UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
REINHOLD INDUSTRIES, INC.
(formerly Keene Corporation)
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title or Class of Securities)
75935A109
(CUSIP Number)
Matthew C. Hook
HAMMOND KENNEDY WHITNEY & COMPANY, INC.
8888 Keystone Crossing
Suite 690
Indianapolis, Indiana 46240
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With Copies to:
Stephen J. Hackman
ICE MILLER DONADIO & RYAN
One American Square
Box 82001
Indianapolis, Indiana 46282-0002
May 18, 1999
Date of Event Which Requires Filing of this Statement
If the filing person has previously filed 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>
CUSIP NO. 75935A109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Reinhold Enterprises, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
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
Indiana, U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER None
8. SHARED VOTING POWER None
9. SOLE DISPOSITIVE POWER None
10. SHARED DISPOSITIVE POWER None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
14. TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 75935A109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Massachusetts Mutual Life Insurance Company I.R.S. Identification No:
04-1590850
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts, U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER 314,205
8. SHARED VOTING POWER 433,901
9. SOLE DISPOSITIVE POWER 314,205
10. SHARED DISPOSITIVE POWER 433,901
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
748,106
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
37.42%
14. TYPE OF REPORTING PERSON
IC
<PAGE>
CUSIP NO. 75935A109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MassMutual High Yield Partners II LLC I.R.S. Identification No: 04-3325219
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER 314,204
8. SHARED VOTING POWER None
9. SOLE DISPOSITIVE POWER 314,204
10. SHARED DISPOSITIVE POWER None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
314,204
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.72%
14. TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 75935A109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MassMutual Corporate Value Partners Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER 119,697
8. SHARED VOTING POWER None
9. SOLE DISPOSITIVE POWER 119,697
10. SHARED DISPOSITIVE POWER None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,697
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.99%
14. TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 75935A109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew McNally, IV
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER 61,336
8. SHARED VOTING POWER None
9. SOLE DISPOSITIVE POWER 61,336
10. SHARED DISPOSITIVE POWER None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,336
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.07%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 75935A109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ward S. McNally
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER 10,869
8. SHARED VOTING POWER None
9. SOLE DISPOSITIVE POWER 10,869
10. SHARED DISPOSITIVE POWER None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,869
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.54%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 75935A109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew Management IV, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER 46,737
8. SHARED VOTING POWER None
9. SOLE DISPOSITIVE POWER 46,737
10. SHARED DISPOSITIVE POWER None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,737
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.34%
14. TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP NO. 75935A109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BJR Management, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER 23,368
8. SHARED VOTING POWER None
9. SOLE DISPOSITIVE POWER 23,368
10. SHARED DISPOSITIVE POWER None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,368
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.17%
14. TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP NO. 75935A109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ECM Management, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER 23,368
8. SHARED VOTING POWER None
9. SOLE DISPOSITIVE POWER 23,368
10. SHARED DISPOSITIVE POWER None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,368
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.17%
14. TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP NO. 75935A109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glenn Scolnik
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER 43,476
8. SHARED VOTING POWER None
9. SOLE DISPOSITIVE POWER 43,476
10. SHARED DISPOSITIVE POWER None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,476
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.17%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 75935A109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ralph R. Whitney, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER 45,476
8. SHARED VOTING POWER None
9. SOLE DISPOSITIVE POWER 45,476
10. SHARED DISPOSITIVE POWER None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,476
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.27%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 75935A109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forrest E. Crisman, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER 43,476
8. SHARED VOTING POWER None
9. SOLE DISPOSITIVE POWER 43,476
10. SHARED DISPOSITIVE POWER None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,476
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.17%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer.
This Schedule 13D relates to the Class A Common Stock (the "Class A Common
Stock") of Reinhold Industries, Inc., a Delaware corporation ("Reinhold"), with
principal executive offices at 12827 Imperial Highway, Santa Fe Springs,
California 90670-4713.
Item 2. Identity and Background.
(a) - (c), (f) This Schedule 13D is being filed by the individuals and
entities identified as a Reporting Person on Schedule 1 hereto (the "Reporting
Persons"), which Schedule is incorporated by reference herein.
Schedule 1 also sets forth the following information for each Reporting
Person and for each director, executive officer and controlling person of such
Reporting Person, where applicable: name; business address; principal business
(for entities); present principal occupation or employment and the name,
principal business and address of any company or organization in which such
employment is carried on (for individuals); and citizenship or state or other
place of organization.
(d) - (e) During the last five years, none of the Reporting Person nor any
of the persons named on the attached Schedule 1 has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any such person 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.
The Reporting Persons have entered into an Agreement, a copy of which is
attached hereto as Exhibit A and incorporated herein by reference, stating that
this Schedule and any amendments hereto filed by any Reporting Person shall be
deemed to be filed by all Reporting Persons. However, neither the filing of this
Schedule nor any such amendment shall be deemed to be an admission that the
Reporting Persons comprise a "group" within the meaning of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended, or the regulations promulgated
thereunder, and each Reporting Person expressly disclaims the existence of such
a group.
Item 3. Sources and Amount of Funds or Other Consideration.
On May 21, 1999, each Reporting Person (other than Reinhold Enterprises,
Inc.) purchased all of the shares reported as owned by it under Item 5 from
Keene Creditors Trust (the "Trust") at an aggregate price of $ 8,977,275 (equal
to $9.00 per share of Common Stock) pursuant to a Stock Purchase Agreement dated
May 18, 1999, between Reinhold Enterprises, Inc. and the Trust (the "Stock
Purchase Agreement"), except that Ralph R. Whitney, Jr. previously owned 2,000
of the shares reported as owned by him. The purchases were consummated using
personal funds of the Reporting Persons. As part of the consideration for the
shares, each Reporting Person agreed to make an additional payment to the Trust
in an amount equal to the Reporting Person's pro rata share of the product of
(a) the amount, if any, by which $11.50 exceeds the average trading price of one
share of Class A Common Stock over the 20 trading days ending on May 21, 2002,
multiplied by (b) 22,525.
<PAGE>
Item 4. Purposes of Transaction.
The shares reported were acquired in connection with the transaction
described in Item 3 and are held for investment purposes.
Pursuant to the Stock Purchase Agreement and as a condition to the closing
of the sale of the shares, Lawrence H. Diamond and Robert B. Steinberg, the
members of the Board of Directors of Reinhold elected by the Trust (as the sole
holder of Class B Common Stock), resigned as directors of Reinhold. It is
contemplated that on or after May 29, 1999, Ralph R. Whitney, Jr. and Andrew
McNally IV will be appointed by the remaining director, Michael T. Furry, as
successor directors, following which the Board of Directors of Reinhold will
consist of: Michael T. Furry, Ralph R. Whitney, Jr., and Andrew McNally IV.
Messrs. Whitney and McNally intend to discuss with management a proposal to
amend Reinhold's Certificate of Incorporation to increase the number of
directors of Reinhold. The increased number of directors and the identities of
the persons who may be nominated for the newly-created positions have not been
determined.
Except as described herein, no Reporting Person has any present plans or
proposals which may relate to or would result in (a) the acquisition or
disposition of additional securities of Reinhold; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving Reinhold
or any of its subsidiaries; (c) a sale or transfer of a material amount of
assets of Reinhold or any of its subsidiaries; (d) any change in the present
Board of Directors or management of Reinhold, including any plans or proposals
to change the number or term of directors or to fill any existing vacancies on
the Board; (e) any material change in the present capitalization or dividend
policy of Reinhold; (f) any other material change in Reinhold's business or
corporate structure; (g) changes in Reinhold's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of Reinhold by any person; (h) causing a class of securities of Reinhold
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; (i) a class of equity securities of Reinhold becoming
eligible for termination of a registration pursuant to section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or (j) any action similar to any of
those enumerated above.
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) - (b) The following table sets forth the aggregate number and
percentage of Shares of Class A Common Stock beneficially owned by each
Reporting Person. Except as noted below, each Reporting Person has sole voting
and investment power with respect to the shares indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Number of
Stockholder Shares Purchased Percentage of Class
- ----------- ---------------- -------------------
Massachusetts Mutual Life Insurance 748,106(1) 37.42
Company
MassMutual High Yield Partners II LLC 314,204 15.72
MassMutual Corporate Value Partners 119,697 5.99
Limited
Andrew McNally, IV 61,336(2) 3.07
Ward S. McNally 10,869 0.54
Andrew Management IV, L.P. 46,737 2.34
BJR Management, L.P. 23,368 1.17
ECM Management, L.P. 23,368 1.17
Glenn Scolnik 43,476 2.17
Ralph R. Whitney, Jr. 45,476 2.27
Forrest E. Crisman, Jr. 43,476 2.17
-------
TOTAL 999,475
=======
<FN>
(1) Includes shares reportedly separately herein as owned by MassMutual High
Yield Partners II LLC and MassMutual Corporate Value Partners Limited as to
which Massachusetts Mutual Life Insurance Company ("MMLIC") shares voting and
investment power and disclaims beneficial ownership. MMLIC provides investment
advice to MassMutual High Yield Partners II LP and MassMutual Corporate Value
Partners Limited.
(2) Includes shares owned by Andrew Management IV, L.P. of which Mr. McNally is
the general partner and has sole voting and investment power.
</FN>
</TABLE>
(c) Except as described herein, during the last 60 days none of the
Reporting Persons and to the knowledge of the Reporting Persons no other person
named on the attached Schedule 1 has effected any transaction regarding the
Class A Common Stock.
(d) Not Applicable
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The Reporting Persons entered into a Stockholders Agreement dated May 21,
1999 (the "Stockholders Agreement"). The Stockholders Agreement contains certain
agreements among the Reporting Persons with respect to transfer of the common
stock of the Company purchased by the Reporting Persons from the Trust. The
Stockholders Agreement provides that, except in certain circumstances set forth
in the agreement, none of the Reporting Persons will sell or otherwise transfer
any such common stock without first offering to sell all the shares on the same
terms to the other Reporting Persons. Other than in certain circumstances set
forth in the Stockholders Agreement, each Reporting Person also has an option to
participate on a pro rata basis in any sale of common stock by any other
Reporting Person. Finally, the Stockholders Agreement provides that,
notwithstanding any other provision contained in the agreement, on or before the
third anniversary of the date of the agreement, no Reporting Person will (i)
acquire any additional shares of common stock of the Company (other than by
distributions to all stockholders of the Company pro rata) or (ii) transfer or
otherwise dispose of any common stock if the disposition would trigger the net
operating loss limitations of Internal Revenue Code Section 382.
<PAGE>
Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement regarding filing of Schedule 13D and amendments.
Exhibit B: Stock Purchase Agreement dated May 18, 1999 between Reinhold
Enterprises Inc. and Keene Creditors Trust.
Exhibit C: Form of Qualified Designee Assignment and Assumption Agreement
dated May 21, 1999 between Reinhold Enterprises Inc. and the
Reporting Persons.
Exhibit D: Stockholders Agreement dated May 21, 1999 among the Reporting
Persons.
<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.
/s/ Andrew McNally, IV
Date: May 20 , 1999 ------------------------------------
-------- Andrew McNally, IV
/s/ Ward McNally
Date: May 27 , 1999 ------------------------------------
-------- Ward S. McNally
Andrew Management IV, L.P.
/s/ Andrew McNally IV
Date: May 20 , 1999 ------------------------------------
-------- General Partner
BJR Management, L.P.
/s/ Betsy M. Ravenel
Date: May 20 , 1999 ------------------------------------
-------- General Partner
ECM Management, L.P.
/s/ Edward C. McNally
Date: May 20 , 1999 ------------------------------------
-------- General Partner
/s/ Glenn Scolnik
Date: May 27 , 1999 ------------------------------------
-------- Glenn Scolnik
/s/ Ralph R. Whitney, Jr.
Date: May 27 , 1999 ------------------------------------
-------- Ralph R. Whitney, Jr.
/s/ Forrest E. Crisman, Jr.
Date: May 27 , 1999 ------------------------------------
-------- Forrest E. Crisman, Jr.
<PAGE>
Massachusetts Mutual Life Insurance
Company
/s/ Richard C. Morrison
Date: May 20 , 1999 ------------------------------------
-------- Richard C. Morrison, Managing Director
MassMutual High Yield Partners II LLC
By: HYP Management, Inc. as Managing
Member
/s/ Richard C. Morrison
Date: May 20 , 1999 ------------------------------------
-------- Richard C. Morrison, Vice President
MassMutual Corporate Value Partners
Limited
By: Massachusetts Mutual Life
Insurance Company, its Investment
Advisor
/s/ Richard C. Morrison
Date: May 20 , 1999 ------------------------------------
-------- Richard C. Morrison, Managing Director
Reinhold Enterprises, Inc.
/s/ Matthew C. Hook
Date: May 27 , 1999 ------------------------------------
-------- Matthew C. Hook, President
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 1
<S> <C> <C> <C>
PRINCIPAL BUSINESS/
PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT CITIZENSHIP
*The following persons are
Reporting Persons
Reinhold Enterprises, Inc. 8888 Keystone Crossing, Suite 690 Holding Company Indiana, U.S.A.
Indianapolis, IN 46240
Massachusetts Mutual Life 1295 State Street Life Insurance Company Commonwealth of
Insurance Company Springfield, MA 01111 Massachusetts, U.S.A.
MassMutual High Yield Partners 1295 State Street Unregistered Investment Delaware,
II LLC Springfield, MA 01111 Company U.S.A.
