-296-6212 and fax:
610-408-3820;
(ii) for the benefit of the Apollo Entities, to
any of Michael Gross at 212-261-4009, fax: 212-___-____, Joshua
Harris at 212-261-4032, fax: 212-___-____, or Marc Becker at
212-261-4061, fax: 212-___-____;
(iii) for the benefit of the Bain Entities, to
Stephen Pagliuca at 617-572-2629, fax: 617-___-____ or Domenic
Ferrante at 617-572-2563, fax: 617-___-____;
(iv) for the benefit of the THL Entities, to any
of Scott A. Schoen, Scott M. Sperling or Kent R. Weldon at
617-227-1050, fax: 617-___-____;
(v) for the benefit of the Sprout Entities, to
__________;
(vi) for the benefit of the Ontario Teachers'
Pension Plan Board, to Dean Metcalf at 416-730-6166, fax: 416-
___-____;
(vii) in the case of any registration not
requested by the DLJ Entities, for the benefit of the DLJ
Entities, to Peter Grauer, at 212-892-3636, fax: 212-892-7272;
and
(viii) to David Katz at 212-403-1000, fax: 212-
403-2000.
Section 7.6. Headings. The headings contained in this
Agreement are for convenience only and shall not affect the meaning or
interpretation of this Agreement.
Section 7.7. Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original and
all of which together shall be deemed to be one and the same instrument.
Section 7.8. Applicable Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York,
without regard to the conflicts of laws rules of such state.
Section 7.9. Specific Enforcement. Each party hereto
acknowledges that the remedies at law of the other parties for a breach or
threatened breach of this Agreement would be inadequate and, in recognition of
this fact, any party to this Agreement, without posting any bond, and in
addition to all other remedies which may be available, shall be entitled to
obtain equitable relief in the form of specific performance, a temporary
restraining order, a temporary or permanent injunction or any other equitable
remedy which may then be available.
Section 7.10. Consent to Jurisdiction; Expenses. (a) Any
suit, action or proceeding seeking to enforce any provision of, or based on
any matter arising out of or in connection with, this Agreement or the
transactions contemplated hereby shall be brought in any Federal Court sitting
in New York, New York, or any New York State court sitting in New York, New
York, and each of the parties hereby consents to the exclusive jurisdiction of
such courts (and of the appropriate appellate courts therefrom) in any such
suit, action or proceeding and irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the
laying of the venue of any such suit, action or proceeding in any such court or
that any such suit, action or proceeding which is brought in any such court has
been brought in an inconvenient forum. Process in any such suit, action or
proceeding may be served on any party anywhere in the world, whether within
or without the jurisdiction of any such court. Without limiting the foregoing,
each party agrees that service of process on such party by any method provided
in Section 7.5 shall be deemed effective service of process on such party and
consents to the personal jurisdiction of any Federal Court sitting in New
York, New York, or any New York State court sitting in New York, New York.
(b) In any dispute arising under this Agreement among any of the
parties hereto, the costs and expenses (including, without limitation, the
reasonable fees and expenses of counsel) incurred by the prevailing party shall
be paid by the party that does not prevail.
Section 7.11. Severability. If one or more provisions of this
Agreement are held to be unenforceable to any extent under applicable law,
such provision shall be interpreted as if it were written so as to be
enforceable to the maximum possible extent so as to effectuate the parties'
intent to the maximum possible extent, and the balance of the Agreement shall
be interpreted as if such provision were so excluded and shall be enforceable
in accordance with its terms to the maximum extent permitted by law.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.
DECISIONONE HOLDINGS CORP.
By: /s/ Thomas J. Fitzpatrick
---------------------------------------
Name: Thomas J. Fitzpatrick
Title: Vice President and Chief
Financial Officer
DLJ MERCHANT BANKING PARTNERS
II, L.P., a Delaware Limited Partnership
By: DLJ Merchant Banking II, Inc.,
as managing general partner
By: /s/ Kirk B. Wortman
---------------------------------------
Name: Kirk B. Wortman
Title: Attorney-in-fact
Address:
c/o DLJ Merchant Banking II, Inc.
