UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
CompuDyne Corporation
---------------------
(Name of Issuer)
Common Stock (Par Value $.75 Per Share)
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(Title of Class of Securities)
204795 30 6
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(CUSIP Number)
Corcap, Inc.
120 Union Street
Willimantic, Connecticut 06226
(860) 456-4187
with a copy to:
Kathleen A. Maher, Esq.
Tyler Cooper & Alcorn
205 Church Street
New Haven, Connecticut 06509-1910
(203) 784-8234
(Name, address and telephone number of person authorized
to receive notices and communications)
December 31, 1996
(Dates of events which require
filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule D, and is
filing this Schedule because of Rule d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [ ].
CUSIP No. 204795 30 6
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- ----------------------------------------------------------------- (1)
Name of Reporting Person:
Corcap, Inc. ID# 06-1237135
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(2) Check the Appropriate Box if a Member of a Group:
(a)..... (b).....
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(3) SEC USE ONLY:
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(4) Source of Funds: (00)
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(3): [ ]
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(6) Citizenship or place of organization: Nevada
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Number of Shares Beneficially Owned by Reporting Person With:
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(7) Sole Voting Power: 81,055
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(8) Shared Voting Power: 0
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(9) Sole Dispositive Power: 81,055
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(10) Shared Dispositive Power: 0
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(11) Aggregate Amount Beneficially Owned By Reporting Person:
81,055
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(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares: [ ]
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(13) Percent of Class Represented by Amount in Row (11):
2.4%
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(14) Type of Reporting Person: CO
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Item 1. Security and Issuer.
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This statement on Schedule D relates to the common stock, par value $.75
per share ("Common Stock") of CompuDyne Corporation (the "Company"), a
Nevada corporation whose principal executive offices are located at 120
Union Street, Willimantic, Connecticut 06226.
Item 2. Identity and Background.
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(a)-(c) and (f). This statement on Schedule D is filed by Corcap, Inc.
("Corcap"), a Nevada corporation, whose principal executive offices are
located at 120 Union Street, Willimantic, Connecticut 06226. Corcap is a
holding company.
(d) Neither Corcap nor, to the best of its knowledge, any executive
officer, director or controlling person of Corcap has, during the last
five years, been convicted in any criminal proceeding, excluding traffic
violations or similar misdemeanors.
(e) Neither Corcap nor, to the best of its knowledge, any executive
officer, director or controlling person of Corcap has, during the last
five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which it was
or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration.
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Corcap is reporting the disposition of 227,826 shares of CompuDyne common
Stock. Corcap is not reporting the purchase or acquisition of any
securities.
Item 4. Purpose of Transaction.
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On April 26, 1996 Corcap entered into an agreement with counsel and the
Union for certain retirees of the Dayville plant to transfer 22,500
shares of CompuDyne Common Stock to the retirees in settlement of certain
medical insurance payments as well as certain life insurance payments
which ceased in 1991 when Corcap was unable to continue to make these
payments
By agreement dated as of May 15, 1996, between Corcap and the Pension
Benefit Guaranty Corporation (the "PBGC"), Corcap agreed to transfer
412,660 shares of CompuDyne Common Stock to the PBGC in full satisfaction
of claims arising under ERISA Section 4062 in connection with the
termination of the Corcap, Inc. Pension Plan 1A and the Corcap, Inc.
Pension Plan 6B (collectively, the "Plans"). Of the 412,660 shares,
Corcap had previously transferred 224,000 shares to the Plans as reported
in Corcap's Amendment No. 8 to Schedule 13D, filed by Corcap on September
25, 1995. The remaining 188,660 shares were transferred to the PBGC on
May 15, 1996.
On March 25, 1996, Corcap entered into a Settlement Agreement (the
"Settlement Agreement") with Lydall, Inc. ("Lydall") which provided for
the transfer of 120,000 restricted shares of CompuDyne Corporation Common
Stock by Corcap to Lydall in settlement of certain matters as reported in
Corcap's Amendment No. 9 to Schedule 13D, filed by Corcap on April 4,
1996. As part of the Settlement Agreement Lydall required that CompuDyne
enter into a registration rights agreement with Lydall obligating
CompuDyne to register the transferred shares upon demand of Lydall two
years following the date of the Agreement or in a "piggyback
registration" at any time upon the proposed registration by CompuDyne of
its stock. In order to induce CompuDyne to enter into such agreement,
Corcap agreed to issue an option (the "Option") to CompuDyne to purchase
16,666 shares of CompuDyne Common Stock at an exercise price of $.01 per
share exercisable immediately for a period of five years under a Stock
Option Agreement, dated as of March 25, 1996, between Corcap and
CompuDyne (the "Option Agreement").