MassMutual Corporate Value 1295 State Street Unregistered Investment Cayman Islands
Partners Limited Springfield, MA 01111 Company
Andrew McNally IV Hammond, Kennedy, Whitney & Managing Director, Hammond U.S.A
Company, Inc. Kennedy, Whitney & Company,
333 N. Michigan Ave., #501 Inc. ("HKW") (private
Chicago, IL 60601 investment firm)
Ward S. McNally Hammond, Kennedy, Whitney & Managing Director, HKW U.S.A.
Company, Inc.
230 Park Avenue, #1616
New York, NY 10169
Andrew Management IV, L.P. c/o Hammond, Kennedy, Whitney & Investment Partnership Delaware,
Company, Inc. U.S.A.
333 N. Michigan Ave., #501
Chicago, IL 60601
BJR Management, L.P. c/o Hammond, Kennedy, Whitney & Investment Partnership Delaware,
Company, Inc. U.S.A.
333 N. Michigan Ave., #501
Chicago, IL 60601
<PAGE>
ECM Management, L.P. c/o Hammond, Kennedy, Whitney & Investment Partnership Delaware,
Company, Inc. U.S.A.
333 N. Michigan Ave., #501
Chicago, IL 60601
Glenn Scolnik 8888 Keystone Crossing, Suite 690 President and Chief U.S.A.
Indianapolis, IN 46240 Executive Officer, HKW
Ralph R. Whitney, Jr. Hammond, Kennedy, Whitney & Chairman, HKW U.S.A.
Company, Inc.
230 Park Avenue, #1616
New York, NY 10169
Forrest E. Crisman, Jr. 42 Valley View Drive Managing Director, HKW U.S.A.
Farmington, CT 06032
*The following person is the
President and sole Director
of Reinhold Enterprises, Inc.
Matthew C. Hook 8888 Keystone Crossing, Ste. 690 Vice President, HKW U.S.A.
Indianapolis, IN 46240
*The following persons are
the Executive Officers and
Directors of Massachusetts
Mutual Life Insurance Company.
Each of the following persons'
principal occupation or
employment is with
Massachusetts Mutual Life
Insurance Company with a
Business Address of
Massachusetts Mutual Life
Insurance Company, 1295 State
Street, Springfield, MA
01111, unless otherwise
indicated.
Roger G. Ackerman Corning Incorporated Chairman and Chief Executive U.S.A.
One Riverfront Plaza HQE2 Officer, Corning Incorporated
Corning, NY 14831 (manufacturer of specialty
materials, communications
equipment and consumer
products)
James R. Birle Resolute Partners, LLC Chairman, Resolute Partners, U.S.A.
Greenwich Plaza, Suite 100 LLC (private merchant bank)
Greenwich, CT 06830
Gene Chao, Ph. D. Computer Projections, Inc. Chairman of the Board, U.S.A.
733 S.W. Vista Avenue President and Chief Executive
Portland, OR 97205-1203 Officer of Computer Projections,
Inc. (presentation graphic
services and equipment)
<PAGE>
Patricia Diaz Dennis SBC Communications, Inc. Senior Vice President, U.S.A.
175 East Houston Regulatory and Public Affairs,
San Antonio, TX 78205 SBC Communications
(telecommunications company)
Anthony Downs The Brookings Institution Senior Fellow, The Brookings U.S.A.
1775 Massachusetts Ave., N.W. Institution (research center)
Washington, DC 20036-2188
James L. Dunlap Ocean Energy, Inc. Vice Chairman of Ocean Energy, U.S.A.
1201 Louisiana Inc. (energy exploration and
Houston, TX 77002-5603 production)
William B. Ellis, Ph.D 31 Pound Foolish Lane Senior Fellow, Yale University U.S.A.
Glastonbury, CT 06033 School of Forestry and
Environmental Studies
Robert M. Furek 1 State Street, Suite 2310 Chairman of the Board of U.S.A.
Hartford, CT 06103 Trustees for the Hartford School
System
Charles K. Gifford BankBoston Corp. Chairman and Chief Executive U.S.A.
100 Federal Street Officer, BankBoston Corp.
Boston, MA 02110 (bank holding company)
Dr. William N. Griggs Griggs & Santow, Inc. Managing Director, Griggs & U.S.A.
One State Street Santow, Inc. (financial
New York, NY 10004 consultants)
George B. Harvey 663 Ponus Ridge Director U.S.A.
New Canaan, CT 06840
Barbara B. Hauptfuhrer 1700 Old Welsh Road Director of Various Corporations U.S.A.
Huntington Valley, PA 19006
Sheldon B. Lubar Lubar & Co., Incorporated Chairman, Lubar & Co., U.S.A.
700 N. Water St. Incorporated (investment
Milwaukee, WI 53202 management and venture capital
company)
<PAGE>
William B. Marx, Jr. 5 Jodi Lane Director U.S.A.
Chatham, NJ 07928
John F. Maypole Peach State Real Estate Holding Managing Partner, Peach U.S.A.
Company State Real Estate Holding
Box 1223 Company (real estate
Toccoa, GA 30577 investment company)
Robert J. O'Connell President and Chief Executive U.S.A.
Officer
Thomas B. Wheeler Chairman U.S.A.
Alfred M. Zeien The Gillette Company Chairman and Chief Executive U.S.A.
Prudential Tower Building Officer, The Gillette Company
Boston, MA 02199 (manufacturer of personal care
products)
Lawrence V. Burkett Executive Vice President and U.S.A.
General Counsel
Peter J. Daboul Executive Vice President U.S.A.
John B. Davies Executive Vice President U.S.A.
Daniel J. Fitzgerald Executive Vice President, U.S.A.
Corporate Financial Operations
James E. Miller Executive Vice President U.S.A.
John V. Murphy Executive Vice President U.S.A.
Stuart H. Reese Executive Vice President and U.S.A.
Chief Investment Officer
Joseph M. Zubretsky Executive Vice President and U.S.A.
Chief Financial Officer
*Andrew McNally IV is the
General Partner of Andrew
Management IV L.P.
*The following person is
the General Partner of BJR
Management, L.P.
Betsy M. Ravenel c/o Hammond, Kennedy, Whitney & General Partner, BJR U.S.A.
Company, Inc. Management, L.P.
333 N. Michigan Ave., #501
Chicago, IL 60601
*The following person is
the General Partner of ECM
Management, L.P.
Edward C. McNally c/o Hammond, Kennedy, Whitney & General Partner, ECM U.S.A.
Company, Inc. Management, L.P.
333 N. Michigan Ave., #501
Chicago, IL 60601
</TABLE>
EXHIBIT A
AGREEMENT
Each of the undersigned persons hereby agrees that any statement on
Schedule 13D, including any amendments thereto, filed by any of such persons
with the Securities and Exchange Commission pursuant to Section 13(d) under the
Securities and Exchange Act of 1934, as amended, in respect of the beneficial
ownership of equity securities of Reinhold Industries, Inc. shall be deemed to
be filed on behalf of each of such persons.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto
effective on the 21st day of May, 1999.
/s/ Andrew McNally, IV
---------------------------------------
Andrew McNally, IV
/s/ Ward McNally
---------------------------------------
Ward S. McNally
Andrew Management IV, L.P.
/s/ Andrew McNally IV
---------------------------------------
General Partner
BJR Management, L.P.
/s/ Betsy M. Ravenel
---------------------------------------
General Partner
ECM Management, L.P.
/s/ Edward C. McNally
---------------------------------------
General Partner
/s/ Glenn Scolnik
---------------------------------------
Glenn Scolnik
<PAGE>
/s/ Ralph R. Whitney, Jr.
---------------------------------------
Ralph R. Whitney, Jr.
/s/ Forrest E. Crisman, Jr.
---------------------------------------
Forrest E. Crisman, Jr.
Massachusetts Mutual Life
Insurance Company
By: /s/ Richard C. Morrison
-----------------------------------
Richard C. Morrison, Managing Director
MassMutual High Yield Partners II LLC
By: HYP Management, Inc., as Managing Member
By: /s/ Richard C. Morrison
-----------------------------------
Richard C. Morrison, Vice President
MassMutual Corporate Value
Partners Limited
By: Massachusetts Mutual Life Insurance
Company, its Investment Advisor
By: /s/ Richard C. Morrison
-----------------------------------
Richard C. Morrison, Managing Director
Reinhold Enterprises, Inc.
/s/ Matthew C. Hook
--------------------------------------
Matthew C. Hook, President
EXHIBIT B
STOCK PURCHASE AGREEMENT
DATED AS OF MAY 18, 1999
BY AND BETWEEN
REINHOLD ENTERPRISES, INC.
AND
KEENE CREDITORS TRUST
<PAGE>
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Purchase Agreement") is entered into as of
the 18th day of May, 1999, by and between Reinhold Enterprises, Inc., an Indiana
corporation ("REI"), and Keene Creditors Trust (the "Seller").
RECITALS
The Seller owns 1,020,000 Class B Common Shares of Reinhold Industries,
Inc., a Delaware corporation (the "Company"). The Company is in the business of
manufacturing advanced composite components and sheet molding compounds for
aerospace, defense and commercial applications (the "Business").
The authorized capital stock of the Company consists of 1,480,000 Class A
Common Shares, par value $0.01 per share, and 1,020,000 Class B Common Shares,
par value $0.01 per share. Simultaneously with the execution of this Purchase
Agreement, REI has delivered to the Seller non-litigation agreements with
certain of the Company's stockholders, all of which stockholders own Class A
Common Shares.
REI or the Qualified Designees (as defined below) desire to purchase from
the Seller 997,475 Class B Common Shares of the Company (the "Shares"), and the
Seller desires to sell the Shares to REI or the Qualified Designees, on the
terms and conditions set forth in this Purchase Agreement.
AGREEMENT
In consideration of the foregoing and of the respective representations,
warranties, covenants, and agreements herein contained, and intending to be
legally bound, the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS
As used in this Purchase Agreement, the following terms have the meanings
indicated below:
"Adverse Claim" has the meaning set forth in ss. 8-102 of the New York
Uniform Commercial Code.
"Affiliate" with respect to any Person means any Person that directly
or indirectly controls, or is under common control with, or is controlled by
such Person. As used in this definition, "control" (including its correlative
meanings "controlled by" and "under common control with") means possession,
directly or indirectly, of power to direct or cause the direction of management
or policies of such other Person (whether through ownership of securities or
partnership or other ownership interest, by contract or otherwise).
<PAGE>
"Aggregate Purchase Price" has the meaning specified in Section 2.03.
"Assignment and Assumption Agreement" means an agreement in the form of
Exhibit 1.1 hereto pursuant to which (i) a Qualified Designee becomes the
assignee of the rights of REI under the Purchase Agreement (including the right
to purchase a certain number of Shares), severally to the extent of the Shares
purchased assumes the obligations of REI under the Purchase Agreement other than
any indemnity obligations under Article XII and, to the extent applicable,
severally makes the representations and warranties set forth therein as to
itself and severally agrees to indemnify Seller for breaches of such
representations and warranties and (ii) the Seller acknowledges such assignment
and assumption and agrees to indemnify the Qualified Designee on the terms and
conditions contained in this Agreement as though the Qualified Designee were an
original party to this Agreement.
"Bankruptcy Court" has the meaning specified in Section 5.01.
"Business" has the meaning specified in the Recitals of this Purchase
Agreement.
"Business Day" means any day other than Saturday, Sunday, and any day on
which commercial banks in New York, New York are authorized by law to be closed.
"Claimant" has the meaning specified in Section 12.03.
"Closing" has the meaning specified in Section 3.01.
"Closing Date" has the meaning specified in Section 3.01.
"Commission" means the United States Securities and Exchange Commission.
"Company SEC Documents" means the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1998 including all exhibits thereto and
the definitive proxy statement relating to the 1999 annual meeting of the
stockholders of the Company.
"Indemnification Notice" has the meaning specified in Section 12.03.
"Indemnifying Party" has the meaning specified in Section 12.03.
"Indemnity Loss" has the meaning specified in Section 12.01.
"Lien" means any mortgage, pledge, security interest, encumbrance, lien
(statutory or other), option, charge, Adverse Claim, or sale agreement or other
rights of third parties.
"Litigation Notice" has the meaning specified in Section 12.03.
<PAGE>
"Material Adverse Effect" means a material adverse effect on the assets,
operations, business or financial condition of the Company and its Subsidiary
taken as a whole; provided, however, that any material adverse effect arising
out of or resulting from any change in general economic conditions shall not
constitute a Material Adverse Effect.
"Nonrecourse" has the meaning specified in Section 13.15.
"Per Share Price" has the meaning specified in Section 2.02.
"Person" means any individual, corporation, partnership, joint venture,
association, limited liability company, joint-stock company, trust, or
unincorporated organization, or any governmental agency, officer, department,
commission, board, bureau, or instrumentality thereof.
"Plan" has the meaning specified in Section 5.04.
"Purchase Agreement" has the meaning specified in the Recitals of this
Purchase Agreement.
"Purchaser" means any Person purchasing Shares hereunder.
"Qualified Designee" means Massachusetts Mutual Life Insurance Company
("Massachusetts Mutual"), any Affiliate of Massachusetts Mutual, MassMutual High
Yield Partners II LLC, MassMutual Corporate Value Partners Limited, any officer
or director of Hammond, Kennedy, Whitney & Company, Inc. or any Affiliate of
such officer or director or any retirement or investment account or plan of such
officer or director, Andrew Management IV, L.P., BJR Management, L.P., ECM
Management, L.P., and any other Person designated by REI to the Seller in
writing at least one Business Day prior to the Closing Date and reasonably
satisfactory to the Seller that in the case of all of the foregoing (i) provides
confirmation that such Person is an "accredited investor" as such term is
defined in Regulation D promulgated under the Securities Act and (ii) executes
an Assignment and Assumption Agreement.
