<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
Manville Corporation
--------------------------------
(Name of Issuer)
Common Stock
--------------------------------
(Title of Class of Securities)
565020-30-2
--------------------------------
(CUSIP Number)
David T. Austern, Esq., General Counsel
Manville Personal Injury Settlement Trust
P.O. Box 10415, 8260 Willow Oaks Corporate Drive, Fairfax, VA 22031
-------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 12, 1994
-------------------------------------------------------------------
(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 this
statement:
---
/ /
---
<PAGE>
<PAGE>
------------------------
/ CUSIP NO. 565020-30-2 /
-----------------------
---------------------------------------------------------------
1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Manville Personal Injury Settlement Trust
52-1516818
---------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
---------------------------------------------------------------
3. SEC Use Only
---------------------------------------------------------------
4. Source of Funds
OO
---------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
/ /
Not Applicable ---
---------------------------------------------------------------
6. Citizenship or Place of Organization
New York
---------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 96,000,000
--------------------------
Beneficially 8. Shared Voting Power
Owned by -0-
--------------------------
Each Reporting 9. Sole Dispositive Power
Person With 96,000,000
--------------------------
10. Shared Dispositive Power
-0-
--------------------------
<PAGE>
---------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
96,000,000
---------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ /
---
---------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
78.4%
---------------------------------------------------------------
14. Type of Reporting Person
OO
---------------------------------------------------------------
<PAGE>
<PAGE>
------------------------
/ CUSIP NO. 565020-30-2 /
-----------------------
---------------------------------------------------------------
1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Robert A. Falise, trustee
###-##-####
---------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
---------------------------------------------------------------
3. SEC Use Only
---------------------------------------------------------------
4. Source of Funds
OO
---------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
/ /
Not Applicable ---
---------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
---------------------------------------------------------------
Number of 7. Sole Voting Power
Shares -0-
--------------------------
Beneficially 8. Shared Voting Power
Owned by 96,000,000
--------------------------
Each Reporting 9. Sole Dispositive Power
Person With -0-
--------------------------
10. Shared Dispositive Power
96,000,000
--------------------------
<PAGE>
---------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
96,000,000
---------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ /
---
---------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
78.4%
---------------------------------------------------------------
14. Type of Reporting Person
IN
---------------------------------------------------------------
<PAGE>
<PAGE>
------------------------
/ CUSIP NO. 565020-30-2 /
-----------------------
---------------------------------------------------------------
1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Louis Klein, Jr., trustee
###-##-####
---------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
---------------------------------------------------------------
3. SEC Use Only
---------------------------------------------------------------
4. Source of Funds
OO
---------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
/ /
Not Applicable ---
---------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
---------------------------------------------------------------
Number of 7. Sole Voting Power
Shares -0-
--------------------------
Beneficially 8. Shared Voting Power
Owned by 96,000,000
--------------------------
Each Reporting 9. Sole Dispositive Power
Person With -0-
--------------------------
10. Shared Dispositive Power
96,000,000
--------------------------
<PAGE>
---------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
96,000,000
---------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ /
---
---------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
78.4%
---------------------------------------------------------------
14. Type of Reporting Person
IN
---------------------------------------------------------------
<PAGE>
<PAGE>
------------------------
/ CUSIP NO. 565020-30-2 /
-----------------------
---------------------------------------------------------------
1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Charles T. Hagel, trustee
###-##-####
---------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
---------------------------------------------------------------
3. SEC Use Only
---------------------------------------------------------------
4. Source of Funds
OO
---------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
/ /
Not Applicable ---
---------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
---------------------------------------------------------------
Number of 7. Sole Voting Power
Shares -0-
--------------------------
Beneficially 8. Shared Voting Power
Owned by 96,000,000
--------------------------
Each Reporting 9. Sole Dispositive Power
Person With -0-
--------------------------
10. Shared Dispositive Power
96,000,000
--------------------------
<PAGE>
---------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
96,000,000
---------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ /
---
---------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
78.4%
---------------------------------------------------------------
14. Type of Reporting Person
IN
---------------------------------------------------------------
<PAGE>
<PAGE>
------------------------
/ CUSIP NO. 565020-30-2 /
-----------------------
---------------------------------------------------------------
1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Frank J. Macchiarola, trustee
###-##-####
---------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
---------------------------------------------------------------
3. SEC Use Only
---------------------------------------------------------------
4. Source of Funds
OO
---------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
/ /
Not Applicable ---
---------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
---------------------------------------------------------------
Number of 7. Sole Voting Power
Shares -0-
--------------------------
Beneficially 8. Shared Voting Power
Owned by 96,000,000
--------------------------
Each Reporting 9. Sole Dispositive Power
Person With -0-
--------------------------
10. Shared Dispositive Power
96,000,000
--------------------------
<PAGE>
---------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
96,000,000
---------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ /
---
---------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
78.4%
---------------------------------------------------------------
14. Type of Reporting Person
IN
---------------------------------------------------------------
<PAGE>
<PAGE>
------------------------
/ CUSIP NO. 565020-30-2 /
-----------------------
---------------------------------------------------------------
1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Christian E. Markey, Jr., trustee
###-##-####
---------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
---------------------------------------------------------------
3. SEC Use Only
---------------------------------------------------------------
4. Source of Funds
OO
---------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
/ /
Not Applicable ---
---------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
---------------------------------------------------------------
Number of 7. Sole Voting Power
Shares -0-
--------------------------
Beneficially 8. Shared Voting Power
Owned by 96,000,000
--------------------------
Each Reporting 9. Sole Dispositive Power
Person With -0-
--------------------------
10. Shared Dispositive Power
96,000,000
--------------------------
<PAGE>
---------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
96,000,000
---------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ /
---
---------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
78.4%
---------------------------------------------------------------
14. Type of Reporting Person
IN
---------------------------------------------------------------
<PAGE>
<PAGE>
This Amendment No. 9 amends and supplements the
Statement on Schedule 13D filed on December 8, 1988 by Manville
Personal Injury Settlement Trust (the "Trust") and its trustees
with respect to the Trust's beneficial ownership of shares of
Common Stock, $.01 par value (the "Common Stock"), of Manville
Corporation (the "Company"), as previously supplemented and
amended (the "Schedule 13D").
Capitalized terms that are not otherwise defined herein
have the meanings assigned in the Schedule 13D.
Item 4. Purpose of Transaction.
------ ----------------------
Item 4 of the Schedule 13D is hereby further amended and
supplemented as follows:
On July 27, 1994, the Trust announced that, subject to
one open issue relating to the appropriate set-off rules to be
applied to co-defendants in Maryland, the parties to the limited
fund class action lawsuit (Findley et al. v. Falise et al. (In re
--------------------------------------
Joint Eastern and Southern Districts Asbestos Litigation), Civ. A.
---------------------------------------------------------
Nos. 90-3973 and 90-7518 (E. & S.D.N.Y.)) had signed a Stipulation
of Settlement to resolve such lawsuit. A copy of the Trust's
press release dated July 27, 1994 is attached as Exhibit 1 hereto,
and the information set forth therein is incorporated herein by
reference. The proposed settlement was filed in the United States
District Courts for the Eastern and Southern Districts of New York
(the "Courts"), and the one open issue was tried on August 2,
1994. The Courts preliminarily approved the settlement and
completed fairness hearings in connection therewith on November 3,
1994. On December 15, 1994 the Courts issued an opinion and order
which gave final approval of the class action settlement as
reflected in the Stipulation of Settlement. The opinion and order
also decided the single issue that had been tried. The opinion
and order were the subject of a December 15, 1994 press release
which is attached as Exhibit 2 hereto, and the information set
forth therein is incorporated herein by reference. At least one
motion has been made pursuant to Rule 55 of the Federal Rules of
Civil Procedure seeking to amend or modify the opinion and order
and other similar applications are anticipated. Regardless of the
outcome of these motions, the opinion and order will be subject to
possible appeals to the Second Circuit Court of Appeals. The
parties will have thirty (30) days from the entry of a final
amended opinion and order (currently anticipated to occur on
January 17, 1995) to file such an appeal.
