SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 26, 1998
333-26943
(Commission File Number)
MOLL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-3084238
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation)
ANCHOR HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 62-1427775
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation)
1111 Northshore Drive, Suite 600, Knoxville, TN 37919-4048
(Address of Principal Executive Offices) (Zip Code)
(423) 450-5300
(Registrant's Telephone Number, Including Area Code)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
Pursuant to an Agreement and Plan of Distribution, Contribution and
Merger dated as of June 26, 1998 (the "Plan") by and among, inter alia, Moll
PlastiCrafters Limited Partnership, a Delaware limited partnership ("Moll LP"),
AMM Holdings, Inc. (f/k/a Anchor Acquisition Co.), a Delaware corporation,
Anchor Advanced Products, Inc. ("Anchor") and Anchor Holdings, Inc. (the
"Company"), Moll LP was merged with Anchor, with Anchor surviving and changing
its name to Moll Industries, Inc. (the "Merger"). Both Moll LP and Anchor, prior
to the Merger, were controlled by Mr. George Votis. One of the purposes of the
Plan was to accomplish a reorganization of the capital structures of Moll LP,
Anchor and the Company. In the Merger, the outstanding interests of Moll
LP were exchanged for cash and shares of common stock of AMM Holdings, Inc.,
which owns all of the outstanding stock of Anchor, which owns all of the
outstanding stock of the Company. The preceding description of the Merger and
the Plan does not purport to be complete and is qualified in its entirety by
reference to the provisions of the definitive agreement which is filed as
Exhibit 2.1 of this report and is incorporated herein.
Item 4. Changes in Registrant's Certifying Accountant.
On July 6, 1998, the Company appointed Arthur Andersen LLP ("Andersen")
to replace PricewaterhouseCoopers LLP ("PwC") as independent auditors of the
Company. PwC was dismissed as the Company's auditor on the same date.
The report of PwC on the Company's consolidated financial statements
for the years ended December 31, 1997 and 1996 contained no adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principle.
The decision to engage Andersen as the Company's independent auditors
was approved by the Company's board of directors.
In connection with the audits for the years ended December 31, 1997 and
1996, and through the interim period through July 6, 1998, there were no
disagreements or "reportable events" with PwC as described in Items
304(a)(1)(iv) and (v) of Regulation S-K on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements if not resolved to the satisfaction of PwC would have caused
it to make reference thereto in its report on the consolidated financial
statements for 1997 and 1996.
PwC has been authorized by the Company to respond to any and all
inquiries by the successor auditors, without limitation. PwC has provided to the
Company a letter addressed to the Securities and Exchange Commission stating
that it has reviewed the disclosure provided in this Current Report and has no
disagreement with the relevant portions of this disclosure, pursuant to the
requirements of Item 304(a)(3) of Regulation S-K. A copy of such letter, dated
July 7, 1998, is filed as Exhibit 99.1 to this Current Report on Form 8-K.
<PAGE>
During the years ended December 31, 1997 and 1996, and through the
interim period through July 6, 1998, there were no other reportable events (as
referenced in Item 304(a)(1)(iv) and (v) of Regulation S-K).
Item 5. Other Events
On June 30, 1998, Anchor, which has since changed its name to Moll
Industries, Inc., pursuant to the terms of a Stock Purchase Agreement dated as
of June 4, 1998, and an Amendment No. 1 to the Stock Purchase Agreement dated as
of June 29, 1998, (together referred to as the "Purchase Agreement") entered
into with the selling stockholders of Gemini Plastic Services, Inc., a Florida
corporation ("Gemini"), acquired all of the issued and outstanding shares of
capital stock of Gemini. The consideration for the purchase of the Gemini shares
was approximately $9,800,000 in cash, prepayment of certain indebtedness and the
assumption of a lease obligation. The amount of the consideration was determined
by arms-length negotiations among the parties. The preceding description of the
Purchase Agreement does not purport to be complete and is qualified in its
entirety by reference to the provisions of the definitive agreements which are
filed as Exhibit 2.2 and Exhibit 2.3 of this report and are incorporated herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired. Financial statements
required to be filed with respect to the transaction described in Item 2 are
being prepared and will be filed as an amendment to this Form 8-K as soon as
practicable, and in no event later than 60 days from the date hereof.
(b) Pro Forma Financial Information. Pro forma financial information
required to be filed with respect to the transaction described in Item 2 is
being prepared and will be filed as an amendment to this Form 8-K as soon as
practicable, and in no event later than 60 days from the date hereof.
