UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
FINISHMASTER, INC.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
31787P 10 8
(CUSIP Number)
Andre B. Lacy Copy to:
Chairman and CEO Robert H. Reynolds, Esq.
LDI AutoPaints, Inc. Barnes & Thornburg
Lacy Distribution, Inc. 1313 Merchants Bank Building
LDI Management, Inc. 11 S. Meridian Street, Suite 1313
251 N. Illinois Street, Suite 1800 Indianapolis, Indiana 46204
Indianapolis, Indiana 46204 (317) 638-1313
(317) 237-2251
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 9, 1996
(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(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with this statement |_|. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*This Amendment No. 1 provides certain updated information with respect to the
facts set forth in the Schedule 13D filed jointly with the Securities and
Exchange Commission on June 13, 1996 by the reporting persons (not including LDI
AutoPaints, Inc.).
PAGE 1 OF 17
<PAGE>
SCHEDULE 13D
- ------------------------------------- ----------------------------------------
CUSIP No. 31787P 10 8 Page 2 of 17 Pages
- ------------------------------------- ----------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON LDI AutoPaints, Inc.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Indiana
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER 0
NUMBER OF -----------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 4,045,000*
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON -----------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER 4,045,000*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,045,000*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.4%*
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* At a closing held on July 9, 1996, LDI AutoPaints, Inc., an Indiana
corporation ("AutoPaints"), and Maxco, Inc., a Michigan corporation
("Maxco") consummated the purchase and sale of all 4,045,000 shares of
common stock, without par value ("Common Stock"), of FinishMaster, Inc.
("Issuer") owned by Maxco (the "Stock Purchase"). The Stock Purchase was
consummated pursuant to a Stock Purchase Agreement dated June 5, 1996 (the
"Purchase Agreement") among Lacy Distribution, Inc., an Indiana corporation
and the corporate parent of AutoPaints ("Lacy"), Maxco, and LDI, Ltd.
("LDI"), an Indiana limited partnership and the parent entity of both Lacy
and AutoPaints. Under an Assignment and Assumption Agreement dated as of
the Closing Date, Lacy assigned all its right, title and interest in and to
the Purchase Agreement to AutoPaints, and AutoPaints assumed of all
obligations, duties, covenants and conditions of Lacy thereunder with
respect to the purchase of the Shares, all with the consent of LDI and
Maxco. As a result of the Stock Purchase, AutoPaints is now the record and
beneficial owner of 67.4% of the total issued and outstanding shares of
Common Stock of the Issuer. AutoPaints is a wholly-owned subsidiary of
Lacy. Lacy is a wholly-owned subsidiary of LDI. LDI has two general
partners: (i) LDI Management, Inc., an Indiana corporation ("LDIM"), which
serves as the managing general partner, and (ii) Andre B. Lacy. This
Amendment No. 1 amends the prior Schedule 13D filed jointly by Lacy, LDI,
LDIM and Andre B. Lacy on June 13, 1996.
<PAGE>
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 31787P 10 8 Page 3 of 17 Pages
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Lacy Distribution, Inc.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS BK, WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Indiana
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER 0
NUMBER OF ----------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 4,045,000*
OWNED BY ----------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON ----------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER 4,045,000*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,045,000*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.4%*
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO, HC
- --------------------------------------------------------------------------------
* At a closing held on July 9, 1996, LDI AutoPaints, Inc., an Indiana
corporation ("AutoPaints"), and Maxco, Inc., a Michigan corporation
("Maxco") consummated the purchase and sale of all 4,045,000 shares of
common stock, without par value ("Common Stock"), of FinishMaster, Inc.
("Issuer") owned by Maxco (the "Stock Purchase"). The Stock Purchase was
consummated pursuant to a Stock Purchase Agreement dated June 5, 1996 (the
"Purchase Agreement") among Lacy Distribution, Inc., an Indiana corporation
and the corporate parent of AutoPaints ("Lacy"), Maxco, and LDI, Ltd.
("LDI"), an Indiana limited partnership and the parent entity of both Lacy
and AutoPaints. Under an Assignment and Assumption Agreement dated as of
the Closing Date, Lacy assigned all its right, title and interest in and to
the Purchase Agreement to AutoPaints, and AutoPaints assumed of all
obligations, duties, covenants and conditions of Lacy thereunder with
respect to the purchase of the Shares, all with the consent of LDI and
Maxco. As a result of the Stock Purchase, AutoPaints is now the record and
beneficial owner of 67.4% of the total issued and outstanding shares of
Common Stock of the Issuer. AutoPaints is a wholly-owned subsidiary of
Lacy. Lacy is a wholly-owned subsidiary of LDI. LDI has two general
partners: (i) LDI Management, Inc., an Indiana corporation ("LDIM"), which
serves as the managing general partner, and (ii) Andre B. Lacy. This
Amendment No. 1 amends the prior Schedule 13D filed jointly by Lacy, LDI,
LDIM and Andre B. Lacy on June 13, 1996.
<PAGE>
SCHEDULE 13D
- --------------------------------------- --------------------------------------
CUSIP No. 31787P 10 8 Page 4 of 17 Pages
- --------------------------------------- --------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON LDI, Ltd.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Indiana
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER 0
NUMBER OF ---------------------------------------------------------------
SHARES 8 SHARED VOTING POWER 4,045,100*
BENEFICIALLY
OWNED BY ---------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON
WITH ---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER 4,045,100*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,450,100*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.4%*
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN, HC
- --------------------------------------------------------------------------------
* At a closing held on July 9, 1996, LDI AutoPaints, Inc., an Indiana
corporation ("AutoPaints"), and Maxco, Inc., a Michigan corporation
("Maxco") consummated the purchase and sale of all 4,045,000 shares of
common stock, without par value ("Common Stock"), of FinishMaster, Inc.
