SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Team, Inc.
(Name of issuer)
Common Stock ($.30 par value per share)
(Title of Class of Securities)
878155100
(CUSIP Number)
J. Thomas Morris, 2081 East Ocean Boulevard, Stuart, FL 34996 (561) 286-7175
(Name, Address and Telephone Number of Persons Authorized to Receive
Notice and Communications)
June 30, 1997
(Date of Event Which Requires filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
The information contained on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act.
<PAGE>
CUSIP No. 878155100
1. Name of Reporting Persons S.S. Or I.R.S. Identification Nos. Of Above
Persons
Armstrong International, Inc. (Tax I.D. # 38-0308010)
2. Check the Appropriate Box if a Member of a Group a)
b)
3. SEC Use Only
4. Source of Funds BK
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
6. Citizenship or Place of Organization State of Michigan
Number of 7. Sole Voting Power 650,000
Shares Bene-
ficially
Owned by 8. Shared Voting Power
Each Report-
ing Person
With 9. Sole Dispositive Power 650,000
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person 650,000
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11) 11.17%
14. Type of Reporting Person CO
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Item 1. Security and Issuer.
Common Stock ($.30 par value per share) of Team, Inc. whose principal
executive offices are located at 1019 South Hood Street, Alvin, Texas 77511.
Item 2. Identity and Background.
Armstrong International, Inc. ("Armstrong") is a corporation incorporated
under the laws of the State of Michigan. Armstrong's principal business is the
manufacture and distribution of equipment for industrial and commercial steam
systems. Armstrong's principal manufacturing facility is located at 816 Maple
Street, Three Rivers, Michigan 49093. Armstrong's principal office is located at
2081 East Ocean Boulevard, Stuart, Florida 34996. During the past five (5)
years, Armstrong has not been convicted in a criminal proceeding and is not and
has not been a party to any civil proceeding of a judicial or administrative
body resulting in any judgment, decree or final order against Armstrong
enjoining future violations of, 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 securities were purchased from Team, Inc. in a private placement
transaction for a total purchase price of $1,950,000. The funds were borrowed
from the First National Bank of Chicago pursuant to Armstrong's short-term
credit facility with such institution.
Item 4. Purpose of Transaction.
Armstrong has purchased the securities for investment purposes. Armstrong
may purchase additional shares of Team, Inc. Common Stock through market
transactions or otherwise. Armstrong's purchases of additional Team, Inc. stock
are restricted pursuant to the terms of a Standstill and Voting Agreement dated
June 30, 1997, as more fully described in Item 6 below.
Item 5. Interest in Securities of the Issuer.
Armstrong beneficially owns 650,000 shares of Team, Inc. Common Stock,
which represents 11.17% of the issued and outstanding shares of Team, Inc.'s
Common Stock. Armstrong has sole power to vote and dispose of such stock,
subject to the terms of a Standstill and Voting Agreement described in Item 6.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Armstrong and Team, Inc have entered into a Standstill and Voting Agreement
dated June 30, 1997. During a five year term beginning June 30, 1997, Armstrong
has granted proxies to Team's management on certain issues submitted to a vote
of the shareholders. In addition, Armstrong (including any of its affiliates or
members of a group in which Armstrong may also be a member) may not make
purchases of Team's stock during the five (5) year term of the Agreement in
aggregate amounts such that Armstrong would beneficially own more than thirty
percent (30%) of the issued and outstanding voting stock of Team, Inc. on a
fully diluted basis.
<PAGE>
Item 7. Material to be Filed as Exhibits.
Filed herewith as Exhibit I is a copy of the Standstill and Voting
Agreement dated June 30, 1997 entered into by Armstrong and Team, Inc. which
relates to the giving of proxies as disclosed in Item 6.
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.
ARMSTRONG INTERNATIONAL, INC.
By: /s/ Stephen P. Gibson
Date Stephen P. Gibson
Its: Vice President
Title
STANDSTILL AND VOTING AGREEMENT
THIS STANDSTILL AND VOTING AGREEMENT (the "Agreement"), is entered into on this
the ___ day of June, 1997, by and between Team, Inc., a Texas corporation
("Team") and Armstrong International, Inc., a Michigan corporation
("Shareholder"). Team and the Shareholder are referred to collectively herein as
the "Parties."
