<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Hughes Supply, Inc.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
Common Stock, par value $1.00 per share
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
444482103
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
James D. Davis, 2001 Park Place, Suite 320,
Birmingham, Alabama 35203 (205) 324-7681
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
March 27, 1996
- --------------------------------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with this statement [X].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1: and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
* Not applicable
<PAGE> 2
CUSIP No. 444482103 SCHEDULE 13D Page 2 of 45 Pages
--------------------- ------ ------
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
J. D. Brown, Jr.
---------------------------------------------------------------------
(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) [ ]
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States of America
---------------------------------------------------------------------
(7) Sole Voting Power
-0-
--------------------------------------------------------
Number of (8) Shared Voting Power
Shares 669,956
Beneficially See Item 2 and Item 5 for a description of the
Owned by manner in which these shares are held.
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
669,956
See Item 2 and Item 5 for a description of the
manner in which these shares are held.
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
669,956
See Item 2 and Item 5 for a description of the manner in which these
shares are held.
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
8.9%
See Item 2 and Item 5 for a description of the manner in which these
shares are held.
---------------------------------------------------------------------
(14) Type of Reporting Person
IN
---------------------------------------------------------------------
Page 2 of 45
<PAGE> 3
CUSIP No. 444482103 SCHEDULE 13D Page 3 of 45 Pages
--------------------- ------ ------
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James D. Davis
---------------------------------------------------------------------
(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) [ ]
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States of America
---------------------------------------------------------------------
(7) Sole Voting Power
-0-
--------------------------------------------------------
Number of (8) Shared Voting Power
Shares 669,956
Beneficially See Item 2 and Item 5 for a discription of the
Owned by manner in which these shares are held.
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
669,956
See Item 2 and Item 5 for a discription of the
manner in which these shares are held.
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
669,956
See Item 2 and Item 5 for a discription of the manner in which these
shares are held.
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
8.9%
See Item 2 and Item 5 for a discription of the manner in which these
shares are held.
---------------------------------------------------------------------
(14) Type of Reporting Person
IN
---------------------------------------------------------------------
Page 3 of 45
<PAGE> 4
CUSIP No. 444482103 SCHEDULE 13D Page 4 of 45 Pages
--------------------- ------ ------
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Houston Products & Machine, Inc.
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(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) [ ]
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
Texas
---------------------------------------------------------------------
(7) Sole Voting Power
-0-
--------------------------------------------------------
Number of (8) Shared Voting Power
Shares 669,956
Beneficially See Item 2 and Item 5 for a discription of the
Owned by manner in which these shares are held.
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
669,956
See Item 2 and Item 5 for a discription of the
manner in which these shares are held.
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
669,956
See Item 2 and Item 5 for a discription of the manner in which these
shares are held.
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
8.9%
See Item 2 and Item 5 for a discription of the manner in which these
shares are held.
---------------------------------------------------------------------
(14) Type of Reporting Person
CO
---------------------------------------------------------------------
Page 4 of 45
<PAGE> 5
CUSIP No. 444482103 SCHEDULE 13D Page 5 of 45 Pages
--------------------- ------ ------
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jemison Investment Co., Inc.
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(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) [ ]
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
---------------------------------------------------------------------
(7) Sole Voting Power
-0-
--------------------------------------------------------
Number of (8) Shared Voting Power
Shares 669,956
Beneficially See Item 2 and Item 5 for a discription of the
Owned by manner in which these shares are held.
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
669,956
See Item 2 and Item 5 for a discription of the
manner in which these shares are held.
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
669,956
See Item 2 and Item 5 for a discription of the manner in which these
shares are held.
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
8.9%
See Item 2 and Item 5 for a discription of the manner in which these
shares are held.
---------------------------------------------------------------------
(14) Type of Reporting Person
CO
---------------------------------------------------------------------
Page 5 of 45
<PAGE> 6
CUSIP No. 444482103 SCHEDULE 13D Page 6 of 45 Pages
--------------------- ------ ------
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Multalloy, Inc. (New Jersey)
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(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) [ ]
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
New Jersey
---------------------------------------------------------------------
(7) Sole Voting Power
-0-
--------------------------------------------------------
Number of (8) Shared Voting Power
Shares 669,956
Beneficially See Item 2 and Item 5 for a discription of the
Owned by manner in which these shares are held.
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
669,956
See Item 2 and Item 5 for a discription of the
manner in which these shares are held.
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
669,956
See Item 2 and Item 5 for a discription of the manner in which these
shares are held.
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
8.9%
See Item 2 and Item 5 for a discription of the manner in which these
shares are held.
---------------------------------------------------------------------
(14) Type of Reporting Person
CO
---------------------------------------------------------------------
Page 6 of 45
<PAGE> 7
CUSIP No. 444482103 SCHEDULE 13D Page 7 of 45 Pages
--------------------- ------ ------
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Multalloy, Inc. (Texas)
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(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) [ ]
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
Texas
---------------------------------------------------------------------
(7) Sole Voting Power
-0-
--------------------------------------------------------
Number of (8) Shared Voting Power
Shares 669,956
Beneficially See Item 2 and Item 5 for a discription of the
Owned by manner in which these shares are held.
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
669,956
See Item 2 and Item 5 for a discription of the
manner in which these shares are held.
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
669,956
See Item 2 and Item 5 for a discription of the manner in which these
shares are held.
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
8.9%
See Item 2 and Item 5 for a discription of the manner in which these
shares are held.
