<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
AMDURA CORPORATION
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
023426-70-3
(CUSIP Number)
Fredrik Nilert, Investor International (U.S.), Inc.
15 West 54th Street, New York, NY 10019 (212) 957-3232
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 15, 1995
(Date of Event which Requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [ ].
<PAGE>
<PAGE> 2
---------------------
CUSIP NO. 023426-70-3
---------------------
------------------------------------------------------------
1. NAME OF REPORTING PERSON Patricia AB
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------
4. SOURCE OF FUNDS NA
------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 4,909,451
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
4,909,451
------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,909,451
------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
------------------------------------------------------------
14. TYPE OF REPORTING PERSON OO
------------------------------------------------------------
<PAGE>
<PAGE> 3
---------------------
CUSIP NO. 023426-70-3
---------------------
------------------------------------------------------------
1. NAME OF REPORTING PERSON Investor AB
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------
4. SOURCE OF FUNDS NA
------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 4,909,451
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
4,909,451
------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,909,451
------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
------------------------------------------------------------
14. TYPE OF REPORTING PERSON OO
------------------------------------------------------------
<PAGE>
<PAGE> 4
---------------------
CUSIP NO. 023426-70-3
---------------------
------------------------------------------------------------
1. NAME OF REPORTING PERSON Investors Trading AB
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------
4. SOURCE OF FUNDS NA
------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 4,909,451
EACH ----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ----------------------------------------
10. SHARED DISPOSITIVE POWER
4,909,451
------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,909,451
------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
------------------------------------------------------------
14. TYPE OF REPORTING PERSON OO
------------------------------------------------------------
<PAGE>
<PAGE> 5
The Statement on Schedule 13D filed on November 4, 1991 is
hereby amended as follows:
ITEM 1. SECURITY AND ISSUER
This Schedule relates to shares of Common Stock, par value $.01
per share (the "Common Stock"), of AMDURA Corporation, a Delaware
corporation (the "Company"). The principal executive offices of the
Company are located at 900 Main Street South, Southbury, CT 06488.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) The names and addresses of the persons filing this
Schedule are as follows:
Investors Trading AB ("ITAB") (formerly Investor International
AB and formerly AB Duba), a Swedish corporation, whose address
is S-103 32, Stockholm, Sweden and which is engaged in the
business of equity trading;
Patricia AB ("Patricia"), a Swedish corporation, whose address
is S-103 32, Stockholm, Sweden and which is engaged in the
business of long-term holding of equity securities; and
Investor AB ("Investor AB"), a publicly-held Swedish
corporation, whose address is S-103 32, Stockholm, Sweden and
which is engaged in the business of the long-term holding of
equity securities.
All of the issued and outstanding common stock of ITAB is owned
by Patricia. All of the issued and outstanding common stock of Patricia is
owned by Investor AB. For purposes of this statement, ITAB, Patricia and
Investor AB shall be referred to collectively as the "Filing Persons".
(d)-(e) None of the Filing Persons has, during the last five
years, been (i) convicted in a criminal proceeding or (ii) a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such Filing Person 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 finding any violation with respect to such laws.
(f) Each of the Filing Persons is organized under the laws of
Sweden. Certain information concerning the officers and directors of each
of the Filing Persons is set forth on Annex I hereto.
<PAGE>
<PAGE> 6
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
ITEM 4. PURPOSE OF THE TRANSACTION.
On April 2, 1990, the Company and certain of its affiliates
(collectively, the "Debtors") filed voluntary petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code. The Fifth Amended
Joint Plan of Reorganization (the "Plan") of the Debtors was confirmed by
the United States Bankruptcy Court for the District of Colorado on
September 19, 1991. All shares of Company Common Stock presently owned by
ITAB were acquired by its wholly-owned subsidiary, Investor International
(U.S.), Inc. ("IIUS") (formerly Patricia Investments, Inc.), pursuant to
the Plan or pursuant to transactions with the Company's creditors relating
to the Plan. On December 28, 1994, in contemplation of a potential future
restructuring of its business and affairs, IIUS transferred all of the
shares of the Company Common Stock to ITAB. Each of the above-mentioned
transactions was previously disclosed in this Schedule 13D when initially
filed on November 4, 1991 or as amended in Amendment Nos. 1 to 10.
