<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-------------
(Amendment No. 12)
Ground Round Restaurants, Inc.
- --------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.16-2/3 460200-10-8
per share
- ----------------------------------- -----------------------------------
(Title of class of securities) (CUSIP number)
George H. Hempstead, III, c/o Hanson Industries
99 Wood Avenue South, Iselin, New Jersey 08830 (908) 603-6600
- --------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive
notices and communications)
June 5, 1995
- --------------------------------------------------------------------------
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
Check the following box if a fee is being paid with the statement [_].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following page(s))
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CUSIP No. 460200-10-8 13D
1 NAME OF REPORTING PERSON: HANSON PLC
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF ENGLAND
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 460200-10-8 13D
1 NAME OF REPORTING PERSON: HANSON HOLDINGS (1) LTD.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF ENGLAND
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 460200-10-8 13D
1 NAME OF REPORTING PERSON: HANSON OVERSEAS HOLDINGS LTD.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF ENGLAND
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 460200-10-8 13D
1 NAME OF REPORTING PERSON: HANSON HOLDINGS NETHERLANDS B.V.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF KINGDOM OF THE NETHERLANDS
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 460200-10-8 13D
1 NAME OF REPORTING PERSON: HM ANGLO-AMERICAN, LTD.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
14 TYPE OF REPORTING PERSON: CO
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<PAGE>
CUSIP No. 460200-10-8 13D
1 NAME OF REPORTING PERSON: HANSON AMERICA INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 460200-10-8 13D
1 NAME OF REPORTING PERSON: HM HOLDINGS, INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
This Statement amends the Statement on Schedule 13D filed
with the Securities and Exchange Commission by HM Holdings, Inc. ("HM
Holdings"), Hanson America Inc. ("Hanson America"), HM Anglo-American
Ltd. ("Anglo"), Hanson Holdings Netherlands B.V. ("Netherlands"),
Hanson Overseas Holdings Limited ("Overseas"), Hanson Holdings (1)
Limited ("HH-1") and Hanson PLC ("Hanson") (collectively referred to
herein as the "Beneficial Owners"), with respect to their beneficial
ownership of the Common Stock, par value $.16-2/3 per share ("Common
Stock") of Ground Round Restaurants, Inc., a New York corporation (the
"Company"), as previously amended by Amendments Nos. 1 through 11
thereto. Unless otherwise defined herein, all capitalized terms used
herein shall have the meanings ascribed to them in previous filings of
the Schedule 13D.
Item 4. Purpose of Transaction.
----------------------
On June 5, 1995, HM Holdings transferred the Common Stock to
Jacuzzi Inc. ("Jacuzzi"), an indirect subsidiary of U.S. Industries,
Inc. ("USI"), pursuant to an election made by HM Holdings under the
Proceeds Participation Agreement (the "Proceeds Participation
Agreement"), dated May 30, 1995, between HM Holdings and USI American
Holdings, Inc. ("USIAH"), a subsidiary of USI and the parent
corporation of Jacuzzi. Jacuzzi assumed the rights and obligations of
USIAH under the Proceeds Participation Agreement pursuant to an
assignment and assumption agreement (the "Assignment Agreement"),
dated May 31, 1995. In connection with the transfer of the Common
Stock, HM Holdings assigned and JUSI Holdings, Inc., a direct
subsidiary of Jacuzzi, assumed (with the consent of the Company) all
of HM Holdings' rights and obligations under the HMH Agreement
pursuant to an assignment and assumption agreement dated June 5, 1995
(the "Stockholder Assignment Agreement").
The transfer of the Common Stock in connection with the
Proceeds Participation Agreement and the assignment of HM Holdings'
rights and obligations under the HMH Agreement were consummated in
connection with the demerger (i.e., spin-off) of Hanson's non-core
U.S. businesses to USI and its subsidiaries, as announced by Hanson
and reported on Schedule 13D by the Beneficial Owners in February
1995.
Each of the Proceeds Participation Agreement, the Assignment
Agreement and the Stockholder Assignment Agreement has been filed as
an Exhibit to this Amendment No. 12 and is incorporated herein by
reference.
NYFS02...:\13\51513\0220\1733\SCH6015L.470
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Item 5. Interest in Securities of the Issuer.
