SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 19)*
Katy Industries, Inc.
(Name of Issuer)
Common Stock, One Dollar ($1.00) par
value
(Title of Class of Securities)
486026107
(CUSIP Number)
Jonathan P. Johnson
CRL, Inc.
6300 S. Syracuse Way, Suite 300
Englewood, CO 80111
_________________________________________________________________
(Name, Address and Telephone Number
of Person
Authorized to Receive Notices and
Communications)
February 29, 1996
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to
report the acquisition which is the
subject of this Schedule 13D, and is
filing this schedule because of
Rule 13d-1(b)(3) or (4), check the
following box.
Check the following box if a fee is
being paid with 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. 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*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6. CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
7. SOLE VOTING POWER
395,939
8. SHARED VOTING POWER
2,825,845
9. SOLE DISPOSITIVE POWER
395,939
10.SHARED DISPOSITIVE POWER
2,825,845
11.AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
3,221,784
12.CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES*
13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.5%
14. TYPE OF REPORTING PERSON*
IN<PAGE>
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
8,729
8. SHARED VOTING POWER
2,782,432
9. SOLE DISPOSITIVE POWER
8,729
10.SHARED DISPOSITIVE POWER
2,782,432
11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,791,161
12.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.5%
14.TYPE OF REPORTING PERSON*
IN<PAGE>
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
hisdescendants
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
2,073,559
9. SOLE DISPOSITIVE POWER
2,151
10.SHARED DISPOSITIVE POWER
2,073,559
11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTINGPERSON
2,075,710
12.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.2%
14.TYPE OF REPORTING PERSON*
OO<PAGE>
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
hisdescendants
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
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
507,121
8. SHARED VOTING POWER
2,073,559
9. SOLE DISPOSITIVE POWER
507,121
10.SHARED DISPOSITIVE POWER
2,073,559
11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,580,680
12.CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES
CERTAIN SHARES*
13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.1%
14.TYPE OF REPORTING PERSON*
OO<PAGE>
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 F/B/O Wallace
E. Carroll, Jr. and
hisdescendants
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
11,881
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
11,881
10.SHARED DISPOSITIVE POWER
-0-
11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,881
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>
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 F/B/O Wallace
E. Carroll, Jr. and hisdescendants
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
180,661
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
180,661
10.SHARED DISPOSITIVE POWER
-0-
11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,661
12.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
14.TYPE OF REPORTING PERSON*
OO<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Subtrusts under The Wallace E.
and Lelia H. Carroll Trust U/A
Dated 12/15/78
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
7,059
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
7,059
10.SHARED DISPOSITIVE POWER
-0-
11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,059
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>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Subtrusts under 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>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Subtrusts under 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>
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*
WC
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
2,073,559
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
2,073,559
10.SHARED DISPOSITIVE POWER
-0-
11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,073,559
12.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.2%
14. TYPE OF REPORTING PERSON*
CO<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Wallace 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
32,910
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
32,910
10.SHARED DISPOSITIVE POWER
-0-
11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
32,910
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>
AMEND MENT NO. 19
TO SCHEDULE 13D
This amended 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)(i) 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").
This amended statement on
Schedule 13D is jointly filed by
Wallace E. Carroll, Jr., Amelia M.
Carroll, 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 5/1/58 F/B/O
Wallace E. Carroll, Jr. and his
descendants (the "WEC Jr. '58 Trust"),
The Lelia H. Carroll Trust U/A Dated
7/12/62 F/B/O Wallace E. Carroll, Jr.
and his descendants (the "WEC Jr. '62
Trust"), The Wallace E. Carroll Trust
U/A Dated 1/20/61 F/B/O Wallace E.
Carroll, Jr. and his descendants (the
"WEC Jr. '61 Trust"), the Subtrusts
under The Wallace E. and Lelia H.
Carroll Trust U/A Dated 12/15/78 F/B/O
Wallace E. Carroll, Jr. and his
descendants (the "WEC Jr. '78
Subtrusts"), the Subtrusts under The
Wallace E. Carroll, Jr. Trust Number 1
U/A Dated 12/30/76 (the "WEC Jr. '76
Subtrusts Number 1"), the Subtrusts
under The Wallace E. Carroll, Jr. Trust
Number 2 U/A Dated 12/30/76 (the "WEC
Jr. '76 Subtrusts Number 2"), CRL,
Inc., a Delaware corporation ("CRL"),
and The Wallace Foundation pursuant to
a Joint 13D Filing Agreement dated as
of February 29, 1996 (collectively, the
"Reporting Persons").
Item 2. Identity and Background
Item 2 is hereby amended as
follows:
As a result of the closing on
February 29, 1996 of the Reorganization
(as previously defined under Item 4 of
Amendment No. 17 to this statement) of
the jointly held assets of the members
of the family of Wallace E. Carroll,
certain trusts formed for their benefit
and entities controlled by them (the
"Carroll Family"), only the persons or
entities identified above are
continuing as Reporting Persons for
purposes of this amended statement
(collectively, the "WEC Jr. Family
Stockholders").
As a result of the closing of the
Reorganization, D.H. Carroll, trusts
for the benefit of D.H. Carroll and his
descendants and certain entities
controlled by them (collectively, the
"DHC Family Stockholders"), who were
previously Reporting Persons under
this statement, have ceased to be
Reporting Persons for purposes of this
amended statement.
As a result of the closing of the
Reorganization, Lelia Carroll, trusts
for the benefit of Lelia Carroll and
her descendants and certain entities
controlled by them (collectively, the
"LC Family Stockholders"), who were
previously Reporting Persons under
this statement, have ceased to be
Reporting Persons for purposes of this
amended statement.
In addition, Philip E. Johnson
and Arthur R. Miller, who were
previously Reporting Persons under
this statement, have ceased to be
Reporting Persons for purposes of this
amended statement.
Item 3. Source of Funds
Item 3 is hereby amended as
follows:
The source of funds used by
Wallace E. Carroll, Jr. and the WEC Jr.
'62 Trust to acquire additional Shares
from LeWa as described under Item 5 of
this amended statement consisted of the
redemption by LeWa of LeWa common stock
held by Mr. Carroll and the WEC Jr. '62
Trust. The source of funds used by CRL
to make the purchases of additional
Shares from LeWa described in Item 5 of
this amended statement was the general
assets of CRL.
Item 4. Purpose of Transaction
Item 4 is hereby amended as
follows:
The Reorganization was
consummated by the Carroll Family for
purposes of distributing or allocating
the jointly held assets of the Carroll
Family to the individual members of the
Carroll Family, trusts for their
benefit or the benefit of their
descendants, or entities controlled by
them. As a result of the
Reorganization, as described in Item 5
below, the WEC Jr. Family Stockholders
acquired sole beneficial ownership of
certain Shares previously reported as
jointly beneficially owned by members
of the Carroll Family.
Item 5. Interest in Securities of the
Issuer
Item 5 is hereby amended as
follows:
The amended information
regarding sole and shared beneficial
ownership of Shares of the Reporting
Persons and the related percentage
ownership for each of such Reporting
Persons is incorporated herein by
reference to the cover pages to this
amended statement.
In connection with the
Reorganization, CRL redeemed all of its
common stock other than that held by
certain of the WEC Jr. Family
Stockholders in exchange for cash
and/or assets. As a result, Wallace E.
Carroll, Jr., the WEC Jr. '57 Trust and
WEC Jr. '58 Trust became the only
remaining shareholders of CRL and
therefore may be deemed to beneficially
own all Shares held by CRL. Also in
connection with the Reorganization,
LeWa Company ("LeWa"), which was
previously a Reporting Person,
redeemed all of its common stock other
than that held by certain of the DHC
Family Stockholders. Wallace E.
Carroll, Jr. and the WEC Jr. '62 Trust
received 303,873 and 108,559 Shares,
respectively, from LeWa pursuant to the
redemption of the LeWa common stock
held by Wallace E. Carroll, Jr. and the
WEC Jr. '62 Trust. In connection with
the Reorganization, LeWa also sold
directly to CRL 19,279 Shares at a
purchase price of $11.10 per share.
After giving effect to the
Reorganization, the WEC Jr. Family
Stockholders (which includes all of the
Reporting Persons under this amended
statement) collectively beneficially
own 3,221,784 Shares representing
37.5% of the outstanding Shares
(excluding an additional 23,294 Shares
directly held by the children of
Wallace E. Carroll, Jr. and Amelia M.
Carroll). Percentage beneficial
ownership as reported in this amended
statement is based upon 8,586,087
Shares outstanding as of March 7, 1996.
The following table indicates
the direct beneficial ownership of each
of the WEC Jr. Family Stockholders
(which includes all of the Reporting
Persons under this amended statement):
NAME
SHARES
WallaceE.Carroll,Jr.(1) 395,939
Amelia M. Carroll(2) 8,729
WEC Jr. '57 Trust 2,151
WEC Jr. '58 Trust 507,121
WEC Jr. '61 Trust 11,881
WEC Jr. '62 Trust 180,661
WEC Jr. '78 Subtrusts 7,059
WEC Jr.'76Subtrusts(1) 1,000
WEC Jr.'76Subtrusts(2) 774
CRL, Inc.(3) 2,073,559
Wallace Foundation(4) 32,910
TOTAL 3,221,784
(1) Includes currently exercisable options to
acquire 2,000 Shares and 2,116 Shares previously
reported as held by the WEC Partnership, Ltd. which were
distributed to Wallace E. Carroll, Jr. in March 1996.
(2) Includes 2,565 Shares previously reported as held
by the WEC Partnership, Ltd. which were distributed to
Amelia M. Carroll in March 1996.
(3) Includes shares formerly held by wholly owned
subsidiary previously included as a Reporting
Person.
(4) Shares were previously reported as held by the
Carroll Foundation. The Carroll Foundation
distributed all shares held by it in March 1996 to new
foundations established by Wallace E. Carroll, Jr., D.H.
Carroll and Lelia Carroll.
The trustees of the WEC Jr. '57
Trust, WEC Jr. '58 Trust, WEC Jr. '61
Trust and WEC Jr. '62 Trust are Wallace
E. Carroll, Jr. Amelia Carroll, Arthur
R. Miller, Robert E. Kolek and Allen
Lev. The trustees of the WEC Jr. '76
Subtrusts Number 1 and WEC Jr. '76
Subtrusts Number 2 are Philip E.
Johnson and Arthur R. Miller. The
trustees of the WEC Jr. '78 Subtrusts
are Wallace E. Carroll, Jr., Amelia M.
Carroll and Arthur R. Miller. All of
such trustees may be deemed to share
beneficial ownership of the Shares
directly and indirectly beneficially
owned by such trusts. Messrs. Miller,
Kolek, Lev and Johnson disclaim such
beneficial ownership. Wallace E.
Carroll, Jr. is the trustee of the
Wallace Foundation and may be deemed to
beneficially own the Shares held by the
Wallace Foundation.
After giving effect to the
Reorganization, the DHC Family
Stockholders collectively may be
deemed to beneficially own
approximately 7.1% of the outstanding
Shares and are filing a separate
Schedule 13D reporting such ownership.
The WEC, Jr. Family Stockholders
expressly disclaim that they are acting
as a group with the DHC Family
Stockholders for purposes of
acquiring, holding or disposing of
Shares.
After giving effect to the
Reorganization, the LC Family
Stockholders collectively may be
deemed to beneficially own
approximately 3.0% of the outstanding
Shares and are therefore no longer
subject to the reporting requirements
of Section 13(d). The WEC Jr. Family
Stockholders expressly disclaim that
they are acting as a group with the LC
Family Stockholders for purposes of
acquiring, holding or disposing of
Shares. Amelia M. Carroll is a trustee
of certain trusts included in the LC
Family Stockholder group holding an
aggregate of 42,372 Shares, beneficial
ownership of which is disclaimed by
Amelia M. Carroll. Such shares are not
included in the reported beneficial
ownership of Amelia M. Carroll or the
WEC Jr. Family Stockholders.
Philip E. Johnson continues to
serve as trustee of certain of the
trusts included in the WEC Jr. Family
Stockholders and the LC Family
Stockholders (collectively
beneficially owning less than 5% of the
outstanding Shares). Arthur R. Miller
continues to serve as trustee of
certain of the trusts included in the
WEC Jr. Family Stockholders, the DHC
Family Stockholders and the LC Family
Stockholders (collectively
beneficially owning 3,387,479 Shares
which represent 39.5% of the
outstanding Shares). The reporting
obligation of Mr. Miller after the date
hereof as a result of his position as
trustee will be satisfied by the
reporting by such trusts under this
amended statement and on the statement
filed by the DHC Family Stockholders
referred to above.
As disclosed above, the LC Family
Stockholders ceased to be the
beneficial owners of more than 5% of
the outstanding Shares as of the
closing of the Reorganization on
February 29, 1996. During the past
sixty days, the Wallace E. Carroll
trust U/A Dated 7/1/57 F/B/O Lelia
Carroll and her descendants and the
Wallace E. Carroll Trust U/A Dated
5/1/58 F/B/O Lelia Carroll and her
descendants (each of which was formerly
a Reporting Person and which are
members of the LC Family Stockholders
group) sold the following Shares in
market transactions effected on the New
York Stock Exchange:
DATE SHARES PRICE
2/12/96 5,000 $11.875
2/14/96 4,500 $12.00
2/15/96 500 $12.00
2/21/96 2,000 $11.75
2/22/96 2,000 $11.875
2/26/96 2,000 $11.75
TOTAL 16,000
Item 6. Contracts, Arrangements,
Understandings or Relationships
With Respect to Securities of the
Issuer
Item 6 is hereby amended as
follows:
The definitive terms of the CRL
Guarantee and WEC Guarantee (as
previously reported under Items 5 and 6
of Amendments No. 17 and 18 to this
statement) are incorporated by
reference to the full text of such
agreements filed as Exhibit QQ (CRL,
Inc. Guarantee Agreement) and Exhibit
RR (Put/Call Agreement) to this amended
statement.
The terms of the CRL, Inc.
Redemption and Exchange Agreement
relating to the redemption described in
Item 5 of this amended statement are
incorporated by reference to the full
text of such agreement filed as Exhibit
SS to this amended statement. The
terms of the LeWa Company Redemption
and Exchange Agreement relating to the
redemption described in Item 5 of this
amended statement are incorporated by
reference to the full text of such
agreement filed as Exhibit TT to this
amended statement.
The terms of the Purchase
Agreement between CRL and LeWa relating
to the purchases described in Item 5 of
this amended statement are
incorporated by reference to the full
text of such agreement filed as Exhibit
UU to this amended statement.
CRL has pledged to The Northern
Trust Company 2,054,280 Shares held by
CRL as collateral for its revolving
line of credit with The Northern Trust
Company.
Item 7. Material to be Filed as
Exhibits
Item 7 is hereby amended as
follows:
ExhibitQQ - CRL,Inc.Guarantee Agreement
Exhibit RR - Put/Call Agreement
Exhibit SS - CRL, Inc. Redemption and Exchange Agreement
Exhibit TT - LeWa Company Redemption and Exchange Agreement
Exhibit UU - Purchase Agreement between CRL, Inc. and the LeWa Company
Exhibit VV - Joint Filing Agreement among WEC Jr. Family Stockholders
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: March 13, 1996
By: /s/ Jonathan P. Johnson
___________________
Jonathan P. Johnson,
as attorney-in-fact
for the Reporting Persons.
EXHIBIT QQ
CRL, INC.
GUARANTEE AGREEMENT
This Guarantee
Agreement (the "Agreement") is made by
and between CRL, Inc., a Delaware
corporation ("CRL"), Wallace E.
Carroll, Jr. ("WEC"), Lelia Carroll
("LC") and Holden Investment L.L.C., an
Illinois limited liability company
("Holden"), as of February 29, 1996.
RECITALS
A. CRL, certain members of the family
of Wallace E. Carroll and various
trusts and other entities
established by them offered to
purchase all of the publicly-held
shares of the common stock of Katy
industries, Inc. ("Katy") in 1993.
