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As filed with the Securities and Exchange Commission on December 7, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PMC INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, Par Value $.01 per Share
(Title of Class of Securities)
693437-40-2
(CUSIP Number)
S. Charles O'Meara, Esq.
The Ziegler Companies, Inc.
215 N. Main Street
West Bend, WI 53095-3317
(414) 334-5521
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Conrad G. Goodkind, Esq.
Quarles & Brady
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 277-5000
December 1, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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SCHEDULE 13D
CUSIP No. 693437-40-2
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1 NAME OF REPORTING PERSONS
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
The Ziegler Companies, Inc.
39-1148883
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCES OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
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7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
-0- (10,333,333 assuming full exercise of conversion rights and the options
for common stock)
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8 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER
-0-
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9 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE DISPOSITIVE POWER
-0- (10,333,333 assuming full exercise of conversion rights and the options
for common stock)
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- --------------------------------------------------------------------------------
10 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (10,333,333 assuming full exercise of conversion rights and the options
for common stock)
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12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (69.9% of Common Shares as computed in accordance with Rule
13d-3(d)(1)(i) under the Exchange Act assuming full exercise of the
conversion rights and the options for common stock)
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14 TYPE OF REPORTING PERSON
HC
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ITEM 1. Security and Issuer.
The name of the issuer is PMC International, Inc., a Colorado corporation
(the "Company"). The address of the principal executive offices of the Company
is 555 17th Street, 14th Floor, Denver, Colorado 80202. The title of the class
of equity securities to which this Statement relates is Common Stock, par value
$.01 per share of the Company (the "Common Shares"). The Company also has a
class of nonvoting Preferred Shares (as hereinafter defined) which have not
been registered under the Securities Exchange Act of 1934.
ITEM 2. Identity and Background.
(a)-(c) and (f). This Amendment No. 1 to Schedule 13D is filed on behalf of
The Ziegler Companies, Inc., a Wisconsin corporation ("Ziegler"). The principal
executive office and the address of the principal business of Ziegler is located
at 215 N. Main Street, West Bend, Wisconsin 53095-3317. Ziegler is a holding
company which owns nine operating subsidiary companies. Eight of the companies
are engaged in financially oriented businesses and the other company is engaged
in recycling, reclaiming and disposing of industrial chemicals and solvents and
providing pollution abatement services.
Ziegler's subsidiaries include: (i) B.C. Ziegler and Company, an investment
banking and brokerage firm; (ii) Ziegler Asset Management, Inc., an investment
adviser; (iii) Ziegler Thrift Trading, Inc., a discount brokerage firm; (iv)
GS/2/ Securities, Inc., an institutional research and brokerage firm, and
investment adviser; (v) Ziegler Financing Corporation, a provider of short-term
loans, and an originator of Federal Housing Administration insured mortgage
loans; (vi) Ziegler Capital Company, LLC, a special purpose limited liability
company formed for the purpose of financing or investing in senior living
facilities, primarily in the form of subordinated participating mortgages; (vii)
First Church Financing Corporation, which securitizes pools of first mortgage
loans to churches, (viii) Ziegler Collateralized Securities, Inc., which
securitizes pools of equipment leases; and (ix) WRR Environmental Services Co.,
Inc., which engages in recycling chemicals, blending virgin chemicals for
manufacturers, and performing pollution abatement services.
Ziegler's operations are conducted through four industry segments, namely,
(1) broker-dealer, (2) hazardous waste management, (3) real estate financing and
(4) corporate and other. The industry segments are each served by a separate
subsidiary or group of subsidiaries.
Pursuant to General Instruction C of Schedule 13D, the names, business
addresses, principal occupations and citizenship of the executive officers and
directors of Ziegler are set forth in Annex A hereto and are incorporated herein
by reference.
(d) and (e). During the last five years, Ziegler and, to the knowledge of
Ziegler, Ziegler's executive officers and directors have not (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 violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
Concurrently with entering into the Merger Agreement (defined in Item 4
below) and as financial support for the Company during the time when the merger
is effected, Ziegler and the Company have entered into two financial agreements.
