SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
Katy Industries, Inc.
(Name of Issuer)
Common Stock, One Dollar ($1.00) par value
(Title of Class of Securities)
486026107
(CUSIP Number)
Philip E. Johnson, Esq.
Bennington, Johnson, Ruttum & Reeve
370 17th Street, Suite 2480
Denver, Colorado 80202
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 11, 1994
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box.
Check the following box if a fee is being paid with the
statement. (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 131 Pages
<PAGE>
CUSIP No. 486026107 13D Page 2 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Denis H. Carroll
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
22,940
8. SHARED VOTING POWER
3,396,462
9. SOLE DISPOSITIVE POWER
22,940
10. SHARED DISPOSITIVE POWER
3,396,462
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,419,402
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.9%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 486026107 13D Page 3 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philip E. Johnson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
20,650
8. SHARED VOTING POWER
3,725,926
9. SOLE DISPOSITIVE POWER
20,650
10. SHARED DISPOSITIVE POWER
3,725,926
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,746,576
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.5%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 486026107 13D Page 4 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wallace E. Carroll, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
147,075
8. SHARED VOTING POWER
2,866,504
9. SOLE DISPOSITIVE POWER
147,075
10. SHARED DISPOSITIVE POWER
2,866,504
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,013,579
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.4%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 486026107 13D Page 5 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lelia Carroll
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
146,416
8. SHARED VOTING POWER
2,901,242
9. SOLE DISPOSITIVE POWER
146,416
10. SHARED DISPOSITIVE POWER
2,901,242
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,047,658
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.8%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 486026107 13D Page 6 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Wallace E. Carroll Trust U/A Dated 2/1/54 F/B/O
Lelia Carroll
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
2,052,500
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
2,052,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,052,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.8%
14. TYPE OF REPORTING PERSON*
OO
<PAGE>
CUSIP No. 486026107 13D Page 7 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Lelia H. Carroll Trust U/A Dated 3/1/55
F/B/O Lelia Carroll
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
2,052,500
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
2,052,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,052,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.8%
14. TYPE OF REPORTING PERSON*
OO
<PAGE>
CUSIP No. 486026107 13D Page 8 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Wallace E. Carroll Trust U/A Dated 7/1/57
F/B/O Wallace E. Carroll, Jr. and his descendants
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
2,151
8. SHARED VOTING POWER
2,052,500
9. SOLE DISPOSITIVE POWER
2,151
10. SHARED DISPOSITIVE POWER
2,052,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,054,651
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.8%
14. TYPE OF REPORTING PERSON*
OO
<PAGE>
CUSIP No. 486026107 13D Page 9 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Wallace E. Carroll Trust U/A Dated 7/1/57
F/B/O Denis H. Carroll and his descendants
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
2,151
8. SHARED VOTING POWER
2,052,500
9. SOLE DISPOSITIVE POWER
2,151
10. SHARED DISPOSITIVE POWER
2,052,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,054,651
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.8%
14. TYPE OF REPORTING PERSON*
OO
<PAGE>
CUSIP No. 486026107 13D Page 10 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Wallace E. Carroll Trust U/A Dated 7/1/57
F/B/O Lelia Carroll and her descendants
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
2,151
8. SHARED VOTING POWER
2,052,500
9. SOLE DISPOSITIVE POWER
2,151
10. SHARED DISPOSITIVE POWER
2,042,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,052,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.8%
14. TYPE OF REPORTING PERSON*
OO
<PAGE>
CUSIP No. 486026107 13D Page 11 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Wallace E. Carroll Trust U/A Dated 5/1/58
F/B/O Wallace E. Carroll, Jr. and his descendants
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
372,120
8. SHARED VOTING POWER
2,052,500
9. SOLE DISPOSITIVE POWER
372,120
10. SHARED DISPOSITIVE POWER
2,052,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,424,620
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.9%
14. TYPE OF REPORTING PERSON*
OO
<PAGE>
CUSIP No. 486026107 13D Page 12 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Wallace E. Carroll Trust U/A Dated 5/1/58
F/B/O Denis H. Carroll and his descendants
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
372,120
8. SHARED VOTING POWER
2,052,500
9. SOLE DISPOSITIVE POWER
372,120
10. SHARED DISPOSITIVE POWER
2,052,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,424,620
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.9%
14. TYPE OF REPORTING PERSON*
OO
<PAGE>
CUSIP No. 486026107 13D Page 13 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Wallace E. Carroll Trust U/A Dated 5/1/58
F/B/O Lelia Carroll and her descendants
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
372,120
8. SHARED VOTING POWER
2,052,500
9. SOLE DISPOSITIVE POWER
372,120
10. SHARED DISPOSITIVE POWER
2,052,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,424,620
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.9%
14. TYPE OF REPORTING PERSON*
OO
<PAGE>
CUSIP No. 486026107 13D Page 14 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Lelia H. Carroll Trust U/A Dated 7/12/62
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
288,405
8. SHARED VOTING POWER
431,788
9. SOLE DISPOSITIVE POWER
288,405
10. SHARED DISPOSITIVE POWER
431,788
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
720,193
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
14. TYPE OF REPORTING PERSON*
OO
<PAGE>
CUSIP No. 486026107 13D Page 15 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CRL, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
718,680
8. SHARED VOTING POWER
1,333,820
9. SOLE DISPOSITIVE POWER
718,680
10. SHARED DISPOSITIVE POWER
1,333,820
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,052,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.8%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP No. 486026107 13D Page 16 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Wallace E. Carroll Estate
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
53,598
8. SHARED VOTING POWER
2,052,500
9. SOLE DISPOSITIVE POWER
53,598
10. SHARED DISPOSITIVE POWER
2,052,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,106,098
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.1%
14. TYPE OF REPORTING PERSON*
OO
<PAGE>
CUSIP No. 486026107 13D Page 17 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Wallace E. Carroll Trust U/A Dated 1/20/61
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
60,787
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
60,787
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,787
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
14. TYPE OF REPORTING PERSON*
OO
<PAGE>
CUSIP No. 486026107 13D Page 18 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Wallace E. and Lelia H. Carroll Trust U/A Dated
12/15/78
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
30,000
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
30,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
14. TYPE OF REPORTING PERSON*
OO
<PAGE>
CUSIP No. 486026107 13D Page 19 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Wallace E. Carroll, Jr. Trust #1 U/A Dated 12/30/76
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
1,000
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
1,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
14. TYPE OF REPORTING PERSON*
OO
<PAGE>
CUSIP No. 486026107 13D Page 20 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Wallace E. Carroll, Jr. Trust #2 U/A Dated 12/30/76
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
774
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
774
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
774
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
14. TYPE OF REPORTING PERSON*
OO
<PAGE>
CUSIP No. 486026107 13D Page 21 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Carroll Foundation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
40,908
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
40,908
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,908
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
14. TYPE OF REPORTING PERSON*
OO
<PAGE>
CUSIP No. 486026107 13D Page 22 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lelia H. Carroll
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
69,762
8. SHARED VOTING POWER
108,481
9. SOLE DISPOSITIVE POWER
69,762
10. SHARED DISPOSITIVE POWER
108,481
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
178,481
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 486026107 13D Page 23 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pamela C. Crigler
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
1,780
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
1,780
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,780
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 486026107 13D Page 24 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gage Partnership, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
7,691
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
7,691
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,691
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>
CUSIP No. 486026107 13D Page 25 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gage Partnership 1989, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
2,207
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
2,207
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,207
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>
CUSIP No. 486026107 13D Page 26 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gage Partnership 1990, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
5,252
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
5,252
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,252
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>
CUSIP No. 486026107 13D Page 27 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gage Partnership 1991, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
19,406
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
19,406
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,406
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>
CUSIP No. 486026107 13D Page 28 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Z Liquidation Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
645,000
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
645,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
645,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP No. 486026107 13D Page 29 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LeWa Company
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
416,338
8. SHARED VOTING POWER
15,450
9. SOLE DISPOSITIVE POWER
416,338
10. SHARED DISPOSITIVE POWER
15,450
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
431,788
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
CUSIP No. 486026107 13D Page 30 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Amelia M. Carroll
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
6,164
8. SHARED VOTING POWER
2,801,044
9. SOLE DISPOSITIVE POWER
6,164
10. SHARED DISPOSITIVE POWER
2,801,044
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,807,208
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.1%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 486026107 13D Page 31 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arthur R. Miller
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
2,801,043
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
2,801,043
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,801,043
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 486026107 13D Page 32 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brooke H. Johnson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
-0-
8. SHARED VOTING POWER
2,052,500
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
2,052,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,052,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.8%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 486026107 13D Page 33 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marital Trust Created Under the Will of Wallace E.
Carroll
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
55,121
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
55,121
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,121
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
14. TYPE OF REPORTING PERSON*
OO
<PAGE>
CUSIP No. 486026107 13D Page 34 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WEC Partnership, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
16,501
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
16,501
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,501
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>
CUSIP No. 486026107 13D Page 35 of 131 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SIS Partnership, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
19,552
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
19,552
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,552
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>
AMENDMENT NO. 14
TO SCHEDULE 13D
This statement relates to the Common Stock, $1.00 par
value per share (the "Shares"), of Katy Industries, Inc. (the
"Company"). This statement is being filed in accordance with
Item 101(a)(2)(ii) of Regulation S-T promulgated by the
Securities and Exchange Commission in connection with the
Commission's Electronic Data Gathering, Analysis and Retrieval
system ("EDGAR"). Accordingly, Items 1 through 7 have been
amended and restated in their entirety from the initial filing of
this statement on January 15, 1992 (the "Initial Filing").
This restated and amended statement on Schedule 13D is
jointly filed by Denis H. Carroll, Philip E. Johnson, Wallace E.
Carroll, Jr., Lelia Carroll, The Wallace E. Carroll Trust U/A
Dated 2/1/54 F/B/O Lelia Carroll (the "LC '54 Trust"), The Lelia
H. Carroll Trust U/A Dated 3/1/55 F/B/O Lelia Carroll (the "LC
'55 Trust"), The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O
Wallace E. Carroll, Jr. and his descendants (the "WEC Jr. '57
Trust"), The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O
Denis H. Carroll and his descendants (the "DHC '57 Trust"), The
Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Lelia Carroll and
her descendants (the "LC '57 Trust"), The Wallace E. Carroll
Trust U/A Dated 5/1/58 F/B/O Wallace E. Carroll, Jr. and his
descendants (the "WEC Jr. '58 Trust"), The Wallace E. Carroll
Trust U/A Dated 5/1/58 F/B/O Denis H. Carroll and his descendants
(the "DHC '58 Trust"), The Wallace E. Carroll Trust U/A Dated
5/1/58 F/B/O Lelia Carroll and her descendants (the "LC '58
Trust"), The Lelia H. Carroll Trust U/A Dated 7/12/62 (the "'62
Trust"), The Wallace E. Carroll Trust U/A Dated 1/20/61 (the "'61
Trust"), The Wallace E. and Lelia H. Carroll Trust U/A Dated
12/15/78 (the "'78 Trust"), The Wallace E. Carroll, Jr. Trust
Number 1 U/A Dated 12/30/76 (the "'76 Trust Number 1"), The
Wallace E. Carroll, Jr. Trust Number 2 U/A Dated 12/30/76 (the
"'76 Trust Number 2"), CRL, Inc., a Delaware corporation ("CRL"),
The Wallace E. Carroll Estate, The Carroll Foundation, Lelia H.
Carroll, Pamela C. Crigler, Gage Partnership, Ltd., a Colorado
limited partnership ("Gage Ltd."), Gage Partnership 1989, Ltd., a
Colorado limited partnership ("Gage 1989"), Gage Partnership
1990, Ltd., a Colorado limited partnership ("Gage 1990"), Gage
Partnership 1991, Ltd., a Colorado limited partnership ("Gage
1991"), Z Liquidation Corporation, an Illinois corporation, LeWa
Company, an Illinois corporation ("LeWa"), Amelia M. Carroll,
Arthur R. Miller, Brooke H. Johnson, the Marital Trust Created
Under the Will of Wallace E. Carroll (the "Marital Trust"), WEC
Partnership, Ltd., a Colorado partnership, and SIS Partnership,
Ltd., a Colorado partnership, pursuant to a Joint 13D Filing
Agreement dated as of September 1, 1992, as amended
(collectively, the "Reporting Persons").
Page 36 of 131 Pages
<PAGE>
Item 1. Security and Issuer
Item 1 is hereby restated in its entirety as follows:
Common stock, One Dollar ($1.00) par value, of Katy
Industries, Inc., 853 Dundee Avenue, Elgin, Illinois 60120.
Item 2. Identity and Background
Item 2 is hereby restated and amended in its entirety
as follows:
A. Denis H. Carroll
a. Denis H. Carroll
b. CRL Industries, Inc.
2345 Waukegan Road, Suite S-200
Bannockburn, Illinois 60015-1528
c. Vice President and Chairman of CRL Industries,
Inc.
d. Negative
e. Negative
f. United States Citizen
B. Philip E. Johnson
a. Philip E. Johnson
b. c/o Bennington, Johnson, Ruttum & Reeve
370 17th Street, Suite 2480
Denver, Colorado 80202
c. Partner with Bennington, Johnson, Ruttum & Reeve,
Attorneys at Law, 370 17th Street, Suite 2480,
Denver, Colorado 80202
d. Negative
e. Negative
f. United States Citizen
C. Wallace E. Carroll, Jr.
a. Wallace E. Carroll, Jr.
b. c/o CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, Colorado 80111
c. Chairman and Vice President of CRL, Inc.
d. Negative
e. Negative
f. United States Citizen
D. Lelia Carroll
a. Lelia Carroll
b. c/o CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, Colorado 80111
Page 37 of 131 Pages
<PAGE>
c. Vice President and Director of CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, Colorado 80111
d. Negative
e. Negative
f. United States Citizen
E. The Wallace E. Carroll Trust U/A Dated 2/1/54 F/B/O
Lelia Carroll
a. The Wallace E. Carroll Trust U/A Dated 2/1/54
F/B/O Lelia Carroll
b. c/o CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, Colorado 80111
c. Not applicable
d. Negative
e. Negative
f. Illinois
F. The Lelia H. Carroll Trust U/A Dated 3/1/55 F/B/O Lelia
Carroll
a. The Wallace E. Carroll Trust U/A Dated 3/1/55
F/B/O Lelia Carroll
b. c/o CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, Colorado 80111
c. Not applicable
d. Negative
e. Negative
f. Illinois
G. The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O
Wallace E. Carroll, Jr. and his descendants
a. The Wallace E. Carroll Trust U/A Dated 7/1/57
F/B/O Wallace E. Carroll, Jr. and his descendants
b. c/o CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, Colorado 80111
c. Not applicable
d. Negative
e. Negative
f. Illinois
H. The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O
Denis H. Carroll and his descendants
a. The Wallace E. Carroll Trust U/A Dated 7/1/57
F/B/O Denis H. Carroll and his descendants
b. c/o CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, Colorado 80111
Page 38 of 131 Pages
<PAGE>
c. Not applicable
d. Negative
e. Negative
f. Illinois
I. The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O
Lelia Carroll and her descendants
a. The Wallace E. Carroll Trust U/A Dated 7/1/57
F/B/O Lelia Carroll and her descendants
b. c/o CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, Colorado 80111
c. Not applicable
d. Negative
e. Negative
f. Illinois
J. The Wallace E. and Lelia H. Carroll Trust U/A Dated
5/1/58 F/B/O Wallace E. Carroll, Jr. and his
descendants
a. The Wallace E. and Lelia H. Carroll Trust U/A
Dated 5/1/58 F/B/O Wallace E. Carroll, Jr. and his
descendants
b. c/o CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, Colorado 80111
c. Not applicable
d. Negative
e. Negative
f. Illinois
K. The Wallace E. and Lelia H. Carroll Trust U/A Dated
5/1/58 F/B/O Denis H. Carroll and his descendants
a. The Wallace E. and Lelia H. Carroll Trust U/A
Dated 5/1/58 F/B/O Denis H. Carroll and his
descendants
b. c/o CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, Colorado 80111
c. Not applicable
d. Negative
e. Negative
f. Illinois
L. The Wallace E. and Lelia H. Carroll Trust U/A Dated
5/1/58 F/B/O Lelia Carroll and her descendants
a. The Wallace E. and Lelia H. Carroll Trust U/A
Dated 5/1/58 F/B/O Lelia Carroll and her
descendants
Page 39 of 131 Pages
<PAGE>
b. c/o CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, Colorado 80111
c. Not applicable
d. Negative
e. Negative
f. Illinois
M. The Lelia H. Carroll Trust U/A Dated 7/12/62
a. The Lelia H. Carroll Trust U/A Dated 7/12/62
b. c/o CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, CO 80111
c. Not Applicable
d. Negative
e. Negative
f. Illinois
N. The Wallace E. Carroll Trust U/A Dated 1/20/61
a. The Wallace E. Carroll Trust U/A Dated 1/20/61
b. c/o CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, CO 80111
c. Not applicable
d. Negative
e. Negative
f. Illinois
O. The Wallace E. and Lelia H. Carroll Trust U/A Dated
12/15/78
a. The Wallace E. and Lelia H. Carroll Trust U/A
Dated 12/15/78
b. c/o CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, CO 80111
c. Not applicable
d. Negative
e. Negative
f. Illinois
P. The Wallace E. Carroll, Jr. Trust Number 1 U/A Dated
12/30/76
a. The Wallace E. Carroll, Jr. Trust Number 1 U/A
Dated 12/30/76
b. c/o CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, CO 80111
Page 40 of 131 Pages
<PAGE>
c. Not applicable
d. Negative
e. Negative
f. Illinois
Q. The Wallace E. Carroll, Jr. Trust Number 2 U/A Dated
12/30/76
a. The Wallace E. Carroll, Jr. Trust Number 2 U/A
Dated 12/30/76
b. c/o CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, CO 80111
c. Not applicable
d. Negative
e. Negative
f. Illinois
R. CRL, Inc.
a. CRL, Inc.
b. State of Incorporation: Delaware
c. Principal Business: A diversified holding company
6300 S. Syracuse, Suite 300
Englewood, Colorado 80111
d. Negative
e. Negative
Executive Officers & Directors of CRL, Inc.
John R. Prann, Jr.
a. John R. Prann, Jr. (President and Director)
b. CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, CO 80111
c. President and Director of CRL, Inc. and
President and CEO of Katy Industries, Inc.
d. Negative
e. Negative
f. United States Citizen
Wallace E. Carroll, Jr. (Chairman, Director and
Vice President)
(information provided above)
Lelia Carroll (Vice President and Director)
(information provided above)
Page 41 of 131 Pages
<PAGE>
Jonathan Johnson
a. Jonathan Johnson (Vice President, Chief
Financial Officer and Secretary)
b. CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, CO 80111
c. Vice President, Chief Financial Officer and
Secretary of CRL, Inc.
d. Negative
e. Negative
f. United States Citizen
S. The Wallace E. Carroll Estate
a. The Wallace E. Carroll Estate
b. c/o Philip Johnson
Bennington, Johnson, Ruttum & Reeve
370 17th Street, Suite 2480
Denver, Colorado 80202
c. Not Applicable
d. Negative
e. Negative
f. Illinois
T. The Carroll Foundation
a. The Carroll Foundation
b. c/o Philip E. Johnson
Bennington, Johnson, Ruttum & Reeve
370 17th Street, Suite 2480
Denver, Colorado 80202
c. Not applicable
d. Negative
e. Negative
f. Colorado
U. Lelia H. Carroll
a. Lelia H. Carroll
b. c/o Philip E. Johnson
Bennington, Johnson, Ruttum & Reeve
370 17th Street, Suite 2480
Denver, Colorado 80202
c. Not applicable
d. Negative
e. Negative
f. United States
V. Pamela C. Crigler
a. Pamela C. Crigler
Page 42 of 131 Pages
<PAGE>
b. c/o CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, Colorado 80111
c. Not applicable
d. Negative
e. Negative
f. United States
W. Gage Partnership, Ltd.
a. Gage Partnership. Ltd.
b. State of Organization: Colorado
c. Principal Business: investment partnership
c/o Philip E. Johnson
Bennington, Johnson, Ruttum & Reeve
370 17th Street, Suite 2480
Denver, Colorado 80202
d. Negative
e. Negative
General Partner of Gage Partnership, Ltd.
Philip E. Johnson
(information provided above)
X. Gage Partnership 1989, Ltd.
a. Gage Partnership 1989, Ltd.
b. State of Organization: Colorado
c. Principal Business: investment partnership
c/o Philip E. Johnson
Bennington, Johnson, Ruttum & Reeve
370 17th Street, Suite 2480
Denver, Colorado 80202
d. Negative
e. Negative
General Partner of Gage Partnership 1989, Ltd.
Philip E. Johnson
(information provided above)
Y. Gage Partnership 1990, Ltd.
a. Gage Partnership 1990, Ltd.
b. State of Organization: Colorado
c. Principal Business: investment partnership
c/o Philip E. Johnson
Bennington, Johnson, Ruttum & Reeve
370 17th Street, Suite 2480
Denver, Colorado 80202
Page 43 of 131 Pages
<PAGE>
d. Negative
e. Negative
General Partner of Gage Partnership 1990, Ltd.
Philip E. Johnson
(information provided above)
Z. Gage Partnership 1991, Ltd.
a. Gage Partnership 1991, Ltd.
b. State of Organization: Colorado
c. Principal Business: investment partnership
c/o Philip E. Johnson
Bennington, Johnson, Ruttum & Reeve
370 17th Street, Suite 2480
Denver, Colorado 80202
d. Negative
e. Negative
General Partner of Gage Partnership 1991, Ltd.
Denis H. Carroll
(information provided above)
AA. Z Liquidation Corporation
a. Z Liquidation Corporation
b. State of Incorporation: Illinois
c. Principal Business: holding company
6300 S. Syracuse, Suite 300
Englewood, CO 80111
d. Negative
e. Negative
Executive Officers and Directors of Z Liquidation
Corporation
Wallace E. Carroll, Jr. (Chairman and Director)
(information provided above)
Lelia Carroll (Vice President and Director)
(information provided above)
John R. Prann, Jr. (President and Director)
(information provided above)
Page 44 of 131 Pages
<PAGE>
Jonathan Johnson (Secretary and Treasurer)
(information provided above)
BB. LeWa Company
a. LeWa Company
b. State of Incorporation: Illinois
c. Principal Business: real estate management
6300 S. Syracuse, Suite 300
Englewood, CO 80111
d. Negative
e. Negative
Executive Officers and Directors of LeWa Company
Philip E. Johnson (President)
(information provided above)
Byron Prais (Executive Vice President)
a. Byron Prais
b. c/o CRL Industries, Inc.
