SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )1
LOGIMETRICS, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
54141 01 06
(CUSIP Number)
Michael Marone
Cramer Rosenthal McGlynn, Inc.
707 Westchester Avenue
White Plains, New York 10604
(914) 681-4470
(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications)
July 30, 1997
(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 |_|.
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)
- ----------
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 ("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).
Page 1 of 81 Pages
<PAGE>
SCHEDULE 13D
- --------------------- ---------------------------
CUSIP NO. 54141 01 06 Page 2 of 81 Pages
- --------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GERALD B. CRAMER
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,072,879
SHARES
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON
WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,072,879
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,072,879
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 81 Pages
<PAGE>
SCHEDULE 13D
- --------------------- ---------------------------
CUSIP NO. 54141 01 06 Page 3 of 81 Pages
- --------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FRED M. FILOON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 207,288
SHARES
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON
WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
207,288
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
207,288
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.834%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 3 of 81 Pages
<PAGE>
SCHEDULE 13D
- --------------------- ---------------------------
CUSIP NO. 54141 01 06 Page 4 of 81 Pages
- --------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EUGENE A. TRAINOR
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
5
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 103,644
SHARES
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON
WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
103,644
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,644
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.417%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 4 of 81 Pages
<PAGE>
SCHEDULE 13D
- --------------------- ---------------------------
CUSIP NO. 54141 01 06 Page 5 of 81 Pages
- --------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHARD S. FULD, JR.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
5
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 310,932
SHARES
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON
WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
310,932
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
310,932
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.25%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 5 of 81 Pages
<PAGE>
SCHEDULE 13D
- --------------------- ---------------------------
CUSIP NO. 54141 01 06 Page 6 of 81 Pages
- --------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CRAMER ROSENTHAL McGLYNN, INC.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 407,421
SHARES
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON
WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
407,421
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
407,421
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.61%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 6 of 81 Pages
<PAGE>
SCHEDULE 13D
- --------------------- ---------------------------
CUSIP NO. 54141 01 06 Page 7 of 81 Pages
- --------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
McGLYNN FAMILY PARTNERSHIP
- --------------------------------------------------------------------------------
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
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 207,288
SHARES
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON
WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
207,288
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
207,288
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 7 of 81 Pages
<PAGE>
SCHEDULE 13D
- --------------------- ---------------------------
CUSIP NO. 54141 01 06 Page 8 of 81 Pages
- --------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EDWARD J. ROSENTHAL KEOGH
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 207,288
SHARES
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON
WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
207,288
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
207,288
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 8 of 81 Pages
<PAGE>
SCHEDULE 13D
- --------------------- ---------------------------
CUSIP NO. 54141 01 06 Page 9 of 81 Pages
- --------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
L.A.D. EQUITY PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 621,864
SHARES
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON
WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
621,864
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
621,864
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
- --------------------------------------------------------------------------------
14
TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 9 of 81 Pages
<PAGE>
SCHEDULE 13D
- --------------------- ---------------------------
CUSIP NO. 54141 01 06 Page 10 of 81 Pages
- --------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CRM 1997 ENTERPRISE FUND, LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,388,829
SHARES
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON
WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,388,829
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,388,829
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
- --------------------------------------------------------------------------------
14
TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 10 of 81 Pages
<PAGE>
SCHEDULE 13D
- --------------------- ---------------------------
CUSIP NO. 54141 01 06 Page 11 of 81 Pages
- --------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CRM PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,865,591
SHARES
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON
WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,865,591
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,865,591
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
- --------------------------------------------------------------------------------
14
TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 11 of 81 Pages
<PAGE>
SCHEDULE 13D
- --------------------- ---------------------------
CUSIP NO. 54141 01 06 Page 12 of 81 Pages
- --------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CRM RETIREMENT PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,036,440
SHARES
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON
WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,036,440
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,036,440
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
- --------------------------------------------------------------------------------
14
TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 12 of 81 Pages
<PAGE>
SCHEDULE 13D
- --------------------- ---------------------------
CUSIP NO. 54141 01 06 Page 13 of 81 Pages
- --------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CRM MADISON PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,036,440
SHARES
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON
WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,036,440
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,036,440
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
- --------------------------------------------------------------------------------
14
TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 13 of 81 Pages
<PAGE>
SCHEDULE 13D
- --------------------- ---------------------------
CUSIP NO. 54141 01 06 Page 14 of 81 Pages
- --------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CRM U.S. VALUE FUND, LTD.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 310,932
SHARES
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON
WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
310,932
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
310,932
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
- --------------------------------------------------------------------------------
14
TYPE OF REPORTING PERSON*
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 14 of 81 Pages
<PAGE>
SCHEDULE 13D
- --------------------- ---------------------------
CUSIP NO. 54141 01 06 Page 15 of 81 Pages
- --------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CRM EURYCLEIA PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 310,932
SHARES
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON
WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
310,932
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
310,932
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
- --------------------------------------------------------------------------------
14
TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 15 of 81 Pages
<PAGE>
SCHEDULE 13D
- --------------------- ---------------------------
CUSIP NO. 54141 01 06 Page 16 of 81 Pages
- --------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
A.C. ISRAEL ENTERPRISES, INC.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,072,879
SHARES
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON
WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,072,879
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,072,879
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
- --------------------------------------------------------------------------------
14
TYPE OF REPORTING PERSON*
co
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 16 of 81 Pages
<PAGE>
SCHEDULE 13D
- --------------------- ---------------------------
CUSIP NO. 54141 01 06 Page 17 of 81 Pages
- --------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CRM-EFO PARTNERS, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 518,220
SHARES
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON
WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
518,220
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
518,220
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
- --------------------------------------------------------------------------------
14
TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS)
OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 17 of 81 Pages
<PAGE>
Item 1. Security and Issuer.
This Schedule 13D is being filed to report the transactions by each of
Gerald B. Cramer, Fred M. Filoon, Eugene A. Trainor, Richard S. Fuld,
Jr.,Cramer Rosenthal McGlynn, Inc., McGlynn Family Partnership, Edward J.
Rosenthal KEOGH, L.A.D. Equity Partners, L.P., CRM 1997 Enterprise Fund,
LLC, CRM Partners, L.P., CRM Retirement Partners, L.P., CRM Madison
Partners, L.P., CRM U.S. Value Fund, Ltd., CRM Eurycleia Partners, L.P.,
A.C. Israel Enterprises, Inc. and CRM-EFO Partners, L.P. (collectively, the
"Reporting Persons") in the following securities of the Company that are
convertible into or exercisable to purchase Common Stock: Class A 13%
Convertible Senior Subordinated Pay-In-Kind Debentures Due 1999 (the
"Debentures"), which Debentures are convertible into shares of Common Stock
at a conversion price of $.41667 per share; Series G Warrants (the "G
Warrants"), which G Warrants are exercisable for a period of seven (7)
years to purchase shares of Common Stock at an exercise price of $.50 per
share; Series H Warrants (the "H Warrants"), which H Warrants are
exercisable for a period of seven (7) years to purchase shares of Common
Stock at an exercise price of $.60 per share; and Series I Warrants (the "I
Warrants"), which I Warrants are exercisable for a period of seven (7)
years to purchase shares of Common Stock at an exercise price of $1.125 per
share.
On July 29, 1997, certain investors, including the Reporting Persons,
entered into a Purchase Agreement relating to a proposed financing (the
"Financing") of the Company, consisting of up to $3,583,333 principal
amount of Debentures, up to 9,350,000 G Warrants at a purchase price of
$.07 per G Warrant, up to 1,433,333 H Warrants at a purchase price of $.06
per H Warrant and up to 716,667 I Warrants at a purchase price of $.04 per
I Warrant, for aggregate gross proceeds to the Company of up to $4,352,500.
On July 30, 1997, certain of the foregoing investors, including certain of
the Reporting Persons, consummated the first closing of the initial
purchase (the "Initial Purchase") of such Financing, consisting of an
aggregate of $2,535,942 principal amount of Debentures, 6,866,129 G
Warrants, 1,074,114 H Warrants and 537,057 I Warrants. One of the
investors, not among the Reporting Persons, has the right, in a second
closing of the Initial Purchase, to purchase $214,058 principal amount of
Debentures, 483,871 G Warrants, 25,886 H Warrants and 12,943 I Warrants.
Certain investors, including certain of the Reporting Persons, have an
option to purchase (the "Optional Purchase"), at any time until April 29,
1998,
Page 18 of 81 Pages
<PAGE>
in the aggregate, $833,333 principal amount of Debentures, 2,000,000 G
Warrants, 333,333 H Warrants and 166,667 I Warrants.
The principal executive offices of the Company are located at 50
Orville Drive, Bohemia, New York 11716.
Item 2. Identity and Background
(a) Pursuant to Rule 13-d1(f) (1) promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), this Schedule 13D is being
filed by Gerald B. Cramer, an individual, Fred M. Filoon, an individual,
Eugene A. Trainor, III, an individual, Richard S. Fuld, Jr., an individual,
Cramer Rosenthal McGlynn, Inc., a New York corporation ("Cramer
Rosenthal"), McGlynn Family Partnership, a New York limited partnership
("McGlynn Family"), Edward J. Rosenthal KEOGH, a retirement plan
("Rosenthal KEOGH"), L.A.D. Equity Partners, L.P., a Delaware limited
partnership ("L.A.D Equity"), CRM 1997 Enterprise Fund, LLC, a Delaware
limited liability company (CRM 1997), CRM Partners, L.P., a Delaware
limited partnership ("CRM Partners"), CRM Retirement Partners, L.P., a
Delaware limited partnership ("CRM Retirement"), CRM Madison Partners,
L.P., a Delaware limited partnership ("CRM Madison"), CRM U.S. Value Fund
Ltd., a Bermuda corporation ("CRM U.S. Value"), CRM Eurycleia Partners,
L.P., a Delaware limited partnership ("CRM Eurycleia"), A. C. Israel
Enterprises, Inc., a Delaware corporation ("A.C. Israel"), and CRM-EFO
Partners, L.P., a Delaware limited partnership ("CRM-EFO"). Mr. Cramer, Mr.
Filoon, Mr. Trainor, Mr. Fuld, Cramer Rosenthal, McGlynn Family, Rosenthal
KEOGH, L.A.D. Equity, CRM 1997, CRM Partners, CRM Retirement, CRM Madison,
CRM U.S. Value, CRM Eurycleia, A.C. Israel and CRM-EFO are making this
single, joint filing because they may be deemed to constitute a "group"
within the meaning of Section 13(d) (3) of the Exchange Act. The Reporting
Persons disclaim the existence of a group with the other investors in the
Financing.
(b) - (c)
Gerald B. Cramer
Mr. Cramer is principally employed as the Chairman of Cramer Rosenthal
McGlynn, Inc., a firm that provides investment management services, and as
the Chairman of the Board of CRM Management, Inc., which is the general
partner of CRM Partners, CRM Retirement, CRM Madison, and CRM U. S. Value,
and the Managing Member of CRM Eurycleia Investment, LLC, the general
partner of CRM
Page 19 of 81 Pages
<PAGE>
Eurycleia, and the Managing Member of CRM-EFO Investments, LLC, the general
partner of CRM-EFO. The principal business address of Mr. Cramer is 520
Madison Avenue, New York, NY 10022.
Fred M. Filoon
Mr. Filoon is principally employed as a Senior Vice President of Cramer
Rosenthal McGlynn, Inc., a firm that provides investment management
services, and as Senior Vice President of CRM Management, Inc., which is
the general partner of CRM Partners, CRM Retirement, CRM Madison, and CRM
U. S. Value, and the Managing Member of CRM Eurycleia Investment, LLC, the
general partner of CRM Eurycleia, and the Managing Member of CRM-EFO
Investments, LLC, the general partner of CRM-EFO. The principal business
address of Mr. Filoon is 520 Madison Avenue, New York, NY 10022.
Eugene A. Trainor, III
Mr. Trainor is principally employed as the Chief Financial Officer of
Cramer Rosenthal McGlynn, Inc., a firm that provides investment management
services, and as Senior Vice President of CRM Management, Inc., which is
the general partner of CRM Partners, CRM Retirement, CRM Madison, and CRM
U.S. Value, and the Managing Member of CRM Eurycleia Investment, LLC, the
general partner of CRM Eurycleia, and the Managing Member of CRM-EFO
Investments, LLC, the general partner of CRM-EFO. The principal business
address of Mr. Trainor is 520 Madison Avenue, New York, NY 10022.
Richard S. Fuld, Jr.
Mr. Fuld is a client of Cramer Rosenthal McGlynn, Inc. The principal
business address of Mr. Fuld is c/o Lehman Brothers, 3 World Trade Center,
New York, NY 10285.
Cramer Rosenthal McGlynn, Inc.
Cramer Rosenthal McGlynn, Inc. is a corporation that provides investment
management services, and is the Managing Member of CRM 1997. The principal
business address of Cramer Rosenthal McGlynn is 520 Madison Avenue.
McGlynn Family Partnership
McGlynn Family is a limited partnership that consists of investments of the
family of Ronald H. McGlynn, the president and CEO of Cramer Rosenthal
McGlynn. The
Page 20 of 81 Pages
<PAGE>
principal business address of McGlynn Family is 520 Madison Avenue, New
York, NY 10022.
