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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-------------
(Amendment No. 9)
Hurco Companies, Inc.
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(Name of Issuer)
Common Stock, no par value 447324 10 4
- ----------------------------------- -----------------------------------
(Title of class of securities) (CUSIP number)
Stephen H. Cooper, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000
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(Name, address and telephone number of person authorized to receive
notices and communications)
July 3, 1996
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
Check the following box if a fee is being paid with the statement [_].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
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CUSIP No. 447324 10 4 13D
1 NAME OF REPORTING PERSON: Brynwood Partners Limited
Partnership
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Connecticut
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,390,001
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 1,390,001
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 1,390,001
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 21.3%
14 TYPE OF REPORTING PERSON: PN
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CUSIP No. 447324 10 4 13D
1 NAME OF REPORTING PERSON: Brynwood Management
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Connecticut
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,390,001
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 1,390,001
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 1,390,001
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 21.3%
14 TYPE OF REPORTING PERSON: PN
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CUSIP No. 447324 10 4 13D
1 NAME OF REPORTING PERSON: Brynwood Partners II L.P.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 278,001
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 278,001
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 278,001
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.3%
14 TYPE OF REPORTING PERSON: PN
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CUSIP No. 447324 10 4 13D
1 NAME OF REPORTING PERSON: Brynwood Managment II L.P.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 278,001
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 278,001
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 278,001
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.3%
14 TYPE OF REPORTING PERSON: PN
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CUSIP No. 447324 10 4 13D
1 NAME OF REPORTING PERSON: Hendrik J. Hartong, Jr.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF United States
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 16,570
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,668,002
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 16,570
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 1,668,002
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 1,684,572
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 25.9%
14 TYPE OF REPORTING PERSON: IN
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CUSIP No. 447324 10 4 13D
1 NAME OF REPORTING PERSON: Richard T. Niner
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF United States
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 24,360
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,668,002
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 24,360
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 1,668,002
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 1,692,362
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 26.0%
14 TYPE OF REPORTING PERSON: IN
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CUSIP No. 447324 10 4 13D
1 NAME OF REPORTING PERSON: HN Company, Inc.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF Delaware
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 1,390,001
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 1,390,001
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 1,390,001
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 21.3%
14 TYPE OF REPORTING PERSON: CO
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This Statement constitutes Amendment No. 9 to the Statement
on Schedule 13D (the "Schedule 13D") filed with the Securities and
Exchange Commission by Brynwood Partners Limited Partnership, a
Connecticut limited partnership ("Brynwood I"), its general partner,
Brynwood Management, a Connecticut general partnership, and its
partners, Hendrik J. Hartong, Jr., Richard T. Niner and HN Company,
Inc., a Delaware corporation controlled by Messrs. Hartong and Niner,
with respect to the Common Stock, no par value, of Hurco Companies,
Inc. (the "Company"). This Statement also constitutes the initial
filing on Schedule 13D with respect to the Commission by Brynwood
Partners II L.P., a Delaware limited partnership, and its general
partner, Brynwood Management II L.P., a Delaware limited partnership.
This Amendment No. 9 is the first amendment to the Schedule 13D since
the Company became an EDGAR filer. Accordingly, this Amendment No. 9
restates, in pertinent part, the Schedule 13D as follows:
Item 1. Security and Issuer.
-------------------
This Statement relates to the common stock, no par value
(the "Common Stock"), of Hurco Companies (the "Company"). The address
of the principal executive office of the Company is One Technology
Way, Indianapolis, Indiana 46268. This Schedule 13D is being filed
by Brynwood Partners Limited Partnership, a Connecticut limited
partnership ("Brynwood I"), its general partner, Brynwood Management,
a Connecticut general partnership ("Brynwood Management"), Brynwood
Partners II L.P., a Delaware limited partnership ("Brynwood II"), its
general partner, Brynwood Management II L.P., a Delaware limited
partnership ("Brynwood Management II"), the partners of Brynwood
Management, Hendrik J. Hartong, Jr., Richard T. Niner and HN Company,
Inc. ("HN Company"), a Delaware corporation controlled by Messrs.
Hartong and Niner, and the partners of Brynwood Management II, Messrs.
Hartong and Niner (collectively, the "Beneficial Owners").
Item 2. Identity and Background.
-----------------------
(a)-(c) Brynwood I is a Connecticut limited partnership.
The address of its principal office is Two Soundview Drive, Greenwich,
Connecticut 06820. Brynwood I is principally engaged in the business
of investing in a limited non-diversified portfolio of equity and debt
securities of public and private companies. The general partner of
Brynwood I is Brynwood Management.