2345 Waukegan Road, Suite S-200
Bannockburn, Illinois 60015-1528
c. Executive Vice President of LeWa Company
d. Negative
e. Negative
f. United States Citizen
Jonathan Johnson (Chief Financial Officer,
Vice President and Secretary)
(information provided above)
Barry J. Carroll (Vice President and Director)
(information provided above)
Wallace E. Carroll, Jr. (Vice President and
Director)
(information provided above)
Denis H. Carroll (Vice President and Director)
(information provided above)
Lelia Carroll (Vice President and Director)
(information provided above)
Page 45 of 131 Pages
<PAGE>
CC. Amelia M. Carroll
a. Amelia M. Carroll
b. c/o CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, Colorado 80111
c. Counselor - Ponderosa High School
7007 East Bayou Gulch Road
Parker, Colorado 80134
d. Negative
e. Negative
f. United States
DD. Arthur R. Miller
a. Arthur R. Miller
b. Holleb & Coff
2345 Waukegan Road, Suite S-200
Bannockburn, Illinois 60015-1528
c. Partner, Holleb & Coff Attorneys at Law
55 East Monroe Street, Suite 4100
Chicago, Illinois 60603-5896
d. Negative
e. Negative
f. United States
EE. Brooke H. Johnson
a. Brooke H. Johnson
b. c/o CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, Colorado 80111
c. Not applicable
d. Negative
e. Negative
f. United States
FF. Marital Trust Created Under the Will of Wallace E.
Carroll
a. Marital Trust Created Under the Will of Wallace E.
Carroll
b. State of Organization:
c. Principal Business: estate planning vehicle
c/o Bennington, Johnson, Ruttum & Reeve
370 17th Street, Suite 2480
Denver, Colorado 80202
d. Negative
e. Negative
Page 46 of 131 Pages
<PAGE>
GG. WEC Partnership, Ltd.
a. WEC Partnership, Ltd.
b. State of Organization: Colorado
c. Principal Business: estate planning vehicle
c/o CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, Colorado 80111
d. Negative
e. Negative
General Partner of WEC Partnership, Ltd.
Wallace E. Carroll, Jr.
(information provided above)
HH. SIS Partnership, Ltd.
a. SIS Partnership, Ltd.
b. State of Organization: Colorado
c. Principal Business: estate planning vehicle
c/o CRL, Inc.
6300 S. Syracuse, Suite 300
Englewood, Colorado 80111
d. Negative
e. Negative
General Partner of SIS Partnership, Ltd.
Lelia Carroll
(information provided above)
Page 47 of 131 Pages
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby restated and amended in its entirety
as follows:
This amended and restated statement is being filed for
the purpose of reporting execution of the definitive
documentation relating to the credit agreements referred to below
and for the purpose of filing such credit agreements as exhibits
to this statement.
The total amount of funds required by Lelia Carroll to
make the purchases of Shares reported under Item 5(c) was
$3,190,857.50 (including commissions). The total amount of funds
required by Wallace E. Carroll, Jr. to make the purchases of
Shares reported under Item 5(c) was $3,190,857.50 (including
commissions). Ms. Carroll and Mr. Carroll acquired all of such
funds from CRL pursuant to credit agreements entered into between
each of them and CRL. The terms of the credit agreements provide
that CRL will loan up to $6,000,000 to each of Mr. Carroll and
Ms. Carroll for a period of one year, with interest at the prime
rate of The Northern Trust Company plus one percentage point.
The foregoing description of the credit agreements is qualified
in its entirety by reference to the credit agreements filed as
Exhibits AA and BB, respectively, to this amended and restated
statement and incorporated herein in their entirety by reference.
The Reporting Persons anticipate that the funds used to
make any additional purchases described in paragraph 5 of Item 4
of this restated and amended statement will be provided from
CRL's cash balances and funds expected to be available under an
Amended and Restated Revolving Credit Agreement dated as of
December 9, 1993 between CRL and The Northern Trust Company (the
"Revolving Credit Agreement") or, if such purchases are effected
by Ms. Carroll or Mr. Carroll, from funds available under the
credit agreements between such persons and CRL as described
above.
The Revolving Credit Agreement provides available
borrowings and letters of credit to CRL in an aggregate amount
not to exceed $20,000,000. Outstanding borrowings bear interest
at the prime rate of The Northern Trust Company as then in
effect. CRL is also required to pay a facility fee equal to a
rate per annum of 3/8% of the total commitment less outstanding
borrowings and letters of credit. The Revolving Credit Agreement
is secured by a pledge of certain securities, other than Shares
of the Company, held by CRL. The foregoing description of the
Revolving Credit Agreement is qualified in its entirety by
reference to the copy of the Revolving Credit Agreement filed as
Exhibit CC and incorporated herein by reference.
Item 4. Purpose of Transaction
Item 4 is hereby restated and amended in its entirety
as follows:
Page 48 of 131 Pages
<PAGE>
Certain portions of the following discussion relate to
matters previously disclosed by the Reporting Persons and such
information is included herein for purposes of restating this
statement on Schedule 13D pursuant to Regulation S-T.
The Shares reported herein as beneficially owned by the
Reporting Persons are held as investment assets of the
irrevocable trusts created by Wallace E. Carroll for the benefit
of his descendants, and as investments of the Wallace E. Carroll
Estate, the Carroll Foundation, the limited partnerships,
corporations and individuals named as Reporting Persons above.
Except as described below, none of the Reporting Persons has any
plan or proposal which relates to or would result in any of the
matters described in (a)-(j) of this Item.
On November 29, 1993, the Reporting Persons understand
that Steinhardt Enterprise, Inc. ("Steinhardt") and Pensler
Capital Corp. ("Pensler") announced that they had proposed to
acquire the Company in a transaction pursuant to which the
holders of outstanding Shares would receive $28 in cash per
share.
On December 1, 1993, Philip E. Johnson, on behalf of
Holdings, delivered a letter to Mr. Jacob Saliba, Chairman of the
Company's Board of Directors, terminating the previously
announced Merger Agreement between the Company and Katy Holdings,
Inc., a Carroll family-owned company, pursuant to which holders
of outstanding Shares (other than the Reporting Persons) would
have received $25.75 in cash per Share. A copy of this letter is
attached hereto as Exhibit DD and is incorporated herein by
reference.
On December 1, 1993, the Reporting Persons disclosed
that CRL and other of the Reporting Persons intended to acquire
additional Shares (i) through open market purchases, privately
negotiated transactions or otherwise, or (ii) pursuant to the
terms of the Stock Purchase Agreement described in Item 6 below,
in the event that Mr. Barry Carroll, members of his immediate
family, entities controlled by such persons or trusts formed for
their benefit (the "BJC Group") desire to dispose of Shares, in
any such case in the Reporting Persons' discretion from time to
time and at prices that are satisfactory to them. The Reporting
Persons stated that the purpose of any such purchases would be to
establish the position of the Reporting Persons as the holders,
in the aggregate, of a majority of the outstanding Shares and
thereby to assure the control of the Company by the members of
the Carroll Family regardless of the level of Share holdings of
members of the BJC Group. The Reporting Persons stated that such
purchases would depend upon, among other things, the number of
Shares then held by the Reporting Persons, the availability of
Shares for purchase at satisfactory prices, the availability and
alternative uses of funds, the performance of the Shares in the
market, an assessment of the business and prospects of the
Company, and general economic and stock market conditions. The
Page 49 of 131 Pages
<PAGE>
Reporting Persons also disclosed that they do not presently
intend to engage in any transaction or series of transactions
that would result in the Shares being eligible for termination
under the Securities Exchange Act of 1934 or not being publicly
traded or quoted.
In accordance with their expressed intent, the
Reporting Persons effected certain purchases of Shares on the New
York Stock Exchange on December 2 and 3, 1993 as reported in Item
5(c) below.
Effective December 1, 1993, members of the BJC Group
ceased to be Reporting Persons for purposes of this statement on
Schedule 13D. The Reporting Persons understand that the members
of the BJC Group have filed a separate statement on Schedule 13D
relating to their beneficial ownership of Shares.
On December 2, 1993, the Reporting Persons understand
that Pensler urged the Board of Directors of the Company to issue
Pensler certain Shares at $28 per Share in response to the
Reporting Persons' previously-announced decision to acquire
additional Shares. The Reporting Persons believe that any such
action would wrongfully dilute their interest in the Company and
would oppose any such action.
On December 3, 1993, the Board of Directors of the
Company authorized a committee of the Board of Directors to
explore and evaluate (i) the previously-announced proposal of
Steinhardt and Pensler to acquire the Company in a transaction
pursuant to which the holders of the outstanding Shares would
receive $28 per Share in cash and (ii) any other proposals that
might arise. At the Board meeting during which such committee
was designated, certain of the Reporting Persons who sit on the
Board of Directors requested, among other things, to be named to
such committee or otherwise to be formally involved in the
deliberations of such committee prior to the time that any
recommendation by the committee is made to the full Board. The
Board of Directors rejected all of such requests. The Reporting
Persons believe that the Board in so acting (i) wrongfully
disregarded the Reporting Persons' interest in the Company and
(ii) intentionally attempted to reduce the influence of the
Reporting Persons on the affairs of the Company.
CRL filed on December 7, 1993 with the Federal Trade
Commission and the Antitrust Division of the United States
Department of Justice Notification and Report Forms under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, and
delivered a related notice to the Company, regarding the possible
future acquisition of an amount of Shares which will exceed the
25 percent reporting threshold under that Act.
Page 50 of 131 Pages
<PAGE>
On December 7, 1993, Philip E. Johnson, on behalf of
the Reporting Persons, sent the letter attached hereto as Exhibit
EE which is incorporated herein in its entirety by reference, to
the Special Committee's legal advisor.
On December 13, 1993, at a special meeting of the Board
of Directors of the Company, Philip E. Johnson, on behalf of the
Reporting Persons, advised the board that the Reporting Persons
would not sell the Shares beneficially owned by them pursuant to
the previously announced merger proposal of Steinhardt and
Pensler and would vote all of such Shares against any transaction
embodying such proposal.
As previously disclosed, the Reporting Persons intend
to consider alternatives that would maximize the value of all
Shares. The Reporting Persons do not intend to make another
proposal to acquire all of the remaining equity interest in the
Company not held by them. In the future, the Reporting Persons
may, from time to time, reallocate among themselves ownership of
the Shares covered hereby to accomplish estate planning or other
financial or investment planning goals.
The Reporting Persons understand that on January 31,
1994, the Company issued the press release attached hereto as
Exhibit JJ and incorporated herein in its entirety by reference.
On January 31, 1994, Barry J. Carroll sent to certain
of the Reporting Persons a Notice of Intent to Sell on Market
(the "Sale Notice") pursuant to paragraph 6 of the Stock Purchase
Agreement (described in Item 6 below). The Notice related to a
proposed sale in the market of 90,100 Shares held by the BJC '58
Trust (as defined in Item 5 below). Pursuant to the terms of the
Stock Purchase Agreement, certain of the Reporting Persons had
the option to acquire such Shares from the BJC '58 Trust by
giving notice of their intent to exercise such option to Barry J.
Carroll within five days of the date of the Sale Notice.
Additionally, certain of the corporate Reporting Persons had an
additional five day period during which to exercise an option to
acquire such Shares if the other Reporting Persons did not
exercise their option within the initial five day period. A copy
of the letter from Barry J. Carroll to certain of the Reporting
Persons dated January 31, 1994 and the Sale Notice are attached
hereto as Exhibits KK and LL, respectively, and incorporated
herein in their entirety by reference.
The Reporting Persons elected not to exercise their
option to acquire the Shares proposed to be sold by the BJC '58
Trust. On February 4, 1994, Arthur R. Miller sent the letter
attached hereto as Exhibit MM and incorporated herein in its
entirety by reference to Barry J. Carroll. On February 8, 1994,
certain of the corporate Reporting Persons executed the Waiver
attached hereto as Exhibit NN and incorporated herein in its
entirety by reference.
Page 51 of 131 Pages
<PAGE>
Certain of the Reporting Persons who are directors of
the Company have had discussions with other members of the
Company's Board of Directors concerning a possible
declassification of the Company's Board of Directors and a
possible reduction in the number of directors. No such proposal
has yet been submitted by any member of the Board or considered
by the full Board of Directors.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby restated and amended in its entirety
as follows:
(a) This amended statement is filed with respect to
Shares of the Company in which the Reporting Persons have or
share voting and investment power. Information concerning the
number and percentage of Shares beneficially owned by each of the
Reporting Persons is set forth on the cover pages of this
restated and amended statement, which are incorporated herein in
their entirety by reference. The Reporting Persons beneficially
own in the aggregate 4,561,637 Shares or approximately 50.6
percent of the outstanding Shares. Additional information
concerning the nature of the beneficial ownership of Shares of
the Reporting Persons is set forth below.
Denis H. Carroll holds 1,734 Shares directly and may be
deemed to beneficially own 6,164 Shares held by his wife Patricia
S. Carroll and 3,028, 3,028 and 3,028 Shares held by his children
Catherine A. Carroll, Bridget A. Carroll and Patrick J. Carroll
III, respectively. Denis H. Carroll disclaims beneficial
ownership of Shares held by his wife and such Shares are excluded
from his reported beneficial ownership. Denis H. Carroll may
also be deemed to beneficially own 1,800 Shares held in custodial
accounts for his children.
Wallace E. Carroll, Jr. holds 119,100 Shares and may be
deemed to beneficially own 6,164 Shares held by his wife Amelia
M. Carroll and 1,780 Shares held by his daughter Pamela C.
Crigler. Wallace E. Carroll, Jr. may also be deemed to
beneficially own 11,474 Shares held in custodial accounts for his
children.
Philip E. Johnson holds 5,550 Shares. Lelia Carroll
holds 125,064 Shares directly. Lelia Carroll may also be deemed
to beneficially own 1,800 Shares held in custodial accounts for
the benefit of her children.
Lelia H. Carroll, the surviving wife of Wallace E.
Carroll, Sr., holds 69,762 Shares.
The DHC '57 Trust and DHC '58 Trust hold 2,151 and
372,120 Shares, respectively. The trustees of such trusts are
Denis H. Carroll, Philip E. Johnson and Arthur R. Miller.
Accordingly such persons may be deemed to share beneficial
ownership of the Shares beneficially owned by such trusts.
Page 52 of 131 Pages
<PAGE>
The LC '57 Trust and LC '58 Trust hold 2,151 and
372,120 Shares, respectively. The trustees of such trusts are
Lelia Carroll, Philip E. Johnson and Amelia M. Carroll.
Accordingly such persons may be deemed to share beneficial
ownership of the Shares beneficially owned by such trusts.
The WEC, Jr. '57 Trust and WEC, Jr. '58 Trust hold
2,151 and 372,121 Shares, respectively. The trustees of such
trusts are Wallace E. Carroll, Jr., Arthur R. Miller and Amelia
M. Carroll. Accordingly, such persons may be deemed to share
beneficial ownership of Shares beneficially owned by such trusts.
The DHC '57 Trust, the LC '57 Trust and the WEC, Jr.
'57 Trust, together with The Wallace E. Carroll Trust U/A Dated
7/1/57 F/B/O Barry J. Carroll and his descendants, are
collectively referred to as the "'57 SubTrusts." The DHC '58
Trust, the LC '58 Trust and the WEC, Jr. '58 Trust, together with
The Wallace E. Carroll Trust U/A Dated 5/1/58 F/B/O Barry J.
Carroll and his descendants (the "BJC '58 Trust"), are
collectively referred to as the "'58 Trusts."
The '61 Trust, '62 Trust and '78 Trust hold 60,787,
288,405 and 30,000 Shares, respectively. The trustees of such
trusts are Denis H. Carroll, Philip E. Johnson and Barry J.
Carroll. Accordingly, such persons may be deemed to share
beneficial ownership of Shares beneficially owned by such trusts.
The '76 Trust Number 1 and '76 Trust Number 2
(collectively, the "W.E.C. Jr. Trusts") each hold 1,000 and 774
Shares, respectively. The W.E.C. Jr. Trusts are irrevocable
trusts established by Wallace E. Carroll, Jr. for the benefit of
his descendants. Barry J. Carroll and Lelia Carroll serve as
trustees and each may be deemed to share beneficial ownership of
the Shares held by the W.E.C. Jr. Trusts.
CRL holds 718,680 Shares and indirectly beneficially
owns an additional 1,333,820 Shares through its wholly-owned
subsidiaries, and Z Liquidation Corporation, one of such
subsidiaries, holds 645,000 of such Shares. The LC '54 Trust,
the LC '55 Trust, the '57 SubTrusts, the '58 SubTrusts, Barry J.
Carroll, Denis H. Carroll, Wallace E. Carroll, Jr., Lelia Carroll
and The Wallace E. Carroll Estate, which hold all of the
outstanding stock of CRL, may be deemed to share beneficial
ownership of the Shares indirectly beneficially owned by CRL.
Lelia Carroll, Brooke H. Johnson, the daughter of Lelia Carroll,
and Amelia M. Carroll serve as trustees of the LC '54 Trust and
the LC '55 Trust and may be deemed to share beneficially
ownership of the Shares deemed beneficially owned by such trusts.
The Wallace E. Carroll Estate (the "Estate") holds
53,598 Shares. The administrators of the Estate, Barry J.
Carroll, Denis H. Carroll, Philip E. Johnson and Lelia H.
Carroll, may be deemed to share beneficial ownership of the
Page 53 of 131 Pages
<PAGE>
Shares held by the Estate. The Carroll Foundation, a Colorado
private foundation (the "Foundation"), holds 40,908 Shares. The
administrators of the Foundation, Barry J. Carroll, Denis H.
Carroll and Lelia Carroll may be deemed to share beneficial
ownership of the Shares held by the Foundation.
Gage, Gage 1989, Gage 1990 and Gage 1991, all of which
are Colorado limited partnerships, hold 7,691, 2,207, 5,252 and
19,406 Shares, respectively. As the sole general partner of
Gage, Gage 1989 and Gage 1990, Philip E. Johnson may be deemed to
beneficially own all of the Shares held by Gage, Gage 1989 and
Gage 1990. As the sole general partner of Gage 1991, Denis H.
Carroll may be deemed to beneficially own all of the Shares held
by Gage 1991.
LeWa holds 416,338 Shares and may be deemed to
indirectly beneficially own 15,450 Shares held by one of its
wholly-owned subsidiaries. Barry J. Carroll, Denis H. Carroll,
Wallace E. Carroll, Jr., Lelia Carroll and the '62 Trust, which
hold all of the outstanding stock of LeWa, may be deemed to share
beneficial ownership of the Shares held and indirectly
beneficially owned by LeWa.
The Marital Trust is the direct beneficial owner of
55,121 Shares. The trustees of the Marital Trust are Denis H.
Carroll, Philip E. Johnson, Barry J. Carroll and Lelia H. Carroll
and as a result such persons may be deemed the beneficial owners
of Shares directly beneficially owned by the Marital Trust. The
Marital Trust was created under the will of Wallace E. Carroll
for the benefit of his descendants.
The WEC Partnership, Ltd. and SIS Partnership, Ltd.
directly beneficially own 16,501 Shares and 19,552 Shares,
respectively. Wallace E. Carroll, Jr. and Lelia Carroll,
respectively, are the sole general partners of the WEC
Partnership, Ltd. and LCJ Partnership, Ltd., respectively, and
such persons may be deemed to be the beneficial owners of Shares
directly beneficially owned by the respective partnerships.
(b) The information regarding sole or shared voting
power and sole or shared dispositive power of Shares beneficially
owned by the Reporting Persons, as a result of the relationships
described in Item 5(a) above, is contained on the cover pages to
this restated and amended statement. All of such information is
incorporated herein in its entirety by this reference.
(c) The following table sets forth purchases of Shares
by the Reporting Persons within the last sixty days. All such
purchases were effected on the New York Stock Exchange by
Wallace E. Carroll, Jr. and Lelia Carroll. No other transfers of
Shares were effected by the Reporting Persons during the last
sixty days.
Page 54 of 131 Pages
<PAGE>
Price Per Share
Date Shares* (exclusive of
commissions)
12/2/93 13,500 at $26.25
12/2/93 3,000 at 26.375
12/2/93 23,300 at 26.50
12/3/93 2,000 at 26.625
12/3/93 15,000 at 26.75
12/3/93 181,000 at 26.875
___________________
* Wallace E. Carroll, Jr. and Lelia Carroll each purchased one
half of the Shares reported above.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Item 6 is hereby restated and amended in its entirety
as follows:
Denis H. Carroll, Wallace E. Carroll, Jr., Lelia
Carroll, and Barry J. Carroll are siblings. Barry J. Carroll is
not a Reporting Person for purposes of this statement on Schedule
13D. Lelia H. Carroll is the wife of the deceased Wallace E.
Carroll. Philip E. Johnson is the former husband of Lelia
Carroll. Brooke H. Johnson is the daughter of Philip E. Johnson
and Lelia Carroll. Wallace E. Carroll, Jr. is the husband of
Amelia M. Carroll. Pamela C. Crigler is the daughter of
Wallace E. Carroll, Jr. and Amelia M. Carroll.
There are no arrangements or understandings, written or
otherwise, among the persons and entities identified in Item 2
above with respect to the Shares beneficially owned by such
persons, except as described in Item 4 above and as set forth in
the Stock Purchase Agreement dated January 1, 1983 (the "Stock
Purchase Agreement") by and among the various Carroll family
members and entities, pursuant to which each party thereto has a
right of first refusal to acquire Shares proposed to be sold by
other parties thereto at the then current market values for such
Shares. In addition, certain of the individuals identified as
Reporting Persons are subject to standard provisions governing
the conduct of trustees, administrators and persons performing
similar functions found in the instruments creating and governing
the various entities that they serve in such capacities. Those
provisions do not, however, deal with arrangements among the
individuals and entities in their separate capacities.
The summary set forth above of the Stock Purchase
Agreement is qualified in its entirety by reference to the copy
of such agreement attached hereto as Exhibit FF and incorporated
herein in its entirety by reference.
Page 55 of 131 Pages
<PAGE>
The information contained in the final two paragraphs
of Item 4 of this restated and amended statement, is incorporated
herein in its entirety by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby restated and amended in its entirety
as follows:
Exhibit AA - Credit Agreement between Wallace E.
Carroll, Jr. and CRL, Inc. dated
December 8, 1993 (including form of
promissory note).
Exhibit BB - Credit Agreement between Lelia
Carroll and CRL, Inc. dated
December 8, 1993 (including form of
promissory note).
Exhibit CC - Revolving Credit Agreement between
CRL, Inc. and The Northern Trust
Company dated December 9, 1993
(including form of note).
