SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K / A
Amendment No. 1
X Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
or
Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _____ to _____
Commission File Number: 0-3585
EVEREST & JENNINGS INTERNATIONAL LTD.
(Exact name of Registrant as specified in its charter)
Delaware 95-2536185
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
4203 Earth City Expressway, Earth City, Missouri 63045
(Address of principal executive offices)
Registrant's telephone number, including area code: (314) 512-7000
PART III
Item 10. Directors and Executive Officers of the Registrant.
(a) Certain information with respect to each of the directors of the
Registrant is set forth below, including any positions they hold with the
Registrant and their business experience the past five years:
Principal Occupations and Affiliations Served
Over the Last Five Years and as
Directorships in Other Publicly Director
Name Age Held Companies Since
- ---- --- -------------------------------------- --------
Sandra L. Baylis 48 Executive Assistant, Brierley Investments 1995
Ltd., an Australian holding company,
since 1993; Executive Assistant, Pioneer
International Ltd.,a producer of building
construction materials, from 1990 to 1993.
Bevil J. Hogg 48 President and Chief Executive Officer of 1994
the Company since January 21, 1994;
Executive Vice President of the Company
from January 14, 1994 to January 20, 1994;
Chief Executive Officer of Medical Composite
Technology, Inc., a wheelchair designer and
manufacturer, from December 16, 1992 to
January 13, 1994; Chief Executive Officer
of Cycle Composite, Inc., a bicycle
manufacturer, from 1986 to December, 1992.
Rodney F. Price 52 Chairman of the Board of the Company 1994
since May 23, 1994; Director, Brierley
Investments Ltd., an Australian investment
holding company, since 1993; Managing
Director and Chief Executive Officer,
Pioneer International Ltd., a producer of
building construction materials, from 1990
to 1993; Managing Director and Chief
Executive Officer, Industrial Equity
Limited (IEL) from 1986 to 1989; Chairman,
Australia Media Ltd.
Robert C. 75 Private investor; Chairman of Zac 1982
Sherburne Industries, a manufacturer of computer
peripheral components, from February 1985
to June 1990; Director of Zero Corp. from
1975 to 1992; Director of Golden Systems Inc.
Charles D. Yie 37 General Partner of Ampersand Specialty 1994
Materials Ventures Limited Partnership
("ASMVLP"), a venture capital investment
company, since 1989; Principal from 1987
to 1989. Director of Aseco Corporation.
(b) Certain information with respect to each of the executive officers of
the Registrant is set forth below, including their business experience the
past five years:
Name and Position Officer Business Experience
With the Company Age Since During Past Five Years
- ----------------- --- ------- -------------------------------------
Bevil J. Hogg 48 1993 President and Chief Executive Officer of
President, Chief the Company since January 21, 1994;
Executive Officer Executive Vice President of the Company
and a Director from January 14, 1994 to January 20,
of the Company 1994; Chief Executive Officer of
Medical Composite Technology, Inc., a
wheelchair designer and manufacturer,
from December 16, 1992 to January 13,
1994; Chief Executive Officer of Cycle
Composite, Inc., a bicycle manufacturer,
from 1986 to December, 1992.
Timothy W. Evans 46 1993 Senior Vice President of the Company
Senior Vice President, since July 25, 1995; Vice President,
Chief Financial Officer Chief Financial Officer and Secretary of
and Secretary the Company since September 20, 1994;
Corporate Controller from June, 1993 to
September 20, 1994. Prior to joining
the Company was Director, Corporate
Development and Group Controller of
Chromalloy America Corporation, a large
diversified company.
Angelo A. Conti 38 1994 Senior Vice President, Operations of the
Senior Vice President, Company since July 25, 1995; Vice
Operations President, Operations of the Company
since June 16, 1994; Director,
International Operations of Herman
Miller, Inc., a manufacturer of office
furniture systems, from 1992 to 1994;
Director, Northeast Operations of Herman
Miller from 1988 to 1992.
John G. Cowan 57 1974 President and Chief Executive Officer of
President and Chief Everest & Jennings Canadian Limited,
Executive Officer of Ontario, Canada, a wholly-owned
Everest & Jennings subsidiary of the Company, since 1974. A
Canadian Limited Director of Everest & Jennings Canadian
Limited from 1974 to March, 1996.
