<PAGE>
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Coinmach Laundry Corporation
- -------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, $.01 par value per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
19259L101
------------------------------------------------------------
(CUSIP Number)
Ronald S. Brody, Esq., c/o Anderson Kill & Olick, P.C.
1251 Avenue of the Americas, New York, New York 10020 (212) 278-1000
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 19, 1997/**/
------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
**If and to the extent the event requiring filing of this statement occurred on
December 19, 1997, this filing is made as a consequence thereof; provided,
however, that the filing of this statement shall not be construed as an
admission that a filing is required with respect to the events described in this
statement. See Item 4 of the Schedule 13D dated July 23, 1996 (the "Original
Schedule 13D").
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 19259L101 Page _______ of _______ Pages
--------- -----------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MCS Capital, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC, SC
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
Not Required
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
445,110/1/
NUMBER OF
SHARES -------------------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,222,858/1/
EACH -------------------------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 445,110/1/
WITH -------------------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
445,110/1/
- ----------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
- ----------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
- ----------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ Does not include 184,857 shares of Class A Common Stock underlying options
not exercisable as of May 19, 1998; includes 123,241 shares of Class A
Common Stock underlying options exercisable as of May 19, 1998. MCS Capital,
Inc. disclaims beneficial ownership of all shares beneficially owned by the
other parties to the Voting Agreement, dated July 23, 1996. See Item 4 of
the Original Schedule 13D and Item 5 of this Amendment No. 1.
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 19259L101 Page _______ of _______ Pages
--------- -----------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen R. Kerrigan
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not applicable
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
Not Required
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- -----------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
SHARES -------------------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,222,858/1/
EACH -------------------------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -------------------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
445,110/1/
- ----------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
445,110/1/
- ----------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
- ----------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
- ----------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ Does not include 184,857 shares of Class A Common Stock underlying options
not exercisable as of May 19, 1998; includes 123,241 shares of Class A
Common Stock underlying options exercisable as of May 19, 1998. Mr. Kerrigan
disclaims beneficial ownership of all shares beneficially owned by the other
parties to the Voting Agreement, dated July 23, 1996, to which MCS Capital,
Inc. is a party. See Item 4 of the Original Schedule 13D and Item 5 of this
Amendment No. 1.
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 19259L101 Page _______ of _______ Pages
--------- -----------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
President and Fellows of Harvard College
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
Not Required
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
- -----------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
100,273/1/
NUMBER OF
SHARES -------------------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,222,858/1/
EACH -------------------------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 100,273/1/
WITH -------------------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,273/1/
- ----------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
- ----------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
- ----------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ President and Fellows of Harvard College disclaim beneficial ownership of
all shares of Class A Common Stock beneficially owned by the other parties
to the Voting Agreement, dated July 23, 1996. See Item 4 of the Original
Schedule 13D and Item 5 of this Amendment No. 1./
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 19259L101 Page _______ of _______ Pages
--------- -----------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harvard Management Company, Inc.
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not Applicable
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
Not Required
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
- -----------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
SHARES -------------------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,222,858/1/
EACH -------------------------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -------------------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
100,273/1/
- ----------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,273/1/
- ----------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
- ----------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
- ----------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ Harvard Management Company, Inc. disclaims beneficial ownership of all
shares of Class A Common Stock beneficially owned by the other parties to
the Voting Agreement, dated July 23, 1996, to which President and Fellows of
Harvard College is a party. See Item 4 of the Original Schedule 13D and Item
5 of this Amendment No. 1./
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 19259L101 Page _______ of _______ Pages
--------- -----------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mitchell Blatt
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF,SC
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
Not Required
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- -----------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
358,845/1/
NUMBER OF
SHARES -------------------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,222,858/1/
EACH -------------------------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 358,845/1/
WITH -------------------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,845/1/
- ----------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
- ----------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
- ----------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ Does not include 140,000 shares of Class A Common Stock underlying options
not exercisable as of May 19, 1998; includes 60,000 shares of Class A Common
Stock underlying options exercisable as of May 19, 1998. Mr. Blatt disclaims
beneficial ownership of all shares of Class A Common Stock beneficially
owned by the other parties to the Voting Agreement, dated July 23, 1996. See
Item 4 of the Original Schedule 13D and Item 5 of this Amendment No. 1.
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 19259L101 Page _______ of _______ Pages
--------- -----------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert M. Doyle
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF, SC
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
Not Required
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- -----------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
124,223/1/
NUMBER OF
SHARES -------------------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,222,858/1/
EACH -------------------------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 124,223/1/
WITH -------------------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
124,223
- ----------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
- ----------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
- ----------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ Does not include 123,134 shares of Class A Common Stock underlying options
not exercisable as of May 19, 1998; includes 48,756 shares of Class A Common
Stock underlying options exercisable as of May 19, 1998. Mr. Doyle disclaims
beneficial ownership of all shares of Class A Common Stock beneficially
owned by the other parties to the Voting Agreement, dated July 23, 1996. See
Item 4 of the Original Schedule 13D and Item 5 of this Amendment No. 1.
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 19259L101 Page _______ of _______ Pages
--------- -----------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael E. Stanky
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF,SC
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
Not Required
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- -----------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
87,155/1/
NUMBER OF
SHARES -------------------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,222,858/1/
/1/
EACH -------------------------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 87,155/1/
WITH -------------------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,155/1/
- ----------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
- ----------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
- ----------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ Does not include 100,112 shares of Class A Common Stock underlying options
not exercisable as of May 19, 1998; includes 63,409 shares of Class A Common
Stock underlying options exercisable as of May 19, 1998. Mr. Stanky
disclaims beneficial ownership of all shares of Class A Common Stock
beneficially owned by the other parties to the Voting Agreement, dated July
23, 1996. See Item 4 of the Original Schedule 13D and Item 5 of this
Amendment No. 1.
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 19259L101 Page _______ of _______ Pages
--------- -----------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles Prato
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF,SC
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
Not Required
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- -----------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
29,150/1/
NUMBER OF
SHARES -------------------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,222,858/1/
EACH -------------------------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 29,150/1/
WITH -------------------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,150/1/
- ----------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
- ----------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
- ----------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ Does not include 14,900 shares of Class A Common Stock underlying options
not exercisable as of May 19, 1998; includes 6,602 shares of Class A Common
Stock underlying options exercisable as of May 19, 1998. Mr. Prato disclaims
beneficial ownership of all shares of Class A Common Stock beneficially
owned by the other parties to the Voting Agreement, dated July 23, 1996. See
Item 4 of the Original Schedule 13D and Item 5 of this Amendment No. 1.
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 19259L101 Page _______ of _______ Pages
--------- -----------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James N. Chapman
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
Not Required
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- -----------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
26,316/1/
NUMBER OF
SHARES -------------------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,222,858/1/
EACH -------------------------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 26,316/1/
WITH -------------------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,316/1/
- ----------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
- ----------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
- ----------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ /Does not include 23,505 shares of Class A Common Stock underlying options
not exercisable as of May 19, 1998; includes 36,495 shares of Class A
Common Stock underlying options exercisable as of May 19, 1998. Mr. Chapman
disclaims beneficial ownership of all shares of Class A Common Stock
beneficially owned by the other parties to the Voting Agreement, dated July
23, 1996. See Item 4 of the Original Schedule 13D and Item 5 of this
Amendment No. 1.
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 19259L101 Page _______ of _______ Pages
--------- -----------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael E. Marrus
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
Not Required
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- -----------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
17,150/1/
NUMBER OF
SHARES -------------------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,222,858/1/
EACH -------------------------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 17,150/1/
WITH -------------------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,150/1/
- ----------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
- ----------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
- ----------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ Does not include 17,253 shares of Class A Common Stock underlying options
not exercisable as of May 19, 1998; includes 11,503 shares of Class A
Common Stock underlying options exercisable as of May 19, 1998. Mr. Marrus
disclaims beneficial ownership of all shares of Class A Common Stock
beneficially owned by the other parties to the Voting Agreement, dated July
23, 1996. See Item 4 of the Original Schedule 13D and Item 5 of this
Amendment No. 1.
