<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 10
BRAD RAGAN, INC.
(Name of Issuer)
Common Stock, $1.00 Per Share Par Value
(Title of Class of Securities)
750626 10 3
(CUSIP Number)
James Boyazis, Secretary, The Goodyear Tire & Rubber Company
1144 East Market Street, Akron, Ohio 44316
Telephone: (216) 796-2121
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
November 10, 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: / /
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SCHEDULE 13D
CUSIP No. 750626 10 3
________________________________________________________________
(1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons:
THE GOODYEAR TIRE & RUBBER COMPANY
1144 East Market Street
Akron, Ohio 44316
I.R.S. Employer Identification No. 34-0253240
________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(See Instructions): [a] _________________
[b] _________________
________________________________________________________________
(3) SEC Use only
________________________________________________________________
(4) Source of Funds (See Instructions): WC
________________________________________________________________
(5) Check if Disclosure or Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e). / /
________________________________________________________________
(6) Citizenship or Place of Organization: Ohio corporation
________________________________________________________________
Number of (7) Sole Voting Power: 1,633,695
Shares Bene- _________________________________________________
ficially (8) Shared Voting Power: -0-
Owned by _________________________________________________
Each Report- (9) Sole Dispositive Power: 1,633,695
ing Person
_________________________________________________
With (10) Shared Dispositive Power: -0-
________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,633,695
________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares / / (See Instructions).
________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11): 74.6%
________________________________________________________________
(14) Type of Reporting Person (See Instructions): CO -
Corporation
________________________________________________________________
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This instrument is Amendment No. 10 to that certain Schedule 13D dated March
31, 1983 ("Schedule 13D"), filed by The Goodyear Tire & Rubber Company
("Goodyear") with the Securities and Exchange Commission on April 1, 1983, as
heretofore amended by Amendments No 1, 2, 3, 4, 5, 6, 7, 8, 9 and 9A thereto
filed with the Securities and Exchange Commission and dated July 22, 1983,
August 27, 1985, September 19, 1985, January 6, 1986, February 10, 1986, March
24, 1986, May 5, 1986, July 30, 1986, November 15, 1989 and November 20, 1989,
respectively. This Amendment No. 10 further amends the Schedule 13D to
reflect, among other things, the expiration on November 10, 1994 of an option
to purchase up to 650,000 additional shares of Brad Ragan, Inc. Common Stock,
$1.00 par value, from Brad Ragan, Inc. No shares of Brad Ragan, Inc. Common
Stock were purchased by Goodyear pursuant to said option.
In accordance with Section 101(a)(2)(ii) of Registration S-T, the entire
Schedule 13(D) is restated (as amended) herein. This Amendment No. 10 further
amends Schedule 13D, as heretofore amended, as follows:
Item 1. Security and Issuer.
Item 1 is hereby amended to provide in its entirety as follows:
This Schedule 13D of The Goodyear Tire & Rubber Company ("Goodyear")
relates to the Common Stock, $1.00 par value (the "Common Stock"), of
Brad Ragan, Inc., a North Carolina corporation (the "Issuer"). The
address of the principal executive offices of the Issuer is 4404G Stuart
Andrew Boulevard, Charlotte, North Carolina 28217.
Item 2. Identity and Background.
Item 2 is hereby amended to provide in its entirety as follows:
The filing person is The Goodyear Tire & Rubber Company, a corporation
organized and existing under the laws of the State of Ohio. The
principal business address of Goodyear is:
The Goodyear Tire & Rubber Company
1144 East Market Street
Akron, Ohio 44316
Goodyear's principal business is manufacturing and marketing tires for
most applications and other rubber products.
