<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Rule Industries, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
781355-10-2
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(CUSIP Number)
Gary L. Weller
----------------------------
470 Old Evans Road
----------------------------
Evans, Georgia 30803-2587
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(706) 650-4218
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 20, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
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Page 2 of 8 Pages
Check the following box if a fee is being paid with this 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).
<PAGE>
SCHEDULE 13D
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CUSIP No. 781355-10-2 Page 3 of 8 Pages
----- -----
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(1) NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Greenfield Industries, Inc.
04-2917072
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP* (b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
WC, BK
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS / /
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATIOn
Delaware
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- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER
1,241,100 shares of Common Stock, par value $.01
NUMBER OF ---------------------------------------------------------------
SHARES (8) SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH 0
REPORTING ---------------------------------------------------------------
PERSON WITH (9) SOLE DISPOSITIVE POWER
630,000 shares of Common Stock, par value $.01
---------------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,241,100 shares of Common Stock, par value $.01
- -------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES /X/
CERTAIN SHARES*
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.6%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Page 4 of 8 Pages
This Amendment No. 3 relates to the Schedule 13D filed by the undersigned,
Greenfield Industries, Inc. ("Greenfield"), on July 28, 1995, as amended on
August 18, 1995 and September 18, 1995, to report the beneficial ownership of
the Common Stock, $0.01 par value per share (the "Common Stock"), of Rule
Industries, Inc. ("Rule" or the "Issuer"). Unless otherwise specified, all
capitalized terms used herein have the meanings assigned in the Schedule 13D.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended to add the following at the end thereof:
Greenfield has paid no additional cash consideration in connection with
the acquisition of beneficial ownership of the 611,100 shares described in
Item 5 hereof and incorporated herein by reference thereto. Such shares were
acquired by Greenfield's receipt of certain Irrevocable Proxies (as defined
in Item 5 hereof), in connection with Greenfield's execution of the Settlement
Agreement (as defined in Section 5) and the obligations undertaken thereby.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended to substitute the following for the
information previously reported:
The securities described as beneficially owned in Item 5 hereof have
been acquired, as more fully described in Item 5 hereof, by (i) the exercise
of an option which was granted to Greenfield by Rule in connection with the
execution of the Agreement and Plan of Merger (the "Merger Agreement")
dated August 11, 1995 by and among Greenfield, Rule Acquisition Corporation
and Rule, as amended on November 21, 1995, pursuant to which all of Rule's
outstanding Common Stock will be acquired by Greenfield and (ii) the receipt
of certain Irrevocable Proxies (as defined in Item 5 hereof) from William
Anastos, June Anastos, Industrials, Inc. and the Anastos Revocable Trust,
which proxies provide Greenfield with the right to vote the shares covered
thereby at the meeting of stockholders called for the purpose of voting on
approval of the Merger Agreement.
In the event the merger contemplated by the Merger Agreement is
consummated, Greenfield anticipates that it would be able to and would (i) make
changes to the Board of Directors and management of Rule, (ii) make changes to
Rule's charter and by-laws, (iii) cause Rule's Common Stock to cease to be
quoted on the Nasdaq National Market, and (iv) cause Rule's Common Stock to be
eligible for termination of registration pursuant to Section
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Page 5 of 8 Pages
12(g)(4) of the Securities Exchange Act of 1934, as amended. No specific plans
with respect to the foregoing have yet been formulated by Greenfield. Except as
set forth above, Greenfield has no present plans or intent that would relate to
or result in a sale or transfer of a material amount of assets of Rule or any
material change in Rule's business or corporate structure.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
The last two paragraphs of Item 5 are hereby amended to substitute the
following for the information previously reported:
On November 20, 1995, in connection with the Merger Agreement, William
Anastos, John A. Geishecker, Jr., Gary Sable, Henry G. Libby, Rule and
Greenfield entered into a Settlement Agreement (the "Settlement Agreement")
providing for the resolution of certain issues raised by and among the
parties in connection with the Merger Agreement and certain other transactions
and relationships existing among the parties. Pursuant to the Settlement
Agreement, Mr. Anastos agreed to grant to Greenfield, on the date of execution
of the Settlement Agreement, irrevocable proxies with respect to all shares of
Rule Common Stock in which he has a beneficial interest (the "Irrevocable
Proxies"). Irrevocable Proxies covering 611,100 shares, or 17.0% of Rule Common
Stock, were delivered to Greenfield on November 21, 1995. Such Proxies give
Greenfield or its substitute the right to vote the shares covered thereby at a
stockholders meeting convened to consider the approval and adoption of the
Merger Agreement. Greenfield has the sole power to vote or direct the vote of
the shares covered thereby at such meeting but has no power to dispose of such
shares.
