<PAGE>
CUSIP No. 282491 10 9 Page 1 of 16 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
800-JR CIGAR, Inc.
--------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------------------------
(Title of Class of Securities)
282491 10 9
--------------------------------------------------------
(CUSIP Number)
SAMUEL B. FORTENBAUGH III, ESQ.
MORGAN, LEWIS & BOCKIUS LLP
101 PARK AVENUE
NEW YORK, NEW YORK 10178
(212) 309-6000
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
SEPTEMBER 27, 2000
--------------------------------------------------------
(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 / /.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP No. 282491 10 9 13D Page 2 of 16 Pages
----------- --- ---
-------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
JRC Acquisition Corp.
-------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
-------------------------------------------------------------------------------
(3) SEC Use Only
-------------------------------------------------------------------------------
(4) Source of Funds*
BK
-------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) / /
-------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
-------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting 0
Person With --------------------------------------------------
(8) Shared Voting
Power
10,578,219
--------------------------------------------------
(9) Sole Dispositive
Power
0
--------------------------------------------------
(10) Shared Dispositive
Power
10,578,219
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
10,578,219
-------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
89.2%
-------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
-------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 282491 10 9 13D Page 3 of 16 Pages
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-------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
L&LR, Inc.
-------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
-------------------------------------------------------------------------------
(3) SEC Use Only
-------------------------------------------------------------------------------
(4) Source of Funds*
BK
-------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) / /
-------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
-------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting 0
Person With --------------------------------------------------
(8) Shared Voting
Power
10,578,219
--------------------------------------------------
(9) Sole Dispositive
Power
0
--------------------------------------------------
(10) Shared Dispositive
Power
10,578,219
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
10,578,219
-------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
89.2%
-------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
-------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 282491 10 9 13D Page 4 of 16 Pages
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-------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Lewis I. Rothman
-------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
-------------------------------------------------------------------------------
(3) SEC Use Only
-------------------------------------------------------------------------------
(4) Source of Funds*
BK
-------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) / /
-------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States of America
-------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting 0
Person With --------------------------------------------------
(8) Shared Voting
Power
11,202,379
--------------------------------------------------
(9) Sole Dispositive
Power
0
--------------------------------------------------
(10) Shared Dispositive
Power
11,202,379
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
11,202,379
-------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
93.6%
-------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
-------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 282491 10 9 13D Page 5 of 16 Pages
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-------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
LaVonda M. Rothman
-------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
-------------------------------------------------------------------------------
(3) SEC Use Only
-------------------------------------------------------------------------------
(4) Source of Funds*
BK
-------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) / /
-------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States of America
-------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting 0
Person With --------------------------------------------------
(8) Shared Voting
Power
11,202,379
--------------------------------------------------
(9) Sole Dispositive
Power
0
--------------------------------------------------
(10) Shared Dispositive
Power
11,202,379
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
11,202,379
-------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
93.6%
-------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
-------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 282491 10 9 13D Page 6 of 16 Pages
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-------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Samuel Bornstein, as trustee for the Lewis Irving Rothman
1998 Trust #1 u/a/d November 10, 1998
-------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
-------------------------------------------------------------------------------
(3) SEC Use Only
-------------------------------------------------------------------------------
(4) Source of Funds*
BK
-------------------------------------------------------------------------------
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e) / /
-------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States of America
-------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power
by Each Reporting 0
Person With --------------------------------------------------
(8) Shared Voting
Power
10,578,219
--------------------------------------------------
(9) Sole Dispositive
Power
0
--------------------------------------------------
(10) Shared Dispositive
Power
10,578,219
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
10,578,219
-------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
89.2%
-------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
-------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 282491 10 9 Page 7 of 16 Pages
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STATEMENT PURSUANT TO RULE 13d-1
OF THE GENERAL RULES AND REGULATIONS
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is the
common stock ("COMMON STOCK"), $0.01 par value per share, of 800-JR CIGAR, Inc.,
a Delaware corporation (the "COMPANY"). The principal executive offices of the
Company are located at 301 Route 10 East, Whippany, New Jersey 07981.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed on behalf of JRC Acquisition Corp.
("JRC"), L&LR, Inc. ("L&LR"), Lewis I. Rothman, LaVonda M. Rothman and Samuel
Bornstein, as trustee of the Lewis Irving Rothman 1998 Trust #1 u/a/d November
10, 1998 (the "1998 TRUST") (collectively, the "REPORTING PERSONS").