Wim Van Voorst 44 1995 Chief Operating Officer, Everest and
Chief Operating Officer, Jennings Canadian Limited, since March
Chief Financial Officer 1996; Chief Financial Officer, Everest &
of Everest & Jennings Jennings Canadian Limited, since June
Canadian Limited 1995; Chief Financial Officer of
S.A. Armstrong Limited, a multinational
manu-facturer of pumps, valves and heat
exchangers, from 1992 to 1995; Finance
Director of Colgate-Palmolive India
Limited, a manufacturer of toothpaste
and soap, from 1988 to 1992.
Item 11. Executive Compensation.
For the fiscal years ended December 31, 1993, 1994 and 1995, the
following table presents summary information concerning compensation paid
by the Company as well as certain other compensation paid or accrued for
those years to the Chief Executive Officer and each of the other four most
highly compensated executive officers of the Company for services rendered
in all capacities:
SUMMARY COMPENSATION TABLE
Annual Compensation
------------------------------------------
Other
Annual
Name and Salary Bonus Compensation
Principal Position Year ($) ($) ($)
- ------------------ ---- ------ ----- ------------
Bevil J. Hogg <F1> 1995 223,000 0 0
President and 1994 211,666 0 0
Chief Executive Officer 1993 - - -
of the Company
Timothy W. Evans <F3> 1995 116,613 0 0
Senior Vice President 1994 100,000 0 0
and Chief Financial Officer 1993 - - -
of the Company
Angelo A. Conti <F5> 1995 116,063 0 0
Senior Vice President, 1994 52,083 0 0
Operations of the Company 1993 - - -
Robert B. Senn <F7> 1995 161,884 0 0
Executive Vice President, 1994 53,246 0 0
Sales & Marketing 1993 - - -
John G. Cowan 1995 120,066 0 0
President of 1994 118,260 0 0
E&J Canadian Limited 1993 121,500 0 0
SUMMARY COMPENSATION TABLE (continued)
Long-Term Compensation
----------------------------------
Awards Payouts
---------------------- -------
Restricted All
Stock Options/ LTIP Other
Name and Award(s) SARs Payouts Compensation
Principal Position ($) ($) ($) ($)
- ------------------ ------- ------ ----- ------------
Bevil J. Hogg 0 0 0 0
President and 0 1,000,000 0 58,679<F2>
Chief Executive Officer - - - -
of the Company
Timothy W. Evans 0 75,000 0 0
Senior Vice President 0 75,000 0 135<F4>
and Chief Financial - - - -
Officer of the Company
Angelo A. Conti 0 75,000 0 45,291<F6>
Senior Vice President, 0 75,000 0 19,943<F6>
Operations of the Company - - - -
Robert B. Senn 0 0 0 11,023<F8>
Executive Vice President, 0 0 0 75,742<F8>
Sales & Marketing - - - -
John G. Cowan 0 0 0 0
President of 0 250,000 0 0
E&J Canadian Limited 0 0 0 0
[FN]
<F1>
Hired on January 21, 1994.
<F2>
Represents relocation expense in connection with his hiring including
$10,680 tax gross-up on relocation expenses.
<F3>
Promoted to executive officer on September 20, 1994; he was employed
by the Company on June 1, 1993.
<F4>
Represents the Company's matching contribution under the 401K Plan.
<F5>
Hired on June 16, 1994.
<F6>
Represents relocation expense in connection with his hiring including
$22,809 tax gross-up on relocation expenses.
<F7>
Hired on September 12, 1994; resigned December 1, 1995.
<F8>
Represents relocation expense in connection with his hiring including
$41,172 tax gross-up on relocation expenses.
The Company has not included in the table above the value of incidental
personal perquisites furnished by the Company to its executive officers
since such incidental personal value did not exceed the lesser of $50,000
or 10% of the total of annual salary and bonus reported for the named
executive officers in the table above.
The following table presents information concerning grants of stock
options to the named executive officers for 1995. The exercise price for
all of the grants of stock options was greater than the fair market value
on the date of the grant.
