SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)(1)
KINARK CORPORATION
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(Name of issuer)
COMMON STOCK, $.10 PAR VALUE
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(Title of class of securities)
494474109
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(CUSIP number)
STEVEN WOLOSKY, ESQUIRE
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
SEPTEMBER 13, 1995
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(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.
(Continued on following pages)
(Page 1 of 16 Pages)
Exhibit Index Appears on Page 8
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(1) 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 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).
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) | |
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) | |
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 501,100
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
501,100
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
501,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* | |
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.38%
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14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS SERVICES, LTD.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) | |
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) | |
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 25,000(2)
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
25,000(2)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
25,000(2)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* | |
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.67%
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14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(2) Represents Shares in a securities portfolio owned by a foreign
investment company that is managed on a discretionary basis by Steel Partners
Services, Ltd.
<PAGE>
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARREN LICHTENSTEIN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) | |
--------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) | |
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 526,150(3)
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
526,150(3)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
526,150(3)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* | |
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.04%
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14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
----------------
(3) Includes 501,100 Shares owned by Steel Partners II, L.P. and 25,000
Shares managed by Steel Partners Services, Ltd., an entity controlled by Warren
G. Lichtenstein and Lawrence Butler.
<PAGE>
================================================================================
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
LAWRENCE BUTLER
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
(b) | |
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) | |
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 528,100(4)
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
528,100(4)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
528,100(4)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* | |
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.10%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
----------------
(4) Includes 501,100 Shares owned by Steel Partners II, L.P. and 25,000
Shares managed by Steel Partners Services, Ltd., an entity controlled by Warren
G. Lichtenstein and Lawrence Butler.
<PAGE>
This constitutes Amendment No. 3 ("Amendment No. 3") to Schedule 13D filed
by the undersigned on March 25, 1995 (the "Schedule 13D"). Except as
specifically amended by this Amendment No. 3, the Schedule 13D, as amended,
remains in full force and effect. Defined terms shall have the meaning specified
in the Schedule 13D, except as otherwise provided herein.
Item 4 is amended to read in its entirety as follows:
Item 4. Purpose of Transaction.
The Reporting Persons believe that the Shares of the Issuer at current
market prices present an attractive investment opportunity for capital
appreciation.
On September 13, 1995, the Reporting Persons submitted a proposal to
the Issuer to provide debt financing and a commitment in connection with a
proposed rights offering to be undertaken by the Issuer, a copy of which is
attached hereto. The proposal reflects a proposed equity and debt financing
which is on substantially better terms than that offered by Michael T. Crimmins,
the Chairman of the Board of the Issuer. The Reporting Persons believe that it
would be imprudent for the Board to pursue the Crimmins transaction at the
present time and reserves any rights it may have to oppose such financing.
No Reporting Person has any present plan or proposal which would relate
to or result in any of the matters set forth in subparagraphs (a) - (j) of Item
4 of Schedule 13D except as otherwise provided herein. Each intends to review
its investment in the Issuer on a continuing basis and, depending on various
factors including, without limitation, the Issuer's business affairs and
financial position, the price levels of the Common Stock, conditions in the
securities markets and general economic and industry conditions, may in the
future take such actions with respect to its investment in the Issuer as it
deems appropriate including, without limitation, purchasing additional Shares of
Common Stock, selling some or all of its Shares, or proposing a slate of
nominees for election as directors at the Issuer's annual meeting, a special
meeting of stockholders or otherwise.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement (previously filed).
2. Letter sent by the Reporting Persons to the Issuer on September
13, 1995 with attached Term Sheet for the proposed debt and equity
financing referred to in Item 4.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: September 14, 1995 STEEL PARTNERS II, L.P.
By: Steel Partners Associates, L.P. General Partner
By: Steel Partners, Ltd. General Partner
By:/s/ Warren G. Lichtenstein
--------------------------
Warren G. Lichtenstein,
Chief Executive Officer
STEEL PARTNERS SERVICES, LTD.
By:/s/ Warren G. Lichtenstein
--------------------------
Warren G. Lichtenstein,
Chief Executive Officer
/s/ Warren G. Lichtenstein
--------------------------
WARREN G. LICHTENSTEIN
/s/ Lawrence Butler
-------------------
LAWRENCE BUTLER
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE
1. Joint Filing Agreement previously filed
2. Letter sent by the Reporting Persons to 9
the Issuer on September 13, 1995 with
attached Term Sheet for the proposed
debt and equity financing referred to
in Item 4.