("Issuer") owned by Maxco (the "Stock Purchase"). The Stock Purchase was
consummated pursuant to a Stock Purchase Agreement dated June 5, 1996 (the
"Purchase Agreement") among Lacy Distribution, Inc., an Indiana corporation
and the corporate parent of AutoPaints ("Lacy"), Maxco, and LDI, Ltd.
("LDI"), an Indiana limited partnership and the parent entity of both Lacy
and AutoPaints. Under an Assignment and Assumption Agreement dated as of
the Closing Date, Lacy assigned all its right, title and interest in and to
the Purchase Agreement to AutoPaints, and AutoPaints assumed of all
obligations, duties, covenants and conditions of Lacy thereunder with
respect to the purchase of the Shares, all with the consent of LDI and
Maxco. As a result of the Stock Purchase, AutoPaints is now the record and
beneficial owner of 67.4% of the total issued and outstanding shares of
Common Stock of the Issuer. AutoPaints is a wholly-owned subsidiary of
Lacy. Lacy is a wholly-owned subsidiary of LDI. LDI has two general
partners: (i) LDI Management, Inc., an Indiana corporation ("LDIM"), which
serves as the managing general partner, and (ii) Andre B. Lacy. This
Amendment No. 1 amends the prior Schedule 13D filed jointly by Lacy, LDI,
LDIM and Andre B. Lacy on June 13, 1996.
<PAGE>
SCHEDULE 13D
- -------------------------------------- --------------------------------------
CUSIP No. 31787P 10 8 Page 5 of 17 Pages
- -------------------------------------- --------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON LDI Management, Inc.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Indiana
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER 0
NUMBER OF -----------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 4,045,100*
OWNED BY -----------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON -----------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER 4,045,100*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,045,100*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.4%*
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* At a closing held on July 9, 1996, LDI AutoPaints, Inc., an Indiana
corporation ("AutoPaints"), and Maxco, Inc., a Michigan corporation
("Maxco") consummated the purchase and sale of all 4,045,000 shares of
common stock, without par value ("Common Stock"), of FinishMaster, Inc.
("Issuer") owned by Maxco (the "Stock Purchase"). The Stock Purchase was
consummated pursuant to a Stock Purchase Agreement dated June 5, 1996 (the
"Purchase Agreement") among Lacy Distribution, Inc., an Indiana corporation
and the corporate parent of AutoPaints ("Lacy"), Maxco, and LDI, Ltd.
("LDI"), an Indiana limited partnership and the parent entity of both Lacy
and AutoPaints. Under an Assignment and Assumption Agreement dated as of
the Closing Date, Lacy assigned all its right, title and interest in and to
the Purchase Agreement to AutoPaints, and AutoPaints assumed of all
obligations, duties, covenants and conditions of Lacy thereunder with
respect to the purchase of the Shares, all with the consent of LDI and
Maxco. As a result of the Stock Purchase, AutoPaints is now the record and
beneficial owner of 67.4% of the total issued and outstanding shares of
Common Stock of the Issuer. AutoPaints is a wholly-owned subsidiary of
Lacy. Lacy is a wholly-owned subsidiary of LDI. LDI has two general
partners: (i) LDI Management, Inc., an Indiana corporation ("LDIM"), which
serves as the managing general partner, and (ii) Andre B. Lacy. This
Amendment No. 1 amends the prior Schedule 13D filed jointly by Lacy, LDI,
LDIM and Andre B. Lacy on June 13, 1996.
<PAGE>
SCHEDULE 13D
- --------------------------------------- -------------------------------------
CUSIP No. 31787P 10 8 Page 6 of 17 Pages
- --------------------------------------- -------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Andre B. Lacy
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER 0
NUMBER OF ---------------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 4,045,100*
OWNED BY ---------------------------------------------------------------
EACH
REPORTING 9 SOLE DISPOSITIVE POWER 0
PERSON ---------------------------------------------------------------
WITH
10 SHARED DISPOSITIVE POWER 4,045,100*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,045,100*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.4%*
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
* At a closing held on July 9, 1996, LDI AutoPaints, Inc., an Indiana
corporation ("AutoPaints"), and Maxco, Inc., a Michigan corporation
("Maxco") consummated the purchase and sale of all 4,045,000 shares of
common stock, without par value ("Common Stock"), of FinishMaster, Inc.
("Issuer") owned by Maxco (the "Stock Purchase"). The Stock Purchase was
consummated pursuant to a Stock Purchase Agreement dated June 5, 1996 (the
"Purchase Agreement") among Lacy Distribution, Inc., an Indiana corporation
and the corporate parent of AutoPaints ("Lacy"), Maxco, and LDI, Ltd.
("LDI"), an Indiana limited partnership and the parent entity of both Lacy
and AutoPaints. Under an Assignment and Assumption Agreement dated as of
the Closing Date, Lacy assigned all its right, title and interest in and to
the Purchase Agreement to AutoPaints, and AutoPaints assumed of all
obligations, duties, covenants and conditions of Lacy thereunder with
respect to the purchase of the Shares, all with the consent of LDI and
Maxco. As a result of the Stock Purchase, AutoPaints is now the record and
beneficial owner of 67.4% of the total issued and outstanding shares of
Common Stock of the Issuer. AutoPaints is a wholly-owned subsidiary of
Lacy. Lacy is a wholly-owned subsidiary of LDI. LDI has two general
partners: (i) LDI Management, Inc., an Indiana corporation ("LDIM"), which
serves as the managing general partner, and (ii) Andre B. Lacy. This
Amendment No. 1 amends the prior Schedule 13D filed jointly by Lacy, LDI,
LDIM and Andre B. Lacy on June 13, 1996.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
Title of Security: Common Stock, No Par Value
Issuer: FinishMaster, Inc.