B. In December 1993, the Board of
Directors of CRL (the "Board")
deemed it to be in the best
interest of CRL to obtain
additional shares of Katy through
open market purchases.
C. The Board was advised that due to
regulatory considerations, CRL
should not at that time purchase
the additional shares.
D. The Board determined that the
economic interest of CRL in the
shares of Katy stock held by CRL
would be maximized through the
purchase of additional shares of
Katy stock by WEC and LC.
E. To induce WEC and LC to make such
purchases of additional shares of
Katy stock, CRL guaranteed WEC and
LC that they would not suffer
financial loss in connection with
such purchases. CRL did not
require as a condition to such
guarantee that any profits
realized from the proposed
purchases be returned to CRL.
F. As an additional inducement to
make the purchases described
above, CRL agreed to loan and did
loan to WEC and LC funds necessary
to make such purchases.
G. In consideration of these
guarantees and loans from CRL, WEC
and LC agreed to purchase and did
each purchase 118,900 shares,
respectively, of Katy stock in
December 1993.
H. As of the date hereof, CRL and
other entities owned by members of
the family of Wallace E. Carroll
and trusts for their benefit are
being reorganized (the
"Reorganization").
I. Pursuant to the Reorganization,
the shareholders of CRL are
receiving distributions from CRL
and assuming certain liabilities
of CRL equal to their
proportionate share of the net
asset value of CRL (with WEC and
his family trusts retaining their
proportionate share through
ownership of all of the
outstanding common stock of CRL
after giving effect to the
Reorganization).
J. Pursuant to the Reorganization,
CRL is also contributing to Holden
certain of the assets and
liabilities of CRL in exchange for
which CRL will receive membership
interests in Holden which will
thereafter be distributed to CRL
shareholders in accordance with
Recital I above.
K. In connection with the
Reorganization, the parties
desire to quantify, satisfy and
administer CRL's guarantee
obligation to WEC and LC in the
manner described in this
Agreement.
L. Prior to the date of this
Agreement, WEC sold 31,150 shares
of Katy stock and LC sold 56,000
shares of Katy stock subject to
the guarantee obligation
described in this Agreement.
NOW, THEREFORE, in consideration
of these Recitals, the mutual covenants
contained herein and other good and
valuable consideration, the parties
agree as follows:
1. Guarantee Obligations. CRL
hereby acknowledges and affirms its
guarantee obligation to reimburse WEC
and LC for any Financial Loss that they
have incurred as a result of purchases
of the shares of Katy stock (the
"Guarantee Obligation") described in
Recital G above. For purposes of the
foregoing, "Financial Loss" includes
any decrease in market value, interest
charges on the loans from CRL,
transaction costs, income taxes
resulting from dividends or gains on
sales of the Katy stock and income
taxes resulting from the payment of the
Guarantee Obligation. Dividends
received and tax benefits resulting
from losses on the sales of the Katy
stock shall be included in the
calculation of the Guarantee
Obligation in the manner set forth on
Exhibit A and Exhibit B in determining
the amount due to WEC and LC,
respectively.
2. Treatment of Guarantee to
WEC. The parties agree that the Katy
stock held by WEC subject to the
Guarantee Obligation by CRL shall be
valued at $11.10 per share as of the
date of this Agreement (as if such
shares had been sold at a price of
$11.10 per share as of the date of this
Agreement). Accordingly, the value of
the Guarantee Obligation due to WEC by
CRL is fixed as of the date of this
Agreement as set forth on Exhibit A and
CRL's net asset value for the purposes
of the Reorganization shall be reduced
by the amount of such Guarantee
Obligation to WEC. After giving effect
to the Reorganization, as a result of
which WEC and his family trusts will
own all of the outstanding capital
stock of CRL, the liability for the
Guarantee Obligation to WEC will be
deemed to continue as a corporate
liability of CRL due to WEC in the fixed
amount set forth on Exhibit A.
3. Treatment of Guarantee to
LC. In connection with the
Reorganization, the parties agree that
CRL shall contribute to Holden (in the
manner described in Recital J above)
the liability representing the CRL
Guarantee Obligation to LC together
with assets sufficient to fund the
Guarantee Obligation based upon an
assumed sales price of $11.10 per share
of Katy stock as determined in
accordance with Exhibit B. The net
asset value of CRL immediately prior to
the Reorganization shall be reduced by
the value of the Guarantee Obligation
due to LC based upon an assumed sales
price of $11.10 per share as reflected
on Exhibit B. After contribution of
the Guarantee Obligation by CRL to
Holden, Holden agrees that it shall be
responsible for any payments due to LC
upon sales of Katy stock by LC
subsequent to the date of the closing
of the Reorganization. Upon any sales
of Katy stock subject to the Guarantee
Obligation, LC shall submit sales
information in writing to Holden and
Holden shall pay to LC an amount equal
to the Guarantee Obligation with
respect to such shares (based upon the
actual sales prices without regard to
the assumed sales price referred to
above). Any sales of shares by LC at a
price less than $11.10 per share
resulting in an increase in the actual
Guarantee Obligation shall require
additional payment to Holden by CRL's
former shareholders (proportionate to
their holdings immediately prior to the
Reorganization) in which case Holden
shall exercise its rights under that
certain Allocation, Indemnification
and Tax Matters Agreement of even date
herewith to seek reimbursement from
such former CRL shareholders. Any
sales of shares by LC at a price greater
than $11.10 per share resulting in a
decrease in the actual Guarantee
Obligation to LC shall inure to the
benefit of the former CRL shareholders
such that the difference between the
actual Guarantee Obligation and the
assumed Guarantee Obligation on
Exhibit B shall be distributed by
Holden to the former shareholders of
CRL in proportion to their former
shareholdings in CRL immediately prior
to the Reorganization. CRL, Holden and
LC agree that the Guarantee Obligation
described in this Agreement with
respect to any shares not sold by LC
within one year of the date of this
Agreement shall be satisfied in full by
payment of the Guarantee Obligation by
Holden to LC based upon an assumed
sales price of $11.10 per share which
payment shall be made within thirty
(30) days of the expiration of such one
year period.
4. General Provisions.
(a) Integration; Amendment.
This Agreement and the other agreements
referred to herein constitute the
entire agreement and understanding of
the parties hereto concerning the
subject matter hereof, and supersedes
all prior and contemporaneous
negotiations, undertakings and
agreements between the parties,
whether oral or written, relating to
the subject matter hereof. With
respect to each party to this
Agreement, no representation, induce-
ment, agreement, promise,
understanding or waiver altering,
modifying, taking from or adding to the
terms, provisions or conditions hereof
shall have any force or effect unless
the same is in writing and duly
executed by the parties.
(b) Notices. Any notice,
request, instruction or other
communication to be given and delivered
hereunder by any party hereto shall be
in writing and shall be deemed to have
been duly given (i) on the date of
delivery, provided delivery is
actually tendered at the appropriate
address, addressed to the persons
identified below (a) in person, or (b)
by courier service, or (c) by facsimile
copy (with original copy mailed the
same day), or (ii) three (3) days after
deposit in the U.S. mail by first class
certified mail, postage prepaid,
return receipt requested, all
addressed as set forth below:
To LC: With a copy to:
Lelia Carroll Bruce Ducker, Esq.
180 Franklin St Ducker Dewey& Seawell
Denver, CO 80218 One Civic Center Plaza
Fax: (303)777-9100 1560 Broadway, # 1500
Denver, CO 80202
Fax: (303) 861-4017
To WEC or CRL: With a copy to:
Wallace E. Carroll, Jr. Jonathan P. Johnson
c/o CRL, Inc. CRL, Inc.
or 6300 S.Syracuse Way
CRL, Inc. Suite 300
6300 S. Syracuse Way Englewood,CO 80111
Suite #300 Fax: (303) 773-2729
Englewood, CO 80111
Fax: (303) 773-2729
and
Bruce L. Rogers, Esq.
Hogan & Hartson L.L.P.
One Tabor Center, # 1500
1200 Seventeenth Street
Denver, CO 80202
Fax: (303) 899-7333
To Holden: With a copy to:
James Elsen DeweyCrawford, Esq.
Holden Investments LLC Gardner Carton & Douglas
2340 Des Plaines Avenue Quaker Tower
Suite 303 321 North Clark St, #3400
Des Plaines, IL 60018 Chicago, IL 60610-4795
Fax: (847) 299-2080 Fax: (312) 644-3381
or such other address as any of the
foregoing shall designate to the others in
conformity with the foregoing. Any notice
to any party shall also be given to all
other parties to this Agreement.
(c) Construction. No provision
of this Agreement shall be construed
against any party on the ground that such
party (or its counsel) drafted the
provision or caused it to be drafted.
(d) Governing Law. This
Agreement shall be governed by and
construed in accordance with the laws of
the State of Colorado excluding, however,
as much of said law as relates to conflicts
or choice of laws.
(e) Waiver; Remedies. No delay
on the part of any party in exercising any
right, power or privilege shall operate as
a waiver thereof, nor shall any waiver of
any right, power or privilege operate as a
waiver of any other right, power or
privilege, nor shall any single or partial
exercise of any right, power or privilege
preclude any other or further exercise
thereof or of any other right, power or
privilege. The rights and remedies herein
provided are cumulative and are not
exclusive of any rights or remedies that
the parties otherwise may have at law in
equity or both.
(f) Beneficiaries of Agreement.
The rights and obligations contained in
this Agreement are hereby declared by the
parties hereto to have been provided
expressly for the exclusive benefit of
such persons and entities (as applicable)
as set forth herein, and shall not benefit,
and do not benefit, any unrelated third
parties.
(g) Arbitration. If any dispute
arises between the parties hereto under or
concerning this Agreement or the terms
hereof, which dispute would ordinarily be
resolved by an action at law, the parties
hereto shall, within five (5) days of the
date that such dispute arises, submit such
issue to an entity to be mutually agreed
upon by the parties involved in such
dispute (the "Arbitrator") for arbitration
in accordance with the terms of this
Section 4(g). The parties hereto shall
attempt in good faith to agree upon an
entity to serve as the Arbitrator
hereunder within such five (5) day period.
In the event that the parties involved in
such dispute are not able to agree upon an
entity to serve as the Arbitrator as
provided above, each of said parties shall
select a representative, and all
representatives so selected shall
collectively appoint the Arbitrator to
resolve the issue in dispute. Upon
submission of the dispute to arbitration,
each party involved in the dispute (or any
representative selected by such party)
shall present his, her or its argument to
the Arbitrator. The arbitration shall
otherwise proceed in accordance with the
then existing rules of the American
Arbitration Association. The decision of
the Arbitrator shall be made within thirty
(30) days following the close of the
hearing and shall be final and binding upon
the parties hereto with respect to the
dispute. The non-prevailing party shall
pay the fees and expenses of the
Arbitrator; and the other expenses of the
arbitration (including, without
limitation, an award of attorneys' fees to
the prevailing party) shall be paid as the
Arbitrator determines. Each of the
parties hereto, for himself, herself or
itself, and their respective successors
and assigns, as applicable, hereby agrees
to the provisions of this Section 4(g) and
waive any right to any claim or cause of
action he, she or it may have in connection
with an arbitration to be held pursuant to
the terms of this Section 4(g).
(h) Assignment. The parties
hereto have entered into this Agreement
intending to be bound hereby, and this
Agreement shall be a binding and
enforceable agreement and shall inure to
the benefit of, and be enforceable by, the
parties hereto and their respective
successors and assigns.
(i) Severability. Whenever
possible, each provision of this Agreement
shall be interpreted in such a manner as to
be effective and valid under applicable
law. However, notwithstanding anything
contained in this Agreement to the
contrary, if any provision of this
Agreement shall be prohibited by or
invalid under applicable law, such
provision shall be ineffective only to the
extent of such prohibition or invalidity,
without invalidating the remaining
provisions of this Agreement.
(j) Headings. The titles of the
Sections hereto have been inserted as a
matter of convenience of reference only,
and shall not control or affect the
meaning, interpretation or construction of
this Agreement.
(k) Counterparts. This
Agreement may be executed and delivered in
any number of counterparts, each of which
shall be considered an original but all of
which, collectively, shall constitute a
single agreement.
* * * * IN WITNESS WHEREOF, the parties hereto
have executed this Agreement this 29th day
of February, 1996.
CRL, INC.
By: ________________
Jonathan P. Johnson
Its President
____________________
Lelia Carroll
____________________
Wallace E. Carroll, Jr.
HOLDEN INVESTMENTS, L.L.C.