------------------------------------
(a)-(b) As of June 5, 1995, the Beneficial Owners no
longer beneficially owned any shares of the Common Stock.
(c) The information contained in Item 4 of this Amendment
No. 12 is incorporated herein by reference.
(d) Not applicable.
(e) As a result of the transfer of the Common Stock by HM
Holdings on June 5, 1995, the Beneficial Owners ceased to be the
owners of more than 5% of the outstanding Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
----------------------------------------
The information contained in Item 4 of this Amendment No. 12
is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
--------------------------------
The following are filed herewith as Exhibits to this
Statement on Schedule 13D:
5. Proceeds Participation Agreement, dated May 30, 1995,
between HM Holdings, Inc. and USI American Holdings, Inc.
6. Assignment and Assumption Agreement, dated May 31,
1995, between USI American Holdings, Inc. and Jacuzzi Inc.
7. Assignment and Assumption Agreement, dated June 5,
1995, between HM Holdings, Inc. and JUSI Holdings, Inc.
8. Consent Agreement, dated June 1, 1995, between HM
Holdings, Inc., Ground Round Restaurants, Inc. and U.S. Industries,
Inc.
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SIGNATURES
----------
After due 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.
Dated: June 5, 1995
HANSON PLC
HANSON HOLDINGS (1) LIMITED
HANSON OVERSEAS HOLDINGS LIMITED
HANSON HOLDINGS NETHERLANDS B.V.
By: /s/ George H. Hempstead, III
---------------------------------------------
George H. Hempstead, III
Attorney-in-Fact
HM ANGLO-AMERICAN LTD.
HANSON AMERICA INC.
HM HOLDINGS, INC.
By: /s/ George H. Hempstead, III
---------------------------------------------
George H. Hempstead, III
Vice President
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<PAGE>
EXHIBIT INDEX
-------------
Item No. Page No.
-------- --------
5. Proceeds Participation
Agreement, dated May 30,
1995, between HM Holdings,
Inc. and USI American Holdings,
Inc.
6. Assignment and Assumption
Agreement, dated May 31,
1995, between USI American
Holdings, Inc. and Jacuzzi
Inc.
7. Assignment and Assumption
Agreement, dated June 5,
1995, between HM Holdings,
Inc. and JUSI Holdings, Inc.
8. Consent Agreement, dated
June 1, 1995, between HM
Holdings, Inc., Ground Round
Restaurants, Inc. and U.S.
Industries, Inc.
<PAGE>
Exhibit 5
PROCEEDS PARTICIPATION AGREEMENT RELATING TO
THE STOCK OF GROUND ROUND RESTAURANTS, INC.
THIS AGREEMENT is made the 30th day of May, 1995
BETWEEN:
(1) HM HOLDINGS INC., a Delaware corporation ("HMH"); and
(2) USI AMERICAN HOLDINGS, INC., a Delaware corporation ("USI").
WHEREAS:
(A) HMH is the registered and beneficial owner of 3,680,000 shares
(the "Shares") of the common stock, par value $.16-2/3 per share,
of Ground Round Restaurants, Inc. ("GRR").
(B) HMH wishes to sell and USI wishes to purchase the right to
receive the proceeds from the sale of the Shares on the terms and
subject to the conditions of this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED as follows:
1. Grant of Proceeds Participation Right.
-------------------------------------
Subject to the terms and conditions of this Agreement, HMH
hereby sells and grants to USI, and USI hereby purchases and accepts
from HMH, effective upon the Closing (as defined below), the exclusive
and irrevocable right (the "Right") to receive all Sale Proceeds (as
defined below) from the sale by HMH of any or all of the Shares during
the period from the Closing Date (as defined below), to June 5, 1996
(the "Term").
2. Consideration.
-------------
(a) The total consideration for the sale and grant of the
Right (the "Consideration") shall be Eleven Million Forty Thousand
Dollars ($11,040,000), payable in cash at the Closing, subject to
post-Closing adjustment as provided herein.
(b) The Consideration for the Right shall be adjusted
by the amount by which (x) the product of 3,680,000 multiplied by the
average of the high and low sale prices for a share of the Company's
common stock on NASDAQ on the Closing Date (as defined below) is
greater or less than (y) the Consideration set forth in Section 2(a).