4529 40th Street, S.E.
Kentwood, Michigan 49512
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c), (f) This Statement is being filed jointly by: (i) LDI
AutoPaints, Inc. ("AutoPaints"), (ii) Lacy Distribution, Inc. ("Lacy"), (iii)
LDI, Ltd. ("LDI"), (iv) LDI Management, Inc. ("LDIM") and (v) Andre B. Lacy
(collectively, the "Reporting Persons"). This Statement constitutes Amendment
No. 1 to a Schedule 13D filed jointly by the Reporting Persons (other than
AutoPaints) on June 13, 1996 and, as such, provides certain updated information
with respect to the facts set forth in such original Schedule 13D. Attached
hereto as Exhibit 6 is a copy of an agreement among AutoPaints, Lacy, LDI, LDIM
and Andre B. Lacy relating to the joint filing of this Statement as required by
Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended.
AutoPaints, an Indiana corporation formed on April 30, 1996 and a
wholly-owned subsidiary of Lacy, is engaged in the distribution of automotive
paints and refinishing supplies. Its principal business address, and the address
of its principal office, is 251 N. Illinois Street, Suite 1800, Indianapolis,
Indiana 46204.
Lacy, an Indiana corporation and a wholly-owned subsidiary of LDI, is a
holding company for LDI's distribution group, which consists of Ed Tucker
Distributor, Inc., Answer Products, Inc., Tucker Rocky Distributing Canada,
Inc., and Pike's Peak Motorcycle Supply, Ltd. (collectively, the "Tucker-Rocky
Distributing Companies") and Major Video Concepts, Inc. The Tucker-Rocky
Distributing Companies are the world's largest wholesale distributor of
after-market parts, apparel and accessories for motorcycle, watercraft and
snowmobile enthusiasts. Major Video Concepts, Inc. is one of the country's
largest wholesale distributor of movie cassettes. Lacy's principal business
address, and the address of its principal office, is 251 N. Illinois Street,
Suite 1800, Indianapolis, Indiana 46204.
LDI, an Indiana limited partnership, is a privately-held management and
investment holding company. LDI's holdings include Lacy (its wholesale
distribution group), a door and lumber millwork group, and a private investment
portfolio. Its principal business address, and the address of its principal
office, is 251 N. Illinois Street, Suite 1800, Indianapolis, Indiana 46204.
7 of 17
<PAGE>
LDIM, an Indiana corporation, is the managing general partner of LDI.
Its principal business address, and the address of its principal office, is 251
N. Illinois Street, Suite 1800, Indianapolis, Indiana 46204.
Andre B. Lacy is a general partner of LDI and the sole shareholder of
LDIM. The schedule set forth in Exhibit 2 annexed hereto, which provides
identity and background information on Mr. Lacy and the directors, executive
officers and 5% or greater controlling shareholders of AutoPaints, Lacy and
LDIM, is incorporated herein by reference.
(d) and (e) During the last five years, none of AutoPaints, Lacy, LDI,
LDIM, Andre B. Lacy, nor any persons controlling AutoPaints, Lacy, LDI or LDIM,
nor, to the best knowledge of AutoPaints, Lacy, LDI, LDIM or Andre B. Lacy, any
of the persons listed on Exhibit 2 annexed hereto, (i) has been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors) or
(ii) was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, Federal or State securities laws or finding any violation
of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
At a closing held on July 9, 1996 (the "Closing Date"), AutoPaints and
Maxco, Inc., a Michigan corporation ("Maxco") consummated the purchase and sale
of all 4,045,000 shares of common stock, without par value ("Common Stock"), of
the Issuer which were owned by Maxco (the "Stock Purchase"). The shares
purchased and sold in the Stock Purchase (the "Shares") represent 67.4% of the
total issued and outstanding shares of Common Stock of the Issuer.
The Stock Purchase was consummated pursuant to a Stock Purchase
Agreement dated June 5, 1996 (the "Purchase Agreement") among Lacy, Maxco, and
LDI. Under an Assignment and Assumption Agreement dated as of the Closing Date,
Lacy assigned all its right, title and interest in and to the Purchase Agreement
to AutoPaints, and AutoPaints assumed of all obligations, duties, covenants and
conditions of Lacy thereunder with respect to the purchase of the Shares, all
with the consent of LDI and Maxco. As a result of the Stock Purchase, AutoPaints
is now the beneficial owner of 67.4% of the total issued and outstanding shares
of Common Stock of the Issuer. A copy of the Assignment and Assumption Agreement
is attached hereto as Exhibit 5.
AutoPaints purchased the Shares from Maxco at a price of $11.50 per
Share, or $46,517,500 in the aggregate (the "Purchase Price"). Pursuant to the
Purchase Agreement, Maxco and certain directors of the Issuer prior to the
Closing Date who are also directors of Maxco (the "Individual Restricted
Parties") entered into a Non-Competition Agreement with Lacy, effective as of
the Closing Date, pursuant to which Maxco and the Individual Restricted Parties
are to receive consideration in the aggregate amount of $16,500,000 (the
8 of 17
<PAGE>
"Non-Compete Consideration"). The Non-Compete Consideration is payable according
to the following schedule: (i) $12,000,000 was paid to Maxco on the Closing
Date, and (ii) $4,500,000 in the aggregate is to be paid to Maxco and the four
Individual Restricted Parties in five annual installments of $900,000 each
commencing in July, 1997. Of each such annual installment of $900,000, $20,000
is payable to each of the four Individual Restricted Parties and the remainder
($820,000) is payable to Maxco.
