<PAGE> 1
[AMDURA LOGO]
AMDURA CORPORATION
P.O. BOX 870
SOUTHBURY, CONNECTICUT 06488-0870
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INFORMATION STATEMENT PURSUANT TO
SECTION 14(F) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 THEREUNDER
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This Information Statement is being mailed on or about April 10, 1995, to
the holders of record of shares of common stock, par value $.01 per share
("Common Stock"), of AMDURA Corporation ("Amdura" or the "Company") as of April
5, 1995.
Pursuant to a Merger Agreement (the "Merger Agreement") dated as of March
15, 1995 among the Company, FKI plc, a company organized under the laws of
England ("Parent"), and ADU Acquisition Inc., a Delaware corporation and an
indirect wholly-owned subsidiary of Parent ("Purchaser"), on March 22, 1995
Purchaser commenced a tender offer to purchase all outstanding shares of Common
Stock ("Shares") at $2.30 per Share, net to the seller in cash (the "Offer"),
upon the terms and subject to the conditions set forth in an Offer to Purchase
dated March 22, 1995 and a related Letter of Transmittal. Pursuant to the Merger
Agreement, following the consummation of the purchase of Shares pursuant to the
Offer, Purchaser will be merged (the "Merger") with and into the Company, which
will continue as the surviving corporation following the Merger. The Merger will
become effective at the time of filing of a Certificate of Merger with the
Secretary of State of the State of Delaware (the "Effective Time").
The Merger Agreement provides that, promptly upon the purchase by Purchaser
of Shares pursuant to the Offer which constitute at least a majority of the
outstanding Shares on a fully diluted basis, Purchaser will be entitled to
designate such number of directors as will constitute a majority of the total
number of directors on the Company's Board of Directors (the "Board") (giving
effect to the directors elected pursuant to this sentence), and the Company
will, at such time, promptly take all actions necessary to cause designees of
Purchaser, who will be chosen from among the directors and executive officers of
Parent and Purchaser listed on Schedule I hereto (the "Purchaser Designees"), to
be elected as directors of the Company, including increasing the size of the
Board or securing the resignations of incumbent directors or both. At such time,
the Company will use its best efforts to cause the Purchaser Designees to
constitute a majority of (i) each committee of the Board (some of whom may be
required to be independent as required by applicable law), (ii) each board of
directors of each domestic subsidiary of the Company and (iii) each committee of
each such board, in each case to the extent permitted by applicable law.
YOU ARE RECEIVING THIS INFORMATION STATEMENT IN CONNECTION WITH THE
POSSIBLE ELECTION OF THE PURCHASER DESIGNEES TO SEATS ON THE COMPANY'S BOARD OF
DIRECTORS. YOU ARE URGED TO READ THIS INFORMATION STATEMENT CAREFULLY. YOU ARE
NOT, HOWEVER, REQUIRED TO TAKE ANY ACTION.
Following the election or appointment of the Purchaser Designees and prior
to the Effective Time, any amendment of the Merger Agreement or the Certificate
of Incorporation or By-laws of the Company, any termination of the Merger
Agreement by the Company, and any extension by the Company of the time for the
performance of any of the obligations or other acts of Parent or Purchaser or
waiver of any of the Company's rights under the Merger Agreement will require
the concurrence of a majority of the directors of the Company then in office who
were not Purchaser Designees or if no such directors are then in office, no such
amendment, termination, extension or waiver shall be effected which is
materially adverse to the holders of Shares (other than Parent and its
subsidiaries).
The Offer is scheduled to expire at 12:00 midnight, New York City time, on
April 19, 1995, unless extended pursuant to the terms of the Offer.
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The information contained in this Information Statement concerning Parent,
Purchaser and the Purchaser Designees has been furnished to the Company by such
persons. The Company assumes no responsibility for the accuracy or completeness
of such information.
INFORMATION WITH RESPECT TO THE COMPANY
The outstanding voting securities of the Company as of February 28, 1995
consisted of 24,665,160 shares of Common Stock. Each share of Common Stock is
entitled to one vote.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the ownership
of the Company's Common Stock as of February 28, 1995 by certain persons who, to
the knowledge of the Company, are or may be deemed to be beneficial owners of
more than five percent of the Common Stock, the only class of voting securities
of the Company then outstanding.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) OF CLASS(2)
- --------------------------------- --------------------- ------------
<S> <C> <C>
Generale Bank 2,223,110(3) 9.0
Montagne du Parc 3
1000 Brussels, Belgium
Internationale Nederlanden 4,641,535(4) 18.8
(U.S.) Finance Corporation
135 East 57th Street
New York, New York 10021
Investor International AB 4,909,451(5) 19.9
S-103 32 Stockholm
Sweden
Pilgrim Prime Rate Trust 1,657,910(3) 6.7
10100 Santa Monica Blvd.
Los Angeles, California 90067
The Network Company II Limited 1,710,083(6) 6.9
and John W. Gildea
90 Ferris Hill Road
New Canaan, Connecticut 06840
Orcas Limited Partnership and 5,149,582(7) 20.9
Archipelago Corporation and
Frederick W. Whitridge, Jr.
270 Greenwich Avenue
Greenwich, Connecticut 06830
Elcor Corporation 2,151,000(8) 8.0
14643 Dallas Parkway
Wellington Center, Suite 1000
Dallas, Texas 75240-8871
</TABLE>
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(1) All shares listed are directly held with sole voting and investment power
unless otherwise noted herein.
(2) Based on the 24,665,160 shares of Common Stock outstanding as of February
28, 1995.
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(3) Beneficial ownership of such shares was reported in an amendment, filed on
or about January 6, 1993, to the Schedule 13D filed on November 4, 1991 (the
"Reporting Lenders' Schedule 13D"), on behalf of certain of the Company's
former lenders (the "Reporting Lenders"). In the Reporting Lenders' Schedule
13D, the Reporting Lenders did not concede that they are a "group" within
the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). However, to the extent that they are deemed to
be a "group" within the meaning of Section 13(d)(3) of the Exchange Act,
each Reporting Lender (Bank of Scotland, Generale Bank, Pilgrim Prime Rate
Trust and Risk Arbitrage Partners) may be deemed to have beneficial
ownership of the total of all of the shares owned by all Reporting Lenders
(5,522,718 shares representing approximately 22.4% of the shares of Common
Stock outstanding as of February 28, 1995).
(4) Beneficial ownership of such shares was reported in an amendment, filed on
or about January 25, 1994, to the Schedule 13D filed by Internationale
Nederlanden Bank N.V. with the Securities and Exchange Commission (the
"Commission") on or about June 10, 1992.