"Registration Rights Agreement" means that certain Registration Rights
Agreement dated July 31, 1996 between the Company and the Seller.
"REI" has the meaning specified in the Recitals of this Purchase Agreement.
"REI Indemnified Persons" has the meaning specified in Section 12.01.
"Securities Act" means the Securities Act of 1933, as amended, and any
similar or successor Federal statute and the rules and regulations of the
Commission thereunder.
"Seller" has the meaning specified in the Recitals of the Purchase
Agreement.
"Seller's Counsel" means Hughes Hubbard & Reed, LLP.
<PAGE>
"Shares" has the meaning specified in the Recitals of the Purchase
Agreement.
"Subsidiary" means NP Aerospace Limited.
"Transaction Documents" mean collectively this Purchase Agreement and the
documents and agreements expressly contemplated hereby.
"Trust Agreement" has the meaning specified in Section 5.01.
"Trust Persons" has the meaning specified in Section 13.15.
"Trustees" has the meaning specified in Section 5.01.
ARTICLE II.
PURCHASE AND SALE
Section 2.01. Purchase of Shares. Subject to the terms and conditions set
forth in this Purchase Agreement, on the Closing Date, the Seller shall sell the
Shares to REI or the Qualified Designees, and REI or the Qualified Designees
shall purchase from the Seller the Shares.
Section 2.02. Per Share Purchase Price. The purchase price of each Share
sold to REI or the Qualified Designees, as provided for in Section 2.01, shall
be Nine Dollars ($9.00) ("Per Share Price").
Section 2.03. Aggregate Purchase Price. As full payment for the sale and
delivery of the Shares, REI shall pay or cause the Qualified Designees to pay
the aggregate amount of Eight Million Nine Hundred Seventy-Seven Thousand Two
Hundred Seventy-Five Dollars ($8,977,275) to the Seller (the "Aggregate Purchase
Price"), to be paid in accordance with Section 3.
ARTICLE III.
CLOSING
Section 3.01. Closing, Time and Place. The closing (the "Closing") of the
transactions contemplated herein shall take place at the offices of Hughes
Hubbard & Reed LLP, New York, New York at 10:00 A. M. (Eastern Daylight Time) on
May 21, 1999 (the "Closing Date") or at such other place and time as shall be
mutually agreed by the Seller and REI.
Section 3.02. Deliveries to REI at the Closing. At the Closing and
simultaneously with the deliveries to the Seller specified in Section 3.03, the
Seller shall deliver or cause to be delivered to the Purchasers the following:
<PAGE>
(a) Stock certificates representing the Shares, duly endorsed or
accompanied by stock powers duly executed in blank with appropriate
transfer stamps, if any, affixed and any other documents that are necessary
to transfer title from the Seller to REI or the Qualified Designees, (as
directed by REI in its instructions delivered in accordance with Section
9.05), free and clear of Liens and Adverse Claims;
(b) A certificate of trust existence and authority, executed by the
Trustees, substantially in the form of Exhibit 3.02(b) attached hereto;
(c) The certificate of the Seller specified in Section 10.01;
(d) The certificate of the Seller specified in Section 10.02;
(e) A receipt signed by the Trustees acknowledging delivery by the
Purchasers of the items set forth in Section 3.03;
(f) A legal opinion of Seller's Counsel, in form and substance as set
forth in Exhibit 3.02(f) attached hereto;
(g) An agreement with the Purchasers, assigning the Seller's rights
with respect to the Registration Rights Agreement to the Purchasers,
substantially in the form of Exhibit 3.02(g) attached hereto; and
(h) An Assignment and Assumption Agreement with each Qualified
Designee.
Section 3.03. Deliveries to the Seller at the Closing. At the Closing and
simultaneously with the deliveries specified in Section 3.02, the Purchasers
shall deliver or cause to be delivered to the Seller the following:
(a) The Aggregate Purchase Price by wire transfer in immediately
available federal funds to an account designated by the Seller in writing
to REI two Business Days prior to the Closing Date;
(b) The certificate of REI specified in Section 9.01;
(c) The certificate of REI specified in Section 9.02;
(d) A receipt signed by an authorized representative of each Purchaser
acknowledging delivery by the Seller of the items set forth in Section
3.02; and
(e) An Assignment and Assumption Agreement with each Qualified
Designee.
<PAGE>
ARTICLE IV.
[Reserved.]
ARTICLE V.
REPRESENTATIONS AND WARRANTIES OF THE
SELLER WITH RESPECT TO THE SELLER AND THE SHARES
The Seller hereby represents and warrants to REI and the Qualified
Designees as follows:
Section 5.01. Organization; Good Standing; Qualification; and Power. The
Seller is a duly organized, validly existing trust organized under the laws of
the State of New York pursuant to an order of the United States District Court
for the Southern District of New York and the United States Bankruptcy Court for
the Southern District of New York (the "Bankruptcy Court") and has all requisite
power and authority and all governmental licenses, authorizations, consents and
approvals necessary to own and transfer the Shares and to execute and deliver
this Purchase Agreement and each of the other Transaction Documents to which it
is a party and to consummate the transactions and perform its obligations
contemplated hereby and thereby. A true and correct copy of the trust agreement,
as amended to date, is attached to this Purchase Agreement as Exhibit 5.01 (the
"Trust Agreement"). The names of the Seller's trustees are Richard A. Lippe,
Archie R. Dykes and John J. Robbins (the "Trustees").
Section 5.02. Title to Shares. The Seller has good and marketable title to
the Shares, free and clear of all Liens. The Seller has full right, power and
authority to sell, transfer, convey and deliver the Shares to REI and the
Qualified Designees and, upon delivery of the stock certificates by the Seller
to REI or the Qualified Designees and receipt by the Seller of the Aggregate
Purchase Price as set forth in this Purchase Agreement, Seller shall transfer to
REI, or the Qualified Designees, as the case may be, good and marketable title
to the Shares free and clear of all Liens with respect thereto.
Section 5.03. Authority. The execution and delivery of this Purchase
Agreement and each of the other Transaction Documents to which the Seller is a
party and the consummation of the transactions contemplated hereby and thereby
by the Seller have been authorized pursuant to the Trust Agreement and all
applicable laws. This Purchase Agreement constitutes and the other Transaction
Documents to which the Seller is a party, upon execution and delivery thereof,
shall constitute valid and legally binding obligations of the Seller,
enforceable against the Seller in accordance with their terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or similar laws affecting
creditors' rights generally or by the principles governing the availability of
equitable remedies.
<PAGE>
Section 5.04. No Conflict or Violation. The execution, delivery, and
performance of this Purchase Agreement and the other Transaction Documents by
the Seller and the consummation of the transactions contemplated hereby and
thereby do not and shall not: (a) violate the Trust Agreement of the Seller; (b)
violate any provision of law or any order, judgment, or decree of any court or
other governmental or regulatory authority applicable to the Seller, including,
without limitation, the Debtor's Fourth Amended Plan of Reorganization (the
"Plan") filed in the Bankruptcy Court in the bankruptcy case of In re Keene
Corporation under Case No. 93-B-46090 (SMB); or (c) violate or result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any loan agreement, mortgage, security agreement, indenture or other
agreement or instrument to which the Seller is a party or by which the Seller is
bound or to which any of its properties or assets is subject.
There is no default by any party to any of the contracts, agreements and
binding commitments of the Seller which could reasonably be expected to have a
Material Adverse Effect or prevent the Seller from consummating the sale of
Shares contemplated by this Purchase Agreement.
Section 5.05. No Consent. No authorization, consent, approval, exemption,
or other action by or notice to or filing with any court, including but not
limited to the United States District Court for the Southern District of New
York and the Bankruptcy Court, or administrative or governmental body or any
third party is required to permit the Seller to execute and deliver this
Purchase Agreement and the other Transaction Documents, to consummate the
transactions contemplated by this Purchase Agreement and the other Transaction
Documents, to comply with and fulfill the terms and conditions of this Purchase
Agreement and the other Transaction Documents or to convey the Shares to REI or
the Qualified Designees pursuant to this Purchase Agreement.
Section 5.07. Company SEC Documents. Except as set forth on Schedule 5.06,
to the Seller's actual knowledge, the Company SEC Documents do not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements contained therein not misleading.
Section 5.07. Broker's or Finder's Commissions. Except for the fee of HT
Capital Advisors, LLC, which fee shall be paid by the Seller, no broker's or
finder's fee or commission or investment banking fee has been or will be
payable, or asserted to be payable by the Seller, the Company, the Subsidiary,
REI or the Qualified Designees with respect to the issuance and sale of the
Shares to REI or the Qualified Designees or the transactions contemplated by
this Purchase Agreement as a result of any agreement entered into by the Seller.
Section 5.08. Securities Act Exemption. The sale and delivery of Shares to
the Purchasers under the circumstances contemplated by this Purchase Agreement
will be exempt from registration under the Securities Act.
Section 5.09. EXCLUSIVITY OF REPRESENTATIONS. THE REPRESENTATIONS AND
WARRANTIES MADE BY SELLER IN THIS PURCHASE AGREEMENT ARE IN LIEU OF AND ARE
EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED
WARRANTIES. SELLER HEREBY DISCLAIMS ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR
WARRANTIES NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO REI OR ITS OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER
INFORMATION (INCLUDING, WITHOUT LIMITATION, ANY FINANCIAL PROJECTIONS OR OTHER
SUPPLEMENTAL DATA).
<PAGE>
ARTICLE VI.
REPRESENTATIONS AND WARRANTIES OF REI
REI hereby represents and warrants to the Seller as follows:
Section 6.01. Organization; Good Standing; Qualification; and Power. REI is
a corporation duly incorporated and validly existing under the laws of the State
of Indiana. REI has all requisite corporate power and authority and all
governmental licenses, authorizations, consents and approvals to own, lease and
operate its properties and to execute and deliver this Purchase Agreement and
each of the other Transaction Documents to which it is a party and to consummate
the transactions contemplated hereby and thereby.
Section 6.02. Authority. The execution and delivery of this Purchase
Agreement and each of the other Transaction Documents to which REI is a party
and the consummation of the transactions contemplated hereby and thereby by REI
have been duly authorized by all necessary action on the part of REI. This
Purchase Agreement constitutes and the other Transaction Documents to which REI
is a party, upon execution and delivery thereof, will constitute valid and
legally binding obligations of REI, enforceable against REI in accordance with
their terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or similar laws
affecting creditors' rights generally or by the principles governing the
availability of equitable remedies.
Section 6.03. No Conflict or Violation. The execution, delivery and
performance of this Purchase Agreement and the other Transaction Documents and
the consummation of the transactions contemplated hereby and thereby do not and
shall not: (a) violate or conflict with the Articles of Incorporation or By-Laws
of REI; (b) violate any provision of law or any order, judgment, or decree of
any court or other governmental or regulatory authority applicable to REI; or
(c) result in a breach of, or constitute a default (or an event which, with
notice or lapse of time or both would constitute a default) under, or give rise
to any right of termination, cancellation or acceleration of, or result in the
creation of any Lien upon any of the assets or properties of REI under, any loan
agreement, mortgage, security agreement, indenture, or other agreement or
instrument to which REI is a party or by which REI is bound or to which any of
its properties or assets is subject or prohibit REI from consummating the
purchase and sale of the Shares as contemplated hereby.
<PAGE>
Section 6.04. No Consent. No authorization, consent, approval, exemption,
or other action by or notice to or filing with any court or administrative or
governmental body or any third party is required to permit REI to execute and
deliver this Purchase Agreement and the other Transaction Documents, to
consummate the transactions contemplated by this Purchase Agreement and the
other Transaction Documents or to comply with and fulfill the terms and
conditions of this Purchase Agreement and the other Transaction Documents to
which REI is a party.
Section 6.05. Securities Matters. REI understands that the offering and
sale of the Shares hereunder is intended to be exempt from the registration
requirements of the Securities Act. The Shares are being acquired by REI for its
own account and without a view to the public distribution of the Shares or any
interest therein. REI (to the extent it purchases Shares) and each Qualified
Designee will be an "accredited investor" as such term is defined in Regulation
D promulgated under the Securities Act. REI is not a broker-dealer subject to
Regulation T promulgated by the Board of Governors of the Federal Reserve
System. REI has sufficient knowledge and experience in financial and business
matters so as to be capable of evaluating the merits and risks of its investment
in the Shares, and REI is capable of bearing the economic risks of such
investment, including a complete loss of its investment in the Shares. In
evaluating the suitability of an investment in the Shares, REI has relied upon
the representations, warranties, covenants and agreements made by the Seller
herein and on such other information regarding the Company sufficient to allow
REI to make an informed decision regarding purchase of the Shares. REI has not
relied upon any other representations or other information (whether oral or
written and including any estimates, projections or supplemental data) made or
supplied by or on behalf of Seller, the Company or any Affiliate, employee,
agent or other representative of Seller or the Company other than as
contemplated by this Section 6.05. REI acknowledges that Seller has no
responsibility for any information furnished to it other than as set forth in
the representations and warranties made by Seller herein. REI understands and
agrees that it may not sell or dispose of any of the Shares other than pursuant
to a registered offering or in a transaction exempt from the registration
requirements of the Securities Act and that the Shares will bear an appropriate
legend to that effect.