Edward J. Rosenthal KEOGH
Rosenthal KEOGH is a retirement plan for Mr. Edward J. Rosenthal, Vice
Chairman of Cramer Rosenthal McGlynn, Inc. The principal business address
of Rosenthal KEOGH is 520 Madison Avenue, New York, NY 10022.
L.A.D. Equity Partners. L.P.
L.A.D. Equity is a limited partnership that consists of investments for the
Pergament family. Flint Investments, Inc. is the general partner, of which
Arthur J. Pergament, Senior Vice President and Shareholder of CRM is Vice
President and Secretary, and Robert M. Pergament, a client of CRM is
President and Treasurer.
CRM 1997 Enterprise Fund. LLC
CRM 1997 is a limited liability company that provides investments in shares
of small to medium sized, often value oriented companies with potential for
long-term capital appreciation, through investment funds (venture capital
and leveraged buyout funds). Cramer Rosenthal is the Managing Member of
which Mr. Cramer is Chairman, Mr. Filoon is Senior Vice President and Mr.
Trainor is Senior Vice President. The principal business address of CRM
1997 Enterprises is 520 Madison Avenue, New York, NY 10022.
CRM Partners, L.P.
CRM Partners is a limited partnership that invests in common and preferred
stocks, bonds, options and other money market instruments, utilizing
hedging techniques including short selling in an effort to reduce market
volatility. CRM Management, Inc. is the general partner of which Mr. Cramer
is Chairman, Mr. Filoon is Senior Vice President, and Mr. Trainor is Senior
Vice President. The principal business address of CRM Partners, L.P. is 520
Madison Avenue, New York, NY 10022.
CRM Retirement Partners. L.P.
CRM Retirement is a limited partnership that invests in common and
preferred stocks, bonds, options and other money market instruments,
utilizing hedging techniques including short selling in an effort to reduce
market volatility. CRM Management, Inc. is the general
Page 21 of 81 Pages
<PAGE>
partner of which Mr. Cramer is Chairman, Mr. Filoon is Senior Vice
President, and Mr. Trainor is Senior Vice President. The principal business
address of CRM Retirement, L.P. is 520 Madison Avenue, New York, NY 10022.
CRM Madison Partners, L.P.
CRM Madison is a limited partnership that invests in common and preferred
stocks, bonds, options and other money market instruments, utilizing
hedging techniques including short selling in an effort to reduce market
volatility. CRM Management, Inc. is the general partner of which Mr. Cramer
is Chairman, Mr. Filoon is Senior Vice President, and Mr. Trainor is Senior
Vice President. The principal business address of CRM Madison, L.P. is 520
Madison Avenue, New York, NY 10022.
CRM U.S. Value Fund Ltd.
CRM U.S. Value is a Bermuda corporation whose objective is long-term
capital appreciation through investments primarily in equity and
equity-related securities of U. S. companies with middle market
capitalizations. The principal business address of CRM Value Fund is 520
Madison Avenue, New York, NY 10022.
CRM Eurycleia Partners, L.P.
CRM Eurycleia is a limited partnership whose objective is long-term capital
appreciation through investments primarily in equity and equity-related
securities of U.S. companies with middle market capitalizations. CRM
Eurycleia LLC, a Delaware limited liability company is the general partner
of the partnership. CRM Management, Inc. is the Managing Member of the
general partner, of which Mr. Cramer is Chairman, Mr. Filoon is Senior Vice
President, and Mr. Trainor is Senior Vice President. The principal business
address of CRM Eurycleia is 520 Madison Avenue, New York, NY 10022.
A.C. Israel Enterprises, Inc.
A.C. Israel Enterprises, Inc. is a limited partnership that handles the
investments of the Israel family, clients of Cramer Rosenthal McGlynn. The
principal business address of A.C. Israel Enterprises, Inc. is 520 Madison
Avenue, New York, NY 10022
Page 22 of 81 Pages
<PAGE>
CRM-EFO Partners
CRM -EFO Partners is a limited partnership whose objective is long-term
capital appreciation through investments primarily in equity and
equity-related securities of U. S. companies with middle market
capitalizations. CRM-EFO LLC, a Delaware limited liability company is the
general partner of the partnership. CRM Management, Inc. is the Managing
Member of the general partner, of which Mr. Cramer is Chairman, Mr. Filoon
is Senior Vice President, and Mr. Trainor is Senior Vice President. The
principal business address of CRM-EFO is 520 Madison Avenue, New York, NY
10022.
(d) To the best knowledge of the Reporting Persons, during the last five
years, none of the Reporting Persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) To the best knowledge of the Reporting Persons, during the last five
years, none of the Reporting Persons has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and is
subject to any judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or a finding of any violation with respect to such laws.
(f) Each of the individual Reporting Persons is a citizen of the United
States of America. Cramer Rosenthal is a New York corporation. McGlynn
Family is a New York general partnership. Rosenthal KEOGH is a retirement
plan. L.A.D. Equity is a New York limited partnership. CRM 1997 is a New
York limited liability company. CRM Partners is a New York limited
partnership. CRM Retirement is a New York limited partnership. CRM Madison
is a New York limited partnership. CRM U.S. Value is a Bermuda corporation.
CRM Eurycleia is a New York limited partnership. A.C. Israel is a Delaware
corporation. CRM-EFO is a Delaware limited partnership.
Item 3. Source and Amount of Funds or Other Consideration.
The source of the $370,578 paid by Mr. Cramer, the $37,058 paid by Mr.
Filoon, the $18,529 paid by Mr. Trainor and the $55,587 paid by Mr. Fuld
for the Debentures, G Warrants, H Warrants and I Warrants purchased by such
entities, as set forth in Item 5 below, was personal funds of such
individuals.
Page 23 of 81 Pages
<PAGE>
As part of the Optional Purchase, Mr. Cramer has the right to purchase
$110,816 principal amount of Debentures, 250,495 G Warrants, 13,401 H
Warrants and 6,700 I Warrants, Mr. Filoon has the right to purchase $11,082
principal amount of Debentures, 25,049 G Warrants, 1,340 H Warrants and 670
I Warrants, Mr. Trainor has the right to purchase $5,541 principal amount
of Debentures, 2,525 G Warrants, 670 H Warrants and 335 I Warrants, and Mr.
Fuld has the right to purchase $16,622 principal amount of Debentures,
37574 G Warrants, 2,010 H Warrants and 1,005 I Warrants. Such purchases, if
consummated, will be made with personal funds of such individuals.
The source of the $37,058 paid by Cramer Rosenthal, the $37,058 paid by
McGlynn Family, the $37,058 paid by Rosenthal KEOGH, the $111,173 paid by
L.A.D. Equity, the $248,287 paid by CRM 1997, the $333,320 paid by CRM
Partners, the $185,289 paid by CRM Retirement, the $185,289 paid by CRM
Madison, the $55,587 paid by CRM U.S. Value, the $55,587 paid by CRM
Eurycleia, the $370,578 paid by A.C. Israel and the $92,644 paid by CRM-EFO
for the Debentures, G Warrants, H Warrants and I Warrants purchased by such
entities, as set forth in Item 5 below, was working capital of such
entities.
As part of the Optional Purchase, Cramer Rosenthal has the right to
purchase $11,082 principal amount of Debentures, 25,049 G Warrants, 1,340 H
Warrants and 670 I Warrants, McGlynn Family has the right to purchase
$11,082 principal amount of Debentures, 25,049 G Warrants, 1,340 H Warrants
and 670 I Warrants, Rosenthal KEOGH has the right to purchase $1,082
principal amount of Debentures, 25,049 G Warrants, 1,340 H Warrants and 670
I Warrants, L.A.D. Equity has the right to purchase $33,245 principal
amount of Debentures, 11,082 G Warrants, 4,020 H Warrants and 2,010 I
Warrants, CRM 1997 has the right to purchase $74,246 principal amount of
Debentures, 167,832 G Warrants, 9,979 H Warrants and 4,489 I Warrants, CRM
Partners has the right to purchase $99,734 principal amount of Debentures,
225,445 G Warrants, 12,061 H Warrants and 6,030 I Warrants, CRM Retirement
has the right to purchase $55,408 principal amount of Debentures, 125,247 G
Warrants, 6,700 H Warrants and 3,350 I Warrants, CRM Madison has the right
to purchase $55,408 principal amount of Debentures, 125,247 G Warrants,
6,700 H Warrants and 3,350 I Warrants, CRM U.S. Value has the right to
purchase $16,622 principal amount of Debentures, 37,574 G Warrants, 2,010 H
Warrants and 1,005 I Warrants, CRM Eurycleia has the right to purchase
$16,622 principal amount of Debentures, 37,574 G Warrants, 2,010 H Warrants
and
Page 24 of 81 Pages
<PAGE>
2,878 I Warrants, A.C. Israel has the right to purchase $110,816 principal
amount of Debentures, 250,495 G Warrants, 13,401 H Warrants and 6,700 I
Warrants, and CRM-EFO has the right to purchase $27,704 principal amount of
Debentures, 62,624 G Warrants, 3,350 H Warrants and 1,675 I Warrants. Such
purchases, if consummated, will be made with working capital of such
entities.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Debentures, G Warrants, H Warrants and I
Warrants of the Company reported herein as being owned by each of them for
investment purposes. Depending upon market conditions and other factors
that each of the Reporting Persons may deem material to their respective
investment decisions, the Reporting Persons may purchase shares of Common
Stock of the Company in the open market or in private transactions, or may
dispose of all or a portion of the Debentures, G Warrants, H Warrants
and/or I Warrants or other securities of the Company that each now owns or
hereafter may acquire, subject to restrictions on transfer under the
securities laws and under the documents pursuant to which such securities
were purchased.
Each of the Reporting Persons has entered into a stockholders' agreement (a
copy of which is attached hereto as Exhibit 2, the "Stockholders'
Agreement") with the Company and Charles Brand, the Chairman and Chief
Executive Officer of the Company and the Company's largest shareholder, in
which the Reporting Persons agreed, among other things, to certain
limitations on their ability to dispose of their shares of the Common
Stock, grant and are granted certain "tag-along" rights with respect to
future sales of the Common Stock, and agree to vote their shares of Common
Stock for the appointment of certain nominees as members of the Company's
Board of Directors and for certain other matters as set forth below. The
Reporting Persons, except for Phineas Broadband Systems, L.P., entered into
a separate stockholders' agreement with certain investors in the Initial
Purchase (the "InterPurchaser Agreement") pursuant to which the Reporting
Persons granted and were granted certain additional "tag-along" rights with
respect to future sales of Common Stock.
Prior to closing of the Optional Purchase, the Board of Directors of the
Company (the "Board") will consist of seven members, four of whom will be
nominated by Charles Brand (the "Brand Directors") and the remaining
Page 25 of 81 Pages
<PAGE>
three of whom will be nominated by holders of a majority of the investment
in the Financing (the "Majority Investors"). Upon closing of the Optional
Purchase, the Majority Investors will have a right to nominate an
additional member to the Board. The Majority Investors and Mr. Brand will
collectively have the right to nominate an additional director if Cerberus
Partners, L.P. ("Cerberus") exercises its current right to appoint a Board
member. At any time that the Board consists of four members appointed by
Mr. Brand and four members appointed by the Majority Investors, Mr. Brand
and the Majority Investors will collectively have the right to nominate an
additional member to the Board. In the event that a new Chief Executive
Officer of the Company is also appointed to the Board he will replace one
of Mr. Brand's nominees.
Among other things, the Stockholders' Agreement provides that a majority of
the Directors appointed by the Majority Investors can recommend to the
Board that the Company be sold and Mr. Brand and any transferee of his
securities have agreed to use their best efforts to cause the Brand
Directors to vote in favor of the sale provided that such recommendation is
consistent with their fiduciary duties.
Certain amendments have been made to the by-laws of the Company to
implement the provisions of the Stockholders' Agreement.
Except as otherwise set forth above, the Reporting Persons have no plans or
proposals which relate to, or could result in, any of the matters referred
to in Paragraphs (b) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) - (b)
According to information provided to the Reporting Persons by the Company,
there were, as of July 29, 1997, 24,841,434 shares of Common Stock of the
Company issued and outstanding.
Gerald B. Cramer
Mr. Cramer beneficially owns 2,072,879 shares of Common Stock, comprised of
(a) 761,522 shares issuable upon conversion of $371,301 principal amount of
Debentures, 717,247 shares issuable upon exercise of 717,247 G Warrants,
38,371 shares issuable upon exercise of 38,371 H Warrants and 19,186 shares
issuable upon exercise of 19,186 I Warrants currently owned by Mr.
Page 26 of 81 Pages
<PAGE>
Cramer, and (b) 265,957 shares issuable upon conversion of $ 110,816
principal amount of Debentures, 250,495 shares issuable upon exercise of
250,495 G Warrants, 13,401 shares issuable upon exercise of 13,401 H
Warrants and 6,700 shares issuable upon exercise of 6,700 I Warrants, which
Mr. Cramer has the right to purchase as part of the Optional Purchase.
Such 2,072,879 shares of Common Stock comprise 7.7% of the issued and
outstanding shares of the Common Stock.
Mr. Cramer has the sole power to vote and dispose of all such securities.
Fred M. Filoon
Mr. Filoon beneficially owns 207,288 shares of Common Stock comprised of
(a) 76,152 shares issuable upon conversion of $31,730 principal amount of
Debentures, 71,725 shares issuable upon exercise of 71,725 G Warrants,
3,837 shares issuable upon exercise of 3,837 H Warrants, and 1,919 shares
issuable upon exercise of 1,919 I Warrants currently owned by Mr. Filoon
and (b) 26,596 shares issuable upon conversion of $11,082 principal amount
of Debentures, 25,049 shares issuable upon exercise of 25,049 G Warrants,
1,340 shares issuable upon exercise of 1,340 H Warrants and 670 shares
issuable upon exercise of 670 I Warrants, which Mr. Filoon has the right to
purchase as part of the Optional Purchase.
