<PAGE>
As filed with the Securities and Exchange Commission on December 14, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 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 11, 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 [ ].
<PAGE>
================================================================================
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)
[_]
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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
4,213,795.05 (excluding 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
4,213,795.05 (excluding exercise of conversion rights and the options
for common stock)
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<PAGE>
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10 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,213,795.05 (excluding 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)
95% (excluding 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. 2 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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<PAGE>
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 were intended to increase the likelihood that
the Offer and Merger would be consummated in accordance with the terms of the
Merger Agreement.
By this Amendment No. 2, Ziegler reports that on December 11, 1998, it
accepted 4,213,795.05 Common Shares and 86,550 Preferred Shares in the Offer,
which together with the 311,818 Preferred Shares held by Ziegler constitute over
95% and 89% of the outstanding Common Shares and Preferred Shares,
respectively. The Shares were paid from working capital.
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 Offer was closed on
December 11, 1998. The Transaction, which was approved by the Boards of
Directors of the constituent companies, is expected to close by December 31,
1998.
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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<PAGE>
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. On December 11, 1998, the Company increased the size
of the Board of Directors to seven, accepted the resignation of all of the
current members of the Company's Board of Directors and elected the following
persons (each of whom is a Ziegler designee) to serve as a member of the
Company's Board of Directors: Peter D. Ziegler, Dennis A. Wallestad, Richard J.
Glaisner, Richard Cogswell, Jeffrey C. Vredenbregt, Thomas M. Trebby and Raymond
C. Krieg.
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 of which Ziegler converted, in whole, on December 4, 1998,
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 are
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 granted Ziegler an
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<PAGE>
option to purchase 111,818 Preferred Shares of the Company at $2.50 per
Preferred Share, which Ziegler exercised, in whole, 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 of the Company at $0.60
per Common Share.
In addition to the above financial agreements, 31 of the Company's
shareholders who beneficially owned in the aggregate 262,277 Common Shares and
no Preferred Shares, including all of the Company's directors and officers who
own Shares, entered into Shareholder Tender Agreements with Ziegler whereby the
shareholders 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").
The Conversion Rights, Options, and Shareholder Tender Agreements were
intended to ensure the likelihood that the Offer and Merger will be consummated
in accordance with the terms of the Merger Agreement.
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. 2, Ziegler reports that on December 11, 1998, it
accepted 4,213,795.05 Shares of Common Stock and 86,550 Shares of Preferred
Stock in the offer, which together with the 311,818 Preferred Shares owned by
Ziegler constitute over 95% and 89% of the outstanding Common Shares and
Preferred Shares, respectively. The Shares were paid from working capital.
ITEM 5. Interest in Securities of the Issuer.
(a) and (b). Pursuant to the Offer, Ziegler acquired the Common Shares,
representing approximately 95% 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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<PAGE>
the Exchange Act. 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, the Merger Agreement, and as
described herein 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, 2 and 3.
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No.
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<S> <C>
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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<PAGE>
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 11, 1998 The Ziegler Companies, Inc.
By: /s/ Dennis A. Wallestad
-------------------------
Dennis A. Wallestad
Senior Vice President and
Chief Financial Officer
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<PAGE>
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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<PAGE>
<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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</TABLE>
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<PAGE>
The Ziegler Companies, Inc.
SCHEDULE 13D
Exhibit Index
<TABLE>
<CAPTION>
<S> <C>
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)*
</TABLE>
* Previously filed with SEC.
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