Exhibit DD - Letter from Katy Holdings, Inc. to
Katy Industries, Inc. (previously
filed as Exhibit Y to the Initial
Statement and incorporated herein
by reference).*
Exhibit EE - Letter from Philip E. Johnson dated
December 7, 1993 to the Special
Committee's legal advisor
(previously filed as Exhibit Z to
the Initial Statement and
incorporated herein by reference).*
Exhibit FF - Stock Purchase Agreement dated
January 1, 1983 by and among the
Reporting Persons (previously filed
as Exhibit C to the Initial
Statement and incorporated herein
by reference).*
Exhibit GG - Joint 13D Filing Agreement
(previously filed as Exhibit A to
the Initial Statement and
incorporated herein by reference).*
Page 56 of 131 Pages
<PAGE>
Exhibit HH - Supplement dated as of October 31,
1992 to Joint Schedule 13D Filing
Agreement dated September 1, 1992
(previously filed as Exhibit J to
the Initial Statement and
incorporated herein by reference).*
Exhibit II - Supplement dated as of March 1,
1993 to Joint Schedule 13D Filing
Agreement dated September 1, 1992
(previously filed as Exhibit O to
the Initial Statement and
incorporated herein by reference).*
Exhibit JJ - Katy Industries, Inc. Press Release
dated January 31, 1994.
Exhibit KK - Letter from Barry J. Carroll to
certain of the Reporting Persons
dated January 31, 1994.
Exhibit LL - Notice of Intent to Sell on Market
by Barry J. Carroll dated
January 31, 1994.
Exhibit MM - Letter from Arthur R. Miller to
Barry J. Carroll dated February 4,
1994.
Exhibit NN - Waiver executed by certain
corporate Reporting Persons dated
February 8, 1994.
___________________
* Indicates previously filed. Pursuant to Item 101(a)(2)(ii)
of Regulation S-T, such exhibits are not required to be
refiled with this filing.
Page 57 of 131 Pages
<PAGE>
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.
Date: February 16, 1994
By: /s/ Philip E. Johnson
___________________________________
Philip E. Johnson, signing in his
individual capacity and as
attorney-in-fact for the Reporting
Persons.
Page 58 of 131 Pages
EXHIBIT AA
CREDIT AGREEMENT
CREDIT AGREEMENT (the "Agreement") dated as of December 8, 1993
between WALLACE E. CARROLL, JR. (the "Borrower"), and CRL, INC., a Delaware
corporation ("CRL").
Covenants
SECTION 1. AMOUNT AND TERMS.
1.01 Loans. CRL hereby agrees on the terms and subject to the
conditions of this Agreement and upon the written request of the Borrower
in accordance with this Agreement to make loans from time to time (the
"Loans") to the Borrower in an aggregate principal amount of up to
$6,000,000 at any time outstanding. Notwithstanding anything to the
contrary contained herein, the indebtedness created pursuant hereto is not
revolving in nature.
1.02 Notice of Loan Request.
(a) The Loans shall be made on notice as specified in Section
5.07, given not later than 1:00 p.m. (Denver, Colorado time) one
Business Day prior to the date of a requested drawdown of a Loan (a
"Drawdown Date"), in accordance with Section 5.07. Such notice shall
be by facsimile transmission, confirmed immediately in writing,
specifying therein the requested Drawdown Date and the amount of the
Loan requested.
(b) On the Drawdown Date, subject to the terms and conditions of
this Agreement, CRL shall make available the amount of the Loans
requested in such notice, in immediately available funds, by wire
transfer to an account designated in writing by the Borrower.
1.03 Promissory Note. The Loans shall be evidenced by a
promissory note of the Borrower substantially in the form of Exhibit A to
this Agreement (the "Note").
1.04 Interest. The Borrower shall pay interest on the unpaid
principal amount of the Loans, from the Drawdown Date until such principal
amount shall be paid in full, at a rate per annum equal at all times to 1
percent over the prime rate announced and in effect from time to time by
The Northern Trust Company (the "Base Rate"), provided that any amount of
principal which is not paid when due (whether upon demand, by acceleration
or otherwise) shall bear interest, from the date on which such amount is
due until such amount is paid in full, payable on demand, at a rate per
annum equal at all times to 3 percent per annum over the Base Rate.
1.05 Limitations on and Continuance of Interest Rate.
(a) Notwithstanding any of the other provisions of this
Agreement or the Note, nothing contained in this Agreement, the Note
or any other document executed in connection with this Agreement shall
require the Borrower to pay interest (including
Page 59 of 131 Pages
<PAGE>
fees, charges, expenses or any other amounts which, under applicable
law, are deemed interest) for the account of CRL or the holder of the
Note at a rate exceeding the Maximum Lawful Rate (as defined in
Section 5.01 hereof);
(b) If the amount of any interest (including fees, charges or
expenses or any other amounts which, under applicable law, are deemed
interest) contracted for, charged or received by or for the account of
the holder of the Note (the "Contract Rate") would exceed the Maximum
Lawful Rate, then, ipso facto, the amount of such interest payable for
the account of the holder of the Note in respect of such interest
computation period shall be automatically reduced to such Maximum
Lawful Rate, and if, from any such circumstance, the holder of the
Note shall ever receive interest or anything which might be deemed
interest under applicable law which would exceed the Maximum Lawful
Rate, such amount which would be excessive shall be applied to the
reduction of the principal amount owing on account of the Note or the
amounts owing on other obligations of the Borrower to the holder of
the Note under any document executed in connection herewith and not to
the payment of interest, or if such excessive interest exceeds the
unpaid balance of principal of the Note and the amounts owing on other
obligations of the Borrower to the holder of the Note under any
document executed in connection herewith, as the case may be, such
excess shall be refunded to the Borrower. All sums paid or agreed to
be paid to the holder of the Note for the use, forbearance or
detention of the indebtedness of the Borrower to the holder of the
Note shall, to the extent permitted by applicable law, be amortized,
prorated, allocated and spread throughout the full term of such
indebtedness until payment in full of the principal (including the
period of any renewal or extension thereof so that the interest on
account of such indebtedness shall not exceed the Maximum Lawful Rate.
(c) If at any time the Contract Rate is limited to the Maximum
Lawful Rate, any subsequent reductions in the Contract Rate shall not
reduce the rate of interest on the Loans below the Maximum Lawful Rate
until the total amount of interest accrued equals the amount of
interest which would have accrued if the Contract Rate had at all
times been in effect. In the event that, upon demand or acceleration
of the Note or at final payment of the Note, the total amount of
interest paid or accrued on the Note is less than the amount of
interest which would have accrued if the Contract Rate had at all
times been in effect with respect thereto, then at such time, to the
extent permitted by law, the Borrower shall pay to the holder of the
Note an amount equal to the difference between: (i) the lesser of the
amount of interest which would have accrued if the Contract Rate had
at all times been in effect or the amount of interest which would have
accrued if the Maximum Lawful Rate had at all times been in effect;
and (ii) the amount of interest actually paid on such Note.
1.06 Computation of Interest. All computations of interest
shall be made by CRL on the basis of a year of 365 or 366 days, as the case
may be, for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such interest or
fees are payable. Each determination by CRL of interest hereunder shall be
conclusive and binding for all purposes, absent manifest error.
1.07 Payments: Optional Prepayments. The principal amount of
the Note and all accrued and unpaid interest shall be due and payable as
follows: (i) interest shall be payable in arrears in quarterly
installments, commencing on December 31, 1993 and
Page 60 of 131 Pages
<PAGE>
continuing on each of March 31, 1994, June 30, 1994, September 31, 1994 and
December 9, 1994, and (ii) all accrued and unpaid interest and all
principal shall be payable on the earlier of December 9, 1994 or the
acceleration of the maturity of the Note pursuant to Section 4.02 hereof.
The Borrower shall have the right, at any time and from time to time, upon
not less than one Business Day's (as defined in Section 5.01 hereof prior
notice to CRL, to prepay all or any portion of the outstanding principal
owing on the Note in immediately available funds, without premium or
penalty, provided that the Borrower has paid or pays concurrently all
interest on the Note accrued through the date of prepayment.
1.08 Form of Payments. All payments (including prepayments) on
account of principal and interest shall be made in United States dollars
and immediately available funds. If any payment is scheduled to become due
and payable on a day which is not a Business Day, such payment shall
instead become due and payable on the immediately following Business Day
and such extension of time shall be included in the computation of interest
under this Agreement and the Note.
SECTION 2. CONDITIONS PRECEDENT.
2.01 Conditions to the Loans. The obligation of CRL to make an
advance of the Loans on a Drawdown Date shall be subject to the fulfillment
of the following conditions precedent on or before each Drawdown Date in a
manner reasonably satisfactory to CRL:
(a) CRL shall have received the executed Note.
(b) The representations and warranties of the Borrower contained
in this Agreement shall be true and correct in all respects; the
Borrower shall have complied in all respects with all of the terms and
conditions of this Agreement to be performed or observed by it; and no
Default or Event of Default shall be in existence or shall exist after
giving effect to the execution of this Agreement or the extension of
the Loans.
SECTION 3. REPRESENTATIONS AND WARRANTIES.
3.01. Representations and Warranties regarding the Borrower. In
order to induce CRL to enter into this Agreement and to make the Loans, the
Borrower represents and warrants that:
(a) Power and Authority. The Borrower has full power and
authority to execute and deliver this Agreement and the Note and to
carry out the transactions so contemplated.
(b) Enforceable Obligations. This Agreement and the Note
constitute the legal, valid and binding obligations of the Borrower,
enforceable against the Borrower in accordance with their respective
terms (except to the extent that enforcement may be limited by any
applicable bankruptcy, reorganization, moratorium or similar laws now
or subsequently in effect, which may affect the enforceability of
creditors' rights generally, or by general equitable principles).
(c) No Legal Bar. The execution, delivery and performance of
this Agreement and the Note are not and will not be in violation of or
conflict with any valid law or governmental rule or regulation,
judgment, writ, order, injunction, award or
Page 61 of 131 Pages
<PAGE>
decree of any court, arbitrator, administrative agency or other
governmental authority applicable to the Borrower; are not and will
not conflict or be inconsistent with, or result in any breach of, any
of the terms, covenants, conditions or provisions of or constitute a
default under any indenture, mortgage, contract, deed of trust,
debenture, agreement or other undertaking or instrument to which the
Borrower is a party or by which any of her material assets may be
bound or affected; and do not and will not result in the creation or
imposition of any material lien on her assets pursuant to the
provisions of any such indenture, mortgage, contract, deed of trust,
debenture, agreement or other undertaking or instrument.
(d) No Debt Restrictions. No note, bond, debenture, indenture,
mortgage, contract, deed of trust, agreement or other undertaking or
instrument to which the Borrower is subject contains any restriction
on the incurrence by the Borrower of indebtedness, obligations or
liabilities under this Agreement or the Note except such restrictions
as have been fully and effectively waived in writing (copies of which
shall be furnished to CRL).
(e) No Consents. No permit, consent, approval or authorization
of, or declaration to or filing with, any governmental authority is
required in connection with the execution, delivery and performance of
this Agreement or the Note or in connection with any transaction
contemplated by this Agreement.
No Misleading Statements. The representations of the Borrower in this
Agreement, in any exhibit, annex, schedule, list or other document
(including without limitation the personal financial information supplied
by the Guarantors) delivered to CRL in connection with the transactions
contemplated by this Agreement, and in any written or oral statements made
by Borrower and Guarantors in connection with this Agreement, the Note or
the Guaranty do not contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements
contained therein or herein not misleading.
(g) Solvency. The Borrower is Solvent.
SECTION 4. EVENTS OF DEFAULT.
4.01 Events of Default. For the purposes of this Agreement, an
Event of Default will be deemed to have occurred if:
(a) the Borrower fails to pay any amount due on the Note and/or
any fees or sums due under or in connection with this Agreement after
any such payment otherwise becomes due and payable;
(b) the Borrower breaches or otherwise fails to perform or
observe any other provision contained in this Agreement, the Note or
any other document delivered or executed pursuant to this Agreement,
and such breach or failure to perform shall continue for a period of
30 days;
(c) any representation, warranty or information contained in
this Agreement, or required to be furnished to CRL pursuant to this
Agreement, or in any writing
Page 62 of 131 Pages
<PAGE>
furnished by the Borrower to CRL pursuant to this Agreement, is false
or misleading in any material respect on the date made or furnished;
(d) the Borrower shall cease to be Solvent;
(e) the Borrower makes an assignment for the benefit of
creditors or admits in writing his inability to pay his debts
generally as they become due; or an order, judgment or decree is
entered adjudicating the Borrower bankrupt or insolvent; or an order
for relief with respect to the Borrower is entered under the United
States Bankruptcy Code, or the Borrower petitions or applies to any
tribunal for the appointment of a custodian, trustee, receiver or
liquidator of the Borrower or of any substantial part of the assets of
the Borrower, or commences any proceedings relating to the Borrower
under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any
jurisdiction; or any such petition or application is filed, or any
such proceeding is commenced, against the Borrower and either (i) the
Borrower by any act indicates his approval thereof, consent thereto or
acquiescence therein or (ii) such petition, application or proceeding
is not dismissed within 90 days.
4.02 Consequences of, Demand and Events of Default. Upon the
occurrence of any Event of Default and at any time thereafter, CRL may, by
notice to the Borrower, declare any amounts payable on account of and the
entire unpaid principal amount of the Note and all interest accrued and
unpaid thereon to be immediately due and payable, whereupon the Note and
all such accrued and unpaid interest shall become immediately due and
payable without presentment, demand, or protest or further notice of any
kind, all of which are hereby waived by the Borrower; provided, however,
that in the event of the occurrence of any event specified in Section
4.01(e), the Note, all interest and all other amounts owed under this
Agreement shall immediately and automatically become and be due and payable
in full, without presentment, demand, protest or any notice of any kind
(including, without limitation, any notice of intent to accelerate or
notice of acceleration), all of which are hereby expressly waived by the
Borrower. After the occurrence of any one or more of the Events of
Default, interest shall accrue at the applicable default rate as provided
in Section 1.04.
SECTION 5. GENERAL PROVISIONS.
5.01 Definitions. For purposes of this Agreement, the following
terms shall be defined as set forth below:
"Business Day" shall mean any day on which commercial banks are
not authorized or required to close in Denver, Colorado.
"Default" shall mean an Event of Default or an event which, with
notice or lapse of time, or both, would become an Event of Default.
"Maximum Lawful Rate" shall mean the maximum rate of interest
from time to time permitted under federal or state laws now or hereafter
applicable to the Loans, or any Advance, in any case after taking into
account, to the extent required by applicable law, any and all relevant
payments, charges, and calculations.
Page 63 of 131 Pages
<PAGE>
"Person" shall mean any individual, corporation, company,
voluntary association, partnership, joint venture, trust, unincorporated
organization or government (or any agency, instrumentality or political
subdivision thereof.
"Solvent" shall mean that (i) the fair value of the Borrower's
assets exceeds the Borrower's total liabilities, (ii) the present fair
saleable value of the Borrower's assets are greater than the Borrower's
probable liabilities on his debts as such debts become absolute and
matured, and (iii) the Borrower has the ability to pay his debts as they
mature.
5.02 Amendment and Waiver. This Agreement may not be amended or
modified except by written agreement of the Borrower and CRL and no consent
or waiver hereunder shall be valid unless in writing and signed by the
Person waiving or consenting.
5.03 Delay not a Waiver: Cumulative Remedies. No failure or
delay on the part of CRL in exercising any right, power or privilege under
this Agreement or the Note shall operate as a waiver, nor shall any single
or partial exercise of any right, power or privilege preclude any other or
further exercise or the exercise of any other right, power or privilege.
The rights and remedies provided in this Agreement and the Note are
cumulative and not exclusive of any rights or remedies provided by law.
5.04 Notices. All notices, demands or other communications to be
given or delivered under or by reason of this Agreement shall be in writing
(including facsimile transmission communications) and mailed, transmitted
by facsimile transmission or delivered:
If to the Borrower, at:
Wallace E. Carroll, Jr.
c/o CRL, Inc.
6300 South Syracuse Way, Suite 300
Engelwood, Colorado 80111
Telephone: (303) 773-2800
Facsimile: (303) 773-2729
If to CRL, at:
CRL, Inc.
6300 South Syracuse Way, Suite 300
Englewood, Colorado 80111
Telephone: (303) 773-2800
Facsimile: (303) 773-2729
or such other address or to the attention of such other person as the
recipient party has specified by prior written notice as set forth above to
the sending party. All such notices and communications shall, when mailed,
transmitted by facsimile transmission or delivered, be effective when
deposited in the mails, facsimile transmission is completed or delivered to
the recipient.
5.05 Survival of Representations and Warranties. All
representations and warranties made in this Agreement and the Note shall
survive the execution and delivery of this Agreement and the Note and the
making of the Loans.
Page 64 of 131 Pages
<PAGE>
5.06 Descriptive Headings. The captions of this Agreement are
for convenience of reference only and shall not define or limit the
provisions of this Agreement.
5.07 Term of Agreement. This Agreement shall continue until the
Note has been paid in full or discharged in accordance with the terms of
this Agreement and until all other liabilities and obligations of the
Borrower under this Agreement shall have been fully satisfied.
5.08 Successors and Assigns. This Agreement, and the terms,
covenants and conditions hereof, shall be binding upon and inure to the
benefit of the parties hereto, and their respective successors and assigns;
provided, however, that the Borrower may not assign its rights or
obligations under this Agreement or the Note without the prior written
consent of CRL. CRL may assign the Note and this Agreement.
5.09 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF COLORADO.
5.10 No Third-Party Rights. This Agreement is not intended to
and shall not be construed to create any rights in or confer any benefits
on any persons other than the parties hereto and their respective
successors and assigns.
5.11 Complete Agreement. THIS AGREEMENT, INCLUDING THE
DOCUMENTS AND OTHER WRITINGS REFERRED TO HEREIN OR DELIVERED PURSUANT
HERETO, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.
5.12 Execution in Counterparts. This Agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.
5.13 Attorneys' Fees and Expenses; Indemnity. The Borrower
agrees to pay on demand all out-of-pocket costs and expenses of CRL in
connection with the preparation, execution, delivery, administration,
modification and amendment of this Agreement, the Note and other documents
related thereto, including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel for CRL with respect thereto, and all
reasonable out-of-pocket costs and expenses, if any, of CRL (including,
without limitation, reasonable counsel fees and expenses of CRL) in
connection with the enforcement (whether through negotiations, legal
proceedings or otherwise) of this Agreement, the Note and other documents
related thereto. The Borrower shall indemnify CRL and its directors,
officers, employees and agents from and hold each of them harmless against
any and all losses, liabilities, claims or damages to which any of them may
become subject as a result of or arising out of any actual or proposed use
of the proceeds of the Loans or breach by the Borrower of any provision of
this Agreement, the Note or any other document executed in connection
therewith, or from any investigation, litigation or other proceeding
(threatened or otherwise) relating to the foregoing.
IN WITNESS WHEREOF, this Agreement has been duly executed as of
the day and year first above written.
Page 65 of 131 Pages
<PAGE>
/s/Wallace E. Carroll
WALLACE E. CARROLL JR.
CRL, INC., a Delaware corporation
By:/s/JOHNATHAN P. JOHNSON
Title: Vice President
Page 66 of 131 Pages
<PAGE>
EXHIBIT A
PROMISSORY NOTE
$6,000,000.00 December 8, 1993
Denver, Colorado
FOR VALUE RECEIVED, WALLACE E. CARROLL, JR. (the "Borrower"),
hereby promises to pay to CRL, INC., a Delaware corporation ("CRL") or
holder, at the offices of CRL at 6300 South Syracuse Way, Suite 300,
Englewood, Colorado 80111, or such other place designated by holder, the
principal sum of SIX MILLION DOLLARS ($6,000,000.00) or such lesser amount
as shall equal the unpaid principal amount of the loan made by CRL to the
Borrower pursuant to the Credit Agreement referred to below (the "Loans"),
in lawful money of the United States of America and in immediately
available funds, upon the dates as set forth in the Credit Agreement or
acceleration as provided in the Credit Agreement, and to pay interest on
the unpaid principal amount of the Loans, at such office, in like money and
funds, until the Loans shall be paid in full, at the rates per annum and on
the dates provided in the Credit Agreement.
The date, amount and interest rate of the Loans made by CRL to
the Borrower, and each payment made on account of the principal thereof,
shall be recorded by CRL on its books.
This Note is the Promissory Note referred to in the Credit
Agreement (as amended, modified and supplemented and in effect from time to
time, the "Credit Agreement") dated as of December 9, 1993 between the
Borrower and CRL, and evidences the Loans made by CRL thereunder.
Capitalized terms used in this Note have the respective meanings assigned
to them in the Credit Agreement.
The Credit Agreement provides for the indebtedness evidenced
hereby to become due and payable in full on or before December 31, 1994 or
upon the occurrence of certain events, and for prepayments of the Loans,
upon the terms and conditions specified therein.
Borrower and every endorser and guarantor waive presentment,
protest or notice of dishonor, and all duty or obligation of holder to
perfect, protect, retain, or enforce any security for the payment of this
Note or to proceed against any collateral before otherwise enforcing this
Note.
If this Note is not paid when due or upon acceleration and is
placed in the hands of an attorney for collection, whether or not suit is
filed hereon, or if proceedings are had in probate, bankruptcy,
receivership, reorganization, arrangement, or other legal proceeds for the
collection hereof, the Borrower agrees to pay the holder a reasonable
amount of attorneys' fees incurred by the holder hereof.
___________________________________
WALLACE E. CARROLL, JR.
Page 67 of 131 Pages
EXHIBIT BB
CREDIT AGREEMENT
CREDIT AGREEMENT (the "Agreement") dated as of December 8,
1993 between LELIA CARROLL (the "Borrower"), and CRL, INC., a
Delaware corporation ("CRL").
Covenants
SECTION 1. AMOUNT AND TERMS.
1.01 Loans. CRL hereby agrees on the terms and
subject to the conditions of this Agreement and upon the written
request of the Borrower in accordance with this Agreement to make
loans from time to time (the "Loans") to the Borrower in an
aggregate principal amount of up to $6,000,000 at any time
outstanding. Notwithstanding anything to the contrary contained
herein, the indebtedness created pursuant hereto is not revolving
in nature.
1.02 Notice of Loan Request.
(a) The Loans shall be made on notice as specified in
Section 5.07, given not later than 1:00 p.m. (Denver,
Colorado time) one Business Day prior to the date of a
requested drawdown of a Loan (a "Drawdown Date"), in
accordance with Section 5.07. Such notice shall be by
facsimile transmission, confirmed immediately in writing,
specifying therein the requested Drawdown Date and the
amount of the Loan requested.
(b) On the Drawdown Date, subject to the terms and
conditions of this Agreement, CRL shall make available the
amount of the Loans requested in such notice, in immediately
available funds, by wire transfer to an account designated
in writing by the Borrower.
1.03 Promissory Note. The Loans shall be evidenced by
a promissory note of the Borrower substantially in the form of
Exhibit A to this Agreement (the "Note").
