<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
WELLS-GARDNER ELECTRONICS CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
949765101
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(CUSIP Number)
David J. Kaufman, Esq.
Katten Muchin & Zavis
525 W. Monroe, Suite 1600
Chicago, IL 60661-3693
Phone Number: (312) 902-5200
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 9, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 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> 2
SCHEDULE 13D
CUSIP NO. 949765101 PAGE 2 OF 19 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Randall S. Wells
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
96,608
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
705,054
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
96,608
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
840,112
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 949765101 PAGE 3 OF 19 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anthony Spier
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
116,318
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
685,344
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
116,318
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
862,912
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 949765101 PAGE 4 OF 19 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John R. Blouin
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
21,500
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
780,162
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
21,500
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
811,409
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 949765101 PAGE 5 OF 19 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James Industries, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
801,662
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
801,662
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.7%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 949765101 PAGE 6 OF 19 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James J. Roberts, Jr., individually and as trustee of the James J. Roberts
Trust UTA Dated 01-23-91
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
567,236
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
234,426
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
567,236
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
811,409
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 7
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (the "Schedule 13D") relates to shares
of Common Stock, par value $1.00 per share (the "Common Stock"), of
Wells-Gardner Electronics Corporation ("Wells-Gardner"), which has its principal
office at 2701 North Kildare Avenue, Chicago, Illinois 60639.
ITEM 2. IDENTITY AND BACKGROUND
The following is a description of each of the persons filing this
Schedule 13D (each a "Reporting Person"). Except as otherwise indicated below,
the business address of each Reporting Person and such Reporting Person's
employer is 2701 North Kildare Avenue, Chicago, Illinois 60639 and such
Reporting Person is a citizen of the United States. During the last five years,
none of the Reporting Persons has (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been 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, federal or state securities laws or finding any
violations with respect to such laws.
(a) Randall S. Wells
Randall S. Wells is the Vice President, General Manager and a director
of Wells-Gardner.
(b) Anthony Spier
Anthony Spier is the President, Chief Executive Officer, and Chairman
of the Board of Wells-Gardner.
(c) John R. Blouin
John R. Blouin's business address is 1619 Colonial Parkway, Inverness,
Illinois 60067. Mr. Blouin is the President of James Industries, Inc. and a
director of Wells-Gardner.
(d) James Industries, Inc.
The address of the principal office of James Industries, Inc. ("James
Industries") is 1619 Colonial Parkway, Inverness, Illinois 60067. James
Industries, an Illinois corporation, is a sales representative organization
serving the electronics and computer industries. The principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted of each executive
officer and director of James Industries are set forth in Appendix A.
Page 7 of 19
<PAGE> 8
(e) James J. Roberts, Jr., individually and as trustee of the James J.
Roberts Trust UTA Dated 01-23-91 (the "Trust")
James J. Roberts, Jr. is the Chief Executive Officer and Treasurer and
sole member of the Board of Directors of James Industries and a director of
Wells-Gardner. Mr. Roberts's business address is the address of James
Industries' principal office as set forth above.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
N/A
ITEM 4. PURPOSE OF TRANSACTION
Each of the Reporting Persons acquired the shares of Common Stock
beneficially owned by it for investment purposes. The Voting Rights Agreement
(as defined below) was entered into by the Reporting Persons for the purpose of
pooling their votes for the election of directors for Wells-Gardner.
The Reporting Persons have no present plans or proposals which relate
to or would result in any of the following (although the Reporting Persons
reserve the right to develop such plans or proposals or any other plans relating
to Wells-Gardner and to take action with respect thereto): (i) the acquisition
by any person of additional securities of Wells-Gardner, or the disposition of
the securities of Wells-Gardner; (ii) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving Wells-Gardner or any
of its subsidiaries; (iii) a sale or transfer of a material amount of the assets
of Wells-Gardner or any of its subsidiaries; (iv) any change in the present
board of directors or management of Wells-Gardner, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board, except as noted below; (v) any material change in
Wells-Gardner's business or corporate structure; (vi) any material change in the
present capitalization or dividend policy of Wells-Gardner, except as noted
below; (vii) any other material change in Wells-Gardner's business or corporate
structure; (viii) changes in Wells-Gardner's articles of incorporation, bylaws,
or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Wells-Gardner by any person; (ix) causing a class
of securities of Wells-Gardner to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (x) a class of equity
securities of Wells-Gardner becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended;
or (xi) any action similar to any of those enumerated above. The Wells-Gardner
Board of Directors has declared a .05 for 1.00 stock dividend to be distributed
on April 22, 1999 to Wells-Gardner Shareholders of record as of April 13, 1999.