The Common Stock reported as beneficially owned hereby excludes 100
shares of Common Stock beneficially owned by Peter S. Finley, a director of
Greenfield, as to which Greenfield disclaims beneficial ownership.
Except as disclosed hereby there have been no transactions by
Greenfield in the Common Stock of Rule during the past sixty days.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
As described in Item 5 above, on November 20, 1995, Greenfield, Rule
and certain executives and/or stockholders of Rule entered into the Settlement
Agreement, pursuant to which, among other undertakings by the parties, Mr.
Anastos agreed to grant Greenfield Irrevocable Proxies for all shares of Rule
Common Stock beneficially owned by him. Such Irrevocable Proxies
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Page 6 of 8 Pages
permit Greenfield to vote the shares covered thereby at a stockholders meeting
convened to vote on the approval and adoption of the Merger Agreement.
The Settlement Agreement also contains other agreements and
understandings among the parties thereto, including provisions permitting Mr.
Anastos to purchase an airplane from Rule, an agreement to transfer title to
certain automobiles owned by Rule to Mr. Anastos, the acceleration of options
held by Mr. Anastos, the resignation of Mr. Anastos as Rule's President and
Chief Executive Officer and agreements relating to a partnership controlled
by Messrs. Anastos, Geishecker and Sable. In addition, the Settlement
Agreement contains provisions obligating certain parties thereto to enter
into additional agreements immediately prior to or on the effective date of
the Merger, including a Disclosure Agreement (pursuant to which Greenfield
has agreed to provide Mr. Anastos with certain information concerning Rule's
marine division for a specified period of time to enable him to consider the
purchase of such division in the event Greenfield chooses to sell it, as to
which Greenfield has made no such determination as of the date hereof), an
agreement with Telemarketing Services Center, Inc. (an affiliate of Mr.
Anastos' daughter), the Liquidating Trust Agreement, the Indemnification
Agreement and the Disston Arbitration Agreement. Finally, the Settlement
Agreement contains mutual releases between Mr. Anastos and Rule, Greenfield
and Messrs. Geishecker, Sable and Libby. The foregoing summary of the
Settlement Agreement is qualified in its entirety by the full text thereof
which is filed as Exhibit 7(g) hereto and incorporated herein by reference
thereto.
On November 21, 1995, Rule, Greenfield and Rule Acquisition Corporation
entered into Amendment No. 1 to the Merger Agreement to extend the deadline
for the convening of Rule's stockholders meeting to vote on the Merger to
January 31, 1996. The foregoing summary of Amendment No. 1 to the Merger
Agreement is qualified in its entirety by the full text thereof which is
filed as Exhibit 7(l) hereto and incorporated herein by reference thereto.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended to add the following at the end thereof:
(g) Settlement Agreement dated November 20, 1995 by and among
William Anastos, John A. Geishecker, Jr., Gary Sable, Henry G. Libby, Rule
Industries, Inc. and Greenfield Industries, Inc.
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Page 7 of 8 Pages
(h) Rule Industries, Inc. Irrevocable Proxy dated November 21, 1995
executed by William Anastos.
(i) Rule Industries, Inc. Irrevocable Proxy dated November 21, 1995
executed by June Anastos.
(j) Rule Industries, Inc. Irrevocable Proxy dated November 21, 1995
executed by William Anastos As Trustee of the Anastos Revocable Trust and Not
Individually.
(k) Rule Industries, Inc. Irrevocable Proxy dated November 21, 1995
executed by Industrials, Inc.
(l) Amendment No. 1 to the Agreement and Plan of Merger dated
November 21, 1995 by and among Greenfield Industries, Inc., Rule Acquisition
Corporation and Rule Industries, Inc.
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Page 8 of 8 Pages
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.
Dated: November 28, 1995 GREENFIELD INDUSTRIES, INC.