First, Ziegler has loaned the Company $500,000 out of Ziegler's working capital,
for which the Company has given Ziegler that certain Convertible Promissory Note
in the principal amount of $500,000, dated October 15, 1998 (the "First Note"),
the outstanding principal (excluding accrued interest) of which Ziegler may
convert, in whole or in part, into shares of Preferred Stock, no par value per
share of the Company (the "Preferred Shares" and together with Common Shares,
the "Shares") at a price per Preferred Share of $2.50 (the "Preferred Conversion
Rights"). This First Note has been converted into 200,000 Preferred Shares.
Second, Ziegler has entered into a Credit Agreement with the Company, under
which Ziegler has agreed to make revolving credit
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loans to the Company out of Ziegler's working capital in the maximum amount of
$3,500,000, which loans shall be evidenced by that single, certain Convertible
Promissory Note given by the Company in the principal amount of up to
$3,500,000, dated November 3, 1998 (the "Second Note" and together with the
First Note, the "Notes"), the outstanding principal and accrued interest of
which Ziegler may convert, in whole or in part, into Common Shares at a price
per Common Share of $0.60 (the "Common Conversion Rights" and together with the
Preferred Conversion Rights, the "Conversion Rights"). Additionally, Ziegler and
the Company have entered into a Preferred Stock Option Agreement, dated October
15, 1998, pursuant to which the Company has granted Ziegler an option to
purchase 111,818 Preferred Shares at $2.50 per Preferred Share (the "Preferred
Option"). On December 1, 1998, Ziegler elected to exercise the Preferred Option,
in its entirety. The closing of the purchase of the 111,818 Preferred Shares
pursuant to Ziegler's exercise of the Preferred Option occurred on December 4,
1998. Finally, Ziegler and the Company have entered into a Common Stock Option
Agreement, dated November 3, 1998, pursuant to which the Company has granted
Ziegler an option to purchase 4,500,000 Common Shares at $0.60 per Common Share
(the "Common Option" and together with the Preferred Option, the "Options"). The
Conversion Rights and the Options are intended to increase the likelihood that
the Offer and Merger will be consummated in accordance with the terms of the
Merger Agreement. The Conversion Rights and the Options may be exercised, in
whole or in part, at any time. Should Ziegler fully exercise its Conversion
Rights and Options, it would beneficially own 10,333,333 Common Shares of the
Company, which represent 69.9% of the Common Shares on a fully diluted basis
(excluding options and warrants held by other third parties), and 311,818
Preferred Shares of the Company, which represent 69.3% of the Preferred Shares
on a fully diluted basis. The Conversion Rights will terminate upon the earlier
of (i) the effective time of the merger or (ii) payment by the Company of the
entire unpaid principal and accrued interest under the Notes, the Common Option
will terminate on the later of March 31, 1999 or 15 days after all loans (with
interest) from Ziegler and its affiliates to the Company have been repaid in
full and all amounts due under the Merger Agreement have been paid in full, and
the Preferred Option will terminate on December 31, 1999. If Ziegler wishes to
exercise the Options, Ziegler will use existing working capital to fund the
exercise price of the Options.
By this Amendment No. 1, Ziegler reports that on December 1, 1998, it
exercised in full its Preferred Conversion Rights under the Convertible
Promissory Note and the Preferred Option. On December 4, 1998, Ziegler used
working capital to close the purchase of the Preferred Shares pursuant to its
exercise of the Preferred Option. As a result, Ziegler now beneficially owns
311,818 Preferred Shares of the Company, which represent 69.3% of the Preferred
Shares on a fully diluted basis.
ITEM 4. Purpose of Transaction.
The Company, Ziegler, and ZACQ Corp., a Colorado corporation ("ZACQ") and
the wholly owned subsidiary of Ziegler, have entered into an Agreement and Plan
of Merger, dated November 3, 1998 (the "Merger Agreement"), which provides for a
merger of ZACQ and the Company (the "Transaction") as soon as practicable after
the purchase of shares pursuant to ZACQ's offer to purchase all of the
outstanding Common Shares and Preferred Shares at a purchase price of $0.60 per
Common Share, net to the seller in cash, without interest thereon, and $2.50 per
Preferred Share, net to the seller in cash, without interest thereon (upon the
terms and conditions of the offer to purchase and the related letter of
transmittal, which together constitute the "Offer"). The Transaction, which was
approved by the Boards of Directors of the constituent companies, is expected to
close shortly after all of the conditions to the consummation of the Transaction
are met or waived.
