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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. _______)*
PH Group Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
693318107
------------------------------------------
(CUSIP Number)
Charles T. Sherman, PH Group Inc.
2365 Scioto Harper Drive, Columbus, OH 43204 (614)276-4877
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required 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 (however, see
the Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 693318107 PAGE 2 OF 12 PAGES
---------------- --- ------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
St. Lawrence Hydraulics, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
SC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan, United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 100,000
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
100,000
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
CUSIP NO. 693318107
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock, no par value (the "Common
Stock"), of PH Group Inc. f/k/a Resource General Corporation, an Ohio
corporation, whose principal executive offices are located at 2365 Scioto
Harper Drive, Columbus, Ohio, 43204.
ITEM 2. IDENTITY AND BACKGROUND.
The following corporation became a reporting person under Section 13(d) of
the Securities Exchange Act of 1934:
<TABLE>
<S> <C>
Name and State of Organization Address of Principal Business and Office
- -------------------------------------- ----------------------------------------
St. Lawrence Hydraulics, Inc. 12500 South Wayne Road
f/k/a St. Lawrence Press Company, Inc. Romulus, Michigan 48174
Michigan, United States of America
</TABLE>
St. Lawrence Hydraulics, Inc. is in the business of repairing hydraulic
presses. During the last five years, St. Lawrence Hydraulics, Inc. has not
been convicted in a criminal proceeding or been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding been subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws nor finding any violation with respect to such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Common Stock was acquired by St. Lawrence Hydraulics, Inc. as partial
consideration paid by PH Group Inc. pursuant to an Asset Purchase Agreement by
and between PH Group Inc. and St. Lawrence Press Company, Inc., dated as of
April 30, 1997 (the "Asset Purchase Agreement"), by which PH Group Inc.
acquired certain assets and liabilities of St. Lawrence Hydraulics, Inc.
ITEM 4. PURPOSE OF TRANSACTION.
The Common Stock was acquired as partial consideration for the sale of
certain assets and liabilities of St. Lawrence Hydraulics, Inc. to PH Group
Inc. Pursuant to the Asset Purchase Agreement, PH Group Inc. shall appoint a
designee of St. Lawrence Hydraulics, Inc. as a non-voting consultant to the
Board of Directors of PH Group Inc. to serve for four years. The designee is
not a "director" as such term is defined by Ohio law, is not entitled to the
rights of a director under Ohio law and is not entitled to receive any
stock options under any stock option or other plan of PH Group Inc. The
provisions of Section 7.11 of the Asset Purchase Agreement are hereby
incorporated by reference.
Page 3 of 12 Pages
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CUSIP NO. 693318107
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The beneficial owner, aggregate number and percentage of Common Stock
beneficially owned by each person named in Item 2:
Name Number of Shares Percentage
----------------------------- ---------------- ----------
St. Lawrence Hydraulics, Inc. 100,000 8.3 %
Total 100,000 8.3 %
The percentage of Common Stock owned by St. Lawrence Hydraulics, Inc. set
forth in the table above is based on 1,208,020 shares outstanding on April 30,
1997.
The reporting person has sole power to vote or to direct the vote and sole
power to dispose or to direct the disposition of all of the shares of Common
Stock.
No person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Common Stock
held by the reporting person.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The provisions of Section 1.5.2 of the Asset Purchase Agreement are hereby
incorporated by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
7.1 Section 1.5.2 to the Asset Purchase Agreement dated
April 30, 1997 between PH Group Inc. and St. Lawrence Press
Company, Inc.
7.2 Section 7.11 to the Asset Purchase Agreement dated April 30, 1997
between PH Group Inc. and St. Lawrence Press Company, Inc.
SIGNATURES
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.
