<PAGE>
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)
Miami Computer Supply Corporation
----------------------------------
(Name of Issuer)
COMMON STOCK, no par value
---------------------------
(Title of Class of Securities)
593261100
----------------
CUSIP Number
H. Clark Gilson
921 Parker Street
Berkeley, California 94710
(510) 848-2600
with a copy to:
Timothy G. Hoxie, Esq.
Heller Ehrman White & McAuliffe
333 Bush Street
San Francisco, California 94104
(415) 772-6052
-----------------------------------------
(Name, address and telephone number
of person authorized to receive
notices and communications)
January 16, 1998
-----------------------
(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 statement, and is filing
this statement because of Rule 13d-1(b)(3) or (4), check the following:
/ /
(Page 1 of 8 pages)
<PAGE>
CUSIP NO. 593261100 13D
1) Name of Reporting Persons:
H. Clark Gilson as Trustee of the Gilson Trust dated
November 5, 1993
----------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) / /
-------------------------------------------------------
(b) / /
-------------------------------------------------------
- --------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions): OO
- --------------------------------------------------------------------------------
5) / / Check if Disclosure of Legal proceedings
is Required Pursuant to Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization: U.S.A.
- --------------------------------------------------------------------------------
Number 7) Sole Voting Power: -293,901-
of -----------------------------------------------------------
Shares
Beneficially 8) Shared Voting Power: -0-
Owned -----------------------------------------------------------
by
Each 9) Sole Dispositive Power: -293,901-
Reporting -----------------------------------------------------------
Person
With 10) Shared Dispositive Power: -0-
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: -293,901-
- --------------------------------------------------------------------------------
12) / / Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
- --------------------------------------------------------------------------------
13) Percent of Class Represented by amount in Row (11):
5.55%
- --------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions): OO
(Page 2 of 8 pages)
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CUSIP NO. 593261100 13D
1) Name of Reporting Persons:
Ruy J. Pereira as Trustee of the Pereira Trust dated
November 12, 1992
-----------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) / /
-------------------------------------------------------
(b) / /
-------------------------------------------------------
3) SEC Use Only
--------------------------------------------------
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions): OO
- --------------------------------------------------------------------------------
5) / / Check if Disclosure of Legal proceedings
is Required Pursuant to Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization: U.S.A.
- --------------------------------------------------------------------------------
Number 7) Sole Voting Power: -293,901-
of -----------------------------------------------------------
Shares
Beneficially 8) Shared Voting Power: -0-
Owned -----------------------------------------------------------
by
Each 9) Sole Dispositive Power: -293,901-
Reporting -----------------------------------------------------------
Person
With 10) Shared Dispositive Power: -0-
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: -293,901-
- --------------------------------------------------------------------------------
12) / / Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
- --------------------------------------------------------------------------------
13) Percent of Class Represented by amount in Row (11):
5.55%
- --------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions): OO
(Page 3 of 8 pages)
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CUSIP NO. 593261100 13D
1) Name of Reporting Persons:
Larry R. Goodman, as Trustee of The Goodman Trust dated
February 7, 1994
----------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) / /
--------------------------------------------------------
(b) / /
--------------------------------------------------------
- --------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions): OO
- --------------------------------------------------------------------------------
5) / / Check if Disclosure of Legal proceedings
is Required Pursuant to Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization: U.S.A.
- --------------------------------------------------------------------------------
Number 7) Sole Voting Power: -293,901-
of -----------------------------------------------------------
Shares
Beneficially 8) Shared Voting Power: -0-
Owned -----------------------------------------------------------
by
Each 9) Sole Dispositive Power: -293,901-
Reporting -----------------------------------------------------------
Person
With 10) Shared Dispositive Power: -0-
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: -293,901-
- --------------------------------------------------------------------------------
12) / / Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions)
- --------------------------------------------------------------------------------
13) Percent of Class Represented by amount in Row (11):
5.55%
- --------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions): OO
(Page 4 of 8 pages)
<PAGE>
CUSIP NO. 593261100 13D
INTRODUCTION
H. Clark Gilson, on his own behalf, as Trustee of the Gilson Trust dated
November 5, 1993, and on behalf of Ruy J. Pereira as Trustee of the Pereira
Trust dated November 12, 1992 and Larry R. Goodman, as Trustee of The Goodman
Trust dated February 7, 1994 (collectively, the "Reporting Persons") hereby
files this Amendment No. 1 (the "Amendment") to the Statement on Schedule 13D
which was filed on December 1, 1997 (the "Statement") on behalf of the Reporting
Persons identified therein pursuant to the Agreement with respect to Schedule
13D attached to the Statement as Exhibit 7(1).