<PAGE>
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
Item 5 of the Schedule 13D is hereby further amended and
supplemented as follows:
The Trust beneficially owns 96,000,000 shares of the
Common Stock, representing approximately 78.4% of the shares of
Common Stock outstanding based on the 122,414,086 shares of Common
Stock outstanding as of November 7, 1994 as reported in the
Company's Report on Form 10-Q for the quarter ended September 30,
1994.
Item 6. Contracts, Arrangements, Understandings or
------ ------------------------------------------
Relationships with Respect to Securities of the
-----------------------------------------------
Issuer.
------
Item 6 of the Schedule 13D is hereby further amended and
supplemented as follows:
On August 31, 1994, the Company and the Trust entered
into an agreement to defer payment of the approximately $20.7
million payment due on August 31, 1994 under the New Bond
described in Item 6 of Amendment No. 8 to the Schedule 13D while
the Company and the Trust were negotiating, among other things,
the repurchase of the New Bond. A copy of such agreement is
attached as Exhibit 3 hereto. Such payment obligation was later
encompassed in the terms of the Bonds Repurchase Agreement
discussed below.
On September 22, 1994, the Trust and the Company entered
into a Bonds Repurchase Agreement (as amended by the Amendment and
Agreement referred to below, the "Bonds Repurchase Agreement"),
which agreement is listed as Exhibit 4 hereto. On December 2,
1994, the Trust and the Company entered into an Amendment and
Agreement (the "Amendment and Agreement"), a copy of which is
attached as Exhibit 5 hereto, which, among other things, amended
the Bonds Repurchase Agreement. Pursuant to the Bonds Repurchase
Agreement, on September 22, 1994, the Company repurchased (the
"Bonds Repurchase") the New Bond and the remainder of the Bond
(described in Item 4 of the Statement on Schedule 13D filed on
December 8, 1988 by the Trust and in Item 6 of Amendment No. 8 to
the Schedule 13D) with approximately $379 million aggregate
principal amount of 10 3/8% Senior Notes due 2004 (the "Original
Schuller Notes") of Schuller International Group, Inc.
("Schuller"), a subsidiary of the Company. The Bonds Repurchase
Agreement provided that the interest rate and certain other terms
of the Original Schuller Notes, as well as the aggregate principal
amount of Original Schuller Notes received by the Trust in the
Bonds Repurchase, would be adjusted in the event that the Trust
<PAGE>
consummated a public offering of at least $100 million aggregate
principal amount of the Original Schuller Notes on or prior to
April 1, 1995.
On December 12, 1994, pursuant to registration rights
granted under the Bonds Repurchase Agreement, the Trust
consummated a public offering of approximately $377 million
aggregate principal amount of 10 7/8% Senior Notes due 2004 of
Schuller (the "Schuller Notes") for net cash proceeds of
approximately $369 million. Such Schuller Notes, as adjusted
pursuant to the Bonds Repurchase Agreement, represented all of the
notes of Schuller held by the Trust pursuant to the Bonds
Repurchase Agreement. The Second Bond (described in Item 4 of the
Statement on Schedule 13D filed on December 8, 1988 by the Trust),
providing for biannual payments of $37.5 million in each of the
years 2013 and 2014, remains outstanding, although the Trust has
the right, pursuant to the Bonds Repurchase Agreement, to cause
the Company to repurchase the Second Bond on April 10, 1995 for a
specified cash amount, subject to any necessary consents or
approvals. Pursuant to the Bonds Repurchase Agreement, all
covenants and other terms contained in the Bond Prepayment
Agreement described in Item 6 of Amendment No. 8 to the Schedule
13D have terminated. On December 2, 1994, Schuller, pursuant to
an Undertaking attached to the Amendment and Agreement, a copy of
which is attached in Exhibit 5 hereto, agreed with the Company and
the Trust to be bound by and comply with all of the terms of the
Bonds Repurchase Agreement.
As contemplated by the Bonds Repurchase Agreement, on
September 22, 1994 the Company and Schuller entered into a
Corporate Agreement (the "Schuller Corporate Agreement"), which
agreement is listed as Exhibit 6 hereto. The Schuller Corporate
Agreement prohibits Schuller and certain of its subsidiaries from
(i) issuing any capital stock or rights, warrants or options to
acquire their capital stock (collectively, "Capital Stock Rights")
without the approval of the Company's board of directors,
(ii) issuing any Capital Stock Rights if, immediately after such
issuance, Schuller or any such subsidiary would no longer be a
member of the Company's consolidated federal income tax group and
(iii) amending the certificate of incorporation or bylaws of
Schuller or any such subsidiary without the prior written consent
of the Company except as expressly permitted in the Schuller
Corporate Agreement.
In addition, the Schuller Corporate Agreement requires
Schuller or any such subsidiary to increase the size of its board
of directors (if necessary) and to nominate for election as
directors a certain number of persons designated by the Trust or
its direct or indirect assignee if and so long as the Company owns
less than 100% but more than 50% of the outstanding common stock
of Schuller or any such subsidiary or if preferred stockholders
(if there should be any in the future) become entitled to have
representatives on the board of directors of Schuller or any such
<PAGE>
subsidiary. The Schuller Corporate Agreement terminates when
neither the Trust nor any direct or indirect assignee of the Trust
owns directly or indirectly a majority of the Company's
outstanding Common Stock or when the Company no longer owns
directly or indirectly a majority of the outstanding common stock
of any of Schuller or such subsidiaries.
As further contemplated by the Bonds Repurchase
Agreement, on September 22, 1994, the Company and the Trust
entered into an agreement (the "Agreement Regarding Schuller")
regarding certain matters relating to the Schuller Corporate
Agreement, which agreement is listed as Exhibit 7 hereto. The
Agreement Regarding Schuller provides that the Company shall not,
without the prior written consent of the Trust, (i) waive any
provision of or amend the Schuller Corporate Agreement, (ii) vote
in favor of or permit any change to the Certificate of
Incorporation or Bylaws of Schuller or certain of its
subsidiaries, except as expressly permitted in the Agreement
Regarding Schuller, (iii) waive any provision of or amend the Tax
Sharing Agreement dated as of January 1, 1994 between the Company
and Schuller in a manner adverse to the Company, or (iv) sell any
Capital Stock Rights of Schuller or certain of its subsidiaries
if, immediately after such sale, Schuller or such subsidiary would
no longer be a member of the Company's consolidated federal income
tax group.