277 Park Avenue
New York, NY 10172
Fax: 212-892-7272
DLJ MERCHANT BANKING PARTNERS
II-A, L.P., a Delaware Limited Partnership
By: DLJ Merchant Banking II, Inc.,
as managing general partner
By: /s/ Kirk B. Wortman
---------------------------------------
Name: Kirk B. Wortman
Title: Attorney-in-fact
Address:
c/o DLJ Merchant Banking II, Inc.
277 Park Avenue
New York, NY 10172
Fax: 212-892-7272
DLJ OFFSHORE PARTNERS II, C.V., a
Netherlands Antilles Limited Partnership
By: DLJ Merchant Banking II, Inc.,
as advisory general partner
By: /s/ Kirk B. Wortman
---------------------------------------
Name: Kirk B. Wortman
Title: Attorney-in-fact
Address:
c/o DLJ Merchant Banking II, Inc.
277 Park Avenue
New York, NY 10172
Fax: 212-892-7272
DLJ DIVERSIFIED PARTNERS, L.P., a
Delaware Limited Partnership
By: DLJ Diversified Partners II, Inc.,
as managing general partner
By: /s/ Kirk B. Wortman
---------------------------------------
Name: Kirk B. Wortman
Title: Attorney-in-fact
Address:
c/o DLJ Merchant Banking II, Inc.
277 Park Avenue
New York, NY 10172
Fax: 212-892-7272
DLJ DIVERSIFIED PARTNERS-A, L.P., a
Delaware Limited Partnership
By: DLJ Diversified Partners II, Inc.,
as managing general partner
By: /s/ Kirk B. Wortman
---------------------------------------
Name: Kirk B. Wortman
Title: Attorney-in-fact
Address:
c/o DLJ Merchant Banking II, Inc.
277 Park Avenue
New York, NY 10172
Fax: 212-892-7272
DLJ MILLENNIUM PARTNERS, L.P., a
Delaware Limited Partnership
By: DLJ Merchant Banking II, Inc.,
as managing general partner
By: /s/ Kirk B. Wortman
---------------------------------------
Name: Kirk B. Wortman
Title: Attorney-in-fact
Address:
c/o DLJ Merchant Banking II, Inc.
277 Park Avenue
New York, NY 10172
Fax: 212-892-7272
DLJ MILLENNIUM PARTNERS-A, L.P.,
a Delaware Limited Partnership
By: DLJ Merchant Banking II, Inc.,
as managing general partner
By: /s/ Kirk B. Wortman
---------------------------------------
Name: Kirk B. Wortman
Title: Attorney-in-fact
Address:
c/o DLJ Merchant Banking II, Inc.
277 Park Avenue
New York, NY 10172
Fax: 212-892-7272
DLJMB FUNDING II, INC., a Delaware
corporation
By: /s/ Kirk B. Wortman
---------------------------------------
Name: Kirk B. Wortman
Title: Attorney-in-fact
Address:
c/o DLJ Merchant Banking II, Inc.
277 Park Avenue
New York, NY 10172
Fax: 212-892-7272
DLJ FIRST ESC, L.L.C.,
By: DLJ LBO Plans Management Corporation,
as manager
By: /s/ Kirk B. Wortman
---------------------------------------
Name: Kirk B. Wortman
Title: Attorney-in-fact
Address:
c/o DLJ Merchant Banking II, Inc.
277 Park Avenue
New York, NY 10172
Fax: 212-892-7272
UK INVESTMENT PLAN 1997
PARTNERS
By: Donaldson, Lufkin & Jenrette, Inc.,
as general partner
By: /s/ Kirk B. Wortman
---------------------------------------
Name: Kirk B. Wortman
Title: Attorney-in-fact
Address:
c/o DLJ Merchant Banking II, Inc.
277 Park Avenue
New York, NY 10172
Fax: 212-892-7272
DLJ EAB PARTNERS, L.P.
By: DLJ Merchant Banking Funding II, Inc.,
its general partner
By: /s/ Kirk B. Wortman
---------------------------------------
Name: Kirk B. Wortman
Title: Attorney-in-fact
Address:
c/o DLJ Merchant Banking II, Inc.
277 Park Avenue
New York, NY 10172
Fax: 212-892-7272
APOLLO INVESTMENT FUND III, L.P.
By Apollo Advisors II, L.P., its
general partner
By Apollo Capital Management II, Inc.,
its general partner
By: /s/ Josh Harris
---------------------------------------
Name: Josh Harris
Title: Vice President
Address:
1301 Avenue of the Americas
38th Floor
New York, NY 10019
Fax: 212-261-4102
APOLLO OVERSEAS PARTNERS III L.P.