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 19259L101 Page _______ of _______ Pages
--------- -----------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Tulkop
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF, SC
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
Not Required
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- -----------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
16,474/1/
NUMBER OF
SHARES -------------------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,222,858/1/
EACH -------------------------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 16,474/1/
WITH -------------------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,474/1/
- ----------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
- ----------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
- ----------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ Does not include 1,500 shares of Class A Common Stock underlying options
not exercisable as of May 19, 1998; includes 1,000 shares of Class A Common
Stock underlying options exercisable as of May 19, 1998. Mr. Tulkop
disclaims beneficial ownership of all shares of Class A Common Stock
beneficially owned by the other parties to the Voting Agreement, dated July
23, 1996. See Item 4 of the Original Schedule 13D and Item 5 of this
Amendment No. 1.
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 19259L101 Page _______ of _______ Pages
--------- -----------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Russell Harrison
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF,SC
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
Not Required
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- -----------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
12,870/1/
NUMBER OF
SHARES -------------------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,222,858/1/
EACH -------------------------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 12,870/1/
WITH -------------------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ----------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,870/1/
- ----------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
- ----------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
- ----------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ Does not include 10,625 shares of Class A Common Stock underlying options
not exercisable as of May 19, 1998; includes 6,253 shares of Class A Common
Stock underlying options exercisable as of May 19, 1998. Mr. Harrison
disclaims beneficial ownership of all shares of Class A Common Stock
beneficially owned by the other parties to the Voting Agreement, dated July
23, 1996. See Item 4 of the Original Schedule 13D and Item 5 of this
Amendment No. 1.
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 19259L101 Page _______ of _______ Pages
--------- -----------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.A. Spencer
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
Not Required
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- -----------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
0/1/
NUMBER OF
SHARES -------------------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,222,858/1/
EACH -------------------------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -------------------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
16,044/1/
- ----------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,044/1/
- ----------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
- ----------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
- ----------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ Mr. Spencer and Mary M. Spencer jointly own 16,044 shares of Class A Common
Stock. See Item 4 of the Original Schedule 13D and Item 5 of this Amendment
No. 1. Mr. Spencer disclaims beneficial ownership of all shares of Class A
Common Stock beneficially owned by the other parties to the Voting
Agreement, dated July 23, 1996
<PAGE>
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 19259L101 Page _______ of _______ Pages
--------- -----------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mary M. Spencer
- ------------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ------------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- ------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
Not Required
- ------------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- -----------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
0/1/
NUMBER OF
SHARES -------------------------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,222,858/1/
EACH -------------------------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -------------------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
16,044/1/
- ----------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,044/1/
- ----------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
- ----------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
- ----------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ Ms. Spencer and S.A. Spencer jointly own 16,044 shares of Class A Common
Stock. Ms. Spencer disclaims beneficial ownership of all shares of Class A
Common Stock beneficially owned by the other parties to the Voting
Agreement, dated July 23, 1996, to which Mr. Spencer is a party. See Item 4
of the Original Schedule 13D and Item 5 of this Amendment No. 1.
<PAGE>
COINMACH LAUNDRY CORPORATION
(CUSIP NO. 19259L101)
This Amendment amends the Schedule 13D dated July 23, 1996 (the
"Original Schedule 13D"), filed jointly by each of the following persons
pursuant to Rule 13d-(1)(f) promulgated by the Securities and Exchange
Commission (the "SEC") under Section 13 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"): (i) MCS Capital, Inc., a Delaware corporation
("MCS"); (ii) Stephen R. Kerrigan (by virtue of his controlling interest in
MCS); (iii) President and Fellows of Harvard College, a Massachusetts charitable
corporation ("Harvard"); (iv) Harvard Management Company, Inc., a Massachusetts
corporation ("Harvard Management") (by virtue of it being the investment manager
of Harvard); (v) Mitchell Blatt; (vi) Robert M. Doyle; (vii) Michael E. Stanky;
(viii) Charles Prato; (ix) David Tulkop; (x) Russell Harrison; (xi) James N.
Chapman; (xii) Michael E. Marrus; (xiii) S.A. Spencer; and (xiv) Mary M.
Spencer. Notwithstanding this Amendment, the Original Schedule 13D speaks as of
its date. All capitalized terms used but not otherwise defined in this Amendment
have the meanings given to them in the Original Schedule 13D.
MCS, Harvard, Harvard Management, and each of Messrs. Kerrigan, Blatt,
Doyle, Stanky, Prato, Tulkop, Harrison, Chapman, Marrus, S.A. Spencer and Mary
M. Spencer are sometimes referred to herein individually as a "Reporting Person"
and collectively as the "Reporting Persons."
Information with respect to each Reporting Person is given solely by
such Reporting Person, and no Reporting Person assumes responsibility for the
accuracy or completeness of information given by another Reporting Person. By
their signatures on this Amendment, each Reporting Person agrees that this
Amendment, is filed on behalf of such Reporting Person.
The Reporting Persons may be deemed to constitute a "group" for
purposes of Section 13(d)(3) of the Exchange Act. The Reporting Persons and the
other parties to the Voting Agreement (as defined in Item 4 of the Original
Schedule 13D) may also be deemed to constitute a "group" for purposes of Section
13(d)(3) of the Exchange Act. The Reporting Persons expressly deny the existence
of any agreement to act as a group other than as described in the Original
Schedule 13D and in this Amendment.
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
See Item 5(c) below.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b)
Each of the Voting Stockholders beneficially owns the number and
percentage of shares of Common Stock set forth opposite each of their names in
this Item 5 below, assuming there are 12,687,135 shares outstanding on the date
hereof based on information contained in the Issuer's Proxy Statement on
Schedule 14A, filed on May 19, 1998 (the "1998 Proxy Statement"). Other than Mr.
Spencer, each Voting Stockholder has the sole power to vote and the sole power
to dispose of or direct the disposition of the number of shares of Common Stock
held by them. By virtue of the relationship between MCS and Mr. Kerrigan
described in Item 2 of the Original Schedule 13D, Mr. Kerrigan may be deemed to
possess indirect beneficial ownership of and share the power to vote and
indirectly share the power to dispose of or direct the disposition of the shares
of Common Stock beneficially owned by MCS. By virtue of the relationship between
Harvard and Harvard Management described in Item 2 of the Original Schedule 13D,
Harvard Management may be deemed to possess indirect beneficial ownership of and
share the power to vote and indirectly share the power to dispose of or direct
the disposition of the shares of Common Stock beneficially owned by Harvard. Mr.
Spencer and Ms. Spencer own their shares as joint tenants with right of
survivorship and share the power to vote and the power to dispose of or direct
the disposition of the shares of Common Stock held by them.
The Reporting Persons and the Fund may also be deemed to be a
"group" for purposes of Section 13(d)(3) of the Exchange Act as a result of the
Voting Agreement described in Item 4 of the Original Schedule 13D, and, based on
the information contained in the 1998 Proxy Statement, may therefore be deemed
to be the indirect beneficial owners of and to share the power to vote or direct
the vote of 3,008,402 additional shares of Common Stock that are subject to the
terms of the Voting Agreement. If the Reporting Persons were deemed to be the
beneficial owners of such additional shares of Common Stock, then the Reporting
Persons would be deemed to be the beneficial owners of an aggregate of 4,242,012
shares or approximately 32.6% of the issued and outstanding Common Stock
assuming there are 13,025,654 shares of Common Stock outstanding, including
338,519 shares of Common Stock subject to currently exercisable options held by
the Reporting Persons. The foregoing information does not include shares of
Common Stock subject to options not exercisable within 60 days of May 19, 1998,
held by the Reporting Persons and the 480,648 shares of Non-Voting Common Stock
held by Heller and Jackson National. Each Reporting Person disclaims beneficial
ownership of all shares of Common Stock held by the other parties to the Voting
Agreement.