By: /s/ Paul W. Jones
------------------------------------
Paul W. Jones
President and
Chief Executive Officer
<PAGE>
SETTLEMENT AGREEMENT
This Settlement Agreement is made this 20th day of November, 1995, by
and among William Anastos ("Anastos"), John A. Geishecker, Jr.
("Geishecker"), Gary Sable ("Sable"), Henry G. Libby ("Libby"), Rule
Industries, Inc., a Massachusetts corporation ("Rule"), and Greenfield
Industries, Inc., a Delaware corporation ("Greenfield").
RECITALS:
A. Rule has entered into an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of August 11, 1995, with Greenfield and Rule
Acquisition Corp., a wholly-owned subsidiary of Greenfield ("RAC"), pursuant
to which RAC will be merged (the "Merger") with and into Rule and Greenfield
will become the sole stockholder of the surviving corporation.
B. The parties desire to address certain unresolved issues.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for good and valid consideration and intending to be
legally bound hereby, the parties to this Agreement hereby agree as follows:
1. On the effective date of the Merger (the "Effective Date"), Anastos
and Greenfield will enter into the Disclosure Agreement attached hereto as
Exhibit A.
2. On the date of execution of this Agreement, Rule's Board of
Directors will accelerate all of the currently unvested nonqualified stock
options held by Anastos. Anastos agrees to surrender to Rule for
cancellation all unexercised stock options prior to the Effective Date and
will be deemed to have exercised such options immediately prior to the
Effective Date. As a result, on the Effective Date Anastos will become
entitled to a payment for each option share equal to the difference between
$15.30 per share and the exercise price set forth in the relevant option and
will be eligible to participate in the liquidating trust that will be
established on or prior to the Effective Date on the basis of his ownership
of the shares deemed issued upon exercise of such options as well as all
other shares of Rule owned by Anastos.
3. Anastos agrees to purchase, and Rule agrees to cause Rule
International, Inc. to sell to Anastos, immediately following the Effective
Date, the airplane owned by Rule International, Inc. for aggregate
consideration in cash or by certified check of $135,000 plus the outstanding
amount owed as of November 17, 1995 under the loan secured by a mortgage on
such plane to United Jersey Bank ($522,839 in principal as of November 17,
1995).
4. On the date of execution of this Agreement, Rule will transfer to
Anastos for no additional consideration all of its right, title and interest
in and to the two automobiles, being a Jaguar and a Corvette, currently used
by Anastos, free and clear of any encumbrances, obligations and liens.
<PAGE>
5. On the date of execution of this Agreement, Rule will enter into
the agreement with Telemarketing Services Center, Inc. ("TSC") attached
hereto as Exhibit B. In connection with the transition in telemarketing
services contemplated by such agreement, Anastos will, upon the request of
Rule following the Merger, act as coordinator to resolve any issues or
disputes that may arise during such transition.
6. On the date of execution of this Agreement, Geishecker, Sable and
Anastos will enter into an amendment of the partnership agreement of RAGS
III, a Massachusetts general partnership ("RAGS III"), in the form attached
hereto as Exhibit C, in order to extend the term of the agreement to June 30,
1996. In addition, Anastos, Geishecker, Sable and Greenfield agree that they
will take all action necessary to permit the sale of all right, title and
interest in and to the real property held by RAGS III to Rule as soon after
the Effective Date as practicable at a price of $2,400,000 pursuant to a
purchase and sale agreement dated October 18, 1995. Anastos, Geishecker and
Sable agree that promptly following the consummation of the sale of such
property, they will take all action necessary to dissolve and liquidate RAGS
III and will use their best efforts to distribute the net assets of RAGS III
to the partners within thirty days after such sale.
7. Anastos will remain on fully paid leave of absence as the president
of Rule until the Effective Date, at which time Anastos will tender his
written resignation as the president and a director of Rule.
8. Anastos hereby represents that all the shares of Rule stock in
which he has any legal or beneficial interest are identified on Schedule 1
attached hereto (the "Shares"). On the date of execution of this Agreement,
Anastos shall execute and deliver to Rule, as Greenfield's representative,
the proxy attached hereto as Exhibit D (the "Proxy") and shall cause every
other person or entity who has legal title to any of the Shares to execute
and deliver on such date a proxy with respect to such Shares in substantially
the same form as the Proxy. Anastos will neither take nor permit any action
that shall prevent him or any other record holder of any of the Shares from
holding good legal title to such Shares, free and clear of all encumbrances,
at all times from the date of this Agreement until the Effective Date. In
the event that the Merger Agreement is terminated and/or this Agreement is
terminated pursuant to paragraph 20 hereof, Rule shall promptly return all
proxies delivered pursuant to this Paragraph to the persons or entities who
executed them.