JRC, a Delaware corporation, is a wholly-owned subsidiary of L&LR. The
principal business address of JRC is c/o 800-JR CIGAR, Inc., 301 Route 10 East,
Whippany, New Jersey 07981. Lewis I. Rothman is the President and a director of
JRC. LaVonda M. Rothman is the Vice President, Secretary, Treasurer and a
director of JRC.
L&LR is a Delaware corporation. The principal business address of L&LR is
c/o 800-JR CIGAR, Inc., 301 Route 10 East, Whippany, New Jersey 07981. Lewis I.
Rothman is the President and a director of L&LR. LaVonda M. Rothman is the Vice
President, Secretary, Treasurer and a director of L&LR. Lewis I. Rothman and
LaVonda M. Rothman (collectively, the "ROTHMANS") are the sole stockholders of
L&LR.
The address of Lewis I. Rothman is c/o 800-JR CIGAR, Inc., 301 Route 10
East, Whippany, New Jersey 07981. Mr. Rothman is principally employed as the
President and Chief Executive Officer of the Company. He is a United States
citizen. Mr. Rothman is married to LaVonda M. Rothman.
The address of LaVonda M. Rothman is c/o 800-JR CIGAR, Inc., 301 Route 10
East, Whippany, New Jersey 07981. Mrs. Rothman is principally employed as the
Executive Vice President and Secretary of the Company. She is a United States
citizen. Mrs. Rothman is married to Lewis I. Rothman.
The address of Mr. Bornstein is East Lake Road, Tuxedo, New York 10987.
Mr. Bornstein is a United States citizen serving as trustee for a trust
established under the laws of the State of New Jersey.
<PAGE>
CUSIP No. 282491 10 9 Page 8 of 16 Pages
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During the past five (5) years, none of the Reporting Persons and none of
the executive officers and directors of JRC and L&LR named above have been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to United States
federal or state securities laws or finding any violation with respect to such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In connection with the Company's initial public offering of stock (the
"OFFERING") on June 26, 1997, the Rothmans, the Trust f/b/o Shane Rothman
u/a/d November 1, 1994 (the "SHANE ROTHMAN TRUST"), the Trust f/b/o Luke
Rothman u/a/d November 1, 1994 (the "LUKE ROTHMAN TRUST"), the Trust f/b/o
Marni Rothman u/a/d/ November 1, 1994 (the "MARNI ROTHMAN TRUST") and the
Trust f/b/o Samantha Rothman u/a/d November 1, 1994 (the "SAMANTHA ROTHMAN
TRUST") contributed to the Company all of the outstanding stock that they
owned in J.R. Tobacco of America, Inc., J.N.R. Grocery Corp., J&R Tobacco
(New Jersey) Corp., J.R. Tobacco Company of Michigan, Inc., Cigars by Santa
Clara, N.A., Inc., J.R. Tobacco Outlet, Inc., J.R.-46th Street, Inc., J.R.
Tobacco NC, Inc., and J.R. Statesville, Inc. (collectively, the "PREDECESSOR
ENTITIES") in exchange for common stock in the Company. The Shane Rothman
Trust, the Luke Rothman Trust, the Marni Rothman Trust and the Samantha
Rothman Trust are collectively referred to herein as the Children Trusts. As
consideration for the contribution of their interests in the Predecessor
Entities, each of Lewis I. Rothman, LaVonda M. Rothman, the Shane Rothman
Trust, the Luke Rothman Trust, the Marni Rothman Trust and the Samantha
Rothman Trust received 4,387,920, 4,387,920, 131,040, 131,040, 131,040 and
131,040 shares of Common Stock, respectively, or an aggregate of 9,300,000
shares of Common Stock. The Rothmans are joint trustees of the Children
Trusts. Samuel Bornstein serves as Special Trustee for the Children Trusts.
For purposes of Rule 13d-3 promulgated under the Securities Exchange Act of
1934, as amended (the "EXCHANGE ACT"), the Rothmans may be deemed to
beneficially own the shares held by the Children Trusts.
In November 1998, Lewis I. Rothman sold to the 1998 Trust an aggregate of
1,000,000 shares of Common Stock for a total purchase price of $12,402,500
payable in accordance with the terms and conditions of a Stock Purchase
Agreement, dated as of November 10, 1998, attached hereto as EXHIBIT 1 (the
"NOVEMBER 1998 STOCK PURCHASE AGREEMENT") and incorporated herein by reference.