On March 15, 1995, ADU Acquisition Inc., a Delaware corporation
("ADU"), entered into a stockholders agreement, dated as of March 15, 1995
(the "Stockholders Agreement"), with Internationale Nederlanden (U.S.)
Capital Corporation, ITAB, The Network Company II Limited and Orcas Limited
Partnership (collectively, except for ADU, the "Stockholders") as more
fully set forth in Item 6. The execution of the Stockholders Agreement was
a condition to ADU's entering into a merger agreement, dated as of March
15, 1995 (the "Merger Agreement"), by and among ADU, the Company, and FKI
plc, a company organized under the laws of England ("FKI").
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) ITAB owns 4,909,451 shares of Common Stock of the
Company, representing approximately 19.9% of the outstanding Common Stock
of the Company.
Under Section 13(d) of the Securities Exchange Act of 1934, as
amended (the "Act"), and the rules and regulations thereunder, as a result
of the stock ownership relationships described in Item 2 of this Schedule,
Patricia and Investor AB may be deemed to beneficially own the
<PAGE>
<PAGE> 7
4,909,451 shares of Common Stock of the Company owned by ITAB over which
they may be deemed to share the power to dispose of and vote such shares.
However, the filing of this Schedule 13D shall not be construed as an
admission that for the purposes of Section 13(d) of the Act, or otherwise,
the Filing Persons are a "person" as defined by Section 13(d)(3) of the
Act.
(b) ITAB, and by reason of the stock ownership relationships
described in Item 2 of this Schedule 13D, Patricia and Investor AB may be
deemed to have shared power to vote or to direct the vote, and to dispose
or direct the disposition of the 4,909,451 shares of Common Stock of the
Company beneficially owned by them.
(c) None of the Filing Persons or, to their knowledge, any of
the persons listed in Annex I, has effected any transaction in the Common
Stock of the Company during the sixty days prior to the date of this
Schedule 13D, Amendment No. 11.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER.
As set forth in Item 4, on March 15, 1995, ADU and the
Stockholders entered into the Stockholders Agreement. In the Stockholders
Agreement, each of the Stockholders agreed, subject to the provisions
described below, to tender and not withdraw all shares owned by the
Stockholders in the tender offer by ADU for all of the outstanding shares
of Company Common Stock pursuant to the Merger Agreement (the "Offer").
Each Stockholder has the right to withdraw its shares from the Offer if (a)
the board of directors of the Company (the "Board") shall have withdrawn or
modified in a manner adverse to ADU or FKI its approval or recommendation
of the Offer, the merger pursuant to the Merger Agreement (the "Merger"),
the Merger Agreement or any other transaction contemplated by the Merger
Agreement in order to approve any Third Party Transaction (as defined
below) which the Board determines in the exercise of its good faith
judgment and after consultation with independent legal counsel and the
Company's financial advisors to be more favorable to the Company's
stockholders than the Offer and the Merger taken together, (b) the Merger
Agreement is terminated, (c) the Merger Agreement is amended in any way
which adversely affects such Stockholder or (d) such Stockholder's shares
have not been accepted for payment and paid for by June 13, 1995. "Third
Party Transaction" is
<PAGE>
<PAGE> 8
defined in the Merger Agreement to mean any of the following: (i) the
acquisition of the Company by merger, consolidation or other business
combination transaction by any person other than FKI, ADU or any affiliate
thereof (a "Third Party"); (ii) the acquisition by any Third Party of 50%
or more of the outstanding stock or all or a substantial part (other than
in the ordinary course of business) of the assets of a material subsidiary
of the Company; (iii) the acquisition by a Third Party of 50% or more of
the outstanding shares, whether by tender offer, exchange offer or
otherwise; (iv) the adoption by the Company of a plan of liquidation or
other declaration or payment of an extraordinary dividend; or (v) the
repurchase by the Company or any of its subsidiaries of 50% or more of the
outstanding shares.