During the last five years Goodyear has not been convicted in a criminal
proceeding and has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction that resulted in a
judgement, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to Federal or state
securities laws or finding any violation with respect to such laws. It
is noted, however, that on May 11, 1989, in the United States
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District Court for the District of Columbia, Goodyear International
Corporation ("GIC"), a wholly-owned subsidiary of Goodyear, entered a
plea of guilty to a single count of violating the anti-bribery provision
(Section 104(a)(1)) of the Foreign Corrupt Practices Act of 1977,
Section 78dd(a)(1) of Title 15, United States Code. A fine of $250,000
was assessed against and paid by GIC. The United States Government, in
its Statement of Facts Supporting the Guilty Plea submitted to the
Court, alleged that GIC obtained approximately $19 million of tire
orders from an agency of the Government of Iraq aggregating nearly
$982,000, which funds were obtained by the aforementioned employees
through a $430,000 payment for a superficial marketing study and
approximately $551,000 of fictitious invoices purportedly for Arab
language advertising. The statement of facts also indicates that two
former executive officers of Goodyear (and perhaps other officials of
GIC and/or Goodyear) may have been aware of, or authorized or acquiesced
in, these transactions.
Attached hereto and, by specific reference, incorporated herein and made
a part hereof, are:
Exhibit A-1B List of Directors (not also officers) of Goodyear.
Exhibit A-2B List of Executive Officers of Goodyear.
Exhibit A-3A Background Information Regarding Directors
and Officers of Goodyear.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended to provide in its entirety as follows:
The acquisition costs of all of the 1,633,695 shares of the Common Stock
was $33,025,420.75 (See table below), which funds came from the working
capital of Goodyear.
TABLE OF ACQUISITIONS
<TABLE>
<CAPTION>
Reported at
Schedule 13D
or Amendment
No. Filed on Aggregate Date of
March 13, 1983 Shares Acquired Amount Paid Acquisition
- -------------- --------------- ----------- -----------
<S> <C> <C> <C>
Schedule 13D 167,274 $ 2,300,017.50 March 24, 1983
1 200,000 2,925,000.00 June 9, 1983
2 500 8,735.00 July 31, 1985
3 4,500 76,218.75 Sept 11, 1985
4 10,000 211,250.00 Dec 10, 1985
5 1,004,600 22,101,200.00 March 24, 1986
6 183,021 4,026,462.00 March 30, 1986
7 58,300 1,277,350.00 May 1, 1986
8 5,500 94,187.50 July 30, 1986
</TABLE>
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9 An option to purchase 650,000 shares of the Common
Stock was entered into with Brad Ragan, Inc. See below
for details.
Issuer and Goodyear entered into an Option Agreement dated November 13,
1989 (the "Option Agreement"), whereunder Goodyear was granted an option
expiring November 10, 1994 to purchase from time to time from Issuer up
to 650,000 shares of the Common Stock (the "Option").
The acquisition cost of the Option acquired by Goodyear pursuant to the
Option Agreement and reported in Amendment No. 9 (and 9A) to Schedule
13D was $162,500, which funds came from the working capital of Goodyear.
The aggregate consideration which Goodyear would have been obligated to
pay to acquire shares under the Option Agreement, assuming the Option
had been exercised in respect of all of the 650,000 shares of the Common
Stock subject thereto from time to time prior to the expiration thereof,
would not have exceeded $48,750,000 or have been less than $16,250,000.
Goodyear expected that any such amount would have been available out of
its working capital.
The Option Agreement expired, and the Option expired unexercised, on
November 10, 1994.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to provide in its entirety as follows:
As set forth in Schedule 13D dated March 31, 1983:
The purpose of the acquisition of (167,274 shares of the) Common Stock
was to assist the heirs of Bradley E Ragan, Sr, as the principal
shareholders of and executive management of the Issuer, the Issuer being
a long-established distributor and retailer of tires and related
products manufactured by Goodyear and important to Goodyear's overall
distribution programs. A significant portion of the estate of Bradley E
Ragan, Sr, was made up of the securities of Issuer and in the opinion of
the executor of the estate it was necessary to sell some of the Issuer's
securities to pay estate debts. The widow of Bradley E Ragan, Sr, also
desired to sell a portion of the total securities of Issuer owned by
her. To assist both parties, Goodyear purchased the securities of
Issuer.