By: _________________
Its: ________________
<TABLE>
<CAPTION>
Exhibit A
12/93 Katy Purchase - Impact on Pat
As of 2/29/96
Loan Activity
Date Activity Amount Interest Amount Balance
Received Earned Paid Owed
<S> <C> <C> <C> <C> <C>
12/09/93 Loan from CRL $ 550,000.00 $ 550,000.00
12/09/93 Purchase of Stock 550,000.00
12/10/93 Loan from CRL 2,640,857.50 3,190,857.50
12/10/93 Purchase of Stock 3,190,857.50
12/31/93 Interest Earned 13,568.28 3,204,425.78
01/??/94 Dividend Proceeds 3,204,425.78
01/31/94 Interest Earned 18,970.30 3,223,396.08
02/28/94 Interest Earned 17,134,47 3,240,530.55
03/31/94 Interest Earned 19,145.14 3,259,675.69
04/20/94 Dividend Proceeds 3,259,675.69
04/30/94 Interest Earned 19,538.54 3,279,214.23
05/31/94 Interest Earned 21,658.49 3,300,872.72
06/30/94 Interest Earned 21,636.64 3,322,509.36
07/31/94 Interest Earned 21,974.92 3,344,484.28
07/31/94 Sales Proceeds 3,344,484.28
07/31/94 Repayment (716,577.76) 2,627,906.52
08/01/94 Interest Received 2,627,906.52
08/25/94 Dividend Proceeds 2,627,906.52
08/31/94 Interest Earned 18,976.46 2,646,882.98
09/01/94 Interest Received 2,646,882.98
09/30/94 Interest Earned 18,886.52 2,665,769.50
10/01/94 Interest Received 2,665,769.50
10/20/94 Dividend Proceeds 2,665,769.50
10/31/94 Interest Earned 19,516,07 2,685,285.57
11/01/94 Interest Received 2,685,285.57
11/30/94 Interest Earned 19,695.94 2,704,981.51
12/01/94 Interest Received 2,704,981.51
12/31/94 Interest Earned 21,188.88 2,726,170.39
01/01/95 Interest Received 2,726,170.39
01/20/95 Dividend Proceeds 2,726,170.39
01/31/95 Interest Earned 21,188.88 2,747,359.27
02/01/95 Interest Received 2,747,359.27
02/28/95 Interest Earned 20,145.62 2,767,504.89
03/01/95 Interest Received 2,767,504.89
03/31/95 Interest Earned 20,811.05 2,788,315.94
03/31/95 Payments (1,250,000.00) 1,538,315.94
04/01/95 Interest Received 1,538,315.94
04/20/95 Dividend Proceeds 1,538,315.94
04/30/95 Interest Earned 12,626.40 1,550,942.34
05/01/95 Interest Received 1,550,942.34
05/31/95 Interest Earned 13,047.28 1,563,989.62
06/01/95 Interest Received 1,563,989.62
06/30/95 Interest Earned 11,363.76 (1,575,353,38) 0.00
07/31/95 Dividend Proceeds 0.00
07/31/95 Interest Received 0.00
08/31/95 Interest Received 0.00
09/30/95 Interest Received 0.00
10/31/95 Dividend Proceeds 0.00
10/31/95 Interest Received 0.00
11/30/95 Interest Received 0.00
12/31/95 Assume interest paid on outside
funding source for debt payoff: 0.00
6/95 debt payoff, prime +1, 6 months 76,798.00 76,798.00
SUBTOTALS: 3,190,857.50 427,871.64 ($3,541,931.14) 76,798.00
</TABLE>
<TABLE>
<CAPTION>
Exhibit A
12/93 Katy Purchase - Impact on Pat
As of 2/29/96
STOCK ACTIVITY
Date Activity Amount Amount Net Net Cash
Paid Received
<S> <C> <C> <C> <C> <C>
12/09/93 Loan from CRL $ 550,000.00
12/09/93 Purchase of Stock ($ 550,000.00) ($ 550,000.00) 0.00
12/10/93 Loan from CRL ( 550,000.00) 2,640,857.50
12/10/93 Purchase of Stock (2,640,857.50) (3,190,857.50) 0.00
12/31/93 Interest Earned (3,190,857.50) 0.00
01/??/94 Dividend Proceeds 7,431.25 (3,183,426.25) 7,431.25
01/31/94 Interest Earned (3,183,426.25) 7,431.25
02/28/94 Interest Earned (3,183,426.25) 7,431.25
03/31/94 Interest Earned (3,183,426.25) 7,431.25
04/20/94 Dividend Proceeds 7,431.25 (3,175,995.00) 14,862.50
04/30/94 Interest Earned (3,175,995.00) 14,862.50
05/31/94 Interest Earned (3,175,995.00) 14,862.50
6/30/94 Interest Earned (3,175,995.00) 14,862.50
07/31/94 Interest Earned (3,175,995.00) 14,862.50
07/31/94 Sales Proceeds 716,577.76 (2,459,417.24) 731,440.26
07/31/94 Repayment (2,459,417.24) 14,862.50
08/01/94 Interest Received 82.28 (2,459,334.96) 14,944.78
08/25/94 Dividend Proceeds 1,228,500.00 (1,230,834.96) 1,243,444.78
08/31/94 Interest Earned (1,230,834.96) 1,243,444.78
09/01/94 Interest Received 217.74 (1,230,617.22) 1,243,662.52
09/30/94 Interest Earned (1,230,617.22) 1,243,662.52
10/01/94 Interest Received 1,036.50 (1,229,580.72) 1,244,699.02
10/20/94 Dividend Proceeds 5,484.38 (1,224,096.34) 1,250,183.40
10/31/94 Interest Earned (1,224,096.34) 1,250,183.40
11/01/94 Interest Received 1,073.43 (1,223,022.91) 1,251,256.83
11/30/94 Interest Earned (1,223,022.91) 1,251,256.83
12/01/94 Interest Received 1,042.80 (1,221,980.11) 1,252,299.63
12/31/94 Interest Earned (1,221,980.11) 1,252,299.63
01/01/95 Interest Received 1,078.49 (1,220,901.62) 1,253,378.12
01/20/95 Dividend Proceeds 5,484.38 (1,215,417.24) 1,258,862.50
01/31/95 Interest Earned (1,215,417.24) 1,258,862.50
02/01/95 Interest Received 1,080.77 (1,214,336.47) 1,259,943.27
02/28/95 Interest Earned (1,214,336.47) 1,259,943.27
03/01/95 Interest Received 980.00 (1,213,356.47) 1,260,923.27
03/31/95 Interest Earned (1,213,356.47) 1.260,923.27
03/31/95 Payments (1,213,356.47) 10,923.27
04/01/95 Interest Received 912.28 (1,212,444.19) 11,835.55
04/20/95 Dividend Proceeds 5,484.38 (1,206,959.81) 17,319.93
04/30/95 Interest Earned (1,206,959.81) 17,319.93
05/01/95 Interest Received 11.40 (1,206,948.41) 17,331.33
05/31/95 Interest Earned (1,206,948.41) 17,331.33
06/01/95 Interest Received 14.88 (1,206,933.53) 17,346.21
06/30/95 Interest Earned (1,206,933.53) (1,558,007.17)
07/31/95 Dividend Proceeds 5,484.38 (1,201,449.15) (1,552,522.79)
07/31/95 Interest Received 14.40 (1,201,434.75) (1,552,508.39)
08/31/95 Interest Received 16.53 (1,201,418.22) (1,552,491,86)
09/30/95 Interest Received 19.84 (1,201,398.38) (1,552,472.02)
10/31/95 Dividend Proceeds 5,484.38 (1,195,914.00) (1,546,987.64)
10/31/95 Interest Received 19.20 (1,195,894.80) (1,546,968.44)
11/30/95 Interest Received 21.04 (1,195,873.76) (1,546,947.40)
12/31/95 Assume interest paid on outside (1,195,873.76) (1,546,947.40)
funding source for debt payoff: (1,195,873.76) (1,546,947.40)
6/95 debt payoff, prime +1, 6 months (1,195,873.76) (1,546,947.40)
01/31/96 Dividend Proceeds 5,484.38 (1,190,389.38) (1,541,463.02)
SUBTOTALS: (3,190,857.50) 2,000,468.12 (1,190,389.38) (1,541,463.02)
</TABLE>
<TABLE>
<CAPTION>
Exhibit A
12/93 Katy Purchase - Impact on Pat
As of 2/29/96
Activity Shares Tax $/Share Tax Net Cash
Rate Impact
<S> <C> <C> <C> <C> <C>
Subtotals Above (1,541,463.02)
Tax Benefit on 7/94 Sales
Taxes: Net Proceeds $ 716,577.76
Basis at 31,150.00 shares x $26.79 per share = 834,398.86
Loss ( 117,821.10)
Tax Benefit at 31.60% 37,231.47
Future Sale of Stock Currently Held
Shares: 87,750
Value at $11.10 974,025.00
Taxes: Proceeds at 87,750.00 shares x $11.10 per share = 974,025.00
Basis at 87,750.00 shares x $26.79 per share = 2,350,513.64
Loss (1,376,488.64)
Tax Benefit at 31.60% 434,970.41
Taxes Owed on Dividends at 42.62%
9/94 Extraordinary 1,228,500.00 (523,586.70)
1995 Normal 47,768.78 ( 20,359.05)
Taxes Owed on Interest Received at 42.62%
1994 3,452.75 ( 1,471.56)
1995 4,185.36 ( 1,783.80)
Tax Benefit from Interest Paid at 42.62% 427,871.64 182,358.89
Debt Owed to CRL/Other ( 76,798.00)
Preliminary Loss to Pat (536,876.37)
Tax effect of payment to Pat at 31.60% (248,030.60)
Total Loss of Pat / Payment from CRL (784,906.97)
</TABLE>
<TABLE>
<CAPTION>
Exhibit B
12/93 Katy Purchase - Impact on Sis
As of 2/29/96
Loan Activity
Date Activity Amount Interest Amount Balance
Received Earned Paid Owed
<S> <C> <C> <C> <C> <C>
12/09/93 Loan from CRL $ 550,000.00 $ 550,000.00
12/09/93 Purchase of Stock 550,000.00
12/10/93 Loan from CRL 2,640,857.50 3,190,857.50
12/10/93 Purchase of Stock 3,190,857.50
12/31/93 Interest Earned 13,568.28 3,204,425.78
01/31/94 Interest Earned 18,970.30 3,223,396.08
02/28/94 Interest Earned 17,134,47 3,240,530.55
03/31/94 Interest Earned 19,145.14 3,259,675.69
04/30/94 Interest Earned 19,538.54 3,279,214.23
05/31/94 Interest Earned 21,658.49 3,300,872.72
6/30/94 Interest Earned 21,636.64 3,322,509.36
07/31/94 Interest Earned 21,974.92 3,344,484.28
07/31/94 Sales Proceeds 3,344,484.28
07/31/94 Repayment (716,577.76) 2,627,906.52
08/31/94 Interest Earned 18,976.46 2,646,882.98
09/30/94 Interest Earned 17,730.20 2,664,613.18
9/30/94 Dividend Proceeds 1,243,000.00) 1,421.513.18
10/31/94 Interest Earned 10,554.61 1,432,167.79
11/30/94 Interest Earned 10,651.89 1,442,819.68
12/31/94 Interest Earned 11,459.29 1,454,278.97
12/31/94 Interest Received 1,454,278.97
06/30/95 Interest Earned 69,825.79 1,524,104.76
06/30/95 Dividend Proceeds 1,524,104.76
06/30/95 Interest Received 1,524,104.76
07/31/95 Dividend Earned 1,524,104.76
07/31/95 Interest Earned 1,524,104.76
07/31/95 Sales Proceeds 1,524,104.76
08/31/95 Interest Earned 1,524,104.76
10/31/95 Dividend Earned 1,524,104.76
12/31/95 Interest Earned 69,864.70 1,593,969.46
12/31/95 Assume Earnings = Debt Interest Savings 1,593,969.46
(Assume Cash Pays Down Debt) 1,593,969.46
5 Months @ Prime + 1, 7/31 Cash Bal 1,593,969.46
Interest Received 1,593,969.46
1/31/96 Dividend Proceeds (Div Declared 12/31/95) 1,593,969.46
SUBTOTALS: $3,190,857.50 $362,689.72 ($1,959,577.76) $1,593,969.46
</TABLE>
<TABLE>
<CAPTION>
Exhibit B
12/93 Katy Purchase - Impact on Sis
As of 2/29/96
STOCK ACTIVITY
Date Activity Amount Amount Net Net Cash
Paid Received
<S> <C> <C> <C> <C> <C>
12/09/93 Loan from CRL $ 550,000.00
12/09/93 Purchase of Stock ($ 550,000.00) ($ 550,000.00) 0.00
12/10/93 Loan from CRL ( 550,000.00) 2,640,857.50
12/10/93 Purchase of Stock (2,640,857.50) (3,190,857.50) 0.00
12/31/93 Interest Earned (3,190,857.50) 0.00
01/31/94 Interest Earned (3,190,857.50) 0.00
02/28/94 Interest Earned (3,190,857.50) 0.00
03/31/94 Interest Earned (3,190,857.50) 0.00
04/30/94 Interest Earned (3,190,857.50) 0.00
05/31/94 Interest Earned (3,190,857.50) 0.00
6/30/94 Interest Earned (3,190,857.50) 0.00
07/31/94 Interest Earned (3,190,857.50) 0.00
07/31/94 Sales Proceeds 716,577.76 (2,474,279.74) 716,577.76
07/31/94 Repayment (2,474,279.74) 0.00
08/31/94 Interest Earned (2,474,279.74) 0.00
09/30/94 Interest Earned (2,474,279.74) 0.00
09/30/94 Dividend Proceeds 1,248,846.88 (1,225,432.86) 5,846.88
10/31/94 Interest Earned (1,225,423.86) 5,846.88
11/30/94 Interest Earned (1,225,423.86) 5,846.88
12/31/94 Interest Earned (1,225,423.86) 5,846.88
12/31/94 Interest Received 1,198.32 (1,224,234.54) 7,045.20
06/30/95 Interest Earned (1,224,234.54) 7,045.20
06/30/95 Dividend Proceeds 10,968.76 (1,213,265.78) 18,013.96
06/30/95 Interest Received 51.30 (1,213,214.48) 18,065.26
07/31/95 Dividend Earned 5,484.38 (1,207,730.10) 23,549,64
07/31/95 Interest Earned 15.00 (1,207,715.10) 23,564.64
07/31/95 Sales Proceeds 196,805.35 (1,010,909.75) 220,369.99
08/31/95 Interest Earned 13.88 (1,010,895.87) 220,383.87
10/31/95 Dividend Earned 3,931.25 (1,006,964,62) 224,315.12
12/31/95 Assume Earnings =
Debt Int. Savings (1,006,964.62) 224,315.12
(Assume Cash Pays Down Debt) (1,006,964.62) 224,315.12
5 Months @ Prime + 1, 7/31 Cash Bal (1,006,964.62) 224,315.12
Interest Received 8,952.25 ( 998,012.09) 233,267.65
01/31/96 Dividend Proceeds 3,931.25 (994,080.84) 237,198.90
(Div Declared 12/31/95)
SUBTOTALS: $3,190,857.50 $2,196,776.66 ($994,080.84) $237,198.90
</TABLE>
<TABLE>
<CAPTION>
Exhibit B
12/93 Katy Purchase - Impact on Sis
As of 2/29/96
Activity Shares Tax $/Share Tax Net Cash
Rate Impact
<S> <C> <C> <C> <C> <C>
Subtotals Above $237,198.90
Tax Benefit on 7/94 Sales
Taxes: Net Proceeds $ 716,577.76
Basis at 31,150.00 shares x $26.79 per share = 834,398.86
Loss ( 117,821.10)
Tax Benefit at 31.60% 37,231.47
Tax Benefit on 10/95 Sales
Net Proceeds $ 196,805.35
Basis at 24,850.00 shares x $26.79 per share = 665,644.03
Loss ( 468,838.68)
Tax Benefit at 31.60% 148,153.02
Future Sale of Stock Currently Held
Shares: 62,900
Value at $11.10 698,190.00
Taxes: Proceeds at $11.10 per share = 698,190.00
Basis at 62,900.00 shares x $26.79 per share = 1,684,869.61
Loss ( 986,679.61)
Tax Benefit at 31.60% 311,790.76
Taxes Owed on Dividends at 42.62%
9/94 Extraordinary 1,248,846.88 (532,258.54)
1995 Normal 24,315.64 (10,363.33)
Taxes Owed on Interest Received at 42.62%
1994 1,198.32 ( 510.72)
1995 9,032.71 ( 3,849.74)
Tax Benefit from Interest Paid at 42.62% 362,689.72 154,578.36
Debt Owed to CRL (1,593,969.46)
Preliminary Loss to Sis ($553,809.29)
Tax effect of payment to Sis at 31.60% ( 255,853.41)
Total Loss of Sis / Payment from CRL ( 809,662.70)
</TABLE>
EXHIBIT RR
PUT/CALL AGREEMENT
THIS PUT/CALL AGREEMENT (this "Agreement") is dated
this 29th day of February, 1996, by and among:
The following Lelia Carroll Family Shareholders:
Lelia Carroll, an individual resident of the
State of Colorado ("LC");
The Wallace E. Carroll Trust U/A Dated 7/1/57
F/B/O Lelia Carroll
and her descendants (the "LC 1957 Trust");
The Wallace E. and Lelia H. Carroll Trust U/A
Dated 5/1/58 F/B/O
Lelia Carroll and her descendants (the "LC 1958
Trust");
The Wallace E. Carroll Trust U/A Dated 1/20/61
F/B/O Lelia
Carroll (the "LC 1961 Trust");
The Lelia H. Carroll Trust U/A Dated 7/12/62
F/B/O Lelia Carroll
(the "LC 1962 Trust");
The Wallace E. and Lelia H. Carroll Trust U/A
Dated 12/15/78
F/B/O the descendants of Lelia Carroll (the "LC
1978 Trust");
Brooke H. Johnson;
SIS Partnership, Ltd., a Colorado partnership
("SIS Partnership");
The following D.H. Carroll Family Shareholders:
D.H. Carroll, an individual resident of the State
of Illinois ("DHC");
The Wallace E. Carroll Trust U/A Dated 7/1/57
F/B/O D.H. Carroll
and his descendants (the "DHC 1957 Trust");
The Wallace E. and Lelia H. Carroll Trust U/A
Dated 5/1/58 F/B/O
D.H. Carroll and his descendants (the "DHC 1958
Trust");
The Wallace E. Carroll Trust U/A Dated 1/20/61
F/B/O D.H. Carroll
(the "DHC 1961 Trust");
The Lelia H. Carroll Trust U/A Dated 7/12/62
F/B/O D.H. Carroll
(the "DHC 1962 Trust");
The Wallace E. and Lelia H. Carroll Trust U/A
Dated 12/15/78
F/B/O the descendants of D.H. Carroll (the "DHC
1978 Trust");
DHC Partnership, L.P., an Illinois Limited
Partnership ("DHC Partnership");
Bridget A. Carroll, an individual resident of the
State of Illinois ("BAC");
Catharine A. Carroll, an individual resident of
the State of Illinois ("CAC");
Mary Patricia H. Carroll ("MPC");
Patrick J. Carroll, III, an individual resident
of the State of California ("PJC");
(The Lelia Carroll Family Shareholders and D.H.
Carroll Family Shareholders identified above are
referred to individually as a "Shareholder" and
collectively as the "Shareholders"); and
Wallace E. Carroll, Jr., an individual resident of
the State of Colorado ("WEC").