A copy of the Stockholders Agreement is attached as Exhibit 26
and is incorporated by reference herein in its entirety.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 24 Written agreement relating to the filing of a joint
acquisition statement.*
Exhibit 25.(a) Power of Attorney of ITAB.
Exhibit 25.(b) Power of Attorney of Patricia.**
Exhibit 25.(c) Power of Attorney of Investor AB.**
Exhibit 26 Stockholders Agreement dated as of March 15, 1995
by and among ADU, Internationale Nederlanden (U.S.)
Capital Corporation, ITAB, The Network Company II
Limited and Orcas Limited Partnership.
Annex I to the Schedule 13D is restated in its entirety as set forth in
Annex I hereto.
* Incorporated by reference to Exhibit 1 of this Schedule 13D.
** Incorporated by reference to the comparable Exhibit to the Statement
on Schedule 13D concerning the shares of common stock, par value $.40
per share, of Acceptance Insurance Companies, Inc. filed by IIUS,
Investor International AB (now ITAB), Patricia and Investor AB on
November 29, 1994.
<PAGE>
<PAGE> 9
SIGNATURE
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.
March 30, 1995 Investors Trading AB
Patricia AB
Investor AB
as to each
By: /s/ Fredrik Nilert
Fredrik Nilert
Attorney-in-Fact
<PAGE>
<PAGE> 1
ANNEX I
The following is a list of the executive officers and directors
of ITAB:
Present Principal Occupation
Name and Position and Business Address
Peder Bonde Chairman of ITAB
(Director and Chairman) One Farragut Square South
Suite 602
Washington, D.C. 20006
Claes Dahlback President of Investor AB
(Director) S-103 32 Stockholm
Sweden
Anders Rydin Chief Financial Officer of
(Director and President) Investor AB
S-103 32 Stockholm
Sweden
Marcus Wallenberg Executive Vice President of
(Director) Investor AB
S-103 32 Stockholm
Sweden
All of the above named individuals are citizens of Sweden.
<PAGE>
<PAGE> 2
The following is a list of the executive officers and directors
of Patricia:
Present Principal Occupation
Name and Position and Business Address
Claes Dahlback President of Investor AB
(Director and Chairman) S-103 32 Stockholm
Sweden
Anders Rydin Chief Financial Officer of
(Director and President) Investor AB
S-103 32 Stockholm
Sweden
Marcus Wallenberg Executive Vice President of
(Director) Investor AB
S-103 32 Stockholm
Sweden
All of the above named individuals are citizens of Sweden.
<PAGE>
<PAGE> 3
The following is a list of the executive officers and directors
of Investor AB:
Present Principal Occupation
Name and Position and Business Address
Percy Barnevik President and Chief Executive
(Director) Officer of ABB Asea Brown Boveri Ltd.
(electric power generation and transmission
equipment)
Affoltern Strasse 44
CH-8050
Zurich, Switzerland
Erik Belfrage Senior Vice President of
(Director) Skandinaviska Enskilda Banken
Box 16067
S-103 22 Stockholm
Sweden
Bo Berggren Chairman, Stora Kopparbergs
(Director) Bergslags AB (forest products and paper
company)
S-791 80 Falun
Sweden
Jan Carlzon Jan Carlzon Management AB
(Director) Box 7395
S-103 91 Stockholm
Sweden
Claes Dahlback President of Investor AB
(Director and President) S-103 32 Stockholm
Sweden
Hakan Mogren President and Chief Executive
(Director) Officer of AB Astra
(pharmaceutical company)
S-152 85 Sodertalje
Sweden
Mauritz Sahlin President and Chief Executive
(Director) Officer of Aktiebolaget SKF
(manufacturer of bearings)
S-415 50 Goteborg
Sweden
<PAGE>
<PAGE> 4
Anders Scharp Chairman of AB Electrolux
(Director) (appliance manufacturer)
Lilla Essingen
S-105 45 Stockholm
Sweden
Tom Wachtmeister Vice Chairman of Atlas Copco
(Director) AB (manufacturer of compressors and mining
equipment)
S-103 32 Stockholm
Sweden
Marcus Wallenberg Executive Vice President of
(Director) Investor AB
S-103 32 Stockholm
Sweden
Peter Wallenberg Chairman of Investor AB
(Director and Chairman) S-103 32 Stockholm
Sweden
All of the above named individuals are citizens of Sweden.
