<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended June 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________ to ___________
Commission File No. 0-8027
EASTCO INDUSTRIAL SAFETY CORP.
(Name of small business issuer in its charter)
NEW YORK 11-1874010
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
130 West 10th Street, Huntington Station, New York 11746
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 427-1802
Securities registered pursuant to Section 12 (b) of the Act:
None
Securities registered pursuant to Section 12 (g) of the Act:
a) $.12 par value common stock ("Common Stock")
b) Class A Redeemable Common Stock Purchase Warrant ("Class A Warrant")
Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act of 1934 during the past twelve (12)
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to the filing requirements for the
past ninety (90) days.
YES X NO
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB: [X]<PAGE>
<PAGE>
State registrant's revenues for its most recent fiscal year. $24,024,897
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of September 7, 1995 was approximately $6,471,304.
Non-affiliates include all shareholders other than officers, directors and
5% shareholders of the Company. Market value is based upon the price of the
Common Stock as of the close of business on September 7, 1995 which was $1
7/8 per share as reported by NASDAQ.
As of September 7, 1995, the number of shares outstanding of the Common
Stock was 3,597,383 shares.<PAGE>
<PAGE>
PART I
Item 1. Description of Business
(a) Business Development.
Eastco Industrial Safety Corp. ("Eastco"), the registrant, is
a corporation organized and existing under the laws of the State of
New York, having been incorporated on May 15, 1958.
The Company, through its wholly-owned subsidiaries, Disposable
Safety Wear, Inc. ("Disposable"), Safety Wear Corp. ("Safety Wear"), Puerto
Rico Safety Equipment Corporation ("Puerto Rico Safety Equipment"), and
Puerto Rico Safety Corp. ("Puerto Rico Safety"), manufactures industrial
protective clothing products and distributes a wide range of industrial
safety products. The Company's Manufacturing Operations sells its products
to distributors. The Company's Distribution Operations sells products
to "end users," including manufacturing companies and service
businesses, public utilities, fisheries, pharmaceutical plants, the
transportation industry and companies engaged in hazardous
materials abatement.
(b) Business of Issuer.
Manufacturing Operations
(1) Manufactured products are sold under the "Charkate /
Worksafe", "Charkate", "Worksafe" and "COVER-UP" trade names. The
Company, through Disposable, Safety Wear and Puerto Rico Safety
Equipment manufactures disposable and reusable industrial
protective apparel. Disposable protective products items include
coveralls, shirts, pants, hats, hoods, aprons, smocks, lab coats,
hazardous material handler suits, examination gowns, sleeves, shoe
covers and related items. Disposable clothing is designed to
protect the user from, among other things, splash, dirt
contamination and against a wide range of hazardous substances.
Disposable clothing is made primarily of a spun bonded polyolefin
produced solely by Dupont under the trade name Tyvek . Reusable
industrial protective clothing consists of items for the protection
of various parts of the body which are designed to shield the user
from, among other things, splash, dirt, contamination, heat, fire,
cold and the outside environment. Specific products manufactured
include coveralls, gloves, mitts, shirts, thermal underwear,
sleeves, coats, pants, leggings, spats, bibs, safety vests and a
variety of other kinds of protective clothing and uniforms. The
Company also manufactures welding blankets, curtains and screens.
Sales of manufactured disposable clothing and related
disposable products accounted for approximately 39% and 34% of the
Company's consolidated revenues for the fiscal years ended June 30,
1995 and 1994, respectively.
(2) The Company's Manufacturing Operations and warehousing
are located in Puerto Rico, Alabama and California and are
primarily directed from New York. The Company's products are sold
primarily in the United States and Puerto Rico. The Company sells<PAGE>
<PAGE>
its manufactured products through sales representatives. In
addition, manufactured products are sold through the Company's
Distribution Operations in the Northeastern region of the United
States and Puerto Rico to "end users."
The Company utilizes catalogs to aid in its sales efforts,
although the Company does not engage in any mail order business.
Sales are primarily to distributors who sell to "end users"
comprised of industrial, commercial and governmental accounts. The
Company considers industrial accounts to be those businesses which
are primarily based upon manufacturing and production, while
commercial accounts are considered by the Company to be service
businesses. The Company also believes that standards established
by OSHA have resulted in a need by others to purchase the Company's
products. Sales are also promoted through trade shows, mailings
and advertising in trade magazines and directories.
(3) The Company has made no public announcement of, or made public
information about, any new product in this segment which would require the
investment of a material amount of the Company's assets or which otherwise
is material.
(4) The market for industrial protective clothing and
industrial safety products is extremely competitive. The Company
faces competition in all of its product markets from large,
established companies that have greater financial, managerial,
sales and technical resources than the Company, and some of the
Company's product markets are dominated by such larger companies.
Larger competitors also may be able to benefit from economies of
scale and introduce new products that compete with the Company's
products. The Company's primary competitors in its Manufacturing
Operations are Kappler Inc. and Lakeland Industries, Inc., in
disposable clothing sales, and P.G.I., Incorporated, Red Kap, a
subsidiary of VF Industries Inc., Topps Mfg. Co. and Workrite
Uniform Co. in the sale of reusable clothing. Primary competitors
in the manufacture of reusable gloves are Chicago Protective
Apparel, Inc. and Steel Grip, Inc.
(5) The Company is not dependent upon any one company for a
source of supply of raw materials for its manufacturing operations
other than DuPont which supplies the Company with Tyvek which is
used in various lines of its disposable products. Products
utilizing Tyvek accounted for approximately 35% and 29% of
consolidated sales for the fiscal years ended June 30, 1995 and
June 30, 1994, respectively. Management believes that its current
relationship with DuPont is satisfactory.
(6) This segment of the Company is not dependent upon any single
customer or any few customers, the loss of any one or more of whom would
have an adverse effect on the business of the Company. No one company or
customer accounts for more than 10% of this segment's sales.
(7) Puerto Rico Safety Equipment is engaged in manufacturing
in Puerto Rico and was granted an exemption for seventeen (17)
years under the Puerto Rico Industrial Tax Exemption Act of 1963
(the "Industrial Tax Act") with respect to Puerto Rico income taxes<PAGE>
<PAGE>
on the production of such items as safety clothing, protective
sleeves, coats, pants, hoods and jackets for the period commencing
January 1, 1970. On July 1, 1989 Puerto Rico Safety Equipment was
granted an extension of its exemption and has a 90% exemption from
Puerto Rico income taxes for the ten-year period ending on June 30,
1999. During this period, Puerto Rico Safety Equipment has a 75%
exemption from Puerto Rico municipal taxes on its real and personal
property utilized in its operations.
Disposable has been granted a fifteen-year exemption under the
Industrial Tax Act with respect to Puerto Rico income taxes on its
operations covering the production of disposable clothing and with
respect to the property used in its operations for the period
commencing June 4, 1977, subject to the terms of the grant. The
Company was advised on September 14, 1995, that this exemption has
been extended until June 30, 2006 on the basis of a 90% exemption
on Puerto Rico income taxes and a 60% exemption on municipal taxes
on its real and personal property. A copy of the extension has not
yet been received.
Puerto Rico Safety Equipment and Disposable have elected to
apply Section 936 of the Internal Revenue Code, effective July 1,
1979. The provisions of Section 936 are effective until revoked by
the Company. If the conditions of Section 936(a)(2) are satisfied,
the Section 936 credit equals the portion of the United States
income tax that is attributable to taxable income from sources
outside the United States derived from the active conduct of a
trade or business within a United States possession, or the sale or
exchange of substantially all of the qualified possession source
investment income. Dividends payable by each subsidiary to the
Company from operations are entitled to a 100% dividends received
deduction but are subject to a 10% withholding tax in Puerto Rico.
The Omnibus Budget Reconciliation Act of 1993 (the "Omnibus Act")
imposes new limitations on computing the Possession Tax Credit under
Section 936 for tax years beginning after 1993. There are two methods for
determining the credit under the new law. Under the first method, the
amount of the credit may be determined by using the so-called economic
activity limit. This attempts to limit the credit by applying various
percentages to possession-based compensation, depreciation and taxes paid
or accrued. Alternatively, the Company may make an irrevocable
election when it files its June 30, 1995 federal income tax return
to have present rules apply, but to phase out the credit to 60% of
the 1994 level, and further phase down by 5% per year to 40% in
1998 and years thereafter. Since the credit is a function of
future earnings, if any, the effect of such limitations cannot be
determined at the present time. In addition, the Omnibus Act
makes the 100% dividends received deduction subject to the Alternative
Minimum Tax Calculation. No dividends have been declared on the aggregate
undistributed earnings of Puerto Rico Safety Equipment and Disposable (which
through June 30, 1995, aggregates approximately $2,305,000) and none are
intended to be declared because it is management's intention to reinvest the
earnings, if any, from such subsidiaries indefinitely. The Company
believes that based upon current operations, the Omnibus Act
will not have a material effect on the Company for the foreseeable
future.<PAGE>
<PAGE>
As Puerto Rico tax exemptions are reduced or expire the
Company may be required to pay taxes on income earned in Puerto
Rico. The Company is unable to predict the amount of such impact
after such exemptions are reduced or expire.
(8) and (9) The Company does not believe that there is a need
for governmental approval for it to sell its principal products in
this segment. Various of the Company's products are subject to
OSHA, NIOSHA, NFPA and other governmental standards.
(10) The Company, during the last two fiscal years, has not
spent any material amount on research and development relating to
the development of new products, services or techniques or the
improvement of existing products, services or techniques.
(11) Compliance with Federal, State and local environmental
laws is expected to have no material effect upon capital expenditures,
earnings and the competitive position of the Company.
The Company's manufacturing facilities are subject to
regulation and inspection standards established by OSHA. Such
facilities have not yet been inspected for compliance with OSHA.
Although the Company believes it is in material compliance with
required standards, there can be no assurance that any inspection
will not reveal that the Company has failed to comply with OSHA and
that, as a result, the Company may be required to expend sums,
which can be costly, to assure compliance with OSHA regulations.
(12) The total number of employees employed by the registrant as
of June 30, 1995 was approximately 200 for both segments.
Distribution Operations
(1) The Company, primarily through Eastco, distributes industrial
safety products to "end-users" made by the Charkate / Worksafe
division as well as by non-affiliated companies. These products
include hard hats, protective glasses, ear muffs, ear plugs,
respirators, goggles, face shields, rainwear, protective footwear,
first-aid kits, monitoring devices, signs and related products.
These products are sold to manufacturing companies and service
businesses, including public utilities, fisheries, hospitals,
pharmaceutical plants, the transportation industry and companies
engaged in hazardous materials abatement.
Use of products sold by the Company has in a large part
resulted from the adoption of OSHA standards and the awareness of
industry and the general public for the need to remove asbestos,
lead and other hazardous materials contained in industrial
facilities, schools and buildings. A number of these products are
marketed by the Company to purchasers, who among other things,
utilize some of these products for protection against hazardous
materials.
The Company supplies a variety of items which may be used
during the removal and/or encapsulation of hazardous materials in<PAGE>
<PAGE>
office buildings, chemical plants, refineries, electric generating
plants and schools. Abatement products sold by the Company include
in the largest part, items made by other companies, such as negative air
machines, respirators, air filtration equipment, vacuums, polybags and
sheetings, decontamination showers, signs, tools, pumps, sprayers and
related equipment. The Company does not engage in the removal or
encapsulation of hazardous materials. Sales of these products accounted for
approximately 22% and 23% of the Company's consolidated revenues for the
fiscal years ended June 30, 1995 and June 30, 1994, respectively. The
foregoing percentages do not include products used in the abatement field
which are manufactured by the Company.
(2) The Company's Distribution Operations are primarily directed
from the Company's offices in New York. The Company also has
facilities for warehousing and distribution of its non-manufactured
products in Puerto Rico, Connecticut and Florida. The Company
sells a variety of safety products from independent manufacturers,
including, but not limited to 3M, Racal Health and Safety, Inc. and
Willson Safety Products, a division of WGM Safety Corporation.
Items distributed are sold primarily in the Northeastern region of
the United States.
The Company employs 10 full-time salesmen in its Distribution
Operations who sell products distributed by the Company, and on a
more limited basis, products manufactured by the Company. The
Company uses catalogs and telemarketing to aid in its sales
efforts. The Company does not engage in any mail order business
nor sell on a retail basis. Sales are primarily to industrial,
commercial and governmental accounts which are "end users".
(3) The Company has made no public announcement of, or made
public information about, any new product in this segment which
would require the investment of a material amount of the Company's
assets or which otherwise is material.
(4) The market for industrial protective clothing and industrial
safety products is extremely competitive. The Company faces
competition in all of its product markets from large, established
companies that have greater financial, managerial, sales and
technical resources than the Company, and some of the Company's
products markets are dominated by such larger companies. Larger
competitors also may be able to benefit from economies of scale and
introduce new products that compete with the Company's products.
The Company's major competitors in its Distribution Operations are
Balco Industries, Inc. and Freemont Safety Corp. in industrial
sales, and Insulation Distributions Company, Industrial Productions
Company and Aramsco Company in abatement sales.
(5) The Company serves as a distributor for various firms but is
not dependent upon any one company for which it acts as a
distributor.
(6) This segment of the Company is not dependent upon any
single customer or any few customers, the loss of any one or more
of whom would have an adverse effect on the business of the<PAGE>
<PAGE>
Company. No one company or customer accounts for more than 10% of
this segment's sales.
(7) Patents, trademarks, licenses, franchises and concessions are
not material to this segment.
(8) and (9) The Company does not believe that there is a need
for governmental approval for it to sell its principal products in
this segment. Various of the Company's products are subject to
OSHA, NIOSHA, NFPA and other governmental standards.
(10) The Company, during the last two fiscal years, has not
spent any material amount on research and development relating to
the development of new products, services or techniques, or the
improvement of existing products, services or techniques.
(11) Compliance with Federal, State and local environmental laws is
expected to have no material effect upon capital expenditures,
zonings and the competitive position of the Company.
(12) See (12) above under the Company's Manufacturing Operations.
Item 2. Description of Property
The following properties are material to the business of the
Company:
The executive offices of the Company are located at 130 West
10th Street, Huntington Station, New York and are owned by the
Company (the "Huntington Property"). The Huntington Property is
also used for warehousing and distributing and contains
approximately 25,000 square feet of warehouse space and 5,000
square feet of office space. At June 30, 1995, the premises were
subject to a first real estate mortgage due to 130 West 10th Street
Associates, LLC ("Associates"). in the amount of $538,544. The
wives of Messrs. Alan Densen and Anthony Towell, executive officers
and directors of the Company and Herbert Schneiderman, a director,
are members of Associates.
The Company's wholly owned subsidiary, Disposable, leases a
building consisting of approximately 45,000 square feet in Aguadilla, Puerto
Rico from the Puerto Rico Industrial Development Company which is used for
manufacturing and warehousing. A lease was entered into for these premises
on February 21, 1995, effective for the ten year period commencing September
1, 1993. Rent for the two year period ending August 31, 1996 is at the
monthly rate of $7,079, which escalates to $13,040.54 in the final year of
the lease.
The Company's wholly owned subsidiary, Safety Wear, occupies
approximately 30,000 square feet in Decatur, Alabama. The premises
are utilized for the cutting and warehousing of coveralls and the<PAGE>
<PAGE>
manufacturing of disposable products. The Company pays $6,450 rent
per month. The premises are leased on a month-to-month basis.
Should these facilities not be available to the Company, the
Company believes that alternative sites are available at a
comparative cost.
Item 3. Legal Proceedings
The Company, in the past, used asbestos in the manufacture of
its products. Such use was terminated by the Company in the mid-
1980's. It has been alleged that asbestos is a cause of cancer,
asbestosis, mesothelioma, and other related diseases, the symptoms
of which may not appear for twenty or more years. Since the early
1980's, numerous lawsuits have been instituted against the Company
by persons who have been exposed to asbestos and asbestos products.
Such legal proceedings, for the most part, are covered by the
Company's insurance policies.
During fiscal 1994, the Company reached a settlement
pertaining to all pending and future cases against Eastco in the
State of New York brought by one firm of plaintiffs' attorneys,
which firm has been primarily responsible for bringing asbestos
actions against the Company in the State of New York. The
settlement does not apply to Puerto Rico Safety Equipment and is
only applicable to cases brought by the same law firm against the
Company in the state of New York. The Company is to be dismissed
without any payment in cases not involving any exposure to a power
generating station in the State of New York ("Powerhouse"). Where
there is Powerhouse exposure, a payment of $100 is to be made for
each alleged nonmalignant case and $300 for each malignant case.
Where plaintiffs consist of two spouses, such is deemed one case.
Payment is to await appropriate documentation of exposure, releases
from the plaintiffs and the agreement of each plaintiff whose case
is settled. A copy of the letters between counsel for the Company
and counsel for plaintiffs' attorneys setting forth this settlement
is annexed hereto as Exhibit 28.3 and referred to as Exhibit 28.7.
As of June 30, 1995, the Company estimates that it is a party
to approximately 250 cases with respect to exposure to asbestos
involving approximately 480 plaintiffs, of which no cases pertain
to Puerto Rico Safety Equipment. Reference is made to Exhibit 28.4
for a schedule of the pending actions against the Company, as of
June 30, 1995, that have not been settled or dismissed.
All of the actions against the Company to date have been
brought by non-employees of the Company and are based upon personal
injury claims. The pending actions are in the Supreme Court of the
State of New York, County of New York; Superior Court of New
Jersey, Middlesex County, Law Division; Court of Common Pleas of
Luzerne County, Trial Division of Pennsylvania; and the San
Francisco County Superior Court of California. The number of
first-party plaintiffs include, in various instances, spouses of
<PAGE>
<PAGE>
said plaintiffs. The actions, with the exception of one pending
action, involve a multitude of defendants. The complaints allege
exposure to asbestos and asbestos products over various periods of
time. Each seeks varying amounts of damages, usually unlimited, or
for each plaintiff as high as $10,000,000 for compensatory damages
and $20,000,000 for punitive damages. The Company may become a
party to additional asbestos actions in the future.
From 1981 through June 30, 1995, the Company estimates that
approximately 830 actions on behalf of approximately 6,400 first-
party plaintiffs have been instituted against it concerning
asbestos-related claims and that approximately 570 actions and the
claims of approximately 5,920 plaintiffs have been terminated
against the Company. During fiscal 1995, the Company estimates
approximately 120 actions on behalf of approximately 970 first
party plaintiffs were instituted against it and approximately 40
actions on behalf of approximately 830 plaintiffs actions were
settled or discontinued against it. The Company estimates that as
of June 30, 1995, with the exception of defense costs, a total of
approximately $1,300,000 has been paid, or agreed to be paid, in
settlements to date with regard to the terminated actions
(inclusive of actions against Puerto Rico Safety Equipment) of
which all but approximately $25,000 has been paid by the Company's
insurance carriers. The Company has been notified that for actions
terminated subsequent to June 30, 1995, its share of the settlements
made will be approximately $15,000. The foregoing is based upon
information available to the Company to date and assumes certain
settlements in the process of being made and payments to be made
thereunder by insurance companies awaiting documentation from plaintiffs.
Through June 30, 1995, the Company has paid less than $40,000 for
legal and defense costs to counsel appointed by the insurance
carriers to defend it. Past results of settlements and defense
costs are not necessarily indicative of future settlements and
defense costs, which the Company is unable to predict.
For the period April 1, 1968 to April 1, 1969 and March 11,
1971 to November 27, 1985, the Company believes that it has various
policies of primary insurance in different amounts which would
protect it against liability for asbestos-made, product-related
personal injuries. The policies range in amounts from $50,000 to
$1,000,000. The Company also believes that since August 10, 1972
to on or about August 11, 1986 it has had various policies for
excess coverage applicable to asbestos claims. These policies
range in amounts from $500,000 to $10,000,000 for excess coverage.
There are gaps of approximately six weeks in the primary coverage
between March 11, 1971 to November 27, 1985 and approximately
thirty-six months in the excess coverage between August 10, 1972
and August 11, 1986. Reference is made to Exhibits 28.5 and 28.6
for a schedule of the foregoing insurance policies. The policies
of insurance set forth on Exhibits 28.5 and 28.6 are not applicable
to all of the subsidiaries of the Company, which have varying
coverage, and such subsidiaries may also be without coverage for
various times of their doing business. Not all of these policies
are in the possession of the Company. <PAGE>
<PAGE>
Effective June 26, 1990, an agreement between the Company and its
primary insurance carriers dated March 26, 1990 became effective. The
Company entered into this agreement in an effort to resolve uncertainties as
to its insurance coverage which will cover asbestos claims against the
parent Company where any exposure to asbestos is alleged during the period
1971 to 1985, inclusive. Pursuant to this agreement, the Company is
obligated to share in the payment of asbestos-related claims against Eastco.
Pursuant to the agreement, the Company is obligated to pay 12% of all
attorneys' fees incurred on its behalf and 17% of indemnity costs (which
include judgment and settlement amounts). The balance of these costs are to
be paid by the insurance carriers which are party to the agreement. The
agreement is subject to policy limitations of each insurance policy. The
agreement may be terminated at any time upon ninety (90) days' notice by any
of the parties provided that termination may not be effective as to any
asbestos action that has already been placed on the trial calendar, unless
it has a scheduled trial date more than twelve (12) months from the date the
notice of termination is given. The Company has been advised that no
pending cases are on the trial calendar. A copy of the defense and
indemnity agreement dated March 26, 1990 is set forth in schedule 28.4.
Effective during May, 1991 the Company entered into a
Settlement Agreement and Release with Mount Vernon Fire Insurance
Company. Pursuant to this Agreement, which is Exhibit 28.1 which
is incorporated by reference to the Company's Form 10-K for the
year ended June 30, 1993, the Company discontinued its action
against Mount Vernon, which agreed that, subject to the terms of
the Agreement, Mount Vernon would reimburse the Company (where
applicable) for 6.25% of attorneys' fees (52.08% of the Company's
12% share referred to in the agreement in the previous paragraph)
and 6.25% of indemnification costs (36.76% of the Company's 17%
share referred to in the agreement in the previous paragraph). The
Agreement is not applicable to any asbestos actions against the
Company where no exposure is alleged to products manufactured or
distributed by Eastco between April 1, 1968 and April 1, 1969. The
Agreement may be terminated at any time upon 90 days' notice, but
such notice is not applicable to asbestos actions placed on a trial
calendar, unless such has a trial date more than twelve months from
the date the notice of termination is given. The agreement
provides that the limit available under the policy is $100,000 plus
attorneys' fees while the agreement is in effect and is applicable
only to the parent company. Approximately $14,000 has been
reimbursed by Mount Vernon Fire Insurance Company as of June 30,
1995 for indemnification.
The Company is unable to ascertain the total extent of
insurance applicable to asbestos claims against it or the extent to
which its insurance carriers will provide coverage. The two
agreements referred to above between the Company and the insurance
carriers may not be applicable to Puerto Rico Safety Equipment
Corporation , which is covered by other insurance. To date, the
claims settled by Puerto Rico Safety Equipment Corporation have
been paid in full by insurance. A schedule of insurance believed
to be applicable to Puerto Rico Safety Equipment Corporation is
Exhibit 28.2 which is incorporated by reference to the Company's
<PAGE>
<PAGE>
Form 10-K for the year ended June 30, 1992. No agreement has been
reached with the insurance companies confirming all of these
policies, which range from $100,000 to $500,000 for primary
coverage and $1,000,000 to $5,000,000 for excess coverage. The
policies for Puerto Rico Safety Equipment Corporation cover the
period March 11, 1971 to July 23, 1986 with various gaps as
described on the exhibit.
An action entitled Michael F. Cilone and Marie Cilone v.
Willson Safety Products, Inc., Standard Coating Corporation,
National Paint Co., Inc., E.I. Dupont De Nemours & Co Inc., Orb
Industries, Inc., PPG Industries Inc., Olde England Paint & Varnish
Corp., Oatey Co., d/b/a Bond Tight Products, Eastco Industrial
Safety Corp. was instituted on September 19, 1988 in the Supreme
Court of the State of New York, County of Kings. The Company has
referred this matter to its insurance carriers applicable to the
period 1984 to 1986 and who have provided primary insurance on an
annual basis of $1,000,000 per year in addition to applicable
excess carriers. The complaint alleges four causes of action,
including one for punitive damages on behalf of Michael F. Cilone,
against the Company in the amount of $5,000,000 each and one cause
of action for $500,000 on behalf of Marie Cilone. The complaint
alleges that the Company sold respirators made by Willson Safety
Products and other safety equipment to Michael F. Cilone's
employer, the New York City Transit Authority, between 1984 and
1986 and that he sustained injuries as a result of chemicals and
various materials made by the other defendants. The Company has
been advised by counsel, designated by its insurance carriers to
defend it, that the insurance in effect should be ample with
respect to any settlement contribution and / or liability
allocation by a jury. This is based upon the present status of the
case and the fact that depositions have not yet all been completed.
The Company's insurance may not provide coverage for punitive
damages where such damages are sought against it in pending
litigation. Punitive damages are allowable in addition to
compensatory damages and are awarded as a punishment to the
defendant for the wrong in the particular case as well as for the
protection of the public against similar acts, to deter the
defendant from a repetition of the wrongful act and to serve as a
warning to others. Usually a wrong, aggravated by an evil or
wrongful motive or a willful and intentional misdoing or a reckless
indifference equivalent thereto, is required for a court to award
punitive damages. The Company is unable to specify whether its
actions would give rise to punitive damages. It believes that its
actions should not give rise to punitive damages. There, however,
can be no assurance that this will be the case.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to the Company's shareholders during
the fourth quarter of its fiscal year.
<PAGE>
<PAGE>
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
(a) The principal market on which the Common Stock is traded is
the over-the-counter market. The Common Stock is traded on NASDAQ
on the Small-Cap Market and its symbol is ESTO. The following
chart sets forth the high and low sales prices as determined from
NASDAQ for the Common Stock for the last two fiscal years.
High Low
------------ ------------
Fiscal Year Ended
June 30, 1995
First Quarter $1.75 $0.88
Second Quarter 1.44 0.56
Third Quarter 1.63 0.75
Fourth Quarter 1.75 1.00
Fiscal Year Ended
June 30, 1994
First Quarter $11.00 $7.25
Second Quarter 10.75 3.13
Third Quarter 4.13 1.63
Fourth Quarter 1.81 1.75
(b) The approximate number of holders of record of the Common
Stock as of September 7, 1995 was 218. The Company believes there
are in excess of 800 beneficial holders of the Common Stock.
(1) No dividends have been paid during the past two years.
(2) The Company has no present intention of paying any cash
dividends in its foreseeable future and intends to use its net
income, if any, in its operations.
(3) The Company is prohibited from paying dividends under its
loan agreement with Congress Financial Corporation ("Congress").
<PAGE>
<PAGE>
Item 6. Management's Discussion and Analysis
(a) Not applicable.
(b) Liquidity and Capital Resources
The Company had working capital as of June 30, 1995 of
$1,065,000 as compared to working capital of $1,042,000 as of June
30, 1994. A substantial portion of the Company's working capital
consists of inventory, which was $4,364,000 and $3,166,000 as of
June 30, 1995 and 1994, respectively. The Company is required to
maintain substantial inventories of its numerous products to meet
the immediate requirements of its customers who need products on
short notice and who do not maintain an inventory of such products.
The Company has a line of credit agreement with Congress which
expires October 1, 1996, whereby the Company may borrow up to
$5,750,000, with interest payable monthly at 2 1/2% above the prime
rate, plus an unused line fee of 1/4% per year. Borrowings under
this agreement are limited to 50% of the eligible inventory up to
a maximum of $2,875,000 and 80% of eligible accounts receivable.