The Agreement Regarding Schuller also provides that the
Company shall not sell any Capital Stock Rights of Schuller or any
such subsidiary without the consent of the Company's board of
directors and shall vote its shares to elect a certain number of
nominees designated by the Trust or its direct or indirect
assignee to the board of directors of Schuller or any such
subsidiary if the Company owns less than 100% but more than 50% of
the outstanding common stock of Schuller or such subsidiary or if
preferred stockholders (if there should be any in the future) of
Schuller or such subsidiary become entitled to have
representatives on such board of directors. The Agreement
Regarding Schuller terminates when neither the Trust nor any
direct or indirect assignee of the Trust owns directly or
indirectly a majority of the Company's outstanding Common Stock or
when the Company no longer owns directly or indirectly a majority
of the outstanding common stock of any of Schuller or such
subsidiaries. The Trust's rights under the Agreement Regarding
Schuller may be assigned by the Trust (and any direct or indirect
assignee of the Trust) to any party in connection with the
transfer of a majority of the issued and outstanding Common Stock
of the Company to such party.
On September 22, 1994, the Company and the Trust entered
into a Second Amendment to the Amended and Restated Supplemental
Agreement (the "Supplemental Agreement Amendment"), which
agreement is listed as Exhibit 8 hereto. The Supplemental
Agreement Amendment, among other things, amended the Restated
<PAGE>
Supplemental Agreement (as defined in Item 6 of Amendment No. 4 to
the Schedule 13D) to include a covenant by the Company to maintain
its Adjusted Consolidated Tangible Net Worth (as defined in the
Supplemental Agreement Amendment) at or above $150 million until
the date on which the Second Bond is paid, prepaid or repurchased
in full.
Item 7. Material to be Filed as Exhibits.
------ --------------------------------
Item 7 of the Schedule 13D is hereby further amended and
supplemented as follows:
1. Press Release dated July 27, 1994.
2. Press Release dated December 15, 1994.
3. Agreement dated August 31, 1994 between Manville
Corporation and Manville Personal Injury Settlement Trust.
4. Bonds Repurchase Agreement dated September 22, 1994
between Manville Corporation and Manville Personal Injury
Settlement Trust, filed as an exhibit to Manville Corporation's
Current Report on Form 8-K, dated September 22, 1994 and filed
with the Securities and Exchange Commission on October 6, 1994,
and incorporated herein by reference.
5. Amendment and Agreement dated as of December 2, 1994
between Manville Corporation and Manville Personal Injury
Settlement Trust, with Undertaking of Schuller International
Group, Inc. attached.
6. Corporate Agreement dated as of September 22, 1994
by and between Manville Corporation and Schuller International
Group, Inc., filed as an exhibit to Manville Corporation's
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1994, and incorporated herein by reference.
7. Agreement dated as of September 22, 1994 by and
between Manville Personal Injury Settlement Trust and Manville
Corporation, filed as an exhibit to Schuller International Group,
Inc.'s Registration Statement on Form S-1, Registration No.
33-84602, filed September 30, 1994, and incorporated herein
by reference.
8. Second Amendment to the Amended and Restated
Supplemental Agreement dated as of September 22, 1994 between
Manville Corporation and Manville Personal Injury Settlement
Trust, filed as an exhibit to Amendment No. 2 to Schuller
International Group, Inc.'s Registration Statement on
Form S-1, Registration No. 33-84602, filed November 8, 1994,
and incorporated herein by reference.
<PAGE>
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of such
undersigned's knowledge and belief, each of the undersigned
certifies that the information set forth in this amendment is
true, complete and correct.
Dated: January 9, 1995 MANVILLE PERSONAL INJURY
SETTLEMENT TRUST
By:/s/ Robert A. Falise
--------------------------
Robert A. Falise, Chairman
and Managing Trustee
By:/s/ Charles T. Hagel
--------------------------
Charles T. Hagel, Trustee
By:/s/ Louis Klein, Jr.
--------------------------
Louis Klein, Jr., Trustee
By:/s/ Frank J. Macchiarola
--------------------------
Frank J. Macchiarola,
Trustee
By:/s/ Christian E. Markey, Jr.
---------------------------
Christian E. Markey, Jr.,
Trustee
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit
-------
1. Press Release dated July 27,
1994.
2. Press Release dated December 15,
1994.
3. Agreement dated August 31, 1994
between Manville Corporation and
Manville Personal Injury Settlement
Trust.
4. Bonds Repurchase Agreement dated
September 22, 1994 between Manville
Corporation and Manville Personal
Injury Settlement Trust, filed as an
exhibit to Manville Corporation's
Current Report on Form 8-K, dated
September 22, 1994 and filed with the
Securities and Exchange Commission on
October 6, 1994, and incorporated
herein by reference.
5. Amendment and Agreement dated as of
December 2, 1994 between Manville
Corporation and Manville Personal
Injury Settlement Trust, with
Undertaking of Schuller International
Group, Inc. attached.
6. Corporate Agreement dated as of
September 22, 1994 by and between
Manville Corporation and Schuller
International Group, Inc., filed as
an exhibit to Manville Corporation's
Quarterly Report on Form 10-Q for the
quarterly period ended September 30,
1994, and incorporated herein by
reference.
7. Agreement dated as of September 22,
1994 by and between Manville Personal
Injury Settlement Trust and Manville
Corporation, filed as an exhibit to
Schuller International Group, Inc.'s
Registration Statement on Form S-1,
<PAGE>
Registration No. 33-84602, filed
September 30, 1994, and incorporated
herein by reference.
8. Second Amendment to the Amended and
Restated Supplemental Agreement dated
as of September 22, 1994 between
Manville Corporation and Manville
Personal Injury Settlement Trust,
filed as an exhibit to Amendment
No. 2 to Schuller International
Group, Inc.'s Registration Statement
on Form S-1, Registration No. 33-84602,
filed November 8, 1994, and incorporated
herein by reference.
<PAGE>
Exhibit 1
---------
7/27/94
CLASS ACTION SETTLEMENT ANNOUNCED
---------------------------------
At a July 26, 1994 hearing before Judge Jack B. Weinstein, the
Plaintiff class, the Trust, and all sub-classes in the four and
one-half-year-old class action lawsuit announced a settlement in
principle to equitably redistribute the Trust's assets, in light
of its limited fund status. Subject to one open issue, an amended
settlement plan should be filed within the next few weeks. The
settlement provides for:
. Personal injury claims to be evaluated and offers made in
FIFO order in accordance with a schedule of asbestos-related
disease criteria and values.
. Claimant's option to refuse the scheduled-value offer and to
request individual evaluation, to be handled in a separate
queue.
. The Trust's right to opt claims out of the Schedule of Values
if it believes the claim to be of a substantively different
profile than that used in establishing the Schedule.
. Payments to be made in order of claimant's acceptance
(provided cash is available), at an initial level of 10% of
liquidated value.
. If subsequent estimates of Trust liabilities versus its
assets make a larger pro rata payment feasible, additional
payments will be made to claimants previously paid under the
plan, and future pro rata payments will be at the higher
level. If a smaller pro rata payment is indicated, the
percentage will be reduced for future settlements.
. Claims not settled through scheduled values or negotiation
must go through Alternative Dispute Resolution. Only if the
claim remains unsettled after ADR can litigation be filed
against the Trust, with judgments also paid at the pro rata
share, with some caps on those amounts.
. A $35 million fund will be established to reimburse co-
defendants for a portion of their payments of the Manville
share of judgments and post-verdict settlements against them
during the period the Trust was stayed from litigation, and
prior to the approval of the settlement plan. Subject to the
one open issue, procedures are established to allocate the
-1-
<PAGE>
Manville share in the future and to file contribution claims,
to be paid at the established pro rata percentage rate.
. A $10.7 million fund will be established to reimburse
distributors for a portion of their Manville indemnity claims
paid by them prior to the approval of the settlement plan.