Such 207,288 shares of Common Stock comprise .834% of the issued and
outstanding shares of the Common Stock.
Mr. Filoon has the sole power to vote and dispose of all such securities.
Eugene A. Trainor III
Mr. Trainor beneficially owns 103,644 shares of Common Stock comprised of
(a) 38,076 shares issuable upon conversion of $15,865 principal amount of
Debentures, 35,862 shares issuable upon exercise of 35,862 G Warrants,
1,919 shares issuable upon exercise of 1,919 H Warrants, and 959 shares
issuable upon exercise of 959 I Warrants currently owned by Mr. Trainor,
and (b) 13,298 shares issuable upon conversion of $5,541 principal amount
of Debentures, 12,525 shares issuable upon exercise of 12,525 G Warrants,
670 shares issuable upon exercise of 670 H Warrants and 335 shares issuable
upon exercise of 335 I Warrants, which Mr. Trainor has the right to
purchase as part of the Optional Purchase.
Page 27 of 81 Pages
<PAGE>
Such 103,644 shares of Common Stock comprise .417% of the issued and
outstanding shares of the Common Stock.
Mr. Trainor has the sole power to vote and dispose of all such securities.
Richard S. Fuld, Jr.
Mr. Fuld beneficially owns 310,932 shares of Common Stock comprised of (a)
114,228 shares issuable upon conversion of $47,595 principal amount of
Debentures, 107,587 shares issuable upon exercise of 107,587 G Warrants,
5,756 shares issuable upon exercise of 5,756 H Warrants, and 2,878 shares
issuable upon exercise of 2,878 I Warrants currently owned by Mr. Fuld, and
(b) 39,894 shares issuable upon conversion of $ 16,622 principal amount of
Debentures, 37,574 shares issuable upon exercise of 37,574 G Warrants,
2,010 shares issuable upon exercise of 2,010 H Warrants and 1,005 shares
issuable upon exercise of 1,005 I Warrants, which Mr. Fuld has the right to
purchase as part of the Optional Purchase.
Such 310,932 shares of Common Stock comprise 1.25% of the issued and
outstanding shares of the Common Stock.
Mr. Fuld has the sole power to vote and dispose of all such securities.
Cramer Rosenthal McGlynn. Inc.
Cramer Rosenthal beneficially owns 407,421 shares of Common Stock comprised
of (a) 76,152 shares issuable upon conversion of $31,730 principal amount
of Debentures, 271,858 shares issuable upon exercise of 271,858 G Warrants,
3,837 shares issuable upon exercise of 3,837 H Warrants, and 1,919 shares
issuable upon exercise of 1,919 I Warrants currently owned by Cramer
Rosenthal, and (b) 26,596 shares issuable upon conversion of $11,082
principal amount of Debentures, 25,049 shares issuable upon exercise of
25,049 G Warrants, 1,340 shares issuable upon exercise of 1,340 H Warrants
and 670 shares issuable upon exercise of 670 I Warrants, which Cramer
Rosenthal has the right to purchase as part of the Optional Purchase.
Such 407,421 shares of Common Stock comprise 1.61% of the issued and
outstanding shares of the Common Stock.
Cramer Rosenthal has the sole power to vote and dispose of all such
securities.
Page 28 of 81 Pages
<PAGE>
McGlynn Family Partnership
McGlynn Family beneficially owns 207,288 shares of Common Stock comprised
of (a) 76,152 shares issuable upon conversion of $31,730 principal amount
of Debentures, 71,725 shares issuable upon exercise of 71,725 G Warrants,
3,837 shares issuable upon exercise of 3,837 H Warrants, and 1,919 shares
issuable upon exercise of 1,919 I Warrants currently owned by McGlynn
Family, and (b) 26,596 shares issuable upon conversion of $11,082 principal
amount of Debentures, 25,049 shares issuable upon exercise of 25,049 G
Warrants, 1,340 shares issuable upon exercise of 1,340 H Warrants and 670
shares issuable upon exercise of 670 I Warrants, which McGlynn Family has
the right to purchase as part of the Optional Purchase.
Such 207,280 shares of Common Stock comprise .8% of the issued and
outstanding shares of the Common Stock.
McGlynn Family has and will have the sole power to vote and dispose of all
such securities.
Edward J. Rosenthal KEOGH
Rosenthal KEOGH beneficially owns 207,288 shares of Common Stock comprised
of (a) 76,152 shares issuable upon conversion of $31,730 principal amount
of Debentures, 71,725 shares issuable upon exercise of 71,725 G Warrants,
3,837 shares issuable upon exercise of 3,837 H Warrants, and 1,919 shares
issuable upon exercise of 1,919 I Warrants currently owned by Rosenthal
KEOGH, and (b) 26,596 shares issuable upon conversion of $11,082 principal
amount of Debentures, 25,049 shares issuable upon exercise of 25,049 G
Warrants, 1,340 shares issuable upon exercise of 1,340 H Warrants and 670
shares issuable upon exercise of 670 I Warrants, which Rosenthal KEOGH has
the right to purchase as part of the Optional Purchase.
Such 207,288 shares of Common Stock comprise .8% of the issued and
outstanding shares of the Common Stock.
Rosenthal KEOGH has and will have the sole power to vote and dispose of all
such securities.
L.A.D. Equity Partners, L.P.
L.A.D. Equity beneficially owns 621,864 shares of Common Stock comprised of
(a) 228,456 shares issuable upon conversion of $95,190 principal amount of
Debentures, 215,174 shares issuable upon exercise of 215,174 G Warrants,
11,511 shares issuable upon
Page 29 of 81 Pages
<PAGE>
exercise of 11,511 H Warrants, and 5,756 shares issuable upon exercise of
5,756 I Warrants currently owned by L.A.D. Equity, and (b) 79,787 shares
issuable upon conversion of $33,245 principal amount of Debentures, 75,148
shares issuable upon exercise of 75,148 G Warrants, 4,020 shares issuable
upon exercise of 4,020 H Warrants and 2,010 shares issuable upon exercise
of 2,010 I Warrants, which L.A.D. Equity has the right to purchase as part
of the Optional Purchase.
Such 621,864 shares of Common Stock comprise 2.4% of the issued and
outstanding shares of the Common Stock.
L.A.D. Equity has and will have the sole power to vote and dispose of all
such securities.
CRM 1997 Enterprise Fund, LLC
CRM 1997 beneficially owns 1,388,829 shares of Common Stock comprised of
(a) 510,220 shares issuable upon conversion of $212,591 principal amount of
Debentures, 480,556 shares issuable upon exercise of 480,556 G Warrants,
25,709 shares issuable upon exercise of 25,709 H Warrants, and 12,854
shares issuable upon exercise of 12,854 I Warrants currently owned by CRM
1997, and (b) 178,191 shares issuable upon conversion of $74,246 principal
amount of Debentures, 167,832 shares issuable upon exercise of 167,832 G
Warrants, 8,979 shares issuable upon exercise of 8,979 H Warrants and 4,489
shares issuable upon exercise of 4,489 I Warrants, which CRM 1997 has the
right to purchase as part of the Optional Purchase.
Such 1,388,829 shares of Common Stock comprise 5.3% of the issued and
outstanding shares of the Common Stock.
CRM 1997 has and will have the sole power to vote and dispose of all such
securities.
CRM Partners beneficially owns 1,865,591 shares of Common Stock comprised
of (a) 685,369 shares issuable upon conversion of $285,571 principal amount
of Debentures, 645,522 shares issuable upon exercise of 645,522 G warrants,
34,534 shares issuable upon exercise of 34,534 H Warrants, and 17,267
shares issuable upon exercise of 17,267 I Warrants currently owned by CRM
Partners, and (b) 239,362 shares issuable upon conversion of $99,734
principal amount of Debentures, 225,445 shares issuable upon exercise of
225,445 G Warrants, 12,061 shares issuable upon exercise of 12,061 H
Warrants and 6,030 shares issuable upon exercise of 6,030 I Warrants, which
CRM Partners
Page 30 of 81 Pages
<PAGE>
has the right to purchase as part of the Optional Purchase.
Such 1,865,591 shares of Common stock comprise 7.0% of the issued and
outstanding shares of the Common Stock.
CRM Partners has and will have the sole power to vote and dispose of all
such securities.
CRM Retirement Partners, L.P.
CRM Retirement beneficially owns 1,036,440 shares of Common stock comprised
of (a) 380,761 shares issuable upon conversion of $158,650 principal amount
of Debentures, 358,624 shares issuable upon exercise of 358,624 G Warrants,
19,186 shares issuable upon exercise of 19,186 H Warrants, and 9,593 shares
issuable upon exercise of 9,593 I Warrants currently owned by CRM
Retirement, and (b) 132,979 shares issuable upon conversion of $55,408
principal amount of Debentures, 125,247 shares issuable upon exercise of
125,247 G Warrants, 6,700 shares issuable upon exercise of 6,700 H Warrants
and 3,350 shares issuable upon exercise of 3,350 I Warrants,which CRM
Retirement has the right to purchase as part of the Optional Purchase.
Such 1,036,440 shares of Common stock comprise 4.0% of the issued and
outstanding shares of the Common Stock.
CRM Retirement has and will have the sole power to vote and dispose of all
such securities.
CRM Madison Partners, L.P.
CRM Madison beneficially owns 1,036,440 shares of Common Stock comprised of
(a) 380,761 shares issuable upon conversion of $158,650 principal amount of
Debentures, 358,624 shares issuable upon exercise of 358,624 G Warrants,
19,186 shares issuable upon exercise of 19,186 H Warrants, and 9,593 shares
issuable upon exercise of 9,593 I Warrants currently owned by CRM Madison,
and (b) 132,979 shares issuable upon conversion of $55,408 principal amount
of Debentures, 125,247 shares issuable upon exercise of 125,247 G Warrants,
6,700 shares issuable upon exercise of 6,700 H Warrants and 3,350 shares
issuable upon exercise of 3,350 I Warrants, which CRM Madison has the right
to purchase as part of the Optional Purchase.
Such 1,036,440 shares of Common Stock comprise 4.0% of the issued and
outstanding shares of the Common Stock.
Page 31 of 81 Pages
<PAGE>
CRM Madison has and will have the sole power to vote and dispose of all
such securities.
CRM U.S. Value Fund, Ltd.
CRM U.S. Value beneficially owns 310,932 shares of Common Stock comprised
of (a) 114,228 shares issuable upon conversion of $47,595 principal amount
of Debentures, 107,587 shares issuable upon exercise of 107,587 G Warrants,
5,756 shares issuable upon exercise of 5,756 H Warrants, and 2,878 shares
issuable upon exercise of 2,878 I Warrants currently owned by CRM U.S.
Value, and (b) 39,894 shares issuable upon conversion of $16,622 principal
amount of Debentures, 37,574 shares issuable upon exercise of 37,574 G
Warrants, 2,010 shares issuable upon exercise of 2,010 H Warrants and 1,005
shares issuable upon exercise of 1,005 I Warrants, which CRM U.S. Value has
the right to purchase as part of the Optional Purchase.
Such 310,932 shares of Common Stock comprise 1.2% of the issued and
outstanding shares of the Common Stock.
CRM U.S. Value has and will have the sole power to vote and dispose of all
such securities.
CRM Eurycleia Partners, L.P.
CRM Eurycleia beneficially owns 310,932 shares of Common Stock comprised of
(a) 114,228 shares issuable upon conversion of $47,595 principal amount of
Debentures, 107,587 shares issuable upon exercise of 107,587 G Warrants,
5,756 shares issuable upon exercise of 5,756 H Warrants, and 2,878 shares
issuable upon exercise of 2,878 I Warrants currently owned by CRM
Eurycleia, and (b) 39,894 shares issuable upon conversion of $16,622
principal amount of Debentures, 37,574 shares issuable upon exercise of
37,574 G Warrants, 2,010 shares issuable upon exercise of 2,010 H Warrants
and 1,005 shares issuable upon exercise of 1,005 I Warrants, which CRM
Eurycleia has the right to purchase as part of the Optional Purchase.
Such 310,932 shares of Common Stock comprise 1.2% of the issued and
outstanding shares of the Common Stock.
CRM Eurycleia has and will have the sole power to vote and dispose of all
such securities.
A.C. Israel Enterprise, Inc.
A.C. Israel beneficially owns 2,072,879 shares of Common Stock comprised of
(a) 761,522 shares issuable
Page 32 of 81 Pages
<PAGE>
upon conversion of $317,301 principal amount of Debentures, 717,247 shares
issuable upon exercise of 717,247 G Warrants, 38,371 shares issuable upon
exercise of 38,371 H Warrants, and 19,186 shares issuable upon exercise of
19,186 I Warrants currently owned by A.C. Israel, and (b) 265,957 shares
issuable upon conversion of $110,816 principal amount of Debentures,
250,495 shares issuable upon exercise of 250,495 G Warrants, 13,401 shares
issuable upon exercise of 13,401 H Warrants and 6,700 shares issuable upon
exercise of 6,700 I Warrants, which A.C. Israel has the right to purchase
as part of the Optional Purchase.