(5) Beneficial ownership of such shares was reported in an amendment, filed on
or about January 27, 1995, to the Schedule 13D filed by Investor
International (U.S.), Inc. (formerly known as Patricia Investments, Inc.) et
al. with the Commission on or about November 4, 1991.
(6) Beneficial ownership of such shares was reported in the Schedule 13D filed
by The Network Company II Limited and John W. Gildea with the Commission on
or about March 18, 1993.
(7) Beneficial ownership of such shares was reported in an amendment, filed on
or about January 3, 1994, to the Schedule 13D filed by Orcas Limited
Partnership, Archipelago Corporation and Frederick W. Whitridge, Jr. with
the Commission on or about November 1, 1993.
(8) Beneficial ownership of 2,138,000 of such shares was reported in a Schedule
13D filed by Elcor Corporation ("Elcor") with the Commission on or about
April 13, 1994. On March 24, 1994, Elcor, through a wholly-owned subsidiary,
entered into an Asset Purchase Agreement with and sold its operating assets
to a wholly-owned subsidiary of the Company in exchange for and in
consideration of 2,151 shares of newly created Amdura Corporation Series B
Cumulative Convertible Preferred Stock, par value $.01 per share. Each share
of the Series B Cumulative Convertible Preferred Stock is convertible at any
time and from time to time, in whole or in part, at the option of Elcor into
1,000 fully paid and non-assessable shares of Common Stock until March 31,
1997, at which time any remaining shares of Series B Cumulative Convertible
Preferred Stock will be automatically converted into shares of Common Stock.
Pursuant to Rule 13d-3 under the Exchange Act, Elcor is deemed to be the
beneficial owner of such shares of Common Stock.
SECURITIES OWNERSHIP OF MANAGEMENT
The following table sets forth certain information regarding the ownership
of the Company's Common Stock, which is the Company's only class of voting
stock, as of February 28, 1995 by the Company's directors
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and nominees for director, the named executive officers and of all the Company's
current executive officers, directors and nominees for director as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL PERCENT
NAME OF BENEFICIAL OWNER OWNERSHIP(1) OF CLASS(2)
- ----------------------------------- --------------------- ------------
<S> <C> <C>
William F. Andrews(3) 207,171(4) *
James A. Bach 543,431(4) 2.2
C. David Bushley 616,975(4)(5) 2.4
Marvin L. Dimond 140,306(4) *
John W. Gildea 1,710,083(6) 6.9
Robert LeBuhn 0 *
Paul C. Meyer 140,306(4) *
Mark M. Metz 50,149(4)(7) *
Larry L. Postelwait 361,270(4)(8) 1.4
Tracey L. Rudd 4,641,535(9) 18.8
Frederick W. Whitridge, Jr. 5,199,582(10) 21.0
All directors and executive
officers as a
group (11 persons) 13,610,808(4,5,6,7,8,9,10) 50.8
</TABLE>
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* Share ownership represents less than one percent of the outstanding shares of
Common Stock.
(1) All shares listed are directly held with sole voting and investment power
unless otherwise noted.
(2) Based on the 24,665,160 shares of Common Stock outstanding as of February
28, 1995.
(3) Mr. Andrews resigned from the positions of Chairman and Chief Executive
Officer of the Company effective November 30, 1994, at which time Frederick
W. Whitridge, Jr. was elected non-executive Chairman of the Company's Board
of Directors; the post of Chief Executive Officer of the Company remained
unfilled for the balance of 1994. From December 1 through December 31, 1994,
James A. Bach, President and Chief Operating Officer of the Company,
performed duties substantially similar to those of the Chief Executive
Officer.
(4) Includes shares issuable upon the exercise of stock options which are
exercisable within 60 days of February 28, 1995, assuming that the sale of
Shares pursuant to the Offer occurs on or before April 29, 1995. Pursuant to
the terms of such options, all such options shall become exercisable in full
if Shares are sold pursuant to the Offer on or prior to such date.
(5) Includes 100 shares owned by Mr. Bushley's son; Mr. Bushley disclaims
beneficial ownership of all of these shares.
(6) As a result of his position as General Partner and Managing Director of
Gildea Management Co. L.P., which exercises sole voting and investment power
over (but disclaims beneficial ownership of) the 1,710,083 shares of Common
Stock owned by The Network Company II Limited, Mr. Gildea may be deemed to
be the direct beneficial owner of such shares. Mr. Gildea disclaims
beneficial ownership of all of these shares.
(7) Includes 41 shares beneficially owned by Mr. Metz through the Company's
401(k) plan.
(8) Includes 49 shares beneficially owned by Mr. Postelwait through the
Company's 401(k) plan.
(9) As a result of her position as Managing Director of ING Equity Partners,
L.P. I, an affiliate of Internationale Nederlanden Bank N.V., Ms. Rudd may
be deemed to be the indirect beneficial owner of the 4,641,535 shares of
Common Stock owned by Internationale Nederlanden (U.S.) Capital Corporation,
an affiliate of Internationale Nederlanden Bank N.V. Ms. Rudd disclaims
beneficial ownership of all of these shares.
(10) As a result of his position as President of Archipelago Corporation, the
General Partner of Orcas Limited Partnership, Mr. Whitridge may be deemed
to be the indirect beneficial owner of the 5,149,582 shares of Common Stock
owned by Orcas Limited Partnership. Mr. Whitridge disclaims beneficial
ownership of these shares.
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DIRECTORS AND EXECUTIVE OFFICERS
PURCHASER DESIGNEES
It is expected that the Purchaser Designees will assume office promptly
following the purchase by Purchaser pursuant to the Offer of such number of
Shares as represents at least a majority of the outstanding Shares. Purchaser
will choose the Purchaser Designees from among the directors and executive
officers of Parent and Purchaser listed on Schedule I hereto.
CURRENT AND CONTINUING DIRECTORS
The following table sets forth certain information with respect to each of
the seven current members of the Company's Board of Directors.
<TABLE>
<CAPTION>
OTHER PRINCIPAL OCCUPATIONS DURING THE PAST FIVE
NAME AND POSITION HELD AGE YEARS AND OTHER DIRECTORSHIPS
- ------------------------------- ---- ----------------------------------------------------
<S> <C> <C>
James A. Bach, 44 Mr. Bach has been the President and Chief Operating
President and Chief Operating Officer of Amdura since September 1994. From 1989
Officer, Director, Member of until 1994, Mr. Bach was the President, Chief
the Executive Committee and Executive Officer and a director of The Morningstar
the Corporate Responsibility Group, Inc. (a producer and distributor of dairy
Committee products). From 1987 to 1989, Mr. Bach was the
President and Chief Executive Officer of Palm
Dairies, Ltd. (a dairy products company). From 1986
to 1987, Mr. Bach was employed by Borden Inc. (a
food producer) as a director of special projects.
Mr. Bach has been a director of the Company since
1992.