<PAGE>
<PAGE> 5
None of the foregoing officers and directors of any of the
Filing Persons has, during the last five years, been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which such individual 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.
<PAGE> 1
Exhibit 25.(a)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that INVESTORS TRADING AB constitutes and
appoints FREDRIK NILERT, its true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for it and in its name,
place and stead, in any and all capacities, to sign any and all Schedules
(including, without limitation, Schedules 13D), Statements and Reports
which the undersigned may be required to file with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, and
all amendments thereto, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent,
or his substitutes, may lawfully do or cause to be done by virtue hereof.
INVESTORS TRADING AB
Dated: March 27, 1995 By: /s/ Anders Rydin
Anders Rydin
Director and President
<PAGE> 1
Exhibit 26
STOCKHOLDERS AGREEMENT, dated as of March 15, 1995 (this
"Agreement"), between ADU ACQUISITION INC., a Delaware corporation
("Purchaser") and an indirect wholly-owned subsidiary of FKI plc, a company
organized under the laws of England ("Parent"), and the persons listed on
Schedule A hereto (each, individually, a "Stockholder" and, collectively,
the "Stockholders").
WHEREAS, Parent and Purchaser have entered into an Agreement
and Plan of Merger, dated as of the date hereof (the "Merger Agreement";
capitalized terms not defined in this Agreement have the meanings ascribed
to them in the Merger Agreement), with Amdura Corporation, a Delaware
corporation (the "Company"), which provides, among other things, upon the
terms and subject to the conditions thereof, for the acquisition by
Purchaser of all the outstanding shares of Common Stock, par value $.01 per
share, of the Company ("Company Common Stock") through (a) a tender offer
(the "Offer") for all shares of Company Common stock for the Per Share
Amount (as defined in the Merger Agreement) and (b) a second-step merger
pursuant to which Purchaser will merge with and into the Company (the
"Merger") and all outstanding shares of Company Common Stock (other than
shares of Company Common Stock held by Purchaser or Parent or any direct or
indirect wholly-owned subsidiary of Parent or the Company and shares of
Company Common Stock held in the treasury of the Company) will be converted
into the right to receive the Per Share Amount in cash; and
WHEREAS, as of the date hereof, each Stockholder owns
(beneficially or of record) the number of shares of Company Common Stock
set forth opposite such Stockholder's name on Schedule A hereto; and
WHEREAS, as a condition to the willingness of Parent and
Purchaser to enter into the Merger Agreement, Parent and Purchaser have
required that the Stockholders agree, and in order to induce Parent and
Purchaser to enter into the Merger Agreement, the Stockholders have agreed,
severally and not jointly, to tender pursuant to the Offer, in accordance
with the terms of this Agreement, all the shares of the Company Common
Stock now owned (beneficially or of record) and which may hereafter be
acquired by each Stockholder (the "Shares").<PAGE>
<PAGE> 2
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, and intending to be
legally bound hereby, the parties hereto hereby agree as follows:
ARTICLE I
REPRESENTATIONS AND COVENANTS OF THE STOCKHOLDERS
SECTION 1.01. Authority Relative to this Agreement. Each
Stockholder represents and warrants to Purchaser, severally and not
jointly, that such Stockholder has all necessary power and authority to
execute and deliver this Agreement, to perform its obligations hereunder
and to consummate the transactions contemplated hereby; that the execution
and delivery of this Agreement by such Stockholder and the consummation by
such Stockholder of the transactions contemplated hereby have been duly and
validly authorized by all necessary corporate action; that this Agreement
has been duly and validly executed and delivered by such Stockholder and,
assuming the due authorization, execution and delivery by Purchaser,
constitutes a legal, valid and binding obligation of such Stockholder,
except to the extent such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or
affecting generally the enforcement of creditors' rights and by the
availability of equitable remedies; that the execution and delivery of this
Agreement by such Stockholder does not, and the performance of this
Agreement by such Stockholder will not conflict with or violate the
Certificate of Incorporation or By-laws of such Stockholder or conflict
with or violate any law, rule, regulation, order, judgment or decree
applicable to such Stockholder or by which any property or asset of such
Stockholder is bound or affected or require any consent, approval,
authorization or permit of, or filing with, or notification to, any
governmental or regulatory authority, domestic or foreign, to be obtained
or made by such Stockholder except for applicable requirements, if any, of
the Exchange Act.