---------------------------------------------------------------------
(14) Type of Reporting Person
CO
---------------------------------------------------------------------
Page 7 of 45
<PAGE> 8
CUSIP No. 444482103 SCHEDULE 13D Page 8 of 45 Pages
--------------------- ------ ------
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PVF Holdings, Inc.
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(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) [ ]
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
---------------------------------------------------------------------
(7) Sole Voting Power
-0-
--------------------------------------------------------
Number of (8) Shared Voting Power
Shares 669,956
Beneficially See Item 2 and Item 5 for a discription of the
Owned by manner in which these shares are held.
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
669,956
See Item 2 and Item 5 for a discription of the
manner in which these shares are held.
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
669,956
See Item 2 and Item 5 for a discription of the manner in which these
shares are held.
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
8.9%
See Item 2 and Item 5 for a discription of the manner in which these
shares are held.
---------------------------------------------------------------------
(14) Type of Reporting Person
CO, HC
---------------------------------------------------------------------
Page 8 of 45
<PAGE> 9
CUSIP No. 444482103 SCHEDULE 13D Page 9 of 45 Pages
--------------------- ------ ------
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Southwest Stainless, Inc.
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(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) [ ]
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
Texas
---------------------------------------------------------------------
(7) Sole Voting Power
-0-
--------------------------------------------------------
Number of (8) Shared Voting Power
Shares 669,956
Beneficially See Item 2 and Item 5 for a discription of the
Owned by manner in which these shares are held.
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
669,956
See Item 2 and Item 5 for a discription of the
manner in which these shares are held.
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
669,956
See Item 2 and Item 5 for a discription of the manner in which these
shares are held.
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
8.9%
See Item 2 and Item 5 for a discription of the manner in which these
shares are held.
---------------------------------------------------------------------
(14) Type of Reporting Person
CO
---------------------------------------------------------------------
Page 9 of 45
<PAGE> 10
CUSIP No. 444482103 SCHEDULE 13D Page 10 of 45 Pages
--------------------- ------ ------
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Michael L. Stanwood
---------------------------------------------------------------------
(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) [ ]
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States of America
---------------------------------------------------------------------
(7) Sole Voting Power
-0-
--------------------------------------------------------
Number of (8) Shared Voting Power
Shares 669,956
Beneficially See Item 2 and Item 5 for a discription of the
Owned by manner in which these shares are held.
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
669,956
See Item 2 and Item 5 for a discription of the
manner in which these shares are held.
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
669,956
See Item 2 and Item 5 for a discription of the manner in which these
shares are held.
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
8.9%
See Item 2 and Item 5 for a discription of the manner in which these
shares are held.
---------------------------------------------------------------------
(14) Type of Reporting Person
IN
---------------------------------------------------------------------
Page 10 of 45
<PAGE> 11
[BITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $1.00
per share, of Hughes Supply, Inc., a Florida corporation (the
"Issuer"). The address of the principal executive offices of
the Issuer is 20 North Orange Avenue, Orlando, Florida 32801.
ITEM 2. IDENTITY AND BACKGROUND.
On March 27, 1996, the Issuer entered into an Asset Purchase
Agreement (the "Asset Agreement") with Jemison Investment Co.,
Inc., a Delaware corporation ("Jemison"), PVF Holdings, Inc.,
a Texas corporation ("PVF"), Southwest Stainless, Inc., a
Texas corporation ("Southwest"), Multalloy, Inc., a New Jersey
corporation ("Multalloy (NJ)"), Multalloy, Inc., a Texas
corporation ("Multalloy (TX)"), and Houston Products &
Machine, Inc., a Texas corporation ("Houston") (Southwest,
Multalloy (NJ), Multalloy (TX) and Houston are hereinafter
sometimes collectively referred to as the "Sellers" and
sometimes individually as a "Seller"). All of the outstanding
capital stock of each of the Sellers is owned by PVF. Jemison
currently owns 80.5% of the common stock of PVF (and all of
the preferred stock of PVF), and the remaining 19.5% of the
common stock of PVF is owned by three members of PVF
management, J. D. Brown, Jr., James D. Davis and Michael L.
Stanwood (collectively, the "Management Investors"). Pursuant
to the Asset Agreement, the Issuer will purchase substantially
all of the assets, properties and business of the Sellers
(the "Transaction").
The aggregate consideration to be paid by the Issuer in the
Transaction is approximately $106 million, consisting of cash
(or a combination of cash and a promissory note) in the amount
of $74.4 million, the assumption of up to $13 million of the
Sellers' bank debt, and the issuance of 669,956 shares of
Issuer common stock, of which 334,978 shall be immediately
placed into an escrow as security pending a post-closing
adjustment to the purchase price based on the closing date net
assets of the Sellers. The Issuer will also assume certain
other liabilities of the Issuer. As soon as practicable
following the closing, the purchase price may be increased or
decreased (on a dollar for dollar basis) based on the
difference between the book value of net assets acquired,
adjusted for certain inventory and accounts receivable items,
and an agreed upon book value amount. Any adjustment to the
purchase price shall be paid 80% in cash and 20% in Issuer
common stock. As a result, the number of Issuer shares
received by Sellers in the Transaction may increase or
decrease; provided, however, that in no event will the number
of Issuer shares acquired by Sellers amount to more than 9.9%
of the total outstanding shares of Issuer common
Page 11 of 45
<PAGE> 12
stock. At this time, the exact allocation of shares among the
Sellers has not been determined; it is expected that such
allocation will be determined immediately prior to or soon
after the closing of the Transaction.