Marvin L. Dimond, 60 Since 1990, Mr. Dimond has been the President, Chief
Director, Chairman of the Executive Officer and a director of Switzerland of
Audit Committee and the America, Inc. (a jeep rental company and tour
Corporate Responsibility operator). Mr. Dimond worked in various capacities
Committee, Member of the for Texaco Inc. (a petroleum products company) and
Compensation Committee and its affiliates from 1953 to 1990, including the
the Pension Committee following positions: from 1988 to 1990, Mr. Dimond
was the President and Chief Executive Officer of
Texaco Lubricants Company, North America (a division
of Texaco Refining and Marketing Inc.) with
responsibility for research, product development,
supply, manufacturing, marketing and distribution of
a complete line of lubricants and coolants; from
1986 to 1988, Mr. Dimond was the General
Manager--Wholesale Marketing for Texaco Refining and
Marketing Inc. Mr. Dimond has been a director of the
Company since 1992.
</TABLE>
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<TABLE>
<CAPTION>
OTHER PRINCIPAL OCCUPATIONS DURING THE PAST FIVE
NAME AND POSITION HELD AGE YEARS AND OTHER DIRECTORSHIPS
- ------------------------------- ---- ----------------------------------------------------
<S> <C> <C>
John W. Gildea, 51 Since 1990, Mr. Gildea has been General Partner and
Director, Member of the Managing Director of Gildea Management Co. L.P.,
Finance Committee, the which has been an advisor to The Network Company I
Pension Committee and the Limited and The Network Company II Limited, two
Executive Committee Jersey, Channel Islands companies that invest in
United States companies. From 1986 to 1990, he was
Senior Vice President of Donaldson, Lufkin &
Jennrette (an investment banking firm). Mr. Gildea
has also been President of Gildea Investment Co. (a
private unregistered investment advisory firm) since
1983. He is a director of Harn Food (a health food
concern) and of America Service Group, Inc. (a
provider of health care to prison inmates). Mr.
Gildea has been a director of the Company since
1993.
Robert LeBuhn, 62 Since December 31, 1994, Mr. LeBuhn has been self-
Director, Member of the Audit employed as an independent counselor to Investor
Committee, the Pension International (U.S.), Inc., a subsidiary of Investor
Committee, the Corporate AB (a Swedish investment company). From 1992 to
Responsibility Committee and 1994, he was Chairman of Investor International
the Stock Option Committee (U.S.), Inc. Prior thereto, Mr. LeBuhn was President
of Investor International (U.S.), Inc. He is a
director of USAir Group, Inc. (an airline holding
company), Acceptance Insurance, Inc. (an insurance
company), Lomas Financial Corp. (a financial
services company), Cambrex Corp. (a specialty
chemical company) and Enzon Inc. (a biological
products manufacturer). Mr. LeBuhn has been a
director of the Company since 1993.
Paul C. Meyer, 47 Mr. Meyer has been Senior Vice President and General
Director, Chairman of the Manager of Viacom New Media, Inc. (a developer and
Compensation Committee, publisher of multimedia software and a division of
Member of the Audit Committee Viacom International) since January 1994. He has
and the Finance Committee also been President of Paul C. Meyer & Associates,
Inc., a financial consulting firm specializing in
financial and operational restructuring of
companies, since October 1991. Mr. Meyer has been a
financial consultant to Automotive Industries, Inc.
(an automotive parts manufacturer) since September
1989. Since February 1990 he has been the President
of Superior Toy & Manufacturing Company (a toy
company), for which an involuntary petition for
bankruptcy under Chapter 7 of the Bankruptcy Code
(the "Code") was filed (such petition was converted
to bankruptcy under Chapter 11 of the Code on March
29, 1990). From October 1988 to August 1989, he was
Executive Vice President, Chief Financial Officer
and Co-Chief Operating Officer of Elkay Industries,
Inc. (a manufacturer of children's apparel). Mr.
Meyer is also a director of Acorn Venture Capital
Corporation (a venture capital firm). Mr. Meyer has
been a director of the Company since 1992.
</TABLE>
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<TABLE>
<CAPTION>
OTHER PRINCIPAL OCCUPATIONS DURING THE PAST FIVE
NAME AND POSITION HELD AGE YEARS AND OTHER DIRECTORSHIPS
- ------------------------------- ---- ----------------------------------------------------
<S> <C> <C>
Tracey L. Rudd, 40 Since June 1994, Ms. Rudd has been Managing Director
Director, Chairman of the of ING Equity Partners, L.P. I (an investment
Stock Option Committee, partnership specializing in private equity and
Member of the Executive restructurings), an affiliate of Internationale
Committee, the Finance Nederlanden Bank N.V. (an international banking
Committee and the concern). From 1991 to 1994, she was Senior Vice
Compensation Committee President and Manager of the Corporate Restructuring
Department of Internationale Nederlanden (U.S.)
Capital Corporation. From 1988 to 1991, she served
as Director of Asset Recovery Management for Merrill
Lynch & Co. (a financial services company). Ms. Rudd
has been a director of the Company since 1993.
Frederick W. Whitridge, Jr., 39 Mr. Whitridge has been Chairman of the Board of the
Director, Chairman of the Company since November 1994. He has served as
Board, Chairman of the President of Archipelago Corp., the General Partner
Pension Committee and the of Orcas Limited Partnership (an investment
Executive Committee, Member partnership), since October 1993. Prior thereto, he
of the Finance Committee served as President of Investor International
(U.S.), Inc., a subsidiary of Investor AB (a Swedish
investment company) from June 1992 to October 1993.
From July 1988 to June 1992, Mr. Whitridge served as
Vice President and Chief Investment Officer of
Investor International (U.S.), Inc. From January
1986 to July 1988, Mr. Whitridge was an associate
with Anestis & Co. (an investment firm). Mr.
Whitridge was a director of the Company from March
1992 to October 1993, and has been a current
director since February 1994.
</TABLE>
EXECUTIVE OFFICERS OF THE COMPANY WHO ARE NOT ALSO DIRECTORS
C. David Bushley, age 52, was elected Vice President and Chief Financial
Officer of Amdura on April 14, 1993, and Senior Vice President--Finance and
Administration and Chief Financial Officer on February 28, 1994. From 1990 to
1993, he served as Chief Lending Officer of Dime Savings Bank (a commercial
bank), and from 1989 to 1990 he was employed as President of National City
Mortgage Company (a mortgage company). From 1980 to 1989, Mr. Bushley was
employed in various executive capacities by Merrill Lynch & Co. (a financial
services company), including President of Merrill Lynch Mortgage Company,
President of Merrill Lynch Private Capital and Chief Credit Officer of Merrill
Lynch & Co.