Signature Date
- --------- --------------
/s/ Linda Rosbury, President
- -------------------------------
St. Lawrence Hydraulics, Inc. April 30, 1997
Linda Rosbury, President
Page 4 of 12 Pages
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CUSIP NO. 693318107
EXHIBIT 7.1
1.5.2. STOCK COMPONENT. A portion of the Purchase Price shall be paid in
accordance with this Section 1.5.2. At Closing, Buyer will deliver 100,000
Shares (the "Stock") to Seller. The certificates shall be in the name of
Seller. Seller's ownership of the Stock shall be subject to the rights and
restrictions affecting the Stock as provided herein and, solely in connection
therewith, Seller shall deliver to Buyer as security for Seller's obligations
contained in Section 6.4, the certificates evidencing the Stock, together with
(i) irrevocable stock powers for the Stock duly endorsed in blank, with
Seller's signature guaranteed with a guaranteed medallion, and (ii) UCC 1
financing statements to evidence Buyer's security interest in the Stock for
filing in the office of the Michigan Secretary of State and the office of the
County Recorder for the county in which the Facility is located. Buyer shall
deliver to Seller 25,000 of the Shares on each of the following release dates:
April 30, 1998, April 30, 1999, April 30, 2000 and April 30, 2001; provided,
however, that in the event that Buyer has made a written claim for indemnity
hereunder and the amount of such claim exceeds the amount of the Minimum Annual
Contingent Earn Out together with any additional Contingent Earn Out the amount
of which is determinable as of such dates, then Buyer may retain only the
number of Shares which may be required to satisfy the amount of such indemnity
claim, and the balance of such 25,000 Shares, if any, shall be delivered to
Seller.
1.5.2.1. RESTRICTION ON TRANSFER. Except as otherwise provided herein, no
interest in the Stock may be given, sold, pledged, assigned, or otherwise
transferred, voluntarily or involuntarily, to or owned or by any person or
entity other than Seller. Further, Seller understands that the Stock delivered
to Seller pursuant to Section 1.5.2 will not be registered under the Securities
Act of 1933 (the "Securities Act") on the ground that such issuance would be
exempt from registration under the Securities Act pursuant to Section 4(2)
thereof and may only be sold pursuant to an effective registration statement or
an exemption therefrom.
1.5.2.2. LIMITED RIGHT TO TRANSFER. Subject to the provisions of
applicable state and federal securities law, Seller may sell, transfer, dispose
of or put (under Section 1.5.2.3) no more than 25,000 Shares of the Stock, in
the aggregate, beginning on the first anniversary of the Closing Date. 25,000
additional Shares of the Stock, in the aggregate, may be sold, transferred,
disposed of or put (under Section 1.5.2.3) on the second, third and fourth
anniversaries of the Closing Date. Notwithstanding the foregoing, no more than
25,000 Shares of the Stock may be sold, transferred or disposed of in the
aggregate, during any span of twelve months. For purposes of this Section
1.5.2.2, a put under Section 1.5.2.3 shall be considered a sale, transfer or
disposal.
1.5.2.3. PUT. Seller shall have four separate rights to require Buyer to
redeem that number of Shares of Stock at the time and for the prices set forth
below:
<TABLE>
<CAPTION>
Commencement Date Number of Shares Price Total Price
- ---------------------------------- ---------------- ----- -----------
<S> <C> <C> <C>
First Anniversary of Closing Date 25,000 $2.00/Share $50,000.00
Second Anniversary of Closing Date 25,000 $3.00/Share $75,000.00
Third Anniversary of Closing Date 25,000 $3.50/Share $87,500.00
Fourth Anniversary of Closing Date 25,000 $4.00/Share $100,000.00
</TABLE>
Page 5 of 12 Pages
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CUSIP NO. 693318107
Each separate put under this Section 1.5.2.3 shall not vest and be
exercisable until its commencement date as specified above, provided, however,
Seller shall first be required to attempt to sell Shares in the market, in good
faith and through one or more Market Makers, for a period of 90 days (the
"Market Sales Period") before a put shall be exercisable with respect to that
number of Shares and shall be required to complete the sale in the market if
Seller can obtain an amount per share equal to the sum of the applicable put
price and the amount of any reasonable sales commissions and selling expenses
paid by Seller calculated on a per share basis (the "Minimum Per Share Price").
Seller shall not be required to complete a sale in the market at less than the
applicable Minimum Per Share Price. Each respective put under this Section
1.5.2.3 shall expire and cease to be exercisable upon the commencement date of
the succeeding put as specified above and the put commencing on the fourth
anniversary of the Closing Date shall expire and cease to be exercisable on the
fifth anniversary of the Closing Date. Provided, however, if Seller notifies
Buyer in writing prior to the expiration of an applicable put that Shares have
been placed for sale in accordance with the provisions of this Section, such
put shall not expire until the end of the Market Sales Period for such Shares
so that, in the event Seller is unable to obtain the Minimum Per Share Price
during such Market Sales Period, Seller may put such Shares to Buyer and Buyer
shall be required to redeem such Shares as provided herein. Further, the
exercise period for a particular put shall be extended if, under the terms of
the Subordination Agreement between Buyer, Seller and Star Bank, N.A. dated
April 28, 1997, Seller, after exercising a particular put, is precluded from
receiving put payments. The extension of a particular put shall continue for a
period equal to the number of days such preclusion was in effect.