Such 2,072,879 shares of Common Stock comprise 7.7% of the issued and
outstanding shares of the Common Stock.
A.C. Israel has and will have the sole power to vote and dispose of all
such securities.
CRM-EFO Partners, L.P.
CRM-EFO beneficially owns 518,220 shares of Common Stock comprised of (a)
190,380 shares issuable upon conversion of $79,325 principal amount of
Debentures, 179,312 shares issuable upon exercise of 179,312 G Warrants,
9,593 shares issuable upon exercise of 9,593 H Warrants, and 4,796 shares
issuable upon exercise of 4,796 I Warrants currently owned by CRM-EFO, and
(b) 66,489 shares issuable upon conversion of $27,704 principal amount of
Debentures, 62,624 shares issuable upon exercise of 62,624 G Warrants,
3,350 shares issuable upon exercise of 3,350 H Warrants and 1,675 shares
issuable upon exercise of 1,165 I Warrants, which CRM-EFO has the right to
purchase as part of the Optional Purchase.
Such 518,220 shares of Common Stock comprise 2.0% of the issued and
outstanding shares of the Common Stock.
CRM-EFO has and will have the sole power to vote and dispose of all such
securities.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.
Reference is made to Item 4 above regarding certain arrangements relating
to transfer or voting of securities.
Except as set forth elsewhere in this Schedule 13D, the Reporting Persons
do not have any contract, arrangement, understanding or relationship (legal
or
Page 33 of 81 Pages
<PAGE>
otherwise) with any person with respect to any securities of the Company,
including, but not limited to, transfer or voting of any such securities,
finders' fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
1 Agreement dated August 11, 1997 among the Reporting Persons relating to
the filing of a joint statement pursuant to Rule 13d-1(f)(1).
2 Stockholders' Agreement dated July 29, 1997 among the Company and
several stockholders, including the Reporting Persons.
3 Stockholders' Agreement [InterPurchaser Agreement] dated as of July 1997
among several stockholders of the Company, including the Reporting Persons.
Page 34 of 81 Pages
<PAGE>
SIGNATURE
After reasonable inquiry, and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: November 14, 1997
CRAMER ROSENTHAL McGLYNN, INC.
By:/s/ Eugene A. Trainor
------------------------------------
Name: Eugene A. Trainor
Title: Chief Financial Officer
L A.D. EQUITY PARTNERS, L.P
By: Flint Investments, Inc.
Its General Partner
By:/s/ Arthur J. Pergament
------------------------------------
Name: Arthur J. Pergament
Title: Vice President
/s/ Gerald B. Cramer
---------------------------------------
Gerald B. Cramer
/s/ Edward. J. Rosenthal
---------------------------------------
Edward J. Rosenthal, Keogh
CRM 1997 ENTERPRISE FUND, LLC
By: Cramer Rosenthal McGlynn, Inc.
Its Managing Member
By:/s/ Eugene A. Trainor
------------------------------------
Name: Eugene A. Trainor
Title: Chief Financial Officer
Page 35 of 81 Pages
<PAGE>
CRM PARTNERS, L.P.
By: CRM Management, Inc.
------------------------------------
Its General Partner
By:/s/ Eugene A. Trainor
------------------------------------
Name: Eugene A. Trainor
Title: Senior Vice President
CRM RETIREMENT PARTNERS, L.P.
By: CRM Management, Inc.
Its General Partner
By:/s/ Eugene A. Trainor
------------------------------------
Name: Eugene A. Trainor
Title: Senior Vice President
CRM MADISON PARTNERS, L.P.
By: CRM Management, Inc.
Its General Partner
By:/s/ Eugene A. Trainor
------------------------------------
Name: Eugene A. Trainor
Title: Senior Vice President
CRM U.S. VALUE FUND, LTD.
By: CRM Management, Inc.
Its General Partner
By:/s/ Eugene A. Trainor
------------------------------------
Name: Eugene A. Trainor
Title: Senior Vice President
Page 36 of 81 Pages
<PAGE>
CRM EURYCLEIA PARTNERS, L.P.
By: CRM Eurycleia Investment, LLC.
Its General Partner
By: CRM Management, Inc.
Its Managing Member
By:/s/ Eugene A. Trainor
------------------------------------
Name: Eugene A. Trainor
Title: Senior Vice President
A C. ISRAEL ENTERPRISES, INC.
By:/s/ Jay Howard
------------------------------------
Name: Jay Howard
Title:
CRM-EFO PARTNERS, L.P.
By: CRM-EFO Investments, LLC,
Its General Partner
By: CRM Management Inc.,
Its Managing Member
By:/s/ Eugene A. Trainor
------------------------------------
Name: Eugene A. Trainor
Title: Senior Vice President
RICHARD S. FULD, JR.
By: Cramer Rosenthal McGlynn, Inc.,
Attorney-in-Fact
By:/s/ Eugene A. Trainor
------------------------------------
Name: Eugene A. Trainor
Title: Chief Financial Officer
Page 37 of 81 Pages
<PAGE>
Exhibit Index
Sequential
Exhibit No. Description Page No.
- ----------- ----------- --------
1 Agreement dated August 11, 1997 39
among the Reporting Persons
relating to filing of a joint
acquisition statement pursuant to
Rule 13d - 1(f)(1).
2 Stockholders' Agreement dated July 29, 42
1997 among the Company and several
stockholders, including the Reporting
Persons.
3 Stockholders Agreement [InterPurchaser 71
Agreement] dated as of July 1997 among
several stockholders of the Company,
including the Reporting Persons.
Page 38 of 81 Pages
EXHIBIT 1
The undersigned hereby agree, pursuant to Rule 13d-1(f)(1) to file a joint
statement on Schedule 13D and amendments thereto pertaining to their ownership
of Class A 13% Convertible Senior Subordinated Pay-In-Kind Debentures Due 1999,
Series G Warrants, Series H Warrants and Series I Warrants of LogiMetrics, Inc.
This agreement may be terminated for any reason by any party hereto
immediately upon the personal delivery or facsimile transmission of notice to
that effect to the other parties hereto.
This agreement may be executed in counterparts and all so executed shall
constitute one agreement.
Date: August 11, 1997
CRAMER ROSENTHAL McGLYNN, INC.
By:/s/ Eugene A. Trainor
------------------------------------
Name: Eugene A. Trainor
Title: Chief Financial Officer
L A.D. EQUITY PARTNERS, L.P
By: Flint Investments, Inc.
Its General Partner
By:/s/ Arthur J. Pergament
------------------------------------
Name: Arthur J. Pergament
Title: Vice President
/s/ Gerald B. Cramer
---------------------------------------
Gerald B. Cramer
/s/ Edward. J. Rosenthal
---------------------------------------
Edward J. Rosenthal, Keogh
CRM 1997 ENTERPRISE FUND, LLC
By: Cramer Rosenthal McGlynn, Inc.
Its Managing Member
By:/s/ Eugene A. Trainor
------------------------------------
Name: Eugene A. Trainor
Title: Chief Financial Officer
Page 39 of 81 Pages
<PAGE>
CRM PARTNERS, L.P.
By: CRM Management, Inc.
Its General Partner
By:/s/ Eugene A. Trainor
------------------------------------
Name: Eugene A. Trainor
Title: Senior Vice President
CRM RETIREMENT PARTNERS, L.P.
By: CRM Management, Inc.
Its General Partner
By:/s/ Eugene A. Trainor
------------------------------------
Name: Eugene A. Trainor
Title: Senior Vice President
CRM MADISON PARTNERS, L.P.
By: CRM Management, Inc.
Its General Partner
By:/s/ Eugene A. Trainor
------------------------------------
Name: Eugene A. Trainor
Title: Senior Vice President
CRM U.S. VALUE FUND, LTD.
By: CRM Management, Inc.
Its General Partner
By:/s/ Eugene A. Trainor
------------------------------------
Name: Eugene A. Trainor
Title: Senior Vice President
Page 40 of 81 Pages
<PAGE>
CRM EURYCLEIA PARTNERS, L.P.
By: CRM Eurycleia Investment, LLC.
Its General Partner
By: CRM Management, Inc.
Its Managing Member
By:/s/ Eugene A. Trainor
------------------------------------
Name: Eugene A. Trainor
Title: Senior Vice President
A C. ISRAEL ENTERPRISES, INC.
By:/s/ Jay Howard
------------------------------------
Name: Jay Howard
Title:
CRM-EFO PARTNERS, L.P.
By: CRM-EFO Investments, LLC,
Its General Partner
By: CRM Management Inc.,
Its Managing Member
By:/s/ Eugene A. Trainor
------------------------------------
Name: Eugene A. Trainor
Title: Senior Vice President
RICHARD S. FULD, JR.
By: Cramer Rosenthal McGlynn, Inc.,
Attorney-in-Fact
By:/s/ Eugene A. Trainor
------------------------------------
Name: Eugene A. Trainor
Title: Chief Financial Officer
Page 41 of 81 Pages
EXHIBIT 2
STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT, dated as of July 29, 1997, by and among
LogiMetrics, Inc., a Delaware corporation (the "Company"), Charles S. Brand
("Brand"), and the other individuals and entities listed on the signature pages
hereto (the "Purchasers" and, collectively with Brand and each other Person who,
in accordance with the terms hereof, shall become a party to or be bound by the
terms of this Agreement after the date hereof, the "Stockholders").
W I T N E S S E T H :
WHEREAS, Brand currently is the beneficial owner of 19,387,800 shares of
Common Stock, par value $.01 per share, of the Company (the "Common Stock"); and
WHEREAS, the Purchasers beneficially own an aggregate of 700,000 shares of
Common Stock: and
WHEREAS, pursuant to the terms of a Purchase Agreement, dated as of even
date herewith (the "Purchase Agreement"), by and among the Company and the
Purchasers, the Purchasers have acquired or will shortly acquire beneficial
ownership of an additional 15,600,000 shares of Common Stock in the aggregate:
and
WHEREAS, under the terms of the Purchase Agreement, the Purchasers have the
right to acquire beneficial ownership of an additional 4,500 000 shares of
Common Stock; and
WHEREAS, the Company and the Stockholders desire to make provision with
respect to (i) the ownership, transfer or other disposition of their equity
interests in the Company, and (ii) the management of the affairs of the Company;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and intending to be legally bound, the parties hereby agree as follows:
ARTICLE I
Certain Definitions
Section 1.1 Certain Definitions. As used in this Agreement, the following
terms have the respective meanings set forth below.
Page 42 of 81 Pages
<PAGE>
"Affiliate" means, with respect to any Person, any other Person who
directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, such Person. The term "control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise, and the terms
"controlled" and "controlling" have meanings correlative thereto. Any Relative
of an individual shall be deemed to be an Affiliate of such individual for
purposes hereof.
"beneficial owner" (and, with correlative meanings, "beneficially own" and
"beneficial ownership") of any interest means a Person who, together with his,
her or its Affiliates, is or may be deemed a beneficial owner of such interest
for purposes of Rule 13d-3 or 13d-5 under the Securities Exchange Act of 1934,
as amended, or who, together with his, her or its Affiliates, has the right to
become such a beneficial owner of such interest (whether such right is
exercisable immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding, or upon the exercise, conversion or
exchange of any warrant, right or other instrument, or otherwise.
"Board" means the Board of Directors of the Company in office at the
applicable time, as elected in accordance with the provisions of this Agreement.
"Company Sale" means any of (i) a Transfer or other disposition of all or
substantially all of the assets of the Company to any Person, or group of
related Persons, other than an Affiliate of the Company, in one transaction or a
series of related transactions, (ii) a merger, consolidation, recapitalization,
share exchange or reorganization of the Company in which the holders of voting
stock of the Company immediately prior thereto will not own at least 50% of the
voting shares of the continuing or surviving entity (whether or not the Company)
immediately thereafter, (iii) the sale or other disposition of voting stock of
the Company representing 50% or more of the total voting power of the Company's
outstanding capital stock in one transaction or a series of related transactions
to any Person, or group of related Persons, other than a Stockholder or any of
its Affiliates, (iv) the issuance of additional shares of voting stock
(including, but not limited to, the issuance of Rights to purchase shares of
voting stock) if, as a result thereof, any Person, or group of related Persons,
other than a Stockholder or any of its Affiliates, would beneficially own 50% or
more of the total voting power of the Company's outstanding capital stock in one
transaction or a series of related transactions, or (v) the formation of any
form of partnership, joint venture, association or other business organization
or strategic alliance, in which the Company would participate if, as a result
thereof, all or substantially all of the assets of the Company would be
Page 43 of 81 Pages
<PAGE>
Transferred to any Person not wholly owned by the Company or one or more wholly
owned Subsidiaries of the Company.
"Contract" means any written or oral agreement, contract, arrangement or
instrument. "Person" means an individual, partnership, corporation, joint stock
company, unincorporated organization or association, trust or joint venture, or
a governmental agency or political subdivision thereof.
"Purchaser Group" means, collectively, the Purchasers and all Purchaser
Transferees (as defined in Section 2.1 (f)).
"Relative" means, with respect to any Stockholder, the spouse of such
Stockholder or any of such Stockholder's ancestors, descendants, siblings,
descendants of any such siblings, or the spouse of any of the foregoing
"Right" means any option, warrant, security, right or other instrument
convertible into or exchangeable or exercisable for or otherwise giving the
holder thereof the right to acquire, directly or indirectly, any Common Stock or
any other such option, warrant, security, right or instrument.
"Shares" means shares of Common Stock.