Attached hereto and, by specific reference, incorporated herein and made
a part hereof as Exhibits B, C and D, are the purchase agreements
between Goodyear and the Executor of the Estate of Bradley E Ragan, Sr,
and Mrs Florence Ragan, the widow of Bradley E Ragan, Sr, respectively,
and an Option Agreement between Goodyear and Bradley E Ragan, Jr. Both
purchase agreements provide a right of first refusal to Goodyear to
purchase any securities of the Issuer that either such seller elects to
sell in the future. The Option Agreement with Bradley E Ragan, Jr,
provides that each party has the right of first refusal with respect to
securities of the Issuer owned by
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the other, and grants Bradley E Ragan, Jr, the right at any time to
purchase from Goodyear any or all Common Stock owned by Goodyear, all at
a price equal to the market price for such Common Stock at the time of
the exercise of the option.
Additionally, in connection with the above described purchases of
securities of Issuer, the widow of Bradley E Ragan, Sr, requested that
Goodyear's interests be represented on the Board of Directors of Issuer.
In addition to Mrs Ragan, this concept has been orally supported by the
Estate of Bradley E Ragan, Sr, and Bradley E Ragan, Jr. The
understanding described in this paragraph has not been
and is not expected to be reduced to writing.
As supplemented by Amendment No. 1 to Schedule 13D:
The purchase of an additional 200,000 shares of the Common Stock
reflected in Amendment No. 1 was made from Florence Ragan pursuant to
Goodyear's right of first refusal to buy shares of the Common Stock held
by her, all as set out in the Agreement dated March 24, 1983, between
Goodyear and Florence Ragan, which Agreement was attached as Exhibit C
to the Schedule 13D when filed April 1, 1983.
As supplemented by Amendment No. 2 to Schedule 13D:
The purchase of an additional 500 shares of the Common Stock reflected
in Amendment No. 2 was made from a relative of Florence Ragan pursuant
to Goodyear's right of first refusal to buy shares of the Common Stock
held by Florence Ragan, all as set out in the Agreement dated March 24,
1983, between Goodyear and Florence Ragan, which Agreement was attached
as Exhibit C to the Schedule 13D when filed April 1, 1983.
As supplemented by Amendment No. 3 to Schedule 13D:
The purchase of an additional 4,500 shares of the Common Stock
reflected in Amendment No. 3 was made from a relative of Florence Ragan
pursuant to Goodyear's right of first refusal to buy shares of the
Common Stock held by Florence Ragan, all as set out in the Agreement
dated March 24, 1983, between Goodyear and Florence Ragan, which
Agreement was attached as Exhibit C to the Schedule 13D when filed
April 1, 1983.
As supplemented by Amendment No. 4 to Schedule 13D:
The purchase of an additional 10,000 shares of the Common Stock
reflected in Amendment No. 4 was made from a relative of Florence Ragan
pursuant to Goodyear's right of first refusal to buy shares of the
Common Stock held by Florence Ragan, all as set out in the Agreement
dated March 24, 1983, between Goodyear and Florence Ragan, which
Agreement was attached as Exhibit C to the Schedule 13D when filed
April 1, 1983.
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As supplemented by Amendment No. 5 to Schedule 13D:
The purpose of the planned acquisition of the 1,004,600 shares of Common
Stock of the Issuer (or such portion thereof as shall be available for
purchase) is to acquire ownership and management control of the Issuer.
The Issuer, an established distributor and retailer of tires and related
products and tire retreader, is an important channel of distribution for
Goodyear tires and related products. The expressed desire of Mr Ragan,
the chief executive officer and a principal shareholder of the Issuer,
to sell his shares of Issuer's Common Stock and leave his management
post, combined with the availability of other large blocks of shares of
Common Stock of the Issuer, have resulted in an opportunity for Goodyear
to acquire the Issuer as a subsidiary company, thereby assuring
continued access to the Issuer as a principal channel of distribution
for Goodyear in the markets served by the Issuer.
Goodyear may purchase additional shares of the Common Stock of the
issuer from time to time as may be determined to be appropriate.