<TABLE>
<CAPTION>
Number Percentage
Name of Shares of Class
- ---- --------- ----------
<S> <C> <C>
MCS Capital, Inc. 445,110/1,2/ 3.5%
Stephen R. Kerrigan/3/
President and Fellows of Harvard College 100,273/4/ 0.8%
Harvard Management Company, Inc./5/
Mitchell Blatt 358,845/6/ 2.8%
Robert M. Doyle 124,223/7/ 1.0%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Number Percentage
Name of Shares of Class
- ----- ---------- ----------
<S> <C> <C>
Michael E. Stanky 87,155/8/ 0.7%
Charles Prato 29,150/9/ 0.2%
James N. Chapman 26,316/10/ 0.2%
Michael E. Marrus 17,150/11/ 0.1%
David Tulkop 16,474/12/ 0.1%
Russell Harrison 12,870/13/ 0.1%
S.A. Spencer and Mary M. Spencer, as 16,044/14/ 0.1%
joint tenants
_____________ __________
Total 1,233,610/15/ 9.7%/16/
</TABLE>
1. MCS has sole voting and dispositive power with respect to the shares of
Common Stock owned by it. Stephen R. Kerrigan by virtue of being the
President and controlling stockholder of MCS, may be deemed to share voting
and dispositive power with respect to the shares of Common Stock held by
MCS. MCS and Mr. Kerrigan disclaim beneficial ownership of all shares
beneficially owned by all other Reporting Persons and the Fund. The filing
of this statement by Mr. Kerrigan shall not be construed as an admission
that Mr. Kerrigan is, for the purpose of Section 13(d) or 13(g) of the
Exchange Act, the beneficial owner of any securities covered by this
statement.
2. Includes 123,241 shares of Common Stock underlying options exercisable as
of May 19, 1998; does not include 184,857 shares of Common Stock underlying
options not exercisable as of May 19, 1998.
3. Mr. Kerrigan disclaims beneficial ownership of all shares of Common Stock
held by MCS Capital, Inc.
4. Harvard has sole voting and dispositive power with respect to the shares of
Common Stock owned by it. Harvard Management, in its capacity as investment
manager of Harvard, may be deemed to share voting and dispositive power
with respect to the shares of Common Stock it manages on behalf of Harvard.
Harvard and Harvard Management disclaim beneficial ownership of all shares
beneficially owned by all other Reporting Persons and the Fund. The filing
of this statement by Harvard Management shall not be construed as an
admission that Harvard Management is, for the purpose of Section 13(d) or
13(g) of the Exchange Act, the beneficial owner of any securities covered
by this statement.
5. Harvard Management disclaims beneficial ownership of all shares of Common
Stock held by Harvard.
6. Includes 60,000 shares of Common Stock underlying options exercisable as of
May 19, 1998; does not include 140,000 shares of Common Stock underlying
options not exercisable as of May 19, 1998. Mr. Blatt disclaims beneficial
ownership of all shares beneficially owned by all other Reporting Persons
and the Fund.
7. Includes 48,756 shares of Common Stock underlying options exercisable as of
May 19, 1998; does not include 123,134 shares of Common Stock underlying
options not exercisable as of May 19, 1998. Mr. Doyle disclaims beneficial
ownership of all shares beneficially owned by all other Reporting Persons
and the Fund.
<PAGE>
8. Includes 63,409 shares of Common Stock underlying options
exercisable as of May 19, 1998; does not include 102,112 shares of
Common Stock underlying options not exercisable as of May 19, 1998.
Mr. Stanky disclaims beneficial ownership of all shares beneficially
owned by all other Reporting Persons and the Fund.
9. Includes 6,602 shares of Common Stock underlying options exercisable
as of May 19, 1998; does not include 14,900 shares of Common Stock
underlying options not exercisable as of May 19, 1998. Mr. Prato
disclaims beneficial ownership of all shares beneficially owned by
all other Reporting Persons and the Fund.
10. Includes 36,495 shares of Common Stock underlying options
exercisable as of May 19, 1998; does not include 23,505 shares of
Common Stock underlying options not exercisable as of May 19, 1998.
Mr. Chapman disclaims beneficial ownership of all shares
beneficially owned by all other Reporting Persons and the Fund.
11. Includes 11,503 shares of Common Stock underlying options
exercisable as of May 19, 1998; does not include 17,253 shares of
Common Stock underlying options not exercisable as of May 19, 1998.
Mr. Marrus disclaims beneficial ownership of all shares beneficially
owned by all other Reporting Persons and the Fund.
12. Includes 1,000 shares of Common Stock underlying options exercisable
as of May 19, 1998; does not include 1,500 shares of Common Stock
underlying options not exercisable as of May 19, 1998. Mr. Tulkop
disclaims beneficial ownership of all shares beneficially owned by
all other Reporting Persons and the Fund.
13. Includes 6,253 shares of Common Stock underlying options
exercisable as of May 19, 1998; does not include 10,625 shares of
Common Stock underlying options not exercisable as of May 19, 1998.
Mr. Harrison disclaims beneficial ownership of all shares
beneficially owned by all other Reporting Persons and the Fund.
14. Mr. Spencer and Ms. Spencer own the shares as joint tenants with
right of survivorship, and have shared power to direct the vote and
disposition of such shares. Mr. Spencer and Ms. Spencer disclaim
beneficial ownership of all shares beneficially owned by all other
Reporting Persons and the Fund.
15. Includes 327,767 shares of Common Stock underlying options
exercisable as of May 19, 1998.
16. Assumes there are 13,014,902 shares of Common Stock outstanding,
including 327,767 shares of Common Stock subject to currently
exercisable options held by certain of the Reporting Persons.
(c) On December 19, 1997, in connection with a public offering
of Common Stock by the Issuer registered with the Securities and Exchange
Commission in which the Reporting Persons participated as Seller Stockholders
pursuant to the terms of the Registration Rights Agreement, the Reporting
Persons sold the number of shares set forth opposite their names below at a
price of $18.72 per share, net of underwriting discounts and commissions of
$1.03 per share:
<TABLE>
<CAPTION>
Numbers of
Name Shares Sold
- ---- -----------
<S> <C>
MCS Capital, Inc./1/ 120,900
Stephen R. Kerrigan/2/ 120,900
President and Fellows of Harvard College/3/ 51,587
Harvard Management Company, Inc./4/ 51,587
Mitchell Blatt 97,468
Robert M. Doyle 33,741
Michael E. Stanky 23,129
Charles Prato 7,375
James N. Chapman 10,322
Michael E. Marrus 8,824
David Tulkop 4,475
Russell Harrison 3,357
S.A. Spencer and Mary M. Spencer as 8,253
joint tenants
</TABLE>
1. MCS has sole voting and dispositive power with respect to the shares of
Common Stock owned by it. Stephen R. Kerrigan by virtue of being the
President and controlling stockholder of MCS, may be deemed to share
voting and dispositive power with respect to the shares of Common Stock
held by MCS. MCS and Mr. Kerrigan disclaim beneficial ownership of all
shares beneficially owned by all other Reporting Persons and the Fund.
The filing of this Amendment by Mr. Kerrigan shall not be construed as
an admission that Mr. Kerrigan is, for the purpose of Section 13(d) or
13(g) of the Exchange Act, the beneficial owner of any securities
covered by this Amendment.
2. Mr. Kerrigan disclaims beneficial ownership of all shares of Common
Stock held by MCS Capital, Inc. and of all shares of Common Stock sold
by MCS Capital, Inc. in the Offering.
3. Harvard has sole voting and dispositive power with respect to shares of
Common Stock owned by it. Harvard Management, in its capacity as
investment manager of Harvard, may be deemed to share voting and
dispositive power with respect to the shares of Common Stock it manages
on behalf of Harvard. Harvard and Harvard Management disclaim beneficial
ownership of all shares beneficially owned by all other Reporting
Persons and the Fund. The filing of this Amendment by Harvard Management
shall not be construed as an admission that Harvard Management is, for
the purpose of Section 13(d) or 13(g) of the Exchange Act, the
beneficial owner of any securities covered by this Amendment.
4. Harvard Management disclaims beneficial ownership of all shares of
Common Stock held by Harvard and of all shares of Common Stock sold by
Harvard in the Offering.
(d) No person other than the Reporting Persons has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Common Stock reported as being beneficially owned by such
Reporting Persons.
(e) Not applicable.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
After giving effect to the transactions described in Item 5(c) above,
an aggregate of 321,869 shares of Common Stock owned by MCS, 298,845 shares of
Common Stock owned by Mr. Blatt, 75,467 shares of Common Stock owned by Mr.
