<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
CANISCO RESOURCES, INC.
(Name of Issuer)
Shares of Common Stock, par value $0.0025 per share
(Title of Class of Securities)
137587-10-1
(CUSIP Number)
Michael G. Rothman
Canisco Acquisition, Inc.
414 N. Orleans, Suite 202
Chicago, IL 60610
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 28, 2000
-----------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
-1-
<PAGE>
SCHEDULE 13D
------------------------
CUSIP No. 137587-10-1
------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
I.R.S. Identification No.:
Kenny Industrial Services, L.L.C. 36-4208896
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 ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING 0
PERSON WITH
8 SHARED VOTING POWER
385,126
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
385,126
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
385,126
-2-
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
14 TYPE OF REPORTING PERSON
OO
-3-
<PAGE>
SCHEDULE 13D
CUSIP No. 137587-10-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael J. Olson
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 ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING 0
PERSON WITH
8 SHARED VOTING POWER
37,619
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
37,619
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,619
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
-4-
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
14 TYPE OF REPORTING PERSON
IN
-5-
<PAGE>
SCHEDULE 13D
CUSIP No. 137587-10-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ted Mansfield
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 ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING 0
PERSON WITH
8 SHARED VOTING POWER
156,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
156,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
156,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
-6-
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
14 TYPE OF REPORTING PERSON
IN
-7-
<PAGE>
SCHEDULE 13D
CUSIP No. 137587-10-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ralph A. Trallo
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 ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING 0
PERSON WITH
8 SHARED VOTING POWER
113,321
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
113,321
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
113,321
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
-8-
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14 TYPE OF REPORTING PERSON
IN
-9-
<PAGE>
SCHEDULE 13D
CUSIP No. 137587-10-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dale L. Ferguson
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 ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING 0
PERSON WITH
8 SHARED VOTING POWER
49,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
49,0000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
49,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
-10-
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
14 TYPE OF REPORTING PERSON
IN
-11-
<PAGE>
SCHEDULE 13D
CUSIP No. 137587-10-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas P. McShane
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 ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING 0
PERSON WITH
8 SHARED VOTING POWER
18,300
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
18,300
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
-12-
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
14 TYPE OF REPORTING PERSON
IN
-13-
<PAGE>
SCHEDULE 13D
CUSIP No. 137587-10-1
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
W. Lawrence Petcovic
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 ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING 0
PERSON WITH
8 SHARED VOTING POWER
10,886
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
10,886
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,886
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
-14-
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14 TYPE OF REPORTING PERSON
IN
-15-
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to 385,126 shares (the "Shares") of common stock,
par value $0.0025 per share (the "Common Stock"), of Canisco Resources, Inc., a
corporation organized under the laws of the State of Delaware (the "Company").
The principal executive offices of the Company are located at 300 Delaware
Avenue, Suite 714, Wilmington, Delaware 19801.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c), and (f) This statement is being filed on behalf of the members of
a group consisting of Kenny Industrial Services, L.L.C. ("Parent"), a limited
liability company organized under the laws of Delaware, and Michael Olson, Ted
Mansfield, Ralph A. Trallo, Dale L. Ferguson, Thomas P. McShane and W. Lawrence
Petcovic (each individually a "Shareholder" and collectively the
"Shareholders"). Parent and the Shareholders are collectively referred to herein
as the "Reporting Persons."
Parent is a provider of industrial services, particularly industrial
cleaning and coating services, to over 700 customers in a broad range of
industries, including steel, utility, general contracting, pulp and paper,
petrochemical and other heavy manufacturing.
The name, citizenship, business address, present principal occupation or
employment and five-year employment history of each director, manager and
executive officer of Parent is set forth in Schedule I attached hereto.
The name, citizenship, business address, present principal occupation or
employment and five-year employment history of each Shareholder are as follows:
<TABLE>
<CAPTION>
Citizenship Name and Business Age Principal Occupation or
Address Employment
<S> <C> <C> <C>
United States Ted Mansfield 37 President and Chief Executive
of America 300 Delaware Avenue Officer of the Company since
Suite 714 December 1999. President of
Wilmington, DE 19801 Mansfield Industrial Coatings, Inc.,
since 1996.