OPTION GRANTS DURING THE
FISCAL YEAR ENDED DECEMBER 31, 1995
Individual Grants
------------------------------------------------
% of Total
Options
Granted to
Options Employees Exercise or
Granted in Fiscal Base Price Expiration
Name # 1995 ($/Sh) Date
- ------------------ ------ ---------- --------- ----------
Bevil J. Hogg -- -- -- --
Timothy W. Evans 75,000 7% .85 11/1/99
Angelo C. Conti 75,000 7% .85 11/1/99
John G. Cowan -- -- -- --
Robert B. Senn -- -- -- --
OPTION GRANTS DURING THE
FISCAL YEAR ENDED DECEMBER 31, 1995
(continued)
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price Appreciation
for Option Term <F1>
--------------------------
5% ($) 10% ($)
------ -------
Bevil J. Hogg -- --
Timothy W. Evans 12,604 57,832
Angelo C. Conti 12,604 57,832
John G. Cowan -- --
Robert B. Senn -- --
[FN]
<F1>
The dollar amounts under the 5% and 10% columns in the Option Grants
table are the result of calculations required by rules of the
Securities and Exchange Commission and, therefore, are not intended to
forecast possible future appreciation of the stock price of the Common
Stock of the Company. Although permitted by SEC rules, the Company
did not use an alternative formula or model to compute a grant date
valuation because, given the Company's recent financial performance,
the Company is not aware of any formula which will determine with any
reasonable degree of accuracy a present value based on future unknown
or volatile factors. Amounts shown reflect the difference between the
appreciation and the exercise price.
The following table sets forth information with respect to the named
executive officers regarding the value of their unexercised uptions held as
of December 31, 1995. No options were exercised during 1995.
AGGREGATED OPTION VALUES AT DECEMBER 31, 1995
Number of Unexercised Value of Unexercised
Options at In-the-Money Options
December 31, 1995 at December 31, 1995
(#) ($)
------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
Bevil J. Hogg 524,589 600,000 54,107 0
Timothy W. Evans 14,000 150,000 0 0
Angelo C. Conti 0 150,000 0 0
John G. Cowan 62,500 250,000 0 0
Robert B. Senn 0 0 0 0
Report of the Board of Directors on Executive Compensation
The Board is responsible for developing and implementing the Company's
executive compensation program and determines on an annual basis the nature
and amount of compensation to be paid to the President and Chief Executive
Officer and to the other executive officers of the Company.
The compensation program for executive officers, including the
President and Chief Executive Officer, currently consists of annual base
compensation, participation in the Company's 1994 Stock Option Plan ("1994
Plan") and other employee benefit programs.
As the Company has restructured and replaced members of its management
team, it has attempted to lower the compensation levels paid to senior
officers (including the Chief Executive Officer) while at the same time
removing reporting layers, thus flattening the organization structure.
When the Company returns to profitable operations, some compensation levels
may be reviewed and bonus plans may be implemented to raise the
compensation levels of those senior officers who were instrumental in this
recovery.
In 1995 the Board of Directors granted stock options to three executive
officers and certain associates. The quantity of options granted an
individual associate was based on the level of their position within the
organization and was generally established at a level intended to incent
associates to perform in a manner that promotes the overall performance of
the Company.
The Revenue Reconciliation Act of 1993 (the "Act") precludes the
Company from making a deduction for certain compensation in excess of $1
million per year paid or accrued with respect to the Chief Executive
Officer and the four other highest paid Executive Officers on and after
January 1, 1994. As of April 24, 1996, neither the Board nor the Company
has taken any action to qualify compensation (not otherwise qualified under
the Act) for deduction by the Company. Based on present levels of
compensation, it does not appear that any of the named executive officers'
non-deductible compensation will exceed $1 million in 1996.
1995 Board of Directors
-----------------------
Sandra L. Baylis
Bevil J. Hogg
Rodney F. Price
Robert C. Sherburne
Charles D. Yie
Compensation Committee Interlocks and Insider Participation
During the fiscal year ended December 31, 1995, no officers or
employees of the Company or any of its subsidiaries, other than Bevil J.
Hogg, President and Chief Executive Officer of the Company, participated in
deliberations of the Company's Board concerning executive officer
compensation and there were no interlocking relationships between any
executive officer of the Company and any other entity.
COMPARATIVE STOCK PERFORMANCE
The following graph sets forth a comparison of cumulative total stockholder
returns (assuming investment of $100 at December 31, 1990 and reinvestment
of dividends) of the Company's Class A Common shares and Class B common
shares (single class after November 18, 1993), the Standard & Poors 500
Composite Stock index ("S&P 500"), and the Standard & Poors Health Care
Composite Index ("Health Care Composite") for the period from December 31,
1990 through December 31, 1995.
1991 1992 1993 1994 1995
---- ---- ---- ---- ----
S&P 500 Index $130 $140 $155 $157 $215
Health Care Composite $154 $129 $118 $134 $211
E&J Class A Common $200 $138 $115 $ 45 $ 58
E&J Class B Common $182 $ 95 $ 79 $ 31 $ 40
Item 12. Security Ownership of Certain Benficial Owners and Management.