Doyle, 23,746 shares of Common Stock owned by Mr. Stanky, 22,548 shares of
Common Stock owned by Mr. Prato, 8,561 shares of Common Stock owned by Mr.
Chapman, 5,647 shares of Common Stock owned by Mr. Marrus, 15,474 shares of
Common Stock owned by Mr. Tulkop, and 6,617 shares of Common Stock owned by Mr.
Harrison, remain subject to the repurchase rights, rights of first refusal and
participation rights pursuant to the TCC Senior Management Agreements, the TCC
Investor Purchase Agreements, the SAS Executive Stock Agreement, and the SAS
Investor Purchase Agreement, as applicable, as described in the Original
Schedule 13D.
On September 4, 1997, the Board of Directors approved the grant of
non-qualified stock options to each of Messrs. Doyle and Blatt to acquire
100,000 shares of Common Stock, respectively, subject to the terms and
conditions of those certain Stock Option Agreements dated September 5, 1997
(each, a "Stock Option Agreement"). A copy of each Stock Option Agreement is
attached as an exhibit to this Amendment and is incorporated herein by
reference.
<PAGE>
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement among the Reporting Persons
(incorporated by reference from Exhibit 1 to the Original
Schedule 13D)
Exhibit 2 Option Agreement, dated September 5, 1997, between the
Issuer and Mitchell Blatt
Exhibit 3 Option Agreement, dated September 5, 1997, between the
Issuer and Robert M. Doyle
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this Amendment is
true, complete and correct.
Dated: June ___, 1998
MCS CAPITAL, INC.
By: /s/ Stephen R. Kerrigan
-------------------------------------
Stephen R. Kerrigan
President
/s/ Stephen R. Kerrigan
-----------------------------------------
Stephen R. Kerrigan
PRESIDENT AND FELLOWS OF HARVARD COLLEGE
By: HARVARD MANAGEMENT COMPANY, INC.
By: /s/ Timothy Peterson
-------------------------------------
Name: Timothy Peterson
Title: Authorized Signatory
By: /s/ Verne Sedlacek
______________________________________
Name: Verne Sedlacek
Title: Authorized Signatory
HARVARD MANAGEMENT COMPANY, INC.
By: /s/ Timothy Peterson
-------------------------------------
Name: Timothy Peterson
Title: Authorized Signatory
/s/ Mitchell Blatt
------------------------------------------
Mitchell Blatt
/s/ Robert M. Doyle
------------------------------------------
Robert M. Doyle
/s/ Michael E. Stanky
------------------------------------------
Michael E. Stanky
/s/ Charles Prato
------------------------------------------
Charles Prato
/s/ James N. Chapman
------------------------------------------
James N. Chapman
/s/ Michael E. Marrus
------------------------------------------
Michael E. Marrus
<PAGE>
/s/ David Tulkop
___________________________________________
David Tulkop
/s/ Russell Harrison
___________________________________________
Russell Harrison
/s/ S.A. Spencer
___________________________________________
S.A. Spencer
/s/ Mary M. Spencer
___________________________________________
Mary M. Spencer
<PAGE>
Exhibit 2
OPTION AGREEMENT
----------------
THIS OPTION AGREEMENT (the "Agreement") is made and entered into this 5th
---------
day of September, 1997, by and between Coinmach Laundry Corporation, a Delaware
corporation (the "Corporation"), and Mitchell Blatt (the "Optionee").
----------- --------
RECITALS
A. Optionee has served and continues to serve as an executive officer of
the Corporation and its subsidiaries, has made and continues to make valuable
contributions to the Corporation, and has rendered and continues to render
certain managerial and advisory and/or other similar services to the Corporation
(collectively, the "Services").
--------
B. In consideration for Optionee's continued provision of the Services,
the Corporation desires to grant to Optionee options to purchase shares of the
Corporation's common stock, par value $.01 per share (the "Common Stock"),
------------
subject to the terms and conditions of this Agreement.
C. In consideration for the grant of such options, Optionee desires to
continue to render Services to the Corporation.
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Grant of Options. Subject to the terms and conditions contained
----------------
herein, the Corporation hereby grants to the Optionee, at no cost or expense to
Optionee of any kind, irrevocable options ("Options") to purchase from the
-------
Corporation 100,000 shares of Common Stock.
2. Non-qualified Stock Options. The Options represented hereby are
---------------------------
non-qualified stock options and are not intended by the Corporation to qualify
under any section of the Internal Revenue Code of 1986, as amended.
3. Exercise Price. Subject to the terms and conditions contained
--------------
herein, each of the Options shall entitle the Optionee to purchase one share of
Common Stock at an exercise price (the "Exercise Price") equal to $11.90 per
--------------
share.
4. Terms of Options. Subject to the terms and conditions contained
----------------
herein, the Optionee shall be entitled to exercise Options to purchase an
aggregate of up to 100,000 shares of Common Stock. Such Options shall be
exercisable by Optionee subject to, and only to the extent that, (i) with
respect to any such option, such Option has vested in accordance with the
vesting schedule set forth below and (ii) at the time of exercise of such Option
all conditions to exercise set forth in this Agreement are satisfied to the
reasonable satisfaction of the board of directors of the Corporation (the
"Board").
-----
<PAGE>
Number of Options Vesting
Vesting Date on the Vesting Date
------------ -------------------------
<TABLE>
<CAPTION>
<S> <C>
September 5, 1997 20,000
September 5, 1998 20,000
September 5, 1999 20,000
September 5, 2000 20,000
September 5, 2001 20,000
</TABLE>
Notwithstanding any provision to the contrary in this Agreement, any
and all Options not exercised on or prior to September 5, 2007 (whether or not
exercisable at such time) shall automatically expire, and Optionee shall have no
rights in or to such Options after such date. The period from the date hereof
to September 5, 2007, shall be referred to herein as the "Option Period".
-------------
Notwithstanding any provision to the contrary in this Agreement,
immediately prior to the closing of a Change of Control Transaction, any and all
Options granted under this Agreement shall be deemed fully vested (whether or
not such options have vested at such time pursuant to the vesting schedule set
forth herein) and shall be exercisable, in whole or in part, by Optionee if, at
the time of exercise, all conditions to exercise set forth in this Agreement
(other than any vesting requirements) have, in the reasonable discretion of the
Board, been satisfied. For purposes of this paragraph 4, a "Change of Control
Transaction" shall be deemed to have occurred when (i) the Corporation shall at
any time cease to own directly 100% of the capital stock of Coinmach Corporation
("Coinmach"), (ii) any "Person" or "group" (as such terms are used in Section
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), excluding Golder, Thoma, Cressey, Rauner Inc. or any entity
controlled thereby ("GTCR"), is or shall become the "beneficial owner" (as
defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or
indirectly, of a greater percentage of Common Stock than is owned by GTCR at
such time, (iii) the Board of Directors of the Corporation shall cease to
consist of a majority of the directors of the Corporation on January 8, 1997 and
other directors (collectively, the "Continuing Directors") whose nomination for
election to the Board of Directors of the Corporation is recommended by the then
Continuing Directors, or (iv) the Corporation or Coinmach (or any successor of
the Corporation or Coinmach by merger or other business combination) shall at
any time sell all or substantially all of its assets.