By Apollo Advisors II, L.P., its
general partner
By Apollo Capital Management II, Inc.,
its general partner
By: /s/ Josh Harris
---------------------------------------
Name: Josh Harris
Title: Vice President
Address:
1301 Avenue of the Americas
38th Floor
New York, NY 10019
Fax: 212-261-4102
APOLLO U.K. PARTNERS III, L.P.
By Apollo Advisors II, L.P., its
general partner
By Apollo Capital Management II, Inc.,
its general partner
By: /s/ Josh Harris
---------------------------------------
Name: Josh Harris
Title: Vice President
Address:
1301 Avenue of the Americas
38th Floor
New York, NY 10019
Fax: 212-261-4102
BAIN CAPITAL FUND V L.P.
By: Bain Capital Partners V, L.P.,
its general partner
By: Bain Capital Investors V, Inc., its
general partner
By: /s/ Stephen Pagliuca
---------------------------------------
Name: Stephen Pagliuca
Title: General Partner
Address:
c/o Bain Capital, Inc.
Two Copley Place
Boston, MA 02116
Attention: Stephen Pagliuca
Fax: 617-572-3274
BAIN CAPITAL FUND, V-B, L.P.
By: Bain Capital Investors V, L.P., its
general partner
By: Bain Capital Investors V, Inc.,
its general partner
By: /s/ Stephen Pagliuca
---------------------------------------
Name: Stephen Pagliuca
Title: General Partner
Address:
c/o Bain Capital, Inc.
Two Copley Place
Boston, MA 02116
Attention: Stephen Pagliuca
Fax: 617-572-3274
BCIP ASSOCIATES
By: /s/ Stephen Pagliuca
---------------------------------------
Name: Stephen Pagliuca
Title: General Partner
Address:
c/o Bain Capital, Inc.
Two Copley Place
Boston, MA 02116
Attention: Stephen Pagliuca
Fax: 617-572-3274
BCIP TRUST ASSOCIATES, L.P.
By: Bain Capital Investors V, L.P., its
general partner
By: /s/ Stephen Pagliuca
---------------------------------------
Name: Stephen Pagliuca
Title: General Partner
Address:
c/o Bain Capital, Inc.
Two Copley Place
Boston, MA 02116
Attention: Stephen Pagliuca
Fax: 617-572-3274
THOMAS H. LEE EQUITY FUND III, L.P.
By: THL Equity Advisors III
Limited Partnership
By: THL Equity Trust III
By: /s/ Scott Schoen
---------------------------------------
Name: Scott Schoen
Title: Managing Director
Address:
c/o Thomas H. Lee Company
75 State Street
Boston, MA 02109
Fax: 617-227-3514
THOMAS H. LEE FOREIGN
FUND III, L.P.
By: THL Equity Advisors III
Limited Partnership
By: THL Equity Trust III
By: /s/ Scott Schoen
---------------------------------------
Name: Scott Schoen
Title: Managing Director
Address:
c/o Thomas H. Lee Company
75 State Street
Boston, MA 02109
Fax: 617-227-3514
THL CO-INVESTORS III-A LLC
By: /s/ Thomas H. Lee
---------------------------------------
Name: Thomas H. Lee
Title: Manager
Address:
c/o Thomas H. Lee Company
75 State Street
Boston, MA 02109
Fax: 617-227-3514
THL CO-INVESTORS III-B LLC
By: /s/ Thomas H. Lee
---------------------------------------
Name: Thomas H. Lee
Title: Manager
Address:
c/o Thomas H. Lee Company
75 State Street
Boston, MA 02109
Fax: 617-227-3514
DLJ CAPITAL CORP.
By: /s/ Art Zuckerman
---------------------------------------
Name: Art Zuckerman
Title:
Address:
277 Park Avenue
New York, NY 10172
Fax: 212-892-3444
SPROUT GROWTH II, L.P.
By: DLJ Capital Corporation,
its managing general partner
By: /s/ Art Zuckerman
---------------------------------------
Name: Art Zuckerman
Title:
Address:
277 Park Avenue
New York, NY 10172
Fax: 212-892-3444
THE SPROUT CEO FUND, L.P.