Jemison and the Management Investors currently have an
informal understanding, which is subject to change, that
immediately prior to the closing of the Transaction, Jemison
may purchase from the Management Investors all of the capital
stock of PVF held by the Management Investors. In exchange
for such purchase, the Management Investors would have the
right to receive, at some unspecified future date, cash and
approximately 19.5% of the number of shares of Issuer common
stock received by Sellers in the Transaction.
It is further contemplated that subsequent to the closing of
the Transaction, Jemison may cause the Sellers and PVF to be
liquidated into Jemison, resulting in all of the Issuer common
stock received by Sellers in the Transaction being owned by
Jemison (other than shares thereafter issued to the Management
Investors).
In light of the foregoing, the entities discussed above may be
deemed to be a group for purposes of reporting beneficial
ownership under Section 13(d) of the Securities Exchange Act
of 1934. In addition, in light of the foregoing, the
Management Investors may also be deemed to be members of the
group. The Management Investors, however, disclaim membership
in a group and beneficial ownership of the Issuer shares that
are the subject of this statement, and the filing of this
statement shall not be construed as an admission that the
Management Investors are members of a group or are beneficial
owners of any of the securities covered by this statement.
This statement is filed on behalf of all of the entities and
individuals listed as Reporting Persons in the cover pages.
A. J. D. Brown, Jr. has a 3.5% ownership interest in PVF
and is a director of Jemison, PVF, Houston,
Mulltalloy (NJ) and Southwest.
(a) The name of the person filing this statement
is J. D. Brown, Jr.
(b) The business address of J. D. Brown, Jr. is
2830 Fifth Avenue North, Birmingham, Alabama
35203.
(c) J. D. Brown, Jr. is the President and Chief
Executive Officer of Jemison Industries,
Inc., a company engaged in the manufacture of
steel containers and distribution of other
steel products at 2830 Fifth Avenue North,
Birmingham, Alabama 35203, and is an
executive officer and a director of certain
of Jemison's subsidiaries.
Page 12 of 45
<PAGE> 13
(d) J. D. Brown, Jr. has not been, during the
last five years, convicted in a criminal
proceeding (excluding traffic violations or
similar misdemeanors).
(e) J. D. Brown, Jr. has not been, during the
last five years, party to a civil proceeding
of a judicial or administrative body of
competent jurisdiction as a result of which
he was subject to a judgment, decree or
final order enjoining future violations of,
or prohibiting or mandating activities
subject to, federal or state securities laws
or in which any violation of such laws was
found.
(f) J. D. Brown, Jr. is a citizen of the United
States of America.
B. James D. Davis has a 6% ownership interest in PVF and
is an executive officer and director of
Jemison, PVF, Southwest, Multalloy/(NJ),
Multalloy (TX) and Houston.
(a) The name of the person filing this statement
is James D. Davis.
(b) The business address of James D. Davis is
2001 Park Place, Suite 320, Birmingham,
Alabama 35203.
(c) James D. Davis is the President and a
director of Jemison, a company engaged in
certain investment activities and in the
ownership and operation of certain
subsidiaries that are involved in lumber,
steel and other businesses, and is a director
and executive officer of certain of Jemison's
subsidiaries, at 2001 Park Place, Suite 320,
Birmingham, Alabama 35203.
(d) James D. Davis has not been, during the last
five years, convicted in a criminal
proceeding (excluding traffic violations or
similar misdemeanors).
(e) James D. Davis has not been, during the last
five years, party to a civil proceeding of a
judicial or administrative body of
competent jurisdiction as a result of which
he was subject to a judgment, decree or final
order enjoining future violations of, or
prohibiting or mandating activities subject
to, federal or state securities laws or in
which any violation of such laws was found.
(f) James D. Davis is a citizen of the United
States of America.
C. Houston Products & Machine, Inc. is a corporation
formed under the laws of the State of Texas. The
principal business of Houston is to manufacture and
machine stainless steel and nickel alloy fitting
products, and the address of its principal office is
8550 Freeland, Houston, Texas 77075. Houston has not
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) during
Page 13 of 45
<PAGE> 14
the last five years, and has not been, during the
last five years, party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with respect
to such laws. The executive officers and directors
of Houston are as follows:
1. H. Corbin Day is the Chairman and a director
of Houston.
(a) Information is hereby provided with
respect to H. Corbin Day.
(b) The business address of H. Corbin
Day is 2001 Park Place, Suite 320,
Birmingham, Alabama 35203.
(c) H. Corbin Day is the Chairman and a
director of Jemison, a company
engaged in certain investment
activities and in the ownership and
operation of certain subsidiaries
that are involved in lumber, steel
and other businesses, and is an
executive officer and director of
certain of Jemison's subsidiaries,
at 2001 Park Place, Suite 320,
Birmingham, Alabama 35203.
(d) H. Corbin Day has not been, during
the last five years, convicted in a
criminal proceeding (excluding
traffic violations or similar
misdemeanors).
(e) H. Corbin Day has not been, during
the last five years, party to a
civil proceeding of a judicial or
administrative body of competent
jurisdiction as a result of which
he was subject to a judgment, decree
or final order enjoining future
violations of, or prohibiting or
mandating activities subject to,
federal or state securities laws or
in which any violation of such laws
was found.