5. Conditions to Exercise of Options. No Option may be exercised by
---------------------------------
Optionee to the extent that, at the time of such proposed exercise, Optionee is
not, in the reasonable discretion of the Board, providing, when and as requested
by the Corporation, Services in a manner and on economic terms reasonably
satisfactory to the Corporation and consistent with past practice; provided,
--------
however, that (i) upon Optionee's death or incapacitation or (ii) upon
- -------
termination of Optionee's employment by the Corporation without Cause, Optionee
shall be entitled to exercise, pursuant to the terms and conditions of this
Agreement, all Options that have vested on or prior to the date of death or
incapacitation or termination, as the case may be. For purposes of this
Agreement, "Cause" means (i) a material breach of any agreement with the
-----
Corporation, its subsidiaries, affiliates or corporate parent or its
stockholders by Optionee (after notice and reasonable opportunity to cure), (ii)
a breach of Optionee's duty of loyalty to the Corporation or any of its
subsidiaries, affiliates or corporate parent or any act of dishonesty, gross
negligence, willful misconduct or fraud with respect to the Corporation or any
of its subsidiaries, affiliates or corporate parent or any of their respective
stockholders, customers or suppliers, (iii) the commission by Optionee of a
felony, a crime involving moral turpitude or other act or omission tending to
cause harm to the standing and reputation of, or
<PAGE>
otherwise bring public disgrace or disrepute to, the Corporation or any of its
subsidiaries, affiliates or corporate parent, (iv) Optionee's continued failure
or refusal to perform any material duty to the Corporation or any of its
subsidiaries, affiliates or corporate parent which is normally attached to his
position (after notice and reasonable opportunity to cure), or (v) Optionee's
gross negligence or willful misconduct in performing those duties which are
normally attached to his position (after notice and reasonable opportunity to
cure). For purposes of this Agreement, "Optionee's duty of loyalty to the
---------------------------------
Corporation or any of its subsidiaries, affiliates or corporate parent" shall
- ----------------------------------------------------------------------
include Optionee's fiduciary obligation to place the interests of the
Corporation and its subsidiaries, affiliates or corporate parent ahead of his
personal interests and thereby not knowingly profit personally at the expense of
the Corporation or any of its subsidiaries, affiliates or corporate parent, and
shall also include specifically the affirmative obligation to disclose promptly
to the Board any known conflicts of interest Optionee may have with respect to
the Corporation and its subsidiaries, affiliates or corporate parent, and the
negative obligations not to usurp corporate opportunities of the Corporation or
any of its subsidiaries, affiliates or corporate parent, not to engage in any
"conflict-of-interest" transactions with the Corporation or its subsidiaries,
affiliates or corporate parent (without the approval of the Board), and not to
compete directly with the Corporation or its subsidiaries, affiliates or
corporate parent (without the approval of the Board).
6. Exercise Procedure. The Options may be exercised by Optionee,
------------------
subject to the terms and conditions contained herein, in whole or in part, at
any time during the Option Period by prior written notice delivered to the
Corporation. Such notice shall set forth the number of shares of Common Stock
to be purchased. Upon receipt thereof, the Corporation and the Optionee shall
mutually agree to a time and date, not later than 30 days from the delivery date
of such notice, on which to close the exercise of such Options (the "Closing").
-------
7. Closing. At or prior to the Closing, the Optionee shall have
-------
delivered to the Corporation the aggregate Exercise Price of the Options paid in
cash or by certified or bank check or wire transfer to an account designated by
the Corporation. At such time that the Corporation is able to confirm to its
reasonable satisfaction receipt in full of the Exercise Price, the Corporation
shall deliver to Optionee a certificate representing the shares of Common Stock
issued upon exercise of the Options as soon as practicable thereafter.
8. Fractional Shares; Calculations. The Corporation shall not be
-------------------------------
required to issue fractions of a share of Common Stock upon exercise of the
Options. The number of shares of Common Stock subject to the Optionee's Options
shall be rounded to the nearest whole share and the aggregate number of shares
subject to the Options shall be adjusted accordingly. All calculations required
to be made hereunder shall, prior to such rounding, be carried out to at least
the third decimal place.
9. Changes in Stock.
----------------
(a) Subject to any required action by the stockholders of the
Corporation, if at any time while one or more Options granted hereunder are
outstanding, the outstanding shares of Common Stock are increased or decreased
or changed into or exchanged for a different number or kind of shares of the
Corporation through a stock dividend, stock split, reverse stock split, stock
combination, reclassification, reorganization, merger, consolidation or similar
change in corporate structure affecting the kind or number of issued shares of
Common Stock as a class, the Corporation shall equitably adjust the number,
kind, and purchase price of the shares subject to the Option so that the
Optionee shall be entitled to purchase the number of shares which the Optionee
would have received, as a result of the capital change, for the shares of Common
Stock that he would have
<PAGE>
acquired by exercising the Option immediately prior to such capital change, for
the same aggregate Exercise Price as the Optionee would have paid at the prior
time.
(b) In case the Corporation shall be a party to any transaction
(including, without limitation, a merger, consolidation, sale of all or
substantially all of the Corporation's assets or a recapitalization of the
Common Stock) in which the previously outstanding shares of Common Stock shall
be changed into or exchanged for different securities of the Corporation or
common stock or other securities of another corporation or interests in a
noncorporate entity or other property (including cash) or any combination of any
of the foregoing or in case the Corporation shall pay any dividend or make any
distribution to the holders of its Common Stock, other than regularly-scheduled
cash dividends (each such transaction being herein called a "Transaction" and
-----------
the date of consummation of a Transaction being herein called a "Consummation
------------
Date"), then lawful and adequate provision shall be made so that upon the
- ----
exercise hereof at any time after the Consummation Date of such Transaction, the
Optionee shall be entitled to receive, in lieu of the Common Stock issuable
hereunder, the kind and amount of securities or other property to which he or
she would actually have been entitled as a stockholder of the Corporation upon
the consummation of such Transaction, if the Optionee had exercised his Options
immediately prior thereto. The provisions of this Section 9(b) shall similarly
apply to successive Transactions.
10. No Voting or Dividend Rights or Rights to Continued Employment.
--------------------------------------------------------------
Except as may be specifically provided in Section 9 hereof, nothing contained
herein shall be construed as conferring upon the Optionee the rights of a
stockholder of the Corporation in respect of the shares subject to the Options,
including without limitation, the right to vote as a stockholder, or to receive
any dividends paid or other distributions made to, stockholders. If Optionee
is, or hereinafter becomes, an employee or director of the Corporation or any
subsidiary thereof, nothing contained in this Agreement shall be deemed to
confer upon Optionee any right to continued employment with, or a continued
officer or directorship position with, the Corporation or any subsidiary
thereof, nor shall it interfere in any way with the right of the Corporation to
terminate Optionee in accordance with the provisions regarding such termination
set forth in Optionee's written employment agreement with the Corporation, or if
there exists no such agreement, to terminate Optionee at will, and/or terminate
Optionee's directorship or officer position in accordance with the Corporation's
Certificate of Incorporation and By-laws and/or applicable law, as the case may
be.
11. Withholding Tax. Not later than the date as of which an amount
---------------
first must be included in the gross income of Optionee for Federal income tax
purposes with respect to the Options, Optionee may be required to pay the
Corporation, or make arrangements satisfactory to the Corporation regarding the
payment of, any Federal, state and local taxes of any kind required by law to be
withheld or paid with respect to such amount. The obligations of the
Corporation pursuant to this Agreement shall be conditional upon such payments
or arrangements with the Corporation, if such payments or arrangements are
required, and the Corporation shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to
Optionee from the Corporation.
12. Restrictions on Transferability; Legends.
----------------------------------------
(a) This Agreement, the Options granted hereby, the shares of Common
Stock issuable upon exercise thereof, and any other securities issuable pursuant
to Section 9 hereof (collectively, the "Securities") shall not be transferable
----------
by the Optionee without the prior written consent of the Corporation. No
transfer of the Options by Optionee by will or by the laws of descent and
distribution shall be effective to bind the Corporation unless the Corporation
shall have been
<PAGE>
furnished with written notice thereof and a copy of the will and/or such other
evidence as the Corporation may deem necessary to establish the validity of the
transfer and the acceptance by the transferee or transferees of the terms and
conditions of this Agreement and the Options.
(b) Anything in this Agreement to the contrary notwithstanding,
Optionee hereby agrees that Optionee shall not sell, transfer by any means or
otherwise dispose of the Securities without registration under the Securities
Act of 1933, as amended (the "1933 Act"), and compliance with state securities
--------
and Blue Sky laws, or in the event that they are not so registered, unless (i)
an exemption from the 1933 Act registration requirements is available
thereunder, and (ii) Optionee has furnished the Corporation with written notice
of such proposed transfer, and the Corporation's legal counsel, in its
reasonable opinion, shall deem such proposed transfer to be so exempt.