R E C I T A L S:
A. This Agreement relates to the shares of the
common stock (the "Shares") of Katy Industries, Inc., a
Delaware corporation (the "Corporation") held by each of
the Shareholders as of January 31, 1996 in the amounts
identified below:
Shareholder Shares
The Lelia Carroll Family Shareholders:
LC 31,171*
LC 1957 Trust 2,151
LC 1958 Trust 56,221
LC 1961 Trust 16,304
LC 1962 Trust 72,101
LC 1978 Trust 5,294
Brooke H. Johnson 1,800
SIS Partnership 19,532
Subtotal 204,574
_______________________
* Includes 28,000 Shares acquired from the LC 1958 Trust. The LC
1958 Trust is entitled to the benefit of the Guarantee Obligation
(as defined below) upon ultimate sale of such Shares by LC
pursuant to a separate agreement between such parties.
The D.H. Carroll Family Shareholders:
DHC 7,898
DHC 1957 Trust 2,151
DHC 1958 Trust 372,120
DHC 1961 Trust 16,301
DHC 1962 Trust 72,101
DHC 1978 Trust 8,823
DHC Partnership 21,076
BAC 3,028
CAC 3,028
MPC 1,800
PJC 3,028
Subtotal 511,354
GRAND TOTAL 715,928
B. As of the date of this Agreement, members of the family
of Wallace E. Carroll and related entities and trusts for their
benefit are reorganizing certain of their various jointly and
individually owned assets (the "Reorganization").
C. Pursuant to the Reorganization, the parties anticipate
that, among other things, certain of the Shares beneficially
owned by the Shareholders may be transferred or sold such that
the Shareholders will reduce their beneficial interest in the
Corporation's Shares and concurrently WEC may seek to become
the beneficial owner of additional shares of the Corporation's
outstanding stock.
D. In connection with the Reorganization, the parties have
agreed to enter into this Agreement which embodies the terms of
the assurance by WEC to the Shareholders that they will receive
at least $11.10 per Share (the "Guaranty Amount") upon the sale
of Shares subject to this Agreement (the "Guaranty Obligation")
for each Share transferred or sold by such Shareholder pursuant
to the terms of this Agreement.
E. The Guaranty Obligation initially arose as a result of
informal arrangements among the parties initially discussed in
late 1993 and early 1994 and the agreement of the Shareholders
to continue to hold the Shares at such time. In connection with
the Reorganization, the parties now desire to memorialize such
arrangements and agreements.
F. As of the date of this Agreement, certain Shares held by
the Lelia Carroll Family Shareholders identified in Recital A
have been sold in market transactions. The Guarantee Obligation
with respect to such Shares shall be subject to the provisions of
Section 1(e) below.
NOW, THEREFORE, in consideration of the covenants and
agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Right of a Transferring Shareholder to Put Shares to
WEC. The parties agree that any Shareholder desiring to effect
a sale of Shares (a "Transferring Shareholder") to an
Unaffiliated Third Party (as defined below) from time to time
prior to the termination of this Agreement pursuant to Section 5
shall be entitled to put such Shares to WEC on the following
terms and WEC shall be obligated to make the payments to such
Transferring Shareholder described below in accordance with
this Section 1:
(a) Delivery of Put Notice by Transferring Shareholder.
At least three (3) business days prior to making any
sale of Shares to an Unaffiliated Third Party at a Gross
Sales Price (as hereinafter defined) of less than the
Guaranty Amount per Share, the Transferring
Shareholder shall deliver written notice of intent to
sell to WEC (a "Put Notice"). The Put Notice shall
identify the proposed method of transfer as either a
private transaction (a "Private Sale") or a sale into the
market effected on the New York Stock Exchange (a
"Market Sale"), the number of Shares to be sold and, in
the case of a Private Sale, the proposed or anticipated
Gross Sales Price per Share.
(b) Procedures for Proposed Market Sale. In the case of a
proposed Market Sale, within the three (3) business
day period following the delivery of the Put Notice (the
"Determination Period") WEC may deliver a notice to
the Transferring Shareholder indicating WEC's intent
to perform under the Guaranty Obligation by
purchasing all or a portion of the Shares at $11.10 per
Share (a "Buy Notice"). If WEC does not deliver a Buy
Notice within the Determination Period or does not
elect to purchase all of such Shares, the Transferring
Stockholder shall be free to sell the Shares not covered
by a Buy Notice in a Market Sale at any time or times
during the thirty (30) day period following the
expiration of the Determination Period.
(c) Procedures for Proposed Private Sale. In the case of a
proposed Private Sale, within the Determination
Period WEC may deliver to the Transferring
Shareholder either a Buy Notice or a notice stating
WEC's objection to the Private Sale (an "Objection").
If WEC does not deliver a Buy Notice or an Objection
within the Determination Period or does not elect to
purchase all of the Shares, the Transferring
Shareholder shall be free to sell the Shares not covered
by a Buy Notice or an Objection in the Private Sale on
the terms described in the Put Notice at any time during
the thirty (30) day period following expiration of the
Determination Period. If WEC delivers an Objection
within the Determination Period, then the Transferring
Shareholder shall not be entitled to sell such Shares in
the Private Sale, but instead shall be free to sell such
Shares in a Market Sale at any time or times during the
thirty (30) day period following expiration of the
Determination Period.
(d) Payment of Purchase Price by WEC. The purchase and
sale of Shares pursuant to any Buy Notice delivered by
WEC shall be consummated no later than five (5)
business days after the expiration of the Determination
Period by payment of immediately available funds
against delivery of the certificates evidencing the
Shares.
(e) Payment of Guaranty Obligation by WEC. Within
fifteen (15) business days of the end of any calendar
quarter in which a Private Sale or Market Sale by a
Transferring Shareholder is consummated in
accordance with the provisions described above, the
Transferring Shareholder shall deliver written notice
to WEC specifying the number of Shares sold during
such calendar quarter, the sales date and the Gross
Sales Price per Share. In the case of a Private Sale, the
Transferring Shareholder shall certify in such written
notice that the purchaser was an Unaffiliated Third
Party as defined below. Within fifteen (15) business
days of receipt of such written notice, WEC shall pay to
the Transferring Shareholder, in immediately available
funds, the difference between the Guaranty Amount per
Share and the Gross Sales Price per Share for all Shares
sold during such calendar quarter. Notwithstanding
the foregoing, WEC shall have no obligation to make
the payment described above with respect to any Shares
sold in any Private Sale or Market Sale by a
Transferring Shareholder which sale is not made in
compliance with the notice and sale requirements in
this Section 1.
(f) Definitions. "Gross Sales Price" as used in this
Agreement shall mean the gross price per share due to
the Transferring Shareholder pursuant to a Market Sale
or Private Sale prior to payment of any broker's
commissions or other expenses. "Unaffiliated Third
Party" as used in this Agreement shall mean a person or
entity with which the Transferring Shareholder has no
family relationship, equity interest, partnership
interest or beneficial interest (including as a
beneficiary of a trust) and which no member of the
family of or person related to such Transferring
Shareholder has any direct or indirect equity interest,
partnership interest or beneficial interest (including
as a beneficiary of a trust).
2. Right of WEC to Call Shares. At any time and from time
to time prior to the termination of this Agreement pursuant to
Section 6, WEC shall have the right to call any or all of the Shares
subject to this Agreement on the following terms and shall be
obligated to make the payments to the Shareholders described
below in accordance with this Section 2:
(a) Delivery of Call Notice by WEC. At any time the
trading price of the Corporation's Shares as reported
on the New York Stock Exchange is less than $11.10 per
share, subject to the terms of this Section 2, WEC may
deliver a notice or notices to any Shareholder of intent
to perform under the Guaranty Obligation (a "Call
Notice"). The Call Notice shall specify that WEC
either (i) desires to purchase such Shares from the
Shareholder at a price equal to the Guaranty Amount or
(ii) desires to perform under the Guaranty Obligation
by making a cash payment as described below. The Call
Notice shall specify the number of Shares subject to the
Call Notice (which may be all or any number of Shares
then held by a Shareholder and subject to this
Agreement). Notwithstanding the foregoing, any Call
Notice delivered by WEC which specifies WEC's desire
to perform under the Guaranty Obligation by making a
cash payment pursuant to clause (ii) above shall be
limited to a number of Shares in the case of each
Shareholder which is equal to the number of Shares
which could be sold by such Shareholder pursuant to
Rule 144(e) under the Securities Exchange Act of 1934,
as amended ("Rule 144(e)") during the three month
period following delivery of the Call Notice. The
determination of the number of Shares which could be
sold by a Shareholder under Rule 144(e) shall be stated
in the Call Notice delivered by WEC. Any dispute
regarding such determination shall be resolved in
accordance with Section 5(c) below. Upon such time as
a Shareholder ceases to be subject to the volume
limitations of Rule 144(e), WEC shall be entitled to
deliver a Call Notice specifying WEC's desire to
perform under the Guaranty Obligation by making a
cash payment with respect to any number of Shares held
by such Shareholder then subject to this Agreement.
The determination of whether a Shareholder continues
to be subject to the volume limitations of Rule 144(e)
shall be made in accordance with Section 5(b) below,
except that any opinion provided in accordance with
Section 5(b) shall be delivered concurrently with the
Call Notice. Nothing in this Section 2(a) shall be
deemed to limit the number of shares for which WEC
may deliver a Call Notice specifying WEC's desire to
purchase such Shares pursuant to clause (i) above.
(b) Procedures for Purchase of Shares by WEC. Within the
three (3) business day period following receipt of the
Call Notice which specifies WEC's desire to purchase
such Shares, the Shareholder receiving such notice
shall have the right to indicate to WEC by delivery of a
notice (a "Receipt Notice") whether such Shareholder
instead desires to have WEC perform under the
Guaranty Obligation by making a cash payment. Failure
to deliver a Receipt Notice shall constitute agreement
to sell such Shares to WEC, in which event such sale
shall be consummated no later than five (5) business
days after delivery of the Call Notice. In the event a
Receipt Notice is delivered, the procedures for cash
payment by WEC to satisfy the Guaranty Obligation in
Section 2(c) below shall be followed.
(c) Procedures for Cash Payment by WEC to Satisfy
Guaranty Obligation. In the case of a Call Notice
specifying WEC's desire to perform under the Guaranty
Obligation by making a cash payment, within five (5)
business days after delivery of the Call Notice WEC
shall deliver to such Shareholder cash or immediately
available funds in an amount equal to the difference
between the Guaranty Amount for such Shares and the
average of the closing prices of the Corporation's
Shares on the New York Stock Exchange during the five
(5) business day period prior to delivery of the Call
Notice. In the event a Receipt Notice is delivered
pursuant to Section 2(b) above which states that the
Shareholder desires to have WEC perform under the
Guaranty Obligation by making a cash payment, then
within five (5) business days after the delivery of the
Receipt Notice, WEC shall have the option to deliver to
such Shareholder cash or immediately available funds
in an amount equal to the difference between the
Guaranty Amount for such Shares and the average of
the closing prices of the Corporation's Shares on the
New York Stock Exchange during the five (5) business
day period prior to delivery of the Call Notice. If WEC
exercises such option, the Shares for which the
payment described above is made shall no longer be
subject to the Guaranty Obligation which shall be
deemed satisfied with respect to such Shares. If WEC
does not exercise such option then the Shares which are
covered by the Receipt Notice shall continue to be
subject to the Guaranty Obligation under the
provisions of this Agreement.
(d) Reconciliation of Call Notice and Put Notice.
Notwithstanding the foregoing, WEC shall not be
entitled to deliver a Call Notice with respect to any
Shares for which a Put Notice has been delivered, until
expiration of the thirty (30) day periods described in
Section 1(b) and (c) following delivery of a Put Notice.
In the event a Put Notice and Call Notice shall be
deemed given and delivered on the same date pursuant
to Section 9(i) below, the Put Notice shall be deemed to
have been given and delivered prior to such Call
Notice.
3. Adjustments to Guaranty Amount. In the event of the
occurrence of an Adjustment Event (as defined below), the
Guaranty Amount shall be adjusted in a manner such that the
intent of the parties hereto is preserved. Accordingly, upon the
occurrence of an Adjustment Event, the Guaranty Amount per
Share shall be the product of (i) the amount that otherwise would
have been the Guaranty Amount had the Adjustment Event never
occurred, multiplied by (ii) a fraction, the numerator of which is
the number of Shares owned by the applicable Shareholder
immediately prior to the occurrence of the Adjustment Event, and
the denominator of which is the number of Shares owned by the
applicable Shareholder immediately after the occurrence of the
Adjustment Event.
For purposes of this Agreement, an "Adjustment Event"
shall mean the occurrence of any of the following events:
(a) A stock split or other subdivision of the Corporation's
outstanding Shares into a greater number of Shares;
(b) A reverse stock split or other combination of the
Corporation's outstanding Shares into a smaller
number of Shares;
(c) A distribution of the Corporation's Shares with respect
to outstanding Shares; or
(d) Any other event concerning the Shares which does not
fall strictly within the foregoing definitions of
Adjustment Events but, in the opinion of the
Accountants (as defined below), should be treated as
an Adjustment Event in order to preserve the essential
intent of the parties hereto and the principles hereof.
4. Accountants' Report as to Adjustments to Guaranty
Amount. In the case of each Adjustment Event pursuant to
Section 3 above, the parties hereto shall request Deloitte &
Touche, or such other independent certified public accountants
of recognized national standing (who may be the regular
accountants of the Corporation) who are mutually acceptable to
the Majority Shareholders (as defined below) and WEC (the
"Accountants"), to compute promptly such adjustment or
readjustment in accordance with the terms of this Agreement and
to prepare a report setting forth such adjustment or
readjustment, showing in reasonable detail the method of
calculation thereof and the facts upon which such adjustment or
readjustment is based. The parties hereto shall cause the
Accountants to mail a copy of each such report to each party
hereto. The fees and expenses of such Accountants shall be borne
by WEC.
5. Termination of Agreement and Guaranty Obligation;
Information Requirements.
(a) The parties hereto agree that this Agreement and
the Guaranty Obligation of WEC shall automatically and
immediately terminate and be of no further force or effect upon
the date that no Shares remain subject to Section 1 of this
Agreement and all of WEC's payment obligations under Sections
1 and 2 of this Agreement have been satisfied.
(b) The Guaranty Obligation of WEC shall also
terminate with respect to any Shares held by a Shareholder as of
the day immediately following the last day of any calendar
quarter during which the closing price per Share as reflected on
the NYSE has equaled or exceeded $11.10 for at least ten (10)
business days, provided that such Shareholder is not then subject
to the volume limitations of Rule 144(e). The determination that
a Shareholder is no longer subject to the volume limitations of
Rule 144(e) shall be based upon either of the following: (i) a
Shareholder's sale of Shares in a Market Sale not in compliance
with or in reliance upon Rule 144(e) shall constitute a
determination for purposes of this Agreement that the
Shareholder is no longer subject to the volume limitations of
Rule 144(e) or (ii) delivery of a written opinion of counsel
retained by WEC (which counsel is satisfactory to the Company)
that it is the opinion of counsel that a particular Shareholder is
no longer subject to the volume limitations of Rule 144(e);
provided a copy of such opinion is delivered to such Shareholder
prior to the commencement of any calendar quarter described in
this Section 5(b). Notwithstanding the foregoing, such opinion
shall not be utilized by any Shareholder for purposes of making
any Market Sale without the prior written consent of WEC and the
counsel rendering such opinion. In the event the Shareholder
requests such written consent or wishes to utilize such opinion
for the purposes of making any Market Sale, the Shareholder (or
group of affiliated Shareholders making such request) shall be
obligated to pay one-half of all expenses and fees of such counsel
for the rendering of such opinion (including the initial opinion
delivered to WEC on which any subsequent opinion is based);
provided, however, the Shareholder (or group of affiliated
Shareholders making such request) shall in no event be required
to pay expenses and fees of such counsel in excess of $5,000. The
remaining balance of all such expenses shall be borne by WEC.