</TABLE>
-16-
<PAGE>
<TABLE>
<S> <C> <C> <C>
United States Michael J. Olson 45 Vice President, Secretary/Treasurer
of America 300 Delaware Avenue and Chief Financial Officer of
Suite 714 Cannon Sline, Inc. since 1986.
Wilmington, DE 19801 Named Acting Chief Financial
Officer of Nuclear Support Services,
Inc. in January, 1995. Named Chief
Financial Officer, Vice President and
Secretary/Treasurer of the Company
in April 1995. Mr. Olson has an
employment contract with the
Company.
United States Dale L. Ferguson 65 Retired since 1996. 1974 through
of America 300 Delaware Avenue 1996, an employee of the Company.
Suite 714 Director of the Company since 1974.
Wilmington, DE 19801
United States Thomas P. McShane 46 1987 to present, President of
of America 300 Delaware Avenue McShane Group, Inc., a financial
Suite 714 and management consulting firm
Wilmington, DE 19801 located in Timonium, MD. Director
of the Company since 1991.
United States W. Lawrence Petcovic 55 July 1999 to present, Vice President
of America 300 Delaware Avenue of Human Resources of Fypon
Suite 714 Limited, a manufacturer of molded
Wilmington, DE 19801 millwork. November 1998 to July
1999, Vice President of Human Resources
at Creditrust Inc., a purchaser of
credit card charged-off receivables.
1996 to November 1998, Vice President,
Training of Chevy Chase Bank. 1994 to
1996, business consultant for L.P.
Associates, Columbia, MD. Director of
the Company since 1981.
</TABLE>
(d)-(e) During the last five years, none of Parent, any Shareholder or, to
the best of their knowledge, any person named on Schedule I hereto has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a 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
-17-
<PAGE>
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Offer (as defined below) is not conditioned upon any financing
arrangements. The total amount of funds required by Merger Subsidiary (as
defined below) to purchase Shares pursuant to the Offer and the Merger (as
defined below) is estimated to be approximately $4 million. Merger Subsidiary
will obtain all such funds from Parent. Parent will obtain such funds from
existing resources and internally generated funds, including the issuance of
commercial paper in the ordinary course of business.
ITEM 4. PURPOSE OF TRANSACTION.
(a)-(j) On June 28, 2000, each of Parent, Canisco Acquisition, Inc., a
Delaware corporation and a wholly owned subsidiary of Parent ("Merger
Subsidiary"), and Company entered into an Agreement and Plan of Merger (as
amended, the "Merger Agreement"). The Merger Agreement is incorporated herein by
reference. The Merger Agreement provides for the commencement of a tender offer
by which Merger Subsidiary will purchase all the outstanding Shares, at a price
of $1.00 per Share, net to the seller in cash, without interest upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated July 17,
2000 (the "Offer to Purchase"), and the related Letter of Transmittal (which
Letter of Transmittal, together with the Offer to Purchase, as amended or
supplemented from time to time constitute the "Offer"). Following the Offer,
Merger Subsidiary will be merged with and into the Company (the "Merger"). As a
result of the Offer and Merger, the Company would become an indirect wholly
owned subsidiary of Parent. Concurrently with the execution of the Merger
Agreement, Parent and the Shareholders entered into a Voting Agreement, dated
June 28, 2000 (the "Voting Agreement"). The Voting Agreement is incorporated
herein by reference. Pursuant to the Voting Agreement, the Shareholders have
agreed, among other things, that they will vote their Shares in favor of the
Merger Agreement at any meeting of stockholders of the Company which may be
convened to approve the Merger Agreement.
The purpose of the Merger, the Merger Agreement and the Voting Agreement is
to enable Parent to acquire control of all of the outstanding capital stock of
the Company. Upon consummation of the Merger, the Company will become an
indirect wholly owned subsidiary of Parent. Upon acquiring control of the
Company, Parent will continue to evaluate the business and operations of the
Company and will effect such changes as it deems appropriate under the
circumstances and conditions then existing. Such changes could include, among
other things, changes in the Company's corporate structure, capitalization or
dividend policy.