Payment of this amount shall be made within 60 days after the Closing
(in the event the amount set forth in clause (x) is greater than the
amount set forth in
NYFS02...:\13\51513\0220\1323\GRRPROP.26A
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clause (y), such payment to be made by USI, and in the event the
amount set forth in clause (y) is greater than the amount set forth in
clause (x), such payment to be made by HMH), in U.S. dollars, together
with interest accruing on such amount from and including the Closing
Date to but excluding the date of payment at the prime rate charged by
Chemical Bank to its corporate customers during such period.
3. Closing.
-------
Subject to the satisfaction of each of the conditions set
forth in Section 4, the closing of the sale and purchase of the Right
hereunder (the "Closing") shall take place at the offices of Weil,
Gotshal & Manges, 767 Fifth Avenue, New York, New York, 10153 (or at
such other place as the parties may agree in writing) at 10:00 a.m.,
New York City time, on June 5, 1995 (the "Closing Date"). At the
Closing, USI shall transfer to HMH (to such account as shall be
designated by HMH) the Consideration in immediately available funds,
and the Right shall become effective.
4. Conditions of Closing.
---------------------
USI's obligation to pay the Consideration and the
effectiveness of the Right are subject to the fulfillment, prior to or
at the Closing, of each of the following:
a. Hanson PLC shall have paid a stock dividend to its
shareholders consisting of all of the outstanding shares of
capital stock of Purchaser's parent, U.S. Industries, Inc.; and
b. There shall not be in effect any injunction or
restraining order issued by a court of competent jurisdiction
barring the consummation of the sale and purchase of the Right
pursuant to this Agreement.
5. Obligation to Deliver Sale Proceeds.
-----------------------------------
If at any time during the Term HMH sells any of the Shares,
HMH shall deliver the Sale Proceeds applicable to such Shares to USI
promptly following HMH's receipt thereof upon completion of such sale
(and in any event within five business days after such receipt).
As used in this Agreement, the "Sale Proceeds" from the sale
of any Shares means the total consideration actually received by HMH
for such Shares, net of any applicable underwriting or brokerage
commissions, transfer taxes, stamp duties and similar charges, and
other reasonable costs of sale
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(including reasonable attorney's fees and expenses) incurred by HMH in
connection with the sale of such Shares.
6. Right of Refund.
---------------
If, prior to expiration of the Term, HMH has not delivered
Sale Proceeds which, in the aggregate, are equal to or exceed the
Consideration, then immediately upon the expiration of the Term HMH
will refund to USI an amount of cash equal to the difference between
the Consideration and the aggregate Sale Proceeds delivered by HMH to
USI hereunder (the "Refund Amount"), plus interest accruing on the
Refund Amount during the entire Term at the prime rate charged by
Chemical Bank to its corporate customers during such period.
USI's right to receive the Refund Amount may be terminated
at any time upon HMH delivering to USI (or its permitted successors
and assigns) all unsold Shares free and clear of any liens, claims and
encumbrances together with an assignment of HMH's rights under that
certain Stockholder Agreement dated as of August 1, 1991 between HMH
and GRR, which assignment shall have been executed and agreed to by
GRR.
7. Ownership of Shares During the Term.
-----------------------------------
It is understood and acknowledged that all times during the
Term, HMH shall continue to be the record and beneficial owner of the
Shares with full right, title and interest in and to the Shares,
including the right to receive any dividends, distributions or
payments made with respect to the Shares, and the right to vote the
Shares.
8. Arbitration.
-----------
Resolution of any and all disputes arising from or in
connection with this Agreement, whether based on contract, tort,
statute or otherwise, including, but not limited to, disputes over
arbitrability and disputes in connection with claims by third parties
(collectively, "Disputes") shall be exclusively governed by and
settled in accordance with the provisions of this Section 8; provided,
--------
however, that nothing contained herein shall preclude either party
-------
from seeking or obtaining (a) injunctive relief or (b) equitable or
other judicial relief to enforce the provisions hereof or pending
resolution of Disputes hereunder, to preserve the status quo. HMH or
USI (each a "Party") may commence proceedings hereunder by delivering
a written notice to the other Party providing reasonable description
of the Dispute to the other, and expressly requesting arbitration
hereunder. The parties hereby agree to submit all Disputes to
arbitration under the terms hereof, which arbitration shall be final,
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conclusive and binding upon the parties, their successors and assigns.
