<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
Everest & Jennings International Ltd.
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(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
299767 20 2
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(CUSIP Number)
Richard S. Kolodny, Esq.
Vice President and General Counsel
Graham-Field Health Products, Inc.
400 Rabro Drive East
Hauppauge, NY 11788 (516) 582-5900
------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Robert S. Reder, Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, NY 10005-1413
(212) 530-5680
September 3, 1996
-----------------
(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:
/X/
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SCHEDULE 13D
CUSIP NO.: 299767 20 2
(1) NAME OF REPORTING PERSON: Graham-Field Health Products, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 11-2578230
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: None
(8) SHARED VOTING POWER: 8,645,354 See Item 4
(9) SOLE DISPOSITIVE POWER: None
(10) SHARED DISPOSITIVE POWER: None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
8,645,355 See Item 4
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 86%
(14) TYPE OF REPORTING PERSON: CO
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SCHEDULE 13D
CUSIP NO.: 299767 20 2
(1) NAME OF REPORTING PERSON: E&J Acquisition Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
(3) SEC USE ONLY
(4) SOURCE OF FUNDS: OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(7) SOLE VOTING POWER: None
(8) SHARED VOTING POWER: 8,645,354 See Item 4
(9) SOLE DISPOSITIVE POWER: None
(10) SHARED DISPOSITIVE POWER: None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
8,645,355 See Item 4
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
/ /
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 86%
(14) TYPE OF REPORTING PERSON: CO
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ITEM 1. SECURITY AND ISSUER.
This statement ("Statement") relates to the common stock, par value
$.10 per share (the "E&J Common Stock"), of Everest & Jennings International
Ltd., a Delaware corporation ("E&J"). The principal executive offices of E&J
are located at 4203 Earth City Expressway, Earth City, Missouri 63045.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed by Graham-Field Health Products, Inc., a
Delaware corporation ("Graham-Field"). Graham-Field manufacturers, markets and
distributes more than 23,000 healthcare products for hospital, physician and
home use to approximately 15,000 home healthcare, physician, hospital supply and
pharmaceutical distributors, retailers and wholesalers. The principal executive
offices of Graham-Field are located at 400 Rabro Drive East, Hauppauge, New York
11788. This Statement is also filed by E&J Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of Graham-Field ("Acquisition Corp.").
The address of the principal executive offices of Acquisition Corp. is the same
as that for Graham-Field. Acquisition Corp. was organized on July 22, 1996 for
the purpose of merging with and into E&J. Graham-Field and Acquisition Corp.
are collectively referred to as the "Reporting Persons".
Schedule I attached hereto sets forth certain additional information
with respect to each director and executive officer of Graham-Field. Schedule
II attached hereto sets forth certain additional information with respect to
each director and executive officer of Acquisition Corp.
None of the Reporting Persons nor, to the best of their knowledge,
any person listed in Schedules I or II hereto, has been during the last five
years (a) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
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 violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See Item 4. No funds were paid to BIL (Far East Holdings) Limited
(together with its affiliates, "BIL"), by the Reporting Persons in connection
with the execution and delivery of the Stockholder Agreement and the Irrevocable
Proxy (each as defined in Item 4).
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2
ITEM 4. PURPOSE OF TRANSACTION.
On September 3, 1996, Graham-Field and Acquisition Corp. entered into
an Agreement and Plan of Merger (the "Merger Agreement") with E&J and BIL, the
majority stockholder of E&J (as described in Item 5), pursuant to which
Acquisition Corp. will merge with and into E&J, with E&J surviving as a wholly-
owned subsidiary of Graham-Field (the "Merger"). A copy of the Merger Agreement
is filed as Exhibit 1 to this Statement and is incorporated herein by reference.