On December 31, 1996, CompuDyne exercised the Option with respect to all
16,666 shares of CompuDyne Common Stock.
After the transfer of 22,500 shares of CompuDyne Common Stock to the
Dayville retirees, the transfer of an additional 188,660 shares to the
PBGC, and the transfer of 16,666 shares to CompuDyne upon exercise of the
Option, Corcap owns 81,055 shares, or 2.4%, of the issued and outstanding
shares of CompuDyne Common Stock. Consequently, Corcap is no longer a
five percent owner of CompuDyne Common Stock and will no longer be
reporting on transactions in this stock.
ITEM 5. Interest In Securities Of The Issuer
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(a) Corcap now has beneficial ownership of 81,055 shares of
CompuDyne Common Stock, which is approximately 2.4% of CompuDyne's issued
and outstanding stock as of December 31, 1996.
(b) Corcap has the sole power to vote or direct the vote of 81,055
shares of CompuDyne Common Stock. With respect to 27,000 shares of
CompuDyne Common Stock, Corcap is limited in its power to dispose of such
stock which is subject to an escrow agreement described in Amendment No.
7 to its Schedule 13.D. With respect to the remaining 54,055 shares of
CompuDyne Common Stock, Corcap has the sole power to dispose or direct
the disposition of, such shares.
(c) See Item 4 above.
(d) Corcap is aware of no other person having any right to receive
or the power to direct the receipt of dividends from or the proceeds from
the sale of, the 81,055 shares of CompuDyne Common Stock beneficially
owned by Corcap.
(e) The date on which Corcap ceased to be the beneficial owner of
more than five percent of CompuDyne Common Stock was May 15, 1996.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
- -----------------------------------------------------------------
Corcap has no contracts, arrangements, understandings or relationships
(legal or otherwise) with respect to any securities of CompuDyne which
relate to such matters as transfer or voting of any such securities,
finder's fees, joint ventures, loan or option agreements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, and no such contract, arrangement, understanding
or relationship exists between Corcap and the Company.
Item 7. Material to be filed as Exhibits.
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(1) April 26, 1996 agreement between Corcap and the
Dayville retirees.
(2) Settlement Agreement, dated May 15, 1996, between the
Pension Benefit Guaranty Corporation and Corcap.
(3) March 25, 1996 Stock Option Agreement, dated March 25,
1996 between Corcap and CompuDyne.
(4) Stock Option Exercise Notice of CompuDyne, dated
December 31, 1996.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Date: January 10, 1997
/s/ Diane W. Burns
-------------------
Diane W. Burns
President
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ATTENTION: INTENTIONAL MISSTATEMENTS OR
OMISSIONS OF FACT CONSTITUTE CRIMINAL
VIOLATIONS (18 U.S.C. 1001).
RELEASE AND SETTLEMENT AGREEMENT
--------------------------------
This Release and Settlement Agreement ("Agreement") is entered into by
and between John R. Desautels, Emile Anger, Adela Weaver, Edna Aubin,
Ruth Bonneau, Joseph P. Berube, Louis Bibeault, Cecile Brunet, Pauline
Carter, Robert Carter, Beulah A. Chandler, Viola Coutras, Alexina
Charbonneau, Clinton E. Corbin, Bertha Defilippo, Louis Defilippo, Irene
Dubeau, Stella Desautels, Lionel Desautels, Raymond W. Dextraze, Mary
Dupointe, Esther Edwards, Alice Egan, Leo P. Frechette, Walter Humes,
Walter J. Kania, Philip Lamirand, Elena Moulin, Dorothy Macina, Alma B.
Mazzarella, Frances B. Meunier, Doris Polano, Frankin E. Penny, Sr.,
Angela Robidoux, Hilda M. Stedman, Stanley Schapp, Joseph Walmsley,
Mildred Walmsley, Mildred Wade, Louise Willet, Frank, R. Zurowski
(collectively the "Plaintiffs", Corcap, Inc., CompuDyne Corporation,
Norman Silberdick, Millard H. Pryor, Jr., David Clark and Antoine I.
Dominic (collectively the "Defendants"), and the United Steelworkers of
America (the "Union").
WHEREAS, Plaintiffs currently have a lawsuit pending against
Defendants in the United States District Court for the District of
Connecticut encaptioned Desautels, et al v. Corcap, Inc., et al., Case
No. 394CV01242 (the "Complaint").