By: DLJ Capital Corporation,
its managing general partner
By: /s/ Art Zuckerman
---------------------------------------
Name: Art Zuckerman
Title:
Address:
277 Park Avenue
New York, NY 10172
Fax: 212-892-3444
ONTARIO TEACHERS' PENSION
PLAN BOARD
By: /s/ Dean Metcalf
---------------------------------------
Name: Dean Metcalf
Title: Portfolio Manager, Merchant
Banking
Address:
5650 Yonge Street
North York, Ontario
Canada M2M 4H5
Fax: 416-730-5374
By: /s/ Kenneth Drager
---------------------------------------
Kenneth Draeger
By: /s/ Steve Felice
---------------------------------------
Steve Felice
By: /s/ Tom Fitzpatrick
---------------------------------------
Tom Fitzpatrick
By: /s/ Steve Friedman
---------------------------------------
Steve Friedman
By: /s/ Joe Giordano
---------------------------------------
Joe Giordano
By: /s/ Jim Greenwell
---------------------------------------
Jim Greenwell
By: /s/ Tom Molchan
---------------------------------------
Tom Molchan
By: /s/ Dwight Wilson
---------------------------------------
Dwight Wilson
By: /s/ John Baldus
---------------------------------------
John Baldus
By: /s/ Bill Beaumont
---------------------------------------
Bill Beaumont
By: /s/ Mark Davis
---------------------------------------
Mark Davis
By: /s/ Tom Farrell
---------------------------------------
Tom Farrell
By: /s/ Tom Fogarty
---------------------------------------
Tom Fogarty
By: /s/ Tom Fogelsong
---------------------------------------
Tom Fogelsong
By: /s/ Dan Harkins
---------------------------------------
Dan Harkins
By: /s/ Judy Johnson
---------------------------------------
Judy Johnson
By: /s/ Bill Lanam
---------------------------------------
Bill Lanam
By: /s/ Mike Rogers
---------------------------------------
Mike Rogers
By: /s/ Kirk Scott
---------------------------------------
Kirk Scott
By: /s/ Tom Walker
---------------------------------------
Tom Walker
Exhibit (d)(1)
LETTER OF TRANSMITTAL
TO ACCOMPANY
CERTIFICATES WHICH REPRESENTED SHARES OF COMMON STOCK
OF
DECISIONONE HOLDINGS CORP.
SURRENDERED IN EXCHANGE FOR THE MERGER CONSIDERATION
To: ChaseMellon Shareholder Services, Exchange Agent
<TABLE>
<S> <C> <C>
By mail: By hand: By overnight courier:
Reorganization Department Reorganization Department Reorganization Department
PO Box 3305 120 Broadway 85 Challenger Road, Mail Drop-Reorg
South Hackensack, NJ 07606 13th Floor Ridgefield Park, NJ 07660
New York, NY 10271
</TABLE>
For Assistance: 1-800-777-3674
This Letter of Transmittal is to be completed by all holders of Common Stock
(as defined) who did not make a Stock Election, or who previously made a Stock
Election for only a portion of the shares of Common Stock held by them.
Certificates which represent Shares (as defined) are to be forwarded herewith.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Proxy Statement/Prospectus (as defined).
Delivery of this Letter of Transmittal to an address other than as set forth
above, does not constitute a valid delivery.
Ladies and Gentlemen:
The merger (the "Merger") of Quaker Holding Co. ("Quaker") with and
into DecisionOne Holdings Corp. ("DecisionOne" or the "Company") pursuant
to the terms of the Agreement and Plan of Merger dated as of May 4, 1997
and as amended on July 15, 1997 between Quaker and the Company (the "Merger
Agreement") occurred on August 7, 1997 (the "Effective Time"). At the
Effective Time, each outstanding share of common stock, par value $.01 per
share, of the Company (the "Shares" or "Common Stock"), other than shares
as to which valid stock elections were made and accepted or which are owned
by Quaker, was converted into and now represents the right to receive
$23.00 in cash (the "Merger Consideration"). I understand that the terms
of the Letter of Transmittal are subject to (i) the terms, conditions and
limitations set forth in the Proxy Statement/Prospectus dated July 17, 1997
(the "Proxy Statement/Prospectus"), receipt of which is acknowledged by the
undersigned, (ii) the terms of the Merger Agreement, a conformed copy of
which appears as Appendix A to the Proxy Statement/Prospectus and (iii) the
accompanying instructions.