(c) Exhibits
Exhibit No. Exhibit
----------- -------
2.1 Agreement and Plan of Distribution, Contribution and Merger
dated June 26, 1998.
2.2 Stock Purchase Agreement dated as of June 4, 1998 by and
among Anchor Advanced Products, Inc., and the Selling
Stockholders of Gemini Plastic Services, Inc. (incorporated
by reference to Exhibit 2.1 to the Company's Form 8-K filed
with the Commission on June 12, 1998)
<PAGE>
2.3 Amendment No. 1 to Stock Purchase Agreement dated as of June
29, 1998 by and among Anchor Advanced Products, Inc., and the
Selling Stockholders of Gemini Plastic Services, Inc.
99.1 Letter of PricewaterhouseCoopers LLP
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MOLL INDUSTRIES, INC.
(f/k/a Anchor Advanced Products, Inc.)
Date: July 10, 1998 By: /s/ Phyllis Best
-----------------------
Phyllis Best
Chief Financial Officer
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ANCHOR HOLDINGS, INC.
Date: July 10, 1998 By: /s/ Phyllis Best
-----------------------
Phyllis Best
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
----------- -------
2.1 Agreement and Plan of Distribution, Contribution and Merger
dated June 26, 1998.
2.2 Stock Purchase Agreement dated as of June 4, 1998 by and
among Anchor Advanced Products, Inc., and the Selling
Stockholders of Gemini Plastic Services, Inc. (incorporated
by reference to Exhibit 2.1 to the Company's Form 8-K filed
with the Commission on June 12, 1998)
2.3 Amendment No. 1 to Stock Purchase Agreement dated as of June
29, 1998 by and among Anchor Advanced Products, Inc., and the
Selling Stockholders of Gemini Plastic Services, Inc.
99.1 Letter of PricewaterhouseCoopers LLP
AGREEMENT AND PLAN OF DISTRIBUTION, CONTRIBUTION AND MERGER
This Agreement and Plan of Distribution, Contribution and Merger (the
"Agreement") is made this 26th day of June, 1998, by and among Moll
PlastiCrafters Limited Partnership, a Delaware limited partnership ("Moll LP"),
Moll PlastiCrafters Inc. (Del), a Delaware corporation ("MPI"), Montero, Inc., a
Delaware corporation ("Montero"), Textek Plastics, Inc., a Texas corporation
("Textek"), AMM Holdings, Inc. (f/k/a Anchor Acquisition Co.), a Delaware
corporation ("AMM Holdings"), Anchor Advanced Products, Inc., a Delaware
corporation ("Anchor"), Anchor Holdings, Inc., a Delaware corporation ("Anchor
Holdings"), Moll Industries, LLC, a Delaware limited liability company (the
"French Parent"), Moll Plastics SARL (the "SARL"), Moll Industries Germany, LLC
(f/k/a Moll PlastiCrafters, LLC), a Delaware limited liability company (the
"German Parent"), George T. Votis ("G. Votis"), Charles B. Schiele ("Schiele"),
Anastasios Votis ("A. Votis"), S&R Fownes Corp., a Delaware corporation ("Fownes
Corp."), Richard P. Fackler ("Fackler"), John Moravec ("Moravec"), Grant Wilson
("Wilson"), William DeBrule ("DeBrule") and Yehochai Schneider ("Schneider").