9. Rule, Greenfield, Geishecker, Sable and Libby for themselves and
their respective parent corporations, divisions, subsidiaries, affiliates,
predecessors, heirs, successors, administrators, executors, assigns,
officers, directors, shareholders, employees, attorneys, agents and
representatives, hereby, release and forever discharge Anastos and his heirs,
successors, assigns, administrators, executors, attorneys, agents and
representatives from any and all causes of action, demands, covenants,
contracts, agreements, sums of money, damages, debts, accounts, liabilities,
attorneys' fees, and claims of every name and nature, known and unknown,
arising or which may have existed from the beginning of the world to this
date, but excluding any claims arising directly out of Anastos's obligations
under this Agreement and the use of funds and assets
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<PAGE>
of RAGS II, a Massachusetts partnership ("RAGS II") and RAGS III unless
directly related to the good faith operation, management and administration
of RAGS II and RAGS III.
10. Anastos for himself individually and for his heirs, successors,
administrators, executors, assigns, attorneys, agents and representatives,
hereby releases and forever discharges Rule, Greenfield, Geishecker, Sable
and Libby and their respective parent corporations, divisions, subsidiaries,
affiliates, predecessors, heirs, successors, assigns, administrators,
executors, past, present and future officers, directors, shareholders,
employees, attorneys, agents and representatives from any and all causes of
action, demands, covenants, contracts, agreements, sums of money, damages,
debts, accounts, liabilities, attorneys' fees, and claims of every name and
nature, known and unknown, arising or which may have existed from the
beginning of the world to this date, but excluding any claims arising
directly out of the obligations of Rule, Greenfield, Geishecker and Sable
under this Agreement, the obligation of RAGS III under the $400,000
promissory note to Rule assigned by Rule to Anastos and the use of funds and
assets of RAGS II and RAGS III unless directly related to the good faith
operation, management and administration of RAGS II and RAGS III.
11. This Agreement shall be effective as a full and final accord and
satisfaction of all matters released by paragraphs 9 and 10 hereof. Rule,
Greenfield, Geishecker, Sable, Anastos and Libby acknowledge that they may
hereafter discover facts in addition to or different from those that they now
know or believe to be true with respect to the subject matter of this
Agreement, that it is their intention hereby fully, finally and forever to
settle and release all released matters and that, in furtherance of such
intention, the releases given herein shall be and remain in effect
notwithstanding the discovery or existence of any such additional or
different facts.
12. Should any provision of this Agreement be declared or determined by
any court to be illegal or invalid, the validity of the remaining parts,
terms or provisions shall not be affected thereby and said illegal or invalid
part, term or provision shall be deemed not to be a part of this Agreement.
13. This Agreement shall be binding upon, and inure to the benefit of,
the parties hereto and their respective successors and assigns and paragraphs
9 and 10 hereof shall inure to the benefit of the persons and entities
referred to therein.
14. Neither this Agreement nor any provision or part hereof shall
constitute, or be construed as, an admission of liability by any party hereof.
15. This Agreement supersedes all prior agreements and understandings,
oral or written, between the parties hereto and constitutes the entire
agreement between them as to the subject matter hereof.
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<PAGE>
16. This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of The Commonwealth of Massachusetts without regard
to its principles of conflicts of laws.
17. This Agreement may not be modified or amended orally.
18. This Agreement may be executed in one or more counterparts, each of
which when so executed shall be deemed to be an original, and all such
counterparts shall constitute one and the same instrument.
19. The Liquidating Trust Agreement, the Indemnification Agreement and
the Disston Arbitration Agreement in the forms attached hereto as Exhibit E
with such changes as shall be made in good faith in response to written
comments from the Securities and Exchange Commission shall be executed by all
parties thereto immediately prior to the effective time of the Merger.
20. This Agreement shall be null and void if the Merger does not occur
on or before March 31, 1996.
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<PAGE>
NOW, THEREFORE, the parties hereto have executed this Agreement under
seal effective as of the date first above written.