Section 6.06. Brokers or Finders Commissions. No broker's or finder's fee
or commission or investment banking fee has been or will be payable, or asserted
to be payable by any of REI, the Seller, the Company, the Subsidiary or the
Qualified Designees with respect to the purchase of the Shares from the Seller
or the transactions contemplated by this Purchase Agreement as a result of any
agreement entered into by REI.
Section 6.07. Financial Condition. REI and/or the Qualified Designees have
or shall at the Closing have sufficient liquidity and financial condition to
consummate the purchase of the Shares at Closing.
Section 6.08. EXCLUSIVITY OF REPRESENTATIONS. THE REPRESENTATIONS AND
WARRANTIES MADE BY REI IN THIS PURCHASE AGREEMENT ARE IN LIEU OF AND ARE
EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED
WARRANTIES. REI HEREBY DISCLAIMS ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR
WARRANTIES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO SELLER OR ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION
OR OTHER INFORMATION.
<PAGE>
ARTICLE VII.
COVENANTS OF THE SELLER
Section 7.01. Actions Before the Closing Date. From the date hereof until
the Closing Date, the Seller shall:
(a) not take any action which would cause any representation or
warranty contained in Article V hereof to become inaccurate or untrue at
any time from the date hereof to the Closing Date;
(b) afford to REI, and to the accountants, counsel, actuaries and
representatives of REI, full and complete access, upon reasonable notice
and during normal business hours prior to the Closing Date (or the earlier
termination of this Purchase Agreement pursuant to Article XI), to all
books and records relating to the Seller, the Company, the Subsidiary and
the Business and make reasonable efforts, during that period and upon the
preceding terms, to cause their respective Personnel, counsel, actuaries
and independent accountants to make available to REI and its counsel,
actuaries and representatives all information relating to the Seller, the
Company, the Subsidiary and the Business which REI and its counsel,
actuaries and representatives may reasonably deem necessary or desirable,
provided, that such access shall not unreasonably interfere with the
operation of the Company;
(c) use commercially reasonable best efforts (subject to any
conditions set forth in this Purchase Agreement) to perform and satisfy all
obligations, covenants, agreements and conditions to Closing to be
performed or satisfied under this Purchase Agreement by the Seller,
including action necessary to obtain all consents and approvals of third
parties required to be obtained by the Seller to effect the transactions
contemplated by this Purchase Agreement; and
(d) not take any action to cause the Company or the Subsidiary to
operate the Business other than in the ordinary course consistent with the
Company's past practices.
Section 7.02. Stand Still. So long as this Purchase Agreement is in effect
and until the Closing, the Seller shall not, directly or indirectly, solicit any
inquiries or proposals or enter into or continue any discussions, negotiations,
or agreements relating to the sale or exchange of the Shares with any Person
other than REI, or provide any assistance or any information to or otherwise
cooperate with any Person in connection with any such inquiry, proposal, or
transaction; provided, that if at any time prior to the Closing the Trustees
determine in good faith, after consultation with their financial and legal
advisors, that an unsolicited proposal relating to a sale or exchange of the
Shares is superior to the transaction contemplated by this Purchase Agreement,
the Trustees shall be free to enter into discussions, negotiations and
agreements relating to such superior proposal. Notwithstanding the above, the
Seller shall notify REI as soon as practicable following commencement of any
such discussions, negotiations and agreements.
<PAGE>
Section 7.03. Notification of Certain Matters. The Seller shall give prompt
notice to REI of (a) the occurrence, or failure to occur, of any event which
occurrence or failure would be likely to cause any representation or warranty of
the Seller contained in this Purchase Agreement to be untrue or inaccurate in
any material respect at any time from the date hereof to the Closing Date, and
(b) any failure of the Seller to comply with or satisfy any covenant, condition,
or agreement to be complied with or satisfied by the Seller hereunder. The
Seller shall use its commercially reasonable best efforts to remedy promptly any
such failure.
Section 7.04. Board of Directors. Prior to the Closing, the Seller shall
use its best efforts to cause the directors elected by it to resign from the
Board of Directors.
Section 7.05. Other Covenant. The Seller shall not, prior to the third
anniversary of the Closing Date: (i) sell, transfer or otherwise dispose of any
of its remaining shares of the Company or (ii) purchase or otherwise acquire any
shares of the Company if after such purchase or acquisition the Seller would be
a "5% shareholder" of the Company within the meaning of Section 382 of the
Internal Revenue Code of 1986, as amended, or the regulations thereunder.
Section 7.06. Claims. The Seller shall comply with its obligations under
Section 1.4 of the Trust Agreement. From and after the Closing Date, (a) the
Seller shall not challenge or take any action inconsistent with (i) the validity
of the Permanent Channeling Injunction (as such term is defined in the Plan),
(ii) the status of the Company or any Purchaser as a Protected Party (as such
term is defined in the Plan) thereunder, or (iii) the Seller's discharge of its
obligations under Section 1.4 of the Trust Agreement; (b) the Seller shall not
take any action to amend Section 1.4 of the Trust Agreement or, except as
otherwise required by the Trust Agreement, to terminate the Trust Agreement or
the Seller; and (c) the Seller shall defend any action or claim challenging the
validity of the Permanent Channeling Injunction insofar as such action or claim
affects the Company; provided, however, that if the Seller and the Company agree
that it is appropriate for the Company to defend any such action or claim, the
Company shall defend such action or claim and the Seller shall (x) cooperate and
assist the Company in the conduct of such defense as reasonably requested by the
Company, (y) reimburse the Company for the costs of such defense (including,
without limitation, attorneys' fees and expenses) and (z) indemnify the Company
against any expenses, costs, fees (including attorneys' fees), judgments,
settlements, or other liabilities arising from or incurred in connection with
such action or claim.
<PAGE>
ARTICLE VIII.
COVENANTS OF REI
Section 8.01. Actions Before the Closing Date. REI shall not take any
action which shall cause it to be in breach of any representation or warranty
contained in this Purchase Agreement or cause it to be unable to perform in any
material respect its obligations hereunder, and REI shall use commercially
reasonable best efforts (subject to any conditions set forth in this Purchase
Agreement) to perform and satisfy all conditions to Closing to be performed or
satisfied by REI under this Purchase Agreement, including action necessary to
obtain all consents and approvals of third parties required to be obtained by
REI to effect the transactions contemplated by this Purchase Agreement.
Section 8.02. Notification of Certain Matters. REI shall give prompt notice
to the Seller of (a) the occurrence, or failure to occur, of any event which
occurrence or failure would be likely to cause any representation or warranty of
REI contained in this Purchase Agreement to be untrue or inaccurate in any
material respect at any time from the date hereof to the Closing Date, and (b)
any failure of any of REI to comply with or satisfy any covenant, condition, or
agreement to be complied with or satisfied by any of REI hereunder. REI shall
use commercially reasonable best efforts to remedy promptly any such failure.
ARTICLE IX.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER
The obligation of the Seller to sell the Shares to REI or the Qualified
Designees on the Closing Date is subject to the fulfillment, at or before the
Closing, of the following conditions, any one or more of which may be waived in
writing by the Seller in its sole discretion:
Section 9.01. Representations and Warranties of REI. Each representation
and warranty of REI contained in this Purchase Agreement and each representation
and warranty made by each Qualified Designee in an Assignment and Assumption
Agreement that (a) is qualified by a reference to materiality shall be true and
correct in all respects as of the Closing as though such representation and
warranty was made on and as of such time (except to the extent a different date
is specified therein, in which case such representation and warranty shall be
true and correct as of such date), (b) is not so qualified, shall be true and
correct as of the Closing as though such representation and warranty was made on
and as of such time (except to the extent a different date is specified therein,
in which case such representation and warranty shall be true and correct as of
such date) except with such exceptions in the case of this clause (b) as could
not reasonably be expected to preclude REI or such Qualified Designee, as the
case may be, in any material respect from consummating the transactions
contemplated by this Purchase Agreement. At the Closing, the Seller will have
received a certificate, dated the Closing Date and duly executed by an
authorized officer of REI, to the effect that the conditions set forth in this
Section 9.01 have been satisfied with respect to REI.
<PAGE>
Section 9.02. Performance of the Obligations of REI. Each covenant and
agreement of REI required by this Purchase Agreement to be performed by it at or
prior to the Closing will have been duly performed and complied with in all
material respects as of the Closing. At the Closing, the Seller will have
received a Certificate, dated the Closing Date and duly executed by an
authorized officer of REI, to the effect that the conditions set forth in this
Section 9.02 have been satisfied.
Section 9.03. No Violation of Orders. No preliminary or permanent
injunction or other order issued by any court or governmental or regulatory
authority, domestic or foreign, that declares this Purchase Agreement or any of
the other Transaction Documents invalid or unenforceable in any respect or
prevents the consummation of the transactions contemplated hereby or thereby
shall be in effect, and no proceeding relating to any order shall have
commenced.
Section 9.04. Required Approvals. All consents and approvals of any
governmental authority or any third party necessary to permit the consummation
of the transactions contemplated by this Purchase Agreement or any of the other
Transaction Documents, shall have been received.
Section 9.05. Instructions. In the event that REI elects to designate other
Persons to purchase the Shares, REI shall have delivered to the Seller at least
one Business Day prior to the Closing Date written instructions setting forth
the name(s) of the Qualified Designee(s) to whom Shares are to be sold at
Closing and the number of shares to be sold to each such Qualified Designee and,
at Closing, an Assignment and Assumption Agreement executed by each Qualified
Designee.
Section 9.06. Rule 14f-1 Compliance. The Company shall have filed the
disclosure required by Rule 14f-1 under the Exchange Act with the Securities and
Exchange Commission and sent such disclosure to all holders of record of the
Company's capital stock as required by such Rule.
ARTICLE X.
CONDITIONS PRECEDENT TO OBLIGATIONS OF REI
The obligation of REI and the Qualified Designees to purchase, acquire, and
accept the Shares from the Seller on the Closing Date is subject to the
fulfillment, at or before the Closing, of the following conditions, any one or
more of which may be waived in writing by REI in its sole discretion:
Section 10.01. Representations and Warranties of the Seller. Each
representation and warranty of the Seller contained in this Purchase Agreement
that (a) is qualified by a reference to materiality shall be true and correct in
all respects as of the Closing as though such representation and warranty was
made on and as of such time (except to the extent a different date is specified
therein, in which case such representation and warranty shall be true and
correct as of such date), (b) is not so qualified, shall be true and correct as
of the Closing as though such representation and warranty was made on and as of
such time (except to the extent a different date is specified therein, in which
case such representation and warranty shall be true and correct as of such date)
except with such exceptions in the case of clause (b) as could not reasonably be
expected to preclude the Seller from consummating the transactions contemplated
by this Purchase Agreement or individually or in the aggregate to have a
Material Adverse Effect. At the Closing, the Purchasers will have received a
certificate, dated the Closing Date and duly executed by the trustees, to the
effect that the conditions set forth in this Section 10.01 have been satisfied.
<PAGE>
Section 10.02. Performance of the Obligations of the Seller. Each covenant
and agreement of the Seller required by this Purchase Agreement to be performed
by it at or prior to the Closing will have been duly performed and complied with
in all material respects as of the Closing. At the Closing, the Purchasers will
have received a certificate, dated the Closing Date and duly executed by an
authorized officer of REI, to the effect that the conditions set forth in this
Section 10.02 have been satisfied.
Section 10.03. No Violation of Orders. No preliminary or permanent
injunction or other order issued by any court or governmental or regulatory
authority, domestic or foreign, which declares this Purchase Agreement or any of
the other Transaction Documents invalid or unenforceable in any respect or
prevents the consummation of the transactions contemplated hereby or thereby
shall be in effect, and no proceeding relating to any such order shall have
commenced.
Section 10.04. No Material Adverse Change in Business or Financial
Condition. Between the date hereof and the Closing, there has been no event,
change or other circumstance that has resulted or is reasonably likely to result
in a Material Adverse Effect.
Section 10.05. Board of Directors. The directors elected by the Seller
shall have resigned from the Board of Directors.
Section 10.06. Rule 14f-1 Compliance. The Company shall have filed the
disclosure required by Rule 14f-1 under the Exchange Act with the Securities and
Exchange Commission and sent such disclosure to all holders of record of the
Company's capital stock as required by such Rule.
ARTICLE XI.
TERMINATION
Section 11.01. Conditions of Termination.
(a) Notwithstanding anything to the contrary contained herein, this
Purchase Agreement may be terminated, and the transactions contemplated hereby
may be abandoned, at any time before completion of the Closing, (i) by mutual
consent of the Seller and REI, or (ii) by either REI or the Seller if all
conditions to Closing contained in this Purchase Agreement have been satisfied
on or prior to the Closing Date (other than those set forth in Section 9.05 and
those that by their terms are to be satisfied at the Closing), and the Closing
shall not have occurred on such date, or (iii) by either REI or the Seller if
any condition to Closing (other than those set forth in Section 9.05 and those
that by their terms are to be satisfied at the Closing) has not been satisfied
on or prior to the Closing Date, and the Closing shall not have occurred by June
3, 1999; provided, however, that this Purchase Agreement may not be terminated
by a party if the failure of the Closing to occur by such date is due to the
breach of any provision hereof by such party.