Exhibit 2
September 13, 1995
The Board of Directors of Kinark Corporation
7060 South Yale Avenue
Tulsa, Oklahoma 74101
Ladies and Gentlemen:
The undersigned hereby submits the attached proposal to provide debt
financing and a commitment in connection with the proposed rights offering to be
undertaken by Kinark Corporation. The proposal reflects a proposed equity and
debt financing which is on substantially better terms than that offered by
Michael T. Crimmins, the Chairman of the Board of Kinark. The offer has been
formatted to conform to the proposal by Mr. Crimmins but reflects terms
substantially more favorable to Kinark.
We are prepared to immediately negotiate in good faith any changes or
modifications that each of us may find appropriate to further refine this offer
to be in the best interests of Kinark and its stockholders and to enter into
definitive agreements.
We believe that it would be inappropriate for the Board to pursue the
proposed transaction with Mr. Crimmins, since it involves substantially greater
dilution to the equity holders of Kinark as compared to the enclosed proposal.
We further believe that to the extent that any debt financing portion can be
minimized and/or reduced, it is in the best interest of all stockholders.
We have set forth this offer in writing so that there is no confusion
that we are ready, willing and able to proceed diligently with regard to this
matter. We trust that the Board
<PAGE>
will contact us immediately so that we can move forward. We believe that it
would be imprudent for the Board to pursue the Crimmins transaction at the
present time and reserve any rights we may have to oppose such financing should
the Board not proceed with good faith negotiations regarding the enclosed
proposal. We trust that such action will be unnecessary and that any financing
can be concluded in the best interests of all stockholders of Kinark.
Very truly yours,
/S/ WARREN LICHTENSTEIN
-----------------------
Warren Lichtenstein
<PAGE>
Proposed Term Sheet
9/13/95
MEMORANDUM
RE: Kinark Corporation - Steel Partners II, L.P. Proposed Debt and Equity
Financing
I. DEBT FINANCING
A. SENIOR SUBORDINATED NOTES
Issuer: Kinark Corporation ("Company")
Issue: Up to $4,000,000 principal amount of Senior
Subordinated Notes ("Notes" or "Subordinated
Debt") to be sold at par, in increments of
$500,000 at Closing and or over a one year
period from Closing, if the Rogers transaction
closes.
Investor: Steel Partners II, L.P. or its designees or
affiliates.
Use
of Proceeds: The up to $4,000,000 proceeds, plus the
proceeds of the equity financing referred to
in II below and of the senior bank debt, will
be used to purchase the capital stock of
Rogers Galvanizing Company ("Rogers"), and,
subject to such purchase, for such other
general corporate uses as agreed to by the
Board of Directors.
Final
Maturity: Tenth Anniversary of Date of Closing.
Interest: Interest payable semi-annually in arrears at
an annual rate of 12%.
Amortization: No scheduled principal payments for five
years, but see "Prepayment Items" below.
Thereafter, payable in 10 equal semi-annual
principal payments.
Optional
Prepayments: The Company may prepay the Notes at any time
in full or in part in increments of at least
$100,000.00, at par with accrued interest, and
in inverse order of maturity (if paid in
part).
Prepayment
Items: All prepayments to be applied to the
semi-annual principal installments in the
inverse order of maturity. The Notes will be
subject to mandatory prepayment in full at
par, plus accrued interest, upon a change in
control of the Company.
Investment
Fee: An aggregate fee of $75,000 will be payable to
Investor at Closing.
<PAGE>
Subordination: The Notes will be subordinated to the
Company's bank debt ("Senior Debt") on terms
acceptable to the bank and the Investor.
Security: The Notes will be secured by the capital stock
of Rogers. Rogers shall not be an obligor or
guarantor in respect of the Senior Debt but
may pledge its working capital items as
additional security for the Senior Debt. There
will be a negative pledge with respect to all
other assets of Rogers.
Representations
and Warranties;
Covenants, Events
of Default: The Company will make standard representations
and warranties in the loan documentation which
will also incorporate standard covenants and
events of defaults, including affirmative
covenants as to maintenance of corporate
existence, payment of taxes, compliance with
laws and regulations, maintenance of
properties and insurance, etc. and negative
covenants as to maintenance of debt service
coverage, net worth and working capital,
limitations on debt incurrence, acquisitions,
capital expenditures, mergers, sale of assets,
etc.
Governing
Law: The Notes will be governed by internal N.Y.
law without regard to its conflict of law
principles.