WHEREAS, Plaintiffs are all retiree members of the Union; and
WHEREAS, the parties wish to resolve their dispute prior to trial on
this matter;
NOW, THEREFORE, IN CONSIDERATION of the foregoing premises, the
provisions of this Agreement, and other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties
agree as follows:
1. Defendants shall transfer twenty-two thousand five hundred
(22,500) shares of CompuDyne stock to the Union for the Plaintiffs'
benefit. Defendants agree to cause to be delivered to counsel for
Plaintiffs a share certificate memorializing the transfer of 22,500
shares of CompuDyne stock after the execution of this Agreement and upon
receipt of the Order of the Court approving the Stipulation for Dismissal
with Prejudice which is to be filed pursuant to paragraph 4 below.
2. Union represents and warrants that it is an "accredited
investor" within the meaning of the rules and regulations of the
Securities and Exchange Commission and that it is acquiring the shares of
common stock of CompuDyne Corporation from Corcap, Inc. in a private,
negotiated transaction.
It is understood that, even though the common stock of CompuDyne
Corporation is registered with the Securities and Exchange Commission,
because the shares of such common stock being transferred pursuant to
this Settlement Agreement are being conveyed by Corcap, Inc., which is an
"affiliate" of CompuDyne Corporation, such shares of common stock are
"restricted securities' within the meaning of the Securities and Exchange
Commission's Rule 144, and the Union's ability to resell them is limited
by law.
3. The Union agrees to resell such stock for the Plaintiffs'
benefit in accordance with the limitations set forth by Rule 144 and to
disburse the proceeds equally among all Plaintiffs.
4. Plaintiffs agree to dismiss with prejudice the lawsuit filed by
Plaintiffs against Defendants in the United States District Court for the
District of Connecticut in Case No. 394CV01242. To accomplish such
dismissal, Plaintiffs and Defendants will cause their respective counsel
to execute and file with the Court a "Stipulation for Dismissal with
Prejudice" and Order thereon.
5. Plaintiffs further acknowledge that, for the aforementioned
consideration, they collectively and individually release and discharge
any and all claims against Defendants, whatever kind and character,
including but not limited to any claims under the Federal Employee
Retirement Income Security Act of 1974, 29 U.S.C. ss 1140 et seq.
(ERISA); the Age Discrimination in Employment Act, Title 29 U.S.C. ss 217
et seg. (ADEA); any claims of retaliation, or other claims of
discrimination which have been, are, or might be made in any court or
administrative agency (inlcuding but not limited to any claims which have
been, or might have been made before the Equal Employment Opportunity
Commission, or any state or local Civil Rights Commission or their
equivalent); and other claims of any kind under any local, state or
federal statutes or ordinances whatsoever, any claims for defamation,
intentional infliction of emotional distress for damages.
6. Plaintiffs further waive any claims of any kind against, and
covenants not to sue, Corcap, Inc., CompuDyne Corporation, Norman
Silberdick, Millard H. Pryor, Jr., David Clark and Antoine I. Dominic,
their respective employees, agents officers, and directors (if
applicable), and their successors or assigns, with respect to any matters
arising out of or relating to matters that have been alleged or could
have been alleged in the Complaint currently pending in the United States
District Court for the District of Connecticut.
7. Plaintiffs further release, waive, and forever abandon any
claims for costs, expenses and attorney's fees which they have, may have,
may have had or might have presented against Defendants, specifically
covenant and agree that they will not sue, levy, or present any claim or
demand whatsoever with respect to any such costs, expenses or attorney's
fees. It is specifically understood by Plaintiffs that the aforesaid
sole consideration outlined above is intended as full settlement and
satisfaction of any and all claims against Defendants, including any
claim for costs, expenses or attorney's fees which Plaintiffs or their
attorney may have or may have had against Defendants under any statute.
8. In making this Release and Agreement, Plaintiffs acknowledge and
agree that they relied wholly upon their own judgment, belief and
knowledge of the circumstances and that no representations or statements
regarding the circumstances of this Release or the matters relating to
any claims or releases or any other matters were made by the persons,
firms, or corporations which are hereby released or any person or persons
representing them, and no conduct or statements by the persons, firms,
and corporations released have influenced Plaintiffs to any extent
whatsoever in making this release.
9. In compliance with the Older Worker's Benefit Protection Act (29
U.S.C. ss 626(f)), Plaintiffs expressly agree that the following
statements are true.
a) The consideration described above is in addition to anything
else of value which the Company may have owed Plaintiffs in connection
with Plaintiffs' employment with Corcap, Inc. or the separation of
employment.
b) Plaintiffs have twenty-one (21) days to consider whether to
sign this Agreement. If Plaintiffs choose to sign this Agreement before
the end of the twenty-one (21) day period, that decision is completely
voluntary and has not been forced on Plaintiffs by the Defendants.
c) Plaintiffs will have seven (7) days after signing the
Agreement in which to revoke it, and the Agreement will not become
effective or enforceable until the end of those seven (7) days.
d) Plaintiffs are now advised in writing to consult an attorney
before signing this Agreement.