The Merger Agreement is incorporated herein by reference to Exhibit (c)(1)
to the Schedule 14D-1 filed jointly by Ziegler and ZACQ with the Securities and
Exchange Commission (the "Commission") on November 10, 1998. The description of
the Merger Agreement set forth herein does not purport to be complete and is
qualified in its entirety by the provisions of the Merger Agreement.
The Merger Agreement provides that, among other things, as soon as
practicable after the purchase of Shares pursuant to the Offer and the
satisfaction of the other conditions set forth in the Merger Agreement, all in
accordance with the relevant provisions of the Colorado Business Corporation Act
("CBCA"), ZACQ will be merged with and into the Company (the "Merger").
Following consummation of the Merger, the Company will continue as the surviving
corporation (the "Surviving Corporation") and will be a wholly-owned subsidiary
of Ziegler. At the effective time of the Merger (the "Effective Time"), each
issued and outstanding Share (other than Shares owned by the Company, Ziegler,
or any subsidiary of either, including ZACQ, or Shares with respect to which
appraisal rights are properly exercised under the CBCA ("Dissenting Shares")),
will be converted into and
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represent the right to receive $0.60 per Common Share (or any higher price that
may be paid for each Common Share pursuant to the Offer) in cash, without
interest thereon (the "Common Share Offer Price"), or $2.50 per Preferred Share
(or any higher price that may be paid for each Preferred Share pursuant to the
Offer) in cash, without interest thereon (the "Preferred Share Offer Price"), as
appropriate.
The Merger Agreement provides that, promptly upon the purchase by Ziegler
or any of its affiliates of such number of Common Shares which, when added to
the number of Common Shares owned by Ziegler and ZACQ, represents at least two-
thirds of the outstanding Common Shares, from time to time thereafter, Ziegler
will be entitled to designate for election to the Board of Directors of the
Company a number of directors (rounded up to the next whole number) that will
give Ziegler representation on such Board equal to the product of (i) the total
number of directors on such Board and (ii) the percentage that the aggregate
number of Common Shares owned by Ziegler and ZACQ bears to the total number of
outstanding Common Shares. The Company has agreed, upon the request by Ziegler,
to promptly increase the size of the Board of Directors of the Company and/or
use its reasonable best efforts to secure the resignations of such number of
directors as is necessary to enable Ziegler's designees to be elected to the
Board and to cause the Ziegler's designees to be so elected.
In addition, the purchase of the Shares by ZACQ pursuant to the Offer will
reduce the number of Common Shares that might otherwise trade publicly and will
reduce the number of holders of Shares, which will adversely affect the
liquidity and market value of the remaining Shares held by shareholders other
than ZACQ. Consummation of the Transaction in accordance with the Merger
Agreement will eliminate all Shares held by anyone other than ZACQ and its
affiliates.
Following consummation of the Offer, the extent of the public market for
the Common Shares and the availability of price quotations will depend upon the
number of holders of Common Shares remaining at such time, the interest in
maintaining a market in Common Shares on the part of securities firms, the
possible termination of registration of Common Shares under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as described below, and
other factors.
The Common Shares are currently registered under the Exchange Act. The
Preferred Shares are not registered under the Exchange Act and the registration
of the Common Shares may be terminated upon application by the Company to the
Commission if there are fewer than 300 record holders of Common Shares. It is
the intention of ZACQ both to consummate the Transaction and to seek to cause an
application for such termination to be made as soon after consummation of the
Offer as the requirements for termination of registration of the Common Shares
are met. If such registration were terminated, the Company would no longer
legally be required to disclose publicly in proxy materials distributed to
holders of Common Shares the information which it now must provide under the
Exchange Act or to make public disclosure of financial and other information in
annual, quarterly and other reports required to be filed with the Commission
under the Exchange Act; and the officers, directors and 10% or more shareholders
of the Company would no longer be subject to the "short-swing" insider trading
reporting and profit recovery provisions of the Exchange Act. Furthermore, if
such registration were terminated, persons holding "restricted securities" of
the Company may be deprived of their ability to dispose of such securities under
Rule 144 promulgated under the Securities Act of 1933, as amended.
