UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 20)*
LATSHAW ENTERPRISES, INC.
(Name of Issuer)
COMMON STOCK, $2.00 PAR VALUE PER SHARE
(Title of Class of Securities)
518399100
(CUSIP Number)
JOHN LATSHAW
5049 WORNALL, APT. 2C
KANSAS CITY, MISSOURI 64112
(816) 361-6161
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 14, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the
statement / /. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP NO. 518399100 PAGE 2 OF 25 PAGES
1 Name of Reporting Person
SS or IRS Identification No. of Above Person
JOHN LATSHAW ###-##-####
2. Check the appropriate Box if a Member of a Group (a) / /
(b) /X/
3. SEC Use Only
4. Source of Funds
BK
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization
UNITED STATES OF AMERICA
7. Sole Voting Power
150,734
8. Shared Voting Power
88,000
9. Sole Dispositive Power
426,886
10. Shared Dispositive Power
266,000
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
700,734
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares / /
13. Percent of Class Represented by Amount in Row (11)
73.0%
14. Type of Reporting Person
IN
<PAGE>
INTRODUCTION
This Amendment No. 20 to Schedule 13D is being filed
pursuant to Section 13(d) of the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder.
Pursuant to Rule 13d-2(c) and Item 101(a)(2) of Regulation S-T,
as the first electronic amendment to the reporting person's paper
format Schedule 13D, this Amendment No. 20 restates the entire
text of the Schedule 13D as currently in effect, other than the
text of the Exhibits previously filed pursuant to Item 7.
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement
relates is the Common Stock, $2.00 par value per share, of
Latshaw Enterprises, Inc. (the "Shares"). The principal
executive offices of Latshaw Enterprises, Inc. (the "Issuer")
are located at 2533 South West Street, Wichita, Kansas 67217.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) This statement is filed by John Latshaw, an
individual who resides at 5049 Wornall, Apt. 2C, Kansas City,
Missouri 64112. His present principal occupations are Chairman
of the Board of Directors, Managing Director and Chief Executive
Officer of the Issuer, a holding company, and Chairman of the
Board of Directors of Wescon Products Company, a wholly-owned
subsidiary of the Issuer and a manufacturer. The principal
business office of the Issuer and Wescon Products Company is 2533
South West Street, Wichita, Kansas 67217.
(d)-(e) Mr. Latshaw has not during the last five years
been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors), nor during the last five
years has he been a party to a civil proceeding of any judicial
or administrative body of competent jurisdiction resulting in any
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.
(f) Mr. Latshaw is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of July 2, 1996, Mr. Latshaw has purchased an additional
36,000 Shares for aggregate consideration of $265,000 since the
filing of Amendment No. 19 to the Schedule 13D. The source of
the funds used for the purchases of Shares reported herein was
funds borrowed by Mr. Latshaw for such purpose pursuant to a line
of credit with a commercial bank. The transaction is more fully
described in Item 6 hereof.
As required by Rule 13d-2(c) and Item 101(a)(2) of
Regulation S-T, set forth below is certain information contained
in the Initial Schedule 13D and previous amendments thereto
concerning the amount and source of funds or other consideration
used in previous acquisitions of Shares by Mr. Latshaw.
The Initial Schedule 13D reported in Item 5(c) thereof the
acquisition of 11,100 Shares during the period beginning sixty
days prior to July 8, 1986 and ending July 14, 1986. The
aggregate consideration for such purchases was $210,935. Item 3
thereof reported that the source of all funds for all purchases
of Shares by Mr. Latshaw was Mr. Latshaw's cash.
Amendment No. 1 to the Schedule 13D reported that
Mr. Latshaw purchased an additional 6,600 Shares for aggregate
consideration of $125,400 and that the source of such
consideration was Mr. Latshaw's personal funds.
Amendment No. 2 to the Schedule 13D reported that
Mr. Latshaw purchased an additional 6,900 Shares for aggregate
consideration of $139,787.50 and that the source of such
consideration was Mr. Latshaw's personal funds.
Amendment No. 3 to the Schedule 13D reported that
Mr. Latshaw purchased an additional 10,800 Shares for aggregate
consideration of $224,662.50 and that the source of such
consideration was Mr. Latshaw's personal funds.
Amendment No. 4 to the Schedule 13D reported that
Mr. Latshaw purchased an additional 54,785 Shares for aggregate
consideration of $1,092,737.50 and that the source of $89,375 of
such consideration was Mr. Latshaw's personal funds and the
source of $1,003,700 of such consideration was funds borrowed by
Mr. Latshaw for such purpose, pursuant to a Security Agreement
with a commercial bank.
Amendment No. 5 to the Schedule 13D reported that
Mr. Latshaw purchased an additional 6,200 Shares for aggregate
consideration of $124,000 and that the source of such
consideration was funds borrowed by Mr. Latshaw for such purpose,
pursuant to a Security Agreement with a commercial bank.
Amendment No. 6 to the Schedule 13D reported that
Mr. Latshaw purchased 400 Shares for aggregate consideration of
$8,500 and that the source of funds for the transactions reported
therein was Mr. Latshaw's personal funds.
Amendment No. 7 to the Schedule 13D reported in Item 5(c)
thereof that Mr. Latshaw had purchased 25,000 Shares during the
past sixty days for aggregate consideration of $500,250, and
Item 3 of such Amendment reported no change from previous
filings.
Amendment No. 8 to the Schedule 13D reported in Item 5(c)
thereof that Mr. Latshaw had purchased 12,000 Shares during the
past sixty days for aggregate consideration of $228,000, and
Item 3 of the Amendment reported no change from previous filings.