Introduction
------------
The parties own the following equity interests:
(a) with respect to Moll LP, (i) MPI owns a 62.315% partnership
interest, (ii) Textek, the sole general partner of Moll LP, owns a 27.685%
partnership interest, and (iii) Montero owns a 10% partnership interest, all in
accordance with the Moll PlastiCrafters Limited Partnership Third Restated
Limited Partnership Agreement dated as of September 25, 1995, as amended from
time to time (the "Moll LP Agreement");
(b) with respect to Textek, (i) it has issued a $15.6 million
promissory note held by Textek Plastics, LLC (the "Textek Note") and (ii) it has
issued and outstanding the following capital stock: 88.7336 shares of common
stock owned by G. Votis and 11.2664 shares of common stock owned by Fackler (the
"Fackler Textek Interest");
(c) with respect to Reliance Products Limited Partnership, a Delaware
limited partnership ("Reliance LP"), (i) Moll LP owns a 69% Class B limited
partnership interest ("Moll's Reliance Interest"), (ii) VF Investments
Corporation, a Delaware corporation ("VFIC") owns a 28% Class A preferred
partnership interest, (iii) Montero owns a 72% Class A preferred partnership
interest, (iv) Reliance Products, Inc., a Delaware corporation and the sole
general partner of Reliance LP ("RPI"), owns a 1% Class B partnership interest
and (v) Fownes Corp. and Renaissance Plastics, Inc., a Delaware corporation
("Renaissance"), each own a 15% Class B partnership interest, all in accordance
with the First Amended and Restated Agreement of
<PAGE>
Limited Partnership of Reliance Products Limited Partnership dated December 11,
1996 (the "Reliance LP Agreement");
(d) AMM Holdings owns all of the issued and outstanding capital stock
of Anchor Holdings, and Anchor Holdings owns all of the issued and outstanding
capital stock of Anchor;
(e) with respect to AMM Holdings, (i) it has issued the following
notes: (A) $6.3 million promissory note issued to VF Anchor, LLC (the "First
Redemption Note") and (B) $50,000 promissory note issued to Fackler for the
redemption of his AMM Holdings capital stock (the "AMM Redemption Note")
pursuant to that certain Take-Out Agreement dated June 9, 1998 by and among G.
Votis, Fackler and the other companies which are signatory thereto (the "Fackler
Take-Out Agreement"), and (ii) it has issued and outstanding the following
capital stock: 575 shares of common stock, $.01 par value, owned as follows: 50
shares each owned by Schiele, Fownes Corp., and A. Votis and 425 shares owned by
G. Votis;
(f) with respect to the French Parent, (i) pursuant to the terms of its
Operating Agreement dated December 30, 1997 (the "French Parent Agreement"),
membership interests are held by (A) Moll LP, with respect to which all
distributions are to be made, other than the French Distributions (as defined in
the French Parent Agreement) and (B) individual members, G. Votis, Fackler,
DeBrule, Moravec, Schneider, Wilson and A. Votis, who have the sole right to
receive the French Distributions; and (ii) pursuant to the Fackler Take-Out
Agreement, G. Votis holds an option to acquire all of Fackler's membership
interests in the French Parent (the "Votis Option"); and
(g) with respect to the SARL, all of the equity interests are owned (i)
99% by Moll Plastics, LLC, a Delaware limited liability company ("Moll
Plastics") which is owned 100% by the French Parent, and (ii) 1%, in the
aggregate by G. Votis, A. Votis, Moravec, DeBrule, Schneider and Wilson.
(h) with respect to the German Parent, all of its issued and
outstanding membership interests are held by Moll LP.
Pursuant to the terms of this Agreement, the parties hereto wish to
effectuate (i) the distribution of Moll's Reliance Interest to MPI and Montero
(the "Reliance LP Spin-Off") and (ii) a reorganization (the "Reorganization") of
the capital structures of Moll LP, Anchor and Anchor Holdings whereby, among
other things, Moll LP and Anchor will merge with Anchor surviving and changing
its name to Moll Industries, Inc. The Reliance LP Spin-Off and the
Reorganization will be accomplished in accordance with the terms of this
Agreement by means of the distribution, contributions and mergers set forth
herein. DeBrule, Moravec, Schneider and Wilson are shareholders in Montero and
will hold their equity interests after the Reorganization solely through Montero
and not individually.
2
<PAGE>
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agrees as follows:
1. Reliance LP Spin-Off. In order to effectuate the Reliance LP
Spin-Off, Moll LP hereby distributes, effective as of the Effective Time (as
hereinafter defined), its 69% Class B limited partnership interest in Reliance
LP, 90% to MPI and 10% to Montero, in partial redemption of MPI's and Montero's
respective limited partnership interests in Moll LP. As a result of the Reliance
LP Spin-Off, MPI will hold 62.1% and Montero will hold 6.9% percent of the Class
B limited partnership interests in Reliance LP which were formerly held by Moll
LP. Moll LP hereby directs RPI, as the general partner of Reliance LP, to amend
Exhibit A to the Reliance LP Agreement, in order to reflect the foregoing
Reliance LP Spin-Off. MPI and Montero hereby agree to pledge at the Effective
Time to Bank of America National Trust and Savings Association, successor by
merger to Bank of America Illinois the interests they have hereby acquired in
Reliance LP, consistent with a similar superseded pledge given by Moll LP with
respect to such interests.