Pursuant to the Merger Agreement, each share of E&J Common Stock
outstanding immediately prior to the effective time of the Merger (the
"Effective Time"), other than shares of E&J Common Stock canceled pursuant to
the Merger Agreement, will be converted into the right to receive .35 (the
"Conversion Number") shares of common stock, par value $.025 per share, of
Graham-Field (the "Graham-Field Common Stock"); provided that the Conversion
Number will be reduced to the extent necessary so that the maximum value
(determined as set forth in the Merger Agreement) of the fraction of a share of
Graham-Field Common Stock into which each share of E&J Common Stock is converted
in the Merger will not exceed $5.50.
In addition, at the Effective Time:
(i) BIL will purchase for cash additional shares of Graham-Field Common
Stock having a value (determined as set forth in the Merger
Agreement) equal to the outstanding principal and interest on E&J's
indebtedness to Hong Kong and Shanghai Banking Corporation Limited
(subject to a cap of $25 million), which indebtedness (the "HSBC
Indebtedness") is currently guaranteed by BIL. The proceeds of such
stock purchase will be contributed by Graham-Field to E&J immediately
following the Merger and used to discharge the HSBC Indebtedness.
(ii) Graham-Field will issue up to $61 million stated value of a new
Series B Cumulative Convertible Preferred Stock (the "Series B
Preferred Stock") to BIL in exchange for certain indebtedness of E&J
owing to BIL and shares of E&J preferred stock owned by BIL. The
Series B Preferred Stock will be entitled to a dividend of 1.5% per
annum payable quarterly, will vote on an as-converted basis as a
single class with Graham-Field Common Stock and the Series C
Preferred Stock (as defined in clause (iii) below), will not be
subject to redemption and will be convertible (x) at the option of
the holder thereof, at a conversion price of $20 per share (or, in
the case of certain dividend payment defaults, at a conversion price
of $15.50 per share), (y) at the option of Graham-Field, at a
conversion price equal to current trading prices (subject to a
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3
minimum conversion price of $15.50 and a maximum conversion price of
$20 per share) and (z) automatically on the fifth anniversary of the
date of issuance at a conversion price of $15.50 per share. Such
conversion prices are subject to customary antidilution adjustments.
A form of the Certificate of Designations of the Series B Preferred
Stock, setting forth the terms thereof, is attached to the Merger
Agreement (Exhibit 1 hereto) as Exhibit A.
(iii) BIL will purchase for cash $10 million stated value of a new Series C
Cumulative Convertible Preferred Stock (the "Series C Preferred
Stock"), the proceeds of which will be available to Graham-Field for
general corporate purposes. The Series C Preferred Stock will be
entitled to a dividend of 1.5% per annum payable quarterly, will vote
on an as-converted basis as a single class with Graham-Field Common
Stock and the Series B Preferred Stock, will be subject to redemption
as a whole at the option of Graham-Field on the fifth anniversary of
the date of issuance at stated value and, to the extent not so
redeemed, will be convertible automatically on the fifth anniversary
of the date of issuance at a conversion price of $20 per share,
subject to customary antidilution adjustments. A form of the
Certificate of Designations of the Series C Preferred Stock, setting
forth the terms thereof, is attached to the Merger Agreement (Exhibit
1 hereto) as Exhibit B.
(iv) Certain indebtedness in the amount of $4 million owing by Graham-Field
to BIL will be exchanged for an equal amount of unsecured subordinated
indebtedness of Graham-Field maturing on April 1, 2001 and bearing
interest at the effective rate of 7.7% per annum. A summary term
sheet relating to such subordinated indebtedness is attached to the
Merger Agreement (Exhibit 1 hereto) as Exhibit C.
The Merger is subject to a number of conditions, including, among
other things, (i) approval of the Merger by the holders of E&J capital stock
entitled to vote thereon voting at a special meeting of the stockholders of E&J,
(ii) approval of the issuance of shares of Graham-Field Common Stock pursuant to
the Merger Agreement and certain other matters by the holders of Graham-Field
Common Stock entitled to vote thereon voting at a special meeting of the
stockholders of Graham-Field, (iii) expiration of certain regulatory waiting
periods, (iv) receipt of all required government approvals and (v) declaration
of effectiveness of the registration statement relating to the shares of Graham-
Field capital stock issuable pursuant to the Merger Agreement.