The amounts outstanding at June 30, 1995, and June 30, 1994 were
$4,829,000 and $3,184,000, respectively. The Company had $40,000
available for borrowing at June 30, 1995. The loan is subject to
certain working capital and net worth requirements and is
collateralized by all of the assets of the Company not previously
pledged under other loan agreements. The loan agreement prohibits
the payment of cash dividends by the Company.
In September 1993, the Company received an overadvance of
$500,000 from Congress. In connection therewith, Messrs. A.
Densen, L. Densen and A. Towell obtained the Junior Participation
from Congress by advancing $250,000 of their funds to Congress.
$250,000 of this overadvance has been repaid to Congress. The
balance of $250,000 will be repaid by Congress, at its option, to
Messrs. A. Densen, L. Densen and A. Towell, subject to the
availability of funds.
During April and May 1994, the Company sold in a public
offering, 2,300,000 units at $2.00 per unit. Each unit consisted
of one share of Common Stock and one Class A Warrant. Each Class
A Warrant entitles the holder to purchase one share of Common Stock
at a reduced exercise price of $1.30 a share until April 12, 1999.
The net proceeds from the 1994 public offering were $3,446,000 and
have enabled the Company to return to profitability.
The Company believes that its current working capital
position, line of credit and operations will be sufficient to
satisfy its cash needs through June 30, 1996.
The Company has no material commitments for capital
expenditures.
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<PAGE>
At the present time, the Company, together with a variety of
defendants, is a party to various asbestos-related lawsuits
involving a number of plaintiffs alleging damages from exposure to
asbestos products sold by the Company. The Company may become a
party to additional asbestos-related actions in the future. The
Company is also party to a non-asbestos product liability action.
While as indicated in Item 3, Legal Proceedings, legal and
settlement costs to the Company have not been material to date, the
Company cannot, at this time, determine the outcome of these
uncertainties which may have an adverse effect upon the liquidity
of the Company in the future.
Inflation
The impact of inflation on the Company's operations has not
been significant to date. There can be no assurance that a high
rate of inflation in the future would not have an adverse effect on
the Company's operations.
Results of Operations
Fiscal Year 1995 Compared to Fiscal Year 1994
The Company's net income for fiscal 1995 was $78,000 compared
to a net loss of $2,711,000 for fiscal 1994. Fiscal 1995 was the
first profitable year for the Company since fiscal 1989.
Consolidated net sales during fiscal 1995 increased by 15.8%
to $24,025,000 from $20,746,000 during fiscal 1994. In fiscal
1995, Distribution Operations revenues increased 6.7% to $9,233,000
from $8,654,000 and Manufacturing Operations revenues increased
22.3% to $14,792,000 from $12,092,000. The Company believes that
the increase in sales was due to improved industry conditions in
both segments. In addition, the net proceeds from the 1994 public
offering allowed the Company to establish increased credit lines
with its vendors.
The Company's gross profit margin increased to 19.9% in fiscal
1995 as compared to 16.3% in fiscal 1994. The Company believes
that this increase was primarily due to continued manufacturing
efficiencies and targeting sales that produce higher gross profits.
Selling, general and administrative expenses for fiscal 1995
decreased by 11.9% to $4,149,000 or 17.3% of sales, from $4,709,000
or 22.7% of sales in fiscal 1994. The decrease was principally due
to a reduction in bad debt expenses of $177,000, a reduction in
consulting fees and salaries to former officers of $245,000, as
well as the advertising incentives and purchase discounts of
$97,000.
Interest expense was $584,000 for fiscal 1995 as compared to
$1,392,000 in the prior year. This decrease was principally due to
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debt financing charges of $812,000 on convertible debt and bridge-loan
financing in fiscal 1994 which did not reoccur in fiscal 1995.
The increase in the number of shares used to calculate per
share amounts in 1995 results from the number of shares sold in the
1994 public offering. Outstanding options and warrants did not
materially dilute earnings per share in 1995, but could do so in
the future if there is a significant increase in the spread between
their exercise price and the quoted market price of the Company's
Common Stock.
Fiscal Year 1994 Compared to Fiscal Year 1993
The Company's net loss for fiscal 1994 was $2,711,000 compared
to a net loss of $858,000 in fiscal 1993.
Consolidated net sales during fiscal 1994 decreased by 22.3%
to $20,746,000 from $26,668,000 during fiscal 1993. In fiscal
1994, Distribution Operations revenues decreased 22.7% to
$8,654,000 from $11,201,000 and Manufacturing Operations revenues
decreased 21.9% to $12,092,000 from $15,482,000. The Company
believes that the reduction in sales was caused by its continued
lack of working capital and weak industry conditions as well as, to
a lesser degree, management's new strategy whereby the Company
focused its manufacturing efforts on products generating higher
margins as opposed to volume. The lack of adequate working capital
caused a shortage in materials in the manufacturing segment and a
lack of available inventory in the distribution segment. Although
the Company received an availability of an overline credit of
$500,000 from its principal lender in September 1993 and received
during the third quarter $990,000 from bridge loans, these only
partially relieved the Company's working capital deficiency. In
April of 1994, the Company received $3,446,000 from its public
stock offering which significantly alleviated its working capital
constraints, but had little impact on the results of its operations
since the money was received late in the Company's fiscal year.
The Company's gross profit margin increased to 16.3% in fiscal
1994 as compared to 15.8% in fiscal 1993. The Company believes
that this increase is primarily the result of manufacturing
efficiencies and targeting sales that would result in higher gross
profits.
Selling, general and administrative expenses for fiscal 1994,
increased by 6.7% to $4,709,000 or 22.7% of sales, from $4,393,000
or 16.5% of sales, in fiscal 1993. This was principally due to an
increase in consulting fees and salaries to former officers of
$245,000, the cancellation and waiver in 1994 and 1993,
respectively, of the deferred compensation agreement with the
Company's President resulting in a $65,000 credit to operations as
compared to a $196,000 credit in the prior year and by a reduction
in bad debt expense of $29,000, which only partially offset the
above increases.
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<PAGE>
Interest expense was $1,392,000 for fiscal 1994 as compared to
$719,000 in the prior year. The increase was principally due to
debt financing costs of $812,000 on convertible debt and bridge
loan financing, offset by a reduction of interest charged on short-
term borrowings.
Item 7. Financial Statements
See Consolidated Financial Statements annexed hereto.
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Not applicable.
<PAGE>
<PAGE>
PART III
Item 9 Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange
Act
(a) The directors and executive officers of the Company are as
follows:
Name Age Position
Alan E. Densen 61 President and Chief Executive
Officer and Director
Lawrence Densen 37 Senior Vice President and Director
Anthony P. Towell 64 Vice President of Finance,
Secretary, Treasurer, Chief
Financial Officer and Director
Dr. Martin Fleisher 58 Director
James Favia 61 Director
Herbert Schneiderman 64 Director
The term of office of the following directors does not expire until
the Company's 1995 annual meeting and when their successors are
chosen:
Dr. Martin Fleisher
James Favia
Herbert Schneiderman
The term of office of the following directors does not expire until
the Company's 1996 annual meeting and when their successors are
chosen:
Alan E. Densen
Lawrence Densen
Anthony P. Towell
Alan E. Densen has been President, Chief Executive Officer and a
director of the Company since 1958 (except for the period September
1993 to January 1994, when he served as its Senior Vice President).
He was also Treasurer and Chief Financial Officer of the Company
through 1992.
Lawrence Densen, Senior Vice President and director of the Company,
has been a Vice President since 1986.
Anthony P. Towell has been the Company's Vice President of Finance,
Treasurer, and Chief Financial Officer since 1992, its Secretary
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<PAGE>
since 1993, and from 1989 to 1992 its Vice President. He has been
a director of the Company since 1989. He was a director of New
York Testing Laboratories, Inc. ("NYT"), a laboratory testing
company and manufacturer of automotive accessories, from 1988 to
1995. In addition, he has been a director since 1988 of Nytest
Environmental Inc. ("Nytest"), a hazardous waste testing company.
Mr. Towell has been a director since 1991 of Ameridata
Technologies, Inc. ("Ameridata"), a provider of computer products
and services. The common stock of Nytest and Ameridata are
registered under Section 12(g) and (b), respectively, of the
Securities Exchange Act of 1934.
Dr. Martin Fleisher, who holds a Ph.D. in biochemistry from New
York University, has been attending clinical chemist at Memorial
Sloan-Kettering Cancer Center since 1967. He has been a director
of the Company since 1989. He devotes only a limited portion of
his time to the business of the Company.
James Favia is a consultant to Donald & Co. who acts as the
Company's investment advisor. He is a chartered financial analyst
and has an MBA in finance which he obtained from New York
University in 1959. He became a director of the Company on July
26, 1995. He was a director of T.J. Systems until November, 1994.
The common stock of T.J. Systems is registered under Section 12(g)
of the Securities Exchange Act of 1934. He devotes only a limited
portion of his time to the business of the Company.
Herbert Schneiderman is President of the Casablanca Group, L.P., a
manufacturer of diversified women's sportswear. He became a
director of the Company on July 26, 1995. He devotes only a
limited portion of his time to the business of the Company.
(b) Not applicable.
(c) Alan E. Densen is the father of Lawrence Densen.
(d) Not applicable.
The Company is not aware of the failure of any director, officer or
owner of more than 10% of the Company's common stock to timely file
any reports required by Section 16(a) of the Securities Exchange
Act of 1934.
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<PAGE>
Item 10. Executive Compensation
The following describes the components of the total compensation of the CEO of
the Company. No executive, other than the CEO had a total annual salary and
bonus for the three years ended June 30, 1995 which exceeded $100,000.
Summary Compensation Table
Annual Compensation Long term compensation
------------------------ --------------------------------------
Awards Payouts
------------------ -----------------
Other Securities All
Name and annual Restricted underlying LTIP other
principal Salary Bonus compen- stock options / payouts compen
position Year ($) ($) sation($) award(s)($) SARs (#) ($) sation($)
-------- ---- ------ ----- ---------- --------- ---------- ------ --------
Alan E. 1995 107,930 -0- 30,0783(3) -0- 420,000(2) -0- -0-
Densen, 1994(1) 117,154 -0- 30,0783(3) -0- -0- -0- -0-
CEO 1995 169,920 -0- 30,0783(3) -0- -0- -0- -0-
(1) From September, 1993 to January, 1994, Mr. Densen was not CEO;
he served as Senior Vice President.
(2) Includes an incentive stock option granted January 20, 1995 to acquire
20,000 shares at $1.0625 as well as a non qualified stock option to
acquire 400,000 shares exercisable at $1.0625 per share, the closing
market price on such date, each exercisable until January 19, 2005.
The non-qualified option can not be exercised during the first five
years unless (a) the audited pre-tax profits for fiscal 1995 are
greater than $50,000, then options to acquire 200,000 shares of Common
Stock may be exercised and (b) the audited pre-tax profits for fiscal
1996 are greater than $250,000, then options to purchase
the remaining 200,000 shares of Common Stock may be exercised. It was
determined in September 1995 that this option can now be exercised for
200,000 shares of Common Stock. See also Item 12.
(3) Primarily includes life insurance premiums on the life of Alan E. Densen
owned by Mr. Densen's wife and paid for by the Company.
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<PAGE>
Stock Options
OPTION/SAR GRANTS IN LAST FISCAL YEAR
[Individual Grants]
Number of Percent of
securities total options /
underlying SARs granted Exercise
Options/SARs in fiscal or base Expiration
Name granted (#)(1) year (1) price ($/Sh) Date
----- -------------- -------------- ------------- -----------
Alan E. 20,000 23.5% 1.0625 1/19/05
Densen,
CEO 400,000 33.3% 1.0625 1/19/05
(1) See note (2) above in the Summary Compensation Table.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Number
of securities Value
underlying unexercised in-
unexercised the-money options
Shares SARs at FY-end (#) SARs at FY-end($)
acquired on Value exercisable / exercisable
/
Name exercise (#) realized ($) unexersisable unexercisable(1)
----- -------------- -------------- ------------- ----------------
Alan E. -0- -0- -0-/20,000 -0-/13,750
Densen,
CEO -0- -0- 200,000/200,000 137,500/137,500
(1) See footnote (2) above in the Summary Compensation Table.
Employment Agreements
As of July 1, 1995, Alan E. Densen entered into a new employment agreement
replacing an earlier employment agreement which commenced as of the effective
date of the Company's 1994 public offering. A copy of the new agreement is
annexed hereto as Exhibit 10.8. The employment agreement with Alan E.
Densen provides for him to serve as the Company's President for a term of
five years. At the end of each fiscal year during the term of the
agreement, the agreement is automatically extended for one
additional year to be added at the end of the then current term
of the agreement, unless the Board of Directors determines to the contrary.
The base annual salary is $125,000 for fiscal 1996 which shall be increased at
the beginning of each fiscal year commencing July 1, 1996, at the discretion of
the Board of Directors. Each increase is not to be less than 10% of the
minimum compensation paid to the employee in the prior fiscal year. Mr. Densen
is also eligible to receive an annual bonus equal to 3 1/3% of the Company's
earnings before interest and taxes for the fiscal year ended June 30, 1996 and
each fiscal year thereafter during the term of the agreement. The bonus is to
be paid within 30 days of the completion of the Company's audited financial
statement for each fiscal year and is to be paid in cash or registered shares
of common stock of the Company. In addition, Mr. Densen is entitled to
receive reimbursement of ordinary and necessary business expenses, a
monthly automobile allowance of $700 and disability, medical,
hospitalization, and life insurance.
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<PAGE>
The employment agreement entered into by Alan E. Densen includes provisions
that provide for his right to terminate the agreement and thereby receive
additional compensation, as provided below, in the event that he is not elected
or retained as President and a director of the Company; the Company acts
to materially reduce his duties and responsibilities under the agreement; the
Company changes the geographic location of his duties to a location from the
New York metropolitan area; his base compensation is reduced by 10% or more;
any successor to the Company fails to assume the agreement; any other material
breach of the agreement which is not cured by the Company within 30 days; and
a "Change of Control" by which a person, other than a person who is an officer
and/or director of the Company as of the effective date of the agreements, or
a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934,
becomes the beneficial owner of 20% or more of the combined voting power of
the then outstanding securities of the Company.
In the event that Alan E. Densen terminates his position because of any of the
aforesaid reasons other than a "Change of Control", or if the Company
terminates his employment in any way that is a breach of the agreement by the
employer, Mr. Densen shall be entitled to receive, in addition to his salary
continuation, as a bonus, a cash payment equal to his total base salary plus
projected expenses and bonuses for the remainder of the term thereof, payable
within 30 days of termination and all stock options, warrants and other stock
appreciation rights granted by the Company to him shall become immediately
exercisable at an exercise price of $0.10 per share. In the event that he
owns or is entitled to receive any unregistered securities of the Company,
than the Company shall register such securities within 120 days of the
his termination.
In the event that there is a "Change of Control", he shall be paid within 30
days thereof a one-time bonus equal to his total minimum base salary for
the next three years and he shall be immediately reimbursed for all amounts
not yet received for his participation in a total of $250,000 of junior
participation with Congress in loans to the Company made during September
1993, without regard to whether such amount is currently due pursuant to
the terms thereof.
Compensation to Directors
No compensation is paid to directors for their serving solely as a director,
other than outside directors who are compensated at the rate of $500 for
each board of directors meeting which they attend in person.
<PAGE>
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management
(a) The following are known by the Company, as of the date hereof, to be the
beneficial owners of more than five percent of Common Stock:
Name and Address Amount and Nature Percent
Title of Class of Beneficial Owner of Beneficial Owner of Class
Common Stock Alan E. Densen 309,688(1)(4) 8.1%
$.12 par value 130 West 10th Street
Huntington Station, NY
Common Stock Lawrence Densen 253,813(2)(4) 6.6%
$.12 par value 130 West 10th Street
Huntington Station, NY
Common Stock Anthony P. Towell 676,667(3)(4) 15.9%
$.12 par value 130 West 10th Street
Huntington Station, NY
(1) Includes a warrant, held by Mr. Densen's wife, to acquire 16,667 shares of
Common Stock granted June 30, 1992, which expires April 11, 1999 and is
exercisable at $1.30 per share.
(2) Includes 9,000 Class A Warrants; an incentive stock option to acquire
6,250 shares of Common Stock granted December 18, 1986 which expires
December 17, 1996 at an exercise price of $2.6664 per share; incentive
stock options to acquire 563 shares of Common Stock granted June 1, 1988
which expires May 31, 1998 at an exercise price of $3.00 per share; an
incentive stock option to acquire 20,000 shares of Common Stock granted
January 20, 1995 which expires January 19, 2005 and is exercisable at
$1.0625 per share.
(3) Includes 15,000 Class A Warrants; a warrant hereinafter referred to as the
"Towell Warrant" for 400,000 shares of Common Stock which expires on April
11, 1999 and is exercisable at $1.30 per share; an incentive stock option
to acquire 20,000 shares granted January 20, 1995 which expires January
19, 2005 and is exercisable at $1.0625 per share.
(4) On January 20, 1995, there was granted to Messrs. A. Densen, A. Towell and
L. Densen a non-qualified option to acquire 400,000 shares each exercisable
until January 19, 2005 at an exercise price of $1.0625, the closing market
price of the Common Stock on the date of grant. These options were granted in
consideration of previous sacrifices including reduction in salaries,
cancellation of options and other surrendered benefits by such executive
officers as well as the turnaround performance achieved by the Company. The
turnaround achieved by the Company in its performance can be directly related
to the efforts of Messrs. A. Densen, A. Towell and L. Densen. These options
can not be exercised during the first five years unless (a) the audited pre-tax
profits for fiscal 1995 are greater than $50,000, then options to acquire
200,000 shares of Common Stock may be exercised and (b) the audited
pre-tax profits for fiscal 1996 are greater than $250,000, then options to
purchase the remaining 200,000 shares of Common Stock may be exercised.
It was determined in September 1995 that these options can now be exercised for
200,000 shares of Common Stock and such 200,000 shares are included in the
above table for each individual.<PAGE>
<PAGE>
(b) Common Stock owned by the Company's directors and executive officers of
the Company as a group:
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Owner of Class
Alan E. Densen 309,688(1) 8.1%
130 West 10th Street
Huntington Station, NY
Lawrence Densen 253,813(2) 6.6%
130 West 10th Street
Huntington Station, NY
Anthony P. Towell 676,667(3) 15.9%
130 West 10th Street
Huntington Station, NY
Dr. Martin Fleisher 10,833(4) *
130 West 10th Street
Huntington Station, NY
James Favia 20,000(5) *
130 West 10th Street
Huntington Station, NY
Herbert Schneiderman 38,333(6) 1.1%
130 West 10th Street
Huntington Station, NY
All officers and directors
as a group (6 persons) 1,309,334 27.5%
________________
* Less than 1%.
(1) See footnote (1) in (a) above.
(2) See footnote (2) in (a) above.
(3) See footnote (3) in (a) above.
(4) Includes stock options to acquire 10,833 shares of Common Stock.
(5) Includes stock options to acquire 10,000 shares of Common Stock.
(6) Includes warrants and stock options to acquire 18,333 shares of
Common Stock.
<PAGE>
<PAGE>
Item 12. Certain Relationships and Related Transactions
During September, 1993 the Company's lender, Congress, agreed to provide an
overadvance to the Company of $500,000. In connection therewith, Messrs. A.
Densen, L. Densen and A. Towell obtained a junior participation interest from
Congress by advancing $250,000 of their funds to Congress. $250,000 of this
overadvance was repaid to Congress during fiscal 1994. The balance of $250,000
will be repaid by Congress, at its option, to Messrs. A. Densen, L. Densen and
A. Towell, subject to the availability of funds.
Associates holds a first mortgage on the Company's executive offices and
warehouse facility in the principal amount of $538,544 as of June 30, 1995.
The wives of Alan E. Densen and Anthony P. Towell, executive officers and
directors of the Company, and Herbert Schneiderman, a director of the Company
are members of Associates. During the year ended June 30, 1995, the Company
paid Associates $121,108 in principal and interest on the mortgage.
See note (4) in Item 11(a) with reference to non-qualified options granted to
Messrs. A. Densen, L. Densen and A. Towell.
On January 31, 1995, the Company's board of directors reduced the exercise
price of the 2.3 million outstanding Class A Warrants issued in connection with
the 1994 Public Offering to $1.30 per share. At the same time, the board of
directors also reduced the exercise price to $1.30 per share with regard to the
108,333 warrants ("Associate Warrants") issued to a group of investors,
including the spouses of Alan Densen (16,667 Associate Warrants owned by her)
and Anthony P. Towell (16,667 Associate Warrants owned by her), and to Herbert
Schneiderman (8,333 Associate Warrants owned by him), in connection with a
reduction of indebtedness regarding the Company's premises, 400,000 warrants
purchased by Anthony P. Towell, the Company's Chief Financial Officer, from
Scorpio Partners, L.P. ("Scorpio") ("Towell Warrants"), 40,782 Royce warrants
issued in connection with a 1991 public offering and 8,333 warrants in
connection with a 1991 bridge loan. All these warrants have also been extended
to April 11, 1999. These warrants were all adjusted as indicated so as to
treat them on an equal basis and to provide incentives for them to be
exercised.
The Company had employment agreements with Messrs. A. Densen, A. Towell and L.
Densen, which commenced as of the effective date of the Company's 1994 public
offering in April, 1994. As of July 1, 1995, these executive officers entered
into new agreements. Copies of the new agreements are annexed hereto as
Exhibits 10.8, 10.9 and 10.10, respectively. See Item 10, Executive
Compensation - Employment Agreements with regards to provisions contained in
the employment agreement of Alan E. Densen, the Company's President and CEO.
Similar provisions are contained in each of the employment agreements with
Anthony P. Towell and Lawrence Densen. See also note 8 to the Consolidated
Financial Statements.
On July 10, 1995 the Company terminated its relationship with Lew Lieberbaum
& Co., Inc. ("Lew Lieberbaum"), the Company's underwriter in its 1994 public
offering. Pursuant to an agreement dated July 10, 1995 (the "Underwriting
Agreement"), the Company canceled all of Lew Lieberbaum's rights under the
Underwriting Agreement, including, but not limited to, the right of first
refusal to act on behalf of the
<PAGE>
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Company in future transactions, the cancellation of all Underwriter's
Warrants held by Lew Lieberbaum or its affiliates, their right to
representation on the Company's board of directors and the termination
of any obligation by holders of securities subject to a "lock-up" to
obtain the permission of Lew Lieberbaum prior to sale or other disposition
of said securities. At the same time, Leonard A. Neuhaus and
Sheldon Lieberbaum, who are affiliated with Lew Lieberbaum, resigned as
directors of the Company. In exchange, the Company issued 100,000 shares of
common stock to Lew Lieberbaum and has agreed to register these shares with
the Securities & Exchange Commission by October 31, 1995 or to issue an
additional 50,000 shares and register all of the shares if such registration
statement is not filed by said date.
On April 18, 1995, the Company entered into an agreement with Donald & Co.
Securities Inc. ("Donald") to act as its investment adviser for a term of three
years at a retainer of $3,000 per month. The agreement may be terminated for
cause at any time and after eighteen (18) months by either party upon
forty-five days notice. Donald was also granted a five year warrant to
purchase 125,000 shares exercisable at $1.25 per share, the closing market
price on the date of grant. James Favia, a director of the Company, serves as
a consultant to Donald.
<PAGE>
<PAGE>
PART IV
Item 13. Exhibits and Reports on Form 8-K
(a) The following exhibits are incorporated by reference to the
Company's annual reports on Form 10K for the periods as indicated:
For the year ended June 30, 1991:
(1.1) Standby Underwriting Agreement between Eastco Industrial Safety
Corp. and Royce Investment Group, Inc. dated February 28, 1991.
(4.1) Stock Purchase Warrant dated as of February 28, 1991 in favor of
Royce Investment Group, Inc. (referred to as Exhibit 1.2).
(10.1) Accounts Financing Agreement (Security Agreement), Covenants
Supplement to Accounts Financing Agreement (Security Agreement),
Inventory Loan Agreement and Inventory and Equipment Security
Agreement Supplement to Accounts Financing Agreement (Security
Agreement) executed as of October 1, 1991 with Congress
Financial Corporation. (referred to as Exhibit 10.19)
(22) Subsidiaries of the registrant.
(28.1) Settlement agreement and release with Mount Vernon Fire
Insurance Company dated May, 1991.
(referred to as Exhibit 28.5)
For the year ended June 30, 1992:
(10.2) Modification of Indebtedness Agreement with 130 West 10th Street
Associates, L.P. dated June 30, 1992. (referred to as Exhibit
10.20)
(28.2) Insurance coverage for Puerto Rico Safety Equipment Corporation
for asbestos. (referred to as Exhibit 28.6)
For the year ended June 30, 1993:
(3.1) Articles of Incorporation as amended to date.
(3.2) By-laws as amended to date.
(10.3) Exemption of Puerto Rico Safety Equipment Corporation with
respect to Puerto Rico taxes as amended to date.
(referred to as Exhibit 10.2)
(10.4) Joint Participation Agreement between Congress and Alan E.
Densen dated September 20, 1993. (referred to as Exhibit 10.40)
<PAGE>
<PAGE>
(10.5) Joint Participation Agreement between Congress and Anthony P.
Towell dated September 20, 1993. (referred to as Exhibit 10.41)
(10.6) Joint Participation Agreement between Congress and Lawrence
Densen dated September 20, 1993. (referred to as Exhibit 10.42)
For the year ended June 30, 1994:
(28.3) Letters between L'Abbate & Balkan, counsel for Eastco, and
Wilentz, Goldman & Spitzer, counsel for plaintiffs' attorneys,
dated February 3, 1994 and March 14, 1994, respectively, with
respect to settlement of New York cases. (referred to
as Exhibit 28.7)
The following exhibits are incorporated by reference to the Registration
Statement on Form S-1 (No. 33-74988) as amended, effective April 12, 1994. The
number in parenthesis refers to the exhibit number in the Form S-1:
(4.2) Form of Common Stock Certificate.(4a)
(4.3) Form of Warrant Certificate (Class A Warrant). (4b)
(4.4) Form of Warrant Agency Agreement between the Registrant and
Continental Stock Transfer and Trust Company. (4c)
(10.7) Amended Non-Redeemable Common Stock Purchase Warrant dated
January 31, 1994 (held by Anthony P. Towell and previously
held by Scorpio, the Towell Warrant. (10l)
The following exhibits are annexed hereto:
(4.5) Form of Option Agreement granted as of January 20, 1995 with
Alan E. Densen, Anthony P. Towell and Lawrence Densen.
(10.8) Employment agreement with Alan E. Densen dated as of
July 1, 1995.
(10.9) Employment agreement with Anthony P. Towell dated as of July 1,
1995.
(10.10) Employment agreement with Lawrence Densen dated as of
July 1, 1995.
(10.11) Agreement dated July 10, 1995 between the Company and Lew
Lieberbaum & Co., Inc.
(10.12) Agreement dated April 18, 1995 between the Company and
Donald & Co. Securities Inc.
(10.13) Amendment to Financing Agreement with Congress dated
July 1, 1995.
(11) Computation of Earnings Per Share.
(27) Financial Data Schedule.<PAGE>
<PAGE>
(28.4) Asbestos litigation as of June 30, 1995.
(28.5) Product liability primary insurance coverage for asbestos.
(28.6) Product liability excess insurance coverage for asbestos.
(28.7) Defense and indemnity agreement dated March 26, 1990.
<PAGE>
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
EASTCO INDUSTRIAL SAFETY CORP.
By: /s/ Alan E. Densen Date: 9/19/95
ALAN E. DENSEN
President and Chief Executive Officer
By: /s/ Anthony P. Towell Date: 9/19/95
ANTHONY P. TOWELL
Vice President of Finance, Treasurer and
Chief Financial Officer
In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on
the dates indicated.