2. Basic Steps of the Reorganization. Each party agrees with respect to
its applicable equity interest described in the following basic steps of the
Reorganization that each of the steps will be deemed to have occurred
simultaneously effective as of the Effective Time:
(a) Montero contributes all of its partnership interest in Moll LP to
AMM Holdings in return for cash and stock of AMM Holdings. Montero continues to
hold its 6.9% Class B limited partnership interest in Reliance LP, which it
acquired as a result of the Reliance LP Spin-Off.
(b) Textek is merged with and into AMM Holdings, with AMM Holdings
surviving, as set forth in more detail in Section 3(a) of this Agreement. All of
Textek's outstanding capital stock is canceled, and Fackler receives 6% of the
capital stock of AMM Holdings in exchange for his Fackler Textek Interest and G.
Votis also receives capital stock of AMM Holdings.
(c) MPI contributes all of its partnership interest in Moll LP to AMM
Holdings in return for cash and stock of AMM Holdings. MPI continues to hold its
62.1% Class B limited partnership interest in Reliance LP, which it acquired as
a result of the Reliance LP Spin-Off.
(d) G. Votis exercises the Votis Option and acquires Fackler's
membership interests in the French Parent.
(e) All membership interests in the French Parent not held by Moll LP
are canceled for no additional consideration.
3
<PAGE>
(f) G. Votis, A. Votis, Moravec, Wilson, DeBrule and Schneider
contribute their respective minority equity interests in the SARL to AMM
Holdings for no additional consideration.
(g) AMM Holdings (into which Textek has been merged) contributes all of
its equity interests in the following companies to Anchor Holdings, subject to
the First Redemption Note, and Anchor Holdings contributes all of such assets to
Anchor, which assumes sole liability under the First Redemption Note:
(i) Moll LP;
(ii) SARL; and
(iii) French Parent.
(h) Moll LP is merged with and into Anchor with Anchor surviving, as
set forth in more detail in Section 3(b) of this Agreement. All of the equity
interests in Moll LP held by Anchor are canceled.
(i) German Parent is merged with and into Anchor with Anchor surviving,
as set forth in more detail in Section 3(b) of this Agreement.
(j) Anchor transfers and assigns its 1% interest in the SARL to the
French Parent.
3. Mergers.
-------
(a) AMM Holdings.
------------
(i) Merger. In accordance with the provisions of this Agreement,
Section 252 of the General Corporation Law of the State of Delaware (the
"Delaware Statute"), and Articles 5.01 and 5.03 through 5.06 of the Texas
Business Corporation Act (the "Texas Statute"), at the AMM Holdings Merger
Effective Time (as hereinafter defined) (A) Textek shall be merged with and into
AMM Holdings, (B) the separate existence of Textek shall thereupon cease, and
(C) AMM Holdings shall continue to exist and shall be the surviving corporation
in the merger (the "AMM Holdings Merger").
(ii) Effective Time. The AMM Holdings Merger shall become effective
on the later to occur of (A) the filing of a Certificate of Merger, in
substantially the form of Exhibit A hereto (the "AMM Holdings Merger
Certificate"), with the Secretary of State of Delaware as provided in Section
252 of the Delaware Statute or (B) the filing of Articles of Merger, in
substantially the form of Exhibit B hereto (the "AMM Holdings Merger Articles"),
with the Secretary of State of Texas as provided in Article 5.04 of the Texas
Statute, or on such subsequent date as is set forth in the AMM Holdings Merger
Certificate and the AMM Holdings Merger Articles (the "AMM Holdings Merger
Effective Time"). AMM Holdings, the surviving corporation, and (to the extent
required) Textek agree to execute and deliver the AMM Holdings Merger
Certificate and the AMM Holdings
4
<PAGE>
Merger Articles simultaneously herewith and to cause the AMM Holdings Merger
Certificate and the AMM Holdings Merger Articles to be filed promptly hereafter,
together with the Anchor Merger Certificate (as hereinafter defined).