The arbitration shall be conducted in New York City by three
arbitrators acting by majority vote (the "Panel") selected by
agreement of the Parties not later than ten (10) days after delivery
of the Demand or, failing such agreement, appointed pursuant to the
commercial arbitration rules of the American Arbitration Association,
as amended from time to time (the "AAA Rules"). If an arbitrator so
selected becomes unable to serve, his or her successors shall be
similarly selected or appointed. The arbitration shall be conducted
pursuant to the Federal Arbitration Act and such procedures as the
Parties may agree, or, in the absence of or failing such agreement,
pursuant to the AAA Rules. Notwithstanding the foregoing: (i) each
Party shall have the right to audit the books and records of the other
Party that are reasonably related to the Dispute; (ii) each Party
shall provide to the other, reasonably in advance of any hearing,
copies of all documents which a Party intends to present in such
hearing; and (iii) each party shall be allowed to conduct reasonable
discovery through written requests for information, document requests,
requests for stipulation of fact and depositions, the nature and
extent of which discovery shall be determined by the Panel, taking
into account the needs of the Parties and the desirability of making
discovery expeditious and cost effective. All hearings shall be
conducted on an expedited schedule, and all proceedings shall be
confidential. Either party may at its expense make a stenographic
record thereof. The Panel shall complete all hearings not later than
ninety (90) days after its selection or appointment, and shall make a
final award not later than thirty (30) days thereafter. The award
shall be in writing and shall specify the factual and legal basis for
the award. The Panel shall apportion all costs and expenses of
arbitration, including the Panel's fees and expenses and fees and
expenses of experts, between the prevailing and non-prevailing Party
as the Panel deems fair and reasonable. Notwithstanding the
foregoing, in no event may the Panel award multiple, punitive or
exemplary damages. Any arbitration award shall be binding and
enforceable against the parties hereto and judgment may be entered
thereon in any court of competent jurisdiction.
9. Miscellaneous.
-------------
9.1 No Impeachment. Neither of the parties hereto shall
--------------
impeach this Agreement on the grounds that any of the Directors of HMH
stand in any fiduciary position to USI or that any of the Directors of
USI stand in any fiduciary position to HMH or that the Directors of
either party do not constitute an independent Board.
9.2 Assignments. Except as provided in this Section 9.2,
-----------
neither party may assign or transfer any of its rights and
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<PAGE>
obligations under this Agreement without the prior written consent of
the other party. Notwithstanding the foregoing, HMH acknowledges and
agrees that USI may assign its rights and obligations under this
Agreement to Jacuzzi, Inc. and Jacuzzi, Inc. may assign such rights
and obligations to JUSI Holdings, Inc. or subsidiaries thereof,
provided that such an assignment or assignments shall have no effect
on, and shall not be deemed to constitute a release of USI (or
Jacuzzi, Inc.) from, its obligations under this Agreement.
9.3 Governing Law; Counterparts. This Agreement shall be
---------------------------
governed by and construed in accordance with the internal laws of the
State of New York and may be executed in more than one counterpart and
by different parties of each counterpart and all such counterparts
when executed shall form one and the same agreement.
<PAGE>
<PAGE>
AS WITNESS this Agreement has been signed by or on behalf of
each of the parties hereto.
HM HOLDINGS INC.
By:/s/ George H. Hempstead
-------------------------------------
Name: George H. Hempstead
Title: Vice President
USI AMERICAN HOLDINGS, INC.
By:/s/ Graham Dransfield
-------------------------------------
Name: Graham Dransfield
Title: Vice President
<PAGE>
Exhibit 6
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS AGREEMENT is made the 31st day of May, 1995
BETWEEN:
(1) USI American Holdings, Inc., a Delaware corporation (the
"Assignor"); and
(2) Jacuzzi Inc., a Delaware corporation (the "Assignee").
WHEREAS:
(A) Assignor has entered into the agreements listed on Annex A hereto
(collectively, the "Agreements") and wishes to assign its rights and
obligations under the Agreements to Assignee.
(B) Assignee wishes to acquire the Assignor's rights and to assume
all of the Assignor's obligations and liabilities under the
Agreements.