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On November 21, 1997, the Reporting Persons, the Issuer, MCSC California
Acquisition Corporation, a wholly-owned subsidiary of the Issuer ("Sub"), and
Minnesota Western/Creative Office Products, Inc. ("MW") executed an Agreement
and Plan of Reorganization as amended on January 16, 1998 (the "Agreement")
pursuant to which the Issuer would acquire MW by way of a merger of MW into
Sub. Closing of the transaction contemplated by the Agreement occurred on
January 16, 1998. In the merger each of the Reporting Persons received
$4,000,000 each and 293,901 shares (the "Shares") of Common Stock of the
Issuer in exchange for their MW shares.
(Page 5 of 8 pages)
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CUSIP NO. 593261100 13D
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a) and (b) are amended to read as follows:
(a) and (b) The aggregate number of shares and percentage of Common
Stock of the Issuer (based upon 4,414,109 shares of Common Stock outstanding as
of January 6, 1998) beneficially owned by each person named in Item 2 is set
forth in the following table:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
No. of Shares
Beneficially Percentage Power to Vote Power to Dispose
Person Owned of Class Sole Shared Sole Shared
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
The Gilson Trust 293,901 5.55% 293,901 0 293,901 0
- -----------------------------------------------------------------------------------------------------
The Pereira Trust 293,901 5.55% 293,901 0 293,901 0
- -----------------------------------------------------------------------------------------------------
The Goodman Trust 293,901 5.55% 293,901 0 293,901 0
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
</TABLE>
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is amended in its entirety as follows:
At the closing of the transactions contemplated by the Agreement on January
16, 1998 each of the Reporting Persons acquired 293,901 shares of Common Stock
of the Issuer and $4 million cash in exchange for shares of capital stock of MW
held by them. The Agreement requires that the Shares be held by the Reporting
Persons for a period of at least 270 days. The Agreement also provides for
registration rights thereafter giving the Reporting Persons
(Page 6 of 8 pages)
<PAGE>
CUSIP NO. 593261100 13D
the right to require the Issuer to register for sale to the public, subject to
certain conditions, shares of the Issuer's Common Stock acquired by the
Reporting Persons, and also provides for indemnification by the Issuer with
respect of third party claims relating to the sale by the Reporting Persons of
the Issuer's shares.
At the Closing, the Reporting Persons executed a Shareholders
Agreement pursuant to which they have agreed among themselves not to sell any of
the Shares for a period of two (2) years. A copy of the Shareholders Agreement
is attached hereto as Exhibit 7(4).
Any descriptions of the Agreement and the Shareholders Agreement
are qualified in their entirety by the complete text of such documents,
copies of which are attached as Exhibit 7(2) to the Statement and as Exhibits
7(3) and 7(4) hereto, respectively.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is amended to add the following Exhibits:
Exhibit 7(3). Letter dated January 16, 1998 amending the Agreement and Plan of
Reorganization
Exhibit 7(4). Shareholders Agreement
(Page 7 of 8 pages)
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
/s/ H. Clark Gilson
------------------------------
By: H. Clark Gilson
Dated: January 17, 1998
<PAGE>
CUSIP NO. 593261100 13D
LIST OF EXHIBITS
Exhibit No Description
- ---------- -----------
7(3) Letter dated January 16, 1998 amending the Agreement and Plan of
Reorganization
7(4) Shareholders Agreement
<PAGE>
MIAMI COMPUTER SUPPLY CORPORATION
4750 HEMPSTEAD STATION DRIVE
DAYTON, OHIO 45429
January 16, 1998
VIA FACSIMILE
H. Clark Gilson,
Larry R. Goodman and
Ruy J. Pereira
Minnesota Western/Creative Office Products, Inc.