RULE INDUSTRIES, INC.
Witness: /s/ Josie Hodgdon
------------------ By: /s/ John A. Geishecker, Jr.
Date: 11/20/95 ---------------------------
--------------------- Title: Vice President
GREENFIELD INDUSTRIES, INC.
Witness: /s/ Pamela Sue Hoffman By: /s/ Paul W. Jones
----------------------- ---------------------------
Date: 11/20/95 Title: President & CEO
-------------------------
Witness: /s/ K.P. Light /s/ William N. Anastos
---------------------- -------------------------------
Date: 11/20/95 William N. Anastos
-------------------------
Witness: /s/ Josie Hodgdon By: /s/ John A. Geishecker, Jr.
---------------------- ---------------------------
Date: 11/20/95 John A. Geishecker, Jr.
-------------------------
Witness: /s/ Josie Hodgdon By: /s/ Gary Sable
---------------------- ---------------------------
Date: 11/20/95 Gary Sable
-------------------------
Witness: /s/ Ann E. Wallace By: /s/ Henry G. Libby
----------------------- ---------------------------
Date: 11/20/95 Henry G. Libby
--------------------------
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<PAGE>
RULE INDUSTRIES, INC.
IRREVOCABLE PROXY
The undersigned hereby irrevocably appoints Greenfield Industries, Inc.,
a Delaware corporation ("Greenfield"), with full power of substitution, as
his attorney and proxy pursuant to the provisions of Section 41 of Chapter
156B of the Massachusetts General Laws to attend meetings, vote, execute and
deliver written consents or otherwise act with respect to, all shares of
capital stock (the "Stock") of Rule Industries, Inc., a Massachusetts
corporation (the "Corporation"), now owned or hereafter acquired by the
undersigned as fully, to the same extent and with the same effect as the
undersigned might or could do under any and all applicable laws or
regulations governing the rights and powers of shareholders of a
Massachusetts corporation. This proxy is given pursuant to a Settlement
Agreement dated as of November 20, 1995 by and among the undersigned, the
Corporation, Greenfield, John A. Geishecker, Jr., Gary M. Sable and Henry G.
Libby, and is therefore coupled with the interest provided thereby and is
irrevocable. This proxy may only be exercised by Greenfield or its
substitute at a meeting (including any adjournment thereof) of stockholders
of the Corporation to be held for the purposes of considering and voting on
the approval and adoption of an agreement and plan of merger (the "Merger
Agreement") among the Corporation, Greenfield and Rule Acquisition
Corporation, a wholly-owned subsidiary of Greenfield ("Acquisition"),
providing for the merger of Acquisition with and into the Corporation. This
proxy shall not terminate unless and until the Merger Agreement is terminated.
This proxy and all authority conferred hereby shall not be terminated by
any act of the undersigned or by operation of law, whether by the death or
incapacity of the undersigned or by the occurrence of any other event or
events, and if after the execution hereof the undersigned shall die or become
incapacitated, or if any other such event or events shall occur, Greenfield
or its substitute shall nevertheless be authorized and directed to exercise
its authority hereunder as if such death, incapacity or other event or events
had not occurred and regardless of notice thereof.
Executed as a seal instrument and dated this 21 day of November, 1995.
/s/ William Anastos
------------------------------
William Anastos
<PAGE>
RULE INDUSTRIES, INC.
IRREVOCABLE PROXY
The undersigned hereby irrevocably appoints Greenfield Industries, Inc.,
a Delaware corporation ("Greenfield"), with full power of substitution, as
his attorney and proxy pursuant to the provisions of Section 41 of Chapter
156B of the Massachusetts General Laws to attend meetings, vote, execute and
deliver written consents or otherwise act with respect to, all shares of
capital stock (the "Stock") of Rule Industries, Inc., a Massachusetts
corporation (the "Corporation"), now owned or hereafter acquired by the
undersigned as fully, to the same extent and with the same effect as the
undersigned might or could do under any and all applicable laws or
regulations governing the rights and powers of shareholders of a
Massachusetts corporation. This proxy is given pursuant to a Settlement
Agreement dated as of November 20, 1995 by and among William Anastos, the
Corporation, Greenfield, John A. Geishecker, Jr., Gary M. Sable and Henry G.