Amendment No. 9 to the Schedule 13D reported in Item 5(c)
thereof that Mr. Latshaw had purchased 1,090 Shares during the
past sixty days for aggregate consideration of $18,875, and
Item 3 of the Amendment reported no change from previous filings.
Amendment No. 11 to the Schedule 13D reported in Item 5(c)
thereof that Mr. Latshaw had purchased 6,000 shares during the
past sixty days. Item 3 of the Amendment reported that the
source of the funds used for the purchases of Shares reported
therein was funds borrowed by Mr. Latshaw for such purpose
pursuant to a Security Agreement with a commercial bank, and that
the amount of consideration used for the purchases reported
therein was $106,487.50. Item 3 reported that Mr. Latshaw had
also acquired the present right to acquire 3,000 Shares pursuant
to a Stock Option Agreement.
Amendment No. 12 to the Schedule 13D reported in Item 5(c)
thereof that Mr. Latshaw had purchased 5,100 Shares during the
past sixty days. Item 3 of the Amendment reported that the
source of the funds used for the purchase of Shares reported in
Item 5(c) was funds borrowed by Mr. Latshaw for such purpose
pursuant to a Security Agreement with a commercial bank, and that
the amount of consideration used for the purchase reported in
Item 5(c) was $69,793.50. Item 3 also reported that Mr. Latshaw
purchased 1,300 Shares in January, 1990 on margin in B.C.
Christopher Securities Co. Account No. 740-66600-1-4-007 and that
Mr. Latshaw's personal funds satisfied the account's equity
requirements. Item 3 reported that the amount of consideration
used for these purchases was $20,696.80.
Amendment No. 13 to the Schedule 13D reported in Item 5(c)
thereof that Mr. Latshaw had acquired 19,721 Shares from the
Issuer and that Mr. Latshaw had acquired an additional 6,520
Shares in open market transactions during the past sixty days.
Item 3 of the Amendment reported that the funds used for the
purchase of 19,721 Shares from the Issuer reported in Item 5(c)
consisted of 1,000,000 shares of the common stock of Latshaw &
Company, Inc. owned by Mr. Latshaw. Item 3 reported that the
amount of consideration for the other purchases reported in Item
5(c) was $93,564, and that the source of funds for such purchases
was a secured loan to Mr. Latshaw pursuant to a line of credit
from a commercial bank.
Amendment No. 14 to the Schedule 13D reported in Item 5(c)
thereof that Mr. Latshaw had purchased 9,901 Shares since the
most recent filing on Schedule 13D. Item 3 of the Amendment
reported that the amount of consideration for the purchases
reported in Item 5(c) was $89,996, and that the source of funds
for such purchases was a secured loan to Mr. Latshaw pursuant to
a line of credit from a commercial bank.
Amendment No. 15 to the Schedule 13D reported in Item 5(c)
thereof the purchase by Mr. Latshaw of 1,271 Shares in open
market transactions, 29,000 Shares from Oscar S. Brewer and 4,000
Shares from Lynn V. Bowman. The Amendment reported that the
amount of consideration for the open market purchases reported in
Item 5(c) was $10,000.13, for the private purchase from Oscar S.
Brewer was $783,000 and for the private purchase from Lynn V.
Bowman was $108,000. Item 3 of the Amendment reported that the
source of funds for the open market purchase and the purchase
from Mr. Brewer was Mr. Latshaw's personal funds, and that the
source of funds for the purchase from Mr. Bowman was a secured
loan to Mr. Latshaw pursuant to a line of credit from a
commercial bank.
Amendment No. 16 to the Schedule 13D reported in Item 5(c)
thereof the purchase by Mr. Latshaw of 18,200 Shares in a private
transaction. Item 3 of the Amendment reported that the amount of
consideration for the purchase reported in Item 5(c) was
$509,600, and that the source of funds for such purchase was a
secured loan to Mr. Latshaw pursuant to a line of credit from a
commercial bank.
Amendment No. 18 to the Schedule 13D reported in Item 5(c)
thereof that Mr. Latshaw acquired from the Issuer $1,846,000
principal amount of Variable Interest Rate Convertible
Subordinated Debentures, due November 8, 2022 ("Debentures").
The Debentures are convertible into Shares at a conversion price
of $5.00 per Share. Item 3 of the Amendment reported that the
amount of consideration for the purchase reported in Item 5(c)
was $1,846,000, and that $1,249,500 of such amount consisted of
indebtedness from the Issuer to Mr. Latshaw which was exchanged
by Mr. Latshaw for the securities and $596,500 of such amount
consisted of personal funds of Mr. Latshaw.
Amendment No. 19 to the Schedule 13D reported in Item 5(c)
that Con-Lib Holding Company, a Missouri general partnership (the
"Partnership") acquired $490,000 principal amount of Debentures
in a private transaction in Kansas City, Missouri. Item 3 of the
Amendment reported that Mr. Latshaw was a general partner and
owned a 50.2% interest in the Partnership. Item 3 further
reported that the amount of consideration for the purchase was
$490,000, and that the source of funds was a loan to the
Partnership in the amount of $490,000 from John Latshaw, Trustee
U/D/T dated January 22, 1993, pursuant to a Loan Agreement and
Security Agreement dated February 9, 1994 ("Loan Agreement").