Introduction
Pursuant to a Stock Purchase Agreement of even date herewith ("Stock
Purchase Agreement"), Shareholder is acquiring 650,000 shares ("Shares") of the
common stock, $0.30 par value per share ("Common Stock"), of Team and the
Shareholder has agreed to execute this Agreement as additional consideration to
Team under the Stock Purchase Agreement.
The Shareholder and Team have agreed that this Agreement shall be
executed as a condition precedent to the closing of the transactions
contemplated by the Stock Purchase Agreement, in order to promote the stability
of the management of Team, in recognition that such stability is necessary and
desirable for Team, and for the Shareholder as a result of its substantial
investment in Team represented by the Shares, to promote stable relationships
with customers, suppliers and lenders, to assist in recruiting key employees and
to avoid contributing to excessive volatility in the market price of Team Common
Stock.
Agreement
NOW, THEREFORE, in consideration of the premises and the mutual
promises herein made and in consideration of the representations, warranties and
covenants herein contained, the Parties agree as follows:
<PAGE>
Section 1 Standstill Agreement.
1.1 Shareholder agrees that, except to the extent provided
in Section 1.2, during the period beginning on the date of this Agreement and
ending on the date five years after the date of this Agreement ("Standstill
Term"), it will not acquire or agree to acquire, or cause or permit any
"Affiliate" (as hereinafter defined) or any Group (as hereinafter defined) of
which Shareholder is a member to acquire or agree to acquire, (a) any Common
Stock, or any other securities ("Other Voting Securities")of Team that
entitle the holder thereof to vote or may entitle the holder thereof to vote
under certain circumstances (including but not limited to the right to vote on
matters as to which the Texas Business Corporation Act ("TBCA") and/or the
articles of incorporation or bylaws of Team require or permit voting by a class
of securities that ordinarily does not have the right to vote on matters
submitted to a vote of Shareholder), (b) any option, warrant or other right to
acquire Common Stock or Other Voting Securities, (c) any option, warrant or
other right to acquire securities or other rights convertible into or
exchangeable for Common Stock or Other Voting Securities, or (d) any right or
power ("Voting Right") to vote, or to control, direct or influence the
manner of voting of, Common Stock or Other Voting Securities, or any option
or other right to acquire a Voting Right. The ownership or possession of,
or right to acquire ownership or possession of, Common Stock, Other Voting
Securities or Voting Rights (collectively, "Team Voting Securities") as covered
in items (a), (b), (c) and (d) above are sometimes collectively referred to
hereinafter as "Voting Power."
1.2 The restrictions set forth in Section 1.1 shall not apply
to Shareholder or its Affiliate or Group if (a) at the time of a proposed
transaction otherwise subject to Section 1.1 the Shareholder and its Affiliates
and any Group of which it is a member collectively have Voting Power with
respect to no more than 30% of the issued and outstanding shares of Team Voting
Securities, and (b) upon consummation of the proposed transaction the
Shareholder and Affiliates and any Group of which it is a member will continue
to have Voting Power with respect to no more than 30% of the issued and
outstanding shares of Team Voting Securities, determined on a Fully Diluted
Basis. "Fully Diluted Basis" means, with respect to calculating percentage
ownership of the Common Stock, treating as currently issued and outstanding all
shares of Common Stock that Team may be required to issue in the future in
connection with currently valid, binding and enforceable options, warrants,
purchase rights, subscription rights, conversion rights, exchange rights, or
other contracts or commitments that could require Team to issue, sell, or cause
to become outstanding, any of its Common Stock.
1.3 As used in this Agreement, (a) an "Affiliate" of, or
person "Affiliated" with, a specified person, is a person or entity that
directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the person specified, and shall
include (without limitation of the foregoing) any entity of which Shareholder
and/or any of the beneficial owners of Shareholder's outstanding shares of stock
own 10% or more of the outstanding voting securities and/or voting rights, and
(b) the term "Group" means a person and entities and persons under Shareholder's
direct or indirect control or acting on Shareholder's behalf or with whom
Shareholder or such other person in a control relationship to Shareholder and/or
any member of a group of persons is acting together to accomplish the same or
similar objective or bring about the same events, including by example,
objectives which would usurp the limitations of this Agreement.