c/o Timothy G. Hoxie
Heller Ehrman White & McAuliffe
333 Bush Street
San Francisco, California 94104
Dear Gentlemen:
This letter serves as an addendum and amendment to the Agreement and
Plan of Reorganization by and among Miami Computer Supply Corporation
("MCSC"), MCSC California Acquisition Corporation ("MCAC"), Minnesota
Western/Creative Office Products, Inc. ("Minnesota Western") and the
stockholders named therein (the "Stockholders") dated November 21, 1997 (the
"Agreement"). The Agreement is hereby amended in order to add as EXHIBIT F
the Agreement of Merger and Officers' Certificates which were filed with the
California Secretary of State on January 16, 1998. Copies of the Agreement
of Merger and Officers' Certificates are attached hereto as SCHEDULE A.
This change is being made in accordance with the wishes expressed in our
discussions. By signing below, you agree to this addendum to and amendment of
the Agreement.
Sincerely yours,
/s/ Michael E. Peppel
------------------------------
Michael E. Peppel
President
IN WITNESS WHEREOF, MCSC, MCAC, Minnesota Western and the Stockholders have
caused this amendment to the Agreement to be duly executed and delivered under
seal, by their respective authorized officers, on the date first above written.
SIGNATURES ON NEXT PAGE
<PAGE>
Amendment to Agreement
January 15, 1998
Page 2
MIAMI COMPUTER SUPPLY CORPORATION
Witness: By: /s/ Michael E. Peppel
--------------------------- ---------------------------
Thomas C. Winstel Michael E. Peppel
Secretary President
MCSC CALIFORNIA ACQUISITION
CORPORATION
Witness: [ILLEGIBLE] By: /s/ Michael E. Peppel
--------------------------- ---------------------------
Michael E. Peppel
President
MINNESOTA WESTERN/CREATIVE OFFICE
PRODUCTS, INC.
Witness: [ILLEGIBLE] By: /s/ H. Clark Gilson
--------------------------- ---------------------------
H. Clark Gilson
President
STOCKHOLDERS
MR. GILSON
Witness: [ILLEGIBLE] By: /s/ H. Clark Gilson
--------------------------- ---------------------------
H. Clark Gilson
MR. PEREIRA
Witness: [ILLEGIBLE] By: /s/ Ruy J. Pereira
--------------------------- ---------------------------
Ruy J. Pereira
MR. GOODMAN
Witness: [ILLEGIBLE] By: /s/ Larry R. Goodman
--------------------------- ---------------------------
Larry R. Goodman
SIGNATURES CONTINUED ON NEXT PAGE
<PAGE>
Amendment to Agreement
January 15, 1998
Page 3
THE GILSON TRUST
Witness: [ILLEGIBLE] By: /s/ H. Clark Gilson
--------------------------- ---------------------------
H. Clark Gilson,
Trustee
Witness: [ILLEGIBLE] By: /s/ Kay A. Gilson
--------------------------- ---------------------------
Kay A. Gilson,
Trustee
THE PEREIRA TRUST
Witness: [ILLEGIBLE] By: /s/ Ruy J. Pereira
--------------------------- ---------------------------
Ruy J. Pereira
THE GOODMAN TRUST
Witness: [ILLEGIBLE] By: /s/ Larry R. Goodman
--------------------------- ---------------------------
Larry R. Goodman,
Trustee
Witness: [ILLEGIBLE] By: /s/ Linda D. Goodman
--------------------------- ---------------------------
Linda D. Goodman,
Trustee
<PAGE>
AGREEMENT OF MERGER
BETWEEN
MCSC CALIFORNIA ACQUISITION CORPORATION
AND
MINNESOTA WESTERN/CREATIVE OFFICE PRODUCTS, INC.
*********
AGREEMENT OF MERGER dated this 9 day of January, 1998, by and between MCSC,
California Acquisition Corporation, a California corporation, herein called the
surviving corporation, and Minnesota Western/Creative Office Products, Inc., a
California corporation, herein called the merging corporation.