(c) If a Shareholder continues to be subject to the
volume limitations of Rule 144(e) and during any calendar
quarter the closing price per Share as reflected on the NYSE has
equaled or exceeded $11.10 for at least (10) business days, then
the Guaranty Obligation shall terminate effective as of the day
immediately following the last day of such calendar quarter with
respect to the number of Shares that could have been sold by a
Shareholder during such calendar quarter in reliance upon Rule
144(e) (less any Shares actually sold during such calendar
quarter in a Market Sale). Within ten (10) business days
following the end of any such calendar quarter, WEC shall deliver
written notice of the number of Shares no longer subject to this
Agreement to the holder of such Shares. Any dispute between
WEC and such Shareholder regarding such calculation shall be
resolved by the determination of independent counsel mutually
agreeable to and selected by WEC and such Shareholder with the
costs of such counsel being borne one-half by WEC and one-half
by such Shareholder.
(d) Notwithstanding the fact that a Put Notice may
have been delivered prior to the expiration of a calendar quarter,
WEC shall have no obligation to make payment of the Guaranty
Obligation for any Shares sold by a Shareholder in a Market Sale
or Private Sale occurring after the expiration of such calendar
quarter if the Guaranty Obligation of WEC with respect to such
Shares terminates pursuant to Section 5(b) or (c) above. For
purposes of the foregoing sentence, a sale shall be deemed to
occur after the expiration of such calendar quarter if the sale
order is placed with a broker (i.e., the "trade date") after the
expiration of such calendar quarter or, in the case of a Private
Sale, the contract closing date occurs after the expiration of
such calendar quarter. Notwithstanding the fact that a Call
Notice may have been delivered prior to the expiration of a
calendar quarter, the parties shall have no obligation to perform
under Section 2 after the expiration of such calendar quarter with
respect to any Shares to which the Guaranty Obligation has
terminated pursuant to Section 5(b) or (c) above unless the
period for delivery of a Receipt Notice has expired prior to the
expiration of such calendar quarter.
(e) For purposes of enabling the parties to make the
determinations set forth in this Section 5 and also in Section 2(a)
above, each Shareholder agrees to provide sales information
(including date, amount, price and method of sale) and aggregate
holdings information with respect to all Shares subject to this
Agreement within five (5) business days of a written request from
WEC.
6. Definitions. As used in this agreement, the term
"Majority Shareholders" shall mean Shareholders holding in the
aggregate a majority of the Shares subject to the terms of this
Agreement at the time of such determination. As used in this
agreement, the term "business day" means a day on which the New
York Stock Exchange is open for trading and shares of common
stock of the Corporation are traded on the New York Stock
Exchange.
7. Integration; Amendment. This Agreement constitutes
the entire agreement and understanding of the parties hereto
concerning the subject matter hereof, and supersedes all prior
and contemporaneous negotiations, undertakings and agreements
between the parties, whether oral or written, relating to the
subject matter hereof. With respect to each party to this
Agreement, no representation, inducement, agreement, promise,
understanding or waiver altering, modifying, taking from or
adding to the terms, provisions or conditions hereof shall have
any force or effect unless the same is in writing and duly executed
by WEC and such party. Nothing in this Agreement shall be
deemed to preclude WEC and any Shareholder from amending,
modifying or waiving any of the terms or provisions of this
Agreement as it relates to such Shareholder but no such
amendment, modification or waiver shall affect any other
Shareholder unless such other Shareholder agrees in writing to
be bound by such amendment, modification or waiver.
8. Notices. Any notice, request, instruction or other
communication to be given and delivered hereunder by any party
hereto shall be in writing and shall be deemed to have been duly
given (i) on the date of delivery, provided delivery is actually
tendered at the appropriate address, addressed to the persons
identified below (a) in person, or (b) by courier service, or (c) by
facsimile copy (with original copy mailed the same day), or (ii)
three (3) days after deposit in the U.S. mail by first class
certified mail, postage prepaid, return receipt requested, all
addressed as set forth below:
To any of the Lelia Carroll Family With a copy to:
Shareholders:
Lelia Carroll Bruce Ducker, Esq.
180 Franklin Street Ducker Dewey & Seawell, P.C.
Denver, CO 80218 One Civic Center Plaza
Fax: (303) 777-9100 1560 Broadway, Suite 1500
Denver, CO 80202
Fax: (303) 861-4017
To any of the D.H. Carroll Family With a copy to:
Shareholders:
D.H. Carroll John P. Corvino, Esq.
c/o CRL Industries, Inc. c/o CRL Industries, Inc.
2345 Waukegan Road, Suite S-200 2345 Waukegan Road, Suite S-200
Bannockburn, IL 60015-1528 Bannockburn, IL 60015-1528
Fax: (847) 940-1601 Fax: (847) 940-1601
and
Arthur R. Miller, Esq.
Holleb & Coff
55 East Monroe Street
Suite 4100
Chicago, IL 60603
Fax: (312) 807-3900
To WEC: With a copy to:
Wallace E. Carroll, Jr. Jonathan P. Johnson
c/o CRL, Inc. CRL, Inc.
6300 S. Syracuse Way, Suite 300 6300 S. Syracuse Way, Suite 300
Englewood, CO 80111 Englewood, CO 80111
Fax: (303) 773-2729 Fax: (303) 773-2729
and
Bruce L. Rogers, Esq.
Hogan & Hartson L.L.P.
One Tabor Center, Suite 1500
1200 Seventeenth Street
Denver, CO 80202
Fax: (303) 899-7333
or such other address as any of the foregoing shall designate to
the others in conformity with the foregoing. Any notice to any
party shall also be given to all other parties to this Agreement.
9. Construction. No provision of this Agreement shall be
construed against any party on the ground that such party (or its
counsel) drafted the provision or caused it to be drafted.
10. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of
Colorado excluding, however, as much of said law as relates to
conflicts or choice of laws.
11. Waiver; Remedies. No delay on the part of any party in
exercising any right, power or privilege shall operate as a waiver
thereof, nor shall any waiver of any right, power or privilege
operate as a waiver of any other right, power or privilege, nor
shall any single or partial exercise of any right, power or privi-
lege preclude any other or further exercise thereof or of any
other right, power or privilege. The rights and remedies herein
provided are cumulative and are not exclusive of any rights or
remedies that the parties otherwise may have at law in equity or
both.
12. Beneficiaries of Agreement. The rights and obligations
contained in this Agreement are hereby declared by the parties
hereto to have been provided expressly for the exclusive benefit
of such persons and entities (as applicable) as set forth herein,
and shall not benefit, and do not benefit, any unrelated third
parties. Notwithstanding the foregoing, WEC shall be entitled
to assign any or all of his rights or obligations under this
Agreement to, or to otherwise utilize for the purpose of
purchasing Shares from a Transferring Shareholder pursuant to
this Agreement, any corporation or entity controlled by him or
any trust for his benefit or the benefit of his descendants;
provided, however, that WEC shall remain liable for the failure
of such corporation, entity or trust to perform its obligations
under this Agreement. Without limiting the foregoing, the
benefits of this Agreement shall be deemed to apply to (i) any
partner of the SIS Partnership or DHC Partnership receiving
Shares subject to this Agreement in a distribution by such
partnerships to its partners and (ii) to any subtrusts formed
under any of the trusts party to this Agreement.
13. Arbitration. If any dispute arises between the parties
hereto under or concerning this Agreement or the terms hereof,
which dispute would ordinarily be resolved by an action at law,
the parties hereto shall, within five (5) days of the date that such
dispute arises, submit such issue to an entity to be mutually
agreed upon by the parties involved in such dispute (the
"Arbitrator") for arbitration in accordance with the terms of this
Section 13. The parties hereto shall attempt in good faith to
agree upon an entity to serve as the Arbitrator hereunder within
such five (5) day period. In the event that the parties involved in
such dispute are not able to agree upon an entity to serve as the
Arbitrator as provided above, each of said parties shall select a
representative, and all representatives so selected shall
collectively appoint the Arbitrator to resolve the issue in
dispute. Upon submission of the dispute to arbitration, each
party involved in the dispute (or any representative selected by
such party) shall present his, her or its argument to the
Arbitrator. The arbitration shall otherwise proceed in
accordance with the then existing rules of the American
Arbitration Association. The decision of the Arbitrator shall be
made within thirty (30) days following the close of the hearing
and shall be final and binding upon the parties hereto with
respect to the dispute. The non-prevailing party shall pay the
fees and expenses of the Arbitrator; and the other expenses of the
arbitration (including, without limitation, an award of
attorneys' fees to the prevailing party) shall be paid as the
Arbitrator determines. Each of the parties hereto, for himself,
herself or itself, and their respective successors and assigns, as
applicable, hereby agrees to the provisions of this Section 13 and
waive any right to any claim or cause of action he, she or it may
have in connection with an arbitration to be held pursuant to the
terms of this Section 13.
14. Assignment. The parties hereto have entered into this
Agreement intending to be bound hereby, and this Agreement
shall be a binding and enforceable agreement and shall inure to
the benefit of, and be enforceable by, the parties hereto and their
respective successors and assigns.
15. Severability. Whenever possible, each provision of
this Agreement shall be interpreted in such a manner as to be
effective and valid under applicable law. However,
notwithstanding anything contained in this Agreement to the
contrary, if any provision of this Agreement shall be prohibited
by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity,
without invalidating the remaining provisions of this Agreement.
16. Headings. The titles of the Sections hereto have been
inserted as a matter of convenience of reference only, and shall
not control or affect the meaning, interpretation or construction
of this Agreement.
17. Counterparts. This Agreement may be executed and
delivered in any number of counterparts, each of which shall be
considered an original but all of which, collectively, shall
constitute a single agreement.
* * * *
IN WITNESS WHEREOF, the parties hereto have caused this
Memorandum of Agreement to be duly executed as of the date first
above written.
_____________________________________
Lelia Carroll
The Wallace E. Carroll Trust
U/A Dated
71/1/57 F/B/O Lelia Carroll
and her
descendants
By Trustees:
_____________________________________
Lelia Carroll
_____________________________________
Philip E. Johnson
_____________________________________
Amelia M. Carroll
The Wallace E. and Lelia H.
Carroll Trust
U/A Dated 5/1/58 F/B/O Lelia
Carroll
and her descendants
By Trustees:
_____________________________________
Lelia Carroll
_____________________________________
Philip E. Johnson
_____________________________________
Amelia M. Carroll
The Wallace E. Carroll Trust
U/A Dated
1/20/61 F/B/O Lelia Carroll
By Trustees:
_____________________________________
Lelia Carroll
_____________________________________
Philip E. Johnson
_____________________________________
Jonathan P. Johnson
The Lelia H. Carroll Trust
U/A Dated
7/12/62 F/B/O Lelia Carroll
By Trustees:
_____________________________________
Lelia Carroll
_____________________________________
Philip E. Johnson
_____________________________________
Jonathan P. Johnson
The Wallace E. and Lelia H.
Carroll Trust U/A
Dated 12/15/78 F/B/O the
descendants of Lelia Carroll
By Trustees:
_____________________________________
Philip E. Johnson
_____________________________________
Lelia Carroll
_____________________________________
Jonathan P. Johnson
_____________________________________
Brooke H. Johnson
SIS Partnership, Ltd.
By:
__________________________________
Lelia Carroll, General
Partner
_____________________________________
D.H. Carroll
The Wallace E. Carroll Trust
U/A
Dated 7/1/57 F/B/O D.H.
Carroll
and his descendants
By Trustees:
_____________________________________
D.H. Carroll
_____________________________________
Paul L. Whiting
_____________________________________
Arthur R. Miller
The Wallace E. and Lelia H
Carroll Trust
U/A Dated 5/1/58 F/B/O D.H.
Carroll
and his descendants
By Trustees:
_____________________________________
D.H. Carroll
_____________________________________
Paul L. Whiting
_____________________________________
Arthur R. Miller
The Wallace E. Carroll Trust
U/A Dated
1/20/61 F/B/O D.H. Carroll
By Trustees:
_____________________________________
D.H. Carroll
_____________________________________
Paul L. Whiting
_____________________________________
Arthur R. Miller
The Lelia H. Carroll Trust
U/A Dated
7/12/62 F/B/O D.H. Carroll
By Trustees:
_____________________________________
D.H. Carroll
_____________________________________
Paul L. Whiting
_____________________________________
Arthur R. Miller
The Wallace
Carroll Trust U/A
Dated 12/15/78 F/B/O the
descendants of D.H. Carroll
By Trustees:
_____________________________________
D.H. Carroll
_____________________________________
Paul L. Whiting
_____________________________________
Arthur R. Miller
DHC Partnership, Ltd.
By:
__________________________________
D.H. Carroll, General
Partner
Gage Partnership 1991, Ltd
By:
__________________________________
Philip E. Johnson, General
Partner
By:
__________________________________
D.H. Carroll, General
Partner
_____________________________________
Bridget A. Carroll
_____________________________________
Catharine A. Carroll
_____________________________________
Mary Patricia H. Carroll
_____________________________________
Patrick J. Carroll, III
_____________________________________
Wallace E. Carroll, Jr.
EXHIBIT SS
CRL, INC. REDEMPTION AND EXCHANGE AGREEMENT
THIS CRL, INC. REDEMPTION AND EXCHANGE
AGREEMENT (this "Agreement") is dated as of February 29,
1996, by and among:
CRL, Inc., a Delaware corporation ("CRL"),
The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Barry J.
Carroll and his descendants (the "BJC 1957 Trust"),
The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58
F/B/O Barry J. Carroll and his descendants (the "BJC 1958
Trust"),
The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O D. H.
Carroll and his descendants (the "DHC 1957 Trust"),
The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58
F/B/O D. H. Carroll and his descendants (the "DHC 1958
Trust"),
Lelia Carroll, an individual resident of the State of Colorado
("LC"),
The Wallace E. Carroll Trust U/A Dated 2/1/54 F/B/O Lelia
Carroll (the "LC 1954 Trust"),
The Lelia H. Carroll Trust U/A Dated 3/1/55 F/B/O Lelia Carroll
(the "LC 1955 Trust"),
The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Lelia
Carroll and her descendants (the "LC 1957 Trust"),
The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58
F/B/O Lelia Carroll and her descendants (the "LC 1958 Trust"),
and
The Marital Trust formed under the will of Wallace E. Carroll
(the "Marital Trust")
(the BJC 1957 Trust, the BJC 1958 Trust, the DHC 1957 Trust,
the DHC 1958 Trust, LC, the LC 1954 Trust, the LC 1955 Trust,
the LC 1957 Trust, the LC 1958 Trust and the Marital Trust shall
hereinafter sometimes be referred to individually as a
"Shareholder" and collectively as the "Shareholders").
RECITALS:
A. Holden Investments, L.L.C., a limited liability
company organized under the laws of the State of Illinois (the
"Company"), is authorized to issue membership interests
("Membership Interests") representing full and complete
ownership of the Company.
B. Pursuant to the Assignment, Assumption and Exchange
Agreement, dated as of February 29, 1996, by and among the
Company, CRL, LeWa Company, an Illinois corporation
("LeWa"), Telegraph Road Properties, Inc., a Nevada
corporation ("Telegraph"), and Oasis Properties, Inc., a Nevada
corporation ("Oasis"), CRL, LeWa, Telegraph and Oasis acquired
from the Company that percentage of all of the Membership
Interests set forth opposite such entity's respective name below:
Member Membership Interests
CRL 79.920%
LeWa 9.007%
Telegraph 8.283%
Oasis 2.790%
C. CRL is authorized to issue sixty thousand (60,000)
shares of voting common stock, no par value, of which thirty-five
thousand six hundred fifty-nine (35,659) shares are currently
issued and outstanding (collectively, the "Shares").