A portion of the Purchase Price was obtained under an existing
$200,000,000 revolving credit facility evidenced by a Credit Agreement dated as
of March 29, 1996, as amended from time to time, among LDI, Lacy, various
financial institutions and Bank of America National Trust and Savings
Association, as Agent. The obligation of the lenders to make the loans under the
Credit Agreement is subject to the satisfaction of certain customary conditions
and covenants. Borrowings under the Credit Agreement are guaranteed by each of
LDI's and Lacy's significant operating subsidiaries and affiliates, but will not
be guaranteed by Issuer. Borrowings under the Credit Agreement are otherwise
unsecured.
ITEM 4. PURPOSE OF TRANSACTION.
(a)-(j) As a result of the consummation of the Stock Purchase,
AutoPaints is the record and beneficial owner of approximately 67.4% of the
issued and outstanding shares of Common Stock of Issuer. The acquisition by
AutoPaints of a majority interest in Issuer is part of LDI's strategic business
plan and growth strategy. As part of its planning process, LDI identified the
automotive paint and refinishing industry as an opportunity that would allow LDI
to utilize its experience in distribution businesses. (See response to Item 2
hereof for a discussion of LDI's distribution business.) In analyzing this
industry, LDI became familiar with Issuer and approached Seller about selling
its interest in Issuer. Issuer is one of the nation's largest distributors of
automotive paints, coatings and paint-related accessories.
In accordance with the Purchase Agreement, six (6) individuals executed
and delivered their resignations as directors of the Issuer, effective
immediately upon the closing of the Stock Purchase (the "Closing").
Simultaneously therewith, certain individuals designated by Lacy and AutoPaints
were elected to the Board of Directors of the Issuer to fill the vacancies
created by such resignations. In addition, effective immediately upon the
Closing, certain officers of the Issuer who are also officers of Maxco executed
and delivered their resignations as officers of the Issuer.
The following individuals resigned as directors and/or officers of the
Issuer as of the Closing Date (collectively, the "Resigning Directors"): (i) Max
A. Coon - Chairman of the Board; (ii) Eric L. Cross - Secretary and Director;
(iii) Richard G. Johns - Director; (iv) Vincent Shunsky - Treasurer and
Director, (v) Douglas A. Milbury - Director; and (vi) Gary W. Ross - Director.
9 of 17
<PAGE>
The following individuals have been elected to the Board of Directors
of the Issuer to fill the vacancies created by such resignations (collectively,
the "Designated Directors"): (a) Andre B. Lacy, (b) Thomas U. Young, (c) Margot
L. Eccles, (d) William J. Fennessy and (e) Walter S. Wiseman. The Designated
Directors, together with Messrs. Michael J. Siereveld, James F. White and Ronald
P. White, constitute an interim Board of Directors of the Issuer following the
Stock Purchase.
At an organizational meeting held on July 10, 1996 (the "Organizational
Meeting"), the interim Board of Directors of the Issuer nominated the existing
directors for election at the next annual shareholders' meeting. The Reporting
Persons currently plan to recruit one or more additional individuals with
relevant industry and/or public company experience to serve as independent
directors of the Issuer. Such individuals, if successfully recruited, would join
the members of the existing Board of Directors as director-nominees for election
at the next annual shareholders' meeting.
In addition, at the Organizational Meeting, the Board of Directors of
the Issuer elected the following individuals as officers of the Issuer, in part
to fill certain vacancies created as a result of the Stock Purchase:
Name Office
Andre B. Lacy Chairman of the Board and
Chief Executive Officer
Thomas U. Young Vice Chairman of the Board
Ronald P. White President and
Chief Operating Officer
Michael J. Siereveld Senior Vice President
Roger A. Sorokin Vice President - Finance
Christopher R. Banner Vice President - Operations
William J. Fennessy Treasurer
Robert H. Reynolds Secretary
Finally, at the Organizational Meeting, the Board of Directors of the
Issuer considered and adopted a proposal to change the corporate domicile of the
Issuer from Michigan to Indiana and recommended that the proposal be submitted
to the shareholders of the Issuer for approval at the next annual shareholders'
meeting.
Prior to the consummation of the Stock Purchase, the Board of Directors
of Issuer, as required by the Purchase Agreement, took all actions necessary to
amend the articles of incorporation and by-laws of the Issuer to exempt the
Issuer and the Stock Purchase from the provisions of the Michigan Control Share
Acquisition Law and the Michigan Business Combination Law.
10 of 17
<PAGE>
Although the Reporting Persons may develop other plans or proposals for
Issuer in the future, none of the Reporting Persons have any current plans or
proposals, other than those described above in response to this Item 4, which
relate to or would result in:
(a) the acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or its wholly-owned
subsidiary;
(c) a sale or transfer of a material amount of assets of the
Issuer or its wholly-owned subsidiary;
(d) any other change in the present board of directors or
management of the Issuer, including any plans or proposals to change
the number or term of directors or to fill any existing vacancies on
the board;
(e) any material change in the present capitalization or
dividend policy of the Issuer;
(f) any other material change in the Issuer's business or
corporate structure;
(g) any other changes in the Issuer's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1940, as amended; or
(j) any action similar to any of those enumerated above.