<PAGE>
1.4 Under that certain Rights Agreement ("Rights Agreement"),
by and between Team and Ameritrust Company, N.A., dated October 24, 1990, the
acquisition by any shareholder or group of shareholders and/or their affiliates
of 15% of the Common Stock triggers certain rights of other holders of the
Common Stock. Accordingly, if during the Standstill Term Shareholder or an
Affiliate or a member of a Group of which Shareholder is a member proposes to
enter into an agreement to acquire or to acquire Common Stock, Other Voting
Securities or Voting Rights representing Voting Power over 2 1/2% or more of the
issued and outstanding Common Stock of Team such Shareholder or Affiliate or
Group member shall give Team not less than 5 days written notice prior to
entering into such agreement or making such acquisition, which notice shall
describe in reasonable detail the proposed acquisition. Team shall, promptly
after receipt of such notice, take such actions as reasonably necessary to
terminate the Rights Agreement.
1.5 During the Standstill Term, sales or other dispositions of
Common Stock by Shareholder or any Affiliate or a member of a Group of which
Shareholder is a member shall be made only (a) by means of a firm commitment
underwriting pursuant to the registration rights provided in that certain
Registration Rights Agreement, of even date herewith, by and between Team and
Shareholder (the "Registration Rights Agreement") or (b) in "brokers'
transactions", as such term is defined in Rule 144(g) under the Securities Act
of 1933, as amended ("Act") or (c) in accordance with Section 6 of this
Agreement. Shares of Common Stock sold pursuant to (a) or (b) above shall
<PAGE>
pass to the purchaser free of this Agreement, and Team shall execute such
acknowledgments thereof as the selling Shareholder or purchaser may reasonably
request at the time of sale.
Section 2. Voting Agreement.
2.1 Shareholder agrees with Team that during the Standstill
Term all shares of Team Common Stock owned by Shareholder or any Affiliate or
any Group of which it is a member shall be voted in the manner recommended to
Shareholder by a majority of the members of the Board of Directors of Team as to
(a) any election of a director or directors of Team, and (b) any merger,
consolidation, dissolution, or a sale of all or substantially all of the assets
of Team; provided, however, that Shareholder (or any Affiliate or Group as the
case may be) shall be permitted in its sole discretion, to vote its shares of
Common Stock against any merger, consolidation, dissolution, or sale of all or
substantially all of the assets of Team. On all other matters submitted to a
vote of shareholders, Shareholder shall be entitled to direct the vote of its
shares of Team Voting Securities, in the manner provided in Section 2.3.
2.2 Shareholder hereby grants proxy ("Proxy") to William A.
Ryan or Marge Rogers ("Proxy Agents"), with full power of substitution, to vote
all of the shares of Team Common Stock owned by Shareholder on each and every
matter covered by Section 2.1(a) or (b) submitted to a vote of the Team
Shareholder during the Standstill Term. Shareholder further agrees that Team
shall have the right in its sole discretion to remove and replace such Proxy
Agents or appoint additional Proxy Agents, without notice to or consent of the
Shareholder. Such Proxies shall expire at the end of the Standstill Term.
SHAREHOLDER ACKNOWLEDGES AND AGREES THAT THE PROXIES GRANTED PURSUANT TO THIS
SECTION 2.2 ARE COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE. Shareholder
further agrees to execute, and to cause any Affiliate or member of a Group of
which it is a member that in the future acquires any Voting Power with respect
to Team Common Stock to execute, a proxy covering the Team Common Stock or other
rights giving rise to such Voting Power, on the same terms as provided in this
Section 2.
2.3 With respect to any matter covered by Section 2.1(a) or
(b), the Shareholder and Team hereby agree that the Proxy Agents shall vote its
Proxy in the manner provided in Sections 2.1 and 2.2, and each of the Proxy
Agents is hereby irrevocably so instructed. With respect to any matter submitted
to a vote of Shareholder and which is not covered by the terms of Section 2.1(a)
or (b), the Proxy Agents shall vote such shares in the manner instructed in
writing from time to time by the Shareholder, or, in the absence of written
instructions, in the manner recommended to Shareholder by a majority of the
Board of Directors of Team.