The following table sets forth the beneficial stock ownership as of
March 31, 1996 of each member of the Board of Directors each of the
executive officers named in the Summary Compensation Table in Item 11, and
of the directors and executive officers as a group. The number of shares
shown includes shares, if any, held beneficially or of record by each
person's spouse; voting and investment power of the shares also may be
shares by spouses.
Shares of Shares of Series
Common Stock A Preferred Stock
Beneficially Beneficially
Owned<F1><F2> Owned<F1><F2>
-------------------- ------------------
Number Number
Name of of of
Beneficial Owner Shares Percent Shares Percent
- ------------------- -------- ------- -------- -------
Sandra L. Baylis 0 * 0 *
Bevil J. Hogg 207,650 * 0 *
Rodney F. Price 57,799,352<F2> 80% 7,867,842<F2> 100%
Robert C. Sherburne 500 * 0 *
Charles D. Yie 2,581,970<F3> 4% 0 *
Timothy W. Evans 1,000 * 0 *
Angelo A. Conti 0 * 0 *
Robert B. Senn 0 * 0 *
John G. Cowan 650 * 0 *
Directors and
Executive Officers
As a group (10 persons) 60,591,122 84% 7,867,842 100%
BENEFICIAL STOCK OWNERSHIP
(CONTINUED)
Shares of Series Shares of Series
B Preferred Stock C Preferred Stock
Beneficially Beneficially
Owned<F1><F2> Owned<F1><F2>
-------------------- ------------------
Number Number
Name of of of
Beneficial Owner Shares Percent Shares Percent
- ------------------- -------- ------- -------- -------
Sandra L. Baylis 0 * 0 *
Bevil J. Hogg 0 * 0 *
Rodney F. Price 786,357<F2> 100% 20,000,000<F2> 100%
Robert C. Sherburne 0 * 0 *
Charles D. Yie 0 4% 0 *
Timothy W. Evans 0 * 0 *
Angelo A. Conti 0 * 0 *
Robert B. Senn 0 * 0 *
John G. Cowan 0 * 0 *
Directors and
Executive Officers
As a group (10 persons) 786,357 100% 20,000,000 100%
* The percentage of shares beneficially owned does not exceed 1% of the
outstanding shares of the applicable class.
[FN]
<F1>
See Notes (1) and (2) to the Stock Ownership Chart on page 9.
<F2>
Consists entirely of shares of stock beneficially owned by BIL and
which Mr. Price may be deemed to own beneficially because he is a
director of BIL.
<F3>
Consists entirely of shares of stock beneficially owned by ASMVLP and
which Mr. Yie may be deemed to own beneficially because he is a
director of ASMVLP.
As of March 31, 1996, the stockholder shown in the following table is
the only one known to the Company to beneficially own more than 5% of any
class or series of the Company's voting stock:
Shares of
Shares of Series A
Common Stock Preferred Stock
Beneficially Beneficially
Owned(1)(2) Owned(1)(2)
-------------------- ------------------
Number Number
Name and Address of of of
Beneficial Owner Shares Percent Shares Percent
- ------------------- -------- ------- -------- -------
BIL (Far East Holdings)
Limited, 2306 Jardine 57,799,352 80% 7,867,842 100%
House, #1 Connaught Place
Central, Hong Kong
(CONTINUED)
Shares of Shares of
Series B Series C
Preferred Stock Preferred Stock
Beneficially Beneficially
Owned<F1><F2> Owned<F1><F2>
-------------------- ------------------
Number Number
Name and Address of of of
Beneficial Owner Shares Percent Shares Percent
- ------------------- -------- ------- -------- -------
BIL (Far East Holdings)
Limited, 2306 Jardine 786,357 100% 20,000,000 100%
House, #1 Connaught Place
Central, Hong Kong
[FN]
<F1>
For purposes of this table and the beneficial stock ownership table
preceding it, the percentage of ownership of the Company's Common
Stock is based on the 72,280,646 shares of Common Stock actually
outstanding as of March 31, 1996. The following shares are not
included: 84,000 shares issuable under currently exercisable options
granted under the Company's 1990 Omnibus Stock Incentive Plan, 400,000
shares issuable under options granted to Bevil J. Hogg, 284,193 shares
issuable on exercise of outstanding options granted under the MCT
plan, and 42,400 shares issuable on exercise of outstanding options
granted under the Company's 1981 Stock Option Plan (all such options
issued under the 1990 Omnibus Stock Incentive Plan, the 1994 Plan and
the 1981 Stock Option Plan, all of which are or will become
exercisable within 60 days after March 31, 1996 at exercise prices in
excess of the recent closing prices for the Common Stock, which
options the Company accordingly believes are unlikely to be exercised
within 60 days of March 31, 1996); 7,867,842 shares issuable on
exercise of the outstanding Series A Preferred Stock; 786,357 shares
issuable on conversion of the outstanding Series B Preferred Stock;
and 20,000,000 shares issuable on conversion of the outstanding Series
C Preferred Stock.