10. FOR THE SOLE CONSIDERATION SET FORTH ABOVE, PLAINTIFFS AND
DEFENDANTS FURTHER AGREE THAT UNLESS REQUIRED BY LAW TO DO SO, NEITHER
PLAINTIFFS NOR DEFENDANTS, NOR THEIR REPRESENTATIVES (INCLUDING THE
UNION) SHALL DIVULGE EITHER THE FACT OF THIS AGREEMENT OR RELEASE, OR THE
AMOUNT OF THE CONSIDERATION PAYABLE HEREUNDER. HOWEVER, IT SHALL NOT BE
A VIOLATION OF THIS AGREEMENT FOR EITHER PARTIES TO RESPOND TO A QUESTION
ABOUT THIS AGREEMENT BY REPLYING "THE MATTER HAS BEEN SETTLED TO THE
MUTUAL SATISFACTION OF THE PARTIES" OR WORDS SUBSTANTIALLY SIMILAR TO
THAT. IT IS UNDERSTOOD AND AGREED BY THE PARTIES THAT THIS DOCUMENT AND
ANY AND ALL MATTERS CONCERNING THIS SETTLEMENT SHALL BE REGARDED AS
CONFIDENTIAL COMMUNICATIONS BETWEEN THE PARTIES HERETO AND WILL NOT BE
DISSEMINATED OR RELEASED IN ANY MANNER.
11. It is further understood and agreed that all payments made
hereunder are made soley as a compromise settlement of doubtful and
disputed claims. It is further understood and agreed that the payment of
said amount as aforesaid is not to be construed as an admission of
liability on the part of Defendants, its employees, agents, officers and
directors, or its or their successors and assigns, or any other person,
firm, or corporation, liability being by it and by them expressly denied.
12. It is further understood that this agreement will not take
effect until the signatures of all parties are obtained, including but
not limited to personal representatives or individual plaintiffs or
representatives of estates, if an individual plaintiff is deceased at the
time of the execution of this Settlement Agreement.
13. If any clause, sentence, paragraph or part of this Agreement or
the application thereof to any person or circumstance shall for any
reason be adjudged invalid, such adjudication shall not affect, impair or
invalidate the remainder of this Release and the remaining portions of
the Release shall remain in full force and effect.
14. All agreements and understandings between the parties thereto
are embodied and expressed herein and the terms of this Agreement are
contractual and not a mere recital.
15. This Agreement may be executed in parts and assuming original
signatures of all named parties, such separate signed copies taken
collectively shall constitute the entire agreement and shall have the
same force and effect as if all signatures were on the same document.
We, PLAINTIFFS and DEFENDANTS, HAVE READ THE FOREGOING AGREEMENT AND
FULLY UNDERSTAND IT. We, Plaintiffs and Defendants, signed, sealed and
deliver this Agreement this 26th day of April 1996.