(f) H. Corbin Day is a citizen of the
United States of America.
Page 14 of 45
<PAGE> 15
2. Michael L. Stanwood is the President and a
director of Houston.
(a) Information is hereby provided with
respect to Michael L. Stanwood.
(b) The business address of Michael L.
Stanwood is 8505 Monroe Boulevard,
Houston, Texas 77061.
(c) Michael L. Stanwood is the President
and Chief Executive Officer of
Southwest at 8505 Monroe Boulevard,
Houston, Texas 77061, is a
director of Jemison and is a
director and executive officer of
certain of Jemison's subsidiaries.
(d) Michael L. Stanwood has not been,
during the last five years,
convicted in a criminal proceeding
(excluding traffic violations or
similar misdemeanors).
(e) Michael L. Stanwood has not been,
during the last five years, party to
a civil proceeding of a judicial or
adminsitrative body of competent
jurisdiction as a result of which
he was subject to a judgment, decree
or final order enjoining future
violations of, or prohibiting or
mandating activities subject to,
federal or state securities
laws or in which any violation of
such laws was found.
(f) Michael L. Stanwood is a citizen of
the United States of America.
3. James D. Davis is the Vice President and a
director of Houston. The information with
respect to James D. Davis is provided in Item
2, paragraph B above.
4. J. D. Brown, Jr. is a director of Houston.
The information with respect to J. D. Brown,
Jr. is provided in Item 2, paragraph A above.
5. J. David Brown, III is the Vice President of
Houston.
(a) Information is hereby provided with
respect to J. David Brown, III.
(b) The business address of J. David
Brown, III is 2001 Park Place, Suite
320, Birmingham, Alabama 35203.
Page 15 of 45
<PAGE> 16
(c) J. David Brown, III is an executive
officer of Jemison, a company
engaged in certain investment
activities and in the ownership and
operation of certain subsidiaries
that are involved in lumber, steel
and other businesses, and is an
executive officer and director of
certain of Jemison's subsidiaries,
at 2001 Park Place, Suite 320,
Birmingham, Alabama 35203.
(d) J. David Brown, III has not been,
during the last five years,
convicted in a criminal proceeding
(excluding traffic violations or
similar misdemeanors).
(e) J. David Brown, III has not been,
during the last five years, party to
a civil proceeding of a judicial or
administrative body of competent
jurisdiction as a result of which
he was subject to a judgment,
decree or final order enjoining
future violations of, or prohibiting
or mandating activities subject to,
federal or state securities laws or
in which any violation of such laws
was found.
(f) J. David Brown, III is a citizen of
the United States of America.
Houston is controlled directly by PVF and indirectly
by Jemison. The information with respect to PVF is
provided in Item 2, paragraph G below, and the
information with respect to Jemison is provided in
Item 2, paragraph D below.
D. Jemison Investment Co., Inc. is a corporation formed
under the laws of the State of Delaware. The
principal business of Jemison is engaging in certain
investment activities and in the ownership and
operation of certain subsidiaries that are involved
in lumber, steel and other businesses, and the
address of its principal office is 2001 Park Place,
Suite 320, Birmingham, Alabama 35203. Jemison has
not been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors) during the last five years, and has not
been, during the last five years, party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activities subject to,
federal or state securities laws or finding any
violation with respect to such laws. The following
are the executive officers and directors of Jemison:
Page 16 of 45
<PAGE> 17
1. H. Corbin Day is the Chairman and a director
of Jemison. The information with respect to
H. Corbin Day is provided in Item 2,
paragraph C.1 above.
2. James D. Davis is the President and a
director of Jemison. The information with
respect to James D. Davis is provided in Item
2, paragraph B above.
3. J. David Brown, III is a Vice President of
Jemison. The information with respect to J.
David Brown, III is provided in Item 2,
paragraph C.5 above.
4. John S. Jemison, III is a director of
Jemison.
(a) Information is provided with respect
to John S. Jemison, III.
(b) The principal business address of
John S. Jemison, III is 1220 20th
Street South, Birmingham, Alabama
35203.
(c) John S. Jemison, III is the
President of the Graphic Zone, a
company engaged in design and
processing services in the computer
generated graphic arts
business, at 1220 20th Street South,
Birmingham, Alabama 35203.
(d) John S. Jemison, III has not been,
during the last five years,
convicted in a criminal proceeding
(excluding traffic violations or
similar misdemeanors).
(e) John S. Jemison, III has not been,
during the last five years, party to
a civil proceeding of a judicial or
administrative body of competent
jurisdiction as a result of which
he was subject to a judgment,
decree or final order enjoining
future violations of, or
prohibiting or mandating activities
subject to, federal or state
securities laws or in which any
violation of such laws was found.
(f) John S. Jemison, III is a citizen of
the United States of America.
5. Donald R. Fisher is a director of Jemison.
(a) Information is provided with respect
to Donald R. Fisher.
(b) The principal business address of
Donald R. Fisher is 724 North 3rd
Avenue, Birmingham, Alabama 35203.
Page 17 of 45
<PAGE> 18
(c) Donald R. Fisher is the Chairman,
Chief Executive Officer and
Treasurer of Stringfellow Lumber
Company, Inc., a company engaged in
the wholesale lumber distribution
business, at the business address
listed for Donald R. Fisher above.