Item 3 reported that under the Loan Agreement, the loan bears
interest at the rate of 3.92% per annum, and must be repaid in
semi-annual payments of principal and interest of $20,000
commencing on August 9, 1994 and continuing until February 9,
1997, when the balance of the loan and all unpaid interest is
due. Item 3 reported that the loan is nonrecourse to the
borrower and is secured by the $490,000 principal amount of
Debentures acquired with the proceeds of the loan. Item 3 also
stated that the summary of the terms of the loan contained
therein was qualified in its entirety by reference to the terms
and provisions of the Loan Agreement, a copy of which was
attached thereto as Exhibit 3 and incorporated therein by
reference.
The amount of consideration reported in the Schedule 13D and
all amendments thereto is the amount expended by Mr. Latshaw to
purchase Shares, without subtracting proceeds received in respect
of sales of Shares.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Latshaw beneficially owns approximately 73.0% of the
Shares of the Issuer, is a member of the Board of Directors of
the Issuer and serves as Chairman of the Board of Directors,
Managing Director and Chief Executive Officer of the Issuer.
Except as set forth in this Item 4, Mr. Latshaw has no present
agreement or understanding with respect to, and does not
presently have any plans or proposals which relate to or would
result in any of the matters enumerated under Item No. 4 of
Schedule 13D. While Mr. Latshaw retains all options for
potential future actions, his present expectations are to remain
a stockholder, director and officer of the Issuer and as such to
have influence upon future corporate development. Mr. Latshaw
reserves the right to acquire or dispose of Shares, depending
upon circumstances existing from time to time, including market
conditions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Latshaw beneficially owned 700,734 Shares on
July 2, 1996, which he believes to be 73.0% of the entire class
of Shares of the Issuer. The amount beneficially owned includes
278,000 Shares which Mr. Latshaw has the present right to acquire
upon conversion of Debentures owned by him, 6,000 Shares which
Mr. Latshaw has the present right to acquire pursuant to the 1987
Employee Stock Benefit Plan, 1,848 Shares allocated to Mr.
Latshaw's account in the Company's Employee Stock Ownership Plan
and Trust ("ESOP") which Mr. Latshaw has the right to vote and
266,000 Shares owned by the Partnership. Mr. Latshaw holds a
50.2% interest in the Partnership. Mr. Latshaw owns no
additional Shares beneficially.
(b) Mr. Latshaw has sole power to vote and dispose of
148,886 Shares owned by him personally, sole power to dispose of
Debentures owned by him personally which are convertible into
278,000 Shares, sole power to vote 1,848 Shares allocated to Mr.
Latshaw's account in the Company's ESOP and shared power to vote
88,000 Shares and to dispose of 266,000 Shares beneficially owned
by the Partnership. The General Manager of the Partnership,
Gerard J. Mos III, has the power to vote and dispose of the
Shares held by the Partnership except to the extent Mr. Mos is
instructed otherwise by a majority in interest of the partners.
Mr. Latshaw, as the holder of a 50.2% interest in the
Partnership, has the power to instruct Mr. Mos as to the voting
and disposition of the Shares held by the Partnership if he so
chooses.
The Partnership is a Missouri general partnership, whose
principal business is investing in securities. The address
of the principal business and office of the Partnership is 5049
Wornall, Apt. 3C, Kansas City, Missouri 64112. The general
partners of the Partnership are Mr. Latshaw, the Elizabeth
Albright Reid Scott Irrevocable Trust #2, Gerard J. Mos III
Trustee ("EARS Trust") and the Constance Haynes Latshaw
Irrevocable Trust #2, Gerard J. Mos III Trustee ("CHL Trust").
Gerard J. Mos III serves as the General Manager of the
Partnership.
The EARS Trust was created under Missouri law on
November 16, 1993 by an instrument entered into between
Mr. Latshaw as settlor and Mr. Mos as trustee. The principal
business of the EARS Trust is to invest in and hold property for
the benefit of Elizabeth A. Reid Scott. Its address is 1215
Stratford Road, Kansas City, Missouri 64113. The CHL Trust was
created under Missouri law on November 16, 1993 by an instrument
entered into between Mr. Latshaw as settlor and Mr. Mos as
trustee. The principal business of the CHL Trust is to invest in
and hold property for the benefit of Constance H. Latshaw. Its
address is 1215 Stratford Road, Kansas City, Missouri 64113.
Mr. Mos is President of High Life Sales Company, a distributor of
beer and other specialty products. The address of the principal
business and office of High Life Sales Company is 1325 N.
Topping, Kansas City, Missouri 64120. Mr. Mos' business address
is c/o High Life Sales Company, 1325 N. Topping, Kansas City,
Missouri 64120. Mr. Mos is a United States citizen.
None of the Partnership, the general partners or Mr.
Mos has during the last five years been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors), or during the last five years been a party to a
civil proceeding of any judicial or administrative body of
competent jurisdiction resulting in any 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.
(c) Mr. Latshaw purchased on the open market 16,000 Shares
of the Issuer at a price of $7.50 per Share on June 14, 1996 and
20,000 Shares of the Issuer at a price of $7.25 per Share on
June 17, 1996.
(d) The Partnership has the right to receive or to direct
the receipt of dividends from, or the proceeds from the sale of
88,000 Shares and $890,000 principal amount of Debentures.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Mr. Latshaw and the Issuer executed a Stock Option Agreement
effective February 3, 1993. The Stock Option Agreement grants
Mr. Latshaw over a period of time an option to purchase up to
10,000 Shares at a price of $5.00 per Share, subject to the terms
and conditions of that agreement. The Stock Option Agreement,
attached hereto as Exhibit 1, is incorporated herein by
reference.