(c) Anything in this Agreement to the contrary notwithstanding,
Optionee hereby agrees that Optionee shall not sell, transfer by any means or
otherwise dispose of the Securities, except in accordance with (i) the
Corporation's policy, if any, regarding the sale and disposition of securities
owned by employees, directors and/or officers of the Corporation, (ii) an
agreement among the stockholders of the Corporation in effect at the time of the
sale of the shares of Common Stock issuable upon exercise of the Options, or
(iii) if such an agreement set forth in clause (ii) above is not in effect, an
agreement among the stockholders of the Corporation reasonably acceptable to the
Corporation pursuant to which the stockholders of the Corporation may, among
other things, establish certain restrictions and rights to maintain continuity
of ownership and control of the Corporation.
(d) Each certificate representing the shares of Common Stock issuable
upon exercise of the Options shall be stamped or otherwise imprinted with the
legends in substantially the following forms:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN
MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH
LAWS, WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL
AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS
CORPORATION, IS AVAILABLE.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
PURSUANT TO AN OPTION AGREEMENT, DATED AS OF SEPTEMBER 5, 1997, A COPY
OF WHICH IS ON FILE WITH THE CORPORATION, AND MAY NOT BE TRANSFERRED,
PLEDGED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND
CONDITIONS THEREOF.
<PAGE>
13. Representations and Warranties of the Corporation. The
-------------------------------------------------
Corporation hereby represents and warrants to, and agrees with, the Optionee
that as of the date hereof:
(a) The Corporation is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.
(b) The Corporation has full corporate power and authority to execute
and deliver this Agreement, to perform its obligations hereunder and to carry
out the transactions contemplated hereby. All corporate acts and other
corporate proceedings required to be taken by or on the part of the Corporation
to authorize the Corporation to carry out this Agreement and the transactions
contemplated hereby have been duly and properly taken.
(c) The shares of Common Stock issuable upon exercise of the Options
have been duly authorized, and when such shares are issued to the Optionee in
accordance with this Agreement, such shares will be validly issued, fully paid
and non-assessable. The Corporation has reserved the required number of shares
of Common Stock for issuance upon exercise of the Options based on the number of
issued and outstanding shares of Common Stock on the date hereof and assuming
the exercise of all of the Options, and will, from time to time, reserve such
additional shares of Common Stock as may become issuable upon exercise of the
Options.
14. Representations and Warranties of the Optionee. The Optionee
----------------------------------------------
hereby represents and warrants to, and agrees with, the Corporation that as of
the date hereof:
(a) Optionee has the requisite legal capacity to execute and deliver
this Agreement, to perform its, his or her other obligations hereunder and to
carry out the transactions contemplated hereby.
(b) Optionee is acquiring and shall acquire the shares of Common Stock
issuable upon exercise of the Options, for Optionee's own account and not with a
view towards the distribution thereof in violation of applicable Federal and
state securities laws.
(c) Optionee acknowledges and agrees that (a) Optionee must bear the
economic risk of the investment in the shares of Common Stock issuable upon
exercise of the Options, which may not be sold by Optionee unless registered
under the 1933 Act or an exemption therefrom is available thereunder and (b) the
Corporation is under no obligation to register the Options or the shares of
Common Stock issuable upon exercise of the Options for sale under the 1933 Act.
(d) Optionee has had both the opportunity to ask questions and receive
answers from the officers and directors of the Corporation and all persons
acting on the Corporation's behalf concerning the terms and conditions of the
Options and this Agreement.
(e) Optionee is aware that the Corporation shall place stop transfer
orders with its transfer agent against the transfer of the shares of Common
Stock issuable upon exercise of the Options in the absence of registration under
the 1933 Act or exemption therefrom as provided herein.
15. No Finders. Neither the Corporation nor the individual parties
----------
hereto have engaged any finder or broker in connection with the execution and
delivery of this Agreement.
16. Notices. Any notice or other communication to be given by any
-------
party hereunder to any other party shall be in writing, delivered personally,
mailed by certified or
<PAGE>
registered mail, return receipt requested, or sent by a nationally recognized
courier service, and shall be addressed to such party at its address hereinabove
stated or to such other address as may have been furnished by any party to the
other parties pursuant to this Section 16, and shall be deemed to be given on
the date of receipt.
17. Miscellaneous.
-------------
(a) Governing Law; Arbitration; Jurisdiction. This Agreement shall be
----------------------------------------
enforced, governed and construed in all respects in accordance with the laws of
the State of New York, without regard to its principles of conflicts of laws.
Any dispute arising hereunder shall be resolved by arbitration before the
American Arbitration Association in the City of New York, pursuant to the rules
of said body then obtaining; provided that any party may seek injunctive or
--------
other equitable relief pursuant to the terms hereof and for such purpose, the
parties hereto irrevocably submit to the exclusive personal jurisdiction of any
state or Federal court located in New York County. The parties irrevocably
waive, to the fullest extent permitted by law, any objection to which they may
now or hereafter have to the laying of the venue of any such suit, action or
proceeding brought in such a court and any claim that any such suit, action or
proceeding has been brought in an inconvenient forum.
(b) Severability. If any provision of this Agreement is invalid or
------------
unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of law. Any
provision hereof that may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision hereof.
(c) Entire Agreement. This Agreement constitutes the entire agreement
----------------
between the parties hereto with respect to the subject matter hereof and may be
amended only by a writing executed by both parties hereto.
(d) Headings. The headings of this Agreement are for convenience only
--------
and shall not affect the meaning of the terms hereof.
(e) Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
(f) Waiver. The waiver by any party hereto of a breach of any
------
provision of this Agreement shall not operate or be construed as a waiver of any
other or subsequent breach.
[SIGNATURE PAGE TO FOLLOW]
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
COINMACH LAUNDRY CORPORATION
/s/ ROBERT M. DOYLE
By: ______________________________
Name: Robert M. Doyle
Title: Senior Vice President
OPTIONEE
/s/ MITCHELL BLATT
___________________________________
Mitchell Blatt
<PAGE>
Exhibit 3
OPTION AGREEMENT
----------------
THIS OPTION AGREEMENT (the "Agreement") is made and entered into this 5th
---------
day of September, 1997, by and between Coinmach Laundry Corporation, a Delaware
corporation (the "Corporation"), and Robert M. Doyle (the "Optionee").
----------- --------
RECITALS
A. Optionee has served and continues to serve as an executive officer of
the Corporation and its subsidiaries, has made and continues to make valuable
contributions to the Corporation, and has rendered and continues to render
certain managerial and advisory and/or other similar services to the Corporation
(collectively, the "Services").
--------
B. In consideration for Optionee's continued provision of the Services,
the Corporation desires to grant to Optionee options to purchase shares of the
Corporation's common stock, par value $.01 per share (the "Common Stock"),
------------
subject to the terms and conditions of this Agreement.
C. In consideration for the grant of such options, Optionee desires to
continue to render Services to the Corporation.
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Grant of Options. Subject to the terms and conditions contained
----------------
herein, the Corporation hereby grants to the Optionee, at no cost or expense to
Optionee of any kind, irrevocable options ("Options") to purchase from the
-------
Corporation 100,000 shares of Common Stock.
2. Non-qualified Stock Options. The Options represented hereby are
---------------------------
non-qualified stock options and are not intended by the Corporation to qualify
under any section of the Internal Revenue Code of 1986, as amended.
3. Exercise Price. Subject to the terms and conditions contained
--------------
herein, each of the Options shall entitle the Optionee to purchase one share of
Common Stock at an exercise price (the "Exercise Price") equal to $11.90 per
--------------
share.
4. Terms of Options. Subject to the terms and conditions contained
----------------
herein, the Optionee shall be entitled to exercise Options to purchase an
aggregate of up to 100,000 shares of Common Stock. Such Options shall be
exercisable by Optionee subject to, and only to the extent that, (i) with
respect to any such option, such Option has vested in accordance with the
vesting schedule set forth below and (ii) at the time of exercise of such Option
all conditions to exercise set forth in this Agreement are satisfied to the
reasonable satisfaction of the board of directors of the Corporation (the
"Board").
-----
<PAGE>
Number of Options Vesting
Vesting Date on the Vesting Date
------------ -------------------------
<TABLE>
<CAPTION>
<S> <C>
September 5, 1997 20,000
September 5, 1998 20,000
September 5, 1999 20,000
September 5, 2000 20,000
September 5, 2001 20,000
</TABLE>
Notwithstanding any provision to the contrary in this Agreement, any
and all Options not exercised on or prior to September 5, 2007 (whether or not
exercisable at such time) shall automatically expire, and Optionee shall have no
rights in or to such Options after such date. The period from the date hereof
to September 5, 2007, shall be referred to herein as the "Option Period".