2.4 Shareholder agrees that neither it nor any Affiliate or
Group of which it is a member that has granted or in the future grants a Proxy
pursuant to this Section 2 shall have any right to challenge, contest or object
to any procedural or other matter relating to the recommendations to Shareholder
made by the Team Board of Directors as to the voting of Common Stock as to
matters detailed in Section 2.1(a) and 2.1(b) above.
<PAGE>
Section 3. Legend, Stop Order, Etc..
3.1 The Shareholder and Team acknowledge and agree that the
provisions of Sections 1.5 and 6 hereof constitute reasonable restrictions on
transfer of the shares of Common Stock of the Shareholder within the meaning of
Article 2.22 of the TBCA, and that the provisions of Section 2 hereof constitute
a voting agreement within the meaning of Article 2.30B of the TBCA.
3.2 The Shareholder and Team agree that each certificate
issued to Shareholder or an Affiliate or a Group of which it is a member
representing shares of Team Common Stock shall bear the following legend, which
legend shall not be included on certificates issued upon receipt of cancelled
certificates in respect of a transfer in compliance with the terms hereof:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
PROVISIONS OF AN AGREEMENT BETWEEN TEAM, INC. AND ARMSTRONG
INTERNATIONAL, INC., AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN
ACCORDANCE WITH SUCH AGREEMENT. THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE ALSO SUBJECT TO THE PROVISIONS OF A VOTING AGREEMENT
SET FORTH IN SUCH AGREEMENT, A COUNTERPART OF WHICH HAS BEEN DEPOSITED
WITH THE CORPORATION AT ITS PRINCIPAL OFFICE, AND A COPY OF WHICH WILL
BE PROVIDED TO ANY SHAREHOLDER UPON WRITTEN REQUEST.
3.3 The Shareholder and Team acknowledge and agree that a
counterpart of this Agreement shall be deposited with Team at its principal
office.
3.4 The Shareholder consents to the entry of a stop transfer
order with the transfer agent or agents of Team securities against the transfer
of Team Voting Securities except in compliance with the requirements of this
Agreement, or if Team is its own transfer agent with respect to any Team Voting
Securities, to the refusal by Team to transfer any such securities except in
compliance with the requirements of this Agreement.
Section 4. Certain Other Agreements of Shareholder. The Shareholder or
its Affiliates or any Group of which it is a member shall not, unless the prior
written consent of Team has been obtained (and then only to the extent express
written consent has been obtained): (a) solicit proxies or become a
"participant" in a "solicitation" (as such terms are defined in Regulation 14A
under the Act) in opposition to the recommendation of the majority of the
directors of Team with respect to any matter; or (b) join or permit any
Affiliate of them to join a partnership, limited partnership, syndicate, or
other group for the purpose of acquiring, holding or disposing of Team Voting
Securities within the meaning of Section 13(d) of the Act; or (c) initiate,
propose or otherwise solicit shareholders for any matter at any time or induce
or attempt to induce any other person to initiate any shareholder proposal or a
tender offer for shares of Team securities or any change of control of Team, or
for the purpose of convening a shareholders' meeting of Team; or (d) subject to
the limitation contained in Section 1.2, acquire or permit any entity under
their control to acquire, by purchase or otherwise, more than five percent of
any class of equity securities of any entity which, prior to the time they
acquire more than five percent of such class, is publicly disclosed (by filing
with the Securities and Exchange Commission or otherwise) to be the beneficial
owner of more than five percent of any class of Team Voting Securities; provided
that if Shareholder and/or its Affiliates or
<PAGE>
a member of a Group of which it is a member acquires control of such entity,
Team shall have the right to purchase the Team Voting Securities owned by such
entity in accordance with Section 6.
Section 5. Representations and Warranties of Shareholder. Shareholder
hereby represents and warrants to Team that: (a) Except for the Common Stock
being acquired by it pursuant to the Stock Purchase Agreement, neither of it nor
any of its Affiliates nor any member of a Group, if any, directly or indirectly,
owns (or has any option or other right to acquire) any Common Stock, and (b) it
is not acting in concert with any person with respect to the Common Stock.
Section 6. Right of First Refusal.