Concurrently with entering into the Merger Agreement and as financial
support for the Company during the time when the Merger is effected, Ziegler and
the Company have entered into a number of financial agreements, as described in
greater detail in Item 3 above. First, Ziegler has loaned the Company $500,000
out of Ziegler's working capital, for which the Company has given Ziegler the
First Note in the principal amount of $500,000, dated October 15, 1998, the
outstanding principal and accrued interest of which Ziegler may convert, in
whole or in part, into Preferred Shares of the Company at a price per Preferred
Share of $2.50. Second, Ziegler has entered into a Credit Agreement with the
Company, under which Ziegler has agreed to make revolving credit loans to the
Company out of Ziegler's working capital in the maximum amount of $3,500,000,
which loans shall be evidenced by the Second Note given by the Company in the
principal amount of $3,500,000, dated November 3, 1998, the outstanding
principal and accrued interest of which Ziegler may convert, in whole or in
part, into Common Shares of the Company at a price per Common Share of $0.60.
Third, Ziegler and the Company have entered into a Preferred Stock Option
Agreement, dated October 15, 1998, pursuant to which the Company has granted
Ziegler an
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option to purchase 111,818 Preferred Shares of the Company at $2.50 per
Preferred Share. Finally, Ziegler and the Company have entered into a Common
Stock Option Agreement, dated November 3, 1998, pursuant to which the Company
has granted Ziegler an option to purchase 4,500,000 Common Shares of the Company
at $0.60 per Common Share.
In addition to the above financial agreements, as of the date hereof, 31 of
the Company's shareholders who beneficially own in the aggregate 262,277 Common
Shares and no Preferred Shares, including all of the Company's directors and
officers who own Shares, have entered into Shareholder Tender Agreements with
Ziegler whereby the shareholders have agreed to tender to ZACQ all of the Shares
beneficially owned by such shareholders pursuant to the Offer and not withdraw
such shares (the "Shareholder Tender Agreements"). If any of the conditions of
the Offer as set forth herein have not been satisfied by March 31, 1999, the
Shareholder Tender Agreements will terminate and Ziegler will return all Shares
tendered pursuant to such agreements.
The Conversion Rights, Options, and Shareholder Tender Agreements are
intended to ensure the likelihood that the Offer and Merger will be consummated
in accordance with the terms of the Merger Agreement. The Conversion Rights and
the Options may be exercised, in whole or in part, at any time. Should Ziegler
fully exercise its Conversion Rights and Options (as determined as of the date
hereof), it would beneficially own 10,333,333 Common Shares of the Company,
which represent 69.9% of the Common Shares on a fully diluted basis (excluding
options and warrants held by other third parties), and 311,818 Preferred Shares
of the Company, which represent 69.3% of the Preferred Shares on a fully diluted
basis. The Conversion Rights will terminate upon the earlier of (i) the
effective time of the merger or (ii) payment by the Company of the entire unpaid
principal (excluding accrued interest) under the Notes, the Common Option will
terminate on the later of March 31, 1999 or 15 days after all loans (with
interest) from Ziegler and its affiliates to the Company are repaid in full and
all amounts due under the Merger Agreement have been paid in full, and the
Preferred Option will terminate on December 31, 1999. If Ziegler wishes to
exercise the Options, Ziegler will use existing working capital to fund the
exercise price of the Options.
The First Note is incorporated herein by reference to Exhibit (c)(3) of the
Schedule 14D-1 as filed jointly by Ziegler and ZACQ with the Commission on
November 10, 1998. The Credit Agreement is incorporated herein by reference to
Exhibit (c)(4) of the Schedule 14D-1. The Preferred Stock Option Agreement is
incorporated herein by reference to Exhibit (c)(2) of the Schedule 14D-1. The
Common Stock Option Agreement is incorporated herein by reference to Exhibit
(c)(5) of the Schedule 14D-1. The form of the Shareholder Tender Agreement is
incorporated herein by reference to Exhibit (c)(14) of the Schedule 14D-1. The
descriptions of such agreements set forth herein do not purport to be complete
and are qualified in their entirety by the provisions of the actual agreements.