"Subsidiary" means any corporation, association or other organization
whether incorporated or unincorporated of which at least a majority of the
securities or interests having by the terms thereof ordinary voting power to
elect a majority of the board of directors or others performing similar
functions with respect to such corporation or other organization is at the time
directly or indirectly owned or controlled by another corporation, association
or other organization, or by any one or more Subsidiaries of such other
corporation, association or other organization, or by such other corporation,
association or other organization and one or more of its Subsidiaries.
"Transfer" means, directly or indirectly, any transfer, sale, assignment,
pledge, hypothecation, gift, or other transfer or disposition, whether or not by
operation of law and whether or not voluntarily, of any Shares or any interest
therein.
Section 1.2. Interpretation. Unless otherwise indicated to the contrary
herein by the context or use thereof: (i) the words, "herein," "hereto,"
"hereof" and words of similar import refer to this Agreement as a whole and not
to any particular Section or paragraph hereof; (ii) words importing the
masculine gender shall also include the feminine and neutral genders, and vice
versa; and (iii) words importing the singular shall also include the plural, and
vice versa.
Page 44 of 81 Pages
<PAGE>
ARTICLE II
Restrictions on Certain Transfers
Section 2.1. Tag-Along. (a) Except as set forth in paragraphs (f) and (g)
below, no Stockholder (an "Initiating Stockholder"), whether acting alone or in
concert with any other Stockholder, shall enter into a Contract to Transfer,
arrange for the Transfer of or Transfer to any Person or group (as defined
pursuant to Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as
amended), directly or indirectly or through one or more intermediaries, in a
single transaction or a series of related transactions, any Shares then
beneficially owned by the Initiating Stockholder or any interest therein, if
immediately following the consummation of such Transfer, such acquiring Person
or group, together with any Affiliates thereof (or Affiliate of any member of
such group), would be the beneficial owner, directly or indirectly, of more than
50% of the outstanding Shares (including as outstanding for such purpose any
Shares issuable upon exercise of any Rights to be acquired from such Initiating
Stockholder and all other Rights beneficially owned by any such Affiliate,
Person, group or member thereof), unless all Stockholders are given the
opportunity to Transfer all (but not less than all) of the Shares then owned by
each of them (including without limitation Shares issuable upon exercise of
Rights then owned by each of them) concurrently with such proposed Transfer on
terms (including, without limitation, the form and amount of, and the time of
receipt of, consideration therefor) identical to those applicable to such
proposed Transfer (the "Tag-Along Rights").
(b) No opportunity shall be deemed given to any Stockholder for purposes of
Section 2.1 (a) unless (i) such Stockholder shall have received written notice
from the Initiating Stockholder setting forth the material terms of the proposed
Transfer (a "Tag-Along Notice"), and shall have been given at least twenty days
after receipt of such Tag-Along Notice to exercise its rights contained in this
Section 2.1 by giving written notice thereof to the Initiating Stockholder (a
"Tag-Along Exercise Notice"), (ii) if such Stockholder is then the holder of any
Rights, it shall be permitted to exercise, convert or exchange such Rights
strictly in accordance with the terms thereof, (iii) the terms on which the
Initiating Stockholder actually sells its Shares are no more favorable to the
Initiating Stockholder (including, without limitation, the form and amount of,
and the time of receipt of, consideration therefor), than the terms set forth in
the Tag-Along Notice given by it pursuant to clause (i) of this sentence, (iv)
the Person or group to which the applicable Transfer is proposed to be made
makes an offer to all of the Stockholders to purchase any or all outstanding
Shares then owned by the Stockholders (including Shares issuable upon the
exercise, conversion or exchange of Rights) that (A) is distributed in writing
to all Stockholders, (B) is open for
Page 45 of 81 Pages
<PAGE>
acceptance by all Stockholders for a period of at least twenty business days
after such distribution, and (C) provides for per Share consideration identical
to that being paid in the Transfer to each Stockholder who accepts such offer,
and (v) the Person or group to which the Initiating Stockholder Transfers its
Shares purchases, at or prior to the time of purchase of such Shares, from each
Person exercising his or its rights pursuant to this Section 2.1, at least such
number of Shares as such Person shall specify in the notice given by such Person
pursuant to clause (i) of this sentence.
(c) The Initiating Stockholder and any proposed Transferee shall have the
right, in their sole discretion, at all times prior to consummation of any
proposed Transfer, to abandon any such proposed Transfer whereupon all Tag-Along
Rights with respect to such proposed Transfer shall terminate, and neither the
Initiating Stockholder nor any proposed Transferees shall have any liability or
obligation to any Stockholder with respect thereto.
(d) In determining the consideration paid for purposes hereof, the
aggregate purchase price shall be increased to the extent that the Initiating
Stockholder or its Affiliates shall receive additional consideration (i) for
covenants against competition, or (ii) for services (such as pursuant to
management or consulting agreements) in amounts in excess of amounts which would
be payable to a third party in an arms' length transaction.
(e) If any Stockholder does not timely deliver a Tag-Along Exercise Notice,
such Stockholder will be deemed to have waived its rights with respect to the
proposed Transfer described in the Tag-Along Notice and the Initiating
Stockholder shall have 60 days after the expiration date for the delivery of
such Tag-Along Exercise Notice in which to Transfer not more than the number of
Shares described in the Tag-Along Notice on terms not more favorable to the
Initiating Stockholder than were set forth in the Tag-Along Notice. If, at the
end of such 60-day period, the Initiating Stockholder has not completed the
Transfer of its Shares in accordance with the terms described in the Tag-Along
Notice, then all of the restrictions on sale or other disposition contained in
this Agreement with respect to Shares beneficially owned by the Initiating
Stockholder shall again be in effect.
(f) The provisions of this Section 2.1 shall not apply to any Transfer (x)
by any Purchaser that is an individual (an "Individual Purchaser" ) or a
Purchaser Transferee (as defined below) that is an individual (an "Individual
Transferee"), by inter vivos gift, qualified domestic relations order,
testamentary bequest or otherwise, with or without consideration, of any Shares
which the Individual Purchaser or such Individual Transferee may now or at any
time hereafter own to (i) a trust for the benefit of such Individual Purchaser
or such Individual
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Transferee, as applicable, or for one or more of such Individual Purchaser's or
such Individual Transferee's Relatives, as applicable, or (ii) to one or more of
such Individual Purchaser's or such Individual Transferee's Relatives, as
applicable, or (y) with or without consideration, by any Purchaser or a
Purchaser Transferee of any Shares which such Person may now or at any time
hereafter own to any other Purchaser, or any Affiliate of any Purchaser;
provided, however, that any such Transferee pursuant to either clause (x) or
clause (y) (a "Purchaser Transferee") shall expressly agree in writing in an
instrument satisfactory to the Company to be bound by the terms of this
Agreement. Any Shares, or any interest therein, Transferred pursuant to this
clause (f) shall continue to be subject to the terms of this Agreement.
(g) The provisions of this Section 2.1 shall not apply to any Transfer by
Brand or a Brand Transferee (as defined below), by inter vivos gift, qualified
domestic relations order, testamentary bequest or otherwise, with or without
consideration, of any Shares which Brand or such Brand Transferee may now or at
any time hereafter own to (i) a trust for the benefit of Brand or such Brand
Transferee, as applicable, or for one or more of Brand's or such Brand
Transferee's Relatives, as applicable, or (ii) to one or more of Brand's or such
Brand Transferee's Relatives, as applicable; provided, however, that any such
Transferee (a "Brand Transferee") shall expressly agree in writing in an
instrument satisfactory to the Company to be bound by the terms of this
Agreement. Any Shares, or any interest therein, Transferred pursuant to this
clause (g) shall continue to be subject to the terms of this Agreement.
Section 2.2. Go-Along Obligations. (a) Subject to the provisions of Section
2.2(c), if at any time after the date hereof, any member of the Purchaser Group
receives a firm, bona fide, written offer from a third party (an "Offeror") to
purchase or otherwise acquire all of the Shares beneficially owned by the
Purchaser Group in one transaction or series of related transactions, and the
holders of a majority of the Shares beneficially owned by all of the members of
the Purchaser Group (the "Majority Holders") have determined to accept such
offer, then, notwithstanding the other provisions of this Agreement, the
Majority Holders shall have the right (the "Go-Along Right") to require all
other Stockholders to sell or otherwise dispose of all Shares beneficially owned
by them to such Offeror on the same terms and conditions set forth in such
offer. In determining the consideration to be paid pursuant to such offer, the
aggregate purchase price for the Shares to be sold by the Purchaser Group shall
be increased to the extent that any member of the Purchaser Group or their
respective Affiliates shall receive additional consideration (i) for covenants
against competition, or (ii) for services (such as pursuant to management or
consulting agreements) in amounts in excess of amounts which would be payable to
a third party in an arms' length transaction.
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(b) If the Majority Holders elect to exercise their Go-Along Rights
hereunder, they shall provide written notice (the "Go-Along Notice") to the
Company and each other Stockholder of such election at least 20 days prior to
the closing date for such transaction, which Go-Along Notice shall include the
terms and conditions of such offer, the name of the Offeree and the proposed
closing date of such transaction. Each other Stockholder shall be obligated to
sell or otherwise dispose of all Shares beneficially owned by it to such Offeror
in accordance with the terms set forth in the Go-Along Notice. However, if such
transaction is not completed within 90 days of the giving of such Go-Along
Notice, then any exercise by the Majority Holders of their Go-Along Right shall
require a new notice pursuant to this Section 2.2.
(c) Notwithstanding the other provisions of this Section 2.2, no
Stockholder shall be required to Transfer its Shares pursuant to this Section
2.2 unless the consideration to be received by the Stockholders in exchange for
the Shares to be Transferred to the Offeror pursuant to such transaction shall
have been determined to be fair to the Stockholders pursuant to a written
fairness opinion issued by an investment banking firm selected by the Company's
Board of Directors with the concurrence of (x) the holders of a majority of the
Shares then owned by Brand and any Brand Transferees, as a group, and (y) the
Majority Holders.
Section 2.3. Additional Transfer Restrictions. Without the prior approval
of the Majority Holders, which approval shall not be unreasonably withheld or
delayed, neither Brand nor any Brand Transferee, whether acting alone or in
concert with any other Person, shall enter into a Contract to Transfer, arrange
for the Transfer of or Transfer to any Person or group (as defined pursuant to
Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended)
(other than to Brand or a Brand Transferee), directly or indirectly or through
one or more intermediaries, in a single transaction or a series of related
transactions, any Shares then beneficially owned by Brand or such Brand
Transferee or any interest therein, if immediately following the consummation of
such Transfer, such acquiring Person or group, together with any Affiliates
thereof (or Affiliate of any member of such group), would be the beneficial
owner, directly or indirectly, of 20% or more of the outstanding Shares
(including as outstanding for such purpose any Shares issuable upon exercise of
any Rights to be acquired from Brand or a Brand Transferee in such transaction
and all other Rights beneficially owned by any such Affiliate, Person, group or
member thereof). For purposes of this Section 2.3, the Majority Holders shall be
deemed to have approved a Transfer pursuant to this Section 2.3 if Brand or the
Brand Transferee, as the case may be, gives written notice to the Purchasers of
his, its or their intention to make a Transfer pursuant to this Section 2.3,
which notice shall include the terms and conditions of such Transfer,
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the names of the proposed acquiring Person or group and the proposed closing
date of such Transfer, and Brand or the Brand Transferee, as the case may be,
shall not have received within 10 days thereafter a written notice from the
Majority Holders objecting to the proposed Transfer.
ARTICLE III
Board of Directors; Committees
Section 3.1. Composition of the Board of Directors. (a) Subject to the
provisions of Section 3.1 (b) and 3.1 (d), the Company shall use its best
efforts to, and each Stockholder shall, take and cause to be taken all necessary
action (corporate and other), including the voting of Shares, to set the number
of directors at seven and to elect as the members of the Board four individuals
(the "Brand Directors") selected and nominated from time to time by Brand
(provided that such individuals shall be reasonably satisfactory to a majority
of the directors appointed by the Purchaser Group) and three individuals (the
"Purchaser Directors") selected and nominated from time to time by the Purchaser
Group, by action of the Majority Holders (provided that such individuals shall
be reasonably satisfactory to a majority of the Brand Directors); provided,
however, that in the event that the Purchaser Group acquires all of the
Additional Securities (as defined in the Purchase Agreement) pursuant to the
terms of Section 1.4 of the Purchase Agreement, the number of directors shall be
set at eight and the Purchaser Group shall have the right from and after the
Option Closing Date (as defined in the Purchase Agreement) to appoint a fourth
Purchaser Director; provided, further, that if any member of the Purchaser Group
is ever entitled to appoint a member of the Board pursuant to the rights granted
by the Company to the holders of the Cerberus Debentures (as such term is
defined in the Purchase Agreement) as a result of the purchase of the Cerberus
Debentures or otherwise, the size of the Board and the number of directors which
the Purchaser Group shall have the right to appoint pursuant to the terms hereof
shall be reduced by one. At any time during which the Purchaser Group is
entitled to appoint at least four Purchaser Directors pursuant to the provisions
of this Section 3.1 (a), at the request of either Brand or the Majority Holders,
the size of the Board shall be increased by one and Brand and the Purchaser
Group by action of the Majority Holders, shall mutually select one additional
director who shall not be employed by or otherwise be an Affiliate of either the
Company, Brand or any member of the Purchaser Group (the "Independent Director")
to fill the vacancy caused by such increase in the size of the Board.