Larry L. Postelwait, age 43, has served as a Vice President of Amdura since
March 1992. Mr. Postelwait became President of The Crosby Group, Inc.
("Crosby"), a wholly-owned subsidiary of the Company, in May 1987. Prior
thereto, Mr. Postelwait served as Vice President of Operations, in charge of all
domestic manufacturing and distribution of Crosby. Mr. Postelwait has spent his
entire career with Crosby.
Mark M. Metz, age 48, has served as a Vice President of Amdura since March
1992 and as Vice President--Finance of Crosby since March 1985.
BOARD MEETINGS AND COMMITTEES OF THE BOARD
During that portion of the year ended December 31, 1994 for which he or she
served as a director, each incumbent director attended at least 75% of the
aggregate of (a) the total number of meetings held by the Board of Directors and
(b) the total number of meetings held by all committees of the Board on which he
or she served. In 1994 the Board of Directors held twelve meetings and acted
three times by means of unanimous consent in lieu of meetings.
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Executive Committee
The Executive Committee's responsibilities include considering and
reviewing matters affecting the Company and, in certain circumstances,
exercising the authority of the Board of Directors in the management of the
business and affairs of the Company. The members of the Executive Committee are
Messrs. Whitridge (Chairman), Bach and Gildea and Ms. Rudd. The Executive
Committee did not meet during 1994.
Finance Committee
The Finance Committee's responsibilities include reviewing the Company's
overall capital structure and financing needs, and making recommendations with
respect thereto to the Board of Directors. The members of the Finance Committee
are Ms. Rudd (Chair) and Messrs. Gildea, Meyer and Whitridge. The Finance
Committee held four meetings in 1994.
Pension Committee
The Pension Committee's responsibilities include oversight of the
operations of the Company's retirement plans, and making recommendations to the
Board of Directors with respect to such plans. The members of the Pension
Committee are Messrs. Whitridge (Chairman), Dimond, Gildea and LeBuhn. The
Pension Committee held six meetings in 1994.
Audit Committee
The Audit Committee's responsibilities include making recommendations to
the Board of Directors concerning the retention of independent auditors,
requesting such audit investigations by independent auditors or by employees of
the Company or its subsidiaries as may be warranted, and reviewing with the
auditors the accounting and reporting principles, policies and practices to be
followed by the Company, as well as the adequacy of the Company's internal
financial and operating controls. The members of the Audit Committee are Messrs.
Dimond (Chairman), LeBuhn and Meyer. The Audit Committee held four meetings in
1994.
Corporate Responsibility Committee
The Corporate Responsibility Committee's responsibilities include oversight
of the Company's compliance with applicable laws, including, among others,
environmental laws. The members of the Corporate Responsibility Committee are
Messrs. Dimond (Chairman), Bach and LeBuhn. The Corporate Responsibility
Committee held four meetings in 1994.
Compensation Committee
The Compensation Committee's primary responsibilities are to review the
performance of the officers, including officers who are also directors, and
certain employees of the Company, to make recommendations to the Board of
Directors concerning the annual salaries and bonuses, including stock ownership
programs, of such officers and employees. The members of the Compensation
Committee are Messrs. Meyer (Chairman) and Dimond and Ms. Rudd, none of whom is
or has been an employee of the Company. The Compensation Committee held three
meetings during 1994.
Stock Option Committee
The Stock Option Committee's responsibility is to administer the 1992 Stock
Option Plan. The members of the Stock Option Committee are Ms. Rudd (Chair) and
Mr. LeBuhn, neither of whom is or has been an employee of the Company. The Stock
Option Committee met once during 1994.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Set forth below is information concerning the compensation of the Company's
chief executive officer (during that portion of 1994 for which such position was
occupied) and of the three other executive officers of the Company at December
31, 1994 whose 1994 salary and bonus exceeded $100,000 (together with the chief
executive officer, the "named executive officers"), for their services as such
during the Company's last three completed fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
--------------------------------
AWARDS
ANNUAL COMPENSATION --------------------- PAYOUTS
------------------------------------ RESTRICTED -------
OTHER ANNUAL STOCK LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) OPTIONS/ PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) SARS(#) ($) ($)
- -------------------------- ---- --------- -------- --------------- ---------- ------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William F. Andrews,....... 1994 234,167 0 NA NA 150,000(2) NA 8,725(4)
CEO (1) 1993 174,558 84,573 NA NA 281,221(3) NA 12,983(4)
James A. Bach,............ 1994 41,026 0 NA NA 160,000 NA 1,025(4)
President and COO(1)(5)
C. David Bushley,......... 1994 156,500 20,000 NA NA 120,000 NA 7,042(4)
Senior Vice President 1993 101,410 39,307 NA NA 175,000 NA 5,743(4)
and CFO(6)
Larry L. Postelwait,...... 1994 176,400 90,910 NA NA 80,000 NA 4,550(4)
Vice President(7) 1993 166,400 82,800 NA NA 281,221 NA 4,164(4)
1992 149,008 75,640 NA NA 281,221(3) NA 58,441(4)(8)
Mark M. Metz.............. 1994 135,204 49,770 NA NA 25,000 NA 6,366(4)
Vice President(9) 1993 130,000 46,200 NA NA 25,108(3) NA 5,850(4)
1992 116,034 42,070 NA NA NA NA 47,480(4)(8)
</TABLE>
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(1) Mr. Andrews resigned from the positions of Chairman and Chief Executive
Officer of the Company effective November 30, 1994, at which time Frederick
W. Whitridge, Jr. was elected non-executive Chairman of the Company's Board
of Directors; the post of Chief Executive Officer of the Company remained
unfilled for the balance of 1994. From December 1 through December 31, 1994,
Mr. Bach, President and Chief Operating Officer of the Company, performed
duties substantially similar to those of the Chief Executive Officer.
(2) Options with respect to 224,050 shares expired upon Mr. Andrews's
resignation effective November 30, 1994.
(3) This option was terminated on November 30, 1993, and a corresponding new
option was granted simultaneously with such termination.
(4) Includes: $8,725 and $12,983 for 1994 and 1993, respectively, in Company
contributions to accounts for the benefit of Mr. Andrews; $1,025 for 1994 in
Company contributions to accounts for the benefit of Mr. Bach; $7,042 and
$5,743 for 1994 and 1993, respectively, in Company contributions to accounts
for the benefit of Mr. Bushley; $4,550, $4,164 and $3,566 for 1993, 1992 and
1991, respectively, in Company contributions to accounts for the benefit of
Mr. Postelwait; and $6,366, $5,850 and $4,628 for 1994, 1993 and 1992,
respectively, in Company contributions to accounts for the benefit of Mr.
Metz, under the Company's Investment-Plus and Pension Plus Plans.