In March 1999, LaVonda M. Rothman sold 1,000,000 shares of Common Stock to the
1998 Trust for a total purchase price of $7,175,000 payable in accordance with
the terms and conditions of a Stock Purchase Agreement, dated as of March 11,
1999, attached hereto as EXHIBIT 2 (the "MARCH 1999 STOCK PURCHASE AGREEMENT")
and incorporated herein by reference.
The Reporting Persons have made the purchases described in Item 5(c)
hereof with funds obtained through a bank loan in an amount of up to $55 million
(the "BRIDGE LOAN") obtained from a group of three lenders comprised of The
Chase Manhattan Bank ("CHASE"), Fleet Bank, N.A. ("FLEET") and European American
Bank ("EAB"). Chase is serving as administrative agent and Fleet is serving as
documentation agent in connection with the Bridge Loan. The terms and conditions
of the Bridge Loan
<PAGE>
CUSIP No. 282491 10 9 Page 9 of 16 Pages
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are set forth in that certain Credit Agreement, dated as of August 28, 2000
(the "CREDIT AGREEMENT"), by and among L&LR and JRC, as co-borrowers, Chase,
Fleet and EAB, a copy of which is attached hereto as EXHIBIT 4 and
incorporated herein by reference. In connection with the Credit Agreement,
JRC entered into a Pledge Agreement, dated as of September 27, 2000, with
Chase, attached hereto as EXHIBIT 5 and incorporated by reference herein (the
"JRC PLEDGE AGREEMENT") and a related Account Control Agreement, dated as of
September 27, 2000, with Chase and American Stock Transfer & Trust Company
("AST"), attached hereto as EXHIBIT 6 and incorporated by reference herein
(the "ACCOUNT CONTROL AGREEMENT"), pursuant to which JRC granted Chase a
perfected security interest in all of the shares of the Company owned or
hereafter acquired by JRC. In addition L&LR entered into a Pledge Agreement,
dated as of September 27, 2000, with Chase, attached hereto as EXHIBIT 7 and
incorporated by reference herein (the "L&LR PLEDGE AGREEMENT"), pursuant to
which L&LR granted Chase a perfected security interest in all of the shares
of JRC that it owned.
The information set forth in the "THE OFFER, Section 8, Certain
Information Concerning the Company," "THE OFFER, Section 9 -- Certain
Information Concerning Parent Stockholders, Parent and Purchaser," "THE OFFER,
Section 10 -- Source and Amount of Funds," and "THE OFFER, Section 14 -- Fees
and Expenses" of the Offer to Purchase, dated August 29, 2000, attached hereto
as EXHIBIT 8 (the "OFFER TO PURCHASE"), is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
On June 5, 2000, Lewis I. Rothman and LaVonda M. Rothman (collectively,
the "ROTHMANS") submitted a proposal (the "PROPOSED TRANSACTION") to the Board
of Directors of the Company to acquire all of the outstanding shares of Common
Stock not presently owned by the Rothmans and the 1998 Trust (the "MINORITY
INTEREST") at a price of $12.00 per share. On July 21, 2000, the Rothmans formed
L&LR and JRC in the State of Delaware for the purpose of consummating the
Proposed Transaction.
During the weeks of July 31, August 7, and August 14, 2000, the financial
and legal advisors of L&LR negotiated the terms and conditions of the Proposed
Transaction, including the offer price, with a special committee of the Board of
Directors of the Company consisting of the three independent directors of the
Company (the "SPECIAL COMMITTEE"), which was formed for the purpose of
evaluating the proposal, and the Special Committee's financial and legal
advisors. As a result of these negotiations, JRC increased its proposed offer
price to $13.00 per share. On August 25, 2000, the Rothmans each subscribed to
purchase 3,387,920 shares of L&LR for a total purchase price of $338.80, and the
1998 Trust subscribed to purchase 2,000,000 shares of L&LR for a total purchase
price of $200.
At a meeting on August 28, 2000, the Board of Directors of the Company
unanimously approved the terms and conditions of a tender offer by JRC (the
"TENDER OFFER") to acquire the Minority Interest at the price per share of
$13.00 as set forth in the Offer to Purchase, and the terms and conditions of
a merger of the Purchaser with and into the Company, with the
<PAGE>
CUSIP No. 282491 10 9 Page 10 of 16 Pages
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Company as the surviving corporation (the "MERGER"), as set forth in the
Agreement and Plan of Merger, dated as of August 28, 2000, by and among L&LR,
JRC, the Rothmans and the 1998 Trust (for purposes of Section 6.10 thereof
only), and the Company, attached hereto as EXHIBIT 9 and incorporated herein by
reference (the "MERGER AGREEMENT"). JRC launched the Tender Offer on August 29,
2000.