11 of 17
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) AutoPaints beneficially owns 4,045,000 Shares, representing
approximately 67.4% of the issued and outstanding shares of common stock of the
Issuer.
Lacy, as the sole shareholder of AutoPaints, beneficially owns
4,045,000 Shares, representing approximately 67.4% of the issued and outstanding
shares of common stock of the Issuer.
LDI, as the sole shareholder of Lacy, beneficially owns 4,045,100
Shares, representing approximately 67.4% of the issued and outstanding shares of
common stock of the Issuer. In addition to the Shares to be acquired by Lacy
pursuant to the Purchase Agreement, LDI owns 100 shares of common stock of
Issuer which it acquired on August 3, 1995.
LDIM, as the managing general partner of LDI, beneficially owns
4,045,100 Shares, representing approximately 67.4% of the issued and outstanding
shares of common stock of the Issuer.
Andre B. Lacy, as a general partner of LDI and the sole shareholder of
LDIM, beneficially owns 4,045,100 Shares, representing approximately 67.4% of
the issued and outstanding shares of common stock of the Issuer.
(b) At a closing held on July 9, 1996, AutoPaints and Maxco, Inc.
consummated the Stock Purchase pursuant to the Stock Purchase Agreement.
Pursuant to the Assignment and Assumption Agreement, Lacy assigned all its
right, title and interest in and to the Purchase Agreement to AutoPaints, and
AutoPaints assumed of all obligations, duties, covenants and conditions of Lacy
thereunder with respect to the purchase of the Shares, all with the consent of
LDI and Maxco. As a result of the Stock Purchase, AutoPaints is now the record
and beneficial owner of 67.4% of the total issued and outstanding shares of
Common Stock of the Issuer. AutoPaints is a wholly-owned subsidiary of Lacy.
Lacy is a wholly-owned subsidiary of LDI. LDI has two general partners: (i)
LDIM, which serves as the managing general partner, and (ii) Andre B. Lacy.
In addition to the Shares acquired by AutoPaints in the Stock Purchase,
LDI owns 100 shares of Common Stock of Issuer which it acquired on August 3,
1995.
12 of 17
<PAGE>
Auto Paints:
Sole Voting Power: 0
Shared Voting Power: 4,045,000
Sole Dispositive Power: 0
Shared Dispositive Power: 4,045,000
Lacy:
Sole Voting Power: 0
Shared Voting Power: 4,045,000
Sole Dispositive Power: 0
Shared Dispositive Power: 4,045,000
LDI:
Sole Voting Power: 0
Shared Voting Power: 4,045,100
Sole Dispositive Power: 0
Shared Dispositive Power: 4,045,100
LDIM:
Sole Voting Power: 0
Shared Voting Power: 4,045,100
Sole Dispositive Power: 0
Shared Dispositive Power: 4,045,100
Andre B. Lacy:
Sole Voting Power: 0
Shared Voting Power: 4,045,100
Sole Dispositive Power: 0
Shared Dispositive Power: 4,045,100
(c) Other than the execution of the Purchase Agreement and the
consummation of the Stock Purchase described above, no other transactions in the
shares of common stock of the Issuer were effected during the past sixty days by
the persons named in response to Item 5(a) hereof.
(d) Not applicable.
(e) Not applicable.
13 of 17
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The Stock Purchase was consummated on the Closing Date pursuant to the
Purchase Agreement. Under an Assignment and Assumption Agreement dated as of the
Closing Date, Lacy assigned all its right, title and interest in and to the
Purchase Agreement to AutoPaints, and AutoPaints assumed of all obligations,
duties, covenants and conditions of Lacy thereunder with respect to the purchase
of the Shares, all with the consent of LDI and Maxco. As a result of the Stock
Purchase, AutoPaints is now the beneficial owner of 67.4% of the total issued
and outstanding shares of Common Stock of the Issuer.
The Purchase Price for the Shares under the Purchase Agreement was
$11.50 per Share, or $46,517,500 in the aggregate. Pursuant to the Purchase
Agreement, Maxco and the Individual Restricted Parties entered into a
Non-Competition Agreement with Lacy, effective as of the Closing Date, pursuant
to which Maxco and the Individual Restricted Parties are to receive the
Non-Compete Consideration. The Non-Compete Consideration is payable according to
the following schedule: (i) $12,000,000 was paid to Maxco on the Closing Date,
and (ii) $4,500,000 in the aggregate is to be paid to Maxco and the four
Individual Restricted Parties in five annual installments of $900,000 each
commencing in July, 1997. Of each such annual installment of $900,000, $20,000
is payable to each of the four Individual Restricted Parties and the remainder
($820,000) is payable to Maxco.
A portion of the Purchase Price was obtained under an existing
$200,000,000 revolving credit facility evidenced by a Credit Agreement dated as
of March 29, 1996, as amended from time to time, among LDI, Lacy, various
financial institutions and Bank of America National Trust and Savings
Association, as Agent. The obligation of the lenders to make the loans under the
Credit Agreement is subject to the satisfaction of certain customary conditions
and covenants. Borrowings under the Credit Agreement are guaranteed by each of
LDI's and Lacy's significant operating subsidiaries and affiliates, but will not
be guaranteed by Issuer. Borrowings under the Credit Agreement are otherwise
unsecured.
LDI retained the services of Smith Barney in relation to the Stock
Purchase.
14 of 17
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following material is filed as exhibits:
*1. Agreement, dated as of June 12, 1996, between Lacy, LDI, LDIM
and Andre B. Lacy relating to the joint filing of this
Schedule 13D.