-------------
Notwithstanding any provision to the contrary in this Agreement,
immediately prior to the closing of a Change of Control Transaction, any and all
Options granted under this Agreement shall be deemed fully vested (whether or
not such options have vested at such time pursuant to the vesting schedule set
forth herein) and shall be exercisable, in whole or in part, by Optionee if, at
the time of exercise, all conditions to exercise set forth in this Agreement
(other than any vesting requirements) have, in the reasonable discretion of the
Board, been satisfied. For purposes of this paragraph 4, a "Change of Control
Transaction" shall be deemed to have occurred when (i) the Corporation shall at
any time cease to own directly 100% of the capital stock of Coinmach Corporation
("Coinmach"), (ii) any "Person" or "group" (as such terms are used in Section
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), excluding Golder, Thoma, Cressey, Rauner Inc. or any entity
controlled thereby ("GTCR"), is or shall become the "beneficial owner" (as
defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or
indirectly, of a greater percentage of Common Stock than is owned by GTCR at
such time, (iii) the Board of Directors of the Corporation shall cease to
consist of a majority of the directors of the Corporation on January 8, 1997 and
other directors (collectively, the "Continuing Directors") whose nomination for
election to the Board of Directors of the Corporation is recommended by the then
Continuing Directors, or (iv) the Corporation or Coinmach (or any successor of
the Corporation or Coinmach by merger or other business combination) shall at
any time sell all or substantially all of its assets.
5. Conditions to Exercise of Options. No Option may be exercised by
---------------------------------
Optionee to the extent that, at the time of such proposed exercise, Optionee is
not, in the reasonable discretion of the Board, providing, when and as requested
by the Corporation, Services in a manner and on economic terms reasonably
satisfactory to the Corporation and consistent with past practice; provided,
--------
however, that (i) upon Optionee's death or incapacitation or (ii) upon
- -------
termination of Optionee's employment by the Corporation without Cause, Optionee
shall be entitled to exercise, pursuant to the terms and conditions of this
Agreement, all Options that have vested on or prior to the date of death or
incapacitation or termination, as the case may be. For purposes of this
Agreement, "Cause" means (i) a material breach of any agreement with the
-----
Corporation, its subsidiaries, affiliates or corporate parent or its
stockholders by Optionee (after notice and reasonable opportunity to cure), (ii)
a breach of Optionee's duty of loyalty to the Corporation or any of its
subsidiaries, affiliates or corporate parent or any act of dishonesty, gross
negligence, willful misconduct or fraud with respect to the Corporation or any
of its subsidiaries, affiliates or corporate parent or any of their respective
stockholders, customers or suppliers, (iii) the commission by Optionee of a
felony, a crime involving moral turpitude or other act or omission tending to
cause harm to the standing and reputation of, or
<PAGE>
otherwise bring public disgrace or disrepute to, the Corporation or any of its
subsidiaries, affiliates or corporate parent, (iv) Optionee's continued failure
or refusal to perform any material duty to the Corporation or any of its
subsidiaries, affiliates or corporate parent which is normally attached to his
position (after notice and reasonable opportunity to cure), or (v) Optionee's
gross negligence or willful misconduct in performing those duties which are
normally attached to his position (after notice and reasonable opportunity to
cure). For purposes of this Agreement, "Optionee's duty of loyalty to the
---------------------------------
Corporation or any of its subsidiaries, affiliates or corporate parent" shall
- ----------------------------------------------------------------------
include Optionee's fiduciary obligation to place the interests of the
Corporation and its subsidiaries, affiliates or corporate parent ahead of his
personal interests and thereby not knowingly profit personally at the expense of
the Corporation or any of its subsidiaries, affiliates or corporate parent, and
shall also include specifically the affirmative obligation to disclose promptly
to the Board any known conflicts of interest Optionee may have with respect to
the Corporation and its subsidiaries, affiliates or corporate parent, and the
negative obligations not to usurp corporate opportunities of the Corporation or
any of its subsidiaries, affiliates or corporate parent, not to engage in any
"conflict-of-interest" transactions with the Corporation or its subsidiaries,
affiliates or corporate parent (without the approval of the Board), and not to
compete directly with the Corporation or its subsidiaries, affiliates or
corporate parent (without the approval of the Board).
6. Exercise Procedure. The Options may be exercised by Optionee,
------------------
subject to the terms and conditions contained herein, in whole or in part, at
any time during the Option Period by prior written notice delivered to the
Corporation. Such notice shall set forth the number of shares of Common Stock
to be purchased. Upon receipt thereof, the Corporation and the Optionee shall
mutually agree to a time and date, not later than 30 days from the delivery date
of such notice, on which to close the exercise of such Options (the "Closing").
-------
7. Closing. At or prior to the Closing, the Optionee shall have
-------
delivered to the Corporation the aggregate Exercise Price of the Options paid in
cash or by certified or bank check or wire transfer to an account designated by
the Corporation. At such time that the Corporation is able to confirm to its
reasonable satisfaction receipt in full of the Exercise Price, the Corporation
shall deliver to Optionee a certificate representing the shares of Common Stock
issued upon exercise of the Options as soon as practicable thereafter.
8. Fractional Shares; Calculations. The Corporation shall not be
-------------------------------
required to issue fractions of a share of Common Stock upon exercise of the
Options. The number of shares of Common Stock subject to the Optionee's Options
shall be rounded to the nearest whole share and the aggregate number of shares
subject to the Options shall be adjusted accordingly. All calculations required
to be made hereunder shall, prior to such rounding, be carried out to at least
the third decimal place.
9. Changes in Stock.
----------------
(a) Subject to any required action by the stockholders of the
Corporation, if at any time while one or more Options granted hereunder are
outstanding, the outstanding shares of Common Stock are increased or decreased
or changed into or exchanged for a different number or kind of shares of the
Corporation through a stock dividend, stock split, reverse stock split, stock
combination, reclassification, reorganization, merger, consolidation or similar
change in corporate structure affecting the kind or number of issued shares of
Common Stock as a class, the Corporation shall equitably adjust the number,
kind, and purchase price of the shares subject to the Option so that the
Optionee shall be entitled to purchase the number of shares which the Optionee
would have received, as a result of the capital change, for the shares of Common
Stock that he would have
<PAGE>
acquired by exercising the Option immediately prior to such capital change, for
the same aggregate Exercise Price as the Optionee would have paid at the prior
time.
(b) In case the Corporation shall be a party to any transaction
(including, without limitation, a merger, consolidation, sale of all or
substantially all of the Corporation's assets or a recapitalization of the
Common Stock) in which the previously outstanding shares of Common Stock shall
be changed into or exchanged for different securities of the Corporation or
common stock or other securities of another corporation or interests in a
noncorporate entity or other property (including cash) or any combination of any
of the foregoing or in case the Corporation shall pay any dividend or make any
distribution to the holders of its Common Stock, other than regularly-scheduled
cash dividends (each such transaction being herein called a "Transaction" and
-----------
the date of consummation of a Transaction being herein called a "Consummation
------------
Date"), then lawful and adequate provision shall be made so that upon the
- ----
exercise hereof at any time after the Consummation Date of such Transaction, the
Optionee shall be entitled to receive, in lieu of the Common Stock issuable
hereunder, the kind and amount of securities or other property to which he or
she would actually have been entitled as a stockholder of the Corporation upon
the consummation of such Transaction, if the Optionee had exercised his Options
immediately prior thereto. The provisions of this Section 9(b) shall similarly
apply to successive Transactions.
10. No Voting or Dividend Rights or Rights to Continued Employment.
--------------------------------------------------------------
Except as may be specifically provided in Section 9 hereof, nothing contained
herein shall be construed as conferring upon the Optionee the rights of a
stockholder of the Corporation in respect of the shares subject to the Options,
including without limitation, the right to vote as a stockholder, or to receive
any dividends paid or other distributions made to, stockholders. If Optionee
is, or hereinafter becomes, an employee or director of the Corporation or any
subsidiary thereof, nothing contained in this Agreement shall be deemed to
confer upon Optionee any right to continued employment with, or a continued
officer or directorship position with, the Corporation or any subsidiary
thereof, nor shall it interfere in any way with the right of the Corporation to
terminate Optionee in accordance with the provisions regarding such termination
set forth in Optionee's written employment agreement with the Corporation, or if
there exists no such agreement, to terminate Optionee at will, and/or terminate
Optionee's directorship or officer position in accordance with the Corporation's
Certificate of Incorporation and By-laws and/or applicable law, as the case may
be.