Mr. Latshaw holds $1,390,000 principal amount of Debentures,
convertible into Shares at a conversion price of $5.00 per Share,
issued by the Issuer pursuant to a Trust Indenture, dated
October 6, 1992, by and between the Issuer and Mark Twain Bank.
Mr. Latshaw is the settlor of the EARS Trust and the father
of Elizabeth A. Reid Scott, the beneficiary of the EARS Trust.
Mr. Latshaw is the settlor of the CHL Trust and the father of
Constance H. Latshaw, the beneficiary of the CHL Trust.
Mr. Latshaw has entered into a Partnership Agreement
governing the actions of the Partnership. The terms of the
Partnership Agreement are incorporated herein by reference from
Exhibit 2 to Amendment No. 19 to the Schedule 13D, dated February
25, 1994. The Partnership entered into the Loan Agreement in
connection with the purchase described in Amendment No. 19 to the
Schedule 13D. The terms of the Loan Agreement are incorporated
herein by reference from Exhibit 3 to Amendment No. 19 to the
Schedule 13D, dated February 25, 1994. A brief description of
the Loan Agreement is contained in Item 3 hereof.
Mr. Latshaw has executed a Promissory Note and is a party to
a Security Agreement with a commercial bank, and Mr. Latshaw used
advances under the line of credit created thereby to make the
purchases of Shares described in Item 5(c) hereof. None of the
Shares or Debentures owned by Mr. Latshaw are pledged pursuant to
the Security Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Stock Option Agreement, dated February 3,
1993.
Exhibit 2. Con-Lib Holding Company Partnership Agreement
dated November 16, 1993 (incorporated herein
by reference from Exhibit 2 to Amendment No.
19 to the Schedule 13D, dated February 25,
1994).
Exhibit 3. Loan Agreement and Security Agreement dated
February 10, 1994 by and between Con-Lib
Holding Company and John Latshaw, Trustee
U/D/T Dated January 22, 1993 (incorporated
herein by reference from Exhibit 3 to
Amendment No. 19 to the Schedule 13D, dated
February 25, 1994).
Exhibit 4. Form of Debenture issued to Mr. Latshaw
(incorporated herein by reference from
Exhibit 4(a) to Post-Effective Amendment No.
1 to the Registration Statement on Form S-2
of the Issuer, Registration No. 33-51008,
filed with the Commission on October 8,
1992).
Exhibit 5. Indenture, dated October 6, 1992, by and
between the Issuer and Mark Twain Bank
(incorporated herein by reference from
Exhibit 4(a) to Post-Effective Amendment No.
1 to the Registration Statement on Form S-2
of the Issuer, Registration No. 33-51008,
filed with the Commission on October 8,
1992).
The Promissory Note and Security Agreement pursuant to
which Mr. Latshaw obtained a secured loan to purchase Shares are
attached to the Request to Withhold Bank Documents from Public
Disclosure being filed in paper format simultaneously herewith in
order that the terms and conditions therein and the identity of
the bank involved may remain confidential, as permitted by Reg.
Section 240.13d-101.
<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.
July 2, 1996 /s/John Latshaw
John Latshaw
<PAGE>
EXHIBIT INDEX TO AMENDMENT NO. 20
TO SCHEDULE 13D
No. Description of Exhibit
1. Stock Option Agreement, dated February 3, 1993
<PAGE>
EXHIBIT 1
LATSHAW ENTERPRISES, INC.
STOCK OPTION AGREEMENT
Pursuant to the
1987 EMPLOYEE STOCK BENEFIT PLAN
This STOCK OPTION AGREEMENT ("Option"), made this 3rd
day of February, 1993 by and between Latshaw Enterprises, Inc., a
Delaware corporation (the "Corporation"), and John Latshaw (the
"Optionee");
WITNESSETH:
WHEREAS, the purpose of the Corporation's 1987 Employee
Stock Benefit Plan ("Plan") is to promote the interests of the
Corporation and its stockholders by encouraging key employees of
the Corporation and its subsidiaries to invest in shares of the
Corporation's common stock, $2.00 par value per share ("Common
Stock"), and thereby acquire a proprietary interest in the
Corporation and an increased personal interest in its future
success; and
WHEREAS, Optionee is a key employee of the Corporation
or its subsidiaries; and
WHEREAS, the Pension and Compensation Committee
("Committee"), which administers the Plan, has authorized the
granting to the Optionee of a Non-Qualified Stock Option as
defined in the Plan ("Option"), to purchase shares of Common
Stock of the Corporation upon the terms and subject to the
conditions hereinafter set forth, and the Corporation desires to
<PAGE>
grant said Option and to specify the terms and conditions
thereof; and
WHEREAS, the execution of this Option shall not cause
the total number of shares subject to options under the Plan to
exceed the aggregate number of shares authorized for options
under the Plan.
NOW, THEREFORE, in consideration of the premises and
covenants contained herein, and other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:
1. Subject to the terms and conditions of the Plan, a
copy of which is attached hereto as Exhibit A and incorporated
herein by reference, the Corporation hereby grants to the
Optionee as a matter of separate inducement and agreement in
connection with his employment by the Corporation or its
subsidiaries, and not in lieu of any salary or other compensation
for his services, the right and option to purchase, subject to
the terms and conditions hereinafter set forth, all or any part,
except as provided below, of an aggregate of ten thousand
(10,000) shares of presently authorized Common Stock ("Shares"),
at the option price of Five Dollars ($5.00) per share.
2. This Option shall expire five (5) years from the
date hereof, or earlier if so required by the provisions of this
Option.