Procedures are established to value indemnity claims in the
future, to be paid at the established pro rata percentage
rate.
. A $10 million fund will be paid to reimburse distributor
MacArthur & Company for current insurance-in-place litigation
and defense costs. In the event the litigation is
successful, the Trust will be reimbursed the funds, plus
interest.
A copy of the settlement plan will be distributed to all law firms
which have filed claims with the Trust, all pro se claimants, all
co-defendants, and all others who are on the class action service
list, along with a notice of the schedule of fairness hearings.
It is expected that those hearings will begin on November 1, 1994.
The one open issue, which will be heard by the Court on August 2,
1994, concerns the appropriate procedures to allocate the Manville
share in the future in cases filed in the state of Maryland.
"The Trustees and management of the Manville Trust are relieved
and pleased that a settlement has been reached after several years
of difficult negotiation by all parties," stated Robert A. Falise,
Chairman and Managing Trustee of the Trust. "This has been a long
and complex process and the Trust's claimants have been waiting
many years for payments. The pro rata percentage payment is
unfortunately necessary, but at least we will now be able to
provide payment to our beneficiaries. It is our hope that when
more is known about future claim filings and the ultimate value of
the Trust's assets, we will be able to increase that percentage."
In August 1982, Manville Corporation filed a petition for
reorganization and protection under Chapter 11 of the Bankruptcy
code. In December 1986, the United States Bankruptcy Court for
the Southern District of New York approved a plan of
reorganization for Manville Corporation and related entities. A
cornerstone of the Plan was the creation in 1988 of the Manville
Personal Injury Settlement Trust to distribute available funds as
equitably as possible while balancing the rights of current
claimants against the rights of future, unknown claimants.
Since July 1990 the Trust has been prevented from making payments
to any but the most severely injured claimants or those facing
extreme financial hardship. The stay on payments was ordered by
the court in conjunction with a class action lawsuit filed to
restructure the distribution of the Trust's assets to its hundreds
of thousands of present and future claimants.
-2-
<PAGE>
The Trust has redesigned its policies, procedures, staff and
computer systems to accommodate the new plan, and has already
reviewed over 100,000 claims under the new schedule of disease
criteria and values. Patricia G. Houser, Trust Executive
Director, announced that, assuming the plan will be approved at
the District Court level, the Trust will move to have the stay on
claim payments lifted in order to allow payments under the
settlement plan.
# # #
CONTACT: Terri Rae Shull
(703) 204-9300
-3-
<PAGE>
Exhibit 2
---------
MANVILLE PERSONAL INJURY SETTLEMENT TRUST
MANVILLE TRUST CLASS ACTION SETTLEMENT APPROVED
NEW YORK, December 15, 1994. Settlement of the class action
lawsuit restructuring the claim settlement and distribution plan
of the Manville Personal Injury Settlement Trust was approved
today by Senior New York District Court Judge Jack B. Weinstein.
The settlement approval should bring an end to over four years of
litigation which arose as a result of the massive number of claims
filed against the Trust during its first three years of existence,
quickly outstripping the Trust's funding.
"We are gratified that this settlement plan has been approved by
the Court," said Robert A. Falise, Chairman and Managing Trustee
of the Manville Trust. "Now, we can resume the compensation of
victims of asbestos-related injuries, and we are looking forward
to the opportunity to do so."
The settlement requires that the Trust's assets be distributed on
a pro rata share basis, at an initial level of 10% of total
--- ----
liquidated claim value. Claims will be paid on a scheduled basis
in accordance with seven disease categories, but claimants can
refuse the Trust's schedule-based offer and request individual
evaluation. The settlement also calls for the set aside of
various funds totalling $55.7 million to reimburse co-defendants
and distributors (also on a pro rata basis) for payments made by
--- ----
them for Manville's share of liability during the period the Trust
was stayed from litigation due to the class action.
The court also determined that the one unresolved issue in the
case, appropriate set-off rules of Maryland claims, should be left
to Maryland state courts, and instructed the Trust to hold $50
million in escrow pending agreement among the parties, "or a
governing decision by the Maryland Courts."
-1-
<PAGE>
The Trust was created in 1986 to pay victims of asbestos-related
disease caused by exposure to asbestos produced or manufactured by
the Manville Corporation (formerly Johns Manville). The Trust was
funded with insurance proceeds, as well as various debt and equity
holdings of the company, including 80% of its common stock,
originally estimated at approximately $2 billion in value. Since
its inception the Trust has paid its beneficiaries more than $1
billion and in recent court hearings its assets were estimated to
be currently valued at between $1.8 and $2.2 billion. Manville's
original Plan of Bankruptcy contemplated a maximum of 100,000
claims to be filed during the Trust's first 25 years. However,
filings exceeded that estimate within three years of the Trust's
inception, resulting in a severe funding shortfall. In July 1990,
Judge Weinstein ordered a stay on claim payments until a
restructuring of the Trust's distribution process could be
achieved. A class action lawsuit, Findley v. Blinken, was filed
------------------
in November 1990. The settlement of that lawsuit proposed a pro
---
rata payment of a portion of each claimant's settlement, paying
----
claims in order of severity of disease. In November 1990, that
settlement was appealed to the Second Circuit Court of Appeals,
which reversed the lower court's approval of the settlement in
December of 1992 due to procedural problems related to
representation of various subclasses of Trust beneficiaries, and
remanded the case to the lower court for further hearings.
Negotiations continued throughout 1993 and the first half of 1994
in the case, now called Findley v. Falise. The new settlement was
-----------------
signed last July and fairness hearings were held in early
November.
The Trust presently has approximately $700 million in unrestricted
cash and marketable securities available to pay claims. Those
funds include $369 million received this week as a result of the
public sale by the Trust of notes of Schuller International, which
was substantially all of the Trust's remaining debt holdings of
the Manville Corporation. During the fairness hearings, Trust
Executive Director Patricia Houser testified that new processing
procedures and systems designed by the Trust could result in as
many as 100,000 offers being made in the first year after the lift
of the stay on claim payments. "We plan to make offers on 20,000
claims in the first 30 days after the stay is lifted," stated Ms.
Houser, "and thereafter, we plan to make offers on approximately
30,000 claims each quarter, depending on the acceptance rate of
our initial offers."
"We are in an excellent position to settle and pay claims on a
large scale," said Falise. "The Trust has succeeded in monetizing
almost all of its debt holdings over the last two-and-a-half
years, providing a substantial amount of cash for payment of
claims." The Trust's largest remaining assets include 96 million
-2-
<PAGE>
shares of the common stock of Manville Corporation and the right,
under a profit sharing plan, to 20% of the company's consolidated
profits, as defined in the plan. Manville Corporation is a
holding company whose subsidiaries include Riverwood
International, a paper and forest products company, and Schuller
International, a building products company.
CONTACT:
Terri Rae Shull
(703) 204-9300
-3-
<PAGE>
Exhibit 3
---------
Manville Corporation
717 17th Street
Denver, Colorado 80202
Manville Personal Injury Settlement Trust
8260 Willow Oaks Corporate Drive
Suite 600
P.O. Box 10415
Fairfax, Virginia 22031
Attention: David T. Austern, Esq.