Although Goodyear has no present plans to merge the Issuer with any
other company, to sell substantially all of the assets of the Issuer or
to liquidate the Issuer, Goodyear may, if it determines any such action
to be in its interest as a shareholder, recommend and vote for such a
transaction or a reorganization of the Issuer and Issuer's subsidiaries.
Bradley Ragan, Jr has indicated an interest in purchasing assets of the
Issuer associated with certain commercial tire locations. The sale by
the Issuer of certain locations on appropriate terms would be approved
by Goodyear.
Bradley Ragan, Jr has indicated his desire to relinquish his post as
Chief Executive Officer of the Issuer after a brief transition period
and Goodyear expects certain of the directors of the Issuer to resign
when the purchases are completed. Goodyear expects to name nominees to
these posts. Additional management changes may be recommended by
Goodyear from time to time.
Goodyear may, under appropriate circumstances, deem it appropriate to
cause the Issuer to amend its charter or by-laws, to remove its shares
of Common Stock from listing on the American Stock Exchange and to
terminate the registration of the shares under the Securities Exchange
Act.
Except as discussed above, Goodyear has no present plans or intentions
which would result in any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
As supplemented by Amendment No. 6 to Schedule 13D:
The purpose of the planned acquisition of the 183,021 shares of Common
Stock of the Issuer is to acquire additional ownership and management
control of the issuer. The Issuer, an
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established distributor and retailer of tire and related products and
tire retreader, is an important channel of distribution for Goodyear
tires and related products. The expressed desire of Mrs Florence B
Ragan to sell her shares of the Common Stock of the Issuer, combined
with the availability of this block of shares of Common Stock of the
Issuer, resulted in an opportunity for Goodyear to acquire an additional
interest in the Issuer.
As supplemented by Amendment No. 7 to Schedule 13D:
The purpose of the acquisition of the 58,300 shares of Common Stock of
the issuer is to acquire additional ownership of the Issuer.
As supplemented by Amendment No. 8 to Schedule 13D:
The purpose of the acquisition of the 5,500 shares of Common Stock of
the Issuer is to acquire additional ownership of the Issuer.
As supplemented by Amendment No. 9 to Schedule 13D:
The Option was purchased by Goodyear in order to assure that during the
option period which ends November 10, 1994 Goodyear will be able to
acquire that number of shares of the Common Stock as would be required
to permit the consolidation of the Issuer with Goodyear for Federal
income tax purposes at a future time should such consolidation be deemed
by Goodyear to be beneficial and to permit the inclusion of the Issuer
in the "Goodyear control group" for purposes of employee benefit
programs, which inclusion is considered by Goodyear to be beneficial to
the Issuer and to Goodyear.
Item 4 is hereby amended by this Amendment No. 10 to add the following:
The Option was not exercised by Goodyear and expired on November 10,
1994. Goodyear does not presently intend to negotiate with the Issuer
for the purpose of obtaining a new option to acquire shares of the
Common Stock of the Issuer or for the purpose of purchasing shares of
the Common Stock from the Issuer.
Item 5. Interest in Securities of Issuer.
Item 5 is hereby amended to provide in its entirety as follows:
The aggregate number of shares of the Common Stock beneficially owned by
Goodyear at March 31, 1983 was 167,274 shares, which was 7.6% of the
2,190,619 shares of securities of the Issuer then outstanding.
(Schedule 13D dated March 31, 1983.)
The aggregate number of shares of the Common Stock beneficially owned by
Goodyear at June 9, 1983 was 367,274 shares, which was 16.09% of the
2,282,000 shares of the Common Stock of the Issuer then outstanding.
(Amendment No. 1.)
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The aggregate number of shares of the Common Stock beneficially owned by
Goodyear at July 31, 1985 was 367,774 shares, which was 16.79% of the
2,190,619 shares of the Common Stock of the Issuer then outstanding.
(Amendment No. 2.)
The aggregate number of shares of the Common Stock beneficially owned by
Goodyear at September 11, 1985 was 372,274 shares, which was 16.99% of
the 2,190,619 shares of Common Stock of the Issuer then outstanding.