The Wells-Gardner Shareholders will elect nine directors at the 1999 Annual
Meeting of Shareholders on April 27, 1999.
Page 8 of 19
<PAGE> 9
ITEM 5. INTERESTS IN SECURITIES OF ISSUER
To the extent that the responses in this Item 5 relate to persons other
than the Reporting Persons, such responses are qualified in that they are made
to the best knowledge of the Reporting Persons.
The percentage calculations set forth in this Item 5 are based on
4,293,547 shares of Common Stock outstanding as of March 3, 1999.
Mr. Wells beneficially owns directly (i) 96,608 shares of Common Stock,
(ii) 34,450 shares of Common Stock that may be acquired within 60 days pursuant
to outstanding stock options, and (iii) 4,000 shares of Common Stock through
performance-based restricted stock awards that could vest in accordance with
their terms. The 135,058 shares of Common Stock beneficially owned by Mr. Wells
represent approximately 3.1% of the outstanding Common Stock as of March 3,
1999. Including the 705,054 shares of Common Stock owned by the other Reporting
Persons, Mr. Wells may be deemed to beneficially own 19.4% of the outstanding
Common Stock as of March 3, 1999.
Mr. Wells has the sole power to dispose of or to direct the disposition
of 96,608 shares of Common Stock. The power to vote or direct the vote of such
shares is shared pursuant to the Voting Rights Agreement (as defined below).
Mr. Spier beneficially owns directly (i) 116,318 shares of Common
Stock, (ii) 47,250 shares of Common Stock that may be acquired within 60 days
pursuant to outstanding stock options, and (iii) 14,000 shares of Common Stock
through performance-based restricted stock awards that could vest in accordance
with their terms. The 177,568 shares of Common Stock beneficially owned by Mr.
Spier represent approximately 4.1% of the outstanding Common Stock as of March
3, 1999. Including the 685,344 shares of Common Stock owned by the other
Reporting Persons, Mr. Spier may be deemed to beneficially own 19.8% of the
outstanding Common Stock as of March 3, 1999.
Mr. Spier has the sole power to dispose of or to direct the disposition
of 116,318 shares of Common Stock. The power to vote or direct the vote of such
shares is shared pursuant to the Voting Rights Agreement (as defined below).
Mr. Blouin beneficially owns directly (i) 21,500 shares of Common
Stock, including 1,000 shares of Common Stock owned by him in joint tenancy and
1,000 shares issued to each of the Wells-Gardner non-employee directors on March
1, 1999 and (ii) 9,747 shares of Common Stock that may be acquired within 60
days pursuant to outstanding stock options. The 31,247 shares of Common Stock
beneficially owned by Mr. Blouin represent less than one percent of the
outstanding Common Stock as of March 3, 1999. Including the 780,162 shares of
Common Stock owned by the other Reporting Persons, Mr. Blouin may be deemed to
beneficially own 18.9% of the outstanding Common Stock as of March 3, 1999.
Page 9 of 19
<PAGE> 10
Mr. Blouin has the sole power to dispose of or to direct the
disposition of 21,500 shares of Common Stock. The power to vote or direct the
vote of such shares is shared pursuant to the Voting Rights Agreement (as
defined below).
James Industries does not directly own any shares of Common Stock.
Including the 801,662 shares of Common Stock owned by the other Reporting
Persons, James Industries may be deemed to beneficially own 18.7% of the
outstanding Common Stock as of March 3, 1999.
James Industries does not have the sole power to dispose of or direct
the disposition of any shares of Common Stock.