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4
In connection with the Merger, on September 3, 1996, Graham-Field
entered into a Stockholder Agreement (the "Stockholder Agreement") with BIL and
Irwin Selinger, the Chairman of the Board and Chief Executive Officer of Graham-
Field, pursuant to which, among other things, BIL has executed and delivered to
Graham-Field an irrevocable proxy (the "Irrevocable Proxy") to vote BIL's shares
of capital stock of E&J (the "BIL Shares") in favor of approval of the Merger
and adoption of the Merger Agreement and all transactions contemplated thereby,
at a special meeting of E&J stockholders. Accordingly, the Merger will be
approved at the E&J special stockholders meeting without the affirmative vote of
any other E&J stockholder. BIL also agreed, until the Effective Time, not to
dispose of any of the BIL Shares or any interest therein, exercise any right of
conversion with respect to such shares, deposit any of such shares into a voting
trust or enter into a voting agreement or arrangement or grant any proxy with
respect thereto or enter into any contract, option or other arrangement or
undertaking with respect to the direct or indirect disposition of such shares.
In addition, BIL agreed pursuant to the Stockholder Agreement not to initiate,
solicit or encourage, directly or indirectly, any inquiries with respect to any
alternative business combination transaction relating to E&J or engage in any
negotiations concerning any such transaction. BIL also agreed to promptly
notify Graham-Field of any inquiries or proposed negotiations with respect to
any such proposed transaction.
BIL has also agreed in the Stockholder Agreement to grant to Graham-
Field a right of first refusal with respect to certain sales of Graham-Field
securities acquired by BIL pursuant to the Merger Agreement, to indemnify
Graham-Field against certain existing actions and proceedings to which E&J and
its subsidiaries are parties, and so long as BIL owns securities representing at
least 5% of the voting power of the outstanding capital stock of Graham-Field,
not to acquire additional shares of Graham-Field Common Stock without the
consent of the Board of Directors of Graham-Field (the "Graham-Field Board"),
which consent will not be unreasonably withheld, seek to acquire ownership of
Graham-Field, engage in any solicitation of proxies with respect to Graham-
Field, or otherwise seek or propose to acquire control of the Graham-Field
Board. Pursuant to the Stockholder Agreement, BIL will have the right to
designate two members of the Graham-Field Board (subject to reduction if BIL
reduces its ownership of Graham-Field Common Stock), and will have the right to
participate on a pro rata basis in certain future stock issuances by Graham-
Field.
The Stockholder Agreement will automatically terminate upon a
termination of the Merger Agreement in accordance with its terms or upon a
change of control of the Graham-Field Board. In addition, if any person becomes
the owner of securities representing more than 15% but less than 100% of the
voting power
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5
of the outstanding capital stock of Graham-Field with the approval of the
Graham-Field Board and the restrictions imposed by Graham-Field on the
activities of such person are less onerous than those imposed on BIL, then the
Stockholder Agreement will be revised to provide for comparable restrictions.
A copy of the Stockholder Agreement is filed as Exhibit 2 to this
Statement and is incorporated herein by reference. A copy of the Irrevocable
Proxy is filed as Exhibit 3 to this Statement and is incorporated herein by
reference.
Except as set forth in this Item, the Merger Agreement and the
Stockholder Agreement, none of the Reporting Persons has any plans or proposals
which relate to or would result in any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) Pursuant to the Stockholder Agreement and the Irrevocable
Proxy, under the circumstances set forth therein, the Reporting Persons may be
deemed to have shared voting power with BIL with respect to its shares of E&J
capital stock. BIL owns 5,779,935 shares of E&J Common Stock. Additionally,
BIL owns 7,867,842 shares of E&J Series A Preferred Stock, 786,357 shares of E&J
Series B Preferred Stock and 20,000,000 shares of E&J Series C Preferred Stock.