(Amendment No. 3.)
The aggregate number of shares of the Common Stock beneficially owned by
Goodyear at December 10, 1985 was 382,274 shares, which was 17.45% of
the 2,190,619 shares of Common Stock of the Issuer then outstanding.
(Amendment No. 4). Goodyear's power to vote the securities of the
Issuer and to dispose of the same was subject to paragraph 1 of Exhibit D
in which Goodyear granted Bradley E Ragan, Jr, an irrevocable and
unlimited as to time option to purchase any and all shares of Common
Stock owned by Goodyear. (Schedule 13D and Amendments 1, 2, 3 and 4
thereto)
The aggregate number of shares of the Common Stock of Issuer
beneficially owned by Goodyear at February 6, 1986 was 382,274 shares,
which was 17.45% of the 2,190,619 shares of Common Stock of the Issuer
outstanding at that date. Upon the consummation of the Purchase of
326,000 shares of the Common Stock of Issuer from Bradley Ragan, Jr at
$22.00 per share in accordance with the agreement attached hereto as
Exhibit E and the purchase of 678,600 shares (or such portion thereof as
shall be available for purchase) of the Common Stock of Issuer from
GAMCO Investors, Inc and Gabelli and Company, Inc at $22.00 per share
(subject to adjustment upon the occurrence of subsequent events as set
forth in the agreement attached as Exhibit G hereto) in accordance with
the agreement attached hereto as Exhibit G, Goodyear would beneficially
own as many as 1,386,874 shares of the Common Stock of the Issuer, which
is approximately 63.3% of all of Issuers outstanding shares of Common
Stock. The agreement between Goodyear and Bradley Ragan, Jr attached
hereto as Exhibit F provides that the options and rights of first
refusal pursuant to the agreement attached to this Schedule 13D as
Exhibit D shall terminate upon the consummation of the purchase of
Issuer's Common Stock by Goodyear from Bradley Ragan, Jr contemplated by
the agreement attached hereto as Exhibit E. Exhibits E, F and G are
each, by specific reference, incorporated herein and made a part hereof.
(Amendment No. 5.)
The aggregate number of shares of the Common Stock of Issuer
beneficially owned by Goodyear at March 24, 1986 was 1,386,874 shares,
which was 63.3% of the 2,190,619 shares of Common Stock of the Issuer
outstanding at the date. The proposed purchases of 1,004,600 shares of
Common Stock of the Issuer described in Amendment No. 5 of this Schedule
13D were completed on March 20, 1986 in respect of the 326,000 shares
acquired from Bradley Ragan, Jr and on March 17, 1986 (the final
settlement date was March 24, 1986) in respect of the 678,600 shares
acquired from
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GAMCO Investors, Inc and Gabelli and Company, Inc. Upon the
consummation of the purchase of 183,021 shares of the Common Stock of
Issuer from Florence B Ragan at $22.00 per share in accordance the
agreement attached hereto as Exhibit H, Goodyear beneficially owned
1,569,895 shares of the Common Stock of the Issuer, which was
approximately 71.66% of all of the outstanding shares of the Common
Stock of the Issuer at March 30, 1986. Exhibit H is, by specific
reference, incorporated herein and made a part hereof. (Amendment
No. 6.)
The aggregate number of shares of the Common Stock of Issuer
beneficially owned by Goodyear at April 23, 1986 was 1,569,825 shares,
which constituted 71.66% of the 2,190,619 shares of Common Stock of the
Issuer outstanding at that date. As a result of the purchases by
Goodyear of 51,300 shares of the Common Stock of Issuer from
Constitutional Capital Management Co at $22.00 per share in accordance
with the agreement attached hereto as Exhibit I (which purchase was
completed as of May 1, 1986) and of 7,000 shares of the Common Stock of
the Issuer from Donald W Burton Investment Partnership Limited at $21.25
per share in accordance with the agreement attached hereto as Exhibit J
(which purchase was completed on May 1, 1986), Goodyear beneficially
owned 1,628,195 shares of the Common Stock of the Issuer, which was
approximately 74.3% of all of the outstanding shares of the Common Stock
of the Issuer at May 1, 1986. Exhibits I and J are, by specific
reference, incorporated herein and made a part hereof. (Amendment
No. 7.)