WITNESSETH that:
WHEREAS, the parties to this Agreement, in consideration of the mutual
agreements of each corporation as set forth hereinafter, deem it advisable and
generally for the welfare of said corporation, that the merging corporation
merge into the surviving corporation under and pursuant to the terms and
conditions hereinafter set forth;
NOW THEREFORE, the corporations, parties to this Agreement, by and
between their respective boards of directors, in consideration of the mutual
covenants, agreements and provisions hereinafter contained do hereby agree
upon and prescribe the terms and conditions of said merger, the mode of
carrying them into effect and the manner and basis of converting the shares
of the constituent corporations into the shares of the surviving corporation,
as follows:
FIRST: The merging corporation shall be merged into the surviving
corporation.
SECOND: The articles of incorporation of the surviving corporation shall
be amended, upon the effective date of the merger, only to change the name of
the surviving corporation to "Minnesota Western, Inc.," as follows:
"Articles I of the Articles of Incorporation shall be deleted in its
entirety and replaced with the following:
The name of the corporation is "Minnesota Western, Inc."
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<PAGE>
THIRD: The terms and conditions of the merger are as follows:
The directors and officers of the surviving corporation on the effective
date of this merger, shall continue to be the directors and officers of the
surviving corporation.
Upon the merger becoming effective, the separate existence of the
merging corporation shall cease and all property, rights, privileges,
franchises, patents, trade-marks, licenses, registrations and other assets of
every kind and description of the merged corporation shall be transferred to,
vested in and devolve upon the surviving corporation without further act or
deed and all property, rights, and every other interest of the surviving
corporation and the merged corporation, shall be as effectively the property
of the surviving corporation as they were of the surviving corporation and
the merged corporation respectively. The merged corporation hereby agrees,
from time to time, as and when requested by the surviving corporation or by
its successors or assigns, to execute and deliver or cause to be executed and
delivered all such deeds and instruments and to take or cause to be taken
such further or other action as the surviving corporation may deem necessary
or desirable in order to vest in and confirm to the surviving corporation
title to and possession of any property of the merged corporation acquired or
to be acquired by reason of or as a result of the merger herein provided for
and otherwise to carry out the intent and purpose hereof and the proper
officers and directors of the merged corporation and the proper officers and
directors of the surviving corporation are fully authorized in the name of
the merged corporation or otherwise to take any and all such action.
All rights of creditors and all liens upon the property of either of said
corporations shall be preserved unimpaired, and all debts, liabilities and
duties of the merged corporation shall thenceforth attach to the surviving
corporation and may be enforced against it to the same extent as if said debts,
liabilities and duties had been incurred or contracted by it.
FOURTH: At the effective time (as defined in paragraph FIFTH hereof)
automatically by virtue of the merger and without any action on the part of any
stockholder of the merger corporation:
(a) each share of the common stock, no par value per share, of
the surviving corporation issued and outstanding immediately prior to the
effective time shall be unchanged and shall remain issued and outstanding and
owned beneficially and of record by its sole stockholder; and
(b) all of the issued and outstanding shares of the common
stock, $10.00 per value per share of the merging corporation issued and
outstanding immediately prior to the Effective Time shall be exchanged for cash
(the "Cash Portion") in the amount of twelve million dollars ($12,000,000.00)
and 881,703 shares of common stock, no par value per share, of Miami Computer
Supply Corporation, the parent of the surviving corporation ("MCSC") (or, on a
pro-rated basis, each issued and outstanding share of the merging
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<PAGE>
corporation shall be converted into $11,428.571 plus 839.71714 shares of MCSC
common stock).
FIFTH: This Agreement of Merger shall become effective on January 16,
1998.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Merger
to be executed by their respective officers thereunto duly authorized on this 9
day of January, 1998.
MCSC CALIFORNIA ACQUISITION CORPORATION
By: /s/ Michael E. Peppel
--------------------------------
Michael E. Peppel, President
By: /s/ Thomas C. Winstel
--------------------------------
Thomas C. Winstel, Secretary
MINNESOTA WESTERN/CREATIVE OFFICE
PRODUCTS, INC.
By: /s/ H. Clark Gilson
--------------------------------
H. Clark Gilson, President
By: /s/ Larry R. Goodman
--------------------------------
Larry R. Goodman, Secretary
(*Names and titles of persons signing document must be typed under signatures.)
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<PAGE>
CERTIFICATE OF APPROVAL
OF
MCSC CALIFORNIA ACQUISITION CORPORATION,
A CALIFORNIA CORPORATION
Michael E. Peppel and Thomas C. Winstel certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of the above-named corporation (this "Corporation").