THE "PLAINTIFFS"
---------------
/s/ John R. Desautels
---------------------
John R. Desautels
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared John
R. Desautels, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
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Printed Name
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/s/ Emile Anger
---------------------
Emile Anger
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared Emile
Anger, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
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Printed Name
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/s/ Adela Weaver
---------------------
Adela Weaver
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared Adela
Weaver, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
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Printed Name
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/s/ Edna Aubin
---------------------
Edna Aubin
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared Edna
Aubin, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
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/s/ Ruth Bonneau
---------------------
Ruth Bonneau
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared Ruth
Bonneau, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
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/s/ Joseph P. Berube
---------------------
Joseph P. Berube
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared
Joseph P. Berube, and acknowledged the execution of the foregoing to be
his voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
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/s/ Louis Bibeault
---------------------
Louis Bibeault
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared Louis
Bibeault, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
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Printed Name
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/s/ Cecile Brunet
---------------------
Cecile Brunet
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared
Cecile Brunet, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
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Notary Public
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Printed Name
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/s/ Pauline Carter
---------------------
Pauline Carter
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared
Pauline Carter, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
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/s/ Robert Carter
---------------------
Robert Carter
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared
Robert Carter, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
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Notary Public
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Printed Name
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/s/ Beulah A. Chandler
---------------------
Beulah A. Chandler
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared
Beulah A. Chandler, and acknowledged the execution of the foregoing to be
his voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
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Printed Name
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/s/ Viola Coutras
---------------------
Viola Coutras
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared Viola
Coutras, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
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Notary Public
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Printed Name
--------
/s/ Alexina Charbonneau
---------------------
Alexina Charbonneau
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared
Alexina Charbonneau, and acknowledged the execution of the foregoing to
be his voluntary act and deed, for the uses and purposes therein set
forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
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/s/ Clinton E. Corbin
---------------------
Clinton E. Corbin
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared
Clinton E. Corbin, and acknowledged the execution of the foregoing to be
his voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
---------
/s/ Bertha Defilippo
---------------------
Bertha Defilippo
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared
Bertha Defilippo, and acknowledged the execution of the foregoing to be
his voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
----------
/s/ Louis Defilippo
---------------------
Louis Defilippo
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared Louis
Defilippo, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
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/s/ Irene Dubeau
---------------------
Irene Dubeau
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared Irene
Dubeau, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
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/s/ Stella Desautels
---------------------
Stella Desautels
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared
Stella Desautels, and acknowledged the execution of the foregoing to be
his voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
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/s/ Lionel Desautels
---------------------
Lionel Desautels
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared
Lionel Desautels, and acknowledged the execution of the foregoing to be
his voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
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/s/ Raymond W. Dextraze
---------------------
Raymond W. Dextraze
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared
Raymond W. Dextraze, and acknowledged the execution of the foregoing to
be his voluntary act and deed, for the uses and purposes therein set
forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
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/s/ Mary Dupointe
---------------------
Mary Dupointe
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared Mary
Dupointe, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
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Printed Name
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/s/ Esther Edwards
---------------------
Esther Edwards
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared
Esther Edwards, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
----------
/s/ Alice Egan
---------------------
Alice Egan
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared Alice
Egan, and acknowledged the execution of the foregoing to be his voluntary
act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
----------
/s/ Leo P. Frechette
---------------------
Leo P. Frechette
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared Leo
P. Frechette, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
----------
/s/ Walter Humes
---------------------
Walter Humes
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared
Walter Humes, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
----------
/s/ Walter J. Kania
---------------------
Walter J. Kania
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared
Walter J. Kania, and acknowledged the execution of the foregoing to be
his voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
----------
/s/ Philip Lamirand
---------------------
Philip Lamirand
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared
Philip Lamirand, and acknowledged the execution of the foregoing to be
his voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
----------
/s/ Elena Moulin
---------------------
Elena Moulin
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared Elena
Moulin, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
----------
/s/ Dorothy Macina
---------------------
Dorothy Macina
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared
Dorothy Macina, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
----------
/s/ Alma B. Mazzarella
---------------------
Alma B. Mazzarella
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared Alma
B. Mazzarella, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
----------
----------
/s/ Frances B. Meunier
---------------------
Frances B. Meunier
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared
Frances B. Meunier, and acknowledged the execution of the foregoing to be
his voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
----------
/s/ Doris Polaino
----------------------
Doris Polaino
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared Doris
Polaino, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
----------
/s/ Frankin E. Penny, Sr.
-------------------------
Frankin E. Penny, Sr.
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared
Frankin E. Penny, Sr., and acknowledged the execution of the foregoing to
be his voluntary act and deed, for the uses and purposes therein set
forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
----------
----------
/s/ Angela Robidoux
-------------------------
Angela Robidoux
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared
Angela Robidoux, and acknowledged the execution of the foregoing to be
his voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
----------
/s/ Hilda M. Stedman
-------------------------
Hilda M. Stedman
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared Hilda
M. Stedman, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
----------
/s/ Stanley Schapp
----------------------
Stanley Schapp
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared
Stanley Schapp, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
----------
/s/ Joseph Walmsley
-------------------------
Joseph Walmsley
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared Hilda
M. Stedman, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
----------
/s/ Mildred Walmsley
----------------------
Mildred Walmsley
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared
Mildred Walmsley, and acknowledged the execution of the foregoing to be
his voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
------------
/s/ Mildred Wade
-------------------------
Mildred Wade
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared
Mildred Wade, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
----------
/s/ Louise Willet
----------------------
Louise Willet
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared
Louise Willet, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
----------
/s/ Frank R. Zurowski
-------------------------
Frank R. Zurowski
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared Frank
R. Zurowski, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
----------
UNITED STEELWORKERS
OF AMERICA, (THE "UNION")
By:
---------------------
Name (signature),
Duly authorized--------------
By:
----------------------
Name (printed)
STATE OF CONNECTICUT)
) SS:
COUNTY OF ----------)
Before me, the undersigned, a Notary Public in and for said County
and State, this ------- day of ---------, 1996, personally appeared -----
- -----------, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
- ------------------------ My Commission Expires ----------
Notary Public
- ------------------------ County of Residence ------------
Printed Name
- ------------------------------------------------------------------------
THE "DEFENDANTS"
----------------
CORCAP, INC.