Each share of the E&J Series A, B and C Preferred Stock is convertible into
one-tenth of one share of E&J Common Stock and is entitled to vote on an
as-converted basis with respect to all matters submitted to a vote of the
holders of E&J Common Stock, as a single class together with the E&J Common
Stock. Accordingly, BIL beneficially owns in the aggregate 8,645,354 shares
of E&J Common Stock, representing 86% of the total outstanding shares of E&J
Common Stock after giving effect to the conversion of the E&J Series A, B
and C Preferred Stock held by BIL.
As a result of the limited voting arrangements provided for in the
Stockholder Agreement and Irrevocable Proxy, the Reporting Persons disclaim
beneficial ownership of any shares of E&J Common Stock.
(c) Except as set forth in Item 4, none of the Reporting Persons has
effected any transactions in shares of E&J Common Stock during the past 60 days.
(d) - (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None, except as set forth in Item 4.
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6
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement and Plan of Merger, dated as of September 3, 1996, by
and among Graham-Field, Acquisition Corp., BIL and E&J
(incorporated by reference to Exhibit 2(a) of the Form 8-K of
Graham-Field filed on September 4, 1996).
2. Stockholder Agreement, dated as of September 3, 1996, by and
among Graham-Field, BIL and Irwin Selinger (incorporated by
reference to Exhibit 4(f) of the Form 8-K of Graham-Field filed
on September 4, 1996).
3. Irrevocable Proxy, dated as of September 3, 1996, executed by
BIL in favor of Graham-Field.
4. Joint Filing Agreement.
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7
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.
September 13, 1996
GRAHAM-FIELD HEALTH PRODUCTS, INC.
By: /s/ Richard Kolodny
________________________
Richard S. Kolodny
Vice President, General
Counsel and Secretary
E&J ACQUISITION CORP.
By: /s/ Richard S. Kolodny
_______________________
Richard S. Kolodny
Vice President, General
Counsel and Secretary
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8
SCHEDULE I
GRAHAM-FIELD HEALTH PRODUCTS, INC.
Set forth below is the name, current business address, and the
present principal occupation or employment of each director and executive
officer of Graham-Field. Unless otherwise indicated, each person identified
below is employed by Graham-Field. The principal address of Graham-Field, and
unless otherwise indicated below, the current business address for each
individual listed below, is Graham-Field Health Products, Inc., 400 Rabro Drive
East, Hauppauge, New York 11788. Each person listed below is a citizen of the
United States of America.
NAME AND ADDRESS: PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT:
DIRECTORS:
Irwin Selinger Chairman of the Board
and Chief Executive Officer
Robert Spiegel Director of Drug Emporium,
c/o Hoenig Group, Inc. Inc., Kash n' Karry Food
4 International Drive Stores, Inc. and The Hoenig
Ryebrook, New York 10573 Group, Inc.
Louis A. Lubrano Managing Director of Stires & c/o
Stires & Company, Inc. Company, Inc.
432 Park Avenue South
New York, New York 10016
Dr. Harold Lazarus Dean of Hofstra University
c/o Hofstra University School of Business
Management Department
Weller Hall 228
Hempstead, New York 11550
Andrew A. Giordano Principal, The Giordano Group, c/o
The Giordano Group, Ltd Ltd.
1811 South 24th Street
Arlington, Virginia 22202
Donald Press Attorney, Donald Press, P.C.
c/o Donald Press
39 Broadway
New York, New York 10006
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9
David P. Delaney, Jr. Chief Executive Officer and
c/o Lancer Financial Group, Inc. President, Lancer Financial
370 West Park Avenue Group, Inc.
Long Beach, New York 11561
Steven D. Levkoff Chief Executive Officer
c/o Standard Folding Cartons, Inc. and President, Standard
85th & 24th Avenue Folding Cartons, Inc.