(iii) Effect of the AMM Holdings Merger. At and after the AMM
Holdings Merger Effective Time, AMM Holdings, as the surviving corporation,
shall possess all of the estate, property, rights, privileges, powers and
franchises of each of the constituent corporations; and all of the property,
real, personal and mixed, and all the debts due on whatever account to each of
the constituent corporations, as well as all other choses in action belonging to
each of the constituent corporations, shall be transferred to and vested in AMM
Holdings without further act or deed, and all claims, demands, property and
other interest shall be the property of AMM Holdings, and the title to all real
estate vested in each of the constituent corporations shall not revert or be in
any way impaired by reason of the AMM Holdings Merger, but shall be vested in
AMM Holdings; and all rights of creditors of each of the constituent
corporations shall not in any manner be impaired, nor shall any liability or
obligation, including (without limitation) taxes due or to become due, or any
claims or demand in any cause existing against any of the constituent
corporations, or director or officer thereof, be released or impaired by the AMM
Holdings Merger; and AMM Holdings shall be deemed to have assumed, as the
surviving corporation, and shall be liable for, all liabilities and obligations
of each of the constituent corporations in the same manner and to the same
extent as if AMM Holdings, as the surviving corporation, had itself incurred
such liabilities or obligations, including without limitation the obligations
under the AMM Redemption Note and the Textek Note. Without limiting the
generality of the foregoing, any and all fees and franchise taxes due and unpaid
by Textek to the State of Texas (or any of its governmental authorities) through
the AMM Holdings Merger Effective Time shall be the obligation of, and paid by,
AMM Holdings as the surviving corporation of the AMM Holdings Merger.
(iv) Surviving Corporation. The name of the surviving corporation,
upon effectiveness of the AMM Holdings Merger, shall be AMM Holdings, Inc. The
Certificate of Incorporation of AMM Holdings shall be the Certificate of
Incorporation of AMM Holdings, as the surviving corporation of the AMM Holdings
Merger. The By-laws of AMM Holdings shall be By-laws of AMM Holdings, as the
surviving corporation of the AMM Holdings Merger. The directors and officers of
AMM Holdings, as the surviving corporation of the AMM Holdings Merger, shall be
as follows: the directors shall be G. Votis and Schiele and the officers shall
be as set forth below, in each case to hold office in accordance with the
Certificate of Incorporation and By-laws of AMM Holdings, as the surviving
corporation of the AMM Holdings Merger.
<TABLE>
<CAPTION>
Name Office
---- ------
<S> <C>
George T. Votis Chairman, Chief Executive Officer,
Treasurer and Assistant Secretary
Charles B. Schiele President and Assistant Secretary
5
<PAGE>
Phyllis C. Best Chief Financial Officer and Secretary
Michael N. Red Senior Vice President, Marketing
T. Michael Bauer Executive Vice President,
Eastern Operations and U.K.
Walter J. Masnyk Executive Vice President, Western Operations
Jeoffrey A. de Rohan Executive Vice President, Cosmetics
Robert T. Parkey Executive Vice President, Oral Care
Jean-Jacques de Boissieu Executive Vice President, France and Portugal
Mogens Andersen Vice President, Germany
Richard L. Welton Assistant Secretary
</TABLE>
(b) Anchor.
(i) Merger. In accordance with the provisions of this Agreement and
Sections 263 and 264 of the Delaware Statute at the Anchor Merger Effective Time
(as hereinafter defined) (A) Moll LP and German Parent shall be merged with and
into Anchor, (B) the separate existence of Moll LP and German Parent shall
thereupon cease, and (C) Anchor shall continue to exist and shall be the
surviving corporation in the merger (the "Anchor Merger").
(ii) Effective Time. The Anchor Merger shall become effective on
the date that a Certificate of Merger, in substantially the form of Exhibit C
hereto (the "Anchor Merger Certificate") is filed with the Secretary of State of
Delaware as provided in Sections 263 and 264 of the Delaware Statute or on such
subsequent date as is set forth in the Anchor Merger Certificate (the "Anchor
Merger Effective Time"). Anchor, the surviving corporation, agrees to execute
and deliver the Anchor Merger Certificate simultaneously herewith and to cause
the Anchor Merger Certificate to be filed promptly hereafter, together with the
AMM Holdings Merger Certificate. For purposes of this Agreement, the "Effective
Time" shall mean that moment in time when both the AMM Holdings Effective Time
and the Anchor Merger Effective Time shall have occurred.