(d) Donald R. Fisher has not been,
during the last five years,
convicted in a criminal proceeding
(excluding traffic violations or
similar misdemeanors).
(e) Donald R. Fisher has not been,
during the last five years, party to
a civil proceeding of a
judicial or administrative body of
competent jurisdiction as a result
of which he was subject to a
judgment, decree or final order
enjoining future violations of, or
prohibiting or mandating activities
subject to, federal or state
securities laws or in which any
violation of such laws was found.
(f) Donald R. Fisher is a citizen of the
United States of America.
6. J. D. Brown, Jr. is a director of Jemison.
The information with respect to J. D. Brown,
Jr. is provided in Item 2, paragraph A above.
7. Lee J. Styslinger, Jr. is a director of
Jemison.
(a) Information is provided with respect
to Lee J. Styslinger, Jr.
(b) The business address of Lee J.
Styslinger, Jr. is 210 Inverness
Center Drive, Hoover, Alabama
35242.
(c) Lee J. Styslinger, Jr. is the
Chairman of Altec Industries, Inc.,
a company engaged in the business of
manufacturing utility maintenance
vehicles, at 210 Inverness Center
Drive, Hoover, Alabama 35242.
(d) Lee J. Styslinger, Jr. has not been,
during the last five years,
convicted in a criminal proceeding
(excluding traffic violations or
similar misdemeanors).
(e) Lee J. Styslinger, Jr. has not been,
during the last five years, party to
a civil proceeding of a
judicial or administrative body of
competent jurisdiction as a result
of which he was subject to a
judgment, decree or final order
enjoining future violations of, or
prohibiting or
Page 18 of 45
<PAGE> 19
mandating activities subject to,
federal or state securities laws
or in which any violation of such
laws was found.
(f) Lee J. Styslinger, Jr. is a citizen
of the United States of America.
8. Edward M. Selfe is a director of Jemison.
(a) Information is provided with respect
to Edward M. Selfe.
(b) The business address of Edward M.
Selfe is 2001 Park Place, Suite
1400, Birmingham, Alabama 35203.
(c) Edward M. Selfe is Of Counsel at the
law firm Bradley, Arant, Rose &
White at 2001 Park Place, Suite
1400, Birmingham, Alabama 35202.
(d) Edward M. Selfe has not been, during
the last five years, convicted in a
criminal proceeding (excluding
traffic violations or similar
misdemeanors).
(e) Edward M. Selfe has not been, during
the last five years, party to a
civil proceeding of a judicial or
administrative body of competent
jurisdiction as a result of which he
was subject to a judgment, decree or
final order enjoining future
violations of, or prohibiting or
mandating activities subject to,
federal or state securities laws or
in which any violation of such laws
was found.
(f) Edward M. Selfe is a citizen of the
United States of America.
9. Margaret L. Jemison is a director of Jemison.
(a) Information is provided with respect
to Margaret L. Jemison.
(b) The home address of Margaret L.
Jemison is 398 Blackberry Lane,
Wilsonville, Alabama 35186.
(c) Margaret L. Jemison is an actress.
Page 19 of 45
<PAGE> 20
(d) Margaret L. Jemison has not been,
during the last five years,
convicted in a criminal proceeding
(excluding traffic violations or
similar misdemeanors).
(e) Margaret L. Jemison has not been,
during the last five years, party to
a civil proceeding of a judicial or
administrative body of competent
jurisdiction as a result of which
she was subject to a judgment,
decree or final order enjoining
future violations of, or prohibiting
or mandating activities subject to,
federal or state securities laws or
in which any violation of such laws
was found.
(f) Margaret L. Jemison is a citizen of
the United States of America.
10. Dorothy J. Day is a director of Jemison.
(a) Information is provided with respect
to Dorothy J. Day.
(b) The home address of Dorothy J. Day
is 2986 Cherokee Road, Birmingham,
Alabama 35223.
(c) Dorothy J. Day is a civic volunteer.
(d) Dorothy J. Day has not been, during
the last five years, convicted in a
criminal proceeding (excluding
traffic violations or similar
misdemeanors).
(e) Dorothy J. Day has not been, during
the last five years, party to a
civil proceeding of a judicial or
administrative body of competent
jurisdiction as a result of which
she was subject to a judgment,
decree or final order enjoining
future violations of, or prohibiting
or mandating activities subject to,
federal or state securities laws or
in which any violation of such laws
was found.
(f) Dorothy J. Day is a citizen of the
United States of America.
11. Michael L. Stanwood is a director of Jemison.
The information with respect to Michael L.
Stanwood is provided at Item 2, paragraph C.2
above.
Jemison believes that the persons identified above in
this Item 2, paragraph D constitute all the persons
who may be deemed to control
Page 20 of 45
<PAGE> 21
Jemison, whether in the capacity of executive
officer, director, security holder or otherwise.
E. Multalloy, Inc. (NJ) is a corporation organized under
the laws of the State of New Jersey. The principal
business of Multalloy (NJ) is the distribution of
stainless steel and nickel alloy based pipe, valve
and fitting products, and the address of its
principal office is 43 New Brunswick Lane, Hope Lawn,
New Jersey 08816. Multalloy (NJ) has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) during the last
five years, and has not been, during the last five
years, party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or
finding any violation with respect to such laws. The
following are the executive officers and directors of
Multalloy (NJ):
1. H. Corbin Day is the Chairman and a director
of Multalloy (NJ). The information with
respect to H. Corbin Day is provided in Item
2, paragraph C.1 above.