Jackson Heights, New York 11370
EXECUTIVE OFFICERS:
Irwin Selinger Chairman of the Board and Chief
Executive Officer
Gary M. Jacobs Vice President, Finance and
Chief Financial Officer
Richard S. Kolodny Vice President, General
Counsel and Secretary
Ralph Liguori Executive Vice President,
Operations
Peter Winocur Executive Vice President,
Sales
Beatrice Scherer Vice President,
Administration
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10
SCHEDULE II
E&J ACQUISITION CORP.
Set forth below is the name, current business address, and the present
principal occupation or employment of each director and executive officer of E&J
Acquisition Corp. The principal address of E&J Acquisition Corp., and unless
otherwise indicated below, the current business address for each individual
listed below, is E&J Acquisition Corp., 400 Rabro Drive East, Hauppauge, New
York 11788. Each person listed below is a citizen of the United States of
America.
NAME AND ADDRESS: PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT:
DIRECTORS:
Irwin Selinger Chairman of the Board
c/o Graham-Field Health and Chief Executive Officer
Products, Inc.
400 Rabro Drive East
Hauppauge, New York 11788
David P. Delaney, Jr. Chief Executive Officer and
c/o Lancer Financial Group, Inc. President, Lancer Financial
370 West Park Avenue Group, Inc.
Long Beach, New York 11561
Dr. Harold Lazarus Dean of Hofstra University
c/o Hofstra University School of Business
Management Department
Weller Hall 228
Hempstead, New York 11550
EXECUTIVE OFFICERS:
Irwin Selinger Chairman of the Board and
Chief Executive Officer
Richard S. Kolodny Vice President, General
Counsel and Secretary
Gary M. Jacobs Vice President, Finance,
Chief Financial Officer and
Assistant Secretary
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11
Ralph Liguori Executive Vice President,
Operations
Peter Winocur Executive Vice President,
Sales
Beatrice Scherer Vice President,
Administration
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12
EXHIBIT INDEX
EXHIBIT NO. TITLE:
1. Agreement and Plan of Merger, dated as of September 3, 1996, by
and among Graham-Field, Acquisition Corp., BIL and E&J
(incorporated by reference to Exhibit 2(a) of the Form 8-K of
Graham-Field filed on September 4, 1996).
2. Stockholder Agreement, dated as of September 3, 1996, by and among
Graham-Field, BIL and Irwin Selinger (incorporated by reference to
Exhibit 4(f) of the Form 8-K of Graham-Field filed on September 4,
1996).
3. Irrevocable Proxy, dated as of September 3, 1996, executed by BIL
in favor of Graham-Field.
4. Joint Filing Agreement.
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Exhibit 3
IRREVOCABLE PROXY
The undersigned stockholder of Everest & Jennings International Ltd.,
a Delaware corporation (the "COMPANY"), hereby irrevocably (to the fullest
extent provided by law, but subject to automatic termination and revocation as
provided below) appoints Graham-Field Health Products, Inc., a Delaware
corporation ("Graham-Field"), or any designee of Graham-Field, the attorney and
proxy of the undersigned, with full power of substitution and resubstitution,
to the full extent of the undersigned's rights with respect to the shares of
capital stock of the Company owned beneficially or of record by the undersigned,
which shares are listed in Schedule I to the Stockholder Agreement referred to
below, and any and all other shares or securities of the Company issued or
issuable with respect thereof or otherwise acquired by stockholder on or after
the date hereof, until the termination date specified in the Stockholder
Agreement (the "SHARES"). Upon the execution hereof, all prior proxies given by
the undersigned with respect to the Shares are hereby revoked and no subsequent
proxies will be given as to the matters covered hereby prior to the earlier of
the date of termination of the Stockholder Agreement pursuant to Section 9.02
thereof (the "TERMINATION DATE") and the Effective Time of the Merger (such
earlier date being hereinafter referred to as the "Proxy Termination Date").