6.1 During the Standstill Term, sales or other dispositions of
Common Stock by Shareholder or any Affiliate or a member of a Group of which
Shareholder is a member shall be made only (a) by means of a firm commitment
underwriting pursuant to the registration rights provided in the Registration
Rights Agreement or (b) in "brokers' transactions", as such term is defined in
Rule 144(g) under the Securities Act of 1933, as amended ("Act") or (c) in
accordance with the terms of this Section 6. Simultaneously with notifying Team
of the exercise of its right to sell shares pursuant to subsection (a) of this
Section 6.1, Shareholder shall offer to sell Team all of the shares which
Shareholder wishes to sell pursuant to subsection 6.1(a) for a price per share
which is equal to the average closing price of Team shares as reported by the
Wall Street Journal for each of the ten trading days immediately preceding the
date of Shareholder's notice to Team.
6.2 If Shareholder shall receive a bona fide offer from a
third party or parties to purchase or otherwise acquire Common Stock therefrom
at any time, it shall have the right to sell or dispose of the amount of Common
Stock which is the subject of such offer by such third party or parties if,
prior to such sale, transfer or other disposition, Team shall have been given
the opportunity, in the following manner, to purchase such Common Stock:
(a) Shareholder shall give notice (the "Transfer Notice") to Team
in writing of such intention, specifying the name of the proposed
purchaser or transferor, the number of shares of Common Stock proposed
to be transferred, the proposed price therefor and the other material
terms upon which such disposition is proposed to be made.
(b) Team shall have the right, exercisable by written notice
given by Team within 20 business days after receipt of such Transfer
Notice to purchase (or to cause a corporation, entity, person or group
designated by Team to purchase) all, but not a part of, the shares of
Common Stock specified in such Transfer Notice for cash at the price
set forth therein. If Team exercises its right of first refusal
hereunder, the closing of the purchase of the shares of Common Stock
with respect to which such right has been exercised shall take place
within the later to occur of 30 business days after the date of the
notice by Team or seven business days after receipt by Team of any
required governmental or Shareholder' approvals and any necessary
financing is approved and obtained (which must be obtained, if at all,
within 45 days of Team's receipt of the Transfer Notice). Upon
exercise of its right of first refusal, Team shall be legally
obligated to use its best efforts to secure all approvals required in
connection therewith and shall be liable in damages to the selling
party if any failure of Team to perform its obligations hereunder
shall result in the failure of such purchase to occur.
<PAGE>
If the purchase price specified in the Transfer Notice includes
any property other than cash, such purchase price shall be deemed to
be the amount of any cash included in the purchase price plus the
value (as jointly determined by nationally recognized investment
banking firms selected by each party or, in the event such firms are
unable to agree, a third nationally recognized investment banking firm
to be selected by them) of such other property including in such
price. For this purpose: (1) The parties shall use their best efforts
to cause any determination of the value of any property included in
the purchase price to be made within seven days after the date of
delivery of the Transfer Notice; if the firms selected by the selling
party and Team are unable to agree upon the value of any such property
within such seven day period, the firms shall promptly select a third
firm whose determination shall be conclusive; and (2) the date on
which Team must exercise its right of first refusal shall be extended
until seven days after the determination of the value of property
included in the purchase price.
(c) If Team does not exercise its right of first refusal
hereunder within the time specified for such exercise, the party
giving the Transfer Notice shall be free during the period of 90
calendar days following the expiration of such time for exercise to
sell the shares of Common Stock specified in such Notice to the person
and at the price specified therein or at any price in excess thereof
and, if such sale is consummated, such shares of Common Stock shall be
transferred free of the terms and provisions of this Agreement.
6.3 In the event that any person shall make a tender or
exchange offer ("Tender Offer") for more than 20% of the outstanding Common
Stock of Team prior to the termination of this Agreement, Shareholder shall not
tender any Common Stock pursuant to such Tender Offer unless it gives notice to
Team no later than six days prior to the last day when securities may be
tendered in order to be accepted under such offer or to qualify for any
proration applicable to such offer (the "Tender Date") that it intends to tender
a specified number of shares of Common Stock pursuant to such offer. For
purposes hereof a Tender Offer to purchase shares of Common Stock shall be
deemed to be an offer at the price specified therein, without regard to any
provisions thereof with respect to proration or conditions to the offeror's
obligation to purchase. If notice is given, Team shall have the right,
exercisable by giving notice to Shareholder at least two days prior to the
Tender Date, to purchase or cause its designee to purchase the number of shares
of Common Stock specified in Shareholder's notice for cash. If Team exercises
such right by giving such notice, the closing of the purchase of the Common
Stock shall take place not later than one day prior to the Tender Date;
provided, however, that if the purchase price specified in the Tender Offer
includes any property other than cash, the closing shall occur within 30
calendar days after Team gives notice of the exercise of its right of first
refusal hereunder, and the value of any property included in the purchase price
shall be determined pursuant to the provisions of Section 6.2(b). If Team does
not exercise such right by giving such notice, then Shareholder shall be free to
accept the Tender Offer with respect to which such notice of exercise was given.