<PAGE>
(b) This Purchase Agreement may, by notice given in the manner
hereinafter provided, be terminated and abandoned at any time prior to
completion of the Closing:
(i) by the Seller if there has been a material misrepresentation
in Article VI hereof by REI or a material default or breach by REI
with respect to REI, due and timely performance of any of REI,
covenants and agreements contained in this Purchase Agreement, and
such misrepresentation, default, or breach shall not have been cured
within ten (10) days after receipt by REI of notice specifying
particularly such misrepresentation, default, or breach; or
(ii) by the Seller if the Seller accepts an unsolicited proposal
from a third party for purchase of the Shares; or
(iii) by REI if there has been a material misrepresentation in
Article V hereof by the Seller or a material default or breach by the
Seller with respect to the Seller's due and timely performance of any
of the Seller's covenants and agreements contained in this Purchase
Agreement, and such misrepresentation, default or breach shall not
have been cured within ten (10) days after receipt by the Seller of
notice specifying particularly such misrepresentation, default or
breach.
Section 11.02. Effect of Termination. In the event of termination pursuant
to Section 11.01, this Purchase Agreement shall terminate and have no further
effect except for the provisions set forth in Sections 5.07, 6.06 and 13.02
which shall remain in effect for an indefinite period following the termination
date and except for liability arising out of a material breach of any
representation, warranty, covenant, or agreement contained herein prior to the
termination date.
ARTICLE XII.
INDEMNIFICATION
Section 12.01. Indemnification by the Seller. Subject to Section 12.05, the
Seller shall indemnify and hold harmless each of the Purchasers and its
shareholders, officers, directors and Affiliates (other than the Company) ("REI
Indemnified Persons") from and against any and all damages, losses, obligations,
demands, liabilities, claims, encumbrances, penalties, costs, and expenses,
including reasonable attorneys' fees (each an "Indemnity Loss"), which any such
Purchaser may suffer, incur or become subject to as a result of or in connection
with (a) any breach of any representation or warranty by the Seller made in this
Purchase Agreement or any Transaction Document, or any breach or failure of the
Seller to perform or fulfill any covenant, agreement or obligation of the
Seller, contained in this Purchase Agreement or any Transaction Document and (b)
any and all actions, suits, investigations, proceedings, demands, assessments,
audits, and judgments arising out of any of the foregoing other than any suit to
enforce the provisions of this Article XII, subject to Section 12.07.
<PAGE>
Section 12.02. Indemnification by REI. REI shall indemnify and hold
harmless the Seller from and against any and all Indemnity Losses which the
Seller may suffer, incur or become subject to as a result of or in connection
with (a) any breach of any representation or warranty made in this Purchase
Agreement or any Transaction Document, or any breach or failure of REI to
perform or fulfill any covenant, agreement or obligation of REI contained in
this Purchase Agreement or any Transaction Document and (b) any and all suits,
actions, investigations, proceedings, demands, assessments, audits, and
judgments arising out of any of the foregoing.
Section 12.03. Notice. If an indemnified party (the "Claimant") believes
that it has suffered or incurred any Indemnity Loss, it shall so notify the
party which the Claimant believes has an obligation to indemnify (the
"Indemnifying Party") promptly in writing describing such loss or expense, the
amount thereof, if known, and the method of computation of such loss or expense,
all with reasonable particularity (the "Indemnification Notice"). If any action
at law, suit in equity, or administrative action is instituted by or against a
third party with respect to which the Claimant intends to claim any liability or
expense as an Indemnity Loss under this Article XII, it shall promptly notify
the Indemnifying Party in writing of such action or suit describing such loss or
expenses, the amount thereof, if known, and the method of computation of such
loss or expense, all with reasonable particularity (the "Litigation Notice") in
lieu of an Indemnification Notice.
Section 12.04. Defense of Claims. If the Claimant shall notify the
Indemnifying Party of any claim or demand pursuant to Section 12.01, and if such
claim or demand relates to a claim or demand asserted by a third party against
the Claimant which the Indemnifying Party acknowledges is a claim or demand for
which it must indemnify or hold harmless the Claimant under Section 12.01, the
Indemnifying Party shall have the right to employ counsel reasonably acceptable
to the Claimant to defend any such claim or demand asserted against the Claimant
for so long as the Indemnifying Party shall continue in good faith to diligently
defend against such action or claim. The Claimant shall have the right to
participate in the defense of any such claim or demand at its own expense. The
Indemnifying Party shall notify the Claimant in writing, as promptly as possible
(but in any case, at least five Business Days before the due date for the answer
or response to a claim) after the date of the notice of claim given by the
Claimant to the Indemnifying Party under Section 12.03 of its election to defend
in good faith any such third party claim or demand. So long as the Indemnifying
Party is defending in good faith any such claim or demand asserted by a third
party against the Claimant, the Claimant shall not settle or compromise such
claim or demand without the consent of the Indemnifying Party, which consent
shall not be unreasonably withheld, and the Claimant shall make available to the
Indemnifying Party or its agents all records and other material in the
Claimant's possession, custody or control reasonably required by it for its use
in contesting any third party claim or demand. In the event the Indemnifying
Party elects not to defend such claim or action or if the Indemnifying Party
elects to defend such claim or action but fails to diligently defend such claim
or action in good faith, the Claimant shall have the right to settle or
compromise such claim or action without the consent of the Indemnifying Party,
except that the Claimant shall not settle or compromise any such claim or
demand, unless the Indemnifying Party is given a full and complete release of
any and all liability by all relevant parties relating thereto.
<PAGE>
Section 12.05. Limitations on Indemnity. Notwithstanding anything to the
contrary contained in this Agreement,
(a) Seller shall not be required to indemnify and hold harmless
any REI Indemnified Party pursuant to Section 12.01 unless the REI
Indemnified Party has asserted a claim with respect to such matters
within the applicable survival period set forth in Section 12.08.
(b) The amounts for which Seller shall be liable under Section
12.01 shall be net of (i) any insurance payable to REI Indemnified
Parties in connection with the facts giving rise to the right of
indemnification and (ii) any related Tax benefits received by any of
the REI Indemnified Parties.
(c) REI Indemnified Parties may not make any claim hereunder for
punitive damages, except REI Indemnified Parties may make a claim
under this Purchase Agreement for punitive damages constituting
Indemnity Losses payable by the Company or an REI Indemnified Party
for a third party claim to the extent (i) such third party has been
awarded specified punitive damages in respect to such claim and (ii)
such punitive damages are based on events or conduct of the Company,
the Seller or their respective officers, directors, trustees or
Affiliates prior to the Closing.
(d) Except with respect to a breach of the representations and
warranties in Sections 5.01, 5.02, 5.03, 5.04, 5.05, 5.07 and 5.08,
Seller shall not be required to indemnify and hold harmless the REI
Indemnified Parties until the aggregate amount of Indemnity Losses
exceeds an amount equal to $150,000, after which Seller shall be
obligated to indemnify the REI Indemnified Parties for Indemnity
Losses in excess of such amount.
(e) Except with respect to a breach of the representations and
warranties in Sections 5.01, 5.02, 5.03, 5.04, 5.05, 5.07 and 5.08,
the cumulative indemnification obligation of Seller under Section
12.01 shall in no event exceed an amount equal to 50% of the Aggregate
Purchase Price. With respect to a breach of the representations and
warranties in Article V, the cumulative indemnification obligation of
Seller under Section 12.01 shall in no event exceed an amount equal to
the Aggregate Purchase Price.
Section 12.06. Payment of Losses. The Indemnifying Party shall pay to the
Claimant in cash the amount to which the Claimant may become entitled by reason
of the provisions of this Article XII, within 15 Business Days after such amount
is determined either by mutual agreement of the parties or on the date on which
both such amount and Claimant's obligation to pay such amount have been
determined by a final, non-appealable judgment of a court or administrative body
having jurisdiction over such proceeding.
<PAGE>
Section 12.07. Costs and Attorneys' Fees. In any legal action or proceeding
brought to enforce the indemnity obligations contained in this Article XII, the
prevailing party shall be entitled to recover its reasonable expenses, charges,
court costs and attorneys' fees.
Section 12.08. Survival. Notwithstanding the foregoing, the Indemnifying
Party shall have no liability with respect to any Indemnity Loss, incurred or
which may be incurred, notice of which is not received by the Indemnifying Party
pursuant to Section 12.03 hereof on or before the second anniversary of the
Closing; provided, however, that the covenants contained in Section 7.05
relating to sale of shares and the obligation to indemnify with respect to a
breach thereof shall survive for 30 days following expiration of the three-year
period set forth therein. Notwithstanding the above, the obligations of an
Indemnifying Party with respect to Indemnity Losses arising from a breach of a
representation, warranty or covenant (i) contained in Article V (other than
Section 5.06) and in Article VI shall survive indefinitely without regard to the
notice requirement set forth in the foregoing sentence and (ii) contained in
Section 7.06 shall survive for so long as the Permanent Channeling Injunction
(as such term is defined in the Plan) shall remain in effect.
Section 12.09. Exclusive Remedy. The sole and exclusive remedy of the REI
Indemnified Parties for breach of any representation and warranty made by the
Seller or any breach of any covenant or agreement to be performed by the Seller
in connection with the transactions contemplated hereby, shall be the remedies
expressly provided in this Article 12 and the Seller shall have no other
obligations with respect thereto. The provisions of this Section 12.09 shall not
prevent the REI Indemnified Parties from bringing an action for fraud.
ARTICLE XIII.
MISCELLANEOUS
Section 13.01. Public Announcements. No party shall make any press release
or public announcement concerning the transactions contemplated by this Purchase
Agreement prior to the Closing Date, except as required by law or as agreed upon
by the Seller and REI.
Section 13.02. Expenses. Each party hereto shall be responsible for the
fees and expenses of its accountants, attorneys and advisors and any other costs
and expenses incurred by it in the negotiations and consummation of the
transactions contemplated by this Purchase Agreement.
Section 13.03. Notices. All notices, requests, demands, and other
communications under this Purchase Agreement shall be in writing and shall be
deemed to have been duly given (a) on the date of service if served personally
on the party to whom notice is to be given, (b) on the day of transmission if
sent via facsimile transmission to the facsimile number given below, provided
that telephonic confirmation of receipt is obtained promptly after completion of
transmission, (c) on the day after delivery to a nationally recognized overnight
courier service or the Express Mail service maintained by the United States
Postal Service, or (d) on the fifth (5th) day after mailing, if mailed to the
party to whom notice is to be given, by first class mail, registered or
certified, postage prepaid, and addressed as follows:
<PAGE>
If to Seller, to:
Keene Creditors Trust
The Chancery
190 Willis Avenue
Mineola, New York 11501
Tel. No. (516) 873-1412
Fax No. (516) 873-1092
With a copy to:
Ed Kaufmann, Esq.
Hughes Hubbard & Reed, LLP
One Battery Place Plaza
New York, New York 10004
Tel. No. (212) 837-6000
Fax No. (212) 422-4726
which copy alone shall not constitute notice for the purposes of this
Purchase Agreement.
If to REI, to:
Reinhold Enterprises, Inc.
c/o Hammond Kennedy Whitney & Company, Inc.
8888 Keystone Crossing, Suite 690
Indianapolis, Indiana 46240
Attention: Glenn Scolnik
Tel. No. (317) 574-6900
Fax. No. (317) 574-7515
With a copy to:
Stephen J. Hackman, Esq.
Ice Miller Donadio & Ryan
One American Square, Box 82001
Indianapolis, Indiana 46282
Tel. No. (317) 236-2100
Fax. No. (317) 236-2219
which copy alone shall not constitute notice for the purposes of this
Purchase Agreement.
<PAGE>
Any party may change its address for the purpose of this Section 13.03 by
giving the other parties written notice of its new address in the manner set
forth above.
Section 13.04. Headings. The article, section, and paragraph headings in
this Purchase Agreement are for reference purposes only and shall not affect the
meaning or interpretation of this Purchase Agreement.
Section 13.05. Construction.
(a) As used herein, "knowledge of Seller", and "actual knowledge of
Seller" shall mean the actual, collective knowledge of the Trustees, it
being acknowledged that the Trustees have no duty to make an independent
investigation regarding matters contained in the Company SEC Documents.
(b) The words "hereof", "herein", "hereto", "hereunder" and
"hereinafter" and words of similar import, when used in this Purchase
Agreement, shall refer to this Purchase Agreement as a whole and not to any
particular provision of this Purchase Agreement.
(c) The parties have participated jointly in the negotiation and
drafting of this Purchase Agreement, and, in the event of an ambiguity or a
question of intent or a need for interpretation arises, this Purchase
Agreement shall be construed as if drafted jointly by the parties and no
presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any of the provisions of this Purchase
Agreement.
(d) Any reference to any federal, state, local, or foreign statute or
law shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise.
(e) The word "including" means "including, without limitation".
<PAGE>
Section 13.06. Severability. If any provision of this Purchase Agreement is
declared by any court or other governmental body to be null, void, or
unenforceable, this Purchase Agreement shall be construed so that the provision
at issue shall survive to the extent it is not so declared and that all of the
other provisions of this Purchase Agreement shall remain in full force and
effect.
Section 13.07. Entire Agreement. This Purchase Agreement and the
Transaction Documents (and the exhibits and schedules hereto and thereto)
contain the entire understanding among the parties hereto with respect to the
transactions contemplated hereby and supersedes and replaces all prior and
contemporaneous agreements, understandings, representations or warranties, oral
or written, with regard to those transactions. All Exhibits and Schedules hereto
are expressly made a part of this Purchase Agreement as fully as though
completely set forth herein.