Prior to entering into the agreements described above, Ziegler owned no
Common Shares or Preferred Shares. Except pursuant to the terms of the Credit
Agreement, the Common Stock Option Agreement, the Merger Agreement, the
Shareholder Tender Agreements, and as set forth either herein or in Schedule
14D-1 (including the offer to purchase) filed on November 10, 1998, Ziegler has
no plans or proposals which would result in the acquisition or disposition of
the Company Shares or any other action enumerated in Item 4 of Schedule 13D.
By this Amendment No. 1, Ziegler reports that on December 1, 1998, it
exercised in full its Preferred Conversion Rights under the Convertible
Promissory Note and the Preferred Option. On December 4, 1998, Ziegler used
working capital to close the purchase of the Preferred Shares pursuant to its
exercise of the Preferred Option. As a result, Ziegler now beneficially owns
311,818 Preferred Shares of the Company, which represent 69.3% of the Preferred
Shares on a fully diluted basis. Ziegler fully exercised its Preferred
Conversion Rights and Preferred Option with the purpose of ensuring the
likelihood that the Offer and Merger will be consummated in accordance with the
terms of the Merger Agreement.
ITEM 5. Interest in Securities of the Issuer.
(a) and (b). Pursuant to the Credit Agreement and the Common Stock Option
Agreement, Ziegler has the right to acquire 10,333,333 (subject to adjustment
for changes in capitalization) of the Common Shares, representing 69.9% of the
outstanding Common Shares on October 22, 1998, as computed in accordance with
Rule 13d-3(d)(1)(i) under
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the Exchange Act. Should Ziegler fully exercise its Conversion Rights and
Options and purchase Common Shares, Common Shares will be acquired by Ziegler
with sole voting and dispositive power. Prior to entering into the Credit
Facility and Common Stock Option Agreement, Ziegler owned no Common Shares of
the Company.
(c). Except for the execution and delivery of the Credit Agreement, Common Stock
Option Agreement, Shareholder Tender Agreements, and the Merger Agreement, there
have been no transactions by Ziegler with respect to the Common Shares during
the 60 days preceding the date of this Schedule 13D.
(d). None.
(e). Not Applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Other than the Merger Agreement, Credit Agreement, Common Stock Option
Agreement, Preferred Stock Option Agreement (exercised in full on December 4,
1998), Convertible Promissory Note (converted in full on December 1, 1998), and
Shareholder Tender Agreements (see descriptions of each in Items 3 and 4 above),
which are included or incorporated by reference in this Schedule 13D, and
agreements referred to or contained therein, there are no contracts,
arrangements, understandings or relationships between Ziegler and any other
person, or, to the knowledge of Ziegler, among any of Ziegler's executive
officers and directors or between any of Ziegler's executive officers and
directors and any other person, with respect to any securities of the Company.
ITEM 7. Material to Be Filed as Exhibits
Ziegler (Commission File No. 0-6237) hereby incorporates into this Schedule
the following exhibits by reference to the filing set forth below:
Schedule 14D-1 as jointly filed by Ziegler and ZACQ with the Commission on
November 10, 1998 ("Schedule 14D-1"), as amended by Amemdments No. 1 and 2.
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EXHIBIT INDEX
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<CAPTION>
Exhibit No.
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1 Offer to Purchase, dated November 9, 1998. (Exhibit (a)(1) to Schedule 14D-1).
2 Letter of Transmittal, dated November 9, 1998. (Exhibit (a)(2) to Schedule 14D-1).
3 Notice of Guaranteed Delivery. (Exhibit (a)(3) to Schedule 14D-1).
4 Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(Exhibit (a)(4) to Schedule 14D-1).
5 Letter to Clients from Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees. (Exhibit (a)(5) to Schedule 14D-1).
6 Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(Exhibit (a)(6) to Schedule 14D-1).
7 Text of Press Release, dated November 3, 1998. (Exhibit (a)(7) to Schedule 14D-1).
8 Agreement and Plan of Merger, dated as of November 3, 1998, among PMC International,
Inc., The Ziegler Companies, Inc., and ZACQ Corp. (Exhibit (c)(1) to Schedule 14D-1).
9 Preferred Stock Option Agreement, dated as of October 15, 1998, between The Ziegler
Companies, Inc. and PMC International, Inc. (Exhibit (c)(2) to Schedule 14D-1).
10 Convertible Promissory Note, dated October 15, 1998, under which PMC International, Inc.
promises to pay $500,000.00 to the order of The Ziegler Companies, Inc. (Exhibit (c)(3) to
Schedule 14D-1).