By: /s/ Alan E. Densen Date: 9/19/95
ALAN E. DENSEN
Director
By: /s/ Lawrence Densen Date: 9/19/95
LAWRENCE DENSEN
Director
By: /s/ Herbert Schneiderman Date: 9/18/95
HERBERT SCHNEIDERMAN
Director
By: /s/ Martin Fleisher Date: 9/18/95
MARTIN FLEISHER
Director
By: /s/ Anthony P. Towell Date: 9/19/95
ANTHONY P. TOWELL
Director
By: /s/ James A. Favia Date: 9/20/95
JAMES A. FAVIA
Director
<PAGE>
<PAGE>
EASTCO INDUSTRIAL SAFETY CORP.
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
INDEX
Page
Independent Auditors' Report F-2
Consolidated Financial Statements:
Balance Sheet as at June 30, 1995 F-3
Statements of Operations for the Years
Ended June 30, 1995 and June 30, 1994 F-4
Statements of Changes in Shareholders' Equity
for the Years Ended June 30, 1995 and June 30,
1994 F-5
Statements of Cash Flows for the Years Ended
June 30, 1995 and June 30, 1994 F-6-7
Notes to Financial Statements F-8-22
<PAGE>
<PAGE>
Independent Auditors' Report
Board of Directors and Shareholders
Eastco Industrial Safety Corp.
Huntington, New York
We have audited the accompanying consolidated balance sheet of EASTCO
INDUSTRIAL SAFETY CORP. AND SUBSIDIARIES as at June 30, 1995 and the related
consolidated statements of operations, changes in shareholders' equity and cash
flows for each of the two years in the period ended June 30, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such consolidated financial statements present fairly,
in all material respects, the consolidated financial position of Eastco
Industrial Safety Corp. and Subsidiaries as at June 30, 1995 and the results
of their operations and their cash flows for each of the two years in the
period ended June 30, 1995, in conformity with generally accepted accounting
principles.
As discussed in Note 11 to the consolidated financial statements, the
Company is a defendant in various lawsuits, together with a multitude of other
defendants, in actions alleging exposure by plaintiffs to asbestos and products
containing asbestos sold by the Company over unspecified periods of time. The
Company is also a defendant in a non-asbestos related product liability
lawsuit. While the Company has entered into an agreement with its primary
insurance companies which limits its liability with respect to certain asbestos
litigation, the ultimate outcome or range of liability, if any, resulting from
the various lawsuits cannot presently be determined. Accordingly, no provision
for any liability that may result has been made in the accompanying
consolidated financial statements.
/s/ Cornick, Garber & Sandler, LLP
CERTIFIED PUBLIC ACCOUNTANTS
Uniondale, New York
September 8, 1995
F-2
<PAGE>
<PAGE>
EASTCO INDUSTRIAL SAFETY CORP.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AS AT JUNE 30, 1995
ASSETS
Current assets:
Cash and cash equivalents (Note 1) $ 521,210
Accounts receivable $4,202,173
Less allowance for doubtful accounts
(Note 5) 304,000 3,898,173
Inventories (Notes 1, 2 and 5) 4,363,898
Other 481,868
Total current assets 9,265,149
Property, plant and equipment, net (Notes 1, 3,
5 and 6) 1,319,111
Other assets 131,788
T O T A L $10,716,048
LIABILITIES
Current liabilities:
Loans payable (Note 5) $ 4,928,908
Current maturities of long-term debt (Note 6) 48,762
Accounts payable 2,891,043
Accrued expenses 331,907
Total current liabilities 8,200,620
Long-term debt, less current maturities (Note 6) 489,782
Total liabilities 8,690,402
Commitments and contingencies (Notes 9, 10 and 11)
SHAREHOLDERS' EQUITY
(Notes 5, 6 and 7)
Common stock, $.12 par value; authorized
20,000,000 shares; outstanding 3,477,383
shares $ 417,286
Additional paid-in capital 5,848,952
(Deficit) (statement attached) (4,240,592) 2,025,646
T O T A L $10,716,048
The notes to consolidated financial statements are made a part hereof.
F-3
<PAGE>
<PAGE>
EASTCO INDUSTRIAL SAFETY CORP.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended June 30,
1995 1994
Net sales $24,024,897 $20,745,809
Costs and expenses:
Cost of sales (Note 1) 19,254,571 17,372,063
Selling, general and
administrative (Note 1) 4,148,517 4,709,037
Interest (including approximately
$812,000 of debt finance costs
and common stock issued to note
holders in 1994) (Notes 5 and 6) 583,665 1,391,777
Other income (net) (39,793) (15,690)
Total costs and expenses 23,946,960 23,457,187
NET INCOME (LOSS) $ 77,937 $(2,711,378)
Net income (loss) per common share
(Note 1) $.02 $(2.08)
Weighted average number of common
shares outstanding (Note 1) 3,477,383 1,305,846
The notes to consolidated financial statements are made a part hereof.
F-4
<PAGE>
<PAGE>
EASTCO INDUSTRIAL SAFETY CORP.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(NOTES 5, 6 AND 7)
<TABLE>
<CAPTION>
Additional
Common Stock Treasury Stock Paid-in
------------------- --------------- Capital (Deficit) Total
-------- -------- ------- ------ --------- --------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE - JULY 1, 1993 800,310$ 96,037 (167) $ (5,500)$2,150,691 $(1,607,151) $
634,077
Net proceeds of public offering 2,300,000 276,000 3,169,520
3,445,520
Shares issued to Scorpio Partners
to reacquire warrant 87,500 10,500 (10,500)
Shares issued in connection with
bridge loan financing 287,500 34,500 540,500
575,000
Sale of warrant to underwriter 10
10
Retirement of treasury stock (167) (20) 167 5,500 (5,480)
Shares issued for services 2,240 269 4,211
4,480
Net (loss) for the year ended
June 30, 1994 (2,711,378)
(2,711,378)
BALANCE - JUNE 30, 1994 3,477,383 417,286 -- -- 5,848,952 (4,318,529)
1,947,709
Net income for the year ended
June 30, 1995 77,937
77,937
BALANCE - JUNE 30, 1995 3,477,383$417,286 -- $ -- $5,848,952 $(4,240,592)
$ 2,025,646
</TABLE>
The notes to consolidated financial statements are made a part hereof.
F-5
<PAGE>
<PAGE>
EASTCO INDUSTRIAL SAFETY CORP.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended June 30,
INCREASE (DECREASE) IN CASH AND 1995 1994
CASH EQUIVALENTS
Cash flows from operating activities:
Net income (loss) $ 77,937 $(2,711,378)
Adjustments to reconcile results of
operations to net cash effect of
operating activities:
Depreciation and amortization 164,533 172,870
(Reduction of) provision for losses on
accounts receivable (38,655) 138,843
Shares issued in connection with
bridge loan financing 575,000
Shares issued for services 4,480
Net changes in assets and liabilities:
Accounts receivable (430,003) 1,120,727
Inventories (1,197,860) 371,746
Other current assets (37,608) (25,797)
Other assets 20,247 59,107
Accounts payable 401,146 (1,262,624)
Accrued expenses (102,136) 134,982
Deferred compensation (65,000)
Total adjustments (1,220,336) 1,224,334
Net cash used for operating
activities (1,142,399) (1,487,044)
Cash flows from investing activities:
Acquisition of property, plant and
equipment (191,242) (24,658)
(Continued)
F-6
<PAGE>
<PAGE>
EASTCO INDUSTRIAL SAFETY CORP.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
-2-
Year Ended June 30,
1995 1994
Cash flows from financing activities:
Repayments of long-term debt $ (42,426) $ (361,913)
Borrowings under line of credit
agreements 25,789,531 22,159,610
Repayments under line of credit
agreements (24,044,483) (23,363,860)
Net proceeds from public offering
of common stock and warrants 3,445,520
Proceeds from sale of warrants 10
(Decrease) increase in bank
overdrafts (365,277) 149,841
Net cash provided by
financing activities 1,337,345 2,029,208
NET INCREASE IN CASH AND CASH EQUIVALENTS 3,704 517,506
Cash and cash equivalents - July 1 517,506 --
CASH AND CASH EQUIVALENTS - JUNE 30 $ 521,210 $ 517,506
Supplemental disclosure of cash paid
for interest $ 583,665 $ 548,702
Supplemental disclosure of noncash
financing activities:
Repurchase of warrant for
issuance of stock $ -- $ 175,000
The notes to consolidated financial statements are made a part hereof.
F-7
<PAGE>
<PAGE>
EASTCO INDUSTRIAL SAFETY CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED JUNE 30, 1995 AND 1994
NOTE 1 - Summary of Significant Accounting Policies:
Principles of Consolidation:
The consolidated financial statements include the accounts of
Eastco Industrial Safety Corp. and its subsidiaries, all of which
are wholly-owned. All significant intercompany balances and
transactions have been eliminated in consolidation.
Cash:
Cash includes certificates of deposit of approximately $500,000 in
1995 and $475,000 in 1994 which are considered cash equivalents on
the statement of cash flows. At June 30, 1995, a $300,000
certificate has been pledged as collateral for a bank loan to the
extent of such loan (see Note 5).
Inventories:
Inventories are stated at the lower of cost (determined on a
first-in, first-out basis) or market, which represents estimated
net realizable value.
Depreciation and Amortization:
Property, plant and equipment are depreciated on a straight-line
basis over the estimated useful lives of the related assets.
Leasehold improvements are amortized on a straight-line basis over
the shorter of their estimated useful lives or the remaining term
of the lease.
Income Taxes:
In 1987, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 96. Financial Accounting
Standards Statement No. 109 (FASB 109), which superseded FASB 96,
was adopted for the fiscal year ended June 30, 1994. However,
because of the similarity of these two statements as they affect
the Company, the adoption of FASB 109 did not have a material
effect on the consolidated financial statements.
(Continued)
F-8<PAGE>
<PAGE>
EASTCO INDUSTRIAL SAFETY CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED JUNE 30, 1995 AND 1994
NOTE 1 - Summary of Significant Accounting Policies (Continued):
Per Share Amounts:
Earnings and loss per share amounts have been computed utilizing
the weighted average number of common shares outstanding each
year. Such computations do not include common stock equivalents
(Notes 6 and 7) because their inclusion would not be material for
1995 and they were anti-dilutive for 1994.
NOTE 2 - Inventories:
Inventories consist of the following at June 30, 1995:
Raw materials $1,688,881
Work-in-process 440,164
Finished goods 2,234,853
Total $4,363,898
NOTE 3 - Property, Plant and Equipment:
Property, plant and equipment is comprised of the following at June 30,
1995:
Estimated
Useful Life
(Years)
Cost:
Land $ 382,000
Building and leasehold
improvements 827,451 5 - 40
Machinery and equipment 1,160,416 3 - 10
Furniture and fixtures 192,948 7 - 10
Total 2,562,815
Less accumulated depreciation
and amortization 1,243,704
Balance $1,319,111
(Continued)
F-9<PAGE>
<PAGE>
EASTCO INDUSTRIAL SAFETY CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED JUNE 30, 1995 AND 1994
NOTE 4 - Income Taxes:
Effective July 1, 1993, Statement of Financial Accounting Standards No.
109 (SFAS 109) became effective for the Company. The adoption of SFAS 109
had no effect on the financial statements as at June 30, 1994 and for the
year then ended. While SFAS 109 requires the recognition of a deferred
tax asset for the benefit of net operating loss carryforwards, it also
requires the recognition of a valuation allowance when it is more likely
than not that such benefit will not be realized. As a result of the
Company's past history of losses, it has recorded a valuation allowance
of $2,237,000, which equals the net deferred tax asset account at June 30,
1995.
Deferred income taxes at June 30, 1995 relate to the following temporary
differences and carryforwards:
Deferred tax assets:
Net operating loss carryforwards $2,056,000
Allowance for doubtful accounts and credits 124,000
Tax basis adjustments to inventory 60,000
Total 2,240,000
Less deferred tax liability:
Accelerated depreciation of property
and equipment (3,000)
Balance 2,237,000
Less valuation allowance (2,237,000)
Net deferred income taxes after
valuation allowance $ --
(Continued)
F-10<PAGE>
<PAGE>
EASTCO INDUSTRIAL SAFETY CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED JUNE 30, 1995 AND 1994
NOTE 4 - Income Taxes (Continued):
Two wholly-owned Puerto Rico based subsidiaries have been granted
exemptions from paying Puerto Rico income taxes under provisions of the
Puerto Rico Industrial Tax Exemption Act of 1963, provided such sub-
sidiaries continue to meet the terms and conditions of their grants.
One subsidiary's exemption expires June 30, 1999. The subsidiary has
received a 90% exemption from Puerto Rico income taxes and a 75%
exemption from Puerto Rico municipal and property taxes. The second
subsidiary has received a 90% exemption from Puerto Rico income and
property taxes and a 60% exemption from Puerto Rico municipal income
taxes to June 2006. These subsidiaries have elected, pursuant to Section
936 of the Internal Revenue Code, to receive credits equivalent to the
amount of Federal income taxes which would otherwise be due on their
income. The Omnibus Budget Reconciliation Act of 1993 imposes new
limitations on computing the Possession Tax Credit under Section 936 for
tax years beginning after 1993. In addition, the Act makes the 100%
dividends received deduction subject to the Alternative Minimum Tax
calculation.
Dividends, if paid by the Puerto Rico based subsidiaries, are subject to
a withholding tax of 10%; however, no taxes have been provided on their
aggregate undistributed earnings of approximately $2,458,000 at June 30,
1995 because it is management's intention to reinvest such earnings
indefinitely.
(Continued)
F-11<PAGE>
<PAGE>
EASTCO INDUSTRIAL SAFETY CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED JUNE 30, 1995 AND 1994
NOTE 4 - Income Taxes (Continued):
A reconciliation between the expected tax expense at the statutory
federal income tax rate and the Company's actual income tax expense
is as follows:
June 30,
1995 1994
Income tax expense (benefit) at the
statutory rate $ 26,000 $(922,000)
Effect of net operating loss of
Puerto Rican subsidiaries for
which there is no current tax
benefit 106,000
Effect of domestic net operating
loss for which there is no
current tax benefit 816,000
Benefit of utilization of net
operating loss carryforwards (26,000)
Actual income tax expense $ -- $ --
At June 30, 1995, the Company has net operating loss carryforwards of
approximately $5,410,000 for federal income tax purposes. Such
carryforwards expire in 2005 through 2009. As a result of the public
stock offering in April 1994 (Note 7), the amount of the loss
carryforwards which can be utilized to offset future taxable income will
be limited to approximately $380,000 a year, plus any loss carryforwards
incurred after April 19, 1994. However, to the extent such annual
limitation is not utilized in any year, it may be further carried
forward until the carryforward would have otherwise expired.
Accordingly, carryforwards available to be utilized for the year ending
June 30, 1996 approximate $1,584,000.
(Continued) F-12<PAGE>
<PAGE>
EASTCO INDUSTRIAL SAFETY CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED JUNE 30, 1995 AND 1994
NOTE 5 - Loans Payable:
The Company's line of credit agreement, which expires in October 1996,
with Congress Financial Corporation ("Congress") provides for borrowings
up to $5,750,000 with interest payable monthly at 2 1/2% above the prime
rate, plus an unused line fee of 1/4% a year. Borrowings are limited to
80% of eligible accounts receivable and 50% of eligible inventory up to
a maximum inventory of $2,875,000. The loan is subject to certain working
capital and net worth requirements and is collateralized by all assets of
the Company not previously pledged under other loan agreements. The loan
agreement prohibits the payment of dividends by the Company. In September
1993, Congress sold to three individuals, who are officers and directors
of the Company, a $250,000 junior participation in the loans made to the
Company. The Company had an informal agreement with Congress, whereby
Congress agreed to provide the Company an additional $500,000 in borrowing
availability which was repaid at $11,250 a week beginning November 1, 1993
until $250,000 of additional borrowings was repaid. Congress can, at its
option, repurchase the junior participation if the Company has at least
$250,000 in availability under the financing agreement; such participation
has not been repurchased at June 30, 1995. The participants' interest in
the obligations, collateral and collections is subordinated to Congress.
On June 28, 1995, the Company borrowed $100,000 from a bank under a 30 day
note, which is renewable at the bank's option. Interest is payable at 1%
above the prime rate.
In December 1993, the Company received a non-interest bearing loan of
$400,000 from an underwriter as an advance against a $750,000 private
placement bridge loan which was completed in January 1994. Additional
bridge loans of $375,000 and $25,000 were received in March and April
1994, respectively. The loans were repaid in April 1994 on the closing
of a public offering (Note 7). The interest on these loans was at 5% a
year, plus the issuance of $575,000 of the Company's common stock upon the
closing of the public offering. The costs incurred in connection with the
issuance of the notes of approximately $160,000, together with the
$575,000 value of the 287,500 shares of the Company's common stock issued
to the note holders was charged to operations and included with interest
expense during the year ended June 30, 1994.
(Continued) F-13<PAGE>
<PAGE>
EASTCO INDUSTRIAL SAFETY CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED JUNE 30, 1995 AND 1994
NOTE 6 - Long-Term Debt:
Long-term debt at June 30, 1995 consists of a mortgage payable, collater-
alized by land, building, accounts receivable and personal property, with
interest at 14.0%. In June 1992, a group of investors, including the
spouses of certain officers and directors of the Company, acquired the
mortgage on the Company's building with a balance of approximately
$962,000 and $500,000 of subordinated debt from a bank for $650,000. The
group entered into a modification of indebtedness agreement which reduced
the mortgage to $650,000 and forgave the balance, which, after the write
off of related deferred financing costs, resulted in a gain of $722,000
in fiscal 1992. In connection with this transaction, the Company also
issued five-year warrants to acquire 108,333 shares of common stock at
$3.00 a share. In January 1995, the Company reduced the exercise price
to $1.30 and extended the expiration date until April 1999. The mortgage
is payable in monthly installments of $10,092, including interest, with
the remaining balance of approximately $434,000 due in July 1997.
Interest on the mortgage was $78,682 and $84,195 for the years ended June
30, 1995 and 1994, respectively, approximately 31% of which is applicable
to the spouses of the officers and directors of the Company.
In June 1993, the Company borrowed $325,000 from Scorpio Partners L.P.
("Scorpio") in the form of a convertible subordinated note, payable in
June 1997. In connection with the note, the Company also sold to Scorpio
for $25,000 and $15,000, respectively, warrants to purchase 400,000 shares
of the Company's common stock at $2.00 a share and 250,000 shares of
common stock at $3.00 a share.
In January 1994, the Scorpio loan was renegotiated (whereby the first
warrant was purchased by a corporate officer/director and extended to
March 31, 1997 and the second warrant was purchased by the Company and
canceled) in consideration for the issuance of common stock having a total
value of $175,000 on the effective date of a public offering. In April
1994, the Scorpio loan was repaid upon the closing of the public offering.
The $10,500 par value of the shares issued to repurchase the warrants was
charged against additional paid-in capital in the year ended June 30,
1994. The finance costs of approximately $77,000 incurred in connection
with these loans were charged to operations during the year ended June 30,
1994 and are included with interest expense on the statement of operations.
Two partners of Scorpio were officer/directors of the Company from
June 29, 1993 until January 1994 and June 1994. Interest paid on the note
during the year ended June 30, 1994 was $20,346.
(Continued) F-14<PAGE>
<PAGE>
EASTCO INDUSTRIAL SAFETY CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED JUNE 30, 1995 AND 1994
NOTE 7 - Shareholders' Equity:
Common Stock:
In April 1991, the Company sold, pursuant to a rights offering, 480,065
shares of common stock. In this connection, the underwriter was sold a
warrant to purchase 40,782 shares of common stock at $5.33 per share,
which is exercisable until February 28, 1996. The Company also had
borrowed $200,000 with interest at 17% per annum during February 1991 from
five unrelated parties. These loans were repaid out of the proceeds of
the rights offering, including interest. In connection with these loans,
the Company issued warrants to purchase 8,333 shares of common stock,
exercisable at $3.00 per share until May 13, 1996. In January 1995, the
Company reduced the exercise price of the above warrants to $1.30 and
extended their expiration dates until April 1999.
On April 19, 1994, the Company sold in a public offering 2,000,000 units
at $2.00 per unit. Each unit consists of one share of the Company's
common stock and one Class A warrant. Each warrant entitled the holder
to purchase one share of common stock at an exercise price of $2.40 a
share, from April 12, 1995 through April 12, 1999. In January 1995, the
Company reduced the exercise price to $1.30 a share. These warrants are
redeemable by the Company commencing April 12, 1995 at $.10 a warrant,
provided that the high bid price of its stock is at least $1.95 for the
required number of days prior to the Notice of Redemption. The Company
also granted to the underwriter an option to purchase, at the same price,
300,000 units to cover over-allotments. This option was exercised in May
1994. The net proceeds to the Company of these sales were $3,445,520.
Out of these proceeds, the bridge loans (Note 5) of $1,150,000 plus
interest and the Scorpio loan (Note 6) of $325,000 plus interest were
repaid. In addition, the Company sold to the underwriter for $10 an
option, exercisable from April 12, 1995 to April 12, 1999, to purchase
230,000 additional units at $2.90 a unit and entered into a two year
consulting agreement with the underwriter at a total cost of $72,000.
Subsequent to the public offering, two officers of the underwriter became
directors of the Company until their resignations on July 10, 1995 (see
Note 12).
Incentive Stock Option Plans:
Under the Company's 1983 Incentive Stock Option Plan, options could be
granted to June 23, 1993 for a maximum of 56,250 shares of the Company's
common stock. At June 30, 1995, options to purchase 8,654 shares at
$2.67 to $3.00 a share are outstanding; no further options may be granted
under this plan.
(Continued) F-15<PAGE>
<PAGE>
EASTCO INDUSTRIAL SAFETY CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED JUNE 30, 1995 AND 1994
NOTE 7 - Shareholders' Equity (Continued):
Incentive Stock Option Plans (Continued):
The Company's 1992 Incentive Stock Option Plan provides for the granting
of options for 200,000 shares of the Company's common stock to December
20, 2002.
The Company's 1994 Incentive Stock Option Plan provides for the granting
of options for 100,000 shares of the Company's common stock to January
2004.
Options granted under the incentive stock option plans must be exercised
within such period as stated in the plans and, in any event, must be
exercised no later than ten years after the date they are granted. The
plans provide that the exercise price of the options may not be less than
100% of the fair market value of common stock at the date of grant or 110%
in the case of an incentive stock option granted to any employee owning
more than 10% of the voting power of all classes of stock of the Company.
Transactions under the above plans are summarized as follows:
Shares Option Price Per Share
Outstanding - July 1, 1993 265,029 $2.64 to $39.60
Expired (8,250)
Canceled (245,000)* $2.75 to $ 5.13
Outstanding - June 30, 1994 11,779 $2.64 to $ 3.00
Granted 85,000 $1.06
Expired (125)
Outstanding - June 30, 1995 96,654 $1.06 to $3.00
*In connection with the public offering in 1994, holders of incentive
and nonqualified stock options for 254,208 shares at prices of $2.75
to $44.04 a share agreed to the cancellation of their options.
(Continued)
F-16<PAGE>
<PAGE>
EASTCO INDUSTRIAL SAFETY CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED JUNE 30, 1995 AND 1994
NOTE 7 - Shareholders' Equity (Continued):
1995 Stock Options:
On January 20, 1995, the Board of Directors granted to the Company's
president and two vice-presidents ten-year nonqualified options to
purchase 400,000 shares each at $1.06 per share. The options are exercis-
able after five years but may become exercisable sooner upon the Company
achieving pretax earnings targets. Based on the earnings for the year
ended June 30, 1995, options for 600,000 shares are now exercisable;
options for the remaining shares will become exercisable if the Company's
pretax earnings for the year ending June 30, 1996 exceeds the $250,000
target.
Other nonqualified options outstanding at June 30, 1995, under prior
years' grants aggregate 1,083 shares at prices of $3.00 to $44.04 a share.
The following summarizes shares reserved at June 30, 1995 under options
and warrants outstanding:
Price Per
Number Share or Unit
Stock options:
Incentive stock option plans 96,654 $1.06 - $ 3.00
Nonqualified options 1,201,083 $1.06 - $ 3.00
Warrants:
Class A 2,300,000 $1.30
Other 557,448 $1.30
Underwriter's warrants
(comprised of one share
of common stock and one Class
A warrant) (subsequently can-
celled (see Note 12)) 230,000 $2.90
(Continued)
F-17<PAGE>
<PAGE>
EASTCO INDUSTRIAL SAFETY CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED JUNE 30, 1995 AND 1994
NOTE 8 - Commitments and Contingencies:
Rent:
The Company is obligated through August 2003 under several noncancellable
long-term operating leases covering office, factory and warehouse facili-
ties. Minimum annual rentals under these leases are:
Year ending June 30:
1996 $ 109,000
1997 116,000
1998 127,000
1999 137,000
2000 157,000
Thereafter 474,000
Total $1,120,000
Rent expense, including month-to-month rentals, was $219,000 and $221,000
in the fiscal years ended June 30, 1995 and 1994, respectively.
Employment Agreements:
The Company had employment agreements, which commenced as of the effective
date of the April 1994 public offering, with three of its officers. These
agreements provided for combined annual salaries of $247,000. On July 1,
1995, these officers entered into new agreements which provide for the
following:
Officer Period Annual Salary
President (a) 5 years $125,000
Senior Vice-President (b) 5 years $105,000
Vice-President of Finance
and Treasurer (c) 5 years $ 55,000
(Continued)
F-18<PAGE>
<PAGE>
EASTCO INDUSTRIAL SAFETY CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED JUNE 30, 1995 AND 1994
NOTE 8 - Commitments and Contingencies (Continued):
Employment Agreements (Continued):
(a) This officer is entitled to a bonus of 3 1/3% of the Company's
income before taxes and interest.
(b) This officer is entitled to a bonus of 3 1/3% of the Company's
income before taxes and interest and a bonus of 3/4 of 1% of net
sales in excess of $20,500,000.
(c) This officer is entitled to a bonus of 3 1/3% of the Company's
income before taxes and interest.
The above officers are also entitled to annual increases of not less than
10% of the prior year's compensation. In addition, should an unrelated
party obtain more than 20% of the Company's then outstanding stock, other
than by transactions initiated by the Company, the following will occur:
(a) Each will be paid a bonus equal to their minimum base salary for
the next three years.
(b) Each will be repaid their junior participation in loans made to
the Company (see Note 5).
(c) All rights (options, warrants, etc.) will become immediately
vested and exercisable.
NOTE 9 - Profit Sharing Plan:
The Company's qualified profit sharing plan covering all eligible full-
time employees provides for discretionary (i.e., no minimum contributions
are required) contributions as approved by the Company's Board of
Directors. The profit sharing plan includes a 401(k) plan. There were
no contributions made for the fiscal years ended June 30, 1995 and 1994.