Brynwood Management is Connecticut general partnership. The
address of its principal office is Two Soundview Drive, Greenwich,
Connecticut 06820. Brynwood Management is principally engaged in the
business of serving as general partner
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of Brynwood I. The partners of Brynwood Management are Messrs.
Hartong and Niner and HN Company, Inc.
Brynwood II is a Delaware limited partnership. The address
of its principal office is Two Soundview Drive, Greenwich, Connecticut
06820. Brynwood II is principally engaged in the business of
investing in a limited non-diversified portfolio of equity and debt
securities of public and private companies. The general partner of
Brynwood II is Brynwood Management II.
Brynwood Management II is a Delaware limited partnership.
The address of its principal office is Two Soundview Drive, Greenwich,
Connecticut 06820. Brynwood Management II is principally engaged in
the business of serving as general partner of Brynwood II. The
general partners of Brynwood Management II are Messrs. Hartong and
Niner.
Mr. Hartong's business address is Two Soundview Drive,
Greenwich, Connecticut 06820. He is principally engaged in the
business of serving as a partner of Brynwood Management and Brynwood
Management II. Mr. Hartong also serves, among other things, as a
Director of the Company and as a Director, President and Treasurer of
HN Company.
Mr. Niner's business address is Two Soundview Drive,
Greenwich, Connecticut 06820. He is principally engaged in the
business of serving as a partner or principal of a number of
investment entities, including Brynwood Management and Brynwood
Management II. Mr. Niner also serves, among other things, as a
Director of the Company and as a Director, Vice President and
Secretary of HN Company.
HN Company is a Delaware corporation. The address of its
principal office is Two Soundview Drive, Greenwich, Connecticut
06820. HN Company is principally engaged in the business of providing
investment management services and of serving as a partner of Brynwood
Management. Mr. Hartong is a Director and is the President and
Treasurer of HN Company and Mr. Niner is a Director and is the Vice
President and Secretary of HN Company.
(d)-(f) During the last five years, none of the Beneficial
Owners and, to their knowledge, none of the other persons identified
pursuant to Paragraphs (a) through (c) of this Item 2, has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or was a party to a
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civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
To the knowledge of the Beneficial Owners, each of the individuals
identified pursuant to Paragraphs (a) through (c) is a United States
citizen.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The total amount of funds used by Brynwood I to purchase the
1,390,000 shares of Common Stock directly acquired by it was
$4,568,957. The purchase price for such shares of Common Stock was
derived from Brynwood I's working capital. The total amount of funds
used by Brynwood II to purchase the 278,001 shares of Common Stock
directly acquired by it was $1,287,145. The purchase price for such
shares of Common Stock was derived from Brynwood II's working capital.
The funds used by Mr. Hartong to purchase the 16,570 shares directly
acquired by him were derived from Mr. Hartong's personal funds. The
funds used by Mr. Niner to purchase the 24,360 shares directly
acquired by him were derived from Mr. Niner's personal funds.
Item 4. Purpose of the Transaction.
--------------------------
Of the 1,390,001 shares of Common Stock owned by Brynwood I,
883,334 shares were acquired pursuant to a Stock Purchase Agreement,
dated June 16, 1996, between Brynwood I and the Company (the "1986
Agreement"). Pursuant to the 1986 Agreement, four members of the
Company's seven-member board of directors resigned from office upon
execution of the 1986 Agreement, the size of the board of directors
was reduced to six members and Brynwood I designated four persons to
the Company's board of directors. Brynwood I entered into the 1986
Agreement and purchased the shares pursuant thereto in order to
enhance its investment in the Company by increasing its ability to
influence control of the Company.
Representatives or designees of Brynwood I continue to
constitute a majority of the Company's directors.
In addition, of the 1,390,001 shares of Common Stock owned
by Brynwood I, 66,667 shares were acquired pursuant to a Stock
Purchase Agreement, dated April 30, 1987, between Brynwood I and the
Company (the "1987 Agreement"). The purchase was part of a financial
restructuring of the Company, in which, among
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other things, a total of 333,334 shares of Common Stock were purchased
(including the 66,667 shares purchased by Brynwood I) for a total
consideration of $1,000,000 and the Company amended its existing debt
facilities and obtained new credit facilities.
The 1986 and 1987 Agreements provide to Brynwood I certain
registration rights regarding shares of Common Stock, including the
right on not more than two occasions to require the Company to effect
the registration of all or any shares of Common Stock then owned by
Brynwood I and the right to require the Company to use its best
efforts to effect the registration of some minimum number of shares of
Common Stock then owned by Brynwood I in the event the Company
proposes to register any of its equity securities for sale under the
Securities Act of 1933, as amended (the "Act").