2. Schedule of identity and background information on the
directors, executive officers and controlling shareholders of
AutoPaints, Lacy and LDIM.
*3. Stock Purchase Agreement, dated June 5, 1996, between Lacy,
LDI and Seller.
*4. Credit Agreement, dated as of March 29, 1996, among LDI, Lacy,
the Lenders and Agent.
5. Assignment and Assumption Agreement, dated as of July 9, 1996,
among AutoPaints, Lacy, LDI and Maxco.
6. Agreement dated as of July 15, 1996, among AutoPaints, Lacy,
LDI, LDIM and Andre B. Lacy relating to the joint filing of
Amendment No. 1 to Schedule 13D.
- ------------------------
* Previously filed.
15 of 17
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
July 18, 1996
LDI AUTOPAINTS, INC.
By: /s/ Andre B. Lacy
----------------------------------
Name: Andre B. Lacy
Title: Chairman & CEO
LACY DISTRIBUTION, INC.
By: /s/ Andre B. Lacy
----------------------------------
Name: Andre B. Lacy
Title: Chairman, President & CEO
LDI, LTD.
By: LDI MANAGEMENT, INC., as managing
general partner
By: /s/ Andre B. Lacy
----------------------------------
Name: Andre B. Lacy
Title: Chairman, President & CEO
LDI MANAGEMENT, INC.
By: /s/ Andre B. Lacy
Name: Andre B. Lacy
----------------------------------
Title: Chairman, President & CEO
16 of 17
<PAGE>
13D EXHIBIT INDEX
EXHIBIT DESCRIPTION
1. *Agreement, dated as of June 12, 1996, between Lacy, LDI, LDIM
and Andre B. Lacy relating to the joint filing of this
Schedule 13D.
2. Schedule of identity and background information on the
directors, executive officers and controlling shareholders of
AutoPaints, Lacy and LDIM.
3. *Stock Purchase Agreement, dated June 5, 1996, between Lacy,
LDI and Seller.
4. *Credit Agreement, dated as of March 29, 1996, among LDI,
Lacy, the Lenders and Agent.
5. Assignment and Assumption Agreement, dated as of July 9,
1996, among AutoPaints, Lacy, LDI and Maxco.
6. Agreement dated as of July 15, 1996, among AutoPaints, Lacy,
LDI, LDIM and Andre B. Lacy relating to the joint filing of
this Amendment No. l to Schedule 13D.
- -----------------------
* Previously filed.
17 of 17
EXHIBIT 2
ITEM 2: SUPPLEMENTAL SCHEDULE
IDENTITY AND BACKGROUND OF DIRECTORS, EXECUTIVE OFFICERS AND CONTROLLING
SHAREHOLDERS OF REPORTING PERSONS
1. LDI AUTOPAINTS, INC.1
251 North Illinois Street, Suite 1800
Indianapolis, Indiana 46204
Directors and Executive Officers:
Andre B. Lacy, Chairman of the Board of Directors
and Chief Executive Officer
Thomas U. Young, Director and President
Margot L. Eccles, Director and Assistant Secretary
William J. Fennessy, Director and Treasurer
Stephen H. Reynolds, Director and Secretary
2. LACY DISTRIBUTION, INC.2
251 North Illinois Street, Suite 1800
Indianapolis, Indiana 46204
Directors and Executive Officers:
Andre B. Lacy, Chairman of the Board of Directors, President
and Chief Executive Officer
Margot L. Eccles, Director, Vice President and Assistant Secretary
William J. Fennessy, Director and Vice President
Robert H. Reynolds, Secretary
[continued on next page]
- --------
1 LDI AutoPaints, an Indiana corporation, is a wholly owned
subsidiary of Lacy Distribution, Inc.
2 Lacy Distribution, Inc., an Indiana corporation, is a wholly
owned subsidiary of LDI, Ltd., an Indiana limited partnership.
LDI, Ltd. has two general partners: (i) LDI Management, Inc.,
an Indiana corporation, which serves as the managing general
partner, and (ii) Andre B. Lacy.
<PAGE>
3. LDI MANAGEMENT, INC.3
251 North Illinois Street, Suite 1800
Indianapolis, Indiana 46204
Directors and Executive Officers:
Andre B. Lacy, Chairman of the Board of Directors, President
and Chief Executive Officer
Margot L. Eccles, Director, Vice President and Assistant Secretary
William J. Fennessy, Vice President, Treasurer and
Chief Financial Officer
J. Fred Risk, Director
Richard A. Heise, Sr., Director
Ramon L. Humke, Director
Robert A. Nickell, Director
Walter S. Wiseman, Vice President
Frank D. Esposito, Vice President
Joyce M. Schooley, Vice President (Human Resources)
Robert H. Reynolds, Secretary
Certain biographical information of the foregoing individuals is set forth on
the following pages in accordance with the requirements of Item 2 of Schedule
13D:
- --------
3 LDI Management, Inc., an Indiana corporation, is the managing
general partner of LDI, Ltd. and is wholly owned by Andre B.
Lacy.
-2-
<PAGE>
<TABLE>
<CAPTION>
Present Principal
Occupation or
Name Address Employment Citizenship
- ---------------------- --------------------------- -------------------------- ------------
<S> <C> <C> <C>
Andre B. Lacy 251 North Illinois Street, Chairman of the Board U.S.A.
Suite 1800 of Directors, President
Indianapolis, Indiana and Chief Executive
46204 Officer of LDI
Management, Inc.
Margot L. Eccles 251 North Illinois Street, Director, Vice President U.S.A.