/s/ Diane W. Burns
-------------------------
Diane W. Burns, President
STATE OF CONNECTICUT)
) SS: WINDHAM
COUNTY OF WINDHAM )
Before me, the undersigned, a Notary Public in and for said County
and State, this 30th day of January, 1996, personally appeared Corcap,
Inc., by its President Diane Burns, and acknowledged the execution of the
foregoing to be his voluntary act and deed, for the uses and purposes
therein set forth.
WITNESS my hand and notarial seal.
/s/Linda K. Meunier Sept. 30, 1999
- ------------------------ My Commission Expires ----------
Notary Public
LINDA K. MEUNIER WINDHAM
- ------------------------ County of Residence ------------
Printed Name
----------
COMPUDYNE CORPORATION
/s/ Martin A. Roenigk
---------------------
Martin A. Roenigk, Chairman & CEO
STATE OF CONNECTICUT)
) SS: WINDHAM
COUNTY OF WINDHAM )
Before me, the undersigned, a Notary Public in and for said County
and State, this 6th day of February, 1996, personally appeared CompuDyne
Corporation, by its Chairman and CEO Martin A. Roenigk, and acknowledged
the execution of the foregoing to be his voluntary act and deed, for the
uses and purposes therein set forth.
WITNESS my hand and notarial seal.
/s/Glen L. Husted, Jr. Nov. 30, 1999
- ------------------------ My Commission Expires ----------
Notary Public
GLEN L. HUSTED, JR. WINDHAM
- ------------------------ County of Residence ------------
Printed Name
----------
/s/ Norman Silberdick
---------------------
Norman Silberdick
STATE OF CONNECTICUT)
) SS: WINDHAM
COUNTY OF WINDHAM )
Before me, the undersigned, a Notary Public in and for said County
and State, this 30th day of January, 1996, personally appeared Norman
Silberdick and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
/s/Linda K. Meunier Sept. 30, 1999
- ------------------------ My Commission Expires -------------
Notary Public
LINDA K. MEUNIER WINDHAM
- ------------------------ County of Residence ------------
Printed Name
----------
/s/ Millard H. Pryor, Jr.
-------------------------
Millard H. Pryor, Jr.
STATE OF CONNECTICUT)
) SS:
COUNTY OF HARTFORD )
Before me, the undersigned, a Notary Public in and for said County
and State, this 30 day of January, 1996, personally appeared Millard H.
Pryor, Jr. and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
/s/Linda P. Henry March 31, 1998
- ------------------------ My Commission Expires --------------
Notary Public
LINDA P. HENRY HARTFORD
- ------------------------ County of Residence ------------
Printed Name
----------
/s/ David Clark
-----------------------
David Clark
STATE OF CONNECTICUT)
) SS:
COUNTY OF HARTFORD )
Before me, the undersigned, a Notary Public in and for said County
and State, this 30th day of January, 1996, personally appeared David
Clark, and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
/s/Linda P. Henry March 31, 1998
- ------------------------ My Commission Expires --------------
Notary Public
LINDA HENRY HARTFORD
- ------------------------ County of Residence ------------
Printed Name
----------
/s/ Antoine I. Dominic
-----------------------
Antoine I. Dominic
STATE OF NEW YORK)
) SS:
COUNTY OF SUFFOLK)
Before me, the undersigned, a Notary Public in and for said County
and State, this 8th day of March, 1996, personally appeared Antoine I.
Dominic and acknowledged the execution of the foregoing to be his
voluntary act and deed, for the uses and purposes therein set forth.
WITNESS my hand and notarial seal.
/s/Maria Piro June 26, 1997
- ------------------------ My Commission Expires --------------
Notary Public
MARIA PIRO SUFFOLK
- ------------------------ County of Residence ------------
Printed Name
e1day13d.eg
SETTLEMENT AGREEMENT
--------------------
THIS AGREEMENT, effective as of the last day signed, is made by and
between the PENSION BENEFIT GUARANTY CORPORATION ("PBGC") and Corcap,
Inc. ("Corcap") (collectively the "Parties").