Libby, and is therefore coupled with the interest provided thereby and is
irrevocable. This proxy may only be exercised by Greenfield or its
substitute at a meeting (including any adjournment thereof) of stockholders
of the Corporation to be held for the purposes of considering and voting on
the approval and adoption of an agreement and plan of merger (the "Merger
Agreement") among the Corporation, Greenfield and Rule Acquisition
Corporation, a wholly-owned subsidiary of Greenfield ("Acquisition"),
providing for the merger of Acquisition with and into the Corporation. This
proxy shall not terminate unless and until the Merger Agreement is terminated.
This proxy and all authority conferred hereby shall not be terminated by
any act of the undersigned or by operation of law, whether by the death or
incapacity of the undersigned or by the occurrence of any other event or
events, and if after the execution hereof the undersigned shall die or become
incapacitated, or if any other such event or events shall occur, Greenfield
or its substitute shall nevertheless be authorized and directed to exercise
its authority hereunder as if such death, incapacity or other event or events
had not occurred and regardless of notice thereof.
Executed as a seal instrument and dated this 21 day of November, 1995.
/s/ June Anastos
--------------------------------
June Anastos
<PAGE>
RULE INDUSTRIES, INC.
IRREVOCABLE PROXY
The undersigned hereby irrevocably appoints Greenfield Industries, Inc.,
a Delaware corporation ("Greenfield"), with full power of substitution, as
his attorney and proxy pursuant to the provisions of Section 41 of Chapter
156B of the Massachusetts General Laws to attend meetings, vote, execute and
deliver written consents or otherwise act with respect to, all shares of
capital stock (the "Stock") of Rule Industries, Inc., a Massachusetts
corporation (the "Corporation"), now owned or hereafter acquired by the
undersigned as fully, to the same extent and with the same effect as the
undersigned might or could do under any and all applicable laws or
regulations governing the rights and powers of shareholders of a
Massachusetts corporation. This proxy is given pursuant to a Settlement
Agreement dated as of November 20, 1995 by and among William Anastos, the
Corporation, Greenfield, John A. Geishecker, Jr., Gary M. Sable and Henry G.
Libby, and is therefore coupled with the interest provided thereby and is
irrevocable. This proxy may only be exercised by Greenfield or its
substitute at a meeting (including any adjournment thereof) of stockholders
of the Corporation to be held for the purposes of considering and voting on
the approval and adoption of an agreement and plan of merger (the "Merger
Agreement") among the Corporation, Greenfield and Rule Acquisition
Corporation, a wholly-owned subsidiary of Greenfield ("Acquisition"),
providing for the merger of Acquisition with and into the Corporation. This
proxy shall not terminate unless and until the Merger Agreement is terminated.
This proxy and all authority conferred hereby shall not be terminated by
any act of the undersigned or by operation of law, whether by the death or
incapacity of the undersigned or by the occurrence of any other event or
events, and if after the execution hereof the undersigned shall die or become
incapacitated, or if any other such event or events shall occur, Greenfield
or its substitute shall nevertheless be authorized and directed to exercise
its authority hereunder as if such death, incapacity or other event or events
had not occurred and regardless of notice thereof.
Executed as a seal instrument and dated this 21 day of November, 1995.
/s/ William Anastos
-------------------------------------
As Trustee of the Anastos Revocable
Trust and not individually
<PAGE>
RULE INDUSTRIES, INC.
IRREVOCABLE PROXY
The undersigned hereby irrevocably appoints Greenfield Industries, Inc.,
a Delaware corporation ("Greenfield"), with full power of substitution, as
his attorney and proxy pursuant to the provisions of Section 41 of Chapter
156B of the Massachusetts General Laws to attend meetings, vote, execute and
deliver written consents or otherwise act with respect to, all shares of
capital stock (the "Stock") of Rule Industries, Inc., a Massachusetts
corporation (the "Corporation"), now owned or hereafter acquired by the
undersigned as fully, to the same extent and with the same effect as the
undersigned might or could do under any and all applicable laws or
regulations governing the rights and powers of shareholders of a
Massachusetts corporation. This proxy is given pursuant to a Settlement
Agreement dated as of November 20, 1995 by and among William Anastos, the
Corporation, Greenfield, John A. Geishecker, Jr., Gary M. Sable and Henry G.