1.04 Interest. The Borrower shall pay interest on the
unpaid principal amount of the Loans, from the Drawdown Date
until such principal amount shall be paid in full, at a rate per
annum equal at all times to 1 percent over the prime rate
announced and in effect from time to time by The Northern Trust
Company (the "Base Rate"), provided that any amount of principal
which is not paid when due (whether upon demand, by acceleration
or otherwise) shall bear interest, from the date on which such
amount is due until such amount is paid in full, payable on
demand, at a rate per annum equal at all times to 3 percent per
annum over the Base Rate.
Page 68 of 131 Pages
<PAGE>
1.05 Limitations on and Continuance of Interest Rate.
(a) Notwithstanding any of the other provisions of
this Agreement or the Note, nothing contained in this
Agreement, the Note or any other document executed in
connection with this Agreement shall require the Borrower to
pay interest (including fees, charges, expenses or any other
amounts which, under applicable law, are deemed interest)
for the account of CRL or the holder of the Note at a rate
exceeding the Maximum Lawful Rate (as defined in Section
5.01 hereof);
(b) If the amount of any interest (including fees,
charges or expenses or any other amounts which, under
applicable law, are deemed interest) contracted for, charged
or received by or for the account of the holder of the Note
(the "Contract Rate") would exceed the Maximum Lawful Rate,
then, ipso facto, the amount of such interest payable for
the account of the holder of the Note in respect of such
interest computation period shall be automatically reduced
to such Maximum Lawful Rate, and if, from any such
circumstance, the holder of the Note shall ever receive
interest or anything which might be deemed interest under
applicable law which would exceed the Maximum Lawful Rate,
such amount which would be excessive shall be applied to the
reduction of the principal amount owing on account of the
Note or the amounts owing on other obligations of the
Borrower to the holder of the Note under any document
executed in connection herewith and not to the payment of
interest, or if such excessive interest exceeds the unpaid
balance of principal of the Note and the amounts owing on
other obligations of the Borrower to the holder of the Note
under any document executed in connection herewith, as the
case may be, such excess shall be refunded to the Borrower.
All sums paid or agreed to be paid to the holder of the Note
for the use, forbearance or detention of the indebtedness of
the Borrower to the holder of the Note shall, to the extent
permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full term of such
indebtedness until payment in full of the principal
(including the period of any renewal or extension thereof so
that the interest on account of such indebtedness shall not
exceed the Maximum Lawful Rate.
(c) If at any time the Contract Rate is limited to the
Maximum Lawful Rate, any subsequent reductions in the
Contract Rate shall not reduce the rate of interest on the
Loans below the Maximum Lawful Rate until the total amount
of interest accrued equals the amount of interest which
would have accrued if the Contract Rate had at all times
been in effect. In the event that, upon demand or
acceleration of the Note or at final payment of the Note,
the total amount of interest paid or accrued on the Note is
Page 69 of 131 Pages
<PAGE>
less than the amount of interest which would have accrued if the
Contract Rate had at all times been in effect with respect
thereto, then at such time, to the extent permitted by law, the
Borrower shall pay to the holder of the Note an amount equal to
the difference between: (i) the lesser of the amount of interest
which would have accrued if the Contract Rate had at all times
been in effect or the amount of interest which would have accrued
if the Maximum Lawful Rate had at all times been in effect; and
(ii) the amount of interest actually paid on such Note.
1.06 Computation of Interest. All computations of
interest shall be made by CRL on the basis of a year of 365 or
366 days, as the case may be, for the actual number of days
(including the first day but excluding the last day) occurring in
the period for which such interest or fees are payable. Each
determination by CRL of interest hereunder shall be conclusive
and binding for all purposes, absent manifest error.
1.07 Payments: Optional Prepayments. The principal
amount of the Note and all accrued and unpaid interest shall be
due and payable as follows: (i) interest shall be payable in
arrears in quarterly installments, commencing on December 31,
1993 and continuing on each of March 31, 1994, June 30, 1994,
September 31, 1994 and December 8, 1994, and (ii) all accrued and
unpaid interest and all principal shall be payable on the earlier
of December 8, 1994 or the acceleration of the maturity of the
Note pursuant to Section 4.02 hereof. The Borrower shall have
the right, at any time and from time to time, upon not less than
one Business Day's (as defined in Section 5.01 hereof prior
notice to CRL to prepay all or any portion of the outstanding
principal owing on the Note in immediately available funds,
without premium or penalty, provided that the Borrower has paid
or pays concurrently all interest on the Note accrued through the
date of prepayment.
1.08 Form of Payments. All payments (including
prepayments) on account of principal and interest shall be made
in United States dollars and immediately available funds. If any
payment is scheduled to become due and payable on a day which is
not a Business Day, such payment shall instead become due and
payable on the immediately following Business Day and such
extension of time shall be included in the computation of
interest under this Agreement and the Note.
SECTION 2. CONDITIONS PRECEDENT.
2.01 Conditions to the Loans. The obligation of CRL
to make an advance of the Loans on a Drawdown Date shall be
subject to the fulfillment of the following conditions precedent
on or before each Drawdown Date in a manner reasonably
satisfactory to CRL:
(a) CRL shall have received the executed Note.
Page 70 of 131 Pages
<PAGE>
(b) The representations and warranties of the Borrower
contained in this Agreement shall be true and correct in all
respects; the Borrower shall have complied in all respects
with all of the terms and conditions of this Agreement to be
performed or observed by it; and no Default or Event of
Default shall be in existence or shall exist after giving
effect to the execution of this Agreement or the extension
of the Loans.
SECTION 3. REPRESENTATIONS AND WARRANTIES.
3.01 Representations and Warranties regarding the
Borrower. In order to induce CRL to enter into this Agreement
and to make the Loans, the Borrower represents and warrants that:
(a) Power and Authority. The Borrower has full power
and authority to execute and deliver this Agreement and the
Note and to carry out the transactions so contemplated.
(b) Enforceable Obligations. This Agreement and the
Note constitute the legal, valid and binding obligations of
the Borrower, enforceable against the Borrower in accordance
with their respective terms (except to the extent that
enforcement may be limited by any applicable bankruptcy,
reorganization, moratorium or similar laws now or
subsequently in effect, which may affect the enforceability
of creditors, rights generally, or by general equitable
principles).
(c) No Legal Bar. The execution, delivery and
performance of this Agreement and the Note are not and will
not be in violation of or conflict with any valid law or
governmental rule or regulation, judgment, writ, order,
injunction, award or decree of any court, arbitrator,
administrative agency or other governmental authority
applicable to the Borrower; are not and will not conflict or
be inconsistent with, or result in any breach of, any of the
terms, covenants, conditions or provisions of or constitute
a default under any indenture, mortgage, contract, deed of
trust, debenture, agreement or other undertaking or
instrument to which the Borrower is a party or by which any
of her material assets may be bound or affected; and do not
and will not result in the creation or imposition of any
material lien on her assets pursuant to the provisions of
any such indenture, mortgage, contract, deed of trust,
debenture, agreement or other undertaking or instrument.
(d) No Debt Restrictions. No note, bond, debenture,
indenture, mortgage, contract, deed of trust, agreement or
other undertaking or instrument to which the Borrower is
subject contains any restriction on the incurrence by the
Borrower of indebtedness, obligations or liabilities under
this Agreement or the Note except such restrictions as have
been fully and effectively waived in writing (copies of
which shall be furnished to CRL).
Page 71 of 131 Pages
<PAGE>
(e) No Consents. No permit, consent, approval or
authorization of, or declaration to or filing with, any
governmental authority is required in connection with the
execution, delivery and performance of this Agreement or the
Note or in connection with any transaction contemplated by
this Agreement.
No Misleading Statements. The representations of the
Borrower in this Agreement, in any exhibit, annex, schedule,
list or other document (including without limitation the
personal financial information supplied by the Guarantors)
delivered to CRL in connection with the transactions
contemplated by this Agreement, and in any written or oral
statements made by Borrower and Guarantors in connection
with this Agreement, the Note or the Guaranty do not contain
any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements
contained therein or herein not misleading.
(g) Solvency. The Borrower is Solvent.
SECTION 4. EVENTS OF DEFAULT.
4.01 Events of Default. For the purposes of this
Agreement, an Event of Default will be deemed to have occurred
if:
(a) the Borrower fails to pay any amount due on the
Note and/or any fees or sums due under or in connection with
this Agreement after any such payment otherwise becomes due
and payable;
(b) the Borrower breaches or otherwise fails to
perform or observe any other provision contained in this
Agreement, the Note or any other document delivered or
executed pursuant to this Agreement, and such breach or
failure to perform shall continue for a period of 30 days;
(c) any representation, warranty or information
contained in this Agreement, or required to be furnished to
CRL pursuant to this Agreement, or in any writing furnished
by the Borrower to CRL pursuant to this Agreement, is false
or misleading in any material respect on the date made or
furnished;
(d) the Borrower shall cease to be Solvent;
(e) the Borrower makes an assignment for the benefit
of creditors or admits in writing her inability to pay her
debts generally as they become due; or an order, judgment or
decree is entered adjudicating the Borrower bankrupt or
insolvent; or an order for relief with respect to the
Borrower is entered under the United States Bankruptcy Code,
Page 72 of 131 Pages
<PAGE>
or the Borrower petitions or applies to any tribunal for the
appointment of a custodian, trustee, receiver or liquidator
of the Borrower or of any substantial part of the assets of
the Borrower, or commences any proceedings relating to the
Borrower under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or liquidation
law of any jurisdiction; or any such petition or application
is filed, or any such proceeding is commenced, against the
Borrower and either (i) the Borrower by any act indicates
her approval thereof, consent thereto or acquiescence
therein or (ii) such petition, application or proceeding is
not dismissed within 90 days.
4.02 Consequences of, Demand and Events of Default.
Upon the occurrence of any Event of Default and at any time
thereafter, CRL may, by notice to the Borrower, declare any
amounts payable on account of and the entire unpaid principal
amount of the Note and all interest accrued and unpaid thereon to
be immediately due and payable, whereupon the Note and all such
accrued and unpaid interest shall become immediately due and
payable without presentment, demand, or protest or further notice
of any kind, all of which are hereby waived by the Borrower;
provided, however, that in the event of the occurrence of any
event specified in Section 4.01(e), the Note, all interest and
all other amounts owed under this Agreement shall immediately and
automatically become and be due and payable in full, without
presentment, demand, protest or any notice of any kind
(including, without limitation, any notice of intent to
accelerate or notice of acceleration), all of which are hereby
expressly waived by the Borrower. After the occurrence of any
one or more of the Events of Default, interest shall accrue at
the applicable default rate as provided in Section 1.04.
SECTION 5. GENERAL PROVISIONS.
5.01 Definitions. For purposes of this Agreement, the
following terms shall be defined as set forth below:
"Business Day" shall mean any day on which commercial
banks are not authorized or required to close in Denver,
Colorado.
"Default" shall mean an Event of Default or an event
which, with notice or lapse of time, or both, would become an
Event of Default.
"Maximum Lawful Rate" shall mean the maximum rate of
interest from time to time permitted under federal or state laws
now or hereafter applicable to the Loans, or any Advance, in any
case after taking into account, to the extent required by
applicable law, any and all relevant payments, charges, and
calculations.
Page 73 of 131 Pages
<PAGE>
"Person" shall mean any individual, corporation,
company, voluntary association, partnership, joint venture,
trust, unincorporated organization or government (or any agency,
instrumentality or political subdivision thereof.
"Solvent" shall mean that (i) the fair value of the
Borrower's assets exceeds the Borrower's total liabilities, (ii)
the present fair saleable value of the Borrower's assets are
greater than the Borrower's probable liabilities on her debts as
such debts become absolute and matured,and (iii) the Borrower has
the ability to pay her debts as they mature.
5.02 Amendment and Waiver. This Agreement may not be
amended or modified except by written agreement of the Borrower
and CRL and no consent or waiver hereunder shall be valid unless
in writing and signed by the Person waiving or consenting.
5.03 Delay not a Waiver: Cumulative Remedies. No
failure or delay on the part of CRL in exercising any right,
power or privilege under this Agreement or the Note shall operate
as a waiver, nor shall any single or partial exercise of any
right, power or privilege preclude any other or further exercise
or the exercise of any other right, power or privilege. The
rights and remedies provided in this Agreement and the Note are
cumulative and not exclusive of any rights or remedies provided
by law.
5.04 Notices. All notices, demands or other
communications to be given or delivered under or by reason of
this Agreement shall be in writing (including facsimile
transmission communications) and mailed, transmitted by facsimile
transmission or delivered:
If to the Borrower, at:
Lelia Carroll
c/o CRL, Inc.
6300 South Syracuse Way, Suite 300
Engelwood, Colorado 80111
Telephone: (303) 773-2800
Facsimile: (303) 773-2729
If to CRL, at:
CRL, Inc.
6300 South Syracuse Way, Suite 300
Englewood, Colorado 80111
Telephone: (303) 773-2800
Facsimile: (303) 773-2729
or such other address or to the attention of such other person as
the recipient party has specified by prior written notice as set
forth above to the sending party. All such notices and
communications shall, when mailed, transmitted by facsimile
Page 74 of 131 Pages
<PAGE>
transmission or delivered, be effective when deposited in the
mails, facsimile transmission is completed or delivered to the
recipient.
5.05 Survival of Representations and Warranties. All
representations and warranties made in this Agreement and the
Note shall survive the execution and delivery of this Agreement
and the Note and the making of the Loans.
5.06 Descriptive Headings. The captions of this
Agreement are for convenience of reference only and shall not
define or limit the provisions of this Agreement.
5.07 Term of Agreement. This Agreement shall continue
until the Note has been paid in full or discharged in accordance
with the terms of this Agreement and until all other liabilities
and obligations of the Borrower under this Agreement shall have
been fully satisfied.
5.08 Successors and Assigns. This Agreement, and the
terms, covenants and conditions hereof, shall be binding upon and
inure to the benefit of the parties hereto, and their respective
successors and assigns; provided, however, that the Borrower may
not assign its rights or obligations under this Agreement or the
Note without the prior written consent of CRL. CRL may assign
the Note and this Agreement.
5.09 Governing Law. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF
COLORADO.
5.10 No Third-Party Rights. This Agreement is not
intended to and shall not be construed to create any rights in or
confer any benefits on any persons other than the parties hereto
and their respective successors and assigns.
5.11 Complete Agreement. THIS AGREEMENT, INCLUDING
THE DOCUMENTS AND OTHER WRITINGS REFERRED TO HEREIN OR DELIVERED
PURSUANT HERETO, REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
5.12 Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.
5.13 Attorneys' Fees and Expenses; Indemnity. The
Borrower agrees to pay on demand all out-of-pocket costs and
expenses of CRL in connection with the preparation, execution,
delivery, administration, modification and amendment of this
Agreement, the Note and other documents related thereto,
Page 75 of 131 Pages
<PAGE>
including, without limitation, the reasonable fees and out-of-
pocket expenses of counsel for CRL with respect thereto, and all
reasonable out-of-pocket costs and expenses, if any, of CRL
(including, without limitation, reasonable counsel fees and
expenses of CRL) in connection with the enforcement (whether
through negotiations, legal proceedings or otherwise) of this
Agreement, the Note and other documents related thereto. The
Borrower shall indemnify CRL and its directors, officers,
employees and agents from and hold etch of them harmless against
any and all losses, liabilities, claims or damages to which any
of them may become subject as a result of or arising out of any
actual or proposed use of the proceeds of the Loans or breach by
the Borrower of any provision of this Agreement, the Note or any
other document executed in connection therewith, or from any
investigation, litigation or other proceeding (threatened or
otherwise) relating to the foregoing.
IN WITNESS WHEREOF, this Agreement has been duly
executed as of the day and year first above written.
/s/ Lelia Carroll
LELIA CARROLL
CRL, INC., a Delaware corporation
By: /s/ Jonathan P. Johnson
Title: Vice President
Page 76 of 131 Pages
<PAGE>
EXHIBIT A
PROMISSORY NOTE
$6,000,000.00 December 8, 1993
Denver, Colorado
FOR VALUE RECEIVED, LELIA CARROLL (the "Borrower"),
hereby promises to pay to CRL, INC., a Delaware corporation
("CRL") or holder, at the offices of CRL at 6300 South Syracuse
Way, Suite 300, Englewood, Colorado 80111, or such other place
designated by holder, the principal sum of SIX MILLION DOLLARS
($6,000,000.00) or such lesser amount as shall equal the unpaid
principal amount of the loan made by CRL to the Borrower pursuant
to the Credit Agreement referred to below (the "Loans"), in
lawful money of the United States of America and in immediately
available funds, upon the dates as set forth in the Credit
Agreement or acceleration as provided in the Credit Agreement,
and to pay interest on the unpaid principal amount of the Loans,
at such office, in like money and funds, until the Loans shall be
paid in full, at the rates per annum and on the dates provided in
the Credit Agreement.
The date, amount and interest rate of the Loans made by
CRL to the Borrower, and each payment made on account of the
principal thereof, shall be recorded by CRL on its books.
This Note is the Promissory Note referred to in the
Credit Agreement (as amended, modified and supplemented and in
effect from time to time, the "Credit Agreement") dated as of
December 8, 1993 between the Borrower and CRL, and evidences the
Loans made by CRL thereunder. Capitalized terms used in this
Note have the respective meanings assigned to them in the Credit
Agreement.
The Credit Agreement provides for the indebtedness
evidenced hereby to become due and payable in full on or before
December 31, 1994 or upon the occurrence of certain events, and
for prepayments of the Loans, upon the terms and conditions
specified therein.
Borrower and every endorser and guarantor waive
presentment, protest or notice of dishonor, and all duty or
obligation of holder to perfect, protect, retain, or enforce any
security for the payment of this Note or to proceed against any
collateral before otherwise enforcing this Note.
If this Note is not paid when due or upon acceleration
and is placed in the hands of an attorney for collection, whether
or not suit is filed hereon, or if proceedings are had in
probate, bankruptcy, receivership, reorganization, arrangement,
or other legal proceeds for the collection hereof, the Borrower
agrees to pay the holder a reasonable amount of attorneys, fees
incurred by the holder hereof.
Page 77 of 131 Pages
<PAGE>
This Note shall be governed by, and construed in
accordance with, the law of the State of Colorado.
________________________________
LELIA CARROLL
Page 78 of 131 Pages
EXHIBIT CC
EXECUTION COPY
AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
dated as of
December 9, 1993
between
CRL, INC.,
as Borrower,
and
THE NORTHERN TRUST COMPANY,
as Lender
Page 79 of 131 Pages
<PAGE>
TABLE OF CONTENTS
Item Page
ARTICLE I. GENERAL 1
1.1 Definitions 1
1.2 Other Definitional Provisions 6
ARTICLE II. REVOLVING LOANS 7
2.1 Agreement to Make Loans 7
2.2 Manner of Borrowing 7
2.3 Notes 8
2.4 Principal Payments 8
2.5 Interest on the Loans 9
2.6 Mandatory Reduction of Commitment 10
2.7 Optional Termination or Reduction 10
2.8 Manner and Application of Payments 10
2.9 Facility Fee 10
2.10 Amendment Fee 11
2.11 Increased Costs; Legal Restrictions 11
ARTICLE III. LETTERS OF CREDIT 12
3.1 Letters of Credit 12
3.2 Manner of Issuance 12
3.3 Term 13
3.4 Letter of Credit Fee 13
3.5 Reimbursement Obligation 13
ARTICLE IV. REPRESENTATIONS AND WARRANTIES 14
4.1 Due Organization 14
4.2 Authorization and Validity 15
4.3 Binding Agreement 15
4.4 No Conflicts or Consents 15
4.5 Litigation 16
4.6 Governmental Consents 16
4.7 Regulation U 16
4.8 Taxes 16
4.9 Burdensome Agreements, etc. 16
4.10 Title and Liens 16
4.11 Existing Defaults 17
4.12 Investment Company Act 17
4.13 Public Utility Holding Company Act 17
4.14 Solvency 17
4.15 Full Disclosure 17
4.16 Compliance with Laws 18
4.17 Ownership of Pledgor 18
ARTICLE V. CONDITIONS PRECEDENT 18
5.1 Conditions of Initial Extension of
Credit 18
5.2 Conditions of Each Loan 19
ARTICLE VI. AFFIRMATIVE COVENANTS 20
6.1 Financial Data 20
(i)
Page 80 of 131 Pages
<PAGE>
6.2 Payment of Charges 21
6.3 Insurance 21
6.4 Inspection of Books and Assets 22
6.5 Notices 22
6.6 Litigation 22
6.7 Preservation of Corporate Existence 22
6.8 Maintenance of Properties 22
6.9 Compliance with Law 23
6.10 Use of Proceeds 23
6.11 Value of Pledged Collateral 23
6.12 Compliance with ERISA 24
ARTICLE VII. NEGATIVE COVENANTS 24
7.1 Consolidation, Merger, Sale of Assets,
etc. 24
7.2 ERISA 24
7.3 Regulation U 24
7.4 Liens on Borrower's Property 24
7.5 Indebtedness 24
7.6 Sale of Stock of Subsidiaries 25
7.7 Restrictions on Pledgor 25
7.8 Permitted Activities 25
ARTICLE VIII. EVENTS OF DEFAULT 25
8.1 Events of Default 25
8.2 Remedies 28
ARTICLE IX. MISCELLANEOUS 29
9.1 Distribution of Information 29
9.2 Waivers or Modifications 29
9.3 Indemnification 29
9.4 Independent Investigation 31
9.5 Failure or Delay 31
9.6 Severability 31
9.7 Successors and Assigns 31
9.8 Notices 31
9.9 Publicity 32
9.10 Costs, Expenses and Fees 33
9.11 Consent to Pledge 33
9.12 Counterparts 33
9.13 Governing Law 33
9.14 Service of Process 34
9.15 Recapture 34
9.16 Complete Agreement 34
9.17 Captions 35
9.18 WAIVER OF JURY TRIAL 36
(ii)
Page 81 of 131 Pages
<PAGE>
EXHIBITS
Exhibit A Form of Note
Exhibit B Form of Application
Exhibit C Form of Pledge Agreement
Exhibit D Form of Illinois Counsel Opinion
Exhibit E Form of Rhode Island Counsel Opinion
SCHEDULES
Schedule 7.4 Existing Liens
Schedule 7.5 Existing Indebtedness
(iii)
Page 82 of 131 Pages
<PAGE>
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
This Amended and Restated Revolving Credit Agreement is
entered into as of this 9th day of December, 1993, between CRL, Inc.,
a Delaware corporation ("Borrower") and The Northern Trust Company,
an Illinois banking corporation ("Lender").