(5) Reflects all compensation of Mr. Bach as an employee (but not as a director)
of the Company in all capacities during 1994.
(6) Mr. Bushley was elected Vice President and Chief Financial Officer of Amdura
on April 14, 1993, and Senior Vice President-Finance & Administration and
Chief Financial Officer on February 28, 1994.
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<PAGE> 10
(7) Mr. Postelwait was elected a Vice President of Amdura on March 24, 1992, and
has been President of Crosby since 1987.
(8) Includes payments to Mr. Postelwait of $54,875 and to Mr. Metz of $42,852 in
1992, pursuant to retention plans adopted by Crosby and The Harris Waste
Management Group, Inc., a wholly-owned subsidiary of the Company ("Harris"),
to provide key employees an incentive to remain with their respective
employers until, among other things, the sale or liquidation of their
employers or Amdura's successful reorganization. Following October 23, 1991,
payments to each participant in these plans were to be made 50% upon
completion of Amdura's reorganization and 50% over a six-month period
thereafter.
(9) Mr. Metz was elected a Vice President of Amdura on March 24, 1992; prior to
that time, he did not serve the Company in any executive officer capacity.
STOCK OPTIONS
The following table sets forth option grants made under the 1992 Stock
Option Plan during 1994 to the named executive officers listed below:
OPTIONS GRANTS IN FISCAL YEAR 1994
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- -------------------------------------------------------------------------------------
% OF
TOTAL POTENTIAL REALIZABLE VALUE
OPTIONS MARKET AT ASSUMED ANNUAL RATES OF
GRANTED EXERCISE PRICE PER STOCK PRICE APPRECIATION
OPTIONS TO OR BASE SHARE ON FOR OPTION TERM
GRANTED EMPLOYEES PRICE DATE OF EXPIRATION ----------------------------------
NAME (#) IN 1994 ($/SH) GRANT ($) DATE 0%($) 5%($) 10%($)
- ---------------------- ------- --------- -------- ---------- ---------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William F. Andrews.... 150,000(1) 14.08 $ 2.25 $ 2.25 2/28/04 $0(2) $ 74,288(2) $ 188,261(2)
James A. Bach......... 35,000 3.29 2.25 2.25 2/28/04 0 49,525 125,507
125,000 11.74 1.87 1.87 9/30/04 0 147,004 372,537
C. David Bushley...... 120,000 11.27 2.25 2.25 2/28/04 0 169,802 430,310
Larry L. Postelwait... 80,000 7.51 2.25 2.25 2/28/04 0 113,201 286,874
Mark M. Metz.......... 25,000 2.35 2.25 2.25 2/28/04 0 35,375 89,648
</TABLE>
- ---------
(1) Options with respect to 97,500 of these shares expired upon Mr. Andrews's
resignation effective November 30, 1994.
(2) Calculated based upon 52,500 unexpired options at December 31, 1994.
There were no exercises of stock options by any of the named executive
officers during the fiscal year ended December 31, 1994; however, the named
executive officers listed in the table below each held as of the end of such
fiscal year the number of unexercisable options listed opposite their names.
10
<PAGE> 11
AGGREGATED OPTION EXERCISES IN 1994 AND DECEMBER 31, 1994 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS AT IN-THE-MONEY
DECEMBER 31, OPTIONS AT
1994 DECEMBER 31, 1994
SHARES (#) ($)
ACQUIRED ON VALUE ---------------- -----------------
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
--------------------------- ------------ -------- ---------------- -----------------
<S> <C> <C> <C> <C>
William F. Andrews......... 0 0 207,171/0 0/0(1)
James A. Bach.............. 0 0 60,122/170,184 0/0(1)(2)
C. David Bushley........... 0 0 94,000/201,000 0/0(1)
Larry L. Postelwait........ 0 0 128,488/232,733 0/0(1)
Mark M. Metz............... 0 0 15,043/35,065 0/0(1)
</TABLE>
- ---------
(1) The market value at December 31, 1994 of the Common Stock underlying the
options ($1.875 per share) was less than the exercise price of $2.25 per
share.
(2) The market value at December 31, 1994 of the Common Stock underlying the
options ($1.875 per share) was equal to the exercise price of $1.875 per
share.
SEVERANCE PAYMENTS
The Company has instituted a severance payment policy for certain members
of its senior management (including all of the named executive officers), for
the purpose of providing such individuals with an additional incentive to remain
in the employ of the Company and its subsidiaries. Under the policy, eligible
personnel would receive a lump-sum payment of one year's "base salary" (defined
as the annual salary at the time of a "Change in Control" of the Company, as
defined below), subject to reduction by the amount of any other severance pay
received from the Company, within 30 days after "termination" of employment
(defined as any substantial change in current duties, responsibilities,
reporting relationships (other than reporting to an applicable group president),
place of employment, or salary and benefits) without cause, provided that such
termination occurs within one year after a Change in Control of the Company;
provided, however, that pursuant to amendments to the severance policy adopted
by the Compensation Committee and the Board of Directors on March 14, 1995: (i)
Mr. Bach and Mr. Bushley will each be entitled to receive a lump sum payment
equal to his base salary 90 days after a Change in Control, so long as he
remains continuously employed throughout such 90-day period (which lump-sum
payment will not be made if he resigns prior to the 90th day); (ii) if the
employment of Mr. Bach or Mr. Bushley is terminated without cause prior to the
90th day after a Change in Control, Mr. Bach will immediately be entitled to
receive a payment equal to 1 1/2 times his base salary and will continue to
receive his employee benefits for 18 months thereafter, and Mr. Bushley will
immediately be entitled to receive a payment equal to two times his base salary
and will continue to receive his employee benefits for 24 months thereafter;
(iii) if the employment of Mr. Bach or Mr. Bushley is terminated without cause
between 90 days and two years after a Change in Control, Mr. Bach will
immediately be entitled to receive a payment equal to six months of his
then-current salary and will continue to receive his employee benefits for six
months thereafter, and Mr. Bushley will immediately be entitled to receive a
payment equal to 12 months of his then-current salary and will continue to
receive his employee benefits for 12 months thereafter; and (iv) if Mr. Bach or
Mr. Bushley remains employed two years after a Change in Control, then a new
severance and/or employee agreement will be negotiated with that employee on
terms no less favorable than those applicable to similarly situated executives.