(Continued)
F-19<PAGE>
<PAGE>
EASTCO INDUSTRIAL SAFETY CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED JUNE 30, 1995 AND 1994
NOTE 10 - Industry Segmental Information:
The Company operates in two industry segments. The first is the
manufacturing and sale of disposable clothing, industrial protective
clothing and protective products to distributors. The second is the
distribution and sale of industrial protective clothing and protective
products directly to "end users". These segments are summarized as
follows:
1995 Distribution Manufacturing Total
Net sales $ 9,233,456 $14,791,441 $24,024,897
Operating profit $ 156,199 $ 1,666,331 $ 1,822,530
General corporate expenses (1,160,928)
Interest expense (583,665)
Income before provision for
income taxes $ 77,937
Identifiable assets $ 4,291,806 $ 6,424,242 $10,716,048
Capital expenditures $ 27,882 $ 163,360 $ 191,242
Depreciation and amortiza-
tion expense $ 37,462 $ 127,071 $ 164,533
1994
Net sales $ 8,653,738 $12,092,071 $20,745,809
Operating profit $ 80,839 $ 235,564 $ 316,403
General corporate expenses (1,636,004)
Interest expense (1,391,777)
Loss before provision for
income taxes $(2,711,378)
Identifiable assets $ 4,035,140 $ 4,966,616 $ 9,001,756
Capital expenditures $ 13,850 $ 10,808 $ 24,658
Depreciation and amortiza-
tion expense $ 35,620 $ 137,250 $ 172,870
(Continued)
F-20<PAGE>
<PAGE>
EASTCO INDUSTRIAL SAFETY CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED JUNE 30, 1995 AND 1994
NOTE 11 - Litigation:
At June 30, 1995, the Company is a defendant in approximately 250 law-
suits, together with a multitude of other defendants, in actions alleging
exposure by approximately 480 first party plaintiffs to asbestos and
products containing asbestos sold by the Company over unspecified periods
of time.
To June 30, 1995 and since 1981, the Company estimates approximately 830
actions on behalf of approximately 6,400 first party plaintiffs have been
instituted against it concerning asbestos related claims and that claims
of approximately 5,920 plaintiffs have been terminated. The foregoing
numbers assume the consummation of pending settlements. The Company
estimates that with the exception of defense costs, a total of approximately
$1,300,000 has been agreed to in settlements to date with regard
to the terminated actions of which all but $25,000 has been paid by
the Company's insurance carriers. The Company has been notified that for
actions terminated subsequent to June 30, 1995, its ahre of the settlements
made will be approximately $15,000. To June 30, 1995, the Company
has paid less than $40,000 for legal and defense costs to counsel
appointed by the insurance companies to defend it. The Company entered
into an agreement with its primary insurance companies, wherein its
liability is limited to 12% of the cost of the defense liability and 17%
of the settlement claim of certain litigation. The agreement, which is
subject to policy limitations on each insurance policy, may be terminated
at any time upon 90 days notice by any of the parties provided that
termination may not be effective as to any asbestos action that has
already been placed on the trial calendar, unless it has a scheduled
trial date more than 12 months from the date the notice is given. In May
1991, the Company reached an agreement with Mount Vernon Fire Insurance
Company, one of its primary insurance carriers, with respect to its pend-
ing and future asbestos litigation. Mount Vernon agreed to contribute
6.25% to the Company's defense costs and 6.25% to its indemnity costs for
so long a period of time as $100,000 in aggregate has not been paid for
indemnity costs. This agreement applied only during the period Mount
Vernon provided insurance coverage, which is between April 1, 1968 to
April 1, 1969. However, because past results of settlements and defense
costs are not necessarily indicative of future settlements and defense
costs and because, as of this date, management is still unable to fully
ascertain the extent of insurance coverage applicable to asbestos claims
against the Company or the extent to which insurance carriers will
provide coverage, neither management nor counsel is able to predict the
outcome of these matters or the range of any potential liability that
might result. In addition, based on past history, management believes
it is likely that there will be additional asbestos action instituted
against the Company.
(Continued) F-21<PAGE>
<PAGE>
EASTCO INDUSTRIAL SAFETY CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED JUNE 30, 1995 AND 1994
NOTE 11 - Litigation (Continued):
The Company is party to other product liability litigation arising in the
ordinary course of business. After consultation with counsel, the
Company considers that its ultimate liability, if any, after available
insurance coverage, in the majority of these matters, would not have a
material adverse effect upon the Company's financial position. However,
there can be no assurances that the Company's insurance coverage will
adequately cover these cases or whether the Company's insurance will
provide coverage for punitive damages should they be awarded.
NOTE 12 - Subsequent Events:
On July 10, 1995, the Company issued 100,000 shares of common stock to
the underwriter of its 1994 public stock offering in exchange for the
cancellation of all of its rights under the Underwriting Agreement. The
Company has agreed to register these shares with the Securities and
Exchange Commission by October 31, 1995 or to issue an additional 50,000
shares to the underwriter and register all of the shares thereafter.
On July 26, 1995, the Company issued to its investment advisor, which a
new diretor of the Company is a consultant to, a five year warrant to
purchase 125,000 shares of the Company for $1.25 a share.
F-22
EXHIBIT 4.5
OPTION AGREEMENT granted as of the 20th day of January, 1995
between EASTCO INDUSTRIAL SAFETY CORP., a New York corporation with
offices at 130 West 10th Street, Huntington Station, New York 11746
(hereinafter the "Company") (which includes its subsidiaries) and
______________, residing at ____________________________________
(hereinafter the "Optionee").
WHEREAS, the Company has begun to achieve a dramatic turnaround
in its financial condition,
WHEREAS, the Optionee has heretofore taken substantial
reductions in salary, given up options and made numerous sacrifices
in order to achieve such turnaround,
WHEREAS, the Company acknowledges that such financial
turnaround can be traced to the efforts and leadership of the
Optionee,
WHEREAS, the Company desires to restore an option to the
Optionee, but only on the condition that the Company be profitable
for fiscal 1995 and 1996, and
NOW THEREFORE, in consideration of the covenants contained
herein it is agreed as follows:
1. Grant. The Company hereby grants the Optionee
options to purchase up to 400,000 shares of common stock of the
Company, par value $0.12 per share ("Common Stock").
2. Exercise Price. The exercise price of the option
shall be $1.0625 per share (the "Exercise Price"), subject to
adjustment as provided hereunder. The purchase price may be paid
for in whole or in part in any combinatin of the following: cash;
an exchange of stock valued at the average closing price for the
ten (10) day period ending five (5) days prior to the exercise (the
"Closing Price"); and/or by a "Cashless Exercise" in the manner
described herein.
If the Optionee elects to utilize a Cashless Exercise, he shall be
entitled to a credit equal to the amount of that equity by which
the Closing Price exceeds the Exercise Price on that number of
options surrendered and to utilize that credit to exercise additional
options held by him that such equity could purchase. There shall be
canceled that number of options utilized for the credit and for the
options exercised for such credit. For example, if the Optionee has
options to acquire 200,000 shares which are exerciseable, the Closing
Price is $2.0625 per share, the Exercise Price is $1.0625 per share
and the Optionee elects to utilize for a credit options to acquire
100,000 ($100,000), then upon a Cashless Exercise in connection
therewith he shall be entitled to acquire 94,118 shares of Common
Stock in exchange for the options for 100,000 shares of Common Stock
for which a credit has been received and options for 94,118 shares that
have been exercised. The Optionee will still have exercisable options
to acquire 5,882 shares of Common Stock.
It shall be a condition to the obligation of the Company to issue<PAGE>
<PAGE>
shares of Common Stock upon the exercise of an option, that the
Optionee pay to the Company upon its demand, such amount as may be
requested by the Company for the purpose of satisfying any
liability to withhold federal, state, local and foreign income or
other taxes. If the amount requested is not paid, the Company may
refuse to issue shares of Common Stock.
3. Adjustment Provision. In the event that any recapitalization, or
reclassification, split-up, stock dividend or consolidation of shares of Common
Stock shall be affected, or the outstanding shares of Common Stock are,
in connection with a merger or consolidation of the Company or a sale by the
Company of all or a part of its assets, exchanged for a different number or
class of shares of stock or other securities of any other corporation, or
new, different or additional shares or other securities of the
Company or of another corporation are received by the holder of
Common Stock or any distribution is made to the holders of Common
Stock other than a cash dividend, (a) the number and class of
shares or other securities that may be issued or transferred and
(b) the option price shall in each case be proportionately adjusted
as the board of directors of the Company, in the reasonable
exercise of its discretion, determine.
4. Term. The options shall be exercisable for a period of
ten (10) years commencing on January 20, 1995 and shall expire on
January 19, 2005.
5 Exercisability. The options shall not be exercisable for
a period of five (5) years except as follows:
5.1 For the fiscal year ended June 30, 1995, should the
Company attain an audited annual pre-tax income of at least
$50,000, options to purchase up to 200,000 shares of Common Stock
shall then become immediately exercisable.
5.2 For the fiscal year ended June 30, 1996, should the
Company attain an audited annual pre-tax income of at least
$250,000, options to purchase up to 200,000 shares of Common Stock
shall then become immediately exercisable.
5.3 If the Company fails to attain the $50,000 plateau
during the fiscal year ended June 30, 1995, should the Company's
combined pre-tax income for the fiscal years ended June 30, 1995
and 1996 exceed $300,000, then options to purchase up to 4000,000
shares of Common Stock shall then become immediately exercisable.
5.4 Audited annual pre-tax income shall be as determined
in the Company's filing under form 10k or other comparable annual
<PAGE>
<PAGE>
report to be filed with the Securities and Exchange Commission for
the Company or any successor to the Company.
5.5 The option shall only be exercisable by the
Optionee, except in the event of the Optionee's death during the
term of this option grant, a duly authorized representative of the
Optionee's estate may exercise such option.
5.6 The Common Stock issued to the Optionee upon the
exercise of this option is deemed "restricted securities" as the
term is defined under the Securities Act of 1933, as amended (the
"Act"), and may only be sold pursuant to a registration under the
Act, in compliance with Rule 144 under the Act, pursuant to another
exemption therefrom or pursuant to an opinion of counsel satisfactory
to the Employer that registration under the Act is not required.
6. Notices. All notices or demands required or given under
this Option Agreement shall be in writing and sent by registered
mail or certified mail, return receipt requested, to the addresses
hereinabove set forth or to such other addresses as any of the
parties hereto may designate in writing, transmitted by registered
mail or certified mail, return receipt requested, to the other.
7. Severability. The parties agree that if any term or provision
of this Agreement contravenes or is invalid under any federal, state or
local law, this Agreement shall be construed as if it did not contain
the offending term or provision, and the remaining provisions of this
Agreement shall not be affected thereby.
8. Governing Law. This Option Agreement is intended to and
shall be governed in all respects by the laws of the State of New
York, without reference to principles of conflicts of laws.
9. Modifications. This Option Agreement contains the parties
entire understanding with respect to the subject matter hereof and
may not be modified except in writing signed by each of the parties
hereto.
10. Binding Agreement. This Option Agreement shall be
binding upon the heirs, successors and assigns of the parties
hereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.
EASTCO INDUSTRIAL SAFETY CORP.
By:
-------------------------
--------------------------
EXHIBIT 10.8
EASTCO INDUSTRIAL SAFETY CORP.
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT made as of this 1st day of July,
1995 by and between EASTCO INDUSTRIAL SAFETY CORP., a New York
corporation, having an office at 130 West 10th Street, Huntington,
New York 11746 (hereinafter referred to as "Employer") and ALAN E.
DENSEN, an individual residing at 325 Doral Court, Jericho, New
York 11753 (hereinafter referred to as "Employee");
W I T N E S S E T H:
WHEREAS, Employer employs, and desires to continue to
employ, Employee as President; and
WHEREAS, Employee is willing to continue to be employed
as President in the manner provided for herein and to perform the
duties of said position upon the terms and conditions herein set
forth;
NOW, THEREFORE, in consideration of the promises and
mutual covenants herein set forth it is agreed as follows:
1. Employment of President. Employer hereby employs
Employee as President of Employer.
2. Term.
a. Subject to Section 10 below and further subject
to Section 2(b) below, the term of this Agreement shall commence on
July 1, 1995 and end on June 30, 2000. Each 12 month period from
July 1 through June 30 during the term hereof shall be referred to
as an "Annual Period." During the term hereof, Employee shall
devote substantially all of his business time and efforts to
Employer.
b. Subject to Section 10 below, unless the Board
of Directors (the "Board") of Employer shall determine to the
contrary and shall so notify Employee in writing on or before the
end of any Annual Period, then at the end of each Annual Period,
the term of this Agreement shall be automatically extended for one
(1) additional Annual Period to be added at the end of the then
current term of this Agreement.
3. Duties. The Employee shall perform those functions
generally performed by persons of such title and position, shall
attend meetings of the stockholders and the Board, shall perform
any and all related duties and shall have any and all powers as may
be reasonably prescribed by resolution of the Board, and shall be
available to confer and consult with and advise the officers and
directors of Employer at such times that may be required by
Employer upon reasonable notice and subject to Employee's reasonable <PAGE>
<PAGE>
availability. Employee shall report directly and solely to
the Board.
4. Compensation.
a. (i) Employee shall be paid a minimum of
$125,000 through and including June 30, 1996. Employee's salary
shall be increased annually at the beginning of each Annual Period
at the discretion of the Board, but in no event shall said increase
be less than 10% of the minimum compensation paid Employee in the
prior Annual Period. Employee shall be paid periodically in
accordance with the policies of the Employer during the term of
this Agreement, but not less than monthly.
(ii) Employee is eligible for annual bonuses
which shall be equal to 3 % of the Company's earnings before
interest and taxes. Said bonuses shall be paid within 30 days of
the completion of Employer's audited financial statement for each
fiscal year and shall be paid in cash or registered shares of
common stock of Employer, at the option of Employee.
b. Employer shall include Employee, his spouse and
minor children, if any, in its health insurance program available
to Employer's executive officers or such program having greater
benefits available to other Employees of Employer.
c. Employer shall maintain a life, accidental
death and dismemberment insurance policy or policies on Employee
for the benefit of a beneficiary named by Employee in a total
amount not less than $750,000. Ownership of the policy or policies
shall be assigned to Employee upon termination of Employee's
employment under this Agreement without payment of any consideration
by Employee.
d. Employee shall receive $700 per month as an
automobile allowance, plus reimbursement for reasonable operating,
maintenance, insurance and repair expenses.
e. Employer shall institute, and Employee shall be
eligible to participate in, a Senior Management Performance-based
Stock Option Plan to motivate and reward Employee for his role in
improving Employer's earnings and shareholder value.
f. Employee shall be paid a one-time bonus equal
to his total minimum base salary for the next three years if there
is a Change of Control as hereinafter defined, said bonus to be
paid within thirty (30) days thereof.
g. If there is a Change of Control as hereinafter
defined, Employee shall be immediately compensated by Employer for
all amounts (including interest) not yet received by Employee as a
result of his participation in a total of $250,000 of junior
participations with Congress Financial Corporation in loans to the<PAGE>
<PAGE>
Company made during September 1993, without regard to whether such
amount is currently due pursuant to the terms thereof.
h. All Rights as hereinafter defined which may
become exercisable for any reason during the term hereof shall be
paid for (i) in cash, (ii) by the transfer by Employee to Employer
of so much of Employee's Rights which, when valued at the highest
trading price of the underlying securities of Employer during the
previous six months, will offset the total exercise price or (iii)
some combination of (i) and (ii) above, at the option of Employee.
i. Employee shall have the right to participate in
any other employee benefit plans established by Employer.
5. Board of Directors. Employer agrees that so long as
this Agreement is in effect, Employee shall be nominated to the
Board as part of management's slate of Directors.
6. Expenses. Employee shall be reimbursed for all of
his actual out-of-pocket expenses incurred in the performance of
his duties hereunder, provided such expenses are acceptable to
Employer, which approval shall not be unreasonably withheld, for
business related travel and entertainment expenses, and that
Employee shall submit to Employer reasonably detailed receipts with
respect thereto.
7. Vacation. Employee shall be entitled to receive six
(6) weeks paid vacation time after each year of employment upon
dates reasonably agreed upon by Employer. Upon each anniversary of
this agreement and upon separation of employment, for any reason,
vacation time accrued and not used shall be paid at the salary rate
of Employee in effect at that time.
8. Secrecy. At no time shall Employee disclose to
anyone any confidential or secret information (not already
constituting information available to the public) concerning (a)
internal affairs or proprietary business operations of Employer or
(b) any trade secrets, new product developments or patents,
especially unique processes or methods.
9. Covenant Not to Compete. Subject to, and limited
by, Section 11(b), Employee will not, at any time, anywhere in the
world, during the term of this Agreement, and for one (1) year
thereafter, either directly or indirectly, engage in, with or for
any enterprise, institution, whether or not for profit, business,
or company, competitive with the business (as identified herein) of
Employer as such business may be conducted on the date thereof, as
a creditor, guarantor, or financial backer, stockholder, director,
officer, consultant, advisor, employee, member, inventor, or
otherwise of or through any corporation, partnership, association,
sole proprietorship or other entity; provided, that an investment
by Employee, his spouse or his children is permitted if such
investment is not more than five percent (5%) of the total debt or
equity capital of any such competitive enterprise or business and
further provided that said competitive enterprise or business is a<PAGE>
<PAGE>
publicly held entity whose stock is listed and traded on a national
stock exchange or through the Nasdaq Stock Market. As used in this
Agreement, the business of Employer shall be deemed to include the
manufacture and distribution of industrial protective clothing and
safety products.
10. Termination.
a. Termination by Employer
(i) Employer may terminate this Agreement
upon written notice for Cause. For purposes hereof, "Cause" shall
mean (A) engaging by the Employee in conduct that constitutes
activity in competition with Employer; (B) the conviction of
Employee for the commission of a felony; and/or (C) the habitual
abuse of alcohol or controlled substances. Notwithstanding
anything to the contrary in this Section 10(a)(i), Employer may not
terminate Employee's employment under this Agreement for Cause
unless Employee shall have first received notice from the Board
advising Employee of the specific acts or omissions alleged to
constitute Cause, and such acts or omissions continue after
Employee shall have had a reasonable opportunity (at least 10 days
from the date Employee receives the notice from the Board) to
correct the acts or omissions so complained of. In no event shall
alleged incompetence of Employee in the performance of Employee's
duties be deemed grounds for termination for Cause.
(ii) Employer may terminate Employee's
employment under this Agreement if, as a result of any physical or
mental disability, Employee shall fail or be unable to perform his
duties under this Agreement for any consecutive period of 120 days
during any twelve-month period. If Employee's employment is
terminated under this Section 10(a)(ii): (A) for the first six
months after termination, Employee shall be paid 100% of his full
compensation under Section 4(a) of this Agreement at the rate in
effect on the date of termination, and in each successive 12 month
period thereafter Employee shall be paid an amount equal to 65% of
his compensation under Section 4(a) of this agreement at the rate
in effect on the date of termination, on an after-tax basis, which
obligation Employer may fulfill in whole or in part by purchasing
disability insurance coverage; (B) Employer's obligation to pay
life insurance premiums on the policy referred to in Section 4(c)
shall continue in effect until five years from the date of
termination; and (C) Employee shall continue to be entitled,
insofar as is permitted under applicable insurance policies or
plans, to such general medical and employee benefit plans (including
profit sharing or pension plans) as Employee had been entitled
to on the date of termination. Employer shall purchase disability
insurance for the benefit of Employee and any amounts payable by
Employer to Employee under this paragraph shall be reduced by the
amount of any disability payments paid by said insurance and
actually received by Employee.
(iii) This agreement automatically shall
terminate upon the death of Employee, except that Employee's estate<PAGE>
<PAGE>
shall be entitled to receive the pro-rata amount payable under any
profit sharing plans Employer may institute for the period prior to
Employee's death and any other amount to which Employee was
entitled at the time of his death and Employee's salary and all
health, insurance and other benefits applicable to Employee's
family shall continue for 12 months from the date of Employee's
death. In addition upon the death of Employee all Rights, as
hereinafter defined, shall become vested, accelerate and become
immediately exercisable for one year at 50% of their stated
exercise price which may be paid for as described in Section 4.h.,
above.
b. Termination by Employee
(i) Employee shall have the right to terminate
his employment under this Agreement upon 30 days' notice to Company
given within 90 days following the occurrence of any of the
following events (A) through (F) or within three (3) years
following the occurrence of event (G):
(A) Employee is not elected or retained
as President and a Director of Employer.
(B) Employer acts to materially reduce
Employee's duties and responsibilities hereunder.
(C) Employer acts to change the geographic location
of the performance of Employee's duties from the
New York Metropolitan area. For purposes of this Agreement, the
New York Metropolitan area shall be deemed to be the area within 30
road miles of Employer's present offices.
(D) a Material Reduction (as hereinafter
defined) in Employee's rate of base compensation, or Employee's
other benefits. "Material Reduction" shall mean a ten percent
(10%) differential;
(E) a failure by Employer to obtain the
assumption of this Agreement by any successor;
(F) a material breach of this Agreement
by Employer, which is not cured within thirty (30) days of written
notice by Employee of such breach.
(G) a "Change of Control" by which a
person (other than a person who is an officer and a Director of
Employer on the effective date hereof), including a "group" as
defined in Section 13(d)(3) of the Securities Exchange Act of 1934,
becomes, or obtains the right to become, the beneficial owner of
Employer securities having 20% or more of the combined voting power
of the then outstanding securities of the Employer that may be cast
for the election of directors of the Employer (other than as a
result of an issuance of securities initiated by the Employer in
the ordinary course of business) or the composition of the Board of<PAGE>
<PAGE>
Employer changes so that officers of Employer no longer hold a
majority of the seats; or
(ii) Anything herein to the contrary
notwithstanding, Employee may terminate this Agreement upon thirty (30)
days written notice.
c. If Employer shall terminate Employee's
employment other than due to his death or disability or for Cause
(as defined in Section 10(a)(i) of this Agreement), or if Employee
shall terminate this Agreement under Section 10(b)(i), Employer's
obligations under Section 4 shall be absolute and unconditional and
not subject to any offset or counterclaim and Employee shall
continue to be entitled to receive all amounts provided for by
Section 4 and all additional employee benefits under Section 4
regardless of the amount of compensation he may earn with respect
to any other employment he may obtain.
11. Consequences of Breach by Employer; Employment
Termination.
a. If this Agreement is terminated pursuant to
Section 10(b)(i)(A)-(F) hereof, or if Employer shall terminate
Employee's employment under this Agreement in any way that is a
breach of this Agreement by Employer, the following shall apply:
(i) Employee shall receive as a bonus, and in
addition to his salary continuation pursuant to Section 10(c), a
cash payment equal to Employee's total base salary plus projected
expenses and bonuses for the remainder of the term hereof, payable
within 30 days of the date of such termination.
(ii) Employee shall be entitled to payment of
any previously declared bonus as provided in Section 4 above.
(iii) All stock options, warrants and
stock appreciation rights ("Rights") granted by Employer to
Employee under any plan or otherwise prior to the date of
termination shall become vested, accelerate and become immediately
exercisable; where relevant at an exercise price of $0.10 per share.
In the event Employee owns or is entitled to receive any
unregistered securities of Employer, then Employer shall use its best
efforts to affect the registration of all such securities as soon
as practicable, but no later than 120 days after the effective date
of termination registration statement; provided, however, that such
period may be extended or delayed by Employer for one period of up
to 60 days if, upon the advice of counsel at the time such
registration is required to be filed, or at the time Employer is
required to exercise its best efforts to cause such registration
statement to become effective, such delay is advisable and in the
best interests of Employer because of the existence of non-public
material information, or to allow Employer to complete any pending
audit of its financial statements.
<PAGE>
<PAGE>
b. In the event of termination of Employee's
employment by Employer, other than pursuant to Section 10(a) of
this Agreement, or by Employee pursuant to Section 10(b)(i) of this
Agreement, or in the event Employer delays for more than 15 days
the making of any payment hereunder, without in any way excusing
Employer's obligations under this Agreement, the provisions of
Section 9 shall not apply to Employee.
12. Remedies
Employer recognizes that because of Employee's
special talents, stature and opportunities in the industry, in the
event of termination by Employer hereunder (except under Section
10(a)(i) or (iii), or in the event of termination by Employee under
Section 10(b)(i) before the end of the agreed term, Company
acknowledges and agrees that the provisions of this Agreement
regarding further payments of base salary, bonuses and the
exercisability of stock options, warrants and stock appreciation
rights constitute fair and reasonable provisions for the
consequences of such termination, do not constitute a penalty, and such
payments and benefits shall not be limited or reduced by amounts
Employee might earn or be able to earn from any other employment of
ventures during the remainder of the agreed term of this Agreement.
13. Excise Tax. In the event that any payment or
benefit received or to be received by Employee in connection with
a termination of his employment with Employer would constitute a
"parachute payment" within the meaning of Code Section 280G or any
similar or successor provision to 280G and/or would be subject to
any excise tax imposed by Code Section 4999 of the Code or any
similar or successor provision then Employer shall assume all
liability for the payment of any such tax and Employer shall
immediately reimburse Employee on a "grossed-up" basis for any
income taxes attributable to Employee by reason of such Employer
payment and reimbursements.
14. Arbitration. Any controversies between Employer
and Employee involving the construction or application of any of
the terms, provisions or conditions of this Agreement, save and
except for any breaches arising out of Sections 8 and 9 hereof,
shall on the written request of either party served on the other by
submitted to arbitration. Such arbitration shall comply with and
be governed by the rules of the American Arbitration Association.
An arbitration demand must be made within one (1) year of the date
on which the party demanding arbitration first had notice of the
existence of the claim to be arbitrated, or the right to
arbitration along with such claim shall be considered to have been waived.
An arbitrator shall be selected according to the procedures of the
American Arbitration Association. the cost of arbitration shall be
born by the losing party or in such proportions as the arbitrator
shall decide. The arbitrator shall have no authority to add to,
subtract from or otherwise modify the provisions of this Agreement,
or to award punitive damages to either party.
<PAGE>
<PAGE>
15. Attorneys' Fees and Costs. If any action at law or
in equity is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to reasonable
attorney's fees, costs and necessary disbursements in addition to
any other relief to which he may be entitled.
16. Entire Agreement; Survival.
a. This Agreement contains the entire agreement
between the parties with respect to the transactions contemplated
herein and supersedes, as of the effective date hereof any prior
agreement or understanding between Employer and Employee with
respect to Employee's employment by Employer. The unenforceability
of any provision of this Agreement shall not effect the
enforceability of any other provision. This Agreement may not be amended
except by an agreement in writing signed by the Employee and the
Employer, or any waiver, change, discharge or modification as
sought. Waiver of or failure to exercise any rights provided by
this Agreement and in any respect shall not be deemed a waiver of
any further or future rights.
b. The provisions of Sections 4, 8, 9, 10(a)(ii),
10(c), 11, 12, 13, 14, 15, 18, 19 and 20 shall survive the
termination of this Agreement.
17. Assignment. This Agreement shall not be assigned
to other parties, but shall be binding upon any purported
successors and assigns of Employer.
18. Governing Law. This Agreement and all the amendments
hereof, and waivers and consents with respect thereto shall
be governed by the internal laws of the state of New York, without
regard to the conflicts laws principles thereof.
19. Notices. All notices, responses, demands or other
communications under this Agreement shall be in writing and shall
be deemed to have been given when
a. delivered by hand;
b. sent be telex or telefax, (with receipt
confirmed), provided that a copy is mailed by registered or
certified mail, return receipt requested; or
c. received by the addressee as sent be express
delivery service (receipt requested) in each case to the
appropriate addresses, telex numbers and telefax numbers as the party may
designate to itself by notice to the other parties:
(i) if to the Employer:
Eastco Industrial Safety Corp.
130 West 10th Street
Huntington, New York 11746
Attention: President<PAGE>
<PAGE>
Telephone: 516-427-1802
Telefax: 516-427-1840
Gersten, Savage, Kaplowitz & Curtin
575 Lexington Avenue
27th Floor
New York, New York 10022
Attention: Jay M. Kaplowitz, Esq.
Telephone: 212-752-9700
Telefax: 212-980-5192
(ii) if to the Employee:
Alan E. Densen
14 Ormond Park Road
Brookville, New York 11545
20. Severability of Agreement. Should any part of this
Agreement for any reason be declared invalid by a court of
competent jurisdiction, such decision shall not affect the validity
of any remaining portion, which remaining provisions shall remain
in full force and effect as if this Agreement had been executed
with the invalid portion thereof eliminated, and it is hereby
declared the intention of the parties that they would have executed
the remaining portions of this Agreement without including any such
part, parts or portions which may, for any reason, be hereafter
declared invalid.