SECTION 1.02. Title to Shares. Each Stockholder hereby
represents and warrants, severally and not jointly, that it is the
beneficial owner of the number of Shares set forth opposite such
Stockholder's name on Schedule A, that such Shares are owned by it free and
clear of all liens, encumbrances and restrictions <PAGE>
<PAGE> 3
whatsoever and that such Stockholder has not granted any proxy with respect
to such Shares which is currently in effect.
SECTION 1.03. No Disposition or Encumbrance of Shares.
Except as contemplated by Section 1.04 hereof, each Stockholder hereby
covenants and agrees, severally and not jointly, that such Stockholder
shall not, and shall not offer or agree to, sell, transfer, tender, assign,
hypothecate or otherwise dispose of, or create or permit to exist any
security interest, lien, claim, pledge, option, right of first refusal,
agreement, limitation on such Stockholder's voting rights, charge or other
encumbrance of any nature whatsoever with respect to the Shares now owned
or that may hereafter be acquired by such Stockholder at any time prior to
the termination of this Agreement as to such Stockholder.
SECTION 1.04. No Solicitation of Transactions. Subject to
the fiduciary duties as a director of the Company of any representative or
agent of any Stockholder who is such a director as contemplated in Section
6.05 of the Merger Agreement, each Stockholder shall not, directly or
indirectly, through any agent or representative or otherwise, solicit,
initiate or encourage the submission of any proposal or offer from any
person relating to, participate in any negotiations regarding, or furnish
to any other person any information with respect to, or otherwise cooperate
in any way with, or assist or participate in, facilitate or encourage, any
Third Party Transaction at any time prior to the termination of this
Agreement as to such Stockholder.
SECTION 1.05. Agreement to Tender the Shares Pursuant to
the Offer. Each Stockholder agrees to validly tender and not withdraw
pursuant to the Offer all the Shares now owned (beneficially or of record)
or that may hereafter be acquired by such Stockholder. Notwithstanding the
foregoing, such Stockholder may withdraw such Shares from the Offer in the
event that the Board shall have withdrawn or modified in a manner adverse
to Purchaser or Parent its approval or recommendation of the Offer, the
Merger, the Merger Agreement or any other Transaction in order to approve
any Third Party Transaction which the Board determines in the exercise of
its good faith judgment and after consultation with independent legal
counsel and the Company's financial advisors to be more favorable to the
Company's stockholders than the Offer and the Merger taken together.<PAGE>
<PAGE> 4
SECTION 1.06. Filings and Announcements. Purchaser agrees
to provide to each Stockholder an advance copy of and an opportunity to
comment on those portions of each public announcement by Purchaser or
Parent and each document filed with the SEC or distributed to Stockholders
pursuant to the Exchange Act by Purchaser or Parent in connection with the
Offer or the Merger which refer to such Stockholder or this Agreement.
ARTICLE II
MISCELLANEOUS
SECTION 2.01. Indemnification. From and after the date
hereof, Parent and Purchaser (the "Indemnifying Parties") jointly and
severally shall indemnify and hold harmless each of the Stockholders
(collectively the "Indemnified Parties" and individually an "Indemnified
Party") against any loss, damage or expense (including reasonable
attorney's fees and disbursements) actually incurred by any such
Indemnified Party to the extent arising from any Company stockholders or
third party claim, suit or demand in connection with this Agreement or the
Transactions (a "Third Party Claim"). For purposes of this Section 2.01, a
Third Party Claim shall expressly exclude any claim, suit or demand brought
or instituted by any partner, investor, stockholder or affiliate of any
Indemnified Party.