WHEREAS, Borrower, Lender and The Taft-Peirce Manufacturing
Company ("Pledgor") entered into the Revolving Credit & Letter of
Credit Agreement, dated as of November 16, 1992, as amended (the
"Original Agreement"); and
WHEREAS, the Original Agreement provided for Lender to make
loans to, and issue letters of credit for the account of, Borrower;
and
WHEREAS, on the date hereof, the outstanding principal
amount of Borrower's indebtedness to Lender is $4,450,000 and the
amount available to be drawn under all outstanding letters of credit
issued by Lender for the account of Borrower is $100,000; and
WHEREAS, any loans made or letters of credit issued under
the Original Agreement are secured pursuant to the terms of the
Original Agreement by a security interest in the Collateral (as
defined in the Original Agreement); and
WHEREAS, the Borrower and Pledgor acknowledge (i) that the
Original Agreement is enforceable, (ii) that Lender has a valid
security interest in and to the Collateral and that such security
interest is enforceable against Pledgor, and (iii) that such security
interest is first priority; and
WHEREAS, the Borrower has requested Lender to amend and
restate the Original Agreement; and
WHEREAS, subject to the terms and conditions set forth
herein and to the Pledgor executing the Pledge Agreement to confirm
the continuing security interest of Lender in and to the Collateral,
Lender has agreed to amend and restate the Original Agreement;
NOW, THEREFORE, in consideration of -the premises, the
following mutual agreements and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree that the Original Agreement is
hereby restated, to read (in conjunction with the Pledge Agreement)
in its entirety, as follows:
ARTICLE I. GENERAL
1.1 Definitions. For purposes of this Agreement, the
following terms shall have the following meanings:
Page 83 of 131 Pages
<PAGE>
"Affiliate" shall mean, with respect to any Person, any
other Person directly or indirectly controlling, controlled by, or
under common control with, such Person or who is a director or
officer of such Person. A Person shall be deemed to control a
corporation if such Person possesses, directly or indirectly, the
power to direct or cause the direction of the management and policies
of such corporation, whether through the ownership of voting
securities, by contract or otherwise. Without limiting the
foregoing, for purposes of this definition, beneficial ownership of
10% or more of the voting equity of a Person shall be deemed to
constitute control of such Person.
"Aggregate Facility Commitment" shall mean the commitment
of Lender in accordance with the terms hereof to make Loans and issue
Letters of Credit up to a maximum amount of $20,000,000, as such
amount may be reduced pursuant to the terms of this Agreement.
"Agreement" shall mean this Amended and Restated Revolving
Credit Agreement as originally executed and as the same may from time
to time be amended, supplemented or modified.
"Amendment Fee" shall have the meaning set forth in Section
2.10.
"Application" shall have the meaning set forth in Section
3.2.
"Authorized Employee" shall mean each employee of Borrower
designated from time to time by Borrower in a written notice to
Lender as an employee authorized by Borrower to give any Notice of
Borrowing, which designation shall continue in full force and effect
until terminated by Borrower in a subsequent written notice to
Lender.
"Borrower" shall mean CRL, Inc., a Delaware corporation, or
any successor thereto.
"Borrowing Date" shall mean the date on which a Loan is
made or a Letter of Credit is issued.
"Business Day" shall mean a day on which banks are open for
business in Chicago, other than a Saturday or a Sunday.
"Capital Lease" shall mean, at the time any determination
thereof is to be made, any lease of property, real or personal, in
respect of which the present value of the minimum rental commitment
is required to be capitalized on a balance sheet of the lessee in
accordance with GAAP.
"Capital Lease Obligation " shall mean, as to any Person,
the obligations of such Person to pay rent or other amounts under
leases of, or other agreements conveying the right to use, real
-2-
Page 84 of 131 Pages
<PAGE>
and/or personal property, which obligations are required to be
classified and accounted for as Capital Leases on a balance sheet of
such Person, prepared in accordance with GAAP (including the
Statement of Financial Accounting Standards No. 13 of the Financial
Accounting Standards Board), together with any other rental
obligations under any other lease which is in substance such a lease.
The amount of any Capital Lease obligation shall be deemed to be that
portion of such Capital Lease obligation as would be classified
properly and accounted for as a liability on the balance sheet of any
Person and its Subsidiaries in accordance with GAAP.
"Change of Control" shall mean any transaction, event or
circumstance the result of which is that Lelia Carroll, Wallace E.
Carroll, Jr. and the Related Parties beneficially own, in the
aggregate, less than 60% of the voting power entitled to vote for the
election of directors of Borrower (including securities convertible
by their terms into stock having such voting power).
"Closing Date" shall mean the day all conditions precedent
set forth in Section 5.1 are met.
"Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, including any rules or regulations
promulgated thereunder, or any successor legislation thereto from
time to time in effect.
"Consolidated" when used to describe a calculation or
determination with respect to any Person and its Subsidiaries, shall
mean the calculation or determination made in accordance with GAAP,
including principles of consolidation.
"Current Market Value" shall mean "current market value" as
such term is defined in Regulation U of the Board of Governors of the
Federal Reserve System.
"Default" shall mean the occurrence or existence of an
event which, with the lapse of time, determination by Lender, or
written notice to Borrower, or any combination of the foregoing,
would constitute an Event of Default.
"Dollar" and "$" shall mean United States dollars or such
coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private
debts in the United States.
"ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended or supplemented from time to time, including
any rules or regulations issued in connection therewith, or any
successor legislation thereto from time to time in effect.
"ERISA Affiliate" shall mean any person (as defined in
Section 3(9) of ERISA) including each trade or business (whether or
-3-
Page 85 of 131 Pages
<PAGE>
not incorporated) that, together with Borrower or any of its
Subsidiaries, would be deemed to be a "single employer" or a member
of the same "controlled group" of "contributing sponsors" within the
meaning of Section 4001 of ERISA.
"Event of Default" shall mean an Event of Default as
defined in Section 8.1.
"GAAP" shall mean generally accepted accounting principles.
"Indebtedness," as to any Person and as of any date, shall
mean, without duplication, (i) all obligations of such Person for
borrowed money, (ii) all obligations of such Person evidenced by
bonds, debentures, notes or other similar instruments, (iii) all
reimbursement obligations and other liabilities of such Person with
respect to letters of credit issued for such Person's account and
surety bonds and obligations in respect thereof, (iv) all obligations
of such Person to pay the deferred purchase price of property or
services, (v) all obligations of such Person as lessee in respect of
Capital Lease Obligations, (vi) all obligations and liabilities
secured by any Lien on any property or asset owned or held by such
Person regardless of whether the obligations and liabilities secured
thereby shall have been assumed by that Person or are nonrecourse to
the credit of the Person and (vii) all obligations of others of a
nature described in any of clauses (i) through (v) above guaranteed
by such Person.
"Indemnified Part" shall have the meaning ascribed to such
term in Section 9.3.
"Katy" shall mean Katy Industries, Inc., a Delaware
corporation, and any successor thereto.
"Letters of Credit" shall mean the standby letters of
credit issued for the account of Borrower pursuant to Section 3.1.
"Lien" shall mean, with respect to any asset, any mortgage,
lien, pledge, charge, security interest or encumbrance of any kind in
respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law, including any conditional sale or
other title retention agreement, any Capital Lease, any option or
other agreement to sell and any filing of or agreement to give any
financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction.
"Loan Documents" shall mean this Agreement, the Note,
Letters of Credit, Applications, Pledge Agreement and such other
agreements, instruments and documents now or hereafter executed by or
on behalf of Borrower or any of its Subsidiaries and delivered to
Lender, together with all agreements and documents referred to
therein or contemplated thereby.
-4-
Page 86 of 131 Pages
<PAGE>
"Loans" shall mean all loans made by Lender in accordance
with Section 2.1.
"Margin Stock" shall have the meaning ascribed to such term
in Regulation U of the Board of Governors of the Federal Reserve
System.
"Multiemployer Plan" means any employee benefit plan that
is a "multiemployer plan" within the meaning of Section 4001(a) (3)
of ERISA.
"Multiple Employer Plan" means any Single-employer Plan
which has two or more contributing sponsors, at least two (2) of whom
are not under common control, within the contemplation of Sections
4063 and 4064 of ERISA.
"Note" shall mean the Note delivered by Borrower under
Section 2.3.
"Person" shall mean any corporation, natural person, firm,
joint venture, association, partnership, trust, unincorporated
organization, government or any department or agency of any
government, or any other entity.
"Plan" shall mean any Multiemployer Plan, Multiple Employer
Plan or Single-employer Plan that is subject to Title IV of ERISA and
that is maintained, or was in the past maintained, for employees of
Borrower or any ERISA Affiliate.
"Pledge Agreement" shall have the meaning set forth in
Section 5.1.
"Pledged Collateral" shall have the meaning given such term
in the Pledge Agreement.
"Pledgor" shall mean The Taft-Peirce Manufacturing Company,
a Rhode Island corporation, or any successor thereto.
"Prime Rate" shall mean at any time the rate of interest
most recently announced by Lender at its principal office as its
"Prime Rate," which is not necessarily the "lowest rate made
available by Lender. For purposes of this Agreement, each change in
the interest rate due to a change in the Prime Rate shall take effect
on the effective date of the change in the Prime Rate. The Lender
may make commercial loans or other loans at rates of interest at,
above or below the Prime Rate.
"Qualified Plan" shall mean any Plan that is an employee
pension benefit plan as defined in Section 3(2) of ERISA and that is
intended to meet the qualification requirements of the Code.
-5-
Page 87 of 131 Pages
<PAGE>
"Related Parties" shall mean any spouse or lineal
descendant of Lelia Carroll or Wallace E. Carroll, Jr., any trust for
her or his benefit or for the benefit of her or his spouse or any
lineal descendant, or any corporation or partnership in which any of
the foregoing Persons is the direct record and beneficial owner of
all of the voting and nonvoting equity interests.
"Revolving Credit Agreement" shall mean the Revolving
Credit & Letter of Credit Agreement, dated as of November 16, 1992,
between Borrower, Pledgor and Lender.
"Single-employer Plan" shall mean any employee benefit plan
that is a "single-employer plan" as defined in Section 4001(a)(15) of
ERISA.
"Stated Amount" of each Letter of Credit shall mean the
maximum amount available to be drawn thereunder, determined without
regard to whether any conditions to drawing could then be met.
"Subsidiary" of a Person shall mean any Person of which
more than 50% of the outstanding capital stock or interest ordinarily
entitled to vote in the election of directors, managers or trustees
thereof is owned by or controlled directly or indirectly through one
or more Subsidiaries of such Person.
"Taxes" shall mean all federal, state and local or foreign
income, payroll, withholding, excise, sales, use, real and personal
property, rise and occupancy, business and occupation, mercantile,
real estate, capital stock and franchise or other taxes, including
interest and penalties thereon, and including estimated payments with
respect thereto.
"Termination Date" shall mean December 31, 1994, or such
earlier date on which the Aggregate Facility Commitment has been
terminated pursuant to the terms of this Agreement.
1.2 Other Definitional Provisions. All terms defined in
this Agreement in the singular shall have comparable meanings when
used in the plural and vice-versa. The words "hereof," "herein" and
"hereunder" and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular
provision of this Agreement. Unless otherwise specified, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with GAAP,
applied consistently with the financial statements of Borrower
delivered to Lender for the period ended September 30, 1993. All
references to exhibits or schedules shall refer to the exhibits or
schedules annexed hereto and constituting a part of this Agreement.
-6-
Page 88 of 131 Pages
<PAGE>
ARTICLE II. REVOLVING LOANS
2.1 Agreement to Make Loans. Subject to the terms and
conditions of this Agreement, Lender agrees to make Loans at such
times as Borrower may request, which Loans may be repaid in whole or
in part and reborrowed at any time up to but not including the
Termination Date; provided, however, that Lender shall not have an
obligation to make a Loan to the extent that the aggregate unpaid
principal amount of all Loans less the Stated Amount of any
outstanding Letters of Credit would exceed the Aggregate Facility
Commitment.
2.2 Manner of Borrowing.
(a) Request for Borrowing. Borrower shall give Lender
notice in writing, by telecopy or facsimile of its request for a Loan
hereunder prior to 12:00 noon Chicago time on the Borrowing Date.
Each Loan shall be in an aggregate principal amount of $100,000 or in
integral multiples of $10,000 in excess thereof or in the full
remaining amount available for drawing.
(b) Telephonic Notice. In lieu of delivering the above-
described Notice of Borrowing, an Authorized Employee of Borrower may
give Lender telephonic notice by the time required for giving notice
of any proposed Loan under this Section 2.2.
(c) Authorized Employees. Each Authorized Employee of
Borrower shall be authorized to request a Loan on behalf of Borrower.
Lender shall be entitled to rely conclusively on such Authorized
Employee's authority to request a Loan on behalf of Borrower until
Lender receives written notice from Borrower to the contrary. Lender
shall have no duty to verify the authenticity of the signature
appearing on any written request for a Loan given pursuant to Section
2.2 and, with respect to an oral, telecopy or facsimile request for a
Loan, Lender shall have no duty to verify the identity of any Person
representing himself as one of the Authorized Employees entitled to
make such a request on behalf of Borrower.
(d) No Liability. Lender shall not incur any liability to
Borrower in acting upon any telephonic, telecopy or facsimile notice
referred to above which Lender believes in good faith to have been
given by an Authorized Employee or for otherwise acting in accordance
with this Section 2.2 and, upon Lender making any Loans in accordance
with this Agreement pursuant to any such telephonic, telecopy or
facsimile notice, Borrower shall have effected the Loan hereunder.
(e) Notice IrrevocabLe. Any request for a Loan (or
telephonic notice in lieu thereof) pursuant to this Section 2.2 shall
be irrevocable.
-7-
Page 89 of 131 Pages
<PAGE>
2.3 Notes. The Loans made by Lender shall be evidenced by
a promissory note of Borrower (a "Note"), substantially in the form
of Exhibit A, payable to the order of Lender (which shall be in
substitution for and not in discharge of the Indebtedness represented
by the Note, as defined in the Revolving Credit Agreement),
representing the obligation of Borrower to pay the aggregate unpaid
principal amount of all Loans made by Lender to Borrower, with
interest thereon as herein provided. Lender is hereby authorized to
note the date and amount of each Loan and each payment of principal
and interest and the unpaid balance thereof on an appropriate
schedule annexed to and constituting a part of such Note, which
notations shall constitute prima facie evidence of the accuracy of
the information noted; provided, however, that the failure of Lender
to make such notations or any error in making such notations shall
not limit, enlarge or otherwise affect the obligation of Borrower to
repay such Loans. In lieu of making any notations as provided in the
preceding sentence, Lender is hereby authorized, at its option, to
record such information in its books and records, which notations
shall constitute prima facie evidence of the accuracy of the
information contained therein; provided, however, that the failure of
Lender to make such notations or any error in making such notations
shall not limit, enlarge or otherwise affect the obligation of
Borrower to repay the Loans. The Note shall be dated the Closing
Date, shall mature on the Termination Date and shall bear interest
from the date thereof on the unpaid principal amount thereof from
time to time outstanding at the rates, and payable on the dates,
specified in Section 2.5.
2.4 Principal Payments.
(a) Final Payment. The aggregate unpaid principal amount
of all Loans made to Borrower shall be paid to Lender on the
Termination Date. In the event that any Letters of Credit remain
outstanding on the Termination Date, then Borrower immediately shall
deposit in an account with Lender (which account may be an interest
bearing account) cash in an amount equal to the Stated Amount of all
such outstanding Letters of Credit, which account (and the deposits
therein and proceeds thereof) shall be maintained in an amount at
least equal to the Stated Amount of all outstanding letters of Credit
from time to time until such Stated Amount of such Letters of Credit
are reduced to zero; provided that upon the occurrence and during the
continuation of any Default or Event of Default (as defined in the
Application for any such Letter of Credit, Lender may liquidate such
account and applied the proceeds thereof to pay all amounts owing to
Lender.
(b) Optional Prepayments. Borrower shall have the right
upon prior notice to Lender in writing or by telephonic, telecopy or
facsimile transmission, to prepay any Loan in whole or in part
without premium or penalty. Each prepayment shall be in a principal
amount equal to $100,000 or in integral multiples of $10,000 in
excess thereof or in the full amount of all outstanding Loans.
-8-
Page 90 of 131 Pages
<PAGE>
Each notice of prepayment shall specify the date and amount of pre-
payment. Such notice shall be irrevocable, and the payment specified
in such notice shall be due and payable on the date specified.
(c) Mandatory Prepayments. In the event that the
aggregate principal amount of outstanding Loans plus the aggregate
Stated Amount of all Letters of Credit would exceed the Aggregate
Facility Commitment, including after giving effect to any reduction
or termination in the amount of the Aggregate Facility Commitment
permitted or required by Section 2.6 or Section 2.7 or occurring as a
result of Section 8.2, then Borrower immediately shall make a payment
of principal in an amount sufficient to eliminate such excess,
provided, that if such excess is not eliminated after the payment of
the principal of all outstanding Loans then Borrower shall deposit in
an account with Lender (which account may be an interest bearing
account) cash in an amount equal to such excess (as reduced by any
principal payments) which account (and the deposits therein and
proceeds thereof) shall be maintained in an amount at least equal to
such excess as it exists from time to time until the excess is
reduced to zero; provided that upon the occurrence and during the
continuation of any Event of Default Lender may liquidate such
account and apply the proceeds thereof to pay all amounts owing to
Lender.
2.5 Interest on the Loans.
(a) Interest Rates. Each Loan shall bear interest from
the Borrowing Date thereof on the principal amount thereof from time
to time outstanding until due and payable (whether at the stated
maturity, by acceleration or otherwise) at a fluctuating rate per
annum equal to the Prime Rate as from time to time in effect. All
interest shall be computed on the basis of a year of 360 days, for
actual days elapsed.
(b) Payment of Interest. Interest on Loans shall be paid
to Lender in arrears on the last day of each calendar quarter during
which such Loans are outstanding and on such other date as all Loans
are paid in full.
(c) Interest on Overdue Payments. Overdue payments of
principal of (and, to the extent permitted by law, of interest on)
Loans shall bear interest at a fluctuating rate per annum equal to
the Prime Rate as from time to time in effect plus 2%. The rate of
interest set forth in the preceding sentence shall accrue from the
date on which such payment was due until such unpaid amount has been
paid in full (whether before or after judgment). All such interest
shall be computed on the basis of a year of 360 days, for actual days
elapsed. All interest provided for in this Section 2.5(c) shall be
payable on demand.
-9-
Page 91 of 131 Pages
<PAGE>
2.6 Mandatory Reduction of Commitment. NotWithstanding
anything to the contrary in this Agreement, the Aggregate Facility
Commitment shall terminate without notice of any kind on December 31,
1994.
2.7 Optional Termination or Reduction. Borrower shall
have the right from time to time to reduce the Aggregate Facility
Commitment, upon not less than 10 Business Days', or if pursuant to
Section 6.11 upon 1 Business Day's, prior notice to Lender in writing
or by telephonic, telecopy or facsimile transmission, which notice
shall specify the effective date of such termination or reduction and
shall be irrevocable and effective only upon receipt by Lender;
provided, however, that after giving effect to any such termination
or reduction, (a) the aggregate principal amount of outstanding Loans
plus (b) the aggregate Stated Amount under all outstanding Letters of
Credit shall not exceed the reduced Aggregate Facility Commitment as
then in effect. Any optional reduction of the amount of the
Aggregate Facility Commitment shall be in the amount of $100,000 or
in integral multiples of $10,000 in excess thereof or in the full
amount of the Aggregate Facility Commitment as then in effect. Any
termination or reduction pursuant to this Section 2.7 shall be
permanent.
2.8 Manner and Application of Payments. All payments in
respect of the Loans shall be in Dollars and in immediately available
funds and shall be made at the principal office of Lender prior to
2:00 p.m. Chicago time on the date of the scheduled payment. All
payments received after 2:00 p.m. Chicago time shall be considered to
have been received on the next Business Day. Any payment which is to
be made on a non-Business Day shall be rescheduled to the next
succeeding Business Day and interest, fees and other charges required
to be paid in connection with this Agreement shall continue to accrue
to such rescheduled Business Day. All payments of principal and
interest and fees and other charges required to be paid in connection
with this Agreement in respect of the Loans may be made by charging,
and Borrower hereby authorizes Lender to charge, any of Borrower's;
demand deposit accounts with Lender for the amount of each such
payment. Borrower shall have sufficient collected balances in such
demand deposit accounts with Lender in order that each such payment
will be available when due hereunder. If Borrower fails at any time
and for any reason to have a demand deposit account with Lender, all
such payments shall be made directly to Lender at Lender's principal
office in immediately available funds.
2.9 Facility Fee. Borrower shall pay to Lender a facility
fee (the "Facility Fee") in immediately available funds for the
period from the Closing Date to and including the Termination Date,
such Facility Fee to be payable in arrears on the last day of each
calendar quarter, and on the Termination Date. The Facility Fee
shall be computed at a rate per annum of threeeighths of one percent
13/8%) on the average daily amount of (a)
-10-
Page 92 of 131 Pages
<PAGE>
the Aggregate Facility Commitment as in effect from time to time,
minus (b)(i) the aggregate unpaid principal amount of all outstanding
Loans, plus (ii) the aggregate Stated Amount of all outstanding
Letters of Credit, calculated on the basis of a year of 360 days, for
actual days elapsed.
2.10 Amendment Fee. Borrower shall pay to Lender an
amendment fee (the "Amendment Fee") in the amount of $25,000 on the
Closing Date.
2.11 Increased Costs; Legal Restrictions. If, on or after
the date hereof, the introduction of any law, treaty, rule or
regulation, or determination of a court, governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof (whether or not having the force of law), or
any change therein or in the interpretation (Dr application thereof,
shall:
(a) impose, modify or deem applicable any reserve, special
deposit, compensatory loan, deposit insurance, capital adequacy,
minimum capital, capital ratio or similar requirement against all or
any assets held by, deposits or accounts with, credit extended by or
to, or commitments to extend credit or any other acquisition of funds
by, or Letters of Credit issued by, any office or Affiliate of
Lender, or impose on any office or Affiliate of Lender any other
condition affecting its making, renewing or maintaining any Loan or
the Aggregate Facility Commitment, or issuing or maintaining any
Letter of Credit; or
(b) subject any office or Affiliate of Lender to, or cause
the termination or reduction of a previously granted exemption with
respect to, any tax, levy, impost, deduction, charge or withholding
with respect to its making, renewing or maintaining any Loan or
issuing or maintaining any Letter of Credit, or change the basis of
taxation of payments to Lender of the principal of or interest on the
Loans or any other amounts under this Agreement or any of the Loan
Documents (except for taxes imposed on or measured by the overall net
income of Lender and imposed by the jurisdiction under the laws of
which Lender is organized or any political subdivision or agency
thereof);
and the result of any of the foregoing events is to increase the cost
to Lender of maintaining the Aggregate Commitment Facility, or of
making, renewing or maintaining any Loan or issuing or maintaining
any Letter of Credit, or to reduce the amount of any sums received or
receivable by Lender under this Agreement or any of the Loan
Documents or to reduce the rate of return on Lender's equity, then,
in any such case, Borrower promptly shall pay to Lender, upon
delivery of the statement referred to below, and indemnify and hold
Lender harmless from and against any such amount or amounts as may be
necessary to compensate Lender for any such additional cost, reduced
benefit, reduced amount received or
-11-
Page 93 of 131 Pages
<PAGE>
reduced rate of return. If Lender sustains or incurs any additional
cost, reduced benefit, reduced amount received or reduced rate of
return, Lender shall deliver to Borrower a written statement of the
nature and amounts thereof, which statement shall be conclusive
absent manifest error; provided that the failure to provide any such
notice shall not affect the obligations of Borrower under this
Section 2.11. The obligations of Borrower under this Section 2.11
shall survive and continue to be in full force and effect notwith-
standing (i) the execution and delivery of this Agreement and the
other Loan Documents, (ii) the making of the Loans, (iii) the issuing
of any Letter of Credit, (iv) the repayment of the Loans, (v) the
payment in full of all interest, fees and all other obligations
incurred hereunder and under the other Loan Documents and (vi) the
termination of all obligations of Lender under all loan Documents;
provided, however, that the obligations of Borrower under this
Section 2.11 shall terminate one year after the Termination Date
(except with respect to amounts due to Lender under this Section 2.11
for which the Borrower has received a written statement as provided
above).