Each separate put under this Section 1.5.2.3 (i) may only be exercised by
delivery of written notice thereof to the President of Buyer on or before its
expiration date; and (ii) may be exercised as to less than 25,000 Shares of the
Stock in which case such put shall lapse and cease to be exercisable with
respect to any of such remaining 25,000 Shares of Stock. Within 21 days of
receipt by Buyer of Share certificates evidencing such number of Shares of
Stock as to which a put hereunder is being exercised, Buyer shall deliver to
Seller a check for the total price of the put so exercised. Share certificates
delivered to Seller under this Section 1.5.2.3 shall be accompanied by stock
powers duly endorsed to Buyer, with Seller's signature guaranteed with a
guaranteed medallion.
1.5.2.4. PIGGY BACK REGISTRATION RIGHTS. Seller will have such
registration rights relating to the Stock as are specified in Exhibit 1.5.2.4.
1.5.2.5. ASSISTANCE WITH RESALES. Buyer will provide reasonable
assistance to Seller in connection with any resales of the Stock issued in
connection with this Agreement at no cost to Seller, including, but not limited
to, providing any required legal opinion that the resale complies with
applicable securities laws (provided Seller, at its expense, demonstrates to
Buyer's counsel's reasonable satisfaction that any such sale does in fact
comply with applicable securities laws) and that such resale is otherwise
proper, or such other opinion or information that may be required by the
Transfer Agent, assisting in filing any forms required by applicable federal
and
Page 6 of 12 Pages
<PAGE> 7
CUSIP NO. 693318107
state securities laws, including Forms 3, 4 and 5 and Schedule 13D, and taking
such other actions as may be reasonably required to effectuate the resale.
The parties understand that Buyer shall not be responsible for the preparation
of any such Forms 3, 4 or 5 or Schedule 13D.
Page 7 of 12 Pages
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CUSIP NO. 693318107
EXHIBIT 1.5.2.4
1.5.2.4.1. PIGGY BACK REGISTRATION RIGHTS. If between the
first anniversary and the fifth anniversary of the Closing Date (the "Piggy
Back Period") the Buyer proposes to register any of its Shares under the
federal securities laws (other than a registration (i) on Form S-8 or S-4 or
any successor or similar forms, (ii) relating to Shares issuable upon exercise
of employee share options or in connection with any employee benefit or similar
plan of the Buyer, (iii) solely in connection with a direct or indirect
acquisition by the Buyer of another company, or (iv) a rights offering made to
all holders of Shares, it will (provided Seller at such time is still the owner
of record of Shares of the Stock) give prompt written notice at least 20 days
prior to the anticipated filing date of the registration statement relating to
such registration to the Seller, which notice shall offer the Seller the
opportunity to include in such registration statement such number of Shares of
Stock as the Seller may request subject to the limitations as to number set
forth below (a "Registration"). Such notice shall also specify the number of
Shares to be registered by the Buyer and an estimate of the Registration
Expenses. Seller and Buyer understand that Seller's rights shall only apply to
Registrations conducted by the Buyer during the Piggy Back period, if any, and
only to the Shares of Stock issued by the Buyer under Section 1.5.2 of the
Agreement. Upon the written request of the Seller made within 10 days after
the receipt of notice from the Buyer (which request shall specify the number of
Shares of Stock intended to be disposed of by the Seller), the Buyer will use
reasonable efforts to effect the Registration under the securities laws of all
Shares of Stock which the Buyer has been so requested to register by the
Seller; provided that (A) if such Registration involves a public offering, the
Seller must sell its Shares to the underwriters on the same terms and
conditions as apply to the Buyer, and (B) if, at any time after giving written
notice of its intention to register any Shares pursuant to this Section
1.5.2.4.1 and prior to the effect date of the registration statement filed in
connection with such Registration, the Buyer shall determine for any reason not
to register such Shares, the Buyer shall give written notice to the Seller and,
thereupon, shall be relieved of its obligation to register any Shares of Stock
in connection with such Registration. In the event the number of Shares to be
registered by Seller are equal to or exceed twenty per cent (20%) of the total
number of Shares to be included in a Registration, Seller shall pay its pro
rata share of all Registration Expenses within 15 days of written request by
the Buyer and whether or not the Registration takes place; otherwise, Seller
shall pay only its pro rata share of the underwriting discount on the shares of
Seller sold in the offering, and the Buyer shall pay all other Registration
Expenses.