Shareholder shall have the right to withdraw such notice (whether or not Team
shall have theretofore given notice of withdrawal to Team at any time up to the
earlier of the closing of any purchase by Shareholder) or its designee or the
Tender Date. At any time on or before the day prior to the Tender Date, Team
shall have the right to withdraw its notice to Stockholder and decline to
purchase the common Stock in which event Shareholder shall be free to tender its
Common Stock pursuant to such offer. The purchase price to be paid by Team or
its designee pursuant to this Section 6.3 shall be (i) if such Tender Offer is
consummated, the purchase price that Shareholder would have received if it had
tendered its Common Stock and such Common Stock had been purchased in such
Tender Offer, including any
<PAGE>
increase in the price paid by the tender offeror after exercise by Team of its
right of first refusal hereunder, or (ii) if such Tender Offer is not
consummated, the highest price offered pursuant thereto, in each case with
property, if any, to be valued pursuant to the provisions of Section 6.2(b). In
the event that a Tender Offer is consummated, shares transferred to the tender
offeror in accordance with this Section 6.3 shall be transferred free of the
terms of this Agreement.
6.4 In the event that Team elects to exercise its rights of
first refusal under this Section 6, Team may specify in its notice of intention
to exercise such right another person as its designee to purchase the Common
Stock to which such notice relates. If Team shall designate another person as
the purchaser pursuant to this Section 6, this giving of notice of acceptance of
the right of first refusal by Team shall constitute a legally binding obligation
of Team to complete such purchase if such person shall fail to do so; provided,
however, that Team shall have its rights to withdrawal provided for in this
Section 6.
6.5 The pledge by Shareholder of its Common Stock to secure
indebtedness incurred by Shareholder or its Affiliates to a lending institution
not Affiliated with Shareholder shall not constitute a sale or other disposition
under Section 6.1 so long as no event of default has occurred under such pledge
or the underlying indebtedness; provided, however, that the instruments creating
such lending institution's security interest shall provide that such lending
institution shall notify the Company upon the occurrence of any event of default
under such instruments, and such instruments shall include the agreement of such
lending institution to comply with the provisions of this Section 6 in its sale
or disposition of the Shares under such instruments. The Parties hereby agree
that, in the event of a sale or a disposition of shares in accordance with this
Section 6, such shares shall be transferred free of the terms of this Agreement
and such lending institution is a permitted assignee of Shareholder's rights
under Section 10(e) of the Registration Rights Agreement.
Section 7. Miscellaneous Provisions.
7.1 The Parties acknowledge and agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to
an injunction or injunctions to prevent breaches of the provisions of this
Agreement and to enforce specifically the terms and provisions hereof in any
court of the United States or any state thereof having jurisdiction, this
being in addition to any other remedy to which they may be entitled at law or
equity.
7.2 No Party shall issue any press release or make any public
announcement relating to the subject matter of this Agreement prior to the
Closing without the prior written approval of Team and Shareholder; provided,
however, that any Party may make any public disclosure it believes in good
faith is required by applicable law or any listing or trading agreement
concerning its publicly-traded securities (in which case the disclosing Party
will use its reasonable efforts to advise the other Parties prior to making the
disclosure).
7.3 This Agreement shall not confer any rights or remedies upon
any Person other than the Parties and their respective successors and permitted
assigns.
<PAGE>
7.4 This Agreement (including the documents referred to
herein) constitutes the entire agreement among the Parties and supersedes any
prior understandings, agreements, or representations by or among the Parties,
written or oral, to the extent they have related in any way to the subject
matter hereof.