(b) In the event that Cerberus Partners L.P. ("Cerberus") or any other
holder of the Cerberus Debentures (Cerberus or such holder, the 'Debenture
Holder") exercises its right to appoint a
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member of the Board pursuant to the terms of the Unit Purchase Agreement, dated
as of March 7, 1996 (the "Cerberus Agreement"), by and between the Company and
Cerberus, the number of directors shall be increased by two, one of such
additional directors shall be the director appointed by the Debenture Holder
(the "Debenture Director") and Brand and the Purchaser Group, by action of the
Majority Holders, shall mutually select one additional Independent Director to
fill the vacancies caused by such increase in the size of the Board. Each
Stockholder shall use its best efforts to cause the Company to comply with the
requirements of the Cerberus Agreement, including without limitation, voting all
of their Shares in favor of the election of such person as the Debenture Holder
may designate as a director of the Company. In the event that the Debenture
Director resigns, is removed or otherwise is unable to continue to serve as a
director of the Company and the Debenture Holder does not exercise its right to
appoint a successor Debenture Director, one Independent Director to be mutually
selected by Brand and the Majority Holders shall be deemed to have resigned as a
director effective as of the date that the Debenture Holder notifies the Company
that it will not exercise its rights under the Cerberus Agreement and shall
cease to be a member of the Board of Directors.
(c) The term of office of all directors shall continue until the next
succeeding annual meeting of stockholders of the Company and until their
successors are duly elected and qualified. Each of Brand and the Purchaser Group
shall at all times have the right, exercisable by such Person in his or its sole
discretion, to designate successors for the directors appointed by such Person
(provided that such successors shall be reasonably satisfactory to a majority of
the Purchaser Directors or the Brand Directors, as the case may be), to cause
the Stockholders to remove, with or without cause, one or more of the directors
appointed by such Person, and to fill any vacancy on the Board resulting from
the death, resignation or removal of any director appointed by such Person
(provided that any nominee selected to fill such a vacancy shall be reasonably
satisfactory to a majority of the Brand Directors or the Purchaser Directors, as
the case may be); provided, however, that no such actions may be taken with
respect to any Independent Director unless mutually agreed to by Brand and the
Purchaser Group and; provided, further, that any Independent Director shall be
reasonably satisfactory to a majority of both the Brand Directors and the
Purchaser Directors. Each Stockholder shall vote for such removal and for the
election of such successor or successors at a meeting of the stockholders or
shall execute a written consent to such effect without a meeting and consents to
the prompt holding of a special meeting for that purpose, in each case, at the
written request of the Person seeking to remove and replace such director given
to the Company.
(d) The permanent successor Chief Executive Officer hired pursuant to
Section 4.4 hereof shall become a member of the Board
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effective as of the effective date of his or her employment by the Company (the
"Commencement Date") and shall be deemed to be a Brand Director for all purposes
hereunder. On or prior to the Commencement Date, Brand and any Brand Transferees
shall take all action reasonably necessary to cause a Brand Director to resign
from the Board effective as of the Commencement Date and to appoint the
permanent Chief Executive Officer to fill the vacancy created by such
resignation.
(e) In the event that either Brand or the Purchaser Group is no longer
entitled to designate directors pursuant to this Article III, all directors
designated by such Person (other than the permanent Chief Executive Officer
hired pursuant to Section 4.4 hereof) shall be deemed to have resigned as
directors effective immediately and shall cease to be members of the Board.
(f) The participation of any former director in the deliberations of the
Board subsequent to the date of his or her termination as a director shall not
affect in any respect any corporate action which has been approved by a majority
of the remaining members of the Board, whether at a meeting at which a quorum of
the Board (excluding any such former director) was present or pursuant to a
written consent signed by the remaining directors.
Section 3.2. Quorum. At all meetings of the Board, the presence, in person
or by proxy, of a majority of the entire Board shall constitute a quorum for the
transaction of business. Any director may participate in a meeting of the Board,
or any committee thereof, by means of conference telephone or similar
communications equipment by means of which all Persons participating in the
meeting can hear each other.
Section 3.3 Composition of Board Committees. Promptly following the
execution and delivery of this Agreement, the Stockholders shall take and shall
cause their respective director designees to take all actions necessary and
advisable to (i) cause the Executive Committee of the Board (the "Executive
Committee") to be comprised of two Brand Directors to be designated from time to
time by Brand (one of whom shall be the chairman of the committee) and one
Purchaser Director to be designated from time to time by the Purchaser Group;
provided, however, that from and after the Option Closing Date, the size of the
Executive Committee shall be increased by one and the Purchaser Group shall have
the right to designate a second Purchaser Director to be a member of the
Executive Committee, and; provided, further, that from and after the
Commencement Date, the size of the Executive Committee shall be further
increased by one and the permanent Chief Executive Officer of the Company shall
become a member of the Executive Committee, ex officio, (ii) cause the
Compensation Committee of the Board to be comprised of two Brand Directors to be
designated from time to
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time by Brand and two Purchaser Directors to be designated from time to time by
the Purchaser Group, and (iii) cause the Audit Committee of the Board to be
comprised of two Brand Directors to be designated from time to time by Brand and
two Purchaser Directors to be designated from time to time by the Purchaser
Group.
Section 3.4. Action by Stockholders to Reconstitute Board of Directors or
Committees Thereof. If at any time and for any reason the Board shall fail to be
constituted as required by this Article III, then, at the request of any
Stockholder, the Company shall cause a special meeting of stockholders to be
held or the Stockholders shall act by written consent of stockholders without a
meeting for the purpose of taking whatever action may be necessary to assure
that the Board is constituted as set forth in this Article III as promptly as
practicable. If at any time and for any reason the committees of the Board shall
fail to be constituted as required by this Article III, then, at the request of
any Stockholder, the Company and the Stockholders shall take whatever action may
be necessary to assure that such committees are constituted as set forth in this
Article III as promptly as practicable.
Section 3.5. Certain Covenants. Each Stockholder shall vote, in person or
by proxy, all Shares over which it may have or share voting power, at any annual
or special meeting of stockholders of the Company called for the purpose of
voting on the election of directors, or to execute written consents of
stockholders without a meeting with respect to the election of directors, to
vote in favor of the election of each director nominated in accordance with
Section 3.1 and in favor of the removal of any director who is required to be
removed pursuant to Section 3.1 and to take all other necessary and appropriate
actions to cause such events to occur. The Company shall use its best efforts to
cause Persons to be so nominated, elected or removed, as the case may be, in
accordance with the applicable provisions of this Agreement. Each Stockholder
shall vote all Shares over which it may have or share voting power and shall
take all other actions necessary and appropriate (including, without limitation,
removing any director) to ensure that the Company's Certificate of Incorporation
and by-laws contain all provisions necessary to implement the terms of this
Agreement and do not at any time conflict with the provisions of this Agreement
and shall not vote to approve (or consent to the approval of) any amendment to
the Company's Certificate of Incorporation or by-laws which would be
inconsistent with this Agreement.
ARTICLE IV
Other Corporate Matters
Section 4.1. Management of the Company; Certain Actions. (a) The business
and affairs of the Company shall be managed by or
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under the direction of the Board, subject to the provisions set forth in this
Section 4.1 and Section 4.2.
(b) Subject to oversight and control by the Board, the senior management of
the Company shall have the right to manage the day to day operations of the
Company, including, without limitation, the implementation of the Company's
strategic and business plans, ordinary course dealings with customers and
suppliers, the hiring and firing of officers and employees of the Company and
its Subsidiaries, and the ordinary course operation of the Company's business as
it is currently being conducted, and neither any member of the Purchasers nor
the Purchaser Directors shall take any action, directly or indirectly, which may
reasonably be expected to hinder, impede, interfere with or otherwise restrict
the management of the Company's affairs as aforesaid.
(c) In the event that a majority of the Purchaser Directors (a "Purchaser
Majority") recommend to the Board that the Company enter into a Company Sale,
Brand and any Brand Transferees shall use their respective best efforts to cause
the Brand Directors to vote in favor of such Company Sale; provided, however,
that neither Brand nor any Brand Transferee shall have any obligation to cause
the Brand Directors to vote in favor of a Company Sale if counsel of recognized
standing advises the Brand Directors that approval of the Company Sale
recommended by the Purchaser Directors would result in a breach of fiduciary
duty by the Brand Directors.
Section 4.2. Actions Requiring Purchaser Approval. The Company shall not,
and no officer of the Company shall have the power or authority to cause the
Company to, without the consent of a Purchaser Majority:
(a) redeem, repurchase or otherwise acquire shares of the Company's
capital stock except pursuant to or in connection with (i) the conversion
of any class or series of the Company's capital stock into another security
of the Company, (ii) the exercise of any Right, (iii) the redemption, at
the request of the holder thereof, of shares of any class or series of
capital stock that is redeemable at the option of the holder thereof, (iv)
any compensatory plan or arrangement with an officer, director or employee
of the Company or its Subsidiaries; provided, however, that such plan or
arrangement has been approved by the Board or the Compensation Committee
thereof; or
(b) take any voluntary action in furtherance of the liquidation,
dissolution or winding up of the business of the Company.
Section 4.3. Voting by Stockholders. Each Stockholder shall vote, in person
or by proxy, all Shares over which it may have or
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share voting power, at any annual or special meeting of stockholders of the
Company (i) in favor of all matters approved by a majority of the entire Board
(or a majority of all of the members of any duly constituted committee thereof)
pursuant to Section 4.1 (a), (ii) in favor of all matters approved by the entire
Board upon the recommendation of a Purchaser Majority pursuant to Section 4.1(c)
or Section 4.2, and (iii) against all matters not approved by the Board or a
duly constituted committee thereof pursuant to clauses (i) or (ii).
Section 4.4. Executive Search. Promptly following the execution and
delivery hereof, the Board shall establish an ad hoc committee of the Board (the
"Search Committee"), the members of which shall include the Company's Chief
Executive Officer (who shall be the chairman), the Company's Chief Operating
Officer and two Purchaser Directors, which shall promptly commence a search for
a suitably qualified permanent successor to the Chief Executive Officer. The
Search Committee may establish such regulations for its operations as the
members thereof may determine are necessary or advisable. Without limiting the
generality of the foregoing, the Search Committee shall be authorized to engage
such consultants and other agents to assist in the identification and evaluation
of appropriate candidates as the members thereof deem necessary or advisable.
The Search Committee shall report to the Board on its activities from time to
time as events warrant. Following the completion of its initial screening
process and interviews with appropriate candidates, the Search Committee shall
recommend one or more finalists to the Board and, with consultation from the
Board, shall complete all arrangements relating to the hiring of a new Chief
Executive Officer from the list of finalists; provided, however, that such new
Chief Executive Officer shall be approved by Brand, which approval may be
withheld by Brand in his sole and absolute discretion. The terms and conditions
of any such hiring shall be approved by the Board upon the advice and with the
recommendation of Compensation Committee of the Board. In the event that the
permanent Chief Executive Officer ceases to serve as the Chief Executive Officer
of the Company for any reason, then, for purposes of this Agreement (including,
without limitation, the Board and Board committee composition provisions
hereof), the Company shall be deemed to have not designated a permanent
successor Chief Executive Officer and the provisions of this Section 4.4 shall
again come into effect.
Section 4.5. Indemnification; Maintenance of D&O Insurance. The Company
shall indemnify the directors and officers of the Company to the fullest extent
permissible under Delaware law and, without limiting the generality of the
foregoing, the Company and the Stockholders shall take all actions necessary to
include provisions in the Company's Certificate of Incorporation limiting the
liability of directors to the maximum extent permitted by Delaware law and
providing that the directors and officers shall be indemnified to the maximum
extent permitted by Delaware law.
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The Company shall maintain appropriate directors and officers insurance in such
amounts and covering such risks as the Board may determine from time to time in
light of the cost and availability of such insurance.
ARTICLE V
Legend
Section 5.1. Legends. Any certificates evidencing Shares subject to this
Agreement shall be stamped or endorsed with a legend in substantially the
following form; provided, however, that in the event that Shares are registered
under the Securities Act of 1933, as amended, the Company shall promptly upon
request, but in any event not later than is necessary in order to consummate any
sale pursuant to any underwriting agreement or sales agency agreement relating
thereto, deliver a replacement certificate not containing the first paragraph of
the legend below in exchange for the legended certificate (it being understood
that such legend shall be placed on such replacement certificate if the sale
does not occur in accordance with the terms of the registration statement); and
provided, further, that the Company shall upon termination of this Agreement
promptly upon request deliver a replacement certificate not containing the
second paragraph of the legend below in exchange for the legended certificate:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS,
AND ACCORDINGLY NEITHER THE SHARES NOR ANY INTEREST THEREIN MAY BE SOLD,
TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.
IN ADDITION, TRANSFERS, VOTING AND OTHER MATTERS IN RESPECT OF THE SHARES OF
COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS
AGREEMENT DATED AS OF JULY 29, 1997 AMONG THE COMPANY AND CERTAIN STOCKHOLDERS
NAMED THEREIN, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF
THE COMPANY AND MAY BE OBTAINED WITHOUT CHARGE UPON WRITTEN REQUEST TO THE
COMPANY.