1.5.2.4.2. MAXIMUM AMOUNT OF OFFERING. If a Registration
pursuant to Section 1.5.2.4.1 involves a public offering and the managing
underwriter advises the Buyer that, in its view, the number of Shares that the
Buyer and the Seller intend to include in such Registration exceeds the maximum
offering size, the Buyer will include in such Registration, in the following
priority, only that number of Shares such that the number of Shares registered
does not exceed the maximum offering size:
(i) first, so much of the Shares proposed to be
registered by the Buyer as would not cause the
offering to exceed the maximum offering size; and
Page 8 of 12 Pages
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CUSIP NO. 693318107
EXHIBIT 1.5.2.4
(ii) second, so much of the Shares of Stock requested to
be included in such Registration by the Seller
pursuant to Section 1.5.2.4.1.
1.5.2.4.3. HOLDBACK AGREEMENTS. The Seller agrees not to
effect any public sale of any Shares of Stock (other than as part of such
public offering) during the 14 days prior to the effective date of any
registration statement in connection with a public offering (except as part of
such registration) or during the period after such effective date equal to the
lesser of (i) 180 days or (ii) such shorter period as the Buyer and the
managing underwriter agree (but not less than 90 days).
1.5.2.4.4. REGISTRATION PROCEDURES. Whenever the Seller
requests that any Shares of Stock be registered pursuant to Section 1.5.2.4.1,
the Buyer will, subject to the provisions of such Section, use reasonable
efforts to effect the registration and the sale of such Shares of Stock in
accordance with the intended method of disposition thereof as quickly as
practicable, and in connection with any such request:
(i) The Buyer will use reasonable efforts to prepare and
file with the SEC a registration statement on any
form for which the Buyer then qualifies or which
counsel for the Buyer shall deem appropriate and
which form shall be available for the sale of the
Shares of Stock to be registered thereunder in
accordance with the intended method of distribution
thereof, and use reasonable efforts to cause such
filed registration statement to become and remain
effective for a period of not less than 90 days.
(ii) The Buyer will, if requested, prior to filing a
registration statement or prospectus or any amendment
or supplement thereto, furnish to the Seller and each
underwriter, if any, of the Shares of Stock covered
by such registration statement copies of such
registration statement as proposed to be filed, and
thereafter the Buyer will furnish to the Seller and
underwriter, if any, such number of copies of such
registration statement, each amendment and supplement
thereto (in each case including all exhibits thereto
and documents incorporated by reference therein), the
prospectus included in such registration statement
(including each preliminary prospectus) and such
other documents as the Seller or underwriter may
reasonably request in order to facilitate the
disposition of the Shares of Stock owned by the
Seller.
(iii) After the filing of the registration statement, the
Buyer will promptly notify the Seller in writing of
any stop order or cease trade order issued or
threatened by the SEC and take all reasonable actions
required to prevent the entry of such stop order or
cease trade order
Page 9 of 12 Pages
<PAGE> 10
CUSIP NO. 693318107
EXHIBIT 1.5.2.4
or to remove or revoke it if entered.
(iv) The Buyer will use reasonable efforts to register or
qualify the Shares of Stock covered by such
registration statement under such other securities
or blue sky laws of such jurisdictions in the United
States as the Buyer (in light of its intended plan of
distribution) reasonably deems appropriate.
(v) The Buyer will immediately notify the Seller in
writing, at any time when a prospectus relating
thereto is required to be delivered under the
securities laws, of the occurrence of any event
requiring the preparation of a supplemental or
amendment to such prospectus so that such prospectus
will contain full, true and plan disclosure of all
material facts relating to the securities covered
thereby and will not contain an untrue statement of a
material fact or omit to state any material fact
required to be stated therein or necessary to make
the statements therein not misleading in light of the
circumstances in which they were made and promptly
prepare and make available to the Seller any such
supplement or amendment.
(vi) The Buyer will otherwise comply with all applicable
rules and regulations of the SEC, including, without
limitation, making available to its security holders,
as soon as reasonably practicable, an earnings
statement covering a period of 12 months, beginning
within three months after the effect date of the
registration statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the
Securities Act.