11. Withholding Tax. Not later than the date as of which an amount
---------------
first must be included in the gross income of Optionee for Federal income tax
purposes with respect to the Options, Optionee may be required to pay the
Corporation, or make arrangements satisfactory to the Corporation regarding the
payment of, any Federal, state and local taxes of any kind required by law to be
withheld or paid with respect to such amount. The obligations of the
Corporation pursuant to this Agreement shall be conditional upon such payments
or arrangements with the Corporation, if such payments or arrangements are
required, and the Corporation shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to
Optionee from the Corporation.
12. Restrictions on Transferability; Legends.
----------------------------------------
(a) This Agreement, the Options granted hereby, the shares of Common
Stock issuable upon exercise thereof, and any other securities issuable pursuant
to Section 9 hereof (collectively, the "Securities") shall not be transferable
----------
by the Optionee without the prior written consent of the Corporation. No
transfer of the Options by Optionee by will or by the laws of descent and
distribution shall be effective to bind the Corporation unless the Corporation
shall have been
<PAGE>
furnished with written notice thereof and a copy of the will and/or such other
evidence as the Corporation may deem necessary to establish the validity of the
transfer and the acceptance by the transferee or transferees of the terms and
conditions of this Agreement and the Options.
(b) Anything in this Agreement to the contrary notwithstanding,
Optionee hereby agrees that Optionee shall not sell, transfer by any means or
otherwise dispose of the Securities without registration under the Securities
Act of 1933, as amended (the "1933 Act"), and compliance with state securities
--------
and Blue Sky laws, or in the event that they are not so registered, unless (i)
an exemption from the 1933 Act registration requirements is available
thereunder, and (ii) Optionee has furnished the Corporation with written notice
of such proposed transfer, and the Corporation's legal counsel, in its
reasonable opinion, shall deem such proposed transfer to be so exempt.
(c) Anything in this Agreement to the contrary notwithstanding,
Optionee hereby agrees that Optionee shall not sell, transfer by any means or
otherwise dispose of the Securities, except in accordance with (i) the
Corporation's policy, if any, regarding the sale and disposition of securities
owned by employees, directors and/or officers of the Corporation, (ii) an
agreement among the stockholders of the Corporation in effect at the time of the
sale of the shares of Common Stock issuable upon exercise of the Options, or
(iii) if such an agreement set forth in clause (ii) above is not in effect, an
agreement among the stockholders of the Corporation reasonably acceptable to the
Corporation pursuant to which the stockholders of the Corporation may, among
other things, establish certain restrictions and rights to maintain continuity
of ownership and control of the Corporation.
(d) Each certificate representing the shares of Common Stock issuable
upon exercise of the Options shall be stamped or otherwise imprinted with the
legends in substantially the following forms:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN
MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH
LAWS, WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL
AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS
CORPORATION, IS AVAILABLE.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
PURSUANT TO AN OPTION AGREEMENT, DATED AS OF SEPTEMBER 5, 1997, A COPY
OF WHICH IS ON FILE WITH THE CORPORATION, AND MAY NOT BE TRANSFERRED,
PLEDGED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND
CONDITIONS THEREOF.
<PAGE>
13. Representations and Warranties of the Corporation. The
-------------------------------------------------
Corporation hereby represents and warrants to, and agrees with, the Optionee
that as of the date hereof:
(a) The Corporation is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.
(b) The Corporation has full corporate power and authority to execute
and deliver this Agreement, to perform its obligations hereunder and to carry
out the transactions contemplated hereby. All corporate acts and other
corporate proceedings required to be taken by or on the part of the Corporation
to authorize the Corporation to carry out this Agreement and the transactions
contemplated hereby have been duly and properly taken.
(c) The shares of Common Stock issuable upon exercise of the Options
have been duly authorized, and when such shares are issued to the Optionee in
accordance with this Agreement, such shares will be validly issued, fully paid
and non-assessable. The Corporation has reserved the required number of shares
of Common Stock for issuance upon exercise of the Options based on the number of
issued and outstanding shares of Common Stock on the date hereof and assuming
the exercise of all of the Options, and will, from time to time, reserve such
additional shares of Common Stock as may become issuable upon exercise of the
Options.
14. Representations and Warranties of the Optionee. The Optionee
----------------------------------------------
hereby represents and warrants to, and agrees with, the Corporation that as of
the date hereof:
(a) Optionee has the requisite legal capacity to execute and deliver
this Agreement, to perform its, his or her other obligations hereunder and to
carry out the transactions contemplated hereby.
(b) Optionee is acquiring and shall acquire the shares of Common Stock
issuable upon exercise of the Options, for Optionee's own account and not with a
view towards the distribution thereof in violation of applicable Federal and
state securities laws.
(c) Optionee acknowledges and agrees that (a) Optionee must bear the
economic risk of the investment in the shares of Common Stock issuable upon
exercise of the Options, which may not be sold by Optionee unless registered
under the 1933 Act or an exemption therefrom is available thereunder and (b) the
Corporation is under no obligation to register the Options or the shares of
Common Stock issuable upon exercise of the Options for sale under the 1933 Act.
(d) Optionee has had both the opportunity to ask questions and receive
answers from the officers and directors of the Corporation and all persons
acting on the Corporation's behalf concerning the terms and conditions of the
Options and this Agreement.
(e) Optionee is aware that the Corporation shall place stop transfer
orders with its transfer agent against the transfer of the shares of Common
Stock issuable upon exercise of the Options in the absence of registration under
the 1933 Act or exemption therefrom as provided herein.
15. No Finders. Neither the Corporation nor the individual parties
----------
hereto have engaged any finder or broker in connection with the execution and
delivery of this Agreement.
16. Notices. Any notice or other communication to be given by any
-------
party hereunder to any other party shall be in writing, delivered personally,
mailed by certified or
<PAGE>
registered mail, return receipt requested, or sent by a nationally recognized
courier service, and shall be addressed to such party at its address hereinabove
stated or to such other address as may have been furnished by any party to the
other parties pursuant to this Section 16, and shall be deemed to be given on
the date of receipt.
17. Miscellaneous.
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(a) Governing Law; Arbitration; Jurisdiction. This Agreement shall be
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enforced, governed and construed in all respects in accordance with the laws of
the State of New York, without regard to its principles of conflicts of laws.
Any dispute arising hereunder shall be resolved by arbitration before the
American Arbitration Association in the City of New York, pursuant to the rules
of said body then obtaining; provided that any party may seek injunctive or
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other equitable relief pursuant to the terms hereof and for such purpose, the
parties hereto irrevocably submit to the exclusive personal jurisdiction of any
state or Federal court located in New York County. The parties irrevocably
waive, to the fullest extent permitted by law, any objection to which they may
now or hereafter have to the laying of the venue of any such suit, action or
proceeding brought in such a court and any claim that any such suit, action or
proceeding has been brought in an inconvenient forum.
(b) Severability. If any provision of this Agreement is invalid or
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unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of law. Any
provision hereof that may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision hereof.
(c) Entire Agreement. This Agreement constitutes the entire agreement
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between the parties hereto with respect to the subject matter hereof and may be
amended only by a writing executed by both parties hereto.
(d) Headings. The headings of this Agreement are for convenience only
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and shall not affect the meaning of the terms hereof.
(e) Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
(f) Waiver. The waiver by any party hereto of a breach of any
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provision of this Agreement shall not operate or be construed as a waiver of any
other or subsequent breach.
[SIGNATURE PAGE TO FOLLOW]
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
COINMACH LAUNDRY CORPORATION
By: /s/ MITCHELL BLATT
______________________________
Name: Mitchell Blatt
Title: President
OPTIONEE
/s/ ROBERT M. DOYLE
___________________________________
Robert M. Doyle