ARTICLE III. LETTERS OF CREDIT
3.1 Letters of Credit. Subject to the terms and
conditions of this Agreement (including, without limitation, the last
sentence of Section 3.3), Lender agrees to issue Letters of Credit
for the account of Borrower from the Closing Date to but not
including the Termination Date at such times as Borrower may request;
provided, however, that Lender shall not be obligated to issue any
Letter of Credit to the extent that the sum of (a) the aggregate
principal amount of all Loans, plus (b) the aggregate Stated Amount
of all outstanding Letters of Credit, would exceed the Aggregate
Facility Commitment.
3.2 Manner of Issuance.
(a) Applications. Borrower shall deliver to Lender (i)
prior to 11:00 a.m. Chicago time on the Borrowing Date of any Letter
of Credit or on the amendment effective date with respect to any
amendment of an outstanding Letter of Credit, Lender's standard
Application and Agreement for Irrevocable Letter of Credit
("Application"), the current form of which is attached hereto as
Exhibit B (with blanks filled in accordingly), or an application for
amendment in a form acceptable to Lender.
(b) Authorized Employees. Each Authorized Employee may
execute and deliver an Application, and request a Letter of Credit or
an amendment thereto (as applicable) on behalf of Borrower. Lender
shall be entitled to rely conclusively on each such Authorized
Employee's authority to take the action referred to in the
immediately preceding sentence until Lender receives written notice
from Borrower to the contrary. Lender shall not have a duty to
verify the authenticity of the; signature appearing on any
-12-
Page 94 of 131 Pages
<PAGE>
Application and Lender shall have no duty to verify the identity of
any Person representing himself as one of the Authorized Employees
entitled to take the aforesaid actions on behalf of Borrower.
(c) No Liability. Lender shall not incur any liability to
Borrower in acting upon any request referred to above which Lender
believes in good faith to have been given by an Authorized Employee
or for otherwise acting in accordance with this Section 3.2.
(d) Applications Irrevocable. Each Application submitted
pursuant to this Section 3.2 shall be irrevocable.
(e) Issuance. Subject to the terms and conditions set
forth in Section 3.1 Lender will issue the Letter of Credit for the
account of Borrower on the Borrowing Date.
3.3 Term. Letters of Credit shall be stated to expire no
more than one year from the date of issuance and may be renewed if so
requested by Borrower in the manner required by Lender (but in any
event such request shall be in writing, shall reasonably describe the
Letter of Credit requested to be renewed and the requested renewal
term and shall be given by an Authorized Employee to Lender not less
then 30 days prior to expiration of such Letter of Credit). No such
renewal shall be for more than one year.
3.4 Letter of Credit Fee. For each Letter of Credit
issued by Lender, Borrower shall pay to Lender standard issuance and
amendment fees and expenses as set forth in the Application. In
addition, Borrower shall pay to Lender annually for so long as a
Letter of credit is outstanding a Negotiation Fee of 1% of the Stated
Amount of each Letter of Credit when issued. Lender shall debit
Borrower's account with Lender for such fees.
3.5 Reimbursement Obligation.
(a) Reimbursement. In the event that any amount is drawn
under a Letter of Credit by the beneficiary thereof and Borrower
shall not have reimbursed Lender for such amount drawn immediately
when due in accordance with the Application, the amount so paid shall
be deemed to be a Loan.
(b) Irrevocable Obligation. The obligation of Borrower to
make payment to Lender with respect to Letters of Credit shall be
unconditional and irrevocable and shall not be subject to any
qualification or exception whatsoever and shall be made under all
circumstances, including without limitation any of the following
circumstances:
(i) Any "lack of validity or enforceability of this
Agreement or any of the Loan Documents;
-13-
Page 95 of 131 Pages
<PAGE>
(ii) The existence of any claim, setoff, defense or other
right which Borrower may have at any time against a
beneficiary named in a Letter of Credit or any
transferee of any Letter of credit (or any Person for
whom any such transferee may be acting), Lender or any
other Person, whether in connection with this
Agreement, any Loan Document, the transactions
contemplated herein or any unrelated transactions
(including any underlying transactions between
Borrower and the beneficiary named in any Letter of
Credit);
(iii) Any draft, certificate or any other document presented
under the Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or
in any statement therein being untrue or inaccurate in
any respect;
(iv) The surrender or impairment of any security for the
performance or observance of any of the terms of any
of the Loan Documents;
(v) The occurrence of any Default or Event of Default or
termination of the Aggregate Facility Commitment or
this Agreement;
(vi) Any amendment, modification, waiver, consent or any
substitution, exchange or release of or failure to
perfect any interest in collateral security, with
respect to any Letter of Credit;
(vii) Any failure, omission, delay or lack on the part of
Lender or any party to any of the Letters of Credit to
enforce, assert or exercise any right, power or remedy
(conferred upon Lender or any such party under this
Agreement or any Letter of Credit, or any other acts
or omissions on the part of Lender or any such party;
and
(viii) Any other event or circumstance that would, in the
absence of this clause, result in the release or
discharge by operation of law or otherwise of Borrower
from the performance or observance of any obligation,
covenant or agreement contained in this Section 3.5.
ARTICLE IV. REPRESENTATIONS AND WARRANTIES
In order to induce Lender to enter into this Agreement,
Borrower makes the following representations and warranties on and
after the date hereof which shall survive the execution and delivery
of this Agreement and the Loan Documents and the making of
-14-
Page 96 of 131 Pages
<PAGE>
the Loans until (a) the Aggregate Facility Commitment has been
terminated, (b) all Loans and all interest, fees and all other
obligations incurred by Borrower hereunder and under the Loan
Documents have been paid in full and (c) all obligations of Lender to
Borrower under this Agreement and under the Loan Documents have
terminated.
4.1 Due Organization. Borrower (a) is a duly organized
and validly existing corporation in good standing under the laws of
the State of Delaware, (b) is duly qualified as a foreign corporation
and in good standing under the laws of each jurisdiction in which the
business conducted or property owned by such corporation makes such
qualification necessary, except such jurisdictions, if any, where the
failure to be so qualified and in good standing, whether considered
individually or when aggregated with all other such failures, would
not have a material adverse effect on Borrower's ability to perform
its obligations under this Agreement or any of the Loan Documents to
which it is a party or any of the transactions contemplated hereby or
thereby, and (c) has the requisite corporate power and authority and
the legal right to conduct its business and to own and operate its
property.
4.2 Authorization and Validity. Borrower has the
corporate power and authority and the legal right to execute and
deliver and perform wits obligations under, and has taken all
necessary corporate action to authorize the execution and delivery of
and the performance of its obligations under, this Agreement and the
Loan Documents to which it is a party.
4.3 Binding Agreement. This Agreement and each of the
loan Documents to which Borrower is a party has been duly executed
and delivered by Borrower and constitutes a legal, valid and binding
obligation of Borrower, enforceable against Borrower in accordance
with its terms.
4.4 No Conflicts or Consents. Neither the execution,
delivery and performance of this Agreement and the Loan Documents,
nor the consummation of any of the transactions herein or therein
contemplated, nor compliance with the terms and conditions hereof or
thereof will violate any provision of law or regulation (including,
without limitation, Regulations G, T, U and X of the Federal Reserve
Board), or any order of any governmental authority, court,
arbitration board or tribunal or the charter documents or by-laws of
Borrower or any of its Subsidiaries, or result in the breach of,
constitute a default under, contravene any provisions of or result in
the creation of any Lien upon any of the properties or assets of
Borrower or any of its Subsidiaries pursuant to, any indenture,
agreement, license, permit or authorization to which Borrower or any
of its Subsidiaries is a party or by which any of their properties is
bound.
-15-
Page 97 of 131 Pages
<PAGE>
4.5 Litigation. There is no litigation, investigation or
proceeding pending in any court or before any grand jury, arbitrator,
regulatory commission, board, administrative agency or other
governmental authority, nor to the knowledge of Borrower after
diligent investigation, is any such proceeding threatened against or
affecting Borrower or any of its properties, which would have a
material adverse effect on the ability of Borrower or Pledgor to
perform its obligations under this Agreement or the Loan Documents to
which it is a party or any of the transactions contemplated hereby or
thereby.
4.6 Governmental Consents. No consents, licenses,
permits, approvals or authorizations of, exemptions by, notices or
reports to, or registrations, filings or declarations with, any
governmental authority or agency are required in connection with the
execution, delivery and performance by Borrower of this Agreement or
the Loan Documents to which it is a party or the transactions
contemplated hereby or thereby which have not been obtained or made
and copies of which delivered to Lender.
4.7 Regulation U. None of Borrower or any of its
Subsidiaries is engaged principally in, nor does Borrower or any of
its Subsidiaries have as one of its principal activities, the
business of extending credit for the purpose of purchasing or
carrying Margin Stock. No part of the proceeds of the Loans will be
used by Borrower or any of its Subsidiaries in violation of
Regulation U of the Federal Reserve Board to purchase or carry any
such Margin Stock, to extend credit to others for the purpose of
purchasing or carrying any such Margin Stock or to retire
Indebtedness which was incurred to purchase or carry any such Margin
Stock.
4.8 Taxes. Borrower and each of its Subsidiaries (or the
consolidated group of which Borrower and its Subsidiaries were or are
a part) has (a) timely filed all returns required to be filed by it
with respect to all Taxes, (b) paid all Taxes shown to have become
due pursuant to such returns and (c) paid all other Taxes for which a
notice of assessment or demand for payment has been received. All
Tax returns have been prepared in accordance with all applicable laws
and requirements and accurately reflect the taxable income (or other
measure of Tax) of the corporation (or consolidated group) filing the
same.
4.9 Burdensome Agreements, etc. Borrower is not a party
to any agreement or undertaking and is not subject to any court
order, court writ, injunction or decree of any court or governmental
instrumentality, domestic or foreign, which is or might reasonably be
expected to become unusually or unduly burdensome.
4.10 Title and Liens. Except for Liens permitted by
Section 7.4, all property owned by Borrower is free from Liens,
-16-
Page 98 of 131 Pages
<PAGE>
charges, security interests and encumbrances of any nature
whatsoever, and Borrower has good and marketable title in fee simple
to all real property (other than properties which it leases) and good
and merchantable title to all fixtures and articles of personal
property affixed to or used in connection with such real property and
all other such property and assets, except those disposed of in the
ordinary course of business.
4.11 Existing Defaults. Borrower is not in default under
any term of any mortgage, capital lease, indenture, deed of trust or
any other agreement with respect to Indebtedness to which it is a
party or by which it or any of its properties may be bound, (a)
except to the extent that such default, whether considered
individually or when aggregated with all other such defaults, would
not have a material adverse effect on Borrower I s ability to perform
its obligations under this Agreement or any of the Loan Documents to
which it is a party or any of the transactions contemplated hereby or
thereby and (b) except for defaults resulting from the fact that
Borrower has failed to timely deliver financial statements for the
fiscal quarter ended September 30, 1993. Borrower has no reason to
believe any of its creditors intends to declare a default or
accelerate any portion of its indebtedness as a result of the
defaults described in clause (b) of the preceding sentence.
4.12 Investment Company Act. None of Borrower or any of
its Subsidiaries is, nor immediately after the application by
Borrower of the proceeds of any Loan will be, an "investment company"
within the meaning of the Investment Company Act of 1940, as amended.
4.13 Public Utility Holding Company Act. None of Borrower
or any of its Subsidiaries is subject to any state law or regulation
regulating public utilities or similar entities, and none of Borrower
or any of its Subsidiaries is, within the meaning of the Public
Utility Holding Company Act of 1935, as amended, (a) a holding
company, (b) a subsidiary, associate or affiliate of a holding
company or (c) a public utility.
4.14 Solvency. Immediately after giving effect to the
execution and delivery of this Agreement and the Loan Documents to
which it is a party and the consummation of the borrowings and the
other transactions contemplated hereby and thereby, Borrower will be
solvent, will be able to pay its debts and obligations as they become
due, will have capital sufficient to carry on its business and all
business in which it intends to engage and will own property having a
value both at fair valuation and at present fair saleable value
greater than the amount required to pay its debts.
4.15 Full Disclosure. There is no fact of which Borrower
or any of its Subsidiaries has knowledge after diligent investigation
(a) which has not been disclosed to Lender and
-17-
Page 99 of 131 Pages
<PAGE>
Borrower to perform its obligations under this Agreement or the Loan
Documents to which it is a party or any of the transactions
contemplated hereby or thereby. No certificate or other information
provided in writing and delivered herewith or heretofore by Borrower
or any of its Subsidiaries to Lender in connection with the
negotiation of this Agreement contains any untrue statement or omits
to state any fact necessary to keep the statements contained herein
or therein from being misleading, except such certificate or other
information as has been updated or corrected in a writing that has
been delivered to Lender.
4.16 Compliance with Laws. Borrower is in compliance with
all laws, rules, regulations, court orders and decrees and orders of
any governmental agency which are applicable to Borrower or the
properties thereof, including, without limitation, laws, rules,
regulations, court orders and decrees and orders of any governmental
agency with respect to employee benefits and the environment.
4.17 Ownership of Pledgor. Borrower is the sole legal and
beneficial owner of all of the issued and outstanding stock of
Pledgor free and clear of any Liens.
4.18 Pledgor's Ownership of Pledged Collateral. Pledgor
is the sole legal and beneficial owner of all of the Pledged
Collateral free and clear of any Liens.
ARTICLE V. CONDITIONS PRECEDENT
5.1 Conditions of Initial Extension of Credit. The
obligation of Lender to make Loans is subject to the fulfillment of
each of the following conditions on or before the Closing Date:
(a) Lender shall have received the Note, dated the Closing
Date, and duly executed and delivered by Borrower.
(b) Lender shall have received a Pledge Agreement from
Pledgor, dated the Closing Date, duly executed by the Pledgor and
substantially in the form of Exhibit C (the "Pledge Agreement") and
stock powers and other documents required thereunder.
(c) Lender shall have received a written opinion of
Illinois counsel for Borrower dated the Closing Date and
substantially in the form of Exhibit D, and Borrower, by its
execution of this Agreement, authorizes and requests such counsel to
render such opinion to Lender.
(d) Lender shall have received a written opinion of Rhode
]Island counsel for Pledgor dated the Closing Date and substantially
in the form of Exhibit E, and Borrower, by its execution of this
Agreement, authorizes and requests such counsel to render such
opinion to Lender.
-18-
Page 100 of 131 Pages
<PAGE>
(e) Lender shall have received evidence, satisfactory to
Lender, of the corporate existence and the authority of Borrower to
enter into this Agreement, the Loan Documents to which it is a party
and the agreements and transactions contemplated in connection
herewith and therewith and of the legality hereof and thereof as
Lender may request, including, without limitation, officer's
certificates, corporate resolutions and certificates of good standing
with respect to Borrower.
(f) Lender shall have received evidence, satisfactory to
lender, of the corporate existence and the authority of Pledgor to
enter into the Pledge Agreement and the agreements and transactions
contemplated in connection therewith and of the legality thereof as
Lender may request, including, without limitation, officer's
certificates, corporate resolutions and certificates of good standing
with respect to Pledgor.
(g) Borrower shall have delivered to Lender a written
designation of the Authorized Employees hereunder.
(h) Lender shall have received copies of all governmental
and third party consents and other approvals, if any, in form and
substance satisfactory to Lender required in connection with the
execution, delivery and performance by Borrower of the Agreement and
the Loan Documents to which it is a party, and the execution,
delivery and performance by Pledgor of the Pledge Agreement and the
pledge by the Pledgor of the Pledged Collateral pursuant to the
Pledge Agreement.
(i) Borrower shall have executed and delivered to Lender a
Form FR U-1, which shall be satisfactory to Lender.
(j) There shall have occurred no material adverse change
in the business, operations, properties or condition (financial or
otherwise) of Borrower since September 30, 1993.
(k) Lender shall have received the Amendment Fee from the
Borrower.
(l) Each of the applicable conditions set forth in Section
5.2 shall have been fully satisfied.
5.2 Conditions of Each Loan. The obligation of Lender to
make any Loan shall be subject to the fulfillment of each of the
following conditions (to the extent applicable) to the satisfaction
of Lender:
(a) Lender shall have received a notice of borrowing as
provided in Section 2.2.
(b) The representations and warranties of Borrower set
forth herein and in the Loan Documents to which it is a party and
-19-
Page 101 of 131 Pages
<PAGE>
of Pledgor in the Pledge Agreement shall be true, correct and
complete in all respects on the Borrowing Date with the same effect
as if such representations and warranties had been made on and as of
such date, except to the extent that any falsehood, misstatement or
omission, whether considered individually or when aggregated with all
other falsehoods, misstatements and omissions, would not reasonably
be expected to have a material adverse affect on (i) the ability of
Borrower to perform its obligations under this Agreement or the Loan
Documents to which it is a party or in connection with the
transactions contemplated hereby or thereby, (ii) the ability of
Pledgor to perform its obligations under the Pledge Agreement or in
connection with the transactions contemplated thereby or (iii) the
business, operations, properties or condition (financial or
otherwise) of Borrower or Pledgor.
(c) No Default or Event of Default shall have occurred and
be continuing nor shall the making of such Loan result in a Default
or Event of Default, and the Current Market Value of the Pledged
Collateral shall be at least 200% of the Aggregate Facility
Commitment.
(d) The making of such Loan shall be permitted by all
applicable laws.
(e) All other documents (including any certificates, legal
opinions or other documents required by Lender) and legal matters in
connection with the transactions contemplated by this Agreement and
the Loan Documents shall be in form and substance satisfactory to
Lender.
ARTICLE VI. AFFIRMATIVE COVENANTS
Borrower covenants and agrees that on and after the date
hereof and until (a) the Aggregate Facility Commitment has been
terminated, (b) all Loans and all interest, fees and all other
obligations incurred by Borrower hereunder and under the Loan
Documents have been paid in full and (c) all obligations of Lender to
Borrower under this Agreement and under the Loan Documents have
terminated, Borrower will:
6.1 Financial Data. Furnish to Lender (a) within 90 days
after the end of each fiscal year of Borrower, a Consolidated and
consolidating balance sheet of Borrower and its Subsidiaries as of
the close of such fiscal year and Consolidated and consolidating
statements of income and retained earnings and changes in financial
position (or cash flow statements) of Borrower and its Subsidiaries
for such fiscal year, setting forth in each case in comparative form
corresponding Consolidated and consolidating figures from the
preceding annual audit, all in reasonable detail and certified by
independent certified public accountants of recognized standing
selected by Borrower and satisfactory to Lender, together with the
-20-
Page 102 of 131 Pages
<PAGE>
unqualified audit report thereon of such accountants; (b) within 45
days after the end of each of the first three fiscal quarters of each
fiscal year of Borrower, a Consolidated and consolidating balance
sheet of Borrower and its Subsidiaries as of the close of such
quarter and Consolidated and consolidating statements of income and
retained earnings and changes in financial position (or cash flow
statements) of Borrower and its Subsidiaries for the period from the
beginning of such fiscal year to the end of such quarter, setting
forth in each case in comparative form, commencing with the financial
statements for the fiscal quarter ending March 31, 1994, the
corresponding Consolidated and consolidating figures for the
corresponding periods in the preceding fiscal year, all in reasonable
detail and certified by the chief financial officer of Borrower,
subject to usual and customary audit and year-end adjustments which
in the aggregate would not be material; (c) at the time of the
delivery of the financial statements required by clauses (a) and (b)
of this Section 6.1, a certificate of the chief financial officer of
Borrower to the effect that there exists no Default or Event of
Default, or if any such Default or Event of Default exists,
specifying the nature thereof, the period of existence thereof and
the action Borrower proposes to take with respect thereto; (d) copies
of all regular and periodic financial and other reports, if any,
which Borrower or any of its Subsidiaries shall file with the
Securities and Exchange commission or any governmental agencies
substituted therefor; and (e) with reasonable promptness, such
further information regarding the business, operations, properties or
condition (financial or otherwise) of Borrower or its Subsidiaries as
Lender may reasonably request.
6.2 Payment of Charges. Pay and discharge all Taxes,
assessments and governmental charges or levies imposed upon it or its
property or assets, or upon properties leased by it, prior to the
date on which penalties attach thereto, and all lawful claims which,
if unpaid, might become a lien or charge upon its property or assets,
provided that Borrower shall not be required to pay any such Tax,
assessment, charge, levy or claim (a) the payment of which is being
contested in good faith and by proper proceedings if adequate
reserves with respect thereto have been set up by Borrower, as the
case may be, in accordance with GAAP or (b) if the payment of such
Tax, assessment, charge, levy or claim, whether considered
individually or when aggregated with all other unpaid Taxes,
assessments, charges, levies or liens, would not reasonably be
expected to have a material adverse effect on the ability of Borrower
to perform its obligations under this Agreement or any of the Loan
Documents to which it is a party or the transactions contemplated
hereby or thereby.
6.3 Insurance. Maintain such insurance (with financially
sound and responsible insurance carriers reasonably satisfactory to
Lender) against loss or damage to, or liability in connection with,
its property, persons and such other contingencies
-21-
Page 103 of 131 Pages
<PAGE>
as is customarily maintained by other corporations engaged in the
same or similar business, similarly situated; provided, that in lieu
of such insurance, Borrower may maintain or cause to be maintained a
system or systems of self-insurance reasonably satisfactory to Lender
that will accord with the approved practices of companies owning or
operating properties of a similar character.