D. Each Shareholder owns that number of Shares set forth
opposite such Shareholder's name below:
Shareholder Shares
The BJC 1957 Trust 1,180.00
The BJC 1958 Trust 3,702.25
The DHC 1957 Trust 1,180.00
The DHC 1958 Trust 3,702.25
LC 11.00
The LC 1954 Trust 3,910.00
The LC 1955 Trust 4,140.00
The LC 1957 Trust 1,180.00
The LC 1958 Trust 3,702.25
The Marital Trust 8.00
E. The Shareholders desire to tender their respective
Shares to CRL for redemption, and CRL desires to redeem the
Shareholder's respective Shares, in exchange for certain of the
Membership Interests currently owned by CRL, subject to the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the recitals and the
mutual covenants and agreements hereinafter set forth, and for
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Redemption. Subject to the terms and conditions
hereof, the Shareholders hereby tender to CRL for redemption,
and CRL hereby redeems, all of the Shareholder's respective
Shares. Accordingly, each Shareholder shall, concurrently with
his, her or its execution hereof, surrender to CRL all stock
certificates representing his, her or its respective Shares, duly
endorsed to CRL.
2. Exchange for Membership Interests. In partial
consideration of the Shares tendered by the Shareholders for
redemption, as provided in Section 1 above, and in exchange
therefor, CRL hereby transfers to the Shareholders, and each
Shareholder hereby accepts, that percentage of the Membership
Interests set forth opposite such Shareholder's respective name
below:
Shareholder Membership Interests
The BJC 1957 Trust 7.330%
The BJC 1958 Trust 24.102%
The DHC 1957 Trust 4.252%
The DHC 1958 Trust 24.102%
LC 0.000%
The LC 1954 Trust 0.000%
The LC 1955 Trust 9.108%
The LC 1957 Trust 0.000%
The LC 1958 Trust 11.026%
The Marital Trust 0.000%
The foregoing referenced Membership Interests are fully-paid
and non-assessable, and are free and clear of any security
interests, mortgages, liens, charges, encumbrances, claims,
pledges or rights of any kind or character of any party, or any
voting trust arrangements, shareholder or similar agreements,
options, contracts or transfer restrictions of any kind, nature or
description (collectively, "Liens"). CRL shall cause the
Company to properly reflect such transfer of Membership
Interests on the Company's books and records. Such Membership
Interests shall be subject to the transfer restrictions and other
provisions of the Company's Operating Agreement.
3. Exchange for Additional Assets. As additional
consideration for the Shares tendered by the Shareholders for
redemption, as provided in Section 1 above, and in exchange
therefor, CRL hereby transfers to the Shareholders, and each
Shareholder hereby accepts, all of the Company's right, title and
interest in and to those assets and properties of CRL set forth
opposite such Shareholder's respective name on Schedule 1
attached hereto and made a part hereof (collectively, the
"Additional Assets"). CRL is transferring the Additional Assets
to the respective Shareholders free and clear of any Liens.
Except with respect to warranting good title thereto, CRL is
transferring the Additional Assets to the respective
Shareholders on an "as is, where is" basis, and CRL makes no
representation or warranty with respect to the Additional
Assets, including, without limitation, with respect to the
quality, merchantability or fitness for a particular purpose of
any such items.
4. Further Assurances of CRL. From time to time after the
date hereof, at a Shareholder's request and without further
consideration therefor, CRL shall perform, execute and deliver
or cause to be performed, executed and delivered by its
successors and assigns and by their respective officers, agents
and representatives, all such further acts, deeds, assignments,
agreements, transfers and assurances as such Shareholder shall
reasonably require to more effectively assign and transfer to the
Shareholder, and his, her or its successors and assigns, the
respective Membership Interests transferred to such Shareholder
pursuant hereto.
5. Shareholders' Title to Shares. Each Shareholder
represents and warrants that he, she or it has good title to the
number of Shares set forth opposite his, her or its name in Recital
D above, and to the stock certificates representing such Shares,
free and clear of any Liens. Each Shareholder has the full and
legal right, power and authority to sell, assign, transfer and
deliver such Shares and such certificates to CRL pursuant to this
Agreement, and upon delivery to CRL of the certificates
representing the Shares as provided for herein, CRL shall receive
absolute title to the Shares and to such certificates free and clear
of all Liens.
6. Access by Shareholders. Each Shareholder
acknowledges and agrees that he, she or it has had access to (i)
all material information regarding CRL and (ii) the officers and
directors of CRL, in order to discuss the operations, financial
condition and business prospects of CRL.
7. Adjustments in Tax Liability Estimate. The
Shareholders understand that CRL will incur substantial tax
liability as a result of the transactions contemplated by this
Agreement. The parties have entered into the Allocation,
Indemnification and Tax Matters Management Agreement dated
as of the date hereof for the purpose of allocating such tax
liabilities.
8. Arbitration. If any dispute arises between the parties
hereto under or concerning this Agreement or the terms hereof,
which dispute would ordinarily be resolved by an action at law,
the parties hereto shall, within five (5) days of the date that such
dispute arises, submit such issue to an entity to be mutually
agreed upon by the parties involved in such dispute (the
"Arbitrator") for arbitration in accordance with the terms of this
Section 8. The parties hereto shall attempt in good faith to agree
upon an entity to serve as the Arbitrator hereunder within such
five (5) day period. In the event that the parties involved in such
dispute are not able to agree upon an entity to serve as the
Arbitrator as provided above, each of said parties shall select a
representative, and all representatives so selected shall
collectively appoint the Arbitrator to resolve the issue in
dispute. Upon submission of the dispute to arbitration, each
party involved in the dispute (or any representative selected by
such party) shall present his, her or its argument to the
Arbitrator. The arbitration shall otherwise proceed in
accordance with the then existing rules of the American
Arbitration Association. The decision of the Arbitrator shall be
made within thirty (30) days following the close of the hearing
and shall be final and binding upon the parties hereto with
respect to the dispute. The non-prevailing party shall pay the
fees and expenses of the Arbitrator; and the other expenses of the
arbitration (including, without limitation, an award of
attorneys' fees to the prevailing party) shall be paid as the
Arbitrator determines. Each of the parties hereto, for himself,
herself or itself, and their respective successors and assigns, as
applicable, hereby agrees to the provisions of this Section 8 and
waives any right to any claim or cause of action he, she or it may
have in connection with an arbitration to be held pursuant to the
terms of this Section 8.
9. Integration; Amendment. This Agreement constitutes
the entire agreement and understanding of the parties hereto
concerning the subject matter hereof, and supersedes all prior
negotiations, undertakings and agreements between the parties,
whether oral or written, relating to the subject matter hereof. No
representation, inducement, agreement, promise, understanding
or waiver altering, modifying, taking from or adding to the
terms, provisions or conditions hereof shall have any force or
effect unless the same is in writing and duly executed by each of
the parties hereto.
10. Notices. Any notice, request, instruction or other
communication to be given hereunder by any party hereto shall be
in writing and shall be deemed to have been duly given (i) on the
date of delivery, provided delivery is actually tendered at the
appropriate address, addressed to the persons identified below
(a) in person, or (b) by courier service, or (c) by facsimile copy
(with original copy mailed the same day), or (ii) three (3) days
after deposit in the U.S. mails by first class certified mail,
postage prepaid, return receipt requested, all addressed as set
forth below:
If to CRL, to: CRL, Inc.
6300 South Syracuse Way
Suite 300
Englewood, Colorado 80111
Attention: Jonathan Johnson
Fax No.: (303) 773-2729
With a copy to: Hogan & Hartson, L.L.P.
One Tabor Center
Suite 1500
1200 Seventeenth Street
Denver, Colorado 80202
Attention: Bruce L. Rogers, Esq.
Fax No.: (303) 899-7333
If to LC, the LC 1954
Trust, the LC 1955 Trust,
the LC 1957 Trust or the
LC 1958 Trust, to: Lelia Carroll
180 Franklin Street
Denver, Colorado 80218
Fax No.: (303) 777-9100
With a copy to: Ducker, Seawell
& Montgomery, P.C.
1560 Broadway, Suite 1500
Denver, Colorado 80202
Attention: Bruce Ducker, Esq.
Fax No.: (303) 861-4070
If to the BJC 1957
Trust or the BJC
1958 Trust, to: Barry J. Carroll
c/o Carroll International
Corporation
2340 Des Plaines Avenue
Suite 303
Des Plaines, Illinois 60018
Fax No.: (847) 299-2080
With a copy to: Aronberg, Goldgehn, Davis
& Garmisa
One IBM Plaza
Suite 3000
Chicago, Illinois 60611
Attention: Young Kim, Esq.
Fax No.: (312) 828-9635
If to the DHC 1957 Trust
or the DHC 1958 Trust, to: D.H. Carroll
c/o CRL Industries, Inc.
2345 Waukegan Road
Suite S-200
Bannockburn, Illinois 60015-1528
Attention: John P. Corvino, Esq.
Fax No.: (847) 940-1601
With a copy to: Holleb & Coff
55 East Monroe Street
Suite 4100
Chicago, Illinois 60603
Attn: Arthur R. Miller, Esq.
Fax No.: (312) 807-3900
If to the Marital Trust, to: D.H. Carroll
c/o CRL Industries, Inc.
2345 Waukegan Road
Suite S-200
Bannockburn, Illinois 60015-1528
Attention: John P. Corvino, Esq.
Fax No.: (847) 940-1601
and Barry J. Carroll
c/o Carroll International
Corporation
2340 Des Plaines Avenue
Suite 303
Des Plaines, Illinois 60018
Fax No.: (847) 299-2080
and Lelia H. Carroll
900 North Waukegan Road
Lake Forest, Illinois 60045
Telephone No.: (847) 234-0263
and Philip E. Johnson, Esq.
Bennington, Johnson, Ruttum &
Reeve
370 17th Street, Ste. 2480
Denver, Colorado 80202
Fax No.: (303) 629-5718
With a copy to: Robert V. Hogan, Esq.
969 Waukegan Road
Glenview, Illinois 60025
Fax No.: (847) 729-8195
or such other address as any of the foregoing shall designate to
the others in conformity with the foregoing. Any notice to any
party shall also be given to all other parties to this Agreement.
11. Construction. No provision of this Agreement shall be
construed against any party on the ground that such party (or its
counsel) drafted the provision or caused it to be drafted.
12. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Illinois
excluding, however, as much of said law as relates to conflicts or
choice of laws. All actions arising directly or indirectly as a
result or in consequence of this Agreement shall be instituted and
litigated only in courts having situs in the State of Illinois,
County of Cook, and each of the parties and signatories hereto
hereby consents to the jurisdiction of any local, State or Federal
court located and having its situs in said county and State.
Further, each of the parties and signatories hereto irrevocably
waives the right to a trial by jury with respect to any legal
proceeding in which any of them are adverse parties.
13. Waiver; Remedies. No delay on the part of any party in
exercising any right, power or privilege shall operate as a waiver
thereof, nor shall any waiver of any right, power or privilege
operate as a waiver of any other right, power or privilege, nor
shall any single or partial exercise of any right, power or privi-
lege preclude any other or further exercise thereof or of any
other right, power or privilege. The rights and remedies herein
provided are cumulative and are not exclusive of any rights or
remedies that the parties otherwise may have at law in equity or
both.
14. Beneficiaries of Agreement. The rights and obligations
contained in this Agreement are hereby declared by the parties
hereto to have been provided expressly for the exclusive benefit
of such persons and entities (as applicable) as set forth herein,
and shall not benefit, and do not benefit, any unrelated third
parties.
15. Assignment. The parties hereto have entered into this
Agreement intending to be bound hereby, and this Agreement
shall be a binding and enforceable agreement and shall inure to
the benefit of, and be enforceable by, the parties hereto and their
respective successors and assigns.
16. Severability. Whenever possible, each provision of
this Agreement shall be interpreted in such a manner as to be
effective and valid under applicable law. However,
notwithstanding anything contained in this Agreement to the
contrary, if any provision of this Agreement shall be prohibited
by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity,
without invalidating the remaining provisions of this Agreement.
17. Headings. The titles of the Sections hereto have been
inserted as a matter of convenience of reference only, and shall
not control or affect the meaning, interpretation or construction
of this Agreement.
18. Counterparts. This Agreement may be executed and
delivered in any number of counterparts, each of which shall be
considered an original but all of which, collectively, shall con-
stitute a single agreement.
[Signature Pages Follow]<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
CRL, Inc. Redemption and Exchange Agreement to be duly
executed as of the date first above written.
CRL, INC.
By:
______________________________
Its:
_____________________________
The Wallace E. Carroll Trust U/A
Dated 7/1/57 F/B/O Barry J. Carroll
and his descendants
By:
______________________________
Its:
_____________________________
The Wallace E. and Lelia H. Carroll
Trust U/A Dated 5/1/58 F/B/O
Barry J. Carroll and his descendants
By:
______________________________
Its:
_____________________________
The Wallace E. Carroll Trust U/A
Dated 7/1/57 F/B/O D. H. Carroll
and his descendants
By:
______________________________
Its:
_____________________________
The Wallace E. and Lelia H. Carroll
Trust U/A Dated 5/1/58 F/B/O D. H.
Carroll and his descendants
By:
______________________________
Its:
_____________________________
[Signature Pages Continue]
__________________________________
Lelia Carroll
The Wallace E. Carroll Trust U/A
Dated 2/1/54 F/B/O Lelia Carroll
By:
______________________________
Its:
_____________________________
The Lelia H. Carroll Trust U/A
Dated
3/1/55 F/B/O Lelia Carroll
By:
______________________________
Its:
_____________________________
The Wallace E. Carroll Trust U/A
Dated 7/1/57 F/B/O Lelia Carroll
and her descendants
By:
______________________________
Its:
_____________________________
The Wallace E. and Lelia H. Carroll
Trust U/A Dated 5/1/58 F/B/O Lelia
Carroll and her descendants
By:
______________________________
Its:
_____________________________
The Marital Trust formed under the
will of Wallace E. Carroll
By:
______________________________
Its:
_____________________________
<TABLE>
<CAPTION>
Schedule 1
CRL, Inc.
Additional Assets
Asset Value
<S> <C>
The Wallace E. Carroll Trust U/A dated 7/1/57 F/B/O Barry J. Carroll
Account Receivable - B.J. Carroll (Katy going-private costs) $ 6,122
Account Receivable - Carroll International Co. 121,838
The Wallace E. Carroll Trust U/A dated 7/1/57 F/B/O Denis H. Carroll
Common stock of OEA, Inc. ( 40,023.00 Shares) 1,034,995
Account Receivable - D.H. Carroll (Katy going-private costs) 4,949
Account Receivable - CRL Industries, Inc. 86,667
Account Receivable - LeWa Company 119,878
The Wallace E. and Lelia H. Carroll U/A dated 5/1/58 F/B/O Denis H. Carroll
Common stock of OEA, Inc. ( 0.00 Shares) 0
Account Receivable - D.H. Carroll (Katy going-private costs) 0
Account Receivable - CRL Industries, Inc. 0
Account Receivable - LeWa Company 0
Lelia Carroll
Common stock of OEA, Inc. ( 1,007.00 Shares) 26,041
The Wallace E. Carroll Trust U/A dated 2/1/54 F/B/O Lelia Carroll
B" Preferred Stock of LeWa Company ( 250,914.00 Shares) 1,828,762
Common stock of OEA, Inc. ( 229,943.00 Shares) 5,946,326
Account Receivable - Sis Carroll (Katy going-private costs) 11,482
Note Receivable - Sis Carroll 1,454,279
Property, Plant & Equipment - 1993 Ford Explorer 13,893
The Lelia H. Carroll Trust U/A dated 3/1/55 F/B/O Lelia Carroll
B" Preferred Stock of LeWa Company 0
Common stock of OEA, Inc. ( 250,914.00 Shares) 6,488,636
Account Receivable - Sis Carroll (Katy going-private costs) 0
Note Receivable - Sis Carroll 0
Property, Plant & Equipment - 1993 Ford Explorer 0
Due to Sis Carroll for Purchases of Katy Stock 0
The Wallace E. Carroll Trust U/A dated 7/1/57 F/B/O Lelia Carroll
Common stock of OEA, Inc. ( 108,011.00 Shares) 2,793,164
The Wallace E. and Lelia H. Carroll U/A dated 5/1/58 F/B/O Lelia Carroll
Common stock of OEA, Inc. ( 183,856.00 Shares) 4,754,516
The Marital Trust Established U/W of Wallace E. Carroll
Cash 18,936
</TABLE>
EXHIBIT TT
LEWA COMPANY REDEMPTION AND EXCHANGE
AGREEMENT
THIS LEWA COMPANY REDEMPTION AND EXCHANGE
AGREEMENT (this "Agreement") is dated as of February 29,
1996, by and among:
LeWa Company, an Illinois corporation ("LeWa"),
Lelia Carroll, an individual resident of the State
of Colorado ("LC"),
The Lelia H. Carroll Trust U/A Dated 7/12/62 F/B/O
Lelia Carroll (the "LC 1962 Trust"),
Wallace E. Carroll, Jr., an individual resident of
the State of Colorado ("WEC"),
The Lelia H. Carroll Trust U/A Dated 7/12/62 F/B/O
Wallace E. Carroll, Jr. (the "WEC 1962 Trust"),
Barry J. Carroll, an individual resident of the
State of Illinois ("BJC"),
The Lelia H. Carroll Trust U/A Dated 7/12/62 F/B/O
Barry J. Carroll (the "BJC 1962 Trust"),
(LC, the LC 1962 Trust, WEC, the WEC 1962 Trust, BJC, and the
BJC 1962 Trust shall hereinafter sometimes be referred to
individually as a "Shareholder" and collectively as the
"Shareholders").