August 31, 1994
Ladies and Gentlemen:
The Manville Personal Injury Settlement Trust (the
"Trust") is the holder of a Manville Corporation Bond due
March 31, 2013 (the "Bond") issued by Manville Corporation (the
"Company") pursuant to the Bond Prepayment Agreement, dated as of
August 25, 1993, between the Company and the Trust, as modified
for a limited period of time by a certain letter agreement, dated
August 25, 1993, between the Company and the Trust and as amended
and supplemented by a letter agreement, dated March 31, 1994,
between the Company and the Trust clarifying certain provisions
thereof (as so modified, amended and supplemented, the "Bond
Prepayment Agreement"). Terms used herein and not otherwise
defined shall have the meanings assigned to them in the Bond
Prepayment Agreement.
Pursuant to the terms of the Bond and the Bond
Prepayment Agreement, the Company is obligated to pay $20,680,534
to the Trust on August 31, 1994 (the "August 1994 Payment
Amount"). The Company and the Trust are currently negotiating a
Bonds Repurchase Agreement pursuant to which the Company will,
among other things, repurchase the Bond from the Trust (the
"Repurchase") in exchange for certain debt securities to be issued
by Schuller International Group, Inc., a wholly-owned subsidiary
of the Company.
<PAGE>
In order to allow the Company and the Trust sufficient
time to complete negotiations and finalize the documentation
setting forth the terms of the Repurchase, the Company and the
Trust hereby agree that the Company shall defer payment of the
August 1994 Payment Amount until the earlier of (i) the second
Business Day following notification in writing, in accordance with
Section 12.01 of the Bond Prepayment Agreement, to the Company by
the Trust or to the Trust by the Company, as the case may be, to
the effect that the negotiations in connection with the Repurchase
are being abandoned, or (ii) September 30, 1994 (the "Payment
Date"); provided however, that in the event the Repurchase is
-------- -------
consummated on or prior to the Payment Date the obligation of the
Company in respect of the August 1994 Payment Amount, together
with any accrued interest thereon, as specified below, shall be
extinguished, it being recognized that said obligation shall be
encompassed in the terms of the Repurchase. Until paid or
extinguished, interest shall accrue on the August 1994 Payment
Amount at the rate of 4.70% per annum (computed on the basis of a
year of 360 days and the actual number of days elapsed) from and
including August 31, 1994 to but excluding the Payment Date;
provided, however, that if the Repurchase shall not have occurred
-------- -------
on or prior to the Payment Date and if the August 1994 Payment
Amount, together with interest accrued thereon as provided in this
sentence, is not paid in full on the Payment Date, interest shall
(except to the extent, if any, prohibited by applicable law)
accrue on the unpaid portion of such aggregate amount from and
including the Payment Date until the payment in full of such
aggregate amount at the rate of 14% per annum as provided in
Section 5.11(a) of the Bond Prepayment Agreement.
The Trust hereby (i) waives the provisions of Section
5.11(a) of the Bond Prepayment Agreement to the extent necessary
to permit deferral of the Company's payment of the August 1994
Payment Amount until the Payment Date in accordance with and
subject to the terms of the immediately preceding paragraph and
(ii) agrees that such deferral of the August 1994 Payment Amount
until the Payment Date shall not constitute an Event of Default
under Section 10.01 of the Bond Prepayment Agreement; provided,
--------
however, that if the Repurchase does not occur on or prior to the
-------
Payment Date, the Company's failure to pay in full the August 1994
Payment Amount, together with interest accrued thereon in
accordance with the immediately preceding paragraph, on the
Payment Date shall constitute a breach of Section 5.11(a) of the
Bond Prepayment Agreement and shall constitute an Event of Default
under Section 10.01 of the Bond Prepayment Agreement.
If you are in agreement with the foregoing, please sign
in the appropriate place below and the duplicate copy of this
<PAGE>
letter and return one of the same to the Company, whereupon this
agreement shall become a binding agreement between the Trust and
the Company.
Very truly yours,
MANVILLE CORPORATION
By /s/ W.T. Stephens
--------------------------
Name: W.T. Stephens
Title: Chairman, Chief
Executive Officer
and President
The foregoing agreement is
hereby accepted as of the
date hereof:
MANVILLE PERSONAL
INJURY SETTLEMENT TRUST
By /s/ Robert A. Falise
------------------------
Name: Robert A. Falise
Title: Chairman &
Managing Trustee
<PAGE>
Exhibit 5
---------
AMENDMENT AND AGREEMENT
AMENDMENT AND AGREEMENT dated as of December 2, 1994
between Manville Corporation, a Delaware corporation (the
"Company"), and Manville Personal Injury Settlement Trust (the
"Trust").
WHEREAS, the Company and the Trust are parties to a
Bonds Repurchase Agreement dated September 22, 1994 (the "Bonds
Repurchase Agreement;" capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the
Bonds Repurchase Agreement); and
WHEREAS, pursuant to the Trust's exercise of certain
demand registration rights under the Bonds Repurchase Agreement,
the Company has caused Schuller to file a registration statement
with the Commission relating to a Securities Act registered, firm-
commitment underwritten secondary public offering of Schuller
Notes (the "Public Offering") by the Trust; and
WHEREAS, the Trust has notified the Company that it
intends to increase the principal amount of Schuller Repurchase
Notes offered in the Public Offering from $250 million to the
entire aggregate principal amount of Adjusted Schuller Notes that
the Trust will hold after the transaction provided for in Section
2.03(b)(vi) of the Bonds Repurchase Agreement; and
WHEREAS, in light of such increase in the principal
amount of Schuller Repurchase Notes being offered by the Trust,
the Company wishes to include in the Public Offering the Schuller
Excess Notes that it will hold after the transaction provided for
in Section 2.03(b)(vi) of the Bonds Repurchase Agreement and, as a
result, wishes to modify its repurchase obligations with respect
to the Second Bond under the Bonds Repurchase Agreement to provide
for repurchase of the Second Bond with cash rather than with
Schuller Notes; and
WHEREAS, the Trust is willing to provide for the matters
referred to in the immediately preceding paragraph, upon the terms
and conditions set forth hereinbelow;
NOW, THEREFORE, in consideration of the mutual covenants
herein contained and for other good and valuable consideration,
the adequacy and receipt of which are hereby acknowledged, the
parties hereto agree as follows:
-1-
<PAGE>
SECTION 1. Amendments to the Bonds Repurchase
----------------------------------
Agreement.
---------
(a) Amendments to Section 1.01. Section 1.01 of the
--------------------------
Bonds Repurchase Agreement is hereby amended by deleting the
definitions of the terms "Second Bond Repurchase Notes" and
"Second Bond Reserve Amount."
(b) Amendments to Section 2.03(b). Section 2.03(b) of
-----------------------------
the Bonds Repurchase Agreement is hereby amended as follows:
(i) In paragraph (ii) thereof, the second sentence
is hereby deleted; and
(ii) In paragraph (vii) thereof, the words "the
sum of (A)" and the words "and (B) the Second Bond Reserve
Amount (if any), in each case" are hereby deleted.
(c) Amendments to Section 2.04(c)(ii).