Section 5.2. Removal of Legends. From and after the effective date of any
registration statement registering the Shares subject hereto for sale pursuant
to the Securities Act of 1933, as amended, and compliance by the Company with
any applicable state securities or "Blue Sky" laws, the Stockholders shall be
entitled to exchange the certificates representing their Shares for certificates
not bearing the first restrictive legend set forth in Section 5.1 above. In
connection with any Transfer permitted pursuant to this Agreement (other than
Transfers pursuant to Sections 2.1(f) or 2.1(g)), the Stockholder Transferring
Shares shall be entitled to exchange the
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certificates representing the Shares being Transferred for replacement
certificates not bearing the second restrictive legend set forth in Section 5.1
above.
ARTICLE VI
Effectiveness; Termination
Section 6.1. Effectiveness; Termination of Agreement. This Agreement shall
become effective as of the date first above written and shall terminate upon the
earliest to occur of the following: (i) upon the written consent of (x) the
Majority Holders, and (y) the holders of a majority of the shares of Common
Stock then beneficially owned by Brand and any Brand Transferee, as a group,
(ii) Brand and any Brand Transferees, as a group, or the Purchaser Group
becoming the beneficial owner of less than 10% of the outstanding Common Stock
(determined on a fully-diluted basis), or (iii) the consummation of a Company
Sale, only to the extent that such transaction has been duly approved pursuant
to Section 4.1 (c); provided, however, that no such termination shall relieve
any Person of any liability for a breach or default.
ARTICLE VII
Miscellaneous
Section 7.1 . Recapitalization, Exchanges, etc. Affecting the Common Stock.
The provisions of this Agreement shall apply to the full extent set forth herein
with respect to (a) the Shares and (b) any and all shares of capital stock of he
Company or any successor or assign of the Company (whether by merger,
consolidation, sale of assets or otherwise) which may be issued in respect of,
in exchange for, or in substitution for the Shares, by reason of any stock
dividend, split, reverse split, combination, recapitalization, reclassification,
merger, consolidation or otherwise. In the event of any change in the
capitalization of the Company, as a result of any stock split, stock dividend or
stock combination, the provisions of this Agreement shall be appropriately
adjusted.
Section 7.2 No Joint Venture or Partnership. No party shall have any
authority to bind or commit any other party hereto and no such authority shall
be implied by the provisions hereof. Nothing herein shall be deemed or construed
to create a joint venture, partnership or agency relationship between any of the
parties hereto for any purpose.
Section 7.3. Injunctive Relief. Each party hereto acknowledges that it
would be impossible to determine the amount of damages that would result from
any breach of any of the provisions of this Agreement and that the remedy at law
for any
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breach, or threatened breach, of any of such provisions would likely be
inadequate and, accordingly, each other party shall, in addition to any other
rights or remedies which it may have, be entitled to equitable and injunctive
relief, including, without limitation, temporary, preliminary and permanent
injunctive relief, to compel specific performance of, or restrain any party from
violating, any of such provisions. In connection with any action or proceeding
for injunctive relief, each party hereto hereby waives the claim or defense that
a remedy at law alone is adequate and, to the maximum extent permitted by law,
consents to have each provision of this Agreement specifically enforced against
him or it, without the necessity of posting bond or other security against him
or it, and consents to the entry of injunctive relief against him or it
enjoining or restraining any breach or threatened breach of such provisions of
this Agreement.
Section 7.4. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors,
assigns and legal representatives. This Agreement shall be for the sole benefit
of the parties to this Agreement and their respective successors, assigns and
legal representatives and is not intended, nor shall be construed, to give any
Person, other than the parties hereto and their respective successors, assigns
and legal representatives, any legal or equitable right, remedy or claim
hereunder. This Agreement may not be assigned by operation of law or otherwise,
and any attempted assignment shall be null and void, except that, any
Stockholder may assign its rights hereunder, in whole but not in part, in
connection with a Transfer of Shares made in compliance with all of the
provisions of this Agreement. If any Stockholder shall acquire additional
Shares, in any manner, whether by a Transfer permitted hereunder, operation of
law or otherwise, such Shares shall be held subject to all of the terms of this
Agreement, and by taking and holding such Shares such Person shall be
conclusively deemed to have agreed to be bound by and to comply with all of the
terms and provisions of this Agreement. Any Transferee wishing to become a party
hereto or otherwise required to become such a party shall execute an instrument
in the form of Exhibit A hereof agreeing to be bound by the provisions hereof.
Section 7.5. Expenses. Except as provided in the Purchase Agreement, each
party hereto shall pay its own expenses incident to this Agreement and the
transactions contemplated hereby.
Section 7.6. Amendment; Waiver. (a) This Agreement may be amended by a
written instrument duly executed by the parties affected thereby.
(b) No failure by any party to insist upon the strict performance of any
covenant, duty, agreement or condition of this Agreement or to exercise any
right or remedy consequent upon
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breach thereof shall constitute a waiver of any such breach or of any other
covenant, duty, agreement or condition, any such waiver being effective only if
contained in a writing executed by the waiving party.
Section 7.7. Notices. Except as otherwise provided in this Agreement, all
notices, requests, claims, demands, waivers and other communications hereunder
shall be in writing and shall be deemed to have been duly given when delivered
by hand, when delivered by courier, three days after being deposited in the mail
(registered or certified mail, postage prepaid, return receipt requested), or
when received by facsimile transmission upon receipt of a confirmed transmission
report, as follows:
If to the Company: 50 Orville Drive
Bohemia, New York 11716
Tel: (516) 784-4110
Fax: (516) 784-4132
Attention: Chief Executive Officer
and if to the other parties at the address or facsimile transmission number
specified below its name on the signature pages hereto (or, in the case of
Persons who become parties hereto subsequently, at their last addresses or
facsimile transmission numbers shown on the record books of the Company). Any
party hereto, by notice given to the other parties hereto in accordance with
this Section 7.7, may change the address or facsimile transmission number to
which such notice or other communications are to be sent to such party. Whenever
pursuant to this Agreement any notice is required to be given by any Stockholder
to any other Stockholder or Stockholders, such Stockholder may request from the
Company a list of addresses and facsimile transmission numbers of all
Stockholders of the Company, which list shall be promptly furnished to such
Stockholder.
Section 7.8. Inspection. For so long as this Agreement shall be in effect,
this Agreement, any amendments hereto and a complete list of the names and
addresses of all Stockholders shall be made available for inspection and copying
on any business day by any Stockholder at the offices of the Company at the
address thereof set forth in Section 7.7 above.
Section 7.9. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF, EXCEPT TO THE EXTENT
THAT THE PROVISIONS OF THE DELAWARE GENERAL CORPORATION LAW APPLY THERETO.
Section 7.10. Headings. The descriptive headings of the several sections in
this Agreement are for convenience only and do not constitute part of this
Agreement and shall not affect in any way the meaning or interpretation of this
Agreement.
Page 58 of 81 Pages
<PAGE>
Section 7.11. Integration. This Agreement and the other writings referred
to herein or delivered pursuant hereto which form a part hereof contain the
entire understanding of the parties with respect to its subject matter. This
Agreement supersedes all prior agreements and understandings between the parties
with respect to its subject matter. There are no restrictions, agreements,
promises, representations, warranties, covenants or undertakings with respect to
its subject matter other than those expressly set forth or referred to herein.
Section 7.12. Severability. If any term or provision of this Agreement or
any application thereof shall be declared or held invalid, illegal or
unenforceable, in whole or in part, whether generally or in any particular
jurisdiction, such provision shall be deemed amended to the extent, but only to
the extent, necessary to cure such invalidity, illegality or unenforceability,
and the validity, legality and enforceability of the remaining provisions, both
generally and in every other jurisdiction, shall not in any way be affected or
impaired thereby.
Section 7.13. Consent to Jurisdiction. Each of the parties hereto
irrevocably submits to the exclusive jurisdiction of the courts of the State of
New York and the United States District Court for the Southern District of New
York for the purpose of any suit, action, proceeding or judgment relating to or
arising out of this Agreement and the transactions contemplated hereby. Service
of process in connection with any such suit, action or proceeding may be served
on each party hereto anywhere in the world by the same methods as are specified
for the giving of notices under this Agreement. Each of the parties hereto
irrevocably consents to the jurisdiction of any such court in any such suit,
action or proceeding and to the laying of venue in such court. Each party hereto
irrevocably waives any objection to the laying of venue of any such suit, action
or proceeding brought in such courts and irrevocably waives any claim that any
such suit action or proceeding brought in any such court has been brought in an
inconvenient forum.
Section 7.14. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which shall together constitute
one and the same instrument.
Page 59 of 81 Pages
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date set forth above.
LOGIMETRICS, INC.
By:/s/ Charles S. Brand
------------------------------------
Name:
Title:
/s/ Charles S. Brand
---------------------------------------
Charles S. Brand
20 Meridian Road
Eatontown, New Jersey 07724
Tel: (908) 935-7150
Fax: (908) 935-7151
CRAMER ROSENTHAL McGLYNN, INC.
By:/s/ Eugene A. Trainor
------------------------------------
Name: Eugene A. Trainor
Title: Chief Financial Officer
520 Madison Avenue
New York, New York 10022
Tel: (212) 838-3830
Fax: (212) 644-8291
Page 60 of 81 Pages
<PAGE>
L.A.D. EQUITY PARTNERS, L.P
By: Flint Investments, Inc.
Its General Partner
By:/s/ Arthur J. Pergament
------------------------------------
Name: Arthur J. Pergament
Title: Vice President
520 Madison Avenue
New York New York 10022
Tel: (212) 838-3830
Fax: (212) 644-8291
/s/ Gerald B. Cramer
---------------------------------------
Gerald B. Cramer
520 Madison Avenue
New York, New York 10022
Tel: (212) 838-3830
Fax (212) 644-8291
/s/ Edward J. Rosenthal
---------------------------------------
Edward J. Rosenthal, Keogh
520 Madison Avenue
New York, New York 10022
Tel. (212) 838-3830
Fax (212) 644-8291
Page 61 of 81 Pages
<PAGE>
CRM 1997 ENTERPRISE FUND, LLC
By: Cramer Rosenthal McGlynn, Inc.
Its Managing Member
By:/s/ Eugene A. Trainor
------------------------------------
Name: Eugene A. Trainor
Title: Chief Financial Officer
520 Madison Avenue
New York, New York 10022
Tel: (212) 838-3830
Fax: (212) 644-8291
CRM PARTNERS, L.P.
By: CRM Management, Inc.
Its General Partner
By:/s/ Eugene A. Trainor
------------------------------------
Name: Eugene A. Trainor
Title:
520 Madison Avenue
New York, New York 10022
Tel: (212) 838-3830
Fax: (212) 644-8291
Page 62 of 81 Pages
<PAGE>
CRM RETIREMENT PARTNERS, L.P.
By: CRM Management, Inc.
Its General Partner
By:/s/ Eugene A. Trainor
------------------------------------
Name: Eugene A. Trainor
Title:
520 Madison Avenue
New York, New York 10022
Tel: (212) 838-3830
Fax: (212) 644-8291
CRM MADISON PARTNERS, L.P.
By: CRM Management, Inc.
Its General Partner
By:/s/ Eugene A. Trainor
------------------------------------
Name: Eugene A. Trainor
Title:
520 Madison Avenue
New York, New York 10022
Tel: (212) 838-3830
Fax: (212) 644-8291
Page 63 of 81 Pages
<PAGE>
CRM U.S. VALUE FUND, LTD.
By: CRM Management, Inc.
Its General Partner
By:/s/ Eugene A. Trainor
------------------------------------
Name: Eugene A. Trainor
Title:
520 Madison Avenue
New York, New York 10022
Tel: (212) 838-3830
Fax: (212) 644-8291
CRM EURYCLEIA PARTNERS, L.P.
By: CRM Eurycleia Investment, LLC.
Its General Partner
By: CRM Management, Inc.
Its Managing Member
By:/s/ Eugene A. Trainor
------------------------------------
Name: Eugene A. Trainor
Title:
520 Madison Avenue
New York, New York 10022
Tel: (212) 838-3830
Fax: (212) 644-8291
Page 64 of 81 Pages
<PAGE>
A.C. ISRAEL ENTERPRISES, INC.
By:/s/ Jay Howard
-------------------------------------
Name: Jay Howard
Title:
520 Madison Avenue
New York, New York 10022
Tel: (212) 838-3830
Fax: (212) 644-8291
CRM-EFO PARTNERS, L.P.
By: CRM-EFO Investments, LLC,
Its General Partner
By: CRM Management Inc.,
Its Managing Member
By:/s/ Eugene A. Trainor
-------------------------------------
Name: Eugene A. Trainor
Title:
520 Madison Avenue
New York, New York 10022
Tel; (212) 838-3830
(212) 644-8291
Page 65 of 81 Pages
<PAGE>
/s/ Richard S. Fuld, Jr.
---------------------------------------
Richard S. Fuld, Jr.
By: Cramer Rosenthal McGlynn, Inc.,
Attorney-in-Fact
By:/s/ Eugene A. Trainor
------------------------------------
Name: Eugene A. Trainor
Title Chief Financial Officer
520 Madison Avenue
New York, New York 10022
Tel: (212) 838-3830
Fax: (217) 644-8291
PAMELA EQUITIES CORP.