<F2>
Each outstanding share of Series A Preferred Stock, Series B Preferred
Stock, Series C Preferred Stock and Common Stock is entitled to one
vote and the holders of the Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock and Common Stock vote
together as a single class on all matters submitted to a stockholder
vote (including the election of directors) other than a matter with
respect to which any such class would be entitled under applicable law
to vote separately.
Item 13. Certain Relationships and Related Transactions.
Principal Terms of Series A Preferred Stock. The principal terms of
the Series A Preferred Stock are as follows: Dividends -- the Series A
Preferred Stock bears 9% cumulative dividends mandatorily payable (subject
to applicable law) at the end of each fiscal quarter of the Company, in
cash, or, at the option of the Company, in kind, as additional Series A
Preferred Stock ("In-Kind Dividend Stock"); Conversion -- the Series A
Preferred Stock is convertible into Common Stock on a share-for-share
basis, subject to anti-dilution provisions; Registration Rights -- the
Series A Preferred Stock has registration rights as follows with respect to
Common Stock issued upon conversion (for the purpose of registration) of
Series A Preferred Stock and Common Stock which both were issued upon
conversion (for a purpose other than registration) of shares of Series A
Preferred Stock by BIL and are still held by BIL (collectively, the "Series
A Registration Shares"): (a) the holders of the greater of (i) 2,761,112
shares of Series A Preferred Stock or (ii) 50% or more of the sum of (x)
the number of shares of Series A Preferred Stock then outstanding plus (y)
the Common Stock, which both were issued on conversion of Series A
Preferred Stock by BIL and are still held by BIL, may make a one-time
demand that the Company register the distribution of the Series A
Registration Shares; and (b) the holders of Series A Registration Shares
have the right to request that the distribution of such Series A
Registration Shares be included in any registration statement under the
Securities Act of 1933 filed by the Company (with the exception of certain
stock option, merger and exchange registration statements); Voting Rights -
- - the Series A Preferred Stock has the same voting rights as, and the right
(except as limited by applicable law) to vote together with, the Common
Stock; Redemption -- the Series A Preferred Stock is redeemable at the
Company's option from and after April 27, 1999 at a per share redemption
price equal to (i) for all shares except the In-King Dividend Stock,
$1.67458437, and (ii) for the In-Kind Dividend Stock an amount equal to
150% of the "market price" of the Class A Common Shares (or, if applicable,
Single Class Common Stock) as of the redemption date; Sinking Fund -- there
is no sinking fund requirement for redemption of the Series A Preferred
Stock; and Liquidation Preference -- the Series A preferred Stock has a
liquidation preference per share equal to $1.67458437. Except to the
extent the Company is restricted under applicable law from so doing, the
terms of the Series A Preferred Stock do not restrict the Company from
repurchasing or redeeming the Series A Preferred Stock while there is an
arrearage in the payment of dividends.
During the fiscal year ended December 31, 1995 BIL received 649,638
shares of in kind Series A Convertible Preferred Stock dividends and
interest on debt securities totaling $1,087,874.