---------------------------------
Section 2.04(c)(ii) of the Bonds Repurchase Agreement is hereby
amended by deleting the second and third sentences thereof and by
inserting the following in lieu thereof:
"At any time and from time to time prior to the later of
(i) the execution and delivery of the underwriting agreement
relating to the public offering contemplated by such
registration or (ii) the effectiveness of the registration
statement relating to such registration (or if, after the
execution and delivery of such underwriting agreement and the
effectiveness of such registration statement, the
Underwriters do not proceed with the purchase of all Schuller
Notes contemplated in such underwriting agreement on the date
contemplated therein due to the nonsatisfaction or alleged
nonsatisfaction of any condition to the Underwriters'
obligations thereunder, then at any time prior to the
consummation (if any) of such public offering with respect to
all such Schuller Notes), the Trust shall have the further
right, in its sole discretion to reduce the aggregate
principal amount of Schuller Notes to be included in such
offering, and in such event, without any reduction in the
amount of Schuller Repurchase Notes that the Trust proposes
to offer or sell for its account in such offering, the
aggregate principal amount of Schuller Excess Notes to be
offered or sold for the account of the Company in such
offering shall be reduced dollar-for-dollar to the extent
necessary to reduce the total aggregate principal amount of
Schuller Notes to be included in such offering to the reduced
amount decided by the Trust (it being understood that if the
-2-
<PAGE>
amount of the reduction decided by the Trust equals or
exceeds the aggregate principal amount of Schuller Excess
Notes requested by the Company to be included in the
offering, no Schuller Excess Notes shall be included in such
offering, notwithstanding the Company's exercise of its
rights pursuant to this Section 2.04(c)(i))."
(d) Amendments to Section 2.04(f)(ii). Section 2.04(f)
---------------------------------
of the Bonds Repurchase Agreement is hereby amended by adding the
following sentence at the end of paragraph (ii) thereof:
"In each case of a registration of Schuller Excess Notes held
by the Company under the Securities Act pursuant to this
Section 2.04, (A) the Company shall cause Schuller to
indemnify and hold harmless the Company, its directors and
officers and each Person who controls the Company within the
meaning of the Securities Act or the Exchange Act to the same
extent as the indemnity from Schuller to the Trust contained
in paragraph (i) of this Section 2.04(f); and (B) the Company
will indemnify and hold harmless the Trust, each Trustee,
Schuller, each of Schuller's directors and Schuller's
officers who sign the registration statement and each other
Person, if any, who controls the Trust or Schuller, as the
case may be (excluding the Company in the case of Schuller),
within the meaning of the Securities Act or the Exchange Act,
to the same extent as the indemnity contained in paragraph
(i) of this Section 2.04(f) from Schuller to the Trust, but
only with reference to information relating to the Company
itself (and not Schuller or any of its Subsidiaries) and
furnished to Schuller in writing by the Company expressly for
use in the registration statement, any prospectus or
preliminary prospectus contained therein or any amendment or
supplement thereto."
(e) Amendment to Section 2.08. Section 2.08 of the
-------------------------
Bonds Repurchase Agreement is hereby amended by deleting the first
sentence thereof.
(f) Further Amendment to Article II. Article II of the
-------------------------------
Bonds Repurchase Agreement is hereby further amended by adding at
the end thereof a new Section 2.10 which shall read as follows:
"SECTION 2.10. Contribution. (a) If the
------------
indemnification provided for in Section 2.04(f) or 2.06(f) is
unavailable to any Indemnified Party or Indemnitee in respect
of any losses, claims, damages, liabilities or expenses
referred to therein, then the Indemnifying Party or
Indemnitor, in lieu of indemnifying such Indemnified Party or
Indemnitee, shall contribute to the amount paid or payable by
-3-
<PAGE>
such Indemnified Party or Indemnitee as a result of such
losses, claims, damages, liabilities or expenses in the
proportion provided by principles of contribution under
applicable law, and the Indemnified Party or Indemnitee shall
retain and shall have the full right to exercise all rights
of contribution available under applicable law as against all
parties that are subject to contribution claims in respect of
such losses, claims, damages, liabilities or expenses under
applicable law; provided, however, that the amount paid or
-------- -------
payable by the Indemnified Party or Indemnitee as a result of
such losses, claims, damages, liabilities and expenses shall
be deemed to include any fees or expenses of counsel or other
fees or expenses reasonably incurred by the Indemnified Party
or the Indemnitee in connection with investigating, preparing
for or defending any proceeding and in connection with
recovering the contribution to which it is entitled pursuant
to this Section 2.10.
(b) The provisions of paragraph (a) above relating
to contribution shall not inure to the benefit of any
Indemnified Party or Indemnitee if indemnification would be
unavailable to such Indemnified Party or Indemnitee by reason
of the proviso contained in paragraph (i) of Section 2.04(f)
(mutatis mutandis with respect to the indemnification
------- --------
provided for in paragraph (ii) of Section 2.04(f)) or
2.06(f), as the case may be, and in no event shall the
obligation of the Indemnifying Party or Indemnitor to
contribute under this Section affect the amount that such
party would have been obligated to pay by way of
indemnification if the indemnification provided for under
Section 2.04(f) or 2.06(f), as the case may be, had been
available in the circumstances.
(c) As among the Company, the Trust and Schuller,
the terms of this Section 2.10 shall supersede any provision
or agreement relating to contribution contained in any
underwriting, placement agency or similar agreement or
arrangement that has been or may be entered into with respect
to the offer and/or sale of Schuller Notes, unless each of
such parties shall expressly agree to the contrary in a
writing that specifically refers to this Section 2.10."
(g) Amendments to Section 5.01. Section 5.01 of the
--------------------------
Bonds Repurchase Agreement is hereby amended as follows:
(i) In the title of said Section, the comma after
the words "Adjusted Repurchase and Interest Amount" is hereby
replaced with the word "and"; and the words "and Principal
Amount of the Second Bond Repurchase Notes" are hereby
deleted;
-4-
<PAGE>
(ii) In Section 5.01(a), the second sentence is
hereby deleted; and in the immediately succeeding sentence,
the comma after the words "Adjusted Repurchase and Interest
Amount" is hereby replaced with the word "or" and the words
"or the principal amount of the Second Bond Repurchase Notes"
are hereby deleted;
(iii) In paragraph (1) of Section 5.01(c), the
words "the principal amount of the Second Bond Repurchase
Notes would be $18,152,749," are hereby deleted; and
(iv) In paragraph (2) of Section 5.01(c), the
words "the principal amount of the Second Bond Repurchase
Notes would be $16,879,625," are hereby deleted.
(h) Amendment to Section 6.01. Section 6.01 of the
-------------------------
Bonds Repurchase Agreement is hereby amended to read in its
entirety as follows:
"SECTION 6.01 Repurchase of Second Bond. (a) Subject
-------------------------
to obtaining the prior written consent, waiver or approval
(in a form reasonably acceptable to each of the Trust and the
Company) of all Persons (other than the parties to this Bonds
Repurchase Agreement) whose consent is required, in the
reasonable judgment of either the Trust or the Company, under
any provision of applicable law, any judicial order or decree
or any material agreement or instrument binding upon the
Company or any of its Subsidiaries or upon the Trust, or to
the elimination of such consent requirement(s) with respect
to the Second Bond, the Trust shall have the right to cause
the Company, at the Trust's option exercisable by notice to
the Company given at any time during the Adjustment Period,
to repurchase the Second Bond on April 10, 1995 (which date,
in the event such notice is given by the Trust, shall be the
"Second Bond Repurchase Date") for cash in an amount (the
"Cash Payment Amount") equal to (i) the Second Bond
Repurchase Amount less (ii) the product of (A) the percentage
underwriting discount granted to the Underwriters in the
Public Offering, multiplied by (B) the Second Bond Repurchase
Amount (or the aggregate principal amount of the Schuller
Excess Notes that shall actually have theretofore been sold
by the Company in the Public Offering, if such aggregate
principal amount is less than the Second Bond Repurchase
Amount). The Cash Payment Amount shall be payable in
accordance with Section 6.01(b). The Trust's notice given
pursuant to this Section 6.01(a) shall also set forth the
Second Bond Repurchase Amount, the Cash Payment Amount and
the name, address and number of the bank account to which the
Cash Payment Amount shall be paid.