Upon successful consummation of the Merger, the shares of Common Stock of
the Company will become eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, and such
shares of Common Stock will cease to be quoted on the Nasdaq National Market.
The information set forth in the "INTRODUCTION," "SPECIAL FACTORS, Section
6 -- Purpose of the Offer and the Merger" and "SPECIAL FACTORS, Section 5 --
Plans for the Company," "THE OFFER, Section 1 -- Terms of the Offer," and "THE
OFFER, Section 7 -- Effect of the Offer on the Market for the Shares; Stock
Listing; Exchange Act Registration" of the Offer to Purchase is incorporated
herein by reference.
Except as set forth in this Item 4, none of the Reporting Persons has any
plans or proposals which relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
<PAGE>
CUSIP No. 282491 10 9 Page 11 of 16 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in Items 5-11 of the cover sheet filed herewith
is incorporated by reference in response to this Item.
(a) Based on the Quarterly Report on Form 10-Q of the Company for the period
ended June 30, 2000, as of August 4, 2000, there were 11,862,299 shares of
Common Stock outstanding. Set forth below is the aggregate number and percentage
of shares of Common Stock beneficially owned by each Reporting Person.
REPORTING PERSON SHARES OF COMMON STOCK PERCENTAGE
---------------- ---------------------- ----------
Lewis I. Rothman 11,202,379 (1)(2)(3) 93.6%
LaVonda M. Rothman 11,202,379 (1)(2)(3) 93.6%
Lewis Irving Rothman 1998 Trust #1 10,578,219 (3) 89.2%
L&LR, Inc. 10,578,219 (3) 89.2%
JRC Acquisition Corp. 10,578,219 (3) 89.2%
---------------------
(1) Includes (i)131,040 shares of Common Stock held by LaVonda M. Rothman and
Lewis I. Rothman, Trustees and Samuel Bornstein as Special Trustee of a
trust f/b/o Shane Rothman created under a trust agreement dated November
1, 1994, Lewis I. Rothman, Grantor, (ii) 131,040 shares of Common Stock
held by LaVonda M. Rothman and Lewis I. Rothman, Trustees, and Samuel
Bornstein as Special Trustee of a trust f/b/o Marni Rothman created under
a trust agreement dated November 1, 1994, Lewis I. Rothman, Grantor, (iii)
131,040 shares of Common Stock held by LaVonda M. Rothman and Lewis I.
Rothman, Trustees and Samuel Bornstein as Special Trustee of trust f/b/o
Samantha Rothman created under a trust agreement dated November 1, 1994,
Lewis I. Rothman, Grantor, and (iv) 131,040 shares of Common Stock held by
LaVonda M. Rothman and Lewis I. Rothman, Trustees and Samuel Bornstein as
Special Trustee of a trust f/b/o Luke Rothman created under a trust
agreement dated November 1, 1994, Lewis I. Rothman, Grantor, which may be
deemed to be beneficially owned by the reporting person but as to which
the reporting person disclaims beneficial ownership.
(2) Includes 50,000 shares of Common Stock issuable upon the exercise of
options granted to Lewis I. Rothman under the Company's 1997 Long-Term
Incentive Plan and 50,000 shares of Common Stock issuable upon the
exercise of options granted to LaVonda M. Rothman under the Company's
1997 Long-Term Incentive Plan.
(3) Includes 10,578,219 shares of Common Stock owned by JRC Acquisition Corp.