11 Credit Agreement, dated November 3, 1998, between PMC International, Inc. and The
Ziegler Companies, Inc. (Exhibit (c)(4) to Schedule 14D-1).
12 Common Stock Option Agreement, dated November 3, 1998, between PMC International,
Inc. and The Ziegler Companies, Inc. (Exhibit (c)(5) to Schedule 14D-1).
13 Form of Shareholder Tender Agreement to be entered between The Ziegler Companies, Inc.
and certain PMC International, Inc. shareholders. (Exhibit (c)(14) to Schedule 14D-1).
14 Schedule 14D-1 filed by The Ziegler Companies, Inc. and ZACQ Corp. on November 10,
1998.
15 Guaranty, dated October 15, 1998, by PMC Investment Services, Inc. (Exhibit (c)(6) to
Schedule 14D-1).
16 Guaranty, dated October 15, 1998, by Portfolio Technology Services, Inc. (Exhibit (c)(7) to
Schedule 14D-1).
17 Guaranty, dated October 15, 1998, by Portfolio Management Consultants, Inc. (Exhibit
(c)(8) to Schedule 14D-1).
18 General Business Security Agreement, dated October 15, 1998, by PMC International, Inc.
(Exhibit (c)(9) tp Schedule 14D-1).
19 General Business Security Agreement, dated October 15, 1998, by PMC Investment
Services, Inc. (Exhibit (c)(10) to Schedule 14D-1).
20 General Business Security Agreement, dated October 15, 1998, by Portfolio Technology
Services, Inc. (Exhibit (c)(11) to Schedule 14D-1).
21 General Business Security Agreement, dated October 15, 1998, by Portfolio Management
Consultants, Inc. (Exhibit (c)(12) to Schedule 14D-1).
22 Letter to PMC Shareholders (Exhibit (a)(9) of the Amendment No. 2 to the Schedule 14D-1
filed on December 3, 1998)
</TABLE>
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: December 7, 1998 The Ziegler Companies, Inc.
By: /s/ Dennis A. Wallestad
-------------------------
Dennis A. Wallestad
Senior Vice President and
Chief Financial Officer
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ANNEX A
INFORMATION RELATING TO
EXECUTIVE OFFICERS AND DIRECTORS
OF THE ZIEGLER COMPANIES, INC.
The following table sets forth the name, business address and present
principal occupation or employment and material occupations, positions, offices
or employments for the past five years of each member of the Board of Directors
and each executive officer of The Ziegler Companies, Inc. Unless otherwise
indicated, the business address of each such person is c/o The Ziegler
Companies, Inc., 215 North Main Street, West Bend, Wisconsin 53095. Unless
otherwise indicated, each occupation set forth opposite an individual's name
refers to employment with The Ziegler Companies, Inc. Each person listed is a
citizen of the United States.
<TABLE>
<CAPTION>
Name and Business Address Office Present Principal Occupation or Employment
- --------------------------- ------ and Five-Year Employment History
--------------------------------
<S> <C> <C>
Peter D. Ziegler Chairman, President and Chief Chairman, President and Chief Executive Officer
Executive Officer of The Ziegler Companies, Inc. and B.C. Ziegler
and Company
Dennis A. Wallestad Senior Vice President and Senior Vice President and Chief Financial Officer
Chief Financial Officer of The Ziegler Companies, Inc.; Chief
Administrative Officer for Calamos Asset
Management until April 1997; Chief Financial
Officer of Firstar Investment Research
Management Company until November 1996;
auditor for Arthur Andersen & Co. until June
1994.
Donald A. Carlson, Jr. President, Chief Executive President, Chief Executive Officer and Treasurer
Officer and Treasurer of Ziegler of Ziegler Securities, a Division of B.C. Ziegler
Securities, a Division of B.C. and Company and Senior Vice President of B.C.
Ziegler and Company and Ziegler and Company
Director
Geoffrey G. Maclay, Jr. President and Chief Executive President and Chief Executive Officer of Ziegler
Officer of Ziegler Asset Asset Management, Inc.; self-employed as a
Management, Inc. financial/strategic consultant until 1996; lending,
marketing, planning and investments specialist for
Firstar Investment Services until 1995
S. Charles O'Meara Senior Vice President and General Senior Vice President and General Counsel of The
Counsel Ziegler Companies, Inc. and B.C. Ziegler and
Company
John C. Wagner Senior Vice President - Retail Senior Vice President - Retail Sales of B.C.