Registration
Rights: See under B. WARRANTS below. The Company will
agree in the loan documentation to appoint a
Trustee for the holders of Notes in the event
of an offering of the Notes.
B. WARRANTS: The Investor will receive detachable and
transferable warrants ("Warrants") for 50,000
shares of the Company for issuing a binding
and irrevocable commitment for one year after
Closing of up to $4,000,000 in Subordinated
Debt. For any borrowing under the Subordinated
Debt, 200,000 Warrants shall be issued for
each $500,000 borrowed. The numbers of
Warrants is based on the 3,746,410 shares
currently outstanding. The Warrants shall
expire on the fifth anniversary of their
respective dates of issuance.
Exercisable: Exercisable in whole or in part at any time
after their respective dates of issuance until
the fifth anniversary of such dates.
Purchase and
Exercise Price: The purchase price of the Warrants will be a
nominal amount. The Warrants issued at Closing
shall be issued with an exercise price
equivalent to the average 20 day closing price
prior to the Closing. The exercise price of
any other Warrants issued will be the average
20 day closing price prior to the Company's
notice of borrowing. The Warrants are payable
in cash or
<PAGE>
by the surrender of Notes in an equivalent
principal amount.
Anti-Dilution: Full anti-dilution provisions including
adjustment for stock splits, stock dividends
and distributions, subdivisions, combinations,
and reclassifications on, or of, the Company's
common stock; issuance of rights to purchase
common stock or common stock at less than
market price, (other than the Rights referred
to in II below), sale of assets, mergers, etc.
Registration
Rights: Full registration rights including one demand
registration for Notes, Warrants and/or
underlying common stock (and any other common
stock owned by Investor) at any time after the
Closing, and unlimited piggyback rights,
subject in the case of piggyback registration
to Managing Underwriter's approval and to the
pro rata share limitation. In the case of the
demand registration and each piggyback
registration, the Company will (a) pay all
expenses, including registration and Blue Sky
fees, printing, legal and accounting but
excluding fees and expenses of counsel to
Investor, underwriting discounts applicable to
securities sold by Investor and applicable
stock transfer taxes and (b) agree to fully
indemnify Investor and any underwriter for
Investor in respect of all information
contained or omitted from the Registration
Statement other than information furnished by
Investor or such underwriter.
Conditions: 1. Satisfactory completion of due diligence
by Investor.
2. Agreement with holder of Senior Debt on
terms satisfactory to Investor.
3. Satisfactory completion of and compliance
with all required documentation.
4. Absence of material adverse change in the
financial condition, business, operations
or prospects of the Company and its
subsidiaries or Rogers prior to the
termination of the Subordinated Debt
commitment (1 year following closing).
5. Investor to be satisfied that proceeds,
together with other funds available to
Company, will be sufficient to purchase
all the common stock of Rogers which
Company is required to purchase, and the
purchase of Rogers common stock shall
take place contemporaneously with the
Closing.
6. Recommendation by the Board of Directors
of the Company to the shareholders to
approve the proposed sale of the Notes
and Warrants on the terms provided herein
and the proposed equity financing
referred to in II below and such
recommendation shall not be withdrawn or
qualified prior to the
<PAGE>
Closing, and agreement by the Board of
Directors and the Company not to shop or
solicit other financing terms pending the
Closing.
7. Approval of the shareholders of the
Company of the issuance of the Notes and
Warrants and of any other matters for
which such approval is required.
8. Approval of the American Stock Exchange
as to the listing of the shares of the
Company's common stock issuable upon
exercise of the Warrants and Rights
referred to in II below.
9. Approval of the shareholders of the
Company of the proposed Rights offering
referred to in II below.