Section 13.08. Amendments: Waivers. This Purchase Agreement may be amended
or modified, and any of the terms, covenants, representations, warranties, or
conditions hereof may be waived, only by a written instrument executed by the
parties hereto, or in the case of a waiver, by the party waiving compliance. Any
waiver by any party of any condition, or of the breach of any provision, term,
covenant, representation, or warranty contained in this Purchase Agreement, in
any one or more instances, shall not be deemed to be or construed as a further
or continuing waiver of any condition or of the breach of any other provision,
term, covenant, representation, or warranty of this Purchase Agreement.
Section 13.09. Parties in Interest. Nothing in this Purchase Agreement is
intended to confer any rights or remedies under or by reason of this Purchase
Agreement on any Person other than the Seller, REI and the Qualified Designees
and their respective successors and permitted assigns. The Qualified Designees
are hereby expressly made third party beneficiaries of this Purchase Agreement.
Section 13.10. Successors and Assigns. No party hereto shall assign or
delegate this Purchase Agreement or any rights or obligations hereunder without
the prior written consent of the other parties hereto, and any attempted
assignment or delegation without prior written consent shall be void and of no
force or effect; provided, however, that REI may assign its rights and
obligations hereunder to one or more Qualified Designees. This Purchase
Agreement shall inure to the benefit of and shall be binding upon the successors
and permitted assigns of the parties hereto.
Section 13.11. Governing Law. This Purchase Agreement shall be construed
and enforced in accordance with, and governed by, the laws of the State of New
York applicable to contracts made and to be performed in such state.
Section 13.12. Counterparts. This Purchase Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which shall
together constitute the same instrument.
Section 13.13. Subsequent Documentation. At any time and from time to time
after the Closing Date, the Seller shall, upon the request of REI, and REI
shall, upon the request of the Seller, promptly execute, acknowledge, and
deliver, or cause to be executed, acknowledged, and delivered, such further
instruments and other documents, and perform or cause to be performed such
further acts, as may be reasonably required to evidence or effectuate the
issuance, sale, and delivery hereunder of the Shares.
<PAGE>
Section 13.14. Specific Performance. Each of the parties agrees that
damages for a breach of or default under this Purchase Agreement would be
inadequate and that in addition to all other remedies available at law or in
equity the parties and their successors and assigns shall be entitled to
specific performance or injunctive relief, or both, in the event of a breach or
a threatened breach of this Purchase Agreement.
Section 13.15. Nonrecourse Provisions. Except in the case of fraud or other
willful misconduct by any Trust Person,
(a) Purchasers agree that, notwithstanding anything to the contrary in
this Purchase Agreement or any other Transaction Document or under any
applicable rule of law or equity, (i) the sole recourse of Purchasers under
the Transaction Documents or otherwise with respect to the matters
contemplated hereby or thereby shall be limited to the Seller and its
assets and (ii) the Seller's obligations and liabilities under all
Transaction Documents and otherwise in connection with the transactions
contemplated therein shall be Nonrecourse to the Trustees and the
beneficiaries, employees, advisors and agents of the Seller (collectively,
"Trust Persons").
(b) "Nonrecourse" shall mean that the obligations and liabilities are
limited in recourse solely to the Seller and the assets of the Seller
(which shall not include any receivables due from or other rights against
Trust Persons), and no Trust Person shall be directly or indirectly
personally liable in any respect for any obligations or liability of the
Seller under any Transaction Document or any transaction contemplated
herein or therein.
(c) Purchasers hereby covenant for themselves and their successors and
assigns that they and their successors and assigns will not make any claim,
or bring, commence, prosecute or maintain any action, either at law or
equity, in any federal, state or local court of the United States or in any
foreign court, against any Trust Person in respect of (i) the payment of
any amount or the performance of any obligation under any Transaction
Document, (ii) the satisfaction of any liability arising in connection with
any such payment or obligation or otherwise, including without limitation,
liability arising in law for tort (including, without limitation, for
active and passive negligence and negligent misrepresentation), equity
(including, without limitation, for indemnification and contribution) or
contract (including, without limitation, monetary damages for the breach of
representation or warranty or performance of any of the covenants or
obligations contained in any Transaction Document or with the transactions
contemplated herein or therein) or (iii) otherwise in respect of the
transactions contemplated hereby; provided that this Section 13.15 shall
not limit Purchasers from naming a Trust Person in any action against the
Seller, solely for the purposes of enforcing the Seller's obligations under
the Purchase Agreement or satisfying any liability of Seller referred to in
clauses (i) and (ii) of this Section 13.15(c).
(The remainder of this page intentionally left blank.)
<PAGE>
SIGNATURE PAGE TO
STOCK PURCHASE AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed, or caused to be
executed by their duly authorized representatives, this Purchase Agreement as of
the date first above written.
"PURCHASER"
REINHOLD ENTERPRISES, INC.
By: /s/ Matthew C. Hook
-----------------------------------
Its: President
----------------------------------
"SELLER"
KEENE CREDITORS TRUST
By: /s/ Richard A. Lippe
-----------------------------------
Richard A. Lippe, Trustee
By: /s/ Archie R. Dykes
-----------------------------------
Archie R. Dykes, Trustee
By: /s/ John J. Robbins
-----------------------------------
John J. Robbins, Trustee
EXHIBIT C
FORM OF QUALIFIED DESIGNEE ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS QUALIFIED DESIGNEE ASSIGNMENT AND ASSUMPTION AGREEMENT (the
"Agreement") is made as of the ____ day of May, 1999 by and among REINHOLD
ENTERPRISES, INC., an Indiana corporation ("REI"), ________________________ (the
"Assignee") and KEENE CREDITORS TRUST (the "Seller"). Capitalized terms used but
not defined in this Agreement shall have the meanings set forth in the Purchase
Agreement (as defined below).
RECITALS:
A. REI and the Seller are parties to that certain Stock Purchase
Agreement dated May ___, 1999 (the "Purchase Agreement") pursuant to
which the Seller agreed to sell, and REI and/or certain Qualified
Designees agreed to purchase, 997,475 Class B Common Shares of
Reinhold Industries, Inc. (the "Company").
B. Upon execution of this Agreement, the Assignee shall for all purposes
under the Purchase Agreement be a Qualified Designee within the
meaning of the Purchase Agreement.
AGREEMENT:
In consideration of the terms and conditions contained herein and in the
Purchase Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Assignment. REI hereby transfers and assigns to the Assignee its right
to purchase [______________] Shares pursuant to the Purchase Agreement and
further transfers and assigns to the Assignee, pro rata with the other Qualified
Designees identified on Schedule 1 attached hereto, all other right, title and
interest of REI in, to and under the Purchase Agreement.
2. Assumption. The Assignee hereby agrees to purchase [_______] Shares
pursuant to the Purchase Agreement and accepts and, severally (but not jointly)
to the extent of the Assignee's pro rata interest in the Purchase Agreement,
assumes and agrees to be bound by REI's (and, where applicable, Purchaser's)
obligations under the Purchase Agreement except that the Assignee does not
assume the obligations of REI under Article XII of the Purchase Agreement. The
parties hereby acknowledge and agree that the obligations of REI under Article
XII of the Purchase Agreement shall remain obligations solely of REI.
3. Representations and Warranties of the Assignee. The Assignee hereby
severally (and not jointly) and to the extent of the Assignee's pro rata
interest in the Purchase Agreement represents and warrants to the Seller as
follows:
<PAGE>
[a. Organization; Good Standing; Qualification; and Power. The Assignee is
a company, organization, entity, account or plan duly organized,
validly existing and, to the extent Assignee is a corporation or other
entity, in good standing, under the laws of the State of its
organization. The Assignee has all requisite power and authority and
all governmental licenses, authorizations, consents and approvals to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby.] [Bold representations shall only be given by
Qualified Designees other than individuals.]
b. Authority. [The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby by the Assignee
have been duly authorized by all necessary action on the part of the
Assignee.] This Agreement constitutes a valid and legally binding
obligation of the Assignee enforceable against the Assignee in
accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or similar laws affecting creditors' rights
generally or by the principles governing the availability of equitable
remedies.
c. No Conflict or Violation. The execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated
hereby do not and shall not: [(a) violate or conflict with the
organizational documents of the Assignee;] (b) violate any provision
of law or any order, judgment, or decree of any court or other
governmental or regulatory authority applicable to the Assignee; or
(c) result in a breach of, or constitute a default (or an event which,
with notice or lapse of time or both would constitute a default)
under, or give rise to any right of termination, cancellation or
acceleration of, or result in the creation of any Lien upon any of the
assets or properties of the Assignee under, any loan agreement,
mortgage, security agreement, indenture, or other agreement or
instrument to which the Assignee is a party or by which the Assignee
is bound or to which any of its properties or assets is subject or
prohibit the Assignee from consummating the purchase and sale of the
Shares as contemplated hereby.
d. No Consent. No authorization, consent, approval, exemption, or other
action by or notice to or filing with any court or administrative or
governmental body or any third party is required to permit the
Assignee to execute and deliver this Agreement, to consummate the
transactions contemplated by this Agreement or to comply with and
fulfill the terms and conditions of this Agreement.
<PAGE>
e. Securities Matters. The Assignee understands that the offering and
sale of the Shares under the Purchase Agreement is intended to be
exempt from the registration requirements of the Securities Act. The
Shares are being acquired by the Assignee for its own account and
without a view to the public distribution of the Shares or any
interest therein. The Assignee is an "accredited investor" as such
term is defined in Regulation D promulgated under the Securities Act.
The Assignee is not a broker-dealer subject to Regulation T
promulgated by the Board of Governors of the Federal Reserve System.
The Assignee has sufficient knowledge and experience in financial and
business matters so as to be capable of evaluating the merits and
risks of its investment in the Shares, and the Assignee is capable of
bearing the economic risks of such investment, including a complete
loss of its investment in the Shares. In evaluating the suitability of
an investment in the Shares, the Assignee has relied upon the
representations, warranties, covenants and agreements made by the
Seller in the Purchase Agreement and on such other information
regarding the Company sufficient to allow the Assignee to make an
informed decision regarding purchase of the Shares. The Assignee has
not relied upon any other representations or other information
(whether oral or written and including any estimates, projections or
supplemental data) made or supplied by or on behalf of Seller, the
Company or any Affiliate, employee, agent or other representative of
Seller or the Company other than as contemplated by this Section 3.e.
The Assignee acknowledges that Seller has no responsibility for any
information furnished to it other than as set forth in the
representations and warranties made by Seller in the Purchase
Agreement. The Assignee understands and agrees that it may not sell or
dispose of any of the Shares other than pursuant to a registered
offering or in a transaction exempt from the registration requirements
of the Securities Act and that the Shares will bear an appropriate
legend to that effect.
f. Brokers or Finders Commissions. No broker's or finder's fee or
commission or investment banking fee has been or will be payable, or
asserted to be payable by any of the Assignee, the Seller, the Company
or the Subsidiary with respect to the purchase of the Shares from the
Seller or the transactions contemplated by this Agreement as a result
of any agreement entered into by the Assignee.
g. Financial Condition. The Assignee has sufficient liquidity and
financial condition to consummate the purchase of the Shares at
Closing.
h. EXCLUSIVITY OF REPRESENTATIONS. THE REPRESENTATIONS AND WARRANTIES
MADE BY THE ASSIGNEE IN THIS AGREEMENT ARE IN LIEU OF AND ARE
EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY
IMPLIED WARRANTIES. THE ASSIGNEE HEREBY DISCLAIMS ANY SUCH OTHER OR
IMPLIED REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE DELIVERY OR
DISCLOSURE TO SELLER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR
REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION.
<PAGE>
4. Indemnification by the Assignee. The Assignee shall indemnify and hold
harmless the Seller from and against any and all Indemnity Losses which the
Seller may suffer, incur or become subject to as a result of or in connection
with (a) any breach of any representation or warranty made by the Assignee in
this Agreement and (b) any and all suits, actions, investigations, proceedings,
demands, assessments, audits, and judgments arising out of any of the foregoing.
The obligations of the Assignee pursuant to the foregoing sentence shall be
several (and not joint) with the other Qualified Designees and to the extent of
the Assignee's pro rata interest in the Purchase Agreement. Indemnification of
the Seller by the Assignee shall be pursuant to the terms, conditions and
limitations contained in Sections 12.03, 12.04, 12.06, 12.07 and 12.08 of the
Purchase Agreement (except that the reference to Article VI in Section 12.08
shall be deemed to refer to Section 3 hereof). The representations and
warranties of the Assignee contained in this Agreement shall survive the Closing
indefinitely.
5. Obligations of the Seller. Seller hereby acknowledges the assignment and
assumption of the rights and obligations of REI under the Purchase Agreement by
the Assignee. Seller further acknowledges and affirms that the representations,
warranties, covenants and agreements of Seller contained in the Purchase
Agreement, including without limitation, the obligation to indemnify the REI
Indemnified Parties shall inure to the benefit of the Assignee to the same
extent as though the Assignee were a party to the Purchase Agreement.