WITNESSETH
----------
1. The PBGC is a wholly-owned United States Government corporation
established under Title IV of the Employee Retirement Income Security Act
of 1974 as amended ("ERISA"), 29 U.S.C. S 1301 et seq. (1994).
2. Corcap is a Nevada corporation which maintains its principal
office in Willimantic, Connecticut.
3. Corcap sponsored two defined benefit pension plans, the Corcap,
Inc. Pension Plan 1A and the Corcap, Inc. Pension Plan 6B (the "Plans").
4. The PBGC and Corcap have entered into agreements dated April 29,
1996, terminating the Plans, establishing July 1, 1991 as the date of
termination of the Plans, and appointing the PBGC trustee of the Plans.
5. The PBGC has claims against Corcap for liability arising under
ERISA S 4062, 29 U.S.C. S 1362, in connection with the termination of the
Plans ("Employer Liability").
6. The Parties agree that the Company is liable to the PBGC for
Employer Liability and that prompt settlement of the PBGC's claim for
Employer Liability is in the best interests of both Parties.
NOW THEREFORE, the PBGC and Corcap agree as follows:
1. Corcap will transfer to the PBGC as soon as practicable but no
later than thirty (30) calendar days after the effective date of this
agreement Four Hundred Twelve Thousand Six Hundred and Sixty (412,660)
shares of the common stock of CompuDyne Corporation ("CompuDyne") in full
satisfaction of Corcap's Employer Liability.
2. In the event that Corcap fails to promptly transfer the
CompuDyne stock as stated in paragraph 1 of this agreement, the PBGC may
declare this agreement null and void and of no further effect and collect
the full amount owed to the PBGC in connection with Corcap's Employer
Liability.
3. Corcap hereby warrants and represents that it holds legal title
to the CompuDyne stock, and that it is transferring title to the
CompuDyne stock to the PBGC under this agreement free and clear of any
and all liens, claims or encumbrances.
4. The persons executing this agreement hereby warrant and represent
that they have the authority to sign this agreement on behalf of the
Party hereto which they purport to represent, and that all necessary
corporate or other appropriate action has been taken to cause them to
possess such authority.
5. This settlement agreement constitutes the entire agreement
between the Parties with respect to the subject matter, and no other
agreement or understanding exists except as expressly set forth herein.
6. This agreement shall be construed and enforced under the laws of
the District of Columbia, to the extent not preempted by federal law.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year last written below.
PENSION BENEFIT GUARANTY CORPORATION
Dated: May 15, 1996 By:/s/Terrence M. Deneen
---------------------
Terrence M. Deneen
Deputy General Counsel
CORCAP, INC.
Dated: May 15, 1996 By:/s/Marty Roenigk
-----------------------
Marty Roenigk, Director
By:/s/Diane W. Burns
-------------------------
Diane W. Burns, President
e2pbg13d.eg
STOCK OPTION AGREEMENT
----------------------
Corcap, Inc. a Nevada corporation ("Corcap"), hereby grants to
CompuDyne Corporation, a Pennsylvania corporation (the "Grantee"), the
option (the "Option") to purchase 16,666 shares (the "Option Shares") of
common stock, par value $.75 per share ("Common Stock") of CompuDyne
Corporation ("CompuDyne") at the purchase price of $.01 per share (the
"Purchase Price").
The Option is granted subject to the following terms and conditions:
1. The Option is immediately exercisable and shall expire five
years from the date of this Agreement (the "Expiration Date").
2. The Option may be exercised, in whole or in part, by written
notification delivered in person or by mail to Corcap's Corporate
Secretary at Corcap's executive offices in Willimantic, Connecticut or at
such other location of its executive offices. Such notification shall be
effective upon its receipt by the Corporate Secretary of Corcap on or
before the Expiration Date, and shall be in substantially the form
attached as Exhibit A, specifying the number of shares with respect to
which the Option is then being exercised and accompanied by payment for
such shares. The Option may not be exercised with respect to a
fractional share. In the event the Expiration Date falls on a day which
is not a regular business day at Corcap's executive offices, then such
written notification must be received at such office on or before the
last regular business day prior to the Expiration Date. Payment is to be
made by check payable to the order of Corcap. No shares shall be issued
on exercise of the Option until full payment for such shares has been
made and all checks delivered in payment therefor have been collected.
The Grantee shall not have any rights of a shareholder with respect to
the Option Shares prior to or upon exercise of the Option, including but
not limited to, the right to vote or to receive dividends, until stock
certificates have been transferred to the Grantee.