By:/s/ Greg Manocherian
------------------------------------
Name:
Title:
3 New York Plaza
New York Plaza
18th Floor
New York, New York 10004
Tel: (212) 837-4829
Fax:(212) 837-4938
Page 66 of 81 Pages
<PAGE>
WHITEHALL PROPERTIES, LLC
By:/s/ Greg Manocherian
------------------------------------
Name:
Title: Manager
3 New York Plaza
18th Floor
New York, New York 10004
Tel: (212) 837-4829
Fax: (212) 837-4938
KABUKI PARTNERS ADP, GP
By:/s/ Greg Manocherian
------------------------------------
Name:
Title: General Partner
3 New York Plaza
18th Floor
New York, New York 10004
Tel: (212) 837-4829
Fax: (212) 837-4938
MBF CAPITAL CORP.
By:/s/ Mark B. Fisher
------------------------------------
Name: Mark B. Fisher
Title: President
12 East 49th Street
35th Floor
New York, New York 10017
Telephone: (212) 339-2861
Facsimile: (212) 339-2834
Page 67 of 81 Pages
<PAGE>
MBF BROADBAND SYSTEMS, L.P.
By: MBF Broadband Systems, Inc.,
Its General Partner
By:/s/ Mark B. Fisher
------------------------------------
Name: Mark B. Fisher
Title: President
12 East 49th Street
35th Floor
New York, New York 10017
Telephone: (212) 339-2861
Facsimile: (212) 339-2834
PHINEAS BROADBAND SYSTEMS, L.P.
By: MBF Broadband Systems, Inc.,
Its General Partner
By:/s/ Mark B. Fisher
------------------------------------
Name: Mark B. Fisher
Title: President
12 East 49th Street
35th Floor
New York, New York 10017
Telephone: (212) 339-2861
Facsimile: (212) 339-2834
/s/ Mark B. Fisher
---------------------------------------
Mark B. Fisher
12 East 49th Street
35th Floor
New York, New York 10017
Telephone: (212) 339-2861
Facsimile: (212) 339-2834
Page 68 of 81 Pages
<PAGE>
McGLYNN FAMILY PARTNERSHIP
By:/s/ Ronald H. McGlynn
------------------------------------
Name: Ronald H. McGlynn
Title: General Partner
520 Madison Avenue
New York, New York 10022
Tel: (212) 838-3830
Fax: (212) 644-8291
/s/ Fred M. Filoon
---------------------------------------
Fred M. Filoon
520 Madison Avenue
New York, New York 10022
Tel: (212) 838-3830
Fax: (212) 644-8291
/s/ Eugene A. Trainor
---------------------------------------
Eugene A. Trainor
520 Madison Avenue
New York, New York 10022
Tel: (212) 838-3830
Fax: (212) 644-8291
Page 69 of 81 Pages
<PAGE>
EXHIBIT A
In consideration of the Transfer of Shares to the undersigned, the
undersigned, having all due authority, hereby agrees to be bound by the terms
and provisions of the Stockholders Agreement, dated as of July 29, 1997 (the
"Stockholders Agreement"), by and among LogiMetrics, Inc. and the Stockholders
party thereto relating to such Shares as a Stockholder thereunder. Capitalized
defined terms used herein without definition shall have the same meanings
respectively as assigned thereto in the Stockholders Agreement.
Name:
----------------------------
By:
------------------------------
Date:
----------------------------
Page 70 of 81 Pages
EXHIBIT 3
STOCKHOLDERS AGREEMENT
----------------------
THIS STOCKHOLDERS AGREEMENT (the "Agreement"), dated as of July ___, 1997, by
and among: (i) Pamela Equities Corp., a New York corporation, Whitehall
Properties, LLC, a New York limited liability company and Kabuki Partners ADP,
GP, a New York general partnership (collectively, the "Manocherian Entities"),
(ii) MBF Capital Corp., a New York corporation, MBF Broadband Systems, L.P., a
New York limited partnership, MBF Broadband Investments, L.P., a New York
limited partnership and Mark B. Fisher (collectively, the "Fisher Entities"),
and (iii) those entities listed on Exhibit "A" attached hereto (collectively,
the "Cramer Entities"). Each of the Manocherian Entities, the Fisher Entities
and the Cramer Entities is sometimes referred to herein as an "Entity."
WHEREAS:
The Fisher Entities, Manocherian Entities and Cramer Entities (each a "Party",
collectively, the "Parties") are among the parties to a certain Stockholders
Agreement dated as of July ___, 1997 (the "Logi Agreement"), pursuant to which
they have agreed to purchase those interests in an entity known as Logimetrics,
Inc. ("Logi") shown on Exhibit "B" attached hereto;
Page 71 of 81 Pages
<PAGE>
As provided in the Logi Agreement and the other agreements referred to or
contemplated therein, various groups or "Purchasers" have acquired or
contemplated certain rights and incurred certain obligations including
"tag-along" rights as defined in Section 2.1 of the Logi Agreement;
The Parties, being among the "Purchasers," wish to set forth a further
agreement, as among themselves, with respect to such "tag-along rights."
NOW, THEREFORE, the Parties agree as follows:
ARTICLE I
Definitions
Except as expressly provided herein, defined terms used herein shall have the
meanings provided in the Logi Agreement.
ARTICLE II
Restrictions on Certain Transfers
Section 2.1. Tag-Along. (a) Except as set forth in Section 2.2, below, no Party
(an "Initiating Party") shall enter into a Contract to Transfer, arrange for the
Transfer of or Transfer to any Person, directly or indirectly, any Shares,
unless all Parties are given the opportunity to Transfer all of the Shares then
owned by each of them (including without limitation Shares
Page 72 of 81 Pages
<PAGE>
issuable upon exercise of Rights then owned by each of them) concurrently with
such proposed Transfer on terms identical to those applicable to such proposed
Transfer (the "Tag-Along Rights").
(b) No opportunity shall be deemed to have been given to any Party for purposes
of Section 2.1(a) unless:
(i) such Party shall have received written notice from the Initiating Party
setting forth the material terms of the proposed Transfer (a "Tag-Along
Notice"), and shall have been given at least 10 days after receipt of such
Tag-Along Notice to exercise its rights contained in this Section 2.1 by
given written notice thereof to the Initiating Party (a "Tag-Along Exercise
Notice"),
(ii) if such Party is then the holder of any Rights, it shall be permitted
to exercise, convert or exchange such Rights strictly in accordance with
the terms thereof,
(iii) the terms on which the Initiating Party actually sells its Shares are
not more favorable to the Initiating Party, then the terms set forth in the
Tag- Along Notice given by its pursuant to claus (i) above,
Page 73 of 81 Pages
<PAGE>
(iv) the Person to which the applicable Transfer is proposed to be made
makes an offer to all of the Parties to purchase all outstanding Shares
then owned by the Parties (including Shares issuable upon the exercise,
conversion or exchange of Rights) that [A] is distributed in writing to all
Parties, [B] is open for acceptance by all Parties for a period of at least
10 business days after such distribution, [C] provides for per Share
consideration identical to that being paid in the Transfer to each Party
who accepts such offer, and
(v) the Person to which the Initiating Party Transfers its Shares
purchases, at or prior to the time of purchase of such Shares, from each
Person exercising his or its rights pursuant to this Section 2.1, at least
such number of Shares as such Person shall specify in the notice given by
such Person pursuant to clause (i), above.
(c) The Initiating Party and any proposed Transferor shall have the right, in
their sole discretion, at all times prior to consummation of any proposed
Transfer, to abandon any such proposed Transfer whereupon all Tag-Along rights
with respect to such proposed Transfer shall terminate, and neither the
Initiating Party nor any proposed Transferees shall have any liability or
obligation to any Party with respect thereto.
Page 74 of 81 Pages
<PAGE>
(d) In determining the consideration paid for purposes hereof, the aggregate
purchase price shall be increased to the extent that the Initiating Party or its
Affiliates shall receive or be entitled to receive or direct the payment of
additional consideration of any form in amounts in excess of amounts which would
be payable to a third party in an arms' length transaction.
(e) If a Party does not timely deliver a Tag-Along Exercise Notice, such Party
will be deemed to have waived its rights with respect to the proposed Transfer
described in the Tag-Along Notice and the Initiating Party shall have 30 days
after the expiration date for the delivery of such Tag-Along Exercise Notice in
which to Transfer not more than the number of Shares described in the Tag-Along
Notice on terms not more favorable to the Initiating Party than were set forth
in the Tag-Along Notice. If, at the end of such 30-day period, the Initiating
Party has not completed the Transfer of its Shares in accordance with the terms
described in the Tag-Along Notice, then all of the restrictions on sale or other
disposition contained in this Agreement with respect to shares beneficially
owned by the Initiating Party shall again be in effect.
Section 2.2. Exceptions. The provisions of Section 2.1 shall not apply to any
Transfer:
(i) to another Entity or to an Affiliate with or without consideration, or
by inter vivos gift,
Page 75 of 81 Pages
<PAGE>
qualified domestic relations order, or testamentary bequest, or
(ii) to one or more of the Purchaser's Relatives or, with or without
consideration, to any Affiliate of any Purchaser
provided, however, that any transferee pursuant to either clause (i) or clause
(ii), above, shall expressly agree in writing in an instrument satisfactory to
the Parties to be bound by the terms of this Agreement. Any Shares, or any
interest therein, Transferred pursuant to this Section 2.2 shall continue to be
subject to the terms of this Agreement.
ARTICLE III
Acknowledgement and Waiver
Each Party, on its own behalf and on behalf of its associated Entities, hereby
acknowledges that it has had a full opportunity to conduct such examination of
the records and affairs of Logi as it sees fit and consult with counsel with
respect thereto, has made the decision to invest in Logi and enter into the Logi
Agreement and the other agreements referred to or contemplated therein (the
"Investment") based on such examination, and in so doing has not relied on any
representation or warranty of any other Party or Entity. Each of the Parties, on
its own behalf and on behalf of its associated Entities, hereby releases the
Page 76 of 81 Pages
<PAGE>
others and their respective officers, directors, employees and agents, from and
against any claims, losses, liabilities, damages and costs (including, without
limitation, reasonable attorneys' fees and expenses) that may arise as a result
of the Investment.
ARTICLE IV
Miscellaneous
Section 4.1. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors,
assigns and legal representatives. This Agreement may not be assigned by
operation of law or otherwise and any attempted assignment shall be null and
void, except that, any Party may assign its rights hereunder, in whole but not
in part, in connection with a Transfer of Shares made in compliance with all of
the provisions of this Agreement.
Section 4.2. Expenses. Each party hereby shall pay its own expenses incident to
this Agreement and the transactions contemplated hereby.
Section 4.3. Amendment; Waiver. (a) This Agreement may be amended only by a
written instrument duly executed by the Parties.
(b) No failure by any party to insist upon the strict performance of any
covenant, duty, agreement or condition of this
Page 77 of 81 Pages
<PAGE>
Agreement or to exercise any right to remedy consequent upon breach thereof
shall constitute a waiver of any such breach, any such waiver being effective
only if contained in a writing executed by the waiving party.
Section 4.4. Notices. Except as otherwise provided in this Agreement, all
notices, requests, claims, demands, waivers and other communications hereunder
shall be in writing and shall be deemed to have been duly given when delivered
or by courier, three days after being deposited in the mail (registered or
certified mail, postage prepaid, return receipt requested), or when received by
facsimile transmission if promptly confirmed by one of the foregoing means, as
provided in the Logi Agreement.
Section 4.5. Applicable Laws; Jurisdiction. The provisions of the Logi Agreement
with respect to applicable law and submission to jurisdiction shall govern among
the Parties with respect to any dispute arising hereunder or with respect
hereto.
Section. 4.6. Integration. This Agreement and the Logi Agreement and the further
documents referred to or contemplated therein contain the entire understanding
of the Parties with respect to its subject matter and supersede all prior
agreements and understandings between the parties with respect to the subject
matter of this Agreement.
Page 78 of 81 Pages
<PAGE>
Section 4.7. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which shall together constitute
one and the same instrument.
PAMELA EQUITIES CORPORATION, a New York corporation
/s/ Greg Manocherian
- ----------------------------------------
By: Greg Manocherian
Its: Vice President
WHITEHALL PROPERTIES, LLC, a New York limited liability
corporation
/s/ Greg Manocherian
- ----------------------------------------
By: Greg Manocherian
Its: Manager
KABUKI PARTNERS ADP, GP, a New York general partnership
/s/ Greg Manocherian
- ----------------------------------------
By: Greg Manocherian
Its: General Partner
MBF CAPITAL CORP., a New York corporation
/s/ Mark B. Fisher
- ----------------------------------------
By:
Its:
MBF BROADBAND SYSTEMS, LP, a New York limited partnership
/s/ Mark B. Fisher
- ----------------------------------------
By:
Its:
MARK B. FISHER
/s/ Mark B. Fisher
- ----------------------------------------
Page 79 of 81 Pages
<PAGE>
CRM ENTITIES PER EXHIBIT A
By:/s/ Eugene A. Trainor III
-------------------------------------
Eugene A. Trainor III
A.C. ISRAEL ENTERPRISES, INC.
By:/s/ Jay Howard VP
-------------------------------------
Page 80 of 81 Pages
<PAGE>
Exhibit A
CRM Entities
Cramer Rosenthal McGlynn, Inc.
L.A.D. Equity Partners, L.P.
Gerald B. Cramer
Fred M. Filoon
Eugene A. Trainor, III
McGlynn Family Partnership
CRM Enterprise Fund, LLC
CRM Partners, LP
CRM Retirement Partners, LP
CRM Madison Partners, LP
CRM U.S. Value Fund, Ltd.
CRM Eurycleia Partners, LP
CRM-EFO Partners, LP
Richard S. Fuld, Jr.
Page 81 of 81 Pages