2. This certificate is attached to the Agreement of Merger dated as of
December 23, 1997, providing for the merger Minnesota Western/Creative Office
Products, Inc., a California corporation with and into this Corporation.
3. The Agreement of Merger in the form attached has been approved by the
board of directors of this Corporation.
4. The principal terms of the Agreement of Merger in the form attached
were approved by this Corporation by the vote of a number of shares of each
class which equaled or exceeded the vote required, such classes, the total
number of outstanding shares of each class entitled to vote on the merger and
the percentage vote required of each class being as follows:
Name of Class Total Number of Outstanding Percentage
------------- Shares entitled to vote vote
----------------------- required
--------
Common Stock, 1,000 51%
no par value
No vote of the shareholders of the Corporation's parent corporation were
required.
The undersigned, Michael E. Peppel and Thomas C. Winstel, the President
and Secretary, respectively, of MCSC California Acquisition Corporation, each
declares under penalty of perjury that the matters set out in the foregoing
Certificate are true of his own knowledge.
Executed at Dayton, Ohio on January 9, 1998.
/s/ Michael E. Peppel
------------------------------
Michael E. Peppel
President
/s/ Thomas C. Winstel
------------------------------
Thomas C. Winstel
Secretary
<PAGE>
CERTIFICATE OF APPROVAL
OF
MINNESOTA WESTERN/CREATIVE OFFICE PRODUCTS, INC.
A CALIFORNIA CORPORATION
H. Clark Gilson and Larry R. Goodman certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of the above-named corporation (this "Corporation").
2. This certificate is attached to the Agreement of Merger dated as of
January__, 1998, providing for the merger of this Corporation with MCSC
California Acquisition Corporation.
3. The Agreement of Merger in the form attached has been approved by the
board of directors of this Corporation.
4. The principal terms of the Agreement of Merger in the form attached
were approved by this Corporation by the vote of a number of shares of each
class which equaled or exceeded the vote required, such classes, the total
number of outstanding shares of each class entitled to vote on the merger and
the percentage vote required of each class being as follows:
Name of Class Total Number of Outstanding Percentage
------------- Shares entitled to vote vote
----------------------- required
--------
Common Stock, 1,050 51%
$10.00 par value
The undersigned, H. Clark Gilson and Larry R. Goodman, the President and
Secretary, respectively, of Minnesota Western/Creative Office Products, Inc.,
each declares under penalty of perjury that the matters set out in the foregoing
Certificate are true of his own knowledge.
Executed at La Quinta (city), California on January 9, 1998.
/s/ H. Clark Gilson
------------------------------
H. Clark Gilson
President
/s/ Larry R. Goodman
------------------------------
Larry R. Goodman
Secretary
<PAGE>
SHAREHOLDER AGREEMENT
This Agreement is made and entered into as of January 15, 1998 among H.
Clark Gilson ("Mr. Gilson"), individually and together with Kay A. Gilson, his
spouse, as Trustees (the "Gilson Trustees") of the Gilson Trust (the "Gilson
Trust") dated November 5, 1993, Ruy J. Pereira ("Mr. Pereira") individually and
as Trustee (the "Pereira Trustee") of the Pereira Trust (the "Pereira Trust")
dated November 12, 1992, Mr. Larry R. Goodman ("Mr. Goodman") individually and
together with Linda D. Goodman, his spouse, as Trustees (the "Goodman Trustees")
of the Goodman Trust (the "Goodman Trust") dated February 7, 1994,
(Messrs. Gilson, Pereira and Goodman, and the Gilson Trust, the Pereira Trust
and the Goodman Trust hereinafter are collectively referred to as the
"Shareholders").
Reference is hereby made to the Agreement and Plan of Reorganization dated
as of November 21, 1997 (the "Agreement") by and among Minnesota
Western/Creative Office Products, a California corporation ("MW"), Miami
Computer Supply Corporation, an Ohio corporation ("MCSC") and MCSC California
Acquisition Corporation, a California corporation ("MCAC"), pursuant to which MW
has been merged with and into MCAC (the "Reorganization"), with MCAC being the
surviving corporation, and the Shareholders have received in exchange for their
shares of MW certain stock of MCSC and cash.