NOW, THEREFORE, it is hereby agreed as follows:
1. Assignor hereby assigns, transfers, conveys and delivers all of
its rights and interest in and to each of the Agreements to the
Assignee. For the avoidance of doubt, Assignor does not hereby
assign its rights or obligations under any Indemnification
Agreement or Tax Sharing and Indemnification Agreement attached
to or referred to in any of the Agreements.
2. Assignee hereby accepts the assignment of the Assignor's rights
and interest in each of the Agreements and assumes all the
obligations and liabilities of Assignor under each of the
Agreements.
3. This Assignment and Assumption Agreement shall be binding on and
inure to the benefit of the Assignor and the Assignee and their
respective successors and assigns.
4. This Assignment and Assumption Agreement shall be governed by and
construed in accordance with the internal laws of the State of
New York.
5. Neither of the parties hereto shall impeach this Agreement on the
grounds that any of the Directors of Assignor stand in any
fiduciary position to Assignee or that any of the Directors of
Assignee stand in any fiduciary position to
NYFS02...:\13\51513\0220\1323\ASSIGNUS.57A
<PAGE>
<PAGE>
Assignor or that the Directors of either party do not constitute
an independent Board.
IN WITNESS WHEREOF, Assignor and Assignee have caused this
Agreement to be signed and delivered by their respective officers,
thereunto duly authorized, all as of the date first written above.
USI AMERICAN HOLDINGS, INC.
By: /s/ George H. MacLean
-------------------------------------
Name: George H. MacLean
Title: Vice President
JACUZZI INC.
By: /s/ George H. MacLean
-------------------------------------
Name: George H. MacLean
Title: Vice President
<PAGE>
<PAGE>
ANNEX A
Assigned Agreements
-------------------
1. Stock Purchase Agreement between HM Holdings, Inc. and USI
American Holdings, Inc., dated May 30, 1995.
2. Purchase Price Allocation Agreement between HM Holdings, Inc. and
USI American Holdings, Inc., dated May 30, 1995.
3. Stock Purchase Agreement between Kaiser Cement Corporation and
USI American Holdings, Inc., dated May 30, 1995.
4. Stock Purchase Agreement between Kidde Industries, Inc. and USI
American Holdings, Inc., dated May 30, 1995.
5. Purchase Price Allocation Agreement between Kidde Industries,
Inc. and USI American Holdings, Inc., dated May 30, 1995.
6. Stock Purchase Agreement between HMB Holdings, Inc. and USI
American Holdings, Inc., dated May 30, 1995.
7. Stock Purchase Agreement between Kidde Industries, Inc. and USI
American Holdings, Inc. for 1,009,443 shares of IAH owned by
Kidde, dated May 30, 1995.
8. Proceeds Participation Agreement between Hanson Natural Resources
Company and USI American Holdings, Inc. with respect to the
shares of Smith Corona Corporation, dated May 30, 1995.
9. Proceeds Participation Agreement between HM Holdings, Inc. and
USI American Holdings, Inc. with respect to the shares of Ground
Round Restaurants, Inc., dated May 30, 1995.
10. Stock Purchase Agreement between Kidde Industries, Inc. and USI
American Holdings, Inc. for 258,600 shares of Richton
International Corporation, dated May 30, 1995.
11. Asset Purchase Agreement between Quantum Chemical Corporation and
USI American Holdings, Inc., dated May 30, 1995.
12. Asset Purchase Agreement between Spartus Corporation and USI
American Holdings, Inc., dated May 30, 1995.
<PAGE>
<PAGE>
13. Stock Purchase Agreement between Endicott Johnson Corporation and
USI American Holdings, Inc., dated May 30, 1995.
14. Purchase Price Allocation Agreement between Endicott Johnson
Corporation and USI American Holdings, Inc., dated May 30, 1995.
15. Asset Purchase Agreement between Endicott Johnson Corporation and
USI American Holdings, Inc., dated May 30, 1995.
16. Asset Purchase Agreement between Hanson America Inc. and USI
American Holdings, Inc., dated May 30, 1995.
17. Real Estate Purchase Agreement between Gold Fields America Corp.
and USI American Holdings, Inc., dated May 30, 1995.