IN WITNESS WHEREOF, the undersigned have executed this
agreement as of the day and year first above written.
EASTCO INDUSTRIAL SAFETY CORP.
By:/s/ Anthony P. Towell
-----------------------
Its: Vice President
/s/ Alan E. Densen
-----------------------
ALAN E. DENSEN
eastco\employ-2.agr #3
EXHIBIT 10.9
EASTCO INDUSTRIAL SAFETY CORP.
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT made as of this 1st day of July,
1995 by and between EASTCO INDUSTRIAL SAFETY CORP., a New York
corporation, having an office at 130 West 10th Street, Huntington,
New York 11746 (hereinafter referred to as "Employer") and ANTHONY
P. TOWELL, an individual residing at 301 Centre Island Road, Oyster
Bay, New York 11771 (hereinafter referred to as "Employee");
W I T N E S S E T H:
WHEREAS, Employer employs, and desires to continue to
employ, Employee as Vice-President - Finance, Treasurer, Chief
Financial Officer and Secretary; and
WHEREAS, Employee is willing to continue to be employed
as Vice-President -Finance, Treasurer, Chief Financial Officer and
Secretary in the manner provided for herein and to perform the
duties of said position upon the terms and conditions herein set
forth;
NOW, THEREFORE, in consideration of the promises and
mutual covenants herein set forth it is agreed as follows:
1. Employment of Vice-President - Finance, Treasurer,
Chief Financial Officer and Secretary. Employer hereby employs
Employee as Vice-President - Finance, Treasurer, Chief Financial
Officer and Secretary of Employer.
2. Term.
a. Subject to Section 10 below and further subject
to Section 2(b) below, the term of this Agreement shall commence on
July 1, 1995 and end on June 30, 2000. Each 12 month period from
July 1 through June 30 during the term hereof shall be referred to
as an "Annual Period." It is understood that Employee shall be
employed on a part-time basis.
b. Subject to Section 10 below, unless the Board
of Directors (the "Board") of Employer shall determine to the
contrary and shall so notify Employee in writing on or before the
end of any Annual Period, then at the end of each Annual Period,
the term of this Agreement shall be automatically extended for one
(1) additional Annual Period to be added at the end of the then
current term of this Agreement.
3. Duties. The Employee shall perform those functions
generally performed by persons of such title and position, shall
attend meetings of the stockholders and the Board, shall perform
any and all related duties and shall have any and all powers as may<PAGE>
<PAGE>
be reasonably prescribed by resolution of the Board, and shall be
available to confer and consult with and advise the officers and
directors of Employer at such times that may be required by
Employer upon reasonable notice and subject to Employee's
reasonable availability. Employee shall report directly and solely to
the President.
4. Compensation.
a. (i) Employee shall be paid a minimum of
$55,000 through and including June 30, 1996. Employee's salary
shall be increased annually at the beginning of each Annual Period
at the discretion of the Board, but in no event shall said increase
be less than 10% of the minimum compensation paid Employee in the
prior Annual Period. Employee shall be paid periodically in
accordance with the policies of the Employer during the term of
this Agreement, but not less than monthly.
(ii) Employee is eligible for annual bonuses
which shall be equal to 3 % of the Company's earnings before
interest and taxes. Said bonuses shall be paid within 30 days of
the completion of Employer's audited financial statement for each
fiscal year and shall be paid in cash or registered shares of
common stock of Employer, at the option of Employee.
b. Employer shall include Employee, his spouse and
minor children, if any, in its health insurance program available
to Employer's executive officers or such program having greater
benefits available to other employees of employer.
c. Employer shall maintain a life, accidental
death and dismemberment insurance policy or policies on Employee
for the benefit of a beneficiary named by Employee in a total
amount not less than $750,000. Ownership of the policy or policies
shall be assigned to Employee upon termination of Employee's
employment under this Agreement without payment of any consideration by
Employee.
d. Employee shall receive $700 per month as an
automobile allowance, plus reimbursement for reasonable operating,
maintenance, insurance and repair expenses.
e. Employer shall institute, and Employee shall be
eligible to participate in, a Senior Management Performance-based
Stock Option Plan to motivate and reward Employee for his role in
improving Employer's earnings and shareholder value.
f. Employee shall be paid a one-time bonus equal
to his total minimum base salary for the next three years if there
is a Change of Control as hereinafter defined, said bonus to be
paid within thirty (30) days thereof.
g. If there is a Change of Control as hereinafter
defined, Employee shall be immediately compensated by Employer for
all amounts (including interest) not yet received by Employee as a<PAGE>
<PAGE>
result of his participation in a total of $250,000 of junior
participations with Congress Financial Corporation in loans to the
Company made during September 1993 without regard to whether such
amount is currently due pursuant to the terms thereof.
h. All Rights as hereinafter defined which may
become exercisable for any reason during the term hereof shall be
paid for (i) in cash, (ii) by the transfer by Employee to Employer
of so much of Employee's Rights which, when valued at the highest
trading price of the underlying securities of Employer during the
previous six months, will offset the total exercise price or (iii)
some combination of (i) and (ii) above, at the option of Employee.
i. Employee shall have the right to participate in
any other employee benefit plans established by Employer.
5. Board of Directors. Employer agrees that so long as
this Agreement is in effect, Employee shall be nominated to the
Board as part of management's slate of Directors.
6. Expenses. Employee shall be reimbursed for all of
his actual out-of-pocket expenses incurred in the performance of
his duties hereunder, provided such expenses are acceptable to
Employer, which approval shall not be unreasonably withheld, for
business related travel and entertainment expenses, and that
Employee shall submit to Employer reasonably detailed receipts with
respect thereto.
7. Vacation. Employee shall be entitled to receive six
(6) weeks paid vacation time after each year of employment upon
dates reasonably agreed upon by Employer. Upon each anniversary of
this agreement and upon separation of employment, for any reason,
vacation time accrued and not used shall be paid at the salary rate
of Employee in effect at that time.
8. Secrecy. At no time shall Employee disclose to
anyone any confidential or secret information (not already
constituting information available to the public) concerning (a)
internal affairs or proprietary business operations of Employer or
(b) any trade secrets, new product developments or patents,
especially unique processes or methods.
9. Covenant Not to Compete. Subject to, and limited
by, Section 11(b), Employee will not, at any time, anywhere in the
world, during the term of this Agreement, and for one (1) year
thereafter, either directly or indirectly, engage in, with or for
any enterprise, institution, whether or not for profit, business,
or company, competitive with the business (as identified herein) of
Employer as such business may be conducted on the date thereof, as
a creditor, guarantor, or financial backer, stockholder, director,
officer, consultant, advisor, employee, member, inventor, or
otherwise of or through any corporation, partnership, association,
sole proprietorship or other entity; provided, that an investment
by Employee, his spouse or his children is permitted if such
<PAGE>
investment is not more than five percent (5%) of the total debt or
equity capital of any such competitive enterprise or business and
further provided that said competitive enterprise or business is a
publicly held entity whose stock is listed and traded on a national
stock exchange or through the Nasdaq Stock Market. As used in this
Agreement, the business of Employer shall be deemed to include the
manufacture and distribution of industrial protective clothing and
safety products.
10. Termination.
a. Termination by Employer
(i) Employer may terminate this Agreement upon
written notice for Cause. For purposes hereof, "Cause" shall mean
(A) engaging by the Employee in conduct that constitutes activity
in competition with Employer; (B) the conviction of Employee for
the commission of a felony; and/or (C) the habitual abuse of
alcohol or controlled substances. Notwithstanding anything to the
contrary in this Section 10(a)(i), Employer may not terminate
Employee's employment under this Agreement for Cause unless
Employee shall have first received notice from the Board advising
Employee of the specific acts or omissions alleged to constitute
Cause, and such acts or omissions continue after Employee shall
have had a reasonable opportunity (at least 10 days from the date
Employee receives the notice from the Board) to correct the acts or
omissions so complained of. In no event shall alleged incompetence
of Employee in the performance of Employee's duties be deemed
grounds for termination for Cause.
(ii) Employer may terminate Employee's
employment under this Agreement if, as a result of any physical or
mental disability, Employee shall fail or be unable to perform his
duties under this Agreement for any consecutive period of 120 days
during any twelve-month period. If Employee's employment is
terminated under this Section 10(a)(ii): (A) for the first six
months after termination, Employee shall be paid 100% of his full
compensation under Section 4(a) of this Agreement at the rate in
effect on the date of termination, and in each successive 12 month
period thereafter Employee shall be paid an amount equal to 65% of
his compensation under Section 4(a) of this agreement at the rate
in effect on the date of termination, on an after-tax basis, which
obligation Employer may fulfill in whole or in part by purchasing
disability insurance coverage; (B) Employer's obligation to pay
life insurance premiums on the policy referred to in Section 4(c)
shall continue in effect until five years from the date of
termination; and (C) Employee shall continue to be entitled,
insofar as is permitted under applicable insurance policies or
plans, to such general medical and employee benefit plans
(including profit sharing or pension plans) as Employee had been entitled
to on the date of termination. Employer shall purchase disability
insurance for the benefit of Employee and any amounts payable by
Employer to Employee under this paragraph shall be reduced by the
amount of any disability payments paid by said insurance and
actually received by Employee. <PAGE>
<PAGE>
(iii) This agreement automatically shall
terminate upon the death of Employee, except that Employee's estate
shall be entitled to receive the pro-rata amount payable under any
profit sharing plans Employer may institute for the period prior to
Employee's death and any other amount to which Employee was
entitled at the time of his death, and Employee's salary and all
health, insurance and other benefits applicable to Employee's
family shall continue for 12 months from the date of Employee's
death. In addition upon the death of Employee all Rights, as
hereinafter defined, shall become vested, accelerate and become
immediately exercisable for one year at 50% of their stated
exercise price which may be paid for as described in Section 4.h.,
above.
b. Termination by Employee
(i) Employee shall have the right to terminate
his employment under this Agreement upon 30 days' notice to Company
given within 90 days following the occurrence of any of the
following events (A) through (F) or within three (3) years
following the occurrence of event (G):
(A) Employee is not elected or retained
as Vice-President - Finance, Treasurer, Chief Financial Officer and
Secretary and a Director of Employer.
(B) Employer acts to materially reduce
Employee's duties and responsibilities hereunder.
(C) Employer acts to change the
geographic location of the performance of Employee's duties from the
New York Metropolitan area. For purposes of this Agreement, the
New York Metropolitan area shall be deemed to be the area within 30
road miles of Employer's present offices.
(D) a Material Reduction (as hereinafter
defined) in Employee's rate of base compensation, or Employee's
other benefits. "Material Reduction" shall mean a ten percent
(10%) differential;
(E) a failure by Employer to obtain the
assumption of this Agreement by any successor;
(F) a material breach of this Agreement
by Employer, which is not cured within thirty (30) days of written
notice by Employee of such breach.
(G) a "Change of Control" by which a
person (other than a person who is an officer and a Director of
Employer on the effective date hereof), including a "group" as
defined in Section 13(d)(3) of the Securities Exchange Act of 1934,
becomes, or obtains the right to become, the beneficial owner of
Employer securities having 20% or more of the combined voting power
of the then outstanding securities of the Employer that may be cast
for the election of directors of the Employer (other than as a<PAGE>
<PAGE>
result of an issuance of securities initiated by the Employer in
the ordinary course of business) or the composition of the Board of
Employer changes so that officers of Employer no longer hold a
majority of the seats; or
(ii) Anything herein to the contrary
notwithstanding, Employee may terminate this Agreement upon thirty (30)
days written notice.
c. If Employer shall terminate Employee's
employment other than due to his death or disability or for Cause
(as defined in Section 10(a)(i) of this Agreement), or if Employee
shall terminate this Agreement under Section 10(b)(i), Employer's
obligations under Section 4 shall be absolute and unconditional and
not subject to any offset or counterclaim and Employee shall
continue to be entitled to receive all amounts provided for by
Section 4 and all additional employee benefits under Section 4
regardless of the amount of compensation he may earn with respect
to any other employment he may obtain.
11. Consequences of Breach by Employer; Employment
Termination.
a. If this Agreement is terminated pursuant to
Section 10(b)(i)(A)-(F) hereof, or if Employer shall terminate
Employee's employment under this Agreement in any way that is a
breach of this Agreement by Employer, the following shall apply:
(i) Employee shall receive as a bonus, and in
addition to his salary continuation pursuant to Section 10(c), a
cash payment equal to Employee's total base salary plus projected
expenses and bonuses for the remainder of the term hereof, payable
within 30 days of the date of such termination.
(ii) Employee shall be entitled to payment of
any previously declared bonus as provided in Section 4 above.
(iii) All stock options, warrants and stock
appreciation rights ("Rights") granted by Employer to Employee
under any plan or otherwise prior to the date of termination shall
become vested, accelerate and become immediately exercisable; where
relevant at an exercise price of $0.10 per share. In the event
Employee owns or is entitled to receive any unregistered securities
of Employer, then Employer shall use its best efforts to affect the
registration of all such securities as soon as practicable, but no
later than 120 days after the effective date of termination
registration statement; provided, however, that such period may be
extended or delayed by Employer for one period of up to 60 days if,
upon the advice of counsel at the time such registration is
required to be filed, or at the time Employer is required to
exercise its best efforts to cause such registration statement to
become effective, such delay is advisable and in the best interests
of Employer because of the existence of non-public material
information, or to allow Employer to complete any pending audit of
its financial statements.<PAGE>
<PAGE>
b. In the event of termination of Employee's
employment by Employer, other than pursuant to Section 10(a) of
this Agreement, or by Employee pursuant to Section 10(b)(i) of this
Agreement, or in the event Employer delays for more than 15 days
the making of any payment hereunder, without in any way excusing
Employer's obligations under this Agreement, the provisions of
Section 9 shall not apply to Employee.
12. Remedies
Employer recognizes that because of Employee's
special talents, stature and opportunities in the industry, in the
event of termination by Employer hereunder (except under Section
10(a)(i) or (iii), or in the event of termination by Employee under
Section 10(b)(i) before the end of the agreed term, Company
acknowledges and agrees that the provisions of this Agreement
regarding further payments of base salary, bonuses and the
exercisability of stock options, warrants and stock appreciation
rights constitute fair and reasonable provisions for the
consequences of such termination, do not constitute a penalty, and such
payments and benefits shall not be limited or reduced by amounts
Employee might earn or be able to earn from any other employment of
ventures during the remainder of the agreed term of this Agreement.
13. Excise Tax. In the event that any payment or
benefit received or to be received by Employee in connection with
a termination of his employment with Employer would constitute a
"parachute payment" within the meaning of Code Section 280G or any
similar or successor provision to 280G and/or would be subject to
any excise tax imposed by Code Section 4999 of the Code or any
similar or successor provision then Employer shall assume all
liability for the payment of any such tax and Employer shall
immediately reimburse Employee on a "grossed-up" basis for any
income taxes attributable to Employee by reason of such Employer
payment and reimbursements.
14. Arbitration. Any controversies between Employer
and Employee involving the construction or application of any of
the terms, provisions or conditions of this Agreement, save and
except for any breaches arising out of Sections 8 and 9 hereof,
shall on the written request of either party served on the other by
submitted to arbitration. Such arbitration shall comply with and
be governed by the rules of the American Arbitration Association.
An arbitration demand must be made within one (1) year of the date
on which the party demanding arbitration first had notice of the
existence of the claim to be arbitrated, or the right to
arbitration along with such claim shall be considered to have been waived.
An arbitrator shall be selected according to the procedures of the
American Arbitration Association. the cost of arbitration shall be
born by the losing party or in such proportions as the arbitrator
shall decide. The arbitrator shall have no authority to add to,
subtract from or otherwise modify the provisions of this Agreement,
or to award punitive damages to either party.
<PAGE>
<PAGE>
15. Attorneys' Fees and Costs. If any action at law or
in equity is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to reasonable
attorney's fees, costs and necessary disbursements in addition to
any other relief to which he may be entitled.
16. Entire Agreement; Survival.
a. This Agreement contains the entire agreement
between the parties with respect to the transactions contemplated
herein and supersedes, as of the effective date hereof any prior
agreement or understanding between Employer and Employee with
respect to Employee's employment by Employer. The unenforceability
of any provision of this Agreement shall not effect the
enforceability of any other provision. This Agreement may not be amended
except by an agreement in writing signed by the Employee and the
Employer, or any waiver, change, discharge or modification as
sought. Waiver of or failure to exercise any rights provided by
this Agreement and in any respect shall not be deemed a waiver of
any further or future rights.
b. The provisions of Sections 4, 8, 9, 10(a)(ii),
10(c), 11, 12, 13, 14, 15, 18, 19 and 20 shall survive the
termination of this Agreement.
17. Assignment. This Agreement shall not be assigned
to other parties, but shall be binding upon any purported successors
and assigns of Employer.
18. Governing Law. This Agreement and all the
amendments hereof, and waivers and consents with respect thereto shall
be governed by the internal laws of the state of New York, without
regard to the conflicts laws principles thereof.
19. Notices. All notices, responses, demands or other
communications under this Agreement shall be in writing and shall
be deemed to have been given when
a. delivered by hand;
b. sent be telex or telefax, (with receipt
confirmed), provided that a copy is mailed by registered or
certified mail, return receipt requested; or
c. received by the addressee as sent be express
delivery service (receipt requested) in each case to the appropriate addresses,
telex numbers and telefax numbers as the party may
designate to itself by notice to the other parties:
(i) if to the Employer:
Eastco Industrial Safety Corp.
130 West 10th Street
Huntington, New York 11746
Attention: President<PAGE>
<PAGE>
Telephone: 516-427-1802
Telefax: 516-427-1840
Gersten, Savage, Kaplowitz & Curtin
575 Lexington Avenue
27th Floor
New York, New York 10022
Attention: Jay M. Kaplowitz, Esq.
Telephone: 212-752-9700
Telefax: 212-980-5192
(ii) if to the Employee:
Anthony P. Towell
1468 Ridge Road
Laurel Hollow
Syosset, New York 11791
20. Severability of Agreement. Should any part of this
Agreement for any reason be declared invalid by a court of
competent jurisdiction, such decision shall not affect the validity
of any remaining portion, which remaining provisions shall remain
in full force and effect as if this Agreement had been executed
with the invalid portion thereof eliminated, and it is hereby
declared the intention of the parties that they would have executed
the remaining portions of this Agreement without including any such
part, parts or portions which may, for any reason, be hereafter
declared invalid.
IN WITNESS WHEREOF, the undersigned have executed this
agreement as of the day and year first above written.
EASTCO INDUSTRIAL SAFETY CORP.
By:/s/ Alan E. Densen
----------------------
Its: President
/s/ Anthony P. Towell
----------------------
ANTHONY P. TOWELL
eastco\employ.agr #3
EXHIBIT 10.10
EASTCO INDUSTRIAL SAFETY CORP.
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT made as of this 1st day of July,
1995 by and between EASTCO INDUSTRIAL SAFETY CORP., a New York
corporation, having an office at 130 West 10th Street, Huntington,
New York 11746 (hereinafter referred to as "Employer") and LAWRENCE
DENSEN, an individual residing at 3 Hyanis Court, Mt. Sinai, New
York 11766 (hereinafter referred to as "Employee");
W I T N E S S E T H:
WHEREAS, Employer employs, and desires to continue to
employ, Employee as Senior Vice-President; and
WHEREAS, Employee is willing to continue to be employed
as Senior Vice-President in the manner provided for herein and to
perform the duties of said position upon the terms and conditions
herein set forth;
NOW, THEREFORE, in consideration of the promises and
mutual covenants herein set forth it is agreed as follows:
1. Employment of Senior Vice-President. Employer
hereby employs Employee as Senior Vice-President.
2. Term.
a. Subject to Section 10 below and further subject
to Section 2(b) below, the term of this Agreement shall commence on
July 1, 1995 and end on June 30, 2000. Each 12 month period from
July 1 through June 30 during the term hereof shall be referred to
as an "Annual Period." During the term hereof, Employee shall
devote substantially all of his business time and efforts to
Employer.
b. Subject to Section 10 below, unless the Board
of Directors (the "Board") of Employer shall determine to the
contrary and shall so notify Employee in writing on or before the
end of any Annual Period, then at the end of each Annual Period,
the term of this Agreement shall be automatically extended for one
(1) additional Annual Period to be added at the end of the then
current term of this Agreement.
3. Duties. The Employee shall perform those functions
generally performed by persons of such title and position, shall
attend meetings of the stockholders and the Board, shall perform
any and all related duties and shall have any and all powers as may
be reasonably prescribed by resolution of the Board, and shall be
available to confer and consult with and advise the officers and<PAGE>
<PAGE>
directors of Employer at such times that may be required by
Employer upon reasonable notice and subject to Employee's
reasonable availability. Employee shall report directly and solely to
the President.
4. Compensation.
a. (i) Employee shall be paid a minimum of
$105,000 through and including June 30, 1996. Employee's salary
shall be increased annually at the beginning of each Annual Period
at the discretion of the Board, but in no event shall said increase
be less than 10% of the minimum compensation paid Employee in the
prior Annual Period. Employee shall be paid periodically in
accordance with the policies of the Employer during the term of
this Agreement, but not less than monthly.
(ii) Employee is eligible for annual bonuses
which shall be equal to 3 % of the Company's earnings before
interest and taxes plus 0.75% of the Company's revenues in excess
of $20.5 million. Said bonuses shall be paid within 30 days of the
completion of Employer's audited financial statement for each
fiscal year and shall be paid in cash or registered shares of
common stock of Employer, at the option of Employee.
b. Employer shall include Employee, his spouse and
minor children, if any, in its health insurance program available
to Employer's executive officers or such program having greater
benefits available to other Employees of Employer.
c. Employer shall maintain a life, accidental
death and dismemberment insurance policy or policies on Employee
for the benefit of a beneficiary named by Employee in a total
amount not less than $750,000. Ownership of the policy or policies
shall be assigned to Employee upon termination of Employee's
employment under this Agreement without payment of any
consideration by Employee.
d. Employee shall receive $700 per month as an
automobile allowance, plus reimbursement for reasonable operating,
maintenance, insurance and repair expenses.
e. Employer shall institute, and Employee shall be
eligible to participate in, a Senior Management Performance-based
Stock Option Plan to motivate and reward Employee for his role in
improving Employer's earnings and shareholder value.
f. Employee shall be paid a one-time bonus equal
to his total minimum base salary for the next three years if there
is a Change of Control as hereinafter defined, said bonus to be
paid within thirty (30) days thereof.
g. If there is a Change of Control as hereinafter
defined, Employee shall be immediately compensated by Employer for
all amounts (including interest) not yet received by Employee as a
result of his participation in a total of $250,000 of junior<PAGE>
<PAGE>
participations with Congress Financial Corporation in loans to the
Company made during September 1993 without regard to whether such
amount is currently due pursuant to the terms thereof.
h. All Rights as hereinafter defined which
may become exercisable for any reason during the term hereof shall
be paid for (i) in cash, (ii) by the transfer by Employee to
Employer of so much of Employee's Rights which, when valued at the
highest trading price of the underlying securities of Employer
during the previous six months, will offset the total exercise
price or (iii) some combination of (i) and (ii) above, at the
option of Employee.
i. Employee shall have the right to
participate in any other employee benefit plans established by Employer.
5. Board of Directors. Employer agrees that so long as
this Agreement is in effect, Employee shall be nominated to the
Board as part of management's slate of Directors.
6. Expenses. Employee shall be reimbursed for all of
his actual out-of-pocket expenses incurred in the performance of
his duties hereunder, provided such expenses are acceptable to
Employer, which approval shall not be unreasonably withheld, for
business related travel and entertainment expenses, and that
Employee shall submit to Employer reasonably detailed receipts with
respect thereto.
7. Vacation. Employee shall be entitled to receive six
(6) weeks paid vacation time after each year of employment upon
dates reasonably agreed upon by Employer. Upon each anniversary of
this agreement and upon separation of employment, for any reason,
vacation time accrued and not used shall be paid at the salary rate
of Employee in effect at that time.
8. Secrecy. At no time shall Employee disclose to
anyone any confidential or secret information (not already
constituting information available to the public) concerning (a)
internal affairs or proprietary business operations of Employer or
(b) any trade secrets, new product developments or patents,
especially unique processes or methods.
9. Covenant Not to Compete. Subject to, and limited
by, Section 11(b), Employee will not, at any time, anywhere in the
world, during the term of this Agreement, and for one (1) year
thereafter, either directly or indirectly, engage in, with or for
any enterprise, institution, whether or not for profit, business,
or company, competitive with the business (as identified herein) of
Employer as such business may be conducted on the date thereof, as
a creditor, guarantor, or financial backer, stockholder, director,
officer, consultant, advisor, employee, member, inventor, or
otherwise of or through any corporation, partnership, association,
sole proprietorship or other entity; provided, that an investment
by Employee, his spouse or his children is permitted if such<PAGE>
<PAGE>
investment is not more than five percent (5%) of the total debt or
equity capital of any such competitive enterprise or business and
further provided that said competitive enterprise or business is a
publicly held entity whose stock is listed and traded on a national
stock exchange or through the Nasdaq Stock Market. As used in this
Agreement, the business of Employer shall be deemed to include the
manufacture and distribution of industrial protective clothing and
safety products.
10. Termination.
a. Termination by Employer
(i) Employer may terminate this Agreement
upon written notice for Cause. For purposes hereof, "Cause" shall
mean (A) engaging by the Employee in conduct that constitutes
activity in competition with Employer; (B) the conviction of
Employee for the commission of a felony; and/or (C) the habitual
abuse of alcohol or controlled substances. Notwithstanding
anything to the contrary in this Section 10(a)(i), Employer may not
terminate Employee's employment under this Agreement for Cause
unless Employee shall have first received notice from the Board
advising Employee of the specific acts or omissions alleged to
constitute Cause, and such acts or omissions continue after
Employee shall have had a reasonable opportunity (at least 10 days
from the date Employee receives the notice from the Board) to
correct the acts or omissions so complained of. In no event shall
alleged incompetence of Employee in the performance of Employee's
duties be deemed grounds for termination for Cause.
(ii) Employer may terminate Employee's
employment under this Agreement if, as a result of any physical or
mental disability, Employee shall fail or be unable to perform his
duties under this Agreement for any consecutive period of 120 days
during any twelve-month period. If Employee's employment is
terminated under this Section 10(a)(ii): (A) for the first six
months after termination, Employee shall be paid 100% of his full
compensation under Section 4(a) of this Agreement at the rate in
effect on the date of termination, and in each successive 12 month
period thereafter Employee shall be paid an amount equal to 65% of
his compensation under Section 4(a) of this agreement at the rate
in effect on the date of termination, on an after-tax basis, which
obligation Employer may fulfill in whole or in part by purchasing
disability insurance coverage; (B) Employer's obligation to pay
life insurance premiums on the policy referred to in Section 4(c)
shall continue in effect until five years from the date of
termination; and (C) Employee shall continue to be entitled,
insofar as is permitted under applicable insurance policies or
plans, to such general medical and employee benefit plans
(including profit sharing or pension plans) as Employee had been entitled
to on the date of termination. Employer shall purchase disability
insurance for the benefit of Employee and any amounts payable by
Employer to Employee under this paragraph shall be reduced by the
amount of any disability payments paid by said insurance and
actually received by Employee. <PAGE>
<PAGE>
(iii) This agreement automatically shall
terminate upon the death of Employee, except that Employee's estate
shall be entitled to receive the pro-rata amount payable under any
profit sharing plans Employer may institute for the period prior to
Employee's death and any other amount to which Employee was
entitled at the time of his death, and Employee's salary and all
health, insurance and other benefits applicable to Employee's
family shall continue for 12 months from the date of Employee's
death. In addition upon the death of Employee all Rights, as
hereinafter defined, shall become vested, accelerate and become
immediately exercisable for one year at 50% of their stated
exercise price which may be paid for as described in Section 4.h.,
above.
b. Termination by Employee
(i) Employee shall have the right to terminate
his employment under this Agreement upon 30 days' notice to Company
given within 90 days following the occurrence of any of the
following events (A) through (F) or within three (3) years
following the occurrence of event (G):
(A) Employee is not elected or retained
as Senior Vice-President and a Director of Employer.