Pursuant to an offering of subscription rights by the
Company in June 1996, Brynwood I was entitled to purchase an
additional 278,001 shares of Common Stock at a subscription price of
$4.63 per share. However, Brynwood I advised the Company that, due to
liquidity limitations, it did not intend to exercise its rights to
purchase such shares. Pursuant to a Standby Purchase Agreement, dated
as of June 6, 1996, by and among the Company, Brynwood II and Messrs.
Hartong and Niner (the "Standby Agreement"), Brynwood II purchased the
278,0001 shares of Common Stock that otherwise would have been
available for purchase by Brynwood I.
Pursuant to the Standby Agreement, the Company agreed that
if, in connection with a proposed offer for sale, sale or other
disposition by Brynwood II of the shares of Common Stock purchased by
it pursuant to the Standby Agreement, delivery of a prospectus would
be required under the Securities Act, then, upon the written request
of Brynwood II on not more than two occasions, the Company will take
such action, including, if necessary, the filing of a registration
statement under the Act, as may be necessary and appropriate to make
available a prospectus that will permit Brynwood II to effectuate the
disposition of such shares. In addition, the Company granted to
Brynwood II certain "piggy-back" registration rights to include such
Common Stock, subject to certain limitations, in any other
registration statement filed by the Company for its own account or the
account of any of its security holders.
Except as set forth above, the Beneficial Owners have no
present plans or intentions which would result in or relate to
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any of the transactions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) As of July 3, 1996, the Beneficial Owners beneficially
owned the following shares of Common Stock:
(i) Brynwood I is the direct owner of 1,390,001 shares
of Common Stock. The 1,390,001 shares represent approximately 21.3%
of the 6,511,778 outstanding shares of Common Stock.
(ii) By virtue of it being the general partner of
Brynwood I, Brynwood Management is for the purposes of this Schedule
13D, a beneficial owner of all of the shares of Common Stock
beneficially owned by Brynwood I.
(iii) Brynwood II is the direct owner of 278,001 shares
of Common Stock. The 278,001 shares represent approximately 4.3% of
the 6,511,778 outstanding shares of Common Stock.
(iv) By virtue of it being the general partner of
Brynwood II, Brynwood Management II is for the purposes of this
Schedule 13D, a beneficial owner of all of the shares of Common Stock
beneficially owned by Brynwood II.
(v) Hendrik J. Hartong, Jr. is the direct owner of
16,570 shares of Common Stock. The 16,570 shares represent
approximately .3% of the 6,511,778 outstanding shares of Common Stock.
By virtue of his being a partner of Brynwood Management and Brynwood
Management II, Mr. Hartong is for purposes of this Schedule 13D, a
beneficial owner of all of the shares of Common Stock beneficially
owned by Brynwood Management and Brynwood Management II.
(vi) Richard T. Niner is the direct owner of 24,360
shares of Common Stock. The 24,360 shares represent approximately .4%
of the 6,511,778 outstanding shares of Common Stock. By virtue of his
being a partner of Brynwood Management and Brynwood Management II,
Richard T. Niner is for purposes of this Schedule 13D, a beneficial
owner of all of the shares of Common Stock beneficially owned by
Brynwood Management and Brynwood Management II.
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(vii) By virtue of it being a partner of Brynwood
Management, HN Company is for the purposes of this Schedule 13D, a
beneficial owner of all of the shares of Common Stock beneficially
owned by Brynwood Management.
(c) On July 3, 1996, Brynwood II and Messrs. Hartong and
Niner purchased 278,0001 shares, 2,656 shares and 4,060 shares,
respectively, of Common Stock pursuant to the Company's offering of
subscription rights (as described in Item 5 to this Schedule 13D) at
$4.63 per share. Except as set forth in this Paragraph (c) of Item 5,
none of the persons identified pursuant to Item 2 above has effected
any transactions in shares of Common Stock during the past sixty days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer.
-------------------------------------------
The information included in response to Item 5 hereof is
specifically incorporated herein by reference.
Except as described above, there are no contracts,
arrangements, understandings or relationships with respect to any
securities of the Company (i) among the Beneficial Owners and, to the
best of their knowledge, any of the other persons identified pursuant
to Item 2 above and (ii) between (a) the Beneficial Owners and, to the
best of their knowledge, any of the persons identified pursuant to
Item 2 above and (b) any other person, other than the agreement filed
herewith as Exhibit 1.