3. Corcap shall not be required to transfer any certificate or
certificates for shares purchased upon the exercise of any part of the
Option prior to the payment to Corcap, upon its demand, of any amount
requested by Corcap for transfer or stamp taxes or any other applicable
tax or assessment (plus interest or penalties thereon, if any, caused by
a delay in making such payment) incurred by reason of the exercise of the
Option or the transfer of such shares. The Option shall be exercised and
shares transferred only upon compliance with the Securities Act of 1933,
as amended ( the "Act"), and any other applicable securities laws, and
the Grantee shall comply with any requirements imposed by the Securities
and Exchange Commission or any state securities commission under such
laws or as reasonably requested by Corcap.
4. The Option is transferrable by the Grantee and may be assigned,
transferred, pledged or hypothecated in whole or in part by operation of
law or otherwise.
5. Notwithstanding any other provisions, in the event of a merger,
consolidation, reorganization, recapitalization, stock dividend, stock
split or other changes in corporate structure or capitalization affecting
the Common Stock, the number of shares remaining to be exercised under
the Option and the Purchase Price shall be appropriately adjusted pro
rata. If, as a result of any adjustment under this paragraph, the
Grantee becomes entitled to a fractional share, it shall have the right
to purchase only the adjusted number of full shares and no payment or
other adjustment will be made with respect to the fractional share so
disregarded.
6. Corcap shall not assign, transfer, pledge or hypothecate the
Option Shares (except as provided herein) until the Expiration Date.
7. The waiver by Corcap of any provision of the Option shall not
operate as or be construed to be a subsequent waiver of the same
provision or a waiver of any other provision of the Option.
8. The Option shall be irrevocable during the Option period and its
validity and construction shall be governed by the laws of the State of
Connecticut.
Dated March 25, 1996
CORCAP, INC.
By /s/ Diane Burns
---------------
Diane Burns
Its President
I accept the Option, subject to its terms set forth above.
COMPUDYNE CORPORATION
By /s/ Martin Roenigk
------------------
Martin Roenigk
Its President
- ------------------------------------------------------------------------
Exhibit A
STOCK OPTION EXERCISE NOTE
- ----------------, 19--
Corcap, Inc.
120 Union Street
Willimantic, Connecticut 06226
Attention:
Ladies and Gentlemen:
Pursuant to the provisions of the Stock Option Agreement, dated
March 25, 1996, (the "Agreement"), whereby you have granted the
undersigned a stock option (the "Option") to purchase 16,666 shares of
Common Stock of CompuDyne Corporation (the "Company"), the undersigned
hereby notifies you of its election to exercise the Option to purchase
.......... of the shares covered by the Option at the price specified
therein.
I understand that the Agreement will be deemed to be amended
automatically to reduce the number of shares remaining to be exercised
under the Agreement by the number of shares exercised by this notice.
In full payment of the price for the shares being purchase, I am
delivering to you herewith a check payable to the order of the Company in
the amount of $...........
Please mail the stock certificates to me at:
Name .........................
Address .........................
.........................
- ------------------------------------------------------------------------
Calculation of funds due:
Option price $........ X
Number of shares exercised ......... =
Cost of Exercise $..........
Total Amount Due = $..........
To be paid by:
[ ] Cash or check = $..........
TOTAL = $
==========
------------------------
Signature of Grantee
e3soa13d.eg
December 31, 1996
Corcap, Inc.
120 Union Street
Willimantic, Connecticut 06226
Attention: Elise C. Roenigk
Corporate Secretary
Ms. Roenigk:
Pursuant to the provisions of the Stock Option Agreement, dated
March 25, 1996, (the "Agreement"), whereby you have granted the
undersigned a stock option (the "Option") to purchase 16,666 shares of
Common Stock of CompuDyne Corporation (the "Company"), the undersigned
hereby notifies you of its election to exercise the Option to purchase
16,666 of the shares covered by the Option at the price specified
therein.
I understand that the Agreement will be deemed to be amended
automatically to reduce the number of shares remaining to be exercised
under the Agreement by the number of shares exercised by this notice.
In full payment of the price for the shares being purchase, I am
delivering to you herewith a check payable to the order of the Company in
the amount of $166.66.
Please mail the stock certificates to me at:
Name Martin A. Roenigk
Address CompuDyne Corporation
120 Union Street
Willimantic, CT 06226
Sincerely,
/s/Martin A. Roenigk
--------------------
Martin A. Roenigk
Enclosure President
Calculation of funds due:
Option price $.01 X
Number of shares exercised 16,666 =
Cost of Exercise $166.66
Total Amount Due = $166.66
To be paid by:
[X] Cash or check = $166.66
TOTAL = $166.66
======
e4oen13d.eg