6. Stock Price Adjustment. If, on the third anniversary of the date of this
Agreement, the Market Value per Share of the Class A Common Stock of the Company
is less than Eleven and 50/100 Dollars ($11.50) (the amount of any such
deficiency as of such date being referred to as the "Stock Price Deficiency"),
then no later than 15 Business Days thereafter and as additional consideration
for the Shares, the Qualified Designee shall pay in cash to the Seller its pro
rata portion of an amount equal to (a) 22,525, multiplied by (b) the Stock Price
Deficiency. Notwithstanding the above, the Qualified Designee shall have the
right to assign its obligations under this Section to a corporation, partnership
or other entity with the prior written consent of Seller, which consent shall
not be unreasonably withheld, conditioned or delayed, and upon the assumption of
the obligations by such corporation, partnership or other entity, the Qualified
Designee shall be released from its obligations under this Section. For purposes
of this Section, "Market Value per Share" shall mean the average trading price
of one share of Class A Common Stock of the Company over the 20 trading days
ending on the third anniversary of the date of this Agreement as quoted in the
National Quotation Bureau Pink Sheets or on such exchange or in such interdealer
quotation system or other trading market as the Class A Common Stock of the
Company is then quoted.
For purposes of this Agreement, "pro rata" shall mean the ratio (expressed
as a percentage) that the number of Shares purchased by the Qualified Designee
hereunder bears to the total number of Shares purchased by all Qualified
Designees (as set forth on Schedule 1 attached hereto) at the Closing.
<PAGE>
7. Miscellaneous.
a. Each party hereto shall be responsible for the fees and expenses of
its accountants, attorneys and advisors and any other costs and
expenses incurred by it in the negotiations and consummation of the
transactions contemplated by this Agreement.
b. All notices, requests, demands, and other communications under this
Agreement shall be in writing and shall be deemed to have been duly
given (a) on the date of service if served personally on the party to
whom notice is to be given, (b) on the day of transmission if sent via
facsimile transmission to the facsimile number given below, provided
that telephonic confirmation of receipt is obtained promptly after
completion of transmission, (c) on the day after delivery to a
nationally recognized overnight courier service or the Express Mail
service maintained by the United States Postal Service, or (d) on the
fifth (5th) day after mailing, if mailed to the party to whom notice
is to be given, by first class mail, registered or certified, postage
prepaid, and addressed as follows:
If to Seller, to:
Keene Creditors Trust
The Chancery
190 Willis Avenue
Mineola, New York 11501
Tel. No. (516) 873-1412
Fax No. (516) 873-1092
With a copy to:
Ed Kaufmann, Esq.
Hughes Hubbard & Reed, LLP
One Battery Place Plaza
New York, New York 10004
Tel. No. (212) 837-6000
Fax No. (212) 422-4726
which copy alone shall not constitute notice for the purposes of this
Purchase Agreement.
<PAGE>
If to REI, to:
Reinhold Enterprises, Inc.
c/o Hammond Kennedy Whitney & Company, Inc.
8888 Keystone Crossing, Suite 690
Indianapolis, Indiana 46240
Attention: Glenn Scolnik
Tel. No. (317) 574-6900
Fax. No. (317) 574-7515
With a copy to:
Stephen J. Hackman, Esq.
Ice Miller Donadio & Ryan
One American Square, Box 82001
Indianapolis, Indiana 46282
Tel. No. (317) 236-2100
Fax. No. (317) 236-2219
which copy alone shall not constitute notice for the purposes of this
Purchase Agreement.
If to the Assignee, to the address and/or fax number set forth below such
Assignee's signature below.
Any party may change its address for the purpose of this Section 6.b. by
giving the other parties written notice of its new address in the manner set
forth above.
c. The section and paragraph headings in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of
this Agreement.
d. If any provision of this Agreement is declared by any court or other
governmental body to be null, void, or unenforceable, this Agreement
shall be construed so that the provision at issue shall survive to the
extent it is not so declared and that all of the other provisions of
this Agreement shall remain in full force and effect.
e. This Agreement and the Transaction Documents (and the schedules hereto
and thereto) contain the entire understanding among the parties hereto
with respect to the transactions contemplated hereby and thereby and
supersede and replace all prior and contemporaneous agreements,
understandings, representations or warranties, oral or written, with
regard to those transactions. All Schedules hereto are expressly made
a part of this Agreement as fully as though completely set forth
herein.
<PAGE>
f. This Agreement may be amended or modified, and any of the terms,
covenants, representations, warranties, or conditions hereof may be
waived, only by a written instrument executed by the parties hereto,
or in the case of a waiver, by the party waiving compliance. Any
waiver by any party of any condition, or of the breach of any
provision, term, covenant, representation, or warranty contained in
this Agreement, in any one or more instances, shall not be deemed to
be or construed as a further or continuing waiver of any condition or
of the breach of any other provision, term, covenant, representation,
or warranty of this Agreement.
g. Nothing in this Agreement is intended to confer any rights or remedies
under or by reason of this Agreement on any Person other than the
Seller, REI and the Assignee and their respective successors and
permitted assigns.
h. Except as contemplated by Section 6 above, no party hereto shall
assign or delegate this Agreement or any rights or obligations
hereunder without the prior written consent of the other parties
hereto, and any attempted assignment or delegation without prior
written consent shall be void and of no force or effect. This
Agreement shall inure to the benefit of and shall be binding upon the
successors and permitted assigns of the parties hereto.
i. This Agreement shall be construed and enforced in accordance with, and
governed by, the laws of the State of New York applicable to contracts
made and to be performed in such state.
j. This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which shall together constitute the
same instrument.
k. Assignee hereby appoints REI as its authorized representative for
purposes of executing and delivering the receipt specified in Section
3.03(d) of the Purchase Agreement and hereby authorizes and directs
REI to deliver such receipt upon Seller's delivery and REI's receipt
of the items described in Section 3.02 of the Purchase Agreement.
[Signatures follow next page.]
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first written above.
"REI"
REINHOLD ENTERPRISES, INC.
By:______________________________________
Its:______________________________________
"SELLER"
KEENE CREDITORS TRUST
By:______________________________________
Richard A. Lippe, Trustee
By:______________________________________
Archie R. Dykes, Trustee
By:______________________________________
John J. Robbins, Trustee
"ASSIGNEE"
-----------------------------------------
Address:
---------------------------------
-----------------------------------------
-----------------------------------------
Telephone No. ( )
---------------------------
Fax No. ( )
---------------------------------
<PAGE>
SCHEDULE 1
Other Qualified Designees
Qualified Designee Number of Shares
EXHIBIT D
STOCKHOLDERS AGREEMENT
This Stockholders Agreement (the "Agreement") is entered into this 21st day
of May, 1999, among the Persons identified as "Stockholders" on the signature
pages of this Agreement and any other person who hereafter becomes a holder of
Participating Common Stock (as defined in Section 12) and who becomes a party to
this Agreement (hereinafter sometimes each referred to as a "Stockholder" and
collectively as "Stockholders").
Preliminary Statements
1. The authorized capital stock of Reinhold Industries, Inc., a Delaware
corporation (the "Company"), consists of 1,480,000 shares of Class A
Common Stock, par value $0.01 per share, and 1,020,000 shares of Class
B Common Stock, par value $0.01 per share. There are 978,956 shares of
Class A Common Stock outstanding on the date of this Agreement, which
are held by various stockholders. All of the shares of Class B Common
Stock are outstanding and are held by Keene Creditors Trust (the
"Trust").
2. Pursuant to a certain Stock Purchase Agreement dated May 18, 1999 (the
"Purchase Agreement"), the Trust agreed to sell to Reinhold
Enterprises, Inc. ("REI") or its Qualified Designees 997,475 shares of
Class B Common Stock of the Company.
3. The Stockholders are the Qualified Designees under the Purchase
Agreement, and each has agreed to purchase that number of shares of
Participating Common Stock set forth on Schedule 1 hereto.
4. Pursuant to the Certificate of Incorporation of the Company, upon the
sale of the Class B Common Stock pursuant to the Purchase Agreement,
each share of the Class B Common Stock will convert into Class A
Common Stock without further action of the holders.
5. The Stockholders hereby agree to certain terms and conditions relevant
to the transfer of the Participating Common Stock as set forth in this
Agreement.
Terms and Conditions
In consideration of the mutual covenants and agreements contained in this
Agreement, and intending to be legally bound, the parties agree as set forth
herein. Capitalized terms have the meanings set forth in Section 12 or as
otherwise defined in this Agreement or the Purchase Agreement.
Section 1. [Reserved].
<PAGE>
Section 2. Restrictions on Transfer.
(a) None of the Stockholders shall, directly or indirectly, offer,
sell, transfer or dispose of any Participating Common Stock without
offering the Remaining Stockholders the right of first refusal in the
manner provided in Section 3, except (i) to another Stockholder, provided
the Participating Common Stock so disposed of continues to be subject to
this Agreement, (ii) for gifts or bequests to any person or distributions
from a trust to the beneficiaries thereof, provided that (A) the transferor
shall have obtained and delivered to the Company the recipient's agreement
in a written instrument to be bound by the provisions of this Agreement
applicable to the Stockholders and (B) the recipient shall be deemed to be
a Stockholder for all purposes of this Agreement, (iii) for sales or
exchanges pursuant to mergers, tender offers or similar transactions which
the Board of Directors of the Company either approves or does not oppose,
and (iv) for sales or other dispositions approved in advance by a majority
of the Board of Directors of the Company.
(b) Notwithstanding any other provision contained in this Agreement,
on or prior to the third anniversary of the date of this Agreement, no
Stockholder shall (i) acquire any additional shares of Common Stock of the
Company (other than by way of stock dividends, stock splits or other
distributions made to all stockholders of the Company pro rata) or (ii)
offer, sell, transfer or dispose of any Participating Common Stock if such
offer, sale, transfer or disposition would trigger the net operating loss
limitations of Internal Revenue Code Section 382 with respect to the
Company.
(c) No sale or transfer (as defined in Section 12 of this Agreement)
of any of the Participating Common Stock shall be valid (and the
Stockholders shall cause the Company not to take any action to implement,
acknowledge or record any transfer of Participating Common Stock) unless
the Stockholder holding the Participating Common Stock has complied with
the terms and conditions of this Agreement prior to the sale or transfer.
Section 3. Conditions to Transfer by the Stockholders.
(a) Except as provided in Section 2(a), prior to the transfer of
Participating Common Stock by a Stockholder, the transferring Stockholder
shall first notify the Remaining Stockholders in writing at least 30 days
in advance of the intended transfer. The notice shall contain all of the
terms of the proposed transfer, including, without limitation and to the
extent available, the name and address of the prospective transferee, the
purchase price and other terms and conditions of payment (or the minimum
purchase price or basis for determining the minimum purchase price and
minimum acceptable other terms and conditions), the date on or about which
the transfer is to be made, the number of shares of Participating Common
Stock to be transferred (the "Offered Shares"), and the percentage of the
Stockholder's total holdings of the Participating Common Stock that those
shares represent (the "Stockholder's Notice").
<PAGE>
(b) Except as provided in Section 3(g), within 15 days after receipt
of the Stockholder's Notice each Remaining Stockholder shall be entitled to
purchase from the transferring Stockholder a number of the Offered Shares
which number shall not exceed such Remaining Stockholder's pro rata share
of the Offered Shares and may notify the transferring Stockholder and the
other Remaining Stockholders (an "Initial Purchase Notice") that the
Remaining Stockholder will purchase on the same terms set forth in the
Stockholder's Notice up to his pro rata share of the Offered Shares. For
purposes of this Section, "pro rata share" of the Offered Shares shall be
determined by the ratio (expressed as a percentage) that the number of
shares of Participating Common Stock held by the Remaining Stockholder
bears to the total number of shares of Participating Common Stock held by
all of the Remaining Stockholders.
(c) If any of the Remaining Stockholders fails to deliver an Initial
Purchase Notice as provided above or delivers an Initial Purchase Notice
but does not elect to purchase his full pro rata share, any other Remaining
Stockholder may, within ten days after expiration of the Initial Purchase
Period, notify the transferring Stockholder and the other Remaining
Stockholders (a "Secondary Purchase Notice") that such other Remaining
Stockholder will purchase all or any portion of the Offered Shares that
were not the subject of an Initial Purchase Notice on the same terms set
forth in the Stockholder's Notice.
(d) If more than one Remaining Stockholder delivers a Secondary
Purchase Notice to the transferring Stockholder and the other Remaining
Stockholders, each Remaining Stockholder desiring to purchase the Offered
Shares shall be entitled to purchase a number of such shares equal to the
product of (i) the total number of Offered Shares (as set forth in the
Stockholder's Notice), multiplied by (ii) the ratio (expressed as a
percentage) that the number of shares of Participating Common Stock held by
the Remaining Stockholder bear to the total number of shares of
Participating Common Stock held by all of the Remaining Stockholders who
have elected to purchase Offered Shares pursuant to a Secondary Purchase
Notice. Each Initial Purchase Notice and the Secondary Purchase Notice
pursuant to this Section 3 when taken together with the Stockholder's
Notice shall constitute a legal, valid, binding and enforceable contract
between the transferring Stockholder and the Remaining Stockholder(s) on
the terms and conditions set forth therein.
(e) Except as provided in Section 3(g), after compliance with the
terms of this Section 3 and subject to the terms of Section 4, the
transferring Stockholder may transfer such Stockholder's Participating
Common Stock, but only on the same terms and conditions as those contained
in the Stockholder's Notice. If the sale to the third party is not
consummated at the time and on substantially the same terms as set forth in
the Stockholder's Notice, or if the terms of the sale are materially
altered, then the Offered Shares shall once again be subject to the right
of first refusal set forth in this Section 3.