Principal Terms of Series B Preferred Stock. The principal terms of
the Series B Preferred Stock include the following: Dividends -- the
Series B Preferred Stock has the same right to dividends and distributions
as the Common Stock; Conversion -- the Series B Preferred Stock is
convertible into Common Stock on a share-for-share basis, subject to anti-
dilution provisions; Registration Rights -- there are registration rights
as follows with respect to Common Stock issued upon conversion (for the
specific purpose of registration) of Series B Preferred Stock and Common
Stock, which both were issued upon conversion (for a purpose other than
registration) of shares of Series B Preferred Stock by BIL and are still
held by BIL (collectively, the "Series B Registration Shares"): (a) the
holders of the greater of (i) 384,575 shares of Series B Preferred Stock or
(ii) 50% or more of the sum of (x) the number of shares of Series B
Preferred Stock then outstanding plus (y) the Common Stock, which both were
issued on conversion of Series B Preferred Stock by BIL and are still held
by BIL, may make a one-time demand that the Company register the
distribution of the Series B Registration Shares; and (b) the holders of
Series B Registration Shares have the right to request that the
distribution of such Series B Registration Shares be included in any
registration statement under the Securities Act of 1933 filed by the
Company (with the exception of certain stock option, merger and exchange
registration statements); Voting Rights -- the Series B Preferred Stock has
the same voting rights as, and the right (except as limited by applicable
law) to vote together with, the Common Stock; Redemption -- the Company, at
its option, may redeem the Series B Preferred Stock at any time prior to
April 27, 1999 at a per share redemption price (the "Series B Redemption
Price") equal to the quotient of (a) the aggregate amount of interest
forgiven pursuant to the Amended Credit Agreement, pursuant to which BIL
acquired Security Pacific National Bank's interest in the $31,000,000
Amended and Restated Promissory Note issued August 30, 1991 between the
Company, Everest & Jennings, Inc. And Security Pacific National Bank,
divided by (b) 786,357 shares; Sinking Fund -- there is no sinking fund
requirement for redemption of the Series B Preferred Stock; and Liquidation
Preference -- the Series B Preferred Stock has a liquidation preference per
share equal to the Series B Redemption Price plus accrued, unpaid
dividends, if any. Except to the extent the Company is restricted under
applicable law from so doing, the terms of the Series B Preferred Stock
will not restrict the Company from repurchasing or redeeming the Series B
Preferred Stock while there is an arrearage in the payment of dividends.
Principal Terms of Series C Preferred Stock. The principal terms of
the Series C Preferred Stock are as follows: Dividends -- 7% cumulative
dividends mandatorily payable (subject to applicable law), commencing after
the Company achieves two consecutive fiscal quarters of operating profit,
accruing as of the first day of such quarters, and payable on the first
business day of each April, commencing with the first April following the
end of the fiscal year in which the second of the consecutive fiscal
quarters occurs and payable in kind, in shares of Common Stock ("In-Kind
Dividend Stock"), at the option of the Company; Conversion --
convertibility into Common shares on a share-for-share basis, subject to
anti-dilution provisions; Registration Rights -- as contained in the
Registration Rights Agreement, and as follows with respect to shares of
Common Stock issuable upon conversion of Series C Preferred Stock: (a) the
holder may make a one-time demand that the Company register distribution of
shares of Common Stock for not less than 500,000 shares; and (b) the holder
has the right to request that the distribution of its shares of Common
Stock be included in any registration statement under the Securities Act of
1933 filed by the Company; Sinking Fund -- none; Redemption -- none;
Preemptive Rights -- none; Voting Rights -- the same voting rights as, and
the right (except as limited by applicable law) to vote together with, the
Common shares; and Liquidation Preference -- a liquidation preference per
share equal to $1.00.
Guarantee of Certain Indebtedness. In December 1995, HSBC and E&J Inc.
agreed to amend the Revolving Credit Agreement originally entered into on
September 30, 1992 and extend its term through September, 1997. The HSBC
facility, as amended, provides up to $6 million of letter of credit
availability and cash advances of up to $25 million to E&J Inc. Advances
under the Revolving Credit Agreement bear interest at the prime rate plus
0.25%, as announced by Marine Midland Bank N.A. from time to time (8.5% at
December 31, 1995), and are guaranteed by Brierley Investments Limited, an
affiliate of BIL. Repayment of existing debt with BIL is subordinated to
the HSBC debt, and Brierley Investments Limited, an affiliate of BIL,
guaranteed its repayment.
Lease Transaction. An affiliate of Brierley Investments Limited
("BIL"), Steego Corporation ("Steego"), is leasing to the Company the
computer system and the telephone system which are located at the Company's
facilities in St. Louis. Steego has entered in to a back-to-back lease
arrangement for such systems with Sentry Financial Corporation, which is
not affiliated with either BIL or Steego.
Indirect Interests. Rodney F. Price, a director of the Company, is
also a director of BIL. As a result, Mr. Price may be deemed to have an
indirect interest in the foregoing transactions with BIL.
See also "Compensation Committee Interlocks and Insider Participation"
under Item 11.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, hereunto duly authorized.
EVEREST & JENNINGS INTERNATIONAL LTD.
(Registrant)
By: /s/ Timothy W. Evans
Timothy W. Evans
Senior Vice President
and Chief Financial Officer
Dated April 30, 1996