Suite 1800 and Assistant Secretary
Indianapolis, Indiana of LDI Management,
46204 Inc.
William J. Fennessy 251 North Illinois Street, Vice President, U.S.A.
Suite 1800 Treasurer and Chief
Indianapolis, Indiana Financial Officer of LDI
46204 Management, Inc.
J. Fred Risk 7801 N. Pennsylvania Chairman of the Board U.S.A.
Street, Indianapolis, of Directors of
Indiana 46240 Sovereign Group, Inc., a
diversified holding
company located at:
8900 Keystone Crossing,
Indianapolis, Indiana
46240
Richard A. Heise, Sr. 440 South LaSalle Manages personal asset U.S.A.
Street, Suite 2909 portfolio consisting of
Chicago, Illinois 60605 commercial real estate,
financial portfolio, and
passive investments in
private companies and
relationships.
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
Present Principal
Occupation or
Name Address Employment Citizenship
- ---------------------- --------------------------- -------------------------- ------------
<S> <C> <C> <C>
Ramon L. Humke One Monument Circle, President of Indianapolis U.S.A.
Indianapolis, Indiana Power & Light Co., an
46204 electric utility company,
and Vice Chairman of
IPALCO Enterprises,
Inc., a multi-state energy
company providing a
variety of energy
services through
regulated and
non-regulated
subsidiaries, each located
at: One Monument
Circle, Indianapolis,
Indiana 46204
Robert A. Nickell 2120 Walnut Hill Lane, Chairman of the Board U.S.A.
Suite 222 of Directors of Ed
Irving, Texas 75038 Tucker Distributor, Inc.,
a wholesale distributor
of after-market parts,
apparel and accessories
for motorcycle,
watercraft and
snowmobile enthusiasts
and a wholly-owned
subsidiary of Lacy
Distribution, Inc. located
at: 2120 Walnut Hill,
Suite 222, Irving, Texas
75038
Walter S. Wiseman 7998 Georgetown Road, President of Major U.S.A.
Indianapolis, Indiana Video Concepts, Inc., a
46268 wholesale distributor of
movie cassettes and a
wholly-owned subsidiary
of Lacy Distribution,
Inc. located at: 7998
Georgetown Road,
Indianapolis, Indiana
46268
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
Present Principal
Occupation or
Name Address Employment Citizenship
- ---------------------- --------------------------- -------------------------- ------------
<S> <C> <C> <C>
Frank D. Esposito 2120 Walnut Hill Lane, President and Chief U.S.A.
Suite 222 Operating Officer of Ed
Irving, Texas 75038 Tucker Distributor, Inc.,
a wholesale distributor
of after-market parts,
apparel and accessories
for motorcycle,
watercraft and
snowmobile enthusiasts
and a wholly-owned
subsidiary of Lacy
Distribution, Inc. located
at: 2120 Walnut Hill,
Suite 222, Irving, Texas
75038
Joyce M. Schooley 251 North Illinois Street, Vice President (Human U.S.A.
Suite 1800 Resources) of LDI
Indianapolis, Indiana Management, Inc.
46204
Robert H. Reynolds 11 South Meridian Street Attorney, Barnes & U.S.A.
Indianapolis, Indiana Thornburg, a law firm
46203 located at: 11 South
Meridian Street,
Indianapolis, Indiana
46204
Thomas U. Young 251 North Illinois Street President of LDI U.S.A.
Suite 1800 AutoPaints, Inc.
Indianapolis, Indiana
46204
Stephen H. Reynolds 251 North Illinois Street Secretary and Controller U.S.A.
Suite 1800 of LDI AutoPaints, Inc.
Indianapolis, Indiana
46204
</TABLE>
-5-
EXHIBIT 5
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is entered
into as of the 9th day of July, 1996, by and among Lacy Distribution, Inc., an
Indiana corporation (the "Assignor"), LDI AutoPaints, Inc., an Indiana
corporation (the "Assignee"), LDI, Ltd., an Indiana limited partnership and the
ultimate parent of Assignor and Assignee ("LDI"), and Maxco, Inc., a Michigan
corporation ("Maxco").
WHEREAS, Assignor has entered into a Stock Purchase Agreement dated
June 5, 1996 (the "Purchase Agreement"), whereby Assignor has agreed to purchase
all 4,045,000 of the issued and outstanding shares of common stock of
FinishMaster, Inc., a Michigan corporation, which are owned by Maxco (the
"Shares").
WHEREAS, in accordance with and subject to the terms and conditions of
the Purchase Agreement, Assignor desires to assign, and Assignee desires to
assume, all of Assignor's right, title and interest in and to the Purchase
Agreement.
WHEREAS, LDI and Maxco are willing to consent to the assignment and
assumption of the Purchase Agreement evidenced hereby, subject to the terms and
conditions of the Purchase Agreement and their respective rights and obligations
thereunder.
NOW, THEREFORE, in consideration of the premises and the mutual
promises contained herein, the parties hereto agree as follows:
1. Assignment. Effective as of the date hereof, Assignor does hereby
assign and convey to Assignee all of its right, title, and interest in and to
the Purchase Agreement, in accordance with and subject to the terms and
conditions set forth in the Purchase Agreement.
2. Assumption. Effective as of the date hereof, Assignee does hereby
assume the obligations, duties, covenants and conditions of Assignor under the
Purchase Agreement and agrees with Assignor that Assignee will hereafter
faithfully, timely and fully perform each and every such obligation, duty,
covenant and condition of Assignor provided for and set forth in the Purchase
Agreement, including without limitation the consummation of the purchase of the
Shares on the terms and conditions set forth in the Purchase Agreement.