The Indemnified Parties shall give the Indemnifying Parties
prompt written notice of any Third Party Claim which they believe will give
rise to indemnification under this Section 2.01; provided, however, that
the failure to give such notice, shall not affect the liability of the
Indemnifying Parties hereunder unless and to the extent the failure to give
such notice adversely affects the ability of the Indemnifying Parties to
defend themselves or to mitigate the damages sought in such Third Party
Claim. Except as hereinafter provided, the Indemnifying Parties shall have
the right to defend and to direct the defense against any such Third Party
Claim in its name or in the name of any Indemnified Party at the
Indemnifying Parties' expense and with counsel selected by agreement of the
Indemnified Parties, and reasonably acceptable to Parent, which shall be
the only counsel for the Indemnified Parties, and only the Indemnifying
Parties will have the right to settle or compromise any such Third Party
Claim; provided, however, that (i) the Indemnifying Parties <PAGE>
<PAGE> 5
shall only be responsible for the first $50,000 in fees and disbursements
of such counsel in defending the Indemnified Parties in any such Third
Party Claim and the Indemnified Parties shall be responsible for such legal
fees and disbursements in excess of $50,000, and (ii) the Indemnifying
Parties will not, without the Indemnified Parties' written consent, settle
or compromise any claim or consent to any entry of judgment which does not
include as an unconditional term thereof the giving by the claimant or the
plaintiff to the Indemnified Parties a release from all liability in
respect of such Third Party Claim. The Indemnified Parties shall cooperate
in the defense of any such Third Party Claim. If the Indemnifying Parties,
within a reasonable time after notice of a Third Party Claim, fail to
defend the Indemnified Parties, the Indemnified Parties shall be entitled
to undertake the defense, compromise or settlement of such Third Party
Claim at the expense of (subject to the limitations set forth herein) and
for the account and risk of the Indemnifying Parties subject to the rights
of the Indemnifying Parties to assume the defense of such Third Party Claim
at any time prior to the settlement, compromise or final determination
thereof.
Notwithstanding anything contained in this Section 2.01, any
Indemnified Party may engage counsel of its own choice; provided, however,
that all of the fees and disbursements of such counsel shall be the sole
responsibility of such Indemnified Party.
SECTION 2.02. Expenses. Except as otherwise provided
herein, all costs and expenses incurred in connection with the transactions
contemplated by this Agreement shall be paid by the party incurring such
expenses.
SECTION 2.03. Further Assurances. Each Stockholder and
Purchaser will execute and deliver all such further documents and
instruments and take all such further action as may be necessary in order
to consummate the transactions contemplated hereby.
SECTION 2.04. Specific Performance. The parties hereto
agree that irreparable damage would occur in the event any provision of
this Agreement was not performed in accordance with the terms hereof and
that the parties shall be entitled to specific performance of the terms
hereof, in addition to any other remedy at law or in equity.<PAGE>
<PAGE> 6
SECTION 2.05. Entire Agreement. This Agreement constitutes
the entire agreement between Purchaser and the Stockholders with respect to
the subject matter hereof and supersedes all prior agreements and
understandings, both written and oral, between Purchaser and each
Stockholder with respect to the subject matter hereof.
SECTION 2.06. Assignment. This Agreement shall not be
assigned by operation of law or otherwise (other than by will or the laws
of descent and distribution), except the Purchaser may assign all or any of
its rights and obligations hereunder to any wholly-owned subsidiary of
Parent, provided that no such assignment shall relieve Purchaser of its
obligations hereunder if such assignee does not perform such obligations.
SECTION 2.07. Parties in Interest. This Agreement shall be
binding upon, inure solely to the benefit of, and be enforceable by, the
parties hereto and their successors and permitted assigns. Nothing in this
Agreement, express or implied, is intended to or shall confer upon any
other person any right, benefit or remedy of any nature whatsoever under or
by reason of this Agreement.
SECTION 2.08. Amendment; Waiver. This Agreement may not be
amended except by an instrument in writing signed by the parties hereto.