6.4 Inspection of Books and Assets. Upon prior written or
telephonic notice to Borrower, allow during normal business hours any
representative of Lender to visit and inspect any of its properties,
to examine its books of record and account and to discuss its
affairs, finances and accounts with its officers, all at such
reasonable times and as often as Lender may reasonably request, and,
in each case, cause each of its Subsidiaries so to do (it being
understood that, prior to a Default, neither Borrower nor any
subsidiary of Borrower shall be obligated to pay the fees or out-of-
pocket expenses of any such representative in connection with any
such visit, inspection, examination or discussion).
6.5 Notices. Deliver immediately to Lender as soon as any
officer, director or Authorized Employee obtains knowledge of the
occurrence of an event or the existence of any circumstance which may
give rise to a Default or Event of Default, a certificate signed by
an Authorized Employee specifying the nature thereof, the period of
existence thereof and what action Borrower proposes to take with
respect thereto.
6.6 Litigation. Promptly give written notice to Lender of
any action, proceeding or claim which has been commenced or
threatened in writing against Borrower or any of its Subsidiaries, or
any dispute which may, exist between Borrower or any of its
Subsidiaries and any governmental regulatory body, in which the
amount involved is $100,000 or more or which, whether considered
individually or when aggregated with all other such actions,
proceedings, claims and disputes, would have a material adverse
effect on the ability of Borrower to perform its obligations under
this Agreement or any of the Loan Documents to which it is a party or
any transaction contemplated hereby or thereby.
6.7 Preservation of Corporate Existence. Maintain and
preserve its corporate existence and right to carry on its business,
and duly procure all necessary renewals and extensions thereof and
use its best efforts to maintain, preserve and renew all rights,
powers, privileges and franchises which, in the opinion of the Board
of Directors of Borrower continue to be advantageous to it.
6.8 Maintenance of Properties. Ensure that its property
and equipment used or useful in its business in whomsoever's
possession they may be, are kept in good repair, working order and
condition, and that from time to time there are made in such
properties and equipment all needful and proper repairs, renewals,
-22-
Page 104 of 131 Pages
<PAGE>
replacements, extensions, additions, betterments and improvements
thereto, to the extent and in the manner customary f or companies in
similar businesses.
6.9 Compliance with Law. Comply with the requirements of
all applicable laws, rules, regulations, court orders and decrees and
orders of any governmental agency which are applicable to Borrower or
to any of its properties (including, without limitation, laws, rules,
regulations, court orders and decrees and orders of any governmental
agency with respect to employee benefits and fair labor standards and
wages), the failure to comply with which, whether considered
individually or when aggregated with all other failures, would
reasonably be expected to have a material adverse effect on the
ability of Borrower to perform its obligations under this Agreement
or any of the Loan Documents to which it is a party; provided,
however, that with respect to orders of any governmental agency,
Borrower shall have the right to contest in good faith, by
appropriate proceedings, the validity or imposition of any such order
and upon such good faith contest to delay or refuse payment of any
amount due with respect to such order, upon notice to Lender and the
establishment of such reserves or the making of other appropriate
provision therefor in accordance with GAAP.
6.10 Use of Proceeds. Use the proceeds of the Loans only
(a) to repurchase stock of Borrower, (b) to make loans to the
Borrower's shareholders or former shareholders (which loans shall be
documented by promissory notes bearing a market rate of interest),
(c) to purchase stock (or other equity interests) in Katy, either in
the public market or in private transactions, and (d) for working
capital and other general corporate purposes. Neither the Borrower
nor any Subsidiary shall use (or permit to be used) any proceeds of
any of the Loans to acquire any security in any transaction which is
subject to Section 12 or 13 of the Securities Exchange Act of 1934,
as amended, or any regulations or rulings thereunder.
6.11 Value of Pledged Collateral. If the Current Market
Value of the Pledged Collateral is at any time less than 200% of the
Aggregate Facility Commitment, Borrower shall within 1 Business Day
after the earlier of obtaining knowledge thereof or of receiving
notice from Lender thereof (a) pledge or cause to be pledged to
Lender additional capital stock of a Person satisfactory to Lender,
and if Borrower and its Subsidiaries have no such stock to pledge,
Borrower shall grant a security interest in property satisfactory to
Lender, such that all property and assets pledged to Lender and in
which Lender has a first priority perfected Lien has an aggregate
Current Market Value of not less than 200% of the Aggregate Facility
Commitment, and Borrower shall deliver or caused to be delivered to
Lender all certificates of shares required to be pledged to Lender
hereunder and will execute and deliver or cause the execution and
delivery of all security agreements, pledge
-23-
Page 105 of 131 Pages
<PAGE>
agreements, assignments, guarantees and other documents requested by
Lender in connection with this Section 6.11 or (b) reduce the
Aggregate Facility Commitment in accordance with Section 2.7 such
that the aggregate Current Market Value is not less than 200% of the
Aggregate Facility Commitment as so reduced.
6.12 Compliance with ERISA. Borrower and each Subsidiary
shall maintain each Plan and Qualified Plan as to which it may have
any liability in substantial compliance with all applicable
requirements of law and regulation.
ARTICLE VII. NEGATIVE COVENANTS
Borrower covenants and agrees that on and after the date
hereof and until (a) the Aggregate Facility Commitment has
terminated; (b) all Loans and all interest, fees and all other
obligations incurred by Borrower hereunder and under the Loan
Documents have been paid in full and (c) all obligations of Lender to
Borrower under this Agreement and under the Loan Documents have
terminated, Borrower will not:
7.1 Consolidation, Merger, Sale of Assets, etc. Wind up,
liquidate or dissolve its affairs or enter into any transaction of
merger or consolidation, or convey, sell, lease or otherwise dispose
of (or agree to do any of the foregoing at any future time) all or
substantially all of its property or assets.
7.2 ERISA. Maintain or permit to exist or become a party
to a Multiemployer Plan or Multiple Employer Plan.
7.3 Regulation U. Directly or indirectly, or permit any
of its Subsidiaries to directly or indirectly, apply any part of the
proceeds of the Loans in violation of Regulation U of the Federal
Reserve Board (a) to purchase or carry any Margin Stock, (b) to
extend credit to others for the purpose of purchasing or carrying any
Margin Stock or (c) to retire Indebtedness which was incurred to
purchase or carry any Margin Stock.
7.4 Lions on Borrower's Property. Create, assume or
suffer or permit to exist any Lien (except Liens in existence on the
Closing Date listed on Schedule 7.4 hereto) upon or with respect to
any of its properties, whether now owned or hereafter acquired, or
assign any right to receive income.
7.5 Indebtedness. Create, incur, assume or permit or
suffer to exist any Indebtedness other than:
(a) Indebtedness hereunder and under the Note; and
(b) Existing Indebtedness of Borrower which is described
on Schedule 7.5 hereto, provided that (a) the principal amount of
such Indebtedness shall not be increased above the principal amount
-24-
Page 106 of 131 Pages
<PAGE>
thereof outstanding on the date hereof, as set forth on such
Schedule, and (b) no such Indebtedness shall be renewed or extended
or remain outstanding after the stated maturity thereof.
7.6 Sale of Stock of Subsidiaries. Issue, sell or
otherwise dispose of, or part with control of, any shares of stock
(or warrants, rights, options, securities convertible into such stock
or other similar rights to acquire stock) or Indebtedness of Katy or
Pledgor.
7.7 Restrictions on Pledgor. Permit or suffer to exist
any restriction or limitation on the ability or right of Pledgor (i)
to pay dividends or make any type of distributions to Borrower, (ii)
to make loans or advances to Borrower or repay loans or advances made
by Borrower to Pledgor, (iii) to sell, assign, pledge or otherwise
dispose of the Pledged Collateral, except as provided in the Pledge
Agreement, or (iv) to transfer any of its properties or assets to
Borrower.
7.8 Permitted Activities. Engage or conduct any business
or activities other than those engaged in or conducted on the Closing
Date.
ARTICLE VIII. EVENTS OF DEFAULT
8.1 Events of Default. Each of the following specified
events shall constitute an "Event of Default":
(a) Payments. Borrower shall default in the payment when
due of (i) any principal amount of the Loans or (ii) any interest on
the Loans or any fees or any other amounts owing hereunder or under
any of the Loan Documents and such default shall continue unremedied
for five (5) days; or
(b) Representations of Borrower. Any representation,
warranty or statement made by Borrower herein or in any of the Loan
Documents or in any certificate or other document delivered pursuant
hereto or thereto shall prove to be untrue in any material respect on
the date as of which made or deemed made; or
(c) Representations of Pledgor. Any representation,
warranty or statement made by Pledgor in the Pledge Agreement or in
any certificate or other document delivered pursuant thereto shall
prove to be untrue in any material respect on the date as of which
made or deemed made; or
(d) Covenants of Borrower. Borrower shall (i) default in
the due performance or observance by it of any term, covenant or
agreement contained in section 6.1, Section 6.5, Section 6.10,
Section 6.11 or any Section of Article VII or (ii) default in the due
performance or observance by it of any other term, covenant or
agreement contained in this Agreement or in any Loan Document and
-25-
Page 107 of 131 Pages
<PAGE>
such default described in this clause (ii) shall continue unremedied
for a period of 10 days; or
(e) Covenants of Pledgor. Pledgor shall default in the
due performance or observance by it of any term, covenant or
agreement contained in the Pledge Agreement; or
(f) Default Under Other Agreements. Borrower or Pledgor
shall default in the payment when due (subject to any applicable
grace period), whether by acceleration or otherwise, of any other
Indebtedness of, or directly or indirectly guaranteed by, Borrower or
Pledgor, or Borrower or Pledgor shall default in the performance or
observance of any obligation or condition with respect to any such
other Indebtedness or any other event shall occur if the effect of
such default or event (after giving effect to any applicable grace
period) is to accelerate the maturity of any such Indebtedness or to
permit the holder or holders thereof, or any trustee or agent for
such holders, to cause such Indebtedness to become due and payable
prior to its expressed maturity or any such Indebtedness shall become
due prior to its stated maturity as a result of an event of default;
or
(g) Bankruptcy, etc. Borrower or Pledgor shall commence a
voluntary case concerning itself under Title 11 of the United States
Code as now or hereafter in effect, or any successor thereto (the
"Bankruptcy Code"); or an involuntary case is commenced against
Borrower or Pledgor and the petition is not controverted within 10
days, and is not dismissed within 60 days, after commencement of the
case; or a custodian (as defined in the Bankruptcy Code) is appointed
for, or takes charge of, all or substantially all of the property of
Borrower or Pledgor or Borrower (or Pledgor commences any other
proceeding under any reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar
law of any jurisdiction whether now or hereafter in effect relating
to Borrower or Pledgor, or there is commenced against Borrower or
Pledgor any such proceeding which remains undismissed for a period of
60 days or more, or Borrower or Pledgor is adjudicated insolvent or
bankrupt, or any order of relief or other order approving any such
case or proceeding is entered, or Borrower or Pledgor suffers or
permits any appointment of any custodian or the like for it or any
substantial part of its property to continue undischarged or unstayed
for a period of 60 days or more, or Borrower or Pledgor admits in
writing its inability to pay, or is generally unable to pay its debts
as they mature, or Borrower or Pledgor makes a general assignment for
the benefit of creditors or any corporate action is taken by Borrower
or Pledgor for the purpose of effecting any of the foregoing; or
(h) Judgments. A final judgment or final judgments for
the payment of money is or are entered by a court or courts of
competent jurisdiction, and all appeals therefrom have been
-26-
Page 108 of 131 Pages
<PAGE>
exhausted (or the time in which appeal is permitted has lapsed
without appeal being made), against Borrower or Pledgor (other than
any judgment as to which a reputable insurance company has accepted
full liability in writing) and the aggregate amount of all such
judgments exceeds $500,000; or
(i) Ownership) or Control of Borrower. A Change of
Control shall occur; or
(j) Dissolution. Any order, judgment or decree shall be
entered in any proceeding against Borrower or Pledgor decreeing the
dissolution or winding up of Borrower or Pledgor, and such order
shall remain undischarged or unstayed for a period in excess of 60
days.
(k) Litigation. Any litigation, investigation or
proceeding pending in any court or before any grand jury, arbitrator,
regulatory commission, board, administrative agency or other
governmental authority threatens to have a material adverse effect on
(a) the ability of Borrower or Pledgor to perform its obligations
under this Agreement or the Loan Documents to which it is a party, or
(b) the business, operations, properties or condition (financial or
otherwise) of Borrower; or
(l) Other Agreements. All or any provision of this
Agreement, any other Loan Document or the Pledge Agreement shall be
declared to be illegal or null and void, or the validity or
enforceability thereof shall be contested by any Person, or shall be
rejected or disaffirmed by any Person, or a proceeding shall be
commenced by any governmental agency or authority or court or other
Person seeking to establish the invalidity or enforceability thereof,
or any such Person that is a party to this Agreement, any other Loan
Document or the Pledge Agreement shall deny that it has any or
further liability or obligation thereunder; or
(m) Invalidity of Pledge Agreement. The Pledge Agreement
or any provision thereof shall cease to give Lender the Liens,
rights, powers and privileges purported to be created thereby
(including without limitation a perfected security interest in, and
Lien on, all of the Pledged collateral) and superior to and prior to
the rights of all third Persons subject to no other Liens; or
(n) Control of Pledgor. Borrower shall cease at any time
to possess, directly or indirectly, the power to direct or cause the
direction of the management and policies of Pledgor.
(o) Material Adverse Change. Amy material adverse change
occurs in, or, any material adverse event occurs affecting, the
ability of Borrower or Pledgor to perform its obligations under any
Loan Document to which it is a party or any of the transactions
contemplated hereby or thereby.
-27-
Page 109 of 131 Pages
<PAGE>
8.2 Remedies.
(a) Termination of Facility. Upon the occurrence of any
Event of Default and at any time thereafter if any Event of Default
shall then be continuing, Lender may by written notice to Borrower,
take any or all of the following actions, without prejudice to the
rights of Lender to enforce its claims against Borrower (provided
that if an Event of Default specified in Section 8.1(g) shall occur,
the result which would occur upon the giving of written notice by
Lender to Borrower as specified in clauses (i) and (ii) below, shall
occur automatically without the giving of any such notice): (i)
declare the Aggregate Facility Commitment terminated, whereupon all
commitments and obligations of Lender under this Agreement and under
the Loan Documents shall forthwith terminate immediately; (ii)
declare the principal of and any accrued interest and fees in respect
of all Loans and all obligations owing hereunder and under the Loan
Documents, to be, whereupon the same shall become, forthwith due and
payable without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by Borrower; and (iii) exercise
any right or remedies under this Agreement and the other Loan
Documents.
(b) Right of Set-off. In addition to any rights now or
hereafter granted under applicable law or otherwise and not by way of
limitation of any such rights, upon the occurrence and during the
continuation of any Event of Default, Lender is hereby authorized at
any time and from time to time, without presentment, demand, protest
or other notice of any kind to Borrower or any other Person, any such
notice being hereby expressly waived, and to the fullest extent
permitted by law, to set off and to appropriate and apply any and all
deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by Lender
to or for the credit or the account of Borrower against any and all
of the obligations and liabilities of Borrower to Lender now or
hereafter existing under this Agreement or any of the Loan Documents,
including, without limitation, all claims of any nature or
description arising out of or connected with this Agreement and the
Loan Documents, irrespective of whether or not Lender shall have made
any demand under this Agreement or any of the Loan Documents and
although such obligations, liabilities or claims, or any of them,
shall be contingent or unmatured. Notwithstanding the above, Lender
agrees to give Borrower prompt notice after any such set off,
provided, however, that any failure by Lender to give such notice
shall not affect Lender's rights hereunder or otherwise impose any
liability on Lender or create any rights in favor of Borrower.
(c) Remedies Not Exclusive. Lender shall have, addition
to the rights and remedies given it by this Agreement and the Loan
Documents, all rights and remedies allowed by all applicable laws and
all rights and remedies available to Lender shall be cumulative and
non-exclusive.
-28-
Page 110 of 131 Pages
<PAGE>
(d) Application of Payments. Notwithstanding any contrary
provision contained in this Agreement or in any of the Loan
Documents, Borrower irrevocably waives the right to direct the
application of any and all payments received by Lender from Borrower
after the occurrence of any Event of Default and at any time
thereafter if any Event of Default shall then be continuing, and
Borrower does hereby irrevocably agree that Lender shall have the
continuing exclusive right to apply and reapply any and all payments
received after the occurrence of any Event of Default and at any time
thereafter if any Event of Default shall then be continuing against
the obligations of Borrower under this Agreement and the Loan
Documents in such manner as Lender may deem advisable,
notwithstanding any entry by Lender upon any of its books and
records.
ARTICLE IX. MISCELLANEOUS
9.1 Distribution of Information. Borrower hereby
authorizes Lender, as Lender may elect in its sole discretion, to
discuss with and furnish to (a) any Affiliate of Lender, Lender's
attorneys or other advisors, or (b) any court, tribunal, arbitration
board, government or self-regulatory agency with jurisdiction over
Lender, in connection with any proceeding, cause or matter pending
(or on its face purported to be pending) or in connection with any
legal or regulatory requirement, litigation or procedure of any such
entity relating to this Agreement or the Loan Documents or (c) any
assignee or prospective assignee and any participant or prospective
participant, all financial statements, audit reports and other
information pertaining to Borrower and its Subsidiaries, whether such
information was provided by Borrower or its Subsidiaries or prepared
or obtained by Lender or third parties.
9.2 Waivers or Modifications. Any waiver, permit, consent
or approval of any Event of Default, Default or breach of any
provision, condition or covenant of, or any amendment or modification
to, this Agreement or any of the Loan Documents must be in writing
and shall be effective only to the extent it is set forth in writing.
No such waiver, permit, consent, approval, amendment or modification
shall be effective without the consent of Borrower and Lender. No
waiver of a specific breach, Event of Default or Default shall
operate as a waiver of any other breach, Event of Default or Default
or of the same breach, Event of Default or Default occurring at a
later time.
9.3 Indemnification.
(a) Terms of Indemnity. Borrower agrees to indemnify and
hold harmless Lender, its directors, officers, counsel and employees
and each Person, if any, who controls Lender within the meaning of
the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended (any and all of whom
-29-
Page 111 of 131 Pages
<PAGE>
are referred to in this Section 9.3 as the "Indemnified Parties" and
individually as an "Indemnified Party"), from and against any and all
losses, claims, damages and liabilities, joint or several (including
all legal or other expenses reasonably incurred by any of the
Indemnified Parties in connection with the preparation for or defense
of any pending or threatened claim, action or proceeding, whether or
not resulting in any liability) to which such Indemnified Party may
become subject under any applicable Federal or state law or
otherwise, caused by or arising out of, or allegedly caused by or
arising out of, the preparation, review, negotiation, execution,
delivery or performance of this Agreement, the Loan Documents or any
transaction contemplated hereby or thereby, other than losses,
claims, damages or liabilities arising from the gross negligence or
willful misconduct of the Indemnified Party. Promptly after receipt
by an Indemnified Party of notice of any claim, action or proceeding
with respect to which an Indemnified Party is entitled to indemnity
hereunder, such Indemnified Party will notify Borrower of such claim
or the commencement of such action or proceeding; provided, however,
that the failure of an Indemnified Party to give notice as provided
herein shall not relieve Borrower of its obligations under this
Section 9.3 with respect to such Indemnified Party, except to the
extent that Borrower actually is prejudiced by such failure.
Borrower will assume the defense of such claim, action or proceeding
and will employ counsel satisfactory to the Indemnified Party and
will pay the fees and expenses of such counsel. Notwithstanding the
preceding sentence, the Indemnified Party will be entitled, at the
expense of Borrower, to employ counsel separate from counsel for
Borrower and for any other party in such action if the Indemnified
Party determines in its sole discretion that a conflict of interest
exists which makes representation by counsel chosen by Borrower not
advisable. In the event that an Indemnified Party is subpoenaed to
testify or produce documents in any action or proceeding brought
against Borrower (or any of its Subsidiaries (or any of its officers,
directors or employees) in which such Indemnified Party is not named
as a defendant (and is not itself a plaintiff) or in which Borrower
consents to such testimony or production, Borrower agrees to
reimburse such Indemnified Party for all expenses incurred by it
(including fees and expenses of counsel) in connection with its
appearing as a witness or producing documents.
(b) Survival. The obligations of Borrower under this
Section 9.3 shall survive and continue to be in full force and effect
notwithstanding (i) the execution and delivery of this Agreement and
the Loan Documents, (ii) the making of the Loans, (iii) the repayment
of the Loans, (iv) the issuance of any Letter of Credit, (v) the
payment in full of all interest, fees and all other obligations
incurred hereunder and under the Loan Documents and (vi) the
termination of all obligations of Lender to Borrower under all Loan
Documents.
-30-
Page 112 of 131 Pages
<PAGE>
9.4 Independent Investigation. Lender shall be entitled
to rely- on all representations and warranties made by Borrower under
this Agreement in spite of any independent investigation performed or
to be performed by or on behalf of Lender.
9.5 Failure or Delay. No failure or delay on the part of
the Lender in the exercise of any power, right or privilege under
this Agreement or any of the Loan Documents and no course of dealing
among Borrower and Lender shall operate as a waiver thereof, nor
shall any single or partial exercise cd any such power, right or
privilege hereunder or thereunder preclude other or further exercise
of any other power, right or privilege.
9.6 Severability. Any provision of this Agreement or the
loan Documents which is prohibited or unenforceable in any
jurisdiction shall be ineffective to the extent of such prohibition
or unenforceability, but all the remaining provisions of this
Agreement and the Loan Documents shall remain valid.
9.7 Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of Borrower and Lender
and their respective successors and assigns and any of Lender's
participants; provided, however, that Borrower may not assign or
transfer its rights or obligations under this Agreement without the
prior written consent of Lender, and no such consent shall in any
event relieve Borrower of its obligations hereunder.
9.8 Notices.
(a) Any notice, communication or demand which Borrower or
Lender may be required or may desire to give to another party under
any provision of this Agreement or the Loan Documents to which
Borrower is a party shall be: (i) given in writing and personally
delivered, nailed or delivered by overnight courier service to the
party to whom such notice, communication or demand is directed or
(ii) made by telecopy or facsimile transmission delivered or
transmitted to the party to whom such notice, communication or demand
is directed, at its address as follows:
To Borrower: CRL, Inc.
6300 South Syracuse Way
Suite 300
Englewood, Colorado 80111
Attention: Jonathan Johnson
Telecopy: (303) 773-2729
Telephone: (303) 773-2800
With a copy to: Philip E. Johnson, Esq.
Bennington, Johnson, Ruttum
& Reeve
370 East 17th Street
-31-
Page 113 of 131 Pages
<PAGE>
With a copy to: Philip E. Johnson, Esq.