2. Michael L. Stanwood is the President and a
director of Multalloy (NJ). The information
with respect to Michael L. Stanwood is
provided in Item 2, paragraph C.2 above.
3. James D. Davis is a Vice-President and a
director of Multalloy (NJ). The information
with respect to James D. Davis is provided in
Item 2, paragraph B above.
4. J. David Brown, III is a Vice President of
Multalloy (NJ). The information with respect
to J. David Brown III is provided in Item 2,
paragraph C.5 above.
5. J. D. Brown, Jr. is a director of Multalloy
(NJ). The information with respect to J. D.
Brown, Jr. is provided in Item 2, paragraph A
above.
Multalloy (NJ) is controlled directly by PVF and
indirectly by Jemison. The information with respect
to PVF is provided in Item 2, paragraph G below, and
the information with respect to Jemison is provided
in Item 2, paragraph D above.
Page 21 of 45
<PAGE> 22
F. Multalloy, Inc. (TX) is a corporation organized under
the laws of the State of Texas. The principal
business of Multalloy (TX) is the distribution of
stainless steel and nickel alloy based pipe, valve
and fitting products, and the address of its
principal office is 8505 Monroe Boulevard, Houston,
Texas 77061. Multalloy (TX) has not been convicted
in a criminal proceeding (excluding traffic
violations or similar misdemeanors) during the last
five years, and has not been, during the last five
years, party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating
activities subject to, federal or state securities
laws or finding any violation with respect to such
laws. The following are the executive officers and
directors of Multalloy (TX):
1. Michael L. Stanwood is the President and
Chief Executive Officer and a director of
Multalloy (TX). The information with respect
to Michael L. Stanwood is provided in Item 2,
paragraph C.2 above.
2. J. David Brown, III is a Vice President and a
director of Multalloy (TX). The information
with respect to J. David Brown III is
provided in Item 2, paragraph C.5 above.
3. James D. Davis is a Vice President and a
director of Multalloy (TX). The information
with respect to James D. Davis is provided in
Item 2, paragraph B above.
4. H. Corbin Day is a director of Multalloy
(TX). The information with respect to H.
Corbin Day is provided in Item 2, paragraph
C.1 above.
Multalloy (TX) is controlled directly by PVF and
indirectly by Jemison. The information with respect
to PVF is provided in Item 2, paragraph G above, and
the information with respect to Jemison is provided
in Item 2, paragraph D above.
G. PVF Holdings, Inc. is a corporation organized under
the laws of the State of Delaware. The principal
business of PVF is as the holding company of
Southwest, Multalloy (NJ), Multalloy (TX) and Houston
and the address of the principal office is 8505
Monroe Boulevard, Houston, Texas 77061. PVF has not
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) during
the last five years, and has not been, during the
Page 22 of 45
<PAGE> 23
last five years, party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with respect
to such laws. The following are the executive
officers and directors of PVF:
1. H. Corbin Day is the Chairman and a director
of PVF. The information with respect to H.
Corbin Day is provided in Item 2, paragraph
C.1 above.
2. Michael L. Stanwood is the President and a
director of PVF. The information with
respect to Michael L. Stanwood is provided in
Item 2, paragraph C.2 above.
3. James D. Davis is a Vice President and a
director of PVF. The information with
respect to James D. Davis is provided in Item
2, paragraph B above.
4. J. David Brown, III is a Vice President of
PVF. The information with respect to J.
David Brown III is provided in Item 2,
paragraph C.5 above.
5. J. D. Brown, Jr. is a director of PVF. The
information with respect to J.D. Brown, Jr.
is provided in Item 2, paragraph A above.
PVF is controlled by Jemison. The information with
respect to Jemison is provided in Item 2, paragraph D
above.
H. Southwest Stainless, Inc. is a corporation organized
under the laws of Texas. The principal business of
Southwest is the distribution of stainless steel and
nickel alloy based pipe, valve and fitting products,
and the address of its principal office is 8505
Monroe Boulevard, Houston, Texas 77061. Southwest
has not been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors) during the last five years, and has
not been, during the last five years, party to a
civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activities subject to,
federal or state securities laws or finding any
violation with respect to such laws. The following
are the executive officers and directors of Southwest:
Page 23 of 45
<PAGE> 24
1. H. Corbin Day is the Chairman and a director
of Southwest. The information with respect
to H. Corbin Day is provided in Item 2,
paragraph C.1 above.
2. Michael L. Stanwood is the President, Chief
Executive Officer and a director of
Southwest. The information with respect to
Michael L. Stanwood is provided in Item 2,
paragraph C.2 above.
3. Donald Lee Brown is a Vice President of
Southwest.
(a) Information is hereby provided with
respect to Donald Lee Brown.
(b) The business address of Donald Lee
Brown is 8505 Monroe Boulevard,
Houston, Texas 77061.
(c) Donald Lee Brown is the Vice
President of Southwest at 8505
Monroe Boulevard, Houston, Texas
77061.
(d) Donald Lee Brown has not been,
during the last five years,
convicted in a criminal proceeding
(excluding traffic violations or
similar misdemeanors).
(e) Donald Lee Brown has not been,
during the last five years, party to
a civil proceeding of a judicial or
administrative body of competent
jurisdiction as a result of which he
was subject to a judgment, decree or
final order enjoining future
violations of, or prohibiting or
mandating activities subject to,
federal or state securities laws or
in which any violation of such laws
was found.