For purposes of the policy, a "Change in Control" is defined as (i) the direct
or indirect acquisition in one or more transactions, other than from the
Company, by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of Company
voting securities in excess of 50% of the Company's voting securities unless
such acquisition either (A) has been approved by the Board or (B) is made by an
individual, entity or group that on March 1, 1994 beneficially owned 5% or more
of the Company's voting securities; or (ii) the
11
<PAGE> 12
consummation by the Company of a reorganization, merger or consolidation,
unless, following such reorganization, merger or consolidation, all or
substantially all of the individuals and entities who were the respective
beneficial owners of the outstanding Common Stock and Company voting securities
immediately prior to such reorganization, merger or consolidation beneficially
own, directly or indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors or trustees, as the case may be, of the entity resulting from such
reorganization, merger or consolidation in substantially the same proportion as
their ownership of the outstanding Common Stock and Company voting securities
immediately prior to such reorganization, merger or consolidation, as the case
may be. For purposes of the policy, the purchase of Shares pursuant to the Offer
would constitute a Change in Control.
COMPENSATION OF DIRECTORS
Under the Company's current policies, directors (other than employees of
the Company) are compensated $750 for each Board meeting attended and $750 for
each committee meeting attended other than committee meetings held in
conjunction with Board meetings, in which case the compensation is $500. In
addition, the Chairman of the Board (so long as he is not an employee of the
Company) receives $12,500 each quarter, and other directors (other than
employees of the Company) receive $3,000 each quarter. Committee chairpersons
receive an additional $500 for each meeting of a committee at which they
preside. Directors who are present employees of the Company receive no
additional compensation for their service on the Board or its committees.
Directors, whether or not employees of the Company, are eligible to receive
discretionary option grants pursuant to the 1992 Stock Option Plan.
INDEMNITY AGREEMENTS
In general, pursuant to the Company's Bylaws, directors and officers of the
Company and of its subsidiaries are entitled to indemnification to the fullest
extent provided by applicable law. In this regard, the Company has entered into
Indemnity Agreements with Messrs. Bach, Bushley, Dimond, Gildea, LeBuhn, Metz,
Meyer, Postelwait and Whitridge and Ms. Rudd, contractually obligating the
Company to indemnify such parties with respect to certain matters to the fullest
extent provided by applicable law. In addition, the Company's Restated
Certificate of Incorporation contains a provision, as permitted by the Delaware
General Corporation Law, that limits the personal liability of the Company's
directors to the Company and its stockholders for monetary damages for breaches
of their fiduciary duty of care. The provision does not change the liability of
a Company director for a breach of his or her duty of loyalty to the Company or
its stockholders, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, the declaration of
dividends in violation of Delaware law or in respect of any transaction from
which a director received an improper personal benefit. The Company understands
that certain members of the Company's former principal lending group (the
"Former Bank Group") entered into agreements with Mr. Bach pursuant to which he
is provided with certain standby indemnification rights in addition to the
rights he has as a director of the Company. The Company also understands that
certain members of the Former Bank Group entered into an agreement for the
benefit of Messrs. Bach, Dimond, Meyer and Whitridge, pursuant to which Former
Bank Group members agreed to release such individuals from liability for, and
not to sue such individuals on account of, any action taken or omitted to be
taken by them in their capacities as directors of the Company, except to the
extent any such action or omission is not in good faith or involves intentional
misconduct or a knowing violation of law.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
For the year ended December 31, 1994, the Compensation Committee of the
Board of Directors of the Company was responsible for the specific forms and
levels of compensation for the executive and other officers of the Company and
its subsidiaries.
12
<PAGE> 13
Executive Compensation Policies Generally
In carrying out its responsibilities with respect to the compensation
policies of the Company that were in place during 1994, the Compensation
Committee intended to provide compensation to the executive and other officers
of the Company and its subsidiaries at reasonably competitive levels in order to
retain qualified executive officers with a knowledge of the businesses of the
Company and its subsidiaries, as well as to provide an incentive for such
executive and other officers based upon the Company's long-term performance and
to enhance stockholder value.
It was the policy of the Compensation Committee in 1994 to attempt
generally to set executive cash compensation at levels that the Committee
believed to be below the median, and executive non-cash compensation at levels
that the Committee believed to be at or slightly above the median, of the range
of executive compensation at industrial manufacturing companies which the
Committee considered to be comparable to the Company and its subsidiaries in
size and circumstances. The Compensation Committee's assessment of the range of
executive compensation at comparable companies was based primarily upon
information supplied by a compensation consultant retained by the Committee, and
considered as well the experience of members of the Committee and publicly
available information.
The Compensation Committee views stock options and stock ownership by
executive officers as essential components of performance-based compensation,
since the value of stock options relates directly to the price of the Common
Stock, and thus ultimately to the Company's performance, thereby providing
executive officers with an additional incentive to focus their and the Company's
performance upon elements of financial strength that contribute to the
enhancement of stockholder value.
The Company does not anticipate that it will be affected in the near future
by Section 162(m) of the Internal Revenue Code, which imposes an annual limit of
$1,000,000 per person on the federal income tax deduction for executive
compensation. If the Company should determine that this limitation might impact
the Company, the Company would likely take the steps necessary to bring its
compensation programs into compliance with Section 162(m) so that the problem of
non-deductibility would be avoided.
Elements of Executive Compensation
Compensation of the executive and other officers of the Company and its
subsidiaries in 1994 consisted of the following three elements: base salary;
cash bonus; and stock option awards under the 1992 Stock Option Plan.
Base Salary. In considering the appropriateness of, and increases in,
base salaries for executive and other officers of the Company and its
subsidiaries for 1994, the Compensation Committee utilized salary data obtained
from a variety of sources, including outside consultants and publicly available
information. It was the primary intention of the Committee that the executive
officers of the Company and its subsidiaries be paid base salaries that are
below the median of base salaries for corresponding executive officers at
industrial manufacturing companies that the Committee considered to be
comparable to the Company and its subsidiaries in size and circumstances. The
Compensation Committee's assessment of the range of executive compensation at
comparable companies was based primarily upon information supplied by a
compensation consultant retained by the Committee, and considered as well the
experience of members of the Committee and publicly available information. To a
lesser extent, the Compensation Committee also considered a variety of other
factors in determining base salaries for individual executive officers,
including, among others, in declining order of importance: (i) the duties and
responsibilities inherent in each individual's position with the Company and its
subsidiaries; (ii) the historical achievements and performance of each
individual in meeting personal and career development goals, as well as
corporate performance goals that are related to the individual's area of
responsibility; (iii) the overall performance of the Company (without reference
to specific, preordained targets); and (iv) the general performance of the
Company relative to comparable companies. In light of these factors, as well as
of each individual's seniority, executive and other officers of the Company and
its subsidiaries are assigned to base salary grades, and are paid base salaries
that for 1994 were generally below the midpoints of those grades.
13
<PAGE> 14
Cash Bonus. Cash bonuses are intended by the Committee to provide
executive and other officers of the Company's subsidiaries with compensation
tied to the achievement of certain corporate and individual performance goals.