Item 7. Material to be Filed as Exhibits.
--------------------------------
1. Power of Attorney, dated July 5, 1985, of Hendrik J.
Hartong, Jr. (filed as Exhibit 1 to the initial Schedule 13D).
2. Power of Attorney, dated July 5, 1985, of Richard T.
Niner (filed as Exhibit 2 to the initial Schedule 13D).
3. Stock Purchase Agreement, dated June 16, 1986, between
Brynwood I and the Company (filed as Exhibit 1 to Amendment No. 5 to
the Schedule 13D).
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4. Stock Purchase Agreement, dated April 30, 1987, between
Brynwood I and the Company (filed as Exhibit 1 to Amendment No. 7 to
the Schedule 13D).
5. Agreement among the Beneficial Owners with respect to
the filing of this Schedule 13D.
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SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is
true, complete and correct.
Dated: August 23, 1996
BRYNWOOD PARTNERS LIMITED
PARTNERSHIP
By: Brynwood Management, its
General Partner
By:/s/ Richard T. Niner
---------------------------
Richard T. Niner
a Partner
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SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is
true, complete and correct.
Dated: August 23, 1996
BRYNWOOD MANAGEMENT
By:/s/ Richard T. Niner
--------------------------------
Richard T. Niner
a Partner
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SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is
true, complete and correct.
Dated: August 23, 1996
BRYNWOOD PARTNERS II L.P.
By: Brynwood Management II, its
General Partner
By:/s/ Richard T. Niner
---------------------------
Richard T. Niner
a Partner
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<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is
true, complete and correct.
Dated: August 23, 1996
BRYNWOOD MANAGEMENT II L.P.
By:/s/ Richard T. Niner
--------------------------------
Richard T. Niner
a Partner
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<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is
true, complete and correct.
Dated: August 23, 1996
/s/ Richard T. Niner
------------------------------
Hendrik J. Hartong, Jr., by Richard
T. Niner, Attorney-in-Fact
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<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is
true, complete and correct.
Dated: August 23, 1996
/s/ Richard T. Niner
-----------------------------------
Richard T. Niner
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<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is
true, complete and correct.
Dated: August 23, 1996
HN COMPANY, INC.
By:/s/ Richard T. Niner
---------------------------
Richard T. Niner
Vice President
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EXHIBIT INDEX
Exhibit No. Document Page
----------- -------- ----
1 Power of Attorney, dated July
5, 1985, of Hendrik J.
Hartong, Jr. (filed as Exhibit
1 to the initial Schedule
13D).
2 Power of Attorney, dated July
5, 1985, of Richard T. Niner
(filed as Exhibit 2 to the
initial Schedule 13D).
3 Stock Purchase Agreement,
dated June 16, 1986, between
Brynwood I and the Company
(filed as Exhibit 1 to
Amendment No. 5 to the
Schedule 13D).
4 Stock Purchase Agreement,
dated April 30, 1987, between
Brynwood I and the Company
(filed as Exhibit 1 to
Amendment No. 7 to the
Schedule 13D).
5 Agreement among the Beneficial
Owners with respect to the
filing of this Schedule 13D.
NYFS07...:\59\53459\0004\1980\SCH8126K.160
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EXHIBIT 5
AGREEMENT
This will confirm the agreement by and among all the
undersigned that the Schedule 13D filed on or about this date with
respect to the beneficial ownership of the undersigned of common
shares of Hurco Companies, Inc. is being filed on behalf of each of
the persons and entities named below. This agreement may be executed
in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
Dated: August 23, 1996
BRYNWOOD PARTNERS
LIMITED PARTNERSHIP /s/ Richard T. Niner
-------------------------
Hendrik J. Hartong, Jr.,
By: Brynwood Management, by Richard T. Niner,
its General Partner Attorney-in-Fact
By:/s/ Richard T. Niner
---------------------------
Richard T. Niner /s/ Richard T. Niner
a Partner -------------------------
Richard T. Niner
BRYNWOOD MANAGEMENT HN COMPANY, INC.
By:/s/ Richard T. Niner By:/s/ Richard T. Niner
--------------------------- ----------------------
Richard T. Niner Richard T. Niner
a Partner Vice President
BRYNWOOD PARTNERS II L.P. BRYNWOOD MANAGEMENT L.P.
By: Brynwood Management II L.P.,
its General Partner
By:/s/ Richard T. Niner
----------------------
Richard T. Niner
By:/s/ Richard T. Niner a Partner
---------------------------
Richard T. Niner
a Partner