(B) Employer acts to materially reduce
Employee's duties and responsibilities hereunder.
(C) Employer acts to change the geographic
location of the performance of Employee's duties from the
New York Metropolitan area. For purposes of this Agreement, the
New York Metropolitan area shall be deemed to be the area within 30
road miles of Employer's present offices.
(D) a Material Reduction (as hereinafter
defined) in Employee's rate of base compensation, or Employee's
other benefits. "Material Reduction" shall mean a ten percent
(10%) differential;
(E) a failure by Employer to obtain the
assumption of this Agreement by any successor;
(F) a material breach of this Agreement
by Employer, which is not cured within thirty (30) days of written
notice by Employee of such breach.
(G) a "Change of Control" by which a
person (other than a person who is an officer and a Director of
Employer on the effective date hereof), including a "group" as
defined in Section 13(d)(3) of the Securities Exchange Act of 1934,
becomes, or obtains the right to become, the beneficial owner of
Employer securities having 20% or more of the combined voting power
of the then outstanding securities of the Employer that may be cast
for the election of directors of the Employer (other than as a
result of an issuance of securities initiated by the Employer in<PAGE>
<PAGE>
the ordinary course of business) or the composition of the Board of
Employer changes so that officers of Employer no longer hold a
majority of the seats; or
(ii) Anything herein to the contrary
notwithstanding, Employee may terminate this Agreement upon thirty (30)
days written notice.
c. If Employer shall terminate Employee's
employment other than due to his death or disability or for Cause
(as defined in Section 10(a)(i) of this Agreement), or if Employee
shall terminate this Agreement under Section 10(b)(i), Employer's
obligations under Section 4 shall be absolute and unconditional and
not subject to any offset or counterclaim and Employee shall
continue to be entitled to receive all amounts provided for by
Section 4 and all additional employee benefits under Section 4
regardless of the amount of compensation he may earn with respect
to any other employment he may obtain.
11. Consequences of Breach by Employer; Employment
Termination.
a. If this Agreement is terminated pursuant to
Section 10(b)(i)(A)-(F) hereof, or if Employer shall terminate
Employee's employment under this Agreement in any way that is a
breach of this Agreement by Employer, the following shall apply:
(i) Employee shall receive as a bonus, and in
addition to his salary continuation pursuant to Section 10(c), a
cash payment equal to Employee's total base salary plus projected
expenses and bonuses for the remainder of the term hereof, payable
within 30 days of the date of such termination.
(ii) Employee shall be entitled to payment of
any previously declared bonus as provided in Section 4 above.
(iii) All stock options, warrants and
stock appreciation rights ("Rights") granted by Employer to
Employee under any plan or otherwise prior to the date of
termination shall become vested, accelerate and become immediately
exercisable; where relevant at an exercise price of $0.10 per share.
In the event Employee owns or is entitled to receive any
unregistered securities of Employer, then Employer shall use its best
efforts to affect the registration of all such securities as soon
as practicable, but no later than 120 days after the effective date
of termination registration statement; provided, however, that such
period may be extended or delayed by Employer for one period of up
to 60 days if, upon the advice of counsel at the time such
registration is required to be filed, or at the time Employer is
required to exercise its best efforts to cause such registration
statement to become effective, such delay is advisable and in the
best interests of Employer because of the existence of non-public
material information, or to allow Employer to complete any pending
audit of its financial statements.<PAGE>
<PAGE>
b. In the event of termination of Employee's
employment by Employer, other than pursuant to Section 10(a) of
this Agreement, or by Employee pursuant to Section 10(b)(i) of this
Agreement, or in the event Employer delays for more than 15 days
the making of any payment hereunder, without in any way excusing
Employer's obligations under this Agreement, the provisions of
Section 9 shall not apply to Employee.
12. Remedies
Employer recognizes that because of Employee's
special talents, stature and opportunities in the industry, in the
event of termination by Employer hereunder (except under Section
10(a)(i) or (iii), or in the event of termination by Employee under
Section 10(b)(i) before the end of the agreed term, Company
acknowledges and agrees that the provisions of this Agreement
regarding further payments of base salary, bonuses and the
exercisability of stock options, warrants and stock appreciation
rights constitute fair and reasonable provisions for the
consequences of such termination, do not constitute a penalty, and such
payments and benefits shall not be limited or reduced by amounts
Employee might earn or be able to earn from any other employment of
ventures during the remainder of the agreed term of this Agreement.
13. Excise Tax. In the event that any payment or
benefit received or to be received by Employee in connection with
a termination of his employment with Employer would constitute a
"parachute payment" within the meaning of Code Section 280G or any
similar or successor provision to 280G and/or would be subject to
any excise tax imposed by Code Section 4999 of the Code or any
similar or successor provision then Employer shall assume all
liability for the payment of any such tax and Employer shall
immediately reimburse Employee on a "grossed-up" basis for any
income taxes attributable to Employee by reason of such Employer
payment and reimbursements.
14. Arbitration. Any controversies between Employer
and Employee involving the construction or application of any of
the terms, provisions or conditions of this Agreement, save and
except for any breaches arising out of Sections 8 and 9 hereof,
shall on the written request of either party served on the other by
submitted to arbitration. Such arbitration shall comply with and
be governed by the rules of the American Arbitration Association.
An arbitration demand must be made within one (1) year of the date
on which the party demanding arbitration first had notice of the
existence of the claim to be arbitrated, or the right to arbitration
along with such claim shall be considered to have been waived.
An arbitrator shall be selected according to the procedures of the
American Arbitration Association. the cost of arbitration shall be
born by the losing party or in such proportions as the arbitrator
shall decide. The arbitrator shall have no authority to add to,
subtract from or otherwise modify the provisions of this Agreement,
or to award punitive damages to either party.
<PAGE>
<PAGE>
15. Attorneys' Fees and Costs. If any action at law or
in equity is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to reasonable
attorney's fees, costs and necessary disbursements in addition to
any other relief to which he may be entitled.
16. Entire Agreement; Survival.
a. This Agreement contains the entire agreement
between the parties with respect to the transactions contemplated
herein and supersedes, as of the effective date hereof any prior
agreement or understanding between Employer and Employee with
respect to Employee's employment by Employer. The unenforceability
of any provision of this Agreement shall not effect the
enforceability of any other provision. This Agreement may not be amended
except by an agreement in writing signed by the Employee and the
Employer, or any waiver, change, discharge or modification as
sought. Waiver of or failure to exercise any rights provided by
this Agreement and in any respect shall not be deemed a waiver of
any further or future rights.
b. The provisions of Sections 4, 8, 9, 10(a)(ii),
10(c), 11, 12, 13, 14, 15, 18, 19 and 20 shall survive the
termination of this Agreement.
17. Assignment. This Agreement shall not be assigned
to other parties, but shall be binding upon any purported
successors and assigns of Employer.
18. Governing Law. This Agreement and all the
amendments hereof, and waivers and consents with respect thereto shall
be governed by the internal laws of the state of New York, without
regard to the conflicts laws principles thereof.
19. Notices. All notices, responses, demands or other
communications under this Agreement shall be in writing and shall
be deemed to have been given when
a. delivered by hand;
b. sent be telex or telefax, (with receipt
confirmed), provided that a copy is mailed by registered or
certified mail, return receipt requested; or
c. received by the addressee as sent be express
delivery service (receipt requested) in each case to the
appropriate addresses, telex numbers and telefax numbers as the party may
designate to itself by notice to the other parties:
(i) if to the Employer:
Eastco Industrial Safety Corp.
130 West 10th Street
Huntington, New York 11746
Attention: President<PAGE>
<PAGE>
Telephone: 516-427-1802
Telefax: 516-427-1840
Gersten, Savage, Kaplowitz & Curtin
575 Lexington Avenue
27th Floor
New York, New York 10022
Attention: Jay M. Kaplowitz, Esq.
Telephone: 212-752-9700
Telefax: 212-980-5192
(ii) if to the Employee:
Lawrence Densen
3 Hyannis Court
Mt. Sinai, New York 11766
20. Severability of Agreement. Should any part of this
Agreement for any reason be declared invalid by a court of
competent jurisdiction, such decision shall not affect the validity
of any remaining portion, which remaining provisions shall remain
in full force and effect as if this Agreement had been executed
with the invalid portion thereof eliminated, and it is hereby
declared the intention of the parties that they would have executed
the remaining portions of this Agreement without including any such
part, parts or portions which may, for any reason, be hereafter
declared invalid.
IN WITNESS WHEREOF, the undersigned have executed this
agreement as of the day and year first above written.
EASTCO INDUSTRIAL SAFETY CORP.
By:/s/ Anthony P. Towell
--------------------------
Its: Vice President
/s/ Lawrence Densen
--------------------------
LAWRENCE DENSEN
eastco\employ-3.agr #3
EXHIBIT 10.11
EASTCO INDUSTRIAL SAFETY CORP.
130 West 10th Street
Huntington, New York 11746
July 10, 1995
Mr. Leonard A. Neuhaus
Lew Lieberbaum & Co., Inc.
600 Old Country Road
Garden City, New York 11530
Dear Mr. Neuhaus:
I am writing to confirm our agreement concerning the termination of the
relationship between Lew Lieberbaum & Co., Inc. ("Lew
Lieberbaum") and Eastco Industrial Safety Corp. ("Eastco").
Eastco immediately will issue to Lew Lieberbaum 100,000 shares
of its common stock ($0.12 par value) and will register said stock
with the Securities and Exchange Commission at no cost to Lew
Lieberbaum through a Registration Statement to be filed by October
31, 1995. Should the Registration Statement not be filed by that
date, Eastco will issue Lew Lieberbaum an additional 50,000 shares
of said common stock and will register all 150,000 shares as soon
as practicable.
Lew Lieberbaum, in consideration thereof, agrees to forego and
cancel all of its rights under the Underwriting Agreement between
us dated April 12, 1994 and in connection with the bridge loans
provided to Eastco in January, March and April, 1994; including,
but not limited to:
(1) The termination of Lew Lieberbaum's right of first
refusal to act on behalf of Eastco in future transactions;
(2) The cancellation of all Underwriter's Warrants presently
held by Lew Lieberbaum or its affiliates, which shall be
returned to Eastco upon receipt by Lew Lieberbaum of the
100,000 shares referred to above;
(3) The registration of Messrs. Neuhaus and Lieberbaum from
the Eastco board and the acknowledgment by Lew Lieberbaum
that it shall have no further right to representation on
Eastco's board, but (i) Lew Lieberbaum shall have the
right to have an observer attend meetings of the board
through April 30, 1997 and (ii) the board shall appoint
two additional non-management directors to the board
pending the next meeting of shareholders, at which time
it shall nominate two additional non-management directors
for election;<PAGE>
<PAGE>
(4) The termination of any obligation by holders of securities subject to
a "lock-up" to obtain the permission of
Lew Lieberbaum prior to sale or other disposition of said
securities.
If the above correctly sets forth your understanding of our
agreement, please sign both of the enclosed copies of this letter
and return one of them to me with the executed directors' resignation also
enclosed.
Very truly yours,
/s/ Alan E. Densen - President
------------------------------
AGREED AND ACCEPTED AS OF THE DATE ABOVE:
LEW LIEBERBAUM & CO., INC.
By:/s/ Leonard A. Neuhaus
----------------------
Its: Chief Operating Officer
<PAGE>
<PAGE>
LEW LIEBERBAUM & CO., INC.
600 Old Country Road
Garden City, New York 11530
July 10, 1995
The Board of Directors
Eastco Industrial Safety Corp.
130 West 10th Street
Huntington, New York 11746
Gentlemen:
Pursuant to our agreement of today, the undersigned hereby
resign as directors of Eastco Industrial Safety Corp., effective as
of the date hereof.
Yours very truly,
/s/ Sheldon Lieberbaum
-----------------------
Sheldon Lieberbaum
/s/ Leonard A. Neuhaus
-----------------------
Leonard A. Neuhaus
EXHIBIT 10.12
DONALD & CO. SECURITIES INC.
Park Avenue Tower
65 East 55th Street, New York, N.Y. 10022
April 18, 1995
Mr. Anthony P. Towell
Chief Executive Officer
Eastco Industrial Safety Corp.
130 West 10th Street
Huntington, NY 11746
Re: Engagement Letter for Investment Banking Services
Dear Mr. Towell:
We are pleased to set forth the terms of the retention of
Donald & Co. Securities, Inc. ("Donald & Co.") by Eastco Industrial
Safety Corp. (the "Company") pursuant to which Donald & Co. will
serve as the Investment Bankers to the Company, and provide
services as set forth below.
1. Services:
(a) General and Other Services:
1) Overall Strategic Planning (Short and Long Term
Strategies).
2) Capital requirements studies and placement, if
deemed necessary and appropriate (equity and/or
debt).
3) Investor relations coordination.
4) Research reports, if deemed appropriate.
5) Advisors to Management and the Board of Directors.
(b) Assist in Merger and Acquisition transactions:
1) Strategic Acquisition Planning.
2) Identify target acquisitions.
3) Work with management in the due diligence process.
4) Work with legal counsel on transaction structures
and issues.
5) Work with the Company's accounting firm on financial and
accounting matters relating to a transaction.
6) Search for Strategic partners, if deemed appropriate.
(c) Make a market for the Company's publicly traded securities.
<PAGE>
<PAGE>
2. Fees:
A. For Services provided in paragraphs 1(a) and (b) above.
1) The Company shall pay to Donald & Co. a retainer of
$3,000 per month for a period of three (3) years.
2) Subject to the approval of the Board of Directors,
as further compensation for the services provided,
Donald & Co. shall receive warrants to purchase One
Hundred Twenty Five Thousand Shares of the Company's
common stock at a price of One Dollar and
Twenty Five cents ($1.25). The term of the warrants
shall be for a period of five (5) years from
the date of this Agreement.
3) Subject to the approval of the Board of Directors,
Donald & Co. shall be granted, with respect to any
and all shares underlying the warrants (the "Shares")
of common stock of the Company issued to
Donald & Co. hereunder, a continuing right, for a
period of three (3) years from the date of issuance
of such Shares of common stock, to "piggyback" such
Shares in any appropriate registration statement by
which the Company registers its securities.
Furthermore, one (1) right to demand registration
of such Shares under the Securities Act of 1933, as
amended, commencing two (2) years from the date of
execution of this Agreement. Such demand
registration right shall continue for a period of
three (3) years.
B. For Services provided as Placement Agency for the
company.
1) Upon completion of any financing, whereby Donald &
Co. acted as Placement Agent, the Company agrees to
pay, or cause to be paid to Donald & Co. a success
fee to be negotiated at the time of the financing.
C. For services provided as Merger and Acquisitions
Advisors.
1) The Company shall pay a fee to Donald & Co. equal
to three (3%) percent of the total consideration
paid for any acquisition commenced during the term
of this Agreement for which Donald & Co.
participated in the identification of the
acquisition or merger candidate, or joint venture
or other business combination candidate (the
"Acquisition Candidate"). For completed
transactions which Donald & Co. did not participate
in the identification of the Acquisition Candidate,
however structured and negotiated the Acquisition
Candidate, then said fee shall be reduced to two<PAGE>
<PAGE>
(2%) percent of the total Consideration paid. Said
fee shall be exclusive of any other fees due Donald
& Co. pursuant to paragraphs 2. (A) and (B), above.
2) Such fees shall be earned if Donald & Co.
participates in the consummating a transaction
within eighteen (18) months from the date Donald &
Co. last provided services relative to the Company.
3. Expenses:
The Company shall reimburse Donald & Co. within fifteen (15)
days of invoice for any and all out-of-pocket expenses that
directly relate to the services as described herein. Any
expenses greater than $1,000 shall require previous written
approval.
4. Indemnification:
In conjunction with Donald & Co's services hereunder, the
Company agrees to indemnify and hold harmless Donald & Co. and
its directors, partners, officers, and employees from and
against any and all loses, claims, damages, liabilities,
fines, judgements or amounts paid in settlement (or in regards
of any actions, proceedings or investigations) which arise our
of or are based upon Donald & Co.'s engagement hereunder or
any activities in connection herewith. Any conduct which is
grossly negligent or which constitutes intentional misconduct
is specifically excluded from this provision. The company
will promptly reimburse Donald & Co. and any other person
indemnified hereunder for all legal and other expenses, as
incurred, in connection with investigating, defending, or
otherwise handling of such loss, claim, damage, liability,
fine, judgement, settlement, action, investigation or
proceeding. The provisions of this Paragraph 4 shall survive
the termination of this Agreement.
Donald & Co. shall have a three (3) year right from the date
of execution of this agreement to representation on the
Company's Board of Directors, and as such, to elect at least
one (1) Director.
5. Termination
Either party may terminate its engagement hereunder: (i) for
cause at any time; (ii) for any reason effective forty-five
(45) days after written notice of termination, however, in no
event shall the Company have the right to terminate this
Agreement, other than for cause, prior to eighteen (18)
months. Notwithstanding termination, the Company's obligation
shall continue as to all unpaid fees, and unreimbursed
expenses still owing under Section 2, 3, and 5 herein.
6. This agreement shall be construed under the laws of the State
of New York.<PAGE>
<PAGE>
If this letter is consistent with our understanding, please
sign both copies of this letter and return one copy to me. It
is a great pleasure to be working with you.
DONALD & CO. SECURITIES, INC.
By: /s/ Stephen A. Blum
---------------------
Stephen A. Blum, President
ACCEPTED & AGREED TO:
EASTCO INDUSTRIAL SAFETY
CORP.
By: /s/ Anthony P. Towell By: /s/ Alan E. Densen
--------------------- -------------------
Anthony P. Towell, Chief Alan E. Densen, President
Financial Officer
19 April 95 19 April 95
Date Date
By: /s/ Lawrence Densen
-----------------------------
Lawrence Densen, Vice President
19 April 95
Date
EXHIBIT 10.13
AMENDMENT NO. 3 TO FINANCING AGREEMENTS
July 1, 1995
Congress Financial Corporation
1133 Avenue of the Americas
New York, New York 10036
Gentlemen:
Congress Financial Corporation ("Congress") and Eastco
Industrial Safety Corp. ("Borrower"), have entered into certain
financing arrangements pursuant to the Accounts Financing Agreement
[Security Agreement], dated as of October 1, 1991, between Congress
and Borrower, as amended pursuant to the Amendment to Financing
Agreements dated June 29, 1993 and Amendment No. 2 to Financing
Agreements dated September 30, 1994 (as the same is amended hereby
and may hereafter be further amended, modified, supplemented,
extended, renewed, restated or replaced, the "Accounts Agreement")
and the other agreements, documents and instruments at any time
executed and/or delivered in connection therewith or related
thereto (all of the foregoing, together with the Accounts
Agreement, as the same now exist or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced,
collectively, the "Financing Agreements").
Borrower has requested certain amendments to the Financing
Agreements and Congress is willing to agree to such amendments,
subject to the terms and conditions contained herein. By this
Amendment, Congress and Borrower desire and intend to evidence such
amendments.
In consideration of the foregoing, and the respective
agreements and covenants contained herein, the parties hereto agree
as follows:
1. Maximum Credit. Section 1.7 of the Accounts Agreement is
hereby deleted in its entirety and the following substituted
therefor:
"1.7 "Maximum Credit" shall mean the amount
of $ 5,750,000."
<PAGE>
<PAGE>
2. Inventory Sublimit. Paragraph 3 of a certain Letter re:
Inventory Loans, dated as of October 1, 1991, by Borrower in favor
of Congress, is hereby deleted in its entirety and the following
substituted therefor:
"3. Except in your sole discretion, the
outstanding aggregate principal amount of
loans by you to us hereunder shall not exceed,
at any time, the lower of (a) the aggregate
amount of the above percentages of Value of
Eligible Inventory or (b) $2,875,000."
3. Fee. In consideration of the amendments set forth herein,
Borrower shall, on the date hereof, pay to Congress, or Congress at
its option may charge the account of Borrower maintained by
Congress, an amendment fee in the amount of $7,500.
4. Conditions Precedent. The effectiveness of the other
terms and provisions contained herein shall be subject to the
satisfaction of each of the following condition precedents:
(a) no Event of Default shall have occurred and be
continuing and no event shall have occurred or condition be
existing and continuing which, with notice or passage of time or
both, would constitute an Event of Default; and
(b) the receipt by Congress of an original of this
Amendment, duly authorized, executed and delivered by Borrower,
Puerto Rico Safety Equipment Corporation, Puerto Rico Safety
Corporation, Disposable Safety Wear Inc. and Safety Wear Corp.
5. Effect of this Amendment. Except as specifically modified
pursuant hereto, no other changes or modifications to the Financing
Agreement are intended or implied and in all other respects the
Financing Agreements are hereby specifically ratified, restated and
confirmed by all parties hereto as of the effective date hereof.
To the extent of any conflict between the terms of this Amendment
and the other Financing Agreements, the terms of this Amendment
shall control.
6. Further Assurances. The parties hereto shall execute and
deliver such additional documents and take such additional action
as may be requested by Congress to effectuate the provisions and
purposes of this Amendment.
7. Governing Law. The validity, construction and effect of
this Agreement shall be governed by the laws of the State of New
York.
8. Binding Effect. This Amendment shall be binding upon and
inure to the benefit of each of the parties hereto and their
respective successors and assigns.
<PAGE>
<PAGE>
9. Counterparts. This Amendment may be executed in any
number of counterparts, but all of such counterparts shall together
constitute but one and the same agreement. In making proof of this
Amendment, it shall not be necessary to produce or account for more
than one counterpart thereof signed by each of the parties hereto.
Very truly yours,
EASTCO INDUSTRIAL SAFETY CORP.
By: /s/ Anthony P. Towell
------------------------
Title: CFO
----------------------
ACKNOWLEDGED AND AGREED:
CONGRESS FINANCIAL CORPORATION
By: /s/ Martin J. Mahoney
--------------------------
Title: AVP
------------------------
<PAGE>
<PAGE>
CONSENT
The undersigned guarantors hereby consent to the foregoing
Amendment and ratify and confirm the terms of their respective
Guarantee and Waivers dated as of October 1, 1991 as applicable to
all present and future indebtedness, liabilities and obligations of
EASTCO INDUSTRIAL SAFETY CORP. to CONGRESS FINANCIAL CORPORATION
including, without limitation, all indebtedness, liabilities and
obligations under the amended financing agreements.
PUERTO RICO SAFETY EQUIPMENT
CORPORATION
By: /s/ Lawrence Densen
-------------------------
Title: Vice President
---------------------
PUERTO RICO SAFETY CORPORATION
By: /s/ Lawrence Densen
-------------------------
Title: Vice President
---------------------
DISPOSABLE SAFETY WEAR INC.
By: /s/ Anthony P. Towell
-----------------------
Title: CFO
--------------------
SAFETY WEAR CORP.
By: /s/ Anthony P. Towell
-----------------------
Title: CFO
--------------------
EXHIBIT 11
EASTCO INDUSTRIAL SAFETY CORP.
AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
FOR THE YEAR ENDED JUNE 30, 1995
Primary:
Net earnings $ 77,937
Average common shares outstanding 3,477,383
Earnings per common share outstanding $.0224
Rounded $.02
Dilutive options and warrants outstanding
at June 30, 1995 4,142,448
Less shares attributable to application
of treasury stock method at an average
price of $1.375 per share (3,694,542)*
Net incremental shares applicable
to common stock equivalents 447,906
Earnings per common and common equivalent
shares outstanding $.0199
Rounded $.02
Fully Diluted:
Dilutive options and warrants outstanding
at June 30, 1995 4,142,448
Less shares applicable to application of
treasury stock method at June 30, 1995
closing price of $1.75 per share (2,902,854)*
Net incremental shares applicable to
common stock equivalents 1,239,594
Earnings per fully diluted common and
common equivalent shares outstanding $.0165
Rounded $.02
*The limitation on shares subject to the treasury stock method, pursuant to the
provisions of Paragraph 38 of Accounting Principles Board Opinion Number 15,
is not applicable because the result thereof is anti-dilutive.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000031079
<NAME> EASTCO INDUSTRIAL SAFETY CORP.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-START> JUL-01-1994
<PERIOD-END> JUN-30-1995
<CASH> 521,210
<SECURITIES> 0
<RECEIVABLES> 4,202,178
<ALLOWANCES> (304,000)
<INVENTORY> 4,363,898
<CURRENT-ASSETS> 481,868
<PP&E> 2,562,815
<DEPRECIATION> (1,243,704)
<TOTAL-ASSETS> 10,716,048
<CURRENT-LIABILITIES> 8,200,620
<BONDS> 0
<COMMON> 417,286
0
0
<OTHER-SE> 1,608,360
<TOTAL-LIABILITY-AND-EQUITY> 10,716,048
<SALES> 24,024,897
<TOTAL-REVENUES> 24,024,897
<CGS> 19,254,571
<TOTAL-COSTS> 19,254,571
<OTHER-EXPENSES> 4,108,724
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 583,665
<INCOME-PRETAX> 77,937
<INCOME-TAX> 0
<INCOME-CONTINUING> 77,937
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 77,937
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
</TABLE>
<PAGE>
CASE DATE STATE COMPANY PLAINT DEFEND ANSWER ACTION
------- ------ ----- -------- ------ ------ ------ -----------------
JAMES 9/1/88 PA CHARKATE 1 16 Y James v Master
Chemical Products,
Inc., et al v
Charkate Glove &
Specialty Company.
Comments: The Company has been brought into this action as an additional
defendant by Master Chemical Products Inc.
Damages: 6 counts each for damages in excess of $20,000 for compensatory and
damages in excess of $20,000 for punitive damages.
GANDZYK 1/1/89 PA CHARKATE 2 14 Y Gandzyk, et al v
Master Chemical
Products, Inc. et
al v Charkate
Glove & Specialty
Company
Comments: The Company has been brought into this action as an additional
defendant by Master Chemical Products Inc.
Damages: 6 counts each for damages in excess of $20,000 for compensatory and
damages in excess of $20,000 for punitive damages
ARGENZIANO 2/1/89 NJ EASTCO 1 57 Y Argenziano v
American
Insulation
Corporation, et al
and Pulmosan
Safetyd Equipment
Corp. v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Co
Comments: The Company has been brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp. The Company has also
been brought into this action as a third party defendant by
Safeguard Industrial Equipment Co.
Damages: **
PENTONY 6/1/87 NY EASTCO 2 1 Y Pentony, et al v
Charkate & Eastco
Industrial Safety
Corporation
Comment: The Company has been brought into this action as a first party
defendant
Damages: 1 cause of action for $10 million in punitive damages, 1 cause of
action for $10 million compensatory damages and 1 cause of action
for $5000,000 compensatory damages.
PAGE
<PAGE>
SAFEGUARD 2/1/88 NJ CHARKATE 3 0 Y Safeguard v Steel
Grip Safety
Apparel Co.,
Charkate Glove and
Specialty Co.,
Inc. and Rite
Glove Co.