3. Subject to all of the other terms and conditions
set forth herein, this Option may be exercised by the Optionee on
or after the respective dates hereinafter specified:
(a) On or after the first anniversary of the date
hereof, the Option may be exercised in respect of ten
percent (10%) of the aggregate number of Shares specified in
numerical paragraph 1 hereof;
(b) On or after the second anniversary of the
date hereof, the Option may be exercised in respect of an
additional twenty percent (20%) of the aggregate number of
Shares specified in numerical paragraph 1 hereof;
(c) On or after the third anniversary of the date
hereof, the Option may be exercised in respect of an
additional thirty percent (30%) of the aggregate number of
Shares specified in numerical paragraph 1 hereof; and
(d) On and after the fourth anniversary of the
date hereof, the Option may be exercised in respect of an
additional forty percent (40%) of the aggregate number of
Shares specified in numerical paragraph 1 hereof.
Subject to all of the other terms and conditions set forth herein
and in the Plan, the Optionee may exercise this Option in respect
of Shares on and after the appropriate anniversary date set forth
in this paragraph, in whole at any time, or in part from time to
time. Such rights to exercise shall be cumulative, but in no
case may the Optionee exercise this Option with respect to a
fractional share or exercise this Option in part with respect to
fewer than twenty-five (25) Shares. Except as hereinafter
provided, this Option may not be exercised in whole or in part at
any time unless the Optionee is then an employee of the
Corporation or of a subsidiary.
4. No Shares shall be issued or sold pursuant to the
exercise of this Option, in whole or in part, until:
(a) the Secretary of the Corporation receives not
less than fifteen (15) days' written notice of the exercise
of the Option, specifying the number of Shares to be
purchased and containing such other information as the
Secretary of the Corporation may request;
(b) payment in full of the option price for such
Shares is received by the Corporation, in cash (including
certified or cashier's checks or money orders), or by Shares
held by the Optionee for at least six (6) months prior to
the date Optionee tenders such Shares, or by a combination
of cash and Shares, with the value of any Shares used in
payment of the option price to be determined by the
Committee;
(c) the Optionee satisfies the withholding
requirements provided in numerical paragraph 10 hereof;
(d) such Shares are qualified for sale under such
securities laws and regulations and such regulations of the
Committee as may be deemed by the Committee to be applicable
thereto; and
(e) the Optionee agrees in writing to such
restrictions upon the subsequent transfer of such Shares as
may reasonably be deemed necessary by the Committee to
insure that the Optionee will not sell or otherwise dispose
of such Shares in transactions which, in the opinion of
counsel for the Corporation, may violate the federal
securities laws.
The Optionee shall have none of the rights of a stockholder of
the Corporation with respect to the Shares until such Shares have
been issued and delivered to him, and the issuance of Shares
shall confer no retroactive right to dividends.
5. This Option may not be transferred other than by
will or the laws of descent and distribution and may be exercised
during the lifetime of the Optionee only by him.
6. In the event of the termination of Optionee's
employment with the Corporation or its subsidiaries for any
reason other than death, including retirement, the Optionee may
exercise this Option only to the extent of the number of Shares
that the Optionee was entitled to exercise as of the date of the
termination of his employment, at any time three (3) months after
such termination, but in no event after the expiration of the
period of the Option, after which three (3) month period this
Option shall expire. The Committee shall determine whether any
authorized leave of absence or absence on military or government
service or for any other reason shall constitute a termination of
employment under this Option. Nothing in this Agreement shall
confer upon the Optionee any right to be or to continue in the
employ of the Corporation or any of its subsidiaries or shall
interfere in any way with the right of the Corporation or any of
its subsidiaries to terminate the employment of the Optionee at
any time.
7. In the event of the death of the Optionee while in
the employ of the Corporation or its subsidiaries, the legatees
or distributees of such Option or the Optionee's executor or
administrator may within one year following the date of
Optionee's death, but in any event no later than the date this
Option expires according to its terms, exercise this Option with
respect to any or all Shares subject to the Option, after which
one year period this Option shall expire. In the event of the
death of the Optionee within three (3) months after the
termination of the Optionee's employment as provided in numerical
paragraph 6 hereof, such legatee, distributee, executor or
administrator may within one year following the date of
Optionee's death, but in any event no later than the date the
Option expires, exercise this Option, but only to the extent the
Option was exercisable by the Optionee at the date of his death,
after which one year period this Option shall expire.
8. In the event of any increase or decrease in the
number of shares of Common Stock resulting from a subdivision or
consolidation of shares, whether through reorganization,
recapitalization, stock split-up, or combination of shares, or
the payment of a stock dividend or other increase or decrease in
such shares effected without receipt of consideration by the
Corporation, or such other changes in the capital structure of
the Corporation as may adversely affect the rights of the
Optionee, the Board or the Committee may make such appropriate
adjustment, as the Board or Committee may determine, in the
number of Shares and the price per share of such Shares covered
by this Option.
9. Subject to any required action by the stockholders,
if the Corporation shall be the surviving corporation in any merger
of consolidation, this Option shall pertain to and apply to the
securities to which a holder of the number of Shares subject to the
Option would have been entitled. Upon dissolution of the Corporation,
or a merger or consolidation in which the Corporation is not the
surviving corporation, the Option shall terminate, provided, however,
that in the case of such dissolution, merger or consolidation, then
during the period thirty (30) days prior to the effective date of such
event, the Optionee shall have the right to exercise the Option with
respect to any and all Shares subject to the Option.