(iii) Effect of the Anchor Merger. At and after the Anchor Merger
Effective Time, Anchor, as the surviving corporation, shall possess all of the
estate, property, rights, privileges, powers and franchises of each of the
constituent corporations; and all of the property, real, personal and mixed, and
all the debts due on whatever account to each of the constituent corporations,
as well as all other choses in action belonging to each of the constituent
corporations, shall be transferred to and vested in Anchor without further act
or deed, and all claims, demands, property and other interest shall be the
property of Anchor, and the title to all real estate vested in each of the
constituent corporations shall not revert or be in any way impaired by reason of
the Anchor Merger, but shall be vested in Anchor; and all rights of creditors of
each of the constituent corporations shall not in any manner be impaired, nor
shall
6
<PAGE>
any liability or obligation, including (without limitation) taxes due or to
become due, or any claims or demand in any cause existing against any of the
constituent corporations, or director or officer thereof, be released or
impaired by the Anchor Merger; and Anchor shall be deemed to have assumed, as
the surviving corporation, and shall be liable for, all liabilities and
obligations of each of the constituent corporations in the same manner and to
the same extent as if Anchor, as the surviving corporation, had itself incurred
such liabilities or obligations, including without limitation the obligations
under the First Redemption Note.
(iv) Surviving Corporation. The name of the surviving
corporation, upon effectiveness of the Anchor Merger, shall be Moll Industries,
Inc. The Certificate of Incorporation of Anchor shall be the Certificate of
Incorporation of Moll Industries, Inc., as the surviving corporation of the
Anchor Merger. The By-laws of Anchor shall be By-laws of Moll Industries, Inc.,
as the surviving corporation of the Anchor Merger. The directors and officers of
Moll Industries, Inc., as the surviving corporation of the Anchor Merger, shall
be as follows: the directors shall be G. Votis and Schiele and the officers
shall be as set forth below, in each case to hold office in accordance with the
Certificate of Incorporation and By-laws of Moll Industries, Inc., as the
surviving corporation of the Anchor Merger:
<TABLE>
<CAPTION>
Name Office
---- ------
<S> <C>
George T. Votis Chairman, Chief Executive Officer,
Treasurer and Assistant Secretary
Charles B. Schiele President and Assistant Secretary
Phyllis C. Best Chief Financial Officer and Secretary
Michael N. Red Senior Vice President, Marketing
T. Michael Bauer Executive Vice President, Eastern Operations and U.K.
Walter J. Masnyk Executive Vice President, Western Operations
Jeoffrey A. de Rohan Executive Vice President, Cosmetics
Robert T. Parkey Executive Vice President, Oral Care
Jean-Jacques de Boissieu Executive Vice President, France and Portugal
Mogens Andersen Vice President, Germany
Richard L. Welton Assistant Secretary
</TABLE>
4. Events Upon the Effective Time.
(a) Conversion. At the Effective Time, the equity interest held by any
party to this Agreement in Moll LP or AMM Holdings shall automatically be
canceled and retired and shall cease to exist by virtue of the Anchor Merger,
the AMM Holdings Merger (collectively, the "Mergers") and the Reorganization and
without any action on behalf of Moll LP or AMM Holdings or the holder thereof
and such equity interest shall be converted effective as of the
7
<PAGE>
Effective Time into the shares of common stock, $.01 par value, of AMM Holdings
as set forth on Exhibit D hereto.
(b) Contribution to AMM Holdings, LLC. Each of the AMM Holdings
stockholders set forth on Exhibit D hereby contribute all of their capital stock
in AMM Holdings to AMM Holdings, LLC in accordance with the AMM Holdings, LLC
Limited Liability Company Agreement attached hereto as Exhibit E.
8
<PAGE>
5. Miscellaneous.
(a) Governing Law. This Agreement shall in all respects be construed,
interpreted and enforced in accordance with, and governed by, the internal laws
of the State of Delaware.
(b) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Each counterpart may be
delivered by telecopier, and each telecopied counterpart shall have the same
force and effect as an original signed counterpart.
[Signatures appear on the following pages.]
9
<PAGE>
IN WITNESS WHEREOF, and under seal, the parties hereto have executed
this Agreement and Plan of Distribution, Contribution and Merger as of the day
and year first above written.
MOLL PLASTICRAFTERS LIMITED PARTNERSHIP,
by TEXTEK PLASTICS, INC., its sole general partner
By: /s/ George T. Votis
--------------------
George T. Votis, CEO
MOLL PLASTICRAFTERS, INC. (DEL)
By: /s/ George T. Votis
--------------------
George T. Votis, CEO
MONTERO, INC.
By: /s/ John Moravec
--------------------
TEXTEK PLASTICS, INC.