The aggregate number of shares of the Common Stock of Issuer
beneficially owned by Goodyear at July 25, 1986 was 1,628,195 shares,
which constituted 74.3% of the 2,190,619 shares of Common Stock of the
Issuer outstanding at that date. As a result of the purchases by
Goodyear of 5,500 shares of the Common Stock of Issuer from Paul E
Welder (who resigned as President of the Issuer on June 18, 1986 and was
retained for a period by the Issuer as a consultant), acting for his own
account in respect of 5,300 shares and as custodian under the North
Carolina Uniform Gifts to Minors Act in respect of 200 shares
beneficially owned by his minor children, at $17.125 per share (which
purchase was completed on July 30, 1986). At July 30, 1986, Goodyear
beneficially owned 1,633,695 shares of the Common Stock of the Issuer,
which is approximately 74.6% of all of the issued and outstanding shares
of the Common Stock of the Issuer. (Amendment No. 8.)
The aggregate number of shares of the Common Stock of the Issuer
beneficially owned by Goodyear at November 12, 1989 was 1,633,695
shares, which constituted approximately 74.6% of the 2,190,619 shares of
Common Stock of the Issuer outstanding at that date. After giving
effect to the issuance of the Option, and determining beneficial
ownership using the applicable provisions of Rule 13d-3 (d)(l)(i), at
November 13, 1989, Goodyear beneficially owned 2,283,695 shares, or
approximately 80.4% of the 2,840,619 deemed outstanding shares, of the
Common Stock of the Issuer. Said number of shares included 1,633,695
shares, or approximately 74.6% of the 2,190,619 outstanding
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shares, of the Common Stock of Issuer owned beneficially and of record
by Goodyear and the 650,000 shares of the Common Stock of the Issuer
which were the subject of the Option granted by the Issuer to Goodyear
on and pursuant to the terms of the Option Agreement. (Amendment
No. 9.)
The aggregate number of shares of the Common Stock of Issuer
beneficially owned by Goodyear at November 11, 1994 was 1,633,695
shares, which constituted approximately 74.6% of the 2,190,619 shares of
Common Stock of the Issuer outstanding at that date.
Item 6. Contracts, Arrangements, Understandings or Relation
ships with Respect to Securities of the Issuer.
Item 6 is amended to provide as follows:
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Goodyear and any other person with respect
to the Common Stock or any other securities of the Issuer, except:
(1) As set forth in the instruments set forth in Exhibits B,
C, D, E, F, G, H, I and J to Schedule 13D as heretofore from
time to time amended; and
(2) As described at Items 4 and 5 of Schedule 13D as heretofore from
time to time amended; and
(3) That certain Option Agreement, dated November 13, 1989,
between Goodyear and the Issuer whereunder Goodyear acquired, at
a purchase price of $162,500, a non-transferable option
exercisable from time to time through November 10, 1994 to
acquire up to 650,000 shares of the Common Stock of the Issuer.
The Option Agreement expired on November 10, 1994 and was not
exercised. The per share Option exercise price at each exercise
thereof shall be equal to the greater of (a) the average of the
high and low sales prices of shares of the Common Stock as
reported on the American Stock Exchange Composite Transactions
tape during the five trading days immediately preceding the date
on which the Option is then being exercised or (b) the book
value per share of the Common Stock as at the end of the fiscal
quarter ended immediately prior to the date of exercise of the
Options; provided, that in no event shall the Option price
exceed $75.00 per share or be less than $25.00 per share. The
foregoing description is qualified and amplified by reference to
the Option Agreement, a copy of which is attached hereto as
Exhibit K and by specific reference incorporated herein and made
a part hereof.
Item 7. Material to be filed as Exhibits.
Item 7 is amended to provide in its entirety as follows:
Exhibit A-1B - List of Directors (not also Officers) of
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Goodyear at November 11, 1994.