I hereby surrender the following certificate(s) which represented Shares
in exchange for the Merger Consideration of $23.00 per share of Common
Stock.
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
<TABLE>
Box I
<CAPTION>
Shares Submitted
Names and Address(es) of Registered Holders (Attach additional list if necessary)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Total Number
of Shares Number of
Certificate Represented by Shares
Number* Certificate(s) Submitted
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
Total Common
Shares
- ----------------------------------------------------------------------------------------------------------
* Need not be completed if Shares are being delivered by book-entry holders.
- ----------------------------------------------------------------------------------------------------------
</TABLE>
Please issue, subject to the terms and conditions provided herein, upon
surrender of certificates which represented Shares, a check for the Merger
Consideration to which I am entitled, in the name and to the address indicated
above unless I have provided other instructions under "Special Issuance
Instructions" or "Special Delivery Instructions" below.
[ ] Check here if you cannot locate certificates. Upon receipt of this Letter
of Transmittal, the Exchange Agent will contact you directly with replacement
instructions.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligations of the undersigned
hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
Box II
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 6 and 7)
To be completed ONLY if the check is to be made
payable to someone other than the undersigned.
Issue check to:
Name.......................................................
(Please Print)
..........................................................
(Please Print)
Address....................................................
..........................................................
(Including Zip Code)
..........................................................
(Tax Identification or
Social Security Number)
(Note: if this box is completed, endorsement on the
surrendered certificates(s) or signature(s) on the
accompanying instrument of transfer MUST BE
GUARANTEED in the usual form by a bank or any
eligible guarantor institution (see Instruction 7). PLEASE
ALSO COMPLETE THE SUBSTITUTE FORM W-9
BELOW.)
Box III
SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 7)
To be completed ONLY if the check is to be made
payable to the registered holder(s), but are to be mailed to
someone other than the registered holder(s) or to an
address other than the address of the registered holder(s)
set forth above.
Mail check to:
Name........................................................
(Please Print)
...........................................................
(Please Print)
Address.....................................................
...........................................................
(Including Zip Code)
Box IV
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SIGN HERE
ALL HOLDERS OF COMMON STOCK MUST SIGN BELOW
(See Instructions 1 and 7 concerning signature guarantee)
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.............................................................. Name(s)..............................
(Please Print)
..............................................................
Signature(s) of Owner(s) Name(s)..............................
(Please Print)
Must be signed by registered holder(s) exactly as name(s)
appear(s) on stock certificate(s) or by person(s) Name(s)..............................
authorized to become registered holder(s) by certificates (Please Print)
and documents transmitted herewith. If signature is by a
trustee, executor, administrator, guardian, officer of a .....................................
corporation, attorney-in-fact or any other person acting in
a fiduciary capacity, set forth full title in such capacity .....................................
and see Instruction 3. (Area Code and Telephone Number(s))
Signature(s) .....................................
Guaranteed:...................................................
(See Instruction 7) .....................................
(Tax Identification or
Social Security Number(s))
Dated:......................... 1997.
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Payer: ChaseMellon Shareholder Services, L.L.C.
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SUBSTITUTE Part I--PLEASE PROVIDE Social Security Number
Form W-9 YOUR TIN IN THE BOX AT
Department of the Treasury THE RIGHT AND CERTIFY BY OR_____________________
Internal Revenue Service SIGNING AND DATING Employer Identification Number
BELOW.
Payer's Request for Taxpayer -----------------------------------------------------------------------------------
Identification Number (TIN)
Part 2 Please check the box at the right if you have applied for, and are awaiting
receipt of, your TIN. [ ]
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Certification--under penalties of perjury, I certify that:
(1) The numer shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding either because I have not been
notified by the IRS that I am subject to backup withholding as a result
of a failure to report all interests or dividends, or the IRS has
notified me that I am no longer subject to backup withholding.
Certification Instructions - You must cross out item (2) above if you have
been notified by the IRS that you arc subject to backup withholding because
of underreporting interest or dividends on your tax return. However, if
after being notified by the IRS that you were subject to backup withholding
you received another notification from the IRS that you are no longer
subject to backup withholding, do not cross out item (2). (Also see
Certification under Specific Instructions in the enclosed Guidelines.)