<PAGE>
Exhibit 7
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS AGREEMENT is made the 5th day of June, 1995
BETWEEN:
(1) HM Holdings, Inc., a Delaware corporation (the "Assignor"); and
(2) JUSI Holdings, Inc., a Delaware corporation and a wholly-owned
indirect subsidiary of U.S. Industries, Inc. (the "Assignee").
WHEREAS:
(A) Assignor is a party to that certain Stockholder Agreement dated
as of August 1, 1991 between HM Holdings, Inc. and Ground Round
Restaurants, Inc. (the "Agreement"), and wishes to assign its rights
and obligations under the Agreement to Assignee.
(B) Assignee wishes to acquire the Assignor's rights and to assume
all of the Assignor's obligations and liabilities under the Agreement.
NOW, THEREFORE, it is hereby agreed as follows:
1. Assignor hereby assigns, transfers, conveys and delivers all of
its rights and interest in and to the Agreement to the Assignee.
2. Assignee hereby accepts the assignment of the Assignor's rights
and interest in the Agreement and agrees to be bound by, and
assumes all the obligations and liabilities of Assignor under,
the Agreement.
3. This Assignment and Assumption Agreement shall be binding on and
inure to the benefit of the Assignor and the Assignee and their
respective successors and assigns.
4. This Assignment and Assumption Agreement shall be governed by and
construed in accordance with the internal laws of the State of
New York.
5. Neither of the parties hereto shall impeach this Agreement on the
grounds that any of the Directors of Assignor stand in any
fiduciary position to Assignee or that any of the Directors of
Assignee stand in any fiduciary position to
NYFS02...:\13\51513\0220\1664\ASI5205S.25A
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<PAGE>
Assignor or that the Directors of either party do not constitute
an independent Board.
IN WITNESS WHEREOF, Assignor and Assignee have caused this
Agreement to be signed and delivered by their respective officers,
thereunto duly authorized, all as of the date first written above.
HM HOLDINGS, INC.
By:/s/ George H. Hempstead
------------------------------------------
Name: George H. Hempstead
Title: Vice President
JUSI HOLDINGS, INC.
By:/s/ George H. MacLean
------------------------------------------
Name: George H. MacLean
Title: Vice President
<PAGE>
Exhibit 8
CONSENT AGREEMENT
Effective June 1, 1995, HM Holdings, Inc., a Delaware
corporation ("HMH"), Ground Round Restaurants, Inc., a New York
corporation ("GRR"), and U.S. Industries, Inc., a Delaware corporation
("USI"), hereby act and agree as follows:
1. Reference is made to the Stockholder Agreement dated as
of August 1, 1991 (the "Stockholder Agreement").
2. GRR hereby waives the application of Section 3.2(b) of
the Stockholder Agreement to the proposed transfer by HMH to USI of
all (but not less than all) of the Shares (as defined in the
Stockholder Agreement) and in connection therewith consents to the
assignment by HMH to USI of the Stockholder Agreement, provided that
such transfer and assignment are effected on or prior to June 5, 1995.
3. Effective upon such transfer and assignment, USI agrees
to be bound by the Stockholder Agreement and shall have the same
rights and obligations of HMH under the Stockholder Agreement. For
purposes thereof, (a) "USI" shall mean USI or, if USI so notifies GRR
in accordance with Section 3.2 of the Stockholder Agreement, a
subsidiary or affiliate of USI (USI and such subsidiaries and
affiliates shall constitute the "USI Group" for purposes of the
Stockholder Agreement), and (b) the "Credit Agreement" referred to in
Section 4 of the Stockholder Agreement shall mean the Amended and
Restated Credit Agreement with the banks named therein dated as of
October 8, 1993, as heretofore and hereafter amended, and any
successor or replacement credit facility.
4. This Agreement shall be binding upon the parties hereto
and shall inure to the benefit of their respective successors, assigns
and representatives.
NYFS02...:\13\51513\0220\1323\AGR6055V.080
<PAGE>
<PAGE>
WITNESS the execution hereof under seal effective as of the
day and year first above written.
HM HOLDINGS, INC.
By/s/ George H. Hempstead
---------------------------------
Its Vice President
GROUND ROUND RESTAURANTS, INC.
By/s/ Michael R. Jorgensen
---------------------------------
Its Vice President
U.S. INDUSTRIES, INC.
By/s/ George H. MacLean
---------------------------------
Its Vice President