By: /s/ George T. Votis
--------------------
George T. Votis, CEO
AMM HOLDINGS, INC.
By: /s/ George T. Votis
--------------------
George T. Votis, CEO
10
<PAGE>
ANCHOR ADVANCED PRODUCTS, INC.
By: /s/ George T. Votis
--------------------
George T. Votis, CEO
ANCHOR HOLDINGS, INC.
By: /s/ George T. Votis
--------------------
George T. Votis, CEO
MOLL INDUSTRIES, LLC
By: /s/ George T. Votis
--------------------
George T. Votis, Manager
MOLL PLASTICS SARL
By: /s/ George T. Votis
--------------------
MOLL INDUSTRIES GERMANY, LLC
By: /s/ George T. Votis
--------------------
George T. Votis, Manager
/s/ George T. Votis
--------------------
George T. Votis
/s/ Charles B. Schiele
----------------------
Charles B. Schiele
/s/ Anastasios Votis
--------------------
Anastasios Votis
11
<PAGE>
S&R FOWNES CORP.
By: /s/ Richard Fownes
-------------------------
Richard Fownes, President
/s/ Richard P. Fackler
-------------------------
Richard P. Fackler
/s/ John Moravec
-------------------------
John Moravec
/s/ Grant Wilson
-------------------------
Grant Wilson
/s/ William DeBrule
-------------------------
William DeBrule
/s/ Yehochai Schneider
-------------------------
Yehochai Schneider
12
<PAGE>
Pursuant to Section 1 of the foregoing Agreement and Plan of
Distribution, Contribution and Merger and further pursuant to Section 8.03 of
the Reliance LP Agreement, RPI, as the general partner of Reliance LP, hereby
consents to the Reliance LP Spin-Off to MPI and Montero, and by their respective
signatures below, MPI and Montero agree to be bound by the Reliance LP
Agreement.
RELIANCE PRODUCTS, INC.
By: /s/ George T. Votis
--------------------
George T. Votis, CEO
MOLL PLASTICRAFTERS, INC. (DEL)
By: /s/ George T. Votis
--------------------
George T. Votis, CEO
MONTERO, INC.
By: /s/ John Moravec
--------------------
13
<PAGE>
Exhibit A AMM Holdings Merger Certificate
Exhibit B AMM Holdings Merger Articles
Exhibit C Anchor Merger Certificate
Exhibit D AMM Holdings Stockholders
Exhibit E AMM Holdings, LLC Limited Liability Company Agreement
14
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Reference is made to that certain Stock Purchase Agreement (the
"Agreement") entered into as of June 4, 1998 by and among Gemini Plastic
Services, Inc., a Florida corporation (the "Company"), Anchor Advanced Products,
Inc., a Delaware corporation (the "Purchaser"), and Robert Hayberg, Carl Hunt,
Monty Cochran, Phillips Patton, Robert Dehner, Crugar Tuttle, Gregory Cronkhite
and Wayne Moore (each a Seller and sometimes collectively referred to herein as
the "Sellers"). Capitalized terms used herein and not otherwise defined shall
have the same meaning herein as in the Agreement.
The purpose of this Amendment No. 1 is to set forth the parties'
agreement with respect to certain issues under the Agreement.
Accordingly, the parties hereby agree as follows:
1. Purchase Price Adjustment. Notwithstanding any provision in the
Agreement to the contrary, (a) the parties have agreed that the Purchaser shall
pay an estimated Purchase Price at Closing of $9,800,000, (b) the Purchaser
shall cause the Company to prepay the outstanding indebtedness under the
Affiliate Notes as set forth on Schedule 2.26 (an aggregate amount of $378,992),
in exchange for the return of each of the original Affiliate Notes, marked "Paid
in Full", and (c) the Sellers have advised the Purchaser that the
lease/financing obligations for equipment newly acquired since February 28, 1998
is not $1,192,036.50 as previously represented by the Sellers on Schedule
1.02(b), but rather $594,466. In connection therewith:
(a) Amendment to Section 1.02(b) of the Agreement. Section 1.02(b) of
the Agreement is hereby amended by deleting such Section in its
entirety from the Agreement and substituting therefor the
following:
"(b) "Closing Liabilities Amount" means the aggregate amount of
total liabilities appearing on the Closing Balance Sheet, as
finally determined pursuant to Section 1.06, provided that (i) the
capital lease/financing obligations of Five Hundred Ninety-Four
Thousand Four Hundred Sixty-Six Dollars ($594,466) for equipment
newly acquired since February 28, 1998 shall not be included in the
calculation of Closing Liabilities Amount hereunder and (ii) the
indebtedness of the Company under the Affiliate Notes shall be
included in the calculation of Closing Liabilities Amount."; and
<PAGE>
(b) Amendment to Section 1.02(d) of the Agreement. Section 1.02(d) of
the Agreement is hereby amended by deleting such Section in its
entirety from the Agreement and substituting therefor the
following:
"(d) "Purchase Price" means Nine Million Eight Hundred Thousand
Dollars ($9,800,000), minus (i) the amount, if any, by which the
Closing Liabilities Amount exceeds Five Million One Hundred Ninety
Thousand One Hundred Eight Dollars ($5,190,108) and minus (ii) the
amount, if any, by which the stockholders' equity of $2,760,692
appearing on the estimated Closing Balance Sheet which has been
submitted by the Sellers to the Purchaser and attached hereto as
Exhibit A, exceeds the Closing Net Book Value."