Comment: The Company has been brought into this action by Safeguard
Industrial Equipment Company *Refusal to defend pertains to two (2)
plaintiffs only
Damages: **
HORNACK 9/1/88 PA CHARKATE 2 14 Y Hornack, et al v
Master Chemical
Products, Inc., et
al v Charkate
Glove & Specialty
Company
Comments: The Company has been brought into this action as an additional
defendant by Master Chemical Products Inc.
Damages: 6 counts each for damages in excess of $20,000 for compensatory
and damages in excess of $20,000 for punitive damages
DANOWSKI 4/1/89 PA EASTCO 2 13 Y Danowski, et al v
Celotex
Corporation,
Eastco, Inc. a
Division of
Charkate Glove
Specialty Company
Comments: The Company has been brought into this action as a first party
defendant.
Damages: 6 counts each for damages in excess of $20,000 for compensatory
and damages in excess of $20,000 for punitive damages.
NOVAK 6/1/89 NJ CHARKATE 2 16 Y Novak, et al v
Celotex
Corporation, et al
and Safeguard
Industrial
Equipment Co. v
Charkate Glove &
Specialty Co. and
Rite Glove Corp.,
et al
Comments: The Company has been brought into this action as a third party
defendant by Safeguard Industrial Equipment Co. NOTE: During
March, 1991 the Company was brought into this action as a first
party defendant.
Damages: **
<PAGE>
<PAGE>
BEZKORO-
WAYNY 6/1/89 NJ CHARKATE 3 57 Y Bezkorowayny, et
al v American
Insulation Co., et
al and Safeguard
Industrial
Equipment Co. v
Charkate Glove and
Specialty Co.,
Inc. and Rite
Glove Corp., et al
Comments: The Company has been brought into this action as a third party
defendant by Safeguard Industrial Equipment Co.
NOTE: During February 1990 the Company was brought into this
action as a third party defendant by Pulmosan Safety Equipment
Corp.
Damages: **
REALIN 6/1/89 NJ CHARKATE 2 16 Y Realin, et al v
Celotex
Corporation, et al
and Safeguard
Industrial
Equipment Co. v
Charkate Glvoe and
Specialty Co.,
Inc. and Rite
Glove Co., et al
Comments: The Company has been brought into this action as a third party
defendant by Safeguard Industrial Equipment Co.
Damages: **
TOMAINE 9/1/89 PA EASTCO 2 16 Y Tomaine, et al v
Celotex
Corporation,
Eastco, Inc. a
Division of
Charkate Glove
Specialty Company
Comments: The Company has been brought into this action as a first party
defendant.
Damages: 6 counts each for damages in excess of $20,000 for compensatory
and damages in excess of $20,000 for punitive damages
PAGE
<PAGE>
PACELLI 9/1/89 PA EASTCO 2 16 Y Pacelli, et al v
Celotex
Corporation,
Eastco, Inc. a
Division of
Charkate Glove
Specialty Company
Comments: The Company has been brought into this action as a first party
defendant.
Damages: 6 counts each for damages in excess of $20,000 for compensatory
and damages in excess of $20,000 for punitive damages
PAWLSKI 9/1/89 PA EASTCO 2 18 Y Pawlski, et al v
Celotex
Corporation,
Eastco, Inc. a
Division of
Charkate Glove
Specialty Company
Comments: The Company has been brought into this action as a first party
defendant.
NOTE: *Refusal to defend with respect to Hartford Insurance.
Damages: 6 counts each for damages in excess of $20,000 for compensatory
and damages in excess of $20,000 for punitive damages
LEARY 5/1/90 PA EASTCO 2 14 Y Leary, et al v
Owens Illinois
Glass Company,
Eastco, Inc., a
Division of
Charkate Glvoe
Specialty Co., et
al
Comments: The Company has been brought into this action as a first party
defendant.
Damages: 6 counts each in excess of $20,000 for compensatory and punitive
damages.
PETROSKY 6/1/90 PA CHARKATE 2 12 Y Petrosky, et al v
Celotex
Corporation,
Charkate Glove &
Specialty Company,
et al
Comments: Charkate has been brought into this action as an additional
defendant by Julius Kraft Company
Damages: 6 counts each in excess of $20,000 for compensatory and punitive
damages.
<PAGE>
<PAGE>
FREEMAN 7/1/90 NJ EASTCO 2 65 Y Freeman, et al v
A.C. & S., Inc.,
Eastco Industrial
Safety Corp.,
a/k/a Charkate
Glove and
Specialty Company,
et al
Comments: The Company has been brought into this action as a first party
defendant.
Damages: **
ZYMSKY 7/1/90 PA EASTCO 2 0 Y Zymsky, Theresa
Comments: Appearance through counsel without service upon the Company.
Damages: Advised during August 1991 that attorneys for the Company in
Pennsylvania filed an answer for the Company.
LEFKOWITZ 8/1/90 NJ EASTCO 1 58 Y Lefkowitz v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp., a/k/a
Charkate Glove and
Specialty Co.
Comments: The Company has been brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
JANUARY 9/1/90 NJ EASTCO 2 55 Y January, et al v
Anchor Packing
Co., et al,
including Pulmosan
Safety Equipment
Corp. v Eastco
Industrial Safety
Corp., a/k/a
Charkate Glove and
Specialty Co.
Comments: The Company has been brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
PAGE
<PAGE>
BECKETT 9/1/90 NJ EASTCO 9 64 Y Beckett, et al v
Anchor Packing
Co., et al,
including Pulmosan
Safety Equipment
Corp. v Eastco
Industrial Safety
Corp., a/k/a
Charkate Glove and
Specialty Co.
Comments: The Company has been brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
TOTH 9/1/90 NJ EASTCO 1 37 Y Toth v Anchor
Packing Co., et
al, including
Pulmosan Safety
Equipment Corp. v
Eastco Industrial
Safety Corp.,
a/k/a Charkate
Glove and
Specialty Co.
Comments: The Company has been brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
MANNING 10/1/90 NJ EASTCO 2 55 Y Manning, et al v
Anchor Packing
Co., et al,
including Pulmosan
Safety Equipment
Corp. v Eastco
Industrial Safety
Corp., a/k/a
Charkate Glove and
Specialty Co.
Comments: The Company has been brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
<PAGE>
<PAGE>
GABOURY 10/1/90 NJ EASTCO 2 54 Y Gaboury, et al v
Anchor Packing
Co., et al,
including Pulmosan
Safety Equipment
Corp. v Eastco
Industrial Safety
Corp., a/k/a
Charkate Glove and
Specialty Co.
Comments: The Company has been brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
RAHL 11/1/90 NJ EASTCO 2 56 Y Rahl, et al v
Anchor Packing
Co., et al,
including Pulmosan
Safety Equipment
Corp. v Eastco
Industrial Safety
Corp., a/k/a
Charkate Glove and
Specialty Co.
Comments: The Company has been brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
CZARNECKI 11/1/90 NJ EASTCO 1 59 Y Czarnecki v
Anchor Packing
Co., et al,
including Pulmosan
Safety Equipment
Corp. v Eastco
Industrial Safety
Corp., a/k/a
Charkate Glove and
Specialty Co.
Comments: The Company has been brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
PAGE
<PAGE>
ALESSI 12/1/90 NJ EASTCO 2 55 Y Alessi, et al v
Anchor Packing
Co., et al,
including Pulmosan
Safety Equipment
Corp. v Eastco
Industrial Safety
Corp., a/k/a
Charkate Glove and
Specialty Co.
Comments: The Company has been brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
CYR 12/1/90 NJ EASTCO 2 53 Y Cyr, et al v
Anchor Packing
Co., et al,
including Pulmosan
Safety Equipment
Corp. v Eastco
Industrial Safety
Corp., a/k/a
Charkate Glove and
Specialty Co.
Comments: The Company has been brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
LINDLAR 12/1/90 NJ EASTCO 6 57 Y Lindlar, et al v
Anchor Packing
Co., et al,
including Pulmosan
Safety Equipment
Corp. v Eastco
Industrial Safety
Corp., a/k/a
Charkate Glove and
Specialty Co.
Comments: The Company has been brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
<PAGE>
<PAGE>
SHJARBACK 1/1/91 NJ EASTCO 3 61 Y Shjarback, et al
v Anchor Packing
Co., et al,
including Pulmosan
Safety Equipment
Corp. v Eastco
Industrial Safety
Corp., a/k/a
Charkate Glove and
Specialty Co.
Comments: The Company has been brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
TOMNEY 1/1/91 NJ EASTCO 1 51 Y Tomney v Anchor
Packing Co., et
al, including
Pulmosan Safety
Equipment Corp. v
Eastco Industrial
Safety Corp.,
a/k/a Charkate
Glove and
Specialty Co.
Comments: The Company has been brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
SPELLMAN 4/1/91 NJ EASTCO 1 57 Y Spellman v
Anchor Packing,
Inc., et al,
including Pulmosan
Safety Equipment
Corp. v Eastco
Industrial Safety
Corp., a/k/a
Charkate Glove and
Specialty Co.
Comments: The Company has been brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
<PAGE>
<PAGE>
CARLUCCIO 4/1/91 NJ EASTCO 5 58 Y Carluccio, et al v
Anchor Packing,
Inc., et al,
including Pulmosan
Safety Equipment
Corp. v Eastco
Industrial Safety
Corp., a/k/a
Charkate Glove and
Specialty Co.
Comments: The Company has been brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
ENGLAND 4/1/91 NJ EASTCO 2 55 Y England, et al v
Anchor Packing,
Inc., et al,
including Pulmosan
Safety Equipment
Corp. v Eastco
Industrial Safety
Corp., a/k/a
Charkate Glove and
Specialty Co.
Comments: The Company has been brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
SABO 4/1/91 NJ EASTCO 2 55 Y Sabo, et al v
Anchor Packing,
Inc., et al,
including Pulmosan
Safety Equipment
Corp. v Eastco
Industrial Safety
Corp., a/k/a
Charkate Glove and
Specialty Co.
Comments: The Company has been brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
PAGE
<PAGE>
MOLNAR 4/1/91 NJ EASTCO 2 22 Y Molnar, et al v
A. Pendleton Co.,
Inc., Eastco
Industrial Safety
Corp., a/k/a
Charkate Glove and
Specialty Co.,
Rite Glove Corp.,
et al
Comments: The Company was brought into this action as a first party
defendant. NOTE: Rite Glove Corp. named but not served
Damages: **
NUNN 5/1/91 NJ EASTCO 2 58 Y Nunn, et al v
Anchor Packing
Co., et al,
including Pulmosan
Safety Equipment
Corp. v Eastco
Industrial Safety
Corp., a/k/a
Charkate Glove and
Specialty Co.
Comments: The Company has been brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
McGUINNESS 8/1/91 NJ EASTCO 1 59 Y McGuinness v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
BUNDA 9/1/91 NJ EASTCO 1 60 Y Bunda v Anchor
Packing Co., et
al, including
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
<PAGE>
SWEENEY 8/1/91 NJ EASTCO 10 61 Y Sweeney, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
BROWN 2/1/92 NJ EASTCO 2 32 Y Brown, et al v The
Anchor Packing
Co., Eastco
Industrial Safety
Corp., et al
Comments: The Company has been brought into this action as a first party
defendant.
Damages: **
PETERSON 9/1/92 NJ EASTCO 2 59 Y Peterson, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
MARCOG-
LIESE 10/1/92 NJ EASTCO 2 57 Y Marcogliese, et al
v Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
PAGE
<PAGE>
BEVILACQUA 11/1/92 NJ EASTCO 2 59 Y Bevilacqua, et al
v Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
BRANSON 11/1/92 NJ EASTCO 2 49 Y Branson, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
PRATHER 1/1/93 NJ EASTCO 1 23 Y Prather v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
SZABO 1/1/93 NJ EASTCO 2 28 Y Szabo, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
PAGE
<PAGE>
ESTOCK 1/1/93 NJ EASTCO 2 49 N Estock, J., et al
v Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
INGRAM 1/1/93 NJ EASTCO 1 60 Y Ingram v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
TEDESCO 1/1/93 NJ EASTCO 2 58 Y Tedesco, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
McGRATH 1/1/93 NJ EASTCO 2 61 Y McGrath, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
PAGE
<PAGE>
TIER 1/1/93 NJ EASTCO 2 58 Y Tier, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
IANDOLI 2/1/93 NJ EASTCO 2 58 Y Iandoli, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
FLANAGAN 3/1/93 NJ EASTCO 1 57 Y Flanagan v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
BUTLER 4/1/93 NJ EASTCO 1 62 Y Butler v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
PAGE
<PAGE>
PENDLETON 4/1/93 NJ EASTCO 1 29 Y Pendleton v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
COFFEE 4/1/93 NJ EASTCO 1 38 Y Coffee v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
CASTAGNA 4/1/93 NJ EASTCO 1 58 Y Castagna v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
MARGL 4/1/93 NJ EASTCO 2 49 Y Margl, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
MARTINEZ 6/1/93 NJ EASTCO 1 24 Y Martinez v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
TELFOR 6/1/93 NJ EASTCO 2 28 Y Telfor, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
BAILEY 6/1/93 NJ EASTCO 2 21 Y Bailey, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
SLECKMAN 6/1/93 NJ EASTCO 1 62 Y Sleckman v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
PAGE
<PAGE>
RACZYNSKY 7/1/93 NJ EASTCO 1 28 Y Raczynsky v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
AGLIATA 7/1/93 NJ EASTCO 2 77 Y Agliata, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
SILVA 7/1/93 CA EASTCO 1 351 Y Silva, Robert v
Abex Corporation,
Charkate Work Safe
Manufacturing Co.,
a division of
Eastco Industrial
Safety, et al
Comments: The Company was brought into this action as a first party
defendant
Damages: **
GONZALEZ 8/1/93 NJ EASTCO 2 28 Y Gonzalez, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
PAGE
<PAGE>
JANCSEK 8/1/93 NJ EASTCO 2 26 Y Jancsek, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
VAUGHN 8/1/93 NJ EASTCO 2 44 Y Vaughn, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
SCHWARZ 9/1/93 NJ EASTCO 1 58 Y Schwarz, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
PODUBYNSKY 9/1/93 NJ EASTCO 2 29 Y Podubynsky, et al
v Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
<PAGE>
<PAGE>
ORAS 10/1/93 NJ EASTCO 2 52 Y Oras, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
MUTH 10/1/93 NJ EASTCO 1 23 Y Muth, Albert v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
CHAPMAN 10/1/93 NJ EASTCO 2 26 Y Chapman, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
HARRINGTON 10/1/93 NJ EASTCO 1 58 Y Harrington v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
PAGE
<PAGE>
CHEVALIER 12/1/93 NJ EASTCO 2 36 Y Chevalier, er al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
JAGLOWSKI 12/1/93 NJ EASTCO 2 51 Y Jaglowski, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
D'APOLITO 12/1/93 NJ EASTCO 1 46 Y D'Apolito v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
CORNWELL 12/1/93 NJ EASTCO 1 46 Y Cornwell, John v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
PAONE 12/1/93 NJ EASTCO 2 46 Y Paone, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
ROMERO 12/1/93 NJ EASTCO 1 51 Y Romero, Angelo v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
JOHNSON 12/1/93 NJ EASTCO 2 40 Y Johnson, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
MURPHY 1/1/94 NJ EASTCO 1 46 Y Murphy, Wm. v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
<PAGE>
<PAGE>
BEITZ 1/1/94 NJ EASTCO 1 46 Y Beitz v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
KOVACK 1/1/94 NJ EASTCO 1 46 Y Kovacs v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
SPIEWAK 1/1/94 NJ EASTCO 1 46 Y Spiewak v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
MITCHELL,
A. 1/1/94 NJ EASTCO 1 46 Y Mitchell, Arthur v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
<PAGE>
<PAGE>
PEREZ, A. 1/1/94 NJ EASTCO 1 46 Y Perez, A. v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
EGAN 1/1/94 NJ EASTCO 1 46 Y Egan, John v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
SHINE,
WILLIAM 1/1/94 NJ EASTCO 1 58 Y Shine, William v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
GRANT, S. 1/1/94 NJ EASTCO 2 24 Y Grant S., et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
PAGE
<PAGE>
THOMSON 1/1/94 NJ EASTCO 2 25 Y Thomson, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
RING,
JOSEPH 1/1/94 NJ EASTCO 1 26 Y Ring, Joseph v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
JACKSON,
LEROY 1/1/94 NJ EASTCO 2 26 Y Jackson, Leroy, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
BABISH,
P. 1/1/94 NJ EASTCO 1 59 N Babish, Paula v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
<PAGE>
<PAGE>
SUTAK 1/1/94 NJ EASTCO 1 22 Y Sutak, Joseph v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
FARKAS 3/1/94 NJ EASTCO 2 27 N Farkas, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
CSAKI 3/1/94 NJ EASTCO 1 26 Y Csaki, Ronald v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
INFANTE 3/1/94 NJ EASTCO 2 35 Y Infante, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
<PAGE>
<PAGE>
BROWN, O. 3/1/94 NJ EASTCO 2 40 Y Brown, Oliver, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
REZES 3/1/94 NJ EASTCO 2 40 Y Rezes, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
GELATO 3/1/94 NJ EASTCO 1 41 N Gelato, P. v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
HELFRICH 3/1/94 NJ EASTCO 2 61 N Helfrich, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
SMITH 3/1/94 NJ EASTCO 2 20 Y Smith, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
WILSON 3/1/94 NJ EASTCO 2 24 N Wilson, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
DANBRE-
VILLE 4/1/94 NJ EASTCO 2 56 Y Danbreville, et al
v Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
DANEKE 4/1/94 NJ EASTCO 2 55 Y Daneke, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
DeSIMMONEM 4/1/94 NJ EASTCO 2 55 Y DeSimonem, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
FERNANDEZ,
E. 4/1/94 NJ EASTCO 1 55 Y Fernandez, E. v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
MAHALCHICK 4/1/94 NJ EASTCO 2 53 Y Mahalchick, et al
v Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
CERKA 4/1/94 NJ EASTCO 2 86 Y Cerka, et al v
A.C.&S., Inc.,
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a first party
defendant.
NOTE: During 5/94 the Company was brought into this action as a
third party defendant by Pulmosan. During 8/94 the Company was
served as a first party defendant.
Damages: ****
PAGE
<PAGE>
YOUNG 4/1/94 NJ EASTCO 2 56 Y Young, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
WAGNER 4/1/94 NJ EASTCO 2 39 Y Wagner, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
PAPA 4/1/94 NJ EASTCO 1 56 Y Papa, Dominick v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
RICCI 4/1/94 NJ EASTCO 2 56 Y Ricci, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
OLDFIELD 4/1/94 NJ EASTCO 1 56 Y Oldfield, Richard
v Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
MOSS 4/1/94 NJ EASTCO 2 56 Y Moss, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
MITE 4/1/94 NJ EASTCO 2 56 Y Mite, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
MAROSI 4/1/94 NJ EASTCO 2 56 Y Mirosi, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
HARVEY, P. 4/1/94 NJ EASTCO 1 56 Y Harvey, Patrick v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
GNAPP 4/1/94 NJ EASTCO 2 56 Y Gnapp, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
BARAT 4/1/94 NJ EASTCO 1 41 Y Barat, Jamesl v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
ARLEQUIN,
I. 4/1/94 NJ EASTCO 2 40 Y Arlequin, Israel.,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
PAGE
<PAGE>
BIONDO 5/1/94 NJ EASTCO 1 55 Y Biondo, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
BUTCHKO 5/1/94 NJ EASTCO 2 60 Y Butchko, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
DAVID 5/1/94 NJ EASTCO 2 41 N David, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
GAYDOS 5/1/94 NJ EASTCO 1 36 Y Gaydos v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
<PAGE>
<PAGE>
ZUBER 5/1/94 NJ EASTCO 2 24 Y Zuber, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
BRITTON 5/24/94 NJ EASTCO 2 24 Y Britton, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
DEMSKI 5/24/94 NJ EASTCO 2 30 Y Demski, et al v
The Anchor Packing
Company, v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a first party
defendant.
Damages: ****
FULTZ 5/24/94 NJ EASTCO 2 33 Y Fultz, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
PAGE
<PAGE>
CRAVEN 5/31/94 NJ EASTCO 2 24 Y Craven, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
GRIFFIS 5/31/94 NJ EASTCO 2 23 Y Griffis, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
LODATO 5/31/94 NJ EASTCO 2 40 Y Lodato, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
MENDES 5/31/94 NJ EASTCO 2 40 Y Mendes, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
PAGE
<PAGE>
MILLIAN 5/31/94 NJ EASTCO 2 40 Y Millian, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
POLITES 5/31/94 NJ EASTCO 2 25 Y Polites, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
SALVAGGIO 5/31/94 NJ EASTCO 1 29 Y Salvaggio, Daniel
v Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
WELCH 5/31/94 NJ EASTCO 1 25 Y Welch, William v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
PAGE
<PAGE>
WOOD 5/31/94 NJ EASTCO 2 22 Y Wood, Isaac. et al
v Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: **
PERRINE 6/2/94 NJ EASTCO 2 41 Y Perrine, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
MURRAY 6/2/94 NJ EASTCO 2 21 Y Murray, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
MATUSEWSKI 6/2/94 NJ EASTCO 2 19 Y Matusewski, et al
v Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
LAMONT 6/2/94 NJ EASTCO 2 23 Y Lamont, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
KARR 6/2/94 NJ EASTCO 2 38 Y Karr, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
DONOGHUE 6/24/94 NJ EASTCO 2 59 Y Donoghue, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
ESPOSITO 6/24/94 NJ EASTCO 2 41 Y Esposito, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
HARVEY, T. 6/24/94 NJ EASTCO 1 37 Y Harvey, Thomas v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
KILCOMINS 6/24/94 NJ EASTCO 1 38 Y Kilcomins, Eugene
v Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PARISI 6/24/94 NJ EASTCO 2 50 Y Parisi, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
SATTERTH-
WAITE 6/24/94 NJ EASTCO 2 24 Y Satterthwaite, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
SHANAHAN 6/24/94 NJ EASTCO 2 41 Y Shanahan, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
STILES 6/24/94 NJ EASTCO 2 67 Y Stiles, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
WHITEHURST 6/24/94 NJ EASTCO 1 36 Y Whitehurst,
Johnnie v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
YURKONIS 6/24/94 NJ EASTCO 2 38 Y Yurkonis, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
<PAGE>
<PAGE>
BENJAMIN,
NATHANIEL 7/20/94 NJ EASTCO 2 22 Y Benjamin,
Nathaniel, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
MASON,
LAWRENCE 7/20/94 NJ EASTCO 2 25 Y Mason, Lawrence,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
SMITH,
CHARLES 7/20/94 NJ EASTCO 1 22 Y Smith, Charles v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
BRICKMAN,
WILLIAM 7/22/94 NJ EASTCO 2 40 Y Brickman, William,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
CORDWELL,
GEORGE 7/22/94 NJ EASTCO 2 23 Y Cordwell, George,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
KERNER,
CHARLES 7/22/94 NJ EASTCO 2 40 Y Kerner, Charles,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
MIRABELLI,
MARIE 7/22/94 NJ EASTCO 2 21 Y Mirabelli, Marie,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
SCHMIDLAPP,
FRANK 7/22/94 NJ EASTCO 2 40 Y Schmidlapp, Frank,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
CSONTOS,
STEVE 7/27/94 NJ EASTCO 2 25 Y Csontos, Steve, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
DIPIERRO,
VINCENT 7/27/94 NJ EASTCO 1 23 Y DiPierro, Vincent
v Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
HARTLAUB,
JAY 7/27/94 NJ EASTCO 2 54 Y Hartlaub, Jay, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
RASIMOWICZ,
STEVE 7/27/94 NJ EASTCO 2 41 Y Rasimowicz, Steve,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
SCARPONE,
ROBERT 7/27/94 NJ EASTCO 1 40 Y Scarpone, Robert
v Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
SIBONA,
RALPH 7/27/94 NJ EASTCO 2 55 Y Sibona, Ralph, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
SYPKO,
ROBERT 7/27/94 NJ EASTCO 2 54 Y Sypko, Robert, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
BREURE,
LEONARD 7/29/94 NJ EASTCO 2 41 Y Breure, Leonard,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
CZWALGA,
JOHN 7/29/94 NJ EASTCO 2 26 Y Czwalga, John, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
DONCSEC,
JIMMY 7/29/94 NJ EASTCO 2 40 Y Doncsec, Jimmy, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
GUAY,
RICHARD 7/29/94 NJ EASTCO 2 41 Y Guay, Richard, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
HAMILTON,
ESTHER 7/29/94 NJ EASTCO 2 29 Y Hamilton, Esther,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
MCKERNAN,
HENRY 7/29/94 NJ EASTCO 1 41 Y McKernan, Henry v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
NATALE,
JOSEPH 7/29/94 NJ EASTCO 2 40 Y Natale, Joseph, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PALLADINO,
CARMEN 7/29/94 NJ EASTCO 1 41 Y Palladino, Carmen,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
SONNTAG,
FREDERICK 7/29/94 NJ EASTCO 2 41 Y Sonntag,
Frederick, et al
v Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
STAUDT,
LOUIS 7/29/94 NJ EASTCO 2 41 Y Staudt, Louis, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
BLONIARZ,
JOHN 8/18/94 NJ EASTCO 2 23 Y Bloniarz, John, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
BODNER,
PAUL 8/18/94 NJ EASTCO 2 30 Y Bodner, Paul, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
DREXLER,
RICHARD 8/18/94 NJ EASTCO 2 54 Y Drexler, Richard,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
NUCASO,
ALFRED 8/18/94 NJ EASTCO 1 22 Y Nucaso, Alfred v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
BARA,
STELLA 8/29/94 NJ EASTCO 2 64 Y Bara, Stella, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
CATANESE,
ROCCO 8/29/94 NJ EASTCO 2 47 Y Catanese, Rocco,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
DANIELS,
JESSE 8/29/94 NJ EASTCO 1 53 Y Daniels, Jesse v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
FREDERICKS,
LAWRENCE 8/29/94 NJ EASTCO 2 40 Y Fredericks,
Lawrence, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
HELLER,
JOHN 8/29/94 NJ EASTCO 2 41 Y Heller, John,
Lawrence, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
LIPKA,
CHESTER 8/29/94 NJ EASTCO 1 42 Y Lipka, Chester v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
<PAGE>
<PAGE>
LISTO,
LOUIS 8/29/94 NJ EASTCO 2 47 Y Listo, Kouis, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
POECZE,
KALMAN 8/29/94 NJ EASTCO 2 19 Y Poecze, Kalman, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
VENEZIA,
WILLIAM 8/29/94 NJ EASTCO 2 41 Y Venezia, William,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
ZOLTANSKI,
FRANK 8/29/94 NJ EASTCO 2 22 Y Zoltanski, Frank,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
FOLK,
CHARLES 8/29/94 NJ EASTCO 1 41 N Folk, Charles v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
JONES,
ALFRED 8/30/94 NJ EASTCO 1 23 N Jones, Alfred v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
KEARNEY,
WILLIAM 8/30/94 NJ EASTCO 1 49 N Kearney, William
v Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
LISTO,
PATSY 8/30/94 NJ EASTCO 2 47 N Listo, Patsy, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
MEEKS,
LESTER 8/30/94 NJ EASTCO 2 23 N Meeks, Lester, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
METALLO,
SAMUEL 8/30/94 NJ EASTCO 2 41 N Metallo, Samuel,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
MORAN,
THOMAS 8/30/94 NJ EASTCO 2 42 N Moran, Thomas, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
RAPPISI,
RAYMOND 8/30/94 NJ EASTCO 2 41 N Rappisi, Raymond,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
WAGNER,
FREDERICK 8/30/94 NJ EASTCO 2 41 N Wagner, Frederick,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
ZAMORSKI,
LOUIS 8/30/94 NJ EASTCO 2 38 N Zamorski, Louis,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
DIVER,
CHARLES 8/31/94 NJ EASTCO 2 54 N Diver, Charles, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
DUNN,
THOMAS 8/31/94 NJ EASTCO 2 54 N Dunn, Thomas, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
<PAGE>
GRESH,
EDWARD 8/31/94 NJ EASTCO 2 40 N Gresh, Edward, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
HOUCK,
RAYMOND 8/31/94 NJ EASTCO 2 49 N Houck, Raymond, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
LUBAS,
RICHARD 8/31/94 NJ EASTCO 2 40 N Lubas, Richard, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
LaFASO,
EDWARD 8/31/94 NJ EASTCO 2 40 N LaFaso, Edward, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
OSTOFF,
JOHN 8/31/94 NJ EASTCO 2 48 N Ostoff, John, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
SINGLETARY,
JAMES 8/31/94 NJ EASTCO 2 22 N Singletary, James,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
SWISSTACK,
RICHARD 8/31/94 NJ EASTCO 2 55 N Swisstack,
Richard, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
WARHOLICK,
ALBERT 8/31/94 NJ EASTCO 2 41 N Warholick, Albert,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
CHESSERE,
SALVATORE 9/12/94 NJ EASTCO 2 65 N Chessere,
Salvatore, et al
v Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
CRUM,
DONALD 9/12/94 NJ EASTCO 1 12 N Crum, Donald, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
DAVIS,
DONALD 9/12/94 NJ EASTCO 2 20 Y Davis, Donald, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
FERRARA,
RAYMOND 9/12/94 NJ EASTCO 2 46 N Ferrara, Raymond,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
FORD,
ARTHUR 9/12/94 NJ EASTCO 2 48 N Ford, Arthur, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
GIBNEY,
SHEILA 9/12/94 NJ EASTCO 2 63 N Gibney, Sheila, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
HAMM,
JAMES 9/12/94 NJ EASTCO 2 21 N Hamm, James, et al
v Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
HECKMAN,
WILLIAM 9/12/94 NJ EASTCO 2 41 Y Heckman, William,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
HILAIRE,
THOMAS 9/12/94 NJ EASTCO 2 47 Y Hilaire, Thomas,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
LAUDICINA,
DANIEL 9/12/94 NJ EASTCO 1 46 Y Laudicina, Daniel
v Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
MADJESKI,
FRANK 9/12/94 NJ EASTCO 2 47 Y Madjeski, Frank,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
MARTUCCI,
GEORGE 9/12/94 NJ EASTCO 2 47 Y Martucci, George,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
MAULBECK,
NORMAN 9/12/94 NJ EASTCO 2 49 N Maulbeck, Norman,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
SUOSSO,
FLORENCE 9/12/94 NJ EASTCO 2 21 N Suosso, Florence,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
BOCCHINI,
EZZIO 9/22/94 NJ EASTCO 2 30 N Bocchini, Ezzio,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
BOYLE,
DAVID 9/22/94 NJ EASTCO 2 47 N Boyle, David, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
BUCHTA,
WILLIAM 9/22/94 NJ EASTCO 1 49 N Buchta, William v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
CASTNER,
CHARLES 9/22/94 NJ EASTCO 2 47 N Castner, Charles,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
CEFALONI,
LIBRATORRE 9/22/94 NJ EASTCO 2 33 N Cefaloni,
Libratorre, et al
v Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
CHRISTIANSON,
SIDNEY 9/22/94 NJ EASTCO 2 47 N Christianson,
Sidney, et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
FLECK,
RAYMOND 9/22/94 NJ EASTCO 2 46 N Fleck, Raymond, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
FUSS,
CARL 10/3/94 NJ EASTCO 2 30 N Fuss, Carl, et al
v Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
GERDING,
ROBERT 10/3/94 NJ EASTCO 2 49 N Gerding, Robert,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
IANNACONE,
ROBERT 10/3/94 NJ EASTCO 2 49 N Iannacone, Robert,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
LEONARD,
JOSEPH 10/3/94 NJ EASTCO 1 30 N Leonard, Joseph v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
LIMONE,
MARIO 10/3/94 NJ EASTCO 2 21 N Limone, Mario, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
MARDRUS,
ALFRED 10/3/94 NJ EASTCO 2 47 N Mardrus, Alfred,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
MARINO,
FRANK 10/3/94 NJ EASTCO 2 47 N Marino, Frank,
Jr., et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
MARRON,
DONALD 10/6/94 NJ EASTCO 2 49 N Marron, Donald,
Jr., et al v
Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
MATHIASEN,
HAROLD 10/6/94 NJ EASTCO 2 87 N Mathiasen, Harold,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
<PAGE>
<PAGE>
McARTHUR,
DONALD 10/6/94 NJ EASTCO 2 52 N McArthur, Donald,
et al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
REITER,
PAUL 10/6/94 NJ EASTCO 1 47 N Reiter, Paul, Jr.
v Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
SAMEK,
ALBINA 10/6/94 NJ EASTCO 2 60 N Samek, Albina, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
SAXE,
GARY 10/6/94 NJ EASTCO 2 48 N Saxe, Gary, et al
v Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
PAGE
<PAGE>
SONTAG,
FRED 10/6/94 NJ EASTCO 1 46 N Sontag, Fred, Jr.
v Pulmosan Safety
Equipment Corp.,
et al v Eastco
Industrial Safety
Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
SZABO,
LOUIS 10/6/94 NJ EASTCO 2 47 N Szabo, Louis, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
DAVIS,
THOMAS 5/4/94 NJ EASTCO 2 41 Y Davis, Thomas, et
al v Pulmosan
Safety Equipment
Corp., et al v
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company
Comments: The Company was brought into this action as a third party
defendant by Pulmosan Safety Equipment Corp.
Damages: ****
POTTER 5/17/95 NJ EASTCO 1 47 Y Potter, Charles v
A.C.& S., Inc.,
Eastco Industrial
Safety Corp.,
a/k/a Charkate
Glove and
Specialty Company,
et al
Comments: The Company was brought into this action as a first party
defendant
Damages: ****
PAGE
<PAGE>
NUNEZ 6/5/95 NJ EASTCO 1 42 N Nunez, Manuel v
A.C. Safety Shoe
Co., Eastco
Industrial Safety
Corp., Rite Glove
Corp., et al
Comments: The Company and Rite Glove Corp. were brought into this action as
first party defendants.
Damages: ****
HOGATE 4/1/94 NJ EASTCO 2 9 N Hogate, et al v
A.P. Green
Industries, Inc.,
Eastco Industrial
Safety Corp. a/k/a
Charkate Glove and
Specialty Company,
Puerto Rico Safety
Equipment
Corporation, et al
Comments: The Company and Puerto Rico Safety Equipment Corporation were
brought into this action as first party defendants.
NOTE No. 1: During 6/94 Eastco was brought into this action as a
third party defendant by Pulmosan.
NOTE No. 2: CHUBB advised that Puerto Rico Safety Equipment
Corporation was dismissed/settled.
Eastco still a part of this action.
Damages: ****
CLARK,
JOAN 6/19/95 NJ EASTCO_PR 2 91 N Joan A. Clark,
Ind., et al v ABB
Lummus Crest,
Inc., Eastco
Industrial Safety
Corp., a/k/a
Charkate Glove and
Specialty Company,
Puerto Rico Safety
Equpment
Corporation, et al
Comments: The Company and Puerto Rico Safety Equipment Corporation were
brought into this action as first party defendants.
NOTE: PR settled 9/95/E open
Damages: **
EXHIBIT 28.5
SCHEDULE OF PRIMARY PRODUCT LIABILITY INSURANCE COVERAGE FOR ASBESTOS
Period Insurance Company Policy # Policy Coverage
5/1/83 to American Casualty Co. GBP 00-2162917 $ 1,000,000.
11/27/85 of Reading, Pa.
7/30/81 to Hartford Insurance 10SMP164994 1,000,000.
4/30/83
7/30/78 to Hartford Insurance 13SMP139374 1,000,000.
7/30/81
7/30/77 to Home Insurance Co. BOP860668 1,000,000.
7/30/78
8/1/75 to Public Service Mutual 73-500412 300,000.
7/30/77
5/2/75 to Home Insurance Co. Binder 009939 300,000.
8/1/75
4/3/73 to Birmingham Fire SMP 1061065 300,000.
3/25/75 American Int'l Group
3/11/71 to Hartford Insurance 10SMP156343 100,000.
4/6/73
4/1/68 to Mount Vernon Fire GLA 2562 50,000.
4/1/69 Insurance Company
NOTE: The above upon best information of the Company is applicable to Eastco
Industrial Safety Corp. This schedule is not intended to be inclusive of
insurance coverage for all of the subsidiaries of the Company. These
subsidiaries may have different coverage, with gaps and at times no coverage
for periods of their doing business. No representation is made as to the
extent of coverage, the aggregate coverage of any of the policies or the
degree of protection available which the Company or its subsidiaries have on
any of their insurance with respect to asbestos actions previously or
subsequently instituted against the Company.
EXHIBIT 28.6
SCHEDULE OF EXCESS PRODUCT LIABILITY INSURANCE COVERAGE FOR ASBESTOS
Period Insurance Company Policy # Policy Coverage
10/22/85 to Public Service Mutual 05-35678 $ 10,000,000.
8/11/86
10/22/84 to Integrity Ins. Co. 1SX 117099 $ 10,000,000.
10/22/85 (in liquidation)
9/10/84 to Great Atlantic Ins. Co. UL 9181 1,000,000.
11/8/84 (in liquidation)
(No coverage for claims
after 2/12/91)
7/30/83 to Home Insurance Co. HEC 141 7960 10,000,000.
9/1/84
7/30/82 to Birmingham Fire UM 607 2477 5,000,000
7/30/83 American Int'l Group
7/30/81 to Birmingham Fire UM 607 2433 5,000,000.
7/30/82 American Int'l Group
7/30/82 to Firemen's Fund XLX 137-11-13 5,000,000.
7/30/83
8/26/81 to Firemen's Fund XLX 144-00-48 5,000,000.
7/30/82
7/30/80 to Firemen's Fund XLB 142-72-62 5,000,000.
7/30/81
7/30/79 to Firemen's Fund XLB 140-96-30 5,000,000.
7/30/80
12/12/78 to Firemen's Fund XLB 132-67-66 5,000,000.
7/30/79
5/11/78 to National Union SE 1234542 500,000.
12/12/78
8/10/75 to Public Service Mutual 05-11249 2,000,000.
8/10/77
8/10/72 to North River DCL008426 1,000,000.
6/1/73
<PAGE>
<PAGE>
NOTE: The above upon best information of the Company is applicable to
Eastco Industrial Safety Corp. This schedule is not intended to be
inclusive of insurance coverage for all of the subsidiaries of the
Company. These subsidiaries may have different coverage, with gaps and
at times no coverage for periods of their doing business. No
representation is made as to the extent of coverage, the aggregate
coverage of any of the policies or the degree of protection available
which the Company or its subsidiaries have on any of their insurance
with respect to asbestos actions previously or subsequently instituted
against the Company regarding the obligations of the above insurance
companies to provide a legal defense and/or indemnification.
EXHIBIT 28.7
DEFENSE AND INDEMNITY AGREEMENT
AGREEMENT made this 26th day of March, 1990 by and among
EASTCO INDUSTRIAL SAFETY CORP. (p/k/a "Eastco Industrial
Equipment Inc.", "Glofane Co. Inc." and "R & R Safety Equipment
Corp." and a/k/a "Charkate Glove and Specialty Company" and
"Rite Glove Corp.") with offices at 130 West 10th Street, Hun-
tington Station, New York 11746 (hereinafter collectively
referred to as "Eastco"), THE HARTFORD INSURANCE GROUP, with
offices at Hartford Plaza, Hartford, Connecticut 06115 ("Hart-
ford"), THE HOME INSURANCE COMPANIES, with offices at 59 Maiden
Lane, New York, New York 10038 ("Home"), PUBLIC SERVICE MUTUAL
INSURANCE COMPANIES, with offices at 132 West 31st Street, New
York, New York 10001, ("Public"), BIRMINGHAM FIRE, with offices
at 50 South Clinton Street, East Orange, New Jersey 07018
("Birmingham") and AMERICAN CASUALTY COMPANY OF READING, PA.,
with offices at c/o CNA Insurance Companies, 2 Gannett Drive,
White Plains, New York 10604 ("American") and all of the said
insurance companies hereinafter being collectively referred to as
"Insurance Companies" and each of which is sometimes hereinafter
referred to as an "Insurance Company."
WHEREAS the Insurance Companies have heretofore issued
various insurance policies to Eastco covering product liability,
including exposure to asbestos related products; and
WHEREAS Eastco has heretofore manufactured, distributed
and/or sold asbestos products ("Asbestos Products"); and
WHEREAS Eastco has been made a party to actions by numerous
parties in a multitude of lawsuits in different jurisdictions
<PAGE>
<PAGE>
alleging personal injuries, ailments or disease of any kind, or
and/or death resulting therefrom, allegedly resulting in whole or
in part from exposure to Asbestos Products allegedly
manufactured, distributed or sold by Eastco; and
WHEREAS Eastco may be made party in the future to additional
lawsuits by parties alleging personal injuries, ailments or
disease of any kind, and/or death resulting therefrom, allegedly
resulting in whole or in part from exposure to Asbestos Products
allegedly manufactured, distributed or sold by Eastco; and
WHEREAS disputes have occurred pertaining to the Insurance
Companies' obligation to defend Eastco and to indemnify Eastco in
connection with the actions heretofore commenced and which may be
commenced in the future regarding alleged personal injuries,
ailments or disease of any kind, and/or death resulting therefrom
allegedly resulting in whole or in part from exposure to Asbestos
Products allegedly manufactured, distributed or sold by Eastco,
said lawsuits being hereinafter referred to as "Asbestos
Actions"; and
WHEREAS the parties have entered into this Agreement in an
effort to resolve their disputes and to establish among the
Insurance Companies an apportionment of costs for defense and
indemnification of Eastco relating to the Asbestos Actions; and
WHEREAS it is the purpose of this Agreement to establish the
procedures to be followed with respect to the administration,
defense, payment and disposition of the Asbestos Actions and to
do so without altering, amending or waiving any of the terms,
<PAGE>
<PAGE>
conditions, exclusions or provisions of any applicable policy of
insurance and without waiving any rights against non-parties; and
WHEREAS this Agreement is a result of a compromise accord
relating to the resolution of disputed claims, is a product of
arms-length negotiations, is not intended to nor shall it be
construed as the admission of the existence of a policy or as a
policy interpretation, and shall not be used in any Court or
arbitration to create, prove, or interpret any obligations under
general liability or other liability insurance policies.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein the parties agree as follows:
FIRST: Asbestos Insurance. Coverage of Eastco by the
Insurance Companies with respect to the Asbestos Actions, for
purposes of this Agreement only, shall be in accordance with the
insurance policies set forth on Schedule "1" annexed hereto.
Coverage of Eastco shall also be applicable to its affiliates and
subsidiaries named in each scheduled insurance policy.
SECOND: Applicability of this Agreement to Asbestos
Actions.
A. Except as otherwise provided for herein, this
Agreement shall be applicable to all Asbestos Actions presently
pending against Eastco and to all Asbestos Actions instituted
against Eastco subsequent to the date of this Agreement and prior
to the termination of this Agreement.
B. Except as otherwise set forth herein, this
Agreement shall not be applicable to any Asbestos Actions
<PAGE>
<PAGE>
heretofore terminated and settled as to Eastco prior to the date
of this Agreement ("Terminated Asbestos Actions").
C. This Agreement shall not be applicable to any
Asbestos Actions instituted against Eastco where no exposure to
Asbestos Products manufactured, distributed or sold by Eastco
is alleged during the period between 1971 to 1985 inclusive.
D. This Agreement shall not apply to any actions
instituted against Eastco with respect to Worker's Compensation.
THIRD: Defense of Claims.
A. American in New York, Public in New Jersey
and Hartford in Pennsylvania is hereby designated as the lead
carrier ("Lead Carrier") by the parties hereto and shall promptly
appoint counsel to defend Eastco with respect to all Asbestos
Actions pending and subsequently instituted against Eastco prior
to the termination of this Agreement in the jurisdictions
designated for them. With respect to asbestos actions commenced
in any other jurisdiction, the Insurance Companies agree to
designate a Lead Carrier amongst themselves promptly after the
institution of such Asbestos Actions.
B. Except as otherwise set forth herein, the
cost of the defense ("Legal Fees") of all Asbestos Actions for
which this Agreement is applicable, including attorneys' fees and
all other applicable costs and disbursements for unpaid bills
rendered to date for Legal Fees for Asbestos Actions pending and
<PAGE>
<PAGE>
also for new Asbestos Actions, shall be paid in accordance with
the following schedule:
Hartford shall pay 41%
Home shall pay 7.5%
Public shall pay 12%
Birmingham shall pay 12%
American shall pay 15.5%
Eastco shall pay 12%
C. Counsel defending Eastco in the Asbestos
Actions pursuant to Article THIRD (B) above shall provide timely
reports to Eastco and the Insurance Companies setting forth
defense and indemnification costs for each Asbestos Action
concluded. Eastco and each of the Insurance Companies shall be
billed for their respective shares for Legal Fees by such counsel
and each shall be responsible to pay their shares within thirty
(30) days of receipt of their bill.
D. After service of all new summons and
complaints, Eastco shall only be required to provide a copy of
same to the Lead Carrier and counsel defending Eastco, provided
that Eastco shall provide a copy of a letter of transmittal to
each of the Insurance Companies at their addresses herein set
forth which letter shall include the name of the court where the
Asbestos Action was instituted, the period of exposure, and the
approximate number of first party plaintiffs and defendants named
in such Asbestos Action to the best information of Eastco.
<PAGE>
<PAGE>
FOURTH: Settlement and Payment of Judgments.
A. All of the litigation involving the Asbestos
Actions shall be managed in the best interests of Eastco as to
strategy. Settlement and disposition of any of the Asbestos
Actions may be made with the consent of Eastco and the Lead
Carrier and such settlement shall be binding upon all parties
hereto providing that no Asbestos Action, regardless of the
number of plaintiffs, shall be settled in excess of $100,000 per
Asbestos Action or $50,000 per plaintiff, whichever is greater,
without the consent of Eastco, the Lead Carrier and two other
Insurance Companies. A husband and wife, including a legal
representative of such person, shall collectively be deemed one
plaintiff.
B. The cost of a settlement of an Asbestos
Action or any verdict or judgment rendered in connection
therewith ("Indemnity Costs") of all Asbestos Actions for which
this Agreement is applicable shall be paid in accordance with the
following schedule:
Hartford shall pay 38.67%
Home shall pay 7.07%
Public shall pay 11.32%
Birmingham shall pay 11.32%
American shall pay 14.62%
Eastco shall pay 17.00%
<PAGE>
<PAGE>
C. The Indemnity Costs payable in accordance
with Section B. above shall be paid by the Lead Carrier who shall
bill Eastco and each of the Insurance Companies separately for
their share and each shall reimburse the Lead Carrier within
sixty (60) days after receipt of a bill for their share.
FIFTH: Terminated Asbestos Actions - Pro Rata Sharing of
Legal and Indemnity Expenses by Insurance Companies.
A. Notwithstanding anything to the contrary
contained herein, Legal Fees and indemnity payments for all
Terminated Asbestos Actions shall be borne in full solely by the
Insurance Companies and in proportion to their relative liability
to each other under the following schedule:
Hartford shall pay 46.59%
Home shall pay 8.52%
Public shall pay 13.64%
Birmingham shall pay 13.64%
American shall pay 17.61%
B. The Insurance Companies shall reimburse each
other for such Legal Fees and indemnity payments within sixty
(60) days of the execution of this Agreement so that each
Insurance Company shall have paid Legal Fees and Indemnity Costs
for such Terminated Asbestos Actions in proportion to their pro
rata liability under Article Fifth A above.
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C. All Legal Fees heretofore paid with respect
to Asbestos Actions still pending shall also be shared in
accordance with the provisions of this Article FIFTH.
SIXTH: Exhaustion of Limits
A. Payment of indemnification costs by the
Insurance Companies shall be credited towards the exhaustion of
the policy limits of their respective policies listed on Schedule
"1."
B. Upon exhaustion of policy limits through
payment of indemnification costs, or payments of claims of a
policy listed on Schedule "1," the Insurance Company's
obligations of defense and indemnity under the policy, and
further payments of defense costs and indemnification costs under
this Agreement, shall terminate for that policy. Upon the
exhaustion of the policy limits under all the policies listed on
Schedule "1" for the respective Insurance Companies, the
obligations of defense and indemnity under the policies and
payment of defense costs and indemnification costs under this
Agreement shall terminate.
C. In the event of the exhaustion of a policy
limit by one of the Insurance Companies, the contribution
percentage shall be adjusted for all pending and future Asbestos
Actions and Eastco shall assume responsibility for the decreased
contribution percentage as applicable, by treating the exhausted
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policy limit as a self-insured layer. In the event of the
existence of excess liability insurance over the exhausted policy
limit of the Insurance Company, as applicable, Eastco will use
its best efforts to have such excess insurer become a signatory
to this Agreement and assume its pro rata share of
indemnification costs. In addition, Eastco will use its best
efforts to have such excess insurer assume its pro rata share of
Legal Fees if the policy with the excess carrier so provides.
SEVENTH: Reservation of Rights
A. This Agreement does not alter the rights or
obligations of the parties hereto under the provisions of any
applicable binder or policy of insurance.
B. All questions respecting insurance coverage
or lack of insurance coverage for Eastco including but not
limited to establishing the existence of or the terms, condi-
tions, exclusions, provisions or obligations of insurance
coverage or binder or policies of insurance that were or may have
been issued to Eastco or respecting the liability or non-
liability of any party thereunder or respecting the breach or
fulfillment of any term, conditions, exclusions, provision or
obligation thereof are expressly reserved as between the parties
to this Agreement.
C. This Agreement or performance hereunder is
not intended to and shall not be construed to operate as a waiver
or modification of any of the terms, conditions, exclusions,
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provisions or obligations of any insurance policy that has been
or may have been issued to Eastco. All parties reserve all
previously held positions regarding the proper interpretation and
application of terms, conditions, exclusions, provisions or
obligations of any insurance policy or binder that has been or
may have been issued to Eastco.
EIGHTH: Waiver of Bad Faith
Notwithstanding any other provision, each party, as to each
other party, hereby waives and forever relinquishes any claim,
demand, right and cause of action for breach of insurance
contracts, non-contractual damages, bad faith, failure to provide
timely notice of an Asbestos Action, insurance code violations,
exemplary or punitive damages and for any other tort or statutory
liability, whether known or unknown, based upon, arising out of
or connected in any way with any acts or omissions by such other
party occurring prior to the effective date of this Agreement.
NINTH: Termination of Agreement.
A. This Agreement may be terminated at any time
upon ninety (90) days notice in the future by any party upon
notice as herein provided and upon such termination, this
Agreement shall be terminated as to all parties. Notwithstanding
anything to the contrary contained in this Agreement, notice of
termination shall not be effective as to any asbestos action that
has already been placed on a trial calendar, unless at the time
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notice is given, such trial date has a then scheduled date more
than twelve (12) months from the date notice of termination is
given.
B. Notice of termination shall be deemed given
upon the date same is posted by the party giving such notice.
C. Should any party file a notice to terminate,
their participation in this Agreement as per Article NINTH A,
each party shall be liable for any indemnity and defense expenses
incurred prior to the effective date of the termination.
D. This Agreement shall not constitute a waiver
of any rights that a party may have against the other if this
Agreement is terminated and action is instituted by any party to
determine the rights and obligations of any party under any
insurance policy or binder or any claim such party may have
regarding the defense and indemnity of Eastco for Asbestos
Actions instituted against Eastco after the termination of this
Agreement.
TENTH: Effective Date of Agreement
This Agreement shall be effective as of the date hereof and
shall remain in effect until terminated.
ELEVENTH: Mount Vernon Fire Insurance Company. In the event
that Eastco is able to secure the participation of Mount Vernon
Fire Insurance Co. ("Mount Vernon") in this Agreement or it is
determined that Mount Vernon is required to defend and indemnify
Eastco, then the parties will endeavor to reallocate the
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provisions contained in paragraphs THIRD, FOURTH B and FIFTH A of
this Agreement.
TWELFTH: Excess Coverage. The terms and provisions of this
Agreement shall not preclude or prohibit Eastco from any claims,
rights or coverage it may have against its excess insurance
carriers.
THIRTEENTH: Notices. All notices shall be in writing
and sent by certified or registered mail, return receipt
requested to the party at its address above set forth with a copy
to all other parties. A party may change its address provided it
gives notice to all other parties in accordance with the terms of
this Agreement.
FOURTEENTH: Governing Law. This Agreement shall be
governed in all respects by the laws of the State of New York.
FIFTEENTH: Entire Agreement. This Agreement represents
the entire agreement between the parties and may not be modified
except in writing signed by the party to be charged.
SIXTEENTH: Binding Agreement. This Agreement shall be
binding upon the successors and assigns of the parties hereto.
SEVENTEENTH: Execution in Counterparts. This Agreement may
be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which taken together shall be
deemed to be one and the same instrument. This Agreement,
however, shall not be binding on any party hereto until signed by
all parties.
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IN WITNESS WHEREOF the parties hereto have set their hands
and seals on the day first above written.
EASTCO INDUSTRIAL SAFETY CORP.
By: /s/ Mark J. Fredericks
THE HARTFORD
By: /s/ Bruce C. Angelbeck
THE HOME INSURANCE COMPANIES
By: /s/ Sam Morrow
PUBLIC SERVICE MUTUAL
INSURANCE COMPANIES
By: /s/ Frank Kellerman
BIRMINGHAM FIRE
By: /s/ William R. Jewks
AMERICAN CASUALTY COMPANY OF
READING, PA.
By: /s/ Karen L. Campbell
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FIRST AMENDMENT to Defense and Indemnity Agreement dated March 26, 1990 by
and among Eastco Industrial Safety Corp. ("Eastco"), The Hartford Insurance
Group ("Hartford"), The Home Insurance Company ("Home"), Public Service Mutual
Insurance Companies ("Public"), Birmingham Fire ("Birmingham") and American
Casualty Company of Reading, Pa. ("American").
1. Confidentiality. The parties agree that the terms of the Defense and
Indemnity Agreement dated March 26, 1990 (the "Agreement") will remain
confidential and will not be disclosed to a non-party, except as required in
the conduct of the disclosing parties' business, or to effectuate the
performance of this Agreement or as otherwise required by law, or in filings
with the Securities and Exchange Commission and communications with Eastco's
shareholders.
2. Minor Departures. The parties recognize that the implementation of
this Agreement will involve the handling of numerous claims and that minor
departures from the strict terms and conditions of the Agreement might occur
as a result. The parties intend that minor departures by one or more parties,
such as do not evince an intent to refuse to perform under the Agreement,
shall not be considered as such a material breach of this Agreement as to
confer upon the other parties the right to terminate this Agreement.
3. Counterpart. This amendment may be signed in counterpart and the
Agreement, including this amendment, shall not be binding upon any party until
each is signed by all of the parties hereto.
Dated: May 30, 1990
EASTCO INDUSTRIAL SAFETY CORP.
By: /s/ Alan E. Densen
THE HARTFORD
By: /s/ Bruce C. Angelbeck
THE HOME INSURANCE COMPANIES
By: /s/ Sam Morrow
PUBLIC SERVICE MUTUAL INSURANCE COMPANIES
By: /s/ Frank Kellerman
BIRMINGHAM FIRE
By:/s/ William R. Jewks
AMERICAN CASUALTY COMPANY OF
READING, PA.
By:/s/ Karen L. Campbell