Bennington, Johnson, Ruttum
& Reeve
370 East 17th Street
Suite 2480
Denver, Colorado 80202
Telecopy: (303) 629-5718
Telephone: (303) 629-5200
To Lender: The Northern Trust Company
Metropolitan Group II,
North Division
50 South LaSalle Street
Chicago, Illinois 60675
Attention: Wendy J. Roberg
1 Vice President
Telecopy: (312) 444-7028
Telephone: (312) 444-4173
With a copy to: Schiff Hardin & Waite
7200 Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
Attention: Patricia Dondanville
Telephone: (312) 258-5709
Telecopy: (312) 258-5600
(b) Any notice which is personally delivered shall be
deemed to have been given on the date on which it is personally
delivered. Any notice which is delivered by overnight courier
service shall be deemed to have been given on the Business Day after
deposit with such courier service. Any notice which is transmitted
by telecopy or facsimile transmission shall be deemed to have been
given on the day that such notice is transmitted upon oral
confirmation of receipt. Any notice which is mailed shall be sent by
registered or certified mail, postage prepaid and return receipt
requested, and shall be deemed to have been given on the third
Business Day after deposit in the mail. Notwithstanding the
foregoing, any request for a Loan pursuant to Section 2.2 (or any
telephonic notice in lieu thereof, as permitted by this Agreement)
shall be effective only when actually received by Lender.
(c) Any of Borrower or Lender may change the address to
which notices, requests and other communications are to be sent to it
by giving written notice of such address change to the other parties
in conformity with this Section 9.8, but such change shall not be
effective until notice of such change has been received by the other
parties.
9.9 Publicity. Borrower shall not, without the prior
written approval of Lender, make any publicity release,
-32-
Page 114 of 131 Pages
<PAGE>
advertisement, public statement or public announcement which
identifies Lender by name, unless such communication is required by
law.
9.10 Costs, Expenses and Fees. Borrower agrees to
reimburse promptly Lender (a) for all out-of -pocket costs and
expenses, including, without limitation, due diligence and audit
expenses and reasonable fees and expenses of auditors, attorneys
(which attorneys may be lender's employees and including, without
limitation, Schiff Hardin & Waite, special counsel for Lender) and
other advisors, expended or incurred in the preparation, review,
negotiation, execution and delivery, and filing and recording as
necessary, of this Agreement, the Loan Documents or in amending or
waiving provisions of this Agreement and such other agreements or in
obtaining advice from auditors, attorneys and other advisors
regarding its rights and responsibilities under this Agreement and
such other documents, whether or not the transactions hereby
contemplated are consummated, and (b) for all costs and expenses,
including, without limitation, reasonable fees and expenses of
auditors, attorneys (which attorneys may be Lender's employees) and
other advisors, expended or incurred by Lender after a Default or
Event of Default in collecting any sum which becomes due under this
Agreement, the loan Documents, in negotiations with respect to
restructuring or "working out" the credit facilities or in the
protection, perfection, preservation and enforcement of any and all
rights of Lender in connection with this Agreement and the Loan
Documents, including, without limitation, the fees and costs incurred
in any out-of-court work-out or bankruptcy or reorganization
proceeding. Borrower shall pay and hold Lender harmless from and
against any and all present and future stamp and other similar Taxes
with respect to the foregoing matters and save Lender harmless from
and against any and all liabilities with respect to or resulting from
any delay or omission (other than to the extent attributable to
Lender) to pay such Taxes.
9.11 Consent to Pledge. As the sole legal and beneficial
owner of all of the issued and outstanding stock of Pledgor, Borrower
unconditionally and irrevocably consents to the pledge of the Pledged
Collateral to Lender to secure the Obligations (as defined in the
Pledge Agreement), and Borrower agrees that it will not take,
directly or indirectly, any action to impair Lender's rights in the
Pledged Collateral.
9.12 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original with the
same effect as if the signatures thereto and hereto were upon the
same instrument.
9.13 Governing Law. The validity, construction and
enforcement of this Agreement and the loan Documents and the rights
and obligations of the parties hereunder and thereunder shall be
governed by and construed and interpreted in accordance with the
-33-
Page 115 of 131 Pages
<PAGE>
substantive laws of the State of Illinois (without regard to
conflicts of law principles).
9.14 Service of Process. Borrower irrevocably consents to
the service of process in any action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to
Borrower, such service to be effective ten (10) days after such
mailing. Borrower absolutely and irrevocably consents and submits to
the jurisdiction of the courts of the State of Illinois and of any
Federal court located in such State in connection with any action or
proceeding brought against Borrower by Lender arising out of or
relating to this Agreement or the loan Documents. Nothing herein
shall affect the right to serve process in any other manner permitted
by law. Borrower hereby irrevocably designates CT Corporation
System, located at 208 South LaSalle Street, Chicago, Illinois 60604,
as the designee, appointee and agent of Borrower to receive, for and
on behalf of Borrower, service of process in such respective
jurisdictions in any legal action or proceeding with respect to this
Agreement or the Note and such service shall be deemed completed 10
days after delivery thereof to said agent. It is understood that a
copy of such process served on any such agent will be promptly
forwarded by mail to Borrower at its address set forth in Section
9.8, but the failure of Borrower to receive such copy shall not
affect in any way the service of such process. Borrower further
irrevocably consents to the service of process out of any of the
aforementioned courts in any such action or proceeding by the mailing
of copies thereof by registered or certified mail, postage prepaid,
to Borrower at its said address, such service to become effective 30
days after such mailing. Nothing herein shall affect the right of
Lender to serve process in any other manner permitted by law or to
commence legal proceedings or otherwise proceed against Borrower in
any other jurisdiction.
9.15 Recapture. To the extent Lender receives any payment
by or on behalf of Borrower, which payment or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential,
set aside or required to be repaid to Borrower or its estate,
trustee, receiver, custodian or any other party under any bankruptcy
law, state or federal law, common law or equitable cause, then to the
extent of such payment or repayment, the obligation or part thereof
which has been paid, reduced or satisfied by the amount so repaid
shall be reinstated and shall be included within the liabilities of
Borrower to Lender as of the date such initial payment, reduction or
satisfaction occurred.
9.16 Complete Agreement. This Agreement, together with
the exhibits and schedules to this Agreement, the Loan Documents to
which Borrower and Lender are parties and the other documents
delivered on the Closing Date, is intended by each of Borrower and
Lender as a final expression of their agreement and is intended as
-34-
Page 116 of 131 Pages
<PAGE>
a complete statement of the terms and conditions of their agreement.
9.17 Captions. The descriptive headings of the various
sections or parts of this Agreement are for convenience only and
shall not affect the meaning or construction of any of the provisions
hereof.
[INTENTIONALLY LEFT BLANK]
-35-
Page 117 of 131 Pages
<PAGE>
9.18 WAIVER OF JURY TRIAL. BORROWER AND LENDER ABSOLUTELY AND
IRREVOCABLY WAIVE TRIAL BY JURY AND ANY OBJECTION, INCLUDING WITHOUT
LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH BORROWER OR LENDER MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING,
INCLUDING WITH RESPECT TO ANY MATTER WHICH MIGHT BE ASSERTED AGAINST
LENDER BY BORROWER, IN ANY SUCH ACTION OR PROCEEDING.
IN WITNESS WHEREOF, Borrower and lender have caused this
Agreement to be duly executed as of the day and year first above
written.
CRL, INC.
By:/s/Jonathan P. Johnson
______________________
Title: VICE PRESIDENT & TREASURER
THE NORTHERN TRUST COMPANY
By:/s/Wendy J. Robery
__________________
Title: VICE PRESIDENT
-36-
Page 118 of 131 Pages
<PAGE>
Exhibit A
FORM OF NOTE
$20,000,000 Chicago, Illinois
December 9, 1993
FOR VALUE RECEIVED, CRL, INC., a Delaware corporation (the
"Borrower") hereby promises to pay to the order of THE NORTHERN TRUST
COMPANY (the "Lender") in lawful money of the United States of
America in immediately available funds, at the office of the Lender,
50 South LaSalle Street, Chicago, Illinois 60675 the principal sum of
TWENTY MILLION AND NO/100 DOLLARS ($20,000,000), or, if less, the
unpaid principal amount of all Loans made by the Lender pursuant to
the Agreement (as defined below) on December 31, 1994.
Borrower also promises to pay interest to the Lender on the
unpaid principal amount owing thereunder from time to time in like
money at said office from the date hereof until paid in full at the
rates and at the times provided in the Agreement. Interest also
shall be payable on any overdue payment of principal and (to the
extent permitted by law) interest as provided in the Agreement.
This Note is referred to in the Amended and Restated
Revolving Credit Agreement dated as of December 9, 1993 among the
Borrower and the Lender (as from time to time in effect, and as
amended, the "Agreement"), and is entitled to the benefits thereof
and shall be subject to the provisions thereof.
This Note may, subject to the terms of the Agreement, be
declared (without demand, notice or legal process of any kind other
than as expressly specified in the Agreement) and thereupon
immediately shall become due and payable. Borrower hereby waives
presentment, demand, protest, notice of protest, notice of demand and
notice of non-payment hereof.
If, as a result of any circumstance whatsoever, the
fulfillment of any payment obligation under this Note would result in
a violation of any applicable usury statute or any other similar law,
then the payment obligation to be fulfilled will be reduced to the
limit provided in such statue or law, so that in no event shall any
payment of or requirement to pay interest under this Note be in
excess of the limit established by any such statute or law, so that
in no event shall Borrower be bound to pay interest in any amount in
excess of the legal limit for the use, forbearance or detention of
money.
Page 119 of 131 Pages
<PAGE>
This Note is secured pursuant to the Pledge Agreement,
dated as of December 9, 1993, between the Taft-Peirce Manufacturing
Company and the Lender. This Note constitutes a renewal and
restatement of that certain Revolving Credit Note of the Borrower
dated November 16, 1993, payable to the order of the Lender (the
"Original Note") . The indebtedness evidenced by the Original Note is
continuing indebtedness, and nothing contained herein shall be deemed
to constitute a payment, settlement or novation of the Original Note
or to release or otherwise adversely affect any lien, mortgage or
security interest securing such indebtedness or any rights of the
Lender against any guarantor, surety or other party primarily or
secondarily liable for such indebtedness.
The validity, construction and enforcement of this Note and
the rights and obligations of the holder and Borrower hereunder,
shall be governed by and construed in accordance with the substantive
laws of the State of Illinois (without regard to conflicts of law
principles).
Borrower irrevocably consents to the service of process in
any action or proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to Borrower, such
service to be effective ten (10) days after such mailing. Borrower
absolutely and irrevocably consents and submits to the jurisdiction
of the courts of the State of Illinois and of any Federal court
located in such State in connection with any action or proceeding
brought against Borrower by Lender arising out of or relating to this
Note. Nothing herein shall affect the right to serve process in any
other manner permitted by law. Borrower hereby irrevocably
designates CT Corporation System, located a 208 South LaSalle Street,
Chicago, Illinois 60604, as the designee, appointee and agent of
Borrower to receive, for and on behalf of Borrower, service of
process in such respective jurisdictions in any legal action or
proceeding with respect to this Note and such service shall be deemed
completed 10 days after delivery thereof to said agent. It is
understood that: a copy, of such process served on any such agent
will be promptly forwarded by mail to Borrower at its address set
forth in Section 9.8 of the Agreement, but the failure of Borrower to
receive such copy shall not affect in any way the service of such
process. Borrower further irrevocably consents to the service of
process out of any of the aforementioned courts in any such action or
proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid, to Borrower at its said address,
such service to become effective 30 days after such mailing. Nothing
herein shall affect the right of Lender to serve process in any other
manner permitted by "law or to commence legal proceeding or otherwise
proceed against Borrower in any other jurisdiction.
Page 120 of 131 Pages
<PAGE>
BORROWER AND LENDER ABSOLUTELY AND IRREVOCABLY WAIVE TRIAL
BY JURY AND ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH BORROWER OR LENDER MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY SUCH ACTION OR PROCEEDING, INCLUDING WITH RESPECT TO
ANY MATTER WHICH MIGHT BE ASSERTED AGAINST LENDER BY BORROWER, IN ANY
SUCH ACTION OR PROCEEDING.
CRL, INC.
By:__________________________________
Title:_______________________________
Page 121 of 131 Pages
EXHIBIT JJ
KATY NEWS
FOR IMMEDIATE RELEASE
PRESS RELEASE
ELGIN, IL January 31, 1994 -- Katy Industries, Inc. (NYSE: KT)
announced today that its Board of Directors concluded that it was
not in the best interest of the Company and its shareholders to
continue negotiating with Steinhardt/Pensler a merger agreement
containing a dilutive option.
The Board of Directors took further action appointing
Charles W. Sahlman, Philip E. Johnson and William F. Andrews as a
committee to evaluate and recommend to the Board of Directors at a
March 8, 1994 Board of Directors meeting which of the following, a
self tender at a fixed price, a Dutch auction or a dividend of not
less than $10 per share (any one or combination of the foregoing)
that the Company should take to maximize shareholder values. No
assurance can be given as to whether or when any such action may be
taken.
Both of the foregoing actions were recommended to the
Board of Directors by the Special Committee that had been
evaluating the Steinhardt/Pensler proposal.
Katy also announced that the date for its annual meeting
of shareholders had been set for April 26, 1994 and that the record
date for such meeting had been set as March 20, 1994.
Katy Industries, Inc. is a diversified corporation with
interests in industrial machinery, industrial components and
consumer products.
Company contact:
Paul Kurowski, Corporate Secretary in Elgin at (312) 379-1121
__________________________
KATY INDUSTRIES, INC.
Headquarters
853 DUNDEE AVENUE, ELGIN, ILLINOIS 60120-3089
(708) 697-8900 - Chicago (312) 379-1121
FAX (312) 379-1130
Page 122 of 131 Pages
EXHIBIT KK
Barry J. Carroll
2340 Des Plaines Avenue - Suite 303
Des Plaines, IL 60018
(708) 297-3700
January 31, 1994
VIA FEDERAL EXPRESS,
PERSONAL DELIVERY
To the persons names on the
accompanying distribution list:
Accompanying please find a Notice of Intent to Sell on
Market given pursuant to paragraph 6 of the Stock Purchase
Agreement made as of January 1, 1983. The Notice relates to a
sale of 90,100 shares of the common stock of Katy Industries,
Inc. by the Wallace E. Carroll Trust U/A dated 5/1/58 F/B/O
Barry J. Carroll and his descendants.
Please give me written notice of your response to this
notice as soon as possible. In addition, I ask that any
Corporate Shareholders (as defined in such Agreement) who do not
intend to purchase any of these shares waive the option granted
to them by paragraph 6(c) of such Agreement with respect to these
shares by written notice to me as soon as possible.
Sincerely,
/s/ Barry J. Carroll
____________________
Barry J. Carroll
cc: Via Facsimile
Page 123 of 131 Pages
<PAGE>
DISTRIBUTION LIST
INDIVIDUAL SHAREHOLDERS
AND
REPRESENTATIVES OF TRUST, PARTNERSHIP AND CORPORATE SHAREHOLDERS
Philip E. Johnson, Esq.
Bennington, Johnson, Ruttum & Reeve
370 17th Street
Suite 2480
Denver, Colorado 80202
***
378 Lafayette Street
Denver, Colorado 80218
303/777-7474 (Home)
303/629-5200 (Office)
303/629-5718 (Telecopy)
Denis H. Carroll
CRL Industries, Inc.
2345 North Waukegan Road
Suite S200
Bannockburn, Illinois 60015
***
1000 N. Waukegan Road
Lake Forest, Illinois 60045
708/234-1327 (Home)
708/940-3940 (Office)
708/940-2599 (Telecopy)
Lelia K. Carroll
180 Franklin Street
Denver, Colorado 80218
303/777-7575 (Home)
303/777-9100 (Telecopy)
Wallace E. Carroll, Jr.
Amelia M. Carroll
P.O. Box 159, Route #1
Franktown, Colorado 80116
303/688-4333 (Home)
303/773-2800 (CRL-Denver)
303/773-2729 (Telecopy)
303/841-0970 (Pat's Bank)
303/841-0983 (Telecopy)
Barry J. Carroll
Barbara P. Carroll
55 Mayflower Road
Lake Forest, Illinois 60045
708/234-1627 (Home)
708/297-3700 (Office)
708/299-2080 (Telecopy)
Page 124 of 131 Pages
<PAGE>
Megan E. Carroll
1731 Beacon Street, Apt. 320
Brookline, Massachusetts 02146
617/731-3284 (Home)
617/731-3284 (Telecopy - same as phone)
Arthur R. Miller, Esq.
CRL Industries, Inc.
2345 North Waukegan Road
Suite S200
Bannockburn, Illinois 60015
***
1051 McCormick Drive
Lake Forest, Illinois 60045
708/615-1860 (Home)
708/940-3960 (Office)
708/945-0241 (Telecopy)
John R. Prann
c/o CRL, Inc.
8101 E. Prentice, Suite 815
Englewood, Colorado 80111
***
18759 East Long Avenue
Aurora, Colorado 80016
303/766-3359 (Home)
800/266-2138 (Office)
303/773-2729 (Telecopy)
Page 125 of 131 Pages
EXHIBIT LL
NOTICE OF INTENT TO SELL ON MARKET
This Notice of Intent to sell is hereby given by the Wallace
E. Carroll Trust U/A dated 5/1/58 F/B/O Barry J. Carroll and his
descendants (the "Selling Shareholder") pursuant to the certain
Stock Purchase Agreement dated as of January 1, 1983, as notice
to the other Shareholders of the Selling Shareholder's intent to
sell 90,100 shares of the common stock of Katy Industries, Inc.
("Shares") pursuant to a market sale.
The following information is hereby disclosed with respect
to such intended transfer of Shares:
(a) Closing price per Share on the New York Stock Exchange
on the date prior to the date hereof.
Twenty Five and Seven-Eighths Dollars ($25-7/8)
(b) Amount of any Broker's commission or finders fee
payable with respect to the intended transfer.
one-half (1/2) of one percent (1%) of sales price of
Shares
WALLACE E. CARROLL TRUST U/A DATED
5/1/58 F/B/O BARRY J. CARROLL AND
HIS DESCENDANTS
By: /s/ Barry J. Carroll
____________________
Barry J. Carroll, Trustee
Dated: January 31, 1994
Page 126 of 131 Pages
EXHIBIT MM
HOLLEB & COFF
ATTORNEYS AT LAW
2345 WAUKEGAN ROAD
SUITE S-200
BANNOCKBURN, ILLINOIS 60015
(312) 807-4600
TELECOPIER (706) 948-0241
ARTHUR R. MILLER CHICAGO OFFICE:
55 EAST MONROE
SUITE 4100
CHICAGO, ILLINOIS 60603-5896
(312) 807-4600
February 4, 1994
VIA FACSIMILE
Mr. Barry J. Carroll
2340 Des Plaines Avenue
Suite 303
Des Plaines, IL 60018
Re: Sale of Katy Industries, Inc. Stock
Dear Barry:
This letter will serve to confirm our telephone conversation
of yesterday relative to your intended sale of 90,100 shares of
common stock of Katy Industries, Inc.
You have circulated a Notice of Intent to Sell, pursuant to
the Stock Purchase Agreement dated as of January 1, 1983, to
several persons including John R. Prann and the undersigned.
Although John Prann is President and CEO of Katy Industries, and
I am General Counsel and a Director of Katy Industries, your
notice was sent to us in other capacities and for other purposes.
Accordingly, we have not undertaken to advise you regarding any
securities law considerations regarding your planned sale of
shares in Katy Industries, of which you are also a director.
It is our understanding that you have separate counsel in
the person of Mr. Young Kim of the firm of Wildman Harrold
Allen & Dixon, and that Mr. Kim or his associates have advised
you with respect to your duties and obligations with respect to
this proposed sale of shares, and that you are not relying on the
Company or its representatives with respect to any legal matters
relating to this transaction. No waiver or consent with respect
to your proposed sale of shares which either of us may execute
should in any way be construed as advice or concurrence in your
conclusion that your proposed sale of shares is permissible under
applicable securities or other laws.
Page 127 of 131 Pages
<PAGE> Very truly yours,
/s/ Arthur R. Miller
____________________
Arthur R. Miller
ARM:ms
cc: J. Prann
Page 128 of 131 Pages
EXHIBIT NN
WAIVER
THIS WAIVER is given as of February 8, 1994.
WHEREAS, the undersigned are "Shareholders" under the Stock
Purchase Agreement, dated January 1, 1983 (the "1983 Agreement"),
among certain Carroll family members and affiliates relating to
shares of the common stock of Katy Industries, Inc. ("Katy
shares");
WHEREAS, the 1983 Agreement provides that each party thereto
has a right of first refusal to acquire Katy shares proposed to
be sold by other parties thereto;
AND WHEREAS, the Wallace E. Carroll Trust U/A dated 5/1/58
F/B/O Barry J. Carroll and his descendants (the "Selling
Shareholder") now desires to sell up to 90,100 Katy shares and
the undersigned have elected not to purchase such Katy shares
from the Selling Shareholder;
NOW, THEREFORE, the parties hereto, for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, agree as follows:
1. Waiver. Each of the undersigned hereby waives any
right to, and elects not to, exercise any right of first refusal
option he may have under paragraph 6 of the 1983 Agreement with
respect to sales on market of an aggregate of not more than
90,100 Katy shares by the Selling Shareholder during the sixty
day period beginning on the date of this Waiver.
2. Counterparts. This Waiver may be executed in any
number of counterparts, all of which together shall together
constitute one and the same instrument.
3. Governing Law. This Waiver shall be governed by the
laws of the State of Delaware without regard to conflicts of
laws.
* * * * *
Page 129 of 131 Pages
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this
Waiver as of the date first above written.
LE WA COMPANY
By: /s/ Wallace E. Carroll, Jr.
Wallace E. Carroll, Jr., Vice President
CRL, INC.
By: /s/ John R. Prann, Jr.
John R. Prann, Jr., President
BUILDING MANAGEMENT CORPORATION
By: /s/ Wallace E. Carroll, Jr.
Wallace E. Carroll, Jr., Vice President
MANUFACTURERS ACCEPTANCE CORPORATION
By: /s/ John R. Prann, Jr.
John R. Prann, Jr., President
B.M. ROOT COMPANY
By: /s/ John R. Prann, Jr.
John R. Prann, Jr., President
THE TAFT-PEIRCE MANUFACTURING COMPANY
By: /s/ John R. Prann, Jr.
John R. Prann, Jr., President
Page 130 of 131 Pages
<PAGE>
Z LIQUIDATION CORPORATION
By: /s/ John R. Prann, Jr.
John R. Prann, Jr., President
CARROLL INTERNATIONAL CORPORATION
By: /s/ Barry J. Carroll
Barry J. Carroll, President
Page 131 of 131 Pages