Mr. Roberts beneficially owns directly (i) 11,800 shares of Common
Stock individually, including 1,000 shares issued to each of the Wells-Gardner
non-employee directors on March 1, 1999, (ii) 9,747 shares of Common Stock that
may be acquired within 60 days pursuant to outstanding stock options, and (iii)
555,436 shares of Common Stock as trustee of the Trust. The 576,983 shares of
Common Stock beneficially owned by Mr. James represent approximately 13.4% of
the outstanding Common Stock as of March 3, 1999. Including the 234,426 shares
of Common Stock owned by the other Reporting Persons, Mr. Roberts may be deemed
to beneficially own 18.9% of the outstanding Common Stock as of March 3, 1999.
Mr. Roberts has the sole power to dispose of or to direct the
disposition of 567,236 shares of Common Stock. The power to vote or direct the
vote of such shares is shared pursuant to the Voting Rights Agreement (as
defined below).
Except as noted above, the Reporting Persons have not, and to the best
knowledge of James Industries, none of the persons listed in Appendix A hereto
has, effected any transactions in shares of Common Stock during the past 60
days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Beneficial ownership of the shares of Common Stock was acquired
pursuant to a Voting Rights Agreement executed by and among each of the
Reporting Persons and Wells-Gardner on December 9, 1998 (the "Voting Rights
Agreement"), whereby the Reporting Persons agreed to vote their shares of Common
Stock at each election of directors for such slate of nominees as the Executive
Committee of the Wells-Gardner Board of Directors shall designate, provided that
such slate will always include Messrs. Spier, Blouin, Roberts, and Wells or any
of them as are willing and able to serve as directors.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit 1 Written agreement relating to the filing of joint acquisition
statements as required by Rule 13d-1(k).
Page 10 of 19
<PAGE> 11
Exhibit 2 Voting Rights Agreement dated as of the 9th day of December 1998, by
and among each of the Reporting Persons and Wells-Gardner.
Page 11 of 19
<PAGE> 12
Signature
After reasonable inquiry to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated: April 6, 1999
RANDALL S. WELLS
/s/ RANDALL S. WELLS
- -----------------------------
Signature
After reasonable inquiry to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated: April 1, 1999
ANTHONY SPIER
/s/ ANTHONY SPIER
- -----------------------------
Signature
After reasonable inquiry to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated: April 5, 1999
JOHN R. BLOUIN
/s/ JOHN R. BLOUIN
- -----------------------------
<PAGE> 13
Signature
After reasonable inquiry to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: April 5, 1999
JAMES INDUSTRIES, INC.
/s/ JOHN R. BLOUIN
- -----------------------------
Name: John R. Blouin
Title: President
Signature
After reasonable inquiry to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: April 1, 1999
JAMES J. ROBERTS, JR., INDIVIDUALLY
AND AS TRUSTEE OF
THE JAMES J. ROBERTS, JR.
TRUST UTA DATED 01-23-91
/s/ JAMES J. ROBERTS, JR.
- -----------------------------
<PAGE> 14
EXHIBIT 1
AGREEMENT REGARDING JOINT FILING OF SCHEDULE 13D
The undersigned agree that the Statement on Schedule 13D to which this
Agreement is attached is filed on behalf of each one of them pursuant to Rule
13d-1(k)(1)(iii). This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which shall together
constitute one instrument.
Dated: April 6, 1999
RANDALL S. WELLS
/s/ RANDALL S. WELLS
-----------------------------
ANTHONY SPIER
/s/ ANTHONY SPIER
-----------------------------
JOHN R. BLOUIN
/s/ JOHN R. BLOUIN
-----------------------------
JAMES INDUSTRIES, INC.
/s/ JOHN R. BLOUIN
-----------------------------
Name: John R. Blouin
Title: President
JAMES J. ROBERTS, JR.,
INDIVIDUALLY AND AS TRUSTEE
OF THE JAMES J. ROBERTS, JR.
TRUST UTA DATED 01-23-91
/s/ JAMES J. ROBERTS, JR.