Sales Ziegler and Company
Frederick J. Wenzel Director Professor of Medical Practice Management,
University of St. Thomas Graduate School of
Business; Advisor to the President, Marshfield
Clinic
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
Peter R. Kellogg Director Senior Managing Director, Spear, Leeds &
Kellogg
Stephen A. Roell Director Vice President and Chief Financial Officer,
Johnson Controls, Inc.
Bernard C. Ziegler III Director President, Ziegler/Limbach, Inc.
John C. Frueh Director President, Aegis Group, Inc.
John R. Green Director Partner, Green Manning & Bunch
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<PAGE>
The Ziegler Companies, Inc.
SCHEDULE 13D
Exhibit Index
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1 Offer to Purchase, dated November 9, 1998. (Exhibit (a)(1) to Schedule 14D-1)*
2 Letter of Transmittal, dated November 9, 1998. (Exhibit (a)(2) to Schedule 14D-1)*
3 Notice of Guaranteed Delivery. (Exhibit (a)(3) to Schedule 14D-1)*
4 Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(Exhibit (a)(4) to Schedule 14D-1)*
5 Letter to Clients from Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees. (Exhibit (a)(5) to Schedule 14D-1)*
6 Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(Exhibit (a)(6) to Schedule 14D-1)*
7 Text of Press Release, dated November 3, 1998. (Exhibit (a)(7) to Schedule 14D-1)*
8 Agreement and Plan of Merger, dated as of November 3, 1998, among PMC International,
Inc., The Ziegler Companies, Inc., and ZACQ Corp. (Exhibit (c)(1) to Schedule 14D-1)*
9 Preferred Stock Option Agreement, dated as of October 15, 1998, between The Ziegler
Companies, Inc. and PMC International, Inc. (Exhibit (c)(2) to Schedule 14D-1)*
10 Convertible Promissory Note, dated October 15, 1998, under which PMC International, Inc.
promises to pay $500,000.00 to the order of The Ziegler Companies, Inc. (Exhibit (c)(3) to
Schedule 14D-1)*
11 Credit Agreement, dated November 3, 1998, between PMC International, Inc. and The
Ziegler Companies, Inc. (Exhibit (c)(4) to Schedule 14D-1)*
12 Common Stock Option Agreement, dated November 3, 1998, between PMC International,
Inc. and The Ziegler Companies, Inc. (Exhibit (c)(5) to Schedule 14D-1)*
13 Form of Shareholder Tender Agreement to be entered between The Ziegler Companies, Inc.
and certain PMC International, Inc. shareholders. (Exhibit (c)(14) to Schedule 14D-1)*
14 Schedule 14D-1 filed by The Ziegler Companies, Inc. and ZACQ Corp. on November 10,
1998.*
15 Guaranty, dated October 15, 1998, by PMC Investment Services, Inc. (Exhibit (c)(6) to
Schedule 14D-1)*
16 Guaranty, dated October 15, 1998, by Portfolio Technology Services, Inc. (Exhibit (c)(7) to
Schedule 14D-1)*
17 Guaranty, dated October 15, 1998, by Portfolio Management Consultants, Inc. (Exhibit
(c)(8) to Schedule 14D-1)*
18 General Business Security Agreement, dated October 15, 1998, by PMC International Inc.
(Exhibit (c)(9) to Schedule 14D-1)*
19 General Business Security Agreement, dated October 15, 1998, by PMC Investment
Services, Inc. (Exhibit (c)(10) to Schedule 14D-1)*
20 General Business Security Agreement, dated October 15, 1998, by Portfolio Technology
Services, Inc. (Exhibit (c)(11) to Schedule 14D-1)*
21 General Business Security Agreement, dated October 15, 1998, by Portfolio Management
Consultants, Inc. (Exhibit (c)(12) to Schedule 14D-1)*
22 Letter to PMC Shareholders (Exhibit (a)(9) of the Amendment No. 1 to the Schedule 14D-1
filed on December 3, 1998)*
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* Previously filed with SEC.
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