-5-
<PAGE>
(b) Subject to the Trust's compliance with Section
6.01(c), on the Second Bond Repurchase Date, the Company
shall pay to the Trust the Cash Payment Amount by wire
transfer of same-day funds to the bank account specified by
the Trust in its notice given pursuant to Section 6.01(a),
together with an Officer's Certificate from the Company dated
the Second Bond Repurchase Date to the effect that (i) the
representations and warranties of the Company contained in
the Amendment and Agreement dated as of December 2, 1994
between the Company and the Trust (the "Amendment and
Agreement") are true and correct in all material respects at
and as of such date and (ii) any consents required to be
obtained by the Company or Schuller necessary for the
transactions contemplated by this Section 6.01 have been
obtained.
(c) Subject to the Company's compliance with 6.01(b), on
the Second Bond Repurchase Date, the Trust shall deliver the
Second Bond free and clear of all Liens and adverse claims
(other than Liens or claims created by, or arising in favor
of, the Company) to the Company for cancellation, together
with a certificate signed by an authorized executive officer
of the Trust and dated the Second Bond Repurchase Date to the
effect that (i) the representations and warranties of the
Trust contained in the Amendment and Agreement are true and
correct in all material respects at and as of such date, (ii)
any consents required to be obtained by the Trust necessary
for the transactions contemplated by this Section 6.01 have
been obtained, and (iii) the Trust has good and valid title
to the Second Bond, free and clear of all Liens, other than
any remainderman or reversionary interests of the PD Trust or
the Company therein and any Liens or claims created by or
arising in favor of the Company.
(i) Other References to "Second Bond Repurchase Notes"
--------------------------------------------------
and "Second Bond Reserve Amount". Any references in the Bonds
--------------------------------
Repurchase Agreement to the terms "Second Bond Repurchase Notes"
and "Second Bond Reserve Amount" that have not been eliminated by
the foregoing amendments shall be disregarded and shall not be
given any effect in the interpretation or enforcement of the Bonds
Repurchase Agreement as amended by this Amendment and Agreement.
SECTION 2. Effectiveness of Amendments. The amendments
---------------------------
to the Bonds Repurchase Agreement set forth in Section 1 hereof
shall become effective as of the date first above written. As
amended by Section 1 hereof, the Bonds Repurchase Agreement is
hereby ratified, confirmed and continued in all respects.
-6-
<PAGE>
SECTION 3. Company's Request for Piggyback Registration
--------------------------------------------
of Schuller Excess Notes. Pursuant to Section 2.04(c)(ii) of the
------------------------
Bonds Repurchase Agreement (as amended hereby), the Company hereby
requests that all Adjusted Schuller Notes constituting Schuller
Excess Notes after the transaction provided for in Section
2.03(b)(vi) of the Bonds Repurchase Agreement be included in the
Public Offering. The Company hereby agrees that, in addition to
the costs and expenses for which it is responsible pursuant to the
terms of the Bonds Repurchase Agreement, it shall bear its own
expenses as a selling securityholder in the Public Offering,
including, without limitation, its pro rata share (based on the
portion that the aggregate principal amount of Schuller Excess
Notes sold by the Company in the Public Offering represents of the
total aggregate principal amount of Schuller Notes sold in the
Public Offering) of the underwriting commission negotiated by the
Trust with the Underwriters for the Public Offering.
SECTION 4. Trust's Waiver of Notice Period. The Trust
-------------------------------
hereby waives the fifteen (15) day advance notice period required
under Section 2.04(c)(ii) of the Bonds Repurchase Agreement in
connection with the Company's request contained in Section 3
hereof. It is hereby understood and agreed that the Trust shall
retain the right, in its sole discretion and without liability or
obligation to the Company or Schuller, to decide at any time and
for any reason not to proceed with the Public Offering, or to
delay or reduce the size of the Public Offering, and that the
inclusion of Schuller Excess Notes in the Public Offering shall be
subject to the terms of Section 2.04(c)(ii) of the Bonds
Repurchase Agreement, as amended hereby.
SECTION 5. Uncommitted Cash Balance. The Company
------------------------
hereby agrees to maintain, at all times from the date hereof until
the eleventh day following the end of the Adjustment Period, a
balance of at least $20 million in cash and cash equivalents
consisting only of investments included in the definition of
"Permitted Investments" contained in the Indenture (except that
such cash equivalents shall in no event consist of any investments
referred to in clauses (xiv), (xv), (xvi) and (xviii) of said
definition) which balance shall not in any manner be reserved,
pledged, encumbered, conditionally assigned, committed or subject
to any actual or contingent restriction (other than as provided in
this Section 5) on the present or future use or application
thereof, whether in the businesses of the Company or any of its
subsidiaries, for payment to third parties or otherwise; unless
the Trust shall have expressly consented in advance to the
intended use or application of all or any portion of such balance.
-7-
<PAGE>
SECTION 6. Representations and Warranties of the
-------------------------------------
Company. The Company represents and warrants to the Trust on the
-------
date hereof that:
(a) each of the Company and Schuller has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of the State of Delaware;
(b) this Amendment and Agreement has been duly
authorized, executed and delivered by the Company and constitutes
the valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, and the
Undertaking of Schuller set forth at the foot of this Amendment
and Agreement (the "Undertaking") has been duly authorized,
executed and delivered by Schuller and constitutes the valid and
binding obligation of Schuller, enforceable against Schuller in
accordance with its terms;
(c) neither (i) the execution and delivery by the
Company of this Amendment and Agreement, the consummation by the
Company of the transactions contemplated hereby and compliance by
the Company with the terms and conditions hereof, nor (ii) the
execution and delivery by Schuller of the Undertaking and
compliance by Schuller with the terms and provisions thereof, will
(1) conflict with or result in a breach of, or constitute a
default under, any of the terms, obligations, covenants,
conditions or provisions of (i) any indenture, mortgage, deed of
trust, pledge, bank loan or credit agreement, or other agreement
or instrument to which the Company or Schuller is a party or by
which any of them or their respective properties may be bound or
affected or (ii) the certificate of incorporation or by-laws (or
similar constitutional documents) of the Company, Schuller or
their respective Subsidiaries; (2) conflict with or result in a
breach of any of the terms, conditions or provisions of any
statute, judgment, order, writ, injunction, decree, demand, rule
or regulation of any Governmental Agency; or (3) result in the
creation or imposition of any Lien upon any property or asset of
the Company, Schuller or any of their respective Subsidiaries
under the terms or provisions of any of the foregoing; except, in
the case of clause (1), (2) and (3), for such conflict, breach,
default or lien which would not (x) in the case of the Company,
have a material adverse effect on the Company and its Subsidiaries
taken as a whole or (y) in the case of Schuller, have a material
adverse effect on Schuller and its Subsidiaries taken as a whole;
(d) no event of default, or event or condition which
would constitute an event of default after notice or lapse of time
or both, has occurred and is continuing under the Second Bond; and
-8-
<PAGE>
(e) there is no Event of Default, or event or condition
which would constitute an Event of Default after notice or lapse
of time or both, under the Indenture or the Schuller Notes.
SECTION 7. Representations and Warranties of the Trust.