(f) Donald Lee Brown is a citizen of the
United States of America.
4. James D. Davis is a Vice President and a
director of Southwest. The information with
respect to James D. Davis is provided at Item
2, paragraph B above.
5. J. David Brown, III is a Vice President of
Southwest. The information with respect to
J. David Brown III is provided at Item 2,
paragraph C.5 above.
6. J. D. Brown, Jr. is a director of Southwest.
The information with respect to J. D. Brown,
Jr. is provided at Item 2, paragraph A above.
Page 24 of 45
<PAGE> 25
Southwest is controlled directly by PVF and
indirectly by Jemison. The information with respect
to PVF is provided in Item 2, paragraph G above, and
the information with respect to Jemison is provided
in Item 2, paragraph D above.
I. Michael L. Stanwood has a 10% ownership interest in
PVF and is the President, Chief Executive Officer and
director of Southwest, is a director of Jemison, and
is a director and executive officer of certain of
Jemison's subsidiaries.
(a) The name of the person filing this statement
is Michael L. Stanwood. The information with
respect to Michael L. Stanwood is provided in
Item 2, paragraph C.2 above.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The securities of the Issuer subject to this statement to be
acquired in connection with the Transaction described in Item
2 above will be acquired in exchange for substantially
all of the assets, properties and business of the Sellers, as
well as the assumption of certain of the Sellers' liabilities.
The securities of the Issuer possibly to be acquired by the
Management Investors, as described in Item 2 above, would be
acquired in exchange for the shares of capital stock of PVF
currently owned by the Management Investors. No funds were
exchanged to acquire the securities subject to this statement.
ITEM 4. PURPOSE OF TRANSACTION.
Michael L. Stanwood is currently expected to assume a
management position with the Issuer or a subsidiary or
division of the Issuer. Except in Mr. Stanwood's capacity as
such or as described in the description of the Transaction
provided in Item 2 above, none of the persons identified in
Item 2 above have any present plans or proposals to (a)
acquire additional securities of the Issuer or to dispose of
securities of the Issuer; (b) effect an extraordinary
corporate transaction; (c) sell or transfer a material amount
of the assets of the Issuer; (d) change the present board of
directors or management of the Issuer; (e) change the present
capitalization or dividend policy of the Issuer; (f) make any
material change in the Issuer's business or corporate
structure; (g) change the Issuer's charter, by-laws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person;
(h) cause a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association; (i) cause a
class of equity securities of the Issuer to become eligible
for
Page 25 of 45
<PAGE> 26
termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended (the "Act");
or (j) take any action similar to any of those enumerated
above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) At the time of this statement, the allocation among
the Reporting Persons of the Issuer securities to be
received in the Transaction described in Item 2 above
has not been determined, and thus it is not
practicable to allocate the beneficial ownership of
the Issuer securities for each Reporting Person. In
the aggregate, the number of Issuer securities that
the Sellers have a right to receive constitutes
669,956 shares, or approximately 8.9% of the
outstanding Issuer securities. The percentage of
ownership is the number of shares subject to this
statement divided by the sum of the number of Issuer
securities outstanding as of March 27, 1996, plus the
number of shares which Sellers have the right to
acquire under the Asset Agreement. This number of
shares and percentage of ownership is subject to
adjustment as provided in Item 2. It is contemplated
that Jemison, following the proposed liquidation of
PVF and Sellers described in item 2 above, will
beneficially own all of the Issuer securities subject
to this statement, provided that the Management
Investors may have the right to receive approximately
19.5% of the Issuer securities subject to this
statement, although it is not currently expected that
this will occur within 60 days of this statement.
(b) In light of the transactions contemplated in Item 2
and Item 5(a) above, each corporate Reporting Person
may be deemed to have shared voting and dispositive
power over all shares to be received in the
Transaction. The Management Investors, if they are
members of a group, may also be deemed to have shared
voting and dispositive power over all such shares.
However, as stated in Item 2 above, each of the
Management Investors disclaims membership in a group.
Such Management Investors further disclaim current
beneficial ownership of the shares to be received in
the Transaction. At this time, no Reporting Person
has sole voting or dispositive power over the
securities.
(c) None.
(d) None.
(e) Not applicable.
Page 26 of 45
<PAGE> 27
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Management Investors currently have an informal
understanding with Jemison, which is subject to change, that
they may have a right to acquire cash and approximately 19.5%
of the Issuer securities subject to this statement in exchange
for the shares owned by them in PVF. The parties have
also been granted certain registration rights under the Asset
Agreement. Other than as disclosed in this Item 6, and other
than under the Asset Agreement, no Reporting Person is a party
to any contract, arrangement, understanding or relationship
with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Attached hereto as Exhibit 1 are written agreements of certain
persons relating to the filing of this statement. The Asset
Agreement, previously filed as Exhibit 2 to the Registration
Statement on Form S-3 of the Issuer (Registration No.
333-02215) filed on April 3, 1996, is incorporated herein by
reference.
Page 27 of 45
<PAGE> 28
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.
DATE: April 5, 1996 /s/ J.D. Brown, Jr.
------------------------------------------
J. D. Brown, Jr.
Page 28 of 45
<PAGE> 29
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.
DATE: April 5, 1996 /s/ James D. Davis
-------------------------------
James D. Davis
Pagee 29 of 45
<PAGE> 30
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned corporation certifies that the information set forth in this
statement is true, complete and correct.