SIGNATURE____________________________ Date _____________________,1997
IF YOU CHECKED THE BOX IN PART 2 OF THE SUBSTITUTE FORM W-9, YOU MUST
SIGN AND DATE THE FOLLOWING CERTIFICATION:
CERTIFICATION OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a Taxpayer
Identification Number has not been issued to me, and that I mailed or
delivered an application to receive a Taxpayer Identification Number to the
appropriate IRS Center or Social Security Administration Office (or I
intend to mail or deliver an application in the near future). I understand
that if I do not provide a Taxpayer Identification Number to the payer, 31
percent of all payments made to me pursuant to this Merger shall be
retained until I provide a Tax Identification Number to the payer and that,
if I do not provide my Taxpayer Identification Number within sixty (60)
days, such retained amounts shall be remitted to the IRS as backup
withholding and 31 percent of all reportable payments made to me thereafter
will be withheld and remitted to the IRS until I provide a Taxpayer
Identification Number.
SIGNATURE______________________________ DATE______________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY CASH PAYMENTS MADE TO YOU. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
INSTRUCTIONS
1. Execution and Delivery. To receive the Merger Consideration, this
Letter of Transmittal or a facsimile hereof must be properly filled in, dated
and signed in Box IV, and must be delivered (together with stock certificates
which represented shares of Common Stock) to the Exchange Agent at any of the
addresses set forth above.
The method of delivery of all documents is at the option and risk of the
stockholder, but if sent by mail, registered mail, return receipt requested,
properly insured, is suggested. The check for any cash payment to which a
holder may be entitled will be mailed as soon as practicable following the
processing by the Exchange Agent of the properly completed Letter of
Transmittal pursuant to and in accordance with the provisions contained
herein. If special issuance instructions are provided in this Letter of
Transmittal, or if these instructions are not properly followed, the mailing of
the check may be delayed.
2. Inadequate Space. If there is insufficient space on this Letter of
Transmittal to list all your share certificates being submitted to the
Exchange Agent, please attach a separate list.
3. Signatures. The signature (or signatures, in the case of certificates
owned by two or more joint holders) on this Letter of Transmittal should
correspond exactly with the name(s) as written on the face of the
certificate(s) submitted unless the shares of Common Stock described in this
Letter of Transmittal have been assigned by the registered holder(s), in which
event this Letter of Transmittal should be signed in exactly the same form as
the name of the last transferee indicated on the transfers attached to or
endorsed on the certificates.
If this Letter of Transmittal is signed by a person or persons other
than the registered owners of the certificates listed, the certificates must
be endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered owner(s) appear on the certificates.
If this Letter of Transmittal or any stock certificate(s) or stock
power(s) are signed by a trustee, executor, administrator, guardian, officer
of a corporation, attorney-in-fact or any other person acting in a
representative or fiduciary capacity, the person signing must give such
person's full title in such capacity and appropriate evidence of authority to
act in such capacity must be forwarded with this Letter of Transmittal. If
any stockholder's shares are registered in different ways on different stock
certificates, it will be necessary for the stockholder to complete, sign and
submit as many separate Letters of Transmittal as there are different
registrations, or the stock holder may provide only one Letter of Transmittal
and sign it each way his or her name appears on different stock certificates.
However, each signature must be guaranteed as described in Instruction 6.
4. Lost or Destroyed Certificates. If your stock certificate(s) has been
either lost or destroyed, please check the box on the front of this Letter of
Transmittal below your name and address and the appropriate forms for
replacement will be sent to you. You will then be instructed as to the steps
you must take in order to receive the Merger Consideration in accordance with
the Merger Agreement.
5. Checks in Same Name. If any check(s) are to be payable to the order
of, exactly the same name(s) that appears on the certificate(s) which
represented shares of Common Stock submitted with this Letter of Transmittal,
no endorsement of certificate(s) or separate stock power(s) are required.
6. Checks in Different Name. If any check(s) are to be payable to the
order of other than exactly the name that appears on the certificate(s) which
represented shares of Common Stock submitted for exchange herewith, such
exchange shall not be made by the Exchange Agent unless the certificates
submitted are endorsed, Box II is completed, and the signature is guaranteed
in Box IV by a member of a national securities exchange, a member of the
National Association of Securities Dealers, Inc. or a commercial bank (not a
savings bank or a savings & loan association) or trust company in the United
States which is a member in good standing of the Agent's Medallion Program.