For 1994, cash bonuses were awarded to executive and other officers of Crosby
pursuant to a bonus plan adopted for Crosby by the Company's Board of Directors
in 1992, based upon Crosby's attainment in 1994 of the goals set forth in such
plan. In 1992, the Board also adopted a separate bonus plan for Harris; while
certain of the specific goals set forth in the Harris bonus plan were not
attained in 1994, the Compensation Committee nonetheless designated a limited
pool of funds at year-end 1994 for the payment of non-plan bonuses to certain of
the executive and other officers of Harris, as well as to the Chief Financial
Officer and certain other non-executive personnel of Amdura (for which no formal
bonus plan has been established), in recognition of individual performance and
achievement by such recipients during 1994.
Under the formal bonus plans adopted by the Board in 1992 for Crosby and
Harris, performance goals for a particular year may vary between Crosby and
Harris based on the achievement of certain predetermined corporate goals for
that year. In establishing the overall levels of cash bonus to be paid, both
Crosby and Harris assign roughly one-third weight to the attainment of certain
threshold, target and maximum levels of operating income; one-fourth weight to
similar levels of cash flow; and one-fifth weight to levels of reduction in
average days of inventory on hand. In addition, Crosby assigns one-fourth weight
each to goals related to gross margin on new products and to sales presentations
made to distributors and end-users of Crosby's products, while Harris assigns
one-tenth weight to goals concerning gross margin and the level of direct labor
as a proportion of its total work force. Once the overall bonus level at each
subsidiary has been established in accordance with the foregoing weighing, the
actual amount of each individual bonus is determined based upon the individual's
base salary grade.
Stock Options. The grant of stock options is intended to provide
long-term, performance-based incentive compensation to option recipients.
Options are also intended to provide option recipients with an incentive to
increase and promote stockholder value by directly allying the interests of
management with the market value of the Company's stock.
Each option is granted with an exercise price of 100% of the fair market
value on the date of grant of the shares of stock issuable upon exercise of the
option, and has a ten-year term. Options typically vest over a four-year period.
The Stock Option Committee of the Company's Board of Directors specifically
reviews and acts upon recommendations made by the Chief Executive Officer
regarding the stock option awards to be made to the Company's executive
officers. In 1994 the Stock Option Committee made stock option grants to certain
executive officers. See "Executive Compensation--Stock Options." Stock option
grants in 1994 were generally made by the Stock Option Committee in the context
of the Company's 1993 and 1994 performance,
the responsibility level and performance of the executive, levels of prior
grants of stock options, if any, to the particular executive, and historical and
current grants to all other past and current option holders, taking into account
the Company's preference for long-term stock performance based compensation.
There is no formula on which the grants to executive officers are based, nor is
any one factor given any specific weight. The Stock Option Committee places
particular emphasis on seeking to assure that each executive officer's total
option holdings provide an appropriate balance between long-term incentives and
the other components of each executive's compensation.
Compensation of Chief Executive Officer
Prior to his resignation effective November 30, 1994, the compensation for
William F. Andrews, Chairman, President and Chief Executive Officer of the
Company, was determined through a process similar to the policies and procedures
discussed above for executive officers in general. The Compensation Committee's
approach in setting Mr. Andrews's target annual compensation was to seek to be
competitive with other companies in the capital goods industry, but also to base
a significant portion of his target compensation upon the attainment of
objective performance goals. This arrangement provided incentives for Mr.
Andrews to lead the Company towards clearly defined performance goals, while
still providing compensation stability in the form of the base salary element of
the compensation package.
14
<PAGE> 15
The compensation of James A. Bach, President and Chief Operating Officer of
the Company (who performed duties substantially similar to those of Mr.
Andrews's following Mr. Andrews's resignation, and who was included in the
Summary Compensation Table for such period solely for that reason) represented
the continuation without change of Mr. Bach's compensation as an executive
officer of the Company prior to Mr. Andrews's resignation.
In January 1994, the Compensation Committee established a base salary for
Mr. Andrews for 1994. Mr. Andrews's long-term incentive compensation for 1994
was awarded in accordance with the policies described above for all executive
officers. In February 1994, Mr. Andrews was granted an option to purchase
150,000 shares of Common Stock with an option price of $2.25 per share, this
price being not less than the fair market value of the Common Stock on the day
immediately preceding the date of the grant. See "Executive Compensation--Stock
Options." Options to purchase 97,500 shares expired upon Mr. Andrews's
resignation effective November 30, 1994.
The foregoing report has been furnished by the members of the Compensation
Committee.
MARVIN L. DIMOND PAUL C. MEYER TRACEY L. RUDD
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1994, Messrs. Bach (former Chairman), Dimond and Meyer (current
Chairman) and Ms. Rudd served as members of the Compensation Committee of the
Board of Directors; Mr. Bach is no longer a member of the Committee. None of the
current members of the Compensation Committee is or has been an employee of the
Company. Ms. Rudd is an executive officer of ING Equity Partners L.P. I, an
affiliate of Internationale Nederlanden Bank N.V. See "Securities Ownership of
Certain Beneficial Owners and Management." Internationale Nederlanden Bank N.V.
was one of the lenders under the Company's Senior and Subordinated Term Loan
Agreements which were terminated on September 30, 1994 (the "Old Loan
Agreements"). At December 31, 1994, there was no outstanding principal
indebtedness of the Company under the Old Loan Agreements. During the year ended
December 31, 1994, the Company paid aggregate interest under the Old Loan
Agreements of $1,281,773 including interest payments to Internationale
Nederlanden Bank N.V. of $317,150.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Gildea is the General Partner and Managing Director of Gildea
Management Co., L.P., which has been an advisor to The Network Company II
Limited; Mr. LeBuhn was throughout 1994 Chairman of Investor International
(U.S.), Inc., an affiliate of Investor AB; and Ms. Rudd is an executive officer
of ING Equity Partners L.P. I, an affiliate of Internationale Nederlanden Bank
N.V. See "Securities Ownership of Certain Beneficial Owners and Management." The
Network Company II Limited, Investor International (U.S.), Inc. and
Internationale Nederlanden Bank N.V. were three of the lenders under the Old
Loan Agreements. At December 31, 1994, there was no outstanding principal
indebtedness of the Company under the Old Loan Agreements. During the year ended
December 31, 1994, the Company paid aggregate interest under the Old Loan
Agreements of $1,281,773 including interest payments to The Network Company II
Limited, Investor International (U.S.), Inc. and Internationale Nederlanden Bank
N.V. of $47,662, $273,665 and $317,150 respectively.