Except as otherwise discussed herein, neither Parent or any Shareholder
nor, to the best of their knowledge, any person named on Schedule I hereto, has
any plans or proposals which
-18-
<PAGE>
would relate to or would result in any of the transactions described in sub
paragraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Parent and the Shareholders beneficially own an aggregate of 385,126
Shares, constituting approximately 15.2% of the Shares issued and outstanding as
of June 28, 2000.
Except as set forth in this Item 5(a), none of Parent, any Shareholder
or, to the best of their knowledge, any person named on Schedule I hereto,
beneficially owns any Shares.
(b) Parent and the Shareholders share voting and disposition power with
respect to an aggregate of 385,126 Shares.
(c) Except as set forth in Item 4, none of Parent or any Shareholder,
or, to the best of their knowledge, any person named on Schedule I hereto, has
effected any transaction in Shares during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as described below, none of the Reporting Persons or, to the best of
their knowledge, any person named in Schedule I hereto, has any contract,
arrangement, understanding or relationship with any other person with respect to
any security of the Company. Concurrently with the execution of the Merger
Agreement, and as required by Parent and Merger Subsidiary, the Shareholders
executed the Voting Agreement.
MERGER AGREEMENT. The following is a summary of the material terms of the
Merger Agreement. This summary is not a complete description of the terms and
conditions thereof and is qualified in its entirety by reference to the full
text of the Merger Agreement which is incorporated herein by reference.
The Merger Agreement provides that, on the terms and upon the satisfaction
of the conditions precedent contained therein, Merger Subsidiary will be merged
with and into the Company and the Company will become an indirect wholly owned
subsidiary of Parent. The respective obligations of each party to effect the
Merger are subject to the satisfaction on or prior to the closing of the Merger,
of each of the following conditions: (1) the Merger Agreement and the Merger
have been approved and adopted by the stockholders of the Company if required by
-19-
<PAGE>
and in accordance with the Delaware General Corporation Law; (2) no statute,
rule order, decree, regulation, executive order, ruling or temporary or
permanent injunction has been enacted, entered, promulgated or enforced by any
federal, state, local or foreign governmental entity of competent jurisdiction
which prohibits the consummation of the Merger and all foreign or domestic
governmental consents, order and approvals, including but not limited to
approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, required for the consummation of the Merger and the transactions
contemplated by the Merger Agreement have been obtained and are in effect at the
effective time of the Merger; and (3) Merger Subsidiary or an affiliate has
purchased Shares pursuant to the Offer.
VOTING AGREEMENT. The following is a summary of the material terms of the
Voting Agreement. This summary is not a complete description of the terms and
conditions thereof and is qualified in its entirety by reference to the full
text of the Voting Agreement which is incorporated herein by reference.
Pursuant to the terms of the Voting Agreement, each Shareholder shall at
every annual special or adjourned meeting (including any consents in lieu of a
meeting), vote his Shares (i) in favor of the approval of the Merger Agreement
and the transactions contemplated by the Merger Agreement, (ii) against any
Acquisition Proposal (as defined in the Voting Agreement) involving the Company,
or any action or agreement that would result in a breach of any covenant,
representation, warranty or any other obligation or agreement of the Company
under the Merger Agreement or which could result in any of the conditions to the
Company's obligations under the Merger Agreement not being fulfilled, and (iii)
in favor of any other matter relating to the consummation of the transactions
contemplated by the Merger Agreement. The Voting Agreement further provides that
during the Term (as defined in the Voting Agreement) each Shareholder shall not
(other than tendering Shares to Parent and Merger Subsidiary pursuant to the
transactions described in the Merger Agreement) (a) sell, transfer, pledge,
grant a security interest in or lien on or otherwise dispose of or encumber any
of his Shares or relinquish control of the voting power with respect to any of
his Shares, (b) deposit any of his or her Shares into a voting trust, enter into
a voting agreement or arrangement or grant any proxy (except a proxy under the
proxy statement, if any, voted in accordance with this Agreement) with respect
to any of his Shares, or (c) enter into any contract, option or other
arrangement or undertaking with respect to the direct or indirect acquisition of
sale, assignment, transfer, pledge, grant of a security interest in or lien on
or other disposition of or encumbrance on his Shares.