(f) Except as provided in Section 3(g), all Participating Common Stock
transferred to any Person pursuant to Section 3(e) shall remain subject to
the restrictions set forth in Section 2(b) of this Agreement, and each
transferee shall have agreed in writing to be bound by the restrictions set
forth in Section 2(b) as though such transferee were a Stockholder
hereunder.
<PAGE>
(g) Notwithstanding the above, the terms of Sections 3(b) through 3(f)
shall not apply in the event of sales of Participating Common Stock in a
registered public offering effected pursuant to the terms of the
Registration Rights Agreement.
Section 4. Co-Sale Rights.
(a) Upon delivery of a Stockholder's Notice proposing to effect a sale
or transfer of shares of Participating Common Stock to a person other than
a Stockholder, each Remaining Stockholder (including any Remaining
Stockholder who fails to exercise the right of first refusal pursuant to
Section 3) shall have the option to participate in such sale in the manner
hereinafter set forth.
(b) To exercise the option, a Remaining Stockholder shall give a
written notice of election to the transferring Stockholder within five days
after the expiration of the period within which the right of first refusal
described in Section 3 is to be exercised. All Remaining Stockholders who
timely give such notice (the "Co-Selling Stockholders"), shall have the
right to sell their Participating Common Stock to the proposed purchaser
upon the same terms and conditions specified in the Stockholder's Notice
pro rata with the transferring Stockholder according to the ratio of the
number of shares of Participating Common Stock owned by such Co-Selling
Stockholder to the total number of shares of Participating Common Stock
owned by all Stockholders whose shares are to be sold. The number of shares
of Participating Common Stock to be sold by the transferring Stockholder
shall be reduced by the number of such shares the Co-Selling Stockholders
elect to so sell. Each Co-Selling Stockholder shall bear his pro rata share
of the expenses incident to such sale.
(c) No Co-Selling Stockholder shall be required to make any
representation or warranty in connection with the sale or transfer of
Participating Common Stock pursuant to this Section 4 other than as to the
Co-Selling Stockholder's ownership and authority to sell the Participating
Common Stock proposed to be sold by him free of liens, claims and
encumbrances, but each Co-Selling Stockholder shall be required to bear his
proportionate share of any liability for indemnity obligations up to but in
no event in excess of the net proceeds received by the Co-Selling
Stockholder for the Participating Common Stock sold by him pursuant to this
Section 4.
(d) Failure by the Remaining Stockholders to exercise the option
within the five- day period shall be deemed a declination of any right to
participate in such sale, provided that such sale is completed within 120
days of the expiration of such five-day period at a price and on terms and
conditions substantially similar to those set forth in the Stockholder's
Notice. If the sale to the third party is not consummated within such
period or if the terms of sale are materially altered, then the Remaining
Stockholders must be given another opportunity to participate pursuant to
the provisions of this Section 4.
<PAGE>
(e) Notwithstanding the foregoing, the co-sale rights of the
Stockholders shall not apply in the event of an offer, sale or transfer of
Participating Common Stock held by the personal representative or estate of
any Stockholder to the extent that the Participating Common Stock is being
offered, sold or transferred to a third party in order to obtain funds to
pay federal or state taxes on behalf of the estate; provided that the
personal representative or estate shall have obtained the recipient's
agreement in a written instrument to be bound by the provisions of the
Agreement and the recipient shall be deemed to be a Stockholder for all
purposes of this Agreement.
(f) Notwithstanding the above, the terms of this Section 4 shall not
apply to sales of Participating Common Stock in a registered public
offering effected pursuant to the Registration Rights Agreement if co-sale
of the Co-Selling Stockholders' Participating Common Stock is not permitted
by the Registration Rights Agreement or by the Company.
Section 5. Term. This Agreement shall be effective as of the date first
written above and will terminate on the date on which the Stockholders or their
permitted assigns cease to hold the Participating Common Stock.
Section 6. Parties Bound by Agreement. All of the terms and provisions of
this Agreement shall be binding upon and shall inure to the benefit of the
parties and their respective personal representatives, heirs, successors and
assigns, including, without limitation, all subsequent holders of securities who
become bound by the terms of this Agreement.
Section 7. Endorsement on Stock Certificates. A copy of this Agreement
shall be delivered to the Company to be kept on file at its registered office,
and all certificates representing Participating Common Stock will be endorsed
conspicuously as follows:
The shares of Common Stock represented by this certificate are subject
to, and transferable only in accordance with, a Stockholders
Agreement, dated as of May 21, 1999, a copy of which agreement is on
file with the Secretary of the Company at its registered office.
Section 8. [Reserved].
Section 9. Enforcement. The parties agree that there will be irreparable
damage if this Agreement is not specifically enforced or if a breach or
anticipated breach is not enjoined. If any Person who is required by this
Agreement to perform an act refuses to perform that act, one or more of the
parties to this Agreement may institute and maintain proceedings to compel the
specific performance of this Agreement by the Person in default. In addition, if
any Person breaches this Agreement or if a breach is reasonably anticipated, one
or more parties to this Agreement may institute and maintain proceedings to
enjoin any breach or anticipated breach, or to compel specific performance of
this Agreement, and may obtain an injunction against a breach or reasonably
anticipated breach.
<PAGE>
Section 10. Applicable Law and Choice of Forum. The parties affirm that
this Agreement has been entered into in the State of Indiana and will be
governed by and construed in accordance with the laws of the State of Indiana,
notwithstanding any state's choice of law rules to the contrary. Further, the
parties expressly agree that any and all actions concerning any dispute arising
under this Agreement will be filed and maintained only in a state or federal
court sitting in the State of Indiana, and each party consents and submits to
the jurisdiction of that state or federal court.
Section 11. Notices. All notices hereunder will be in writing and will be
deemed to have been duly given if delivered in person, if mailed by first class
certified or registered mail, postage prepaid, or if sent by expedited courier
service, shipping billed to shipper, not later than the day upon which notice is
required or desired to be given pursuant to this Agreement, addressed as
follows:
(a) If to a Stockholder, to the address last shown on the records of
the Company.
(b) If to the legal representative, heirs, or legatees of the
Stockholder, to the address, if any, provided to the Company with the
tender of the Participating Common Stock for transfer as specified in
Section 3.
By giving notice in writing to the Secretary, a Stockholder may change the
address to which notice to him, her or it should thereafter be sent.
Section 12. Definitions. In this Agreement, the following words have the
meanings specified below:
(a) The term "Participating Common Stock" shall mean and include all
shares of the Company's Common Stock (regardless of class) owned by any
Stockholder from time to time, including without limitation any such shares
so owned on the date of this Agreement, any such shares acquired from the
Trust pursuant to the Purchase Agreement and any such shares acquired after
the date of this Agreement. All Company shares acquired by a Stockholder
after the date of this Agreement shall be deemed to be Participating Common
Stock upon acquisition unless such shares are acquired in the open market
in a transaction that is otherwise permitted by this Agreement.
(b) The term "Person" includes, but is not limited to, an individual
or fiduciary, a trust, an estate, a partnership, an association, a company,
and any similar entity.
(c) The term "Remaining Stockholders" with respect to any
Stockholder's Notice delivered in accordance with Section 3 means the
Stockholder or Stockholders who have not delivered such Stockholder's
Notice proposing to sell or transfer shares of Participating Common Stock
pursuant to the terms of this Agreement.
<PAGE>
(d) The term "Secretary" means the Secretary of the Company.
(e) Except as set forth in the next sentence, the terms "sale,"
"sell," "transfer" and the like shall include any assignment, transfer or
other disposition, with or without consideration, to any Person for any
purpose. The terms "sale," "sell," "transfer" and the like shall not
include a transfer of Participating Common Stock to (i) the spouse or any
parent, child, grandchild or sibling of the transferring Stockholder or
(ii) a trust established for the benefit of one of the Persons specified in
subparagraph (i); provided, however, the transfer shall be exempt from the
provisions of this Agreement only if all transferees (and in the case of a
minor the Person(s) holding the shares for the benefit of the minor and who
can make a binding obligation with respect to the Participating Common
Stock transferred to the minor) agree in writing prior to the transfer to
be bound by the terms and conditions of this Agreement as an additional
"Stockholder."
(f) The term "Registration Rights Agreement" means that certain
Registration Rights Agreement dated July 31, 1996 between the Company and
Keene Creditors Trust.
Section 13. Severability. The invalidity or unenforceability of any
particular provision of this Agreement will not affect the other provisions of
this Agreement, and this Agreement will be construed in all respects as if the
invalid or unenforceable provisions were omitted.
Section 14. Modification. No change or modification of this Agreement will
be valid unless it is in writing and duly executed by all the parties, or their
successors and assigns; provided, that a permitted subsequent holder of
securities may become bound by the terms of this Agreement pursuant to a written
instrument signed by such holder without the signature of the other parties
hereto.
Section 15. No Waiver. The failure of any party to insist upon the
performance of any provision of this Agreement or to pursue any right under this
Agreement will not be deemed a waiver of that or any other provision or the
relinquishment of any right.
Section 16. Gender. Reference to or the use of terms herein relating to
gender, whether male, female or neutral, will not be construed so as to limit
the applicability of the terms or conditions of this Agreement to such gender or
genders.
Section 17. Counterparts. This Agreement may be executed in multiple
counterparts, each of which will be considered an original. Only one counterpart
of this Agreement executed by the party against which it would be enforced need
be provided to evidence this Agreement. One counterpart will be delivered to
each Stockholder and one to the Company.
<PAGE>
Section 18. Costs. Each Stockholder agrees to pay his pro rata share of the
fees and expenses of Ice Miller Donadio & Ryan and Flackman, Goodman & Potter
associated with purchase by the Stockholders from the Trust of Participating
Common Stock pursuant to the Purchase Agreement.
Section 19. No Third Party Beneficiaries. The provisions of this Agreement
are not intended to, and shall not, benefit any Person other than the parties to
this Agreement, and the provisions hereof are not intended to, and shall not
create any third party beneficiary right in any Person.
[Signatures follow next page.]
<PAGE>
The parties have signed this Agreement on the date first above written.
"STOCKHOLDERS"
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: /s/ Richard C. Morrison
-------------------------------------
Printed: Richard C. Morrison
--------------------------------
Title: Managing Director
----------------------------------
MASSMUTUAL HIGH YIELD
PARTNERS II LLC
by HYP Management, Inc., as Managing
Member
By: /s/ Richard C. Morrison
-------------------------------------
Printed: Richard C. Morrison
--------------------------------
Title: Vice President
----------------------------------
MASSMUTUAL CORPORATE VALUE
PARTNERS LIMITED
by Massachusetts Mutual Life Insurance
Company, its Investment Manager
By: /s/ Richard C. Morrison
-------------------------------------
Printed: Richard C. Morrison
--------------------------------
Title: Managing Director
----------------------------------
/s/ Andrew McNally, IV
----------------------------------------
Andrew McNally, IV
/s/ Ward McNally
----------------------------------------
Ward S. McNally
<PAGE>
ANDREW MANAGEMENT, IV, L.P.
By: /s/ Andrew McNally IV
-------------------------------------
Printed: Andrew McNally IV
--------------------------------
Title: General Partner
----------------------------------
BJR MANAGEMENT IV, L.P.
By: /s/ Betsy M. Ravenel
-------------------------------------
Printed: Betsy M. Ravenel
--------------------------------
Title: General Partner
----------------------------------
ECM MANAGEMENT, L.P.
By: /s/ Edward C. McNally
-------------------------------------
Printed: Edward C. McNally
--------------------------------
Title: General Partner
----------------------------------
GLENN SCOLNIK, TRUSTEE FOR THE
GLENN SCOLNIK MONEY PURCHASE PLAN
FOR BENEFIT OF GLENN SCOLNIK
ACT. #OZJ-R47960-80
By: /s/ Glenn Scolnik
-------------------------------------
Glenn Scolnik, Trustee
<PAGE>
RALPH R. WHITNEY, JR. TRUSTEE FOR THE
RALPH R. WHITNEY, JR. MPP FBO
RALPH R. WHITNEY, JR. TCM-RO9603
By: /s/ Ralph R. Whitney, Jr.
-------------------------------------
Ralph R. Whitney, Jr., Trustee
FORREST E. CRISMAN, JR. TRUSTEE FOR
FORREST E. CRISMAN, JR. PS PLAN
DATED 12/28/89
By: /s/ Forrest E. Crisman, Jr.
-------------------------------------
Forrest E. Crisman, Jr., Trustee
<PAGE>
SCHEDULE 1
<TABLE>
<CAPTION>
<S> <C>
STOCKHOLDER NUMBER OF SHARES PURCHASED
- ----------- --------------------------
Massachusetts Mutual Life Insurance Company 314,205
MassMutual High Yield Partners II LLC 314,204
MassMutual Corporate Value Partners Limited 119,697
Andrew McNally, IV 14,599
Ward S. McNally 10,869
Andrew Management IV, L.P. 46,737
BJR Management, L.P. 23,368
ECM Management, L.P. 23,368
Glenn Scolnik, trustee for the Glenn Scolnik Money
Purchase Plan for benefit of Glenn Scolnik Act.
#OZJ-R47960-80 43,476
Ralph R. Whitney, Jr. Trustee for the Ralph R. Whitney,
Jr. MPP FBO Ralph R. Whitney, Jr. TCM-RO9603 43,476
Forrest E. Crisman, Jr., Trustee for Forrest E. Crisman,
Jr. PS Plan dated 12/28/89 43,476
-------
TOTAL 997,475
=======
</TABLE>