Any party hereto may (i) extend the time for the performance of any
obligation or other act of any other party hereto, (ii) waive any
inaccuracy in the representations and warranties contained herein or in any
document delivered pursuant hereto and (iii) waive compliance with any
agreement or condition contained herein. Any such extension or waiver
shall be valid if set forth in an instrument in writing signed by the
party or parties to be bound thereby.
SECTION 2.09. Severability. If any term or other provision
of this Agreement is invalid, illegal or incapable of being enforced by any
rule of law, or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of this Agreement is not affected in any manner
materially adverse to any party. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as
to effect the original intent of the parties as closely as possible <PAGE>
<PAGE> 7
in a mutually acceptable manner in order that the terms of this Agreement
remain as originally contemplated to the fullest extent possible.
SECTION 2.10. Notices. All notices, requests, claims,
demands and other communications hereunder shall be in writing and shall be
given (and shall be deemed to have been duly given upon receipt) by
delivery in person, by cable, telecopy, telegram or telex or by registered
or certified mail (postage prepaid, return receipt requested) to the
respective parties at the following addresses (or at such other address for
a party as shall be specified in a notice given in accordance with this
Section 2.10):
if to Purchaser:
ADU Acquisition Inc.
c/o FKI Industries Inc.
425 Post Road
Fairfield, CT 06430-0970
Facsimile No. (203) 255-7101
Attention: General Counsel
with copies to:
FKI plc
West House
King Cross Road
Halifax, West Yorkshire HX1 1EB
England
Facsimile No. (011) 44-422-330-407
Attention: Company Secretary
and<PAGE>
<PAGE> 8
Parson & Brown
230 Park Avenue
New York, NY 10169
Facsimile No. (212) 682-9112/9113
Attention: James H. Bell, Esq.
if to a Stockholder:
to its address set forth on Schedule A hereto.
SECTION 2.11. Termination. This Agreement shall terminate
upon the termination of the Merger Agreement. Any Stockholder may
terminate this Agreement as to itself if (a) the Merger Agreement shall
have been amended in a way which adversely affects such Stockholder, (b)
the Offer shall not have been commenced within 10 Business Days after the date
of this Agreement or (c) such Stockholder's Shares shall not have been
accepted for payment and paid for within 90 days after the date of this
Agreement.
SECTION 2.12. Fees and Expenses of Counsel. Purchaser
agrees to pay the reasonable fees and expenses of legal counsel retained by
any Stockholder in any action brought to enforce its rights hereunder to the
extent that such action is successful on the merits.
SECTION 2.13. Governing Law. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
Delaware applicable to contracts executed in and to be performed in that
State.
SECTION 2.14. Headings. The descriptive headings contained
in this Agreement are included for convenience of reference only and shall
not affect in any way the meaning or interpretation of this Agreement.
SECTION 2.15. Counterparts. This Agreement may be executed
in one or more counterparts, and by the different parties hereto in
separate<PAGE>
<PAGE> 9
counterparts, each of which when executed shall be deemed to be an original
but all of which taken together shall constitute one and the same
agreement.
IN WITNESS WHEREOF, Purchaser has caused this Agreement to be
executed by its officer thereunto duly authorized and each Stockholder has
duly executed this Agreement, each as of the date first written above.
ADU ACQUISITION INC.
By:___________________________
Name:
Title:
THE STOCKHOLDERS: INTERNATIONALE NEDERLANDEN
(U.S.) CAPITAL CORPORATION
By:________________________________
Name:
Title:
ORCAS LIMITED PARTNERSHIP
By:________________________________
Name:
Title:<PAGE>
<PAGE> 10
NETWORK COMPANY II
By:________________________________
Name:
Title:
INVESTORS TRADING A.B.
By:________________________________
Name:
Title:<PAGE>
<PAGE> 1
SCHEDULE A
Name Shares
Internationale Nederlanden (U.S.)
Capital Corporation 4,641,535
Orcas Limited Partnership 5,149,582
Network Company II 1,710,083
Investors Trading A.B. 4,909,451