The term of the Voting Agreement is the period from the date of execution
of the Voting Agreement until the earlier of the date of termination of the
Merger Agreement or the date of the Closing of the transactions contemplated
thereby.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Agreement and Plan of Merger, dated as of June 28, 2000, as
amended as of July 10, 2000, by and among Kenny Industrial
Services, L.LC., Canisco Acquisition
-20-
<PAGE>
Inc., and Canisco Resources Inc., incorporated by reference to
the Schedule TO filed by Kenny Industrial Services, L.L.C.
with the Securities and Exchange Commission on June 28, 2000.
Exhibit 2 Voting Agreement, dated as of June 28, 2000, by and among Michael
Olson, Teddy Mansfield, Ralph A. Trallo, Dale L. Ferguson, Thomas
P. McShane, and W. Lawrence Petrovic and Kenny Industrial
Services, L.L.C., incorporated by reference to the Schedule 14D-9
filed by Canisco Resources, Inc. with the Securities and Exchange
Commission on June 28, 2000.
Exhibit 3 Offer to Purchase, dated July 10, 2000, incorporated by
reference to the Schedule TO filed by Kenny Industrial
Services, L.L.C. with the Securities and Exchange Commission
on June 28, 2000.
-21-
<PAGE>
SIGNATURE
Each Reporting Person agrees to the joint filing on behalf of each of them,
of this Schedule 13D.
Each Reporting Person certifies that, after reasonable inquiry and to the
best of its knowledge and belief, the information set forth in this statement is
true, complete and correct.
Dated: August 4, 2000 KENNY INDUSTRIAL SERVICES, LLC
By /s/ MICHAEL G. ROTHMAN
-----------------------------------
Name: Michael G. Rothman
Title: Chief Executive Officer
Dated: August 4, 2000 By /s/ MICHAEL OLSON
-----------------------------------
Michael Olson
Dated: August 4, 2000 By /s/ TED MANSFIELD
-----------------------------------
Ted Mansfield
Dated: August 4, 2000 By /s/ RALPH A. TRALLO
-----------------------------------
Ralph A. Trallo
Dated: August 4, 2000 By /s/ DALE L. FERGUSON
-----------------------------------
Dale L. Ferguson
Dated: August 4, 2000 By /s/ THOMAS P. MCSHANE
-----------------------------------
Thomas P. McShane
Dated: August 4, 2000 By /s/ W. LAWRENCE PETCOVIC
-----------------------------------
W. Lawrence Petcovic
-22-
<PAGE>
SCHEDULE I
INFORMATION CONCERNING THE DIRECTORS AND
EXECUTIVE OFFICERS OF PARENT
Set forth below is the name and present principal occupation or employment,
and material occupations, positions, offices or employments for the past five
years, of each director and executive officer of Parent. Each such person is a
citizen of the United States of America. Unless otherwise indicated, the current
business address of each such person is c/o Kenny Industrial Services, L.L.C.,
414 N. Orleans, Suite 202, Chicago, Illinois 60610. Unless otherwise indicated,
each occupation set forth opposite an individual's name refers to employment
with Parent. Unless otherwise indicated, each such person has held his or her
present occupation as set forth below, or has been an executive officer at
Parent, or the organization indicated, since the inception of Parent in February
1998. Directors of Parent are identified by an asterisk.
DIRECTORS AND EXECUTIVE OFFICERS OF PARENT
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT; MATERIAL POSITIONS HELD
NAME DURING THE PAST FIVE YEARS
---- --------------------------
MICHAEL G. ROTHMAN* Mr. Rothman co-founded Parent. Prior to
CHIEF EXECUTIVE OFFICER, founding Parent, Mr. Rothman co-founded
OPERATING BOARD MEMBER Industrial Cleaning Specialists ("ICS")
and he operated it from 1994 until 1998
when it merged with The CleanUp Company
to create Kenny Industrial Services,
L.L.C.