R E C I T A L S
WHEREAS, pursuant to the Agreement, each Shareholder presently owns and/or
controls a percentage of outstanding capital stock of MCSC (the "Shares");
WHEREAS, the Shareholders wish to take certain steps to preserve the status
of the Reorganization as a tax-free reorganization within the meaning of Section
368(a) of the Internal Revenue Code of 1986, as amended (the "Code");
NOW, THEREFORE, the Shareholders agree as follows:
SECTION 1. Each Shareholder represents that such Shareholder does not
have, and at the time of the execution of the Agreement did not have, any plan
or intention, directly or indirectly, to sell, exchange, transfer by gift,
dispose of or otherwise engage in any transaction which would result in a
reduction of the risk of or benefit of ownership (including but not limited to,
a short sale, a hedging transaction and an equity swap type arrangement)
(collectively, "Disposition") of any of the MCSC Shares under this Agreement.
SECTION 2. Each Shareholder represents that such Shareholder is not,
and at
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<PAGE>
the time of the execution of the Agreement, had not entered into any discussions
or negotiations with regard to the possible Disposition of any of the MCSC
Shares over which such Shareholder receives control pursuant to the Agreement.
SECTION 3. Each Shareholder represents that such Shareholder is not,
and at the time of the execution of the Agreement, was not, subject to any
formal or informal obligation or agreement to engage in a Disposition of any of
the MCSC Shares received by such Shareholder pursuant to the Agreement.
SECTION 4. Each Shareholder agrees that after the Reorganization, for a
period of two (2) years after the execution of this Agreement, such Shareholder
will not engage in any Disposition of any of the MCSC Shares over which such
Shareholder received control pursuant to the Agreement without the consent of
the other Shareholders.
SECTION 5. The Shareholders Buy-Sell Agreement dated as of September 2,
1992, as amended by the First Amendment to Shareholders' Buy-Sell Agreement
dated as of August 3, 1993, is hereby terminated.
SECTION 6. This Agreement shall be binding upon and shall be
enforceable against the successors and assigns of the Shareholders.
SECTION 7. This Agreement may not be modified, amended, altered, or
supplemented except (i) by written agreement executed by each of the
Shareholders or (ii) as contemplated by Section 9.
SECTION 8. All notices and communication hereunder shall be in writing
and shall be deemed to be given on the date delivered if delivered personally,
on the date transmitted if sent by telecopy, or 72 hours after mailing if mailed
by registered or certified mail (return receipt requested) to the other
Shareholders at the following addresses (or such other address for a party as
shall be specified by like notice):
(a) if to Clark and Kay Gilson, to:
Clark and Kay Gilson
216 Pershing Drive
Oakland, California 94611
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<PAGE>
(b) if to Ruy J. Pereira, to:
Ruy J. Pereira
4104 Canyon Road
Lafayette, California 94549
(c) if to Larry and Linda Goodman, to:
Larry and Linda Goodman
33701 Brigantine
Monarch Beach, California 92629
SECTION 9. The Shareholders agree that, at any time and from time to
time after the nine month period following the execution of this Agreement, at
the request of any Shareholder they will review this Agreement in the light of
the circumstances then in existence to determine if, in view of changes in
circumstances since the execution of the Agreement, revisions to the terms of
this Agreement would be appropriate. Any such revisions will require the
consent of Shareholders holding not less than a majority of the MCSC Shares
received by the Shareholders in the Reorganization.
SECTION 10. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same document.
-3-
<PAGE>
IN WITNESS WHEREOF, the Shareholders hereto have caused this Agreement to be
duly executed on the date first set forth above.
H. CLARK GILSON
By:
-----------------------------------
H. Clark Gilson, individually and
as a Trustee of the Gilson Trust
KAY A. GILSON
By:
-----------------------------------
Kay A. Gilson, individually and as a
Trustee of the Gilson Trust
RUY J. PEREIRA
By:
-----------------------------------
Ruy J. Pereira, individually and as
a Trustee of the Pereira Trust
LARRY R. GOODMAN
By:
-----------------------------------
Larry R. Goodman, individually and
as a Trustee of the Goodman Trust
LINDA D. GOODMAN
By:
-----------------------------------
Linda D. Goodman, individually
and as a Trustee of the Goodman
Trust
-4-