Exhibit A-2B - List of Executive Officers of Goodyear at
November 11, 1994.
Exhibit A-3A - Background Information regarding Directors and
Officers of Goodyear at November 11, 1994.
Exhibit B - Agreement of Sale between Goodyear and the
Estate of Bradley E Ragan, Jr, that includes a
right of first refusal for Goodyear to buy any
other shares of the securities of Issuer owned
by the Estate. (Filed with Schedule 13D)
Exhibit C - Agreement of Sale between Goodyear and Mrs
Florence Ragan that includes a right of first
refusal for Goodyear to buy any other shares of
the securities of Issuer owned by her.
(Filed with Schedule 13D)
Exhibit D - Option Agreement between Goodyear and Bradley
E Ragan, Jr, that grants Bradley E Ragan, Jr,
the option to purchase any and all shares of
the securities of the Issuer at any time,
without limitation, and grants him and Goodyear
the rights of first refusal for him and
Goodyear to purchase any such shares owned by
and being sold by the other. (Filed with
Schedule 13D)
Exhibit E - Letter Agreement between Goodyear and Bradley
Ragan, Jr, dated February 4, 1986, relating to
the sale of Issuer's Common Stock to Goodyear.
(Filed with Amendment No. 5 to the Schedule 13D)
Exhibit F - Letter Agreement between Goodyear and Bradley
Ragan, Jr, dated February 4, 1986, relating to
the termination of certain options and rights
in respect of Issuer's Common Stock.
(Filed with Amendment No. 5 to the Schedule 13D)
Exhibit G - Letter Agreement between Goodyear and GAMCO
Investors Inc and Gabelli & Company, Inc, dated
February 5, 1986, relating to the sale of
Issuer's Common Stock to Goodyear. (Filed with
Amendment No. 5 to the Schedule 13D)
Exhibit H - Letter Agreement between Goodyear and Florence
B Ragan dated as of March 6, 1986, relating to
the sale of Issuer's Common Stock to Goodyear.
(Filed with Amendment No. 6 to the Schedule
13D)
Exhibit I - Letter Agreement between Goodyear and
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Constitutional Capital Management Co dated as
of April 28, 1986, relating to the sale of
Issuer's Common Stock to Goodyear. (Filed with
Amendment No. 7 to the Schedule 13D)
Exhibit J - Letter Agreement between Goodyear and Donald W
Burton Investment Partnership Limited dated as
of April 23, 1986, relating to the sale of
Issuer's Common Stock to Goodyear. (Filed with
Amendment No. 7 to the Schedule 13D)
Exhibit K - Option Agreement between Goodyear and the Issuer dated
November 13, 1989. (Filed with Amendment No. 9
to the Schedule 13D)
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.
THE GOODYEAR TIRE & RUBBER COMPANY
Dated: November 15, 1994 By: /s/ JAMES BOYAZIS
----------------------------------
James Boyazis,
Vice President and Secretary
THE GOODYEAR TIRE & RUBBER COMPANY
(Signing on behalf of the Reporting
Person as a duly authorized officer
thereof)
Attest: /s/ PATRICIA A. KEMPH
------------------------------
Patricia A. Kemph,
Assistant Secretary
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EXHIBIT A-1B
List of Directors of The Goodyear Tire & Rubber Company Not Also
Officers of Goodyear at November 11, 1994
John G Breen 2727 Cranlyn Road
Chairman of the Board and Shaker Heights, OH 44122
Chief Executive Officer
The Sherwin-Williams Company
Thomas H Cruikshank 3508 Marquette Street
Chairman of the Board and Dallas, Texas 75225
Chief Executive Officer
Halliburton Company
Gertrude G Michelson 70 E 10th Street
Senior Advisor Apt 6U
R H Macy & Co, Inc. New York, NY 10001
Steven A Minter 2878 Woodbury Road
Executive Director and Shaker Heights, OH 44120
President
The Cleveland Foundation
Russell E Palmer 409 Hillbrook Road
Chairman and Chief Executive Bryn Mawr, PA 19010
Officer
The Palmer Group
Charles W Parry 704 Tamarind Court
Retired Chairman of the Board Naples, Florida 33963
and Chief Executive Officer
Aluminum Company of America
Agnar Pytte 2163 Harcourt Drive
President Cleveland Heights, OH 44106
Case Western Reserve University
George H Schofield 1324 S Shore Place
Chairman of the Board and Apt 1005
Chief Executive Officer Erie, PA 16505
Zurn Industries, Inc
William C Turner 5710 North Yucca Road
Chairman Scottsdale, AZ 85253
Argyle Atlantic Corporation
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<PAGE> 15
EXHIBIT A-2B
List of Executive Officers of The Goodyear Tire & Rubber Company
at November 11, 1994.