15
<PAGE> 16
PERFORMANCE GRAPH
The following chart represents a comparison of the closing prices of the
Common Stock on December 31, 1991, 1992, 1993 and 1994, with the values of the
Standard & Poor's 500 Composite Index and the Standard & Poor's Manufacturing
(Diversified Industrials) Index at December 31, 1989, 1990, 1991, 1992, 1993 and
1994. Information regarding the performance of the Common Stock is presented
only for December 31, 1991, 1992, 1993 and 1994 as these are the only four
year-end dates within the preceding five years on which shares of the Company's
post-bankruptcy Common Stock have been traded. For purposes of the graph,
December 31, 1991 = 100.
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
AMDURA Corporation............................ -- -- 100 45 43 34
Standard & Poor's 500 Composite Index......... 85 79 100 104 112 110
Standard & Poor's Manufacturing
(Diversified Industrials) Index............. 93 90 100 115 137 139
</TABLE>
OTHER MATTERS
Under the federal securities laws, the Company's directors, executive
officers and persons holding more than 10% of the Common Stock of the Company
are required to report, within specified monthly and annual due dates, their
initial ownership and all subsequent acquisitions, dispositions or other
transfers of interest in Common Stock, if and to the extent that reportable
events occur that require such reporting. The Company is required to describe in
this Information Statement whether it has knowledge that any person required to
file such reports may have failed to do so in a timely manner. All of these
filing requirements were satisfied during 1994. In making the foregoing
disclosure, the Company has relied solely upon representations of its directors
and executive officers and copies of the reports that have been filed with the
Commission.
AMDURA CORPORATION
April 10, 1995
16
<PAGE> 17
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF PARENT AND PURCHASER
DIRECTORS AND EXECUTIVE OFFICERS OF PARENT
The following table sets forth the name and current business address,
citizenship and present principal occupation or employment, and material
occupations, positions, offices or employments and business addresses thereof
for the past five years of each director and executive officer of Parent. Unless
otherwise indicated, the current business address of each person is c/o FKI plc,
West House, King Cross Road, Halifax, West Yorkshire HX1 1EB, England. Unless
otherwise indicated, all addresses are within England. Unless otherwise
indicated, each such person is a citizen of the United Kingdom and has held his
or her present position as set forth below for the past five years. Unless
otherwise indicated, each occupation set forth opposite an individual's name
refers to employment with Parent.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
POSITION HELD YEARS AND BUSINESS ADDRESSES THEREOF
- ---------------------- ---------------------------------------------------------------------
<S> <C>
Jeffrey Whalley....... Executive Director and Chairman since April 1991; Deputy Chairman of
Babcock International Group PLC since May 1989, The Lodge, Church
Street, Badminton Court, Amersham, Buckinghamshire HP7 0DD.
Robert G. Beeston..... Executive Director and Group Chief Executive since January 1992;
Executive Director of BTR International, August 1991 to December
1991; Managing Director of BTR Valve Group, February 1987 to July
1991, Silvertown House, Vincent Square, London SW1.
Eric J. Bowers........ Executive Director and Finance Director since October 1989.
Robert S. Murray...... Non-executive Director since April 1991; Executive Director and
Chairman of Omega plc since May 1992, Foxbridge Way, Normantown,
Wakefield, West Yorkshire; Executive Director of The Sovereign
Capital Corporation since July 1990, Foxbridge Way, Normantown,
Wakefield, West Yorkshire; Executive Director of Sterling Capital
Developments plc since May 1992, Foxbridge Way, Normantown,
Wakefield, West Yorkshire.
John S. Rodewig*...... Non-executive Director since April 1993; Director of Eaton
Corporation, Eaton Center, Cleveland, Ohio 44114 since January 1992;
President & Chief Operating Officer--Vehicle Components of Eaton
Corporation since September 1993; President and Chief Operating
Officer of Eaton Corporation, January 1992 to August 1993; President
Elect and Chief Operating Officer of Eaton Corporation, September
1991 to December 1991; President and Director of Truck Components
Group of Eaton Corporation, January 1990 to August 1991.
Arthur S. Walsh....... Non-executive Director since May 1991; Deputy Chairman since May
1993; Non-executive Director and Chairman of National
Transcommunications Limited since October 1991, Crawley Court,
Winchester, Hampshire SQ21 2QA; Non-executive Director and Chairman
of Telemetrix plc since December 1991, Knaves Beech Estate,
Loudwater, High Wycombe, Buckinghamshire HP10 9QZ.
Michael J. R.
Porter.............. Company Secretary since October 1989.
</TABLE>
- ---------
* Citizen of the United States of America.
I-I
<PAGE> 18
DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER
The following table sets forth the name and current business address,
citizenship, position with Purchaser and present principal occupation or
employment, and material occupations, positions, offices or employments and
business addresses thereof for the past five years of each director and
executive officer of Purchaser. Unless otherwise indicated, the current business
address of each person is c/o FKI Industries Inc. ("Industries"), 425 Post Road,
Fairfield, Connecticut 06430-0970. Each such person is a citizen of the United
States of America unless otherwise indicated, and, unless otherwise indicated,
each occupation set forth opposite an individual's name refers to employment
with Parent.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME AND MATERIAL POSITIONS HELD DURING THE PAST FIVE
POSITION HELD YEARS AND BUSINESS ADDRESSES THEREOF
- ---------------------- ---------------------------------------------------------------------
<S> <C>
Robert Sook........... President and Director of Purchaser; President--FKI Material Handling
Group since June 1992, 4601 Six Forks Road, Raleigh, North Carolina
27609; President--BTR Value Group, January 1992 to May 1992, 4601 Six
Forks Road, Raleigh, North Carolina 27609; President--Edwards Valve
Inc., November 1989 to December 1991, 1800 South Saunders Street,
Raleigh, North Carolina 27603.
Steven D. Jones**..... Vice President and Director of Purchaser; Director of Corporate
Planning of Parent since April 1992, West House, King Cross Road,
Halifax, West Yorkshire HX1 1EB, England; Managing Director of FKI
Engineering Products Group, January 1990 to March 1992, West House,
King Cross Road, Halifax, West Yorkshire HX1 1EB, England.
Robert M. Miller...... Vice President, Secretary and Director of Purchaser; Vice President,
Legal and Secretary and Director of Industries since January 1990,
425 Post Road, Fairfield, Connecticut 06430-0970.
Neil Bamford**........ Director of Purchaser; Group Chief Accountant of Parent since October
1989, West House, King Cross Road, Halifax, West Yorkshire HX1 1EB,
England.
Diana M. Dampsy***.... Treasurer of Purchaser; Vice President--Finance of Industries since
November 1994, 425 Post Road, Fairfield, Connecticut 06430-0970;
Secretary and Treasurer of FKI Industries Canada Limited, April 1989
to October 1994, 234 Attwell Drive, Rexdale, Toronto, Ontario M9W
5B3, Canada.
</TABLE>
- ---------
** Citizen of the United Kingdom.
*** Citizen of Canada.
I-II