RECITALS:
A. Holden Investments, L.L.C., a limited liability
company organized under the laws of the State of Illinois (the
"Company"), is authorized to issue membership interests
("Membership Interests") representing full and complete
ownership of the Company.
B. Pursuant to the Assignment, Assumption and Exchange
Agreement, dated as of February 29, 1996, by and among the
Company, LeWa, CRL, Inc., a Delaware corporation ("CRL"),
Telegraph Road Properties, Inc., a Nevada corporation
("Telegraph"), and Oasis Properties, Inc., a Nevada corporation
("Oasis"), LeWa, CRL, Telegraph and Oasis acquired from the
Company that percentage of all of the Membership Interests set
forth opposite such entity's respective name below:
Member Membership Interests
CRL 79.920%
LeWa 9.007%
Telegraph 8.283%
Oasis 2.790%
C. LeWa is authorized to issue nine thousand five hundred
(9,500) shares of voting common stock, no par value, of which all
nine thousand five hundred (9,500) shares are currently issued
and outstanding (collectively, the "Common Shares").
D. LeWa is authorized to issue eight thousand (8000)
shares of Series A preferred stock, $100 par value, of which eight
hundred (800) shares are currently issued and outstanding
(collectively, the "Preferred A Shares").
E. LeWa is authorized to issue eighty thousand (80,000)
shares of Series B preferred stock, no par value, of which eighty
thousand (80,000) shares are currently issued and outstanding
(collectively, the "Preferred B Shares").
(the Common Shares, the Preferred A Shares and the Preferred B
Shares shall sometimes be referred to herein collectively as the
"Shares").
F. Each Shareholder owns that number of Shares set forth
opposite such Shareholder's name below:
Common Preferred Preferred
Shareholder Shares A Shares B Shares
LC 1,750 62.5 21,564
The LC 1962 Trust 625 62.5 5,192
WEC 1,750 62.5 8,499
The WEC 1962 Trust 625 62.5 0
BJC 1,750 62.5 20,334
The BJC 1962 Trust 625 62.5 4,692
G. The Shareholders desire to tender their respective
Shares to LeWa for redemption, and LeWa desires to redeem the
Shareholder's respective Shares, in exchange for certain of the
Membership Interests currently owned by LeWa, subject to the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the recitals and the
mutual covenants and agreements hereinafter set forth, and for
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Redemption. Subject to the terms and conditions
hereof, the Shareholders hereby tender to LeWa for redemption,
and LeWa hereby redeems, all of the Shareholders' respective
Shares. Accordingly, each Shareholder shall, concurrently with
his, her or its execution hereof, surrender to LeWa all stock
certificates representing his, her or its respective Shares, duly
endorsed to LeWa.
2. Exchange for Membership Interests. In partial
consideration of the Shares tendered for redemption by LC and
the LC 1962 Trust, as provided in Section 1 above, and in
exchange therefor, LeWa hereby transfers to each such
Shareholder listed below, and each such Shareholder hereby
accepts, that percentage of all of the Membership Interests set
forth opposite such Shareholder's respective name below:
Shareholder Membership Interests
LC 6.271%
The LC 1962 Trust 2.736%
The foregoing referenced Membership Interests are fully-paid
and non-assessable, and are free and clear of any security
interests, mortgages, liens, charges, encumbrances, claims,
pledges or rights of any kind or character of any party, or any
voting trust arrangements, shareholder or similar agreements,
options, contracts or transfer restrictions of any kind, nature or
description (collectively, "Liens"). LeWa shall cause the
Company to properly reflect such transfer of Membership
Interests on the Company's books and records. Such Membership
Interests shall be subject to the transfer restrictions and other
provisions of the Company Operating Agreement.
3. Exchange for Additional Assets. As consideration for
the Shares tendered by the Shareholders for redemption, as
provided in Section 1 above, and in exchange therefor, LeWa
hereby transfers to the Shareholders, and each Shareholder
hereby accepts, all of LeWa's right, title and interest in and to
those assets and properties of LeWa set forth opposite such
Shareholder's respective name on Schedule 1 attached hereto and
made a part hereof (collectively, the "Additional Assets"). LeWa
is transferring the Additional Assets to the respective
Shareholders free and clear of any Liens. Except with respect to
warranting good title thereto, LeWa is transferring the
Additional Assets to the respective Shareholders on an "as is,
where is" basis, and LeWa makes no representation or warranty
with respect to the Additional Assets, including, without
limitation, with respect to the quality, merchantability or fitness
for a particular purpose of any such items.
4. Further Assurances of LeWa. From time to time after
the date hereof, at a Shareholder's request and without further
consideration therefor, LeWa shall perform, execute and deliver
or cause to be performed, executed and delivered by its
successors and assigns and their respective officers,
representatives and agents, all such further acts, deeds,
assignments, agreements, transfers and assurances as such
Shareholder shall reasonably require to more effectively assign
and transfer to the Shareholder, and his, her or its successors and
assigns, the respective Membership Interests transferred to such
Shareholder pursuant hereto.
5. Shareholders' Title to Shares. Each Shareholder
represents and warrants that he, she or it has good title to the
number of Shares set forth opposite his, her or its name in Recital
F above, and to the stock certificates representing such Shares,
free and clear of any Liens. Each Shareholder has the full and
legal right, power and authority to sell, assign, transfer and
deliver such Shares and such certificates to LeWa pursuant to
this Agreement, and upon delivery to LeWa of the certificates
representing the Shares as provided for herein, LeWa shall
receive absolute title to the Shares and to such certificates free
and clear of all Liens.
6. Access by Shareholder. Each Shareholder
acknowledges and agrees that he, she or it has had access to (i)
all material information regarding LeWa and (ii) the officers and
directors of LeWa, in order to discuss the operations, financial
condition and business prospects of LeWa.
7. Adjustments in Tax Liability Estimate. The
Shareholders understand that LeWa will incur substantial tax
liability as a result of the transactions contemplated by this
Agreement. The parties have entered into the Allocation,
Indemnification and Tax Matters Management Agreement dated
as of the date hereof for the purpose of allocating such tax
liabilities.
8. Arbitration. If any dispute arises between the parties
hereto under or concerning this Agreement or the terms hereof,
which dispute would ordinarily be resolved by an action at law,
the parties hereto shall, within five (5) days of the date that such
dispute arises, submit such issue to an entity to be mutually
agreed upon by the parties involved in such dispute (the
"Arbitrator") for arbitration in accordance with the terms of this
Section 8. The parties hereto shall attempt in good faith to agree
upon an entity to serve as the Arbitrator hereunder within such
five (5) day period. In the event that the parties involved in such
dispute are not able to agree upon an entity to serve as the
Arbitrator as provided above, each of said parties shall select a
representative, and all representatives so selected shall
collectively appoint the Arbitrator to resolve the issue in
dispute. Upon submission of the dispute to arbitration, each
party involved in the dispute (or any representative selected by
such party) shall present his, her or its argument to the
Arbitrator. The arbitration shall otherwise proceed in
accordance with the then existing rules of the American
Arbitration Association. The decision of the Arbitrator shall be
made within thirty (30) days following the close of the hearing
and shall be final and binding upon the parties hereto with
respect to the dispute. The non-prevailing party shall pay the
fees and expenses of the Arbitrator; and the other expenses of the
arbitration (including, without limitation, an award of
attorneys' fees to the prevailing party) shall be paid as the
Arbitrator determines. Each of the parties hereto, for himself,
herself or itself, and their respective successors and assigns, as
applicable, hereby agrees to the provisions of this Section 8 and
waives any right to any claim or cause of action he, she or it may
have in connection with an arbitration to be held pursuant to the
terms of this Section 8.
9. Integration; Amendment. This Agreement constitutes
the entire agreement and understanding of the parties hereto
concerning the subject matter hereof, and supersedes all prior
negotiations, undertakings and agreements between the parties,
whether oral or written, relating to the subject matter hereof. No
representation, inducement, agreement, promise, understanding
or waiver altering, modifying, taking from or adding to the
terms, provisions or conditions hereof shall have any force or
effect unless the same is in writing and duly executed by each of
the parties hereto.
10. Notices. Any notice, request, instruction or other
communication to be given hereunder by any party hereto shall be
in writing and shall be deemed to have been duly given (i) on the
date of delivery, provided delivery is actually tendered at the
appropriate address, addressed to the persons identified below
(a) in person, or (b) by courier service, or (c) by facsimile copy
(with original copy mailed the same day), or (ii) three (3) days
after deposit in the U.S. mails by first class certified mail,
postage prepaid, return receipt requested, all addressed as set
forth below:
If to LeWa, to: LeWa Company
2345 Waukegan Road
Suite S-200
Bannockburn, Illinois 60015-1528
Attention: John P. Corvino, Esq.
Fax No.: (847) 940-1601
With a copy to: Holleb & Coff
55 East Monroe Street
Suite 4100
Chicago, Illinois 60603
Attn: Arthur R. Miller, Esq.
Fax No.: (312) 807-3900
If to LC or the LC
1962 Trust, to: Lelia Carroll
180 Franklin Street
Denver, Colorado 80218
Fax No.: (303) 777-9100
With a copy to: Ducker, Seawell & Montgomery, P.C.
1560 Broadway, Suite 1500
Denver, Colorado 80202
Attention: Bruce Ducker, Esq.
Fax No.: (303) 861-4070
If to BJC or the BJC
1962 Trust, to: Barry J. Carroll
c/o Carroll International
Corporation
2340 Des Plaines Avenue
Suite 303
Des Plaines, Illinois 60018
Fax No.: (847) 299-2080
With a copy to: Aronberg, Goldgehn, Davis
& Garmisa
One IBM Plaza
Suite 3000
Chicago, Illinois 60611
Attention: Young Kim, Esq.
Fax No.: (312) 828-9635
If to WEC or the WEC
1962 Trust, to: Wallace E. Carroll, Jr.
c/o CRL, Inc.
6300 South Syracuse Way
Suite 300
Englewood, Colorado 80111
Fax No.: (303) 290-9344
With a copy to: Hogan & Hartson L.L.P.
One Tabor Center
Suite 1500
1200 Seventeenth Street
Denver, Colorado 80202
Attention: Bruce L. Rogers, Esq.
Fax No.: (303) 899-7333
or such other address as any of the foregoing shall designate to
the others in conformity with the foregoing. Any notice to any
party shall also be given to all other parties to this Agreement.
11. Construction. No provision of this Agreement shall be
construed against any party on the ground that such party (or its
counsel) drafted the provision or caused it to be drafted.
12. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Illinois
excluding, however, as much of said law as relates to conflicts or
choice of laws. All actions arising directly or indirectly as a
result or in consequence of this Agreement shall be instituted and
litigated only in courts having situs in the State of Illinois,
County of Cook, and each of the parties and signatories hereto
hereby consents to the jurisdiction of any local, State or Federal
court located and having its situs in said county and State.
Further, each of the parties and signatories hereto irrevocably
waives the right to a trial by jury with respect to any legal
proceeding in which any of them are adverse parties.
13. Waiver; Remedies. No delay on the part of any party in
exercising any right, power or privilege shall operate as a waiver
thereof, nor shall any waiver of any right, power or privilege
operate as a waiver of any other right, power or privilege, nor
shall any single or partial exercise of any right, power or privi-
lege preclude any other or further exercise thereof or of any
other right, power or privilege. The rights and remedies herein
provided are cumulative and are not exclusive of any rights or
remedies that the parties otherwise may have at law in equity or
both.
14. Beneficiaries of Agreement. The rights and obligations
contained in this Agreement are hereby declared by the parties
hereto to have been provided expressly for the exclusive benefit
of such persons and entities (as applicable) as set forth herein,
and shall not benefit, and do not benefit, any unrelated third
parties.
15. Assignment. The parties hereto have entered into this
Agreement intending to be bound hereby, and this Agreement
shall be a binding and enforceable agreement and shall inure to
the benefit of, and be enforceable by, the parties hereto and their
respective successors and assigns.
16. Severability. Whenever possible, each provision of
this Agreement shall be interpreted in such a manner as to be
effective and valid under applicable law. However,
notwithstanding anything contained in this Agreement to the
contrary, if any provision of this Agreement shall be prohibited
by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity,
without invalidating the remaining provisions of this Agreement.
17. Headings. The titles of the Sections hereto have been
inserted as a matter of convenience of reference only, and shall
not control or affect the meaning, interpretation or construction
of this Agreement.
18. Counterparts. This Agreement may be executed and
delivered in any number of counterparts, each of which shall be
considered an original but all of which, collectively, shall con-
stitute a single agreement.
[Signature Page Follows]<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
LeWa Company Redemption and Exchange Agreement to be duly
executed as of the date first above written.
LEWA COMPANY
By:
______________________________
Its:
_____________________________
__________________________________
Lelia Carroll
__________________________________
Wallace E. Carroll, Jr.
__________________________________
Barry J. Carroll
The Lelia H. Carroll Trust U/A Dated
7/12/62 F/B/O Lelia Carroll
By:
______________________________
Its:
_____________________________
The Lelia H. Carroll Trust U/A Dated
7/12/62 F/B/O Wallace E. Carroll, Jr.
By:
______________________________
Its:
_____________________________
The Lelia H. Carroll Trust U/A Dated
7/12/62 F/B/O Barry J. Carroll
By:
______________________________
Its:
_____________________________
<TABLE>
<CAPTION>
Schedule 1 - Page 1
LeWa Company
Additional Assets and Liabilities
Asset Value
<S> <C>
"A" Preferred Stock
Barry J. Carroll
Cash $6,563
The Lelia H. Carroll Trust U/A dated 7/12/62 F/B/O Barry J. Carroll
Cash 6,563
Lelia Carroll
Cash 6,563
The Lelia H. Carroll Trust U/A dated 7/12/62 F/B/O Lelia Carroll
Cash 6,563
Wallace E. Carroll, Jr.
Cash 6,563
The Lelia H. Carroll Trust U/A dated 7/12/62 F/B/O Wallace E. Carroll, Jr.
Cash 6,563
American Gage and Machine
Cash 31,500
"A" Preferred Notes
Barry J. Carroll
Cash $21,796
The Lelia H. Carroll Trust U/A dated 7/12/62 F/B/O Barry J. Carroll
Cash 24,896
Lelia Carroll
Cash 21,704
The Lelia H. Carroll Trust U/A dated 7/12/62 F/B/O Lelia Carroll
Cash 24,896
Wallace E. Carroll, Jr.
Cash 21,802
The Lelia H. Carroll Trust U/A dated 7/12/62 F/B/O Wallace E. Carroll, Jr.