Stanley C Gault* 407 W Wayne Avenue
Chairman of the Board and Wooster, Ohio 44691
Chief Executive Officer
Hoyt M Wells* 2390 Stockbridge Road
Vice Chairman of the Board Akron, Ohio 44313-4577
and Chief Operating Officer
William J Sharp 1356 Foxchase Drive
Executive Vice President Akron, Ohio 44333
and President and General
Manager-European Region
Samir F Gibara 309 Lake Pointe Drive
Executive Vice President Akron, Ohio 44333
North American Tires
Robert W Tieken 3845 Yellow Creek West
Executive Vice President Akron, Ohio 44333
and Chief Financial Officer
Frederick J Kovac 130 Hickory Road
Vice President Akron, Ohio 44333
Technology-Business Planning
Robert M Hehir 6407 Canterbury Drive
Vice President Hudson, Ohio 44236
Environmental and Health Affairs
James W Barnett 45 Twin Oaks
Vice President Akron, Ohio 44313
OE Tire Sales Worldwide
Nissim Calderon 1766 Brookwood Drive
Vice President Akron, Ohio 44313-5067
Corporate Research
John M Ross 701 Hunter's Trail
Vice President and Akron, Ohio 44313
General Counsel
James Boyazis 185 Samoa Drive
Vice President and Secretary Akron, Ohio 44319-4431
*Also a director of The Goodyear Tire & Rubber Company
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<PAGE> 16
Jesse T Williams, Sr 4539 Mark Trail
Vice President Copley, Ohio 44321
Compensation and Employment
Practices
John P Perduyn 3219 Clearview, NW
Vice President Canton, Ohio 44718
Public Affairs
Richard P Adante 4284 Bramble Drive
Vice President Copley, Ohio 44321
Materials Management
H Clay Orme 2284 Herrick Circle
Vice President Hudson, Ohio 44236
Product Supply
Joseph M Gingo 1522 Hyde Park Avenue
Vice President Akron, Ohio 44310
Tire Technology Worldwide
Gary A Miller 1225 Springhill Avenue, NE
Vice President Massillon, Ohio 44646
Purchasing
Mike L Burns 135 Merle Boulevard
Vice President Munroe Falls, Ohio 44262
Human Resources and Total Quality
Culture
James C Whiteley 3440 Bancroft Road
Vice President Fairlawn, Ohio 44333
Product Quality and Safety
George E Strickler 4797 Pin Oak Road
Vice President and Akron, Ohio 44333
Comptroller
Richard W Hauman 261 Lake Pointe Drive
Vice President and Treasurer Akron, Ohio 44333
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<PAGE> 17
EXHIBIT A-3A
Background Information Regarding Directors
and Officers of The Goodyear Tire & Rubber Company
None of the Directors of Goodyear listed in Exhibit A-1B hereto and none of the
Executive Officers of Goodyear listed in Exhibit A-2B hereto owns either
directly or beneficially any securities of the Issuer.
During the last five years none of the above referred to Directors or Executive
Officers of Goodyear has been convicted in a criminal proceeding or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction that resulted in a judgement, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to federal
or state security laws or finding any violation with respect to such laws.
Each such person is a citizen of the United States of America, except
Mr Samir F Gibara who is a citizen of France.
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