-----------------------------
<PAGE> 15
EXHIBIT 2
VOTING RIGHTS AGREEMENT
This AGREEMENT dated as of the 9th day of December, 1998, by and among
Randall S. Wells ("Wells"), Anthony Spier ("Spier"), John R. Blouin ("Blouin"),
Wells-Gardner Electronics Corporation, an Illinois corporation (the "Company"),
James Industries, Inc., an Illinois corporation ("JI"), and James J. Roberts,
Jr. individually and as trustee of the James J. Roberts, Trust, UTA Dated
01-23-91 (collectively "Roberts");
WHEREAS, Roberts and Blouin own beneficially all of the outstanding
Capital Stock of JI and Roberts owns beneficially 558,436 of the issued and
outstanding Common Shares of the Company (which Common Shares, together with any
Common Shares of the Company hereafter acquired by Robert of JI are hereinafter
referred to as "Roberts' Common Shares") as follows:
Shareholder Shares Owned
----------- ------------
James J. Roberts, Jr. 4,800
James J. Roberts, Jr. 553,636
as trustee
WHEREAS, all of such Roberts' Common Shares are pledged to various
pledgees as collateral for loans; and
WHEREAS, the parties deem it to be in their mutual best interest and in
the best interests of all of the Company's shareholders that an agreement be
entered into concerning the voting of the parties' Common Shares for directors
of the Company; and
WHEREAS, the Company is entering into a new Sales Representative
Agreement (the "Representative Agreement") with JI, Roberts and Blouin
concurrently with the execution hereof;
NOW, THEREFORE, in consideration of the premises, mutual covenants and
agreements contained herein, it is hereby agreed as follows:
1. Voting For Directors.
(a) Until Termination of the Representative Agreement (as
hereinafter defined) or December 31, 2003, whichever shall first occur, the
parties shall vote (and, if applicable, shall direct all pledgees to vote) their
Common Shares of the Company at every election of directors of the Company, for
the election of such slate of nominees as the nominating committee of the Board
of Directors (or if there is no nominating committee, then such other committee,
or the Board of Directors, as the case may be, performing such function) shall
designate, provided that such slate shall always include Roberts, Blouin, Wells
and Spier (collectively, the "Nominees"), or any of the Nominees as are willing
and able to serve as directors of the Company.
<PAGE> 16
(b) Upon the resignation, death or incapacity of any of the
Nominees, another person shall be designated as set forth below; provided,
however, that, if the designated person is not approved by a majority of the
Board of Directors, another person shall be designated as set forth below until
so approved:
(i) Upon the resignation, death or incapacity of
Blouin or his successor Nominee, then Roberts or his
successor Nominee and the estate or guardian of
Blouin or his successor Nominee shall have the right
to designate another person as Nominee to replace
Blouin or his successor Nominee for purposes of
paragraph 1(a) above;
(ii) Upon the resignation, death or incapacity of
Roberts or his successor Nominee, then Blouin or his
successor Nominee and the estate or guardian of
Roberts or his successor Nominee shall have the right
to designate another person as Nominee to replace
Roberts or his successor Nominee for purposes of
paragraph 1(a) above;
(iii) Upon the resignation, death or incapacity of
Wells or his successor Nominee, then Spier or his
successor Nominee shall have the right to designate
another person as Nominee to replace Wells or his
successor Nominee for purposes of paragraph 1(a)
above; and
(iv) Upon the resignation, death or incapacity of
Spier or his successor Nominee, then Wells or his
successor Nominee shall have the right to designate
another person as Nominee to replace Spier or his
successor Nominee for purposes of paragraph 1(a)
above.
(c) In any election of directors in which the number of
nominees exceeds the number of directors to be elected, the parties shall vote
(and, if applicable, shall direct all pledgees to vote) their Common Shares
hereunder in such a manner as to assure the election of the largest number of
Nominees. If, under the circumstances, less than all of the Nominees can be
elected, the parties shall vote (and, if applicable, shall direct all pledgees
to vote) their Common Shares so that the greatest number of Nominees (or their
replacements as set forth in paragraph 1(b) above) can be elected in the
following order of priority: Roberts, Spier, Wells, and Blouin.
(d) The obligations of the parties under this paragraph 1
shall terminate with respect to any Common Shares of the Company which they may
transfer in a bona fide sale or exchange for value.
(e) The obligations of the parties under this paragraph 1
shall be suspended during any period when the Common Shares of the Company
subject to the terms of this Agreement amount to less than 5% of the then issued
and outstanding Common Shares of the Company.
(f) The obligations of each of the parties under this
Agreement shall also be binding upon any of their transferees, except as
otherwise provided herein.