2. New Equipment. Notwithstanding any provision in the Agreement to the
contrary, any reference in the Agreement to Schedule 1.02(b) or the amounts set
forth therein are hereby amended to be a reference to $594,466, that being the
amount which Sellers represent and warrant to the Purchaser as the total amount
of lease/financing obligations for equipment newly acquired since February 28,
1998.
3. FINOVA. Notwithstanding any provision in the Agreement to the
contrary, the parties acknowledge that they have not received a consent to the
assignment of the Company=s agreements with FINOVA Technology Finance, Inc.,
f/k/a Financing for Science International, Inc. ("FINOVA") and have agreed to
proceed with the Closing as contemplated under the Agreement subject to the
following:
(a) the Sellers and the Purchaser will cooperate using reasonable good
faith efforts to obtain FINOVA=s consent to the assignment of its contracts with
the Company to the Purchaser with minimum fees, costs and expenses;
(b) to the extent there are any such fees, costs or expenses of any
kind whatsoever, including without limitation penalties, the Sellers, jointly
and severally, on the one-hand, and the Purchaser, on the other hand, agree to
split such fees, costs and expenses on a fifty-fifty basis. Any such cost
splitting shall not be subject to the provisions of ARTICLE IX of the Agreement.
4. NECC. Notwithstanding any provision in the Agreement to the
contrary, the parties have agreed that if the cost to obtain a consent to the
assignment of the Company=s contracts with New England Capital Corporation
("NECC") exceeds $5,000, the Sellers, jointly and severally, on the one hand,
and the
<PAGE>
Purchaser, on the other hand, agree to bear any such excess costs on a
fifty-fifty basis. Any such cost splitting shall not be subject to the
provisions of ARTICLE IX of the Agreement.
5. No Further Amendments. Except as specifically amended hereby, the
Agreement remains in full force and effect.
6. Counterparts. This Amendment No. 1 may be executed in one or more
counterparts, and with counterpart signature pages, each of which shall be an
original, but all of which together shall constitute one and the same Amendment
No. 1, and each such counterpart may be delivered by telecopy and any such
delivery shall be as effective as delivery of a manually signed counterpart.
[Signatures appear on the following page.]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment No. 1 to Stock Purchase Agreement as a sealed instrument as of this
29th day of June, 1998.
Company:
GEMINI PLASTIC SERVICES, INC.
By: /s/ Crugar Tuttle, President
-----------------------------
Sellers:
/s/ Robert Hayberg /s/ Carl Hunt
-------------------- ------------------
Robert Hayberg Carl Hunt
/s/ Monty Cochran /s/Phillips Patton
-------------------- ------------------
Monty Cochran Phillips Patton
/s/ Robert Dehner /s/ Crugar Tuttle
-------------------- ------------------
Robert Dehner Crugar Tuttle
/s/ Gregory Cronkhite /s/ Wayne Moore
-------------------- ------------------
Gregory Cronkhite Wayne Moore
Purchaser:
ANCHOR ADVANCED PRODUCTS, INC.
By: /s/ George T. Votis
--------------------
George T. Votis, CEO
Exhibit 99.1
[PricewaterhouseCoopers LLP Letterhead]
July 7, 1998
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir/Madam:
We have read Item 4 included in the Form 8-K dated July 10, 1998 of Moll
Industries, Inc. and Anchor Holdings, Inc. and subsidiaries to be filed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