HOUSTON PRODUCTS & MACHINE, INC., a
Texas Corporation
DATE: April 5, 1996 /s/ James D. Davis
------------------------------
By James D. Davis
Its Vice President
Page 30 of 45
<PAGE> 31
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned corporation certifies that the information set forth in this
statement is true, complete and correct.
JEMISON INVESTMENT CO., INC.,
a Delaware corporation
DATE: April 5, 1996 /s/ James D. Davis
-------------------------------
By James D. Davis
Its President
Page 31 of 45
<PAGE> 32
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned corporation certifies that the information set forth in this
statement is true, complete and correct.
MULTALLOY, INC.,
a New Jersey corporation
DATE: April 5, 1996 /s/ James D. Davis
-------------------------------
By James D. Davis
Its Vice President
Page 32 of 45
<PAGE> 33
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned corporation certifies that the information set forth in this
statement is true, complete and correct.
MULTALLOY, INC.,
a Texas corporation
DATE: April 5, 1996 /s/ James D. Davis
------------------------------
By James D. Davis
Its Vice President
Page 33 of 45
<PAGE> 34
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned corporation certifies that the information set forth in this
statement is true, complete and correct.
PVF HOLDINGS, INC.,
a Delaware corporation
DATE: April 5, 1996 /s/ James D. Davis
---------------------------------
By James D. Davis
Its Vice President
Page 34 of 45
<PAGE> 35
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned corporation certifies that the information set forth in this
statement is true, complete and correct.
SOUTHWEST STAINLESS, INC.,
a Texas corporation
DATE: April 5, 1996 /s/ James D. Davis
----------------------------------
By James D. Davis
Its Vice President
Page 35 of 45
<PAGE> 36
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.
DATE: April 5, 1996 /s/ Michael L. Stanwood
----------------------------------
Michael L. Stanwood
Page 36 of 45
<PAGE> 37
EXHIBIT 1
AGREEMENT
The undersigned hereby states and agrees that the attached Schedule
13D to be filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended, is being filed on behalf of the
undersigned.
Date: April 5, 1996 /s/ J.D. Brown, Jr.
--------------------------------
J. D. Brown, Jr.
Page 37 of 45
<PAGE> 38
EXHIBIT 1
AGREEMENT
The undersigned hereby states and agrees that the attached Schedule
13D to be filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended, is being filed on behalf of the
undersigned.
Date: April 5, 1996 /s/ James D. Davis
--------------------------------------
James D. Davis
Page 38 of 45
<PAGE> 39
EXHIBIT 1
AGREEMENT
The undersigned corporation hereby states and agrees that the attached
Schedule 13D to be filed with the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, as amended, is being filed on behalf of
the undersigned corporation.
Date: April 5, 1996
HOUSTON PRODUCTS & MACHINE, INC.,
a Texas corporation
/s/ James D. Davis
------------------------------------------
By James D. Davis
Its Vice President
Page 39 of 45
<PAGE> 40
EXHIBIT 1
AGREEMENT
The undersigned corporation hereby states and agrees that the attached
Schedule 13D to be filed with the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, as amended, is being filed on behalf of
the undersigned corporation.
Date: April 5, 1996
JEMISON INVESTMENT CO., INC.,
a Delaware corporation
/s/ James D. Davis
------------------------------------------
By James D. Davis
Its President
Page 40 of 45
<PAGE> 41
EXHIBIT 1
AGREEMENT
The undersigned corporation hereby states and agrees that the attached
Schedule 13D to be filed with the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, as amended, is being filed on behalf of
the undersigned corporation.
Date: April 5, 1996
MULTALLOY, INC.,
a New Jersey corporation
/s/ James D. Davis
------------------------------------------
By James D. Davis
Its Vice President
Page 41 of 45
<PAGE> 42
EXHIBIT 1
AGREEMENT
The undersigned corporation hereby states and agrees that the attached
Schedule 13D to be filed with the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, as amended, is being filed on behalf of
the undersigned corporation.
Date: April 5, 1996
MULTALLOY, INC.,
a Texas corporation
/s/ James D. Davis
------------------------------------------
By James D. Davis
Its Vice President
Page 42 of 45
<PAGE> 43
EXHIBIT 1
AGREEMENT
The undersigned corporation hereby states and agrees that the attached
Schedule 13D to be filed with the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, as amended, is being filed on behalf of
the undersigned corporation.
Date: April 5, 1996
PVF HOLDINGS, INC.,
a Delaware corporation
/s/ James D. Davis
------------------------------------------
By James D. Davis
Its Vice President
Page 43 of 45
<PAGE> 44
EXHIBIT 1
AGREEMENT
The undersigned corporation hereby states and agrees that the attached
Schedule 13D to be filed with the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, as amended, is being filed on behalf of
the undersigned corporation.
Date: April 5, 1996
SOUTHWEST STAINLESS, INC.,
a Texas corporation
/s/ James D. Davis
------------------------------------------
By James D. Davis
Its Vice President
Page 44 of 45
<PAGE> 45
EXHIBIT 1
AGREEMENT
The undersigned hereby states and agrees that the attached Schedule
13D to be filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934, as amended, is being filed on behalf of the
undersigned.
Date: April 5, 1996
/s/ Michael L. Stanwood
------------------------------------------
Michael L. Stanwood
Page 45 of 45