Cash 24,896
American Gage and Machine
Cash 119,500
"B" Preferred Stock
Barry Carroll
Cash $1,955,200
Barbara Carroll
Cash 78,200
Megan Elizabeth (Carroll) Shea
Cash 24,600
Barry J. Carroll as Custodian for Megan Elizabeth (Carroll) Shea
Cash 69,300
Sean Pehrson Carroll
Cash 24,600
Barry J. Carroll as Custodian for Sean Pehrson Carroll
Cash 69,300
Barry J. Carroll as Custodian for Deidre Holden Carroll
Cash 93,800
Barry J. Carroll as Custodian for Colleen Patricia Carroll
Cash 93,800
Barry J. Carroll as Custodian for Kelly Oona Carroll
Cash 93,800
Lelia Carroll
Cash 2,156,400
Philip E. Johnson as Custodian for Brooke Holden Johnson
Cash 129,800
Philip E. Johnson as Custodian for Brandon Carroll Johnson
Cash 129,800
Philip E. Johnson as Custodian for Dara McDowell Johnson
Cash 129,800
Philip E. Johnson as Custodian for Bryce Carroll Johnson
Cash 129,800
Wallace E. Carroll, Jr.
Cash 849,900
Philip E. Johnson
Cash 156,400
CRL, Inc.
Cash 1,713,800
Common Stock
Barry J. Carroll
Stone Bridge No. 1 $3,190,000
Cash (404,921)
The Lelia H. Carroll Trust U/A dated 7/12/62 F/B/O Barry J. Carroll
Accounts Receivable - Trusts 1,095,271
Cash (100,600)
Lelia Carroll
Oak Bluffs, Martha's Vineyard, MA Residences 505,000
The Lelia H. Carroll Trust U/A dated 7/12/62 F/B/O Lelia Carroll
No assets or liabilities 0
Wallace E. Carroll, Jr.
Common stock of Katy Industries, Inc.
( 303,873.00 Shares) 3,372,990
Property, Plant & Equipment - Office Equipment 26,957
Accured Payroll Expenses (25,700)
Account Payable - CRL, Inc. (121,556)
Cash (467,612)
The Lelia H. Carroll Trust U/A dated 7/12/62 F/B/O Wallace E. Carroll, Jr.
Common stock of Katy Industries, Inc.
(108,559.00 Shares) 1,205,005
Cash (210,334)
</TABLE>
EXHIBIT UU
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (this "Agreement") is made
and entered into February 29, 1996, by and between CRL, INC.,
a Delaware corporation ("Buyer"), and LEWA COMPANY, an
Illinois corporation ("Seller").
RECITALS:
A. Seller owns a nineteen thousand two hundred seventy-nine (19,279)
shares (the "Shares") of common stock of Katy Industries, Inc., a Delaware
corporation ("Katy").
B. Buyer desires to purchase from Seller, and Seller
desires to sell to Buyer, all of Seller's right, title and interest in
and to the Shares, on the terms and conditions contained in this
Agreement.
NOW, THEREFORE, Seller and Buyer, in consideration of
the mutual covenants and warranties contained herein, and for
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, agree as follows:
ARTICLE I
PURCHASE AND SALE
Subject to the terms and conditions set forth herein, and in
reliance on the representations and warranties contained herein,
Buyer agrees to purchase from Seller, and Seller agrees to sell to
Buyer, all of Seller's right, title and interest in and to the Shares.
ARTICLE II
PURCHASE PRICE; THE CLOSING
2.1 Purchase Price. The purchase price (the "Purchase
Price") to be paid by Buyer to Seller for all of the Shares shall be
Two Hundred Thirteen Thousand Nine Hundred Ninety-Seven
Dollars ($213,997).
2.2 Closing and Closing Date. The transaction
contemplated hereby shall be consummated and closed at the
offices of Holleb & Coff, on February 29, 1996, at 10:00 a.m., or
at such other time or location as may be mutually agreed to by the
parties hereto (the "Closing"). The actual date on which the
Closing occurs is the "Closing Date".
2.3 Seller's Obligations at Closing. At the Closing, Seller
shall deliver to Buyer the following:
(a) Certificates representing the Shares, duly
endorsed for transfer to Buyer or with appropriately executed
stock powers, in form sufficient for Buyer to cause such Shares
to be registered in Buyer's name on the books and stock transfer
records of the Company.
(b) Any other items required to be delivered by Seller
under the terms and provisions of this Agreement.
2.4 Buyer's Obligations at Closing. At the Closing, Buyer
shall deliver to Seller the following:
(a) The Purchase Price by wire transfer of immediately
available federal funds; and
(b) Any other items to be delivered by Buyer under the
terms and provisions of this Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer as follows:
3.1 Authority. Seller is a corporation duly organized,
validly existing and in good standing under the laws of Illinois.
Seller has all requisite corporate power and authority to own,
lease and operate its properties and to carry on its business as
now being conducted, and to enter into this Agreement and to
carry out the transactions contemplated herein. The execution,
delivery and performance of this Agreement by Seller has been
duly authorized by all necessary corporate action. This
Agreement has been duly and validly executed and delivered by
Seller and constitutes the legal, valid and binding obligation of
Seller enforceable against Seller in accordance with its terms.
3.2 Seller's Ownership. Seller owns and has, and at the
Closing shall transfer to Buyer, good, marketable and
indefeasible title to the Shares free and clear of all liens, claims
and encumbrances.
Each of the foregoing representations and warranties shall
be deemed remade by Seller to Buyer on the Closing Date.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller as follows:
4.1 Authority. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of Delaware.
Buyer has all requisite corporate power and authority to own,
lease and operate its properties and to carry on its business as
now being conducted, and to enter into this Agreement and to
carry out the transactions contemplated herein. The execution,
delivery and performance of this Agreement by Buyer has been
duly authorized by all necessary corporate action. This
Agreement has been duly and validly executed and delivered by
Buyer and constitutes the legal, valid and binding obligation of
Buyer enforceable against Buyer in accordance with its terms.
The foregoing representation and warranty shall be deemed
remade by Buyer to Seller on the Closing Date.
ARTICLE V
INDEMNIFICATION
5.1 Indemnity Obligation of Seller. Seller shall indemnify,
defend and hold Buyer harmless against and in respect of all
claims, demands, losses and expenses, including interest,
penalties and reasonable attorneys' fees and expenses, which
arise, result from or relate to any inaccuracy, misrepresentation,
breach or failure by Seller to perform any of its representations,
warranties, covenants or agreements under or pursuant to this
Agreement.
5.2 Indemnity Obligation of Buyer. Buyer shall indemnify,
defend and hold Seller harmless against and in respect of all
claims, demands, losses and expenses, including interest,
penalties and reasonable attorneys' fees and expenses, which
arise, result from or relate to any inaccuracy, misrepresentation,
breach or failure by Buyer to perform any of its representations,
warranties, covenants or agreements under or pursuant to this
Agreement.
ARTICLE VI
MISCELLANEOUS
6.1 Further Assurances. From time to time after the
Closing, at either party's request and without further
consideration therefor, the other party shall perform, execute
and deliver all such further acts, assignments and assurances as
may reasonably be required for the more effective assigning,
granting and selling of the Shares transferred or to be transferred
pursuant to this Agreement, and as may be appropriate to carry
out the transactions contemplated hereby.
6.2 Survival of Representations. All representations,
warranties, covenants and agreements hereunder shall survive
the Closing.
6.3 Arbitration. If any dispute arises between the parties
hereto under or concerning this Agreement or the terms hereof,
which dispute would ordinarily be resolved by an action at law,
the parties hereto shall, within five (5) days of the date that such
dispute arises, submit such issue to an entity to be mutually
agreed upon by the parties involved in such dispute (the
"Arbitrator") for arbitration in accordance with the terms of this
Section 6.3. The parties hereto shall attempt in good faith to
agree upon an entity to serve as the Arbitrator hereunder within
such five (5) day period. In the event that the parties involved in
such dispute are not able to agree upon an entity to serve as the
Arbitrator as provided above, each of said parties shall select a
representative, and all representatives so selected shall
collectively appoint the Arbitrator to resolve the issue in
dispute. Upon submission of the dispute to arbitration, each
party involved in the dispute (or any representative selected by
such party) shall present its argument to the Arbitrator. The
arbitration shall otherwise proceed in accordance with the then
existing rules of the American Arbitration Association. The
decision of the Arbitrator shall be made within thirty (30) days
following the close of the hearing and shall be final and binding
upon the parties hereto with respect to the dispute. The non-prevailing
party shall pay the fees and expenses of the
Arbitrator; and the other expenses of the arbitration (including,
without limitation, an award of attorneys' fees to the prevailing
party) shall be paid as the Arbitrator determines. Each of the
parties hereto, for itself, and its respective successors and
assigns, as applicable, hereby agrees to the provisions of this
Section 6.3 and waives any right to any claim or cause of action
it may have in connection with an arbitration to be held pursuant
to the terms of this Section 6.3.
6.4 Integration; Amendment. This Agreement constitutes
the entire agreement and understanding of the parties hereto
concerning the subject matter hereof, and supersedes all prior
negotiations, undertakings and agreements between the parties,
whether oral or written, relating to the subject matter hereof. No
representation, inducement, agreement, promise, understanding
or waiver altering, modifying, taking from or adding to the
terms, provisions or conditions hereof shall have any force or
effect unless the same is in writing and duly executed by each of
the parties hereto.
6.5 Notices. Any notice, request, instruction or other
communication to be given hereunder by any party hereto shall be
in writing and shall be deemed to have been duly given (i) on the
date of delivery, provided delivery is actually tendered at the
appropriate address, addressed to the persons identified below
(a) in person, or (b) by courier service, or (c) by facsimile copy
(with original copy mailed the same day), or (ii) three (3) days
after deposit in the U.S. mails by first class certified mail,
postage prepaid, return receipt requested, all addressed as set
forth below:
If to Seller, to: LeWa Company
2345 Waukegan Road
Suite S-200
Bannockburn, Illinois 60015-1528
Attention: John P. Corvino, Esq.
Fax No.: (847) 940-1601
With a copy to: Holleb & Coff
55 East Monroe Street
Suite 4100
Chicago, Illinois 60603
Attn: Arthur R. Miller, Esq.
Fax No.: (312) 807-3900
If to Buyer, to: CRL, Inc.
6300 South Syracuse Way
Suite 300
Englewood, Colorado 80111
Attention: Jonathan Johnson
Fax No.: (303) 773-2729
With a copy to: Hogan & Hartson L.L.P.
One Tabor Center
Suite 1500
1200 Seventeenth Street
Denver, Colorado 80202
Attention: Bruce L. Rogers, Esq.
Fax No.: (303) 899-7333
or such other address as any of the foregoing shall designate to
the others in conformity with the foregoing. Any notice to any
party shall also be given to all other parties to this Agreement.
6.6 Construction. No provision of this Agreement shall be
construed against any party on the ground that such party (or its
counsel) drafted the provision or caused it to be drafted.
6.7 Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Illinois
excluding, however, as much of said law as relates to conflicts or
choice of laws. All actions arising directly or indirectly as a
result or in consequence of this Agreement shall be instituted and
litigated only in courts having situs in the State of Illinois,
County of Cook, and each of the parties and signatories hereto
hereby consents to the jurisdiction of any local, State or Federal
court located and having its situs in said county and State.
Further, each of the parties and signatories hereto irrevocably
waives the right to a trial by jury with respect to any legal
proceeding in which any of them are adverse parties.
6.8 Waiver; Remedies. No delay on the part of any party in
exercising any right, power or privilege shall operate as a waiver
thereof, nor shall any waiver of any right, power or privilege
operate as a waiver of any other right, power or privilege, nor
shall any single or partial exercise of any right, power or privi-
lege preclude any other or further exercise thereof or of any
other right, power or privilege. The rights and remedies herein
provided are cumulative and are not exclusive of any rights or
remedies that the parties otherwise may have at law in equity or
both.
6.9 Beneficiaries of Agreement. The rights and obligations
contained in this Agreement are hereby declared by the parties
hereto to have been provided expressly for the exclusive benefit
of such persons and entities (as applicable) as set forth herein,
and shall not benefit, and do not benefit, any unrelated third
parties.
6.10 Assignment. The parties hereto have entered into
this Agreement intending to be bound hereby, and this Agreement
shall be a binding and enforceable agreement and shall inure to
the benefit of, and be enforceable by, the parties hereto and their
respective successors and assigns.
6.11 Severability. Whenever possible, each provision
of this Agreement shall be interpreted in such a manner as to be
effective and valid under applicable law. However,
notwithstanding anything contained in this Agreement to the
contrary, if any provision of this Agreement shall be prohibited
by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity,
without invalidating the remaining provisions of this Agreement.
6.12 Headings. The titles of the Sections hereto have
been inserted as a matter of convenience of reference only, and
shall not control or affect the meaning, interpretation or
construction of this Agreement.
6.13 Counterparts. This Agreement may be executed
and delivered in any number of counterparts, each of which shall
be considered an original but all of which, collectively, shall
constitute a single agreement.
IN WITNESS WHEREOF, the parties have made and
delivered this Agreement as of the date first above written.
SELLER: BUYER:
LEWA COMPANY CRL, INC.
By: ___________________________ By:_______________________________
Name:______________________ Name:____________________________
Title:_____________________ Title:___________________________
EXHIBIT VV
CONFORMED
COPY
JOINT 13D FILING AGREEMENT
The undersigned hereby agree that the Statement on
Schedule 13D originally dated January 15, 1992, as amended,
relating to the common stock of Katy Industries, Inc. (the
"Schedule 13D") is filed on behalf of each of the undersigned.
Furthermore, each of the undersigned severally
represent that:
(i) Each is eligible to use the schedule on which the
information is filed;
(ii) Each is responsible for the timely filing of the
Schedule 13D and for the completeness and accuracy of the
information concerning such person or entity contained therein;
each such person or entity is not responsible for the
completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has
reason to believe that such information is inaccurate.
Furthermore, each of the undersigned do hereby make,
constitute and appoint Jonathan P. Johnson their true and lawful
attorneys-in-fact and do hereby authorize any one of them to file
any amendments to the Schedule 13D.
This Agreement may be executed in one or more
counterparts by each of the undersigned, and each of which,
taken together, shall constitute but one and the same instrument.
Dated: February 29, 1996
WALLACE E. CARROLL TRUST
U/A Dated July 1, 1957 F/B/O
Wallace E. Carroll, Jr. and his descendants
By: /s/ Wallace E. Carroll, Jr.
Wallace E. Carroll, Jr. Trustee
WALLACE E CARROLL TRUST
U/A Dated May 1, 1958 F/B/O
Wallace E. Carroll, Jr. and his descendants
By: /s/ Wallace E. Carroll, Jr.
Wallace E. Carroll, Jr. Trustee
WALLACE E CARROLL TRUST
U/A Dated January 20, 1961 F/B/O
Wallace E. Carroll, Jr. and his descendants
By: /s/ Wallace E. Carroll, Jr.
Wallace E. Carroll, Jr. Trustee
LELIA H. CARROLL TRUST
U/A Dated July 12, 1962 F/B/O
Wallace E. Carroll, Jr. and his descendants
By: /s/ Wallace E. Carroll, Jr.
Wallace E. Carroll, Jr. Trustee
SUBTRUSTS UNDER THE WALLACE E
AND LELIA H. CARROLL TRUST
U/A Dated December 15, 1978 F/B/O
Wallace E. Carroll, Jr. and his descendants
By: /s/ Wallace E. Carroll, Jr.
Wallace E. Carroll, Jr. Trustee
THE WALLACE FOUNDATION
By: /s/ Wallace E. Carroll, Jr.
Wallace E. Carroll, Jr. Administrator
SUBTRUSTS UNDER THE WALLACE E
CARROLL, JR. TRUST #1
U/A Dated December 30, 1976
By: /s/ Wallace E. Carroll, Jr.
Wallace E. Carroll, Jr. Trustee
SUBTRUSTS UNDER THE WALLACE E
CARROLL, JR. TRUST #2
U/A Dated December 30, 1976
By: /s/ Wallace E. Carroll, Jr.
Wallace E. Carroll, Jr. Trustee
WALLACE E. CARROLL, JR.
AMELIA M. CARROLL
CRL, INC.
By: /s/ Jonathan P. Johnson
Jonathan P. Johnson, President