-------------------------------------------
The Trust represents and warrants to the Company on the date
hereof that:
(a) the Trust has been duly organized and is validly
existing as a trust under the laws of the State of New York;
(b) this Amendment and Agreement has been duly
authorized, executed and delivered by the Trust and constitutes a
valid and binding agreement of the Trust, enforceable against the
Trust in accordance with its terms; and
(c) neither the execution and delivery of this
Amendment and Agreement, the consummation of the transactions
contemplated hereby, nor compliance by the Trust with the terms
and conditions hereof, will (1) conflict with or result in a
breach of, or constitute a default under, any of the terms,
obligations, covenants, conditions or provisions of (i) any
indenture, mortgage, deed of trust, pledge, bank loan or credit
agreement, or other agreement or instrument to which the Trust is
now a party or by which it may be bound or affected or (ii) the
Trust Agreement (as amended through the date hereof); or (2)
conflict with or result in a breach of any of the terms,
conditions or provisions of any judgment, order, writ, injunction,
decree or demand of any Governmental Agency, except, in the case
of clauses (1) and (2), for such conflict, breach or default which
would not have a material adverse effect on the Trust.
SECTION 8. Opinions of Counsel. Simultaneously
-------------------
herewith, and as a condition to the recipient's agreements and
obligations hereunder:
(a) The Company shall deliver to the Trust an opinion
of the General Counsel of the Company and Schuller, dated the date
hereof, to the effect that:
(i) The Company has the corporate power and
authority to execute and deliver the Amendment and Agreement
and to perform the terms thereof and the terms of the Bonds
Repurchase Agreement as amended thereby, and such execution,
delivery and performance have been authorized by requisite
corporate action on the part of the Company;
(ii) Schuller has the corporate power and
authority to execute and deliver the Undertaking and to
perform the terms thereof, and such execution, delivery and
-9-
<PAGE>
performance have been authorized by requisite corporate
action on the part of Schuller;
(iii) The Amendment and Agreement has been duly
executed and delivered by the Company and is a valid and
binding obligation of the Company enforceable in accordance
with its terms, except to the extent that (A) enforcement
thereof may be limited by (1) bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally
and (2) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in
equity) and (B) the rights to indemnification and
contribution thereunder may be limited by federal or state
securities laws or public policy related thereto;
(iv) The Undertaking has been duly executed and
delivered by Schuller and is a valid and binding obligation
of Schuller enforceable in accordance with its terms, except
to the extent that (A) enforcement thereof may be limited by
(1) bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereafter in effect relating to
creditors' rights generally and (2) general principles of
equity (regardless of whether enforceability is considered in
a proceeding at law or in equity) and (B) the rights to
indemnification and contribution thereunder may be limited by
federal or state securities laws or public policy related
thereto;
(v) The execution, delivery and performance by the
Company of the Amendment and Agreement will not violate (A)
any provision of applicable law which, to such counsel's
knowledge and experience, is normally applicable to the
actions contemplated thereby (other than federal and state
securities laws, as to which no opinion need be expressed),
(B) the Certificate of Incorporation or Bylaws of the Company
or (C) any material agreement or instrument binding upon the
Company (other than agreements to which the Trust is a
party); and
(vi) The execution, delivery and performance by
Schuller of the Undertaking will not violate (A) any
provision of applicable law which, to such counsel's
knowledge and experience, is normally applicable to the
actions contemplated thereby (other than federal and state
securities laws, as to which no opinion need be expressed),
(B) the Certificate of Incorporation or Bylaws of Schuller or
(C) any material agreement or instrument binding upon
Schuller.
Such opinion shall contain only the limitations, qualifications or
assumptions contained in such counsel's opinion set forth in
Exhibit K to the Bonds Repurchase Agreement. To the extent that
-10-
<PAGE>
the opinions set forth above relate to matters under the laws of
the State of New York, such counsel shall have the right to rely
on a written opinion (dated the date hereof and attached to his
opinion) of Skadden, Arps, Slate, Meagher & Flom, which opinion
shall contain only the limitations, qualifications or assumptions
contained in the opinion of such firm set forth in Exhibit K to
the Bonds Repurchase Agreement.
(b) The Trust shall deliver to the Company an opinion
of the General Counsel of the Trust, dated the date hereof, to the
effect that:
(i) To such counsel's knowledge, upon due inquiry,
the consummation of the repurchase of the Second Bond
pursuant to the Bonds Repurchase Agreement (as amended by the
Amendment and Agreement) is not subject to any consent or
authorization of any Governmental Agency that has not been
obtained and has been duly authorized by all necessary trust
action by the Trustees of the Trust;
(ii) The execution, delivery and performance by
the Trust of the Amendment and Agreement will not violate (A)
any provision of applicable law which, to such counsel's
knowledge and experience, is normally applicable to the
actions contemplated thereby (other than federal and state
securities laws, as to which no opinion need be expressed),
(B) the Trust Agreement or Bylaws of the Trust or (C) any
material agreement or instrument binding upon the Trust
(other than agreements to which the Company is a party), and
are within the Trust's power and authority; and
(iii) The Amendment and Agreement has been duly
executed and delivered by the Trust and is a valid and
binding obligation of the Trust enforceable in accordance
with its terms, except to the extent that (A) enforcement
thereof may be limited by (1) bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally
and (2) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in
equity) and (B) the rights to indemnification and
contribution thereunder may be limited by federal or state
securities laws or public policy related thereto.
Such opinion shall contain only the limitations, qualifications or
assumptions contained in such counsel's opinion set forth in
Exhibit J to the Bonds Repurchase Agreement.
SECTION 9. Governing Law. This Amendment and Agreement
-------------
shall be governed by and construed in accordance with the laws of
the State of New York, without regard to choice of law principles
applicable in such jurisdiction.
-11-
<PAGE>
[THIS SPACE INTENTIONALLY LEFT BLANK]
SECTION 10. Counterparts. This Amendment and Agreement
------------
may be executed in two or more counterparts, each of which shall
be deemed for all purposes an original, and all of which together
shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment and Agreement to be duly executed by their respective
authorized officers as of the day and year first above written.
MANVILLE PERSONAL INJURY MANVILLE CORPORATION
SETTLEMENT TRUST
By: /s/ Mark E. Lederer By: /s/ Richard B. Von Wald
------------------------ ---------------------------
Name: Mark E. Lederer Name:
Title: Chief Financial Officer Title:
UNDERTAKING
-----------
For good and valuable consideration, the adequacy and receipt of
which are hereby acknowledged, SCHULLER INTERNATIONAL GROUP, INC., a
Delaware corporation ("Schuller"), hereby undertakes and agrees with
Manville Corporation ("Manville") and Manville Personal Injury
Settlement Trust (the "Trust") to be bound by and to comply with all
terms of the Bonds Repurchase Agreement dated September 22, 1994
between Manville and the Trust, as amended by the above Agreement
and Amendment, that provide for Manville to cause Schuller to take
or forbear from taking action (including, without limitation, to
indemnify and make contribution to the Indemnified Parties and
Indemnitees as defined in, and in accordance with the terms of, said
Bonds Repurchase Agreement as amended by the above Amendment and
Agreement).
-12-
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this
Undertaking to be duly executed by its authorized officer as of the
day and year first above written in the aforementioned Amendment and
Agreement.
SCHULLER INTERNATIONAL GROUP, INC.
By: /s/ Richard B. Von Wald
-------------------------------
Name:
Title:
-13-