This proxy is irrevocable (to the fullest extent provided by law, but subject to
automatic termination and revocation as provided below), coupled with an
interest, and is granted in connection with the Stockholder Agreement, dated as
of September 3, 1996, among Graham-Field, Irwin Selinger and the undersigned
stockholder, as the same may be amended from time to time (the "STOCKHOLDER
AGREEMENT", capitalized terms not otherwise defined herein being used herein as
therein defined), and is granted in consideration of the Company entering into
the Merger Agreement referred to therein.
The attorney and proxy named above will be empowered at any time
prior to the Proxy Termination Date to exercise all voting and other rights
with respect to the Shares (including, without limitation, the power to
execute and deliver written consents with respect to the Shares) of the
undersigned at every annual, special or adjourned meeting of stockholders of
the Company held prior to the Proxy Termination Date and in connection with
every solicitation of written consents in lieu of such a meeting prior to the
Proxy Termination Date, or otherwise, to the extent that any of the
following matters is considered and voted on at any such meeting or in
connection with any such consent solicitation: (i) in favor of the Merger,
the execution and delivery by the Company of the Merger Agreement and the
approval of the terms thereof and the Stockholder Agreement and each of the
other actions contemplated by the Merger Agreement and the Stockholder
Agreement and any actions required in furtherance thereof; (ii) against any
action, any failure to act, or agreement that would result in a breach in any
respect of any covenant, representation or warranty or any other obligation
or agreement of the Company or the undersigned stockholder under the Merger
Agreement or the Stockholder Agreement (before giving
<PAGE>
against any action, any failure to act, or agreement that would result in a
breach in any respect of any covenant, representation, or warranty or any other
obligation or agreement of the Company or the undersigned stockholder under the
Merger Agreement or the Stockholder Agreement (before giving effect to any
materiality or similar qualifications contained therein); and (iii) against any
Alternative Proposal.
The attorney and proxy named above may only exercise this proxy to
vote the Shares subject hereto in accordance with the preceding paragraph, and
may not exercise this proxy in respect of any other matter. The undersigned
shareholder may vote the Shares (or grant one or more proxies to vote the
Shares) on all other matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
This proxy is irrevocable, but shall automatically terminate and be
revoked and be of no further force and effect on and after the Proxy Termination
Date.
Dated: September 3, 1996 BIL (Far East Holdings)
Limited
By: /s/ Rodney Price
----------------------------
Name: Rodney Price
Title: Director
<PAGE>
Exhibit 4
JOINT FILING AGREEMENT
This will confirm the agreement by and between the undersigned that the
Statement on Schedule 13D (the "Statement") filed on or about this date with
respect to the beneficial ownership by the undersigned of shares of common
stock, $.10 par value per share, of Everest & Jennings International Ltd., a
Delaware corporation, is being filed on behalf of the undersigned.
Each of the undersigned hereby acknowledges that pursuant to Rule 13d-1(f)
promulgated under the Securities Exchange Act of 1934, as amended, each person
on whose behalf the Statement is filed is responsible for the timely filing of
such Statement and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; and that such
person is not responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or has
reason to believe that such information is inaccurate.
This Agreement may be executed in one or more counterparts by each of the
undersigned, and each of which, taken together, shall constitute one and the
same instrument.
Date: September 13, 1996
GRAHAM-FIELD HEALTH PRODUCTS, INC.
By: /s/ Richard S. Kolodny
______________________________
Name: Richard S. Kolodny
Title: Vice President, General
Counsel and Secretary
E&J ACQUISITION CORP.
By: /s/ Richard Kolodny
_____________________________
Name: Richard S. Kolodny
Title: Vice President, General
Counsel and Secretary