MICHAEL J. CHAKOS* Prior to joining Parent in connection
CHIEF FINANCIAL OFFICER, with the J.L. Manta acquisition in
OPERATING BOARD MEMBER November 1998, Mr. Chakos served as
Chief Financial Officer of J.L. Manta.
WILFRED COLON Mr. Colon co-founded Parent. Mr. Colon
PRESIDENT, is responsible for Parent's Midwest
INDUSTRIAL CLEANING DIVISION industrial cleaning business and manages
several of the largest customer
accounts, including U.S. Steel. Prior to
joining Parent, Mr. Colon co-founded ICS
with Mr. Rothman in 1994.
JOHN L. MANTA Prior to joining Parent Mr. Manta served
PRESIDENT, as President of J.L. Manta from 1994 to
INDUSTRIAL COATINGS DIVISION 1998.
HOWARD L. KATZ Mr. Katz has been with Parent since its
EXECUTIVE VICE PRESIDENT, inception in 1998. Mr. Katz's
GENERAL COUNSEL responsibilities at Parent include
corporate counsel and all corporate
financing. Prior to joining Parent, Mr.
Katz was a consultant for Development
Specialists Incorporated, a financial
workout and turnaround-consulting firm,
where he specialized in restructuring
businesses in financial distress.
JOHN I. JELLINEK* Mr. Jellinek is a co-founder of Parent.
OPERATING BOARD MEMBER Mr. Jellinek is President of Jelco
Ventures, Inc., a private equity
investment firm founded in 1971. He has
also served since 1997 as an investor
with and a consultant to Mesirow
Financial's Private Equity Funds. Mr.
Jellinek is member of the Board of
Directors of SMS Technology, Inc.,
GOOItech, Inc., Paragon Solutions, Inc.,
JusticeLink.com and Capital Resource
Advisors. In addition, Mr. Jellinek is a
co-founder of the Entrepreneur
Foundation at Miami University and has
served as a co-trustee of the Miami
University fund and its Business School
Board. In addition, Mr. Jellinek is
presently a Partner with Value Investing
Partners, Inc. and is a minority
shareholder in that firm.
PHILIP B. KENNY* Mr. Kenny is a co-founder of Parent. Mr.
Kenny is currently President
-23-
<PAGE>
OPERATING BOARD MEMBER of Seven K Construction Company and
Northgate Investment Company. Seven K is
an affiliate of Kenny Construction
Company, a 65 year old construction firm
based in Chicago.
STEPHEN T. KIRBY* Mr. Kirby is currently Co-manager of
OPERATING BOARD MEMBER Bluestem Capital Company ("Bluestem"), a
private equity investment fund, and
President of Kirby Capital Corporation,
a venture capital firm based in Sioux
Falls, South Dakota. He has been with
Kirby Capital Corporation since its
formation in 1992.
JOHN F. MEGRUE* Mr. Megrue is currently a partner of
OPERATING BOARD MEMBER Saunders, Karp & Megrue, a private
merchant bank engaged in the acquisition
and ownership of operating businesses.
Mr. Megrue is responsible for the firm's
investments and serves as director for
many of the firm's portfolio companies.
The firm currently manages over $800
million in two private equity funds. Mr.
Megrue has served on Parent's Operating
Board since April 2000. Mr. Megrue
joined Saunders Karp & Megrue in 1992.
JAMES M. DWORKIN* Mr. Dworkin is a partner of Saunders,
OPERATING BOARD MEMBER Karp & Megrue, a private merchant bank
engaged in the acquisition and ownership
of operating businesses. Before joining
Saunders, Karp & Megrue in 1998, Mr.
Dworkin was a Managing Director at BT
Capital Partners, Inc., the private
equity investment arm of BT Alex Brown.
Mr. Dworkin has served on Parent's
Operating Board since April 2000.
-24-