10. In addition to the conditions specified
in Paragraphs 1 through 9 above, if any
of the following events shall have
occurred on or prior to the Closing or
the funding of the Subordinated Debt, as
the case may be, the Investor shall have
the right to cancel any definitive
agreement and terminate any obligation to
purchase the Notes and Warrants and the
shares of the Company's common stock in
connection with the Rights offering
referred to in II below:
(a) Any action or proceeding
(including any consent or proxy
solicitation) shall have been commenced
or threatened which challenges the
legality of the proposed debt and equity
financing contemplated herein and/or
seeks to effect any change of control of
the Company through a change in the
composition of its Board of Directors or
otherwise; or
(b) Any person (as such term is
defined in Section 13(d)(3) of the
Securities Exchange Act of 1934) other
than the Investor, shall have acquired
beneficial ownership of more than 20% of
the outstanding shares of the Company's
common stock or shall have commenced any
tender offer or exchange offer for its
shares of common stock which, upon
completion, would result in such person
having beneficial ownership of more than
20% of the outstanding shares of the
Company's common stock; or
(c) The Board of Directors of the
Company shall have approved (a) any
definitive agreement or understanding
with any person, including any person
referred to in (b) above, providing for
any merger, consolidation, tender offer
or exchange offer, acquisition,
disposition, sale of assets, joint
venture, or other business combination
involving the Company, or any
<PAGE>
of its subsidiaries or Rogers (other than
the acquisition of Rogers contemplated
hereby) and/or (b) any transaction or
undertaking that would involve a change
of control of the Company and/or a
material change in any aspect of the
business and operations of the Company or
any of its subsidiaries or Rogers from
that heretofore conducted; and/or the
Company shall have entered into or
reached any such agreement,
understanding, transaction or
undertaking, whether or not subject to
the approval of the Board of Directors;
or
(d) There shall have occurred any
general suspension of trading, or
limitation on prices, for securities on
the New York or American Stock Exchanges
or the declaration of a banking
moratorium or any suspension of payments
in respect to banks in the United States
or the commencement of a war, armed
hostilities, or other international or
natural calamity involving the United
States.
Board of Directors
Representation: For so long as the Subordinated Debt is
outstanding or Investor has ten percent (10%)
of the Common Stock of the Company, the Board
of Directors shall remain six (6) members of
which two will consist of designees of Steel
Partners II, L.P.
Expenses: Investor to be reimbursed by the Company for
all expenses incurred in connection with the
proposed sale of the Notes and Warrants and
participation in the Rights Offering referred
to in II below and completion of the due
diligence and required documentation,
including travel expenses and the fees and
expenses of counsel to Investor, whether or
not definitive agreements are reached, or the
sale of the Notes and Warrants is closed
and/or the Equity Offering is approved by the
shareholders or is successful. The Investor
will not engage a financial advisor.
II. EQUITY OFFERING It is anticipated that the Company will make a
Rights Offering to its holders of Common
Stock, offering them the right to purchase
Common Stock of the Company. The actual terms
of the Rights Offering will be formulated
between the Company and the Investor with the
assistance of Company's financial adviser to
make the offering as attractive as possible to
the Company's shareholders, and the following
terms are proposed for discussion only.
A. Rights to Purchase
Common Stock
Basic Terms: Rights to Subscribe for Common Stock of the
Company up to $10 million on terms agreed to
by both Company and Investor. Rights are non-
transferable.
<PAGE>
Backstop: Investor will subscribe for rights equivalent
to its percentage ownership of the Company and
will provide a standby commitment of
$2,000,000.
Proceeds: The proceeds from the exercise of the Rights
and sale of the Common Stock, together with
the proceeds from the Notes and Senior Debt
will be used to purchase the common stock of
Rogers and for other general corporate purpose
approved by the Board of Directors.
Voting Rights: The Common Stock issuable upon the purchase of
the Rights will have the same voting rights as
the outstanding Common Stock. The Rights will
have no voting rights.
Registration: The Common Stock issued pursuant to the Rights
Offering will be registered under the
Securities Act of 1933 at the time of the
Rights Offering.
Approvals: Issuance of Rights and Common Stock to be
subject to the approval of the Company's
shareholders.
Listing: The additional Common Stock issued pursuant to
the Rights Offering will continue to be listed
on the American Stock Exchange.
Investor: Subject to the issuance of the Notes and
Warrants to the Investor pursuant to I above,
and satisfaction with the terms of the Rights
Offering as finally formulated, Investor will
agree to exercise the Rights to purchase its
proportionate Common Stock and to contribute
to the Board's standby commitment up to a
maximum aggregate additional investment in the
Company by Investor of $2,000,000.
Public
Announcement: Any press release or other public announcement
of the proposed debt and equity financing
shall be subject to the prior approval of the
Company and the Investor; provided that the
Company may make such a public announcement
despite the objection of the Investor if
general counsel to the Company advises that a
public announcement is legally required.
Termination
Fee: The Company will pay Investor a termination
fee of $100,000 and reimburse investor for
expenses as provided above, if the Board of
Directors or the Company decide upon an
alternative source of financing for the Rogers
acquisition at any time after the proposed
debt and equity financing has been approved in
principle by the Board of Directors of the
Company.