10. The Optionee shall be solely responsible for any
Federal, state or local income taxes imposed in connection with
the exercise of the Option or the delivery of Shares incident
thereto. Prior to the issuance or transfer of Shares, the
Optionee shall remit to the Corporation an amount sufficient to
satisfy any Federal, state or local withholding tax requirements.
The Optionee may satisfy the withholding requirements in whole or
in part by electing (the "Election") to have the Corporation
withhold shares having a value equal to the amount required to be
withheld. The value of the shares to be withheld shall be the
fair market value, as determined by the Committee, of the stock
on the date that the amount of tax to be withheld is determined
(the "Tax Date"). Such election must be made prior to the Tax
Date, must comply with all applicable securities and other legal
requirements, as interpreted by the Committee, and may not be
made unless approved by the Committee, in its discretion.
Without limiting the generality of the preceding sentence, if the
Optionee is an officer or director of the Corporation within the
meaning of Section 16(b) of the Securities Exchange Act of 1934,
the Election must be made either more than six (6) months prior
to the Tax Date or during a period beginning on the third
business day following the date of release for publication of the
Corporation's quarterly or annual summary statements of sales and
earnings and ending on the twelfth business day following such
date.
11. Shares to be issued on the exercise of this Option
may be either authorized but unissued shares or shares now or
hereafter held in the treasury of the Corporation.
12. To the extent, if any, that the terms and
provisions of the Plan are inconsistent with any of the terms and
provisions of this Option, the terms and provisions of the Plan
shall control.
13. It is expressly understood and agreed that the
Optionee assumes all risks incident to any change hereafter in
the applicable laws or regulations or incident to any change in
the market value of the Shares after the exercise of the Option
in whole or in part.
14. The obligation of the Corporation to sell or
deliver Shares under this Option shall be subject to all
applicable laws, rules and regulations, and to such approvals by
any government agencies as may be required.
15. This Option is not, is not intended to be, and
shall not be treated as an Incentive Stock Option (as defined in
the Plan.)
16. This Option shall be binding upon and inure to the
benefits of the respective heirs, executors, administrators,
distributees and successors of the parties hereto, except as
otherwise specifically provided herein.
17. This Option shall be construed and its provisions
enforced and administered in accordance with the laws of the
State of Delaware, except to the extent that such laws may be
superseded by any Federal law.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed
this Option as of the day and year first above written.
LATSHAW ENTERPRISES, INC.
By: /s/ L Chandler Smith
L. Chandler Smith, Chairman of
the Pension and Compensation
Committee
/s/ John Latshaw
John Latshaw
OPTIONEE
<PAGE>
Exhibit A
1987
EMPLOYEE STOCK BENEFIT PLAN
1. Purpose of the Plan.
The purpose of this 1987 Employee Stock Benefit Plan
(the "Plan") is to promote the interests of Latshaw Enterprises,
Inc., a Delaware corporation (the "Corporation"), and its
stockholders by encouraging key employees of the Corporation and
any subsidiary corporation to acquire a proprietary interest in
the Corporation and an increased personal interest in its future
success. The Plan is designed to aid the Corporation and any
subsidiary corporation in attracting and retaining superior
executive personnel and to create an identity of interests
between such personnel and the Corporation's stockholders.
2. Shares Subject to the Plan.
An aggregate of 60,000 shares of the Corporation's
Common Stock, $2.00 par value per share ("Common Stock") shall be
subject to the Plan. Such shares may be either authorized but
unissued shares or shares now or hereafter held in the treasury
of the Corporation.
In the event that any option granted under the Plan
expires or is terminated without being exercised for any reason
prior to the end of the period during which options may be
granted under the Plan, the shares theretofore subject to such
option, or the unexercised portion thereof, shall again become
available for the granting of options under the Plan.
3. Administration of the Plan.
A. The Committee.
The Plan shall be administered by the Stock Option
Committee of the Board of Directors of the Corporation (the
"Board") or such other committee as shall be designated by the
Board (the "Committee"). The Committee shall consist of not less
than three directors of the Corporation, all of whom shall be
disinterested persons. The members of the Committee shall be
appointed by and may be changed from time to time at the
discretion of the Board. Any decision or determination reduced to
writing and signed by all the members of the Committee shall be
fully as effective as if it had been made by a majority vote at a
meeting duly called and held. The Committee may appoint a
secretary (who need not be a member of the Committee) and may
make such rules and regulations for the conduct of its business
as it shall deem advisable.
B. Authority of the Committee.
Subject to the express provisions of the Plan, the
Committee shall have plenary authority, in its discretion, to
determine the employees to whom, and the time or times at which,
options shall be granted and the number of shares to be subject
to each option. The Committee may, in its discretion, grant
options under the Plan (i) which are intended to qualify as
Incentive Stock Options ("Incentive Stock Options") under the
provisions of Section 422A of the Internal Revenue Code of 1954,
as amended (the "Code"), or (ii) which are not intended to
qualify as Incentive Stock Options ("Non-Qualified Stock
Options"). The Committee shall determine which of the foregoing
classifications of options (or any combination thereof) shall be
granted to a particular employee. In making such determination,
the Committee may take into account the nature of the services
rendered or expected to be rendered by the employee, his present
and potential contributions to the Corporation's success, the
anticipated number of years of effective service remaining and
such other factors as the Committee in its discretion shall deem
relevant. Subject to the express provisions of the Plan, the
Committee shall also have plenary authority to interpret the
Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and conditions of the
respective options (which terms and conditions need not be the
same in each case), to impose restrictions upon the exercise of
any option and to determine the manner in which such restrictions
may be removed, and to make all other determinations deemed
necessary or advisable in administering the Plan. The Committee
may specify in the original terms of any option, or, if not so
specified, shall determine whether any authorized leave of
absence or absence on military or governmental service or for any
other reason shall constitute a termination of employment for
purposes of the Plan. Subject to the express provisions of the
Plan, the Committee shall have the authority to issue shares of
Common Stock upon the exercise of options, and to determine the
consideration received by the corporation for options granted
pursuant to the Plan. The determinations of the Committee on the
matters referred to in this paragraph shall be conclusive.