-2-
<PAGE> 17
2. Death. Within ninety (90) days after the death of each
party, the executor or administrator of any party's estate and the successor
trustee of any party shall notify the Company of the provisions of his will and
the provisions of a trust, if any, governing the distribution of that party's
Common Shares. Such executor or administrator and successor trustee and all
beneficiaries and heirs, devisees and legatees of such party, shall be bound by
the provisions of paragraph 1 hereof.
3. Additional Definition. "Termination" of the Representative
Agreement shall be deemed to occur if such agreement terminates under paragraph
14 thereof, except that in the event of a termination of the Representative
Agreement by the Company under paragraph 14(c) thereof, for purposes of this
Agreement, Termination shall be deemed to occur on December 31, 2003, or at the
end of any additional period for which the Representative Agreement had then
been automatically renewed under paragraph 14(a) thereof.
4. Endorsement on Stock Certificates. All certificates
representing Roberts' Common Shares shall be endorsed as follows:
"The voting of the shares represented hereby are subject to
restrictions and agreements contained in an agreement dated as
of December 9, 1998 by and among Wells-Gardner Electronics
Corporation and certain of its shareholders, a copy of which
is on file with the Secretary of Wells-Gardner Electronics
Corporation."
5. Termination and Amendment. Anything to the contrary
notwithstanding, this Agreement shall terminate and have no further effect on
the earlier of (a) any act or event which provides for termination elsewhere in
this Agreement, or (b) the Termination of the Representative Agreement, or (c)
December 31, 2003. This Agreement may be altered, amended or terminated (except
as otherwise provided herein) at any time only pursuant to an agreement in
writing, executed by or on behalf of the Company, JI and such of the other
parties hereto (or their successors under paragraph 1(b)) who are then serving
as directors of the Company.
6. Entire Agreement. This Agreement constitutes the entire
agreement and final understanding of the parties with respect to the subject
matter hereof and supersedes and terminates any and all prior voting agreements,
prior and/or contemporaneous communications and/or agreements between the
parties, whether written or verbal, express or implied, direct or indirect,
relating in any way to the subject matter hereof including, but not limited to
the Voting Agreement dated April 26, 1994 and the Voting Rights Agreement dated
February 29, 1996, each by and between the parties hereto.
7. Notices. All notices, offers and acceptances hereunder
shall be in writing and shall be deemed to be communicated (except as otherwise
provided herein) when delivered in person or deposited in the U.S. mail, postage
prepaid, by registered mail, addressed to the party concerned at the address
appearing on the Company's records or at such other or additional place as such
party may designate by notice given in accordance with the provisions hereof to
the other parties.
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<PAGE> 18
8. Benefit. This Agreement shall be binding as provided herein
upon the parties, their heirs, devisees, legatees, beneficiaries, legal
representatives, successors and assigns.
* * * *
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
WELLS-GARDNER
ELECTRONICS CORPORATION JAMES INDUSTRIES, INC.
By: /s/ ANTHONY SPIER By: /s/ JAMES J. ROBERTS, JR.
-------------------------------- ---------------------------------
/s/ ANTHONY SPIER /s/ JAMES J. ROBERTS, JR.
- ----------------------------------- ---------------------------------
ANTHONY SPIER JAMES J. ROBERTS, JR.
/s/ RANDALL S. WELLS /s/ JAMES J. ROBERTS, JR.
- ----------------------------------- ---------------------------------
RANDALL S. WELLS JAMES J. ROBERTS, JR., AS
TRUSTEE OF THE JAMES J.
ROBERTS, JR. TRUST UTA
DATED 01-23-91
/s/ JOHN R. BLOUIN
- -----------------------------------
JOHN R. BLOUIN
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<PAGE> 19
Appendix A
Directors and Executive Officers of James Industries, Inc.
Name and Title; Principal Occupation or Employment
James J. Roberts, Jr.; Sole Director, Chief Executive Officer, and Treasurer
John R. Blouin; President
Vincent DiVincenzo; Vice President
Barbara A. Schulz; Secretary
The business address of the director and each of the officers listed above is
James Industries, Inc., 1619 Colonial Parkway, Inverness, IL 60629