(vii) The Buyer may require the Seller to prompt furnish in
writing to the Buyer such information regarding the
distribution of the Shares of Stock as the Buyer may
from time to time reasonably request and such other
information as may be legally required in connection
with such Registration.
(viii) The Seller agrees that, upon receipt of any notice
from the Buyer of the happening of any event of the
kind described in Section 1.5.2.4.4(v), the Seller
will forthwith discontinue disposition of Shares of
Stock pursuant to the registration statement covering
the Shares of Stock until the Seller's receipt of the
copies of the supplemented or amended prospectus
contemplated by Section 1.5.2.4.4(v), and, if so
directed by the Buyer, the Seller will deliver to the
Buyer all copies, other than any permanent file
copies then in the Seller's possession, of
Page 10 of 12 Pages
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CUSIP NO. 693318107
EXHIBIT 1.5.2.4
the most recent prospectus covering such Shares
of Stock at the time of receipt of such notice.
1.5.2.4.5. INDEMNIFICATION BY THE BUYER. The Buyer agrees to
indemnify and hold harmless the Seller, its officers, directors and agents, and
each person, if any, who controls the Seller within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act from and against any
and all losses, claims, damages and liabilities (including those resulting from
any order made or any inquiry, investigation or proceeding commenced or
threatened by any securities regulatory authority, stock exchange, any other
competent authority or by any third party) caused by any untrue statement or
alleged untrue statement of a material fact contained in any registration
statement or prospectus relating to the Shares of Stock (as amended or
supplemented if the Buyer shall have furnished any amendments or supplements
thereto) or any preliminary prospectus, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances under which they were made, except insofar as such losses,
claims, damages or liabilities are caused by any such untrue statement or
omission or alleged untrue statement or omission based upon information
furnished in writing to the Buyer by the Seller or on the Seller's behalf
expressly for use therein; provided that the Buyer shall not be liable for any
untrue statement or omission contained in a preliminary prospectus which untrue
statement or omission was corrected in a final prospectus or supplement which
was furnished to the Seller and offerees of the Shares.
1.5.2.4.6. INDEMNIFICATION BY THE SELLER. The Seller agrees
to indemnify and hold harmless the Buyer, its officers, directors and agents
and each person, if any, who controls the Buyer within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act to the same
extent as the foregoing indemnity from the Buyer to the Seller, but only with
respect to information furnished in writing by the Seller or on the Seller's
behalf expressly for use in any registration statement or prospectus relating
to the Shares of Stock, or any amendment or supplement thereto, or any
preliminary prospectus. The Seller also agrees to indemnify and hold harmless
underwriters (other than in respect of loss of profit or information relating
to the underwriters) of the Shares of Stock, their officers, directors,
employees and agents and each person who controls such underwriters on
substantially the same basis as that of the indemnification of the Buyer
provided in this section. As a condition to including Shares of Stock in any
registration statement filed in accordance with Section 1.5.2.4.4 hereof, the
Buyer may require that it shall have received an undertaking reasonably
satisfactory to it from any underwriter to indemnify and hold it harmless to
the extent customarily provided by underwriters with respect to similar
securities.
1.5.2.4.7. PARTICIPATION IN PUBLIC OFFERING. The Seller may
not participate in any public offering hereunder unless the Seller (a) agrees
to sell its securities on the basis provided in any underwriting arrangements
approved by the Buyer, (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements and the provisions
of this Agreement in respect of registration rights, and (c) pays its pro rata
share of all Registration Expenses.
Page 11 of 12 Pages
<PAGE> 12
CUSIP NO. 693318107
EXHIBIT 7.2
7.11. REPRESENTATION ON THE BOARD OF DIRECTORS OF BUYER. Buyer shall
appoint Seller's designee as a non voting consultant to the Board of Directors
of Buyer to serve until the fourth anniversary of the Closing. Seller
understands that such individual shall not be a "director" of Buyer as such
term is defined by Ohio law and will not be entitled to the rights of a
director under Ohio law nor will such individual be entitled to receive any
stock options under any stock option or other plan of the Company. Such
individual will receive notice of and have the right to attend and participate
in every regular and special meeting of the Board of Directors of Buyer
occurring before the fourth anniversary of the Closing Date. Such individual
will be paid a fee of $500 for attendance at each meeting and will be
reimbursed for all reasonable travel expenses to attend the meeting which
expenses shall not exceed $150.
Page 12 of 12 Pages