C. Granting Date.
The action of the Committee with respect to the granting
of an option shall take place on such date as a majority
of the members of the Committee at a meeting shall make a
determination with respect to the granting of an option or, in
the absence of a meeting, on such date as a written designation
covering such option shall have been executed by all members of
the Committee (the "Granting Date").
D. Option Agreements.
Each option shall be evidenced by a written agreement
(the "Option Agreement"), in such form not inconsistent with the
Plan as shall be approved by the Committee, to be duly executed
and delivered by or on behalf of the Corporation and the grantee.
An Option Agreement may evidence the grant of (i) an Incentive
Stock Option; (ii) a Non-Qualified Stock Option; or (iii) both an
Incentive Stock Option and a Non-Qualified Stock Option. The
Option Agreement shall clearly identify the status of each option
granted thereunder.
4. Eligibility.
Options may be granted only to key employees (which
term shall be deemed to include officers) who on the Granting
Date (or within 30 days thereafter with respect to Non-Qualified
Stock Options to be granted in the instance of newly hired or
promoted employees) are in positions in which their decisions,
actions and counsel have a significant impact upon the
profitability and success of the Corporation or any subsidiary
corporation. No option shall be granted to any director of the
Corporation or of a subsidiary corporation who is not also such
an employee of the Corporation or of one of its subsidiary
corporations on the Granting Date, except as provided in this
paragraph with respect to Non-Qualified Stock Options.
5. Terms and Conditions of Options.
Options granted under the Plan shall be in such form as
the Committee may from time to time approve, subject to the
following terms and conditions:
A. Purchase Price. The purchase price of the Common
Stock under each option shall be determined by the
Committee, but shall not be less than 100 percent of the
fair market value of the Common Stock, as determined by the
Committee, on the Granting Date for such option.
B. Term of Options. The Committee shall in its
discretion determine the terms during which options may be
exercisable, except that no option shall be fully or
partially exercisable less than one year (except as
expressly permitted in Paragraph 5C(iii) and Paragraph 8
hereof) or more than ten years after the Granting Date.
C. Restrictions on Transfer and Exercise.
(i) Except as hereinafter provided, no option
granted pursuant to the Plan may be exercised at any
time unless the holder thereof is then an employee of
the Corporation or of a subsidiary. Options granted
under the Plan shall not be affected by any change of
employment so long as the grantee continues to be an
employee of the Corporation or of a subsidiary.
Retirement pursuant to the Corporation's then
prevailing retirement policies and plans shall be
deemed to be a termination of employment.
(ii) Unless the Committee determines otherwise in
the original terms of an option, in the event of the
termination of employment of a grantee of an option
(otherwise than by reason of death), such option may be
exercised (only to the extent of the number of shares
that the employee was entitled to exercise as of the
date of the termination of his employment) at any time
within three months after such termination, but in no
event after the expiration of the period of the option.
(iii) Unless the Committee determines otherwise in
the original terms of an option, if a grantee shall die
while an employee of the Corporation or a subsidiary an
option held by such grantee may be exercised with
respect to any or all shares subject to the option. If
a grantee shall die within three months after
termination of employment of the grantee, an option
held by such grantee may be exercised only to the
extent the option was exercisable by such grantee at
the date of death. Any such option may be exercised by
a legatee or legatees of such option under the
grantee's last will, or by the grantee's executor or
administrator, or by the distributees of the grantee,
at any time within one year after the grantee's death,
provided that in no event shall the option be exercised
after the expiration of the period of the option.
(iv) No option granted under the Plan shall be
transferable otherwise than by will or the laws of
descent and distribution and an option may be
exercised, during the lifetime of the grantee thereof,
only by the grantee.
D. Payment for and Sale of Shares. No shares shall
be issued or sold pursuant to the exercise of any option, in
whole or in part, until:
(i) written notice of the exercise of the option,
specifying the number of shares to be purchased and
containing such other information as the Secretary of
the Corporation may request, is received by the
Secretary of the Corporation;
(ii) payment in full of the option price for such
shares is received, in cash, shares at market value, or
a combination thereof, as the Committee may determine
and subject to such terms and conditions as may be
prescribed by the Committee for such purpose;
(iii) satisfaction by the grantee of the
withholding requirements provided in Paragraph 7 of the
Plan;
(iv) such shares are qualified for sale under such
securities laws and regulations and such regulations of
the Committee as may be deemed by the Committee to be
applicable thereto; and
(v) the grantee agrees in writing to such
restrictions upon the subsequent transfer of such
shares as may reasonably be deemed necessary by the
Committee to insure that the grantee will not sell or
otherwise dispose of such shares in transactions which,
in the opinion of counsel for the Corporation, may
violate the Federal securities laws.
A grantee shall have none of the rights of a stockholder of
the Corporation with respect to shares subject to an option
until such shares have been issued and delivered to him, and
the issuance of shares shall confer no retroactive right to
dividends.