3. Consent. LDI and Maxco hereby consent to the assignment of the
Purchase Agreement by Assignor, and the assumption thereof by Assignee, subject
to the terms and conditions of the Purchase Agreement and their respective
rights and obligations thereunder.
[signature page follows]
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
ASSIGNEE:
LDI AUTOPAINTS, INC.
By: /s/ Thomas U. Young
----------------------------------------
Thomas U. Young, President
ASSIGNOR:
LACY DISTRIBUTION, INC.
By: /s/ Andre B. Lacy
----------------------------------------
Andre B. Lacy, Chairman, President & CEO
LDI, LTD.
By: LDI Management, Inc.
Managing General Partner
By: /s/ Andre B. Lacy
----------------------------------------
Andre B. Lacy, Chairman, President & CEO
MAXCO, INC.
By: /s/ Max Coon
-----------------------------------
Max Coon, Chairman, President & CEO
-2-
EXHIBIT 6
AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this 15th day of
July, 1996, among LDI AutoPaints, Inc., an Indiana corporation ("AutoPaints"),
Lacy Distribution, Inc., an Indiana corporation ("Lacy"), LDI, Ltd., an Indiana
limited partnership ("LDI"), LDI Management, Inc., an Indiana corporation
("LDIM"), and Andre B Lacy.
W I T N E S S E T H
WHEREAS, Lacy and LDI entered into a Stock Purchase Agreement (the
"Purchase Agreement") with Maxco, Inc., a Michigan corporation ("Seller"),
whereby Lacy agreed to purchase, and Seller agreed to sell, Four Million Forty
Five Thousand (4,045,000) shares of common stock, no par value (the "Shares"),
of FinishMaster, Inc., a Michigan corporation ("Issuer"), owned by Seller.
WHEREAS, on June 13, 1996, Lacy, LDI, LDIM and Andre B. Lacy jointly
filed with the Securities and Exchange Commission ("SEC") a Schedule 13D
pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") to report beneficial ownership in the Shares by virtue of
the Purchase Agreement.
WHEREAS, under an Assignment and Assumption Agreement dated as of July
9, 1996, Lacy assigned all its right, title and interest in and to the Purchase
Agreement to AutoPaints, and AutoPaints assumed of all obligations, duties,
covenants and conditions of Lacy thereunder with respect to the purchase of the
Shares, all with the consent of LDI and Seller.
WHEREAS, as a result of the Stock Purchase, which was consummated on
July 9, 1996, AutoPaints is now the beneficial owner of 67.4% of the total
issued and outstanding shares of common stock of Issuer.
WHEREAS, AutoPaints is a wholly-owned subsidiary of Lacy.
WHEREAS, Lacy is a wholly-owned subsidiary of LDI.
WHEREAS, LDI has two general partners: (i) LDI Management, Inc., an
Indiana corporation ("LDIM"), which serves as the managing general partner, and
(ii) Andre B.
Lacy.
NOW, THEREFORE, in consideration of their mutual promises contained
herein, and intending to be legally bound, AutoPaints, Lacy, LDI, LDIM and Andre
B. Lacy agree as follows:
1. Pursuant to Rule 13d-1 under the Exchange Act, AutoPaints, Lacy,
LDI, LDIM and Andre B. Lacy agree to jointly prepare and file an amended
Schedule 13D with the SEC and The Nasdaq Stock Market, and to deliver a copy of
such amended Schedule 13D to the Issuer.
<PAGE>
2. AutoPaints hereby represents and warrants to Lacy, LDI, LDIM and
Andre B. Lacy, that the information provided in the amended Schedule 13D
concerning AutoPaints is complete and accurate to the best knowledge of
AutoPaints.
3. Lacy hereby represents and warrants to AutoPaints, LDI, LDIM and
Andre B. Lacy that the information provided in the amended Schedule 13D
concerning Lacy is complete and accurate to the best knowledge of Lacy.
4. LDI hereby represents and warrants to AutoPaints, Lacy, LDIM and
Andre B. Lacy that the information provided in the amended Schedule 13D
concerning LDI is complete and accurate to the best knowledge of LDI.
5. LDIM hereby represents and warrants to AutoPaints, Lacy, LDI and
Andre B. Lacy that the information provided in the amended Schedule 13D
concerning LDIM is complete and accurate to the best knowledge of LDIM.
6. Andre B. Lacy hereby represents and warrants to AutoPaints, Lacy,
LDI and LDIM that the information provided in the amended Schedule 13D
concerning Andre B. Lacy is complete and accurate to the best knowledge of Andre
B. Lacy.
7. AutoPaints Lacy, LDI, LDIM and Andre B. Lacy agree to file jointly
any and all amendments to the amended Schedule 13D required by the Exchange Act,
and the rules and regulations thereunder.
EXECUTED as of the date first written above.
LDI AUTOPAINTS, INC.
By: /s/ Andre B. Lacy
------------------------------
Name: Andre B. Lacy
Title: Chairman
LACY DISTRIBUTION, INC.
By: /s/ Andre B. Lacy
------------------------------
Name: Andre B. Lacy
Title: Chairman, President & CEO
-2-
<PAGE>
LDI, LTD.
By: LDI MANAGEMENT, INC., as managing
general partner
By: /s/ Andre B. Lacy
-------------------------
Name: Andre B. Lacy
Title: Chairman, President & CEO
LDI MANAGEMENT, INC.
By: /s/ Andre B. Lacy
Name: Andre B. Lacy
------------------------------
Title: Chairman, President & CEO
/s/ Andre B. Lacy
-------------------------
Andre B. Lacy
-3-