Libby, and is therefore coupled with the interest provided thereby and is
irrevocable. This proxy may only be exercised by Greenfield or its
substitute at a meeting (including any adjournment thereof) of stockholders
of the Corporation to be held for the purposes of considering and voting on
the approval and adoption of an agreement and plan of merger (the "Merger
Agreement") among the Corporation, Greenfield and Rule Acquisition
Corporation, a wholly-owned subsidiary of Greenfield ("Acquisition"),
providing for the merger of Acquisition with and into the Corporation. This
proxy shall not terminate unless and until the Merger Agreement is terminated.
This proxy and all authority conferred hereby shall not be terminated by
any act of the undersigned or by operation of law, whether by the death or
incapacity of the undersigned or by the occurrence of any other event or
events, and if after the execution hereof the undersigned shall die or become
incapacitated, or if any other such event or events shall occur, Greenfield
or its substitute shall nevertheless be authorized and directed to exercise
its authority hereunder as if such death, incapacity or other event or events
had not occurred and regardless of notice thereof.
Executed as a seal instrument and dated this 21 day of November, 1995.
Industrials, Inc.
By: /s/ William Anastos
----------------------------------
Title: President
<PAGE>
This Amendment No. 1, dated as of November 21, 1995, is made and
entered into by and among Greenfield Industries, Inc., a Delaware corporation
("Parent"), Rule Acquisition Corporation, a Massachusetts corporation and a
wholly owned subsidiary of Parent ("Sub"), and Rule Industries, Inc., a
Massachusetts corporation ("Rule"), and amends the Merger Agreement referred to
below.
WHEREAS, Parent, Sub and Rule previously have entered into a Merger
Agreement dated as of August 11, 1995 (the "Merger Agreement");
WHEREAS, Section 12.5 of the Merger Agreement provides that the Merger
Agreement shall not be altered or otherwise amended except pursuant to an
instrument in writing signed by each of Parent, Sub and Rule; and
WHEREAS, Parent, Sub and Rule now wish to amend the Merger Agreement
as provided herein;
NOW, THEREFORE, Parent, Sub and Rule hereby agree as follows:
SECTION 1. DEFINITIONS. Capitalized terms used and not defined in
this Amendment No. 1 shall have the respective meanings given to such terms in
the Merger Agreement.
SECTION 2. AMENDMENTS. Sections 11.1(b), (c) and (d) of the Merger
Agreement are hereby amended and restated in their entirety as follows:
"(b) by Parent at any time after the date which is one hundred fifty (150)
days from the date of this Agreement if any of the conditions provided for
in Article VIII of this Agreement shall not have been met or waived prior
to such date;
"(c) by Rule at any time after the date which is one hundred fifty (150)
days from the date of this Agreement if any of the conditions provided for
in Article IX of this Agreement shall not have been met or waived prior to
such date;
"(d) at any time prior to the Effective Time by either Parent or Rule if
the Merger shall not have been consummated by January 31, 1996;".
SECTION 3. COUNTERPARTS. This Amendment No. 1 may be executed in
any number of counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.
<PAGE>
SECTION 4. GOVERNING LAW. This Amendment No. 1 shall be governed by
and construed in accordance with the Laws of the Commonwealth of Massachusetts,
without giving effect to the conflicts of laws principles thereof.
SECTION 5. MERGER AGREEMENT REMAINS IN EFFECT. Except as provided
herein, all provisions, terms and conditions of the Merger Agreement shall
remain in full force and effect. As amended hereby, the Merger Agreement is
ratified and confirmed in all respects.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 to be executed and delivered by their duly authorized officers as of the day
and year first above written.
GREENFIELD INDUSTRIES, INC.
By: /s/ Paul W. Jones
--------------------------------
Name: Paul W. Jones
Title: President & CEO
RULE ACQUISITION CORPORATION
By: /s/ Gary L. Weller By: /s/ Paul W. Jones
------------------------------------ -------------------------------
Name: Gary L. Weller Name: Paul W. Jones
Title: Vice President Title: President
(SEAL)
RULE INDUSTRIES, INC.
By: /s/ Gary M. Sable By: /s/ John A. Geishecker, Jr.
------------------------------------ -------------------------------
Name: Gary M. Sable Name: John A. Geishecker, Jr.
Title: Vice-President Title: Vice-President
(SEAL)
2