E. Limitations on Incentive Stock Options Granted.
In the case of an Incentive Stock Option, each Option
Agreement shall contain such other terms, conditions and
provisions as the Committee determines to be necessary or
desirable in order to qualify such option as an incentive
stock option within the meaning of Section 422A(b) of the
Internal Revenue Code of 1986, as amended from time to time
(the "Code"), or any amendment or substitute or successor
thereto or regulation thereunder, including in substance,
without limitation, the following:
(i) The aggregate fair market value (determined as
of the Granting Date) of the stock with respect to
which incentive stock options are exercisable for the
first time by any grantee in any calendar year under
all plans of the Corporation and any subsidiary
corporation (which terms, as used hereinafter, shall
have the meanings ascribed thereto in Sections 425(e)
and (f) of the Code [or successor provisions of similar
import]) shall not exceed $100,000; and
(ii) Such option shall not be granted to any
employee if at the time the option is granted the
individual owns stock possessing more than ten percent
of the total combined voting power of all classes of
stock of the Corporation or any subsidiary corporation,
unless at the time such option is granted the option
price is at least 110 percent of the fair market value
(as determined by the Committee) of the stock subject
to the option and such option by its terms is not
exercisable after the expiration of five years from the
date of grant.
6. Right to Terminate Employment.
Nothing in the Plan or in any option granted pursuant
to the Plan shall confer on any individual any right to be or to
continue in the employ of the Corporation or any of its
subsidiaries or shall interfere in any way with the right of the
Corporation or any of its subsidiaries to terminate the
employment of any individual at any time.
7. Withholding.
Prior to the issuance or transfer of shares of Common
Stock under the Plan, the grantee shall remit to the Corporation
an amount sufficient to satisfy any Federal, state or local
withholding tax requirements. The grantee may satisfy the
withholding requirement in whole or in part by electing to have
the Corporation withhold shares having a value equal to the
amount required to be withheld. The value of the shares to be
withheld shall be the fair market value, as determined by the
Committee, of the stock on the date that the amount of tax to be
withheld is determined (the "Tax Date"). Such election must be
made prior to the Tax Date, must comply with all applicable
securities law and other legal requirements, as interpreted by
the Committee, and may not be made unless approved by the
Committee, in its discretion.
8. Adjustments in Common Stock.
The aggregate number of shares of Common Stock of the
Corporation on which options may be granted hereunder, the number
of shares thereof covered by each outstanding option, the price
per share thereof in each such option, may all be appropriately
adjusted, as the Board or the Committee may determine, for any
increase or decrease in the number of shares of Common Stock of
the Corporation resulting from a subdivision or consolidation of
shares whether through reorganization, recapitalization, stock
split-up or combination of shares, or the payment of a stock
dividend or other increase or decrease in such shares effected
without receipt of consideration by the Corporation, or such
other changes in the capital structure of the Corporation as may
adversely affect the rights of any grantee.
Subject to any required action by the stockholders, if
the Corporation shall be the surviving corporation in any merger
or consolidation, any option granted hereunder shall pertain to
and apply to the securities to which a holder of the number of
shares of Common Stock subject to the option would have been
entitled. Upon dissolution of the Corporation, or a merger or
consolidation in which the Corporation is not the surviving
corporation, every option outstanding hereunder shall terminate,
provided, however, that in the case of such dissolution, merger
or consolidation, then during the period thirty days prior to the
effective date of such event, each holder of an option granted
pursuant to the Plan shall have a right to exercise such option
with respect to any or all shares subject to the option.
9. Amendment or Termination of Plan.
Unless the Plan shall theretofore have been terminated,
the Plan shall terminate on, and no option granted hereunder
shall have a Granting Date subsequent to November 3, 1997. The
Board may terminate the Plan at any time prior to such
termination date. Any termination of the Plan under this
paragraph shall not impair the rights of any grantee with respect
to any option granted under the Plan prior to such termination.
The Board shall have complete power and authority to
amend the Plan, provided, however, that except as expressly
permitted in the Plan, the Board shall not, without the
affirmative vote of the holders of a majority of the voting stock
of the Corporation, increase the maximum number of shares on
which options may be granted (other than adjustments pursuant to
Paragraph 8 of the Plan), amend the formula for determination of
the purchase price of shares on which options may be granted,
extend the period during which options may be granted, amend the
requirements as to the class of employees eligible to receive
options.
No termination or amendment of the Plan may, without
the consent of the holder of any outstanding option, adversely
affect the rights of such holder. The termination of the Plan
shall not affect restrictions applicable to any options
outstanding or existing at the time of such termination.
10. Effectiveness of the Plan.
The Plan shall become effective on adoption by the
Board of Directors of the Corporation, provided, however, that
the Plan shall be submitted for approval by the holders of a
majority of the voting stock of the Corporation present, or
represented, and entitled to vote at a meeting duly held in
accordance with the applicable laws of the State of Delaware
within twelve months thereafter. Should such holders fail to so
approve it, the Plan and all actions taken thereunder shall be
and become null and void. Any other provisions of the Plan to
the contrary notwithstanding, no option granted under the Plan
may be exercised until after such stockholder approval has been
obtained.
11. Government and Other Regulations.
The obligation of the Corporation to sell or deliver
shares under options granted pursuant to the Plan shall be
subject to all applicable laws, rules and regulations, and to
such approvals by any governmental agencies as may be required.
12. Governing Law.
The Plan shall be construed and its provisions enforced and
administered in accordance with the laws of the State of Delaware
except to the extent that such laws may be superseded by any
Federal law.