(b) (i) SOLE POWER TO VOTE OR DIRECT THE VOTE:
<PAGE>
CUSIP No. 282491 10 9 Page 12 of 16 Pages
----------- --- ---
REPORTING PERSON SHARES OF COMMON STOCK
---------------- ----------------------
Lewis I. Rothman 0
LaVonda M. Rothman 0
Lewis Irving Rothman 1998 Trust #1 0
L&LR, Inc. 0
JRC Acquisition Corp. 0
(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE:
REPORTING PERSON SHARES OF COMMON STOCK
---------------- ----------------------
Lewis I. Rothman 11,202,379
LaVonda M. Rothman 11,202,379
Lewis Irving Rothman 1998 Trust #1 10,578,219
L&LR, Inc. 10,578,219
JRC Acquisition Corp. 10,578,219
(iii) SOLE POWER TO DISPOSE OR DIRECT THE DISPOSITION OF:
REPORTING PERSON SHARES OF COMMON STOCK
---------------- ----------------------
Lewis I. Rothman 0
LaVonda M. Rothman 0
Lewis Irving Rothman 1998 Trust #1 0
L&LR, Inc. 0
JRC Acquisition Corp. 0
(iv) SHARED POWER TO DISPOSE OR DIRECT THE DISPOSITION OF:
REPORTING PERSON SHARES OF COMMON STOCK
---------------- ----------------------
Lewis I. Rothman 11,202,379
LaVonda M. Rothman 11,202,379
Lewis Irving Rothman 1998 Trust #1 10,578,219
L&LR, Inc. 10,578,219
JRC Acquisition Corp. 10,578,219
(c) On September 27, 2000 JRC paid for and acquired 1,802,379 shares of
Common Stock of the Company pursuant to the Tender Offer, representing
approximately 58.4% of the total number of shares of Common Stock that were
eligible for deposit, at a purchase price of $13.00 per share.
(d) None.
(e) Not applicable.
<PAGE>
CUSIP No. 282491 10 9 Page 13 of 16 Pages
----------- --- ---
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
With the exception of the November 1998 Stock Purchase Agreement, the
March 1999 Stock Purchase Agreement, the Credit Agreement, the JRC Pledge
Agreement, the Account Control Agreement, the L&LR Pledge Agreement and the
Merger Agreement, none of the Reporting Persons has any contract, arrangement,
understanding or relationship (legal or otherwise) with each other or between
such persons and any other person with respect to any securities of the Company,
including, but not limited to, transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies. As a general matter, it is understood that the
Reporting Persons will not take any action with respect to the 10,578,219
shares of Common Stock owned by JRC without consulting with each other.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement among the Reporting Persons.
Exhibit 2 Stock Purchase Agreement, dated as of November 10, 1998, by
and among Lewis I. Rothman and the 1998 Trust, as amended.*
Exhibit 3 Stock Purchase Agreement, dated as of March 11, 1999, by and
among LaVonda M. Rothman and the 1998 Trust, as amended.*
Exhibit 4 Credit Agreement, dated as of August 28, 2000, by and among
JRC and L&LR, as co-borrowers, the lenders signatory thereto
and Chase, as administrative agent.**
Exhibit 5 Pledge Agreement, dated as of September 27, 2000, by and
between JRC and Chase.**
Exhibit 6 Account Control Agreement, dated as of September 27, 2000,
by and among JRC, L&LR, Chase and AST.**
Exhibit 7 Pledge Agreement, dated as of September 27, 2000, by and
between L&LR and Chase.**
Exhibit 8 Offer to Purchase, dated August 29, 2000.**
Exhibit 9 Agreement and Plan of Merger, dated as of August 28, 2000,
by and among the Reporting Persons and the Company.**
Exhibit 10 Press release of JRC, dated September 27, 2000.***
<PAGE>
CUSIP No. 282491 10 9 Page 14 of 16 Pages
----------- --- ---
* Incorporated by reference to the Statement on Schedule 13D filed with the
Securities and Exchange Commission on August 29, 2000 by Mr. Bornstein in
his capacity as trustee for the 1998 Trust.
** Incorporated by reference to the Tender Offer Statement on Schedule TO,
filed with the Securities and Exchange Commission on August 29, 2000 by
the Reporting Persons, as amended on September 1, 2000, September 15, 2000
and September 27, 2000.
*** Incorporated by reference to Amendment No. 3 to the Tender Offer Statement
on Schedule TO, filed with the Securities and Exchange Commission on
September 27, 2000 by the Reporting Persons.
<PAGE>
CUSIP No. 282491 10 9 Page 15 of 16 Pages
----------- --- ---
SIGNATURES
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.
Date: September 27, 2000 JRC ACQUISITION CORP.
By: /s/ Lewis I. Rothman
--------------------------------
Name: Lewis I. Rothman
Title: President
Date: September 27, 2000 L&LR, INC.
By: /s/ Lewis I. Rothman
--------------------------------
Name: Lewis I. Rothman
Title: President
Date: September 27, 2000 /s/ Lewis I. Rothman
----------------------------------
Lewis I. Rothman
Date: September 27, 2000 /s/ LaVonda M. Rothman
-------------------------------------
LaVonda M. Rothman
Date: September 27, 2000 /s/ Samuel Bornstein
-------------------------------------
Samuel Bornstein, as Trustee of the
Lewis Irving Rothman 1998 Trust #1
u/a/d November 10, 1998