7. Special Delivery Instructions. If the checks are to be payable to the
order of the name of the registered holder(s) of shares of Common Stock, but
are to be sent to someone other than the registered holder(s) or to an address
other than the address of the registered holder, it will be necessary to
indicate such person or address in Box III.
8. Miscellaneous. A single check representing the Merger Consideration
will be issued.
9. Backup Federal Income Tax Withholding and Substitute Form W-9. Under
the "backup withholding" provisions of Federal income tax law, the Exchange
Agent may be required to withhold 31% of the amount of any cash payments made
to holders of Company Common Stock pursuant to the Merger. To prevent backup
withholding, each holder should complete and sign the Substitute Form W-9
included in this Letter of Transmittal and either: (a) provide the correct
taxpayer identification number ("TIN") and certify, under penalties of
perjury, that the TIN provided is correct (or that such holder is awaiting a
TIN), and that (i) the holder has not been notified by the Internal Revenue
Service ("IRS") that the holder is subject to backup withholding as a result
of failure to report all interest or dividends, or (ii) the IRS has notified
the holder that the holder is no longer subject to backup withholding; or (b)
provide an adequate basis for exemption. If the box in Part 2 of the
substitute Form W-9 is checked, the Exchange Agent shall retain 31% of cash
payments made to a holder during the sixty (60) day period following the date
of the Substitute Form W-9. If the holder furnishes the Exchange Agent with
his or her TIN within sixty (60) days of the date of the Substitute Form W-9,
the Exchange Agent shall remit such amounts retained during the sixty (60) day
period to the holder and no further amounts shall be retained or withheld from
payments made to the holder thereafter. If, however, the holder has not
provided the Exchange Agent with his or her TIN within such sixty (60) day
period, the Exchange Agent shall remit such previously retained amounts to the
IRS as backup withholding and shall withhold 31% of all payments to the holder
thereafter until the holder furnishes a TIN to the Exchange Agent. In general,
if a holder is an individual, the TIN is the Social Security number of such
individual. If the certificates for Common Stock are registered in more than
one name or are not in the name of the actual owner, consult the Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidance on which number to report. If the Exchange Agent is not
provided with the correct TIN or an adequate basis for exemption, the holder
may be subject to a $50 penalty imposed by the IRS and backup withholding at a
rate of 31%. Certain holders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order to satisfy the Exchange Agent that a foreign
individual qualifies as an exempt recipient, such holder must submit a
statement (generally, IRS Form W-8), signed under penalties of perjury,
attesting to that individual's exempt status. A form for such statements can
be obtained from the Exchange Agent.
For further information concerning backup withholding and instructions for
completing the Substitute Form W-9 (including how to obtain a TIN if you do
not have one and how to complete the Substitute Form W-9 if Stock is held in
more than one name), consult the Guidelines of the IRS for Certification of
Taxpayer Identification Number on Substitute Form W-9.
Failure to complete the Substitute Form W-9 may require the Exchange Agent to
withhold 31% of the amount of any cash payments made pursuant to the Merger.
Backup withholding is not an additional Federal income tax. Rather, the
Federal income tax liability of a person subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained.
10. If certificates which represented Shares are not surrendered in
exchange for cash two years after the Effective Time (or such earlier date
immediately prior to such time on which the Merger Consideration would
otherwise escheat to or become the property of any governmental entity), the
unclaimed cash shall, to the extent permitted by applicable law, become the
property of DecisionOne Holdings Corp. free and clear of all claims or
interest of any person previously or otherwise entitled thereto.
Notwithstanding the foregoing, DecisionOne Holdings Corp. will not be liable
to any holder of Shares for any amount paid to a public official pursuant to
applicable abandoned property laws. Six months after the Effective Time, cash
made available to the Exchange Agent shall be returned to the Company upon its
request, and thereafter holders of certificates formerly representing Shares
shall look only to DecisionOne Holdings Corp. for cash to which they are
entitled.
All questions with respect to this Letter of Transmittal will be
determined by DecisionOne and Quaker, which determination shall be conclusive
and binding.