7.5 This Agreement shall be binding upon and inure to the
benefit of the Parties named herein and their respective successors and
permitted assigns. No Party may assign either this Agreement or any of his or
its rights, interests, or obligations hereunder without the prior written
approval of the Buyer and the Seller.
7.6 This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
7.7 The Section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
7.8 All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other communication hereunder shall be deemed duly given if (and then two
business days after) it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below.
If to Team: Team, Inc.
P.O. Box 123
Alvin, Texas 77512-0123
Attn: William A. Ryan, President
Telephone: (281) 331-6154
Facsimile: (281) 331-4107
Copy to: Chamberlain, Hrdlicka, White, Williams & Martin
1200 Smith Street, Suite 1400
Houston, Texas 77002-4310
Attn: Sidney B. Williams
Telephone: (713) 658-1818
Facsimile: (713) 658-2553
If to Shareholder: Armstrong International, Inc.
2081 SE Ocean Blvd., 4th Floor
Stuart, Florida 34996-3376
Attn: M. H. Armstrong, President
Telephone: (561) 286-7175
Facsimile: (561) 286-1001
<PAGE>
Copy to: J. Thomas Morris, Esq.
General Counsel
Armstrong International, Inc.
2081 SE Ocean Blvd., 4th Floor
Stuart, Florida 34996-3376
Telephone: (561) 286-7175
Facsimile: (561) 286-1001
Any Party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail, or electronic mail), but no such notice,
request, demand, claim, or other communication shall be deemed to have been duly
given unless and until it actually is received by the intended recipient. Any
Party may change the address to which notices, requests, demands, claims, and
other communications hereunder are to be delivered by giving the other Parties
notice in the manner herein set forth.
7.9 This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Texas without giving effect to
any choice or conflict of law provision or rule (whether of the State of Texas
or any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Texas.
7.10 No amendment of any provision of this Agreement shall be
valid unless the same shall be in writing and signed by Team and Shareholder. No
waiver by any Party of any default, misrepresentation, or breach of warranty or
covenant hereunder, whether intentional or not, shall be deemed to extend to any
prior or subsequent default, misrepresentation, or breach of warranty or
covenant hereunder or affect in any way any rights arising by virtue of any
prior or subsequent such occurrence.
7.11 Any term or provision of this Agreement that is invalid
or unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.
7.12 Each of the Parties will bear its own costs and expenses
(including legal fees and expenses) incurred in connection with this Agreement
and the transactions contemplated hereby.
7.13 The Parties have participated jointly in the negotiation
and drafting of this Agreement. In the event an ambiguity or question of intent
or interpretation arises, this Agreement shall be construed as if drafted
jointly by the Parties and no presumption or burden of proof shall arise
favoring or disfavoring any Party by virtue of the authorship of any of the
provisions of this Agreement. Any reference to any federal, state, local, or
foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise.
The word "including" shall mean including without limitation.
Section 8. Termination. Team and the Shareholder acknowledge and agree
that in the event that at any election of directors of Team, directors
other than directors nominated or
<PAGE>
recommended by the Board of Directors of Team are elected with the result that
after such election (including after any challenges, objections or disputes
regarding the solicitation or validity of proxies relating to such election or
any other matter relating to such election have been fully and finally resolved
with no further right of appeal) directors other than directors nominated or
recommended by the Board of Directors of Team constitute a majority of the Board
of Directors (such event being referred to hereinafter as a "Change in
Control"), then the objective of this Agreement of promoting management
stability will not have been accomplished and will not be further served by this
Agreement. Therefore, Team and the Shareholder agree that this Agreement shall
terminate upon a Change of Control.
Section 9. Conduct with Respect to Employees. Except with the written
consent of the other Party, neither Party nor any of its Affiliates shall
employ, during the Standstill Term and for six months thereafter, any person
employed by the other Party or any of its Affiliates at or at any time within
six months prior to the date on which such Party proposes to employ such person,
unless such person was previously terminated by the other Party.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the
date first above written.
SHAREHOLDER:
ARMSTRONG INTERNATIONAL, INC.
By:_______________/s/_______________________
Merrill H. Armstrong, President and Chief
Executive Officer
TEAM, INC.
By:______________/s/________________________
William A. Ryan, Chairman of the Board
and President
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Document No. 47513 ver. 1
